Further Re IIP Offer for IEL (5386N)
September 02 2011 - 6:11AM
UK Regulatory
TIDMIEL
RNS Number : 5386N
Indian Energy Limited
02 September 2011
THIS ANNOUNCEMENT IS 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
2 September 2011
Indian Energy Limited ("IEL")
Further Re IIP Offer for IEL
As announced by IEL on 30 August 2011, the Chairman wrote to
shareholders to clarify certain matters relating to emails sent by
a shareholder in IEL to a selection of other shareholders regarding
a possible proposal from CLP Holdings Limited (CLP) to acquire
IEL's operating assets.
The Board understands that this shareholder has again written to
a selection of shareholders stating that CLP confirmed to IEL on 24
August 2011 that it remained interested in acquiring IEL's
operating assets. The Board of IEL can confirm that it considered
this re-confirmation of possible interest from CLP, which contained
no indicative terms or financial detail but an expression of
willingness to engage if approached by IEL, and concluded that a
potential sale of IEL's operational assets to CLP was not likely to
provide the best value for shareholders when compared with the
certainty of the IIP offer. This determination was based on a
number of factors, including the uncertainty of timing and value of
an asset sale, the possibility of the perception of a "fire sale"
of the assets, as well as the risk to the successful completion of
the Scheme agreed with IIP. A possible transaction with CLP was
therefore not pursued.
The Board does not believe that it is in the interests of
shareholders for IEL to seek to engage with CLP at this time with a
view to concluding an alternative transaction. The IIP offer will
enable IEL to fund its optioned wind farms, and potentially
re-finance its debt on better terms. The Board therefore continues
to believe that the terms of the Scheme are fair and reasonable and
that it offers the best possible outcome for shareholders in the
current circumstances.
Words and phrases used in this announcement are as defined in
the Scheme Document dated 10 August 2011.
Enquiries:
Indian Energy Limited Tel: +44 20 3411
3640
Rupert Strachwitz
Arden Partners Plc (Financial adviser, broker Tel: +44 20 7614
and Nomad to IEL) 5917
Chris Hardie / Jamie Cameron
Pelham Bell Pottinger (Public Relations to IEL) Tel: +44 20 7861
3232
Clare Gilbey
Infrastructure India plc Tel: via Redleaf
Polhill
Sonny Lulla
Fairfax I.S. PLC (Financial Adviser to IIP) Tel: +44 20 7598
5368
Simon Stevens
Smith & Williamson Corporate Finance Limited (Nomad Tel: +44 20 7131
and joint broker to IIP) 4000
Azhic Basirov / Siobhan Sergeant
Westhouse Securities Limited (Joint Broker to Tel: +44 20 7601
IIP) 6100
Alastair Moreton / Hannah Young
Redleaf Polhill (Public Relations to IIP) Tel: +44 20 7566
6720
Samantha Robbins / Luis Mackness
Arden Partners, which is authorised and regulated in the United
Kingdom by the FSA, is acting exclusively for IEL and no one else
in connection with the Proposal and will not be responsible to
anyone other than IEL for providing the protections afforded to
customers of Arden Partners nor for providing advice in relation to
the Proposal, the contents of this announcement, or any transaction
or arrangement referenced in this announcement.
Fairfax, which is authorised and regulated in the United Kingdom
by the FSA, is acting exclusively for IIP and no one else in
connection with the Proposal and will not be responsible to anyone
other than IIP for providing the protections afforded to clients of
Fairfax nor for providing advice in relation to the Proposal, the
contents of this announcement, or any transaction or arrangement
referenced in this announcement.
DEALING DISCLOSURE REQUIREMENTS
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 paper 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 paper
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 paper 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 pm (London time) on the 10th business day following the
announcement in which any paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree
company or of a paper 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 paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper 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
paper offeror, 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 paper
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 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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
PUBLICATION ON WEBSITE
A copy of this announcement will be made available on both IEL's
and IIP's websites at www.indian-energy.com and www.iiplc.com
respectively, on 2 September 2011.
For the avoidance of doubt, the content of the websites referred
to above is not incorporated into and does not form part of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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