TIDMEAS
RNS Number : 3777W
Energy Assets Group plc
26 April 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
RECOMMENDED CASH ACQUISITION
OF
Energy Assets Group plc ("Energy Assets" or the "Company")
BY
Euston BidCo Limited ("BidCo")
an entity indirectly owned by investment funds controlled and
managed by Alinda Capital Partners III Ltd ("Alinda")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act
PUBLICATION OF SCHEME DOCUMENT
26 April 2016
On 18 April 2016, the boards of Energy Assets and BidCo jointly
announced the recommended cash acquisition by BidCo, a newly
established company indirectly wholly owned by the Alinda Funds,
which are controlled and managed by Alinda, of the entire issued
and to be issued share capital of Energy Assets (the
"Acquisition"). As outlined in that announcement, the Acquisition
is to be effected by way of a scheme of arrangement under Part 26
of the Companies Act 2006 (the "Scheme").
The board of directors of Energy Assets is now pleased to
announce the Scheme Document relating to the Acquisition, together
with the associated Forms of Proxy (as described therein), is being
posted today to Energy Assets Shareholders. The Scheme Document
sets out, amongst other things, the unanimous recommendation of the
Energy Assets Directors to vote in favour of the Acquisition, the
full terms and conditions of the Scheme, notices of the required
meetings and details of the action to be taken by Energy Asset
Shareholders.
A copy of the Scheme Document will also be made available
(subject to certain restrictions relating to persons resident in
Restricted Jurisdictions) on Alinda's website at www.alinda.com and
Energy Assets' website at www.energyassets.co.uk by no later than
12 noon (London time) on 27 April 2016.
Under the terms of the Acquisition, Energy Assets Shareholders
will receive 685 pence in cash for each Energy Assets Share held.
In total, BidCo has received irrevocable undertakings to vote in
favour of the Acquisition in respect of 12,486,776 Energy Assets
Shares, representing approximately 44.6 per cent. of the existing
issued share capital of Energy Assets.
Capitalised terms used but not defined in this announcement have
the meanings set out in the Scheme Document.
Action required
As further detailed in the Scheme Document, in order to become
effective, the Scheme will require, amongst other things, the
approval of Scheme Shareholders at the Court Meeting and the
passing of the Special Resolution at the General Meeting. Notices
convening the Court Meeting and General Meeting, commencing at
10.00 a.m. and 10.15 a.m. (or as soon thereafter as the Court
Meeting is concluded or adjourned), respectively, on 19 May 2016 at
the offices of Buchanan Communications, 107 Cheapside, London, EC2V
6DN, are contained in the Scheme Document.
You are strongly urged to complete, sign and return your Forms
of Proxy, or alternatively, submit your proxy by electronic means,
for both the Court Meeting and the General Meeting, as soon as
possible, and in any event by not later than 10am on 17 May
2016.
If you have any questions about the Scheme Document, the Court
Meeting or the General Meeting, or how to complete the Forms of
Proxy, please call Share Registrars on 01252 821 390, or if calling
from outside the UK, on +44 (0)1252 821 390.
Expected timetable
Subject to approval of the relevant meetings, Court approval and
the satisfaction or waiver of the other Conditions set out in the
Scheme Document, the Scheme is expected to become effective on 6
June 2016.
The current expected timetable of principal events for the
implementation of the Scheme is set out below. All references in
this document to times are to London time unless otherwise stated.
If any of the key dates set out in the timetable change, Energy
Assets will give notice of this change by issuing an announcement
via a Regulatory Information Service.
Event Time and/or date
Latest time for lodging Forms
of Proxy for the:
Court Meeting (blue form) 10.00 a.m. on
17 May, 2016(1)
General Meeting (white form) 10.15 a.m. on
17 May, 2016(2)
Voting Record Time for the 6.00 p.m. on
Court Meeting and the General 17 May, 2016(3)
Meeting
Court Meeting 10.00 a.m. on
19 May, 2016
General Meeting 10.15 a.m. on
19 May, 2016(4)
The following dates are indicative only
and are subject to change(5)
Court Hearing 2 June, 2016
Last day of dealings in Energy 3 June, 2016
Assets Shares
Dealings in Energy Assets 5.00 p.m. on
Shares suspended in London 3 June, 2016
Scheme Record Time 6.00 p.m. on
3 June, 2016
Effective Date of the Scheme 6 June, 2016
Delisting of Energy Assets 7 June, 2016
Shares
Last date of despatch of on or by 20 June,
cheques and crediting of 2016
CREST for cash consideration
due under the Scheme
Long Stop Date, being the 31 August, 2016
date by which the Scheme
must be implemented
(1) It is requested that blue Forms of Proxy for the Court
Meeting be received not later than 48 hours prior to the time
appointed for the Court Meeting. Blue Forms of Proxy not so lodged
may be handed to Share Registrars Limited on behalf of the Chairman
of the Court Meeting before the start of the Court Meeting.
