Energy Assets Group plc Court Sanction of the Scheme of Arrangements (9853C)

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: [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, 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 [phone] 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)