TIDMAMPH TIDMTTM
RNS Number : 0741V
Aggregated Micro Power Holdings PLC
29 November 2019
Part I
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 or
regulations of such jurisdiction.
FOR IMMEDIATE RELEASE 29 November 2019
The information contained within this announcement constitutes
inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014. Upon the publication of this announcement via
the Regulatory Information Service, this inside information is now
considered to be in the public domain.
Recommended cash offer
for
Aggregated Micro Power Holdings plc (trading as AMP Clean
Energy)
by
Fossa Holdco Limited ("BidCo")
(a company wholly-owned by Asterion Industrial Infra Fund I,
FCR)
(to be effected by a scheme of arrangement
under Part 26 of the Companies Act 2006)
Summary
-- The boards of directors of BidCo and AMP Clean Energy are
pleased to announce that they have reached agreement on the terms
of a recommended acquisition of the entire issued and to be issued
ordinary share capital of AMP Clean Energy by BidCo.
-- Under the terms of the Acquisition, AMP Clean Energy
Shareholders will receive 90 pence in cash for each AMP Clean
Energy Share.
-- The Acquisition values the entire issued and to be issued
share capital of AMP Clean Energy at approximately GBP63.1
million.
-- The Acquisition represents a premium of approximately:
-- 32.4 per cent. to the closing price on 28 November 2019
(being the last Business Day immediately prior to the date of this
Announcement) of 68.00 pence per AMP Clean Energy Share;
-- 31.9 per cent. to the volume weighted average share price for
the one-month period ended 28 November 2019 (being the last
Business Day before the date of this Announcement) of 68.25 pence
per AMP Clean Energy Share; and
-- 27.5 per cent. to the volume weighted average share price for
the six-month period ended 28 November 2019 (being the last
Business Day before the date of this Announcement) of 70.58 pence
per AMP Clean Energy Share.
-- It is intended that the Acquisition will be implemented by
means of a scheme of arrangement under Part 26 of the Companies Act
(or, if BidCo elects, with the consent of the Panel, by way of a
Takeover Offer).
-- As separately announced today, a 4.0 per cent. interest in
IncubEx has been sold by AMP Clean Energy to IPGL Limited, Michael
Spencer's investment vehicle, for a cash consideration of GBP2.35
million. This sale was made to finance certain of AMP Clean
Energy's general working capital requirements, including funding
the project pipeline and acquisition of wood fuel stock for the
upcoming heating season. In relation to its remaining 26.6 per
cent. interest in IncubEx, AMP Clean Energy has entered into the
IncubEx Share Purchase Agreement with a consortium comprising IPGL
Limited, Neil Eckert (AMP Clean Energy's Executive Chairman and
IncubEx Chairman) and Lansdowne to sell its remaining interest in
IncubEx to the Consortium at the same valuation paid by IPGL
Limited for its 4.0 per cent. acquisition. The proposed sale to the
Consortium is conditional upon completion of the Acquisition.
IncubEx is an incubator for exchange traded products in the global
environmental markets space.
-- The Independent AMP Clean Energy Shareholders will be asked
at the General Meeting to approve the IncubEx Sale by voting on the
relevant resolution. The Acquisition is conditional on this
resolution being passed. For the purposes of Rule 16.1 of the Code,
Evercore has confirmed that, in its opinion, the terms of the
IncubEx Sale are fair and reasonable so far as the Independent AMP
Clean Energy Shareholders are concerned. In providing its opinion,
Evercore has taken into account the commercial assessments of the
Independent AMP Clean Energy Directors.
-- Because of their interests in the IncubEx Sale, none of Neil
Eckert, Lansdowne or their connected persons are entitled to vote
on the Scheme at the Court Meeting but each have agreed to consent
to and be bound by the Scheme.
-- The AMP Clean Energy Directors, who have been so advised by
Evercore as to the financial terms of the Acquisition, consider the
terms of the Acquisition to be fair and reasonable, and in the best
interests of the AMP Clean Energy Shareholders as a whole. In
providing advice to the AMP Clean Energy Directors, Evercore has
taken into account the commercial assessments of the AMP Clean
Energy Directors. Evercore is providing independent financial
advice to the AMP Clean Energy Directors for the purposes of Rule 3
of the Code.
-- The AMP Clean Energy Directors (other than Neil Eckert, in
respect of the resolution to approve the IncubEx Sale in relation
to which he is regarded as not being independent) intend
unanimously to recommend that AMP Clean Energy Shareholders vote in
favour of the Scheme at the Court Meeting, in favour of the
resolution relating to the Acquisition and in favour of the
resolution to approve the IncubEx Sale to be proposed at the
General Meeting.
-- The AMP Clean Energy Directors consider the Acquisition to be
in the best interests of the AMP Clean Energy Shareholders taken as
a whole. Accordingly, the AMP Clean Energy Directors have
irrevocably undertaken to vote in favour of the Scheme at the Court
Meeting and in favour of the resolutions relating to the
Acquisition and the IncubEx Sale at the General Meeting (other than
Neil Eckert who has only given an irrevocable undertaking to vote
in favour of the resolution relating to the Acquisition to be
proposed at the General Meeting as he is not eligible to vote in
favour of the Scheme at the Court Meeting (but has agreed to
consent to and be bound by the Scheme) or on the resolution
relating to the IncubEx Sale), in respect of their own holdings
(and those of their family members) of, in aggregate, 13,345,341
AMP Clean Energy Shares, representing approximately 21.1 per cent.
of the AMP Clean Energy Shares eligible to vote on the resolution
relating to the Acquisition proposed at the General Meeting, and
(excluding Neil Eckert's AMP Clean Energy Shares which are
ineligible to vote) 4,178,694 AMP Clean Energy Shares, representing
approximately 8.7 per cent. of the AMP Clean Energy Shares eligible
to vote on the Scheme at the Court Meeting and the resolution
relating to the IncubEx Sale at the General Meeting.
-- In addition to the irrevocable undertakings from the AMP
Clean Energy Directors, BidCo has received irrevocable undertakings
from certain other AMP Clean Energy Shareholders (including
Lansdowne who has only given an irrevocable undertaking to vote in
favour of the resolution relating to the Acquisition to be proposed
at the General Meeting as it is not eligible to vote in favour of
the Scheme at the Court Meeting (but has agreed to consent to and
be bound by the Scheme) or on the resolution relating to the
IncubEx Sale) holding, in aggregate, 17,095,989 AMP Clean Energy
Shares, representing approximately 27.0 per cent. of the AMP Clean
Energy Shares eligible to vote on the resolution relating to the
Acquisition at the General Meeting, and (excluding Lansdowne's AMP
Clean Energy Shares which are ineligible to vote) 10,757,183 AMP
Clean Energy Shares, representing approximately 22.5 per cent. of
the AMP Clean Energy Shares eligible to vote on the Scheme at the
Court Meeting and the resolution relating to the IncubEx Sale at
the General Meeting.
-- Consequently, BidCo has received irrevocable undertakings
with respect to, in aggregate, 30,441,330 AMP Clean Energy Shares,
representing approximately 48.0 per cent. of the AMP Clean Energy
Shares eligible to vote on the resolution relating to the
Acquisition at the General Meeting, and (excluding Neil Eckert's
and Lansdowne's AMP Clean Energy Shares which are ineligible to
vote) 14,935,877 AMP Clean Energy Shares, representing
approximately 31.2 per cent. of the AMP Clean Energy Shares
eligible to vote on the Scheme at the Court Meeting and the
resolution relating to the IncubEx Sale at the General Meeting.
-- The Scheme Circular, containing further information about the
Acquisition and notices of the Court Meeting and the General
Meeting, including an indicative timetable for the implementation
of the Scheme, together with the Forms of Proxy is expected to be
dispatched to AMP Clean Energy Shareholders as soon as reasonably
practicable and, in any event, within 28 days of the date of this
Announcement.
-- Commenting on the Acquisition, Neil Eckert, Executive
Chairman of AMP Clean Energy said:
"We are pleased to announce this recommended Acquisition by
Asterion which represents the culmination of a successful journey
for AMP Clean Energy. Since it was established, AMP Clean Energy
has become a diversified business active in distributed energy
assets for heat and power, methods of managing intermittency in
power supply and the trading of financial products on environmental
markets, all of which will be critical to the future climate
agenda.
This transaction allows AMP Clean Energy shareholders to
crystallise value through a cash offer at a premium to the current
market value whilst providing AMP Clean Energy with the stable
source of capital that it requires to move forward and achieve its
ambitions. For these reasons, the AMP Clean Energy Board intends to
unanimously recommend the offer to AMP Clean Energy
Shareholders".
Richard Burrell, Chief Executive of AMP Clean Energy added:
"This transaction not only represents an attractive offer price
for AMP Clean Energy, but it ensures AMP Clean Energy has the right
partner to help fund its next phase of growth to help UK businesses
unlock the potential of decentralised, low carbon energy which
supports the UK's transition to a low carbon economy. With access
to further capital from Asterion, AMP Clean Energy will be able to
continue to capitalise on its key strength of developing, operating
and aggregating small-scale assets and in doing so, delivering
energy close to the point of consumption, where and when it is
needed most."
-- Commenting on the Acquisition, Jesus Olmos, Founding Partner
and Chief Executive of Asterion said:
"We are excited about the opportunity to work with AMP Clean
Energy in the increasingly important segment of distributed energy
and energy efficiency and thereby to contribute to the clean energy
transition in the UK."
This summary should be read in conjunction with the full text of
the following Announcement including the Appendices. The
Acquisition will be subject to the Conditions and certain further
terms set out in Appendix I to this Announcement and to the full
terms and conditions which will be set out in the Scheme Circular.
Appendix II contains bases and sources of certain information
contained within this document. Appendix III contains details of
the irrevocable undertakings given to Asterion. Appendix IV
contains the definitions of certain terms used in this
announcement.
Enquiries:
BidCo and Asterion
Nicole Hildebrand +34 91 088 7404
info@asterionindustrial.com
KPMG (financial adviser to BidCo)
Helen Roxburgh +44 (0) 20 7311 1000
Zoë Nateras
AMP Clean Energy
Neil Eckert, Executive Chairman +44 (0) 20 7382 7800
Richard Burrell, CEO +44 (0) 20 7382 7800
Evercore (financial adviser to AMP Clean Energy)
Marcus Thompson +44 (0) 20 7653 6000
Julian Oakley
John Mason
finnCap Ltd (Nominated Adviser and Joint Broker to AMP Clean
Energy)
Ed Frisby / Simon Hicks +44 (0) 20 7220 0500
Andrew Burdis / Richard Chambers
Whitman Howard (Joint Broker to AMP Clean Energy)
Nick Lovering +44 (0) 20 7659 1234
Mark Murphy
Herbert Smith Freehills LLP is retained as English law legal
adviser to BidCo, the Fund and Asterion in relation to the
Acquisition and Travers Smith LLP is retained as English law legal
adviser to AMP Clean Energy in relation to the Acquisition.
Important Notices
KPMG LLP ("KPMG"), which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively as lead financial adviser to BidCo and for no one else
in connection with the Acquisition or any matters referred to in
this Announcement and will not be responsible to anyone other than
BidCo for providing the protections afforded to its clients nor for
providing advice in relation to the Acquisition, the contents of
this Announcement or any other matters referred to in this
Announcement. Neither KPMG nor any of its affiliates, respective
directors, officers, employees and agents 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 KPMG in connection with the matters
referred to in this Announcement, or otherwise.
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively as financial adviser to
AMP Clean Energy and no one else in connection with the Acquisition
or the matters referred to in this Announcement and will not be
responsible to anyone other than AMP Clean Energy for providing the
protections afforded to clients of Evercore nor for providing
advice in connection with the matters referred to herein. 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, in
delict, under statute or otherwise) to any person who is not a
client of Evercore in connection with this Announcement, any
statement contained herein, any offer or otherwise. Apart from the
responsibilities and liabilities, if any, which may be imposed on
Evercore by the Financial Services and Markets Act 2000, or the
regulatory regime established thereunder, or under the regulatory
regime of any jurisdiction where exclusion of liability under the
relevant regulatory regime would be illegal, void or unenforceable,
neither Evercore nor any of its affiliates accepts any
responsibility or liability whatsoever for the contents of this
Announcement, and no representation, express or implied, is made by
it, or purported to be made on its behalf, in relation to the
contents of this Announcement, including its accuracy, completeness
or verification of any other statement made or purported to be made
by it, or on its behalf, in connection with AMP Clean Energy or the
matters described in this document. To the fullest extent permitted
by applicable law, Evercore and its affiliates accordingly disclaim
all and any responsibility or liability whether arising in tort, in
delict, contract or otherwise (save as referred to above) which
they might otherwise have in respect of this Announcement or any
statement contained herein.
finnCap Ltd ("finnCap"), which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively as nominated adviser and joint broker to AMP Clean
Energy and for no one else in connection with the Acquisition or
any matters referred to in this Announcement and will not be
responsible to anyone other than AMP Clean Energy for providing the
protections afforded to its clients nor for providing advice in
relation to the Acquisition, the contents of this Announcement or
any other matters referred to in this Announcement. Neither finnCap
nor any of its affiliates, respective directors, officers,
employees and agents 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 finnCap in connection with the matters referred to
in this Announcement, or otherwise.
Whitman Howard Limited ("Whitman Howard"), which is authorised
and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively as joint broker to AMP Clean
Energy and for no one else in connection with the Acquisition or
any matters referred to in this Announcement and will not be
responsible to anyone other than AMP Clean Energy for providing the
protections afforded to its clients nor for providing advice in
relation to the Acquisition, the contents of this Announcement or
any other matters referred to in this Announcement. Neither Whitman
Howard nor any of its affiliates, respective directors, officers,
employees and agents 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 Whitman Howard in connection with the matters
referred to in this Announcement, or otherwise.
This Announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer to
sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise.
The Acquisition will be made solely pursuant to the terms of the
Scheme Circular (or, if applicable, the Offer Document), which will
contain the full terms and conditions of the Acquisition, including
details of how to vote in respect of the Acquisition. Any decision
in respect of, or other response to, the Acquisition should be made
only on the basis of the information contained in the Scheme
Circular (or, if applicable, the Offer Document).
This Announcement has been prepared for the purpose of complying
with English law and the 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 terms of
jurisdictions outside England and Wales.
AMP Clean Energy will, with the assistance of BidCo, prepare the
Scheme Circular to be distributed to AMP Clean Energy Shareholders.
