TIDMEAS
RNS Number : 9853C
Energy Assets Group plc
01 July 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.
FOR IMMEDIATE RELEASE
IMPROVED RECOMMED CASH ACQUISITION
OF
Energy Assets Group plc ("Energy Assets" or the "Company")
BY
Euston BidCo Limited ("BidCo")
an entity indirectly owned by investment funds controlled and
managed by Alinda Capital Partners III Ltd ("Alinda")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act
COURT SANCTION OF THE SCHEME OF ARRANGEMENT
1 July 2016
In connection with the improved recommended cash acquisition by
BidCo of the entire issued and to be issued share capital of Energy
Assets (the "Improved Acquisition") to be effected by way of a
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme"), Energy Assets is pleased to announce that the High Court
of Justice in England and Wales has, today, made an order
sanctioning the Scheme.
It is expected that trading in Energy Assets Shares on the
London Stock Exchange's main market for listed securities will be
suspended with effect from 5:00 p.m. (UK time) on 4 July 2016.
Next Steps
It is expected that the Scheme will become Effective on 5 July
2016, and that the delisting of Energy Assets Shares from the
Official List and the cancellation of admission to trading of
Energy Assets Shares on the London Stock Exchange will take place
on 6 July 2016.
Timetable
The expected timetable of principal events in relation to the
implementation of the Scheme is set out in the supplementary
circular posted to Energy Assets Shareholders on 10 June 2016 (the
"Supplementary Circular"). The dates set out in the Supplementary
Circular are indicative only and may be subject to further change.
If any of the key dates set out in the expected timetable change,
Energy Assets will give notice of this change by issuing an
announcement via a Regulatory Information Service and posting
notice of the change(s) to Energy Assets Shareholders. Such
announcement will be made available on Energy Assets' website at
www.energyassets.co.uk and on Alinda's website at www.alinda.com
respectively.
Other
All references to time in this announcement are to UK time.
Capitalised terms used but not defined in this announcement
shall have the meanings given to them in the scheme document dated
26 April 2016 and the Supplementary Circular, each of which were
sent to Energy Assets Shareholders and made available on Energy
Assets' website at www.energyassets.co.uk.
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, as amended by the Supplementary Circular (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, as amended by the Supplementary Circular (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 Original Announcement, the Scheme
Document, the announcement of 8 June 2016 in relation to the
Improved Acquisition (the "Improved Offer Announcement"), the
announcements of 10 June 2016 in relation to the posting of the
Supplementary Circular (the "Supplementary Circular Announcement"),
the Supplementary Circular 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, the Scheme
Document, the Improved Offer Announcement, the Supplementary
Circular Announcement and the Supplementary Circular 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
Original Announcement, the Scheme Document, the Improved Offer
Announcement, the Supplementary Circular Announcement and the
Supplementary Circular 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, the
Scheme Document, the Improved Offer Announcement, the Supplementary
Circular Announcement or the Supplementary Circular 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,
the Scheme Document, the Improved Offer Announcement, the
Supplementary Circular Announcement or the Supplementary Circular
is intended as a profit forecast or estimate for any period and no
statement in this announcement, the Original Announcement, the
Scheme Document, the Improved Offer Announcement, the Supplementary
Circular Announcement or the Supplementary Circular 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 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 4 July 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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July 01, 2016 06:05 ET (10:05 GMT)
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