REG - Bagnall Energy Ltd Downing Renew& Infra - Offer for DORE
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RNS Number : 6988N Bagnall Energy Limited 20 June 2025
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INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
20 June 2025
RECOMMENDED CASH ACQUISITION
of
DOWNING RENEWABLES & INFRASTRUCTURE TRUST PLC
by
POLAR NIMROD TOPCO LIMITED
(a newly formed vehicle, wholly-owned by Bagnall Energy Limited)
to be implemented by means of a Court-sanctioned scheme of arrangement under
Part 26 of the Companies Act
Summary
· The boards of directors of Bagnall Energy Limited ("Bagnall")
and Downing Renewables & Infrastructure Trust plc ("DORE") are pleased to
announce that they have reached agreement on the terms of a recommended cash
acquisition, pursuant to which Polar Nimrod Topco Limited ("Bidco"), a
wholly-owned subsidiary of Bagnall, will acquire the entire issued and to be
issued ordinary share capital of DORE that the Bagnall Group does not already
own (the "Acquisition").
· It is intended that the Acquisition will be implemented by
means of a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act (the "Scheme").
· Under the terms of the Acquisition, which will be subject to
the Conditions and further terms set out in Appendix 1 to this announcement
and to the full terms and conditions that will be set out in the Scheme
Document, each Scheme Shareholder at the Scheme Record Time will be entitled
to receive:
for each Scheme Share: 102.6016 pence in cash (the "Offer Price")
· The Offer Price represents:
· a premium of approximately 23.62 per cent. to the Closing
Price of 83.00 pence per DORE Share on 19 June 2025 (being the Latest
Practicable Date);
· a premium of approximately 21.59 per cent. to the volume
weighted average price of 84.38 pence per DORE Share for the one-month period
ended on 19 June 2025;
· a premium of approximately 25.31 per cent. to the volume
weighted average price of 81.88 pence per DORE Share for the three-month
period ended on 19 June 2025;
· a premium of approximately 25.91 per cent. to the volume
weighted average price of 81.49 pence per DORE Share for the twelve-month
period ended on 19 June 2025;
· a discount of approximately 7.46 per cent. to the unaudited
net asset value of DORE as at 31 March 2025 of 112.3602 pence per DORE Share
(the "31 March 2025 NAV"), adjusted for the Q1 DORE Dividend (as defined
below) of 1.4875 pence per DORE Share, resulting in an ex-dividend NAV of
110.8727 pence per DORE Share (the "Ex-Dividend 31 March 2025 NAV"); and
· a discount of approximately 8.69 per cent. to the 31 March
2025 NAV.
· The Offer Price values the entire issued ordinary share
capital of DORE at approximately £174.55 million.
· As announced on 20 May 2025, DORE will pay its first
quarterly interim dividend in respect of the three months ended 31 March 2025
of 1.4875 pence per DORE Share on or around 27 June 2025 to DORE Shareholders
that were on DORE's register of members on 30 May 2025 (the "Q1 DORE
Dividend"). DORE Shareholders that were on DORE's register of members at that
time will be entitled to receive and retain the Q1 DORE Dividend in full.
· In addition, Bagnall's board of directors (the "Bagnall
Board") and DORE's board of directors (the "DORE Board") have agreed that
should the Effective Date of the Scheme fall after 31 August 2025, DORE shall
be entitled to declare a special dividend of 0.5 pence per DORE Share, such
dividend to be declared and paid prior to the Effective Date (the "Special
Dividend" and together with the Q1 DORE Dividend, the "DORE Permitted
Dividends"). DORE Shareholders shall be entitled to receive and retain any
such Special Dividend (in addition to the Q1 DORE Dividend) without any
corresponding reduction to the consideration payable by Bidco for each Scheme
Share under the Acquisition.
· For information on the impact of any other dividend and/or
other distribution made or declared by DORE subsequent to this announcement on
the Offer Price, see paragraph 10 in the body of this announcement below.
· As set out below, Bidco has received indications of support
in the form of irrevocable undertakings and letters of intent from Scheme
Shareholders, which represent, in aggregate, approximately 16.76 per cent. of
DORE's issued ordinary share capital (excluding any shares held in treasury)
and approximately 22.54 per cent. of the Scheme Voting Shares (being those
Scheme Shares eligible to vote at the Court Meeting), in each case as at the
Latest Practicable Date.
· Bidco is a newly-incorporated company formed at the direction
of Bagnall for the purposes of the Acquisition. Bagnall held 25.35 per cent.
of DORE's issued ordinary share capital (excluding any shares held in
treasury) as at the Latest Practicable Date (and is eligible to vote at the
General Meeting but not at the Court Meeting). Bagnall was established in
2013, and its principal activity is to invest in the acquisition, development
and operation of energy generation and infrastructure assets, and to make
loans to energy and infrastructure businesses through its trading entities.
Bagnall aims to preserve capital and deliver a steady return to its investors
through income generation and capital appreciation. Downing LLP (the
"Investment Manager") acts as discretionary investment manager to Bagnall and
also provides certain administrative services to Bagnall. The Investment
Manager also acts as investment manager to DORE.
· In accordance with the requirements of Rule 29 of the Code,
Appendix 4 to this announcement contains a valuation report in respect of
DORE's portfolio of renewable energy infrastructure assets from Forvis Mazars
LLP confirming the valuation as at 31 March 2025 prepared by the Investment
Manager in connection with the 31 March 2025 NAV published by DORE on 20 June
2025. The valuation report will also be included in the Scheme Document.
Background to, and reasons for, the Acquisition
· Bagnall is a long-term private investor with a diverse
portfolio of investments in renewable energy infrastructure assets. Bagnall
has significant experience in the renewable energy infrastructure sector as it
is already a substantial investor in solar power, wind power, hydropower and
battery storage across the UK and Northern Europe. Bagnall has invested in
renewable energy infrastructure assets since 2013 and its portfolio contains
8,649 renewable generation assets across 118 holdings.
· The Bagnall Board believes that renewable energy
infrastructure will be one of the most impactful and lasting investment themes
in the foreseeable future, and DORE's renewable energy infrastructure assets
are a compelling long-term investment opportunity that enhance portfolio
diversification, and enable investors to capitalise on the growing renewable
energy sector. Alongside these benefits, renewable energy infrastructure
assets help to reduce the impact of climate change through the generation of
clean electricity, appealing to investors who are conscious of the
environmental and the social impact of their investments.
· As DORE's largest shareholder since DORE's IPO, the Bagnall
Board is pleased by the progress made by DORE so far under the management of
the Investment Manager. However, the adverse macroeconomic backdrop affecting
DORE and many other alternative funds in the UK investment trust sector has
resulted in DORE's shares consistently trading at a discount to DORE's NAV per
share since the end of September 2022. The Bagnall Board believes that there
can be no certainty or expectation that this discount can be materially
reduced or for the DORE Share price to exceed the Offer Price in the
medium-term.
· The significant and persistent discount to NAV over the past
12 months has prevented DORE from issuing new shares to reach a more
meaningful scale, and has deterred buyers in the secondary market. The Bagnall
Board believes that DORE's lack of scale currently presents a structural
disadvantage and may impact DORE's efficiency and appeal, with higher
operating costs reducing net returns for investors, limited liquidity
deterring institutional investors and a lack of scale restricting DORE's
ability to make new acquisitions. All of these factors may further hinder
DORE's efforts to address its persistent discount to NAV.
· The Bagnall Board wishes to maintain and increase Bagnall's
exposure to DORE's portfolio and strategy and believes that DORE will achieve
greater success as a private vehicle. The privatisation of DORE will also
deliver immediate value crystallisation to DORE's existing shareholders.
Bagnall is well placed to support DORE's existing portfolio as both companies
have been managed by the Investment Manager since inception.
Background to, and reasons for, the DORE Directors' recommendation of the
Offer
· DORE has returned one of the highest NAV total return rates
(including dividends reinvested) in the listed renewable energy infrastructure
sector over the last three years to 31 December 2024. Since IPO, DORE has
generated a NAV total return (including dividends reinvested) of 36.2 per
cent. to 31 March 2025 (inclusive of the Q1 DORE Dividend announced on 20 May
2025), equivalent to an annualised NAV total return of 7.1 per cent., against
the medium-term target of 6.5 to 7.5 per cent. per annum set out at DORE's
IPO.
· The DORE Shares began trading at a share price discount to
NAV from the end of 2022, prompting the DORE Board to initiate share buybacks
in March 2023 as part of a broader effort to narrow the discount, which
culminated in a significant buyback programme returning £12 million to
shareholders, equivalent to approximately 7.9 per cent. of DORE's issued share
capital at the time the programme commenced.
· Despite these efforts and the Investment Manager's successful
execution of the investment strategy, DORE has continued to experience a
prolonged dislocation of its share price from its NAV per share and NAV
performance. During this period, UK-listed alternative investment trusts have
experienced widening share price discounts to NAV, owing to elevated interest
rates, weaker investor sentiment, fund reallocation away from alternative
assets, and declining asset valuations. As at the Latest Practicable Date, the
market capitalisation weighted average share price discount to NAV in the
UK-listed renewable energy infrastructure sector was approximately 27 per
cent., significantly wider than the sector's market capitalisation weighted
average share price premium of approximately 10 per cent. at the end of
December 2020, shortly after DORE was launched.
· The DORE Board believes that the negative impact of the
external headwinds on the renewable energy infrastructure sector has at times
disproportionately affected DORE's share price discount to NAV given DORE's
small size, relatively low trading volumes, and lack of ability to issue new
shares.
· In March 2025, DORE received an unsolicited indicative
all-cash proposal from Bagnall regarding a possible offer for the entire
issued, and to be issued, ordinary share capital of DORE not already owned by
Bagnall. Following negotiation between the parties, the terms of the proposal
were revised and improved.
· In assessing the Offer, the DORE Board considered DORE's
prospects as a standalone subscale investment trust, feedback from major
shareholders, and Bagnall's position as DORE's largest shareholder.
· As the DORE Board retains its confidence in the Investment
Manager and DORE's strategy, in the absence of the Acquisition, which is at a
material premium to the share price, the DORE Board would be inclined to
recommend to shareholders that DORE continue in its present form. The DORE
Board believes that DORE's share price discount to NAV does not fairly reflect
the DORE portfolio's value, performance or longer-term prospects. However, it
also acknowledges that various risks and uncertainties, many of which are
beyond DORE's control, are likely to persist in the short to medium-term.
These factors may continue to weigh on the future share rating and, by
extension, shareholder returns.
· In reaching its conclusion, the DORE Board has considered
that the Offer Price of 102.6016 pence per DORE Share represents a 23.62 per
cent. premium to the Closing Price of 83.00 pence per DORE Share on 19 June
2025 (being the Latest Practicable Date) and a 7.46 per cent. discount to the
Ex-Dividend 31 March 2025 NAV. The DORE Board considers the Ex-Dividend 31
March 2025 NAV to be a more appropriate comparator to the Offer Price than the
31 March 2025 NAV which includes the Q1 DORE Dividend. Accordingly, following
careful consideration of the above factors, the DORE Board has concluded that
the Offer is in the best interests of DORE's shareholders as a whole.
Recommendation
· The DORE Directors, who have been so advised by Singer
Capital Markets as to the financial terms of the Offer, consider the terms of
the Offer to be fair and reasonable. In providing its advice to the DORE
Directors, Singer Capital Markets has taken into account the commercial
assessments of the DORE Directors. Singer Capital Markets is providing
independent financial advice to the DORE Directors for the purposes of Rule 3
of the Code.
· The DORE Directors intend to unanimously recommend that
Scheme Voting Shareholders vote (or procure the vote) in favour of the Scheme
at the Court Meeting and DORE Shareholders vote (or procure the vote) in
favour of the Resolutions to be proposed at the General Meeting (or, in the
event that the Acquisition is implemented by way of a Takeover Offer, to
accept or procure acceptance of the Takeover Offer), as they have irrevocably
undertaken to do in respect of their own beneficial holdings of, in aggregate,
401,085 DORE Shares, which represent, in aggregate, approximately 0.23 per
cent. of the issued ordinary share capital of DORE (excluding any shares held
in treasury) and approximately 0.31 per cent. of the Scheme Voting Shares
(being those Scheme Shares eligible to vote at the Court Meeting), in each
case as at the Latest Practicable Date.
Irrevocable undertakings and letters of intent
· Bidco has received commitments and indications of support for
the Acquisition from DORE Shareholders in respect of 28,526,111 DORE Shares,
which represent, in aggregate, approximately 16.76 per cent. of DORE's issued
ordinary share capital (excluding any shares held in treasury) and
approximately 22.54 per cent. of the Scheme Voting Shares, in each case as at
the Latest Practicable Date.
· These commitments and indications comprise irrevocable
undertakings in respect of 13,850,934 DORE Shares, which represent, in
aggregate, approximately 10.94 per cent. of the Scheme Voting Shares and
non-binding letters of intent in respect of 14,675,177 DORE Shares which
represent, in aggregate, approximately 11.60 per cent. of the Scheme Voting
Shares, in each case as at the Latest Practicable Date.
· The irrevocable undertakings include irrevocable undertakings
received from each of the DORE Directors who hold DORE Shares to vote (or
procure the vote): (i) in favour of the Scheme at the Court Meeting; and (ii)
in favour of the Resolutions to be proposed at the General Meeting (or, in the
event that the Acquisition is implemented by way of a Takeover Offer, to
accept or procure acceptance of the Takeover Offer) in respect of their entire
respective beneficial holdings of Scheme Shares. In aggregate, this represents
401,085 DORE Shares, being all of the DORE Shares currently beneficially held
by such DORE Directors and approximately 0.31 per cent. of the Scheme Voting
Shares as at the Latest Practicable Date.
· These commitments and undertakings also include irrevocable
undertakings received from T.Choithram & Sons, Human Capability Foundation
and Downing Sustainable Investments I, and non-binding letters of intent from
Hawksmoor Investment Management, FS Wealth Management and Tyndall Investment
Management, in each case to vote (or to procure the vote) (i) in favour of the
Scheme at the Court Meeting and (ii) in favour of the Resolutions to be
proposed at the General Meeting (or, in the event that the Acquisition is
implemented by way of a Takeover Offer, to accept or procure acceptance of the
Takeover Offer) in respect of their entire respective beneficial holdings of
Scheme Shares. In aggregate, such irrevocable undertakings represent
13,449,849 DORE Shares and approximately 10.63 per cent. of the Scheme Voting
Shares as at the Latest Practicable Date. The non-binding letters of intent
represent, in aggregate, 14,675,177 DORE Shares and approximately 11.60 per
cent. of the Scheme Voting Shares as at the Latest Practicable Date.
· Further details of the irrevocable undertakings (including
the circumstances in which they may lapse) and the non-binding letters of
intent are set out in Appendix 3 to this announcement.
Conditions, timetable and valuation report
· It is intended that the Acquisition will be implemented by
way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies
Act. However, Bidco reserves the right to elect (with the consent of the Panel
and subject to the terms of the Co-operation Agreement) to implement the
Acquisition by way of a Takeover Offer.
· The Acquisition 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 that will be set out in the Scheme Document. The Conditions
include, amongst other things: (i) the approval of Scheme Voting Shareholders
at the Court Meeting and the passing of the Resolutions at the General
Meeting; (ii) the sanction of the Scheme by the Court; (iii) the Scheme
becoming Effective by no later than the Long Stop Date; and (iv) certain
regulatory clearance conditions, as set out in paragraphs 3.1 - 3.4 of Part A
of Appendix 1 to this announcement.
· In order to become Effective, the Scheme must be approved by
a majority in number of Scheme Voting Shareholders representing at least 75
per cent. of the voting rights of Scheme Voting Shareholders, in each case
present and voting, either in person or by proxy, at the Court Meeting and at
any separate class meeting which may be required by the Court or at any
adjournment of such meeting.
· It is expected that the Scheme Document, containing full
details of the Scheme and notices of the Court Meeting and General Meeting,
together with the Forms of Proxy, will be sent to DORE Shareholders within 28
days of this announcement (or such later time as DORE, Bidco and the Panel may
agree).
· Subject to the satisfaction or, where applicable, waiver of
the Conditions, it is expected that the Scheme will become Effective in the
third or early in the fourth quarter of 2025. An expected timetable of
principal events relating to the Acquisition will be provided in the Scheme
Document.
· For the purposes of Rule 29.1(d) of the Code, a valuation
report in respect of DORE's portfolio from Forvis Mazars LLP confirming the
valuation as at 31 March 2025 prepared by the Investment Manager in connection
with the 31 March 2025 NAV published by DORE on 20 June 2025 is set out in
Appendix 4 to this announcement and will also be included in the Scheme
Document (or, if applicable, the Offer Document). For the purposes of Rule
29.5 of the Code, the DORE Board confirms that Forvis Mazars LLP has confirmed
to it that an updated valuation of DORE's portfolio of renewable energy
infrastructure assets as at the date of this announcement would not be
materially different from the valuation as at 31 March 2025 confirmed by
Forvis Mazars LLP in the valuation report set out in Appendix 4 to this
announcement.
Commenting on the Acquisition, Hugh Little, DORE's Chair, said:
"DORE has consistently delivered on its investment strategy resulting in a
strong NAV and dividend performance since IPO. Despite this, and the proactive
steps taken by the Board to narrow its share price discount in recent years,
the sustained horizon of economic and macro uncertainty has weighed on the
share price, which has also limited the opportunities for further raising of
new capital, and which may stretch into the mid to long-term. The Board of
DORE considers the certainty of the offer by Bidco, at a significant premium
to the closing share price, to be fair and in the best interest of
shareholders."
Commenting on the Acquisition, James Watson, Bagnall's Chair, said:
"We are firm believers in the transformative power of renewable energy
infrastructure, and the acquisition of DORE aligns perfectly with Bagnall's
long-term vision and commitment to the sector. However, given challenging
public market conditions and DORE's current lack of scale, we believe that the
acquisition will enable it to achieve greater scale, success and operational
efficiency. For too long, DORE's true value has not been reflected in its
share price, and today's offer represents an attractive opportunity for DORE
Shareholders to immediately crystallise value."
This summary should be read in conjunction with, and is subject to, the full
text of this announcement and its Appendices.
The Acquisition will be subject to the Conditions and further terms set out in
Appendix 1 and to the full terms and conditions which will be set out in the
Scheme Document. The sources and bases of calculation of certain information
contained in this announcement are set out in Appendix 2. Details of the
irrevocable undertakings and the letters of intent given in relation to the
Acquisition are set out in Appendix 3. The valuation report in respect of
DORE's portfolio of renewable energy infrastructure assets from Forvis Mazars
LLP confirming the valuation as at 31 March 2025, prepared by the Investment
Manager in connection with the 31 March 2025 NAV published by DORE on 20 June
2025 is set out in Appendix 4 pursuant to Rule 29 of the Code. Definitions of
certain terms used in this announcement are set out in Appendix 5.
Enquiries:
Dickson Minto Advisers (Financial Adviser to Bidco and Bagnall)
Douglas Armstrong
Andrew Manson Tel: +44 (0) 20 7649 6823
Tel: +44 (0) 131 200 1605
Bagnall Tel: +44 (0) 20 7416 7780
James Watson (Chair)
Tony McGing
Judith MacKenzie
Camarco (PR Adviser to Bagnall) E: projectsnow@camarco.co.uk
Jennifer Renwick Tel: +44 7928 471 013
Rebecca Waterworth Tel: +44 7780 503 708
DORE via Singer Capital Markets
Hugh Little (Chair)
Singer Capital Markets (Financial Adviser, Rule 3 Adviser and Corporate Broker Tel: +44 (0) 20 7496 3000
to DORE)
Alaina Wong
Sam Butcher
Jalini Kalaravy
Cardew Group (PR Adviser to DORE) E: DORE@cardewgroup.com
Ed Orlebar Tel: +44 (0) 20 7930 0777
Tania Wild +44 (0)7738 724630
Henry Crane +44 (0)7425 536903
+44 (0)7918 207157
Dickson Minto LLP is acting as legal adviser to Bidco and Bagnall.
Gowling WLG (UK) LLP is acting as legal adviser to DORE.
Inside information
This announcement contains inside information as defined in the Market Abuse
Regulation. Upon the
publication of this announcement via a Regulatory Information Service, such
inside information will be
considered to be in the public domain.
The person responsible for arranging the release of this announcement on
behalf of DORE is Charlotte Perkins, MUFG Corporate Governance Limited,
Company Secretary. DORE's LEI number is 2138004JHBJ7RHDYDR62.
Important notices relating to financial advisers
Singer Capital Markets Advisory LLP ("Singer Capital Markets"), which is
authorised and regulated in the United Kingdom by the FCA, is acting as
Financial Adviser exclusively to DORE and no one else in connection with the
matters described in this announcement and will not regard any other person as
its client in respect thereof or be responsible to anyone other than DORE for
providing the protections afforded to clients of Singer Capital Markets or its
affiliates nor for providing advice in connection with any matter referred to
in this announcement. Neither Singer Capital Markets nor any of its affiliates
(nor their respective directors, officers, employees or agents) owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Singer Capital Markets or its affiliates in
connection with this announcement, any statement contained herein, the
Acquisition or otherwise. No representation or warranty, express or implied,
is made by Singer Capital Markets as to the contents of this announcement.
Dickson Minto Advisers LLP ("Dickson Minto Advisers"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as Financial Adviser
exclusively to Bidco and Bagnall and no-one else in connection with the
matters described in this announcement and will not regard any other person as
its client in respect thereof or be responsible to anyone other than Bidco or
Bagnall for providing the protections afforded to clients of Dickson Minto
Advisers or its affiliates nor for providing advice in connection with any
matter referred to in this announcement. Neither Dickson Minto Advisers nor
any of its affiliates (nor their respective directors, officers, employees or
agents) owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Dickson Minto Advisers or its
affiliates in connection with this announcement, any statement contained
herein, the Acquisition or otherwise. No representation or warranty, express
or implied, is made by Dickson Minto Advisers as to the contents of this
announcement.
