Waterlogic : Result of Court Meeting and General Meeting

FOR IMMEDIATE RELEASE

Not for release, publication or distribution, in whole or in part, in or into any Restricted Jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

16 December 2014

RECOMMENDED CASH ACQUISITION

of

Waterlogic Plc ("Waterlogic" or the "Company")

by

Poseidon Bidco Limited
(a newly incorporated company owned by the EPIC Funds, which are managed by Castik Capital S.à r.l.)

by means of a scheme of arrangement of Waterlogic Plc

under Article 125 of the Companies (Jersey) Law 1991, as amended

Results of Court Meeting and General Meeting

On 12 November 2014, the Waterlogic Independent Directors and Poseidon Bidco Limited ("Poseidon"), a newly incorporated company ultimately owned by EPIC Funds, which are managed by Castik, announced that they had reached an agreement on the terms of a recommended cash acquisition of the entire issued and to be issued share capital of Waterlogic by Poseidon (the "Acquisition").  The Acquisition is to be implemented by way of a scheme of arrangement under Article 125 of the Companies (Jersey) Law 1991 as amended (the "Scheme").

Waterlogic announces that the Scheme relating to the acquisition of Waterlogic by Poseidon was today approved at the Court Meeting and the Special Resolution and Management Arrangements Resolution were approved at the General Meeting.

Under the terms of the Acquisition, Waterlogic Shareholders (other than the registered holder of the Waterlogic Shares in which Jeremy Ben-David is beneficially interested, who will receive part of the consideration attaching to those Waterlogic Shares by way of loan notes) will be entitled to receive 151 pence in cash for each Waterlogic Share (the "Acquisition Price"), valuing the entire issued and to be issued share capital of Waterlogic at approximately £122.6 million.

Voting results

The voting results in relation to the Court Meeting and the General Meeting are summarised below: 

COURT MEETING

At the Court Meeting, a majority in number of Scheme Shareholders entitled to vote who voted (either in person or by proxy), representing 99.999% of the voting rights of the Scheme Shareholders at the Court Meeting, voted in favour of the resolution to approve the Scheme. The resolution proposed at the Court Meeting was decided on a poll. Details of the votes cast were as follows:

Accordingly, the resolution proposed at the Court Meeting was duly passed on a poll vote.

The votes cast in favour of the Scheme at the Court Meeting represented 94.85% of the voting rights of the Scheme Shareholders who were entitled to vote on the Scheme.

Whilst the Waterlogic Shares in which they are beneficially interested are Scheme Shares, as a consequence of their respective interests in the Management Arrangements, Jeremy Ben-David, Peter Cohen and Robert Bell, being directors of the Company, were not entitled to vote, or procure the vote, on the resolution at the Court Meeting. In addition, EFG Trust Company Limited, as trustee of the Waterlogic EBT, was not entitled to vote on the resolution at the Court meeting as the Waterlogic Shares it holds are Excluded Shares for the purposes of the Scheme.

GENERAL MEETING

The Special Resolution proposed at the General Meeting was passed by the requisite majority on a poll. The voting results for the Special Resolution were as follows:

All Waterlogic Shareholders were entitled to vote, or procure the vote, on the Special Resolution.

The Management Arrangements Resolution (an ordinary resolution) proposed at the General Meeting was passed by the requisite majority on a poll. The voting results for the ordinary resolution were as follows:

Only Waterlogic Independent Shareholders, that is, Waterlogic Shareholders other than members of Management, were entitled to vote, or procure the vote, on the Management Arrangements Resolution.

Non-executive Directors' Resignations

Each of Ariel Recanati, Ziv Gil, Jeremy Marshall and Benoit Raillard, each a non-executive director of the Company, has today tendered their resignation as a director of the Company and, where applicable, any subsidiaries or subsidiary undertakings of the Company conditional upon, and with effect from, the Scheme becoming Effective.

Next Steps

Completion of the Scheme remains subject to the satisfaction or, if permitted, waiver of the remaining conditions to the Scheme set out in the Scheme Document dated 24 November 2014 (the "Scheme Document") including, inter alia , the sanction of the Scheme by the Court.  The Court Hearing to sanction the Scheme is expected to take place on 5 January 2015.  It is expected that the last day for dealings in Waterlogic Shares will be 2 January 2015 and the Scheme will become effective on 6 January 2015.  If the Scheme becomes effective on 6 January 2015, it is expected that the admission of the Waterlogic Shares to trading on AIM will be cancelled on 6 January 2015 or shortly thereafter. A timetable of the key remaining events is set out below:

The dates stated above are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme and the date on which the conditions set out in Part III of the Scheme Document are satisfied or (if capable of waiver) waived. If any of the expected dates change, Waterlogic will, unless the Panel otherwise directs, give notice of the change by issuing an announcement through a Regulatory Information Service.

Except as otherwise defined herein, capitalised terms used herein have the same meanings as set out in the Scheme Document.

For more information, please contact:

Robert W. Baird Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Waterlogic as financial adviser for the purposes of Rule 3 of the Code and for no-one else in connection with the Acquisition and will not be responsible to any person other than Waterlogic for providing the protections afforded to clients of Robert W. Baird Limited, nor for providing advice in relation to the Acquisition or any other matters referred to in this Announcement.

