Share Name Share Symbol Market Type Share ISIN Share Description
Indian Energy LSE:IEL London Ordinary Share GG00B3M8H783 ORD 1P
  Price Change % Change Share Price Shares Traded Last Trade
  +0.00p +0.00% 24.50p 0 06:30:09
Bid Price Offer Price High Price Low Price Open Price
0.00p 0.00p - - -
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Electricity 3.4 -3.2 11.0 2.2 6.25

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18/1/201221:10Indian Energy(IEL)698

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oliversanvil: 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 21 July 2011 SPOT ON HT. Recommended share offer for Indian Energy Limited ("IEL") by Infrastructure India plc ("IIP") The Boards of IEL and IIP announce that they have reached agreement on the terms of a recommended share offer by IIP for the entire issued and to be issued ordinary share capital of IEL. It is intended that the Offer be implemented by way of a scheme of arrangement under Part VIII of the Guernsey Companies Law. Summary · The Offer will be made on the basis that, upon the Scheme becoming effective, IEL Shareholders will receive 100 IIP Shares for every 259 IEL Shares. No fractions of New IIP Shares will be allotted. · The Offer values the whole of the currently issued and to be issued share capital of IEL at approximately £7.9 million. · The Offer is based upon a value of 31 pence per IEL Share, which: (i) represents a premium for IEL Shareholders of 50.5 per cent. based upon the average Closing Price of an IEL Share for the five Dealing Days immediately prior to the commencement of the Offer Period of 20.6 pence per IEL Share; and (ii) represents a premium for IEL Shareholders of 21.6 per cent. based upon the Closing Price of IEL on 20 July 2011, being the last Dealing Day prior to the publication of this announcement, of 25.5 pence per IEL Share. The Closing Price of an IIP Share on 20 July 2011, being the last Dealing Day prior to this announcement, was 80.38 pence per IIP Share. The IEL Directors, who have been so advised by Arden Partners, consider the terms of the Proposal to be fair and reasonable. In providing advice to the IEL Directors, Arden Partners has taken into account their commercial assessments. The IEL Directors intend to recommend unanimously that IEL Shareholders vote in favour of both the Scheme Resolution to be proposed at the Court Meeting and the Utilico Resolution to be proposed at the EGM, as they have irrevocably undertaken (without the scope for this obligation to fall away in the face of a competing offer) to do in respect of, in aggregate, 1,742,519 IEL Shares in which they are interested, representing approximately 6.83 per cent. of the existing issued share capital of IEL. · IIP has also received an irrevocable undertaking from Utilico to vote in favour of the Scheme Resolution to be proposed at the Court Meeting in respect of 5,197,792IEL Shares, representing approximately 20.38 per cent. of the existing issued share capital of IEL. Utilico will not vote on the Utilico Resolution as a result of its interest in the Utilico Loan Conversion. · Accordingly, in total, IIP has received irrevocable undertakings to vote in favour of the Scheme Resolution in respect of 6,940,311 IEL Shares representing approximately 27.21 per cent. of the existing issued share capital of IEL. Commenting on the Proposal, John Wallinger, Chairman of IEL, said: "We are delighted with the announcement of the Offer today, which is the result of an intensive process undertaken by IEL to secure the future of the business and deliver the best value for shareholders. The Offer will give Indian Energy's shareholders an interest in a larger, more diversified portfolio in the fast growing Indian infrastructure segment through IIP. We believe that this Offer will result in a significantly enhanced offering for our shareholders and an opportunity to strengthen the business through the scale, reputation and resources of IIP." Commenting on the Proposal, Tom Tribone, Chairman of IIP, said: "We are pleased to be acquiring IEL as it increases our exposure to the rapidly growing Indian renewable energy market. IEL has built a strong portfolio of assets together with a solid operational platform from which to leverage. We look forward to working with IEL's accomplished team and providing the necessary support to realise the full potential of the IEL business." The Offer will be implemented by way of a scheme of arrangement under Part VIII of the Guernsey Companies Law and, in order