(2) White Forms of Proxy for the General Meeting must be
received not later than 48 hours prior to the time appointed for
the General Meeting. White Forms of Proxy may NOT be handed to the
chairman of the General Meeting or Share Registrars Limited.
(3) If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned
meeting will be 6.00 p.m. on the day which is two days prior to the
date of the adjourned meeting.
(4) The General Meeting will commence at 10.15 a.m. on 19 May,
2016, or, if later, as soon thereafter as the Court Meeting has
concluded or been adjourned.
(5) These dates are indicative only and will depend, among other
things, on the date upon which (i) the Conditions are satisfied or
(if capable of waiver) waived (ii) the Court sanctions the Scheme
and (iii) the Court Order is delivered to the Registrar of
Companies which will be dependent on, amongst other things, the
period of time taken by HMRC to stamp the Court Order.
Enquiries
Alinda Capital Partners III Tel: +44 (0) 20 7101
Ltd 2500
Andrew Bishop
Evercore (Financial Adviser Tel: +44 (0) 20 7653
to Alinda and BidCo) 6000
Mark Connell
Ben Catt
Andrew Price
Energy Assets Group plc Tel: +44 (0) 1506
Philip Bellamy-Lee 405 405
John McMorrow
Numis (Rule 3 Financial Adviser Tel: +44 (0) 20 7260
to Energy Assets) 1000
Stuart Skinner
Stuart Ord
Charles Farquhar
Important notices
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting as financial adviser exclusively for
Alinda and BidCo and no one else in connection with the Acquisition
and will not regard any other person as its client in relation to
the matters referred to in this announcement and will not be
responsible to anyone other than Alinda and BidCo for providing the
protections afforded to clients of Evercore, nor for providing
advice in relation to the matters referred to in this announcement.
Neither Evercore nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Evercore in connection with this announcement, any statement
contained herein or otherwise.
Numis Securities Limited ("Numis"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting exclusively for Energy Assets and for no one else in
connection with the Acquisition and will not regard any other
person as its client in relation to the matters referred to in this
announcement and will not be responsible to anyone other than
Energy Assets for providing the protections afforded to clients of
Numis, nor for providing advice in relation to the matters referred
to in this announcement. Neither Numis nor any of its group
undertakings (as such term is defined in section 1161 of the
Companies Act 2006) or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Numis in connection with this
announcement, any statement contained herein or otherwise.
(MORE TO FOLLOW) Dow Jones Newswires
April 26, 2016 08:00 ET (12:00 GMT)
This announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or an invitation to purchase or subscribe for any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise. The
Acquisition will be made solely by means of the Scheme Document
(or, if applicable, a Takeover Offer) which will contain the full
terms and conditions of the Acquisition, including details of how
to vote in respect of the Acquisition. Any decision in respect of,
or other response to, the Acquisition should be made only on the
basis of the information contained in the Scheme Document (or, if
applicable, a Takeover Offer).
Overseas shareholders
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. The laws of certain
jurisdictions may affect the availability of the Acquisition to
persons who are not resident in the United Kingdom. Persons who are
not resident in the United Kingdom, or who are subject to laws of
any jurisdiction other than the United Kingdom, should inform
themselves about, and observe, any applicable requirements. Any
person (including, without limitation, nominees, trustees and
custodians) who would, or otherwise intends to, forward this
announcement, the Scheme Document or any accompanying document to
any jurisdiction outside the United Kingdom should refrain from
doing so and seek appropriate professional advice before taking any
action. In particular, the ability of persons who are not resident
in the United Kingdom to vote their Energy Assets Shares at the
Court Meeting or the General Meeting or to execute and deliver
Forms of Proxy appointing another to vote their Energy Assets
Shares in respect of the Court Meeting or the General Meeting on
their behalf, may be affected by the laws of the relevant
jurisdiction in which they are located.
Any failure to comply with the applicable legal or regulatory
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility and liability for the
violation of such restrictions by any person.
Unless otherwise determined by BidCo or required by the Code,
and permitted by applicable law and regulation, the Acquisition
will not be made, directly or indirectly, in or into or by use of
the mails or any other means or instrumentality (including, without
limitation, telephonic or electronic) of interstate or foreign
commerce of, or any facility of a national, state or other
securities exchange of, a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and no person may vote
in favour of the Acquisition by any such use, means,
instrumentality or form within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the
laws of that jurisdiction. Accordingly, copies of this announcement
and formal documentation relating to the Acquisition are not being,
and must not be, directly or indirectly, mailed or otherwise
forwarded or distributed in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and
persons receiving this announcement (including custodians, nominees
and trustees) must not distribute or send it into or from a
Restricted Jurisdiction.
