TIDMADES
RNS Number : 2025V
ADES International Holding PLC
12 April 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE, OR FORM PART OF, AN OFFER OR AN INVITATION TO PURCHASE,
SUBSCRIBE FOR OR SELL ANY SECURITIES OR A SOLICITATION OF ANY OFFER
TO PURCHASE, SUBSCRIBE FOR OR SELL ANY SECURITIES. THE OFFER
REFERRED TO IN THIS ANNOUNCEMENT IS MADE SOLELY BY WAY OF THE OFFER
DOCUMENT AND, WHERE APPROPRIATE, ANY RELATED FORM OF ACCEPTANCE
WHICH TOGETHER CONTAIN THE FULL TERMS AND CONDITIONS OF THE OFFER,
INCLUDING DETAILS OF HOW THE OFFER MAY BE ACCEPTED.
FOR IMMEDIATE RELEASE
12 April 2021
RECOMMED CASH OFFER FOR AND PROPOSED DELISTING OF
ADES International Holding plc
by
Innovative Energy Holding Ltd
a newly formed company to be jointly owned by
ADES Investments Holding Ltd, The Public Investment Fund of the
Kingdom of Saudi Arabia and Zamil Group Investment Co.
SATISFACTION OF CERTAIN CONDITIONS TO THE OFFER
1. Introduction
On 8 March 2021, the Independent Directors of ADES International
Holding plc ("ADES International") and Innovative Energy Holding
Ltd ("Innovative Energy") announced that they had reached agreement
on the terms of a recommended cash offer to be made by Innovative
Energy for the entire issued and to be issued ordinary share
capital of ADES International not already owned or treated as owned
by Innovative Energy and its associates for the purposes of the
DIFC Companies Law (the "Offer").
On 11 March 2021, ADES International and Innovative Energy
further announced the publication of the offer document containing
the full terms and conditions of the Offer and procedures for its
acceptance (the "Offer Document").
Further to the announcement by ADES International earlier today
in respect of its EGM results, the Independent Directors and
Innovative Energy are now pleased to announce that certain
conditions to the Offer have now been satisfied leaving the Offer
conditional only on the satisfaction of the Acceptance Condition
contained in the Offer Document and referred to below.
THE OFFER IS NOT GOVERNED BY THE TERMS OF THE CITY CODE ON
TAKEOVERS AND MERGERS OR THE DUBAI FINANCIAL SERVICES AUTHORITY
TAKEOVER RULES.
Unless otherwise stated, words defined in the Offer Document
have the same meanings in this announcement.
2. Satisfaction of Conditions relating to GAC clearance and ADES
Shareholder approval of the Disapplication Resolution
The Offer is subject to certain Conditions, including the
following:
(a) Shareholder approval of the Disapplication Resolution
The Disapplication Resolution being duly passed by the requisite
number of ADES Shareholders at a general meeting of ADES
International (or any adjournment thereof).
(b) GAC clearance
i. the Saudi General Authority for Competition ( "GAC" ) having
issued a notice or decision approving the Acquisition or stating
that GAC has no objection to the consummation of the Acquisition
(in each case, on terms reasonably satisfactory to Innovative
Energy and whether conditionally or unconditionally) and, where any
such notice or decision is conditional, the conditional notice or
decision has not been withdrawn by the GAC (because of
non-compliance with the conditions set forth in the decision or
notice);
ii. the Acquisition having been deemed approved by GAC because
the applicable waiting period as prescribed in the Competition Law
issued by Royal Decree No. (M/75) dated 20/06/1440H and its
Implementing Regulations issued by GAC Board Resolution No. (337)
dated 25/1/1441H has expired without the GAC issuing any notice or
decision to any of the parties or by way of public announcement;
or
iii. the Governor or Board of GAC having confirmed in writing
(addressed to all or any of the Parties, as appropriate) that the
requirement to file for economic concentration clearance does not
apply (or has been waived) in respect of the Acquisition.
The Independent Directors and Innovative Energy are pleased to
announce that the Conditions in relation to GAC clearance and ADES
Shareholder approval of the Disapplication Resolution have now been
satisfied.
3. Offer now conditional only on Acceptance Condition and
intended to remain open until 1.00 P.M. (London Time) on 20 April
2021
The above-mentioned conditions having been satisfied, the Offer
is now conditional only upon the satisfaction of the Acceptance
Condition which, in order to be satisfied, requires the receipt of
valid acceptances of the Offer in respect of not less than
8,768,741 ADES Shares to which the Offer relates (or such lesser
number of ADES Shares as Innovative Energy may decide).
Innovative Energy further announces that it intends for the
Offer to remain open until the Closing Date, being 1.00 p.m.
(London time) on 20 April 2021 .
ADES Shareholders who have not yet accepted the Offer are urged
to do so by taking the following action:
a) If you hold your ADES Shares, or any of them, in
uncertificated form (that is, as Depositary Interests in CREST),
you should follow the procedure for Electronic Acceptance through
CREST so that the relevant TTE Instruction settles as soon as
possible but, in any event, by no later than 1.00 p.m. (London
time) on 20 April 2021. If you are a CREST sponsored member, you
should refer to your CREST sponsor as only your CREST sponsor will
be able to send the necessary instructions to Euroclear. Further
details on the procedures for acceptance of the Offer if you hold
any of your ADES Shares in uncertificated form are set out in
paragraph 18 of Part I of the Offer Document.
b) If you do not hold your ADES Shares in uncertificated form
(that is, as Depositary Interests in CREST), you should contact the
Receiving Agent, Link Group, on 0371 664 0300 (if calling from
within the UK) or on +44 (0) 208 639 3399 (if calling from outside
the UK). A Form of Acceptance may be provided to you. The terms and
conditions set out in any Form of Acceptance will be deemed to form
part of the terms and conditions applicable to this Offer.
