REG - Good Energy Group - Recommended Cash Acquisition of Good Energy Group
27/01/2025 07:00
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RNS Number : 7641U Good Energy Group PLC 27 January 2025
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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE
27 January 2025
RECOMMENDED CASH ACQUISITION OF
GOOD ENERGY GROUP PLC ("GOOD ENERGY" or "the Company")
BY
ESYASOFT INVESTMENT HOLDING RSC LIMITED ("ESYASOFT")
(A WHOLLY-OWNED SUBSIDIARY OF ESYASOFT HOLDING LIMITED)
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Summary
· The boards of Esyasoft and Good Energy are pleased to announce
that they have reached agreement on the terms of a recommended cash offer for
the entire issued and to be issued ordinary share capital of Good Energy (the
"Acquisition"). 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.
· Under the terms of the Acquisition, each Good Energy
Shareholder will be entitled to receive:
For each Good Energy Share: 490 pence in cash
(the "Cash Consideration")
· The Cash Consideration represents a premium of
approximately:
° 66 per cent. to the Closing Price of 295 pence per Good
Energy Share on 25 October 2024 (being the last trading day before the
commencement of the Offer Period);
° 81 per cent. to the volume weighted average price of 271 pence
per Good Energy Share for the one-month period to 25 October 2024 (being the
last trading day before the commencement of the Offer Period);
° 87 per cent. to the volume weighted average price of 262 pence
per Good Energy Share for the three-month period to 25 October 2024 (being the
last trading day before the commencement of the Offer Period);
° 87 per cent. to the volume weighted average price of 263 pence
per Good Energy Share for the six-month period to 25 October 2024 (being the
last trading day before the commencement of the Offer Period); and
° 19 per cent. to the all-time high Closing Price per Good
Energy Share of 412 pence on 3 January 2024.
The Acquisition values the entire issued and to be issued share capital of
Good Energy at approximately £99.4 million on a fully diluted basis, and
implies an enterprise value of approximately £67.8 million.
If, on or after the date of this Announcement and on or prior to the Effective
Date, any dividend and/or other distribution and/or return of capital is
authorised, declared, made or paid or becomes payable in respect of Good
Energy Shares, Esyasoft reserves the right to reduce the Cash Consideration
payable under the terms of the Acquisition by an amount equal to all or part
of any such dividend and/or other distribution and/or return of capital, in
which case Good Energy Shareholders would be entitled to receive and retain
any such dividend and/or other distribution and/or return of capital. Any
exercise by Esyasoft of its rights referred to in this paragraph shall be the
subject of an announcement and, for the avoidance of doubt, shall not be
regarded as constituting any revision or variation of the terms of the Scheme
or the Acquisition.
It is intended that the Acquisition will be effected by way of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.
However, Esyasoft reserves the right to elect 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).
Background to and reasons for the Acquisition
The Esyasoft Group's mission is to accelerate green energy transition and
carbon reduction. It is recognised as a leader in smart grid technology with a
comprehensive array of engineering, manufacturing, IT, and analytics products
and solutions.
It provides an integrated array of smart utility solutions including smart
meters, EV charging infrastructure, battery storage, and advanced software
paired with insightful analytics.
The Esyasoft Group serves the power, water and gas markets. Its industry
leading Smart Meter Data Management platform, which is rated consistently in
the Global top 10 by Gartner, serves more than 25 million consumer meter
connections and this is projected to grow to approximately 50 million by 2026.
The Esyasoft Group is a pioneer in supplying AI-powered technology and
analytics solutions for worldwide energy transition projects. It also works
with large utility companies in the UK, Europe, UAE and India and is expanding
its international business.
In the last ten years it has also grown its capabilities substantially,
including vertical integration into smart meter manufacturing, renewable
energy services integration, mobility solutions, EV charging, energy storage
and climate technologies. As a result of this expansion, it is transforming
into a smart "Energy-as-a-Service" ("EaaS") business.
The Esyasoft Group's vision is to create an end-to-end smart grid business
with approximately one billion end-use customers.
Since 2019, Good Energy has transitioned from a green energy supplier to a
green EaaS business as it has expanded into heat pump and solar panel
installation and servicing. As such, the Esyasoft Group believes there is a
high degree of convergence between its business model and Good Energy's and a
high degree of complementarity between its markets, products and expertise and
those of Good Energy.
Just as importantly, the Esyasoft Group also believes that there is a shared
ethos and vision of a smart, green, sustainable energy future between it and
Good Energy.
The Esyasoft Group believes that under its ownership and with sufficient
investment, Good Energy could grow its customer base to become a UK
market-leading business. It also considers that, on a selective basis, and
with appropriate investment, Good Energy's products and services could be
rolled out internationally, particularly to markets where the Esyasoft Group
has an established presence. The Esyasoft Group further believes that there
are synergies and cross-selling opportunities that can be realised not only
between Good Energy and the Esyasoft Group, but also across the broader group
of entities comprising the Esyasoft Group's parent company group. The Esyasoft
Group's vision is to establish Good Energy as a leading global green energy
business.
Background to and reasons for the recommendation
Good Energy was founded 25 years ago with a purpose to help people be a part
of the solutions to climate change and the Company has been a significant
changemaker in that time.
It is a pioneering 100% renewable electricity supplier and has previously
developed wind and solar farms. It created the market to pay domestic solar
generators and provided crucial support for community energy and small scale
renewables.
Today, Good Energy's purpose has not changed, but it has become a differently
shaped business to suit a differently shaped market.
Good Energy's strategy today
Truly renewable electricity supply remains foundational, and Good Energy
stands out as the only supplier to be accredited a Which? Eco Provider and
hold the Uswitch Green Tariff Gold Standard, backed by excellent customer
service as rated by customers on TrustPilot. But energy supply, particularly
domestic, is low margin. As such the Company has expanded into clean energy
services over recent years.
In 2022, Good Energy divested its own renewable generation assets and set
about reinvesting the sale proceeds primarily in building out installation
services in rooftop solar and heat pumps.
The Company has made five acquisitions in these sectors over the last two
years and is now focused on integrating these businesses, having now deployed
the majority of the cash resources it had available for acquisitions.
Through these acquisitions the Company is now a full-service clean energy
business, well-positioned to offer premium, higher margin solutions for a
whole greener home or business, from one trusted brand. The services the
Company now offers include market-leading export tariffs, solar, storage,
heat, and EV charging installations. When combining this with truly renewable
electricity supply, Good Energy is established as a trusted "go-to" option for
any homeowner or business looking to enhance their environmental footprint.
In addition, Good Energy has a stake in decarbonising mobility through its
investment in Zapmap. Since its initial investment in one of the UK's
market-leading EV apps and charging data provider in 2019, Good Energy has
continued to support the business which maintains around a 75% share of a
rapidly growing EV driver market.
Capital constraints
The Good Energy Board believes, however, that there is still significant
opportunity to grow both its supply business and its energy services business
in a rapidly evolving and competitive market. The supply business currently
procures power from over 2,500 independent renewable generators. To materially
grow this business segment whilst remaining committed to its renewable power
sourcing principles, the Company would need to enter into larger multi-year
term power purchase agreements, which would require the Company to have
significantly more collateral available to it than it currently has on its
balance sheet.
On the services side, the majority of the cash available on the balance sheet
for acquisitions has been deployed and the Company is now looking to integrate
its current interests, although, in a highly fragmented market, the Company
would need to continue to make further acquisitions to fulfil its ambitions of
becoming a dominant solar and heat pump installer nationally.
Separately, Zapmap, in which the Company currently has a 49% equity interest,
continues its trajectory of strong growth, now with nearly one million
registered users. Its commercial offering is growing too, as its Insights
product solidifies as the industry's go-to source for data on the nationally
critical public EV charging network. The Good Energy Board sees the benefit in
supporting Zapmap into profitability and this will require further investment
from early 2025.
Opportunity for accelerated growth
Whilst the Good Energy Board remains confident in the Company's future
prospects as an independent publicly-traded company and its ability to deliver
value for all stakeholders over the medium to long term, there is future risk
embedded in this deliverability. Given the Company's shareholder structure and
general prevailing sentiment of the UK public markets, the Good Energy Board
believes it may not have sufficient access to capital to capture many of the
opportunities that lie in front of it. The Good Energy Board notes the
financial resources that Esyasoft has available to it through its parent group
and believes that the Company's growth ambitions can potentially be better met
under Esyasoft's direct ownership. The Acquisition will therefore provide an
opportunity for Good Energy to accelerate organic growth, pursue strategic
investments and execute its longer-term strategy and purpose as part of a much
larger, well-funded group.
The Good Energy Board also notes the Esyasoft Group's presence in markets and
geographies that Good Energy is not currently in, which could represent very
attractive growth opportunities for the Company and recognises the potential
opportunity to cross-sell within the Esyasoft Group.
The offer
Having received an unsolicited initial Indicative offer on 25 October 2024
from Esyasoft at an offer price of 412p per share, the Board believed that
this was not a fair reflection of the future growth opportunities of the
Company. However, it also recognised the possible merits of a combination with
Esyasoft that could offer a wider range of services to a larger customer base,
resulting in a stronger overall business within an increasingly competitive
market.
Accordingly, the Good Energy Board went through a series of negotiations and
reached a revised offer at a price of 490p. In accordance with its fiduciary
duties, the Good Energy Board believes the terms of the Acquisition, including
the price, are such that shareholders should be provided with the opportunity
to consider them.
As such, the Good Energy Board believes the cash offer from Esyasoft would
provide Good Energy Shareholders with an immediate realisation of this future
value potential in cash at an attractive premium of:
° 66 per cent. to the Closing Price of 295 pence per Good Energy Share
on 25 October 2024 (being the last trading day before the commencement of the
Offer Period);
° 81 per cent. to the volume weighted average price of 271 pence per
Good Energy Share for the one-month period to 25 October 2024 (being the last
trading day before the commencement of the Offer Period);
° 87 per cent. to the volume weighted average price of 262 pence per
Good Energy Share for the three-month period to 25 October 2024 (being the
last trading day before the commencement of the Offer Period);
° 87 per cent. to the volume weighted average price of 263 pence per
Good Energy Share for the six-month period to 25 October 2024 (being the last
trading day before the commencement of the Offer Period); and
° 19 per cent. to the all-time high Closing Price per Good Energy
Share of 412 pence on 3 January 2024.
The Good Energy Directors have also considered Esyasoft's stated intentions
for the business, management and employees and other stakeholders of Good
Energy. The Good Energy Directors believe that Esyasoft is strongly positioned
to support Good Energy with the next phase of its growth, providing access to
capital for further development. In addition, as a private company, Good
Energy would be better able to develop its business away from the parameters
of operating in public markets, and its associated costs.
Additionally, the Good Energy Directors have received feedback from certain of
Good Energy's largest shareholders that it has consulted with on the
Acquisition and this feedback has been supportive, as reflected by Esyasoft
having procured irrevocable commitments to vote in favour of the resolutions
relating to the Acquisition at the Meetings, from Ecotricity Group Limited and
André Fernon and also from Founder and former CEO of Good Energy, Juliet
Davenport, representing in aggregate 5,439,802 Good Energy Shares
(representing approximately 29.39 per cent. of Good Energy's existing ordinary
share capital in issue as at 24 January 2025, being the latest practicable
date prior to the date of this Announcement (the "Latest Practicable Date")).