to approve the terms of the Offer, IEL Shareholders will need to vote in favour of the Scheme Resolution to be proposed at the Court Meeting. At the Court Meeting, the approval of a majority in number of those IEL Shareholders voting (in person or by proxy), representing at least 75 per cent. in value of the IEL Shares in respect of which votes are cast (either in person or by proxy) will be required. Once the necessary approval has been obtained, the Scheme will become effective upon sanction by the Court of the Scheme and satisfaction (or waiver, where possible) of the Conditions. It is a condition of the Offer that IEL Shareholders, other than Utilico vote by a simple majority in favour of the Utilico Resolution to be proposed at the EGM (either in person or by proxy). If it is not passed, then the Offer will, with the consent of the Panel, lapse and the Scheme will not proceed. An indicative timetable of principal events is set out below. Please note that these dates are indicative only and will depend, among other things, on the date upon which the Court hears the application to convene the Court Meeting and the date on which the Court sanctions the Scheme. Event Time and/or date First Court hearing (to convene Court Meeting) 9 August 2011 Scheme Document sent to IEL Shareholders by 12 August 2011 Court Meeting and EGM 2 September 2011 Suspension of trading of IEL Shares on AIM 7.00 a.m. on 20 September 2011 Second Court hearing (to sanction the Scheme) 20 September 2011 Admission of New IIP Shares to trading on AIM and cancellation of trading of IEL Shares on AIM 8.00 a.m. on 21 September 2011 Fairfax is acting as financial adviser to IIP and Arden Partners is acting as financial adviser to IEL. This summary should be read in conjunction with the accompanying full text of the announcement which sets out further details of the Proposal and which forms an integral part of this announcement. The Offer will be subject to the Conditions set out in Appendix A. Appendix B contains details of the bases and sources of certain information used in this summary and the following announcement. Appendix C contains details of irrevocable commitments obtained by IIP. Appendix D contains definitions of certain expressions used in this summary and the following announcement. In accordance with Rule 19.11 of the Code, a copy of this announcement will be published on the following websites: and 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. Enquiries: Indian Energy Limited Tel: +44 20 3411 3640 Rupert Strachwitz Arden Partners Plc (Financial adviser, broker and Nomad to IEL) Tel: +44 20 7614 5917 Chris Hardie / Jamie Cameron Pelham Bell Pottinger (Public Relations to IEL) Tel: +44 20 7861 3232 Clare Gilbey Infrastructure India plc Tel: via Redleaf Polhill Sonny Lulla Fairfax I.S. PLC (Financial Adviser to IIP) Tel: +44 20 7598 5368 Simon Stevens Smith & Williamson Corporate Finance Limited (Nomad and joint broker to IIP) Tel: +44 20 7131 4000 Azhic Basirov / Siobhan Sergeant Westhouse Securities Limited (Joint Broker to IIP) Tel: +44 20 7601 6100 Alastair Moreton / Hannah Young Redleaf Polhill (Public Relations to IIP) Tel: +44 20 7566 6720 Samantha Robbins / Luis Mackness Fairfax, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for IIP and no one else in connection with the Proposal and will not be responsible to anyone other than IIP for providing the protections afforded to clients of Fairfax nor for providing advice in relation to the Proposal, the contents of this announcement, or any transaction or arrange
showmethehoney: Interesting reads ht. What delay though? "We want to see a deal concluded in a relatively short period of time," Chief Executive Officer Rupert J. Strachwitz, co-founder of the company and former financier at Dresdner Kleinwort's private equity division, said in a telephone interview late yesterday. "We're talking weeks, not months." The Board of IEL wishes to update the market following the announcement of 1 April 2011. As stated in the Pre-Close Statement, the Company has received a number of approaches and has been actively pursuing these. The Board is pleased to announce that it has now entered in to a period of exclusivity with one party which may or may not lead to an offer for the Company. If an offer is made, it is likely to be at a premium to the current share price. IMO htrocka we are still in weeks until the end of this month! IF an offer is made! Results due this month too. Im keeping a close eye on this and looking to buy this month.