The Acquisition relates to the shares of a UK company and it is
proposed to be made by means of a scheme of arrangement provided
for under the laws of England and Wales. The Scheme will relate to
the shares of a UK 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 proxy
solicitation or tender offer rules under the Exchange Act.
Accordingly, the Acquisition is subject to the disclosure
requirements and practices applicable in the UK to schemes of
arrangement, which differ from the disclosure requirements and
practices of US proxy solicitation and tender offer rules.
Financial information included in the relevant documentation will
have been prepared in accordance with accounting standards
applicable in the UK and may not be comparable to the financial
statements of US companies. However, if BidCo were to elect to
implement the Acquisition by means of a Takeover Offer, such
Takeover Offer shall be made in compliance with all applicable laws
and regulations, including Section 14(e) of the Exchange Act and
Regulation 14E thereunder. Such Takeover Offer would be made in the
United States by BidCo and no one else. In addition to any such
Takeover Offer, BidCo, certain affiliated companies and the
nominees or brokers (acting as agents) may make certain purchases
of, or arrangements to purchase, shares in Energy Assets outside
such Takeover Offer during the period in which such Takeover Offer
would remain open for acceptance. If such purchases or arrangements
to purchase are made they would be made outside the United States
in compliance with applicable law, including the Exchange Act.
Forward looking statements
This announcement, the Announcement and the Scheme Document
contain statements with respect to Alinda, BidCo and Energy Assets
that are or may be forward looking statements. All statements other
than statements of historical facts included in this announcement,
the Announcement and the Scheme Document may be forward looking
statements. Forward looking statements often use words such as
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "aim", "will", "may", "would", "could" or
"should" or other words of similar meaning or the negative thereof.
Forward looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
conditions, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of
the operations of the Energy Assets Group and potential synergies
resulting from the Acquisition; and (iii) the effects of government
regulation on the business of the Energy Assets Group.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of any such person, or
industry results, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are
based on numerous assumptions regarding the present and future
business strategies of such persons and the environment in which
each will operate in the future. You are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of the date hereof. All subsequent oral or written
forward-looking statements attributable to Alinda, BidCo or Energy
Assets or any persons acting on their behalf are expressly
qualified in their entirety by the cautionary statement above. None
of Alinda, BidCo or Energy Assets undertake any obligation to
update publicly or revise forward-looking or other statements
contained in this announcement, the Announcement or the Scheme
Document whether as a result of new information, future events or
otherwise, except to the extent legally required.
No profit forecasts or estimates
No statement in this announcement, the Announcement or the
Scheme Document is intended as a profit forecast or estimate for
any period and no statement in this announcement, the Announcement
or the Scheme Document should be interpreted to mean that earnings
or earnings per ordinary share for Energy Assets for the current or
future financial years would necessarily match or exceed the
historical published earnings or earnings per ordinary share for
Energy Assets.
Right to switch to a Takeover Offer
BidCo reserves the right to elect, with the consent of the
Panel, to implement the Acquisition by way of a Takeover Offer for
the entire issued and to be issued share capital of Energy Assets
as an alternative to the Scheme. In such an event, the Takeover
Offer will be implemented on substantially the same terms as those
which would apply to the Scheme (subject to appropriate amendments,
including (without limitation, and if agreed with the Panel) the
inclusion of an acceptance condition set at 90 per cent. of the
shares to which such Takeover Offer relates or such lesser
percentage, being more than 50 per cent., as BidCo may decide).
Publication on website
A copy of this announcement will be made available (subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions) on Alinda's website at www.alinda.com and Energy
Assets' website at www.energyassets.co.uk by no later than 12 noon
(London time) on 27 April 2016.
Neither the contents of these websites nor the content of any
other website accessible from hyperlinks on such websites is
incorporated into, or forms part of, this Announcement.
Information relating to Energy Assets Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Energy Assets Shareholders, persons
with information rights and other relevant persons for the receipt
of communications from Energy Assets may be provided to BidCo
during the Offer Period as required under Section 4 of Appendix 4
of the Code to comply with Rule 2.12(c) of the Code.
Disclosure requirements of the Code
(MORE TO FOLLOW) Dow Jones Newswires
April 26, 2016 08:00 ET (12:00 GMT)
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 securities exchange 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 securities exchange 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
securities exchange 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 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange 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 securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. 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 securities exchange
offeror(s), 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 pm
(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
securities exchange 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 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCIFMBTMBMTBLF
(END) Dow Jones Newswires
April 26, 2016 08:00 ET (12:00 GMT)
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