Further information
This announcement is for information purposes only. It 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 Acquisition or otherwise, nor shall there be any
sale, issuance or transfer of securities in DORE in any jurisdiction in
contravention of applicable law. The Acquisition will be made solely through
the Scheme Document (or, in the event that the Acquisition is to be
implemented by means of a Takeover Offer, the Offer Document), which will
contain the full terms and conditions of the Acquisition, including details of
how to vote in respect of the Scheme. Any voting decision or response in
relation to the Acquisition should be made solely on the basis of the Scheme
Document (or, in the event that the Acquisition is to be implemented by means
of a Takeover Offer, the Offer Document). DORE and Bidco urge DORE
Shareholders to read the Scheme Document carefully when it becomes available
because it will contain important information relating to the Acquisition.
The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and the
release of this announcement shall not give rise to any implication that there
has been no change in the facts set out in this announcement since such date.
This announcement does not constitute a prospectus or a prospectus equivalent
document.
No person should construe the contents of this announcement as legal,
financial or tax advice. If you are in any doubt about the contents of this
announcement or the action you should take, you are recommended to seek your
own independent financial advice immediately from your stockbroker, bank
manager, solicitor, accountant, or independent financial adviser duly
authorised under FSMA if you are resident in the United Kingdom or, if not,
from another appropriately authorised independent financial adviser.
Overseas shareholders
This announcement has been prepared in accordance with, and for the purpose of
complying with, English law, the Code, MAR and the DTRs, 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 of jurisdictions
outside England.
The release, publication or distribution of this announcement in, into or from
jurisdictions other than the United Kingdom may be restricted by law and/or
regulation and therefore any persons who are not resident in the United
Kingdom or who are subject to the laws of any jurisdiction other than the
United Kingdom (including Restricted Jurisdictions) should inform themselves
about, and observe, any applicable legal or regulatory requirements. In
particular, the ability of persons who are not resident in the United Kingdom
or who are subject to the laws of any jurisdiction other than the United
Kingdom to participate in the Acquisition or to vote their Scheme Voting
Shares or DORE Shares (as applicable) in respect of the Scheme at the Court
Meeting or the Resolutions at the General Meeting, or to appoint another
person as proxy to vote at the Court Meeting or the General Meeting on their
behalf, may be affected by the laws of the jurisdictions in which they are
located or to which they are subject. Any failure to comply with applicable
legal or regulatory requirements of any jurisdiction may constitute a
violation of securities laws in that jurisdiction. To the fullest extent
permitted by applicable law, the companies, advisers and persons involved in
the Acquisition disclaim any responsibility or liability for the violation of
such restrictions by any person.
Unless otherwise determined by Bidco or required by the Code, and permitted by
applicable law and regulation, the Acquisition shall not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction or any
other jurisdiction where to do so would violate the laws or regulations in
that jurisdiction and no person may vote in favour of the Acquisition by use
of the mails or any other means or instrumentality (including, without
limitation, 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
or from within a Restricted Jurisdiction or any other jurisdiction if to do so
would constitute a violation of the laws of that jurisdiction.
Copies of this announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from any Restricted
Jurisdiction or any other jurisdiction where to do so would constitute a
violation of the laws or regulations of such jurisdiction and persons
receiving such documents (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send them in, into or from any
Restricted Jurisdiction or any other jurisdiction where to do so would
constitute a violation of the laws or regulations of such jurisdiction. Doing
so may render invalid any related purported vote in respect of, or acceptance
of, the Acquisition.
If the Acquisition is implemented by way of a Takeover Offer (unless otherwise
permitted by applicable law or regulation), the Takeover Offer may not be
made, directly or indirectly, in or into, or by use of the mails or any other
means or instrumentality (including, without limitation, 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 Takeover Offer will not be capable of
acceptance by any such use, means, instrumentality or facility or from within
any Restricted Jurisdiction.
The availability of the Acquisition to DORE Shareholders who are not resident
in the United Kingdom may be affected by the laws of the jurisdiction in which
they are resident. Persons who are not resident in the United Kingdom should
inform themselves of, and observe, any applicable requirements.
Further details in relation to DORE Shareholders in overseas jurisdictions
will be contained in the Scheme Document.
The Acquisition will be subject to the applicable requirements of the
Companies Act, the Court, the Code, the Panel, the FCA, the London Stock
Exchange and the Registrar of Companies.
Additional information for US investors
The Acquisition relates to the shares of an English company and is expected to
be implemented by means of a scheme of arrangement provided for under the
Companies Act. A transaction implemented by means of a scheme of arrangement
is not subject to the tender offer rules or the proxy solicitation rules under
the US Exchange Act. The Acquisition is subject to the disclosure requirements
and practices applicable to a scheme of arrangement involving a target company
in England whose shares are traded on the main market of the London Stock
Exchange, which differ from the disclosure requirements of the US tender offer
and proxy solicitation rules.
The financial information with respect to DORE included in this announcement
and the Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the Offer Document) has been or will have been prepared in
accordance with accounting standards applicable in the UK and may not
therefore be comparable to the financial information of US companies or
companies whose financial statements are prepared in accordance with generally
accepted accounting principles in the US. Generally accepted accounting
principles in the US differ in certain significant respects from accounting
standards applicable in the UK.
If, in the future, Bidco exercises its right to implement the Acquisition by
way of a Takeover Offer and determines to extend the Takeover Offer into the
US, the Acquisition will be made in compliance with applicable US laws and
regulations, including Section 14(e) of the US Exchange Act and Regulation 14E
thereunder.
The receipt of cash pursuant to the Acquisition by US DORE Shareholders as
consideration for the transfer of DORE Shares pursuant to the Scheme may be a
taxable transaction for US federal income tax purposes and under applicable US
state and local, as well as foreign and other, tax laws. Each DORE Shareholder
(including each US DORE Shareholder) is urged to consult their own independent
professional adviser immediately regarding the legal and tax consequences of
the Acquisition applicable to them.
Neither the SEC nor any US state securities commission has approved or
disapproved or passed judgment upon the fairness or the merits of the
Acquisition or determined if this announcement is adequate, accurate or
complete. Any representation to the contrary is a criminal offence in the US.
Each of DORE and Bidco is incorporated under the laws of England and Wales. In
addition, some or all of their respective officers and directors reside
outside the US, and some or all of their respective assets are or may be
located in jurisdictions outside the US. Therefore, investors may have
difficulty effecting service of process within the US upon those persons or
recovering against DORE or Bidco or their respective officers or directors on
judgments of US courts, including judgments based upon the civil liability
provisions of US federal securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to a US
court's judgment. It may not be possible to sue DORE or Bidco or their
respective officers or directors in a non-US court for violations of US
securities laws.
In accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) of the US Exchange Act, to the extent applicable, Bidco or its
nominees or brokers (acting as agents) may from time to time make certain
purchases of, or arrangements to purchase, DORE Shares outside the US, other
than pursuant to the Acquisition, until the date on which the Acquisition
becomes Effective, lapses or is otherwise withdrawn, in compliance with
applicable law, including the US Exchange Act. These purchases may occur
either in the open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be disclosed as
required in the United Kingdom, will be reported via a Regulatory Information
Service and will be available on the London Stock Exchange website at:
http://www.londonstockexchange.com.
Further details in relation to US investors in DORE will be contained in the
Scheme Document.
Forward-looking statements
This announcement contains certain statements which are, or may be deemed to
be, "forward-looking statements". These statements are prospective in nature
and are not based on historical facts, but rather on the current expectations
and projections of the management of Bidco, Bagnall and/or DORE (as the case
may be) about future events, and are, therefore, naturally subject to risks,
uncertainties and changes in circumstances that could cause actual results to
differ materially from the future results expressed or implied by the
forward-looking statements. Forward-looking statements often use words such
as, without limitation, "anticipate", "target", "expect", "estimate",
"intend", "plan", "forecast", "project", "goal", "believe", "aim", "will",
"may", "hope", "continue", "would", "could" or "should" or other words of
similar meaning or the negative thereof. Forward-looking statements include,
but are not limited to, statements relating to the following: (i) future
capital expenditures, expenses, revenues, economic performance, financial
conditions, dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of the operations of DORE
or Bidco; and (iii) the effects of government regulation on the business of
DORE or Bidco. There are many factors which could cause actual results to
differ materially from those expressed or implied in forward-looking
statements. Among such factors are changes in global, political, economic,
business, competitive, market and regulatory forces, circumstances or
conditions, future exchange and interest rates, changes in tax rates and
future business combinations or disposals. Such statements are qualified in
their entirety by the inherent risks and uncertainties surrounding future
expectations.
These forward-looking statements are based on numerous assumptions regarding
the present and future business strategies of such persons and the environment
in which each will operate in the future. Except as expressly provided in this
announcement, neither they nor any other statements have been reviewed by the
auditors of Bidco, Bagnall and/or DORE. By their nature, these forward-looking
statements involve known and unknown risks and uncertainties because they
relate to events and depend on circumstances that will or may occur in the
future. The factors described in the context of such forward-looking
statements in this announcement may cause the actual results, performance or
achievements of any such person, or industry results and developments, to be
materially different from any results, performance or achievements expressed
or implied by such forward-looking statements. Although it is believed that
the expectations reflected in such forward-looking statements are reasonable,
none of Bidco, Bagnall and/or DORE can give any assurance that such
expectations will prove to have been correct and persons reading this
announcement are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
announcement. None of Bidco, Bagnall and/or DORE or their respective members,
directors, officers, employees, advisers or any person acting on behalf of one
or more of them, provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward-looking
statements in this announcement will actually occur.
Except as required by the FCA, the London Stock Exchange, the Part VI Rules or
any other applicable law and/or regulation, none of Bidco, Bagnall and/or DORE
or their respective members, directors, officers, employees, advisers or any
person acting on behalf of one or more of them, has any intention or accepts
any obligation to update publicly or revise forward-looking statements,
whether as a result of new information, future events or otherwise, except to
the extent legally required. All subsequent oral or written forward-looking
statements attributable to Bidco, Bagnall, DORE or any persons acting on their
behalf are expressly qualified in their entirety by the cautionary statement
above.
No profit forecasts or estimates or quantified financial benefit statements
No statement in this announcement is intended as a profit forecast, profit
estimate or quantified financial benefit statement for, or in respect of,
Bidco, Bagnall or DORE for any period and no statement in this announcement
should be interpreted to mean that cash flow from operations, earnings, or
earnings per share or income of those persons (where relevant) for the current
or future financial years would necessarily match or exceed the historical
published cash flow from operations, earnings, earnings per share or income of
those persons (as appropriate).
Publication on websites
A copy of this announcement and the documents required to be published
pursuant to Rule 26.1 and Rule 26.2 of the Code will be made available
(subject to certain restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, on Bidco's website at
https://www.downing.co.uk/offer and on DORE's website at
https://www.doretrust.com/announcement by no later than 12 noon on the
Business Day following the date of this announcement.
Neither the content of these websites nor the content of any other website
accessible from hyperlinks on such websites is incorporated into, or forms
part of, this announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, DORE Shareholders and persons with
information rights may request a hard copy of this announcement, free of
charge, by contacting DORE's registrar, MUFG Corporate Markets (UK) Limited
("MUFG Corporate Markets") in accordance with the procedure set out below.
Shareholders and persons with information rights may also request that all
future documents, announcements and information to be sent to them in relation
to the Acquisition be sent in hard copy form. For persons who have received a
copy of this announcement in electronic form or via a website notification, a
hard copy of this announcement will not be sent to you unless you have
previously notified DORE's registrar, MUFG Corporate Markets, that you wish to
receive all documents in hard copy form or unless requested in accordance with
the procedure set out below.
If calling from within the United Kingdom, you should contact MUFG Corporate
Markets on 0371 664 0300, or if calling from outside the United Kingdom, you
should call +44 (0) 371 664 0300 or by submitting a request in writing by post
to MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds LS1 4DL
or by email to shareholderenquiries@cm.mpms.mufg.com. Calls are charged at the
standard geographic rate and will vary by provider. Calls from outside the
United Kingdom will be charged at the applicable international rate. Lines are
open between 09:00 -17:30, Monday to Friday excluding public holidays in
England and Wales.
Information relating to DORE Shareholders
Please be aware that addresses, electronic addresses and certain other
information provided by DORE Shareholders, persons with information rights and
other relevant persons for the receipt of communications from DORE may be
provided to Bidco during the Offer Period as required under section 4 of
Appendix 4 to the Code to comply with Rule 2.11(c) of the Code.
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.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in one per cent.
or more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (London time) on the 10th business day following the announcement in
which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in
one per cent. or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company or of
any securities exchange offeror. A Dealing Disclosure must contain details of
the dealing concerned and of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 p.m. (London time) on the business day following the date of
the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk (http://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 Code, as at close of business on the Latest
Practicable Date, DORE's issued share capital consisted of 170,124,264
ordinary shares of £0.01 each (excluding any shares held in treasury), each
with voting rights and admitted to trading on the London Stock Exchange's main
market for listed securities under ISIN code GB00BLF7PP25. DORE holds
14,498,223 shares in treasury.
Right to switch to a Takeover Offer
Bidco reserves the right to elect, with the consent of the Panel (and subject
to the terms of the Co-operation Agreement), to implement the Acquisition by
way of a Takeover Offer as an alternative to the Scheme. If the Acquisition is
effected by way of a Takeover Offer, and such offer becomes or is declared
unconditional and sufficient acceptances are received, Bidco intends to
exercise its rights to apply the provisions of Chapter 3 of Part 28 of the
Companies Act so as to acquire compulsorily the remaining DORE Shares in
respect of which the Takeover Offer has not been accepted.
General
If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under FSMA if you are
resident in the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.
Time
All times referred to in this announcement are London times, unless otherwise
stated.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
20 June 2025
RECOMMENDED CASH ACQUISITION
of
DOWNING RENEWABLES & INFRASTRUCTURE TRUST PLC
by
POLAR NIMROD TOPCO LIMITED
(a newly formed vehicle, wholly-owned by Bagnall Energy Limited)
to be implemented by means of a Court-sanctioned scheme of arrangement under
Part 26 of the Companies Act
1. Introduction
The Bagnall Board and DORE Board are pleased to announce that they have
reached agreement on the terms of a recommended cash acquisition, pursuant to
which Bidco, a wholly-owned subsidiary of Bagnall, will acquire the entire
issued and to be issued ordinary share capital of DORE that the Bagnall Group
does not already own (the "Acquisition").
It is intended that the Acquisition will be implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the
"Scheme"). However, Bidco reserves the right to elect (with the consent of the
Panel and subject to the terms of the Co-operation Agreement) to implement the
Acquisition by way of a Takeover Offer.
2. The Acquisition
Under the terms of the Acquisition, which will be subject to the Conditions
and further terms set out in Appendix 1 to this announcement and to the full
terms and conditions that will be set out in the Scheme Document, each Scheme
Shareholder at the Scheme Record Time will be entitled to receive:
for each Scheme Share: 102.6016 pence in cash (the "Offer Price")
The Offer Price represents:
· a premium of approximately 23.62 per cent. to the Closing
Price of 83.00 pence per DORE Share on 19 June 2025 (being the Latest
Practicable Date);
· a premium of approximately 21.59 per cent. to the volume
weighted average price of 84.38 pence per DORE Share for the one-month period
ended on 19 June 2025;
· a premium of approximately 25.31 per cent. to the volume
weighted average price of 81.88 pence per DORE Share for the three-month
period ended on 19 June 2025;
· a premium of approximately 25.91 per cent. to the volume
weighted average price of 81.49 pence per DORE Share for the twelve-month
period ended on 19 June 2025;
· a discount of approximately 7.46 per cent. to the Ex-Dividend
31 March 2025 NAV of 110.8727 pence per DORE Share; and
· a discount of approximately 8.69 per cent. to the 31 March
2025 NAV of 112.3602 pence per DORE Share.
The Offer Price values the entire issued ordinary share capital of DORE at
approximately £174.55 million.
As announced on 20 May 2025, DORE will pay its first quarterly interim
dividend in respect of the three months ended 31 March 2025 of 1.4875 pence
per DORE Share on or around 27 June 2025 to DORE Shareholders that were on
DORE's register of members on 30 May 2025 (the "Q1 DORE Dividend"). DORE
Shareholders that were on DORE's register of members at that time will be
entitled to receive and retain the Q1 DORE Dividend in full.
In addition, the Bagnall Board and the DORE Board have agreed that should the
Effective Date of the Scheme fall after 31 August 2025, DORE shall be entitled
to declare the Special Dividend of 0.5 pence per DORE Share, such dividend to
be declared and paid prior to the Effective Date. DORE Shareholders shall be
entitled to receive and retain any such Special Dividend (in addition to the
Q1 DORE Dividend) without any corresponding reduction to the consideration
payable by Bidco for each Scheme Share under the Acquisition.
The terms of the Acquisition are based on the assumption that no dividends,
other distributions or other returns of capital or value will be authorised,
declared, made or paid on or before the Effective Date with the exception of
the DORE Permitted Dividends. Bidco reserves the right to reduce the price
payable for each Scheme Share pursuant to the Acquisition by up to the amount
per Scheme Share of any dividends, other distributions or other returns of
capital or value (with the exception of the DORE Permitted Dividends)
authorised, declared, made or paid on or before the Effective Date. In such
circumstances, Scheme Shareholders shall be entitled to retain any such
dividend, other distribution or other return of capital or value authorised,
declared, made or paid.
The Acquisition 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 Scheme Document including, amongst
other things: (i) the approval of Scheme Voting Shareholders at the Court
Meeting and the passing of the Resolutions at the General Meeting; (ii) the
sanction of the Scheme by the Court; (iii) the Scheme becoming Effective by no
later than the Long Stop Date; and (iv) certain regulatory clearance
conditions, as set out in paragraphs 3.1 - 3.4 of Part A of Appendix 1 to this
announcement.
In order to become Effective, the Scheme must be approved by a majority in
number of Scheme Voting Shareholders eligible to vote, representing at least
75 per cent. of the voting rights of Scheme Voting Shareholders eligible to
vote, in each case present and voting, either in person or by proxy, at the
Court Meeting and at any separate class meeting which may be required by the
Court or at any adjournment of such meeting.
The Scheme Shares will be acquired by Bidco fully paid and free from all
liens, equitable interests, charges, encumbrances, rights of pre-emption and
any other third party rights or interests whatsoever and together with all
rights existing at the date of this announcement or thereafter attaching
thereto, including (without limitation) voting rights and the right to receive
and retain, in full, all dividends and other distributions (if any)
authorised, declared, made or paid or any other return of capital or value
(whether by way of reduction of share capital or share premium account or
otherwise) made on or after the date of this announcement, other than the DORE
Permitted Dividends and any dividend, other distribution or return of capital
or value in respect of which Bidco exercises its right under the terms of the
Acquisition to reduce the consideration due under the terms of the
Acquisition.
It is expected that the Scheme Document, containing full details of the Scheme
and notices of the Court Meeting and General Meeting, together with the Forms
of Proxy, will be sent to DORE Shareholders within 28 days of this
announcement (or such later time as DORE, Bidco and the Panel may agree).
Subject to the satisfaction or, where applicable, waiver of the Conditions, it
is expected that the Scheme will become Effective in the third or early in the
fourth quarter of 2025. An expected timetable of key events relating to the
Acquisition will be provided in the Scheme Document.
3. Background to, and reasons for, the Acquisition
Bagnall is a long-term private investor with a diverse portfolio of
investments in renewable energy infrastructure assets. Bagnall has significant
experience in the renewable energy infrastructure sector as it is already a
substantial investor in solar power, wind power, hydropower and battery
storage across the UK and Northern Europe. Bagnall has invested in renewable
energy infrastructure assets since 2013, and its portfolio contains 8,649
renewable generation assets across 118 holdings.
The Bagnall Board believes that renewable energy infrastructure will be one of
the most impactful and lasting investment themes in the foreseeable future,
and DORE's renewable energy infrastructure assets are a compelling long-term
investment opportunity that enhance portfolio diversification and enable
investors to capitalise on the growing renewable energy sector. Alongside
these benefits, renewable energy infrastructure assets help to reduce the
impact of climate change through the generation of clean electricity,
appealing to investors who are conscious of the environmental and the social
impact of their investments.
As DORE's largest shareholder since DORE's IPO, the Bagnall Board is pleased
by the progress made by DORE so far under the management of the Investment
Manager. However, the adverse macroeconomic backdrop affecting DORE and many
other alternative funds in the UK investment trust sector has resulted in
DORE's shares consistently trading at a discount to DORE's NAV per share since
the end of September 2022. The Bagnall Board believes that there can be no
certainty or expectation that this discount can be materially reduced or for
the DORE Share price to exceed the Offer Price in the medium-term.
The significant and persistent discount to NAV over the past 12 months has
prevented DORE from issuing new shares to reach a more meaningful scale and
has deterred buyers in the secondary market. The Bagnall Board believes that
DORE's lack of scale currently presents a structural disadvantage and may
impact DORE's efficiency and appeal, with higher operating costs reducing net
returns for investors, limited liquidity deterring institutional investors and
a lack of scale restricting DORE's ability to make new acquisitions. All of
these factors may further hinder DORE's efforts to address its persistent
discount to NAV.
The Bagnall Board wishes to maintain and increase Bagnall's exposure to DORE's
portfolio and strategy and believes that DORE will achieve greater success as
a private vehicle. The privatisation of DORE will also deliver immediate value
crystallisation to DORE's existing shareholders. Bagnall is well placed to
support DORE's existing portfolio as both companies have been managed by the
Investment Manager since inception.
The Bagnall Board believes that the investment management team at the
Investment Manager has managed the assets well, despite the constraints of the
public markets. As such, Bagnall intends to continue DORE's focus on renewable
energy infrastructure as an asset class.
The Bagnall Board considers that the Offer provides a compelling liquidity
opportunity for all independent DORE Shareholders at a material premium to the
DORE Share price as at the Latest Practicable Date.
4. Recommendation
The DORE Directors, who have been so advised by Singer Capital Markets as to
the financial terms of the Offer, consider the terms of the Offer to be fair
and reasonable. In providing its advice to the DORE Directors, Singer Capital
Markets has taken into account the commercial assessments of the DORE
Directors. Singer Capital Markets is providing independent financial advice to
the DORE Directors for the purposes of Rule 3 of the Code.
