Good Enrg Regulatory News (GOOD)

DISCLOSURE UNDER RULE 2.10(c) OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE")

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 OR REGULATIONS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

Good Energy Group PLC

("Good Energy" or the "Company")

Disclosure under Rule 2.10(c) of the Code

On 27 January 2025, the boards of Directors of Esyasoft Investment Holdings RSC Limited ("Esyasoft") and Good Energy Group plc ("Good Energy" or the "Company") announced that they had reached agreement on the terms of a recommended cash offer pursuant to which Esyasoft will acquire the entire issued and to be issued ordinary share capital of Good Energy (the "Acquisition") to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme") (the "Rule 2.7 Announcement").

Capitalised terms used in this announcement, unless otherwise defined, shall have the meanings given to them in the Rule 2.7 Announcement.

As set out in the Rule 2.7 Announcement, Esyasoft disclosed that it had received an irrevocable from Rupert Sanderson, a Director of Good Energy, to vote in favour of the Scheme at the Court Meeting and in favour of the Resolution to be proposed at the General Meeting in respect of 35,382 Good Energy Shares, representing approximately 0.19 per cent. of the issued share capital of Good Energy as at the Latest Practicable Date (the "Irrevocable").

It has come to the Company's attention that the number of Good Energy Shares stated in the Irrevocable was incorrect, and it should instead have stated a total of 29,593 Good Energy Shares, representing approximately 0.16 per cent. of the issued share capital of Good Energy as at the Latest Practicable Date. The Irrevocable has today been amended to correct this error.

Therefore, the total number of Good Energy Shares which are subject to irrevocable undertakings is 5,581,379, representing approximately 30.16 per cent. of the issued ordinary share capital of Good Energy as at close of business on 7 February 2025 (being the last business day prior to the date of this announcement).

Enquiries:

Clyde & Co LLP is acting as legal adviser to Esyasoft. Norton Rose Fulbright LLP is acting as legal adviser to Good Energy.

Important notices about financial advisers

Dean Street Advisers Limited ("Dean Street"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Esyasoft and no one else in connection with the matters described in this Announcement and will not be responsible to anyone other than Esyasoft for providing the protections afforded to clients of Dean Street nor for providing advice in relation to the subject matter of this announcement. Neither Dean Street nor any of its 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 Dean Street in connection with this announcement, any statement contained herein or otherwise.

Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser to Good Energy and no one else in connection with the matters described in this Announcement and will not be responsible to anyone other than Good Energy for providing the protections afforded to clients of Canaccord Genuity nor for providing advice in connection with the matters referred to herein. Neither Canaccord Genuity 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 Canaccord Genuity in connection with this Announcement, any statement contained herein, any offer or otherwise.

Important notices

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Publication on website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at www.goodenergy.co.uk/investors by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.