TIDMMYT
RNS Number : 1857O
Raksha Energy Holdings Limited
15 May 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
15 May 2018
RECOMMED CASH OFFER
for
MYTRAH ENERGY LIMITED ("Mytrah")
by
RAKSHA ENERGY HOLDINGS LIMITED ("Raksha")
OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS AND NOTICE OF AIM
CANCELLATION
Introduction
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").
The full terms and conditions of the Offer and the procedures
for acceptance are set out in the Offer Document which was
published and posted by Raksha to Mytrah shareholders on 24 April
2018. Defined terms in this announcement have the meaning given to
them in the Offer Document.
Level of acceptances
As of 1:00 p.m. (London time) on 15 May 2018 (being the First
Closing Date), Raksha has received valid acceptances in respect of
44,879,222 Mytrah Shares (representing approximately 25.88 per
cent. of the existing issued share capital of Mytrah, and
approximately 65.15 per cent. of the shares to which the Offer
applies).
Included in the number of valid acceptances are those in respect
of 5,246 Mytrah Shares (representing approximately 0.003 per cent.
of the existing issued share capital of Mytrah, and approximately
0.008 per cent. of the shares to which the Offer applies) from
persons acting in concert with Raksha.
Also included in the number of acceptances are those in respect
of 24,037,000 Mytrah Shares (representing approximately 13.859 per
cent. of the existing issued share capital of Mytrah, and
approximately 34.895 per cent. of the shares to which the Offer
applies), from acceptances in respect of Mytrah Shares for which
irrevocable undertakings to accept the Offer had been previously
obtained.
Together with the 104,554,353 Mytrah Shares (representing
approximately 60.28 per cent. of the existing issued share capital
of Mytrah) already held by the Trust, the Raksha Group owns or has
received valid acceptances in relation to 149,433,575 Mytrah Shares
(representing approximately 86.16 per cent. of the existing issued
share capital of Mytrah).
The percentages of Mytrah Shares referred to in this
announcement are based on 173,439,323 existing Mytrah Shares in
issue and 68,884,970 Mytrah Shares to which the Offer applies.
Offer declared unconditional in all respects
Following the Offer being declared unconditional as to
acceptances on 11 May 2018, Raksha is pleased to announce that all
of the other Conditions to the Offer have now either been satisfied
or waived and the Offer is hereby declared unconditional in all
respects.
Raksha has received valid acceptances of the Offer in respect of
44,879,222 Mytrah Shares, representing approximately 25.88 per cent
of the existing issued share capital of Mytrah. Together with the
104,554,353 Mytrah Shares (representing approximately 60.28 per
cent. of the existing issued share capital of Mytrah) already held
by the Trust, the Raksha Group owns or has received valid
acceptances in relation to 149,433,575 Mytrah Shares (representing
approximately 86.16 per cent. of the existing issued share capital
of Mytrah).
The Offer will remain open for acceptances until 1.00 p.m. on 29
May 2018.
AIM Cancellation
The board of directors of Raksha announced, as set out in the
Rule 2.7 Announcement and the Offer Document, that subject to the
Offer becoming unconditional in all respects, it will seek to
cancel the admission of Mytrah Shares to trading on AIM, at least 5
business days thereafter and no earlier than 7:00 a.m. on 2 May
2018.
Accordingly, pursuant to Rule 41 of the AIM Rules for Companies,
Mytrah, through its nominated advisor, Investec Bank plc:
(i) has notified the London Stock Exchange of
the proposed Cancellation (on 4 April 2018);
and
(ii) has agreed with the London Stock Exchange
that, given that the Offer has been declared
unconditional in all respects at an aggregate
shareholding level in excess of 75 per cent,
Cancellation will not require, and therefore
not be conditional upon, the consent of Mytrah
Shareholders in a general meeting.
The Cancellation is expected to take effect from 7.00 am on 23
May 2018. The last day of dealings in Mytrah Shares is therefore
expected to be 22 May 2018. After this time Mytrah Shares will no
longer be admitted to trading on the AIM Market of the London Stock
Exchange.
The net result of these actions would be for Mytrah to become a
private company with no ability for holders of Mytrah Shares, who
have not accepted the Offer, to trade their Mytrah Shares in the
future on a public trading platform. Cancellation will materially
and adversely affect the liquidity and marketability of any Mytrah
Shares in respect of which the Offer has not been accepted.
There is no intention to provide a facility to enable Mytrah
Shares to be traded on any public share trading platform.
Therefore, any transaction in Mytrah Shares undertaken after the
Cancellation will only be capable of being undertaken by private
sale or under the Offer.
Mytrah Shareholders who have not yet accepted the Offer are
therefore encouraged to do so without delay.
Settlement of consideration
Settlement of the consideration under the Offer will be effected
as follows:
* in the case of acceptances which are valid and
complete in all respects which are received on or
before the First Closing Date, within 14 days of that
date; and
* in the case of further acceptances which are valid
and complete in all respects and received after the
First Closing Date but while the Offer remains open
for acceptances, within 14 days of such receipt,
in each case in the manner described in the Offer Document.
Continuation of the Offer
The Offer, which is hereby declared unconditional in all
respects, will remain open for acceptances for 14 days from 15 May
2018 (the First Closing Date), until 1:00 p.m. (London time) on 29
May 2018.
Mytrah Shareholders who have not yet accepted the Offer are
therefore encouraged to do so without delay.
Acceptance procedure
To accept the Offer in respect of Mytrah Shares held in
certificated form (that is, not in CREST), the Mytrah Shareholders
should sign, complete and return the Form of Acceptance so as to be
received as soon as possible, in accordance with the procedure set
out in the Offer Document and in the Form of Acceptance.
To accept the Offer in respect of Mytrah Shares held in
uncertificated form (that is, in CREST), electronic acceptances
should be made and settled, in accordance with the instructions set
out in the Offer Document, as soon as possible.
Further details of the procedures for the acceptance of the
Offer are set out in paragraph 14 of the letter from Raksha in Part
2 of the Offer Document. A shareholder helpline is available for
Mytrah Shareholders. If you require assistance, please contact
Computershare, between 8.30 am and 5.00 pm Monday to Friday (except
public holidays in England and Wales). Calls to the helpline from
outside the UK will be charged at applicable international rates.
Different charges may apply to calls from mobile telephones and
calls may be recorded and randomly monitored for security and
training purposes. Please note that, for legal reasons, the
helpline cannot provide advice on the merits of the proposals or
give any financial, legal or tax advice.
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 is 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 contains 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 are 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 is available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on Mytrah's website at www.mytrah.com
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 was sent to Mytrah
Shareholders (other than Mytrah Shareholders who have elected to
receive electronic communications) on 24 April 2018. 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
This information is provided by RNS
The company news service from the London Stock Exchange
END
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