Petards

Offer Update

30 August 2013

Petards is pleased to announce that the Offer has been now been declared unconditional in all respects.|

Petards Group plc
("Petards" or "the Company")

Offer Update

Recommended Offer
for the entire issued and to be issued share capital of Water Hall Group plc

Offer declared unconditional in all respects

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").

Petards is pleased to announce that the Offer has been now been declared unconditional in all respects.

The Offer will remain open for acceptances until further notice and at least 14 days’ notice will be given if Petards decides to close the Offer.

The capitalised terms used in this announcement have the meaning given to them in the Offer Document.

Level of Acceptances

As at 5.00 p.m. on 29 August 2013, Petards had received valid acceptances from Water Hall Shareholders in respect of 64,218,764 Water Hall Shares representing approximately 80.64% of the existing issued ordinary share capital of Water Hall.

These acceptances include acceptances received in respect of:

  • 10,068,254 Water Hall Shares (representing approximately 12.64% of the existing ordinary share capital of Water Hall and 11.69% 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
  • 53,264,622 Water Hall Shares (representing approximately 66.88% of the existing ordinary share capital of Water Hall and approximately 60.78% 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 an irrevocable undertaking to accept the Offer from Yousuf Zahid for which a valid acceptance has not yet been received in respect of a further 5,000,000 Water Hall Shares (representing approximately 6.28% of the existing ordinary share capital of Water Hall and approximately 5.7% of Water Hall’s share capital assuming full conversion of the Water Hall Loan Note). This undertaking may be withdrawn if the Offer is withdrawn or lapses. Save as disclosed neither Petards nor its associates have any other outstanding irrevocable commitments or letters of intent to accept the Offer.

Extension of the Offer

The Offer will remain open for acceptances until further notice and at least 14 days’ notice will be given if Petards decides to close the Offer.

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 forth 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.

Settlement of Consideration

Settlement of the consideration to which any Water Hall Shareholders (or the first named shareholder in the case of joint shareholders) are entitled under the Offer will be effected (in the manner set out in paragraph 15 of Part II of the Offer Document): (i) in the case of acceptances received, complete in all respects, by 29 August 2013, within 14 days of such date, or, (ii) in the case of acceptances received, complete in all respects, after 29 August 2013 but while the Offer remains open for acceptance, within 14 days of such receipt.

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