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Rule 2.7 Announcement - Recommended Cash Offer

4 Apr 2018 09:44

RNS Number : 7701J
Mytrah Energy Ltd
04 April 2018
 

The following is the full text of the announcement released by Raksha Energy Holdings Limited today at 7.00am.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR 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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

4 April 2018

RECOMMENDED CASH OFFERforMYTRAH ENERGY LIMITED ("MEL")byRAKSHA ENERGY HOLDINGS LIMITED ("REHL")

Summary

· The board of directors of REHL and the Independent MEL Directors are pleased to announce that they have reached agreement on the terms of a recommended cash offer for MEL by REHL, pursuant to which REHL will acquire the entire issued and to be issued ordinary share capital of MEL not already directly or indirectly owned by the REHL Group (the "Offer"). As at the date of this Announcement, the REHL Group (via the Trust, the 100% owner of REHL and a member of the REHL Group) holds approximately 57.9 per cent. of MEL's existing issued shares and holds options pursuant to the MEL Option Schemes in respect of a further 11,544,989 MEL Shares of which 9,803,323 will be exercised as soon as practicable following the release of this Announcement and the remaining 1,741,666 of which will be exercised as soon as practicable following the Offer being declared unconditional in all respects.

· Under the terms of the Offer, MEL Shareholders will receive 45 pence in cash for each MEL Share. The Offer values the entire issued, and to be issued, share capital of MEL on a fully-diluted basis at approximately £78.9 million.

· The Offer provides an attractive opportunity for MEL Shareholders to realise their shareholdings at a premium in cash. REHL's offer represents a premium of approximately:

· 63.6 per cent. to the Closing Price of 27.5 pence per MEL Share on 3 April 2018, being the last Business Day before the date of this Announcement; and

· 52.5 per cent. to the average Closing Price since 4 January 2018 of 29.5 pence per MEL Share, being the three-month period before the date of this Announcement.

· The Independent MEL Directors, who have been so advised by Investec as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing advice to the Independent MEL Directors, Investec has taken into account the commercial assessments of the Independent MEL Directors. Investec is providing independent financial advice to the Independent MEL Directors for the purposes of Rule 3 of the Takeover Code.

· Accordingly, the Independent MEL Directors intend unanimously to recommend that MEL Shareholders accept the Offer.

· The Offer is subject to the condition that REHL has received acceptances under the Offer in respect of not less than 25,525,140 MEL Shares (being a number of MEL Shares equal to approximately 37.1 per cent. of the Remaining MEL Shares).

· REHL has received irrevocable commitments to accept (or procure the acceptance of) the Offer from each of the Independent MEL Directors in respect of their own beneficial holdings of a total of 37,000 MEL Shares (representing approximately 0.02 per cent. of the MEL Shares in issue as at the close of business on 3 April 2018, being the last Business Day before the date of this Announcement), and approximately 0.05 per cent. of the Remaining MEL Shares.

· REHL has also received irrevocable commitments to accept (or procure the acceptance of) the Offer from Esrano Overseas Limited in respect of a total of 24,000,000 MEL Shares (representing approximately 14.7 per cent. of the MEL Shares in issue as at the close of business on 3 April 2018, being the last Business Day before the date of this Announcement, and approximately 34.8 per cent. of the Remaining MEL Shares).

· REHL is a special purpose vehicle that was established by the Trust in November 2017 for the purpose of acquiring MEL. REHL's principal investment will be the MEL Shares it will acquire pursuant to the Offer. REHL is wholly owned by the Trust, a Jersey based discretionary trust settled by Ravi Kailas, the Chairman of MEL, of which he, some of his family members (including Vikram Kailas, the Vice Chairman and MD of MEL), and a philanthropic trust are discretionary beneficiaries. The Trust is the holder of the Trust Shares.

· REHL intends to finance the Offer exclusively by means of funds available to it by means of the Facility Agreement.

· The Offer Document will include full details of the Offer and will specify the actions to be taken by MEL Shareholders. It is expected that the Offer Document will be posted to MEL Shareholders as soon as practicable.

· Commenting on the Offer, Kathryn Tully of REHL, said:

 

"We continue to believe in MEL's potential and believe this offer provides an attractive and certain value for the current MEL independent shareholders."

· Commenting on the Offer, Russell Walls, Senior Independent Director of MEL, said:

"This Offer enables MEL shareholders to realise value today in cash for their shares at a significant premium to the recent historical share price, which, in the Independent MEL Directors' view, has been negatively impacted by sentiment towards the Indian economy and the power and infrastructure sector in particular, as well as by the Company's capital and ownership structure. We believe that, in these circumstances, the Offer is an acceptable outcome for all MEL stakeholders."

· Investec is acting as exclusive Rule 3 financial adviser to MEL in relation to the Offer and is providing independent financial advice to the Independent MEL Directors for the purposes of Rule 3 of the Takeover Code.

· Craven Street Capital Limited is acting as exclusive financial adviser to REHL in relation to the Offer.

This summary should be read in conjunction with, and is subject to, the full text of this Announcement (including the Appendices) which set out further details of the Offer and form an integral part of this Announcement. The Offer will be subject to the Conditions and certain further terms set out in Part B of Appendix 1 to this Announcement and to the full terms and conditions which will be set out in the Offer Document. Appendix 2 to this Announcement contains the bases and sources of certain information used in this summary and this Announcement. Appendix 3 to this Announcement contains details of the irrevocable commitments received by REHL in relation to the Offer that are referred to in this Announcement. Appendix 4 to this Announcement contains definitions of certain terms used in this summary and this Announcement.

Enquiries:

Raksha Energy Holdings LimitedKathryn Tully 

+44 (0)1534 825 200 

Craven Street Capital Limited (Financial Adviser to REHL)Soondra AppavooCharles Lens 

+44 (0)20 3890 8654

Mytrah Energy Limited (via Yellow Jersey PR Limited)Russell Walls

Rohit Phansalkar 

+44 (0)7555 159 808

Investec (Rule 3 Financial Adviser to MEL)Jeremy Ellis

Chris Sim

George Price

+44 (0)20 7597 4000

Yellow Jersey PR Limited

Charles Goodwin

 

Abena Affum

 

 

+44 (0)7747 788 221

 

+44 (0)7555 159 808

 

Squire Patton Boggs (UK) LLP and Mourant Ozannes LP are retained as legal advisers to REHL.

Gowling WLG (UK) LLP and Carey Olsen (Guernsey) LLP are retained as legal advisers to MEL.

Important notices relating to financial advisers and brokers

Craven Street Capital Limited, which is an appointed representative of Resolution Compliance Limited which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as exclusive financial adviser to REHL and no one else in connection with the Offer. In connection with such matters, Craven Street Capital Limited, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to herein.

Investec, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as exclusive financial adviser to MEL and no one else in connection with the Offer. In connection with such matters, Investec, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to herein.

Further information

This Announcement is for information purposes only and 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 the Offer or otherwise. This Announcement does not constitute a prospectus or a prospectus equivalent document.

The Offer will be made solely by means of the Offer Document, and in respect of MEL Shares held in certificated form, the Form of Acceptance accompanying the Offer Document, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any response to the Offer should be made only on the basis of information contained in those documents. MEL Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been despatched.

This Announcement has been prepared for the purposes of complying with English law, Guernsey law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom and Guernsey.

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom and Guernsey and the ability of the MEL Shareholders who are not resident in the United Kingdom or Guernsey to participate in the Offer may be restricted by the laws and/or regulations of those of relevant jurisdictions. Therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom or Guernsey or MEL Shareholders who are not resident in the United Kingdom or Guernsey will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to Overseas Shareholders will be contained in the Offer Document.

The Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national state or other securities exchange of, any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities.

Accordingly, copies of this Announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this Announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this Announcement and/or the Offer Document and/or any other related document to a jurisdiction outside the United Kingdom or Guernsey should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

The receipt of cash pursuant to the Offer by MEL Shareholders may be a taxable transaction under applicable national, state and local, as well as foreign and other tax laws. Each MEL Shareholder is urged to consult their independent financial adviser regarding the tax consequences of accepting the Offer.

Forward-looking statements

This Announcement contains statements that are or may be forward-looking statements. All statements other than statements of historical facts included in this Announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "should", "could", "would", "may", "anticipates", "estimates", "synergy", "cost-saving", "projects", "goal", "asset values" or "strategy" or, words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, asset values, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of REHL's or MEL's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on REHL's or MEL's business.

