TIDMEAS
RNS Number : 6128A
Alinda Capital Partners Ltd(Cayman)
08 June 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION.
8 June 2016
For immediate release
IMPROVED RECOMMED CASH ACQUISITION OF ENERGY ASSETS GROUP
PLC
BY
EUSTON BIDCO LIMITED ("BIDCO"),
an entity indirectly owned by investment funds controlled and
managed by Alinda
AND
FURTHER IRREVOCABLE UNDERTAKINGS
-- On 18 April 2016, the boards of Energy Assets and BidCo
announced that they had reached agreement on the terms of a
recommended cash acquisition by BidCo, a newly established company
indirectly wholly owned by the Alinda Funds, which are controlled
and managed by Alinda, of the entire issued and to be issued share
capital of Energy Assets (the "Acquisition") at a price of 685
pence in cash for each Energy Assets Share, to be effected by means
of a scheme of arrangement under Part 26 of the Companies Act (the
"Original Announcement"). The Scheme Document was posted to Energy
Assets Shareholders on 26 April 2016. On 19 May 2016, the Court
Meeting and the General Meeting to approve the Acquisition were
adjourned.
-- The boards of Energy Assets and BidCo are pleased to announce
that they have agreed the terms of an improved recommended cash
acquisition of Energy Assets by BidCo at a price of 722.5 pence in
cash for each Energy Assets Share, to be effected by means of a
scheme of arrangement under Part 26 of the Companies Act (the
"Improved Acquisition").
-- The Improved Acquisition values the entire issued and to be
issued share capital of Energy Assets at approximately GBP209
million and represents an enterprise value multiple of
approximately 12.7 times Energy Assets' EBITDA for the period ended
31 March 2016.
-- The Improved Acquisition represents:
- an increase of 37.5 pence per Energy Assets Share to the
initial Acquisition Price of 685 pence;
- a premium of approximately 48.1 per cent. to the Closing Price
of 488 pence per Energy Assets Share on 15 April 2016 (being the
last Business Day prior to the Original Announcement);
- a premium of approximately 49.0 per cent. to the
volume-weighted average Closing Price of 485 pence per Energy
Assets Share for the one month period ended 15 April 2016 (being
the last Business Day prior to the Original Announcement); and
- a premium of approximately 49.4 per cent. to the
volume-weighted average Closing Price of 484 pence per Energy
Assets Share for the three month period ended 15 April 2016 (being
the last Business Day prior to the Original Announcement).
-- The consideration payable under the Improved Acquisition will
be funded through a mixture of equity financing provided by the
Alinda Funds and debt funding from bank facilities provided to the
BidCo Group. The Subscription Agreement, details of which are set
out in the Scheme Document, has been revised to reflect the further
consideration payable under the Improved Acquisition. Details of
the Facilities Agreement are set out in the Scheme Document.
Evercore, as financial adviser to Alinda and BidCo, is satisfied
that sufficient resources are available to BidCo to satisfy, in
full, the cash consideration payable to Energy Assets Shareholders
under the terms of the Improved Acquisition.
-- The following Energy Assets Shareholders, who had previously
announced on 11 May 2016 their intention to vote against the
Acquisition, have released themselves from certain restrictions
contained in the collaboration agreement they had entered into with
SF Metropolis Valuefund and have irrevocably undertaken to BidCo to
vote or procure votes in favour of the Scheme at the Court Meeting
and the resolution necessary to implement the Scheme to be proposed
at the General Meeting (or, in the event that the Acquisition is
implemented by a Takeover Offer, accept or procure acceptance of
that offer):
o Investmentaktiengesellschaft für langfristige Investoren TGV
in respect of 2,649,750 Energy Assets Shares, representing
approximately 9.5 per cent. of the existing issued share capital of
Energy Assets on 7 June 2016 (being the last Business Day prior to
the publication of this announcement);
o Oakcliff Capital Partners LP and Bryan R. Lawrence in respect
of 1,660,315 Energy Assets Shares, representing approximately 5.9
per cent. of the existing issued share capital of Energy Assets on
7 June 2016 (being the last Business Day prior to the publication
of this announcement); and
o Forest Manor N.V. in respect of 1,612,842 Energy Assets
Shares, representing approximately 5.8 per cent. of the existing
issued share capital of Energy Assets on 7 June 2016 (being the
last Business Day prior to the publication of this
announcement).