htrocka: WIND has a M/Cap of £46.13m (which includes £7m cash) producing 46.13M/W IEL have a M/Cap of £6m (which includes £15m of debt...but includes running expenses for twelve months) producing 41.3M/ my reckoning ...IEL`s M/Cap should be closer to £20m. .....which is closer to the share price initially paid by UTILICO. Utilico hold the `trump cards`...there`s no way they`re going to take a `hair cut` on this one .It would be more beneficial to Utilico to increase the loan in exchange for a larger holding.....then go for the original plan of 300M/Ws...and the end game.... sell it off for £300m about five years down the line...`Simples`(my opinion only)
htrocka: Utilico, as the major shareholders in WIND (renamed from `Renewable Energy) rejected a 67p approach while the share price was trading at 44p...the graph below reflects the response. You must remember that IEL are fortunate to have Utilico as the major this will undoubtdely ensure that they too will want enhanced value from their investment....and who themselves have responsibilities to their shareholders. As you correctly state...this bid may or may not go through, but what is certain is that what ever the outcome...Utilico will insist that it`s in their favour...which means it will be in our favour. (the offer was rejected on the 28th of Jan 2011.)
htrocka: from the website.. `15 Jul 2011 Estimated date of announcement of preliminary results` RNS Number : 5046H Indian Energy Limited 31 May 2011 Indian Energy Limited ("Indian Energy" or the "Company") Update on Corporate Activity The Board of IEL wishes to update the market following the announcement of 1 April 2011. As stated in the Pre-Close Statement, the Company has received a number of approaches and has been actively pursuing these. The Board is pleased to announce that it has now entered in to a period of exclusivity with one party which may or may not lead to an offer for the Company. If an offer is made, it is likely to be at a premium to the current share price. Enquiries I`m disapointed that some posters on this board have not read my previous posts...yet are quick to `fire from the hip`...There`s no mention of `4 weeks`....and Exclusivity Periods are usually contracted for 60 days...that means we`re not half way ...yet.(wake up)....and try and focus on the final sentence of the rns.....ask yourself...was there any need to make such a comment....that this will be settled `at a premium` to 28p (the price at the time the rns was issued)
htrocka: Take a look at the major sharholder in this list. A smilar scenario to IEL ( and shareholding) whereby they had the final say as to the outcome of a takeover. They rejected the offer...look in late January...see how this was reflected in the share price It`s comforting to know that UTILICO have an agenda that revolves around the sharevalue.. and the entry point and shareholding to WIND must have been at a much higher level(as in th IEL scenario)...which was, at the time of the approach, trading at 44p....and they turned down being `undervalued`
htrocka: The last rns stated `an exclusivity agreement`....this must be in additional to the one entered at the beginning of the year....which, when completed, the CEO suggested that an offer may be in the offing.....this was then followed by `further approaches`,...from `a number of parties` culminating in yet another `Exclusivity` period..I`m curious to know if these `Exclusivity` deals work both that IEL are obviously aware of the intended offer price of the first applicants....would this info be passed onto the second enquirers?. I can only conclude that the second applicants must be aware of what`s `on the table` prior to application...otherwise there would be no point in pursuing a further `Exclusivity` period. If the second applicants are successful...then we have a `premium`...not only to the `current share price`...but to the original applicants price also. With JULY 15th on the horizon...and the issue of results for the last period..we`ll all soon know the score. The `Exclusivity` case studies I`ve researched have generally been of contractual 60day periods and do not preclude the companies from functioning from the normal day to day business... The latest/current one conveniently taking us to the end of June. I thought I`d post a sample of the implication surrounding `Excusivity` periods. ps...showmethemoney.....a good post.
