TIDMIBPO
RNS Number : 3545O
iEnergizer Limited
09 June 2022
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 SUCH
JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF
THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE
MADE NOR AS TO THE TERMS ON WHICH ANY FIRM OFFER MIGHT BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
9 June 2022
iEnergizer Limited
Statement regarding press speculation
The Board of iEnergizer Limited ("iEnergizer" or the "Company")
notes the recent press speculation and confirms that it is
undertaking a review of strategic options available to the Company
in order to maximise value for all existing shareholders. As part
of this process, the Company has entered into preliminary
discussions with BPEA Advisors Private Limited ("BPEA") regarding a
possible sale of iEnergizer.
Discussions with BPEA are ongoing and the Board will keep
shareholders updated as appropriate. There can be no certainty that
any firm offer will be made or as to the terms on which any offer
might be made.
In accordance with Rule 2.6(a) of the Code, BPEA is required, by
no later than 5.00 p.m. (London time) on 7 July 2022, being 28 days
after the date of this announcement, to either announce a firm
intention to make an offer for the Company in accordance with Rule
2.7 of the Code or announce that it does not intend to make an
offer, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Code applies. This deadline can
be extended with the consent of the Takeover Panel in accordance
with Rule 2.6(c) of the Code.
The person responsible for arranging release of this
announcement on behalf of iEnergizer is Anil Aggarwal, Chief
Executive Officer.
Enquiries:
iEnergizer ltd Tel: +44 (0) 1481 242 233
Chirs de Putron
----------------------------------------------
Mark De La Rue
----------------------------------------------
Barclays (Joint Financial Tel: +44 (0) 20 7623 2323
Adviser)
Omar Faruqui
Aamir Khan
Ashish Jhaveri
----------------------------------------------------
J.P. Morgan Cazenove (Joint Financial Tel: +44 (0) 20 7742
Adviser) 4000
-----------------------------------------
James Robinson
Ravi Shankar
Nitin Maheshwari
----------------------------------------------------
Arden Partners Plc (Joint Tel: +44 (0) 20 7614 5900
Financial Adviser)
----------------------------------------------------
Antonio Bossi
James Reed-Daunter
Strand Hanson Limited (Nominated Tel: + 44 (0) 20 7409 3494
Adviser)
James Dance, James Bellman
FTI Consulting ( Communications Tel: +44 (0) 20 3727 1000
Adviser )
Alex Beagley, Eleanor Purdon
Disclaimer
Barclays Bank PLC, acting through its Investment Bank
("Barclays"), which is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the Financial
Conduct Authority and the Prudential Regulation Authority, is
acting as financial adviser exclusively for iEnergizer and no one
else in connection with the matters described in this announcement
and will not be responsible to anyone other than iEnergizer for
providing the protections afforded to clients of Barclays nor for
providing advice in relation to the matters described in this
announcement or any other matter referred to in this
announcement.
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"),
is authorised in the United Kingdom by the Prudential Regulation
Authority (the "PRA") and regulated in the United Kingdom by the
PRA and the Financial Conduct Authority. J.P. Morgan Cazenove is
acting as financial adviser exclusively for iEnergizer 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 in this announcement and will not be responsible to
anyone other than iEnergizer for providing the protections afforded
to clients of J.P. Morgan Cazenove or its affiliates, nor for
providing advice in relation to any matter referred to herein.
Arden Partners plc ("Arden"), which is authorised and regulated
by the Financial Conduct Authority and is a member of the London
Stock Exchange, is acting as financial adviser to the Company and
no one else in connection with the proposed transaction and will
not regard any other person (whether or not a recipient of this
document or any other information) as its customer in relation to
the proposed transaction and accordingly will not be responsible to
any other person for providing protections afforded to its
customers or advising any such other person on the proposed
transaction or matters referred to herein.
Rule 26.1 Disclosure
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available at www.ienergizer.com, by no later
than 12 noon (London time) on 10 June 2022. The content of the
website referred to in this announcement is not incorporated into
and does not form part of this announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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) of the Code 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 1% 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, save to the
extent that these details have previously been disclosed under Rule
8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b)
of the Code 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 of the Code.
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 of
the Code).
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 Takeover 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 Code, as at the close of
business on 7 June 2022 (being the business day prior to the date
of this announcement), iEnergizer confirms that it had in issue
190,130,008 ordinary shares of GBP 0.01 (excluding shares held in
treasury) each with voting rights and admitted to trading on the
AIM market of the London Stock Exchange under the ISIN code
GG00B54NMG96.
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END
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