Results of Court Meeting and EGM (6659N)

TIDMIEL

RNS Number : 6659N

Indian Energy Limited

05 September 2011

THIS ANNOUNCEMENT IS 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 THAT JURISDICTION

5 September 2011

Indian Energy Limited ("IEL" or the "Company")

Results of Court Meeting and EGM held on 5 September 2011

On 21 July 2011, Indian Energy Limited announced that it had reached agreement on the terms of a recommended share offer by Infrastructure India plc for the entire issued and to be issued ordinary share capital of the Company. The Offer is being implemented by way of a scheme of arrangement under Part VIII of the Guernsey Companies Law (the "Scheme").

On 10 August 2011, a circular (the "Scheme Document") was sent to IEL Shareholders containing, amongst other things, the terms of the Scheme, notices convening the requisite shareholder meetings (the Court Meeting and the EGM) and the details of the actions to be taken by IEL Shareholders.

Court Meeting

The Company is pleased to announce that, at the Court Meeting held earlier today to approve the proposed Scheme, the Scheme Resolution was passed by the requisite majorities. The full text of the Scheme Resolution is contained in the Notice of Court Meeting set out in Part 9 of the Scheme Document, which is available on the Company's website at www.indian-energy.com.

The total number of votes validly cast in respect of the Scheme Resolution is set out below:

 
                                                                    % of total 
            No. of holders   No. of ordinary   % of ordinary   issued ordinary 
                    voting      shares voted    shares voted            shares 
 
 For                    23        12,294,168            92.4              48.2 
 
 Against                 3         1,015,596             7.6               4.0 
---------  ---------------  ----------------  --------------  ---------------- 
 
 Total                  26        13,309,764             100              52.2 
 

EGM

In addition, at the EGM, held earlier today immediately after the Court Meeting, IEL Shareholders passed the Utilico Resolution proposed at that meeting by the requisite majority on a poll. The full text of the Utilico Resolution is contained in the Notice of Extraordinary General Meeting set out in Part 10 of the Scheme Document, which is available on the Company's website at www.indian-energy.com.

The total number of those votes validly cast in respect of the Utilico Resolution is set out in the table below:

 
                                                                    % of total 
                    No. of                                            eligible 
                  eligible                      % of eligible           issued 
                   holders   No. of ordinary         ordinary         ordinary 
                    voting      shares voted     shares voted           shares 
 
 For                    21         7,020,676             87.4             34.6 
 
 Against                 3         1,015,596             12.6              5.0 
---------  ---------------  ----------------  ---------------  --------------- 
 
 Total                  24         8,036,272              100             39.6 
 

Completion of the Scheme remains subject, amongst other things, to the sanction of the Royal Court of Guernsey, the hearing in respect of which is expected to take place on 20 September 2011. Further details of the expected timetable of principal events are set out below:

 
 Monday, 19 September 2011            Last day of dealings in, and for 
                                       registration of transfers of, IEL 
                                       Shares 
 
 6.00 p.m. on Monday, 19 September    Scheme Record Time 
  2011 
 
 9.30 a.m. on Tuesday, 20 September   Court Hearing (to sanction the 
  2011                                 Scheme) 
 
 Wednesday, 21 September 2011         Effective Date of the Scheme 
 
 8.00 am on Wednesday 21 September    Cancellation of trading of IEL 
  2011                                 Shares on AIM 
 
 8.00 am on Wednesday 21 September    Admission of New IIP Shares to 
  2011                                 trading on AIM 
 
 Wednesday 21 September 2011          CREST accounts credited with New 
                                       IIP Shares in uncertificated form 
 
 No later than 14 days after the      Latest date for dispatch of New 
  Effective Date                       IIP Shares in certificated form 
 

Unless otherwise stated, all references to times in this announcement are to London time. The times and dates given are based on the Directors' current expectations and may be subject to change. These times and dates are indicative only and will depend, amongst other things, on the date on which the Guernsey Court sanctions the Scheme. If the scheduled date of the Court Hearing is changed, IEL will give adequate notice of the change by issuing an appropriate announcement -. Any changes to other times or dates indicated above may, in IEL's discretion, be notified in the same manner. All IEL Shareholders have the right to attend the Court Hearing.

Notes:

(1) For further details of the date and location of the Court Hearing, IEL Shareholders may consult IEL's website at www.indian-energy.com.

(2) Capitalised terms not otherwise defined in this announcement have the meanings given to them in the Scheme Document.

Enquiries:

 
Indian Energy Limited                            Tel: [phone] 
                                                  3640 
Rupert Strachwitz 
 
Arden Partners Plc (Financial adviser, broker    Tel: [phone] 
 and Nomad to IEL)                                5917 
Chris Hardie / Jamie Cameron 
 
Pelham Bell Pottinger (Public Relations to IEL)  Tel: [phone] 
                                                  3232 
Clare Gilbey 
 
 

Arden Partners, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for IEL and no one else in connection with the Proposal and will not be responsible to anyone other than IEL for providing the protections afforded to customers of Arden Partners nor for providing advice in relation to the Proposal, the contents of this announcement, or any transaction or arrangement referenced in this announcement.

DEALING DISCLOSURE REQUIREMENTS

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 paper 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 paper 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 paper 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 p.m. (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 paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper 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 paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper offeror, 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 p.m. (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 paper 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 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

PUBLICATION ON WEBSITE

A copy of this announcement will be made available on both IEL's and IIP's websites at www.indian-energy.com and www.iiplc.com respectively, as soon as possible.

For the avoidance of doubt, the content of the websites referred to above is not incorporated into and does not form part of this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

END

MSCEAKNSEAPFEFF