BidCo and AMP Clean Energy urge AMP Clean Energy Shareholders to
read the Scheme Circular when it becomes available because it shall
contain important information relating to the Acquisition.
No person has been authorised to make any representations on
behalf of BidCo or AMP Clean Energy concerning the Scheme or the
Acquisition which are inconsistent with the statements contained
herein, and any such representations, if made, may not be relied
upon as having been so authorised.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
No person should construe the contents of this Announcement as
legal, financial or tax advice and any interested person should
consult its own advisers in connection with such matters.
Overseas Shareholders
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements.
Unless otherwise determined by BidCo or required by the Code,
and permitted by applicable law and regulation, the Acquisition
shall not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
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 all documents relating
to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in
or into or from any Restricted Jurisdiction where to do so would
violate the laws in that jurisdiction, and persons receiving such
documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send them in or into or
from any Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction.
Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such
jurisdiction and, to the fullest extent permitted by applicable
law, AMP Clean Energy and BidCo disclaim any responsibility or
liability for the violation of such restrictions by any person.
The availability of the Acquisition to AMP Clean Energy
Shareholders who are not resident in the United Kingdom may be
affected by the laws of the relevant jurisdictions in which they
are resident. Persons who are not resident in the United Kingdom
should inform themselves of, and observe, any applicable
requirements.
Additional information for US investors
The Acquisition relates to the shares of an English company that
is not registered under the Exchange Act and is being made by means
of a scheme of arrangement under English company law. The scheme of
arrangement for the Acquisition is not subject to the tender offer
rules or the proxy solicitation rules under the Exchange Act. No
registration statement will be filed with the SEC or any state
securities regulators in the US in connection with the Scheme.
The Acquisition is subject to the disclosure and procedural
requirements and practices applicable in the United Kingdom to
schemes of arrangement, which differ from those applicable in the
United States to tender offers or proxy solicitations under the
Exchange Act.
If BidCo were to elect to implement the Acquisition by means of
a Takeover Offer and determine to extend the offer into the United
States, the Acquisition will be made in compliance with applicable
United States laws and regulations, including any applicable
exemptions under the Exchange Act.
In accordance with normal United Kingdom practice, BidCo or its
nominees, or its brokers (acting as agents), may from time to time
make certain purchases of, or arrangements to purchase, shares or
other securities of AMP Clean Energy outside of the US, other than
pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes Effective, lapses or is otherwise
withdrawn. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices.
Any information about such purchases or arrangements to purchase
shall be disclosed as required in the United Kingdom, shall be
reported to a Regulatory Information Service and shall be available
on the London Stock Exchange website at
www.londonstockexchange.com.
Financial information included (or incorporated by reference) in
this Announcement and the Scheme Circular in relation to AMP Clean
Energy has been or will have been prepared in accordance with
accounting standards applicable in the United Kingdom that may not
be comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the United States.
Forward-looking statements
This Announcement, including information included or
incorporated by reference in this Announcement, oral statements
made regarding the Acquisition, and other information published by
AMP Clean Energy, BidCo, the Fund or Asterion contain statements
which are, or may be deemed to be "forward-looking statements".
Forward-looking statements may include statements relating to
the following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of
BidCo, the Fund, Asterion, AMP Clean Energy or any member of the
AMP Clean Energy Group's operations and potential synergies
resulting from the Acquisition; and (iii) the effects of global
economic conditions and governmental regulation on BidCo's, the
Fund's, Asterion's, AMP Clean Energy's or any member of the AMP
Clean Energy Group's business. In some cases, these forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "will
look to", "would look to", "plans", "prepares", "anticipates",
"expects", "is expected to", "is subject to", "budget",
"scheduled", "forecasts", "synergy", "strategy", "goal",
"cost-saving", "projects" "intends", "may", "will", "shall" or
"should" or their negatives or other variations or comparable
terminology.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that shall occur in the future. These events and
circumstances include changes in the global, political, economic,
business, competitive, market and regulatory forces, future
exchange and interest rates, changes in tax rates and future
business combinations or disposals. If any one or more of these
risks or uncertainties materialises or if any one or more of the
assumptions proves incorrect, actual results may differ materially
from those expected, estimated or projected. Such forward-looking
statements should therefore be construed in the light of such
factors.
These statements are based on assumptions and assessments made
by AMP Clean Energy, BidCo, the Fund and/or Asterion in the light
of their experience and their perception of historical trends,
current conditions, future developments and other factors they
believe appropriate. By their nature, forward-looking statements
involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future. The factors
described in the context of such forward-looking statements in this
Announcement could cause actual results and developments to differ
materially from those expressed in or implied by such
forward-looking statements.
Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be
given that such expectations will prove to have been correct and
persons reading this Announcement are therefore cautioned not to
place undue reliance on these forward-looking statements which
speak only as at the date of this Announcement. Specifically,
statements of estimated cost savings and synergies relate to future
actions and circumstances which, by their nature involve, risks,
uncertainties and contingencies. As a result, any cost savings and
synergies referred to may not be achieved, may be achieved later or
sooner than estimated, or those achieved could be materially
different from those estimated. Due to the scale of the Enlarged
Group, there may be additional changes to the Enlarged Group's
operations. As a result, and given the fact that the changes relate
to the future, the resulting cost synergies may be materially
greater or less than those estimated.
The forward-looking statements speak only at the date of this
Announcement. All subsequent oral or written forward-looking
statements attributable to any member of the BidCo Group or the AMP
Clean Energy Group, or any of their respective associates,
directors, officers, employees or advisers, are expressly qualified
in their entirety by the cautionary statement above.
Neither the BidCo Group nor the AMP Clean Energy Group, nor any
of their respective associates or directors, officers, employees,
managers, agents, representatives, partners, members, consultants
or advisers: (i) provide any representation, warranty, assurance or
guarantee that the occurrence of the events expressed or implied in
any forward-looking statements will actually occur; nor (ii) assume
any obligation to, and do not intend to, revise or update these
forward-looking statements (whether as a result of new information,
future events or otherwise), except as required pursuant to
applicable law or by the rules of any competent authority.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per ordinary share for AMP Clean Energy or BidCo for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per ordinary share
for AMP Clean Energy or BidCo.
Disclosure requirements of the Code
Under Rule 8.3(a) of the 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. (GMT) on the 10(th) business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (GMT) on the 10(th) 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 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,
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. (GMT)
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 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 Takeover 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.
Information relating to AMP Clean Energy Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by AMP Clean Energy Shareholders,
persons with information rights and other relevant persons for the
receipt of communications from AMP Clean Energy may be provided to
BidCo during the Offer Period as requested under Section 4 of
Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.
Publication on website and availability of hard copies
In accordance with Rule 26.1 of the Code, a copy of this
Announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, at
www.ampcleanenergy.com/recommended-cash-acquisition-for-amp-clean-energy
and www.asterionindustrial.com/offer/ by no later than 12 noon
(GMT) on the first Business Day after the date of this
Announcement.
Neither the content of the websites nor the content of any other
website accessible from hyperlinks on such websites is incorporated
into, or forms part of, this Announcement.
AMP Clean Energy Shareholders may request a hard copy of this
Announcement by contacting PXS, Link Asset Services of 34 Beckenham
Road, Beckenham, Kent, BR3 4TU on 0871 664 0300 or +44 371 664 0300
(if calling from outside the UK). Lines are open from 9.00 a.m. to
5.30 p.m. (GMT), Monday to Friday (excluding English and Welsh
public holidays). Calls to the helpline from outside the UK will be
charged at the applicable international rate. Please note that
calls may be recorded and randomly monitored for security and
training purposes. Please note that PXS, Link Asset Services cannot
provide advice on the merits of the possible offer nor give
financial, tax, investment or legal advice. If you have received
this Announcement in electronic form, copies of this Announcement
and any document or information incorporated by reference into this
document will not be provided unless such a request is made. AMP
Clean Energy Shareholders may also request that all future
documents, announcements and information to be sent to them in
relation to the Acquisition should be in hard copy form.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Right to switch to a Takeover Offer
BidCo reserves the right, subject to the prior consent of the
Panel, to elect to implement the Acquisition by way of a Takeover
Offer. In such event, such Takeover Offer will be implemented on
the same terms (subject to appropriate amendments as described in
Part 2 of Appendix I), so far as applicable, as those which would
apply to the Scheme.
Legal Entity Identifier ("LEI")
AMP Clean Energy's LEI is 2138001HABA1FAB3WC13.
Rule 2.9
For the purposes of Rule 2.9 of the Code, AMP Clean Energy
confirms that, as at the last Business Day before the date of this
Announcement, it had in issue 63,393,954 ordinary shares of 0.5
pence each. The ISIN of the ordinary shares is GB00BC4F3V69.
Part II
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 or
regulations of such jurisdiction.
FOR IMMEDIATE RELEASE 29 November 2019
The information contained within this announcement constitutes
inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014. Upon the publication of this announcement via
the Regulatory Information Service, this inside information is now
considered to be in the public domain.
Recommended cash offer
for
Aggregated Micro Power Holdings plc (trading as AMP Clean
Energy)
by
Fossa Holdco Limited ("BidCo")
(a company wholly-owned by Asterion Industrial Infra Fund I,
FCR)
(to be effected by a scheme of arrangement
under Part 26 of the Companies Act 2006)
1. Introduction
The boards of directors of AMP Clean Energy and BidCo are
pleased to announce that they have reached agreement on the terms
of a recommended acquisition of the entire issued and to be issued
ordinary share capital of AMP Clean Energy by BidCo.
2. Summary of terms
Under the terms of the Acquisition, which is subject to the
Conditions and further terms set out in Appendix I to this
Announcement and to be set out in the Scheme Circular, AMP Clean
Energy Shareholders will be entitled to receive:
for each AMP Clean Energy Share: 90 pence in cash
The Acquisition represents a premium of approximately:
-- 32.4 per cent. to the closing price on 28 November 2019
(being the last Business Day immediately prior to the date of this
Announcement) of 68.00 pence per AMP Clean Energy Share;
-- 31.9 per cent. to the volume weighted average share price for
the one-month period ended 28 November 2019 (being the last
Business Day before the date of this Announcement) of 68.25 pence
per AMP Clean Energy Share; and
-- 27.5 per cent. to the volume weighted average share price for
the six-month period ended 28 November 2019 (being the last
Business Day before the date of this Announcement) of 70.58 pence
per AMP Clean Energy Share.
The Acquisition values the entire issued and to be issued share
capital of AMP Clean Energy at approximately GBP63.1 million.
The Acquisition will be subject to the Conditions and certain
further terms set out in Appendix I to this Announcement and the
further terms and conditions which will be set out in the Scheme
Circular when issued.
The Scheme Shares will be acquired by BidCo fully paid and free
from all liens, charges, equitable interests, encumbrances, rights
of pre-emption and any other third party rights or interests
whatsoever and together with all rights existing at the date of
this Announcement or attaching to the Scheme Shares at any time
thereafter, including (without limitation) the right to receive and
retain, in full, all dividends, distributions or other returns of
value (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 this
Announcement in respect of the Scheme Shares.
If any dividend, distribution or other return of value in
respect of the AMP Clean Energy Shares is declared, paid, made or
becomes payable on or after the date of this Announcement, BidCo
reserves the right to reduce the consideration payable for each AMP
Clean Energy Share under the terms of the Acquisition by the amount
per AMP Clean Energy Share of such dividend, distribution or other
return of value. In such circumstances, AMP Clean Energy
Shareholders would be entitled to receive and retain any such
dividend, distribution or other return of value, which has been
declared, made or paid.
3. Disposal of interest in IncubEx Inc.
As separately announced today, a 4.0 per cent. interest in
IncubEx has been sold by AMP Clean Energy to IPGL Limited, Michael
Spencer's investment vehicle, for a cash consideration of GBP2.35
million. This sale was made to finance certain of AMP Clean
Energy's general working capital requirements, including funding
the project pipeline and acquisition of wood fuel stock for the
upcoming heating season.
IncubEx is an incubator for exchange traded products in the
global environmental markets space. At its core, IncubEx is a
product and business development firm. The company works in
conjunction with its global exchange partner, European Energy
Exchange (EEX) and other leading service providers and
stakeholders, to design and develop new financial products in
global environmental, reinsurance, and related commodity
markets.
AMP Clean Energy's audited report and financial statements for
the year ended 31 March 2018 reported IncubEx's net assets as $6.4
million and a total comprehensive loss of $370,953. AMP Clean
Energy's audited report and financial statements for the year ended
31 March 2019 reported IncubEx's net assets as $5.4 million, being
a reduction in net assets of $1 million. No profit or loss for
IncubEx was disclosed in AMP Clean Energy's audited report and
financial statements for the year ended 31 March 2019. There was no
change to the fair value of AMP Clean Energy's investment in
IncubEx in AMP Clean Energy's consolidated statement of financial
position as at 31 March 2019, which forms part of its audited
report and financial statements for the year ended 31 March
2019.
In relation to its remaining 26.6 per cent. interest in IncubEx,
AMP Clean Energy has now entered into the IncubEx Share Purchase
Agreement with a consortium comprising IPGL Limited, Neil Eckert
(AMP Clean Energy's Executive Chairman and IncubEx Chairman) and
Lansdowne to sell its remaining interest in IncubEx to the
Consortium at the same valuation paid by IPGL Limited for its 4.0
per cent. acquisition, for an aggregate consideration in cash of
GBP15.62 million. It is intended that the consideration will be
used to finance certain of AMP Clean Energy's general working
capital, including funding and developing out the project
pipeline.
IPGL Limited, Neil Eckert and Lansdowne have agreed to acquire
the remaining 26.6 per cent. IncubEx interest in the proportions
50.8 per cent., 32.1 per cent. and 17.2 per cent., respectively.
Members of the Consortium who are also AMP Clean Energy
Shareholders (namely Neil Eckert and Lansdowne) have agreed that
the consideration payable by them pursuant to the IncubEx Share
Purchase Agreement will be satisfied out of the proceeds due to
them under the Acquisition and have agreed that BidCo may deduct
the relevant amount from their proceeds from the Acquisition and
pay it directly to AMP Clean Energy. The proposed sale to the
Consortium is conditional upon completion of the Acquisition.
It is proposed that, at some stage following the date of this
Announcement, a new holding company, IncubEx Inc., will be
established for IncubEx LLC and the existing class A units, class B
units and class B1 units in IncubEx LLC will be acquired by IncubEx
Inc. in exchange for equivalent common stock, series A preferred
stock and series A-1 preferred stock, respectively, in IncubEx Inc.