These forward-looking statements are not guarantees of future financial performance and are naturally subject to uncertainty and changes in circumstances. Except as expressly provided in this Announcement, they have not been reviewed by the auditors of REHL or MEL. By their nature, such forward-looking statements involve known and unknown risks and uncertainties, because they relate to events and depend on circumstances that will occur in the future, and are based on certain key assumptions, and the factors described in the context of such forward-looking statements in this Announcement could cause actual results, outcomes and developments to differ materially from those expressed in or implied by such forward-looking statements and such statements are therefore qualified in their entirety by the risks and uncertainties surrounding these future expectations. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the entities' ability to control or estimate precisely, such as, but not limited to, general business and market conditions both globally and locally, political, economic and regulatory forces, industry trends and competition, future exchange and interest rates, changes in government and regulation including in relation to health and safety, the environment, labour relations and tax rates and future business combinations or dispositions. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to REHL or MEL or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. REHL and MEL disclaim any obligation to update any forward-looking or other statements contained herein, except as required by applicable law or regulations.

No profit forecast

No statement in this Announcement is intended to constitute a profit forecast for any period, nor should any statements be interpreted to mean that earnings or earnings per share will necessarily be greater or less than those of the preceding financial periods for MEL.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 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 Takeover Code, any person who is, or becomes, interested in 1 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 Takeover 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.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Takeover Code, MEL announces that as at the date of this Announcement it has 163,636,000 ordinary shares of no par value in issue and admitted to trading on the AIM Market of the London Stock Exchange. The International Securities Identification Number for the MEL Shares is GG00B64BJ143.

Information relating to MEL Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by MEL Shareholders, persons with information rights and other relevant persons for the receipt of communications from MEL may be provided to REHL during the offer period as required under Section 4 of Appendix 4 to the Takeover Code.

Publication on website

A copy of this Announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on MEL's website at www.mytrah.com offer by no later than 12 noon (London time) on the Business Day following the date of this Announcement. For the avoidance of doubt the content of that website is not incorporated into, and does not form part of, this Announcement.

A hard copy of this Announcement will be sent to MEL Shareholders (other than MEL Shareholders who have elected to receive electronic communications) in the near future. MEL Shareholders may request a hard copy of this Announcement by contacting the Company Secretary during business hours on +91 40 337 60103 or by submitting a request in writing to the Company Secretary at MEL, Uday.Chandra@mytrah.com. MEL Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Reduction of Offer consideration in the event of dividend and/or distribution and/or return of capital

The MEL Shares will be acquired by REHL under the Offer fully paid and free from all liens, charges, equitable interests, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature together with all rights now or hereafter attaching thereto, including the right to receive in full and retain all dividends and other distribution (if any) declared, made or paid on or after the date of this Announcement. If any such dividend and/or other distribution and/or return of capital is proposed, declared, made, paid or payable by MEL on or after the date of this Announcement, REHL reserves the right to reduce by the amount of such dividend and/or distribution and/or return of capital the Offer consideration payable in respect of a MEL Share, except insofar as the MEL Share is or will be transferred on a basis which entitles REHL alone to receive the dividend and/or distribution and/or return of capital but if that reduction in consideration has not been effected, the person to whom the consideration payable under the Offer is paid in respect of that MEL Share will be obliged to account to REHL for the amount of such dividend and/or distribution and/or return of capital.

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR 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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

4 April 2018

RECOMMENDED CASH OFFERforMYTRAH ENERGY LIMITED ("MEL")byRAKSHA ENERGY HOLDINGS LIMITED ("REHL")

1. Introduction

The board of directors of REHL and the Independent MEL Directors are pleased to announce that they have reached agreement on the terms of a recommended cash offer for MEL by REHL, pursuant to which REHL will acquire the entire issued and to be issued ordinary share capital of MEL not already directly or indirectly owned by the REHL Group (the "Offer"). As at the date of this Announcement, the REHL Group (via the Trust, the 100% owner of REHL and a member of the REHL Group) holds approximately 57.9 per cent. of MEL's existing issued shares and holds options pursuant to the MEL Option Schemes in respect of a further 11,544,989 MEL Shares of which 9,803,323 will be exercised as soon as practicable following the release of this Announcement and 1,741,666 of which will be exercised as soon as practicable following the Offer being declared unconditional in all respects.

An independent committee of MEL Directors has been established for the purposes of considering the Offer. The committee is comprised of the Independent MEL Directors, being Russell Walls and Rohit Phansalkar.

2. Summary of the Offer

It is intended that the Offer will be implemented by means of a takeover offer under Part XVIII of the Companies Law and in accordance with the Takeover Code.

Under the Offer, which will be subject to the Conditions and further terms set out in Appendix 1 of this Announcement and to the full terms and conditions to be set out in the Offer Document, MEL Shareholders will receive:

For each MEL Share

45 pence in cash

The Offer values the entire issued and to be issued share capital of MEL on a fully-diluted basis at approximately £78.9 million.

The Offer provides an attractive opportunity for MEL Shareholders to realise their shareholdings at a premium in cash.

 

The Offer represents a premium of approximately:

· 63.6 per cent. to the Closing Price of 27.5 pence per MEL Share on 3 April 2018, being the last Business Day before the date of this Announcement; and

· 52.5 per cent. to the average Closing Price since 4 January 2018 of 29.5 pence per MEL Share, being the three month period before the date of this Announcement.

3. Background to and reasons for the Offer

MEL completed an initial public offering of its shares on AIM in October 2010, raising total gross proceeds of £50.2 million, at a price of 115 pence per MEL Share. 

MEL's strategy has been to deliver:

· strong management expertise;

· expertise in site selection and assessment, project delivery with the specified timescales and budget, strong asset availability and efficiency from operations and management;

· consistent growth of a strong asset base, revenue and profitability; and

· competitive and innovative financing solutions to minimise shareholder dilution while maximising capital deployment.

Since the initial public offering, the business of MEL has experienced the following internal and external challenges:

· the ability of a number of state electricity boards in India to make timely payments to independent power producers such as MEL;

· the protracted period of political and economic uncertainty in India;

· the entry into a formal corporate debt restructuring process by Suzlon, initially a key supplier and counterparty for MEL; and

· the poor performance of other Indian energy companies listed on the markets in the United Kingdom.

Since the initial public offering, the management team of MEL has delivered a strong underlying performance, as demonstrated by:

· consistent revenue growth;

· strong EBITDA growth and a stable EBITDA margin;

· growth from 0MW to 1180MW of installed wind and solar capacity, making MEL one of the largest independent wind and solar power businesses in India; and

· diversification into solar power with a significant project pipeline.

Notwithstanding the accomplishments of the management team of MEL and the underlying performance of MEL, the price per MEL Share has fallen cumulatively by 76.1 per cent. since the initial public offering (as of the last Business Day prior to the date of this Announcement).

Approximately 57.9 per cent. of the issued share capital of MEL is held by the Trust, which limits the number of MEL Shares available for trading on AIM, and as a consequence, the share price of MEL Shares can be volatile.

Over the past few years, MEL has taken the following actions in an attempt to improve the share price of MEL Shares:

· improved reporting and transparency;

· communicated the dramatic improvement of the credit rating of a number of the electricity boards in India which are its major customers;

· diversified to multiple equipment providers;

· split the role of Chairman/CEO;

· switched its public relations agency and conducted multiple investor meetings and presentations;

· conducted shareholder presentations and shareholder roadshows with brokers to try to improve awareness and broaden its shareholder base;

· significantly grown its asset portfolio;

· diversified into solar energy; and

· reduced its debt cost of capital through refinancing transactions.

In addition, there has been a significant improvement in the political climate and stability in India with declining interest rates.

The Board of REHL believes that:

· in the absence of a cash offer, it is unlikely that there will be a sustained, material improvement in the share price of the MEL Shares;

· the listing of the MEL Shares on AIM is too illiquid to offer any meaningful amount of liquidity, leaving a limited opportunity for investors to sell the MEL Shares otherwise than through a cash exit;

· MEL is capital constrained and the listing of the MEL Shares on AIM does not provide an attractive forum to raise additional capital;

· the listing of the MEL Shares on AIM is not optimal for MEL in terms of the achievement of its business plan and the Board of REHL believes that a broader, more efficient range of financial and strategic options would be available to MEL if it was a private company rather than a listed company; and

· MEL's business model is not attractive to investors looking to invest in AIM securities. Indian infrastructure and renewables businesses in general have fared badly in the United Kingdom public markets.