Accelerating Good Energy's purpose
Esyasoft's vision for helping one billion customers to reduce their carbon
footprint through Esyasoft's products is comparative to the goal Good Energy
set in 2022 of helping one million customers do the same - except in its
materially greater scale.
The Board is confident in Good Energy's potential for medium to long term
future growth. Esyasoft's offer can unlock that potential in the shorter term,
whilst providing a premium return for shareholders today.
Accordingly, having considered all of the above factors, the Good Energy
Directors intend to unanimously recommend the Acquisition to Good Energy
Shareholders.
Recommendation
The Good Energy Directors, who have been so advised by Canaccord Genuity as to
the financial terms of the Acquisition, consider the terms of the Acquisition
to be fair and reasonable. In providing advice to the Good Energy Directors,
Canaccord Genuity have taken into account the commercial assessments of the
Good Energy Directors. Canaccord Genuity is providing independent financial
advice to the Good Energy Directors for the purposes of Rule 3 of the Takeover
Code.
Accordingly, the Good Energy Directors intend to unanimously recommend that
Good Energy Shareholders vote in favour of the Scheme at the Court Meeting and
vote in favour of the Good Energy Resolution(s) at the General Meeting as the
Good Energy Directors who hold Good Energy Shares have irrevocably undertaken
to do in respect of 147,366 Good Energy Shares in total, representing in
aggregate approximately 0.80 per cent. of Good Energy's ordinary share capital
in issue as at the Latest Practicable Date. These irrevocable undertakings
remain binding in the event a higher competing offer is made for Good Energy
by a third party.
Irrevocable Undertakings
In addition to the irrevocable undertakings given by the Good Energy Directors
referred to above, Esyasoft has also received irrevocable undertakings from
Ecotricity Group Limited, André Fernon and Founder and former CEO of Good
Energy, Juliet Davenport, to vote (or procure votes) in favour of the Scheme
at the Court Meeting and the Good Energy Resolution(s) at the General Meeting
in respect of 5,439,802 Good Energy Shares, representing approximately 29.39
per cent. of the ordinary share capital of Good Energy in issue as at the
Latest Practicable Date.
Esyasoft has therefore received, in aggregate, irrevocable undertakings in
respect of 5,587,168 Good Energy Shares, representing approximately 30.19 per
cent. of Good Energy's ordinary share capital in issue as at the Latest
Practicable Date.
Further details of these irrevocable undertakings, including the circumstances
in which they may lapse, are set out in paragraph 6 of this Announcement and
in Appendix 3 to this Announcement.
Information relating to Esyasoft and the Esyasoft Group
Esyasoft is an Abu Dhabi incorporated private company wholly owned by the
Esyasoft Group.
The Esyasoft Group is a Dubai-headquartered global business specialising in
manufacturing state-of-the-art IoT devices and providing a suite of software
solutions designed to enhance energy distribution and management. The Esyasoft
Group has operations in UAE, the UK, Europe and India. The Esyasoft Group was
founded by Bipin Chandra in 2014 and has been a subsidiary of Sirius
International Holding Limited ("Sirius") since 2023. Sirius is one of the
principal operating subsidiaries of International Holding Company PJSC
("IHC").
Sirius is a global Abu Dhabi-based holding company that leverages disruptive
technologies to drive cross-sector digital transformation and engineer
sustainable solutions to combat climate change. Its business sectors include
government digitalisation, AI & blockchain solutions, smart utilities,
digital transformation, healthcare technology, and sustainability and climate
solutions. Sirius has a portfolio of more than 20 subsidiaries operating in
more than 12 countries.
IHC (ADX:IHC) is an Abu Dhabi-based publicly listed holding company comprising
more than 100 entities in a growing number of sectors, including healthcare,
real estate, agriculture, food and beverage, utilities, industries, IT and
communications, retail and leisure, and capital. IHC was founded in 1998 as
part of an initiative to diversify and grow non-oil business sectors in the
United Arab Emirates and is one of the fastest growing holding companies in
the region. By market capitalisation (£192 billion approximately) it is
currently the largest company on the Abu Dhabi Securities Exchange. IHC's
ultimate parent entity is Royal Group Holding LLC, an Abu Dhabi incorporated
private holding company which is controlled by a member of the Abu Dhabi royal
family.
Information relating to Good Energy
Good Energy is a supplier of 100% renewable power and an innovator in energy
services. It has long term power purchase agreements with a community of more
than 2,500 independent UK generators.
Since it was founded 25 years ago, the Company has been at the forefront of
the charge towards a cleaner, distributed energy system. Its mission is to
power a cleaner, greener world and make it simple to generate, share, store,
use and travel by clean power. Its ambition is to support one million homes
and businesses to cut carbon from their energy and transport use by 2025.
Good Energy is recognised as a leader in this market, through its B Corp
accreditation, Which? Eco Provider status and Gold Standard Uswitch Green
Tariff accreditation for its standard tariff.
Timetable and Conditions
· It is intended that the Acquisition will be effected by
way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies
Act. However, Esyasoft reserves the right to elect 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 Acquisition is conditional on, among other things,
the approval of the requisite majority of the Scheme Shareholders at the Court
Meeting and Good Energy Shareholders at the General Meeting. In order to
become Effective, the Scheme must be approved by a majority in number of the
Scheme Shareholders present and voting at the Court Meeting, either in person
or by proxy, representing at least 75 per cent. in value of the Scheme Shares
voted. In addition, the approval of the Good Energy Resolution(s) by Good
Energy Shareholders representing at least 75 per cent. of votes cast at the
General Meeting (expected to be held immediately after the Court Meeting) is
also required for the implementation of the Scheme. In addition, following the
Court Meeting, the Scheme must be sanctioned by the Court. Finally, a copy of
the Court Order must be delivered to the Registrar of Companies, upon which
the Scheme will become Effective. The Scheme must become Effective by no later
than the Long Stop Date.
· The Acquisition will be made in accordance with the
Takeover Code and on the terms and subject to the Conditions which are set out
in Appendix 1 to this Announcement and on the further terms and conditions
that will be set out in the Scheme Document.
· The Scheme Document, containing further information about
the Acquisition and notices of the Court Meeting and the General Meeting, and
which will be accompanied by the Forms of Proxy, will be published as soon as
reasonably practicable, and in any event within 28 days of this Announcement
(or such later time as Esyasoft, Good Energy and the Panel agree and, if
required, the Court may approve). The Scheme Document will specify the actions
to be taken by Good Energy Shareholders and will contain an expected timetable
for the implementation of the Scheme.
· The Scheme is expected to become Effective in H1 2025,
subject to the satisfaction or, where permitted, waiver of the Conditions set
out in Appendix 1 to this Announcement.
Commenting on the Acquisition, Bipin Chandra, CEO and Founder of Esyasoft
Holding, said:
"What strikes us about Good Energy is how aligned it is both strategically and
culturally with our own business. Good Energy, like Esyasoft, is driven by a
vision to deliver a smart, green and sustainable energy future for all. We
have a strong track record of supporting businesses involved in critical
energy infrastructure and climate technologies, and therefore our portfolio of
services is highly complementary to Good Energy's. We believe that through our
strategic partnership, we can support Good Energy in accelerating delivery of
its purpose and growth ambitions by realising the extensive opportunities that
exist for this business both in the UK and internationally."
Commenting on the Acquisition, Nigel Pocklington, CEO of Good Energy, said:
"Good Energy has had the same express purpose to power a cleaner, greener
future for 25 years. Today we have an opportunity with a partner that shares
our sustainable energy vision and has the resources to accelerate our purpose
substantially. Whilst the Board remains confident in Good Energy's strategic
delivery as a publicly listed company, Esyasoft's financial resources, in
addition to its presence in new markets, present a significant increase in our
potential. The offer values the Company at a significant premium, offering
shareholders a good return for their support for the Company. The Board is
recommending the offer - a good deal which will ramp up the Company's
renewable purpose."
Commenting on the Acquisition, Will Whitehorn, Chair of Good Energy, said:
"The Board unanimously recommends this offer to shareholders as not only does
it represent good value in return for their support for the Company, it
provides an opportunity for the business to accelerate its purpose and impact.
Good Energy has undergone a strategic shift in recent years to become a full
clean energy services business, and whilst the Board believes it is now
strongly positioned to grow as a listed company, there are restrictions and
associated costs to doing so. Through the course of discussions with Esyasoft,
we have negotiated what we believe to be a fair valuation from a potential
owner which has an aligned mission and the resources to support Good Energy in
becoming a success story as not only the go-to British company for all
renewable energy services, but also a leading global renewable energy brand."
Commenting on the Acquisition, Juliet Davenport, Founder and former CEO of
Good Energy, said:
"I founded Good Energy 25 years ago to be a pioneer in the provision of clean
power to all customers in the UK. The energy industry back then was very
different, founded around fossil fuels and designed to be a centralised
system.
This new investor for Good Energy offers an opportunity to scale the Good
Energy propositions leading the decentralised and flexible clean power
offering for the prosumers of the future to make a real difference to climate
change."
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 to this Announcement
and to the full terms and conditions which will be set out in the Scheme
Document. Appendix 2 to this Announcement contains the sources of information
and bases of calculations of certain information contained in this
Announcement. Appendix 3 contains a summary of the irrevocable undertakings
received in relation to this Acquisition. Appendix 4 contains definitions of
certain expressions used in this summary and in this Announcement.
Enquiries:
Esyasoft via Headland
Bipin Chandra
Dean Street (Financial Adviser to Esyasoft) +44 (0)20 3818 8520
Bob Morris
Graeme Atkinson
Henry Morgan
Headland (PR Adviser to Esyasoft) +44 (0)20 3805 4822
Lucy Legh
Stephanie Ellis
Antonia Pollock
Good Energy via SEC Newgate
Nigel Pocklington
Canaccord Genuity (Rule 3 Adviser, Nominated Adviser, Financial Adviser and +44 (0) 20 7523 8000
Joint Broker to Good Energy)
Henry Fitzgerald O'Connor
Harry Rees
SEC Newgate (Communications Adviser to Good Energy) +44 (0) 20 3757 6882
Elisabeth Cowell
Ian Morris
Clyde & Co LLP is acting as legal adviser to Esyasoft. Norton Rose
Fulbright LLP is acting as legal adviser to Good Energy.
Important notices about financial advisers
Dean Street Advisers Limited ("Dean Street"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively for Esyasoft
and no one else in connection with the matters described in this Announcement
and will not be responsible to anyone other than Esyasoft for providing the
protections afforded to clients of Dean Street nor for providing advice in
relation to the subject matter of this announcement. Neither Dean Street nor
any of its affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Dean Street in
connection with this announcement, any statement contained herein or
otherwise.
Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and
regulated by the FCA in the United Kingdom, is acting as financial adviser to
Good Energy and no one else in connection with the matters described in this
Announcement and will not be responsible to anyone other than Good Energy for
providing the protections afforded to clients of Canaccord Genuity nor for
providing advice in connection with the matters referred to herein. Neither
Canaccord Genuity nor any of its subsidiaries, branches or affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Canaccord Genuity in connection with this
Announcement, any statement contained herein, any offer or otherwise.
Inside Information
This Announcement contains inside information as stipulated under the Market
Abuse Regulations (EU) No. 596/2014 as it forms part of UK law by virtue of
the European Union (Withdrawal) Act 2018. Upon the publication of this
announcement via a Regulatory Information Service, this inside information
will be considered to be in the public domain.
The person responsible for making this Announcement on behalf of Good Energy
is Nigel Pocklington.
Further Information
This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, any offer to sell or an invitation to
purchase any securities; a solicitation of an offer to buy, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities pursuant to the
Acquisition otherwise; or the solicitation of any vote or approval in any
jurisdiction pursuant to the or otherwise nor shall there be any purchase,
sale, issuance or exchange of securities or such solicitation in any
jurisdiction in which such offer, solicitation, sale issuance or exchange is
unlawful. The Acquisition will be made solely by means of the Scheme Document
(or, if the Acquisition is implemented by way of a Takeover Offer, the offer
document) which, together with any related forms of proxy, will contain the
full terms and conditions of the Acquisition, including details of how to vote
in respect of the Scheme. Any decision in respect of, or other response to,
the Acquisition should be made only on the basis of the information contained
in the Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the offer document).
Good Energy will prepare the Scheme Document to be distributed to Good Energy
Shareholders. Good Energy and Esyasoft urge Good Energy Shareholders to read
the Scheme Document (or any other document by which the Acquisition is made)
in full when it becomes available because it will contain important
information relating to the Acquisition, including details of how to vote in
respect of the Scheme.
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
publication of this Announcement shall not give rise to any implication that
there has been no change in the facts set forth in this Announcement since
such date.
This Announcement does not constitute a prospectus or prospectus equivalent
document.
Overseas jurisdictions
The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom, and the availability of the Acquisition to Good
Energy Shareholders who are not resident in the United Kingdom, may be
restricted by the laws of those jurisdictions and therefore persons into whose
possession this Announcement comes should inform themselves about and observe
such restrictions. In particular, the ability of persons who are not resident
in the United Kingdom to vote their Good Energy Shares with respect to the
Scheme at the Court Meeting, or to execute and deliver forms of proxy
appointing another to vote at the Court Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they are located.
Further details in relation to Overseas Shareholders will be contained in the
Scheme Document (or, if the Acquisition is implemented by way of a Takeover
Acquisition, the offer document). Any failure to comply with any such
restrictions may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law, the companies
and persons involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
Unless otherwise determined by Esyasoft or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction.
Accordingly, copies of this Announcement and all documents 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 a Restricted
Jurisdiction, and persons receiving this Announcement and all documents
relating to the Acquisition (including custodians, nominees and trustees) must
not mail or otherwise distribute or send them in, into or from such Restricted
Jurisdiction. If the Acquisition is implemented by way of 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 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 facilities or from within any Restricted Jurisdiction.
This Announcement has been prepared in connection with proposals in relation
to a scheme of arrangement pursuant to and for the purpose of complying with
English law and the Takeover Code and 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 the United
Kingdom. Nothing in this Announcement should be relied on for any other
purpose.
The Acquisition shall be subject to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange, the FCA and the AIM
Rules.
Additional information for US investors
The Acquisition relates to the shares of an English company and is being made
by means of a scheme of arrangement provided for under English company law. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer or proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure requirements and
practices applicable in the United Kingdom to schemes of arrangement which
differ from the disclosure requirements of the US tender offer and proxy
solicitation rules.
If, in the future, Esyasoft exercises its right to implement the Acquisition
by way of a Takeover Offer, which is to be made into the US, such Takeover
Offer will be made in compliance with the applicable US laws and regulations,
including Section 14(e) and Regulation 14E under the US Exchange Act. Such a
Takeover Offer would be made in the US by Esyasoft and no one else.
In accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) of the U.S. Exchange Act, Esyasoft, its affiliates, their advisers
and the nominees or brokers (acting as agents) may make certain purchases of,
or arrangements to purchase, shares in Good Energy outside the Acquisition,
such as in open market purchases or privately negotiated purchases, during the
period in which the Acquisition remains open for acceptance. If such purchases
or arrangements to purchase were to be made, they would comply with applicable
law, including UK laws and the US Exchange Act. Any information about such
purchases or arrangements to purchase shall be disclosed as required under UK
laws and will be available to all investors (including US investors) via the
Regulatory Information Service and shall be available on the London Stock
Exchange website at www.londonstockexchange.com.
(http://www.londonstockexchange.com/) To the extent that such information is
required to be publicly disclosed in the UK in accordance with applicable
regulatory requirements, this information will, as applicable, also be
publicly disclosed in the United States.
It may be difficult for US holders of Good Energy Shares to enforce their
rights and any claim arising out of the US federal securities laws in
connection with the Acquisition, since Esyasoft and Good Energy are located in
non-US jurisdictions, and some or all of their officers and directors may be
residents of non-US jurisdictions. US holders of Good Energy Shares may not be
able to sue a non-US company or its officers or directors in a non-US court
for violations of the US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to a US
court's judgement.
The financial information included in this Announcement, or that may be
included in the Scheme Document, has been prepared in accordance with
accounting standards applicable in the United Kingdom and thus may not be
comparable to financial information of US companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the US ("US GAAP"). US GAAP differs in certain
significant respects from accounting standards applicable in the United
Kingdom. None of the financial information in this announcement has been
audited in accordance with auditing standards generally accepted in the United
States or the auditing standards of the Public Company Accounting Oversight
Board (United States).
Neither the Acquisition nor this Announcement have been approved or
disapproved by the US Securities and Exchange Commission, any state securities
commission in the United States or any other US regulatory authority, nor have
such authorities approved or disapproved or passed judgement upon the fairness
or the merits of the Acquisition, or determined if the information contained
in this Announcement is adequate, accurate or complete. Any representation to
the contrary is a criminal offence in the United States.
The receipt of cash pursuant to the Acquisition by a US holder as
consideration for the transfer of its Good Energy Shares pursuant to the
Acquisition will likely 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 US holder of Good Energy Shares is urged to consult
their independent legal, tax and financial advisers regarding the tax
consequences of the Acquisition applicable to them, including under applicable
US state and local, as well as overseas and other, tax laws.
Forward-looking statements
This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by Esyasoft or Good Energy may contain statements about
Esyasoft and Good Energy that are or may be deemed to be forward looking
statements. All statements other than statements of historical facts included
in this Announcement may be forward looking statements. Without limitation,
any statements preceded or followed by or that include the words "targets",
"plans", "believes", "expects", "aims", "intends", "will", "may", "shall",
"should", "anticipates", "estimates", "projects", "is subject to", "budget",
"scheduled", "forecast" or words or terms of similar substance or the negative
thereof, are forward looking statements. Forward looking statements include
statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of Esyasoft's
or Good Energy's operations and potential synergies resulting from the
Acquisition; and (iii) the effects of government regulation on Esyasoft's or
Good Energy's business.
Such forward looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections of the
management of Esyasoft and Good Energy about future events, and are therefore
subject to risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors could cause
actual results to differ materially from those projected or implied in any
forward looking statements, including: changes in the global, political,
social, economic, business, competitive, market and regulatory forces, future
exchange and interest rates, changes in tax rates, future business
combinations or disposals. Other unknown or unpredictable factors could cause
actual results to differ materially from those in the forward looking
statements. Such forward looking statements should therefore be construed in
light of such factors. Neither Esyasoft nor Good Energy, nor any of their
respective associates or directors, officers or advisers, 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. Due to such uncertainties and risks, readers are
cautioned not to place undue reliance on such forward looking statements,
which speak only as of the date hereof. All subsequent oral or written forward
looking statements attributable to any member of the Esyasoft Group or the
Good Energy Group, or any of their respective associates, directors, officers,
employees or advisers, are expressly qualified in their entirety by the
cautionary statement above.
Esyasoft and Good Energy expressly disclaim any obligation to update any
forward looking or other statements contained herein, except as required by
applicable law or by the rules of any competent regulatory authority, whether
as a result of new information, future events or otherwise.
No profit forecasts, profit estimates or quantified financial benefit
statements
No statement in this Announcement is intended as, or is to be construed as, a
profit forecast, profit estimate or quantified financial benefit statement for
any period and no statement in this Announcement should be interpreted to mean
that earnings or earnings per share for Good Energy for the current or future
financial years would necessarily match or exceed the historical published
earnings or earnings per share for Good Energy.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per
cent. or more of any class of relevant securities of an offeree company or of
any securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the Offer Period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 pm (London time) on the 10th business day following the
commencement of the Offer Period and, if appropriate, by no later than 3.30 pm
(London time) on the 10th business day following the announcement in which any
securities exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position Disclosure must
instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company and (ii) any securities exchange offeror(s),
save to the extent that these details have previously been disclosed under
Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be
made by no later than 3.30 pm (London time) on the business day following the
date of the relevant dealing. If two or more persons act together pursuant to
an agreement or understanding, whether formal or informal, to acquire or
control an interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single person for the
purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the 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.
Publication on website
A copy of this Announcement and the documents required to be published
pursuant to Rule 26 of the Takeover Code will be available, free of charge,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, on Esyasoft's website at
www.esyasoft.com/takeover-documentation and Good Energy's website at
www.goodenergy.co.uk/investors/important-notice/ by no later than 12.00 noon
(London Time) on the Business Day following the publication of this
Announcement.
For the avoidance of doubt, the contents of these websites and any websites
accessible from hyperlinks on these websites are not incorporated into and do
not form part of this Announcement.
Information relating to Good Energy Shareholders
Please be aware that addresses, electronic addresses and certain other
information provided by Good Energy Shareholders, persons with information
rights and other relevant persons for the receipt of communications from Good
Energy may be provided to Esyasoft during the Offer Period as required under
Section 4 of Appendix 4 of the Takeover Code.
Right to receive documents in hard copy form
Good Energy Shareholders, participants in the Good Energy Share Plans and
persons with information rights may request a hard copy of this Announcement,
free of charge, by contacting Good Energy's registrars, Computershare Investor
Services plc, during business hours on +44(0)37 0707 1154, or by submitting a
request in writing to The Pavilions, Bridgewater Road, Bristol BS99 6ZY. If
calling from outside of the UK, please ensure the country code is used. For
persons who receive a copy of this Announcement in electronic form or via a
website notification, a hard copy of this Announcement will not be sent unless
so requested. Such persons may also request that all future documents,
announcements and information in relation to the Acquisition are sent to them
in hard copy form. Please note that Computershare Investor Services plc cannot
provide any financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes.
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.