The DORE Directors intend to unanimously recommend that Scheme Voting
Shareholders vote (or procure the vote) in favour of the Scheme at the Court
Meeting and DORE Shareholders vote (or procure the vote) in favour of the
Resolutions to be proposed at the General Meeting (or, in the event that the
Acquisition is implemented by way of a Takeover Offer, to accept or procure
acceptance of the Takeover Offer), as they have irrevocably undertaken to do
in respect of their own beneficial holdings of, in aggregate, 401,085 DORE
Shares, which represent, in aggregate, approximately 0.23 per cent. of the
issued ordinary share capital of DORE (excluding any shares held in treasury)
and approximately 0.31 per cent. of the Scheme Voting Shares (being those
Scheme Shares eligible to vote at the Court Meeting), in each case as at the
Latest Practicable Date, as more fully described in Appendix 3 to this
announcement.
5. Background to, and reasons for, the DORE Directors'
recommendation of the Offer
DORE was launched in December 2020 to invest in a diversified portfolio of
renewable energy and infrastructure assets in the UK, Ireland and Northern
Europe to generate an attractive and sustainable level of income returns, with
an element of capital growth. DORE has since assembled a high-quality
portfolio comprising hydropower plants in Sweden and Iceland, operational
solar PV installations across Great Britain and Northern Ireland, an
electricity distribution system operator, and a shunt reactor.
Since IPO, DORE has generated a NAV total return (including dividends
reinvested) of 36.2 per cent. to 31 March 2025 (inclusive of the Q1 DORE
Dividend announced on 20 May 2025), equivalent to an annualised NAV total
return of 7.1 per cent., and against the medium-term target of 6.5 to 7.5 per
cent. per annum set out at IPO. DORE has paid fully covered quarterly
dividends, in line with or ahead of its annual target, with the dividend
increasing at an average rate of 19 per cent. per annum. Active asset
management has been a key driver of performance, exemplified by the successful
sale of Gabrielsberget wind farm in Sweden, which crystallised a total return
of c.54 per cent. over DORE's investment period. DORE ranks among the top
performers in the UK-listed renewable energy sector in terms of NAV total
return (including dividends reinvested) over the last three years to 31
December 2024.
The DORE Shares began trading at a share price discount to NAV from the end of
2022, prompting the DORE Board to initiate share buybacks in March 2023 as
part of a broader effort to narrow the discount which culminated in a
significant buyback programme returning £12 million to shareholders,
equivalent to approximately 7.9 per cent. of DORE's issued share capital at
the time the programme commenced.
Despite these efforts and the Investment Manager's successful execution of the
investment strategy, DORE has continued to experience a prolonged dislocation
of its share price from its NAV per share and NAV performance. DORE's discount
to NAV widened from 3.57 per cent. at the start of January 2023 to 28.69 per
cent. as at the Latest Practicable Date. During this period, UK-listed
investment trusts have faced mounting challenges owing to elevated interest
rates, which have disproportionately affected renewable energy and
infrastructure assets. There has also been a shift in investor sentiment as
investor funds are reallocated away from alternative assets towards areas
offering better risk-adjusted returns. These dynamics have contributed to
widening share price discounts to NAV across the sector with declining asset
valuations and share prices falling even further. As at the Latest Practicable
Date, the market capitalisation weighted average share price discount to NAV
in the UK-listed renewable energy infrastructure sector was approximately 27
per cent., significantly wider than the sector's market capitalisation
weighted average share price premium of approximately 10 per cent. at the end
of December 2020, shortly after DORE was launched.
The DORE Board believes that the negative impact of the external headwinds on
the renewable energy infrastructure sector has at times disproportionately
affected DORE's share price discount to NAV given DORE is one of the smallest
UK-listed investment funds amongst its peers. Trading at a persistent discount
has limited DORE's ability to issue new shares to achieve sufficient scale. In
the secondary market, DORE's subscale position has resulted in relatively low
trading volumes, with average daily volumes of 427,183 shares, or 0.25 per
cent. of the DORE issued share capital (excluding any shares held in treasury)
over the last 12 months to the Latest Practicable Date, further reducing new
buying interest in its shares.
In March 2025, DORE received an unsolicited indicative all-cash proposal from
Bagnall regarding a possible offer for the entire issued, and to be issued,
ordinary share capital of DORE not already owned by Bagnall. Following
negotiation between the parties, the terms of the proposal were revised and
improved. In assessing the Offer, the DORE Board considered DORE's prospects
as a standalone subscale investment trust, feedback from major shareholders,
and Bagnall's position as DORE's largest shareholder.
While shareholders generally expressed broad satisfaction with DORE's NAV
performance, many noted that the persistent discount to NAV is not sustainable
over the medium to long-term. The DORE Board recognises that, given Bagnall's
holding of approximately 25.35 per cent. of DORE's issued share capital
(excluding any shares held in treasury), the emergence of a viable alternative
proposal that excludes Bagnall as the acquirer is unlikely. The DORE Board
also acknowledges Bagnall's position as a long-standing and supportive
shareholder, noting that its activity in the secondary market has provided
liquidity and has likely supported the DORE share price throughout January and
February 2025. Furthermore, the DORE Board considers Bagnall to be a suitable
long-term owner of DORE's portfolio in the interest of all stakeholders. DORE
has both acquired assets from Bagnall (£41.5 million of seed assets shortly
after its IPO) and disposed of assets to Bagnall (the Gabrielsberget wind farm
from which DORE received £28.9 million from the sale proceeds and dividends
during its period of ownership), demonstrating a history of constructive
engagement and a thorough understanding of the inherent value of DORE's
portfolio.
As the DORE Board retains its confidence in the Investment Manager and DORE's
strategy, in the absence of the Acquisition, which is at a material premium to
the share price, the DORE Board would be inclined to recommend to shareholders
that DORE continue in its present form. The DORE Board believes that DORE's
share price discount to NAV does not fairly reflect the value of the
underlying assets, the performance of the portfolio, nor the portfolio's
longer-term prospects. The DORE Board continually considers any appropriate
actions to improve the share rating and maximise shareholder returns. However,
it also acknowledges that various risks and uncertainties, many beyond DORE's
control, are likely to persist in the short to medium-term. These factors may
continue to weigh on the future share rating and, by extension, shareholder
returns. As a result, the DORE Board does not expect a material narrowing of
DORE's share price discount to NAV in the near-term.
In reaching its conclusion, the DORE Board has considered that the Offer Price
of 102.6016 pence per DORE Share represents:
• a premium of approximately 23.62 per cent. to the Closing
Price of 83.00 pence per DORE Share on 19 June 2025 (being the Latest
Practicable Date); and
• a discount of approximately 7.46 per cent. to the
Ex-Dividend 31 March 2025 NAV.
The DORE Board believes it is essential to evaluate the Offer in the context
of weighing the structural challenges facing DORE as a small, relatively
illiquid, listed vehicle, with the certainty of a cash exit that may not
otherwise be achievable in the secondary market in the near-term.
Following careful consideration of the above factors and consultation with its
financial adviser, Singer Capital Markets, the DORE Directors have concluded
that the Offer is in the best interests of DORE Shareholders as a whole.
Accordingly, the DORE Directors intend to unanimously recommend that Scheme
Voting Shareholders vote in favour of the Scheme at the Court Meeting and DORE
Shareholders vote in favour of the Resolutions to be proposed at the General
Meeting.
6. Irrevocable undertakings and letters of intent
Bidco has received commitments and indications of support for the Acquisition
from DORE Shareholders in respect of 28,526,111 DORE Shares, which represent,
in aggregate, approximately 16.76 per cent. of DORE's issued ordinary share
capital (excluding any shares held in treasury) and approximately 22.54 per
cent. of the Scheme Voting Shares, in each case as at the Latest Practicable
Date.
These commitments and indications comprise irrevocable undertakings in respect
of 13,850,934 DORE Shares, which represent, in aggregate, approximately 10.94
per cent. of the Scheme Voting Shares, and non-binding letters of intent in
respect of 14,675,177 DORE Shares, which represent, in aggregate,
approximately 11.60 per cent. of the Scheme Voting Shares, in each case as at
the Latest Practicable Date.
The irrevocable undertakings include irrevocable undertakings received from
each of the DORE Directors who hold DORE Shares to vote (or procure the vote):
(i) in favour of the Scheme at the Court Meeting; and (ii) in favour of the
Resolutions to be proposed at the General Meeting (or, in the event that the
Acquisition is implemented by way of a Takeover Offer, to accept or procure
acceptance of the Takeover Offer) in respect of their entire respective
beneficial holdings of Scheme Shares. In aggregate, this represents 401,085
DORE Shares, being all of the DORE Shares currently beneficially held by such
DORE Directors, and approximately 0.31 per cent. of the Scheme Voting Shares
as at the Latest Practicable Date.
These commitments and undertakings also include irrevocable undertakings
received from T.Choithram & Sons, Human Capability Foundation and Downing
Sustainable Investments I and non-binding letters of intent from Hawksmoor
Investment Management, FS Wealth Management and Tyndall Investment Management,
in each case to vote (or to procure the vote) (i) in favour of the Scheme at
the Court Meeting and (ii) in favour of the Resolutions to be proposed at the
General Meeting (or, in the event that the Acquisition is implemented by way
of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) in
respect of their entire respective beneficial holdings of Scheme Shares. In
aggregate, such irrevocable undertakings represent 13,449,849 DORE Shares and
approximately 10.63 per cent. of the Scheme Voting Shares as at the Latest
Practicable Date. The non-binding letters of intent represent, in aggregate,
14,675,177 DORE Shares and approximately 11.60 per cent. of the Scheme Voting
Shares as at the Latest Practicable Date.
Further details of the irrevocable undertakings (including the circumstances
in which they may lapse) and the non-binding letters of intent are set out in
Appendix 3 to this announcement.
7. Information relating to DORE
DORE is a UK investment trust, investing in a diversified portfolio of
renewable energy infrastructure assets in the UK, Ireland and Northern Europe.
DORE aims to provide investors with an attractive and sustainable level of
income, with an element of capital growth. DORE's investment strategy, which
focuses on diversification by geography, technology, revenue and project
stage, is designed to increase the stability of revenues and the consistency
of income to investors.
As at 31 March 2025, DORE reported a NAV of £191.2 million (equivalent to a
NAV of 112.3602 pence per DORE Share), which equates to a NAV total return
(including dividends reinvested) since IPO of 36.2 per cent. (inclusive of the
Q1 DORE Dividend announced on 20 May 2025).
As at 31 March 2025, DORE's portfolio encompassed hydropower, grid, grid
services and solar assets, representing 159 megawatts of installed capacity
with expected annual generation of around 324 gigawatt hours. The generating
portfolio is diversified across 4,860 individual installations and across six
different energy markets. The grid infrastructure portfolio is diversified
across two geographies and technologies. DORE's 4,860 core renewable energy
assets are forecast to produce approximately 324 gigawatt hours of renewable
electricity, enough to power 119,844 UK homes annually.
8. Information relating to the Bagnall Group
Bidco is a private company limited by shares, incorporated and registered in
England and Wales on 15 April 2025 with company number 16388192. Bidco's
registered office is at 10 Lower Thames Street, London EC3R 6AF. Bidco is a
wholly-owned subsidiary of Bagnall and was formed for the purpose of
implementing the Acquisition. Bidco has not traded or entered into any
obligations other than in connection with the Acquisition. Bidco has not paid
any dividends or prepared any historical financial statements. In the event
that the Scheme becomes Effective, DORE will represent all or substantially
all of the earnings, assets and liabilities of Bidco, save for the liabilities
incurred in connection with the Acquisition.
The directors of Bidco are Ingrid Edmund, Sean Moore and Thames Street
Services Limited (a private limited company incorporated and registered in
England and Wales on 3 December 2019 with company number 12345079). Each
director shall remain a director of Bidco in the event that the Scheme becomes
Effective.
Bagnall is the holding company of Bidco, and its principal activity is to act
as a holding company for unquoted trading companies in which it has an equity
stake which are backed by renewable energy generation and related
infrastructure assets. Bagnall aims to preserve capital and deliver a steady
return to its investors through income generation and capital appreciation.
The directors of Bagnall are James Watson (independent non-executive director
and Chair), Roberto Castiglioni (independent non-executive director), Javier
Cavada Camino (independent non-executive director) and Tony McGing (executive
director and CEO of the Investment Manager). Bagnall held 43,135,056 DORE
Shares, representing approximately 25.35 per cent. of DORE's issued ordinary
share capital (excluding any shares held in treasury) as at the Latest
Practicable Date. The issued ordinary share capital of Bagnall is held by TT
Nominees Limited as nominee for the underlying beneficial investors in
Bagnall, which comprised approximately 5,500 private investors as at the
Latest Practicable Date.
The Investment Manager acts as discretionary investment manager of, and
provides certain administration services to, Bagnall. The Investment Manager
also acts as investment manager to DORE.
Pursuant to an existing fee arrangement put in place over five years ago
between Bagnall and the Investment Manager (in its capacity as investment
manager to Bagnall), Bagnall shall pay to the Investment Manager (in such
capacity) an arrangement fee equal to two per cent. of the aggregate amount
that Bagnall, through Bidco in the context of the Acquisition, will pay
(including in respect of associated costs incurred) to acquire DORE Shares
pursuant to the Acquisition and has paid in respect of prior purchases of DORE
Shares by Bagnall starting from DORE's IPO.
9. Information relating to the Investment Manager's group
The Investment Manager's ultimate parent company is Downing Group LLP, a
limited liability partnership incorporated and registered in England and Wales
on 17 January 2022 with company number OC440659. The Investment Manager's
business was founded in 1986 and it principally invests in businesses and
assets in the renewable energy, infrastructure, property and healthcare
sectors. As at 31 December 2024 it had £2.1 billion of assets under
management.
10. Dividends
As announced on 20 May 2025, DORE will pay the Q1 DORE Dividend on or around
27 June 2025 to DORE Shareholders that were on DORE's register of members on
30 May 2025. DORE Shareholders that were on DORE's register of members at that
time will be entitled to receive and retain the Q1 DORE Dividend in full.
In addition, should the Effective Date fall after 31 August 2025, DORE intends
to declare the Special Dividend of 0.5 pence per DORE Share, such dividend to
be declared and paid prior to the Effective Date. DORE Shareholders shall be
entitled to receive and retain any such Special Dividend (in addition to the
Q1 DORE Dividend) without any corresponding reduction to the consideration
payable by Bidco for each Scheme Share under the Acquisition.
The terms of the Acquisition are based on the assumption that no dividends,
other distributions or other returns of capital or value will be authorised,
declared, made or paid on or before the Effective Date with the exception of
the DORE Permitted Dividends. Bidco reserves the right to reduce the price
payable for each Scheme Share pursuant to the Acquisition by up to the amount
per Scheme Share of any dividends, other distributions or other returns of
capital or value (with the exception of the DORE Permitted Dividends)
authorised, declared, made or paid on or before the Effective Date. In such
circumstances, Scheme Shareholders shall be entitled to retain any such
dividend, other distribution or other return of capital or value authorised,
declared, made or paid.
11. Intentions with regard to the business of DORE
Strategic plans
Bagnall is committed to renewable energy infrastructure as an asset class and
wishes to continue to invest in this sector following the acquisition of DORE.
Bagnall recognises the quality of DORE's portfolio and, from the Effective
Date, Bagnall therefore expects to continue DORE's stated strategy of
investing in a diversified portfolio of hydropower, solar and other
infrastructure assets across the UK, Ireland and Northern Europe. DORE's
stated aim of achieving a diversified set of long-term, resilient and
predictable revenues by investing in projects in varied geographies, with
different technologies, asset lives and yield profiles will be continued under
the management of its current portfolio managers, with the DORE portfolio
being rebalanced, if necessary, in accordance with Bagnall's investment
targets.
Board composition and governance arrangements
The Bagnall Board intends to delist DORE immediately following the Effective
Date. Consequently, DORE will not require listed company governance structures
following the Effective Date, and it is intended that each of the DORE
Directors will step down from the DORE Board upon the Effective Date.
Employees
As an externally managed UK investment trust, DORE does not have any employees
and, therefore, does not operate any pension schemes, nor does it have any
arrangements in place for any employee involvement in its capital. However,
DORE's indirect subsidiary, Tunsjons Kraft AB, employs one individual in an
operational role. Bagnall recognises that this employee will continue to be an
important factor in maximising the success of Tunsjons Kraft AB and does not
expect or intend for the Acquisition to have any impact on their continued
employment. Were Bagnall to consider any such changes, it intends to consult
with the employee and/or their representatives (as applicable) as required by
applicable law.
It is intended that ongoing operational transactions, contractual arrangements
and other operational matters will progress on a business as usual basis
during the Offer Period and once completion of the Acquisition has taken
place.
Fixed assets, research and development
DORE's registered office is the business address of DORE's registrar at
Central Square, 29 Wellington Street, Leeds LS1 4DL. DORE's portfolio is
principally managed by Tom Williams, Henrik Dahlstrӧm and Tom Moore, assisted
by members of the Investment Manager's wider Energy and Infrastructure team,
from the Investment Manager's office at 10 Lower Thames Street, London EC3R
6AF. Together, these are DORE's principal places of business. As DORE itself
does not have any employees, it does not consider itself to have a
headquarters.
DORE's fixed assets are represented by its investment portfolio of renewable
energy infrastructure assets. DORE does not have a research and development
function.
Investment management arrangements
DORE entered into an investment management agreement amongst the Investment
Manager, DORE and the DORE AIFM (the "DORE Investment Management Agreement")
on 30 January 2024. Under the terms of the DORE Investment Management
Agreement, the Investment Manager has been appointed to act as discretionary
portfolio manager to DORE, subject to the overall supervision of the DORE
Board. Pursuant to the DORE Investment Management Agreement, the Investment
Manager receives a management fee, payable quarterly, of: 0.95 per cent. of
DORE's NAV up to and including £500,000,000; and 0.85 per cent. of DORE's NAV
above £500,000,000, to be applied incrementally and not as against DORE's
total NAV. The Investment Manager does not receive a performance fee. The DORE
Investment Management Agreement contains customary indemnities given by DORE
in favour of the Investment Manager.
In order to assist with the orderly assimilation of DORE's portfolio into the
wider Bagnall group, Bagnall intends to retain the services of the Investment
Manager as investment manager to DORE under the terms of the DORE Investment
Management Agreement for a short transitional period, save that certain terms
are expected to be changed pursuant to the A&R IMA Heads of Terms (as
defined below) so as to reflect: (i) DORE being in private ownership as
opposed to having its ordinary shares listed on the Official List and traded
on the London Stock Exchange's main market for listed securities; (ii) the
Investment Manager agreeing to waive 50 per cent. of the fees to which it is
contractually entitled under the terms of the DORE Investment Management
Agreement following the Effective Date; and (iii) certain other consequential
changes.
It is expected that the senior individuals at the Investment Manager
responsible for providing the services to DORE will remain the principal
individuals at the Investment Manager responsible for managing the DORE
portfolio. The Bagnall Board attaches great importance to the skills and
experience of these individuals and believes they will be a key factor in
maximising the success of DORE following the Effective Date. They will
continue to be supported in their roles as lead portfolio managers by such of
the Investment Manager's staff as is deemed necessary from time to time.
The separate asset management services agreements entered into between the
DORE Asset Manager (the ultimate parent company of which is also Downing Group
LLP) and each special purpose vehicle controlled by DORE to hold DORE's
renewable energy infrastructure assets are expected to remain in effect after
the Effective Date.
Listing and trading facilities
It is intended that dealings in, and registration of transfers of, DORE Shares
(other than the registration of the transfer of the Scheme Shares to Bidco
pursuant to the Scheme) will be suspended shortly before the Effective Date at
a time to be set out in the Scheme Document. It is further intended that
applications will be made to the London Stock Exchange to cancel trading in
the DORE Shares on the London Stock Exchange's main market for listed
securities, and to the FCA to cancel the listing of the DORE Shares on the
Official List, in each case with effect from, or shortly following, the
Effective Date.
Further details about the de-listing and cancellation of trading of the DORE
Shares can be found in paragraph 16 of this announcement.
No statements in this paragraph 11 are "post-offer undertakings" for the
purposes of Rule 19.5 of the Code.
12. Financing of the Acquisition
The cash consideration payable by Bidco pursuant to the Acquisition will be
funded from a combination of: (i) the existing cash resources of Bagnall,
which include proceeds received by Bagnall from the issue of the Bagnall
Unsecured Floating Rate Bonds to certain investors who are interested in DORE
Shares (summarised below); and (ii) funds drawn down by Bagnall under the
Bagnall Revolving Credit Facility. Bagnall has made those cash resources
available to Bidco by way of an intercompany loan.
Between 22 - 27 May 2025, T.Choithram & Sons and The Greencliffe
Foundation made an investment in Bagnall's portfolio of assets by subscribing
(through their nominee, Downing Nominees Limited) for £18,000,000 and
£3,900,000 Bagnall Unsecured Floating Rate Bonds respectively, subject to the
terms and conditions set out in the Bagnall Unsecured Floating Rate
Instrument. Under the terms of the Bagnall Unsecured Floating Rate Instrument,
the Bagnall Unsecured Floating Rate Bonds shall mature 18 months after their
date of issue, and for so long as they remain outstanding interest shall be
payable on the par value of the Bagnall Unsecured Floating Rate Bonds at a
rate of (i) 2.75 per cent. per annum over SONIA should the aggregate par value
of the Bagnall Unsecured Floating Rate Bonds be less than or equal to
£15,000,000; or (ii) 3 per cent. per annum over SONIA should the aggregate
par value of the Bagnall Unsecured Floating Rate Bonds exceed £15,000,000.
Pursuant to the terms of the Bagnall Unsecured Floating Rate Instrument,
Bagnall is required to pay to the Investment Manager an arrangement fee equal
to 1 per cent. of the aggregate principal amount of the Bagnall Unsecured
Floating Rate Bonds in connection with the arranging and issue of the Bagnall
Unsecured Floating Rate Bonds.
