Alinda Capital Partners Ltd(Cayman) Improved Recommended Offer for Energy Assets Group (6128A)

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: [phone] 
  Ltd                               2500 
  Andrew Bishop 
 Evercore (Financial Adviser       Tel: [phone] 
  to Alinda and BidCo)              6000 
  Mark Connell 
  Ben Catt 
  Andrew Price 
 Energy Assets Group plc           Tel: [phone] 
  Philip Bellamy-Lee                405 405 
  John McMorrow 
 Numis (Rule 3 Financial Adviser   Tel: [phone] 
  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 [phone] 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

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June 08, 2016 07:00 ET (11:00 GMT)