AMPH.L Regulatory News (AMPH)

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014.

FOR IMMEDIATE RELEASE

17 January 2020

RECOMMENDED CASH ACQUISITION

of

Aggregated Micro Power Holdings plc (trading as AMP Clean Energy) ("AMP Clean Energy")

by

Fossa Holdco Limited ("BidCo")

(a newly incorporated entity wholly-owned by Asterion Industrial Infra Fund I, FCR)

COMPLETION OF ACQUISITION BY BIDCO, COMPLETION OF INCUBEX SALE AND BOARD CHANGES

On 29 November 2019, the boards of AMP Clean Energy and BidCo announced that they had reached agreement on the terms of a recommended cash offer under which BidCo would acquire the entire issued and to be issued ordinary share capital of AMP Clean Energy (the "Acquisition"), to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). A scheme document was published on 13 December 2019 setting out the terms of the Acquisition (the "Scheme Document"). On 15 January 2020, BidCo and AMP Clean Energy announced that the Court had sanctioned the Scheme.

AMP Clean Energy and BidCo are pleased to announce that the Court Order sanctioning the Scheme has today been delivered to the Registrar of Companies. Accordingly, the Scheme has now become Effective in accordance with its terms and the entire issued and to be issued ordinary share capital of AMP Clean Energy is now wholly owned by BidCo.

In addition, following the Scheme becoming Effective, the IncubEx Sale has now completed.

Delisting of AMP Clean Energy

Dealings in AMP Clean Energy Shares on AIM were suspended with effect from 7:30 a.m. on 17 January 2020.

Admission to trading of the AMP Clean Energy Shares on AIM will be cancelled with effect from 7.00 a.m. on 20 January 2020.

As a result of the Scheme becoming Effective, share certificates in respect of AMP Clean Energy Shares have ceased to be valid and of value and entitlements to AMP Clean Energy Shares held in uncertificated form in CREST will be cancelled.

Settlement

Scheme Shareholders on the register at the Scheme Record Time, being 6.00 p.m. on 16 January 2020, will receive 90 pence in cash for each AMP Clean Energy Share held. The latest date for settlement of the consideration due to the Scheme Shareholders is 31 January 2020.

Resignation of non-executive directors and Neil Eckert, Executive Chairman

Each of the non-executive AMP Clean Energy directors has resigned as a director of AMP Clean Energy with immediate effect. Neil Eckert has also resigned as Executive Chairman of AMP Clean Energy with immediate effect.

AMP Clean Energy is no longer in an "Offer Period" as defined in the Code and accordingly the dealing disclosure requirements previously notified to investors no longer apply.

Full details of the Acquisition are set out in the Scheme Document. Defined terms used but not defined in this announcement have the meaning given to them in the Scheme Document.

Enquiries:

IMPORTANT NOTICES

KPMG LLP ("KPMG"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to BidCo and for no one else in connection with the Acquisition or any matters referred to in the Scheme Document and this announcement and will not be responsible to anyone other than BidCo for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition, the contents of the Scheme Document and this announcement or any other matters referred to herein. Neither KPMG nor any of its affiliates, respective directors, officers, employees and agents 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 KPMG in connection with the Acquisition or any statement contained herein or otherwise.

Evercore Partners International LLP ("Evercore"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to AMP Clean Energy and for no one else in connection with the Acquisition and will not be responsible to anyone other than AMP Clean Energy for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition, the contents of the Scheme Document and this announcement or any other matters referred to herein. 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 the Acquisition or any statement contained herein or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of the Scheme Document and this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of the Scheme Document and this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with the Acquisition or any other matter referred to herein. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of the Scheme Document and this announcement or any statement contained herein.

finnCap Ltd ("finnCap"), which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and joint broker to AMP Clean Energy and for no one else in connection with the Acquisition and will not be responsible to anyone other than AMP Clean Energy for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition, the contents of the Scheme Document and this announcement or any other matters referred to in the Scheme Document and this announcement. Neither finnCap 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 finnCap in connection with the Acquisition or any statement contained herein or otherwise.

Whitman Howard ("Whitman Howard"), which is authorised and regulated in the United Kingdom by the FCA, is acting as joint broker to AMP Clean Energy and for no one else in connection with the Acquisition and will not be responsible to anyone other than AMP Clean Energy for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition, the contents of the Scheme Document and this announcement or any other matters referred to in the Scheme Document and this announcement. Neither Whitman Howard 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 Whitman Howard in connection with the Acquisition or any statement contained herein or otherwise.

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. This announcement does not constitute a prospectus or prospectus equivalent document.

The Acquisition is made solely pursuant to the terms of the Scheme Document which, together with the Forms of Proxy, contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. AMP Clean Energy Shareholders should read the Scheme Document carefully as it contains important information in relation to the Acquisition. Any decision in respect of, or other response to, the Acquisition by AMP Clean Energy Shareholders should only be made on the basis of the information contained in the Scheme Document.

No person should construe the contents of this announcement as legal, financial or tax advice and any interested person should consult its own advisers in connection with such matters.

OVERSEAS JURISDICTIONS

The release, publication or distribution of the Scheme Document and this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements.

Neither the Scheme Document nor this announcement constitutes an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to the Scheme Document and this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. The Scheme Document, this announcement and the accompanying documents have been prepared in connection with proposals in relation to a scheme of arrangement pursuant to and for the purpose of complying with English law, the Takeover Code, the AIM Rules and the Rules of the London Stock Exchange and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England. Nothing in the Scheme Document, this announcement or the accompanying documents should be relied on for any other purpose.

