Offer Update

RNS Number : 0680A

Integumen PLC

25 September 2020

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) No. 596/2014.

INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO MODERN WATER SHARES OR INTEGUMEN SHARES EXCEPT ON THE BASIS OF THE INFORMATION IN THE OFFER DOCUMENT, WHICH IS PROPOSED TO BE PUBLISHED IN DUE COURSE.

FOR IMMEDIATE RELEASE

25 September 2020

Update on Offer for Modern Water plc by Integumen plc

On 28 August 2020 the boards of Integumen plc (to be renamed DeepVerge plc) ("Integumen") and Modern Water plc ("Modern Water") announced a recommended all- equity offer to be made by Integumen for the entire issued and to be issued share capital of Modern Water.

Under Rule 24.1 of the City Code on Takeovers and Mergers, the Offer Document, which will contain further information about the Offer, and the Form of Acceptance, are required to be published within 28 days of the firm intention to make an Offer (i.e. by no later than 25 September 2020).

With the agreement of the Independent Modern Water Directors, Integumen has sought and obtained approval from the Panel on Takeovers and Mergers to extend the deadline for publication of the Offer Document.

Integumen currently expects that the Offer Document will be published by Friday 9 October 2020.

Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the announcement of 28 August 2020.

Enquires:

Integumen plc	Ross Andrews, Chairman	Contact via Integumen's PR
SPARK Advisory Partners Limited (Nominated Adviser to Integumen)	Neil Baldwin/Andrew Emmott	[phone]
Mo PR (Integumen's Financial PR adviser)	Mo Noonan	[phone]
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 [phone]

Publication of this announcement and availability of hard copies

A copy of this announcement will be made available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Integumen's and Modern Water's websites at www.deepverge.com and www.modernwater.com by no later than the business day immediately following this announcement until the end of the Offer Period.

Neither the content of Modern Water's website nor the content of any websites accessible from hyperlinks on such website (or any other websites) are incorporated into, or form part of, this announcement nor, unless previously published by means of a Regulatory Information Service, should any such content be relied upon in reaching a decision regarding the matters referred to in this announcement.

Any person who is entitled to be sent a copy of this announcement under the Code may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by writing to Modern Water, 12th Floor, 6 New Street Square, Holborn, London EC4A 3BF.

Modern Water Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

The Offer is subject to the provisions of the Code.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s), except to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Information relating to Modern Water Shareholders

Please be aware that addresses, electronic addresses (if any) and certain other information provided by Modern Water Shareholders, persons with information rights and other relevant persons for the receipt of communications from Modern Water may be provided to offerors (including Integumen) during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(e) of the Code.

Market Abuse Regulation

The person responsible for arranging release of this announcement on behalf of Integumen is Ross Andrews, Chairman.

Status of announcement

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to exercise their rights as holders of  Modern Water Shares in respect of the Offer, to execute and deliver Forms of Proxy, may be affected by the laws of the relevant jurisdictions in which they are located. This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. If the Offer is implemented, as expected, by way of a takeover offer,  (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

 

END

 

 

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