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 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.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
27 January 2025
RECOMMENDED CASH ACQUISITION OF
GOOD ENERGY GROUP PLC ("GOOD ENERGY" or "the Company")
BY
ESYASOFT INVESTMENT HOLDING RSC LIMITED ("ESYASOFT")
(A WHOLLY-OWNED SUBSIDIARY OF ESYASOFT HOLDING LIMITED)
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
1. Introduction
The boards of Esyasoft and Good Energy are pleased to announce that they have
reached agreement on the terms of a recommended cash offer for the entire
issued and to be issued ordinary share capital of Good Energy (the
"Acquisition"). 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.
2. The Acquisition
Under the terms of the Acquisition, which will be subject to the Conditions
and further terms set out below and in Appendix 1 to this Announcement, and to
be set out in the Scheme Document, Good Energy Shareholders will be entitled
to receive:
For each Good Energy Share: 490 pence in
cash
(the "Cash Consideration")
The Cash Consideration represents a premium of approximately:
· 66 per cent. to the Closing Price of 295 pence per Good
Energy Share on 25 October 2024 (being the last trading day before the
commencement of the Offer Period);
· 81 per cent. to the volume weighted average price of 271
pence per Good Energy Share for the one-month period to 25 October 2024 (being
the last trading day before the commencement of the Offer Period);
· 87 per cent. to the volume weighted average price of 262
pence per Good Energy Share for the three-month period to 25 October 2024
(being the last trading day before the commencement of the Offer Period);
· 87 per cent. to the volume weighted average price of 263
pence per Good Energy Share for the six-month period to 25 October 2024 (being
the last trading day before the commencement of the Offer Period); and
· 19 per cent. to the all-time high Closing Price per
Good Energy Share of 412 pence on 3 January 2024.
The Acquisition values the entire issued and to be issued share capital of
Good Energy at approximately £99.4 million on a fully diluted basis, and
implies an enterprise value of approximately £67.8 million.
If, on or after the date of this Announcement and on or prior to the Effective
Date, any dividend and/or other distribution and/or return of capital is
authorised, declared, made or paid or becomes payable in respect of Good
Energy Shares, Esyasoft reserves the right to reduce the Cash Consideration
payable under the terms of the Acquisition by an amount equal to all or part
of any such dividend and/or other distribution and/or return of capital, in
which case Good Energy Shareholders would be entitled to receive and retain
any such dividend and/or other distribution and/or return of capital
authorised, declared, made or paid.
If and to the extent that any such dividend, distribution or return of value
is authorised, declared, made or paid or becomes payable on or prior to the
Effective Date, and Esyasoft exercises its rights under this paragraph 2 to
reduce the Cash Consideration payable under the terms of the Acquisition,
Esyasoft shall make an announcement in respect of the exercise of that right
and any reference in this Announcement to the Cash Consideration payable under
the terms of the Acquisition shall be deemed to be a reference to the Cash
Consideration as so reduced. Any exercise by Esyasoft of its rights referred
to in this paragraph shall not be regarded as constituting any revision or
variation of the terms of the Scheme or the Acquisition.
It is intended that the Acquisition will be effected by way of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.
However, Esyasoft reserves the right to elect 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).
It is expected that the Scheme Document (including details of the Court
Meeting and the General Meeting), and the Forms of Proxy accompanying the
Scheme Document, will be published as soon as reasonably practicable, and in
any event within 28 days of this Announcement (or such later time as Esyasoft,
Good Energy and the Panel agree and, if required, the Court may approve) and
the Scheme will become Effective in H1 2025, subject to the satisfaction or,
where permitted, waiver of the Conditions set out in the Appendix 1 to this
Announcement.
An expected timetable of principal events relating to the Acquisition and
further information on the actions to be taken by the Good Energy Shareholders
will be provided in the Scheme Document.
3. Background to and reasons for the Acquisition
The Esyasoft Group's mission is to accelerate green energy transition and
carbon reduction. It is recognised as a leader in smart grid technology with a
comprehensive array of engineering, manufacturing, IT, and analytics products
and solutions.
It provides an integrated array of smart utility solutions including smart
meters, EV charging infrastructure, battery storage, and advanced software
paired with insightful analytics.
The Esyasoft Group serves the power, water and gas markets. Its industry
leading Smart Meter Data Management platform, which is rated consistently in
the Global top 10 by Gartner, serves more than 25 million consumer meter
connections and this is projected to grow to approximately 50 million by 2026.
The Esyasoft Group is a pioneer in supplying AI-powered technology and
analytics solutions for worldwide energy transition projects. It also works
with large utility companies in the UK, Europe, UAE and India and is expanding
its international business.
In the last ten years it has also grown its capabilities substantially,
including vertical integration into smart meter manufacturing, renewable
energy services integration, mobility solutions, EV charging, energy storage
and climate technologies. As a result of this expansion, it is transforming
into a smart "Energy-as-a-Service" ("EaaS") business.
The Esyasoft Group's vision is to create an end-to-end smart grid business
with approximately one billion end-use customers.
Since 2019, Good Energy has transitioned from a green energy supplier to a
green EaaS business as it has expanded into heat pump and solar panel
installation and servicing. As such, the Esyasoft Group believes there is a
high degree of convergence between its business model and Good Energy's and a
high degree of complementarity between its markets, products and expertise and
those of Good Energy.
Just as importantly, the Esyasoft Group also believes that there is a shared
ethos and vision of a smart, green, sustainable energy future between it and
Good Energy.
The Esyasoft Group believes that under its ownership and with sufficient
investment, Good Energy could grow its customer base to become a UK
market-leading business. It also considers that, on a selective basis, and
with appropriate investment, Good Energy's products and services could be
rolled out internationally, particularly to markets where the Esyasoft Group
has an established presence. The Esyasoft Group further believes that there
are synergies and cross-selling opportunities that can be realised not only
between Good Energy and the Esyasoft Group, but also across the broader group
of entities comprising the Esyasoft Group's parent company group. The Esyasoft
Group's vision is to establish Good Energy as a leading global green energy
business.
4. Background to and reasons for the recommendation
Good Energy was founded 25 years ago with a purpose to help people be a part
of the solutions to climate change and the Company has been a significant
changemaker in that time.
It is a pioneering 100% renewable electricity supplier and has previously
developed wind and solar farms. It created the market to pay domestic solar
generators and provided crucial support for community energy and small scale
renewables.
Today, Good Energy's purpose has not changed, but it has become a differently
shaped business to suit a differently shaped market.
Good Energy's strategy today
Truly renewable electricity supply remains foundational, and Good Energy
stands out as the only supplier to be accredited a Which? Eco Provider and
hold the Uswitch Green Tariff Gold Standard, backed by excellent customer
service as rated by customers on TrustPilot. But energy supply, particularly
domestic, is low margin. As such the Company has expanded into clean energy
services over recent years.
In 2022, Good Energy divested its own renewable generation assets and set
about reinvesting the sale proceeds primarily in building out installation
services in rooftop solar and heat pumps.
The Company has made five acquisitions in these sectors over the last two
years and is now focused on integrating these businesses, having now deployed
the majority of the cash resources it had available for acquisitions.
Through these acquisitions the Company is now a full-service clean energy
business, well-positioned to offer premium, higher margin solutions for a
whole greener home or business, from one trusted brand. The services the
Company now offers include market-leading export tariffs, solar, storage,
heat, and EV charging installations. When combining this with truly renewable
electricity supply, Good Energy is established as a trusted "go-to" option for
any homeowner or business looking to enhance their environmental footprint.
In addition, Good Energy has a stake in decarbonising mobility through its
investment in Zapmap. Since its initial investment in one of the UK's
market-leading EV apps and charging data provider in 2019, Good Energy has
continued to support the business which maintains around a 75% share of a
rapidly growing EV driver market.
Capital constraints
The Good Energy Board believes, however, that there is still significant
opportunity to grow both its supply business and its energy services business
in a rapidly evolving and competitive market. The supply business currently
procures power from over 2,500 independent renewable generators. To materially
grow this business segment whilst remaining committed to its renewable power
sourcing principles, the Company would need to enter into larger multi-year
term power purchase agreements, which would require the Company to have
significantly more collateral available to it than it currently has on its
balance sheet.
On the services side, the majority of the cash available on the balance sheet
for acquisitions has been deployed and the Company is now looking to integrate
its current interests, although, in a highly fragmented market, the Company
would need to continue to make further acquisitions to fulfil its ambitions of
becoming a dominant solar and heat pump installer nationally.
Separately, Zapmap, in which the Company currently has a 49% equity interest,
continues its trajectory of strong growth, now with nearly one million
registered users. Its commercial offering is growing too, as its Insights
product solidifies as the industry's go-to source for data on the nationally
critical public EV charging network. The Good Energy Board sees the benefit in
supporting Zapmap into profitability and this will require further investment
from early 2025.
Opportunity for accelerated growth
Whilst the Good Energy Board remains confident in the Company's future
prospects as an independent publicly-traded company and its ability to deliver
value for all stakeholders over the medium to long term, there is future risk
embedded in this deliverability. Given the Company's shareholder structure and
general prevailing sentiment of the UK public markets, the Good Energy Board
believes it may not have sufficient access to capital to capture many of the
opportunities that lie in front of it. The Good Energy Board notes the
financial resources that Esyasoft has available to it through its parent group
and believes that the Company's growth ambitions can potentially be better met
under Esyasoft's direct ownership. The Acquisition will therefore provide an
opportunity for Good Energy to accelerate organic growth, pursue strategic
investments and execute its longer-term strategy and purpose as part of a much
larger, well-funded group.
The Good Energy Board also notes the Esyasoft Group's presence in markets and
geographies that Good Energy is not currently in, which could represent very
attractive growth opportunities for the Company and recognises the potential
opportunity to cross-sell within the Esyasoft Group.
The offer
Having received an unsolicited initial Indicative offer on 25 October 2024
from Esyasoft at an offer price of 412p per share, the Board believed that
this was not a fair reflection of the future growth opportunities of the
Company. However, it also recognised the possible merits of a combination with
Esyasoft that could offer a wider range of services to a larger customer base,
resulting in a stronger overall business within an increasingly competitive
market.
Accordingly, the Good Energy Board went through a series of negotiations and
reached a revised offer at a price of 490p. In accordance with its fiduciary
duties, the Good Energy Board believes the terms of the Acquisition, including
the price, are such that shareholders should be provided with the opportunity
to consider them.
As such, the Good Energy Board believes the cash offer from Esyasoft would
provide Good Energy Shareholders with an immediate realisation of this future
value potential in cash at an attractive premium to the undisturbed share
price as described below:
° 66 per cent. to the Closing Price of 295 pence per Good Energy Share
on 25 October 2024 (being the last trading day before the commencement of the
Offer Period);
° 81 per cent. to the volume weighted average price of 271 pence per
Good Energy Share for the one-month period to 25 October 2024 (being the last
trading day before the commencement of the Offer Period);
° 87 per cent. to the volume weighted average price of 262 pence per
Good Energy Share for the three-month period to 25 October 2024 (being the
last trading day before the commencement of the Offer Period);
° 87 per cent. to the volume weighted average price of 263 pence per
Good Energy Share for the six-month period to 25 October 2024 (being the last
trading day before the commencement of the Offer Period); and
° 19 per cent. to the all-time high Closing Price per Good Energy
Share of 412 pence on 3 January 2024.