ADES Shareholders are advised to read paragraph 18 of Part I of
the Offer Document which contains full details on how to accept the
Offer.
4. Delisting of ADES Shares and re-registration as a private company
As set out in the Offer Document, should the Offer become
unconditional in all respects upon the Acceptance Condition being
satisfied, Innovative Energy intends to procure that ADES
International will make an application to the FCA for the
cancellation of the listing of the ADES Shares from the Standard
Segment of the Official List and to the London Stock Exchange for
the cancellation of the admission to trading of the ADES Shares on
the London Stock Exchange's Main Market.
Any such cancellation of listing and admission to trading is
anticipated to take effect approximately 20 Business Days from the
date on which the Acceptance Condition is satisfied and the Offer
becomes unconditional in all respects accordingly.
ADES Shareholders are reminded that any delisting of the ADES
Shares and the re-registration of ADES International as a private
limited company will significantly reduce the liquidity and
marketability of any ADES Shares in respect of which the Offer has
not been accepted at that time and their value may be affected as a
consequence. Any remaining ADES Shareholders will, in this case,
become minority shareholders in a majority controlled private
limited company and may therefore be unable to sell their ADES
Shares. There can be no certainty that ADES International will pay
any further dividends or other distributions in this case, or that
such minority ADES Shareholders will again be offered an
opportunity to sell their ADES Shares on terms which are equivalent
to or no less advantageous than those under the Offer.
Enquiries
ADES International Tel: +202 385 25354 (Ext.
350)
Hussein Badawy
Innovative Energy Tel: +202 385 25354 (Ext.
400)
Legal Department
EFG Hermes (financial adviser Tel: +9714 363 4023
to ADES Investments and Innovative
Energy )
Mohamed Fahmi
Mohamed Abou Samra
Nour Fahmy
Moelis & Company (financial Tel: +971 4 304 5000
adviser to the Public Investment
Fund)
Rami Touma
Liam Beere
Wouter Leemhuis
Amit Kumar
Andrew Coates
Investec Bank plc (joint corporate Tel: +44 (0)207 597 5712
broker to ADES International)
Chris Sim
Canaccord Genuity Limited (joint Tel: +44 (0)207 523 8000
corporate broker to ADES International)
Henry Fitzgerald-O'Connor
James Asensio
ADES International LEI Number: 213800WADXE5U3ZY1K46
Important Notice
This announcement is for information purposes only and 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 Offer or otherwise, nor shall there
be any sale, issuance or transfer of securities of ADES
International in any jurisdiction in contravention of applicable
law.
EFG Hermes, which is authorised regulated by the Dubai Financial
Services Authority in the Dubai International Financial Centre, is
acting as financial adviser exclusively for ADES Investments and
Innovative Energy and no one else in connection with the matters
set out in this announcement and will not regard any other person
as its client in relation to the matters set out in this
announcement and will not be responsible to anyone other than ADES
Investments and Innovative Energy for providing the protections
afforded to clients of EFG Hermes or its affiliates, nor for
providing advice in relation to the contents of this announcement
or any other matter referred to herein. Neither EFG Hermes 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 EFG Hermes in connection with
this announcement, any statement contained herein or otherwise.
Moelis & Company, which is authorised and regulated by the
FCA in the United Kingdom, is acting as financial adviser
exclusively for the Public Investment Fund and no one else in
connection with the matters set out in this announcement and will
not regard any other person as its client in relation to the
matters set out in this announcement and will not be responsible to
anyone other than the Public Investment Fund for providing the
protections afforded to clients of Moelis & Company, nor for
providing advice in relation to the contents of this announcement
or any other matter referred to herein. Neither Moelis &
Company 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 Moelis &
Company in connection with this announcement, any statement
contained herein or otherwise.
Investec, which is authorised in the United Kingdom by the
Prudential Regulation Authority ("PRA") and regulated by the FCA
and the PRA, and Canaccord, which is authorised and regulated in
the United Kingdom by the FCA, are acting as joint corporate
brokers for ADES International and no one else and will not regard
any other person as their client in relation to the matters set out
in this announcement and will not be responsible to anyone other
than ADES International for providing the protections afforded to
their respective clients. Neither Investec, Canaccord nor any of
their respective subsidiaries, branches or affiliates owe or accept
any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person in connection with this announcement, any statement
contained herein or otherwise.
No profit forecasts or estimates
Nothing in this announcement is intended or shall be deemed to
be a forecast, projection or estimate of the future financial
performance of Innovative Energy or ADES International and no
statement in this announcement should be interpreted to mean that
earnings or earnings per share of Innovative Energy or ADES
International (where relevant) for the current or future financial
years would necessarily match or exceed the historical published
earnings or earnings per share for Innovative Energy or ADES
International, as appropriate.
Publication on website
A copy of this announcement will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on ADES International's website at
http://investors.adihgroup.com/en/disclaimer as soon as practicable
following the date of this announcement. For the avoidance of
doubt, the content of the website is not incorporated into and does
not form part of this announcement.
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END
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