In connection with Rule 16.1 of the Code, Singer Capital Markets has reviewed
the terms of the Bagnall Unsecured Floating Rate Bonds together with other
information deemed relevant and advised DORE that, in its opinion, the terms
of the Bagnall Unsecured Floating Rate Bonds, including the associated
arrangement fee payable to the Investment Manager, are on market terms and are
fair and reasonable as far as independent DORE Shareholders are concerned.
Singer Capital Markets is acting as the independent financial adviser to DORE
for the purposes of Rule 3 of the Code.
Further information on the financing of the Acquisition will be set out in the
Scheme Document.
Dickson Minto Advisers, in its capacity as financial adviser to Bidco and
Bagnall, confirms that it is satisfied that sufficient financial resources are
available to Bidco to enable it to satisfy in full the cash consideration
payable to Scheme Shareholders under the terms of the Acquisition.
All fees, costs and expenses incurred by members of the Bagnall Group in
connection with the Acquisition will be met from the existing cash resources
of the Bagnall Group.
13. Offer-related arrangements
Co-operation Agreement
On 20 June 2025, DORE, Bagnall and Bidco entered into a co-operation agreement
in relation to the Acquisition (the "Co-operation Agreement"), pursuant to
which, among other things: (i) DORE and Bidco have agreed to provide each
other with all reasonable information and assistance required to obtain the
applicable regulatory clearance Conditions; (ii) Bagnall and Bidco have agreed
to assist DORE with the preparation of the Scheme Document; and (iii) DORE and
Bidco have agreed to certain provisions if the Scheme should switch to a
Takeover Offer.
The Co-operation Agreement will terminate:
(i) if agreed in writing between the parties at any time prior to
the Effective Date;
(ii) if this announcement is not released via a Regulatory
Information Service by 5.30 p.m. on the date of the Co-operation Agreement;
(iii) upon written notice from Bidco to DORE if an Adverse
Recommendation Change (as defined in the Co-operation Agreement) occurs; and
(iv) upon written notice from Bidco to DORE or DORE to Bidco, if: (A)
prior to the Long Stop Date, any Condition has been invoked by Bidco (where
the invocation of the relevant Condition is permitted by the Panel); (B) a
Competing Proposal (as defined in the Co-operation Agreement) is: (1)
recommended by the DORE Board or any committee thereof or (2) completes,
becomes effective or is declared or becomes unconditional; (C) the Acquisition
is, with the permission of the Panel (if required), terminated, withdrawn or
lapses in accordance with its terms prior to the Long Stop Date (other than
where such lapse or withdrawal is as a result of the exercise of Bidco's right
to effect a Switch (as defined in the Co-operation Agreement) and such Switch
is an Agreed Switch (as defined in the Co-operation Agreement)); (D) the
Scheme is not approved by the requisite majority of the Scheme Voting
Shareholders at the Court Meeting, the Resolutions are not passed by the
requisite majority of the DORE Shareholders at the General Meeting, or the
Court refuses to sanction the Scheme and, in any such case, within two
Business Days of a request from Bidco following such occurrence, DORE fails to
give its consent to implement the Acquisition by way of a Takeover Offer
rather than the Scheme; (E) the Court Meeting or the General Meeting or the
Court Hearing is/are not held on or before the 22nd day after the expected
date of such meeting or hearing as may be set out in the Scheme Document (or
such later date as may be agreed in writing between the parties with the
consent of the Panel and the approval of the Court (if such approval is
required)); or (F) unless otherwise agreed by the parties in writing, the
Effective Date has not occurred by the Long Stop Date.
The above summary of the Co-operation Agreement does not purport to be
complete and is subject to, and qualified in its entirety by, the text of the
Co-operation Agreement, which is available for inspection as described in
paragraph 20 of this announcement.
Non-disclosure Agreement
On 30 April 2025, Bagnall and DORE entered into a non-disclosure agreement
(the "Non-disclosure Agreement") in relation to the Acquisition, pursuant to
which, amongst other things, both parties have undertaken to: (a) subject to
certain exceptions, keep information relating to the other party and the
Acquisition confidential and not to disclose it to third parties; and (b) use
such confidential information only in connection with the Acquisition. These
confidentiality obligations will remain in force until the earlier of: (i) 12
months from the date of the Non-disclosure Agreement (except to the extent
that the confidential information relates to the existence and contents of
discussions about the Acquisition, in relation to which the confidentiality
obligations will remain in force until 18 months from the date of the
Non-disclosure Agreement); or (ii) the completion of the Acquisition.
The A&R IMA Heads of Terms
Bagnall and the Investment Manager have entered into non-legally binding heads
of terms dated 13 June 2025 (the "A&R IMA Heads of Terms") pursuant to
which it is proposed that, conditional upon and with effect from the
Acquisition becoming Effective, and subject to the approval of DORE and the
AIFM as necessary, the DORE Investment Management Agreement will be amended
and restated so as to reflect: (i) the AIFM no longer being a party to that
agreement; (ii) the fact that the DORE Shares will no longer be traded on the
London Stock Exchange's main market for listed securities; (iii) that the fees
payable to the Investment Manager in respect of the services it provides to
DORE pursuant to the DORE Investment Management Agreement following the
Effective Date will be reduced by 50 per cent. from those that it is
contractually entitled to under the DORE Investment Management Agreement; and
(iv) other consequential changes in the light of the foregoing. All other
terms of the DORE Investment Management Agreement are expected to remain in
place.
14. Structure of and conditions to the Acquisition
It is intended that the Acquisition will be implemented by means of a
Court-sanctioned scheme of arrangement between DORE and Scheme Shareholders
under Part 26 of the Companies Act (although Bidco reserves the right to
implement the Acquisition by way of a Takeover Offer, subject to the consent
of the Panel and the terms of the Co-operation Agreement).
The purpose of the Scheme is to provide for Bidco to become the holder of the
entire issued and to be issued ordinary share capital of DORE not already
owned by the Bagnall Group. This is to be achieved by the transfer of Scheme
Shares to Bidco in consideration for which Scheme Shareholders will receive
cash consideration due under the Offer. The transfer to Bidco of the Scheme
Shares is intended to result in DORE becoming a wholly-owned subsidiary of
Bidco. Immediately upon completion of the Scheme, it is expected that Bagnall
will transfer is existing holding of DORE Shares to Bidco in exchange for the
issue of ordinary shares in Bidco to Bagnall.
Conditions to the Acquisition
The Scheme is subject to the Conditions and certain further terms set out in
Appendix 1 to this announcement and to the full terms and conditions that will
be set out in the Scheme Document. In particular, the Scheme will only become
Effective if, amongst other things, the following events occur on or before
11.59 p.m. (London time) on the Long Stop Date:
(a) the approval of the Scheme by a majority in number of Scheme
Voting Shareholders eligible to vote, representing at least 75 per cent. of
the voting rights of the Scheme Voting Shareholders eligible to vote, in each
case present and voting, either in person or by proxy, at the Court Meeting;
(b) the Resolutions being duly passed at the General Meeting;
(c) the sanction of the Scheme by the Court (with or without
modification but subject to any modification being on terms acceptable to DORE
and Bidco);
(d) following the sanction by the Court, a copy of the Court Order
being delivered to the Registrar of Companies;
(e) the satisfaction (or, where applicable, waiver) of the NSIA
Condition;
(f) the satisfaction (or, where applicable, waiver) of the OFGEM
Condition;
(g) the satisfaction (or, where applicable, waiver) of the Swedish
Foreign Direct Investment Condition;
(h) the satisfaction (or, where applicable, waiver) of the
Icelandic Foreign Direct Investment Condition; and
(i) all other Conditions to the Scheme being satisfied or (where
applicable) waived.
The Scheme Shares held by Tony McGing (a director of Bagnall), Elaine McGing
(Mr McGing's spouse) and Niall O'Reilly (company secretary to Bagnall) are not
Scheme Voting Shares as each of Mr McGing, Mrs McGing and Mr O'Reilly has
consented to be treated as a separate class of Scheme Shareholder not entitled
to vote such Scheme Shares at the Court Meeting, but they will be permitted to
vote such Scheme Shares at the General Meeting. Upon the Scheme becoming
Effective, the Scheme Shares held by Mr McGing, Mrs McGing and Mr O'Reilly
will be acquired by Bidco pursuant to, and on the terms of, the Scheme.
Additionally, the Scheme will lapse if, amongst other things:
(a) the Court Meeting and/or the General Meeting is not held by the
22(nd) day after the expected date of such meeting, which will be set out in
the Scheme Document in due course (or such later date as may be agreed between
Bidco and DORE with the consent of the Panel and, in the case of the Court
Meeting, as the Court may allow); or
(b) the Court Hearing is not held by the 22(nd) day after the
expected date of such hearing, which will be set out in the Scheme Document in
due course (or such later date as may be agreed between Bidco and DORE with
the consent of the Panel, and as the Court may allow); or
(c) the Scheme does not become Effective by 11.59 p.m. (London
time) on the Long Stop Date.
Upon the Scheme becoming Effective: (a) it will be binding on all Scheme
Shareholders, irrespective of whether or not they attended or voted at the
Court Meeting or the General Meeting (and, if they attended and voted, whether
or not they voted in favour); and (b) share certificates in respect of Scheme
Shares will cease to be of value and should be destroyed and entitlements to
Scheme Shares held within the CREST system will be cancelled. The cash
consideration payable under the Scheme will be despatched to Scheme
Shareholders no later than 14 days after the Effective Date.
Full details of the Scheme will be included in the Scheme Document, together
with notices of the Court Meeting and the General Meeting. The Scheme Document
will also contain the expected timetable for the Acquisition and will specify
the necessary actions to be taken by Scheme Shareholders. It is expected that
the Scheme Document, together with the Forms of Proxy, will be posted to DORE
Shareholders and, for information only, to persons with information rights
within 28 days of this announcement (or such later time as Bidco, DORE and the
Panel may agree). Subject, amongst other things, to the satisfaction or (where
applicable) waiver of the Conditions, it is expected that the Scheme will
become Effective in the third or early in the fourth quarter of 2025.
The Scheme will be governed by English law and will be subject to the
jurisdiction of the Court. The Scheme will also be subject to the applicable
requirements of the Companies Act, the Court, the Code, the Panel, the FCA,
the London Stock Exchange and the Registrar of Companies.
There are no agreements or arrangements to which Bidco is a party which relate
to the circumstances in which it may or may not invoke or seek to invoke a
Condition of the Acquisition.
15. Right to switch to a Takeover Offer
Bidco reserves the right to elect, with the consent of the Panel (and subject
to the terms of the Co-operation Agreement), to implement the Acquisition by
way of a Takeover Offer for the entire issued and to be issued ordinary share
capital of DORE not already held by the Bagnall Group as an alternative to the
Scheme.
In such an event, the Acquisition will be implemented on the same terms and
conditions, so far as applicable, as those which would apply to the Scheme
(subject to appropriate amendments for an acquisition being made by way of a
Takeover Offer, including (without limitation) the inclusion of an acceptance
condition set at 90 per cent. of the DORE Shares to which the Takeover Offer
relates (or such lesser percentage as may be determined by Bidco after
consultation with the Panel (if necessary), being, in any case, more than 50
per cent. of the voting rights normally exercisable at a general meeting of
DORE, including, for this purpose, any such voting rights attaching to DORE
Shares that are issued before the Takeover Offer becomes or is declared
unconditional, whether pursuant to the exercise of any outstanding
subscription or conversion rights or otherwise)). Further, if sufficient
acceptances of the Takeover Offer are received and/or sufficient DORE Shares
are otherwise acquired, it is the intention of Bidco to apply the provisions
of the Companies Act to compulsorily acquire any outstanding DORE Shares to
which the Takeover Offer relates.
16. De-listing and re-registration
It is intended that dealings in DORE Shares will be suspended on or shortly
before the Effective Date at a time to be set out in the Scheme Document. It
is further intended that an application will be made to each of the London
Stock Exchange and the FCA to cancel trading in DORE Shares on the London
Stock Exchange's main market for listed securities and to remove the listing
of the DORE Shares from the Official List, respectively, with effect from or
shortly after the Effective Date.
The last day of dealing in DORE Shares on the London Stock Exchange's main
market for listed securities is currently expected to be the Business Day
immediately prior to the Effective Date and it is currently intended that no
transfers will be registered after 6.00 p.m. (London time) on that date.
Share certificates in respect of DORE Shares will cease to be valid and should
be destroyed on the Effective Date. In addition, entitlements held within
CREST to DORE Shares will be cancelled on the Effective Date.
It is Bidco's intention that, as soon as practicable following de-listing,
DORE will be re-registered as a private limited company.
17. Disclosure of interests in DORE
As at the Latest Practicable Date, other than: (i) the disclosures set out in
this paragraph 17; and (ii) the irrevocable undertakings and letters of intent
referred to in paragraph 6 of this announcement, none of Bidco, or any of its
directors or, so far as Bidco is aware, any person acting, or deemed to be
acting, in concert with Bidco, had:
(a) an interest in, or right to subscribe for, relevant securities
of DORE;
(b) any short position in (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 obligation or right to
require another person to purchase or take delivery of, relevant securities of
DORE;
(c) procured an irrevocable commitment or letter of intent to
accept the terms of the Acquisition in respect of relevant securities of DORE;
or
(d) borrowed, lent or entered into any financial collateral
arrangements or dealing arrangements of the kind referred to in Note 11 on the
definition of acting in concert in the Code in respect of any relevant
securities of DORE.
Other than the irrevocable undertakings described in paragraph 6 of this
announcement, no arrangement exists between Bidco or DORE or any person acting
in concert with Bidco or DORE in relation to DORE Shares. For these purposes,
an arrangement includes any indemnity or option arrangement, and any agreement
or any understanding, formal or informal, of whatever nature, relating to DORE
Shares which may be an inducement to deal or refrain from dealing in such
securities.
Holdings in DORE held by Bidco and its concert parties
As at the Latest Practicable Date, the following interests in relevant
securities of DORE were held by, or on behalf of, the following persons or
entities who are deemed to be acting in concert with Bidco under the Code for
the purposes of the Acquisition:
(a) Bagnall beneficially owns, in aggregate, 43,135,056 DORE
Shares;
(b) the Investment Manager beneficially owns, in aggregate,
1,276,361 DORE Shares;
(c) Downing Sustainable Investment I, being a fund managed by the
Investment Manager, beneficially owns, in aggregate, 1,801,800 DORE Shares;
(d) Mr James Weaver, a partner and member of the Executive
Committee of Downing LLP, beneficially owns, in aggregate, 10,000 DORE Shares;
(e) Mr Kostas Manolis, a partner and member of the Executive
Committee of Downing LLP, beneficially owns, in aggregate, 31,098 DORE Shares;
(f) Mr Nick Lewis, a partner and member of the Executive Committee
of Downing LLP, beneficially owns, in aggregate, 570,000 DORE Shares;
(g) Mr Tony McGing, a partner a partner and member of the Executive
Committee of Downing LLP and a director of Bagnall, beneficially owns, in
aggregate, 121,703 DORE Shares;
(h) Mrs Elaine McGing, Mr McGing's spouse, beneficially owns, in
aggregate, 362,303 DORE Shares;
(i) Mr Henrik Dahlstrom, an investment director of Downing LLP
with responsibility for the management of DORE's portfolio of assets,
beneficially owns, in aggregate, 51,000 DORE Shares;
(j) Mr Tom Williams, a partner of Downing LLP with responsibility
for the management of DORE's portfolio of assets, beneficially owns, in
aggregate, 491,395 DORE Shares;
(k) Mr Mehal Shah, an investment director of Downing LLP involved
in the management of both DORE and Bagnall, beneficially owns, in aggregate,
3,712 DORE Shares; and
(l) Mr Vinay Desai, an associate director of Downing LLP involved
in the management of both DORE and Bagnall, beneficially owns, in aggregate,
1,245 DORE Shares.
In this paragraph 17:
· "relevant securities of DORE'' means DORE Shares and securities
convertible or exchangeable into DORE Shares; and
· "interests in securities" arise, in summary, when a person has a long
economic exposure, whether absolute or conditional, to changes in the price of
securities (and a person who only has a short position in securities is not
treated as interested in those securities). In particular, a person will be
treated as having an 'interest' by virtue of the ownership, voting rights or
control of securities, or by virtue of any agreement to purchase, option in
respect of, or derivative referenced to, securities.
18. Overseas shareholders
The availability of the Acquisition and the distribution of this announcement
to persons resident in, or citizens of, or otherwise subject to, jurisdictions
outside the United Kingdom may be affected by the laws of the relevant
jurisdictions. Such persons should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdiction. DORE
Shareholders who are in any doubt regarding such matters should consult an
appropriate independent professional adviser in the relevant jurisdiction
without delay.
This announcement is not intended to, and does not, constitute or form part of
any offer to sell or to subscribe for, or any invitation to purchase or
subscribe for, or the solicitation of any offer to purchase or otherwise
subscribe for, any securities. DORE Shareholders are advised to read carefully
the Scheme Document and the Forms of Proxy once these have been despatched.
Further information for DORE Shareholders resident, or located, in overseas
jurisdictions will be set out in the Scheme Document.
19. General
The Scheme Document and the Forms of Proxy accompanying the Scheme Document
are expected to be sent to DORE Shareholders within 28 days of this
announcement (or such later time as Bidco, DORE and the Panel may agree). A
copy of the Scheme Document is also expected to be sent (for information only)
to persons with information rights at the same time as it is posted to DORE
Shareholders.
The Acquisition will be subject to the Conditions and further terms set out in
Appendix 1 to this announcement and to the full terms and conditions which
will be set out in the Scheme Document. The sources and bases of calculation
of certain information contained in this announcement are set out in Appendix
2 to this announcement. Details of the irrevocable undertakings and the
letters of intent given in relation to the Acquisition are set out in Appendix
3 to this announcement. The valuation report in respect of DORE's portfolio of
renewable energy infrastructure assets from Forvis Mazars LLP confirming the
valuation as at 31 March 2025, prepared by the Investment Manager in
connection with the 31 March 2025 NAV published by DORE on 20 June 2025, is
set out in Appendix 4 pursuant to Rule 29 of the Code. Certain definitions and
terms used in this announcement are set out in Appendix 5 to this
announcement.
In deciding whether or not to vote or procure votes to approve the Scheme at
the Court Meeting or to vote or procure votes in favour of the Resolutions at
the General Meeting in respect of their DORE Shares, DORE Shareholders who are
eligible to vote at such meetings should rely on the information contained,
and follow the procedures described, in the Scheme Document.
Prior to the Effective Date, in the event that the renewable energy
infrastructure assets within DORE's portfolio were to be sold at the valuation
reported on in the valuation report set out in Appendix 4 to this
announcement, any gains realised on such disposals may, in certain
circumstances, be subject to taxation in the applicable jurisdiction (save
where any exemptions and/or reliefs apply). If DORE were to dispose of its
entire portfolio of renewable energy infrastructure assets it would seek to do
so, where possible, by the sale of the shares in a direct underlying
subsidiary which holds such assets. As an investment trust for the purposes of
UK taxation, DORE would generally be exempt from UK corporation tax on any
gains realised from such disposal. In connection with the Acquisition, it is
not contemplated that any aforementioned liability to taxation will
crystallise.
Dickson Minto Advisers and Singer Capital Markets have each given and not
withdrawn their consent to the publication of this announcement with the
inclusion herein of the references to their names in the form and context in
which they appear.
Forvis Mazars LLP has given and not withdrawn its consent to the publication
of the valuation report in this announcement with the inclusion herein to the
references to its name and, where applicable, report in the form and context
in which it is included.
For the purposes of Rule 29.5 of the Code, the DORE Board confirms that Forvis
Mazars LLP has confirmed to it that an updated valuation of DORE's portfolio
of renewable energy infrastructure assets as at the date of this announcement
would not be materially different from the valuation as at 31 March 2025
confirmed by Forvis Mazars LLP in the valuation report set out in Appendix 4
to this announcement.
20. Documents available on websites
Copies of the following documents will, by no later than 12 noon on the
Business Day following the date of this announcement, be made available, free
of charge, on Bidco's website at https://www.downing.co.uk/offer and on DORE's
website at https://www.doretrust.com/announcement until the end of the Offer
Period:
(a) this announcement;
(b) the irrevocable undertakings and letters of intent referred to
in paragraph 6 above and summarised in Appendix 3 to this announcement;
(c) the DORE Investment Management Agreement referred to in
paragraph 11 above;
(d) the Bagnall Revolving Credit Facility referred to in paragraph
12 above;
(e) the Bagnall Unsecured Floating Rate Bond Instrument referred to
in paragraph 12 above;
(f) the Co-operation Agreement referred to in paragraph 13 above;
(g) the Non-disclosure Agreement referred to in paragraph 13 above;
(h) the A&R IMA Heads of Terms referred to in paragraph 13
above;
(i) the consent letters from each of Dickson Minto Advisers and
Singer Capital Markets referred to in paragraph 19 above;
(j) the valuation report from Forvis Mazars LLP as set out in
Appendix 4 to this announcement; and
(k) the consent and no material difference letter from Forvis
Mazars LLP referred to in paragraph 19 above.
For the avoidance of doubt, the content of the websites referred to above and
any websites accessible from hyperlinks on these websites is not incorporated
into and does not form part of this announcement.
Enquiries:
Dickson Minto Advisers (Financial Adviser to Bidco and Bagnall)
Douglas Armstrong
Andrew Manson Tel: +44 (0) 20 7649 6823
Tel: +44 (0) 131 200 1605
Bagnall Tel: +44 (0) 20 7416 7780
James Watson (Chair)
Tony McGing
Judith MacKenzie
Camarco (PR Adviser to Bagnall) E: projectsnow@camarco.co.uk
Jennifer Renwick Tel: +44 7928 471 013
Rebecca Waterworth Tel: +44 7780 503 708
DORE via Singer Capital Markets
Hugh Little (Chair)
Singer Capital Markets (Financial Adviser, Rule 3 Adviser and Corporate Broker Tel: +44 (0) 20 7496 3000
to DORE)
Alaina Wong
Sam Butcher
Jalini Kalaravy
Cardew Group (PR Adviser to DORE) E: DORE@cardewgroup.com
Ed Orlebar Tel: +44 (0) 20 7930 0777
Tania Wild +44 (0)7738 724630
Henry Crane +44 (0)7425 536903
+44 (0)7918 207157
Dickson Minto LLP is acting as legal adviser to Bidco and Bagnall.