The Good Energy Directors have also considered Esyasoft's stated intentions
for the business, management and employees and other stakeholders of Good
Energy. The Good Energy Directors believe that Esyasoft is strongly positioned
to support Good Energy with the next phase of its growth, providing access to
capital for further development. In addition, as a private company, Good
Energy would be better able to develop its business away from the parameters
of operating in public markets, and its associated costs.
Additionally, the Good Energy Directors have received feedback from certain of
Good Energy's largest shareholders that it has consulted with on the
Acquisition and this feedback has been supportive, as reflected by Esyasoft
having procured irrevocable commitments to vote in favour of the resolutions
relating to the Acquisition at the Meetings, from Ecotricity Group Limited and
André Fernon, and also from Founder and former CEO of Good Energy, Juliet
Davenport, representing in aggregate 5,439,802 Good Energy Shares
(representing approximately 29.39 per cent. of the existing issued ordinary
share capital of Good Energy) as at the Latest Practicable Date.
Accelerating Good Energy's purpose
Esyasoft's vision for helping one billion customers to reduce their carbon
footprint through Esyasoft's products is comparative to the goal Good Energy
set in 2022 of helping one million customers do the same - except in its
materially greater scale.
The Board is confident in Good Energy's potential for medium to long term
future growth. Esyasoft's offer can unlock that potential in the shorter term,
whilst providing a premium return for shareholders, today.
Accordingly, having considered all of the above factors, the Good Energy
Directors intend to unanimously recommend the Acquisition to Good Energy
Shareholders.
5. Recommendation
The Good Energy Directors, who have been so advised by Canaccord Genuity as to
the financial terms of the Acquisition, consider the terms of the Acquisition
to be fair and reasonable. In providing advice to the Good Energy Directors,
Canaccord Genuity have taken into account the commercial assessments of the
Good Energy Directors. Canaccord Genuity is providing independent financial
advice to the Good Energy Directors for the purposes of Rule 3 of the Takeover
Code.
Accordingly, the Good Energy Directors intend to unanimously recommend that
Good Energy Shareholders vote in favour of the Scheme at the Court Meeting and
to vote in favour of the Good Energy Resolution(s) at the General Meeting as
the Good Energy Directors who hold Good Energy Shares have irrevocably
undertaken to do in respect of 147,366 Good Energy Shares in total,
representing in aggregate approximately 0.80 per cent. of Good Energy's
ordinary share capital in issue as at the Latest Practicable Date. These
irrevocable undertakings remain binding in the event a higher competing offer
is made for Good Energy by a third party.
6. Irrevocable undertakings
In addition to the irrevocable undertakings given by the Good Energy Directors
referred to above, Esyasoft has also received irrevocable undertakings from
Ecotricity Group Limited, André Fernon and Founder and former CEO of Good
Energy, Juliet Davenport, to vote (or procure votes) in favour of the Scheme
at the Court Meeting and the Good Energy Resolution(s) at the General Meeting
in respect of 5,439,802 Good Energy Shares, representing approximately 29.39
per cent. of the ordinary share capital of Good Energy in issue as at the
Latest Practicable Date.
Esyasoft has therefore received, in aggregate, irrevocable undertakings in
respect of 5,587,168 Good Energy Shares, representing approximately 30.19 per
cent. of Good Energy's ordinary share capital in issue as at the Latest
Practicable Date.
Further details of these irrevocable undertakings, including the circumstances
in which they may lapse, are set out in Appendix 3 to this Announcement.
7. Information relating to Esyasoft and the Esyasoft Group
Esyasoft is an Abu Dhabi incorporated private company wholly owned by the
Esyasoft Group.
The Esyasoft Group is a Dubai-headquartered global business specialising in
manufacturing state-of-the-art IoT devices and providing a suite of software
solutions designed to enhance energy distribution and management. The Esyasoft
Group has operations in UAE, the UK, Europe and India. The Esyasoft Group was
founded by Bipin Chandra in 2014 and has been a subsidiary of Sirius
International Holding Limited ("Sirius") since 2023. Sirius is one of the
principal operating subsidiaries of International Holding Company PJSC
("IHC").
Sirius is a global Abu Dhabi-based holding company that leverages disruptive
technologies to drive cross-sector digital transformation and engineer
sustainable solutions to combat climate change. Its business sectors include
government digitalisation, AI & blockchain solutions, smart utilities,
digital transformation, healthcare technology, and sustainability and climate
solutions. Sirius has a portfolio of more than 20 subsidiaries operating in
more than 12 countries.
IHC (ADX:IHC) is an Abu Dhabi-based publicly listed holding company comprising
more than 100 entities in a growing number of sectors, including healthcare,
real estate, agriculture, food and beverage, utilities, industries, IT and
communications, retail and leisure, and capital. IHC was founded in 1998 as
part of an initiative to diversify and grow non-oil business sectors in the
United Arab Emirates and is one of the fastest growing holding companies in
the region. By market capitalisation (£192 billion approximately) it is
currently the largest company on the Abu Dhabi Securities Exchange. IHC's
ultimate parent entity is Royal Group Holding LLC, an Abu Dhabi incorporated
private holding company which is controlled by a member of the Abu Dhabi royal
family.
8. Information relating to Good Energy
Good Energy is a supplier of 100% renewable power and an innovator in energy
services. It has long term power purchase agreements with a community of more
than 2,500 independent UK generators.
Since it was founded 25 years ago, the Company has been at the forefront of
the charge towards a cleaner, distributed energy system. Its mission is to
power a cleaner, greener world and make it simple to generate, share, store,
use and travel by clean power. Its ambition is to support one million homes
and businesses to cut carbon from their energy and transport use by 2025.
Good Energy is recognised as a leader in this market, through its B Corp
accreditation, Which? Eco Provider status and Gold Standard Uswitch Green
Tariff accreditation for its standard tariff.
9. Strategic plans with regard to the business, directors,
management, employees, pensions and locations of the Good Energy Group
9.1 Strategic plans for Good Energy
Esyasoft holds in very high regard the reputation of Good Energy's management
and employees. Esyasoft recognises the successful efforts of Good Energy's
management and employees in stewarding Good Energy's business through the
global energy crisis of 2021 - 2023. Esyasoft also recognises that since 2019
Good Energy has successfully transitioned its core business away from large
scale generation to focus on a multiple micro-generation model and on an
"Energy-as-a-Service" proposition.
Prior to this Announcement and consistent with market practice, Esyasoft has
been granted limited access to information regarding the Good Energy Group for
the purpose of confirmatory due diligence. However, due to the constraints of
the public offer process, Esyasoft has not received sufficiently detailed
information to formulate definitive plans regarding the impact of the
Acquisition on the Good Energy Group. Based on the limited work undertaken so
far, and subject to further review, Esyasoft intends to continue and to
support the current strategy of Good Energy, subject to the strategic
priorities set out below.
Upon completion of the Acquisition, Esyasoft will benefit from having greater
access to the business, employees, customers and suppliers of the Good Energy
Group and, working with Good Energy's management, intends to formulate more
detailed long-term strategic and operational plans for the Good Energy Group.
It is anticipated that this more detailed long-term strategic and operational
planning will be completed within six months of the Effective Date.
The parameters of the review have not yet been finalised, but it will cover
the overall business operations of the Good Energy Group, including, in
particular, a review of the energy purchasing and trading functions, customer
acquisition and service functions, marketing function, and product/service
offering development functions including the processes, operations and IT
systems of those functions.
Following completion of the Acquisition, Esyasoft intends that the Good Energy
Group would continue to operate in materially the same way without
significant disruption to its business or operations. In particular, Esyasoft
intends to continue to support Good Energy Group's executive and operational
management teams.
Esyasoft recognises that Good Energy's commitment to supply renewable energy
by supplying electricity fully backed by power purchase agreements with
renewable generators to match its customers' usage is a core principle of Good
Energy's ethical and sustainable business model, the foundation of its
derogation from the energy price cap, and a key differentiator in the UK
market. As such, Esyasoft intends that Good Energy continues that commitment.
Esyasoft also recognises the importance that Good Energy places on being a
certified B Corp and it intends to support the re-certification of the Good
Energy business as a B Corp as soon as practicable following completion of the
Acquisition.
Esyasoft intends that Good Energy's strategic priorities will be to:
· diversify and expand Good Energy's current offerings in the
renewable energy sector and align strategic reserve capability with controlled
and accelerated expansion, including any constraints currently felt from
seasonality;
· expand its business and capabilities in the area of solar
installation and maintenance, with an assessment of the UK-wide market
potential for both domestic and commercial installation;
· realise synergies and cross-selling opportunities with the
Esyasoft Group and within the broader group of the Esyasoft Group's parent
entity, both in the UK and internationally;
· continue to support Good Energy's investment in Zapmap and in the
longer term consider the best ways of driving the latter to profitability and
its potential for international expansion; and
· identify new geographies and/or acquisition opportunities to grow
Good Energy's business.
9.2 Management and employees
Esyasoft attaches great importance to the skills, knowledge, and expertise of
Good Energy's management and employees and, subject to this paragraph 9.2,
expects that the existing management and employees of Good Energy will
contribute and be key to its future long-term success.
Following completion of the Acquisition, certain functions related to Good
Energy's status as a publicly quoted company may no longer be required or will
be reduced in size to reflect Good Energy ceasing to be a publicly quoted
company. Esyasoft has not yet fully developed proposals as to how such
potential changes will be implemented but it intends, where possible, to
reassign individuals who may be affected by those changes to other
appropriate roles within Good Energy following completion of the Acquisition
and will work with Good Energy's management to achieve this.
It is expected that the non-executive directors of Good Energy will resign as
directors of Good Energy with effect from completion of the Acquisition.
As Good Energy's operations expand under Esyasoft's ownership, additional
business support functions for the Good Energy Group may be required and may
be established as part of the Esyasoft Group, but this is subject to the
strategic review discussed above.
Other than the changes to the Good Energy Board and to the publicly quoted
company related functions described above, and subject to the strategic review
discussed above, Esyasoft does not intend to make any material reduction to
the headcount, or any material change to the conditions of employment or to
the balance of skills or functions, of Good Energy's employees or management.
Additionally, based on work undertaken to-date, Esyasoft does not expect its
strategic review to result in any material reduction to the headcount, or any
material change to the conditions of employment or to the balance of skills or
functions, of Good Energy's employees or management.
Any headcount reductions would be carried out in accordance with applicable
law (including, in jurisdictions where relevant, informing and consulting
obligations). Notwithstanding this, Esyasoft believes that it is
well-positioned to materially accelerate Good Energy's growth and performance,
which would in turn create greater employment opportunities for existing and
future employees over the longer term.
9.3 Existing rights and pensions
Esyasoft confirms that, following the Scheme becoming Effective, the
existing contractual and statutory rights of all Good Energy management and
employees will be honoured and will be fully safeguarded in accordance with
applicable law.
