EAS.L Regulatory News (EAS)

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.

FOR IMMEDIATE RELEASE

Energy Assets Group plc ("Energy Assets" or the "Company")

Q4 TRADING UPDATE

11 May 2016

The board of directors of Energy Assets notes the announcement made earlier today by Oakcliff Capital Partners LP, SF Metropolis Valuefund, Investmentaktiengesellschaft für langfristige Investoren TGV, Forest Manor N.V. and Bryan R. Lawrence (the "Relevant Shareholders") in respect of their views on the recommended cash acquisition of Energy Assets by Euston BidCo Limited.

In response to the request made by the Relevant Shareholders, the board of directors of Energy Assets is pleased to issue the following trading update, based on unaudited management accounts of the Company for the year ended 31 March 2016.

The board of directors reminds Energy Asset Shareholders that the scheme document dated 26 April 2016 (the "Scheme Document") has been posted to them and sets out, amongst other things:

- the unanimous recommendation of the Energy Assets Directors to vote in favour of the Acquisition;

- the details of the irrevocable undertakings to vote (or to procure the voting) in favour of the Acquisition from Energy Assets Shareholders representing approximately 44.6 per cent. of the existing issued share capital of Energy Assets;

- the full terms and conditions of the Scheme;

- the notices of the required meetings; and

- details of the action to be taken by Energy Asset Shareholders.

The board of directors reconfirms its unanimous recommendation that Energy Assets Shareholders vote in favour of the Acquisition either in person at the Court Meeting and General Meeting on 19 May 2016 or by lodging Forms of Proxy with the Company's registrar by the relevant deadlines on 17 May 2016. Forms of Proxy in respect of the Court Meeting (but not the General Meeting) may also be handed to the Company's registrars on behalf of the Chairman of the Court Meeting before the start of the Court Meeting. The board of directors confirms that there is no change to the timetable and processes laid out in the Scheme Document.

Capitalised terms used but not defined in this announcement have the meanings set out in the Scheme Document.

Financial highlights for the year ended 31 March 2016

· Total revenue for the period increased by 25% to £45.3m (31 March 2015: £36.2m);

· Recurring revenue increased by 12% to £26.1m (31 March 2015: £23.3m), accounting for 58% of total revenue;

· Siteworks revenue increased by 49% to £19.2m (31 March 2015: £12.9m); and

· At 31 March 2016, the Energy Assets Group had available facilities and cash at bank totalling £36.2m.

Operational highlights

· The Energy Assets Group's owned and managed asset portfolio has increased by 85,000 assets in the year to circa 450,000 assets (31 March 2015: circa 365,000) with all existing major contracts across gas and electricity contributing to this growth;

· The Company acquired Blyth Utilities Limited ("Blyth"), a Multi-Utility Infrastructure Provider, on 9 December 2015. Integration is progressing well and since acquisition Blyth has successfully secured a new contract with East Lothian Developments Ltd to provide utility infrastructure for a new development in East Lothian with a contract value of £6m over the complete project term. This is testimony to the expertise and uniquely differentiated offering within our expanded business.  

Outlook

As stated in the Scheme Document, the Energy Assets Directors are pleased to report another period of strong trading activity, maintaining a continued pattern of growth across the Meter Asset Management, Data Services and Siteworks divisions, in line with the Board's expectations.

Enquiries

For further information visit www.energyassets.co.uk or contact:

Important notices

Numis Securities Limited ("Numis"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Energy Assets and for no one else in connection with the Acquisition and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Energy Assets for providing the protections afforded to clients of Numis, nor for providing advice in relation to the matters referred to in this announcement. Neither Numis nor any of its group undertakings (as such term is defined in section 1161 of the Companies Act 2006) 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 Numis in connection with this announcement, any statement contained herein or otherwise.

This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or an 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. The Acquisition will be made solely by means of the Scheme Document (or, if applicable, a Takeover Offer) which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if applicable, a Takeover Offer).

Overseas shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. The laws of certain jurisdictions may affect the availability of the Acquisition to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe, any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. In particular, the ability of persons who are not resident in the United Kingdom to vote their Energy Assets Shares at the Court Meeting or the General Meeting or to execute and deliver Forms of Proxy appointing another to vote their Energy Assets Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

Unless otherwise determined by BidCo or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and no person may vote in favour of the Acquisition 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 this announcement and formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction.

The Acquisition relates to the shares of a UK company and it is proposed to be made by means of a scheme of arrangement provided for under the laws of England and Wales. The Scheme will relate to the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Securities Exchange Act of 1934, as amended (the "Exchange Act"). A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US proxy solicitation and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to the financial statements of US companies. However, if BidCo were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable laws and regulations, including Section 14(e) of the Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the United States by BidCo and no one else. In addition to any such Takeover Offer, BidCo, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Energy Assets outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase are made they would be made outside the United States in compliance with applicable law, including the Exchange Act.

Forward looking statements

This announcement, the Announcement and the Scheme Document contain statements with respect to Alinda, BidCo and Energy Assets that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement, the Announcement and the Scheme Document may be forward looking statements. Forward looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "aim", "will", "may", "would", "could" or "should" or other words of similar meaning or the negative thereof. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial conditions, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the operations of the Energy Assets Group and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the business of the Energy Assets Group.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Alinda, BidCo or Energy Assets or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. None of Alinda, BidCo or Energy Assets undertake any obligation to update publicly or revise forward-looking or other statements contained in this announcement, the Announcement or the Scheme Document whether as a result of new information, future events or otherwise, except to the extent legally required.

No profit forecasts or estimates

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

Right to switch to a Takeover Offer

BidCo reserves the right to elect, with the consent of the Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued share capital of Energy Assets as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on substantially the same terms as those which would apply to the Scheme (subject to appropriate amendments, including (without limitation, and if agreed with the Panel) the inclusion of an acceptance condition set at 90 per cent. of the shares to which such Takeover Offer relates or such lesser percentage, being more than 50 per cent., as BidCo may decide).

Publication on website

A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on Alinda's website at www.alinda.com and Energy Assets' website at www.energyassets.co.uk by no later than 12 noon (London time) on 12 May 2016.

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

Information relating to Energy Assets Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Energy Assets Shareholders, persons with information rights and other relevant persons for the receipt of communications from Energy Assets may be provided to BidCo during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c) of the Code.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.