Announcement • Sep 25
Integumen Plc (AIM:SKIN) reached an agreement to acquire Modern Water plc (AIM:MWG) from a group of sellers for £21.3 million.
Integumen Plc (AIM:SKIN) reached an agreement to acquire Modern Water plc (AIM:MWG) from a group of sellers for £21.3 million on August 28, 2020. Under the terms of the recommended offer, each shareholder of Modern Water will receive one existing share of Integumen. Integumen is seeking shareholders' approval for the share consolidation whereby every 10 existing shares of Integumen are proposed to be consolidated into one new share of Integumen, If the share consolidation is approved, the Modern Water's shareholders will instead be entitled to receive, for every 10 shares of 10 Modern Water, 1 New share of Integumen. If any dividend or other distribution or return of value is proposed, declared, made, paid or becomes payable in respect of shares of Modern Water on or after the date of this announcement and prior to the offer becoming unconditional, Integumen will have the right to reduce the value of the consideration payable for each share of Modern Water by up to the amount per share of Modern Water of such dividend, distribution or return of value. Integumen reserves the right (with the consent of the Panel) to implement the offer by way of a scheme of arrangement pursuant to Part 26 of the Act. Integumen will issue options for options for Enterprise Management Incentives (EMI) options of Modern Water for £0.11 million. Also, Integumen will issue options for options for Non Enterprise Management Incentives (EMI) options of Modern Water for £0.04 million. Additionally, Integumen will issue warrants for warrants for Broker Warrants of Modern Water in name of Turner Pope Investments for £2.5 million. Following completion of the offer, it is intended that the Modern Water and Integumen company names will continue to be employed with respect to the services offered by each group respectively under the ultimate holding company Integumen with the Modern Water name used in respect for the Modern Water operations alongside the Integumen name.
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 Friday 9 October 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.