Good Energy and certain of its subsidiaries make contributions to defined
contribution pension schemes on behalf of a number of qualifying employees and
Esyasoft intends that these arrangements would remain in place. Esyasoft does
not intend to make any material changes to the current employer pension
contribution arrangements.
9.4 Incentivisation arrangements
Following the Scheme becoming Effective, Esyasoft intends to review Good
Energy's management and employee incentive structures. Other than initial
intention statements, Esyasoft has not entered into and has not had
discussions on proposals to enter into any form of incentivisation
arrangements with members of Good Energy's management or employees but intends
to have discussions with respect to such arrangements following the Effective
Date.
9.5 Headquarters, locations, fixed assets and research and development
Following the Scheme becoming effective, Esyasoft intends for Good Energy to
continue to operate as an autonomous, standalone business, led by its own
management team. Esyasoft intends to make changes to certain head office
functions due to the reduction of publicly quoted company related functions.
Esyasoft intends that Good Energy will maintain its current headquarter
offices in Chippenham, Wiltshire. Esyasoft has no plans to make any material
changes in the locations of Good Energy's places of business. No changes are
envisaged with respect to the redeployment of Good Energy's fixed asset base.
Good Energy does not have a research and development function and Esyasoft has
no plans in this regard.
9.6 Trading facilities
Good Energy Shares are currently admitted to trading on AIM. It is intended
that on or shortly after the Effective Date a request will be made to the
London Stock Exchange to cancel trading in Good Energy Shares and to cancel
the admission of the Good Energy Shares to trading on AIM, following which
Good Energy would be re-registered as a private limited company.
None of the statements in this paragraph 9.1 to 9.6 are "post-offer
undertakings" for the purposes of Rule 19.5 of the Takeover Code.
10 Good Energy Share Plans
Participants in the Good Energy Share Plans will be contacted regarding the
effect of the Acquisition on their rights under the Good Energy Share Plans
and appropriate proposals, which reflect their rights under the Good Energy
Share Plans, will be made to such participants in due course. Details of the
impact of the Scheme on each of the Good Energy Share Plans and the proposals
will be set out in the Scheme Document and in separate letters to be sent to
participants in the Good Energy Share Plans.
11 Financing
The Cash Consideration payable by Esyasoft under the terms of the Acquisition
will be funded from its existing cash resources.
Dean Street, in its capacity as financial adviser to Esyasoft, is satisfied
that sufficient resources are available to Esyasoft to enable it to satisfy in
full the Cash Consideration payable under the terms of the Acquisition.
Further information on the financing of the Acquisition will be set out in the
Scheme Document.
12 Offer-related arrangements
Confidentiality Agreement
On 15 November 2024, Esyasoft Holding and Good Energy entered into a
confidentiality agreement (the "Confidentiality Agreement") in connection with
the Acquisition, pursuant to which, amongst other things, Esyasoft Holding has
undertaken to keep confidential information relating to Good Energy and/or to
the Acquisition and not to disclose it to third parties (with certain
exceptions) and to use such confidential information only in connection with
the Acquisition. These confidentiality obligations will remain in force until
the earlier of (i) 24 months from the date of the Confidentiality Agreement;
and (ii) the date of completion of the Acquisition, except where expressly
provided otherwise in the terms of the Confidentiality Agreement.
The Confidentiality Agreement also contains non-solicitation undertakings from
Esyasoft Holding in respect of certain employees or customers of Good Energy
or the Good Energy Group.
The Confidentiality Agreement also contains standstill provisions which
restricted Esyasoft Holding from acquiring or offering to acquire interests in
the securities of Good Energy, with those restrictions ceasing to apply upon
the release of this Announcement.
Co-operation Agreement
On 27 January 2025, Esyasoft, Esyasoft Holding and Good Energy entered into a
co-operation agreement (the "Co-operation Agreement") in relation to the
Acquisition. Pursuant to the Co-operation Agreement, amongst other things:
· the parties have agreed to (i) certain provisions that
shall apply with respect to the Good Energy Share Plans, its other incentive
arrangements and other employee-related matters (further details of which will
be provided in the Scheme Document); and (ii) certain provisions if the
Acquisition should switch to a Takeover Offer; and
· Esyasoft and Esyasoft Holding have each also agreed to
provide Good Energy with certain information for the purposes of the Scheme
Document and to otherwise assist with the preparation of the Scheme Document.
The Co-operation Agreement shall terminate in certain customary circumstances,
including but not limited to:
· if agreed in writing between Esyasoft, Esyasoft Holding
and Good Energy;
· upon written notice served by Esyasoft or Esyasoft
Holding to Good Energy if (i) prior to the Long Stop Date, a third party
announces a firm intention to make an offer or revised offer for Good Energy,
which is recommended by the Good Energy Directors; (ii) the Good Energy
Director's recommendation in respect of the Acquisition changes in a manner
that is adverse in the context of the Acquisition as set out in the
Co-operation Agreement; (iii) the Court Meeting, the General Meeting or the
Sanction Hearing is/are not held on or before the 22nd day after the expected
date of such meeting or hearing as 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)); and
· upon written notice by either Esyasoft, Esyasoft Holding
or Good Energy to the others if: (i) prior to the Long Stop Date, any
Condition has been invoked by Esyasoft (where the invocation of the relevant
Condition is definitively permitted by the Panel (after any appeal to or
decision of the Panel Executive and/or Hearings Committee)); (ii) prior to the
Long Stop Date, a third party announces a firm intention to make an offer or
revised offer for Good Energy, which completes, becomes effective or is
declared or becomes unconditional; (iii) if the Acquisition (whether
implemented by way of the Scheme or the Takeover Offer) is withdrawn,
terminates or lapses in accordance with its terms prior to the Long Stop Date
and, where required, with the consent of the Panel, other than where: (a) such
termination, lapse or withdrawal is as a result of a switch to a Takeover
Offer; or (b) it is otherwise to be followed within five Business Days (or
such other period as Good Energy, Esyasoft and Esyasoft Holding may agree) by
an announcement under Rule 2.7 of the Code made by Esyasoft or any person
acting in concert with Esyasoft to implement the Transaction by a different
offer or scheme on substantially the same or improved terms; (iv) if the
Scheme is not approved by the holders of Scheme Shares at the Court Meeting
and/or Good Energy Shareholders at the Good Energy General Meeting or the
Court refuses to sanction the Scheme; or (v) unless otherwise agreed by the
parties in writing or required by the Panel, the Effective Date has not
occurred by the Long Stop Date.
13 Structure of the Acquisition
Structure
It is intended that the Acquisition will be implemented by means of a
Court-sanctioned scheme of arrangement between Good Energy and the Scheme
Shareholders under Part 26 of the Companies Act. Esyasoft reserves the right
to elect to effect 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 Esyasoft to become the holder of
the entire issued and to be issued ordinary share capital of Good Energy. This
is to be achieved by the transfer of the Scheme Shares to Esyasoft, in
consideration for which Scheme Shareholders will receive the Cash
Consideration on the basis set out in paragraph 2 of this Announcement.
The Cash Consideration payable under the terms of the Acquisition will be
dispatched to Good Energy Shareholders within 14 days of the Effective Date.
Conditions to the Acquisition
The Acquisition is subject to the Conditions, certain further terms referred
to in Appendix 1 to this Announcement and the full terms and conditions to be
set out in the Scheme Document, and shall only become Effective if, among
other things, the following events occur on or before the Long Stop Date:
· a resolution to approve the Scheme is passed by a majority
in number of the Scheme Shareholders present and voting (and entitled to vote)
at the Court Meeting, either in person or by proxy, representing at least 75
per cent. in value of the Scheme Shares voted by those Scheme Shareholders;
· the Good Energy Resolution(s) required to implement the
Acquisition are duly passed by Good Energy Shareholders at the General Meeting
(which will require approval of Good Energy Shareholders representing at least
75 per cent. of the votes validly cast at such General Meeting, either in
person or by proxy);
· following the Court Meeting and the General Meeting, the
Scheme is sanctioned by the Court (without modification, or with modification
on terms agreed by Esyasoft and Good Energy); and
· following such sanction, a copy of the Court Order is
delivered to the Registrar of Companies.
The Conditions in paragraph 2 of Part A of Appendix 1 to this Announcement
provide that the Scheme will lapse if:
· the Court Meeting and the General Meeting are not held on
or before the 22(nd) day after the expected date of such meetings to be set
out in the Scheme Document in due course (or such later date, if any, (a) as
Esyasoft and Good Energy may agree or (b) (in a competitive situation) as may
be specified by Esyasoft with the consent of the Panel, and in each case that
(if so required) the Court may allow);
· the Court hearing to sanction the Scheme is not held on or
before the 22(nd) day after the expected date of such hearing to be set out in
the Scheme Document in due course (or such later date, if any, (a) as Esyasoft
and Good Energy may agree or (b) (in a competitive situation) as may be
specified by Esyasoft with the consent of the Panel, and in each case that (if
so required) the Court may allow); or
· the Scheme does not become Effective on or before the Long
Stop Date (or such later date, if any, (a) as Esyasoft and Good Energy may
agree or (b) (in a competitive situation) as may be specified by Esyasoft with
the consent of the Panel, and in each case that (if so required) the Court may
allow).
Effect of the Scheme and publication of the Scheme Document
Subject to the satisfaction (or, where applicable, waiver) of the Conditions
and the further terms set out in Appendix 1 to this Announcement, the Scheme
is expected to become Effective in H1 2025.
Upon the Scheme becoming Effective: (i) it will be binding on all Scheme
Shareholders, regardless 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 (ii) entitlements to Good Energy Shares held
within the CREST system will be cancelled; and (iii) share certificates in
respect of Good Energy Shares will cease to be valid. Good Energy Shareholders
shall be required to return share certificates to Good Energy or destroy them
following the Effective Date.
Any Good Energy Shares issued before the Scheme Record Time will be subject to
the terms of the Scheme and any Good Energy Shares issued following the Scheme
Record Time will be transferred to Esyasoft (or as it may direct) in exchange
for the same consideration as would be due under the Scheme (in each case,
subject to the Scheme becoming Effective in accordance with its terms). The
Good Energy Resolution(s) at the General Meeting will provide that the Good
Energy Articles be amended to incorporate provisions requiring any Good Energy
Shares issued after the Scheme Record Time (other than to Esyasoft and/or its
nominees) to be automatically transferred to Esyasoft (and, where applicable,
for the Cash Consideration to be paid to the original recipient of the Good
Energy Shares so issued) on the same terms as the Acquisition (other than
terms as to timings and formalities). The provisions of the Good Energy
Articles (as amended) will avoid any person (other than Esyasoft and its
nominees) holding shares in the capital of Good Energy after the Effective
Date.
Further details of the Scheme, including expected times and dates for each of
the Court Meeting, the General Meeting and the Sanction Hearing, together with
notices of the Court Meeting and General Meeting, will be set out in the
Scheme Document. The Scheme Document, together with the associated Forms of
Proxy, will be made available to Good Energy Shareholders as soon as
reasonably practicable, and in any event within 28 days of this Announcement
(or such later time as Esyasoft, Good Energy and the Panel agree and, if
required, the Court may approve). The General Meeting is expected to be held
immediately after the Court Meeting.
