DeepVerge plc completed the acquisition of Modern Water plc from a group of sellers.
Integumen has no intentions to make any material changes in relation to the conditions of employment of the Modern Water employees and management. Integumen intends to safeguard fully the existing employment and pension rights of Modern Water's local management and employees in accordance with applicable law and to comply with Modern Water's pension obligations for existing employees and members of Modern Water's pension schemes. Conditional upon, and following completion of the offer, it is intended that Nigel Burton (Non-Executive Director of Modern Water) will be invited to join Integumen's Board as a non-executive Director. Following admission, the Board of the enlarged group is expected to be composed of five Directors of whom two will be non-executive Directors and that Ross Andrews and Nigel Burton will be considered by the Board to be independent non-executive Directors. Integumen also has no intentions that will result in changes to the location of the Modern Water places of business. Integumen intends to maintain the existing research and development activities of Modern Water.
The deal is subject to minimum tender, approval of European Commission, approval of shareholders of Integumen, listing of shares, general regulatory approvals, court approval and other conditions. In light of his role as Chief Executive Officer of Integumen, Gerard Brandon, Non-Executive Chairman of Modern Water, has not participated in the appraisal by the Board of Modern Water of the offer. The independent Directors of Modern Water unanimously intend to recommend that shareholders of Modern Water accept the offer, as they have irrevocably undertaken to do in respect of their own beneficial holdings, amounting to, in aggregate, 6.2 million shares of Modern Water, representing approximately 1.18% of the shares of Modern Water in issue. In addition, Gerard Brandon has irrevocably undertaken to accept the offer in respect of his own beneficial holdings, amounting to, in aggregate, 10 million shares of Modern Water, representing approximately 1.91% of the Modern Water. The Directors of Integumen have given irrevocable undertakings in respect of their own beneficial holdings, amounting to, in aggregate 184.9 million existing shares of Integumen, representing approximately 16.64 % of Integumen. The independent Directors of Integumen intend to recommend unanimously that shareholders of Integumen vote in favor of the deal. If Integumen acquires, whether through acceptances under the offer or otherwise, 90% or more of shares of Modern Water to which the offer relates and the offer becomes or is declared unconditional in all respects, Integumen will exercise its rights pursuant to the provisions of sections 974-991 of the Companies Act to acquire compulsorily the remaining shares of Modern Water. If the offer becomes or is declared unconditional in all respects and Integumen has acquired or agreed to acquire shares of Modern Water which represent 75% or more of the voting rights attaching to the shares of Modern Water, then Integumen intends to procure the making of an application by Modern Water to the London Stock Exchange for the cancellation of the admission to trading of shares of Modern Water on AIM and to reregister Modern Water as a private company as soon as it is appropriate to do so under the provisions of the Companies Act. It is anticipated that any cancellation of admission to trading on AIM would take effect no earlier than twenty business days after Modern Water has acquired or agreed to acquire 75% of the voting rights attaching to the shares of Modern Water. Cancellation of admission to trading on AIM would significantly reduce the liquidity and marketability of all shares of Modern Water not assented to the offer at that time. The Board of Modern Water has constituted a committee comprised of the independent Directors of Modern Water for the purpose of evaluating and recommending the offer to the shareholders of Modern Water. The independent Directors of Modern Water are Simon Humphrey, Chief Executive Officer, and Nigel Burton, Non-Executive Director. The first closing date will be 21 days after the posting of the offer document. As per the disclosure made on September 25, 2020, Integumen plc will be renamed to DeepVerge plc. Integumen currently expects that the Offer Document will be published by October 9, 2020. As of October 9, 2020, DeepVerge obtained approval to extend the publication of the Offer Document and expects that the Offer Document will be published during the week commencing October 12, 2020.
The first closing date of the offer is November 3, 2020. On November 3, 2020, valid acceptances had been received from shareholders of Modern Water in respect of a total of 406.78 million Modern Water shares, representing approximately 77.526% of the issued share capital of Modern Water including 3.08% acceptances from Directors of Modern Water and 2.95% acceptances from Turner Pope. DeepVerge has now chosen to reduce the acceptance condition under the offer from 90% to 50% of the Modern Water shares. DeepVerge now declares the offer unconditional as to acceptances and waive the outstanding conditions under the offer, except for condition relation to admission of the New DeepVerge shares to trading on AIM. As per announcement of November 13, 2020, DeepVerge plc acquired 424.19 million shares representing 76.2% stake in Modern Water plc. The offer has been extended to November 17, 2020. Neil Baldwin and Andrew Em of SPARK Advisory Partners Limited acted as financial advisors to Integumen and Sandy Jamieson and James Lewis of Cairn Financial Advisers LLP acted as financial advisors to Modern Water.
DeepVerge plc (AIM:DVRG) completed the acquisition of Modern Water plc (AIM:MWG) from a group of sellers on November 17, 2020. As on November 17, 2020, 520.3 million shares representing 93.5% stake have been tendered. DeepVerge plc will acquire the remaining in compulsory acquisition procedure. As on January 15, 2021, DeepVerge plc completed the compulsory acquisition of all remaining Modern Water Shares.