If this occurs before the Effective Date, the IncubEx Sale will be
in respect of such common stock, series A preferred stock and
series A-1 preferred stock, respectively, in IncubEx Inc.
Each member of the Consortium and AMP Clean Energy Directors
currently hold the following IncubEx Securities:
IncubEx Securities
Class Class B Class Total % of
A units B1 Securities Securities
units units
Neil Eckert
(Executive
Chairman) - 70,000 14,476 84,476 5.58
Lansdowne - - - - -
IPGL Limited - 40,000 4,343 44,343 2.93
Richard Burrell
(Chief Executive
Officer) (via
his nominee,
Platform
Securities
Nominees Ltd) - 6,665 - 6,665 0.44
Mark Tarry - - - - -
(Chief Financial
Officer)
Sir Laurence
Magnus (Senior
Non-Executive
Director) - 2,000 300 2,300 0.15
The Rt Hon
Sir Nicholas
Soames
(Non-Executive
Director) - 4,000 - 4,000 0.26
Sir Brian
Williamson
(Non-Executive
Director) -- 3,334 333 3,667 0.24
Robert Bland
DL
(Non-Executive
Director) - 1,500 150 1,650 0.11
TOTAL - 127,499 19,602 147,101 9.71
The Independent AMP Clean Energy Shareholders will be asked at
the General Meeting to approve the IncubEx Sale by voting on the
relevant resolution. The Acquisition is conditional upon this
resolution being passed. For the purposes of Rule 16.1 of the Code,
Evercore has confirmed that, in its opinion, the terms of the
IncubEx Sale are fair and reasonable so far as the Independent AMP
Clean Energy Shareholders are concerned. In providing its opinion,
Evercore has taken into account the commercial assessments of the
Independent AMP Clean Energy Directors.
The IncubEx Sale is a related party transaction for the purpose
of the AIM Rules because Neil Eckert (a director and substantial
shareholder of AMP Clean Energy) and Lansdowne (a substantial
shareholder of AMP Clean Energy) are members of the Consortium. The
Independent AMP Clean Energy Directors, comprising Richard Burrell,
Mark Tarry, Sir Laurence Magnus, The Rt Hon Sir Nicholas Soames,
Sir Brian Williamson and Robert Bland DL (who are considered
independent for these purposes because they are not members of the
Consortium) consider, having consulted with finnCap, AMP Clean
Energy's nominated adviser, that the terms of the IncubEx Sale to
the Consortium are fair and reasonable insofar as AMP Clean Energy
Shareholders are concerned.
4. Background to and reasons for the Acquisition
The members of the Asterion team have long-standing experience
in heat and electricity generation, both with merchant and
regulated revenues, and in the optimisation of flexible energy
generation assets. Asterion considers the Acquisition to be an
excellent opportunity to invest in a sophisticated development
platform for distributed energy and energy services in the UK, one
of Asterion's core geographies.
Asterion believes that biomass is a critical element in the
energy transition in the UK and that the supportive regulatory
framework for this important technology provides it with high
revenue visibility and strong downside protection. Asterion
believes in the integrated business model that AMP Clean Energy has
established through the development, operation and maintenance of
biomass boilers and the biomass fuel supply contracts across the
UK.
In particular, Asterion believes that AMP Clean Energy serves an
attractive client pool that provides opportunities to grow the
company and to offer new products related to clean energy and
energy efficiency. Asterion values this client platform for its
growth potential and believes that, with its backing, AMP Clean
Energy will be better placed to develop its strategies.
Asterion further believes that the Urban Reserve segment
provides optionality to AMP Clean Energy in a focus area for the
development of the electricity markets and the grid. The gradual
transition from central fossil fuel electricity generation to
distributed renewable generation requires more flexibility from the
grid and market participants. Asterion believes that the Urban
Reserve assets provide the required flexibility to the system in a
cost-efficient way.
Asterion's vision is to provide the necessary capital to enable
AMP Clean Energy to grow and realise new opportunities and to add
value to the business in the long-term through continuous pursuit
of operational excellence.
5. Background to and reasons for the Recommendation
Since its IPO in 2014, AMP Clean Energy has made significant
progress to develop a vertically integrated biomass business of
scale providing fuel to over 4,000 boiler systems as well as
operation and maintenance, installation and financing services to a
subset of these. It has also established a significant pipeline of
renewable heat, flexible generation and other small-scale clean
energy opportunities.
Continued growth of AMP Clean Energy now requires access to a
significant amount of capital in excess of that which the AMP Clean
Energy Board believes can be efficiently accessed absent the
Acquisition. In particular, realising value from the pipeline of
opportunities that have been identified requires a stable source of
capital that can be accessed quickly and in an efficient
manner.
The Acquisition provides AMP Clean Energy with a strong
financial partner who shares AMP Clean Energy's vision for the role
that small-scale clean generation can play and who is able to
provide the stable source of capital required to build-out of the
pipeline of opportunities.
In addition, the Acquisition will provide for greater certainty
on working capital funding for the wood fuels business. This
business has undergone a significant restructuring to integrate a
number of acquisitions into a unified management, operational and
brand platform, as well as the renegotiation of certain loss-making
customer contracts. Notwithstanding the successful restructuring,
the wood fuels business remains subject to seasonal variability
with working capital requirements likely to increase as the
business continues to grow.
The AMP Clean Energy Directors believe that its management team
has done an excellent job in executing AMP Clean Energy's strategy,
in particular, the restructuring of the wood fuels business, growth
in the integrated biomass business more generally and the creation
of a renewable energy platform with a significant pipeline of
opportunities.
The AMP Clean Energy Directors believe the Acquisition
represents an attractive cash price for AMP Clean Energy
Shareholders which allows them to receive value for the pipeline of
future energy opportunities which otherwise would require
significant amounts of capital to realise and liquidity for AMP's
interest in IncubEx.
For these reasons, AMP Clean Energy Directors are unanimously
recommending AMP Clean Energy Shareholders to vote in favour of the
Acquisition.
6. Recommendation
The AMP Clean Energy Directors, who have been so advised by
Evercore as to the financial terms of the Acquisition, consider the
terms of the Acquisition to be fair and reasonable, and in the best
interests of AMP Clean Energy Shareholders as a whole. In providing
advice to the AMP Clean Energy Directors, Evercore has taken into
account the commercial assessments of the AMP Clean Energy
Directors. Evercore is providing independent financial advice to
the AMP Clean Energy Directors for the purposes of Rule 3 of the
Takeover Code.
The AMP Clean Energy Directors (other than Neil Eckert in
respect of the resolution to approve the IncubEx Sale in relation
to which he is regarded as not being independent) intend to
recommend unanimously that AMP Clean Energy Shareholders vote in
favour of the Scheme at the Court Meeting, in favour of the
resolution relating to the Acquisition and in favour of the
resolution to approve the IncubEx Sale to be proposed at the
General Meeting.
The AMP Clean Energy Directors consider the Acquisition to be in
the best interests of the AMP Clean Energy Shareholders taken as a
whole. Accordingly, the AMP Clean Energy Directors have irrevocably
undertaken to vote in favour of the Scheme at the Court Meeting and
in favour of the resolutions relating to the Acquisition and the
IncubEx Sale at the General Meeting (other than Neil Eckert who has
only given an irrevocable undertaking to vote in favour of the
resolution relating to the Acquisition to be proposed at the
General Meeting as he is not eligible to vote in favour of the
Scheme at the Court Meeting (but has agreed to consent to and be
bound by the Scheme) or on the resolution relating to the IncubEx
Sale), in respect of their own holdings (and those of their family
members) of, in aggregate, 13,345,341 AMP Clean Energy Shares,
representing approximately 21.1 per cent. of the AMP Clean Energy
Shares eligible to vote on the resolution relating to the
Acquisition proposed at the General Meeting, and (excluding Neil
Eckert's AMP Clean Energy Shares which are ineligible to vote)
4,178,694 AMP Clean Energy Shares, representing approximately 8.7
per cent. of the AMP Clean Energy Shares eligible to vote on the
Scheme at the Court Meeting and the resolution relating to the
IncubEx Sale at the General Meeting.
Further details of these Irrevocable Undertakings (including
details of the circumstances in which the Irrevocable Undertakings
will cease to be binding) are set out Appendix III to this
Announcement.
7. Information on Asterion
Asterion is an independent investment management firm focused on
infrastructure in the European mid-market across the (i) energy
& utilities; (ii) telecoms; and (iii) mobility sectors. With a
pan-European presence, Asterion is headquartered in Spain and
regulated by the Spanish Securities Market (the Comisión Nacional
del Mercado de Valores (CNMV)).
Asterion's investment strategy is heavily based on an industrial
approach and active asset management leveraging on the team's
transactional and operational experience in the covered sectors, as
well as a disciplined risk definition and a long-term partnership
approach with portfolio companies and investors. Asterion has a
strong culture and values deeply rooted in entrepreneurialism,
empowerment and partnership leading to a highly nimble and agile
platform.
Currently still in active fundraising, the Fund has signed
commitments to date in an amount of 900.9 million Euros, supported
by a high quality, global institutional investor base, comprising
sovereign wealth funds, pension funds, insurance companies and
other sophisticated asset managers whose long-term investment
horizons are aligned with Asterion and its strategic targets and
corporate partners. The Fund has already completed three
investments since its official registration with the CNMV, in
November 2018:
o a co-controlling stake in Proxiserve, an environmental services group in France;
o establishment of a renewables platform with local partners in Spain and France; and
o acquisition of certain of Telefonica's state of the art and highly connected data centres.
Asterion is built on an established partner team with a ten-year
track record of investing together directly and working in
infrastructure investments mainly in Europe, but also in the US and
Latin America. Its expertise in asset management is further
enhanced by its team's previous operational experience derived from
diverse industrial backgrounds and by the ability to draw on an
extensive industrial network.
8. Information on BidCo
BidCo is a newly incorporated company in England and is directly
and wholly-owned by the Fund. Save for activities and costs
incurred in connection with its incorporation and the making,
implementation and financing of the Acquisition, BidCo has not,
since its incorporation, traded prior to the date of this
Announcement, nor has it entered into any obligations other than in
the ordinary course.
9. Information on AMP Clean Energy
The AMP Clean Energy Group was established to develop, own and
operate renewable energy generating facilities. It specialises in
the sale of wood fuels and in the installation of distributed
energy projects. AMP Clean Energy's strategy is focused on three
business segments: (i) biomass heat services; (ii) Urban Reserve;
and (iii) project development.
Biomass heat services
AMP Clean Energy operates as an integrated biomass business
providing access to underlying biomass assets through fuel only
contracts, heat contracts and fuels plus operation and maintenance
(O&M) service contracts. AMP Clean Energy is the UK's largest
supplier of premium grade, RHI-compliant wood fibre with a c.30 per
cent. share of the wood pellet market. AMP Clean Energy sells fuel
to c.4,000 boiler systems and provides service and maintenance to
over 950 biomass systems through AMP Clean Energy's majority
interest in Highland Wood Energy Limited.
Urban Reserve
Urban Reserve is AMP Clean Energy's flexible generation
business, which is critical to the UK power market given increasing
amount of intermittent renewables and limited new investments in
large-scale baseload generation. It is focused on the most
resilient end of the market - first-to-run as physically close to
demand and cheaper operating costs than other large peaking
plants.
AMP Clean Energy develops and operates small-scale, 2-6MW, gas
peaking projects located close to demand and connected to the 11kV
distribution network and with a strong pipeline to develop a
further c.100MW. Due to their size and flexibility, AMP Clean
Energy's Urban Reserve plants can respond to the same price
volatility as larger peaking plant but because they are smaller
they can connect to lower voltage networks (11kV and below) where
most demand side users are connected.
Project development
AMP Clean Energy develops, finances and manages distributed
energy projects focusing on biomass heat, steam, combined heat and
power (CHP), solar photovoltaics and waste heat recovery. AMP Clean
Energy's development team has significant experience across
different asset classes covering all aspects of development
activities and adopts a rigorous approach to project
development.
AMP Clean Energy's biomass pipeline of new-build/buy-back
projects is assessed through a stage gate approval process and
partly informed by fuel supply and the O&M business. Its Urban
Reserve pipeline is developed through careful site selection
through in-house software and assessment of electricity and gas
connections.
AMP Clean Energy's development capability offers opportunity to
scale-up and diversify into different segments of the distributed
energy sector.
10. Amendment of Existing Agreements on Deferred Consideration
Each of Neil Eckert and Mathieson Capital LLP, an entity
controlled by Richard Burrell, entered into share acquisition
agreements with, amongst others, AMP Clean Energy on 4 July 2013
(as last amended on 29 June 2017) pursuant to which Neil Eckert and
Mathieson Capital LLP (as original sellers) are entitled to
deferred consideration in the form of options to acquire, in
aggregate, 3,999,999 AMP Clean Energy Shares for no consideration
on a change of control of AMP Clean Energy (i.e. where any person
or persons acquire more than 50 per cent. of AMP Clean Energy's
ordinary shares in issue).
The options are exercisable immediately upon a change of
control.
It has been agreed that the terms of these agreements be amended
such that the deferred consideration shares are issued following
the court sanction of the Scheme but before the Scheme Record Time.
Such an amendment would enable BidCo to acquire Neil Eckert's and
Mathieson Capital LLP's deferred consideration shares in AMP Clean
Energy as part of the scheme of arrangement when the Scheme becomes
effective.
11. Intentions with respect to AMP Clean Energy's business, employees and pension schemes
Asterion believes that AMP Clean Energy represents an attractive
investment opportunity which can deliver meaningful growth and
attain a strong market position with the appropriate funding and
support. The Asterion team's long-standing experience in heat and
electricity generation means it is well placed to understand the
complexities of AMP Clean Energy's business and to work with the
AMP Clean Energy management on AMP Clean Energy's future
development. Over the longer term, Asterion's financial support is
expected to provide financial stability to AMP Clean Energy and
enhanced technical and operational capabilities, allowing it to
service its current and future customers better.
Management, employees and employment rights
The BidCo Directors attach great importance to the skills,
experience and market knowledge of the existing employees of AMP
Clean Energy.
The BidCo Directors believe the proposed combination of BidCo
and AMP Clean Energy will create a stronger business that provides
greater overall security for its people and will present attractive
career opportunities within the Enlarged Group.