The Scheme will be governed by English law and is subject to the jurisdiction
of the Court. The Scheme will also be subject to the applicable requirements
of the Takeover Code, the Panel, the London Stock Exchange, the FCA and the
AIM Rules.
14. Cancellation of trading of shares and re-registration
It is intended that an application will be made to the London Stock Exchange
to cancel the admission to trading in Good Energy Shares on AIM, with such
cancellation expected to take effect shortly after the Effective Date. The
last day of dealings in, and registration of transfers of, Good Energy Shares
on AIM is expected to be the Business Day immediately prior to the Effective
Date, and no transfers will be registered after 6.00 pm (London time) on that
date.
On the Effective Date, share certificates in respect of Good Energy Shares
will cease to be valid and entitlements to Good Energy Shares held within the
CREST system will be cancelled. Good Energy Shareholders shall be required to
return share certificates to Good Energy or destroy them following the
Effective Date.
It is also proposed that, following the Effective Date and after the
cancellation of its shares from trading, Good Energy will be re-registered as
a private limited company under the relevant provisions of the Companies Act.
15. Disclosure of interests in Good Energy
As at the close of business on the Latest Practicable Date, save for the
irrevocable undertakings referred to in paragraph 6 of this Announcement,
neither Esyasoft, nor any of its directors, nor, so far as Esyasoft is aware,
any person acting in concert (within the meaning of the Takeover Code) with
any of them for the purposes of the Acquisition had:
(i) any interest in or right to subscribe for any relevant
securities of Good Energy;
(ii) any short positions in respect of relevant securities of Good
Energy (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;
(iii) borrowed or lent any relevant securities of Good Energy
(including, for these purposes, any financial collateral arrangements of the
kind referred to in Note 4 on Rule 4.6 of the Takeover Code), save for any
borrowed relevant securities of Good Energy which had been either on-lent or
sold; or
(iv) entered into any dealing arrangement of the kind referred to in
Note 11 on the definition of acting in concert in the Takeover Code.
16. General
Esyasoft 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 Good Energy as an alternative to the Scheme. In such
event, the Acquisition will be implemented on substantially the same terms, so
far as applicable, as those which would apply to the Scheme, subject to
appropriate amendments to reflect, among other things, the change in method
effecting the Acquisition (including, without limitation) inclusion of an
acceptance condition set at 75 per cent. of the Good Energy Shares (or such
lesser percentage as Esyasoft may decide after, to the extent necessary,
consultation with the Panel, being in any case more than 50 per cent. of the
Good Energy Shares), the inclusion of a long-stop date on which the Takeover
Offer will cease to proceed, will lapse or will be withdrawn in certain
circumstances, and those amendments required by, or deemed appropriate by,
Esyasoft under applicable law.
The Acquisition will be subject to the Conditions and further terms set out in
Appendix 1 to this Announcement and the full terms and conditions to be set
out in the Scheme Document in due course. The sources and bases of certain
financial information contained in this Announcement are set out in Appendix 2
to this Announcement. A summary of the irrevocable undertakings given in
relation to the Acquisition is contained in Appendix 3 to this Announcement.
Certain terms used in this Announcement are defined in Appendix 4 to this
Announcement.
Dean Street and Canaccord Genuity have each given and not withdrawn their
consent to the inclusion in this Announcement of the references to their names
in the form and context in which they appear.
This Announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities. Such offer will be contained in the Scheme
Document. Good Energy Shareholders are advised to read carefully the Scheme
Document and associated Forms of Proxy once they have been dispatched.
The availability of the Acquisition to Good Energy Shareholders who are not
resident in and citizens of the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdictions. Good Energy Shareholders who are in any doubt regarding
such matters should consult an appropriate independent professional adviser in
the relevant jurisdiction without delay.
17. Documents available on website
Copies of the following documents will be made available on Esyasoft's and
Good Energy's websites at www.esyasoft.com/takeover-documentation and
www.goodenergy.co.uk/investors/important-notice/ respectively by no later than
noon on the Business Day following this Announcement and until the end of the
Acquisition:
· this Announcement;
· the irrevocable undertakings referred to in paragraph 6
of this Announcement and summarised in Appendix 3 to this Announcement;
· the Confidentiality Agreement referred to in paragraph 12
of this Announcement;
· the Co-operation Agreement referred to in paragraph 12 of
this Announcement; and
· the written consent letter from each of Dean Street and
Canaccord Genuity as referred to in paragraph 16 of this Announcement.
The contents of the websites referred to in this Announcement and any websites
accessible from hyperlinks on these websites are not incorporated into and do
not form part of this Announcement.
Enquiries:
Esyasoft via Headland
Bipin Chandra
Dean Street (Financial Adviser to Esyasoft) +44 (0)20 3818 8520
Bob Morris
Graeme Atkinson
Henry Morgan
Headland (PR Adviser to Esyasoft) +44 (0)20 3805 4822
Lucy Legh
Stephanie Ellis
Antonia Pollock
Good Energy via SEC Newgate
Nigel Pocklington
Canaccord Genuity (Rule 3 Adviser, Nominated Adviser, Financial Adviser and +44 (0) 20 7523 8000
Joint Broker to Good Energy)
Henry Fitzgerald O'Connor
Harry Rees
SEC Newgate (PR Adviser to Good Energy) +44 (0) 20 3757 6882
Elisabeth Cowell
Ian Morris
Clyde & Co LLP is acting as legal adviser to Esyasoft. Norton Rose
Fulbright is acting as legal adviser to Good Energy.
Important notices about financial advisers
Dean Street Advisers Limited ("Dean Street"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively for Esyasoft
and no one else in connection with the matters described in this Announcement
and will not be responsible to anyone other than Esyasoft for providing the
protections afforded to clients of Dean Street nor for providing advice in
relation to the subject matter of this announcement. Neither Dean Street nor
any of its affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Dean Street in
connection with this announcement, any statement contained herein or
otherwise.
Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and
regulated by the FCA in the United Kingdom, is acting as financial adviser to
Good Energy and no one else in connection with the matters described in this
Announcement and will not be responsible to anyone other than Good Energy for
providing the protections afforded to clients of Canaccord Genuity nor for
providing advice in connection with the matters referred to herein. Neither
Canaccord Genuity nor any of its subsidiaries, branches or affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Canaccord Genuity in connection with this
Announcement, any statement contained herein, any offer or otherwise.
Inside Information
This Announcement contains inside information as stipulated under the Market
Abuse Regulations (EU) No. 596/2014 as it forms part of UK law by virtue of
the European Union (Withdrawal) Act 2018. Upon the publication of this
announcement via a Regulatory Information Service, this inside information
will be considered to be in the public domain.
The person responsible for making this Announcement on behalf of Good Energy
is Nigel Pocklington.
Further Information
This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, any offer to sell or an invitation to
purchase any securities; a solicitation of an offer to buy, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities pursuant to the
Acquisition otherwise; or the solicitation of any vote or approval in any
jurisdiction pursuant to the or otherwise nor shall there be any purchase,
sale, issuance or exchange of securities or such solicitation in any
jurisdiction in which such offer, solicitation, sale issuance or exchange is
unlawful. The Acquisition will be made solely by means of the Scheme Document
(or, if the Acquisition is implemented by way of a Takeover Offer, the offer
document) which, together with any related forms of proxy, will contain the
full terms and conditions of the Acquisition, including details of how to vote
in respect of the Scheme. Any decision in respect of, or other response to,
the Acquisition should be made only on the basis of the information contained
in the Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the offer document).
Good Energy will prepare the Scheme Document to be distributed to Good Energy
Shareholders. Good Energy and Esyasoft urge Good Energy Shareholders to read
the Scheme Document (or any other document by which the Acquisition is made)
in full when it becomes available because it will contain important
information relating to the Acquisition, including details of how to vote in
respect of the Scheme.
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
publication of this Announcement shall not give rise to any implication that
there has been no change in the facts set forth in this Announcement since
such date.
This Announcement does not constitute a prospectus or prospectus equivalent
document.
Overseas jurisdictions
The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom, and the availability of the Acquisition to Good
Energy Shareholders who are not resident in the United Kingdom, may be
restricted by the laws of those jurisdictions and therefore persons into whose
possession this Announcement comes should inform themselves about and observe
such restrictions. In particular, the ability of persons who are not resident
in the United Kingdom to vote their Good Energy Shares with respect to the
Scheme at the Court meeting, or to execute and deliver forms of proxy
appointing another to vote at the Court Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they are located.
Further details in relation to Overseas Shareholders will be contained in the
Scheme Document (or, if the Acquisition is implemented by way of a Takeover
Acquisition, the offer document). Any failure to comply with any such
restrictions may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law, the companies
and persons involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
Unless otherwise determined by Esyasoft or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction.
Accordingly, copies of this Announcement and all documents 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 a Restricted
Jurisdiction, and persons receiving this Announcement and all documents
relating to the Acquisition (including custodians, nominees and trustees) must
not mail or otherwise distribute or send them in, into or from such Restricted
Jurisdiction. If the Acquisition is implemented by way of 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 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 facilities or from within any Restricted Jurisdiction.
This Announcement has been prepared in connection with proposals in relation
to a scheme of arrangement pursuant to and for the purpose of complying with
English law and the Takeover Code and 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 the United
Kingdom. Nothing in this Announcement should be relied on for any other
purpose.
The Acquisition shall be subject to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange, the FCA and the AIM
Rules.
Additional information for US investors
The Acquisition relates to the shares of an English company and is being made
by means of a scheme of arrangement provided for under English company law. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer or proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure requirements and
practices applicable in the United Kingdom to schemes of arrangement which
differ from the disclosure requirements of the US tender offer and proxy
solicitation rules.
If, in the future, Esyasoft exercises its right to implement the Acquisition
by way of a Takeover Offer, which is to be made into the US, such Takeover
Offer will be made in compliance with the applicable US laws and regulations,
including Section 14(e) and Regulation 14E under the US Exchange Act. Such a
Takeover Offer would be made in the US by Esyasoft and no one else.
In accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) of the U.S. Exchange Act, Esyasoft, its affiliates, their advisers
and the nominees or brokers (acting as agents) may make certain purchases of,
or arrangements to purchase, shares in Good Energy outside the Acquisition,
such as in open market purchases or privately negotiated purchases, during the
period in which the Acquisition remains open for acceptance. If such purchases
or arrangements to purchase were to be made, they would comply with applicable
law, including UK laws and the US Exchange Act. Any information about such
purchases or arrangements to purchase shall be disclosed as required under UK
laws and will be available to all investors (including US investors) via the
Regulatory Information Service and shall be available on the London Stock
Exchange website at www.londonstockexchange.com.
(http://www.londonstockexchange.com/) To the extent that such information is
required to be publicly disclosed in the UK in accordance with applicable
regulatory requirements, this information will, as applicable, also be
publicly disclosed in the United States.