Therefore, the board of REHL believes it is now an appropriate time to seek to delist MEL by offering to purchase the entire issued and to be issued ordinary share capital of MEL not already directly or indirectly owned by REHL or the Trust.

4. Background to and reasons for the Independent MEL Directors' recommendation of the Offer

The Independent MEL Directors believe that the Offer presents an opportunity for MEL Shareholders to realise a significant premium to the Closing Price per MEL Share of 27.5 pence on 3 April 2018 (being the last Business Day prior to the date of this announcement), as well as a significant premium to the average Closing Price per MEL Share of 27.0 pence for the six months ended on 3 April 2018. The net debt of MEL as at 31 December 2017 was US$1,364.3 million; given this relatively high leverage, the concentration of shareholdings amongst a small number of MEL Shareholders, including the controlling shareholding of the Trust, and the relative lack of liquidity in MEL Shares, the Independent MEL Directors believe that the Offer presents an opportunity for MEL Shareholders to realise their investment which may not be achieved in the near term if MEL were to remain independent and quoted on AIM.

Following careful consideration of the above factors, the Independent MEL Directors believe that the Offer Price of 45 pence per share in cash provides acceptable value and certainty to MEL Shareholders.

5. Recommendation

The Independent MEL Directors, who have been so advised by Investec as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing advice to the Independent MEL Directors, Investec has taken into account the commercial assessments of the Independent MEL Directors. Investec is providing independent financial advice to the Independent MEL Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the Independent MEL Directors intend unanimously to recommend that MEL Shareholders accept the Offer, as each of the Independent MEL Directors has irrevocably committed to do in respect of their own beneficial holdings of 37,000 MEL Shares, representing approximately 0.02 per cent. of the MEL Shares in issue as at the close of business on 3 April 2018, being the last Business Day before the date of this Announcement, and approximately 0.05 per cent. of the Remaining MEL Shares.

6. Irrevocable commitments 

REHL has received irrevocable commitments to accept (or procure the acceptance of) the Offer from each of the Independent MEL Directors in respect of their own beneficial holdings of a total of 37,000 MEL Shares (representing approximately 0.02 per cent. of the MEL Shares in issue as at the close of business on 3 April 2018, being the last Business Day before the date of this Announcement, and approximately 0.05 per cent. of the Remaining MEL Shares).

REHL has also received irrevocable commitments to accept (or procure the acceptance of) the Offer from Esrano Overseas Limited in respect of a total of 24,000,000 MEL Shares (representing approximately 14.7 per cent. of the MEL Shares in issue as at the close of business on 3 April 2018, being the last Business Day before the date of this Announcement, and approximately 34.8 per cent. of the Remaining MEL Shares).

Further details of the irrevocable commitments are contained in Appendix 3 to this Announcement.

7. Information on MEL

MEL is a large independent power producer in the Indian renewable energy sector. The Company has a portfolio of 1,743 MW of installed and under construction renewable power projects across nine Indian states (Punjab, Rajasthan, Gujarat, Madhya Pradesh, Maharashtra, Andhra Pradesh, Telangana, Karnataka and Tamil Nadu). The Company also has one of the largest wind data banks in India, with over 200 wind mast locations across the country.

In the six months ended 30 June 2017, the Company reported revenue of US$228.5 million, EBITDA of US$82.3 million and net assets of US$143.8 million with net debt as at 30 June 2017 of US$1,059.5 million. As at 31 December 2017, net debt had increased to US$1,364.3 million. Other than the increase in net debt there has been no significant change in the Company's financial position since 30 June 2017.

8. Information on REHL

REHL is a special purpose vehicle that was established by the Trust in November 2017 for the purpose of acquiring MEL. REHL's principal investment will be the proposed acquisition of MEL Shares pursuant to the Offer or otherwise. REHL is wholly owned by the Trust, a Jersey based discretionary trust settled by Ravi Kailas, the Chairman of MEL, of which he and some of his family members (including Vikram Kailas, the Vice Chairman and MD of MEL), and also a philanthropic trust, are discretionary beneficiaries. The Trust holds the Trust Shares.

9. Directors, management and employees and locations of business

Following the completion of the Offer, REHL intends to support MEL and its employees in executing its existing goal - to be a leading renewable energy independent power producer in India - which it intends to achieve by continuing to build sustainable wind and solar plants at scale that meet its return requirements. REHL recognises the importance of the skills, experience and industry knowledge of the existing MEL management and employees in accomplishing this goal.

MEL has investigated the possibility of extending its business into related fields on a limited scale, such as the provision to third parties of engineering, procurement and construction services or asset management services, which it currently predominantly only undertakes for its own projects, or electric mobility. REHL intends to continue investigating these possibilities. MEL also does not currently have a research and development function, and REHL does not intend to establish one.

REHL confirms that, following completion of the Offer, the existing contractual rights of all existing MEL employees will be safeguarded. There are no material changes expected in the conditions of employment or the balance of the skills and functions of the employees and management.

MEL conducts an annual review of the management and staffing needs of the MEL group as part of its annual operating plan, which includes a performance review of every member of staff. This review occurs in April each year, and REHL intends to ensure MEL continues that process going forward. The historic annual attrition rate of 10-15% is expected to continue, but the 2018 review may result in the elimination of an additional 3-5% of headcount within MEL, as REHL seeks to continue to improve organisational efficiency within MEL.

REHL has no intention of changing the conditions of employment of MEL staff (including their entitlement to pension contributions). Each of MEL's non-executive directors Rohit Phansalkar and Russell Walls has confirmed that he intends to resign from the MEL board, conditional upon and with effect from the Offer being declared wholly unconditional and MEL being delisted.

As stated above, REHL believes that the AIM market does not provide an attractive forum to raise additional capital, and moreover that it restricts MEL's access to a broader, more efficient range of financing options. Following the completion of the Offer, REHL intends to pursue a wide range of opportunities to recapitalise MEL to obtain further capital to support the growth of its solar and wind businesses, which may include:

i. a listing of MEL or one of its subsidiaries on an alternate share exchange

ii. a listed or unlisted "yieldco" structure

iii. issuance of a listed or unlisted bond to reduce the overall cost of debt

iv. further senior or mezzanine debt issuances

v. investment from private equity capital providers

vi. other such capital opportunities as MEL and/or REHL may identify from time to time

REHL does not intend to pursue any such strategies that are likely to have a material impact on either employment or on the locations of MEL's places of business (including on the location of its headquarters and headquarters functions).

REHL has no plans to change the locations of MEL's place of business (including its headquarters).

REHL intends that the employer's pension scheme will be maintained in accordance with contractual and statutory requirements. REHL intends to maintain the accrual of benefits for existing members and the contribution of employer benefits into the scheme, along with the admission of new members under the same terms in accordance with the terms currently offered by MEL to its employees. There is no pension deficit to be funded.

MEL's fixed assets largely comprise immovable renewable energy projects and REHL has no intention to redeploy these assets.

MEL does not currently maintain any existing trading facilities for securities in MEL. REHL does not intend to establish one.

10. Current trading

As at 31 December 2017, net debt of the Company had increased to US$1,364.3 million. Other than the increase in net debt there has been no significant change in the Company's financial position since 30 June 2017.

11. Financing of the Offer

REHL will finance the entire cash consideration payable to MEL Shareholders under the terms of the Offer from resources provided pursuant to the Facility Agreement.

Craven Street Capital Limited, as exclusive financial adviser to REHL, is satisfied that sufficient resources are available to REHL to satisfy in full the cash consideration payable to MEL Shareholders under the terms of the Offer.

12. Structure of the Offer

Terms and conditions

Appendix 1 to this Announcement sets out the Conditions and certain further terms to which the Offer will be subject. The full terms and conditions of the Offer will be set out in the Offer Document and, in respect of MEL Shares held in certificated form, the Form of Acceptance accompanying the Offer Document.

It is intended that the Offer will be implemented by means of a takeover offer in accordance with Part XVIII of the Companies Law. However, REHL reserves the right, subject to the provisions of the Takeover Code and the consent of the Panel, to implement the Offer by way of a court-sanctioned scheme of arrangement under Part VIII of the Companies Law.

Further details of the Offer, including an indicative timetable for the implementation of the Offer, will be set out in the Offer Document, which, together with the Form of Acceptance, is expected to be despatched to MEL Shareholders as soon as practicable and, in any event, (save with the consent of the Panel) within 28 days of this Announcement.

The Offer Document and Form of Acceptance will be made available to all MEL Shareholders at no charge to them.

