TIDMSKIN TIDMMWG
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 Neil Baldwin/Andrew +44 (0) 113 370
(Nominated Adviser to Integumen) Emmott 8974
Mo PR (Integumen's Financial
PR adviser) Mo Noonan +44 (0) 7876 444977
Modern Water plc +44 ( 0 ) 7785
234447
Cairn Financial Advisers LLP Dr Nigel Burton
(Nominated Adviser, financial
adviser and Rule 3 adviser Sandy Jamieson/James +44 (0) 20 7213
to Modern Water) Lewis 0880
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 +44 (0)
20 7638 0129 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.
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END
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