REG - Drax Group Plc Harmony Energy Inc. - Offer Lapsed

DraxAnnouncement

30/05/2025 07:00

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RNS Number : 6813K  Drax Group PLC  30 May 2025

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

 

FOR IMMEDIATE RELEASE

 

 

30 May 2025

 

 

DRAX BESS HOLDCO LIMITED ("DRAX BIDCO")

 

Lapse of Drax Bidco's offer for HEIT

Further to the announcement made by Drax Bidco, a wholly-owned subsidiary
undertaking of Drax Group plc, on 20 May 2025, Drax Bidco today confirms that
its cash offer for the entire issued share capital of HEIT (the "Acquisition"
or the "Drax Offer") has lapsed.

On 25 March 2025, the boards of directors of Drax Bidco and HEIT made an
announcement pursuant to Rule 2.7 of the Code that they had reached agreement
on the terms of the Drax Offer, to be implemented by way of a court-sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006 (the "Drax
Scheme").

The Drax Scheme was conditional, amongst other things, on Drax Bidco's Court
Meeting being held on or before the 22(nd) day after 7 May 2025, being the
originally expected date of the Court Meeting (or such later date as may be
agreed by Drax Bidco and HEIT with the consent of the Panel and, if required
that the Court may allow) (the "Mini Long Stop Date"). No such later date was
agreed between Drax Bidco and HEIT and the Mini Long Stop Date therefore was
29 May 2025.

Condition 2(a)(ii), as set out in the Drax Scheme, was not satisfied on or
before 29 May 2025. Drax Bidco has invoked the Mini Long Stop Date condition
of the Drax Scheme and, as such, the Drax Scheme has lapsed, with effect from
this announcement.

This announcement should be read in conjunction with the scheme document
published or otherwise made available to HEIT Shareholders on 15 April 2025
(the "Scheme Document"). Capitalised terms in this announcement, unless
otherwise defined have the same meanings as set out in Part X of the Scheme
Document.

 

Enquiries:

 

 Drax and Drax Bidco
 Enquiries:

 Drax Investor Relations:

 Mark Strafford

 mark.strafford@drax.com

 +44 (0) 7730 763 949

 Chris Simpson

 Chris.Simpson@drax.com

 +44 (0) 7923 257 815

 Media:

 Drax External Communications:

 Chris Mostyn

 Chris.Mostyn@drax.com

 +44 (0) 7743 963 483

 J.P. Morgan Cazenove (Financial Adviser and Corporate Broker to Drax and Drax  +44 (0) 2034 938 000
 Bidco)
 Robert Constant

 James Robinson

 Alia Malik

 Rupert Budge

 Edward Hatter

 

Important notices

 

J.P. Morgan Securities plc, which conducts its UK investment banking business
as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United
Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA.
J.P. Morgan Cazenove is acting as financial adviser exclusively for Drax Bidco
and Drax and no one else in connection with the matters set out in this
announcement and will not regard any other person as its client in relation to
the matters in this announcement and will not be responsible to anyone other
than Drax Bidco and Drax for providing the protections afforded to clients of
J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation
to any matter referred to herein.

 

Further information

 

This announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to buy, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities, pursuant
to the Acquisition or otherwise, nor shall there be any purchase, sale,
issuance or exchange of securities or such solicitation in any jurisdiction in
which such offer, invitation, solicitation, purchase, sale, issuance or
exchange is unlawful.

 

This announcement has been prepared for the purpose of complying with English
law, the Code, and the Disclosure Guidance and Transparency Rules, 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 and Wales. The Acquisition will be subject to
the applicable requirements of the Code, the Panel, the London Stock Exchange
and the Financial Conduct Authority.

 

This announcement does not constitute a prospectus or prospectus exempted
document.

The release, publication or distribution of this announcement in or into
certain jurisdictions other than the United Kingdom may be restricted by law.
Persons who are not resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any applicable
requirements.

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 or
independent financial adviser duly authorised under the Financial Services and
Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if
not, from another appropriate authorised independent financial adviser.

 

Publication on website and availability of hard copies

 

A copy of this announcement will be made available, free of charge, subject to
certain restrictions relating to persons resident in Restricted Jurisdictions,
on Drax's website at www.drax.com/investors/offer. For the avoidance of doubt,
the contents of this website is not incorporated into and do not form part of
this announcement.

 

 

 

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