TIDMMYT
RNS Number : 8523L
Raksha Energy Holdings Limited
24 April 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
24 April 2018
RECOMMED CASH OFFER
for
MYTRAH ENERGY LIMITED ("Mytrah")
by
RAKSHA ENERGY HOLDINGS LIMITED ("Raksha")
PUBLICATION OF THE OFFER DOCUMENT
It was announced on 4 April 2018 that the board of directors of
Raksha and the Independent Mytrah Directors had reached agreement
on the terms of a cash offer unanimously recommended by the
Independent Mytrah Directors pursuant to which Raksha will acquire
the entire issued and to be issued ordinary share capital of Mytrah
not already directly or indirectly owned by the Raksha Group (the
"Offer").
Raksha announces that the offer document, which contains the
terms and conditions of the Offer and the procedures for acceptance
(the "Offer Document"), is being published today with the Form of
Acceptance and is being dispatched to shareholders.
The Offer Document will be available at www.mytrah.com by no
later than 12 noon (London time) on the Business Day following the
date of this announcement and will be available for the duration of
the Offer Period.
The First Closing Date of the Offer, as set out in the Offer
Document, is 1.00 p.m. on 15 May 2018.
Defined terms used but not defined in this announcement have the
meanings set out in the Offer Document.
The information communicated in this announcement is inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) No. 596/2014.
Enquiries:
Raksha Energy Holdings Limited
Kathryn Tully +44 (0)1534 825 200
Craven Street Capital Limited (Financial
Adviser to Raksha)
Soondra Appavoo
Charles Lens +44 (0)20 3890 8606
Mytrah Energy Limited (via Yellow Jersey
PR Limited)
Russell Walls
Rohit Phansalkar +44 (0)7555 159 808
Investec (Rule 3 Financial Adviser to
Mytrah)
Jeremy Ellis
Chris Sim +44 (0)20 7597 4000
Yellow Jersey PR Limited
Charles Goodwin +44 (0)7747 788 221
Abena Affum +44 (0)7555 159 808
Squire Patton Boggs (UK) LLP and Mourant Ozannes LP are retained
as legal advisers to Raksha.
Gowling WLG (UK) LLP and Carey Olsen (Guernsey) LLP are retained
as legal advisers to Mytrah.
Important notices relating to financial advisers and brokers
Craven Street Capital Limited, which is an appointed
representative of Resolution Compliance Limited which is authorised
and regulated by the Financial Conduct Authority in the United
Kingdom, is acting as exclusive financial adviser to Raksha and no
one else in connection with the Offer. In connection with such
matters, Craven Street Capital Limited, its affiliates and their
respective directors, officers, employees and agents will not
regard any other person as their client, nor will they be
responsible to any other person for providing the protections
afforded to their clients or for providing advice in relation to
the Offer, the contents of this announcement or any other matter
referred to herein.
Investec Bank plc, which is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United
Kingdom, is acting as exclusive financial adviser to Mytrah and no
one else in connection with the Offer. In connection with such
matters, Investec, its affiliates and their respective directors,
officers, employees and agents will not regard any other person as
their client, nor will they be responsible to any other person for
providing the protections afforded to their clients or for
providing advice in relation to the Offer, the contents of this
announcement or any other matter referred to herein.
Further information
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any 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 Offer or otherwise. This announcement
does not constitute a prospectus or a prospectus equivalent
document.
The Offer will be made solely by means of the Offer Document,
and in respect of Mytrah Shares held in certificated form, the Form
of Acceptance accompanying the Offer Document, which will contain
the full terms and conditions of the Offer, including details of
how the Offer may be accepted. Any response to the Offer should be
made only on the basis of information contained in those documents.
Mytrah Shareholders are advised to carefully read the formal
documentation and any documents incorporated into it by reference
in whole and, if your Mytrah Shares are held in certificated form
the Form of Acceptance.
This announcement has been prepared for the purposes of
complying with English law, Guernsey law, the AIM Rules and the
Takeover 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 and regulations of
jurisdictions outside the United Kingdom and Guernsey. Nothing in
this announcement should be relied on for any other purpose.
Overseas jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom and Guernsey and the
ability of the Mytrah Shareholders, and other persons, who are not
resident in the United Kingdom or Guernsey to participate in the
Offer may be affected by the laws of relevant jurisdictions.
