11 May 2016 12:12
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
11 May 2016
Recommended cash acquisition of Energy Assets Group plc (“Energy Assets”)
We refer to the circular (the “Scheme Circular”) posted by Energy Assets to its shareholders on 26 April 2016 containing the terms upon which BidCo has agreed to acquire the entire issued and to be issued share capital of Energy Assets (the “Acquisition”). Where not so otherwise defined, words and expressions defined in this announcement shall have the meanings given to them in the Scheme Circular.
This announcement is made jointly by Oakcliff Capital Partners LP, SF Metropolis Valuefund, Investmentaktiengesellschaft fϋr langfristige Investoren TGV, Forest Manor N.V. and Bryan R. Lawrence (the “Relevant Shareholders”). Together we are the holders of 6,340,993 Energy Assets Shares representing, in aggregate, approximately 22.6 per cent. of the issued share capital of Energy Assets. Details of each Relevant Shareholder’s shareholding in Energy Assets is set out at the end of this announcement.
We are all long-term investors in Energy Assets. Our collective view is that Energy Assets is a high quality company, with strong growth prospects and an excellent management team. As such, we would prefer to have the opportunity to remain as shareholders for years to come.
Whilst we acknowledge that the Acquisition Price of 685 pence for each Energy Assets Share represents a premium to the market price on the day before the Announcement, we do not believe that it represents a true reflection of the fundamental value of Energy Assets. To evaluate fully the merits of the Acquisition Price however, we consider it is critical to all Energy Assets Shareholders that they are furnished with more recent financial information than the financial information incorporated into the Scheme Circular. We have therefore approached Energy Assets and requested that it publish its preliminary financial results for the year to March 2016, or, at a minimum, that it publishes a trading update as comprehensive as the Q3 trading statement.
We consider publication of these results as fundamental to informing our views on value and, should Energy Assets not be prepared to do so, we have reached the conclusion that we currently have no option but to vote against the Acquisition (including the Scheme) on 19 May 2016.
We have entered into a written, legally binding unconditional agreement (the “Collaboration Agreement”) recording the terms on which we have agreed to collaborate with each other in order to seek to achieve a higher price. Under the Collaboration Agreement, amongst others, each Relevant Shareholder undertakes that, save with the consent of each of the other parties, it will vote the Energy Assets Shares held by it against the Scheme on its current terms and not exercise any voting or other rights attached to the Energy Assets Shares held by it or its affiliates in such a manner as to enable the conditions to the Scheme to be satisfied or to support any resolution or action which may be necessary or desirable for the implementation of the Acquisition on its current terms (the “Principal Undertakings”).
The principal provisions of the Collaboration Agreement terminate upon completion of the Acquisition (whether implemented by way of the Scheme or a Takeover Offer), although certain other provisions will survive until certain specified long stop dates (or, where applicable and in relation to a specific Relevant Shareholder, the date on which the Panel on Takeovers and Mergers determines that a Relevant Shareholder is not acting in concert with the other Relevant Shareholders). The Principal Undertakings will also cease to be binding as regards a Relevant Shareholder upon service by him of a written notice to the other Relevant Shareholders that he wishes to be so released.
Holdings of Relevant Shareholders:
| Registered Energy Assets Shareholder | Energy Assets Shares | ||
| Oakcliff Capital Partners LP | 1,653,065 | ||
| SF Metropolis Valuefund | 418,086 | ||
| Investmentaktiengesellschaft für langfristige Investoren TGV | 2,649,750 | ||
| Forest Manor N.V. | 1,612,842 | ||
| JPMorgan Chase Bank, N.A. (in its capacity as custodian of the Bryan R. Lawrence IRA Rollover) | 7,250 |
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