In addition, BidCo has very high regard for AMP Clean Energy's
management and their experience to further develop AMP Clean
Energy's business through the development and the acquisition of
additional biomass assets, the development of the Urban Reserve
platform, as well as development of new businesses in the energy
markets under a long term regulated or contractual nature. BidCo's
goal is to form a long-term partnership with AMP Clean Energy's
management by acting as a capital provider to grow the business.
BidCo intends to support the AMP Clean Energy management team in
the execution of their long-term strategy.
BidCo confirms that the existing contractual and employment
rights, including in relation to pensions, of all AMP Clean Energy
Group employees will be fully safeguarded upon, and following,
completion of the Acquisition. BidCo intends to maintain the
conditions of employment and the balance of the skills and
functions of the employees and management of BidCo and AMP Clean
Energy.
Following completion of the Acquisition, BidCo will carry out a
review of AMP Clean Energy's operating costs, including any
operating costs associated with being a listed company. Whilst this
will include considering, together with AMP Clean Energy's
management, AMP Clean Energy's staffing needs, BidCo considers
existing employees of AMP Clean Energy to be critically important
to its ongoing success and future business plan and does not intend
to effect any material headcount reductions within AMP Clean Energy
as a result of the Acquisition.
Following completion of the Acquisition, BidCo intends to review
existing employee benefits to potentially align them with market
standards and intends to review the management, governance and
incentive structure of AMP Clean Energy. BidCo has not entered
into, and not had discussions on any form of incentivisation
arrangements with members of AMP Clean Energy management.
Headquarters and locations
Upon completion of the Acquisition, BidCo does not intend to
make any restructurings or changes in location of AMP Clean
Energy's headquarters and headquarter functions, operations and
places of business. However, given that AMP Clean Energy currently
shares a headquarters with IncubEx, following completion of the
proposed disposal of the IncubEx holding by AMP Clean Energy, as
set out in paragraph 3 above, it is likely that BidCo will review
the appropriateness of this office location and may seek to
relocate it within London.
BidCo does not envisage any changes with respect to the
redeployment of AMP Clean Energy's existing material fixed
assets.
Pensions
BidCo has no intention to make any changes to the contributions
payable under, the accrual of benefits to existing members of, or
the admission of new members to, AMP Clean Energy's existing
defined contribution pension arrangement.
R&D
BidCo has no intention to make any changes to the R&D
functions of AMP Clean Energy.
Trading Facilities
AMP Clean Energy Shares are currently admitted to trading on
AIM. As set out in paragraph 14, it is intended that an application
will be made to the London Stock Exchange for the cancellation of
the admission to trading of AMP Clean Energy Shares on AIM, with
effect as of or shortly after the Effective Date.
Other
BidCo has no intention to change the name or brand of AMP Clean
Energy.
Upon completion of the Acquisition, it is proposed that AMP
Clean Energy's non-executive directors and Neil Eckert, Executive
Chairman, will be asked to resign from the Board and will be
replaced by directors appointed by BidCo.
None of the statements in this paragraph 11 constitute
"post-offer undertakings" for the purposes of Rule 19.5 of the
Code.
12. AMP Clean Energy Share Schemes and options and awards over AMP Clean Energy Shares
The Acquisition will extend to any AMP Clean Energy Shares which
are unconditionally allotted or issued before the Scheme Record
Time, including those allotted or issued as a result of the
exercise of options or vesting of awards under the AMP Clean Energy
Share Schemes or issued as deferred consideration in respect of
existing contractual arrangements.
The Scheme will not extend to AMP Clean Energy Shares issued
after the Scheme Record Time. However, it is proposed to amend AMP
Clean Energy's articles of association at the General Meeting to
provide that, if the Scheme becomes Effective, any AMP Clean Energy
Shares issued to any person after the Scheme Record Time (including
in satisfaction of an option exercised under one of the AMP Clean
Energy Share Schemes) will be automatically transferred to BidCo in
consideration for the payment by BidCo to such persons of 90 pence
in cash for each AMP Clean Energy Share so transferred.
Participants holding rights to deferred consideration, options
or awards over AMP Clean Energy Shares will be contacted in due
course regarding the effect of the Acquisition on their rights
under those plans and provided with further details concerning the
proposals which will be made to them.
13. Structure of the Acquisition
It is intended that the Acquisition will be implemented by means
of a court-sanctioned scheme of arrangement of AMP Clean Energy
under Part 26 of the Companies Act.
The purpose of the Scheme is to provide for BidCo to become the
owner of the entire issued and to be issued share capital of AMP
Clean Energy. In order to achieve this, the Scheme Shares will be
transferred to BidCo under the Scheme. In consideration for this
transfer, the Scheme Shareholders will receive cash on the basis
set out in section 2 of this Announcement. The transfer to BidCo of
the Scheme Shares will result in AMP Clean Energy becoming a wholly
owned subsidiary of BidCo.
The Scheme requires approval by the Independent AMP Clean Energy
Shareholders by the passing of a resolution at the Court Meeting.
Due to their interests in the IncubEx Sale, neither Neil Eckert nor
Lansdowne nor their connected persons are eligible to vote on the
Scheme at the Court Meeting but each have agreed to consent to and
be bound by the Scheme. The resolution at the Court Meeting must be
approved by a majority in number of the Independent AMP Clean
Energy Shareholders present and voting, either in person or by
proxy, representing not less than 75 per cent. in value of the AMP
Clean Energy Shares held by such holders. In addition, at the
General Meeting to approve the Scheme: (i) a special resolution to
deal with certain ancillary matters must be passed by AMP Clean
Energy Shareholders holding at least 75 per cent. of the votes cast
at the General Meeting, either in person or by proxy; and (ii) an
ordinary resolution to approve the IncubEx Sale must be passed (on
a poll) by Independent AMP Clean Energy Shareholders representing a
simple majority of the votes cast on that resolution. The General
Meeting will be held immediately after the Court Meeting. Neil
Eckert and Lansdowne who are members of the Consortium and their
connected persons cannot vote on the resolution to approve the
IncubEx Sale but can vote on the resolution relating to the
Acquisition to be proposed at the General Meeting.
The Scheme must also be sanctioned by the Court. Any Independent
AMP Clean Energy Shareholder is entitled to attend the Scheme Court
Hearing in person or through counsel to support or oppose the
sanctioning of the Scheme. The Scheme will only become Effective
upon delivery to the Registrar of Companies of a copy of the Court
Order.
The Scheme is also subject to certain Conditions and certain
further terms referred to in Appendix I of this Announcement and to
be set out in the Scheme Circular.
Once the Scheme becomes Effective, it will be binding on all
Scheme Shareholders, whether or not they voted at the Court Meeting
and the General Meeting and, if they did vote, whether or not they
voted in favour of or against the resolutions proposed at those
meetings.
The terms of the Scheme will provide that the AMP Clean Energy
Shares will be acquired under the Scheme fully paid and free from
all liens, equitable interests, charges, encumbrances, options,
rights of pre-emption and any other third party rights or interests
of any nature whatsoever and together with all rights attaching
thereto, including the right to receive and retain all dividends
and other distributions and returns of value declared, paid or made
after the Effective Date.
If any dividend or other distribution or return of value is
proposed, declared, made, paid or becomes payable by AMP Clean
Energy in respect of an AMP Clean Energy Share on or after the date
of this Announcement and prior to the Scheme becoming Effective
BidCo will have the right to reduce the value of the consideration
payable for each AMP Clean Energy Share by up to the amount per AMP
Clean Energy Share of such dividend, distribution or return of
value except where the AMP Clean Energy Share is or will be
acquired pursuant to the Scheme on a basis which entitles BidCo to
receive the dividend, distribution or return of value and to retain
it.
If any such dividend, distribution or return of value is paid or
made after the date of this Announcement and BidCo exercises its
rights described above, any reference in this Announcement to the
consideration payable under the Scheme shall be deemed to be a
reference to the consideration as so reduced. Any exercise by BidCo
of its rights referred to in this paragraph shall be the subject of
an announcement and, for the avoidance of doubt, shall not be
regarded as constituting any revision or variation of the terms of
the Scheme.
BidCo reserves the right, subject to the prior consent of the
Panel, to elect to implement the acquisition of the AMP Clean
Energy Shares by way of a Takeover Offer. In such event, such
Takeover Offer will be implemented on the same terms (subject to
appropriate amendments as described in Part 2 of Appendix I), so
far as applicable, as those which would apply to the Scheme.
Furthermore, if such offer is made and sufficient acceptances of
such offer are received, when aggregated with AMP Clean Energy
Shares otherwise acquired by BidCo, it is the intention of BidCo to
apply the provisions of section 979 of the Companies Act to acquire
compulsorily any outstanding AMP Clean Energy Shares to which such
offer relates.
14. Cancellation of admission to trading and re-registration
The last day of dealings in, and registration of transfers of,
AMP Clean Energy Shares is expected to be the Business Day prior to
the Effective Date.
It is further intended that an application will be made to the
London Stock Exchange for the cancellation of the admission to
trading of AMP Clean Energy Shares on AIM, with effect as of the
first Business Day following the Effective Date.
It is also intended that, following the Effective Date and after
cancellation of admission to trading of its shares, AMP Clean
Energy will be reregistered as a private limited company.
15. Acquisition related arrangements
Confidentiality Agreement
Asterion and AMP Clean Energy entered into the Confidentiality
Agreement on 5 April 2019 pursuant to which each of Asterion and
AMP Clean Energy have mutually undertaken to keep information
relating to the other party confidential and not to disclose it to
third parties (other than permitted recipients) save to the extent
required by law or otherwise permitted in the agreement.
These confidentiality obligations will remain in force until the
earlier of: (a) completion of the Acquisition; and (b) two years
from the date of the Confidentiality Agreement.
16. Financing of the Acquisition
The cash consideration payable by BidCo to AMP Clean Energy
Shareholders under the terms of the Acquisition (together with
costs and expenses payable in connection with the Acquisition) will
be funded by financing drawn down from the Fund. In connection with
its financing of BidCo, the Fund has delivered an Equity Commitment
Letter to BidCo.
KPMG, in its capacity as financial adviser to BidCo, is
satisfied that sufficient resources are available to BidCo to
enable it to satisfy in full the cash consideration payable to the
Scheme Shareholders under the terms of the Acquisition.
Further information on the financing of the Acquisition will be
set out in the Scheme Circular.
17. Disclosure of interests in AMP Clean Energy Shares
As at the close of business on 28 November 2019 (being the last
Business Day prior to the date of this Announcement), save for the
Irrevocable Undertakings, neither BidCo nor any of its directors
nor, so far as it or its respective directors are aware, any person
acting, or deemed to be acting, in concert with BidCo:
(i) had an interest in, or right to subscribe for, relevant securities of AMP Clean Energy;
(ii) had any short position in (whether conditional or absolute
and whether in the money or otherwise), including any short
position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take
delivery of, relevant securities of AMP Clean Energy;
(iii) had procured an irrevocable commitment or letter of intent
to accept the terms of Acquisition in respect of relevant
securities of AMP Clean Energy; or
(iv) had borrowed or lent any AMP Clean Energy Shares.
Furthermore, save for the Irrevocable Undertakings, no
arrangement exists between: (i) BidCo or any of its associates; and
(ii) AMP Clean Energy, in relation to AMP Clean Energy Shares. For
these purposes, an "arrangement" includes any indemnity or option
arrangement, any agreement or any understanding, formal or
informal, of whatever nature, relating to AMP Clean Energy Shares
which may be an inducement to deal or refrain from dealing in such
securities.
In the interests of maintaining confidentiality before this
Announcement, BidCo has not yet completed its enquiries in respect
of the matters referred to in this paragraph of certain parties
deemed to be acting in concert with it for the purposes of the
Acquisition. Enquiries of such parties will be completed as soon as
practicable following the date of this Announcement. In accordance
with Note 2(a)(i) on Rule 8 of the Code, further disclosures, if
any, required in respect of such parties will be made as soon as
possible and in any event by no later than 12 noon (London time) on
the day falling 10 Business Days after the date of this
Announcement.
18. Irrevocable undertakings
The AMP Clean Energy Directors have irrevocably undertaken to
vote in favour of the Scheme at the Court Meeting and in favour of
the resolutions relating to the Acquisition and the IncubEx Sale at
the General Meeting (other than Neil Eckert who has only given an
irrevocable undertaking to vote in favour of the resolution
relating to the Acquisition to be proposed at the General Meeting
as he is not eligible to vote in favour of the Scheme at the Court
Meeting (but has agreed to consent to and be bound by the Scheme)
or on the resolution relating to the IncubEx Sale), in respect of
their own holdings (and those of their family members) of, in
aggregate, 13,345,341 AMP Clean Energy Shares, representing
approximately 21.1 per cent. of the AMP Clean Energy Shares
eligible to vote on the resolution relating to the Acquisition
proposed at the General Meeting, and (excluding Neil Eckert's AMP
Clean Energy Shares which are ineligible to vote) 4,178,694 AMP
Clean Energy Shares, representing approximately 8.7 per cent. of
the AMP Clean Energy Shares eligible to vote on the Scheme at the
Court Meeting and the resolution relating to the IncubEx Sale at
the General Meeting.
In addition to the irrevocable undertakings from the AMP Clean
Energy Directors, BidCo has received irrevocable undertakings from
certain other AMP Clean Energy Shareholders (including Lansdowne
who has only given an irrevocable undertaking to vote in favour of
the resolution relating to the Acquisition to be proposed at the
General Meeting as it is not eligible to vote in favour of the
Scheme at the Court Meeting (but has agreed to consent to and be
bound by the Scheme) or on the resolution relating to the IncubEx
Sale) holding, in aggregate, 17,095,989 AMP Clean Energy Shares,
representing approximately 27.0 per cent. of the AMP Clean Energy
Shares eligible to vote on the resolution relating to the
Acquisition at the General Meeting, and (excluding Lansdowne's AMP
Clean Energy Shares which are ineligible to vote) 10,757,183 AMP
Clean Energy Shares, representing approximately 22.5 per cent. of
the AMP Clean Energy Shares eligible to vote on the Scheme at the
Court Meeting and the resolution relating to the IncubEx Sale at
the General Meeting.
Consequently, BidCo has received irrevocable undertakings with
respect to, in aggregate, 30,441,330 AMP Clean Energy Shares,
representing approximately 48.0 per cent. of the AMP Clean Energy
Shares eligible to vote on the resolution relating to the
Acquisition at the General Meeting, and (excluding Neil Eckert's
and Lansdowne's AMP Clean Energy Shares which are ineligible to
vote) 14,935,877 AMP Clean Energy Shares, representing
approximately 31.2 per cent. of the AMP Clean Energy Shares
eligible to vote on the Scheme at the Court Meeting and the
resolution relating to the IncubEx Sale at the General Meeting.