Gowling WLG (UK) LLP is acting as legal adviser to DORE.
Inside information
This announcement contains inside information as defined in the Market Abuse
Regulation. Upon the
publication of this announcement via a Regulatory Information Service, such
inside information will be
considered to be in the public domain.
The person responsible for arranging the release of this announcement on
behalf of DORE is Charlotte Perkins, MUFG Corporate Governance Limited,
Company Secretary. DORE's LEI number is 2138004JHBJ7RHDYDR62.
Important notices relating to financial advisers
Singer Capital Markets, which is authorised and regulated in the United
Kingdom by the FCA, is acting as Financial Adviser exclusively to DORE and no
one else in connection with the matters described in this announcement and
will not regard any other person as its client in respect thereof or be
responsible to anyone other than DORE for providing the protections afforded
to clients of Singer Capital Markets or its affiliates nor for providing
advice in connection with any matter referred to in this announcement. Neither
Singer Capital Markets nor any of its affiliates (nor their respective
directors, officers, employees or agents) owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether in contract,
in tort, under statute or otherwise) to any person who is not a client of
Singer Capital Markets or its affiliates in connection with this announcement,
any statement contained herein, the Acquisition or otherwise. No
representation or warranty, express or implied, is made by Singer Capital
Markets as to the contents of this announcement.
Dickson Minto Advisers, which is authorised and regulated in the United
Kingdom by the FCA, is acting as Financial Adviser exclusively to Bidco and
Bagnall and no-one else in connection with the matters described in this
announcement and will not regard any other person as its client in respect
thereof or be responsible to anyone other than Bidco or Bagnall for providing
the protections afforded to clients of Dickson Minto Advisers or its
affiliates nor for providing advice in connection with any matter referred to
in this announcement. Neither Dickson Minto Advisers nor any of its affiliates
(nor their respective directors, officers, employees or agents) owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Dickson Minto Advisers or its affiliates in
connection with this announcement, any statement contained herein, the
Acquisition or otherwise. No representation or warranty, express or implied,
is made by Dickson Minto Advisers as to the contents of this announcement.
Further information
This announcement is for information purposes only. It 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 Acquisition or otherwise, nor shall there be any
sale, issuance or transfer of securities in DORE in any jurisdiction in
contravention of applicable law. The Acquisition will be made solely through
the Scheme Document (or, in the event that the Acquisition is to be
implemented by means of a Takeover Offer, the Offer Document), which will
contain the full terms and conditions of the Acquisition, including details of
how to vote in respect of the Scheme. Any voting decision or response in
relation to the Acquisition should be made solely on the basis of the Scheme
Document (or, in the event that the Acquisition is to be implemented by means
of a Takeover Offer, the Offer Document). DORE and Bidco urge DORE
Shareholders to read the Scheme Document carefully when it becomes available
because it will contain important information relating to the Acquisition.
The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and the
release of this announcement shall not give rise to any implication that there
has been no change in the facts set out in this announcement since such date.
This announcement does not constitute a prospectus or a prospectus equivalent
document.
No person should construe the contents of this announcement as legal,
financial or tax advice. If you are in any doubt about the contents of this
announcement or the action you should take, you are recommended to seek your
own independent financial advice immediately from your stockbroker, bank
manager, solicitor, accountant, or independent financial adviser duly
authorised under FSMA if you are resident in the United Kingdom or, if not,
from another appropriately authorised independent financial adviser.
Overseas shareholders
This announcement has been prepared in accordance with, and for the purpose
of, complying with English law, the Code, MAR and the DTRs, 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
of jurisdictions outside England.
The release, publication or distribution of this announcement in, into or from
jurisdictions other than the United Kingdom may be restricted by law and/or
regulation and therefore any persons who are not resident in the United
Kingdom or who are subject to the laws of any jurisdiction other than the
United Kingdom (including Restricted Jurisdictions) should inform themselves
about, and observe, any applicable legal or regulatory requirements. In
particular, the ability of persons who are not resident in the United Kingdom
or who are subject to the laws of any jurisdiction other than the United
Kingdom to participate in the Acquisition or to vote their Scheme Voting
Shares or DORE Shares (as applicable) in respect of the Scheme at the Court
Meeting or the Resolutions at the General Meeting, or to appoint another
person as proxy to vote at the Court Meeting or the General Meeting on their
behalf, may be affected by the laws of the jurisdictions in which they are
located or to which they are subject. Any failure to comply with applicable
legal or regulatory requirements of any jurisdiction may constitute a
violation of securities laws in that jurisdiction. To the fullest extent
permitted by applicable law, the companies, advisers and persons involved in
the Acquisition disclaim any responsibility or liability for the violation of
such restrictions by any person.
Unless otherwise determined by Bidco or required by the Code, and permitted by
applicable law and regulation, the Acquisition shall not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction or any
other jurisdiction where to do so would violate the laws or regulations in
that jurisdiction and no person may vote in favour of the Acquisition by use
of the mails or any other means or instrumentality (including, without
limitation, 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
or from within a Restricted Jurisdiction or any other jurisdiction if to do so
would constitute a violation of the laws of that jurisdiction.
Copies of this announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from any Restricted
Jurisdiction or any other jurisdiction where to do so would constitute a
violation of the laws or regulations of such jurisdiction and persons
receiving such documents (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send them in, into or from any
Restricted Jurisdiction or any other jurisdiction where to do so would
constitute a violation of the laws or regulations of such jurisdiction. Doing
so may render invalid any related purported vote in respect of, or acceptance
of, the Acquisition.
If the Acquisition is implemented by way of a Takeover Offer (unless otherwise
permitted by applicable law or regulation), the Takeover Offer may not be
made, directly or indirectly, in or into, or by use of the mails or any other
means or instrumentality (including, without limitation, 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 Takeover Offer will not be capable of
acceptance by any such use, means, instrumentality or facility or from within
any Restricted Jurisdiction.
The availability of the Acquisition to DORE Shareholders who are not resident
in the United Kingdom may be affected by the laws of the jurisdiction in which
they are resident. Persons who are not resident in the United Kingdom should
inform themselves of, and observe, any applicable requirements.
Further details in relation to DORE Shareholders in overseas jurisdictions
will be contained in the Scheme Document.
The Acquisition will be subject to the applicable requirements of the
Companies Act, the Court, the Code, the Panel, the FCA, the London Stock
Exchange and the Registrar of Companies.
Additional information for US investors
The Acquisition relates to the shares of an English company and is expected to
be implemented by means of a scheme of arrangement provided for under the
Companies Act. A transaction implemented by means of a scheme of arrangement
is not subject to the tender offer rules or the proxy solicitation rules under
the US Exchange Act. The Acquisition is subject to the disclosure requirements
and practices applicable to a scheme of arrangement involving a target company
in England whose shares are traded on the main market of the London Stock
Exchange, which differ from the disclosure requirements of the US tender offer
and proxy solicitation rules.
The financial information with respect to DORE included in this announcement
and the Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the Offer Document) has been or will have been prepared in
accordance with accounting standards applicable in the UK and may not
therefore be comparable to the financial information of US companies or
companies whose financial statements are prepared in accordance with generally
accepted accounting principles in the US. Generally accepted accounting
principles in the US differ in certain significant respects from accounting
standards applicable in the UK.
If, in the future, Bidco exercises its right to implement the Acquisition by
way of a Takeover Offer and determines to extend the Takeover Offer into the
US, the Acquisition will be made in compliance with applicable US laws and
regulations, including Section 14(e) of the US Exchange Act and Regulation 14E
thereunder.
The receipt of cash pursuant to the Acquisition by US DORE Shareholders as
consideration for the transfer of DORE Shares pursuant to the Scheme may be a
taxable transaction for US federal income tax purposes and under applicable US
state and local, as well as foreign and other, tax laws. Each DORE Shareholder
(including each US DORE Shareholder) is urged to consult their own independent
professional adviser immediately regarding the legal and tax consequences of
the Acquisition applicable to them.
Neither the SEC nor any US state securities commission has approved or
disapproved or passed judgment upon the fairness or the merits of the
Acquisition or determined if this announcement is adequate, accurate or
complete. Any representation to the contrary is a criminal offence in the US.
Each of DORE and Bidco is incorporated under the laws of England and Wales. In
addition, some or all of their respective officers and directors reside
outside the US, and some or all of their respective assets are or may be
located in jurisdictions outside the US. Therefore, investors may have
difficulty effecting service of process within the US upon those persons or
recovering against DORE or Bidco or their respective officers or directors on
judgments of US courts, including judgments based upon the civil liability
provisions of US federal securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to a US
court's judgment. It may not be possible to sue DORE or Bidco or their
respective officers or directors in a non-US court for violations of US
securities laws.
In accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) of the US Exchange Act, to the extent applicable, Bidco or its
nominees or brokers (acting as agents) may from time to time make certain
purchases of, or arrangements to purchase, DORE Shares outside the US, other
than pursuant to the Acquisition, until the date on which the Acquisition
becomes Effective, lapses or is otherwise withdrawn, in compliance with
applicable law, including the US Exchange Act. These purchases may occur
either in the open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be disclosed as
required in the United Kingdom, will be reported via a Regulatory Information
Service and will be available on the London Stock Exchange website at:
http://www.londonstockexchange.com.
Further details in relation to US investors in DORE will be contained in the
Scheme Document.
Forward-looking statements
This announcement contains certain statements which are, or may be deemed to
be, "forward-looking statements". These statements are prospective in nature
and are not based on historical facts, but rather on the current expectations
and projections of the management of Bidco, Bagnall and/or DORE (as the case
may be) about future events, and are, therefore, naturally subject to risks,
uncertainties and changes in circumstances that could cause actual results to
differ materially from the future results expressed or implied by the
forward-looking statements. Forward-looking statements often use words such
as, without limitation, "anticipate", "target", "expect", "estimate",
"intend", "plan", "forecast", "project", "goal", "believe", "aim", "will",
"may", "hope", "continue", "would", "could" or "should" or other words of
similar meaning or the negative thereof. Forward-looking statements include,
but are not limited to, statements relating to the following: (i) future
capital expenditures, expenses, revenues, economic performance, financial
conditions, dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of the operations of DORE
or Bidco; and (iii) the effects of government regulation on the business of
DORE or Bidco. There are many factors which could cause actual results to
differ materially from those expressed or implied in forward-looking
statements. Among such factors are changes in global, political, economic,
business, competitive, market and regulatory forces, circumstances or
conditions, future exchange and interest rates, changes in tax rates and
future business combinations or disposals. Such statements are qualified in
their entirety by the inherent risks and uncertainties surrounding future
expectations.
These forward-looking statements are based on numerous assumptions regarding
the present and future business strategies of such persons and the environment
in which each will operate in the future. Except as expressly provided in this
announcement, neither they nor any other statements have been reviewed by the
auditors of Bidco, Bagnall and/or DORE. By their nature, these forward-looking
statements involve known and unknown risks and uncertainties because they
relate to events and depend on circumstances that will or may occur in the
future. The factors described in the context of such forward-looking
statements in this announcement may cause the actual results, performance or
achievements of any such person, or industry results and developments, to be
materially different from any results, performance or achievements expressed
or implied by such forward-looking statements. Although it is believed that
the expectations reflected in such forward-looking statements are reasonable,
none of Bidco, Bagnall and/or DORE can give any assurance that such
expectations will prove to have been correct and persons reading this
announcement are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
announcement. None of Bidco, Bagnall and/or DORE or their respective members,
directors, officers, employees, advisers or any person acting on behalf of one
or more of them, provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward-looking
statements in this announcement will actually occur.
Except as required by the FCA, the London Stock Exchange, the Part VI Rules or
any other applicable law and/or regulation, none of Bidco, Bagnall and/or DORE
or their respective members, directors, officers, employees, advisers or any
person acting on behalf of one or more of them, has any intention or accepts
any obligation to update publicly or revise forward-looking statements,
whether as a result of new information, future events or otherwise, except to
the extent legally required. All subsequent oral or written forward-looking
statements attributable to Bidco, Bagnall, DORE or any persons acting on their
behalf are expressly qualified in their entirety by the cautionary statement
above.
No profit forecasts or estimates or quantified financial benefit statements
No statement in this announcement is intended as a profit forecast, profit
estimate or quantified financial benefit statement for, or in respect of,
Bidco, Bagnall, or DORE for any period and no statement in this announcement
should be interpreted to mean that cash flow from operations, earnings, or
earnings per share or income of those persons (where relevant) for the current
or future financial years would necessarily match or exceed the historical
published cash flow from operations, earnings, earnings per share or income of
those persons (as appropriate).
Publication on websites
A copy of this announcement and the documents required to be published
pursuant to Rule 26.1 and Rule 26.2 of the Code will be made available
(subject to certain restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, on Bidco's website at
https://www.downing.co.uk/offer and on DORE's website at
https://www.doretrust.com/announcement by no later than 12 noon on the
Business Day following the date of this announcement.
Neither the content of these websites nor the content of any other website
accessible from hyperlinks on such websites is incorporated into, or forms
part of, this announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, DORE Shareholders and persons with
information rights may request a hard copy of this announcement, free of
charge, by contacting DORE's registrar, MUFG Corporate Markets (UK) Limited
("MUFG Corporate Markets") in accordance with the procedure set out below.
DORE Shareholders and persons with information rights may also request that
all future documents, announcements and information to be sent to them in
relation to the Acquisition be sent in hard copy form. For persons who have
received a copy of this announcement in electronic form or via a website
notification, a hard copy of this announcement will not be sent to you unless
you have previously notified DORE's registrar, MUFG Corporate Markets, that
you wish to receive all documents in hard copy form or unless requested in
accordance with the procedure set out below.
If calling from within the United Kingdom, you should contact MUFG Corporate
Markets on 0371 664 0300, or if calling from outside the United Kingdom, you
should call +44 (0) 371 664 0300 or by submitting a request in writing by post
to MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds LS1 4DL
or by email to shareholderenquiries@cm.mpms.mufg.com. Calls are charged at the
standard geographic rate and will vary by provider. Calls from outside the
United Kingdom will be charged at the applicable international rate. Lines are
open between 09:00 -17:30, Monday to Friday excluding public holidays in
England and Wales.
Information relating to DORE Shareholders
Please be aware that addresses, electronic addresses and certain other
information provided by DORE Shareholders, persons with information rights and
other relevant persons for the receipt of communications from DORE may be
provided to Bidco during the Offer Period as required under section 4 of
Appendix 4 to the Code to comply with Rule 2.11(c) of the Code.
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.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in one per cent.
or more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (London time) on the 10th business day following the announcement in
which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in
one per cent. or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company or of
any securities exchange offeror. A Dealing Disclosure must contain details of
the dealing concerned and of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 p.m. (London time) on the business day following the date of
the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Code, as at close of business on the Latest
Practicable Date, DORE's issued share capital consisted of 170,124,264
ordinary shares of £0.01 each (excluding any shares held in treasury), each
with voting rights and admitted to trading on the London Stock Exchange's main
market for listed securities under ISIN code GB00BLF7PP25. DORE holds
14,498,223 shares in treasury.
Right to switch to a Takeover Offer
Bidco reserves the right to elect, with the consent of the Panel (and subject
to the terms of the Co-operation Agreement), to implement the Acquisition by
way of a Takeover Offer as an alternative to the Scheme. If the Acquisition is
effected by way of a Takeover Offer, and such offer becomes or is declared
unconditional and sufficient acceptances are received, Bidco intends to
exercise its rights to apply the provisions of Chapter 3 of Part 28 of the
Companies Act so as to acquire compulsorily the remaining DORE Shares in
respect of which the Takeover Offer has not been accepted.
General
If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under FSMA if you are
resident in the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.
Time
All times referred to in this announcement are London times, unless otherwise
stated.
Appendix 1
Conditions TO, and CERTAIN further terms of, the acquisition AND THE SCHEME
The Acquisition and the Scheme will be subject to the Conditions and terms set
out in this Appendix 1 and in the Scheme Document.
Part A
Conditions to the Acquisition and the Scheme
Long Stop Date
1. The Acquisition will be conditional upon the Scheme becoming
unconditional and Effective, subject to the provisions of the Code, by no
later than 11.59 p.m. on the Long Stop Date.
Conditions of the Scheme
2. The Scheme will be conditional upon:
(a)
(i) its approval by a majority in number representing not less
than 75 per cent. of the voting rights of Scheme Voting Shareholders who are
on the register of members of DORE at the Voting Record Time (or the relevant
class or classes thereof, if applicable) in each case present, entitled to
vote and voting, either in person or by proxy, at the Court Meeting and at any
separate class meeting which may be required by the Court or at any
adjournment of any such meeting(s); and
(ii) the Court Meeting and any separate class meeting which may be
required by the Court or any adjournment of any such meeting(s) being held on
or before the 22(nd) day after the expected date of the Court Meeting to be
set out in the Scheme Document in due course (or such later date, if any, as
Bidco and DORE may agree, with the consent of the Panel (and that the Court
may allow, if required));
(b)
(i) the Resolutions being duly passed by the requisite majority or
majorities at the General Meeting or at any adjournment thereof; and
(ii) the General Meeting or any adjournment thereof being held on
or before the 22(nd) day after the expected date of the General Meeting to be
set out in the Scheme Document in due course (or such later date, if any, as
Bidco and DORE may agree, with the consent of the Panel (and that the Court
may allow, if required)); and
(c)
(i) the sanction of the Scheme by the Court with or without
modification (but subject to any such modification being on terms acceptable
to Bidco and DORE);
(ii) the Court Hearing being held on or before the 22(nd) day after
the expected date of the Court Hearing to be set out in the Scheme Document in
due course (or such later date, if any, as Bidco and DORE may agree, with the
consent of the Panel (and that the Court may allow, if required)); and
(iii) the delivery of a copy of the Court Order to the Registrar of
Companies for registration.
Regulatory Clearance Conditions
3. In addition, Bidco and DORE have agreed that, subject as stated
in Part B below and to the requirements of the Panel and the Code, the
Acquisition will be conditional upon the following Conditions 3.1 to 3.4 and,
accordingly, the necessary actions to make the Scheme Effective will not be
taken unless the following Conditions 3.1 to 3.4 (as amended, if appropriate)
have been satisfied or, where relevant, waived prior to the earlier of: (i)
11.59 p.m. on 27 October 2025 (or such later date, if any, as Bidco and DORE
may agree, with the consent of the Panel if required (and that the Court may
allow, if required)); and (ii) 11.59 p.m. on the date immediately preceding
the date of the Court Hearing:
3.1 NSIA Condition
(a) either:
(i) following the notification of the Market Purchases, the
Acquisition and the Hive Down in accordance with the NSIA, the Secretary of
State notifying Bidco and/or Bagnall, as the case may be (before the expiry of
the relevant assessment period within which the Secretary of State may give a
call-in notice under the NSIA), that no further action will be taken in
relation to the Market Purchases, the Acquisition and/or the Hive-Down; or
(ii) in the event that any call-in notice(s) is given in relation
to the Market Purchases, the Acquisition and/or the Hive Down, the Secretary
of State either:
(A) giving a final notification (or notifications) confirming that no
further action will be taken in relation to the Market Purchases, the
Acquisition and/or the Hive Down under the NSIA; or
(B) making a final order (or orders) permitting the Market Purchases,
the Acquisition and/or the Hive Down to proceed subject only to such remedies
or requirements that are reasonably acceptable to Bidco, and such order not
being revoked or varied before completion of the Acquisition.
3.2 OFGEM Condition
In respect of Bidco and/or Bagnall (as applicable) who would, as a result of
the completion of the Acquisition, have control or a majority shareholding (as
defined in the Electricity Act) in respect of Mersey Reactive Power Limited (a
company registered in England and Wales with company number 12650628)
("MRPL"):
(a) MRPL having notified OFGEM in writing of the intention of Bidco
and/or Bagnall (as applicable) to acquire control or a majority shareholding
in MRPL in accordance with the Electricity Act Transmission Independent
Provisions; and
(b) OFGEM having confirmed (with no conditions, or with conditions
which are reasonably acceptable to Bidco) in writing that it has either no
objection to or approves (as applicable) (or OFGEM being deemed to have
provided its confirmation of no objection or approval, to the extent
applicable) Bidco and/or Bagnall (as applicable) acquiring control or a
majority shareholding in MRPL for the purposes of the Electricity Act
Transmission Independence Provisions (provided that any such conditions have
been satisfied in full where such conditions are required to be satisfied
prior to completion of the Acquisition).
3.3 Swedish Foreign Direct Investment Condition
(a) a notification having been made to the Swedish Inspectorate of
Strategic Products (the "Swedish ISP"), pursuant to section 7 of the Swedish
Screening of Foreign Direct Investments Act (2023:560) (the "Swedish FDI Act")
in respect of the Market Purchases, the Acquisition and the Hive Down, and the
Swedish ISP having issued a decision that:
(i) none of the Market Purchases, the Acquisition or the Hive Down
fall within the scope of the Swedish FDI Act;
(ii) authorises or confirms that no further action will be taken in
relation to each of the Market Purchases, the Acquisition and the Hive Down
(to the extent that any of such matters falls within the scope of the Swedish
FDI Act) without any conditions, prescriptions, recommendations or similar
measures to be complied with; or
(iii) authorises each of the Market Purchases, the Acquisition and
the Hive Down (to the extent that any of such matters falls within the scope
of the Swedish FDI Act) with conditions, prescriptions, recommendations or
similar measures reasonably acceptable to Bidco.
3.4 Icelandic Foreign Direct Investment Condition
(a) a letter having been sent to the Icelandic Ministry of
Industries (the "Icelandic MoI"), in respect of the Urðarfellsvirkjun
Acquisition, and the Icelandic MoI having issued a confirmation that:
(i) the Urðarfellsvirkjun Acquisition does not fall within the
scope of the Icelandic Act No. 34/1991 on Foreign Investments in Icelandic
Business Enterprises; or
(ii) authorises the Urðarfellsvirkjun Acquisition without any
conditions, prescriptions, recommendations or similar measures to be complied
with; or
(iii) authorises the Urðarfellsvirkjun Acquisition with conditions,
prescriptions, recommendations or similar measures reasonably acceptable to
Bidco.
