HYR.L Regulatory News (HYR)

4 Apr 2008 15:26

HydroDec Group plc04 April 2008 4 April 2008 HYDRODEC GROUP PLC ("Hydrodec") Intention to make all share offer for Virotec International plc ("Virotec") Hydrodec announces that on 3 April 2008 it bought 7.75 million Virotec ordinaryshares at an average price of 7.85 pence per share. This purchase represented,in aggregate, approximately 2.93 per cent. of the issued share capital ofVirotec. Additionally, on 4 April 2008, Hydrodec purchased 400,000 shares at 10.0 penceper share, increasing its total interest to 8.15 million Virotec ordinaryshares, representing approximately 3.06 per cent. of the issued share capital ofVirotec. The Board of Hydrodec notes the announcement earlier today by the Board ofVirotec and confirms that on 3 April 2008 it approached the Board of Virotec toinform it of yesterday's purchase of shares in Virotec referred to above andindicated its intention to make an all share offer for Virotec on the basis ofone Hydrodec ordinary share for every 3.75 Virotec ordinary shares. On thebasis of the share price of Hydrodec at the close of business yesterday, thisindicative offer would value each Virotec ordinary share at approximately 12pper share. Hydrodec also confirms that it has received indications of support for itsindicative offer from shareholders in Virotec representing in aggregateapproximately 29.25 per cent. of the issued share capital of Virotec.Accordingly, Hydrodec either owns as a result of its purchases of Virotecordinary shares, or has indications of support from Virotec shareholders inrespect of, in aggregate approximately 32.31 per cent. of the issued sharecapital of Virotec. Virotec holds 54.5 million shares of Hydrodec (approximately 28.1 per cent. ofthe ordinary share capital). The Board of Hydrodec considers that Virotecshareholders will benefit from the ownership of a direct interest in Hydrodecrather than the indirect interest they currently own. The combined group wouldfurther benefit from the cancellation of the Virotec royalty and any paymentsthat may be due under the agreement. If the offer becomes unconditional, Hydrodec would seek to cancel the 54.5million Hydrodec shares owned by Virotec. This would have the effect of reducingthe issuance of new Hydrodec shares to less than 5 per cent. of the fullydiluted share capital of Hydrodec assuming full take up of the offer. The Board of Hydrodec has now approached the Board of Virotec with a view toobtaining a recommendation. A further announcement will be made as soon aspossible. For further information please contact: John Gunn, ChairmanHydrodec Group plc020 7621 5770 Charles Sebag-MontefioreRobert PetchLudgate Investments Ltd020 7621 5770 Nick WestlakeAnthony RichardsonNumis Securities Limited020 7260 1000 Emma DavisCurve PR07764 197 003 This information is provided by RNS The company news service from the London Stock Exchange