-- In addition, BidCo also confirms that it has received further
irrevocable undertakings to vote or procure votes in favour of the
Scheme at the Court Meeting and the resolution necessary to
implement the Scheme to be proposed at the General Meeting (or, in
the event that the Acquisition is implemented by a Takeover Offer,
accept or procure acceptance of that offer, subject to the
conditions set out in Appendix II) from:
o British Steel Pension Fund in respect of 1,423,333 Energy
Assets Shares, representing approximately 5.1 per cent. of the
existing issued share capital of Energy Assets on 7 June 2016
(being the last Business Day prior to the publication of this
announcement);
o Sand Grove Capital Management LLP ("Sand Grove"), which has
interests (as defined in the Code) in 1,049,000 Energy Assets
Shares pursuant to a derivative under which it may convert its
interest to become the legal and beneficial owner of 1,049,000
Energy Assets Shares (the "Relevant Shares") representing
approximately 3.7 per cent. of the existing issued share capital of
Energy Assets on 7 June 2016 (being the last Business Day prior to
the publication of this announcement), and which has given an
irrevocable undertaking such that if the current legal owner of the
Relevant Shares does not return the Forms of Proxy to vote in
favour of the Scheme at the Court Meeting and the resolution
necessary to implement the Scheme at the General Meeting by 3.00
p.m. British Standard Time on the seventh business day after the
date of this announcement, Sand Grove undertakes to exercise its
rights pursuant to the derivative to convert its interests pursuant
to the derivative into the Relevant Shares in Energy Assets as soon
as possible (and prior to the Voting Record Time) and vote in
favour of the Scheme at the Court Meeting and the resolution
necessary to implement the Scheme at the General Meeting;
o Maven Investment Partners Limited in respect of 910,873 Energy
Assets Shares, representing approximately 3.3 per cent. of the
existing issued share capital of Energy Assets on 7 June 2016
(being the last Business Day prior to the publication of this
announcement); and
o IPConcept (Luxemburg) S.A. on behalf of P&R Real Value in
respect of 461,970 Energy Assets Shares, representing approximately
1.6 per cent. of the existing issued share capital of Energy Assets
on 7 June 2016 (being the last Business Day prior to the
publication of this announcement).
-- Therefore, in aggregate, taking into account the irrevocable
undertakings described in the Scheme Document, all of which remain
binding, BidCo has now received undertakings to vote or procure
votes in favour of the Scheme at the Court Meeting and the
resolution necessary to implement the Scheme to be proposed at the
General Meeting (or, in the event that the Acquisition is
implemented by a Takeover Offer, accept or procure acceptance of
that offer, subject to the conditions set out in Appendix II) in
respect of 22,254,859 Energy Assets Shares, representing
approximately 79.5 per cent. of the existing issued share capital
of Energy Assets on 7 June 2016 (being the last Business Day prior
to the publication of this announcement).
-- The Scheme will be amended to reflect the terms of the
Improved Acquisition. A supplementary scheme document will be
posted to Energy Assets Shareholders shortly, subject to the
approval of the Court, setting out, inter alia, notices of the
reconvened Court Meeting and the reconvened General Meeting, a
revised timetable for the Scheme and full details of the voting
procedures Energy Assets Shareholders should follow (the
"Supplementary Circular").
-- Energy Assets Shareholders who have already submitted Forms
of Proxy for the Court Meeting and/or the General Meeting and who
do not wish to change their voting instructions will not need to
take any further action as their Forms of Proxy will continue to be
valid in respect of the reconvened Court Meeting and reconvened
General Meeting. Energy Assets Shareholders who have submitted
Forms of Proxy for the Court Meeting and / or the General Meeting
but who wish to change their voting instructions will be advised
how to do this in the Supplementary Circular.
-- Save as set out above and as will be set out in the
Supplementary Circular, the Improved Acquisition remains subject to
the terms and conditions set out in the original Scheme
Document.
-- The Energy Assets Directors, who have been so advised by
Numis as to the terms of the Improved Acquisition, consider the
terms of the Improved Acquisition to be fair and reasonable.
Consequently, the Energy Assets Directors recommend unanimously
that Energy Assets Shareholders vote in favour of the Improved
Acquisition either in person at the Court Meeting and General
Meeting once rescheduled or by lodging Forms of Proxy with the
Company's registrar by the relevant deadlines once rescheduled.