General Conditions
4. In addition, Bidco and DORE have agreed that, subject as stated
in Part B below and to the requirements of the Panel and the Code, the
Acquisition will be conditional upon the following Conditions and,
accordingly, the necessary actions to make the Scheme Effective will not be
taken unless the following Conditions (as amended, if appropriate) have been
satisfied or, where relevant, waived prior to the Scheme being sanctioned by
the Court:
General anti-trust and third party clearances
(a) other than in relation to the matters referred to in Conditions
3.1 to 3.4 (inclusive), all notifications to, and filings with, any anti-trust
regulator, government or governmental, quasi-governmental, supranational,
statutory, regulatory, administrative, environmental, fiscal, professional or
investigative body, court, trade agency, association, institution, any entity
owned or controlled by any relevant government or state in any jurisdiction
(each a "Relevant Authority") which are necessary or are reasonably considered
appropriate by Bidco 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 each case in connection with the Acquisition or, except pursuant to
Chapter 3 of Part 28 of the Companies Act, the acquisition or proposed
acquisition of any shares or other securities in, or control or management of,
DORE by any member of the Bagnall Group, and all such authorisations remaining
in full force and effect at the time at which the Acquisition becomes
otherwise unconditional and there being no notice or intimation of an
intention to revoke, suspend, restrict, modify or not to renew such
authorisations;
(b) other than in relation to the matters referred to in Conditions
3.1 to 3.4 (inclusive), no Relevant Authority having decided to take,
institute, implement or threaten any action, proceeding, suit, investigation,
enquiry or reference (and, in each case, not having withdrawn the same), or
required any action to be taken or enacted, or made or proposed any statute,
regulation, decision, order or change to published practice (and in each case,
not having withdrawn the same) and there not continuing to be outstanding any
statute, regulation, decision or order, or otherwise having taken any other
step or done anything, which would or might reasonably be expected to:
(i) require, prevent or materially delay the divestiture, or
materially alter the terms envisaged for any proposed divestiture, by any
member of the Wider Bidco Group or any member of the Wider DORE Group of all
or any portion of their respective businesses, assets or property or impose
any limitation on the ability of all or any of them to conduct their
respective businesses (or any part thereof) or to own, control or manage any
of their respective assets or properties (or any part thereof) to the extent
which, in any such case, is material in the context of the Wider DORE Group or
the Wider Bidco Group (as the case may be);
(ii) require, prevent or materially delay, or materially alter the
terms envisaged for, any proposed divestiture by any member of the Wider Bidco
Group of any shares or other securities in DORE or any other member of the
Wider DORE Group or in any member of the Wider Bidco Group;
(iii) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider Bidco Group directly or
indirectly to acquire or to hold or to exercise effectively, directly or
indirectly, all or any rights of ownership in respect of shares or loans or
securities convertible into shares or any other securities (or the equivalent)
in DORE or any other member of the Wider DORE Group or to exercise voting or
management control over DORE or any other member of the Wider DORE Group to
the extent which, in any such case, is material in the context of the Wider
Bidco Group;
(iv) otherwise adversely affect any or all of the business, assets,
profits, value, financial or trading position or prospects of any member of
the Wider Bidco Group or of any member of the Wider DORE Group to the extent
which, in any such case, is material in the context of the Wider Bidco Group
or the Wider DORE Group (as the case may be) taken as a whole;
(v) make the Scheme, the Acquisition or, in each case, its
implementation or the acquisition or proposed acquisition by Bidco or any
member of the Wider Bidco Group of any shares or other securities in, or
control or management of, DORE or any other member of the Wider DORE Group
void, voidable, illegal, and/or unenforceable under the laws of any relevant
jurisdiction, or otherwise, directly or indirectly, prevent, restrain,
restrict, prohibit, delay or otherwise adversely interfere with the same, or
impose additional conditions or obligations with respect thereto, or otherwise
challenge or interfere therewith, or require amendment to the terms of the
Acquisition, the Scheme or the acquisition or proposed acquisition of any
shares or other securities in, or control of management of, DORE or any other
member of the Wider DORE Group by any member of the Wider Bidco Group;
(vi) require (save as envisaged pursuant to the Acquisition or, if
applicable, sections 974 to 991 of the Companies Act) any member of the Wider
Bidco Group or the Wider DORE Group to acquire or offer to acquire any shares
or other securities (or the equivalent) or interest in any member of the Wider
DORE Group or the Wider Bidco Group or any other asset owned by any third
party;
(vii) result in any member of the Wider DORE Group or the Wider Bidco
Group ceasing to be able to carry on business under any name under which it
presently does so; or
(viii) impose any material limitation on or result in any material delay
in the ability of any member of the Wider Bidco Group to conduct, integrate or
co-ordinate its business, or any part of it, with the businesses or any part
of the businesses of any other member of the Wider DORE Group and/or the Wider
Bidco Group,
and all applicable waiting and other time periods (including extensions
thereof) during which any such Relevant Authority could decide to take,
institute, implement or threaten any such action, proceeding, suit,
investigation, enquiry or reference or take any other step under the laws of
any jurisdiction in respect of the Acquisition, the Scheme or the acquisition
or proposed acquisition of any shares or other securities in, or control or
management of, DORE or any other member of the Wider DORE Group by any member
of the Wider Bidco Group or otherwise intervene, having expired, lapsed or
been terminated;
(c) other than in relation to the matters referred to in Conditions
3.1 to 3.4 (inclusive), all authorisations, orders, recognitions, grants,
consents, licences, confirmations, clearances, permissions and approvals for
the proposed acquisition of any shares or other securities in, or control or
management of, DORE or any other member of the Wider DORE Group by any member
of the Wider Bidco Group having been obtained in terms and in a form
reasonably satisfactory to Bidco from all appropriate Relevant Authorities or
persons or bodies with whom any member of the Wider DORE Group has entered
into contractual arrangements, and all such authorisations, orders,
recognitions, grants, consents, licences, confirmations, clearances,
permissions and approvals together with all authorisations orders,
recognitions, grants, licences, confirmations, clearances, permissions and
approvals necessary to carry on the business of any member of the Wider DORE
Group in any jurisdiction, remaining in full force and effect and all material
filings necessary for such purpose having been made and there being no notice
or intimation of any intention to revoke, suspend, restrict, modify or not to
renew any of the same at the time at which the Acquisition becomes Effective
or otherwise unconditional and all necessary statutory or regulatory
obligations in any jurisdiction having been complied with;
Certain matters arising as a result of any arrangement, agreement etc.
(d) except as Disclosed, there being no provision of any agreement,
arrangement, licence, lease, permit, franchise or other instrument to which
any member of the Wider DORE Group is a party or by or to which any such
member or any of its assets is or are or may be bound, entitled or subject or
any circumstance, which, in each case as a consequence of the Acquisition, the
Scheme or the acquisition or proposed acquisition by any member of the Wider
Bidco Group of any shares or other securities (or the equivalent) in DORE or
because of a change in the control or management of DORE or any other member
of the Wider DORE Group or otherwise, would or would reasonably be expected to
result in any of the following (in any case, to an extent which is material
and adverse in the context of the Wider DORE Group taken as a whole):
(i) any monies borrowed by, or any other indebtedness or
liabilities (actual or contingent) of, or any grant available to, any such
member being or becoming repayable or capable of being declared repayable
immediately or earlier than their or its stated maturity date or repayment
date, or the ability of any such member to borrow monies or incur any
indebtedness being withdrawn or inhibited or being capable of becoming or
being withdrawn or inhibited;
(ii) any assets or interests of, or any asset the use of which is
enjoyed by, any such member being or falling to be disposed of or charged or
ceasing to be available to any such member or any right arising under which
any such asset or interest could be required to be disposed of or charged or
could cease to be available to any such member;
(iii) the creation or enforcement of any mortgage, charge,
encumbrance or other security interest over the whole or any part of the
business, property, assets or interests of any such member or any such
mortgage, charge, encumbrance or other security interest (whenever created,
arising or having arisen) becoming enforceable;
(iv) the rights, liabilities, obligations or interests of any such
member under any such agreement, arrangement, licence, lease, permit,
franchise or other instrument, or the interests or business of any such member
in or with any other person, firm, company or body (or any arrangement or
arrangements relating to any such interest or business) being or becoming
capable of being terminated or adversely modified or affected or any onerous
obligation or liability arising or any adverse action being taken thereunder;
(v) the value of any such member or its financial or trading
position, profits or prospects being prejudiced or adversely affected;
(vi) any such member ceasing to be able to carry on business under
any name under which it presently does so;
(vii) the creation or acceleration of any material liability, actual
or contingent, by any such member, other than trade creditors or other
liabilities incurred in the ordinary course of business;
(viii) any liability of any such member to make any severance,
termination, bonus or other payment to any of its directors; or
(ix) any requirement on any such member to acquire, subscribe, pay up
or repay any shares or other securities (or the equivalent),
and, except as Disclosed, no event having occurred which, under any provision
of any agreement, arrangement, licence, lease, permit, franchise or other
instrument to which any member of the Wider DORE Group is a party or by or to
which any such member or any of its assets may be bound, entitled or subject,
would or might reasonably be expected to result in any of the events or
circumstances as are referred to in sub-paragraphs (i) to (ix) of this
Condition, in each case, to the extent material in the context of the Wider
DORE Group taken as a whole.
Certain events occurring since 31 December 2024
(e) except as Disclosed, no member of the Wider DORE Group having,
since 31 December 2024:
(i) save as between DORE and its wholly-owned subsidiaries or
between such wholly-owned subsidiaries, issued, agreed to issue, or authorised
or proposed the issue of, additional shares of any class, or securities
convertible into or exchangeable for, or rights, warrants or options to
subscribe for or acquire, any such shares of any class or convertible
securities or transferred or sold any shares out of treasury;
(ii) save as between DORE and its wholly-owned subsidiaries or
between such wholly-owned subsidiaries, recommended, declared, paid or made or
proposed to recommend, declare, pay or make any bonus issue, dividend or other
distribution whether payable in cash or otherwise;
(iii) authorised, implemented or effected any merger or demerger with
any body corporate, partnership or business, any joint venture, asset or
profit sharing arrangement, partnership, reconstruction, amalgamation, scheme,
commitment or other transaction or arrangement (other than the Scheme) or
acquired or disposed of or transferred, mortgaged or charged or created any
security interest over any assets or any right, title or interest in any asset
(including shares and trade investments) or authorised or proposed or
announced any intention to propose any merger, demerger, acquisition or
disposal, joint venture, asset or profit sharing arrangement, partnership,
reconstruction, amalgamation, scheme, commitment or other transaction or
arrangement (other than the Scheme), transfer, mortgage, charge or security
interest, in each case to an extent that is material in the context of the
Wider DORE Group taken as a whole;
(iv) save as between DORE and its wholly-owned subsidiaries or
between such wholly-owned subsidiaries, made or authorised or proposed or
announced an intention to propose any material change in its loan capital;
(v) issued, authorised or proposed the issue of, or made any change
in or to, any debentures or, save in the ordinary course of business, incurred
or increased any indebtedness or become subject to any liability (actual or
contingent);
(vi) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, save in respect of the matters mentioned in sub-paragraph (i) above, made
any other change to any part of its share capital;
(vii) entered into or changed the terms of any contract with any
director or senior executive;
(viii) entered into or varied or authorised, proposed or announced its
intention to enter into or vary any contract, agreement, arrangement,
transaction or commitment (whether in respect of capital expenditure or
otherwise) otherwise than in the ordinary course of business which is of a
long term, onerous or unusual nature or magnitude or could reasonably be
expected to involve an obligation of a nature or magnitude which is or would
be reasonably likely to be restrictive on the business of any member of the
Wider DORE Group or which restricts or would restrict the business of any
member of the Wider DORE Group or which involves an obligation of such a
nature or magnitude or which is other than in the ordinary course of business;
(ix) been unable or admitted in writing that it has been unable, or
admitted in writing that it is unable, to pay its debts as they fall due or
having 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;
(x) (other than in respect of a member of the Wider DORE Group
which is dormant and was solvent at the relevant time) taken or proposed any
corporate action or steps or had any legal proceedings started or threatened
against it for its winding--up (voluntary or otherwise), dissolution or
reorganisation or for the appointment of a receiver, administrative receiver,
administrator, trustee or similar officer of all or any of its assets or
revenues or any analogous proceedings in any jurisdiction or had any such
person appointed;
(xi) commenced negotiations with any of its creditors or taken any
step with a view to rescheduling or restructuring any of its indebtedness or
entered into a composition, compromise, assignment or arrangement with any of
its creditors whether by way of a voluntary arrangement, scheme of
arrangement, deed of compromise or otherwise;
(xii) other than with respect to claims between DORE and its
wholly-owned subsidiaries or between such wholly owned subsidiaries, waived,
settled, abandoned or compromised any claim or admitted any dispute, claim or
counter-claim, whether made or potential and whether by or against any member
of the Wider DORE Group to the extent which is material in the context of the
Wider DORE Group;
(xiii) entered into any contract, commitment, arrangement or agreement
or passed any resolution or made any offer (which remains open for acceptance)
with respect to or announced any intention to, or to propose to, effect any of
the transactions, matters or events referred to in this Condition 4(e);
(xiv) terminated or varied the terms of any agreement or arrangement
between any member of the Wider DORE Group and any other person in a manner
which would or might reasonably be expected to be materially adverse to the
Wider DORE Group taken as a whole;
(xv) other than in connection with the Acquisition, made any material
alteration to its constitutional documents;
(xvi) made, proposed, or agreed or consented to or procured any change
to:
(A) the terms of the trust deeds or other governing documents
constituting the pension scheme(s) established by any member of the Wider DORE
Group for its directors, former directors, employees, former employees or
their dependents;
(B) the contributions payable to any such scheme(s) or to the
benefits which accrue, or to the pensions which are payable, thereunder;
(C) the basis on which qualification for, or accrual or entitlement
to, such benefits or pensions are calculated or determined;
(D) the basis upon which the liabilities (including pensions) of such
pension schemes are funded, valued, made, agreed or consented to; or
(E) the manner in which the assets of such pension schemes are
invested;
in each case, other than as required in accordance with applicable law;
(xvii) carried out any act (other than any act arising from or in
connection with the Acquisition):
(A) which would or could reasonably be expected to lead to the
commencement of the winding up of any pension scheme(s) established by any
member of the Wider DORE Group for its directors, former directors, employees,
former employees or their dependents;
(B) would or might create a material debt owed by an employer to any
such pension scheme;
(C) which would or might accelerate any obligation on any employer to
fund or pay additional contributions to any such pension scheme; or
(D) which would, having regard to the published guidance of the
Pensions Regulator, give rise to a liability on a member of the Wider DORE
Group to make payment to any such pension scheme arising out of the operation
of sections 38 and 38A of the Pensions Act 2004;
(xviii) entered into or proposed to enter into one or more bulk annuity
contracts in relation to any such pension scheme pursuant to which a member of
the Wider DORE Group is required to pay further contributions, or agreed to
the entering into of a bulk annuity contract by a trustee of any such pension
scheme, in each case other than as required in accordance with applicable law;
(xix) proposed, agreed to provide or modified the terms of any share
option scheme, incentive scheme or other benefit relating to the employment or
termination of employment of any person employed by the Wider DORE Group; or
(xx) having taken (or agreed or proposed to take) any action which
requires, or would require, the consent of the Panel or the approval of DORE
Shareholders in a general meeting in accordance with, or as contemplated by,
Rule 21.1 of the Code;
No adverse change, litigation or regulatory enquiry
(f) except as Disclosed, since 31 December 2024:
(i) no adverse change or deterioration having occurred, and no
circumstances having arisen which would or might reasonably be expected to
result in any adverse change or deterioration, in the business, assets,
financial or trading position or profits or prospects of any member of the
Wider DORE Group which, in each case, is material in the context of the Wider
DORE Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other
legal or regulatory proceedings to which any member of the Wider DORE Group is
or may become a party (whether as a claimant, defendant or otherwise) and no
investigation, enquiry or complaint by any Relevant Authority or other
investigative body against or in respect of any member of the Wider DORE Group
having been instituted, announced or threatened by or against or remaining
outstanding in respect of any member of the Wider DORE Group which, in each
such case, might reasonably be expected to have a material adverse effect on
the Wider DORE Group taken as a whole;
(iii) no contingent or other liability having increased or arisen or
become apparent to Bidco which would be reasonably likely to adversely affect
the business, assets, value of, or the financial or trading position, profits
or prospects of any member of the Wider DORE Group to an extent which is
material in the context of the Wider DORE Group taken as a whole;
(iv) no steps having been taken and no omissions having been made
which are reasonably likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of the Wider
DORE Group which is necessary for the proper carrying on of its business and
the withdrawal, cancellation, termination or modification of which is material
and reasonably likely to have a material adverse effect on the Wider DORE
Group taken as a whole; and
(v) no member of the Wider DORE Group having conducted its business
in breach of any applicable laws and regulations which in any case is material
in the context of the Wider DORE Group taken as a whole;
No discovery of certain matters
(g) except as Disclosed, Bidco not having discovered (in each case
to an extent which is material in the context of the Wider DORE Group taken as
a whole or material in the context of the Acquisition):
(i) that any financial, business or other information concerning
the Wider DORE Group as contained in the information publicly announced before
the date of this announcement or Disclosed to Bidco or Bagnall or to any of
the Bidco or Bagnall's advisers or otherwise by or on behalf of any member
of the Wider DORE Group is misleading, contains a misrepresentation of fact or
omits to state a fact necessary to make that information not misleading and
which was not subsequently corrected before the date of this announcement by
disclosure by or on behalf of the Wider DORE Group through the publication of
an announcement via a Regulatory Information Service or otherwise to Bidco or
its advisers; or
(ii) that any member of the Wider DORE Group is subject to any
liability (actual or contingent) which is not fairly disclosed in the annual
report and audited financial statements of DORE for the financial year ended
31 December 2024;
(iii) that any past or present member of the Wider DORE Group has
failed to comply with any and/or all applicable legislation or regulations or
other requirements of any jurisdiction, or any permit, authorisation or other
consent, with regard to the use, treatment, storage, carriage, disposal,
spillage, release, discharge, leak or emission of any waste or hazardous
substance or any substance likely to impair the environment (including
property) or harm human health or animal health or otherwise relating to
environmental matters or the health and safety of any person, or that there
has otherwise been any such use, treatment, storage, carriage, disposal,
spillage, release, discharge, leak or emission (whether or not the same
constituted a non-compliance by any person with any such legislation,
regulations or requirements, and wherever the same may have taken place) any
of which use, treatment, storage, carriage, disposal, spillage, release,
discharge, leak or emission or non-compliance would be likely to give rise to
any liability (actual or contingent) on the part of any member of the Wider
DORE Group;
(iv) that circumstances exist whereby a person or class of persons
would be likely to have a claim in respect of any product or process of
manufacture or materials used therein now or previously manufactured, sold or
carried out by any past or present member of the Wider DORE Group; or
(v) that there is, or is reasonably likely to be, for that or any
other reason whatsoever, any liability (actual or contingent) of any past or
present member of the Wider DORE Group to make good, remediate, repair,
reinstate or clean up any property, asset or controlled waters now or
previously owned, occupied, operated or made use of or controlled by any such
past or present member of the Wider DORE Group, under any environmental
legislation, regulation, notice, circular or order of any government,
governmental, quasi--governmental, state or local government, supranational,
statutory or other regulatory body, agency, court, association or any other
person or body in any jurisdiction;
Anti-corruption, sanctions and criminal property
(h) except as Disclosed, Bidco not having discovered that:
(i) any past or present member, director, officer, employee or
agent of the Wider DORE Group is or has at any time engaged in any activity,
practice or conduct that would constitute an offence under the Bribery Act
2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable
anti-corruption legislation or any person that performs or has performed
services for or on behalf of the Wider DORE Group is or has at any time
engaged in any activity, practice or conduct in connection with the
performance of such services which would constitute an offence under the
Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other
applicable anti-corruption legislation; or
(ii) any asset of any member of the Wider DORE Group constitutes
criminal property as defined by section 340(3) of the Proceeds of Crime Act
2002 (but disregarding paragraph (b) of that definition); or
(iii) any past or present member, director, officer or employee of
the Wider DORE Group, or any other person for whom any such person may be
liable or responsible, is or has engaged in any business or activity with, or
made any investments in, or made any funds or assets available to or received
any funds or assets from: (a) any government, entity or individual in respect
of which US, United Kingdom or European Union persons, or persons operating in
those territories, are prohibited from engaging in activities or doing
business, or from receiving or making available funds or economic resources,
by US, United Kingdom or European Union laws or regulations, including the
economic sanctions administered by the US Office of Foreign Assets Control, or
HM Treasury in the United Kingdom; or (b) any government, entity or individual
targeted by any of the economic sanctions of the United Nations, the US, the
United Kingdom, the European Union or any of its member states, save that this
shall not apply if and to the extent that it is or would be unenforceable by
reason of breach of any applicable Blocking Law; or
(iv) any member of the Wider DORE Group has engaged in any
transaction that would cause Bidco or any other member of the Wider Bidco
Group to be in breach of any law or regulation upon completion of the
Acquisition, including the economic sanctions of the US Office of Foreign
Assets Control, or HM Treasury in the United Kingdom, or any government,
entity or individual targeted by any of the economic sanctions of the United
Nations, the US, the United Kingdom, the European Union or any of its member
states, save that this shall not apply if and to the extent that it is or
would be unenforceable by reason of breach of any applicable Blocking Law.
Part B
Certain further terms of the Acquisition and the Scheme
1. The Acquisition will be subject to the satisfaction (or waiver,
if permitted) of the Conditions in Part A above, and to certain further terms
set out in this Part B, and to the full terms and conditions which will be set
out in the Scheme Document.