Further details of these irrevocable undertakings are set out in
Appendix III.
19. Conditions to the Acquisition
The Acquisition is subject to the Conditions and further terms
set out below and in Appendix I to this Announcement and to be set
out in the Scheme Circular, including, among other things,
upon:
(i) the Court Meeting and General Meeting being held on or
before the 22nd day after the expected date of the meetings, which
will be set out in the Scheme Circular in due course or such later
date (if any) as BidCo and AMP Clean Energy may agree and the Court
may allow;
(ii) the Scheme Court Hearing being held on or before the 22nd
day after the expected date of the hearing, which will be set out
in the Scheme Circular in due course or such later date (if any) as
BidCo and AMP Clean Energy may agree and the Court may allow;
(iii) the Scheme becoming unconditional and becoming Effective
by no later than the Longstop Date or such later date (if any) as
BidCo and AMP Clean Energy may, with the consent of the Panel,
agree and (if required) the Court may allow;
(iv) the approval of the Scheme by the requisite majorities of
Independent AMP Clean Energy Shareholders at the Court Meeting and
of AMP Clean Energy Shareholders at the General Meeting;
(v) the resolution to approve the IncubEx Sale being duly passed
by the requisite majority of the Independent AMP Clean Energy
Shareholders at the General Meeting; and
(vi) the Scheme being sanctioned by the Court,
provided that the deadlines set out in paragraphs (i), (ii), and
(iii) may be waived by BidCo.
20. Expected timetable
Further details of the Scheme will be contained in the Scheme
Circular which will be sent to AMP Clean Energy Shareholders as
soon as practicable and in any event within 28 days of this
Announcement unless otherwise agreed with the Panel.
Further details on the timetable for implementation of the
Scheme will be set out in the Scheme Circular, which will also
include the notices of the Court Meeting and the General Meeting
and specify the necessary actions to be taken by AMP Clean Energy
Shareholders.
21. Documents available on website
A copy of the following documents will, by no later than 12 noon
(GMT) on the first Business Day after the date of this
Announcement, be published on AMP Clean Energy's website at
www.ampcleanenergy.com/recommended-cash-acquisition-for-amp-clean-energy
and BidCo's website at www.asterionindustrial.com/offer/ until the
Scheme has become Effective or has lapsed or been withdrawn:
(i) copy of this Announcement;
(ii) the IncubEx Share Purchase Agreement referred to in paragraph 3 above;
(iii) the Deferred Consideration Amendment Agreements referred to in paragraph 10 above;
(iv) the Confidentiality Agreement referred to in paragraph 15 above;
(v) the Equity Commitment Letter referred to in paragraph 16 above;
(vi) the Irrevocable Undertakings referred to in paragraph 18 above; and
(vii) the written consents of Evercore, finnCap, Whitman Howard and KPMG.
Neither the contents of the websites nor any other websites
accessible from hyperlinks on such websites are incorporated into,
or form any part of, this Announcement.
22. General
The Acquisition will be made subject to the Conditions and on
the terms contained in Appendix I to this Announcement and on the
further terms and Conditions to be set out in the Scheme Circular.
The Scheme will be governed by English law and subject to the
applicable rules and regulations of the London Stock Exchange, the
Panel and the Financial Conduct Authority.
The Acquisition will be subject to the Conditions and certain
further terms set out in Appendix I to this Announcement and to the
full terms and conditions which will be set out in the Scheme
Circular. Appendix II contains bases and sources of certain
information contained within this Announcement. Appendix III
contains further details of the irrevocable undertakings to vote in
favour of the Acquisition given to BidCo. Appendix IV contains the
definitions of certain terms used in this Announcement.
Enquiries:
BidCo and Asterion
Nicole Hildebrand +34 91 088 7404
info@asterionindustrial.com
KPMG (financial adviser to BidCo)
Helen Roxburgh +44 (0) 20 7311 1000
Zoë Nateras
AMP Clean Energy
Neil Eckert, Executive Chairman +44 (0) 20 7382 7800
Richard Burrell, CEO +44 (0) 20 7382 7800
Evercore (financial adviser to AMP Clean Energy)
Marcus Thompson +44 (0) 20 7653 6000
Julian Oakley
John Mason
finnCap Ltd (Nominated Adviser and Joint Broker to AMP Clean
Energy)
Ed Frisby / Simon Hicks +44 (0) 20 7220 0500
Andrew Burdis / Richard Chambers
Whitman Howard (Joint Broker to AMP Clean Energy)
Nick Lovering +44 (0) 20 7659 1234
Mark Murphy
Herbert Smith Freehills LLP is retained as English law legal
adviser to BidCo, the Fund and Asterion in relation to the
Acquisition and Travers Smith LLP is retained as English law legal
adviser to AMP Clean Energy in relation to the Acquisition.
Important Notices
KPMG LLP ("KPMG"), which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to BidCo and for no one else in
connection with the Acquisition or any matters referred to in this
Announcement and will not be responsible to anyone other than BidCo
for providing the protections afforded to its clients nor for
providing advice in relation to the Acquisition, the contents of
this Announcement or any other matters referred to in this
Announcement. Neither KPMG nor any of its affiliates, respective
directors, officers, employees and agents 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 KPMG in connection with the matters
referred to in this Announcement, or otherwise.
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively as financial adviser to
AMP Clean Energy and no one else in connection with the Acquisition
or the matters referred to in this Announcement and will not be
responsible to anyone other than AMP Clean Energy for providing the
protections afforded to clients of Evercore nor for providing
advice in connection with the matters referred to herein. 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, in
delict, under statute or otherwise) to any person who is not a
client of Evercore in connection with this Announcement, any
statement contained herein, any offer or otherwise. Apart from the
responsibilities and liabilities, if any, which may be imposed on
Evercore by the Financial Services and Markets Act 2000, or the
regulatory regime established thereunder, or under the regulatory
regime of any jurisdiction where exclusion of liability under the
relevant regulatory regime would be illegal, void or unenforceable,
neither Evercore nor any of its affiliates accepts any
responsibility or liability whatsoever for the contents of this
Announcement, and no representation, express or implied, is made by
it, or purported to be made on its behalf, in relation to the
contents of this Announcement, including its accuracy, completeness
or verification of any other statement made or purported to be made
by it, or on its behalf, in connection with AMP Clean Energy or the
matters described in this document. To the fullest extent permitted
by applicable law, Evercore and its affiliates accordingly disclaim
all and any responsibility or liability whether arising in tort, in
delict, contract or otherwise (save as referred to above) which
they might otherwise have in respect of this Announcement or any
statement contained herein.
finnCap Ltd ("finnCap"), which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively as nominated adviser and joint broker to AMP Clean
Energy and for no one else in connection with the Acquisition or
any matters referred to in this Announcement and will not be
responsible to anyone other than AMP Clean Energy for providing the
protections afforded to its clients nor for providing advice in
relation to the Acquisition, the contents of this Announcement or
any other matters referred to in this Announcement. Neither finnCap
nor any of its affiliates, respective directors, officers,
employees and agents 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 finnCap in connection with the matters referred to
in this Announcement, or otherwise.
Whitman Howard Limited ("Whitman Howard"), which is authorised
and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively as joint broker to AMP Clean
Energy and for no one else in connection with the Acquisition or
any matters referred to in this Announcement and will not be
responsible to anyone other than AMP Clean Energy for providing the
protections afforded to its clients nor for providing advice in
relation to the Acquisition, the contents of this Announcement or
any other matters referred to in this Announcement. Neither Whitman
Howard nor any of its affiliates, respective directors, officers,
employees and agents 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 Whitman Howard in connection with the matters
referred to in this Announcement, or otherwise.
This Announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer to
sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise.
The Acquisition will be made solely pursuant to the terms of the
Scheme Circular (or, if applicable, the Offer Document), which will
contain the full terms and conditions of the Acquisition, including
details of how to vote in respect of the Acquisition. Any decision
in respect of, or other response to, the Acquisition should be made
only on the basis of the information contained in the Scheme
Circular (or, if applicable, the Offer Document).
This Announcement has been prepared for the purpose of complying
with English law and the 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 terms of
jurisdictions outside England and Wales.
AMP Clean Energy will, with the assistance of BidCo, prepare the
Scheme Circular to be distributed to AMP Clean Energy Shareholders.
BidCo and AMP Clean Energy urge AMP Clean Energy Shareholders to
read the Scheme Circular when it becomes available because it shall
contain important information relating to the Acquisition.
No person has been authorised to make any representations on
behalf of BidCo or AMP Clean Energy concerning the Scheme or the
Acquisition which are inconsistent with the statements contained
herein, and any such representations, if made, may not be relied
upon as having been so authorised.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
No person should construe the contents of this Announcement as
legal, financial or tax advice and any interested person should
consult its own advisers in connection with such matters.
Overseas Shareholders
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements.
Unless otherwise determined by BidCo or required by the Code,
and permitted by applicable law and regulation, the Acquisition
shall not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
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 all documents relating
to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in
or into or from any Restricted Jurisdiction where to do so would
violate the laws in that jurisdiction, and persons receiving such
documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send them in or into or
from any Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction.
Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such
jurisdiction and, to the fullest extent permitted by applicable
law, AMP Clean Energy and BidCo disclaim any responsibility or
liability for the violation of such restrictions by any person.
The availability of the Acquisition to AMP Clean Energy
Shareholders who are not resident in the United Kingdom may be
affected by the laws of the relevant jurisdictions in which they
are resident. Persons who are not resident in the United Kingdom
should inform themselves of, and observe, any applicable
requirements.
Additional information for US investors
The Acquisition relates to the shares of an English company that
is not registered under the Exchange Act and is being made by means
of a scheme of arrangement under English company law. The scheme of
arrangement for the Acquisition is not subject to the tender offer
rules or the proxy solicitation rules under the Exchange Act. No
registration statement will be filed with the SEC or any state
securities regulators in the US in connection with the Scheme.
The Acquisition is subject to the disclosure and procedural
requirements and practices applicable in the United Kingdom to
schemes of arrangement, which differ from those applicable in the
United States to tender offers or proxy solicitations under the
Exchange Act.
If BidCo were to elect to implement the Acquisition by means of
a Takeover Offer and determine to extend the offer into the United
States, the Acquisition will be made in compliance with applicable
United States laws and regulations, including any applicable
exemptions under the Exchange Act.
In accordance with normal United Kingdom practice, BidCo or its
nominees, or its brokers (acting as agents), may from time to time
make certain purchases of, or arrangements to purchase, shares or
other securities of AMP Clean Energy outside of the US, other than
pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes Effective, lapses or is otherwise
withdrawn. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices.
Any information about such purchases or arrangements to purchase
shall be disclosed as required in the United Kingdom, shall be
reported to a Regulatory Information Service and shall be available
on the London Stock Exchange website at
www.londonstockexchange.com.
Financial information included (or incorporated by reference) in
this Announcement and the Scheme Circular in relation to AMP Clean
Energy has been or will have been prepared in accordance with
accounting standards applicable in the United Kingdom that may not
be comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the United States.
Forward-looking statements
This Announcement, including information included or
incorporated by reference in this Announcement, oral statements
made regarding the Acquisition, and other information published by
AMP Clean Energy, BidCo, the Fund or Asterion contain statements
which are, or may be deemed to be "forward-looking statements".
Forward-looking statements may include statements relating to
the following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of
BidCo, the Fund, Asterion, AMP Clean Energy or any member of the
AMP Clean Energy Group's operations and potential synergies
resulting from the Acquisition; and (iii) the effects of global
economic conditions and governmental regulation on BidCo's, the
Fund's, Asterion's, AMP Clean Energy's or any member of the AMP
Clean Energy Group's business. In some cases, these forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "will
look to", "would look to", "plans", "prepares", "anticipates",
"expects", "is expected to", "is subject to", "budget",
"scheduled", "forecasts", "synergy", "strategy", "goal",
"cost-saving", "projects" "intends", "may", "will", "shall" or
"should" or their negatives or other variations or comparable
terminology.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that shall occur in the future. These events and
circumstances include changes in the global, political, economic,
business, competitive, market and regulatory forces, future
exchange and interest rates, changes in tax rates and future
business combinations or disposals. If any one or more of these
risks or uncertainties materialises or if any one or more of the
assumptions proves incorrect, actual results may differ materially
from those expected, estimated or projected. Such forward-looking
statements should therefore be construed in the light of such
factors.
These statements are based on assumptions and assessments made
by AMP Clean Energy, BidCo, the Fund and/or Asterion in the light
of their experience and their perception of historical trends,
current conditions, future developments and other factors they
believe appropriate. By their nature, forward-looking statements
involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future. The factors
described in the context of such forward-looking statements in this
Announcement could cause actual results and developments to differ
materially from those expressed in or implied by such
forward-looking statements.
Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be
given that such expectations will prove to have been correct and
persons reading this Announcement are therefore cautioned not to
place undue reliance on these forward-looking statements which
speak only as at the date of this Announcement. Specifically,
statements of estimated cost savings and synergies relate to future
actions and circumstances which, by their nature involve, risks,
uncertainties and contingencies. As a result, any cost savings and
synergies referred to may not be achieved, may be achieved later or
sooner than estimated, or those achieved could be materially
different from those estimated. Due to the scale of the Enlarged
Group, there may be additional changes to the Enlarged Group's
operations. As a result, and given the fact that the changes relate
to the future, the resulting cost synergies may be materially
greater or less than those estimated.
The forward-looking statements speak only at the date of this
Announcement. All subsequent oral or written forward-looking
statements attributable to any member of the BidCo Group or the AMP
Clean Energy Group, or any of their respective associates,
directors, officers, employees or advisers, are expressly qualified
in their entirety by the cautionary statement above.
Neither the BidCo Group nor the AMP Clean Energy Group, nor any
of their respective associates or directors, officers, employees,
managers, agents, representatives, partners, members, consultants
or advisers: (i) provide any representation, warranty, assurance or
guarantee that the occurrence of the events expressed or implied in
any forward-looking statements will actually occur; nor (ii) assume
any obligation to, and do not intend to, revise or update these
forward-looking statements (whether as a result of new information,
future events or otherwise), except as required pursuant to
applicable law or by the rules of any competent authority.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per ordinary share for AMP Clean Energy or BidCo for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per ordinary share
for AMP Clean Energy or BidCo.