Compulsory acquisition and delisting

If REHL receives acceptances under the Offer in respect of, and/or otherwise acquires, not less than 90 per cent. in value of the shares affected by the Offer (within the meaning set out in section 337 and section 337A of the Companies Law), REHL intends to exercise its rights pursuant to section 337 of the Companies Law to compulsorily acquire the MEL Shares affected by the Offer (within the meaning set out in section 337 and section 337A of the Companies Law) not already acquired by it.

If REHL receives acceptances under the Offer in respect of, and/or otherwise acquires, not less than 37.1 per cent. in value of the shares affected by the Offer (within the meaning set out in section 337 and section 337A of the Companies Law), being the amount (when taken together with those of the Trust Shares that are held by the Trust at the date of this Announcement and those which are capable of being exercised as soon as practicable following the date of this Announcement) required for the REHL Group to hold 75% of the then issued voting ordinary shares of MEL, REHL intends to seek to cancel the admission of MEL Shares to trading on AIM ("Cancellation"). In accordance with AIM Rule 41, MEL hereby gives notice of the intended Cancellation which, subject to the Offer becoming unconditional in all respects, will take place at least 5 business days thereafter and no earlier than 7:00 a.m. on 2 May 2018. MEL will provide further details of the Cancellation timetable in due course although, for the avoidance of doubt, if the conditions of the Offer are not met Cancellation will not take place.

Cancellation will materially and adversely affect the liquidity and marketability of any MEL Shares in respect of which the Offer has not been accepted.

Pursuant to the Takeover Code, after the Offer becomes or is declared unconditional in all respects, the Offer will remain open for acceptance for a further period of not less than 14 calendar days in order to allow MEL Shareholders who wish to accept the Offer to do so.

13. Disclosure of Interests

 

As at the close of business on 3 April 2018, being the last Business Day before the date of this Announcement, the REHL Group held 106,296,019 MEL Shares, comprised of 94,751,030 shares currently in issue, as well as options over 11,544,989 MEL Shares pursuant to the MEL Option Schemes.

 

As at 3 April 2018, being the latest practicable date before the publication of this Announcement, the following persons (each of whom is a member of the REHL Group) held an interest in relevant MEL securities:

Name

Number of MEL Shares

Percentage of existing issued MEL Shares (approx.)

Number of MEL Shares held pursuant to the MEL Option Schemes

The Trust

94,751,030

57.9%

11,544,989

Ravi Kailas and Vikram Kailas are both Discretionary Beneficiaries (as defined in the Trust Deed constituting the Trust) of the Trust which holds options over 11,544,989 MEL Shares pursuant to the MEL Option Schemes, 9,803,323 of which will be exercised as soon as practicable following the release of this Announcement, and the remaining 1,741,666 of which will be exercised as soon as practicable following the Offer being declared unconditional in all respects.

As at the close of business on 3 April 2018, being the last Business Day before the date of this Announcement, the only MEL Shareholder deemed to be acting in concert with the REHL Group is Robert Keith Smith, Executive Vice President of REHL and Executive Vice President of MEL, who holds 5,246 MEL Shares.

Save in respect of the irrevocable commitments referred to in paragraph 6 above, and as disclosed in this paragraph 13, neither any member of the REHL Group, nor any of the REHL Directors nor, so far as the REHL Directors are aware, any party acting in concert with REHL as at 3 April 2018, being the latest practicable date before the publication of this Announcement:

· had any interest in, or right to subscribe for, any MEL Shares; or

· had any short position (whether conditional or absolute and whether in the money or otherwise) including any short position under a derivative, in MEL Shares, nor any arrangement in relation to MEL Shares.

For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery and borrowing and lending of MEL Shares. An "arrangement" also includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to MEL Shares which may be an inducement to deal or refrain from dealing in such securities.

MEL confirms that it will today make an Opening Position Disclosure, setting out the details required to be disclosed by it under Rule 8.2(a) of the Takeover Code.

14. Offer-related arrangements

Confidentiality Agreement

REHL and MEL have entered into a mutual non-disclosure agreement dated 9 March 2018 pursuant to which each of REHL and MEL has agreed, amongst other things, to keep certain information relating to the other party confidential and not to disclose it to third parties (other than to certain permitted parties) unless required by law or regulation.

 

 

15. MEL Option Schemes

Participants in the MEL Option Schemes will be contacted separately regarding the effect of the Offer on their rights under the MEL Option Schemes and provided with further details of REHL's proposals in due course. Details of the proposals will be set out in the Offer Document and in separate letters to be sent to participants in the MEL Option Schemes.

16. Overseas Shareholders

The availability of the Offer to MEL Shareholders who are not resident in the UK or Guernsey may be affected by the laws and/or regulations of their relevant jurisdiction. Therefore, any persons who are subject to the laws and/or regulations of any jurisdiction other than the UK or Guernsey should inform themselves about, and observe, any applicable legal or regulatory requirements in their jurisdiction. Further details in relation to overseas shareholders will be set out in the Offer Document. If you are in any doubt, you should consult your professional adviser in the relevant jurisdiction without delay.

17. Documents published on website

The following documents will be published by no later than 12 noon (London time) on the Business Day following this Announcement on MEL's website at www.mytrah.com and will be made available there until the end of the offer period.

· a copy of this Announcement;

· the irrevocable commitments referred to in paragraph 6 and set out in Appendix 3 to this Announcement;

· the Confidentiality Agreement; and

· the Facility Agreement.

The content of MEL's website is not incorporated into and does not form part of this Announcement.

18. General

The Offer will be subject to the Conditions and certain further terms set out in Appendix 1 to this Announcement and to the full terms and conditions which will be set out in the Offer Document and, in respect of MEL Shares held in certificated form, the Form of Acceptance accompanying the Offer Document. Appendix 2 to this Announcement contains the bases and sources of certain information used in this summary and this Announcement. Appendix 3 to this Announcement contains details of the irrevocable commitments received by REHL in relation to the Offer that are referred to in this Announcement. Appendix 4 to this Announcement contains definitions of certain terms used in this summary and this Announcement.

 

Enquiries:

Raksha Energy Holdings LimitedKathryn Tully

+44 (0)1534 825 200

Craven Street Capital Limited (Financial Adviser to REHL)Soondra AppavooCharles Lens 

+44 (0)20 3890 8654

Mytrah Energy Limited (via Yellow Jersey PR Limited)Russell Walls

Rohit Phansalkar 

+44 (0)7555 159 808

Investec (Rule 3 Financial Adviser to MEL)Jeremy Ellis

Chris Sim

George Price

+44 (0)20 7597 4000

Yellow Jersey PR Limited

Charles Goodwin

Abena Affum

+44 (0)7747 788 221

+44 (0)7555 159 808

 

Squire Patton Boggs (UK) LLP and Mourant Ozannes LP are retained as legal advisers to REHL.

Gowling WLG (UK) LLP and Carey Olsen (Guernsey) LLP are retained as legal advisers to MEL.

Important notices relating to financial advisers and brokers

Craven Street Capital Limited, which is an appointed representative of Resolution Compliance Limited which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as exclusive financial adviser to REHL and no one else in connection with the Offer. In connection with such matters, Craven Street Capital Limited, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to herein.

Investec, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as exclusive financial adviser to MEL and no one else in connection with the Offer. In connection with such matters, Investec, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to herein.

Further information

This Announcement is for information purposes only and 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 the Offer or otherwise. This Announcement does not constitute a prospectus or a prospectus equivalent document.

The Offer will be made solely by means of the Offer Document, and in respect of MEL Shares held in certificated form, the Form of Acceptance accompanying the Offer Document, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any response to the Offer should be made only on the basis of information contained in those documents. MEL Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been despatched.

This Announcement has been prepared for the purposes of complying with English law, Guernsey law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom and Guernsey.

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom and Guernsey and the ability of the MEL Shareholders who are not resident in the United Kingdom or Guernsey to participate in the Offer may be restricted by the laws and/or regulations of those relevant jurisdictions. Therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom or Guernsey or MEL Shareholders who are not resident in the United Kingdom or Guernsey will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to Overseas Shareholders will be contained in the Offer Document.

The Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national state or other securities exchange of, any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities.

Accordingly, copies of this Announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this Announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction.

Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this Announcement and/or the Offer Document and/or any other related document to a jurisdiction outside the United Kingdom or Guernsey should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

The receipt of cash pursuant to the Offer by MEL Shareholders may be a taxable transaction under applicable national, state and local, as well as foreign and other tax laws. Each MEL Shareholder is urged to consult their independent financial adviser regarding the tax consequences of accepting the Offer.