2. Subject to the requirements of the Panel or the Court, Bidco
reserves the right to waive, in whole or in part, all or any of the Conditions
in Part A above, except for Conditions 1, 2(a)(i), 2(b)(i), 2(c)(i) and
2(c)(iii) which cannot be waived.
3. If any of Conditions 2(a)(ii), 2(b)(ii) or 2(c)(ii) are not
satisfied by the deadline specified in the relevant Condition, Bidco shall
make an announcement by 8.00 a.m. on the Business Day following such deadline
confirming whether it has invoked the relevant Condition, waived the relevant
deadline or agreed with DORE to extend the relevant deadline. Conditions 2(a),
2(b) and 4(a) to 4(h) (inclusive) must be fulfilled, or (if capable of waiver)
waived, by no later than 11.59 p.m. on the date immediately preceding the date
of the Court Hearing. Conditions 3.1 to 3.4 (inclusive) must be fulfilled, or
(if capable of waiver) waived, by no later than the earlier of (i) 11.59 p.m.
on 27 October 2025 (or such later date, if any, as Bidco and DORE may agree,
with the consent of the Panel if required (and that the Court may allow, if
required)) and (ii) 11.59 p.m. on the date immediately preceding the date of
the Court Hearing. The Acquisition will lapse if it does not become Effective
by 11.59 p.m. on the Long Stop Date.
4. Bidco shall be under no obligation to waive (if capable of
waiver) or treat as satisfied any of the Conditions by a date earlier than the
latest date specified above for the fulfilment or waiver thereof,
notwithstanding that the other Conditions to the Acquisition may at such
earlier date have been waived or fulfilled and that there are at such earlier
date no circumstances indicating that any of such Conditions may not be
capable of fulfilment.
5. Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other Condition.
6. Subject to paragraph 7 below, under Rule 13.5(a) of the Code,
Bidco may only invoke a Condition so as to cause the Acquisition not to
proceed, to lapse or to be withdrawn with the consent of the Panel. The Panel
will normally only give its consent if the circumstances which give rise to
the right to invoke the Condition are of material significance to Bidco in the
context of the Acquisition. This will be judged by reference to the facts of
each case at the time that the relevant circumstances arise.
7. The Conditions set out in paragraphs 1 and 2(a)(i), 2(b)(i),
2(c)(i) and 2(c)(iii) of Part A of this Appendix 1 (and any Takeover Offer
acceptance condition adopted on the basis specified in paragraph 16 of this
Part B of this Appendix 1) will not be subject to Rule 13.5(a) of the Code.
8. Any Condition that is subject to Rule 13.5(a) of the Code may
be waived by Bidco.
9. If Bidco is required by the Panel to make an offer for DORE
Shares under the provisions of Rule 9 of the Code, Bidco may make such
alterations to any of the above Conditions and terms of the Acquisition as are
necessary to comply with the provisions of that Rule.
10. Scheme Shares will be acquired by Bidco under the Acquisition
fully paid and free from all liens, equities, equitable interests, charges,
encumbrances, options, rights of pre-emption and any other third party rights
or interests whatsoever and together with all rights existing at the date of
this announcement or thereafter attaching or accruing thereto, including
(without limitation) voting rights and 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, other than the DORE Permitted Dividends and any dividend, other
distribution or return of capital or value in respect of which Bidco exercises
its right under the terms of the Acquisition to reduce the consideration
payable in respect of each Scheme Share.
11. Without prejudice to any right Bidco may have, with the consent
of the Panel, to invoke Condition 4(e)(ii), if any dividend, other
distribution or other return of capital or value is announced, declared, made,
payable or paid in respect of the DORE Shares on or after the date of this
announcement and prior to the Effective Date with the exception of the DORE
Permitted Dividends, Bidco reserves the right to reduce the consideration
payable in respect of each Scheme Share under the terms of the Acquisition by
the amount of all or part of any such dividend, other distribution or other
return of capital or value (with the exception of the DORE Permitted
Dividends), provided that, to the extent that such dividend, other
distribution or other return of capital or value is cancelled, the
consideration shall not be subject to change. If Bidco exercises this right or
makes such a reduction in respect of a dividend, other distribution or other
return of capital or value, Scheme Shareholders will be entitled to receive
and retain that dividend, other distribution or other return of capital or
value.
12. No amounts of cash of less than one penny will be paid to any
Scheme Shareholder pursuant to the Scheme and the aggregate
amount of cash to which a Scheme Shareholder will be entitled
under the Scheme will be rounded down to the nearest penny.
13. The availability of the Acquisition to persons resident in, or
citizens of, or otherwise subject to, jurisdictions outside the United Kingdom
may be affected by the laws of the relevant jurisdictions. Such persons should
inform themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdiction. DORE Shareholders who are in any doubt
regarding such matters should consult an appropriate independent professional
adviser in the relevant jurisdiction without delay.
14. Unless otherwise determined by Bidco or required by the Code, the
Acquisition is not being made, directly or indirectly, in, into or from, or by
use of the mails of, or any means of instrumentality (including, without
limitation, 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 shall not be capable of acceptance by any such use, means, instrumentality
or facility or from within any Restricted Jurisdiction.
15. The Acquisition will be governed by English law and be subject to
the jurisdiction of the Court and to the Conditions and further terms set out
in this Appendix 1 and to be set out in the Scheme Document. The Acquisition
will also be subject to the applicable requirements of the Companies Act, the
Court, the Code, the Panel, the London Stock Exchange, the FCA and the
Registrar of Companies.
16. Bidco reserves the right to elect to implement the Acquisition by
way of a Takeover Offer as an alternative to the Scheme, subject to obtaining
the consent of the Panel and to the terms of the Co-operation Agreement. In
such event, such Takeover Offer will be implemented on the same terms and
conditions, so far as applicable, as those which would apply to the Scheme,
subject to appropriate amendments for an acquisition being made by way of a
Takeover Offer including (without limitation) the inclusion of an acceptance
condition set at 90 per cent. of the DORE Shares to which the Takeover Offer
relates (or such lesser percentage as may be determined by Bidco after
consultation with the Panel (if necessary), being in any case more than 50 per
cent. of the voting rights normally exercisable at a general meeting of DORE,
including, for this purpose, any such voting rights attaching to DORE Shares
that are issued before the Takeover Offer becomes or is declared
unconditional, whether pursuant to the exercise of any outstanding
subscription or conversion rights or otherwise). Further, if sufficient
acceptances of the Takeover Offer are received and/or sufficient DORE Shares
are otherwise acquired, it is the intention of Bidco to apply the provisions
of the Companies Act to compulsorily acquire any outstanding DORE Shares to
which the Takeover Offer relates.
Appendix 2
Sources of information and bases of calculation
1. As at close of business on the Latest Practicable Date, DORE
had 184,622,487 ordinary shares in issue, each carrying one vote. DORE holds
14,498,223 ordinary shares in treasury. Therefore, the total voting rights in
issue in DORE at the Latest Practicable Date were 170,124,264.
2. As at close of business on the Latest Practicable Date, DORE
had 126,989,208 Scheme Shares in issue, being the 170,124,264 DORE Shares in
issue (excluding any shares held in treasury) referred to in paragraph 1 above
less the 43,135,056 DORE Shares held by Bagnall.
3. As at close of business on the Latest Practicable Date, DORE
had 126,502,531 Scheme Voting Shares in issue, being the 126,989,208 Scheme
Shares in issue referred to in paragraph 2 above less the 486,677 DORE Shares
beneficially owned by Mr Tony McGing, Mrs Elaine McGing and Mr Niall O'Reilly.
4. The value of approximately £174.55 million for the entire
issued and to be issued ordinary share capital of DORE is based on:
(a) the Offer Price of 102.6016 pence for each Scheme Share; and
(b) 170,124,264 DORE Shares in issue as at close of business on the
Latest Practicable Date, excluding shares held in treasury.
5. Unless otherwise stated, all prices quoted for DORE Shares are
Closing Prices.
6. Volume weighted average prices have been derived from Bloomberg
and have been rounded to the nearest tenth of a penny.
7. Information relating to DORE's portfolio of renewable energy
infrastructure assets is derived from the Investment Manager and valuation
information relating to DORE's portfolio of renewable energy infrastructure
assets is derived from the Investment Manager, as reported on in the valuation
report prepared by Forvis Mazars LLP as set out in Appendix 4 to this
announcement.
8. The premium calculations to the price for each DORE Share have
been calculated by reference to:
(a) the Closing Price of 83.00 pence per DORE Share on 19 June 2025
(being the Latest Practicable Date);
(b) the volume weighted average price of 84.38 pence per DORE Share
for the one-month period ended 19 June 2025;
(c) the volume weighted average price of 81.88 pence per DORE Share
for the three-month period ended 19 June 2025; and
(d) the volume weighted average price of 81.49 pence per DORE Share
for the twelve-month period ended 19 June 2025.
9. Unless otherwise stated, the financial information relating to
DORE has been extracted from DORE's annual report and audited financial
statements for the financial year ended 31 December 2024.
10. Certain figures included in this announcement have been subject
to rounding adjustments.
11. The 31 March 2025 NAV has been calculated by reference to the
valuation in respect of DORE's portfolio of renewable energy infrastructure
assets as at 31 March 2025 prepared by the Investment Manager as confirmed by
Forvis Mazars LLP in the valuation report set out in Appendix 4 to this
announcement adjusted as follows:
£m
Value of DORE's portfolio of renewable energy infrastructure assets as 188.5
confirmed in the valuation report
Adjustments 0.0
Fair value of portfolio of investments 188.5
Group cash 2.7
Other net current assets/(liabilities) (0.2)
Outstanding debt 0.0
31 March 2025 NAV 191.2
Total DORE Shares in issue (excluding any shares held in treasury) 170,124,264
31 March 2025 NAV per DORE Share (p) 112.3602p
12. The DORE Board considers the Ex-Dividend 31 March 2025 NAV to be
a more appropriate comparator to the Offer Price than the 31 March 2025 NAV
which includes the Q1 DORE Dividend. The calculation for the Ex-Dividend 31
March 2025 NAV is as follows:
pence
31 March 2025 NAV per DORE Share 112.3602
Q1 DORE Dividend per share 1.4875
Ex-Dividend 31 March 2025 NAV per DORE Share 110.8727
APPENDIX 3
DETAILS OF Irrevocable undertakings AND LETTERS OF INTENT IN RESPECT OF DORE
shares
1. DORE Directors' irrevocable undertakings
Each of the following DORE Directors has entered into an irrevocable
undertaking with Bidco to vote (and, if applicable, procure the vote) in
favour of the Scheme at the Court Meeting and the Resolutions to be proposed
at the General Meeting or, if Bidco exercises its right to implement the
Acquisition by way of a Takeover Offer, to accept or procure the acceptance of
such Takeover Offer, in respect of their entire respective beneficial holdings
of DORE Shares:
Name of DORE Director Number of DORE Shares in respect of which the irrevocable undertaking is Percentage of DORE issued ordinary share capital (excluding shares held in Percentage of Scheme Voting Shares
given(1) treasury)
Hugh Little 250,000 0.14 0.19
Joanna Holt 21,085 0.01 0.01
Ashley Paxton(2) 130,000 0.07 0.10
Total 401,085 0.23 0.31
Notes:
1. The DORE Shares referred to in the table are, in some
instances held via nominees. In each case, the DORE Director has undertaken to
vote himself/herself, or to procure the exercise of the votes attaching to
his/her DORE Shares, in favour of the Scheme at the Court Meeting and the
Resolutions to be proposed at the General Meeting.
2. Held jointly with Mrs Paxton, the spouse of Mr Paxton.
These irrevocable undertakings given by the DORE Directors, shall lapse and
cease to be binding: (a) immediately if Bidco announces (with the consent of
the Panel) that it will not proceed with the Acquisition; or (b) on or from
the earlier of: (i) the Scheme becoming Effective; (ii) the Long Stop Date;
(iii) such time and date on which the Scheme is withdrawn, lapses or otherwise
terminates in accordance with its terms (provided that the reason is not
because Bidco has elected to proceed by way of a Takeover Offer rather than by
way of a Scheme or vice versa); and (iv) any competing offer for the entire
issued and to be issued share capital of DORE being declared wholly
unconditional or, if implemented by way of a scheme of arrangement, becoming
effective.
2. DORE Shareholder irrevocable undertakings
The following DORE Shareholders have each entered into an irrevocable
undertaking with Bidco to vote (and, if applicable, procure the vote) in
favour of the Scheme at the Court Meeting and the Resolutions to be proposed
at the General Meeting or, if Bidco exercises its right to implement the
Acquisition by way of a Takeover Offer, to accept or procure the acceptance of
such Takeover Offer:
Entity beneficially entitled to the DORE Shares Number of DORE Shares in respect of which the irrevocable undertaking is given Percentage of DORE issued ordinary share capital (excluding shares held in Percentage of Scheme Voting Shares
treasury)
T.Choithram & Sons 10,006,122 5.88 7.90
Human Capability Foundation 1,641,927 0.96 1.29
Downing Sustainable Investments I 1,801,800 1.05 1.42
Total 13,449,849 7.90 10.63
The irrevocable undertakings given by each of T.Choithram & Sons, Human
Capability Foundation and Downing Sustainable Investments I are conditional on
the publication of the Scheme Document (or, if applicable, the Offer Document)
within 28 days of this announcement (or such later date as may be agreed with
the Panel) and shall lapse and cease to be binding: (a) immediately if Bidco
announces (with the consent of the Panel) that it will not proceed with the
Acquisition; or (b) on the earlier of: (i) the Scheme becoming effective in
accordance with its terms or, if the Acquisition proceeds by way of a Takeover
Offer, the Acquisition being declared unconditional in accordance with the
requirements of the Code; (ii) the Long Stop Date; and (iii) the Acquisition
being withdrawn, lapsing or otherwise terminating (provided that (A) the
reason is not because Bidco has elected to proceed by way of a Takeover Offer
rather than by way of a Scheme or vice versa; and/or (B) no new, revised or
replacement Acquisition in accordance with Rule 2.7 of the Code is announced
by Bidco at the same time); or (c) if, at any time prior to the Scheme
becoming effective or the Takeover Offer becoming unconditional (as
applicable): (i) in accordance with Rule 2.7 of the Code, a third party (a
"Competing Bidder") announces a firm intention to acquire the issued and to be
issued share capital of DORE not already owned by the Competing Bidder for an
amount of consideration that is equal to or higher than the amount that is 10
per cent. more than the consideration under the Acquisition (a "Higher
Competing Offer"); and (ii) Bidco does not increase the consideration offered
under the Acquisition to an amount which represents an offer value equal to or
higher than the consideration offered pursuant to the Higher Competing Offer
by 11.59 p.m. (UK time) on the fifth Business Day after the date of the firm
intention announcement by the Competing Bidder, and, in the event that some or
all of the consideration pursuant to the Higher Competing Offer includes
non-cash consideration, such as shares or other securities, the amount of
consideration offered under the Higher Competing Offer for the purposes of
this assessment shall be as determined by the DORE Board (acting reasonably),
having taken advice from DORE's financial advisers, and announced such
determination by way of a Regulatory News Service.
3. DORE Shareholder letters of intent
The following DORE Shareholders have each delivered a non-binding letter of
intent to vote (or procure the voting) in favour of the Scheme at the Court
Meeting and the Resolutions at the General Meeting (or, in the event that the
Acquisition is implemented by way of a Takeover Offer, to accept or procure
the acceptance of such Takeover Offer) in relation to the following DORE
Shares:
Entity beneficially entitled to the DORE Shares Number of DORE Shares in respect of which the letter of intent is given Percentage of DORE issued ordinary share capital (excluding shares held in Percentage of Scheme Voting Shares
treasury)
Hawksmoor Investment Management 6,402,668 3.76 5.06
FS Wealth Management 4,498,478 2.64 3.55
Tyndall Investment Management 3,774,031 2.21 2.98
Total 14,675,177 8.62 11.60
APPENDIX 4
VALUATION REPORT
30 Old
Bailey
London
EC4M 7AU
United Kingdom
Tel: +44 20 7063 4000
forvismazars.co.uk
Downing Renewables & Infrastructure Trust PLC
Central Square, 29 Wellington Street,
Leeds, United Kingdom,
LS1 4DL
Singer Capital Markets Advisory LLP
One Bartholomew Lane
London
EC2N 2AX
20 June 2025
Dear Sirs,
Valuation Report under Rule 29 of The City Code on Takeovers and Mergers (the
"Takeover Code")
We are writing to provide our opinion on the underlying fair market valuation
as at 31 March 2025 (the "Valuation Date") of the portfolio of renewable
energy and infrastructure assets in the UK, Sweden and Iceland (together the
"Projects" or "Portfolio") owned by Downing Renewables & Infrastructure
Trust PLC ("Company"), being £188.5 million, (the "Valuation"), prepared by
Downing LLP (the "Investment Manager") in connection with the unaudited net
asset value as at the Valuation Date published by the Company on 20 June 2025
(the "31 March 2025 NAV"). The list of Projects forming the Portfolio is shown
in Appendix A.
The scope of work undertaken in respect of forming our opinion was as set out
in our engagement letter signed on 10 May 2025 (the "Engagement Letter") and
is subject to the terms contained therein.
Our work in respect of this Valuation Report concluded on 20 June 2025 being
the date of the Rule 2.7 announcement (the "Announcement") published by the
Company in connection with the recommended cash acquisition (the
"Acquisition") of the entire issued and to be issued ordinary share capital of
the Company that Bagnall Energy Limited ("Bagnall") and its subsidiary
undertakings do not already own by Polar Nimrod Topco Limited, a wholly-owned
subsidiary of Bagnall based on the Valuation Date of 31 March 2025. No
responsibility is accepted for matters arising after this date.
Forvis Mazars LLP
Forvis Mazars LLP is the UK firm of Forvis Mazars Global, a leading global
professional services network. Forvis Mazars LLP is a limited liability
partnership registered in England and Wales with registered number OC308299
and with its registered office at 30 Old Bailey, London, EC4M 7AU. Registered
to carry on audit work in the UK by the Institute of Chartered Accountants in
England and Wales. Details about our audit registration can be viewed at
www.auditregister.org.uk under reference number C001139861. VAT number: GB 839
8356 73
1. Purpose
This Valuation Report is required to be included in the Announcement under
Rule 29 of the Takeover Code and is given for the purpose of complying with
that requirement and for no other purpose.
2. Responsibility
The Investment Manager prepared the underlying Valuation on behalf of the
Company and the Investment Manager and the Company are solely responsible for
the 31 March 2025 NAV.
It is our responsibility to form an opinion as required by Rule 29 of the
Takeover Code to support the Valuation prepared by the Investment Manager used
in the calculation of the 31 March 2025 NAV.
Save for any responsibility we may have to those persons to whom this
Valuation Report is expressly addressed, and such persons covered under the
Engagement Letter, to the fullest extent permitted by law we do not assume any
responsibility and will not accept any liability to any other person for any
loss suffered by any such other person as a result of, arising out of, or in
connection with this report or our statement, required by and given solely for
the purposes of complying with Rule 23.2 of the Takeover Code, consenting to
its inclusion in the Announcement to be published by the Company in connection
with the Acquisition.
3. Basis of Valuation and Limitations
This Report sets out our opinion on a fair market value of the Portfolio owned
by the Company prepared by the Investment Manager as at the Valuation Date,
assuming a willing buyer and seller, dealing at arm's length with equal
information and where the parties had each acted knowingly and without
compulsion.
The Valuation is necessarily based on economic, market and other conditions in
effect on the Valuation Date. This includes a review of macroeconomic
conditions such as government bond yields, country risk, inflation and
exchange rate trends for the respective geographies in which the Company
operates, as well as a review of the relevant debt and equity markets.
Additionally, we consider general infrastructure market activity and investor
sentiment, and review the valuation of recent relevant transactions together
with a consideration of any significant regulatory or policy changes.
In providing this opinion, we have relied upon public information and on the
information provided by the Investment Manager, discussion on commercial
assessment of a number of issues, including the markets in which the Portfolio
operates and the assumptions underlying the projected financial information
which were provided by the Investment Manager on behalf of the Company, for
which the Investment Manager and the Company are wholly responsible.
The Valuation has been determined using a discounted cash flow methodology,
whereby the estimated future equity cash flows accruing to the equity interest
and attributable to the Projects have been discounted to 31 March 2025 using a
discount rate reflecting the risks associated with the equity interest and the
time value of money. The Valuation is based on the estimated equity cash flows
projected to be received, or paid, on or after 1 April 2025 and on the
discount rate assumed. There is no one precise applicable discount rate but
rather a range which we consider at the Valuation Date to fall within the
appropriate range, having regard to various factors, including, but not
limited to, the period of operations, the historical track record, the
expected power prices and contractual arrangements for both revenues and
costs.
As a final step, we have then compared the Valuation with the asset multiples
seen for companies and transactions in the sector.
We have made the following key assumptions in providing our opinion on the
Valuation:
• the financial models ("Models") for the Projects made
available to us for the purpose of our services accurately reflects the terms
of all agreements relating to the Projects;
• the accounting policies applied in the Models for the
Projects are in accordance with the relevant IFRS;
• the tax treatment applied in the Models for the Projects is
in accordance with the applicable tax legislation and does not materially
understate the future liability of the Projects to pay tax;
• the Company has legal title to all Project special purpose
vehicles which are set out in the Models and the Projects are entitled to
receive the income assumed to be received by them in the Models; and
• there are no material disputes with parties contracting
directly or indirectly with the Project special purpose vehicles nor any going
concern issues, nor performance issues in regard to the contracting parties,
nor any other contingent liabilities, which as at the date of the delivery of
our Valuation Report are expected to give rise to a material adverse effect on
the future cash flows of the Projects as set out in the relevant project Model
provided to us.
For the avoidance of doubt, we were not required to:
• review underlying Project agreements;
• review any transaction documentation;
• review or audit the workings in the Models and independently
verify its results; or
• carry out any detailed due diligence work or perform any
verification procedures or other procedures during our review which are in the
nature of a statutory audit (or otherwise) of any party.