htrocka: o/t I`m currently into IRV,who are proposing to take over `Mouchel`..a peer and is concidered by various analysts to be a good deal for both. Yet IRV are prepared to pay in execces of £173m (MCHL`s current m/cap equal to £1.54p a share) for a company that has £310m of debt with a NAV of just 39p.(25% of it`s share price) While IEL`s M/Cap debt Ratio is about the same however has a 53P NAV equal to 160% of it`s share price....which tells a story, in that a company wishing to expand via a peer/competitior aquisition takes into concideration more than mere intrinsic fundamental values reflected as the price for increased market share...In the State of Karnataka for instance, many companies produce a combined output of 1500M.W...and Suzlon, who also produces turbines, is one of them,,, a quote from the IEL website `They have excellent relationships with the three largest wind turbine manufacturers in India`.
htrocka: Solar,,,in this game, anything could happen...the `acquirer`..may have a large `buy` option open...hence the non movement in the share price...but this would be a difficult route to take, as the `free float` is not big enough to force an issue..however an EGM and an increase in share alloction could be the next route should they entertain their prefered option of seeking a partner....hence the emphasis on mentioning the NAV in the final results .( On the face of sounds to me that they will probably end up increaseing the Company Share allocation to say 50m...and offer the extra allocation to the new controling partner at 53p each...or higher.)(Negotiators went down this route with GRL, who bought in at a 50% premium to the then share price....and 18months down the line...the share price is very nearly there.)....the company gets the cash...the partners gets control...that`s about as close to win/win as you`ll get...good luck. Chairmans Statement.(from the Final Results) We have expanded these efforts to include discussions with potential strategic investors, as we do not believe that we will obtain funding through conventional UK institutions. To this end we have engaged with a range of parties and discussed transactions which might lead to a change of control of the Company. In the event that an offer is made for the Company, the Board will be mindful of the need to obtain value for shareholders, whilst seeking a partner whose financial strength or wind assets will allow the business to achieve critical mass and build a future growth pattern. We shall of course keep shareholders updated as soon as we have anything definite to say on this subject.
htrocka: My theory....and just a theory, is very simplistic...Utilico have warrants and share options outstanding that have an expiry date of June 30th 2012. Utilico`s Outstanding Options Existing Ordinary Shares....25.34k Existing Warrants (exercise price of 80p per/share....0.85m) New warrants (Exercise price 80p per share....3.4m) Utilico`s existing shareholding........5.198m Utilico`s holding of existing warrants...0.494m from the EGM... (all resolutions passed) `The percentage of issued share capital of the Company represented by the shares that would be held by Utilico pursuant to the full exercise price of existing warrants and the new warrant (assuming no other warrant holders exercised its right at such time).....would take them to 31.09%.`(this would prompt a `letter of intent`...and Rule 9 of the Takeover Code would apply requiring them to make a mandatory offer to acquire the shares they do not hold. Inference would suggest that this was/is their eventual `end game`) That little lot would cost them £5.765m. With the slide in the share price since floatation....they could currently get hold of the same end product...for 10% of the out, £0.5m. (They also have the option for a seat on the board as part of the loan facility...hence a board `vote`)... With the present financial constraints on the company means that the warrant and option targets may be missed....hence this would be the best outcome....for Utilico.(The prospects of the company are good....subject to more fund raising, which, due to the current enviroment and slide in share price, has become difficult of late.ref,,Results quote) major shareholders.. Utilico Emerging Markets Limited 5,197,792 20.38% Lloyds TSB (Scottish Widows/Clerical Medical) 2,540,658 Premier Asset Management 2,253,523 8.83% RAB Capital 1,911,534 7.49% (withdrawn) Ignis Asset Management 1,290,502 5.06% Union Bancaire Privée 899,869 3.53% Axa Framlington 875,000 3.43% Legal & General 777,500 3.05% Shareholders - 3% or more 15,746,378 61.73% Directors 2,491,324 9.77% Other founder shareholders 1,424,745 5.59% Others - less than 3% 5,846,533 22.92% Total 25,508,980 100.0% ps...There`s no guarantee as to the`s just a carefull. pps. (The majority of Directors paid 84p hard cash for each of their 2.3m shares .Two of them managed to buy 161290 @ 31p Sept 2010)....5 days before the new Utilico director got his seat on the board.) ppps...(the company estimated it`s current NAV to be 53p a share)
Indian Energy share price data is direct from the London Stock Exchange
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