Forward-looking statements

This Announcement contains statements that are or may be forward-looking statements. All statements other than statements of historical facts included in this Announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "should", "could", "would", "may", "anticipates", "estimates", "synergy", "cost-saving", "projects", "goal", "asset values" or "strategy" or, words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, asset values, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of REHL's or MEL's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on REHL's or MEL's business.

These forward-looking statements are not guarantees of future financial performance and are naturally subject to uncertainty and changes in circumstances. Except as expressly provided in this Announcement, they have not been reviewed by the auditors of REHL or MEL. By their nature, such forward-looking statements involve known and unknown risks and uncertainties, because they relate to events and depend on circumstances that will occur in the future, and are based on certain key assumptions, and the factors described in the context of such forward-looking statements in this Announcement could cause actual results, outcomes and developments to differ materially from those expressed in or implied by such forward-looking statements and such statements are therefore qualified in their entirety by the risks and uncertainties surrounding these future expectations. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the entities' ability to control or estimate precisely, such as, but not limited to, general business and market conditions both globally and locally, political, economic and regulatory forces, industry trends and competition, future exchange and interest rates, changes in government and regulation including in relation to health and safety, the environment, labour relations and tax rates and future business combinations or dispositions. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to REHL or MEL or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. REHL and MEL disclaim any obligation to update any forward-looking or other statements contained herein, except as required by applicable law or regulations.

No profit forecast

No statement in this Announcement is intended to constitute a profit forecast for any period, nor should any statements be interpreted to mean that earnings or earnings per share will necessarily be greater or less than those of the preceding financial periods for MEL.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 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 Takeover Code, any person who is, or becomes, interested in 1 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 Takeover 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.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Takeover Code, MEL announces that as at the date of this Announcement it has 163,636,000 ordinary shares of no par value in issue and admitted to trading on the AIM market of the London Stock Exchange. The International Securities Identification Number for the MEL Shares GG00B64BJ143.

Information relating to MEL Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by MEL Shareholders, persons with information rights and other relevant persons for the receipt of communications from MEL may be provided to REHL during the offer period as required under Section 4 of Appendix 4 to the Takeover Code.

Publication on website

A copy of this Announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on MEL's website at www.mytrah.com by no later than 12 noon (London time) on the Business Day following the date of this Announcement. For the avoidance of doubt the content of that website is not incorporated into, and does not form part of, this Announcement.

A hard copy of this Announcement will be sent to MEL Shareholders (other than MEL Shareholders who have elected to receive electronic communications) in the near future. MEL Shareholders may request a hard copy of this Announcement by contacting the Company Secretary during business hours on +91 40 337 60103 or by submitting a request in writing to the Company Secretary at MEL, Uday.Chandra@mytrah.com. MEL Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

 

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Reduction of Offer consideration in the event of dividend and/or distribution and/or return of capital

The MEL Shares will be acquired by REHL under the Offer fully paid and free from all liens, charges, equitable interests, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature together with all rights now or hereafter attaching thereto, including the right to receive in full and retain all dividends and other distribution (if any) declared, made or paid on or after the date of this Announcement. If any such dividend and/or other distribution and/or return of capital is proposed, declared, made, paid or payable by MEL on or after the date of this Announcement, REHL reserves the right to reduce by the amount of such dividend and/or distribution and/or return of capital the Offer consideration payable in respect of a MEL Share, except insofar as the MEL Share is or will be transferred on a basis which entitles REHL alone to receive the dividend and/or distribution and/or return of capital but if that reduction in consideration has not been effected, the person to whom the consideration payable under the Offer is paid in respect of that MEL Share will be obliged to account to REHL for the amount of such dividend and/or distribution and/or return of capital.

 

Appendix 1Conditions to and certain further terms of the Offer

 

The Offer will be subject to the conditions and be made on the terms set out in this Appendix and in the Offer Document and the Form of Acceptance.

Part A: Conditions of the Offer

1 Acceptance Condition

The Offer will be subject to valid acceptances being received (and not, where permitted, withdrawn) by no later than 1:00 p.m. (London time) on the first closing date of the Offer (or such later time(s) and/or date(s) as REHL may, with the consent of the Panel or in accordance with the Takeover Code, decide) in respect of 25,525,140 MEL Shares.

2 Other Conditions

In addition, subject as stated in Part B below and the requirements of the Panel, the Offer will also be conditional upon the satisfaction or, where relevant, waiver of the following Conditions:

(i) except as Disclosed, there being no provision of any arrangement, agreement, licence or other instrument to which a member of the Wider MEL Group is a party, or by or to which any of those members or any of their assets may be bound or be subject, which would or is reasonably likely to, in consequence of the Offer and/or the proposed acquisition of any Remaining MEL Shares by REHL, result in:

(A) monies borrowed by or other indebtedness of any such member being or becoming repayable or capable of being declared repayable prior to their stated maturity or repayment date or the ability of any such member to incur indebtedness being withdrawn or inhibited;

(B) any arrangement, agreement, licence, or other instrument being terminated or adversely modified or adverse action being taken or an onerous obligation arising under it;

(C) the interests or business of any member of the Wider MEL Group in or with another firm, venture, company, body or asset (or any arrangements relating to that business or interests) being terminated, adversely modified or adversely affected;

(D) any member of the Wider MEL Group ceasing to be able to carry on business under a name under which it presently does so;

(E) the creation of a mortgage, charge, security or other interest over the whole or any part of the business, property or assets of any member of the Wider MEL Group or any such security (whenever arising or having arisen) becoming enforceable; or

(F) the disposal of assets or creation of liabilities by any member of the Wider MEL Group (other than in the ordinary course of business),

in each case which is material in the context of the Wider MEL Group taken as a whole;

(ii) all material notifications and filings which are necessary in the context of the Offer having been made, all appropriate waiting and other time periods (including any extensions of such waiting and other time periods) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory or regulatory obligations in any relevant jurisdiction having been complied with in all material respects in each case in connection with the Offer, or the acquisition or proposed acquisition of any shares or other securities in, or control or increased control or management of, MEL or any other member of the Wider MEL Group by any member of the REHL Group or the carrying on by any member of the Wider MEL Group of its business in the ordinary course as at the date hereof, in each case where the absence of such notification, filing or application would have a material adverse effect on the Wider MEL Group taken as a whole, excluding in all such cases any obligation to obtain approval of the Offer from the shareholders of any member of the REHL Group;

(iii) all material Authorisations in any jurisdiction which are necessary for, or in respect of, or required for the implementation of, the Offer, or any acquisition of or any proposed acquisition of any shares in, or control or management of, MEL or any other member of the Wider MEL Group by REHL or any member of the REHL Group having been obtained from any Third Parties (excluding in all such cases any Authorisations from the shareholders of any member of the REHL Group) and all such Authorisations remain in full force and effect and no such Third Party or relevant person or body having given notice of its intention to revoke, suspend, restrict, modify or not to renew any of the same, in each case where the absence of such Authorisation would have a material adverse effect on the Wider MEL Group taken as a whole;

(iv) no Third Party, including any antitrust regulator having intervened and there not continuing to be outstanding any statute, regulation, order or decision of any Third Party in each case that would:

(A) make the Offer or its implementation illegal, prohibited, void or unenforceable under the laws of any jurisdiction;

(B) make the acquisition or proposed acquisition of any shares in, or control or increased control or management of, MEL or any member of the Wider MEL Group by REHL or any member of the REHL Group illegal, void or unenforceable in any jurisdiction;

(C) otherwise directly or indirectly materially prevent, prohibit, restrict, restrain, materially delay or interfere in the implementation of, or impose additional material conditions or obligations with respect to, or otherwise materially impede, challenge, interfere with, or require material adverse amendment to, the Offer or any acquisition or proposed acquisition of the Remaining MEL Shares or the acquisition of control or increased control or management of MEL or the Wider MEL Group by REHL or any member of the REHL Group, in any such case to an extent which is material in the context of the Wider MEL Group taken as a whole;

(D) require, prevent or materially delay the divestiture or alter the terms for any proposed divestiture by any member of the REHL Group of any MEL Shares or other securities in MEL or of all or any part of their respective businesses, assets or property, or impose any limitation on the ability of any member of the Wider MEL Group or the REHL Group to conduct any of their respective businesses or own or control any of their respective assets or property or any part thereof in each such case to an extent which is material in the context of the Offer;

(E) materially limit or materially delay, or impose any material limitation on the ability of any member of the Wider MEL Group or the REHL Group to acquire or hold or exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or other securities or the equivalent in any member of the Wider MEL Group or to exercise management control over any member of the Wider MEL Group (or increase such control) or any member of the REHL Group;