4. Basis of opinion
We have performed our work in accordance with IFRS 13 issued by the
International Accounting Standards Board (as in force at the Valuation Date)
("IFRS 13") and the International Valuation Standards Council ('IVSC')
valuation guidelines .
We planned and performed our work so as to obtain the information and
explanations which we considered necessary in order to provide our opinion.
In carrying out our work we have:
• reviewed the work papers & Models prepared by the
Investment Manager in support of the Valuation;
• considered the basis of value and assumptions used in the
Valuation by the Investment Manager including a comparison of these
assumptions to publicly available and proprietary data;
• made enquiries to the Company and the Investment Manager
with respect to the performance and operations of the Projects; and
• where necessary, considered supporting evidence obtained by
the Company or from public sources.
The Valuation does not take into account any costs of disposing of the
Projects or any liability to taxation that may arise on their disposal. Nor
have any other adjustments been made.
5. Our opinion
In our opinion, the Valuation of the Company's portfolio of renewable energy
and infrastructure assets in the UK, Sweden and Iceland as at 31 March 2025:
• complies with, was fairly presented and was prepared in
accordance with IFRS 13 and IVSC valuation
• guidelines; and
• has been prepared after due care and consideration.
On the basis of our review, we are not aware of any material modifications
that should be made to the Valuation as at the Valuation Date.
6. Rule 29.4 of the Code
We present below the necessary details to comply with Rule 29.4(a)(i) of the
Takeover Code:
Forvis Mazars LLP
30 Old Bailey, London, EC4M 7AU - United Kingdom
Phone: 020 7063 5046
https://www.forvismazars.com/uk/en
Forvis Mazars is a leading global professional services network operating
under a single brand with just two members: Forvis Mazars, LLP in the United
States and Forvis Mazars Group SC, an internationally integrated partnership
operating in over 100 countries and territories. Both members share a
commitment to providing an unmatched client experience, delivering audit &
assurance, tax, advisory and consulting services across the globe.
Forvis Mazars Energy, Infrastructure & Environment, is a globally
integrated team providing a broad range of services across the entire asset
lifecycle, including; financial model development, model audits, financial
modelling training, advisory and valuations, with global expertise in tax and
accounting. The Energy and Infrastructure practice of Forvis Mazars has
specialist offices in Sydney, London, Paris, New York, Toronto, Delhi,
Johannesburg with over 150 professionals dedicated to providing valuation,
modelling or financial advisory services in the infrastructure and energy
sectors. The dedicated infrastructure and energy valuation team provides
in-depth understanding of the asset characteristics and independent valuation
services supported by global benchmarks, industry expertise and robust
processes.
7. Consent
Forvis Mazars LLP has given and not withdrawn its consent to the inclusion of
this Valuation Report in the Announcement.
Yours faithfully
Forvis Mazars LLP
Appendix A
1 Solar UK 108.8 MW Operational
2 Hydro Sweden (36 assets), Iceland (1 asset) 50.4 MW (221.5 GWh) Operational
3 DSO Sweden NA Operational
4 Shunt Reactor Mersey, UK 200 MVAr Operational
APPENDIX 5
Definitions
The following definitions apply throughout this announcement unless the
context otherwise requires:
31 March 2025 NAV the unaudited net asset value of DORE as at 31 March 2025 of £191.2 million,
being 112.3602 pence per DORE Share
Acquisition the proposed acquisition by Bidco of the entire issued and to be issued
ordinary share capital of DORE not already owned by the Bagnall Group, to be
implemented by means of the Scheme, on the terms and subject to the Conditions
set out in this announcement and to be set out in the Scheme Document (or by
means of a Takeover Offer, under certain circumstances as described in this
announcement) and, where the context permits, any subsequent revision,
variation, extension or renewal thereof
A&R IMA Heads of Terms has the meaning given to it in paragraph 13 of this announcement
associated undertaking shall be construed in accordance with paragraph 19 of Schedule 6 to the
Large and Medium‑sized Companies and Groups (Accounts and Reports)
Regulations 2008 (SI 2008/410) but for this purpose ignoring
paragraph 19(1)(b) of Schedule 6 to those regulations
Bagnall Bagnall Energy Limited, a private limited company incorporated and registered
in England and Wales with registered number 08349679, the registered office of
which is at 10 Lower Thames Street, London EC3R 6AF
Bagnall Board the board of directors of Bagnall as at the date of this announcement
Bagnall Group Bagnall and its subsidiary undertakings from time to time
Bagnall Revolving Credit Facility the £70 million revolving credit facility made available to Bagnall pursuant
to the facility agreement entered into between Bagnall and Santander UK PLC
dated 31 March 2025
Bagnall Unsecured Floating Rate Bond Instrument the instrument constituting the Bagnall Unsecured Floating Rate Bonds dated 20
May 2025
Bagnall Unsecured Floating Rate Bonds the £21,900,000 principal amount of unsecured floating rate bonds issued by
Bagnall and constituted by the Bagnall Unsecured Floating Rate Bond Instrument
Bidco Polar Nimrod Topco Limited, a private limited company incorporated and
registered in England and Wales with registered number 16388192, the
registered office of which is at 10 Lower Thames Street, London EC3R 6AF
Blocking Law (i) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996
(or any law or regulation implementing such Regulation in any member state of
the European Union or the United Kingdom); or (ii) any similar blocking or
anti-boycott law
Business Day a day (other than a Saturday, Sunday or public holiday) on which banks in
London are open for normal business
certificated or in certificated form where a share or other security is not in uncertificated form (that is, not in
CREST)
Closing Price the closing middle market quotation for a DORE Share as quoted on the London
Stock Exchange and derived from Bloomberg
Code the City Code on Takeovers and Mergers (as amended from time to time)
Companies Act the Companies Act 2006 (as amended from time to time)
Conditions the conditions to the Acquisition, as set out in Part A of Appendix 1 to this
announcement, and to be set out in the Scheme Document
Co-operation Agreement the co-operation agreement between DORE, Bagnall and Bidco dated 20 June 2025,
as described in paragraph 13 of this announcement
Court the High Court of Justice, Business and Property Courts of England and Wales,
Companies Court
Court Hearing the hearing of the Court to sanction the Scheme under section 899 of the
Companies Act
Court Meeting the meeting or meetings of Scheme Voting Shareholders to be convened by order
of the Court pursuant to section 896 of the Companies Act, notice(s) of which
will be set out in the Scheme Document, for the purposes of considering and,
if thought fit, approving the Scheme (with or subject to any modification,
addition or condition which Bidco and DORE may agree and the Court may impose
or, if required, approve) and any adjournment, postponement or reconvention
thereof
Court Order the order of the Court sanctioning the Scheme under section 899 of the
Companies Act
CREST the system for the paperless settlement of trades in securities and the
holding of uncertificated securities operated by Euroclear in accordance with
the CREST Regulations
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended from
time to time)
Dealing Disclosure an announcement pursuant to Rule 8 of the Code containing details of dealings
in relevant securities of a party to an offer
Dickson Minto Advisers Dickson Minto Advisers LLP, a limited liability partnership incorporated and
registered in England and Wales with registered number OC448025, the
registered office of which is at Level 4, Dashwood House, 69 Old Broad Street,
London EC2M 1QS
Disclosed the information which has been fairly disclosed:
(a) in writing by or on behalf of DORE to Bidco or Bagnall or to
the professional advisers of Bidco or Bagnall (in their capacity as such in
relation to the Acquisition) (including in the virtual data room operated by,
or on behalf of, DORE in connection with the Acquisition) prior to the date of
this announcement;
(b) in the annual report and audited financial statements of
DORE for the financial year ended 31 December 2024;
(c) in this announcement; or
(d) in any other public announcement made by DORE via a
Regulatory Information Service prior to the date of this announcement
Disclosure Table the Disclosure Table provided on the website of the Panel
DORE Downing Renewables & Infrastructure Trust plc, a public company limited by
shares incorporated and registered in England and Wales with registered number
12938740, the registered office of which is at Central Square, 29 Wellington
Street, Leeds LS1 4DL
DORE AIFM JTC Global AIFM Solutions Limited, a non-cellular company incorporated in
Guernsey with registered number 62964, the registered office of which is at
Ground Floor, Dorey Court, Admiral Park, St Peter Port, Guernsey GY1 2HT
DORE Asset Manager Infram LLP, a limited liability partnership incorporated and registered in
England and Wales with registered number OC428743, the registered office of
which is at 10 Lower Thames Street, London EC3R 6AF
DORE Board the board of DORE Directors as at the date of this announcement
DORE Directors the directors of DORE as at the date of this announcement or, where the
context so requires, the directors of DORE from time to time
DORE Investment Management Agreement the investment management agreement entered into amongst the Investment
Manager, DORE and the DORE AIFM dated 30 January 2024
DORE Permitted Dividend the Q1 DORE Dividend and, if declared, the Special Dividend
DORE Share(s) ordinary share(s) of £0.01 each in the capital of DORE
DORE Shareholder(s) holder(s) of DORE Shares
Downing Nominees Limited Downing Nominees Limited, a private limited company incorporated and
registered in England and Wales with registered number 08641949, the
registered office of which is at 10 Lower Thames Street, London EC3R 6AF
Downing Sustainable Investment I Downing Sustainable Investment I Limited, a private limited company
incorporated and registered in England and Wales with registered number
14019068, the registered office of which is at 10 Lower Thames Street, London
EC3R 6AF
DTRs the disclosure guidance and transparency rules made by the FCA pursuant to
section 73 of FSMA (as amended from time to time)
Effective in the context of the Acquisition: (i) if the Acquisition is implemented by
way of the Scheme, the Scheme having become effective pursuant to and in
accordance with its terms; or (ii) if the Acquisition is implemented by way of
a Takeover Offer, the Takeover Offer having been declared or having become
unconditional in accordance with the requirements of the Code
Effective Date the date on which the Acquisition becomes Effective
Electricity Act the Electricity Act 1989, as amended from time to time
Electricity Act Transmission Independence Provisions section 10A to section 10O (inclusive) of the Electricity Act
Euroclear Euroclear UK & International Limited, a private limited company
incorporated and registered in England and Wales with registered number
02878738, the registered office of which is at 33 Cannon Street, London EC4M
5SB, the operator of CREST
Excluded Shares any DORE Shares which, at the relevant time, are:
(a) registered in the name of or beneficially owned by Bagnall
or any other member of the Bagnall Group (or their nominee(s)); or
(b) held in treasury
Ex-Dividend 31 March 2025 NAV the 31 March 2025 NAV, adjusted for the Q1 DORE Dividend of 1.4875 pence per
DORE Share of 110.8727 pence per DORE Share
FCA or Financial Conduct Authority the Financial Conduct Authority or its successor from time to time
Forms of Proxy the forms of proxy for use in connection with each of the Court Meeting and
the General Meeting, which will accompany the Scheme Document
FSMA the Financial Services and Markets Act 2000 (as amended from time to time)
FS Wealth Management FS Wealth Management Ltd, a private limited company incorporated and
registered in England and Wales with registered number 09601512, the
registered office of which is at Northwood Place, Octagon Business Park,
Little Plumstead, Norwich NR13 5FH
General Meeting the general meeting of DORE Shareholders (including any adjournment,
postponement or reconvention thereof) to be convened for the purpose of
considering and, if thought fit, approving the Resolutions, notice of which
will be contained in the Scheme Document
Hawksmoor Investment Management Hawksmoor Investment Management Limited, a private limited company
incorporated and registered in England and Wales with registered number
06307442, the registered office of which is at c/o Bishop Fleming, 2(nd) Floor
Stratus House, Emperor Way, Exeter Business Park, Exeter EX1 3QS
Hive Down the proposed transfer of Bagnall's holding of DORE Shares to Bidco in
connection with the Acquisition, which is expected to occur immediately upon,
and is expected to be conditional upon, the Acquisition becoming Effective
Human Capability Foundation Human Capability Foundation, a private company limited by guarantee
incorporated and registered in England and Wales with registered number
07715471, the registered office of which is at Natco Cash & Carry,
Silverdale Industrial Estate, Silverdale Road, Hayes, London UB3 3BL
ISIN International Securities Identification Number
Icelandic Foreign Direct Investment Condition the Condition in relation to the Urðarfellsvirkjun Acquisition set out in
paragraph 3.4 of Part A of Appendix 1 to this announcement
Icelandic MoI the Icelandic Ministry of Industries
Investment Manager Downing LLP, a limited liability partnership incorporated and registered in
England and Wales with registered number OC341575, the registered office of
which is at 10 Lower Thames Street, London EC3R 6AF, the investment manager of
both DORE and Bagnall
IPO an initial public offering
Latest Practicable Date close of business on 19 June 2025
Listing Rules The UK listing rules sourcebook made by the FCA pursuant to section 73A of
FSMA (as amended from time to time)
London Stock Exchange London Stock Exchange plc
Long Stop Date 30 November 2025 or such later date (if any): (i) as may be agreed in writing
by Bidco and DORE (with the Panel's consent if required and (if required) as
the Court may allow); or (ii) at the direction of the Panel under the Note on
Section 3 of Appendix 7 to the Code
MAR or Market Abuse Regulation the UK version of EU Regulation No. 596/2014, which has effect in English law
by virtue of the European Union (Withdrawal) Act 2018, as amended from time to
time
Market Purchases the acquisitions by Bagnall of DORE Shares during the period from 20 December
2024 to 6 February 2025, pursuant to which Bagnall increased its shareholding
in DORE
MUFG Corporate Markets MUFG Corporate Markets (UK) Limited, (previously known as Link Market Services
Limited), a private limited company incorporated and registered in England and
Wales with registered number 02605568, the registered office of which is at
Central Square, 29 Wellington Street, Leeds LS1 4DL
NAV net asset value
Non-disclosure Agreement the non-disclosure agreement dated 30 April 2025 entered into between Bagnall
and DORE
NSIA the National Security and Investment Act 2021, as amended from time to time
NSIA Condition the Condition as to the clearance required pursuant to the NSIA set out in
paragraph 3.1 of Part A of Appendix 1 to this announcement
Offer the Offer Price, in cash, payable in consideration for each Scheme Share held
under the terms, and subject to the conditions of, the Acquisition
Offer Document should the Acquisition be implemented by way of a Takeover Offer, the offer
document to be sent to, amongst others, DORE Shareholders setting out, amongst
other things, the full terms and conditions of the Takeover Offer
Offer Period the period commencing on the date of this announcement and ending on: (a) the
earlier of the date on which the Scheme becomes Effective and/or the date on
which the Scheme lapses or is withdrawn (or such other date as the Panel may
decide); or (b) the earlier of the date on which the Takeover Offer has become
or has been declared unconditional and/or the date on which the Takeover Offer
lapses or is withdrawn (or such other date as the Panel may decide), other
than (in the case of (a)) where such lapsing or withdrawal is a result of
Bidco exercising its right to implement the Acquisition by way of a Takeover
Offer
Offer Price 102.6016 pence for each Scheme Share payable under the Cash Offer
OFGEM the UK Office of Gas and Electricity Markets
OFGEM Condition the Condition as to the confirmation requested from OFGEM set out in paragraph
3.2 of Part A of Appendix 1 to this announcement
Official List the official list of the FCA
Opening Position Disclosure has the meaning in Rule 8 of the Code
Panel the Panel on Takeovers and Mergers
Part VI Rules together, the DTRs, the Listing Rules and the Prospectus Regulation Rules
Prospectus Regulation Rules the prospectus regulation rules made by the FCA pursuant to section 73A of
FSMA (as amended from time to time)
Q1 DORE Dividend the quarterly interim dividend in respect of the three months ended 31 March
2025 of 1.4875 pence per DORE Share to be paid on or around 27 June 2025 to
DORE Shareholders that were on DORE's register of members on 30 May 2025
Registrar of Companies the registrar of companies in England and Wales
Regulatory Information Service an information service authorised from time to time by the FCA for the
purposes of disseminating regulatory announcements
Relevant Authority has the meaning given to it in paragraph 4(a) of Part A of Appendix 1 to this
announcement
Resolutions such shareholder resolutions of DORE as are necessary to approve, implement
and effect the Acquisition and the Scheme to be proposed at the General
Meeting, including (without limitation) a special resolution relating to the
Acquisition
Restricted Jurisdiction(s) any jurisdiction where local laws or regulations may result in a significant
risk of civil, regulatory or criminal exposure if information concerning the
Acquisition is sent or made available to DORE Shareholders in that
jurisdiction
Scheme the proposed scheme of arrangement under Part 26 of the Companies Act between
DORE and Scheme Shareholders in order to implement the Acquisition, upon the
terms and subject to the conditions set out in this announcement and to be set
out in the Scheme Document (with or subject to any modification, addition or
condition that Bidco and DORE may agree and the Court may impose or, if
required, approve)
Scheme Document the document to be despatched to DORE Shareholders in relation to the
Acquisition and the Scheme including, amongst other things, the Scheme, an
explanatory statement and the notices convening the Court Meeting and the
General Meeting (and shall include any supplementary scheme document if
applicable)
Scheme Record Time the record date and time for the Scheme, as specified in the Scheme Document
Scheme Shareholder(s) the holder(s) of Scheme Shares from time to time
Scheme Shares all DORE Shares:
(a) in issue at the date of the Scheme Document and which remain
in issue at the Scheme Record Time;
(b) if any, issued after the date of the Scheme Document and
before the Voting Record Time and which remain in issue at the Scheme Record
Time; and
(c) if any, issued at or after the Voting Record Time but at or
before the Scheme Record Time and which remain in issue at the Scheme Record
Time, either on terms that the original or any subsequent holders of such
shares are to be bound by the Scheme or in respect of which their holders are,
or shall have agreed in writing to be, bound by the Scheme,
but, in each case, other than the Excluded Shares
Scheme Voting Shareholders the holders of Scheme Voting Shares
Scheme Voting Shares the Scheme Shares in issue at the Voting Record Time, other than any Scheme
Shares beneficially owned or controlled by Mr McGing, Mrs McGing and Mr
O'Reilly
SEC the US Securities and Exchange Commission
Secretary of State the Secretary of State for the Cabinet Office
Significant Interest in relation to an undertaking or partnership, a direct or indirect interest of
20 per cent. or more of: (a) the total voting rights conferred by the equity
share capital (as defined in section 548 of the Companies Act) of such
undertaking; or (b) the relevant partnership interest
Singer Capital Markets Singer Capital Markets Advisory LLP, a limited liability partnership
incorporated and registered in England and Wales with registered number
OC364131, the registered office of which is at One, Bartholomew Lane, London
EC2N 2AX
SONIA the Sterling Overnight Index Average, an interest benchmark administered by
the Bank of England
Special Dividend the special dividend of 0.5 pence per DORE Share that the Bagnall Board and
the DORE Board have agreed that DORE shall be entitled to declare should the
Effective Date of the Scheme fall after 31 August 2025, any such dividend to
be declared and paid prior to the Effective Date
subsidiary, subsidiary undertaking and undertaking shall be construed in accordance with the Companies Act
Swedish FDI Act the Swedish Screening of Foreign Direct Investments Act (2023:560)
Swedish Foreign Direct Investment Condition the Condition in relation to the Swedish FDI Act set out in paragraph 3.3 of
Part A of Appendix 1 to this announcement
Swedish ISP the Swedish Inspectorate of Strategic Products
Takeover Offer if the Acquisition is implemented by way of a takeover offer, as defined in
Chapter 3 of Part 28 of the Companies Act, the offer to be made by or on
behalf of Bidco to acquire the entire issued and to be issued ordinary share
capital of DORE not already owned by the Bagnall Group on the terms and
subject to the conditions to be set out in the related Offer Document and,
where the context permits, any subsequent revision, variation, extension or
renewal of such takeover offer
The Greencliffe Foundation The Greencliffe Foundation Ltd, a private company limited by guarantee
incorporated and registered in England and Wales with registered number
13494049, the registered office of which is at c/o Natco Cash & Carry,
Silverdale Industrial Estate, Silverdale Road, Hayes, London UB3 3BL
TT Nominees Limited TT Nominees Limited, a private limited company incorporated and registered in
England and Wales with registered number 07822475, the registered office of
which is at c/o Thompson Taraz LLP 4(th) Floor, Stanhope House, 47 Park Lane,
London W1K 1PR
Tyndall Investment Management Tyndall Investment Management Limited, a private limited company incorporated
and registered in England and Wales with registered number 10509108, the
registered office of which is at 5 - 8 The Sanctuary, London SW1P 3JS
T.Choithram & Sons T.Choithram & Sons (London) Limited, a private limited company
incorporated and registered in England and Wales with registered number
00673744, the registered office of which is at Unit 5, Silverdale Road, Pump
Lane, Hayes, Middlesex UB3 3BL
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
Urðarfellsvirkjun Acquisition the acquisition by DORE of Urðarfellsvirkjun, a 1.1 megawatt hydropower
plant, located in south-central Iceland, on 23 January 2024
US or United States or USA the United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia
US Exchange Act the US Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder
US DORE Shareholders DORE Shareholders who have a registered address in the US, or who DORE or
Bidco reasonably believes to be citizens, residents or nationals of the US,
including any custodian, nominee or trustee holding DORE Shares for persons in
the US or with a registered address in the US
US Securities Act the US Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder
Voting Record Time the time and date by reference to which entitlement to vote on the Scheme will
be determined, as specified in the Scheme Document
Wider Bidco Group Bidco and its parent undertakings, including, for the avoidance of doubt,
Bagnall and its and such parent undertakings' subsidiary undertakings, and
each of their respective associated undertakings, and any other body
corporate, partnership, joint venture or person in which Bidco and all such
undertakings (aggregating their interests) have a Significant Interest but
excluding, for these purposes, DORE
Wider DORE Group DORE and its subsidiary and associated undertakings and any other body
corporate, partnership, joint venture or person in which DORE and all such
undertakings (aggregating their interests) have a Significant Interest
£ or pounds or pence the lawful currency of the United Kingdom from time to time
All references in this announcement to any statutory provision or law or to
any order or regulation shall be construed as a reference to that provision,
law, order or regulation as extended, modified, replaced or re-enacted from
time to time and all statutory instruments, regulations and orders from time
to time made thereunder or deriving validly therefrom.
References to the singular include the plural and vice versa where the context
permits.
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