Unless otherwise determined by BidCo or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme 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 the Scheme Document, this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction.

Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction and, to the fullest extent permitted by applicable law, AMP Clean Energy and BidCo disclaim any responsibility or liability for the violation of such restrictions by any person.

The availability of the Scheme to AMP Clean Energy Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

All AMP Clean Energy Shareholders or other persons (including nominees, trustees and custodians) who would otherwise intend to or may have a contractual or legal obligation to forward the Scheme Document, this announcement and the accompanying Forms of Proxy to a jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action.

No person has been authorised to make any representations on behalf of AMP Clean Energy concerning the Acquisition which are inconsistent with the statements contained in the Scheme Document or this announcement and any such representations, if made, may not be relied upon as having been so authorised.

The summary of the principal provisions of the Scheme contained in the Scheme Document is qualified in its entirety by reference to the Scheme itself, the full text of which is set out in Part 4 (Scheme of Arrangement) of the Scheme Document. Each AMP Clean Energy Shareholder is advised to read and consider carefully the text of the Scheme itself.

AMP Clean Energy Shareholders should not construe the contents of the Scheme Document or this announcement as legal, tax or financial advice and should consult with their own advisers as to the matters described in this Document.

The Acquisition shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the AIM Team.

Notice to US investors

AMP Clean Energy Shareholders in the United States should note that the Acquisition relates to the shares of an English company that is not registered under the US Exchange Act and is being made by means of a scheme of arrangement under English company law. The Scheme Document, this announcement and certain other documents relating to the Acquisition have been or will be prepared in accordance with English law, the Takeover Code and UK disclosure requirements, format and style, all of which differ from those in the United States. The Scheme is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. No registration statement will be filed with the SEC or any state securities regulators in the US in connection with the Scheme.

The Acquisition is subject to the disclosure and procedural requirements and practices applicable in the United Kingdom to schemes of arrangement, which differ from those applicable in the United States to tender offers or proxy solicitations under the US Exchange Act.

If BidCo were to elect to implement the Acquisition by means of a Takeover Offer and determine to extend the offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations, including any applicable exemptions under the US Exchange Act.

The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its AMP Clean Energy Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each AMP Clean Energy 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 BidCo and AMP Clean Energy 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.

In accordance with normal United Kingdom practice, BidCo or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of AMP Clean Energy outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in the United Kingdom, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.

Financial information included (or incorporated by reference) in the Scheme Document and this announcement in relation to AMP Clean Energy has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that 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 United States.

FORWARD LOOKING STATEMENTS

The Scheme Document and this announcement, including information included or incorporated by reference in the Scheme Document and this announcement, oral statements made regarding the Acquisition, and other information published by AMP Clean Energy, BidCo, the Fund or Asterion contain statements which are, or may be deemed to be "forward-looking statements".

Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of BidCo, the Fund, Asterion, AMP Clean Energy or any member of the AMP Clean Energy Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on BidCo's, the Fund's, Asterion's, AMP Clean Energy's or any member of the AMP Clean Energy Group's business. In some cases, these forward-looking statements can be identified by the useof forward-looking terminology, including the terms "believes", "estimates", "will look to", "would look to", "plans", "prepares", "anticipates", "expects", "is expected to", "is subject to", "budget", "scheduled", "forecasts", "synergy", "strategy", "goal", "cost-saving", "projects" "intends", "may", "will", "shall" or "should" or their negatives or other variations or comparable terminology. 

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that shall occur in the future. These events and circumstances include changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates or rules and future business combinations or disposals. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors.

These statements are based on assumptions and assessments made by AMP Clean Energy, BidCo, the Fund and/or Asterion in the light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in the Scheme Document and this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements.

Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading the Scheme Document or this announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of the Scheme Document and this announcement. Specifically, statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature involve, risks, uncertainties and contingencies. As a result, any cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the Enlarged Group, there may be additional changes to the Enlarged Group's operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.

The forward-looking statements speak only at the date of the Scheme Document and this announcement. All subsequent oral or written forward-looking statements attributable to any member of the BidCo Group or the AMP Clean Energy Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

Neither the BidCo Group nor the AMP Clean Energy Group, nor any of their respective associates or directors, officers, employees, managers, agents, representatives, partners, members, consultants or advisers: (i) provide any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements will actually occur; nor (ii) assume any obligation to, and do not intend to, revise or update these forward-looking statements (whether as a result of new information, future events or otherwise), except as required pursuant to applicable law or by the rules of any competent authority.

PUBLICATION ON WEBSITE

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions on AMP Clean Energy's website at

https://www.ampcleanenergy.com/investors/recommended-cash-acquisition-for-amp-clean-energy and Asterion's website at www.asterionindustrial.com/offer/ by no later than 12:00 p.m. on the Business Day following this announcement. For the avoidance of doubt, the contents of these websites and any websites accessible from hyperlinks on these websites are not incorporated into and do not form part of the Scheme Document or this announcement. 

Neither the content of the websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, the Scheme Document or this announcement.

NO PROFIT FORECASTS OR ESTIMATES

No statement in the Scheme Document or this announcement is intended as a profit forecast or estimate for any period and no statement in the Scheme Document or this announcement should be interpreted to mean that earnings or earnings per ordinary share for AMP Clean Energy or BidCo for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for AMP Clean Energy or BidCo.