TIDMINFI
RNS Number : 0419E
Infinis Energy plc
30 October 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
30 October 2015
For immediate release
Recommended Cash Acquisition
of
Infinis Energy plc ("Infinis")
by
Monterey Capital II S.à r.l. ("Monterey")
a Terra Firma group company
LETTERS OF INTENT RECEIVED
Further to the announcement of the recommended cash acquisition
by which the entire issued and to be issued ordinary share capital
of Infinis that Monterey does not already own will be acquired by
Monterey (the Acquisition) dated 22 October 2015 (the Announcement)
to be effected by means of a scheme of arrangement under Part 26 of
the Companies Act 2006, non-binding letters of intent have been
received by Monterey from Alliance Trust Investments Limited on
behalf of five funds of Alliance Trust Sustainable Future ICVC (the
Letters of Intent) to vote in favour of all necessary resolutions
in respect of the proposed Acquisition. These Letters of Intent
relate to 6,383,032 Infinis Ordinary Shares in aggregate
representing approximately 2.13 per cent. of the issued ordinary
capital of Infinis in issue on 29 October 2015 (being the last
Business Day before the date of this announcement) as follows:
Fund name Number of Infinis
Ordinary Shares
-------------------------------- ------------------
Alliance Trust Sustainable
Future Cautious Managed Fund 17,927
-------------------------------- ------------------
Alliance Trust Sustainable
Future Defensive Managed Fund 15,847
-------------------------------- ------------------
Alliance Trust Sustainable
Future Managed Fund 1,026,310
-------------------------------- ------------------
Alliance Trust UK Ethical
Fund 3,371,440
-------------------------------- ------------------
Alliance Trust Sustainable
Future UK Growth Fund 1,951,508
-------------------------------- ------------------
Each fund is the registered holder and beneficial owner of the
Infinis Ordinary Shares held by it.
Monterey has therefore received irrevocable undertakings and the
Letters of Intent to vote in favour of the Scheme at the Court
Meeting and the resolutions to be proposed at the General Meeting
in respect of 7,385,858 Infinis Ordinary Shares representing
approximately 2.46 per cent. of the issued ordinary share capital
of Infinis on 29 October 2015 (being the last Business Day prior to
the date of this Announcement).
Unless defined in this announcement, terms and expression in
this announcement shall have the meaning that is given to them in
the Announcement.
Copies of the Letters of Intent will, by no later than 12 noon
(London time) on 2 November 2015, be published on Terra Firma's
website at www.terrafirma.com and Infinis' website at
www.infinis.com until the end of the Acquisition.
Enquiries
Goldman Sachs International Tel: +44 (0) 20 7774 1000
(Sole Financial Adviser to Terra Firma and Monterey)
Alasdair Warren
Nimesh Khiroya
Alex Garner
Finsbury Tel: +44 (0) 20 7251 3801
(PR Adviser to Terra Firma and Monterey)
Rollo Head
Gordon Simpson
Further information
This announcement is not intended to and does not constitute, or
form part of, an offer, invitation or the solicitation of an offer
to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Acquisition or
otherwise, nor shall there be any sale, issuance or transfer of
securities of Infinis in any jurisdiction in contravention of
applicable law. The Acquisition will be made solely by means of the
Scheme Document, which will contain the full terms and conditions
of the Acquisition including details of how to vote in respect of
the Scheme. Any vote in respect of the Scheme or other response in
relation to the Acquisition should be made only on the basis on the
information contained in the Scheme Document.
Goldman Sachs International, which is authorised by the PRA and
regulated by the FCA and the PRA, is acting exclusively for Terra
Firma and Monterey and no--one else in connection with the
Acquisition and will not be responsible to anyone other than Terra
Firma and Monterey for providing the protections afforded to
clients of Goldman Sachs International nor for providing advice in
relation to the Acquisition or any other matters referred to in
this announcement.
Overseas jurisdictions
The availability of the Acquisition to Infinis Shareholders who
are not resident in and citizens of the UK may be affected by the
laws of the relevant jurisdictions in which they are located or of
which they are citizens. Persons who are not resident in the UK
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. Further details in
relation to overseas shareholders will be contained in the Scheme
Document.
The release, publication or distribution of this announcement in
or into jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves about, and
observe, any applicable requirements. Any failure to comply with
the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person. This announcement has
been prepared for the purposes of complying with English law, the
rules of the London Stock Exchange and the Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside of England.
Copies of this announcement and formal documentation relating to
the Scheme and the Acquisition will not be and must not be, mailed
or otherwise forwarded, distributed or sent in, into or from any
jurisdiction where to do so would violate the laws of that
jurisdiction.
US Holders should note that the Acquisition relates to the
securities of a UK company, is subject to UK disclosure
requirements (which are different from those of the US) and is
proposed to be implemented under a scheme of arrangement provided
for under English company law. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules
under the US Exchange Act. Accordingly, the Scheme will be subject
to UK disclosure requirements and practices, which are different
from the disclosure requirements of the US tender offer rules. The
financial information included in this announcement and the Scheme
documentation has been or will have been prepared in accordance
with generally accepted accounting principles of the UK and thus
may not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the US. If
Monterey exercises its right to implement the Acquisition by way of
a takeover offer, such offer will be made in compliance with
applicable US tender offer and securities laws and regulations.
The receipt of cash pursuant to the Acquisition by a US Holder
as consideration for the transfer of its Scheme Shares pursuant to
the Scheme may be a taxable transaction for US federal income tax
purposes and under applicable US state and local, as well as
foreign and other, tax laws. Each Infinis Shareholder is urged to
consult his independent professional adviser immediately regarding
the tax consequences of the Acquisition applicable to him.
It may be difficult for US Holders to enforce their rights and
claims arising out of the US federal securities laws, since
Monterey and Infinis are located in countries other than the US,
and some or all of their officers and directors may be residents of
countries other than the US. US Holders may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to
a US court's judgement.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, Monterey or its nominees, or its
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Infinis Ordinary Shares
outside of the United States, other than pursuant to the
Acquisition, until the date on which the Acquisition and/or Scheme
becomes effective, lapses or is otherwise withdrawn. In addition,
in accordance with the Code, normal United Kingdom practice and
Rule 14e-5(b) of the US Exchange Act, Goldman Sachs International,
while serving as a Financial Adviser to Monterey, or its affiliates
and certain identifiable business units, and Barclays, while
serving as Joint Financial Adviser to Infinis, or its affiliates
and certain identifiable business units will continue to act as an
exempt principal trader in Infinis Ordinary Shares on the London
Stock Exchange. These purchases may occur either in the open market
at prevailing prices or in private transactions at negotiated
prices. Any information about such purchases will be disclosed as
required in the UK, will be reported to a Regulatory Information
Service of the London Stock Exchange and will be available on the
London Stock Exchange website, www.londonstockexchange.com.
Forward looking statements
(MORE TO FOLLOW) Dow Jones Newswires
October 30, 2015 08:25 ET (12:25 GMT)
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