TIDMIBPO
RNS Number : 6955O
iEnergizer Limited
13 June 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE A FIRM INTENTION TO MAKE
AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT
ANY FIRM OFFER WILL BE MADE NOR AS TO THE TERMS ON WHICH ANY OFFER
MIGHT BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
13 June, 2022
Strategic Review and Commencement of Formal Sale Process
Further to the announcement made on 9 June 2022, stating that
iEnergizer Ltd. ("iEnergizer" or the "Company") is undertaking a
review of strategic options available to the Company in order to
maximise value for all existing shareholders, the Board has
concluded that it would be appropriate to investigate the sale of
the Company and is therefore launching a formal sale process.
The Board intends to review potential buyers who will respect
the unique heritage and culture of the business, its commitment to
customers and employees, and enable the Company to continue to
prosper in the long-term whilst maximising value for all
stakeholders.
Since its foundation in 2000, and more recently since its IPO in
2010, the Company has grown into one of the world's leading
Business Process Outsourcing solutions and content services
providers. The Company is a publishing and technology leader, which
is set to benefit from the dual disruptive waves of big data and
the cloud in the digital age.
With its expertise and cutting-edge technology, iEnergizer is
uniquely positioned to facilitate the transformation to a digital
world and support clients in this transition. With a marquee client
base, established track record of execution, new sales initiatives,
differentiated offerings in high growth verticals, continued
investments in technology platform, and the substantial
opportunities identified, the Company is well-set on its growth
path as a unique, end-to-end digital solution enabler.
Barclays, J.P. Morgan Cazenove and Arden Partners are acting as
joint financial advisers to the Company in relation to the sale
process.
Formal sale process
The Takeover Panel has agreed that any discussions with a third
party will take place within the context of a "formal sale process"
as defined in The Takeover Code (the "Code") in order to enable
conversations with parties interested in making such a proposal to
take place on a confidential basis. Parties with a potential
interest in making an offer for iEnergizer should contact Barclays
and J.P. Morgan Cazenove (contact details as set out below).
Any interested party will be required to enter into a
non-disclosure and standstill agreement with the Company on terms
satisfactory to the Board and on the same terms, in all material
respects, as any other interested parties, before being permitted
to participate in the process. The Board reserves the right to
reject any approach or terminate discussions with any interested
party or participant at any time.
The Board reserves the right to alter any aspect of the process
or to terminate it at any time and will make further announcements
as appropriate. There can be no certainty that any offer will be
made for the Company, or even proposed, or as to the terms of any
proposal or offer that may be made.
The Takeover Panel has granted a dispensation from the
requirements of Rules 2.4(b) and 2.6(a) of the Code such that any
interested party participating in the formal sale process will not
be required to be publicly identified (subject to note 3 to Rule
2.2 of the Code) and will not be subject to the 28-day deadline
referred to in Rule 2.6(a), for so long as it is participating in
the formal sale process.
Further to the announcement made on 9 June 2022, iEnergizer
confirms BPEA Advisors Private Limited ("BPEA") will participate in
the formal sale process. As such, BPEA is no longer required under
Rule 2.6(a) of the Code to announce, by no later than 5.00 p.m. on
7 July 2022, either a firm intention to make an offer for
iEnergizer in accordance with Rule 2.7 of the Code or that it does
not intend to make an offer.
Further announcements will be made when appropriate.
Contact details:
iEnergizer Ltd. Tel: +44 (0) 1481 242
233
Chris de Putron
--------------------------------------
Mark De La Rue
--------------------------------------
Barclays (Joint Financial Adviser) Tel: +44 (0)20 7623 2323
Omar Faruqui
-----------------------------------------
Aamir Khan
-----------------------------------------
Ashish Jhaveri
Ed Wehle
-----------------------------------------
J.P. Morgan Cazenove (Joint Financial Tel: +44 (0) 20 7742
Adviser) 4000
-----------------------------------------
James Robinson
-----------------------------------------
Ravi Shankar
-----------------------------------------
Nitin Maheshwari
Sanhan Nasser
-----------------------------------------
Arden Partners Plc (Joint Financial Tel: +44 (0) 20 7614
Adviser) 5900
-----------------------------------------
Antonio Bossi
-----------------------------------------
James Reed-Daunter
-----------------------------------------
Strand Hanson Limited (Nominated Adviser) Tel: +44 (0) 20 7409
3494
-----------------------------------------
James Dance
-----------------------------------------
James Bellman
-----------------------------------------
FTI Consulting (Communications Adviser) Tel: +44 (0) 20 3727
1000
-----------------------------------------
Alex Beagley
-----------------------------------------
Eleanor Purdon
-----------------------------------------
Disclaimer
Barclays Bank PLC, acting through its Investment Bank
("Barclays"), which is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the Financial
Conduct Authority and the Prudential Regulation Authority, is
acting as financial adviser exclusively for iEnergizer and no one
else in connection with the matters described in this announcement
and will not be responsible to anyone other than iEnergizer for
providing the protections afforded to clients of Barclays nor for
providing advice in relation to the matters described in this
announcement or any other matter referred to in this
announcement.
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"),
is authorised in the United Kingdom by the Prudential Regulation
Authority (the "PRA") and regulated in the United Kingdom by the
PRA and the Financial Conduct Authority. J.P. Morgan Cazenove is
acting as financial adviser exclusively for iEnergizer and no one
else in connection with the matters set out in this announcement
and will not regard any other person as its client in relation to
the matters in this announcement and will not be responsible to
anyone other than iEnergizer for providing the protections afforded
to clients of J.P. Morgan Cazenove or its affiliates, nor for
providing advice in relation to any matter referred to herein.
Arden Partners plc ("Arden"), which is authorised and regulated
by the Financial Conduct Authority and is a member of the London
Stock Exchange, is acting as financial adviser to iEnergizer and no
one else in connection with matters described in this announcement
and will not regard any other person (whether or not a recipient of
this document or any other information) as its customer in relation
to matters described in this announcement and accordingly will not
be responsible to any other person for providing protections
afforded to its customers or advising any such other person on the
matters described in this announcement or matters referred to
herein.
Rule 26.1 Disclosure
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available at www. iEnergizer .com, by no later
than 12 noon (London time) on 14 June 2022. The content of the
website referred to in this announcement is not incorporated into
and does not form part of this announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any 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) of the Code 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 1% 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 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b)
of the Code 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 of the Code.
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 of
the Code).
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 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.
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END
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