Therefore, any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or Guernsey, or Mytrah
Shareholders who are not resident in the United Kingdom or
Guernsey, will need to inform themselves about, and observe, any
applicable legal or regulatory requirements. Any failure to comply
with the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. Further details in
relation to Overseas Shareholders will be contained in the Offer
Document.
The Offer is not being, and will not be, made available,
directly or indirectly, in or into or by the use of the mails of,
or by any other means or instrumentality (including, but not
limited to, facsimile, e-mail or other electronic transmission,
telex or telephone) of interstate or foreign commerce of, or any
facility of a national state or other securities exchange of, any
Restricted Jurisdiction and will not be capable of acceptance by
any such use, means, instrumentality or facility from or within any
Restricted Jurisdiction.
Accordingly, copies of this announcement, the Offer Document,
the Form of Acceptance and all documents relating to the Offer are
not being, and must not be, directly or indirectly, mailed,
transmitted or otherwise forwarded, distributed or sent in, into or
from any Restricted Jurisdiction and persons receiving this
document (including, without limitation, agents, nominees,
custodians and trustees) must not distribute, send or mail it in,
into or from such jurisdiction. Any person (including, without
limitation, any agent, nominee, custodian or trustee) who has a
contractual or legal obligation, or may otherwise intend, to
forward this announcement to a jurisdiction outside the United
Kingdom or Guernsey should inform themselves of, and observe, any
applicable legal or regulatory requirements of their
jurisdiction.
The receipt of cash pursuant to the Offer by Mytrah Shareholders
may be a taxable transaction under applicable national, state and
local, as well as foreign and other tax laws. Each Mytrah
Shareholder is urged to consult their independent professional
adviser regarding the tax consequences of accepting the Offer.
No person has been authorised to make any representations on
behalf of Raksha, any member of the Raksha Group, Mytrah or any
member of the Mytrah Group concerning the Offer which are
inconsistent with the statements contained in this announcement and
any such representations, if made, may not be relied upon as having
been so authorised.
You should not construe the contents of this announcement as
legal, financial or taxation advice, and should consult with your
own advisers as to the matters described in this announcement.
Forward-looking statements
This announcement contains statements that are or may be
forward-looking statements. All statements other than statements of
historical facts included in this document may be forward-looking
statements. Without limitation, any statements preceded or followed
by or that include the words "targets", "plans", "believes",
"expects", "aims", "intends", "will", "should", "could", "would",
"may", "anticipates", "estimates", "synergy", "cost-saving",
"projects", "goal", "asset values" or "strategy" or, words or terms
of similar substance or the negative thereof, are forward-looking
statements. Forward-looking statements include statements relating
to the following: (i) future capital expenditures, expenses,
revenues, earnings, asset values, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the
expansion and growth of Raksha's or Mytrah's operations and
potential synergies resulting from the Offer; and (iii) the effects
of government regulation on Raksha's or Mytrah's respective
businesses.
These forward-looking statements are not guarantees of future
financial performance and are naturally subject to uncertainty and
changes in circumstances. Except as expressly provided in this
announcement, they have not been reviewed by the auditors of Raksha
or Mytrah. By their nature, such forward-looking statements involve
known and unknown risks and uncertainties because they relate to
events and depend on circumstances that will occur in future, and
are based on certain key assumptions, and the factors described in
the context of such forward-looking statements in this document
could cause actual results, outcomes and developments to differ
materially from those projected or implied by such forward-looking
statements. Many factors could cause actual results to differ
materially from those projected or implied in any forward-looking
statements. Many of these risks and uncertainties relate to factors
that are beyond the entities' ability to control or estimate
precisely, such as, but not limited to, general business and market
conditions both globally and locally, political, economic and
regulatory forces, industry trends and competition, future exchange
and interest rates, changes in government and regulation including
in relation to health and safety, the environment, labour relations
and tax rates and future business combinations or dispositions. Due
to such uncertainties and risks, readers are cautioned not to place
undue reliance on such forward-looking statements, which speak only
as of the date hereof. All subsequent oral or written
forward-looking statements attributable to Raksha or Mytrah or any
of their respective members, directors, officers or employees or
any persons acting on their behalf are expressly qualified in their
entirety by the cautionary statement above. Raksha and Mytrah
disclaim any obligation to update any forward-looking or other
statements contained herein, except as required by applicable law
or regulation.
