Offer Update: Unconditional as to Acceptances
21st August 2013
Recommended Offer for the entire issued and to be issued share capital of Water Hall Group plc.
Background
On 1 July 2013 the boards of Water Hall and Petards announced the terms of a recommended offer to be made by Petards for the entire issued and to be issued ordinary share capital of Water Hall (the “Offer”). The full terms of, and conditions to, the Offer and the procedure for acceptance were set out in the offer document issued by Petards on 23 July 2013 (the "Offer Document").
The capitalised terms used in this announcement have the meaning given to them in the Offer Document.
Level of Acceptances
As at close of business on 20 August 2013, Petards had received valid acceptances from Water Hall Shareholders in respect of 43,883,510 representing approximately 55.10% of the existing issued ordinary share capital of Water Hall which may count toward satisfaction of the acceptance condition to the Offer (as set out in paragraph 1(a) of Part A of Appendix 1 of the Offer Document). As a result the Offer has become unconditional as to acceptances.
These acceptances include acceptances received in respect of:
i. 10,068,254 Water Hall Shares (representing approximately 12.64% of the existing ordinary share capital of Water Hall and 11.49% of Water Hall’s share capital assuming full conversion of the Water Hall Loan Note) which were subject to irrevocable commitments procured by Petards from the Water Hall Directors; and
ii. 23,222,314 Water Hall Shares (representing approximately 29.16% of the existing ordinary share capital of Water Hall and 26.50% of Water Hall’s share capital assuming full conversion of the Water Hall Loan Note) which were subject to irrevocable commitments procured by Petards from certain other Water Hall Shareholders.
Petards also has received irrevocable undertakings to accept the Offer from certain Water Hall Shareholders (see table below) for which valid acceptances have not yet been received in respect of a further 24,974,054 Water Hall Shares (representing approximately 31.36% of the existing ordinary share capital of Water Hall and 28.50% of Water Hall’s share capital assuming full conversion of the Water Hall Loan Note). These undertakings may be withdrawn if the Offer is withdrawn or lapses. Save as disclosed below neither Petards nor its associates have any other outstanding irrevocable commitments or letters of intent to accept the Offer.
| Name | Number of Water Hall Shares | % of Water Hall Shares |
|---|---|---|
| Yousuf Zahid | 5,000,000 | 6.28% |
| Majid Zahid | 5,000,000 | 6.28% |
| El Khereiji Financial Company | 14,974,054 | 18.80% |
In addition to the above El Khereiji holds a £200,000 convertible loan note in Water Hall which, subject to the Offer becoming wholly unconditional, it intends to convert into a maximum of 8 million new Water Hall shares which it has irrevocably undertaken to assent to the Offer
Extension of the Offer Period
The Offer, which remains subject to the terms and conditions set out in the Offer Document, has been extended to, and will remain open for acceptance until 1 p.m. on 3 September 2013.
Acceptance of the Offer
Water Hall Shareholders who have not yet accepted, and wish to accept, the Offer should take action to accept the Offer as soon as possible. Details of the procedure for doing so are set out in the Offer Document (including, in the case of certificated Water Hall Shares, the Form of Acceptance) sent to Water Hall Shareholders on 23 July 2013.
Interests in relevant securities
The interests (all of which are beneficial unless otherwise stated), of the Petards Directors and their respective related parties, in relevant Water Hall securities are as follows:
| Name | Number of Water Hall Shares | % of Water Hall Shares |
|---|---|---|
| Raschid Abdullah | 9,648,942 | 12.12% |
| Osman Abdullah | 9,665,575 | 12.14% |
Raschid Abdullah and Osman Abdullah also each hold over 3,500,000 options to subscribe for Water Hall Shares.
Neither Petards nor, so far as Petards is aware, any person acting in concert (within the meaning of the City Code) with Petards, (a) has any short position (whether conditional or absolute and whether in the money or otherwise) in respect of relevant securities of Water Hall, including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, or (b) has borrowed or lent any relevant securities of Water Hall (save for any borrowed shares which have been either on-lent or sold).