FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

AMENDMENT TO SECTION 3 OF DISCLOSURE FORM DATED 2 JULY 2014

1.         KEY INFORMATION

(a) Identity of the party to the offer making the disclosure:

WATERLOGIC PLC

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

The naming of nominee or vehicle companies is insufficient

N/A

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each party to the offer

WATERLOGIC PLC

(d) Is the party to the offer making the disclosure the offeror or the offeree?

OFFEREE

(e) Date position held:

2 July 2014

(f)  Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?

NO

If YES, specify which:

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:

Ordinary Shares

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

NIL

NIL

NIL

NIL

(2) Derivatives (other than options):

NIL

NIL

NIL

NIL

(3) Options and agreements to purchase/sell:

NIL

NIL

NIL

NIL

TOTAL:

NIL

NIL

NIL

NIL

All interests and all short positions should be disclosed.

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:

NONE

Details, including nature of the rights concerned and relevant percentages:

NONE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(c)        Irrevocable commitments and letters of intent

Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code):

NONE

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe of any person acting in concert with the party to the offer making the disclosure:

3.1 Interests of  the directors of Waterlogic plc

Director

Number of shares

% Interest

J Ben-David

20,004,138*

25.75

P Cohen

70,000

0.09

R Bell

5,000

0.01

A Recanati

19,414,137**

24.99

Z Gil

119,033

0.15

J Marshall

30,000

0.04

* Jeremy Ben-David was the settlor of, and he and his immediate family are beneficiaries of, the Siveytal Trust, of which Pentera Trustees Limited is the trustee with its nominee company, Pione Nominees Limited, being the registered owner of 19,954,138 Ordinary Shares. A further 50,000 Ordinary Shares are held by Bank Julius Baer, on behalf of Pentera Trustees Limited, as trustee of the Siveytal Trust.

** Ariel Recanati, his wife and their daughters are interested in 19,414,137 Ordinary Shares, which are held, or will in due course be held, by said individuals, directly or indirectly, or as beneficiaries of grantor retained annuity trusts or family trusts.

3.2 Rights to subscribe of the directors of Waterlogic plc

P Cohen

Grant date

Number of shares

Exercise price

Exercise period

27/9/2012

27/9/2012

30/6/2014

500,000

600,000

100,000

0p

0p

0p

31/12/2015 - 31/12/2020

31/12/2018 - 31/12/2023

30/6/2017 -

30/6/2022

R Bell

Grant date

Number of shares

Exercise price

Exercise period

11/6/2012

12/7/2013

5/2/2014

30/6/2014

6,667

208,333

80,000

125,000

0p

0p

0p

0p

11/6/2015 - 11/6/2020

01/5/2016 - 01/5/2021

31/12/2016 - 31/12/2021

30/6/2017 -

30/6/2022

B Raillard

Grant date

Number of shares

Exercise price

Exercise period

11/7/2011

123,390

0p

31/7/2013 - 31/7/2015

J Marshall

Grant date

Number of shares

Exercise price

Exercise period

11/7/2011

97,005

0p

11/7/2014 - 11/01/2016





3.3 Interests of other persons acting in concert


Party

Number of shares

% Interest

Party

Invesco Limited

20,131,089

25.91

Invesco Limited





If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3 for each additional class of relevant security.

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

If there are no such agreements, arrangements or understandings, state "none"

NONE

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i)  the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

NONE

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

Date of disclosure:

14 July 2014

Contact name:

Jill Lee-Young (Director - Group Legal - Waterlogic Plc)

Telephone number:

+44 1256 400 112

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel atmonitoring@disclosure.org.uk.  The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website atwww.thetakeoverpanel.org.uk.


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