Disclosure requirements of the Code
Under Rule 8.3(a) of the 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. (GMT) on the 10th business day following the commencement
of the offer period and, if appropriate, by no later than 3.30 p.m.
(GMT) 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 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,
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.(GMT) 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 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 Takeover 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.
Information relating to AMP Clean Energy Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by AMP Clean Energy Shareholders,
persons with information rights and other relevant persons for the
receipt of communications from AMP Clean Energy may be provided to
BidCo during the Offer Period as requested under Section 4 of
Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.
Publication on website and availability of hard copies
In accordance with Rule 26.1 of the Code, a copy of this
Announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, at
www.ampcleanenergy.com/recommended-cash-acquisition-for-amp-clean-energy
and www.asterionindustrial.com/offer/ by no later than 12 noon
(GMT) on the first Business Day after the date of this
Announcement.
Neither the content of the websites nor the content of any other
website accessible from hyperlinks on such websites is incorporated
into, or forms part of, this Announcement.
AMP Clean Energy Shareholders may request a hard copy of this
Announcement by contacting PXS, Link Asset Services of 34 Beckenham
Road, Beckenham, Kent, BR3 4TU on 0871 664 0300 or +44 371 664 0300
(if calling from outside the UK). Lines are open from 9.00 a.m. to
5.30 p.m. (UK time), Monday to Friday (excluding English and Welsh
public holidays). Calls to the helpline from outside the UK will be
charged at the applicable international rate. Please note that
calls may be recorded and randomly monitored for security and
training purposes. Please note that PXS, Link Asset Services cannot
provide advice on the merits of the possible offer nor give
financial, tax, investment or legal advice. If you have received
this Announcement in electronic form, copies of this Announcement
and any document or information incorporated by reference into this
document will not be provided unless such a request is made. AMP
Clean Energy Shareholders may also request that all future
documents, announcements and information to be sent to them in
relation to the Acquisition should be in hard copy form.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Right to switch to a Takeover Offer
BidCo reserves the right, subject to the prior consent of the
Panel, to elect to implement the Acquisition by way of a Takeover
Offer. In such event, such Takeover Offer will be implemented on
the same terms (subject to appropriate amendments as described in
Part 2 of Appendix I), so far as applicable, as those which would
apply to the Scheme.
Legal Entity Identifier ("LEI")
AMP Clean Energy's LEI is 2138001HABA1FAB3WC13.
Rule 2.9
For the purposes of Rule 2.9 of the Code, AMP Clean Energy
confirms that, as at the last Business Day before the date of this
Announcement, it had in issue 63,393,954 ordinary shares of 0.5
pence each. The ISIN of the ordinary shares is GB00BC4F3V69.
appendix i
CONDITIONS AND CERTAIN FURTHER TERMS OF THE ACQUISITION
Part 1 Conditions of the Acquisition
1. The Acquisition will be conditional upon:
(a) the Court Meeting and General Meeting being held on or
before the 22nd day after the expected date of the meetings to be
set out in the Scheme Circular in due course or such later date (if
any) as BidCo and AMP Clean Energy may agree and the Court may
allow;
(b) the Scheme Court Hearing being held on or before the 22nd
day after the expected date of the hearing date to be set out in
the Scheme Circular in due course, or such later date (if any) as
BidCo and AMP Clean Energy may agree and the Court may allow;
and
(c) the Scheme becoming unconditional and becoming Effective by
no later than the Longstop Date or such later date (if any) as
BidCo and AMP Clean Energy may, with the consent of the Panel,
agree and (if required) the Court may allow.
2. The Scheme will be conditional on:
(a) its approval by a majority in number of the Independent AMP
Clean Energy Shareholders present, entitled to vote and voting at
the Court Meeting, or at any adjournment thereof, either in person
or by proxy, representing not less than 75 per cent. in value of
the AMP Clean Energy Shares held by such holders;
(b) all resolutions required to approve and implement the Scheme
(including, without limitation, to amend AMP Clean Energy's
articles of association) being duly passed by the requisite
majority of the AMP Clean Energy Shareholders at the General
Meeting, or at any adjournment thereof;
(c) the resolution to approve the IncubEx Sale being duly passed
by the requisite majority of the Independent AMP Clean Energy
Shareholders at the General Meeting, or at any adjournment
thereof;
(d) the sanction of the Scheme by the Court (with or without
modifications, on terms reasonably acceptable to AMP Clean Energy
and BidCo); and
(e) an office copy of the Court Order being delivered for
registration to the Registrar of Companies.
3. The Acquisition is also conditional on the following
conditions having been satisfied or, where applicable, waived and
accordingly the necessary actions to make the Scheme Effective will
not be taken unless such conditions have been so satisfied or
waived:
(a) no government or governmental, quasi-governmental,
supranational, statutory, administrative or regulatory body,
authority, court, trade agency, association, institution,
environmental body, Merger Control Authority or any other person or
body in any jurisdiction (each a "Relevant Authority") having given
notice of a decision to take, institute, implement or threaten any
action, proceedings, suit, investigation, enquiry or reference (and
in each case, not having withdrawn the same), or made, proposed or
enacted any statute, regulation, order or decision or taken any
other steps and there not continuing to be outstanding any statute,
regulation, order or decision, which would or might reasonably be
expected to, in any case to an extent or in a manner which is or
would be material in the context of the wider AMP Clean Energy
Group taken as a whole:
(i) make the Acquisition or the acquisition of any AMP Clean
Energy Shares, or control of AMP Clean Energy by BidCo void,
illegal or unenforceable or otherwise materially restrict,
restrain, prohibit, delay or interfere with the implementation
thereof, or impose additional material conditions or obligations
with respect thereto, or require material amendment thereof or
otherwise challenge or interfere therewith in a material way;
(ii) require or prevent the divestiture by any member of the AMP
Clean Energy Group or any company of which 20 per cent. or more of
the voting capital is held by any member of the AMP Clean Energy
Group or any partnership, joint venture, firm or company in which
any member of the AMP Clean Energy Group may be interested (the
"wider AMP Clean Energy Group") or by any member of BidCo Group or
any associated undertaking or any company of which 20 per cent. or
more of the voting capital is held by BidCo Group or any
partnership, joint venture, firm or company in which any member of
BidCo Group may be interested (the "wider BidCo Group") of all or
any material part of their respective businesses, assets or
property or impose any material limitation on the ability of any of
them to conduct their respective businesses or own any of their
material assets or property;
(iii) impose any material limitation on or result in a delay in
the ability of any member of the wider AMP Clean Energy Group or
the wider BidCo Group to acquire or to hold or to exercise
effectively any rights of ownership of shares or loans or
securities convertible into shares in any member of the wider AMP
Clean Energy Group or of the wider BidCo Group held or owned by it
or to exercise management control over any member of the wider AMP
Clean Energy Group or of the wider BidCo Group to an extent which
is material in the context of the wider AMP Clean Energy Group
taken as a whole or, as the case may be, wider BidCo Group taken as
a whole;
(iv) require any member of the wider BidCo Group or the wider
AMP Clean Energy Group to acquire or offer to acquire any shares or
other securities in any member of the wider AMP Clean Energy Group
or the wider BidCo Group owned by any third party where such
acquisition would be material in the context of the wider AMP Clean
Energy Group taken as a whole or, as the case may be, wider BidCo
Group taken as a whole; or
(v) otherwise materially and adversely affect the assets,
business, profits or prospects of any member of the wider AMP Clean
Energy Group or of any member of the wider BidCo Group;
and all applicable waiting and other time periods during which
any such Relevant Authority could decide to take, institute,
implement or threaten any such action, proceeding, suit,
investigation, enquiry or reference having expired, lapsed or been
terminated;
(b) all material notifications and filings which are considered
necessary by BidCo (acting reasonably) having been made, all
necessary waiting periods (including any extensions thereof) under
any applicable legislation or regulations of any jurisdiction
having expired, lapsed or been terminated, in each case in respect
of the Acquisition and the acquisition of any AMP Clean Energy
Shares, or of control of AMP Clean Energy, by BidCo, and all
authorisations, orders, recognitions, grants, consents, licences,
confirmations, clearances, permissions and approvals
("Authorisations") necessary or appropriate in any jurisdiction
for, or in respect of, the Acquisition and the proposed acquisition
of any AMP Clean Energy Shares, or of control of AMP Clean Energy,
by BidCo and to carry on the business of any member of the wider
BidCo Group or of the wider AMP Clean Energy Group having been
obtained, in terms and in a form reasonably satisfactory to BidCo,
from all appropriate Relevant Authorities and from any persons or
bodies with whom any member of the wider BidCo Group or the wider
AMP Clean Energy Group has entered into contractual arrangements
and all such Authorisations necessary or appropriate remaining in
full force and effect at the time at which the Scheme becomes
Effective and BidCo having no notice of an intention or proposal to
revoke, suspend or modify or not to renew any of the same and all
necessary statutory or regulatory obligations in any jurisdiction
having been complied with in all material respects;
(c) except as Disclosed, there being no provision of any
arrangement, agreement, licence, permit or other instrument to
which any member of the wider AMP Clean Energy Group is a party or
by or to which any such member or any of their assets is or may be
bound, entitled or be subject to and which, in consequence of the
Acquisition or the acquisition or proposed acquisition of any AMP
Clean Energy Shares, or control of AMP Clean Energy, by BidCo or
otherwise, would or might, to an extent which is material in the
context of the AMP Clean Energy Group taken as a whole, reasonably
be expected to result in:
(i) any monies borrowed by, or other indebtedness actual or
contingent of, any such member of the wider AMP Clean Energy Group
being or becoming repayable or being capable of being declared
immediately or prior to its or their stated maturity or the ability
of any such member to borrow monies or incur any indebtedness being
inhibited or becoming capable of being withdrawn;
(ii) the creation or enforcement of any mortgage, charge or
other security interest over the whole or any part of the business,
property or assets of any such member or any such security
(whenever arising or having arisen) being enforced or becoming
enforceable;
(iii) any such arrangement, agreement, licence or instrument
being terminated or adversely modified or any action being taken of
an adverse nature or any onerous obligation or liability arising
thereunder;
(iv) any material assets of any such member being disposed of or
charged, or right arising under which any such asset could be
required to be disposed of or charged, other than in the ordinary
course of business;
(v) the interest or business of any such member of the wider AMP
Clean Energy Group in or with any firm or body or person, or any
agreements or arrangements relating to such interest or business,
being terminated or adversely modified or affected;
(vi) any such member ceasing to be able to carry on business
under any name under which it presently does so;
(vii) the creation of liabilities (actual or contingent) by any
such member other than trade creditors or other liabilities
incurred in the ordinary course of business or in connection with
the Acquisition; or
(viii) the financial or trading position of any such member
being prejudiced or adversely affected,
and no event having occurred which, under any provision of any
arrangement, agreement, licence or other instrument to which any
member of the wider AMP Clean Energy Group is a party, or to which
any such member or any of its assets are bound, entitled or
subject, would or might result in any of the events or
circumstances as are referred to in paragraphs (i) to (viii) of
this condition 3(c);
(d) except as Disclosed by AMP Clean Energy, no member of the
wider AMP Clean Energy Group having, since 31 March 2019:
(i) issued, agreed to issue or proposed the issue of additional
shares or securities of any class, or securities convertible into,
or exchangeable for or rights, warrants or options to subscribe for
or acquire, any such shares, securities or convertible securities
(save as between AMP Clean Energy and wholly-owned subsidiaries of
AMP Clean Energy or between the wholly-owned subsidiaries of AMP
Clean Energy and save for options granted, and for any AMP Clean
Energy Shares allotted upon exercise of options granted under the
AMP Clean Energy Share Schemes before the date hereof), or
redeemed, purchased or reduced any part of its share capital;
(ii) sold or transferred or agreed to sell or transfer any
Treasury Shares (save upon exercise of options granted under the
AMP Clean Energy Share Schemes before the date hereof);
(iii) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus, dividend or other
distribution other than to AMP Clean Energy or a wholly-owned
subsidiary of AMP Clean Energy;
(iv) other than pursuant to the Acquisition and the IncubEx Sale
(and except for transactions between AMP Clean Energy and its
wholly--owned subsidiaries or between its wholly-owned
subsidiaries) agreed, authorised, proposed or announced its
intention to propose any merger or demerger or acquisition or
disposal of assets or shares (other than in the ordinary course of
trading) or to any material change in its share or loan
capital;
(v) (except for transactions between AMP Clean Energy and its
wholly-owned subsidiaries or between the wholly--owned subsidiaries
of AMP Clean Energy) issued, authorised or proposed the issue of
any debentures or incurred any indebtedness or contingent liability
which is material in the context of the AMP Clean Energy Group
taken as a whole;
(vi) (except for transactions between AMP Clean Energy and its
wholly-owned subsidiaries or between the wholly--owned subsidiaries
of AMP Clean Energy) acquired or disposed of or transferred,
mortgaged or encumbered any material asset or any right, title or
interest in any material asset (other than in the ordinary course
of trading) in a manner which is material in the context of the AMP
Clean Energy Group taken as a whole;
(vii) entered into or varied or announced its intention to enter
into or vary any contract, arrangement or commitment (whether in
respect of capital expenditure or otherwise) which is of a
long-term or unusual nature or involves or could involve an
obligation of a nature or magnitude which is material in the
context of the AMP Clean Energy Group taken as a whole;
(viii) other than pursuant to the Acquisition, entered into or
proposed or announced its intention to enter into any
reconstruction, amalgamation, transaction or arrangement (otherwise
than in the ordinary course of business);
(ix) taken any action nor having had any steps taken or legal
proceedings started or threatened against it for its winding-up or
dissolution or for it to enter into any arrangement or composition
for the benefit of its creditors, or for the appointment of a
receiver, administrator, trustee or similar officer if it or any of
its assets (or any analogous proceedings or appointment in any
overseas jurisdiction);
(x) been unable, or admitted in writing that it is unable, to
pay its debts or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened
to cease carrying on all or a substantial part of its business;
(xi) entered into or varied or made any offer to enter into or
vary the terms of any service agreement or arrangement with any of
the AMP Clean Energy Directors;
(xii) waived, compromised or settled any claim which is material
in the context of the wider AMP Clean Energy Group taken as a
whole; or
(xiii) entered into or made an offer (which remains open for
acceptance) to enter into any agreement, arrangement or commitment