-- In addition to the documents which are already available for
inspection, as set out in the Original Announcement and the Scheme
Document, copies of the following documents will be made available
on Alinda's website at www.alinda.com and Energy Assets' website at
www.energyassets.co.uk by no later than 12:00 noon (London time) on
the Business Day following the date of this announcement:
o the further irrevocable undertakings referred to above,
further details of which are set out in Appendix II to this
announcement;
o the revised Subscription Agreement referred to above;
o the written consents provided by each of Numis and Evercore to
the publication of this announcement with the inclusion herein of
the references to their names in the form and context in which they
appear; and
o a side letter between BidCo, Euston Midco Limited and Lloyds
Bank plc in respect of the Facilities Agreement.
The contents of these websites is not incorporated into and does
not form part of this announcement.
Capitalised terms used but not defined in this announcement have
the meanings set out in the Scheme Document.
Appendix I contains sources and bases of certain information
contained in this announcement. Appendix II contains further
details of the further irrevocable undertakings received by
BidCo.
Enquiries
Alinda Capital Partners III Tel: +44 (0) 20 7101
Ltd 2500
Andrew Bishop
Evercore (Financial Adviser Tel: +44 (0) 20 7653
to Alinda and BidCo) 6000
Mark Connell
Ben Catt
Andrew Price
Energy Assets Group plc Tel: +44 (0) 1506
Philip Bellamy-Lee 405 405
John McMorrow
Numis (Rule 3 Financial Adviser Tel: +44 (0) 20 7260
to Energy Assets) 1000
Stuart Skinner
Stuart Ord
Charles Farquhar
Important notices
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting as financial adviser exclusively for
Alinda and BidCo and no one else in connection with the Improved
Acquisition and will not regard any other person as its client in
relation to the matters referred to in this announcement and will
not be responsible to anyone other than Alinda and BidCo for
providing the protections afforded to clients of Evercore, nor for
providing advice in relation to the matters referred to in this
announcement. Neither Evercore nor any of its subsidiaries,
branches or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Evercore in connection with this announcement, any
statement contained herein or otherwise.
Numis Securities Limited ("Numis"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting exclusively for Energy Assets and for no one else in
connection with the Improved Acquisition and will not regard any
other person as its client in relation to the matters referred to
in this announcement and will not be responsible to anyone other
than Energy Assets for providing the protections afforded to
clients of Numis, nor for providing advice in relation to the
matters referred to in this announcement. Neither Numis nor any of
its group undertakings (as such term is defined in section 1161 of
the Companies Act 2006) or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Numis in connection with this
announcement, any statement contained herein or otherwise.
This announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or an invitation to purchase or subscribe for any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Improved Acquisition or otherwise. The
Improved Acquisition will be made solely by means of the Scheme
Document (or, if applicable, a Takeover Offer) which will contain
the full terms and conditions of the Improved Acquisition,
including details of how to vote in respect of the Improved
Acquisition. Any decision in respect of, or other response to, the
Improved Acquisition should be made only on the basis of the
information contained in the Scheme Document (or, if applicable, a
Takeover Offer).
Overseas shareholders
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. The laws of certain
jurisdictions may affect the availability of the Improved
Acquisition to persons who are not resident in the United Kingdom.
Persons who are not resident in the United Kingdom, or who are
subject to laws of any jurisdiction other than the United Kingdom,
should inform themselves about, and observe, any applicable
requirements. Any person (including, without limitation, nominees,
trustees and custodians) who would, or otherwise intends to,
forward this announcement, the Scheme Document or any accompanying
document to any jurisdiction outside the United Kingdom should
refrain from doing so and seek appropriate professional advice
before taking any action. In particular, the ability of persons who
are not resident in the United Kingdom to vote their Energy Assets
Shares at the Court Meeting or the General Meeting or to execute
and deliver Forms of Proxy appointing another to vote their Energy
Assets Shares in respect of the Court Meeting or the General
Meeting on their behalf, may be affected by the laws of the
relevant jurisdiction in which they are located.
Any failure to comply with the applicable legal or regulatory
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Improved Acquisition disclaim any responsibility and liability
for the violation of such restrictions by any person.