No profit forecast
No statement in this announcement is intended or shall be deemed
to be or constitute a forecast, projection or estimate of the
future financial performance of Raksha, Mytrah, any member of the
Mytrah Group or the Raksha Group or the enlarged Raksha Group for
any period, nor should any statements in this announcement be
interpreted to mean that earnings or earnings per share of those
entities (where relevant) for the current or future financial
periods will necessarily be greater or less than those of the
historical published earnings per share of those entities (where
relevant) except where otherwise stated.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 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 p.m. (London time) on the 10th Business
Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (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 Takeover Code, any person who is, or
becomes, interested in 1 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 p.m.
(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.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Takeover Code, Mytrah
announces that as at the date of this announcement it has
173,439,323 ordinary shares of no par value in issue and admitted
to trading on the AIM Market of the London Stock Exchange. The
International Securities Identification Number for the Mytrah
Shares is GG00B64BJ143.
Information relating to Mytrah Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Mytrah Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Mytrah may be provided to Raksha during the
Offer Period as required under Section 4 of Appendix 4 to the
Takeover Code.
Publication on website
A copy of the Offer Document will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on Mytrah's website at www.mytrah.com
by no later than 12 noon (London time) on the Business Day
following the date of this announcement and for the duration of the
Offer Period. For the avoidance of doubt the content of that
website is not incorporated into and does not form part of this
announcement.
A hard copy of the Offer Document will be sent to Mytrah
Shareholders (other than Mytrah Shareholders who have elected to
receive electronic communications) in the near future. Mytrah
Shareholders may request a hard copy of this announcement by
contacting the Company Secretary during business hours on +91 40
337 60103 or by submitting a request in writing to the Company
Secretary at Mytrah, Uday.Chandra@mytrah.com. Mytrah Shareholders
may also request that all future documents, announcements and
information to be sent to them in relation to the Offer should be
in hard copy form.
Reduction of Offer consideration in the event of dividend and/or
distribution and/or return of capital
The Mytrah Shares will be acquired by Raksha fully paid and free
from all liens, charges, equitable interests, encumbrances,
options, rights of pre-emption and any other third party rights and
interests of any nature and together with all rights attaching to
them, including, without limitation, the right to receive and
retain, in full, all dividends and other distributions (if any)
declared, made or paid, or any other return of capital (whether by
way of reduction of share capital or share premium account or
otherwise) made on or after the date of the Rule 2.7 Announcement
in respect of them. Accordingly insofar as a dividend and/or
distribution and/or a return of capital is proposed, declared,
made, paid or payable by Mytrah in respect of a Mytrah Share on or
after the date of the Rule 2.7 Announcement, Raksha reserves the
right to reduce by the amount of the dividend and/or distribution
and/or return of capital, the consideration payable under the Offer
in respect of a Mytrah Share except insofar as the Mytrah Share is
or will be transferred on a basis which entitles Raksha alone to
receive the dividend and/or distribution and/or return of
capital but if that reduction in consideration has not been
effected, the person to whom the consideration payable under the
Offer is paid in respect of that Mytrah Share will be obliged to
account to Raksha for the amount of such dividend and/or
distribution and/or return of capital
Time
In this announcement references to time are to London time.
Expected timetable of Principal Events
Event Expected time/date
Publication of the Rule 2.7 4 April 2018
Announcement
Publication and posting of 24 April 2018
the Offer Document and the
Form of Acceptance
First Closing Date 1.00 p.m. (London time) on 15 May
2018
Settlement of consideration Within 14 days of the later of:
to Mytrah Shareholders who the First Closing Date of the Offer,
validly accept the Offer the date the Offer becomes or is
prior to the Offer becoming declared unconditional in all respects
or being declared unconditional or the date of receipt of an acceptance
in all respects complete in all respects
Settlement of consideration Within 14 days of the receipt of
to Mytrah Shareholders who a valid acceptance of the Offer
validly accept the Offer
after the Offer becomes or
is declared unconditional
in all respects
Earliest date for cancellation 7.00 a.m. (London time) on 2 May
of admission to trading of 2018
Mytrah Shares on AIM
The Offer will remain open for acceptance for a minimum of 14
days after the Offer becomes or is declared unconditional.
Future dates and times set out in the table above in connection
with the Offer are indicative and may change in accordance with the
terms and conditions of the Offer as described in this
document.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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