(F) except pursuant to Sections 337, 337A and 339 of the Companies Law or to an order of the Royal Court of Guernsey pursuant to a scheme of arrangement implemented in accordance with paragraph 6 below, require any member of the Wider MEL Group or of the REHL Group to acquire or to offer to acquire any shares or other securities (or the equivalent) in any member of the Wider MEL Group or any member of the REHL Group owned by any third party or to sell or offer to sell any shares or other securities (or their equivalent) or any interest in any of the assets owned by any member of the Wider MEL Group or the REHL Group, in each such case to an extent which is material in the context of the Offer;

(G) limit the ability of any member of the Wider MEL Group or the REHL Group to conduct or integrate or coordinate its business, or any part of it, with the businesses or any material part of the businesses of any other member of the Wider MEL Group; or

(H) result in any member of the Wider MEL Group or the REHL Group ceasing to be able to carry on business under any name under which it presently does so or ceasing to be able to use in its business any name, trademark or other intellectual property right which it at present uses in each case on the same basis and terms as at present apply to an extent which is material in the context of the Wider MEL Group taken as a whole or the REHL Group taken as a whole,

and all applicable waiting and other time periods during which any Third Party could announce or notify any decision to take, institute, implement or threaten any such action, proceedings, suit, investigation, reference or enquiry, or make, propose or enact any statute, regulation, decision or order or take any measures or other steps or require any action to be taken or information to be provided or otherwise intervene under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated.

 

 

(v) other than as Disclosed, since 30 June 2017:

(A) no steps having been taken which are reasonably likely to result in the withdrawal (without replacement), cancellation or termination of any licence, permit, authorisation or consent held by any member of the Wider MEL Group which is necessary for the carrying of its business and the withdrawal, cancellation or termination of which is likely to have a material adverse effect on the Wider MEL Group taken as a whole;

(B) no enquiry or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider MEL Group having been threatened in writing, announced, implemented or instituted or remaining outstanding by, against or in respect of, any member of the Wider MEL Group which in any such case is material in the context of the Wider MEL Group taken as a whole;

(C) no member of the Wider MEL Group having conducted its business in breach of any applicable laws and regulations in any material respect which in any case is material in the context of the Wider MEL Group taken as a whole; and

(D) no litigation or arbitration proceedings, prosecution, investigation or other legal proceedings having been announced, implemented, instituted, threatened in writing or remaining outstanding by, against or in respect of, any member of the Wider MEL Group or to which any member of the Wider MEL Group is, or is reasonably likely to become, a party (whether as claimant, defendant or otherwise) which in each case is material in the context of the Wider MEL Group taken as a whole.

(vi) other than as Disclosed, no member of the Wider MEL Group having, since 30 June 2017:

(A) save for options granted and/or the issue of shares on the exercise of options granted prior to the time of this Announcement under the MEL Option Schemes, issued or authorised or proposed the issue of additional shares of any class or securities convertible into, or rights, warrants or options to subscribe for or acquire, any shares or other securities or reduced any part of its share capital (save as between MEL and wholly-owned subsidiaries of MEL);

(B) declared, paid or made or proposed to declare, pay or make a dividend, bonus or other distribution (whether payable in cash or otherwise) in respect of any shares in MEL;

(C) authorised or proposed or made an announcement of an intention to propose a merger or demerger or acquisition or change in its share or loan capital or, save in the ordinary course of business, a disposal of assets, creation of a mortgage or encumbrance over assets (or any right, title or interest in any assets) or an issue of debentures which in each case is material in the context of the Wider MEL Group taken as a whole;

(D) otherwise than in the ordinary course of business, incurred or increased any indebtedness or contingent liability which is material in the context of the Wider MEL Group taken as a whole, or entered into a contract, arrangement, reconstruction or amalgamation which is material in the context of the Wider MEL Group taken as a whole;

(E) purchased, redeemed or announced a proposal to purchase or redeem any of its own shares or other securities which is material in the context of the Wider MEL Group taken as a whole;

(F) proposed a voluntary winding-up which is material in the context of the Wider MEL Group taken as a whole;

(G) been unable, or admitted in writing that it is unable, to pay its debts or stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(H) waived or compromised a claim which is material in the context of the relevant member of the Wider MEL Group;

(I) disposed or transferred, mortgaged or encumbered assets or any right, title or interest in an asset or entered into a contract or commitment (whether in respect of capital expenditure or otherwise) which is of a long-term or unusual nature or which involves or could involve an obligation of a nature or magnitude which is material in the context of the Wider MEL Group taken as a whole;

(J) entered into or varied the terms of a service or consultancy agreement with or in respect of the services of any of the non-executive directors of MEL which is material in the context of the Wider MEL Group taken as a whole; or

(K) entered into an agreement or commitment or passed a resolution with respect to a transaction or event referred to in this sub-paragraph (vi) (other than those specifically excluded).

(vii) other than as Disclosed, since 30 June 2017:

(A) there having been no receiver or administrative receiver or administrator appointed over a part of the assets that is material in the context of the Wider MEL Group taken as a whole of any member of the Wider MEL Group or analogous proceedings or steps having taken place under the laws of any relevant jurisdiction and there having been no application made, or notice of intention filed, in respect of the foregoing in relation to any such member of the Wider MEL Group or any equivalent proceedings or steps taken under the laws of any relevant jurisdiction;

(B) there having been no material adverse change in the financial or trading position or prospects of a member of the Wider MEL Group which is material in the context of the Wider MEL Group taken as a whole;

(C) no litigation, arbitration proceedings, prosecution or other legal proceedings having been instituted or threatened or remaining outstanding against or by a member of the Wider MEL Group (whether as plaintiff or defendant or otherwise) which are material in the context of the Wider MEL Group taken as a whole; and

(D) no contingent liability having arisen other than in the ordinary course of business which would or is reasonably likely to materially adversely affect the Wider MEL Group taken as a whole.

(viii) Since 30 June 2017, and save as Disclosed, REHL not having discovered:

(A) that the financial or business information concerning the Wider MEL Group as contained in the information publicly disclosed at any time by a member of the Wider MEL Group either contains a misrepresentation of fact or omits a fact necessary to make the information contained in it not materially misleading or that any contingent liability disclosed in that information would or is reasonably likely to adversely affect the business, profits or prospects of a member of the Wider MEL Group the effect of which is, in each case, material in the context of the Wider MEL Group taken as a whole;

(B) that a past or present member of the Wider MEL Group has not complied with all applicable legislation or regulations of any jurisdiction with regard to the disposal, spillage or leak of waste or disposal or emission of hazardous substances and that this non-compliance would be likely to give rise to a liability (whether actual or contingent) on the part of a member of the Wider MEL Group which is material in the context of the Wider MEL Group taken as a whole;

(C) that there has been a disposal, spillage or leak of waste or hazardous substances on, or there has been an emission of waste or hazardous substances from, a property now or previously owned, occupied or made use of by a past or present member of the Wider MEL Group which would be likely to give rise to any liability (whether actual or contingent) on the part of any member of the Wider MEL Group which is material in the context of the Wider MEL Group taken as a whole;

(D) that there is a liability (whether actual or contingent) to make good, repair, reinstate or clean-up any property now or previously owned, occupied or made use of by a past or present member of the Wider MEL Group under any environmental legislation, regulation or order of any Third Party which is material in the context of the Wider MEL Group taken as a whole; or

(E) that circumstances exist (whether as a result of the making of the Offer or otherwise) which would be likely to lead to any Third Party instituting, or as a result of which a member of the Wider MEL Group or a present or past member of the Wider MEL Group would be likely to be required to institute, an environmental audit or to take other steps which would in any such case be likely to result in an actual or contingent material liability which is material in the context of the Wider MEL Group taken as a whole to make good, repair, reinstate, or clean up property now or previously owned, occupied or made use of by a member of the Wider MEL Group; or

(F) that circumstances exist as a result of which a person or class of persons would be reasonably likely to have a claim in respect of a product or process of manufacture or materials used in them now or previously manufactured, sold or carried out by a past or present member of the Wider MEL Group which would be reasonably likely to adversely to affect, to an extent which is material in the context of the Wider MEL Group taken as a whole, a member of the Wider MEL Group;

and for the purposes of this sub-paragraph (viii) a person shall be deemed to own or have owned property if it has or had (as the case may be) any interest in it.

