Exhibit 2.1
[Waterfields Logo]
20 December 2002
To The Shareholders of
Waterfields Company Limited
THIS CIRCULAR CONTAINS
IMPORTANT INFORMATION.
Waterfields Company Limited (the
“Company”) has received notice from Bacardi &
Company Limited that Bacardi & Company Limited wishes to sell
all its holding of 2025 ordinary shares, which shares carry special
rights of nomination to the Company’s Board.
The proposed buyer is
Consolidated Water Co. Ltd., a Cayman Islands company with its
principal offices at Trafalgar Place, West Bay Road, P.O. Box 1114
GT, Grand Cayman. There is, enclosed with this circular, a
description of the buyer and of its activities.
A price of B$690.00 per share has
been agreed, subject to the Company’s performance (financial
and operational) as set forth in the Share Sale Agreement between
Bacardi & Company Limited and Consolidated Water Co. Ltd. dated
16 December 2002 (the “Share Sale Agreement”). A
finalisation of the sale and purchase is further subject to certain
conditions that are set out the Share Sale Agreement. These
conditions include:
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a)
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the approval of
the Bacardi & Company Limited and this Company’s
Boards
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b)
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the approval of
the Bahamas Investment Authority, and
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c)
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the
non-execution by shareholders of any pre-emption rights vested in
them in respect of all the 2025 shares.
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The Company, subject to final
approval of its Board, is minded to approve the proposed sale and
purchase to Consolidated Water Co. Ltd. provided that there is no
member or members who is or who between them are willing to
purchase ALL 2025 shares at the said price.
The purchaser of the shares will
be required to (1) provide its/their guarantee or a bond or
both for the due performance of the Company’s obligations
under the contract with the Water & Sewerage Corporation, and
(2) enter into an agreement with the company to provide such
services to it as are now provided under contract by Bacardi &
Company Limited.
Bearing in mind the obligations
which attach to Bacardi & Company Limited’s shares, the
Company, in accordance with the transfer provisions contained in
its Articles of Association, now offers them at the stipulated
price to existing shareholders or personal related to
them.
If you are interested in
purchasing all the shares and you (or any group of purchasers to
which you belong) will satisfy the guarantee and servicing
requirements, you must so notify the Company in
writing not later than 31 January 2003, providing all
necessary supporting material.
In the absence of there being
existing shareholders willing to purchase all the shares at such
price, the proposed sale to Consolidated Water Co. Ltd. will
proceed.
IMPORTANT NOTES
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1.
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Tender Offer by
Consolidated Water Co. Ltd.
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Please be advised that in
conjunction with its offer to purchase the 2025 shares (and subject
to the completion of such purchase), Consolidated Water Co. Ltd. is
making a Tender Offer to you and all other shareholders (other than
DesalCo Limited) to purchase all your and their shares at the same
price of B$690.00 per share, subject to the Company’s
performance (financial and operational) as set forth in the Share
Sale Agreement. The Tender Offer is enclosed herewith. Please note
in particular that the time limit for acceptance of the Tender
Offer is 31 January 2003, and that all responses to the Tender
Offer must be made in writing as directed
therein.
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2.
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Purchase of
Shares in Waterfields Company Limited
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This request for notification of
your interest in the pur