Unless otherwise determined by BidCo or required by the Code,
and permitted by applicable law and regulation, the Improved
Acquisition will not be made, directly or indirectly, in or into or
by use of the mails or any other means or instrumentality
(including, without limitation, telephonic or electronic) of
interstate or foreign commerce of, or any facility of a national,
state or other securities exchange of, a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and no
person may vote in favour of the Improved Acquisition by any such
use, means, instrumentality or form within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Accordingly, copies
of this announcement and formal documentation relating to the
Improved Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded or distributed in, into
or from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and persons receiving this announcement
(including custodians, nominees and trustees) must not distribute
or send it into or from a Restricted Jurisdiction.
The Improved Acquisition relates to the shares of a UK company
and it is proposed to be made by means of a scheme of arrangement
provided for under the laws of England and Wales. The Scheme will
relate to the shares of a UK company that is a "foreign private
issuer" as defined under Rule 3b-4 under the US Securities Exchange
Act of 1934, as amended (the "Exchange Act"). A transaction
effected by means of a scheme of arrangement is not subject to the
proxy solicitation or tender offer rules under the Exchange Act.
Accordingly, the Improved Acquisition is subject to the disclosure
requirements and practices applicable in the UK to schemes of
arrangement, which differ from the disclosure requirements and
practices of US proxy solicitation and tender offer rules.
Financial information included in the relevant documentation will
have been prepared in accordance with accounting standards
applicable in the UK and may not be comparable to the financial
statements of US companies. However, if BidCo were to elect to
implement the Improved Acquisition by means of a Takeover Offer,
such Takeover Offer shall be made in compliance with all applicable
laws and regulations, including Section 14(e) of the Exchange Act
and Regulation 14E thereunder. Such Takeover Offer would be made in
the United States by BidCo and no one else. In addition to any such
Takeover Offer, BidCo, certain affiliated companies and the
nominees or brokers (acting as agents) may make certain purchases
of, or arrangements to purchase, shares in Energy Assets outside
such Takeover Offer during the period in which such Takeover Offer
would remain open for acceptance. If such purchases or arrangements
to purchase are made they would be made outside the United States
in compliance with applicable law, including the Exchange Act.
Forward looking statements
This announcement, the Original Announcement and the Scheme
Document contain statements with respect to Alinda, BidCo and
Energy Assets that are or may be forward looking statements. All
statements other than statements of historical facts included in
this announcement, the Announcement and the Scheme Document may be
forward looking statements. Forward looking statements often use
words such as "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "aim", "will", "may", "would",
"could" or "should" or other words of similar meaning or the
negative thereof. Forward looking statements include statements
relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial conditions, dividend policy, losses and
future prospects; (ii) business and management strategies and the
expansion and growth of the operations of the Energy Assets Group
and potential synergies resulting from the Improved Acquisition;
and (iii) the effects of government regulation on the business of
the Energy Assets Group.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of any such person, or
industry results, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are
based on numerous assumptions regarding the present and future
business strategies of such persons and the environment in which
each will operate in the future. You are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of the date hereof. All subsequent oral or written
forward-looking statements attributable to Alinda, BidCo or Energy
Assets or any persons acting on their behalf are expressly
qualified in their entirety by the cautionary statement above. None
of Alinda, BidCo or Energy Assets undertake any obligation to
update publicly or revise forward-looking or other statements
contained in this announcement, the Original Announcement or the
Scheme Document whether as a result of new information, future
events or otherwise, except to the extent legally required.
No profit forecasts or estimates
No statement in this announcement, the Original Announcement or
the Scheme Document is intended as a profit forecast or estimate
for any period and no statement in this announcement, the Original
Announcement or the Scheme Document should be interpreted to mean
that earnings or earnings per ordinary share for Energy Assets for
the current or future financial years would necessarily match or
exceed the historical published earnings or earnings per ordinary
share for Energy Assets.
Right to switch to a Takeover Offer
BidCo reserves the right to elect, with the consent of the
Panel, to implement the Improved Acquisition by way of a Takeover
Offer for the entire issued and to be issued share capital of
Energy Assets as an alternative to the Scheme. In such an event,
the Takeover Offer will be implemented on substantially the same
terms as those which would apply to the Scheme (subject to
appropriate amendments), so far as applicable.
Publication on website
A copy of this announcement together with the further
irrevocable undertakings described herein will be made available
(subject to certain restrictions relating to persons resident in
Restricted Jurisdictions) on Alinda's website at www.alinda.com and
Energy Assets' website at www.energyassets.co.uk by no later than
12 noon (London time) on 9 June 2016.