 

Part B: Certain further terms of the Offer

1 REHL reserves the right (subject to the requirements of the Takeover Code and the Panel) to waive all or any of the Conditions in Part A above (other than the acceptance Condition in paragraph 1) in whole or in part, at its absolute discretion.

2 REHL reserves the right (subject to the requirements of the Takeover Code and the Panel) to treat the acceptance condition in Paragraph 1 of Part A above as satisfied if a lower number of acceptances than specified therein are received by REHL on the basis specified therein.

3 Unless a Condition is previously invoked by REHL in accordance with the Takeover Code, REHL shall be deemed to have waived all of the other Conditions at the time that the Offer becomes or is declared unconditional as to acceptances.

4 Subject to paragraph 5, the Offer will lapse (and will not proceed) unless all Conditions of the Offer are fulfilled or (if capable of waiver) waived or, where appropriate, determined by REHL to have been or remain satisfied, by midnight (London time) on the date which is 21 days after the later of the first closing date and the date on which the Offer becomes or is declared unconditional as to acceptances (or such later date (if any) as REHL and MEL may, with the consent of the Panel, agree).

5 The effect of the Offer lapsing is that the Offer will cease to be capable of further acceptance and that any MEL Shareholders who have accepted the Offer will cease to be bound by prior acceptances of the Offer.

6 REHL reserves the right, subject to the prior consent of the Panel, to implement the Offer by way of a court-sanctioned scheme of arrangement under Part VIII of the Companies Law. In such event, such scheme of arrangement will be implemented on the same terms, so far as applicable, as those which would apply to the Offer as set out in this Announcement, subject to appropriate amendments to reflect the change in method of effecting the Offer.

7 Under Rule 13.5 of the Takeover Code, REHL may not invoke a Condition so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the Conditions are of material significance to REHL in the context of the Offer. The Condition contained in paragraph 1 of Part A above is not subject to this provision of the Takeover Code.

8 The MEL Shares will be acquired by REHL fully paid and free from all liens, charges, equitable interests, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights attaching to them, including, without limitation, the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid, or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this Announcement in respect of them. Accordingly insofar as a dividend and/or distribution and/or a return of capital is proposed, declared, made, paid or payable by MEL in respect of a MEL Share on or after the date of this Announcement, REHL reserves the right to reduce by the amount of the dividend and/or distribution and/or return of capital, the consideration payable under the Offer in respect of a MEL Share except insofar as the MEL Share is or will be transferred on a basis which entitles REHL alone to receive the dividend and/or distribution and/or return of capital but if that reduction in consideration has not been effected, the person to whom the consideration payable under the Offer is paid in respect of that MEL Share will be obliged to account to REHL for the amount of such dividend and/or distribution and/or return of capital.

9 The Offer, will be governed by English law and will be subject to the Conditions and further terms set out in this Announcement and in the Offer Document. The Offer will also be subject to the Companies Law and the applicable rules and regulations of the FCA, the Panel, the London Stock Exchange, the AIM Rules and the Takeover Code. 

10 Each of the Conditions contained in this Announcement shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

11 The Offer shall lapse (and shall not proceed) if, before 3:00 p.m. on the first closing date or the date when the Offer becomes or is declared unconditional as to acceptances, whichever is later:

(a) in so far as the Offer or any matter arising from or relating to the Offer constitutes a concentration with a Community dimension within the scope of the Merger Regulation, the European Commission either initiates proceedings under Article 6(1)(c) of the Merger Regulation or makes a referral to a competent authority in the United Kingdom under Article 9(1) of the Merger Regulation and there is then a CMA Phase 2 Reference; or

(b) the Offer or any matter arising from or relating to the Offer becomes subject to a CMA Phase 2 Reference.

12 The Offer shall extend to all MEL Shares which are unconditionally allotted or issued following the date of this Announcement other than the Trust Shares.

13 The availability of the Offer to persons not resident in the United Kingdom or Guernsey may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom or Guernsey should inform themselves about and observe any applicable requirements.

14 The MEL Shares will be acquired by REHL under the Offer fully paid and free from all liens, charges, equitable interests, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature together with all rights now or hereafter attaching thereto, including the right to receive in full and retain all dividends and other distribution (if any) declared, made or paid on or after the date of this Announcement. If any such dividend and/or other distribution and/or return of capital is proposed, declared, made, paid or payable by MEL on or after the date of this Announcement, REHL reserves the right to reduce by the amount of such dividend and/or distribution and/or return of capital the Offer consideration payable in respect of a MEL Share, except insofar as the MEL Share is or will be transferred on a basis which entitles REHL alone to receive the dividend and/or distribution and/or return of capital but if that reduction in consideration has not been effected, the person to whom the consideration payable under the Offer is paid in respect of that MEL Share will be obliged to account to REHL for the amount of such dividend and/or distribution and/or return of capital.

 

 

Appendix 2

SOURCES OF INFORMATION AND BASES OF CALCULATIONS

The value of MEL as implied by the terms of the Offer price of 45 pence per MEL Share is based on the issued ordinary share capital of MEL as at 3 April 2018 (being the last Business Day prior to the date of this Announcement) being 163,636,000 MEL Shares (per the confirmation by MEL pursuant to Rule 2.9 of the Takeover Code set out in this Announcement) plus a maximum of 11,754,326 MEL Shares issuable as a result of the vesting of options under the MEL Option Schemes in connection with the Offer.

Further sources of information regarding data reported in this Announcement are as follows:

· the Closing Price of the MEL Shares of 27.5 pence on 3 April 2018 (being the last Business Day prior to the commencement of the offer period) is the closing middle market price of a MEL Share derived from the AIM Market of the London Stock Exchange;

· the average Closing Price of 29.5 pence per MEL Share since 4 January 2018, being the three month period before the date of this Announcement, as sourced from S&P Capital IQ;

· the International Securities Identification Number for the MEL Shares is GG00B64BJ143; and

· unless otherwise stated, the financial information relating to MEL is extracted (without adjustment) from the audited results of MEL for the twelve months ended 31 December 2016 or from the interim consolidated results of MEL for the six months ended 30 June 2017.

 

 

 

Appendix 3DETAILS OF IRREVOCABLE COMMITMENTS

Irrevocable commitments

The following Independent MEL Directors who are interested in MEL Shares have given irrevocable commitments to accept (or procure acceptance of) the Offer:

Name

 

Number of MEL Shares

Percentage of existing issued MEL Shares (excluding shares under option) (approx.)

Percentage of Remaining MEL Shares (excluding shares under option) (approx.)

Rohit Phansalkar

7,000

0.00%

0.01%

Russell Walls

30,000

0.02%

0.04%

Total

37,000

0.02%

0.05%

 

 

 

 

 

 

 

 

 

 

 

 

The irrevocable commitments also extend to any MEL Shares which are acquired by the relevant Independent MEL Director subsequently (including any MEL Shares acquired under the MEL Option Schemes).

These irrevocable commitments given by the Independent MEL Directors will continue to be binding in the event that a higher competing offer is made for MEL. The irrevocable commitments given by the Independent MEL Directors will cease to have any effect if:

(a) REHL shall not have announced a firm intention to make the Offer by 13 April 2018 or such later date as MEL and REHL may agree;

(b) the Offer Document has not been posted within 28 days of the issue of this Announcement (or within such longer period as REHL, with the consent of the Panel, determines); or

(c) the Offer is withdrawn or lapses in accordance with its terms.

 

 

 

The following MEL Shareholders who are interested in MEL Shares have given irrevocable commitments to accept (or procure acceptance of) the Offer:

Name

 

Number of MEL Shares

Percentage of existing issued MEL Shares (excluding shares under option) (approx.)

Percentage of Remaining MEL Shares (excluding shares under option) (approx.)

Esrano Overseas Limited

24,000,000

14.7%

34.8%

Total

24,000,000

14.7%

34.8%

 

 

The irrevocable commitments also extend to any MEL Shares which are acquired by the relevant MEL Shareholders subsequently.

These irrevocable commitments given by the MEL Shareholders will continue to be binding in the event that a higher competing offer is made for MEL. The irrevocable commitments given by the MEL Shareholders will cease to have any effect if:

(d) REHL shall not have announced a firm intention to make the Offer by 5 April 2018 or such later date as MEL and REHL may agree;

(e) the Offer Document has not been posted within 28 days of the issue of this Announcement (or within such longer period as REHL, with the consent of the Panel, determines); or

(f) the Offer is withdrawn or lapses in accordance with its terms.

