This microsite contains all the relevant public documents relating to the Scheme and related matters (the “Transaction”) and which is subject to the Takeover Code.
ACCESS TO THIS MICROSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS SECTION OF THE WEBSITE.
NOTE: ELECTRONIC VERSIONS OF THE MATERIAL YOU ARE SEEKING ACCESS TO ARE BEING MADE AVAILABLE ON THIS MICROSITE IN GOOD FAITH.
THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN A JURISDICTION WHERE LOCAL LAWS OR REGULATIONS MAY RESULT IN SIGNIFICANT RISK OF CIVIL, REGULATORY OR CRIMINAL EXPOSURE CONCERNING THE TRANSACTION IF INFORMATION CONCERNING THE TRANSACTON IS SENT OR MADE AVAILABLE TO HYDRO SHAREHOLDERS IN THAT JURISDICTION ("RESTRICTED JURISDICTION").
Basis of access
The information contained on this microsite in respect of the Transaction is made available in good faith and does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the transaction or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
The terms of the Transaction will be set out in a formal document to be addressed to shareholders (“Hydro Shareholders”) in Hydro International plc (“Hydro”) containing details of the Transaction and including, amongst other things, the Scheme, notices of the meetings (and associated proxy forms) required to implement the Transaction, and including details of how to vote at the relevant meetings (the "Scheme Document"). In considering the transaction, Hydro Shareholders should only rely on the information contained, and procedures described, in the Scheme Document and the accompanying proxy forms.
Please note that this notice may be altered or updated. You should read it in full each time you access this microsite.
The information contained on this microsite speaks only at the date of the relevant document or announcement reproduced on this microsite, and neither Ely Acquisition Limited (“Hanover Bidco”) nor Hydro has, or accepts, any responsibility or duty to update any such information, document or announcement and reserves the right to add to, remove or amend any information reproduced on this microsite at any time.
The directors of Hydro have not reviewed, and they shall not be responsible for, any information contained on any other website which may be linked to this microsite by a third party.
The information on this microsite, including information included or incorporated by reference, contains "forward-looking statements" concerning Hanover Bidco and/ or Hydro that are subject to risks and uncertainties. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "targets", "aims", "projects" or words or terms of similar substance or the negative thereof, as well as variations of such phrases or statements that certain actions, events or results "may", "could", "should", "would", "might", or "will" be taken, occur or be achieved. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or implied in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the ability of Hanover Bidco or Hydro to control or estimate precisely, such as future market conditions, changes in regulatory environment and the behaviour of other market participants. Neither Hanover Bidco nor Hydro can give any assurance that such forward-looking statements will prove to have been correct. The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the relevant document. Neither Hanover Bidco nor Hydro undertakes any obligation to update or revise publicly any of these forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.
The materials contained on this microsite contain information in respect of the transaction. Viewing this information may not be lawful if you are resident in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view such materials. Any person resident outside the United Kingdom who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.
Documentation relating to the Transaction are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws of such jurisdiction. By clicking "CONFIRM" below, you represent that you are not a national of, or resident in, a Restricted Jurisdiction and that Hanover Bidco and Hydro are lawfully entitled to make the content of any communication or document in relation to the Transaction available to you under applicable securities laws. If you are unable to give this representation, do not view the content of any communication or document in relation to the Transaction. If you are not resident in a Restricted Jurisdiction, you may access any communication or document in relation to the Transaction but you are responsible for first satisfying yourself as to the full observance of the laws and regulatory requirements of your jurisdiction. If you are not permitted to view any communication or document in relation to the Transaction by virtue of applicable laws or regulatory requirements, please exit this microsite. Similarly, copies of the contents of the following pages (including documents posted thereon) are not being, and must not be, released or otherwise forwarded, distributed or sent in or into a Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from a Restricted Jurisdiction. If you are not permitted to view materials on this microsite or are in any doubt as to whether you are permitted to view these materials, please exit this microsite and seek independent advice. Neither Hanover Bidco nor Hydro assumes any responsibility for any violation by any person of any of these restrictions.
Electronic versions of these materials are not directed at or accessible by persons resident in any Restricted Jurisdiction. Accordingly, you may only access the microsite if you are able to provide the confirmations below. If you are resident or located in any Restricted Jurisdiction, you must click on the Decline box below in order to exit the microsite.
If you are not resident or located in a Restricted Jurisdiction and are able to give the confirmations set out below, please click on "CONFIRM"
In order to view the materials on the microsite, by clicking on the "CONFIRM" box below, you are making the following confirmations:
(i)I have read and understood the notice set out above and agree to be bound by its terms;
(ii)I am a resident of or located in the United Kingdom or another jurisdiction into which the distribution of the materials on the microsite does not constitute a violation of the relevant laws of such jurisdiction and I am not acting on behalf of someone who is resident or located in a Restricted Jurisdiction; and
(iii)I will not copy, forward, transfer or distribute (by any means, including by electronic transmission) these materials to any person who is resident or located in a Restricted Jurisdiction.
01 - Rule 2.7 Announcement
02 - Confidentiality Agreement
03 - Hanover Bidco Loan Note Instrument
04 - Subscription Agreement
05 - Director Irrevocable Undertaking - Tony Hollox
06 - Director Irrevocable Undertaking - Michael Jennings
07 - Shareholder Irrevocable Undertaking - Rathbone Nominees Limited
08 -Shareholder Irrevocable Undertaking - Jonathan Hart
09 - Shareholder Irrevocable Undertaking - Impax Asset Management
10 - Hydro Articles
11 - Proposed articles of association of Hydro International Pl
12 - Annual Report and Accounts 2013
13 - Annual Report and Accounts 2014
14 - Annual Report and Accounts 2015
15 - Hanover Bidco Articles
16 - Service Agreement - Michael Jennings
17 - Service Agreement and Letters of Variation - A P Hollox
18 - Letter of Appointment - Huw Davies
19 - Letter of Appointment - Ian Griffiths
20 - Letter of Appointment - Michael Stevens
21 - M2R Asset Purchase & Sale Agreement (Signed)
22 - Settled Solids Agreement
23 - Hydro-Logic Agreement
24 - HLL Agreement
25 - Panmure Gordon Consent Letter
26 - Arden consent letter - Scheme Circular
27 - Arden consent letter - Option Holder Letter
28 - Arden consent letter - LTIP Option Holder Letter
29 - Loan Note Instrument
30 - Scheme Circular
31 - Court Meeting Proxy
32 - General Meeting Proxy
33 - Form of Election