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8 Jan 2016 07:00
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
FOR IMMEDIATE RELEASE
8 January 2016
Recommended Cash Offer for APR Energy plc ("APR Energy")
By
Apple Bidco Limited ("Bidco") an entity jointly controlled by Fairfax Financial Holdings Limited
("Fairfax"), ACON Equity Management, LLC ("ACON") and Albright Capital Management LLC
("ACM") (together the "Joint Bidders")
Notification of Acquisition and Disposal of Major Proportion of Voting Rights, and Transactions by Persons Discharging Managerial Responsibilities
APR Energy announces that, as a result of the recommended cash offer for APR Energy being declared unconditional in all respects by Bidco on 5 January 2016, it has received the following notifications from Bidco, JCLA Cayman Limited and John Campion and Laurence Anderson, respectively:
· from Bidco pursuant to DTR 5.1.2 and DTR 5.8, notifying APR Energy that it has acquired 44,400,262 ordinary shares of APR Energy carrying 47.1% of the total voting rights;
· from JCLA Cayman Limited pursuant to DTR 5.1.2 and DTR 5.8, notifying APR Energy that it has disposed of 2,429,512 ordinary shares of APR Energy, taking its holding of the total voting rights from 7.4% to 4.8%; and
· from John Campion and Laurence Anderson pursuant to DTR 3.1.2, notifying APR Energy of the above disposal of ordinary shares of APR Energy by JCLA Cayman Limited, a connected person of each of them.
Enquiries:
APR Energy plc + 1 904 223 8488
Lee Munro (investors) + 1 904 404 4576
Manisha Patel (investors) + 1 904 517 5135
Alan Chapple (media) + 1 904 223 2277
TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi |
1. Identity of the issuer or the underlying issuerof existing shares to which voting rights areattached: ii | APR Energy plc | ||||
2 Reason for the notification (please tick the appropriate box or boxes): | |||||
An acquisition or disposal of voting rights | ✓ | ||||
An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached | |||||
An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments | |||||
An event changing the breakdown of voting rights | |||||
Other (please specify): | |||||
3. Full name of person(s) subject to thenotification obligation: iii | Apple Bidco Limited
| ||||
4. Full name of shareholder(s) (if different from 3.):iv | |||||
5. Date of the transaction and date onwhich the threshold is crossed orreached: v | 5 and 6 January 2016 | ||||
6. Date on which issuer notified: | 7 January 2016 | ||||
7. Threshold(s) that is/are crossed orreached: vi, vii | 47.1 %
| ||||
8. Notified details: | ||||||||||||||||
A: Voting rights attached to shares viii, ix | ||||||||||||||||
Class/type ofshares if possible usingthe ISIN CODE | Situation previousto the triggeringtransaction | Resulting situation after the triggering transaction | ||||||||||||||
NumberofShares | NumberofVotingRights | Numberof shares | Number of votingrights | % of voting rights x | ||||||||||||
Direct | Direct xi | Indirect xii | Direct | Indirect | ||||||||||||
Apple Bidco Limited
Ordinary Shares
ISIN: GB00B58D4C52 | Nil | Nil | 44,400,262 | 47.1 | ||||||||||||
B: Qualifying Financial Instruments | ||||||||||||||||
Resulting situation after the triggering transaction | ||||||||||||||||
Type of financialinstrument | Expirationdate xiii | Exercise/Conversion Period xiv | Number of votingrights that may beacquired if theinstrument isexercised/ converted. | % of votingrights | ||||||||||||
C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi | ||||||||||||||||
Resulting situation after the triggering transaction | ||||||||||||||||
Type of financialinstrument | Exercise price | Expiration date xvii | Exercise/Conversion period xviii | Number of voting rights instrument refers to
| % of voting rights xix, xx
| |||||||||||
| Nominal | Delta | ||||||||||||||
Total (A+B+C) | ||||||||||||||||
Number of voting rights | Percentage of voting rights | |||||||||||||||
44,400,262 | 47.1 | |||||||||||||||
9. Chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held, if applicable: xxi | ||
Proxy Voting: | ||
10. Name of the proxy holder: | ||
11. Number of voting rights proxy holder will ceaseto hold: | ||
12. Date on which proxy holder will cease to holdvoting rights: | ||
13. Additional information: | ||
14. Contact name: | Ondra Partners (financial adviser) Cassandre Danoux, Robert Hingley
| |
15. Contact telephone number: | +44 (0) 20 7082 8750 | |
TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi |
1. Identity of the issuer or the underlying issuerof existing shares to which voting rights areattached: ii | APR Energy plc | ||||
2 Reason for the notification (please tick the appropriate box or boxes): | |||||
An acquisition or disposal of voting rights | X | ||||
An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached | |||||
An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments | |||||
An event changing the breakdown of voting rights | |||||
Other (please specify): | |||||
3. Full name of person(s) subject to thenotification obligation: iii | JCLA Cayman Limited | ||||
4. Full name of shareholder(s) (if different from 3.):iv | Vidacos Nominees Limited and Pershing Nominees Limited, each a nominee for JCLA Cayman Limited | ||||
5. Date of the transaction and date onwhich the threshold is crossed orreached: v | 5 January 2016 | ||||
6. Date on which issuer notified: | 7 January 2016 | ||||
7. Threshold(s) that is/are crossed orreached: vi, vii | 7%, 6%, 5% | ||||
8. Notified details: | |||||||||||||||
A: Voting rights attached to shares viii, ix | |||||||||||||||
Class/type ofshares if possible usingthe ISIN CODE | Situation previousto the triggeringtransaction | Resulting situation after the triggering transaction | |||||||||||||
