ADES International Holding PLC Innovative Energy Holding Offer Closed (5380X)

TIDMADES

RNS Number : 5380X

ADES International Holding PLC

05 May 2021

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.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE, OR FORM PART OF, AN OFFER OR AN INVITATION TO PURCHASE, SUBSCRIBE FOR OR SELL ANY SECURITIES OR A SOLICITATION OF ANY OFFER TO PURCHASE, SUBSCRIBE FOR OR SELL ANY SECURITIES. THE OFFER REFERRED TO IN THIS ANNOUNCEMENT IS MADE SOLELY BY WAY OF THE OFFER DOCUMENT AND, WHERE APPROPRIATE, ANY RELATED FORM OF ACCEPTANCE WHICH TOGETHER CONTAIN THE FULL TERMS AND CONDITIONS OF THE OFFER.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE

5 May 2021

RECOMMENDED CASH OFFER FOR AND PROPOSED DELISTING OF

ADES International Holding plc

by

Innovative Energy Holding Ltd

a newly formed company jointly owned by

ADES Investments Holding Ltd, The Public Investment Fund of the Kingdom of Saudi Arabia and Zamil Group Investment Co.

Offer Closed

   1.          Introduction 

On 8 March 2021, the Independent Directors of ADES International Holding plc ("ADES International") and Innovative Energy Holding Ltd ("Innovative Energy") announced that they had reached agreement on the terms of a recommended cash offer to be made by Innovative Energy for the entire issued and to be issued ordinary share capital of ADES International not already owned or treated as owned by Innovative Energy and its associates for the purposes of the DIFC Companies Law (the "Offer").

On 11 March 2021, ADES International and Innovative Energy further announced the publication of the offer document containing the full terms and conditions of the Offer and procedures for its acceptance (the "Offer Document").

On 21 April 2021, it was further announced by the Independent Directors and Innovative Energy that the Acceptance Condition and all other Conditions relating to the Offer had been satisfied and, accordingly, the Offer was declared unconditional in all respects. It was also announced that the threshold for commencing the Compulsory Acquisition procedure under the DIFC Companies Law had been reached and that the process in relation to the delisting of the ADES Shares would commence.

THE OFFER IS NOT GOVERNED BY THE TERMS OF THE CITY CODE ON TAKEOVERS AND MERGERS OR THE DUBAI FINANCIAL SERVICES AUTHORITY TAKEOVER RULES.

Unless otherwise stated, words defined in the Offer Document have the same meanings in this announcement.

   2.          Offer closed 

As announced on 21 April 2021, the Closing Date of the Offer was extended such that it closed at 1:00 p.m. (London time) on 4 May 2021.

Innovative Energy hereby confirms that the Offer has now closed and is therefore no longer capable of acceptance.

   3.          Compulsory acquisition 

Further to the announcement on 21 April 2021 that Innovative Energy intended to exercise its rights pursuant to Article 98 of the DIFC Companies Law to acquire compulsorily the remaining ADES Shares in respect of which it had not received acceptances of the Offer on the same terms as the Offer, Innovative Energy hereby confirms that notice has now been given to those ADES Shareholders who had not by the date of such notice accepted the Offer informing them of the compulsory acquisition of their ADES Shares by Innovative Energy.

Accordingly, those ADES Shareholders who did not validly accept the Offer prior to at 1:00 p.m. (London time) on 4 May 2021 will have their ADES Shares compulsorily acquired by Innovative Energy on or shortly after 2 June 2021.

Enquiries

 
 ADES International                         Tel: [phone] (Ext. 
                                             350) 
  Hussein Badawy 
 
 Innovative Energy                          Tel: [phone] (Ext. 
                                             400) 
  Legal Department 
 
 EFG Hermes (financial adviser              Tel: [phone] 
  to ADES Investments and Innovative 
  Energy ) 
  Mohamed Fahmi 
  Mohamed Abou Samra 
  Nour Fahmy 
 
 Moelis & Company (financial                Tel: [phone] 
  adviser to the Public Investment 
  Fund) 
  Rami Touma 
  Liam Beere 
  Wouter Leemhuis 
  Amit Kumar 
  Andrew Coates 
 
 Investec Bank plc (joint corporate         Tel: [phone] 
  broker to ADES International) 
  Chris Sim 
 
 Canaccord Genuity Limited (joint           Tel: [phone] 
  corporate broker to ADES International) 
  Henry Fitzgerald-O'Connor 
  James Asensio 
 

ADES International LEI Number: 213800WADXE5U3ZY1K46

Important Notice

This announcement is for information purposes only and 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 Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of ADES International in any jurisdiction in contravention of applicable law.

EFG Hermes, which is authorised regulated by the Dubai Financial Services Authority in the Dubai International Financial Centre, is acting as financial adviser exclusively for ADES Investments and Innovative Energy 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 set out in this announcement and will not be responsible to anyone other than ADES Investments and Innovative Energy for providing the protections afforded to clients of EFG Hermes or its affiliates, nor for providing advice in relation to the contents of this announcement or any other matter referred to herein. Neither EFG Hermes 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 EFG Hermes in connection with this announcement, any statement contained herein or otherwise.

Moelis & Company, which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser exclusively for the Public Investment Fund 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 set out in this announcement and will not be responsible to anyone other than the Public Investment Fund for providing the protections afforded to clients of Moelis & Company, nor for providing advice in relation to the contents of this announcement or any other matter referred to herein. Neither Moelis & Company 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 Moelis & Company in connection with this announcement, any statement contained herein or otherwise.

Investec, which is authorised in the United Kingdom by the Prudential Regulation Authority ("PRA") and regulated by the FCA and the PRA, and Canaccord, which is authorised and regulated in the United Kingdom by the FCA, are acting as joint corporate brokers for ADES International and no one else and will not regard any other person as their client in relation to the matters set out in this announcement and will not be responsible to anyone other than ADES International for providing the protections afforded to their respective clients. Neither Investec, Canaccord nor any of their respective subsidiaries, branches or affiliates owe or accept any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person in connection with this announcement, any statement contained herein or otherwise.

No profit forecasts or estimates

Nothing in this announcement is intended or shall be deemed to be a forecast, projection or estimate of the future financial performance of Innovative Energy or ADES International and no statement in this announcement should be interpreted to mean that earnings or earnings per share of Innovative Energy or ADES International (where relevant) for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Innovative Energy or ADES International, as appropriate.

Publication on website

A copy of this announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on ADES International's website at http://investors.adihgroup.com/en/disclaimer as soon as practicable following the date of this announcement. For the avoidance of doubt, the content of the website is not incorporated into and does not form part of this announcement.

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May 05, 2021 02:00 ET (06:00 GMT)