14 May 2008 10:40
HYDRODEC GROUP PLC
("Hydrodec" or the "Company")
Posting of Shareholder Circular
Hydrodec originally announced on 4 April 2008 its proposed offer to acquire the entire issued share capital of Virotec International plc ("Virotec") (the "Acquisition"). On 7 May 2008, Hydrodec and Virotec announced that the Hydrodec Independent Directors and the Virotec Independent Directors had reached agreement on the terms of the recommended acquisition whereby Hydrodec will acquire, for shares and cash, the entire issued and to be issued ordinary share capital of Virotec, to be effected by means of a scheme of arrangement under sections 895 to 901 of the Companies Act 2006 (the "Scheme").
The Directors of Hydrodec note the announcement today by Virotec that the Scheme Document, which sets out, amongst other things, the full terms and conditions of the Scheme and an explanatory statement, together with the action to be taken by Virotec shareholders, is being posted to Virotec shareholders today. Subject to the satisfaction or waiver of the conditions of the Scheme, it is currently expected that the Scheme will become effective on 25 June 2008.
The Directors of Hydrodec announce that a circular containing further information on the Acquisition, the Scheme and the Disposal and a notice convening a general meeting of Hydrodec to be held on 6 June 2008 (the "General Meeting") at which resolutions will be proposed in order to enable Hydrodec to complete the Acquisition, has been posted to Hydrodec shareholders and will shortly be made available for viewing on the Company's website (www.hydrodec.com).
The General Meeting is to be held at 10.00 a.m. on 6 June 2008 at 80 Cannon Street, London EC4 6HL. It is currently expected that the Scheme will become effective on 25 June 2008.
Capitalised terms used, but not defined, in this announcement have the same meanings as given to them in the announcement of 7 May.
Enquiries
Hydrodec Group plc
John Gunn, Chairman
Tel: +44 (0) 20 7621 5770
Ludgate Investments Limited
Charles Sebag-Montefiore
Robert Petch
Tel: +44 (0) 20 7621 5770
Numis Securities Limited
Anthony Richardson
Nick Westlake
Tel: +44 (0) 20 7260 1000
Numis Securities Limited, which is regulated in the United Kingdom by the Financial Services Authority, is acting for Hydrodec and no-one else in connection with the Acquisition and will not be responsible to anyone other than Hydrodec for providing the protections afforded to customers of Numis Securities Limited or for providing advice in relation to the Acquisition or any other matter referred to herein.
Ludgate Investments Limited, which is regulated in the United Kingdom by the Financial Services Authority, is acting for Hydrodec and no-one else in connection with the Acquisition and will not be responsible to anyone other than Hydrodec for providing the protections afforded to customers of Ludgate Investments Limited or for providing advice in relation to the Acquisition or any other matter referred to herein.