or passed any resolution with respect to any of the transactions or
events referred to in this condition (d);
(e) since 31 March 2019, except as Disclosed by AMP Clean Energy
prior to the date hereof:
(i) there having been no adverse change in the business, assets,
financial or trading position or profits or prospects of any member
of the wider AMP Clean Energy Group which in any such case is
material in the context of the wider AMP Clean Energy Group taken
as a whole;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings having been instituted, announced or
threatened by or against or remaining outstanding against any
member of the wider AMP Clean Energy Group and no enquiry or
investigation by or complaint or reference to any Relevant
Authority against or in respect of any member of the wider AMP
Clean Energy Group having been threatened, announced or instituted
or remaining outstanding which in any such case could have a
material effect on the wider AMP Clean Energy Group taken as a
whole; and
(iii) no contingent or other liability having arisen or been
incurred which might reasonably be expected to adversely affect any
member of the AMP Clean Energy Group in a manner which is material
in the context of the wider AMP Clean Energy Group taken as a
whole;
(f) BidCo not having discovered that, save as Disclosed:
(i) the financial, business or other information concerning the
wider AMP Clean Energy Group which has been disclosed at any time
by or on behalf of any member of the wider AMP Clean Energy Group
whether publicly (by the delivery of an announcement to a
Regulatory Information Service) or to BidCo or its professional
advisers, either contains a material misrepresentation of fact or
omits to state a fact necessary to make the information contained
therein not materially misleading; or
(ii) any member of the wider AMP Clean Energy Group is subject
to any liability, contingent or otherwise, which is not disclosed
in the annual report and accounts of AMP Clean Energy for the
financial year ended 31 March 2019 and which is material in the
context of the AMP Clean Energy Group taken as a whole;
(iii) any past or present member, director, officer or employee
of the wider AMP Clean Energy Group or any person that performs or
has performed services for or on behalf of the wider AMP Clean
Energy Group is engaging in or has at any time during the course of
such person's employment with, or performance of services for or on
behalf of, the wider AMP Clean Energy Group engaged in an activity,
practice or conduct which would constitute an offence under the UK
Bribery Act 2010, the US Foreign Practices Act of 1977 or any other
applicable anti-corruption legislation or regulation;
(iv) any past or present member, director, officer or employee
of the wider AMP Clean Energy Group or any person that performs or
has performed services for or on behalf of the wider AMP Clean
Energy Group is engaging in or has at any time engaged in any act
of bribery or has paid or agreed to pay any bribe including any
"inducement fee" given or agreed to give any similar gift or
benefit or paid or agreed to pay to a concealed bank account or
fund to or for the account of, any customer, supplier, governmental
official or employee, representative of a political party, or other
person for the purpose of obtaining or retaining business or
otherwise engaged in any activity, done such things (or omitted to
do such things) in contravention of the UK Bribery Act 2010, the US
Foreign Corrupt Practices Act 1977, as amended, or any other
anti-corruption legislation applicable to the wider AMP Clean
Energy Group, in each case which is material in the context of the
wider AMP Clean Energy Group taken as a whole;
(v) any asset of any member of the wider AMP Clean Energy Group
constitutes criminal property as defined by section 340(3) of the
Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that
definition);
(vi) any past or present member, director, officer or employee
of the AMP Clean Energy Group has engaged in any business with,
made any investments in, or made any funds or assets available to
or received any funds or asset from: (a) any government, entity or
individual in respect of which US or European Union persons, or
persons operating in those territories, are prohibited from
engaging in activities or doing business, or from receiving or
making available funds or economic resources, by US or European
Union laws or regulations, including the economic sanctions
administered by the United States Office of Foreign Assets Control
or HM Revenue & Customs or (b) any government, entity or
individual named by any of the economic sanctions of the United
Nations, the United States, the European Union or any of its member
states;
(vii) any member of the AMP Clean Energy Group being engaged in
any transaction which would cause BidCo to be in breach of any law
or regulation upon its acquisition of AMP Clean Energy, including
the economic sanctions of the United States Office of Foreign
Assets Control, or HM Revenue & Customs, or any government,
entity or individual targeted by any of the economic sanctions of
the United Nations, the United States, the European Union or any of
its member states;
(viii) any past or present member of the wider AMP Clean Energy
Group has not complied with all applicable legislation or
regulations of any jurisdiction or any notice or requirement of any
Relevant Authority with regard to the storage, disposal, discharge,
spillage, leak or emission of any waste or hazardous substance or
any substance likely to impair the environment or harm human health
which non-compliance would be likely to give rise to any liability
(whether actual or contingent) on the part of any member of the
wider AMP Clean Energy Group, in each case to an extent which is
material in the context of the wider AMP Clean Energy Group taken
as a whole;
(ix) there has been a disposal, spillage, emission, discharge or
leak of waste or hazardous substance or any substance likely to
impair the environment or harm human health on, or from, any land
or other asset now or previously owned, occupied or made use of by
any past or present member of the wider AMP Clean Energy Group, or
in which any such member may now or previously have had an
interest, which would be likely to give rise to any liability
(whether actual or contingent) on the part of any member of the
wider AMP Clean Energy Group, in each case to an extent which is
material in the context of the wider AMP Clean Energy Group taken
as a whole;
(x) there is or is reasonably likely to be any obligation or
liability (whether actual or contingent) to make good, repair,
reinstate or clean up any property now or previously owned,
occupied or made use of by any past or present member of the wider
AMP Clean Energy Group or in which any such member may now or
previously have had an interest under any environmental legislation
or regulation or notice, circular or order of any Relevant
Authority in any jurisdiction; or
(xi) circumstances exist whereby a person or class of persons
would be reasonably likely to have any claim or claims in respect
of any product or process of manufacture, or materials used
therein, now or previously manufactured, sold or carried out by any
past or present member of the wider AMP Clean Energy Group, which
is material in the context of the wider AMP Clean Energy Group
taken as a whole.
Conditions 3(a) to (f) inclusive must be fulfilled, be
determined by BidCo to be or remain satisfied or (if capable of
waiver) be waived by BidCo by 11.59 p.m. (GMT) on the date
immediately preceding the Scheme Court Hearing, failing which the
Scheme shall lapse.
To the extent permitted by law and subject to the requirements
of the Panel, BidCo reserves the right to waive all or any of
Conditions in whole or in part, except Conditions 2(a) to (e)
inclusive which cannot be waived. BidCo shall be under no
obligation to waive or treat as fulfilled any of the Conditions
which are capable of waiver by a date earlier than the date
specified above for the fulfilment thereof notwithstanding that the
other Conditions of the Acquisition may at such earlier date have
been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such Conditions may not be
capable of fulfilment.
The Scheme will not proceed if the CMA makes a Phase 2 CMA
Reference in respect of the Acquisition or, insofar as the
Acquisition or any matter arising from or relating to the Scheme
constitutes a concentration with a European community dimension
within the scope of the EU Merger Regulation, the European
Commission either initiates Phase 2 European Commission Proceedings
in respect of the Acquisition or makes a referral of any part of
the Acquisition to a competent authority of the UK under Article
9(1) of the EU Merger Regulation and there is subsequently a Phase
2 CMA Reference in respect of the Acquisition, before the date of
the Court Meeting. In such event neither AMP Clean Energy, BidCo
nor any AMP Clean Energy Shareholder will be bound by any term of
the Scheme.
Part 2 Certain further terms of the Acquisition
1. BidCo reserves the right to elect to implement the
Acquisition by way of a Takeover Offer. In such event, such offer
will (unless otherwise determined by BidCo and subject to the
consent of the Panel,) be implemented on the same terms and
conditions subject to appropriate amendments to reflect the change
in method of effecting the Acquisition, which may include changing
the consideration structure under the terms of the Acquisition and
(without limitation and subject to the consent of the Panel) an
acceptance condition set at 90 per cent. (or such lesser
percentage, being more than 50 per cent., as BidCo may decide) of
the voting rights then exercisable at a general meeting of AMP
Clean Energy, including, for this purpose, any such voting rights
attaching to AMP Clean Energy Shares that are unconditionally
allotted or issued, and to any Treasury Shares which are
unconditionally transferred or sold by AMP Clean Energy, before the
takeover offer becomes or is declared unconditional as to
acceptances, whether pursuant to the exercise of any outstanding
subscription or conversion rights or otherwise.
2. If BidCo is required by the Panel to make an offer for AMP
Clean Energy Shares under the provisions of Rule 9 of the Code,
BidCo may make such alterations to any of the above conditions as
are necessary to comply with the provisions of that Rule.
3. The Scheme and the Acquisition and any dispute or claim
arising out of, or in connection with, them (whether contractual or
non-contractual in nature) will be governed by English law and will
be subject to the jurisdiction of the Courts of England.
4. The AMP Clean Energy Shares will be acquired under the
Acquisition fully paid and free from all liens, equitable
interests, charges, encumbrances, options, rights of pre-emption
and any other third party rights or interests of any nature
whatsoever and together with all rights attaching thereto,
including the right to receive and retain all dividends and other
distributions and returns of value declared, paid or made after the
Effective Date. If any dividend or other distribution or return of
value is proposed, declared, made, paid or becomes payable by AMP
Clean Energy in respect of an AMP Clean Energy Share on or after
the date of this announcement and prior to the Effective Date,
BidCo will have the right to reduce the value of the consideration
payable for each AMP Clean Energy Share by up to the amount per AMP
Clean Energy Share of such dividend, distribution or return of
value except where the AMP Clean Energy Share is or will be
acquired pursuant to the Scheme on a basis which entitles BidCo to
receive the dividend, distribution or return of value and to retain
it. If any such dividend or distribution or return of value is paid
or made after the date of this announcement and BidCo exercises its
rights described above, any reference in this announcement to the
consideration payable under the Scheme shall be deemed to be a
reference to the consideration as so reduced. Any exercise by BidCo
of its rights referred to in this paragraph shall be the subject of
an announcement and, for the avoidance of doubt, shall not be
regarded as constituting any revision or variation of the terms of
the Scheme.
5. The availability of the Acquisition to persons not resident
in the United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements.
6. The Acquisition is not being made, directly or indirectly,
in, into or from, or by use of the mails of, or by any means of
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or
other securities exchange of, any Restricted Jurisdiction where to
do so would violate the laws of that jurisdiction.
7. Under Rule 13.5 of the Code, BidCo may not invoke a condition
to the Acquisition so as to cause the Acquisition not to proceed,
to lapse or to be withdrawn unless the circumstances which give
rise to the right to invoke the condition are of material
significance to BidCo in the context of the Acquisition. The
conditions contained in paragraphs 1 and 2 of Part 1 of this
Appendix are not subject to this provision of the Code.
8. Each of the Conditions will be regarded as a separate
Condition and will not be limited by reference to any other
Condition.
appendix II
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this Announcement, unless otherwise stated, or the context
otherwise requires, the following bases and sources have been
used:
1. The financial information relating to AMP Clean Energy is
extracted from the audited report and financial statements of AMP
Clean Energy for the financial year ended 31 March 2019.
2. As at the close of business on 28 November 2019 (being the
last Business Day prior to the date of this Announcement), AMP
Clean Energy had in issue 63,393,954 ordinary shares.
3. Any reference to the fully diluted share capital of AMP Clean Energy is based on:
a. the 63,393,954 AMP Clean Energy Shares referred to in paragraph 2 above;
b. 510,184 AMP Clean Energy Shares which may be issued on or
after the date of this Announcement on the exercise of options or
vesting of awards under the AMP Clean Energy Share Schemes,
excluding "out of the money options"; and
c. 6,249,999 AMP Clean Energy Shares which may be issued on or
after the date of this Announcement pursuant to contractual
obligations to provide deferred consideration under historic
acquisitions by AMP Clean Energy.
4. Any reference to the value of the fully diluted share capital
of AMP Clean Energy is based on the Acquisition price of 90 pence
per AMP Clean Energy Share.
5. Further sources of information regarding data reported in this Announcement are as follows:
a. the Closing Price of the AMP Clean Energy Shares of 68.00
pence on 28 November 2019 (being the last Business Day prior to the
date of this Announcement) is the closing middle market price of an
AMP Clean Energy Share derived from IRESS;
b. the one month volume weighted average price per AMP Clean
Energy Share of 68.25 pence on 28 November 2019 is derived from
Bloomberg; and
c. the six month volume weighted average price per AMP Clean
Energy Share of 70.58 pence on 28 November 2019 is derived from
Bloomberg.
6. The ISIN for the AMP Clean Energy Shares is GB00BC4F3V69.
7. Certain figures included in this Announcement have been subject to rounding adjustments.
appendix III
IRREVOCABLE UNDERTAKINGS
Irrevocable undertakings from AMP Clean Energy Directors
The following AMP Clean Energy Directors have given irrevocable
undertakings to, amongst other things, vote in favour (or procure a
vote in favour) of the Scheme at the Court Meeting and the
resolutions to be proposed at the General Meeting in relation to
the following AMP Clean Energy Shares currently held by them, as
well as any further AMP Clean Energy Shares which they may become
the registered or beneficial owner of or otherwise interested
in:
Name Number of AMP Percentage of Percentage of
Clean Energy AMP Clean Energy AMP Clean Energy
Shares issued share capital issued share
eligible to vote capital eligible
on the resolution to vote on the
relating to the Scheme at the
Acquisition at Court Meeting
the General Meeting and on the resolution
relating to the
IncubEx Sale
at the General
Meeting
Neil Eckert(1) 9,166,647 14.5 -
-------------- ---------------------- -----------------------
Richard Burrell 3,195,116 5.0 6.7
-------------- ---------------------- -----------------------
Mark Tarry 230,000 0.4 0.5
-------------- ---------------------- -----------------------
Robert Bland 337,922 0.5 0.7
-------------- ---------------------- -----------------------
Sir Laurence
Magnus 237,085 0.4 0.5
-------------- ---------------------- -----------------------
Sir Brian Williamson 128,571 0.2 0.3
-------------- ---------------------- -----------------------
Sir Nicholas
Soames 50,000 0.1 0.1
-------------- ---------------------- -----------------------
Total 13,345,341 21.1 8.7
-------------- ---------------------- -----------------------
(1) Neil Eckert has only given an irrevocable undertaking to
vote in favour of the resolution relating to the Acquisition to be
proposed at the General Meeting as he is not eligible to vote in
favour of the Scheme at the Court Meeting or on the resolution
relating to the IncubEx Sale at the General Meeting. He has,
however, agreed to consent to and be bound by the Scheme.