Neither the contents of these websites nor the content of any
other website accessible from hyperlinks on such websites is
incorporated into, or forms part of, this announcement.
Information relating to Energy Assets Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Energy Assets Shareholders, persons
with information rights and other relevant persons for the receipt
of communications from Energy Assets may be provided to BidCo
during the Offer Period as required under Section 4 of Appendix 4
of the Code to comply with Rule 2.12(c) of the Code.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An
Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in one per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
APPIX I
SOURCES OF INFORMATION AND BASES OF CALCULATION
1. The value placed by the Improved Acquisition on the existing
issued and to be issued share capital of Energy Assets is based on
28,964,155 Energy Assets Shares. The fully diluted issued share
capital of 28,964,155 Energy Assets Shares is calculated by
aggregating the issued share capital of 28,003,394 Energy Assets
Shares in issue as at the close of business on 7 June 2016 (being
the last Business Day prior to publication of this announcement)
and 960,761 Energy Assets Shares the subject of awards under the
Energy Assets Share Plans as further described in paragraphs 5 and
6 below.
2. The Closing Prices on 15 April 2016 are taken from the Daily Official List.
3. The volume weighted average prices for Energy Assets Shares
are derived from Bloomberg.
4. Unless otherwise stated, the financial information relating
to Energy Assets is extracted from the preliminary results of
Energy Assets for the financial year ended 31 March 2016, prepared
in accordance with IFRS.
5. The total number of Energy Assets Shares in respect of which
awards under Energy Assets Share Plans currently subsist is
1,111,542 (comprising 33,453 under the Energy Assets Long Term
Incentive (Approved Share Option) Plan, 903,269 under the non
approved Energy Assets Long Term Incentive Plan, 41,000 under the
Energy Assets Deferred Bonus Plan, 12,770 under the Energy Assets
IPO Award Plan, 59,688 under the Energy Assets Employee Retention
Award Plan and 61,362 under the Energy Assets Share Incentive
Plan). However, of this number: (1) 18,273 of the Energy Assets
Shares subject to options granted under the Energy Assets Long Term
Incentive (Approved Share Option) Plan will not become exercisable
and instead Energy Assets Shares will be delivered and will be
exercisable under an award granted on the same day as the original
option under the non-approved Energy Assets Long Term Incentive
Plan which is "linked" to the award granted under the Energy Assets
Long Term Incentive (Approved Share Option) Plan; and (2) 11,019 of
the Energy Assets Shares subject to options granted under the
non-approved Energy Assets Long Term Incentive Plan at an exercise
price of nil will not become exercisable and instead 15,180 Energy
Assets Shares will be delivered and will be exercisable under an
award granted at an exercise price of GBP1.98 per Energy Assets
Share on the same day as the option granted under the
Energy Assets Long Term Incentive (Approved Share Option) Plan
which is "linked" to the award granted under the non-approved
Energy Assets Long Term Incentive Plan. This means 1,082,250 shares
under award will be released as a result of the Improved
Acquisition.
6. Of the 1,082,250 shares under Energy Assets Share Plans which
are expected to become exercisable as a result of the Improved
Acquisition, it is anticipated that these will be satisfied as to
960,761 by the issue of new Energy Assets Shares, as to 61,362 by
the transfer of Energy Assets Shares already in issue and held by
the trustee of the Energy Assets Share Incentive Plan and as to
60,127 by the transfer of Energy Assets Shares already in issue and
held by the trustee of the Energy Assets Employee Benefit
Trust.
7. As described in the Directors' Remuneration Report included
in the Company's annual report and accounts for the year ended 31
March 2015, the Company operates an annual bonus arrangement for
certain senior employees, including the Executive Directors. In
respect of the financial year ended 31 March 2016 the participants
in that arrangement comprise the three Executive Directors and
seven other members of senior management. The bonuses are normally
paid in the form of cash and an award of shares. No share awards
will be made in respect of the financial year ended 31 March 2016
and instead (to the extent that the performance conditions have
been satisfied) the proportion of the bonus that would have been
made in shares will be paid in cash at the same time the share
award would have vested.
8. Certain figures included in this announcement have been
subject to rounding adjustments.