Liberum Capital Limited, which is authorised and regulated by the FCA, is acting exclusively for Waterlogic as nominated adviser and corporate broker and for no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than Waterlogic for providing the protections afforded to clients of Liberum nor for providing advice in relation to the matters referred to in this Announcement.

Altium Capital Limited, which is authorised and regulated by the FCA, is acting exclusively as financial advisor to Poseidon and Castik and for no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than Poseidon and Castik for providing the protections afforded to clients of Altium Capital Limited nor for providing advice in relation to the matters referred to in this Announcement.

This announcement is not intended to, and does not constitute, or form part of, an offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. Shareholders of Waterlogic are advised to read carefully the formal documentation in relation to the Poseidon offer. The proposals of the offer will be made solely through the Scheme Document, which will contain the full terms and conditions of the Scheme, including details of how to vote with respect to the Scheme. Any response to the proposals should be made only on the basis of the information in the Scheme Document.

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom and Jersey may be restricted by law and, therefore, persons who are subject to the laws of any jurisdiction other than the United Kingdom and Jersey should inform themselves about, and observe, any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom or Jersey to vote their Waterlogic Shares at the General Meeting or, with respect to the Scheme, the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at a Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. This Announcement has been prepared for the purposes of complying with the Code and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if the Announcement had been prepared in accordance with the laws of jurisdictions outside of the United Kingdom or Jersey.

Unless otherwise determined by Poseidon or required by the Code or the Panel and unless permitted by applicable law and regulation, the Acquisition will 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, e-mail 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.  If the Acquisition is implemented by way of a Takeover Offer (unless otherwise determined by Poseidon and permitted by applicable law and regulation), the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities. Unless otherwise determined by Poseidon or required by the Code or the Panel and unless permitted by applicable law and regulation, copies of this Announcement and any formal documentation relating to the Acquisition 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 this Announcement and all documents (including custodians, nominees and trustees) relating to the Acquisition should observe these restrictions and should not mail or otherwise forward, distribute or send this Announcement or documents relating to the Acquisition in or into or from any Restricted Jurisdiction.

Further details in relation to overseas Waterlogic Shareholders are contained in the Scheme Document.

Poseidon reserves the right to elect, with the consent of the Panel, to implement the Acquisition by way of a Takeover Offer. In such event, the Takeover Offer will be implemented on substantially the same terms, subject to appropriate amendments, as those which would apply to the Acquisition.

The Acquisition relates to the shares in a Jersey company and is proposed to be made by means of a scheme of arrangement provided for under Jersey company law. The scheme of arrangement will relate to the shares of a Jersey company that is a 'foreign private issuer' as defined under Rule 3b-4 under the US Securities Exchange Act of 1934, as amended (the "Exchange Act").

A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy and tender offer rules under the Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in Jersey and under the Code to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy and tender offer rules.

Unless specifically stated otherwise, financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK or Jersey that may not be comparable to the financial statements of US companies.

Please be aware that the addresses, electronic addresses and certain other information provided by Waterlogic Shareholders, persons with information rights and other relevant persons in connection with receipt of communications from Waterlogic may be provided to Poseidon during the offer period as required under Section 4 of Appendix 4 of the Code.

Responsibility and consents

The Waterlogic Directors (all of whose names are set out in the Scheme Document) accept responsibility for the information contained in this Announcement. To the best of the knowledge and belief of the Waterlogic Directors (who have taken all reasonable care to ensure that such is the case), such information for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

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 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) the 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 one 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 company or of any paper offeror during the Offer Period. 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 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 an 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 Takeover 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.

Publication on website

A copy of this Announcement will be made available, free of charge and subject to certain restrictions relating to persons in Restricted Jurisdictions, at Waterlogic's website at www.waterlogic.com by no later than 12 noon (London time) on the Business Day following the date of this Announcement.

A copy of this Announcement will be made available, free of charge and subject to certain restrictions relating to persons in Restricted Jurisdictions, at Castik's website at www.castik.lu by no later than 12 noon (London time) on the Business Day following the date of this Announcement.

Neither the content of the websites referred to in this Announcement nor the content of any websites accessible from hyperlinks on Waterlogic's or Castik's website (or any other website) is incorporated into, or forms part of, this Announcement.

Neither Poseidon nor Waterlogic (nor any of their respective directors, officers, employees, agents or advisers) make any representation or warranty (express or implied), or give any guarantee in this Announcement as to the accuracy or completeness of the information on the websites referred to above (nor any other website) nor the contents of any website accessible from hyperlinks on any such website, nor shall they be liable for any loss or damage of any kind, direct or indirect, that any person may suffer as a result of using these websites or acting in reliance on the information on such websites. Persons who access such websites shall do so subject to the terms (if any) stated on those websites.

You may request a hard copy of this Announcement (and any information incorporated by reference in it) by contacting Alex Ballantine of Robert W. Baird Limited at aballantine@rwbaird.com or by submitting a request in writing to Alex Ballantine at Robert W. Baird Limited, 15 Finsbury Circus, London EC2M 7EB or Paul Lines of Altium Capital Limited. at paul.lines@altium.co.uk or by submitting a request in writing to Paul Lines at Altium Capital Limited, 5th Floor, Belvedere, Booth Street, Manchester M2 4AW. Unless such a request is made, and save as otherwise required by Rule 2.12 of the Code, a hard copy of this Announcement (and any information incorporated by reference in it) will not be sent to any person. You may also request that all future documents, announcements and information in relation to the Acquisition be sent to you in hard copy form.