 

 

 

Appendix 4

DEFINITIONS

The following definitions apply throughout this Announcement unless the context requires otherwise:

"AIM"

AIM, a market operated by the London Stock Exchange

"AIM Rules"

the rules of AIM as set out in the publication entitled "AIM Rules for Companies" published by the London Stock Exchange from time to time

"Announcement"

this announcement

"associated undertaking"

shall be construed in accordance with section 1151 of the UK Companies Act 2006

"Authorisations"

 

regulatory authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions or approvals

"Board of REHL" or "REHL Board"

the board of directors of REHL

"Business Day"

 

any day (other than a Saturday, Sunday or public holiday) on which banks in London and Guernsey are open for normal business

"Closing Price"

 

the closing middle market price of a MEL Share on a particular trading day as derived from the Daily Official List

"CMA Phase 2 Reference"

 

a reference of the Offer to the chair of the Competition and Markets Authority for the constitution of a group under Schedule 4 to the UK Enterprise and Regulatory Reform Act 2013

"Companies Law"

The Companies (Guernsey) Law, 2008 (as amended)

"Competition and Markets Authority" or "CMA"

a UK statutory body established under the UK Enterprise and Regulatory Reform Act 2013

"Conditions"

the conditions to the Offer as set out in Part A of Appendix 1

"Confidentiality Agreement"

the mutual non-disclosure agreement dated 9 March 2018 entered into between REHL and MEL

"Daily Official List"

the Daily Official List published by the London Stock Exchange

"Dealing Disclosure"

has the same meaning as in Rule 8 of the Takeover Code

"Disclosed"

 

information that has been disclosed:

(a) in this Announcement;

(b) in any other public announcement to a Regulatory Information Service made by, or on behalf of MEL before 12:00 p.m. on the date of this Announcement;

(c) in MEL's annual report and accounts for the year ended 31 December 2016; or

(d) in MEL's interim consolidated results for the six months ended 30 June 2017.

"EU" or "European Union"

an economic and political union of 28 member states which are located primarily in Europe

"European Commission"

the Commission of the European Union

"Facility Agreement"

 

means the facility agreement to be entered into on or around the date of this Announcement between REHL and Credit Suisse AG, Singapore Branch

"FCA"

the Financial Conduct Authority acting in its capacity as the competent authority for purposes of Part VI of FSMA

"Form of Acceptance"

the form of acceptance for use by MEL Shareholders in connection with the Offer

"FSMA"

the UK Financial Services and Markets Act 2000, as amended

"Guernsey"

the island of Guernsey

"Independent MEL Directors"

the independent directors of MEL being Rohit Phansalkar and Russell Walls

"Investec"

Investec Bank plc

"REHL"

Raksha Energy Holdings Limited, a non-cellular company incorporated under the laws of the Guernsey with registered number 64348 and whose registered office is at Royal Chambers, St. Julian's Avenue, St. Peter Port, Guernsey GY1 2HT

"REHL Directors"

the directors of REHL

"REHL Group"

REHL and its subsidiary and parent undertakings, which for the avoidance of doubt, includes the Trust

"Listing Rules"

the rules and regulations made by the Financial Conduct Authority in its capacity as the UKLA under FSMA, and contained in the UKLA's publication of the same name

"London Stock Exchange"

London Stock Exchange plc

"MEL" or the "Company"

Mytrah Energy Limited, a non-cellular company incorporated under the laws of Guernsey with registered number 52284 and whose registered office is at Ground Floor, Dorey Court, Admiral Park, St. Peter Port, Guernsey GY1 2HT

"MEL Group" or the "Group"

MEL and its subsidiary undertakings

"MEL Option Schemes"

the option award agreements entered into by MEL and the Trust, the Independent MEL Directors and certain employees of MEL on 4 October 2010, 5 October 2011, 10 January 2013 and 13 May 2016, and the MEL Employee Cashless Stock Option Scheme (as amended from time to time)

"MEL Shareholders"

holders of MEL Shares

"MEL Shares"

the existing unconditionally allotted or issued and fully paid (or credited as fully paid) ordinary shares of no par value each in the capital of MEL and any further such shares which are unconditionally allotted or issued fully paid following the date of this Announcement, pursuant to the MEL Option Schemes or otherwise

"Merger Regulation"

Council Regulation (EC) No. 139/2004

"Offer"

the recommended cash offer to be made by REHL to acquire the entire issued and to be issued ordinary share capital of MEL (excluding the Trust Shares) by means of a takeover offer in accordance with Part XVIII of the Companies Law (including, where the context so requires, any subsequent revision, variation, extension or renewal of such offer)

"Offer Document"

the document to be sent to MEL Shareholders containing the terms and conditions of the Offer

"offer period"

the offer period (as defined in the Takeover Code) relating to MEL

"Opening Position Disclosure"

has the same meaning as in Rule 8 of the Takeover Code

"Overseas Shareholders"

MEL Shareholders (or nominees of, or custodians or trustees for, MEL Shareholders) not resident in, or national citizens of, the United Kingdom or Guernsey

"parent" and "parent undertaking"

shall be construed in accordance with the UK Companies Act 2006

"Panel"

the Panel on Takeovers and Mergers

"Regulatory Information Service"

any of the services set out in Appendix I to the Listing Rules

"relevant MEL securities"

 

MEL Shares, any other securities in the capital of MEL which carry voting rights or which are equity share capital, and securities convertible into, rights to subscribe for, options (including traded options) in respect of and derivatives referenced to, any of the foregoing

"Remaining MEL Shares"

68,884,970 MEL Shares, being all the MEL Shares in issue as at the date of this Announcement, excluding the Trust Shares

"Restricted Jurisdiction"

 

any jurisdiction into which, or from which, making an offer in connection with the Offer or this Announcement available would violate the laws of that jurisdiction

"short position"

 

a short position whether conditional or absolute and whether in the money or otherwise including any short position under a derivative, any agreement to sell or any delivery obligations or right to require another person to purchase or take delivery

"subsidiary" and "subsidiary undertaking"

shall be construed in accordance with the UK Companies Act 2006

"Takeover Code"

the City Code on Takeovers and Mergers

"Third Party" or "Third Parties"

 

 

any government or governmental, quasi-governmental, supranational, statutory or regulatory body, court, trade agency or professional association, including, for the avoidance of doubt, the Competition and Markets Authority, the European Commission, the Guernsey Financial Services Commission, the Channel Islands Competition and Regulatory Authority, the Royal Court of Guernsey or any comparable body in any jurisdiction

"Trust"

The Raksha Trust, a Jersey based discretionary trust settled by Ravi Kailas the Chairman of MEL, of which he, some of his family members (including Vikram Kailas, the Vice Chairman and MD of MEL), and a philanthropic trust are discretionary beneficiaries

"Trust Deed"

the trust instrument under the laws of Jersey dated 6 November 2012 between Ravi Kailas and R&H Trust Co (Jersey) Limited constituting the Trust

"Trust Shares"

 

the 106,296,019 MEL Shares held directly or indirectly by The Trust as at the date of this Announcement, which includes 94,751,030 currently issued shares and options pursuant to the MEL Option Schemes in respect of a further 11,544,989 MEL Shares

"UKLA"

the UK Listing Authority, being the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of FSMA

"United Kingdom" or "UK"

the United Kingdom of Great Britain and Northern Ireland

"Wider MEL Group"

MEL, its subsidiary undertakings and its associated undertakings

"£", "GBP", "pounds", "pounds sterling", "Sterling", "pence", "penny" and "p"

the lawful currency of the United Kingdom from time to time

 

 

"$", "US$", and "USD"

the lawful currency of the United States of America from time to time

 

 

In this Announcement (including in the definitions of "MEL Shares" and "Offer"):

(a) any reference to a share or shares of MEL being or to be "unconditionally allotted or issued" on or before a specified date, excludes:

(i) any share held by MEL as a treasury share on the date of the Offer; and

(ii) any share held by MEL as a treasury share after the date of the Offer but before the specified date,

but includes any share that ceases or will cease to be held as a treasury share before the specified date; and

(b) any reference to the entire or all of the "issued and to be issued" share capital of MEL or MEL Shares shall be construed accordingly; and

(c) percentages of voting rights, share capital and relevant MEL securities are calculated by reference to the relevant percentage held and in issue outside treasury.

All references to time in this Announcement are to London times unless otherwise stated.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
OFFSSMSALFASEDL
Date   Source Headline
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4th Aug 20167:00 amRNSGE TO INVEST UP TO USD 31M IN MYTRAH WIND PROJECT
15th Jun 20162:37 pmRNSAGM Results

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