APPENDIX II
FURTHER IRREVOCABLE UNDERTAKINGS
In addition to the irrevocable undertakings referred to in the
Scheme Document, BidCo has received irrevocable undertakings from
the following holders or controllers of Energy Assets Shares to
vote in favour of the Scheme at the Court Meeting and the
resolution necessary to implement the Scheme at the General
Meeting:
Name of Energy Number of Ordinary Percentage of Energy
Assets Shareholder Shares in respect Assets issued share
giving undertaking of which undertaking capital
is given
------------------------------ ---------------------- ---------------------
Investmentaktiengesellschaft
für langfristige
Investoren TGV 2,649,750 9.5%
------------------------------ ---------------------- ---------------------
Oakcliff Capital
Partners LP and
Bryan R. Lawrence 1,660,315 5.9%
------------------------------ ---------------------- ---------------------
Forest Manor N.V. 1,612,842 5.8%
------------------------------ ---------------------- ---------------------
British Steel Pension
Fund 1,423,333 5.1%
------------------------------ ---------------------- ---------------------
Sand Grove Capital
Management LLP 1,049,000 3.7%
------------------------------ ---------------------- ---------------------
Maven Investment
Partners Limited 910,873 3.3%
------------------------------ ---------------------- ---------------------
IPConcept (Luxemburg)
S.A. on behalf
of P&R Real Value 461,970 1.6%
------------------------------ ---------------------- ---------------------
Total 9,768,083 34.9%
------------------------------ ---------------------- ---------------------
Therefore, in aggregate, taking into account the irrevocable
undertakings described in the Scheme Document, all of which remain
binding, BidCo has now received undertakings to vote or procure
votes in favour of the Scheme at the Court Meeting and the
resolution necessary to implement the Scheme to be proposed at the
General Meeting (or, in the event that the Acquisition is
implemented by a Takeover Offer, accept or procure acceptance of
that offer, subject to the conditions below) in respect of
22,254,859 Energy Assets Shares, representing approximately 79.5
per cent. of the existing issued share capital of Energy Assets on
7 June 2016 (being the last Business Day prior to the publication
of this announcement).
The irrevocable undertakings given by the Energy Assets
Shareholders listed above will cease to be binding in the event
that the Scheme (or Takeover Offer, as applicable) does not become
effective, is withdrawn or lapses in accordance with its terms.
The irrevocable undertakings given by the Energy Assets
Shareholders listed above will also lapse if a third party
announces a firm intention to make an offer under Rule 2.7 of the
Code for the entire issued and to be issued share capital of Energy
Assets under which the amount or value of the consideration offered
for each Energy Assets Share is not less than 7.5 per cent. greater
than the value per Energy Assets Share offered pursuant to the
Improved Acquisition, and BidCo has not within 7 days of the time
and date of making of the competing offer announced a revised offer
which exceeds the value of the competing offer.
The irrevocable undertakings given by Energy Assets Shareholders
prevent such Energy Assets Shareholders from selling all or any
part of their Energy Assets Shares.
Sand Grove Capital Management LLP ("Sand Grove"), which has
interests (as defined in the Code) in 1,049,000 Energy Assets
Shares pursuant to a derivative under which it may convert its
interest to become the legal and beneficial owner of 1,049,000
Energy Assets Shares (the "Relevant Shares") representing
approximately 3.7 per cent. of the existing issued share capital of
Energy Assets on 7 June 2016 (being the last Business Day prior to
the publication of this announcement), has given an irrevocable
undertaking such that if the current legal owner of the Relevant
Shares does not return the Forms of Proxy to vote in favour of the
Scheme at the Court Meeting and the resolution necessary to
implement the Scheme at the General Meeting by 3.00 p.m. British
Standard Time on the seventh business day after the date of this
announcement, Sand Grove undertakes to exercise its rights pursuant
to the derivative to convert its interests pursuant to the
derivative into the Relevant Shares in Energy Assets as soon as
possible (and prior to the Voting Record Time) and vote in favour
of the Scheme at the Court Meeting and the resolution necessary to
implement the Scheme at the General Meeting.
If the Improved Acquisition is effected by way of a contractual
offer, the irrevocable undertakings from each of British Steel
Pension Fund, Sand Grove and Maven Investment Partners Limited are
subject to such contractual offer having an acceptance condition of
50 per cent. of the voting rights attaching to the issued ordinary
share capital of Energy Assets plus one Energy Assets Share.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPFPMMTMBAMBBF
(END) Dow Jones Newswires
June 08, 2016 07:00 ET (11:00 GMT)
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