TIDMPEG
RNS Number : 6988K
Petards Group PLC
01 August 2013
1 August 2013
Petards Group plc
("Petards" or "the Company")
Irrevocable undertaking
Further to the announcement of the offer by Petards to acquire
the issued and to be issued share capital of Water Hall Group Plc
("Water Hall"), Petards announces that it yesterday received an
irrevocable undertaking to procure the acceptance of the offer from
El Khereiji Financial Company WLL ("El Khereijii") in respect of
14,974,054 ordinary shares of 1p each in Water Hall, representing
approximately 18.8 per cent of the existing issued share capital of
Water Hall. There are no circumstances in which the irrevocable
commitment may be withdrawn.
In addition El Khereijii holds a GBP200,000 convertible loan
note in Water Hall which, subject to the Offer becoming wholly
unconditional, it intends to convert into a maximum of 8m new Water
Hall shares which it has irrevocably undertaken to assent to the
Offer.
Save as disclosed, El Khereiji has no further interest in
shares, options in shares, derivatives or short positions in Water
Hall that are required to be disclosed in accordance with the
requirements of Rule 8.5 of the City Code.
Together with other irrevocable commitments received by Petards
in respect of a further 43,290,568 shares in Water Hall, as
disclosed in the offer document dated 23 July 2013, Petards has now
received irrevocable commitments to accept the offer in respect of
a total of 58,264,622 shares in Water Hall, representing
approximately 73.16 per cent of the Water Hall shares currently in
issue.
For further information:
Petards Group plc www.petards.com
Andy Wonnacott, Finance Director Tel: 0191 420 3000
WH Ireland Limited www.wh-ireland.co.uk
Mike Coe /John Wakefield Tel: 0117 945 3470
IMPORTANT INFORMATION
WH Ireland, which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively for Petards and no one
else in connection with the Offer and will not be responsible to
anyone other than Petards for providing the protections afforded to
clients of WH Ireland nor for providing advice in relation to the
Offer or any other matter or arrangement referred to in this
Announcement.
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any paper 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 paper
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)
an offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) 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 paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper 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 1 per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree or of any paper 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) an offeree company and (ii) any
paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) 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 the offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
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).
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.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
FURTHER INFORMATION
Please be aware that addresses, electronic addresses and certain
other information provided by Water Hall Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Water Hall may be provided to Petards during
the Offer Period as required under Section 4 of Appendix 4 of the
Code.
In accordance with Rule 2.10 of the Code, Water Hall confirms
that it has 79,638,755 ordinary shares of 1 pence each in issue and
admitted to trading on AIM, a market regulated by the London Stock
Exchange. The ISIN reference for these securities is
GB0009418194.
In accordance with Rule 2.10 of the Code, Petards confirms that
it has 10,866,445 ordinary shares of 1 pence each in issue and
admitted to trading on AIM, a market regulated by the London Stock
Exchange. The ISIN reference for these securities is
GB00B4YL8F73.
If you are in any doubt about the action you should take, you
are recommended to seek your own personal financial advice
immediately from your stockbroker, bank manager, solicitor,
accountant or independent financial adviser authorised under the
Financial Services and Market Act 2000 (as amended) if you are
resident in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser.
Copies of this announcement will be available free of charge on
Water Hall's website at www.waterhallgroupplc.com and at Petards'
website at www.petards.com by no later than noon (London time) on
the day following this announcement. For the avoidance of doubt,
the contents of those websites are not incorporated into and do not
form part of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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