10 Nov 2020 13:14
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. IN PARTICULAR, THIS ANNOUNCEMENT SHOULD NOT BE RELEASED, PUBLISHED, DISTRIBUTED, FORWARDED OR TRANSMITTED, IN WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION, INCLUDING THE US.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE
10 NOVEMBER 2020
RECOMMENDED ALL SHARE OFFER
for
MODERN WATER PLC
by
DEEPVERGE PLC
EXCHANGE AND GRANT OF OPTIONS AND WARRANTS
On 28 August 2020 the board of directors of DeepVerge PLC (DeepVerge) and the Independent Directors of Modern Water PLC (Modern Water) announced that they had reached agreement on the terms of a recommended all share offer to be made by DeepVerge for the entire issued and to be issued share capital of Modern Water (the Offer). The full terms and conditions of the Offer and the procedures for acceptance were set out in the offer document published by DeepVerge on 13 October 2020 (the Offer Document). The Offer was declared wholly unconditional on 9 November 2020.
New DeepVerge Warrants
In response to the offer made by DeepVerge under Rule 15 of the Code to holders of Modern Water warrants, JIM Nominees Limited (as nominee for Turner Pope, broker to Modern Water and DeepVerge) elected to exchange outstanding warrants over 70,500,000 Modern Water Shares for warrants over new DeepVerge Shares (New DeepVerge Warrants) in the ratio 10:1 (i.e. the same ratio as the Offer to Modern Water Shareholders). Following the Offer being declared wholly unconditional, New DeepVerge Warrants over 7,050,000 DeepVerge Shares have been granted to Turner Pope. The New DeepVerge Warrants carry an exercise price of 5 pence per DeepVerge Share and are exercisable at any time prior to 3.30 p.m. on 16 February 2023.
New DeepVerge Options
In response to the offer made by DeepVerge under Rule 15 of the Code to holders of Modern Water Options, Simon Humphreys, CEO of Modern Water, elected to exchange outstanding options over 800,000 Modern Water Shares for options over new DeepVerge Shares (New DeepVerge Options). The Modern Water Options were exchanged in the ratio 10:1 (i.e. the same ratio as the Offer to Modern Water Shareholders) and to compensate the option holder, the number of New DeepVerge Options granted were increased by 0.33 per cent. to provide an equivalent see through value. Following the Offer being declared wholly unconditional, New DeepVerge Options over 80,264 DeepVerge Shares have been granted to Simon Humphreys. The New DeepVerge Options carry an exercise price of 0.1 pence per DeepVerge Share. 40,132 of the New DeepVerge Options expire on 28 April 2027 and the remaining 40,132 of the New DeepVerge Options expire on 26 April 2029.
Terms defined in the Offer Document have the same meaning in this announcement.
Enquiries
DeepVerge plc | Ross Andrews, Chairman | Contact via DeepVerge's PR |
|
|
|
SPARK Advisory Partners Limited (Nominated Adviser to DeepVerge) | Neil Baldwin/Andrew Emmott | +44 (0) 113 370 8974 |
Mo PR (Financial PR adviser to DeepVerge)
|
Mo Noonan |
+44 (0) 7876 444977 |
Modern Water plc
Cairn Financial Advisers LLP (Nominated Adviser, financial adviser and Rule 3 adviser to Modern Water)
| Dr Nigel Burton
Sandy Jamieson/James Lewis
| +44 (0) 7785 234447
+44 (0) 20 7213 0880 |