TIDMEAS
RNS Number : 8902A
Energy Assets Group plc
10 June 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
IMPROVED RECOMMED 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
POSTING OF SUPPLEMENTARY CIRCULAR
10 June 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 "Original
Proposed 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").
On 26 April 2016, the Company sent to Energy Assets Shareholders
a Scheme Document setting out, among other things, details of the
Original Proposed Acquisition, the full terms and conditions of the
Scheme and an Explanatory Statement, together with the action to be
taken by Energy Assets Shareholders. The Scheme Document also
contained notices convening the Court Meeting and General Meeting,
both of which were scheduled to be held at the offices of Buchanan
Communications, 107 Cheapside, London, on 19 May 2016. These
meetings were adjourned as described in an announcement on 19 May
2016.
On 8 June 2016, the boards of Energy Assets and BidCo jointly
announced that they had reached agreement on the terms of an
improved recommended cash acquisition by BidCo of the entire issued
and to be issued share capital of Energy Assets at a price of 722.5
pence in cash for each Energy Assets Share, valuing the entire
issued and to be issued share capital of Energy Assets at
approximately GBP209 million, to be effected by a Court-sanctioned
scheme of arrangement.
The board of directors of Energy Assets is now pleased to
announce that a Supplementary Circular relating to the Improved
Acquisition is being posted today to Energy Assets Shareholders.
The Supplementary Circular sets out, amongst other things, the
unanimous recommendation of the Energy Assets Directors to vote in
favour of the Improved Acquisition, notice of the reconvening of
the Court Meeting and the General Meeting and details of the action
to be taken by Energy Asset Shareholders.
A copy of the Supplementary Circular 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 13 June 2016.
Under the terms of the Improved Acquisition, Energy Assets
Shareholders will receive 722.5 pence in cash for each Energy
Assets Share held. In total, BidCo has received irrevocable
undertakings to vote in favour of the Improved Acquisition in
respect of 22,253,740 Energy Assets Shares, representing
approximately 79.5 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 Supplementary Circular.
Action required
As further detailed in the Supplementary Circular, 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. Notice of
the reconvening of the Court Meeting and of the 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 24
June 2016 at the offices of Buchanan Communications, 107 Cheapside,
London, EC2V 6DN, are contained in the Supplementary Circular.
If you have already submitted Forms of Proxy for the Court
Meeting and/or the General Meeting and do not wish to change your
voting instructions you need take no further action as your Forms
of Proxy will continue to be valid in respect of the Reconvened
Court Meeting and Reconvened General Meeting.
If you are yet to submit either or both of the blue and white
Forms of Proxy sent to you with the Scheme Document, it is very
important that you complete and return both Forms of Proxy to
ensure the outcome of the Reconvened Court Meeting and the
Reconvened General Meeting fairly reflects the wishes of the Energy
Assets Shareholders.
If you have submitted Forms of Proxy for the Court Meeting and
General Meeting and now wish to change your voting instructions, or
if you have misplaced your Forms of Proxy, you should contact
Energy Assets' registrars, Share Registrars Limited, on 01252 821
390 or, if calling from outside the UK, on +44(0) 1252 821 390
between 9.00 a.m. and 5.30 p.m. Monday to Friday excluding public
holidays to obtain new Forms of Proxy.
If you are yet to submit either or both Forms of Proxy and
whether or not you plan to attend the Reconvened Court Meeting and
Reconvened General Meeting, you are strongly encouraged to sign and
return your Forms of Proxy, or to appoint a proxy electronically,
as referred to below, as soon as possible and in any event so as to
be received by the Company's registrars, Share Registrars Limited,
by the following times and dates:
Blue Forms of Proxy for the Reconvened Court Meeting 10.00 a.m. on 22 June 2016
White Forms of Proxy for the Reconvened General Meeting 10.15 a.m. on 22 June 2016
(or in the case of a further adjourned meeting, not later than
48 hours prior to the time and date set out for the adjourned
meeting).
If you have any questions about the Supplementary Circular, the
Scheme Document, the Reconvened Court Meeting or the Reconvened
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
Supplementary Circular, the Scheme is expected to become effective
on 5 July 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:
Reconvened Court Meeting 10.00 a.m. on
(blue form) 22 June, 2016(1)
Reconvened General Meeting 10.15 a.m. on
(white form) 22 June, 2016(2)
Voting Record Time for the 10.00 a.m. on
Reconvened Court Meeting 22 June, 2016(3)
Voting Record Time for the 10.15 a.m. on
Reconvened General Meeting 24 June 2016(3)
Reconvened Court Meeting 10.00 a.m. on
24 June 2016
Reconvened General Meeting 10.15 a.m. on
24 June 2016(4)
The following dates are subject to change(5)
Court Hearing to sanction 1 July 2016
the Scheme
Last day of dealings in, 4 July 2016
and for registration of transfers
and disablement in CREST
of, Energy Assets Shares
Dealings in Energy Assets 5.00 p.m. on
Shares suspended in London 4 July 2016
Scheme Record Time 6.30 p.m. on
4 July 2016
Effective Date of the Scheme 5 July 2016
Delisting of Energy Assets 6 July 2016
Shares
Last date of despatch of on or by 19 July
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 Reconvened
Court Meeting be received not later than 48 hours prior to the time
appointed for the Reconvened Court Meeting. Blue Forms of Proxy not
so lodged may be handed to Share Registrars Limited on behalf of
the Chairman of the Reconvened Court Meeting before the start of
the Reconvened Court Meeting.
(2) White Forms of Proxy for the Reconvened General Meeting must
be received not later than 48 hours prior to the time appointed for
the Reconvened General Meeting. White Forms of Proxy may NOT be
handed to the chairman of the Reconvened General Meeting or Share
Registrars Limited.
(3) If either of the Reconvened Court Meeting or the Reconvened
General Meeting is adjourned, the Voting Record Time for the
relevant reconvened meeting will be 48 hours prior to the date and
time set for the adjourned meeting.
(4) The Reconvened General Meeting will commence at 10.15 a.m.
on 24 June 2016, or, if later, as soon thereafter as the Reconvened
Court Meeting shall have been concluded or 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 Improved
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 Improved 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.
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 Improved Acquisition or otherwise. The
Improved Acquisition will be made solely by means of the Scheme
Document, as supplemented by the Supplementary Circular (or, if
applicable, a Takeover Offer) which will contain the full terms and
conditions of the Improved Acquisition, including details of how to
vote in respect of the Improved Acquisition. Any decision in
respect of, or other response to, the Improved Acquisition should
be made only on the basis of the information contained in the
Scheme Document, as supplemented by the Supplementary Circular (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 Improved
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 Supplementary Circular, 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 Improved 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 Improved
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 Improved 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
Improved 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 Improved 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 Improved 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 Improved 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, the Scheme Document and the
Supplementary Circular 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, the Scheme
Document and the Supplementary Circular 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 Improved 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, the Scheme
Document or the Supplementary Circular 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, the Scheme
Document or the Supplementary Circular is intended as a profit
forecast or estimate for any period and no statement in this
announcement, the Announcement, the Scheme Document or the
Supplementary Circular 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 Improved 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), so far as applicable.
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 13 June 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
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
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June 10, 2016 07:02 ET (11:02 GMT)
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