8 Jun 2016 18:08
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.
8 June 2016
For immediate release
RECOMMENDED CASH ACQUISITION OF ENERGY ASSETS GROUP PLC
BY
EUSTON BIDCO LIMITED ("BIDCO"),an entity indirectly owned by investment funds controlled and managed by Alinda
CORRECTION REGARDING IRREVOCABLE UNDERTAKINGS
Further to its announcement this morning, BidCo confirms that it has entered into an amended irrevocable undertaking with Maven Investment Partners Limited such that it is in respect of 909,754 Energy Assets Shares. The original irrevocable was in respect of an incorrect number of Energy Assets Shares of 910,873. Other than the number of Energy Asset Shares to which it relates, the irrevocable undertaking is unchanged. The amended irrevocable undertaking will be made available on Alinda's website at www.alinda.com by no later than 12:00 noon (London time) on 9 June 2016.
Accordingly, in aggregate, BidCo has received undertakings to vote or procure votes in favour of the Scheme at the Court Meeting and the resolution necessary to implement the Scheme to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by a Takeover Offer, accept or procure acceptance of that offer, subject to the conditions set out in Appendix II to this morning's announcement) in respect of 22,253,740 Energy Assets Shares, representing approximately 79.5 per cent. of the existing issued share capital of Energy Assets on 7 June 2016 (being the last Business Day prior to the publication of this announcement).
Capitalised terms used in this announcement have the meanings set out in the Scheme Document.
END
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 by no later than 12 noon (London time) on [10] June 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.
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.