Infinis Energy plc Court Sanction of the Scheme of Arrangement (4431J)

TIDMINFI

RNS Number : 4431J

Infinis Energy plc

17 December 2015

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTIONS OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE 17 December 2015

Infinis Energy plc

Court Sanction of the Scheme of Arrangement

Recommended cash acquisition of Infinis Energy plc ("Infinis") by

Monterey Capital II S.à r.l. ("Monterey") by means of a scheme of arrangement under

Part 26 of the Companies Act 2006 (the "Scheme")

Scheme of arrangement sanctioned by the court

Infinis is pleased to announce that the Scheme was today sanctioned by the High Court of Justice of England and Wales.

It is expected that the Scheme will become effective later today, on 17 December 2015, when an office copy of the Court Order sanctioning the Scheme is delivered to the Registrar of Companies.

Dealings in Infinis Shares were suspended at 5:00 p.m. on 16 December, 2015. It is expected that Infinis Shares will be delisted with effect from 8:00 a.m. on 18 December 2015.

A further announcement will be made when the Scheme becomes effective. All references in this document to times are to London time unless otherwise stated.

Enquiries:

 
 Goldman Sachs International     Tel: [phone]   Infinis                         Tel: [phone] 
 (Sole Financial Adviser to                                   Ian Marchant 
 Terra Firma and Monterey)                                    Eric Machiels 
 Nimesh Khiroya 
 Alex Garner 
 Finsbury                        Tel: [phone]   Barclays                        Tel: [phone] 
 (PR Adviser to Terra Firma                                  (Joint Financial Adviser and 
 and Monterey)                                               Corporate Broker to Infinis) 
 Rollo Head                                                  Iain Smedley 
 Gordon Simpson                                              Mark Todd 
                                                             Nishant Amin 
                                                             Neal West (Corporate Broking) 
                                                             RBC Capital Markets             Tel: [phone] 
                                                             (Joint Financial Adviser and 
                                                             Corporate Broker to Infinis) 
                                                             Dai Clement 
                                                             Lorna Shearin 
                                                             Mark Rushton 
                                                             Jonathan Hardy (Corporate 
                                                             Broking) 
                                                             Brunswick                       Tel: [phone] 
                                                              (PR Adviser to Infinis) 
                                                              David Litterick 
                                                              Simon Maine 
 

Further information

This announcement is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the acquisition of the entire issued and to be issued share capital of Infinis by Monterey (other than Infinis ordinary shares already held by Monterey) to be implemented by way of the Scheme (the "Acquisition") or otherwise, nor shall there be any sale, issuance or transfer of securities of Infinis in any jurisdiction in contravention of applicable law.

The Acquisition is being made solely by means of the Scheme Document, which contains the full terms and conditions of the Acquisition.

Goldman Sachs International, which is authorised by the PRA and regulated by the FCA and the PRA, is acting exclusively for Terra Firma and Monterey and no one else in connection with the Acquisition and will not be responsible to anyone other than Terra Firma and Monterey for providing the protections afforded to clients of Goldman Sachs International nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for Infinis and no one else in connection with the Acquisition and will not be responsible to anyone other than Infinis for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Acquisition or any other matter referred to in this announcement.

RBC Europe Limited (trading as RBC Capital Markets), which is authorised by the PRA and regulated by the FCA and the PRA, is acting exclusively for Infinis and no one else in connection with the Acquisition and will not be responsible to anyone other than Infinis for providing the protections afforded to clients of RBC Europe Limited nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

Overseas jurisdictions

The availability of the Acquisition to Infinis Shareholders who are not resident in and citizens of the UK may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to overseas shareholders will be contained in the Scheme Document.

The release, publication or distribution of this announcement in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purposes of complying with English law, the rules of the London Stock Exchange and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England.

Copies of this announcement and formal documentation relating to the Scheme and the Acquisition will not be and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction.

US Holders should note that the Acquisition relates to the securities of a UK company, is subject to UK disclosure requirements (which are different from those of the US) and is proposed to be implemented under a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules under the US Exchange Act. Accordingly, the Scheme will be subject to UK disclosure requirements and practices, which are different from the disclosure requirements of the US tender offer rules. The financial information included the Scheme documentation in relation to Infinis has been or will have been prepared in accordance with generally accepted accounting principles of the UK and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. If Monterey exercises its right to implement the Acquisition by way of a takeover offer, such offer will be made in compliance with applicable US tender offer and securities laws and regulations.

The receipt of cash pursuant to the Acquisition by a US Holder as consideration for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Infinis Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.

It may be difficult for US Holders to enforce their rights and claims arising out of the US federal securities laws, since Monterey and Infinis are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US Holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

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December 17, 2015 07:55 ET (12:55 GMT)