NumberofShares | NumberofVotingRights | Numberof shares | Number of votingrights | % of voting rights x | |||||||||||
Direct | Direct xi | Indirect xii | Direct | Indirect | |||||||||||
Ordinary shares GB00B58D4C52 | 6,941,463 | 6,941,463 | 4,511,951 | 4,511,951 | 0 | 4.8% | 0 | ||||||||
B: Qualifying Financial Instruments | |||||||||||||||
Resulting situation after the triggering transaction | |||||||||||||||
Type of financialinstrument | Expirationdate xiii | Exercise/Conversion Period xiv | Number of votingrights that may beacquired if theinstrument isexercised/ converted. | % of votingrights | |||||||||||
N/A | N/A | N/A | N/A | N/A | |||||||||||
C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi | |||||||||||||||
Resulting situation after the triggering transaction | |||||||||||||||
Type of financialinstrument | Exercise price | Expiration date xvii | Exercise/Conversion period xviii | Number of voting rights instrument refers to
| % of voting rights xix, xx
| ||||||||||
N/A | N/A | N/A | N/A |
N/A | Nominal | Delta | |||||||||
N/A | N/A | ||||||||||||||
Total (A+B+C) | |||||||||||||||
Number of voting rights | Percentage of voting rights | ||||||||||||||
4,511,951 | 4.8% | ||||||||||||||
9. Chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held, if applicable: xxi | ||
N/A
| ||
Proxy Voting: | ||
10. Name of the proxy holder: | N/A
| |
11. Number of voting rights proxy holder will ceaseto hold: | N/A
| |
12. Date on which proxy holder will cease to holdvoting rights: | N/A
| |
13. Additional information: | Disposal of shares pursuant to the acceptance of a takeover offer which has been declared unconditional in all respects. | |
14. Contact name: | Robert Udell | |
15. Contact telephone number: | +1 904 223 2295
| |
Annex DTR3
Notification of Transactions of Directors/Persons Discharging
Managerial Responsibility and Connected Persons
Please complete all relevant boxes should in block capital letters.
1. |
Name of the issuer
APR ENERGY PLC |
2. |
State whether the notification relates to (i) a transaction notified in accordance with DTR 3.1.2 R, (ii) a disclosure made in accordance with section 793 of the Companies Act 2006, or (iii) in accordance with paragraph 26 of the Model Code
DTR 3.1.2 R |
3. |
Name of person discharging managerial responsibilities/director
JOHN CAMPION (EXECUTIVE CHAIRMAN)
LAURENCE ANDERSON (CEO) |
4. |
State whether notification relates to a person connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person
JCLA CAYMAN LIMITED |
5. |
Indicate whether the notification is in respect of a holding of the person referred to in 3 or 4 above or in respect of a non-beneficial interest1
NOTIFICATION IN RESPECT OF A HOLDING OF JCLA CAYMAN LIMITED (PERSON REFERRED TO IN 4 ABOVE) |
6. |
Description of shares (including class), debentures or derivatives or financial instruments relating to shares
ORDINARY SHARES OF 10P EACH IN THE ISSUER
|
7. |
Name of registered shareholders(s) and, if more than one, the number of shares held by each of them
VIDACOS NOMINEES LIMITED AS NOMINEE FOR JCLA CAYMAN LIMITED (6,500,000 SHARES) AND PERSHING NOMINEES LIMITED AS NOMINEE FOR JCLA CAYMAN LIMITED (441,463 SHARES)
|
8 |
State the nature of the transaction
DISPOSAL OF SHARES PURSUANT TO THE ACCEPTANCE OF A TAKEOVER OFFER WHICH HAS BEEN DECLARED UNCONDITIONAL IN ALL RESPECTS |
9. |
Number of shares, debentures or financial instruments relating to shares acquired
N/A |
10. |
Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage)
N/A |
11. |
Number of shares, debentures or financial instruments relating to shares disposed
2,429,512 ORDINARY SHARES OF 10P EACH |
12. |
Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage)
2.6% |
13. |
Price per share or value of transaction
175P PER SHARE |
14. |
Date and place of transaction
5 JANUARY 2016 |
15. |
Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage)
4,511,951 ORDINARY SHARES OF 10P EACH REPRESENTING 4.8% OF THE ISSUED SHARE CAPITAL OF THE ISSUER |
16. |
Date issuer informed of transaction
7 JANUARY 2016 |
If a person discharging managerial responsibilities has been granted options by the issuer complete the following boxes
17 |
Date of grant
N/A |
18. |
Period during which or date on which exercisable N/A |
19. |
Total amount paid (if any) for grant of the option N/A |
20. |
Description of shares or debentures involved (class and number) N/A |
21. |
Exercise price (if fixed at time of grant) or indication that price is to be fixed at the time of exercise N/A |
22. |
Total number of shares or debentures over which options held following notification N/A |
23. |
Any additional information
JCLA CAYMAN LIMITED IS MAJORITY OWNED BY JOHN CAMPION AND LAURENCE ANDERSON
|
24. |
Name of contact and telephone number for queries
STEVE LIST +1 904 223 8488
|
Name of authorised officer of issuer responsible for making notification
STEVE LIST
Date of notification 7 JANUARY 2016
This form is intended for use by an issuer to make a RIS notification required by DR 3.1.4R(1).
(1) An issuer making a notification in respect of a transaction relating to the shares or debentures of the issuer should complete boxes 1 to 16, 23 and 24.
(2) An issuer making a notification in respect of a derivative relating the shares of the issuer should complete boxes 1 to 4, 6, 8, 13, 14, 16, 23 and 24.
(3) An issuer making a notification in respect of options granted to a director/person discharging managerial responsibilities should complete boxes 1 to 3 and 17 to 24.
(4) An issuer making a notification in respect of a financial instrument relating to the shares of the issuer (other than a debenture) should complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and
24.
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