TIDMHAL TIDMHALO
RNS Number : 9382P
HaloSource Corporation
14 February 2019
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulation (EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain.
HaloSource Corporation
("HaloSource" or the "Company")
Proposed Disposal, Proposed Cancellation of the Company's Shares
from Trading on AIM and Notice of General Meeting
HaloSource Corporation (HAL.LN, HALO.LN), the global clean water
technology company traded on the London Stock Exchange's AIM
market, announces that the circular to shareholders containing
details of the proposed disposal of substantially all the Company's
assets as announced on 7 February 2019 and the proposed
cancellation of the Company's shares from trading on AIM (the
"Circular"), including a notice of general meeting, has today been
posted to shareholders. The general meeting is to be held at the
offices of the Company, Suite 103, 1725 220(th) St SE, Bothell,
Washington on 26 February 2019 at 09:30 a.m. Pacific time. A copy
of the Circular is available on the Company's website at
www.halosource.com.
The Chairman's letter, as contained in the circular, is set out
below. Terms used and not identified in this announcement bear the
meanings attributed to them in the Circular.
Enquiries:
HaloSource Corporation Tel: +1 (0)425 419 2257
James Thompson (Chief Executive Officer) Tel: +1 (0) 425 419 2248
Craig Crowell (Chief Financial Officer)
WH Ireland Limited (Nominated Adviser and Broker) Tel: +44 (0)207 220 1666
Chris Fielding / Chris Viggor
LETTER TO SHAREHOLDERS FROM THE NON-EXECUTIVE CHAIRMAN
Dear Shareholders
The Company announced on 7 February 2019 that it had received an
offer (the "Offer") from Strix Group PLC ("Strix") to acquire the
majority of the Company's assets for a cash consideration of
approximately U.S.$1.3 million (the "Disposal").
In view of the size of these assets relative to the total assets
of the Company, the Disposal will result in a fundamental change of
business of the Company under Rule 15 of the AIM Rules and,
therefore, completion of the Disposal ("Completion") is conditional
upon the approval of HaloSource shareholders.
As a result of the Disposal, the Company announces that it is
also seeking shareholder approval at the Special Meeting for the
cancellation of the admission of its Common Shares to trading on
AIM (the "Cancellation"). The Cancellation is conditional, pursuant
to Rule 41 of the AIM Rules, upon the approval of not less than 75
per cent. of the votes cast by HaloSource shareholders (whether
present in person or by proxy) at the Special Meeting.
In accordance with Rule 41 of the AIM Rules, the Company has
notified the London Stock Exchange of the date of the proposed
Cancellation.
Highlights
-- Approximately U.S.$1.3 million to be paid in cash upon Completion.
-- Following the Disposal (if completed), the Company will repay
amounts outstanding to creditors and effect a wind down of the
business.
The Disposal Consideration
Strix (or its wholly owned subsidiary) will acquire HaloSource
Water Purification Technology (Shanghai) Co. Ltd., the Company's
wholly owned subsidiary in China, along with substantially all of
the assets of the Company's US subsidiary, HaloSource, Inc. Under
the terms of the Offer, the Company will receive, on Completion, a
cash payment of approximately U.S.$1.3 million, including an
advance of funds to the Company for working capital purposes of
approximately U.S.$0.1 million by way of an unsecured promissory
note.
The book value of the assets expected to be sold at 30 June 2018
was approximately U.S.$2.8 million. For the six months to 30 June
2018 those assets incurred a loss of approximately U.S.$3.7 million
and for the year to 31 December 2017 a loss of approximately
U.S.$5.3 million.
Rationale for the Disposal and the Cancellation
As announced on 20 December 2018, the Company has been
unsuccessful in seeking additional funding to continue as a going
concern. As a result, the Company has sought to dispose of its
assets in a manner that will allow the Company to settle amounts
outstanding with creditors and effect a wind down of the business
and the cancellation of its shares from trading on AIM. It is not
expected that any payment will be made to shareholders.
Assuming shareholders approve the Disposal and Cancellation
resolutions, it is expected the Company's common shares will be
cancelled from trading on AIM at 07:00 a.m. on 12 March 2019.
Following this date, there will be no formal facility for
shareholders to effect transactions in the Company's common
shares.
Should the proposed Disposal not be approved by shareholders,
the Company will be unable to continue operation and would
immediately be placed into administration.
Use of Proceeds
The Company expects to use the net proceeds from the Disposal to
satisfy unpaid creditors and effect a wind down of the
business.
Action to be taken
Whether or not you intend to be present at the General Meeting,
you are requested to complete the Form of Proxy in accordance with
the instructions printed on it and to return it as soon as possible
so as to be received by the Company's registrars, Computershare
Investor Services PLC at The Pavilions, Bridgwater Rd, Bristol BS99
6ZY no later than 08:00 a.m. on 22 February 2019. If you hold
shares in CREST you may appoint a proxy by completing and
transmitting a CREST Proxy Instruction to the Registrars (Crest
Participant ID: 3RA50) so that it is received by no later than
08:00 a.m. on 25 February 2019. The return of the Form of Proxy or
transmission of a CREST Proxy Instruction will not prevent you from
attending the meeting and voting in person if you wish.
Recommendation
The Directors consider the proposals set out in this document to
be fair and reasonable and in the best interests of the Company.
Accordingly, the Directors unanimously recommend that the
Shareholders vote in favour of the Resolutions.
Yours faithfully
Alan Matthews
Non-Executive Chairman
HaloSource Corporation
13 February 2019
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END
MSCEXLFFKLFEBBL
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February 14, 2019 02:00 ET (07:00 GMT)
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