These irrevocable undertakings will cease to be binding if:
- a competing offer is made for the entire issued share capital
of AMP Clean Energy at a price of more than 100 pence per AMP Clean
Energy Share and BidCo has not announced a firm intention to make a
revised offer for all of the issued ordinary share capital of AMP
Clean Energy which exceeds the price per AMP Clean Energy Share of
such competing offer by 5:00 p.m. (London time) on the tenth
business day after the date of the announcement of the competing
offer;
- BidCo announces that it does not intend to make or proceed
with the Acquisition and no replacement offer or scheme is
announced by BidCo in accordance with rule 2.7 of the Code at the
same time; or
- the Acquisition does not become effective, is withdrawn or
lapses in accordance with its terms, save for where the Acquisition
is withdrawn or lapses solely as a result of BidCo exercising its
right to implement the Acquisition by way of Takeover Offer rather
than the Scheme.
Irrevocable undertakings from AMP Clean Energy Shareholders
The following AMP Clean Energy Shareholders have given
irrevocable undertakings to, amongst other things, vote in favour
(or procure a vote in favour) of the Scheme at the Court Meeting
and the resolutions to be proposed at the General Meeting in
relation to the following AMP Clean Energy Shares currently held by
them, as well as any further AMP Clean Energy Shares which they may
become the registered or beneficial owner of or otherwise
interested in:
Name Number of AMP Percentage of Percentage of
Clean Energy AMP Clean Energy AMP Clean Energy
Shares issued share issued share
capital eligible capital eligible
to vote on the to vote on the
resolution relating Scheme at the
to the Acquisition Court Meeting
at the General and on the resolution
Meeting relating to
the IncubEx
Sale at the
General Meeting
Lansdowne(1) 6,338,806 10.0 -
-------------- --------------------- -----------------------
Richard Brown 4,632,353 7.3 9.7
-------------- --------------------- -----------------------
Spindrift Equities 3,581,395 5.6 7.5
-------------- --------------------- -----------------------
Celia Derbyshire 1,985,295 3.1 4.1
-------------- --------------------- -----------------------
Peter Solly 558,140 0.9 1.2
-------------- --------------------- -----------------------
Total 17,095,989 27.0 22.5
-------------- --------------------- -----------------------
(1) Lansdowne has only given an irrevocable undertaking to vote
in favour of the resolution relating to the Acquisition to be
proposed at the General Meeting as it is not eligible to vote in
favour of the Scheme at the Court Meeting or on the resolution
relating to the IncubEx Sale at the General Meeting. It has,
however, agreed to consent to and be bound by the Scheme.
These irrevocable undertakings will cease to be binding if:
- a competing offer is made for the entire issued share capital
of AMP Clean Energy at a price of more than 100 pence per AMP Clean
Energy Share and BidCo has not announced a firm intention to make a
revised offer for all of the issued ordinary share capital of AMP
Clean Energy which exceeds the price per AMP Clean Energy Share of
such competing offer by 5:00 p.m. (London time) on the tenth
business day after the date of the announcement of the competing
offer;
- BidCo announces that it does not intend to make or proceed
with the Acquisition and no replacement offer or scheme is
announced by BidCo in accordance with rule 2.7 of the Code at the
same time; or
- the Acquisition does not become effective, is withdrawn or
lapses in accordance with its terms, save for where the Acquisition
is withdrawn or lapses solely as a result of BidCo exercising its
right to implement the Acquisition by way of Takeover Offer rather
than the Scheme.
appendix iv
DEFINITIONS
The following definitions apply throughout this document unless
the context requires otherwise:
"Acquisition" the proposed acquisition by BidCo
of the entire issued and to be
issued share capital of AMP Clean
Energy to be implemented by means
of the Scheme or, should BidCo
so elect, by means of a Takeover
Offer
"AIM" the AIM market operated by the
London Stock Exchange
"AIM Rules" the rules of AIM as set out in
the publication entitled 'AIM
Rules for Companies' published
by the London Stock Exchange
from time to time
"AMP Clean Energy" Aggregated Micro Power Holdings
plc (trading as AMP Clean Energy)
"AMP Clean Energy Directors" the board of Directors of AMP
or "AMP Clean Energy Board" Clean Energy and "AMP Clean Energy
Directors" means any of them
"AMP Clean Energy Group" AMP Clean Energy and its subsidiary
undertakings
"AMP Clean Energy Shareholders" holders of AMP Clean Energy Shares
"AMP Clean Energy Shares" the ordinary shares of 0.5p each
in the capital of AMP Clean Energy
"AMP Clean Energy Share the AMP Clean Energy Enterprise
Schemes" Management Incentive Plan and
the AMP Clean Energy Non-Employee
Share Option Plan
"Asterion" Asterion Industrial Partners
SGEIC, S.A., acting as management
company to its affiliated investment
funds
"BidCo" Fossa Holdco Limited, a company
incorporated in England with
company number 12308829 and whose
registered office is at 160 Victoria
Street, South Terrace, 9(th)
floor London SW1E 5LB
"BidCo Directors" or "BidCo the board of Directors of BidCo
Board" and "BidCo Directors" means any
of them
"BidCo Group" BidCo and its parent undertakings
"Business Day" a day (other than a Saturday
or Sunday) on which banks are
open for general business in
London
"CMA" The UK Competition and Markets
Authority
"Code" the City Code on Takeovers and
Mergers
"Companies Act" Companies Act 2006
"Conditions" the conditions to the implementation
of the Acquisition (including
the Scheme) which are set out
in Appendix 1 to this announcement
and to be set out in the Scheme
Circular
"Confidentiality Agreement" the confidentiality agreement
described in paragraph 15 of
this Announcement
"Consortium" Neil Eckert (AMP Clean Energy
Executive Chairman and IncubEx
Chairman), Lansdowne and IPGL
Limited
"Court" Her Majesty's High Court of Justice
in England and Wales
"Court Meeting" the meeting of Independent AMP
Clean Energy Shareholders to
be convened by an order of the
Court under the Companies Act,
notice of which will be set out
in the Scheme Circular, to consider
and if thought fit approve the
Scheme (with or without amendment)
including any adjournment thereof
"Court Order" the order of the Court sanctioning
the Scheme under Part 26 of the
Companies Act
"CREST" the relevant system (as defined
in the Uncertificated Securities
Regulations 2001 (SI 2001/3755))
in respect of which Euroclear
UK & Ireland Ltd is the operator
"Dealing Disclosure" an announcement pursuant to Rule
8 of the Code containing details
of dealings in interests in relevant
securities of a party to an offer
"Deferred Consideration the amendment agreements of existing
Amendment Agreements" agreements on deferred consideration
described in paragraph 10 of
Part II of this Announcement
"Disclosed" the information which has been
fairly disclosed (i) in the Audited
Report and Financial Statements
for AMP Clean Energy for the
year ended 31 March 2019 (ii)
in any public announcement by
AMP Clean Energy prior to the
date of this Announcement by
way of any Regulatory Information
Service (including information
the availability of which has
been announced by way of any
Regulatory Information Service),
or (iii) in this Announcement
"Effective" in the context of the Acquisition:
(i) if the Acquisition is implemented
by way of Scheme, means the Scheme
having become effective pursuant
to its terms; or
(ii) if the Acquisition is implemented
by way of a takeover offer, such
offer having become or been declared
unconditional in all respects
in accordance with its terms
"Effective Date" the date on which the Scheme
becomes effective pursuant to
its terms
"Enlarged Group" BidCo Group including the AMP
Clean Energy Group after the
Effective Date
"Equity Commitment Letter" the equity commitment letter
dated on or around the date of
this Announcement between Asterion
and BidCo
"EU Merger Regulation" Council Regulation (EC) No. 139/2004
"Evercore" Evercore Partners International
LLP
"Exchange Act" the US Securities Exchange Act
1934, as amended from time to
time
"FCA" the Financial Conduct Authority
"finnCap" finnCap Ltd
"Forms of Proxy" the forms of proxy for use at
the Court Meeting and the General
Meeting which will accompany
the Scheme Circular
"Fund" Asterion Industrial Infra Fund
I, FCR
"General Meeting" the general meeting of AMP Clean
Energy Shareholders to be convened
in connection with the Acquisition,
notice of which will be set out
in the Scheme Circular, to consider
and if thought fit approve various
matters in connection with the
Acquisition, including any adjournment
thereof
"IncubEx" IncubEx LLC or, following the
proposed establishment of a new
holding company after the date
of this Announcement, IncubEx
Inc.
"IncubEx Sale" the sale of IncubEx Securities
to the Consortium
"IncubEx Securities" A units of $0.001, B units of
$.001 and B1 units of $0.001
each in IncubEx LLC or, following
the proposed establishment of
a new holding company after the
date of this Announcement, common
stock of $0.001, series A preferred
stock of $0.001 and series A-1
preferred stock of $0.001 each
in IncubEx Inc.
"IncubEx Share Purchase the share purchase agreement
Agreement" dated 28 November 2019 between
the Consortium and AMP Clean
Energy relating to the sale of
a 26.6 per cent. interest in
IncubEx
"Independent AMP Clean Energy the AMP Clean Energy Directors
Directors" excluding Neil Eckert
"Independent AMP Clean Energy AMP Clean Energy Shareholders
Shareholders" excluding Neil Eckert, Lansdowne
and their connected persons
"ISIN" International Securities Identification
Number
"KPMG" KPMG LLP, a limited liability
partnership registered in England
and Wales with registered number
OC301540 and which has its registered
office at 15 Canada Square, Canary
Wharf E14 5GL
"Lansdowne" Lansdowne Partners (UK) LLP
"London Stock Exchange" London Stock Exchange plc
"Longstop Date" 31 March 2020
"Meetings" the Court Meeting and the General
Meeting
"Merger Control Authority" any national, supra-national
or regional, government or governmental,
quasi-governmental, statutory,
regulatory or investigative body
or court, in any jurisdiction,
responsible for the review and/or
approval of mergers, acquisitions,
concentrations, joint ventures,
or any other similar matter
"Offer Document" in the event BidCo elects to
implement the Acquisition by
means of a Takeover Offer, the
document containing the Takeover
Offer to be sent to AMP Clean
Energy Shareholders
"Opening Position Disclosure" an announcement pursuant to Rule
8 of the Code containing details
of interests or short positions
in, or rights to subscribe for,
any relevant securities of a
party to an offer
"Panel" or "Takeover Panel" the Panel on Takeovers and Mergers
"parent" and "parent undertaking" have the meanings given to them
in the Companies Act
"Phase 2 CMA Reference" a reference pursuant to Section
22 or 33 of the Enterprise Act
2002 of the Acquisition to the
chair of the CMA for the constitution
of a group under Schedule 4 to
the Enterprise and Regulatory
Reform Act 2013
"Phase 2 European Commission proceedings initiated by the
Proceedings" European Commission under Article
6(1)(c) of the EU Merger Regulation
in respect of the Acquisition
"Registrar of Companies" the Registrar of Companies in
England and Wales
"Regulatory Information a primary information provider
Service" which has been approved by the
FCA to disseminate regulated
information
"Restricted Jurisdiction" any jurisdiction where local
laws or regulations may result
in a significant risk of civil,
regulatory or criminal exposure
if information concerning the
Acquisition is sent or made available
to AMP Clean Energy Shareholders
in that jurisdiction
"Scheme" or "Scheme of Arrangement" the Scheme of Arrangement proposed
to be made under Part 26 of the
Companies Act between AMP Clean
Energy and the holders of the
Scheme Shares to be set out in
the Scheme Circular, with or
subject to any modification,
addition or condition approved
or imposed by the Court
"Scheme Circular" the document to be sent to AMP
Clean Energy Shareholders setting
out, amongst other things, the
Scheme and notices convening
the Court Meeting and the General
Meeting
"Scheme Court Hearing" the hearing of the Court to sanction
the Scheme
"Scheme Court Hearing Date" the date of the Scheme Court
Hearing
"Scheme Record Time" 6.00 p.m. (GMT) on the Business
Day immediately preceding the
Effective Date
"Scheme Shareholders" holders of Scheme Shares and
a "Scheme Shareholder" shall
mean any one of those scheme
shareholders
"Scheme Shares" the AMP Clean Energy Shares:
(i) in issue at the date of the
Scheme Circular and which remain
in issue at the Scheme Record
Time;
(ii) (if any) issued after the
date of the Scheme Circular but
before the Voting Record Time
and which remain in issue at
the Scheme Record Time; and
(iii) (if any) issued at or after
the Voting Record Time but at
or before the Scheme Record Time
on terms that the holder thereof
shall be bound by the Scheme
or in respect of which the original
or any subsequent holders thereof
are, or have agreed in writing
to be, bound by the Scheme and,
in each case, which remain in
issue at the Scheme Record Time
excluding, in any case, any AMP
Clean Energy Shares held by or
on behalf of BidCo or the BidCo
Group at the Scheme Record Time
"SEC" US Securities Exchange Commission
"subsidiary" and "subsidiary have the meanings given to them
undertaking" in the Companies Act
"Takeover Offer" has the meaning given in section
974 of the Companies Act
"Treasury Shares" shares held as treasury shares
as defined in section 724(5)
of the Companies Act
"UK" or "United Kingdom" the United Kingdom of Great Britain
and Northern Ireland
"United States" or "US" the United States of America,
its territories and possessions,
any state of the United States
of America, the District of Columbia,
and all other areas subject to
its jurisdiction
"Voting Record Time" the time and date specified in
the Scheme Circular by reference
to which entitlement to vote
at the Court Meeting will be
determined, expected to be 6.30
p.m. (GMT) on the day which is
two days before the date of the
Court Meeting or if the Court
Meeting is adjourned, 6.30 p.m.
(GMT) on the day which is two
days before such adjourned meeting
"Whitman Howard" Whitman Howard Limited
"GBP" or "Sterling" pounds sterling, the lawful currency
for the time being of the UK
and references to "pence" and
"p" shall be construed accordingly
"EUR" or "euro" euro, the currency introduced
at the start of the third stage
of economic union pursuant to
the treaty establishing the European
Union
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OFFPGGCAGUPBPWR
(END) Dow Jones Newswires
November 29, 2019 02:00 ET (07:00 GMT)
Aggregated Micro Power (LSE:AMPH)
Historical Stock Chart
From Sep 2024 to Oct 2024
Aggregated Micro Power (LSE:AMPH)
Historical Stock Chart
From Oct 2023 to Oct 2024