It may be difficult for US holders of Good Energy Shares to enforce their
rights and any claim arising out of the US federal securities laws in
connection with the Acquisition, since Esyasoft and Good Energy are located in
non-US jurisdictions, and some or all of their officers and directors may be
residents of non-US jurisdictions. US holders of Good Energy Shares may not be
able to sue a non-US company or its officers or directors in a non-US court
for violations of the US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to a US
court's judgement.
The financial information included in this Announcement, or that may be
included in the Scheme Document, has been prepared in accordance with
accounting standards applicable in the United Kingdom and thus may not be
comparable to financial information of US companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the US ("US GAAP"). US GAAP differs in certain
significant respects from accounting standards applicable in the United
Kingdom. None of the financial information in this announcement has been
audited in accordance with auditing standards generally accepted in the United
States or the auditing standards of the Public Company Accounting Oversight
Board (United States).
Neither the Acquisition nor this Announcement have been approved or
disapproved by the US Securities and Exchange Commission, any state securities
commission in the United States or any other US regulatory authority, nor have
such authorities approved or disapproved or passed judgement upon the fairness
or the merits of the Acquisition, or determined if the information contained
in this Announcement is adequate, accurate or complete. Any representation to
the contrary is a criminal offence in the United States.
The receipt of cash pursuant to the Acquisition by a US holder as
consideration for the transfer of its Good Energy Shares pursuant to the
Acquisition will likely 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 US holder of Good Energy Shares is urged to consult
their independent legal, tax and financial advisers regarding the tax
consequences of the Acquisition applicable to them, including under applicable
US state and local, as well as overseas and other, tax laws.
Forward-looking statements
This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by Esyasoft or Good Energy may contain statements about
Esyasoft and Good Energy that are or may be deemed to be forward looking
statements. All statements other than statements of historical facts included
in this Announcement may be forward looking statements. Without limitation,
any statements preceded or followed by or that include the words "targets",
"plans", "believes", "expects", "aims", "intends", "will", "may", "shall",
"should", "anticipates", "estimates", "projects", "is subject to", "budget",
"scheduled", "forecast" or words or terms of similar substance or the negative
thereof, are forward looking statements. Forward looking statements include
statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of Esyasoft's
or Good Energy's operations and potential synergies resulting from the
Acquisition; and (iii) the effects of government regulation on Esyasoft's or
Good Energy's business.
Such forward looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections of the
management of Esyasoft and Good Energy about future events, and are therefore
subject to risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors could cause
actual results to differ materially from those projected or implied in any
forward looking statements, including: changes in the global, political,
social, economic, business, competitive, market and regulatory forces, future
exchange and interest rates, changes in tax rates, future business
combinations or disposals. Other unknown or unpredictable factors could cause
actual results to differ materially from those in the forward looking
statements. Such forward looking statements should therefore be construed in
light of such factors. Neither Esyasoft nor Good Energy, nor any of their
respective associates or directors, officers or advisers, 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. Due to such uncertainties and risks, readers are
cautioned not to place undue reliance on such forward looking statements,
which speak only as of the date hereof. All subsequent oral or written forward
looking statements attributable to any member of the Esyasoft Group or the
Good Energy Group, or any of their respective associates, directors, officers,
employees or advisers, are expressly qualified in their entirety by the
cautionary statement above.
Esyasoft and Good Energy expressly disclaim any obligation to update any
forward looking or other statements contained herein, except as required by
applicable law or by the rules of any competent regulatory authority, whether
as a result of new information, future events or otherwise.
No profit forecasts, profit estimates or quantified financial benefit
statements
No statement in this Announcement is intended as, or is to be construed as, a
profit forecast, profit estimate or quantified financial benefit statement for
any period and no statement in this Announcement should be interpreted to mean
that earnings or earnings per share for Good Energy for the current or future
financial years would necessarily match or exceed the historical published
earnings or earnings per share for Good Energy.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per
cent. or more of any class of relevant securities of an offeree company or of
any securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the Offer Period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 pm (London time) on the 10th business day following the
commencement of the Offer Period and, if appropriate, by no later than 3.30 pm
(London time) on the 10th business day following the announcement in which any
securities exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position Disclosure must
instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company and (ii) any securities exchange offeror(s),
save to the extent that these details have previously been disclosed under
Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be
made by no later than 3.30 pm (London time) on the business day following the
date of the relevant dealing. If two or more persons act together pursuant to
an agreement or understanding, whether formal or informal, to acquire or
control an interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single person for the
purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the 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.
Publication on website
A copy of this Announcement and the documents required to be published
pursuant to Rule 26 of the Takeover Code will be available, free of charge,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, on Esyasoft's website at
www.esyasoft.com/takeover-documentation and Good Energy's website at
www.goodenergy.co.uk/investors/important-notice/ by no later than 12.00 noon
(London Time) on the Business Day following the publication of this
Announcement.
For the avoidance of doubt, the contents of these websites and any websites
accessible from hyperlinks on these websites are not incorporated into and do
not form part of this Announcement.
Information relating to Good Energy Shareholders
Please be aware that addresses, electronic addresses and certain other
information provided by Good Energy Shareholders, persons with information
rights and other relevant persons for the receipt of communications from Good
Energy may be provided to Esyasoft during the Offer Period as required under
Section 4 of Appendix 4 of the Takeover Code.
Right to receive documents in hard copy form
Good Energy Shareholders, participants in the Good Energy Share Plans and
persons with information rights may request a hard copy of this Announcement,
free of charge, by contacting Good Energy's registrars, Computershare Investor
Services plc, during business hours on +44(0)37 0707 1154, or by submitting a
request in writing to The Pavilions, Bridgewater Road, Bristol BS99 6ZY. If
calling from outside of the UK, please ensure the country code is used. For
persons who receive a copy of this Announcement in electronic form or via a
website notification, a hard copy of this Announcement will not be sent unless
so requested. Such persons may also request that all future documents,
announcements and information in relation to the Acquisition are sent to them
in hard copy form. Please note that Computershare Investor Services plc cannot
provide any financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes.
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.
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 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.
APPENDIX 1
CONDITIONS AND FURTHER TERMS OF THE SCHEME AND THE ACQUISITION
PART A: CONDITIONS TO THE SCHEME AND THE ACQUISITION
Long Stop Date
1. The Acquisition will be conditional upon the Scheme
becoming unconditional and becoming Effective, subject to the Takeover Code,
by not later than the Long Stop Date.
Scheme approval Conditions
2. The Scheme will be subject to the following Conditions:
(a) (i) its approval by a majority in number of the Scheme
Shareholders who are present and voting (and entitled to vote), either in
person or by proxy, at the Court Meeting and at any separate class meeting
which may be required (or any adjournment thereof), and who represent not less
than 75 per cent. in value of the Scheme Shares voted by those Scheme
Shareholders; and (ii) such Court Meeting and any such separate class meeting
(or any adjournment thereof) being held on or before the 22nd 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, (a) as Esyasoft and Good Energy may agree
or (b) (in a competitive situation) as may be specified by Esyasoft with the
consent of the Panel, and in each case that (if so required) the Court may
allow);
(b) (i) the Good Energy Resolution(s) being duly passed by the
requisite majority or majorities of Good Energy Shareholders at the General
Meeting (or any adjournment thereof); and (ii) such General Meeting being held
on or before the 22nd day after the expected date of such meeting to be set
out in the Scheme Document in due course (or such later date, if any, (a) as
Esyasoft and Good Energy may agree or (b) (in a competitive situation) as may
be specified by Esyasoft with the consent of the Panel, and in each case that
(if so required) the Court may allow);
(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 Good Energy and Esyasoft); and (ii) Court hearing to sanction the Scheme
being held on or before the 22nd day after the expected date of such hearing
to be set out in the Scheme Document in due course (or such later date, if
any, (a) as Esyasoft and Good Energy may agree or (b) (in a competitive
situation) as may be specified by Esyasoft with the consent of the Panel, and
in each case that (if so required) the Court may allow); and
(d) the delivery of a copy of the Court Order to the Registrar of
Companies.
General Conditions
3. In addition, subject as stated in Part B of this Appendix
1, and to the requirements of the Panel, Esyasoft and Good Energy have agreed
that 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:
Third party clearances
(a) no Third Party having given notice of a decision to take,
institute, implement or threaten any action, proceeding, suit, investigation,
enquiry or reference (and in each case, not having withdrawn the same), or
having required any action to be taken or otherwise having done anything, or
having enacted, 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 which would or might reasonably be expected to:
(i) require, prevent or materially delay the divestiture or
materially alter the terms envisaged for such divestiture by any member of the
Wider Esyasoft Group or by any member of the Wider Good Energy Group of all or
any material part of its businesses, assets or property (including, shares or
other securities (or equivalent)) or impose any material limitation on the
ability of all or any of them to conduct their businesses (or any part
thereof) or to own, control or manage any of their assets or properties (or
any part thereof) to an extent which is material and adverse in the context of
the Wider Esyasoft Group or the Wider Good Energy Group, in either case taken
as a whole;
(ii) require any member of the Wider Esyasoft Group or the Wider
Good Energy Group to acquire or offer to acquire any shares, other securities
(or the equivalent) or interest in any member of the Wider Good Energy Group
or the Wider Esyasoft Group or any asset owned by any third party (other than
in the implementation of the Acquisition, or, if applicable, pursuant to
sections 974 to 991 of the Companies Act), which is material and adverse in
the context of the Wider Esyasoft Group or the Wider Good Energy Group, in
either case taken as a whole;
(iii) impose any material limitation on, or result in a material delay
in, the ability of any member of the Wider Esyasoft Group directly or
indirectly to acquire, hold or to exercise effectively all or any rights of
ownership in respect of shares or other securities in, or to exercise voting
or management control over, any member of the Wider Good Energy Group;
(iv) otherwise materially adversely affect any or all of the business,
assets, profits, or prospects of the Wider Good Energy Group and the Wider
Esyasoft Group taken as a whole;
(v) result in any member of the Wider Good Energy Group or any
member of the Wider Esyasoft Group ceasing to be able to carry on business
under any name under which it presently carries on business, to an extent
which is material and adverse in the context of the Wider Esyasoft Group or
the Wider Good Energy Group, in either case taken as a whole;
(vi) make the Acquisition or its implementation void, unenforceable
and/or illegal under the laws of any relevant jurisdiction, or otherwise,
directly or indirectly prevent or prohibit, restrict, restrain, or materially
delay or materially interfere with the implementation of, or impose material
additional conditions or obligations with respect to, or otherwise materially
challenge, impede or interfere with, or require material amendment of the
Acquisition; or
(vii) impose any material limitation on or result in any material delay
in the ability of any member of the Wider Esyasoft Group or any member of the
Wider Good Energy Group to conduct, integrate or co-ordinate all or any part
of its business with all or any part of the business of any other member of
the Wider Esyasoft Group and/or the Wider Good Energy Group in a manner which
is materially adverse in the context of the Wider Esyasoft Group or Wider Good
Energy Group, in either case taken as a whole,
and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party 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 or otherwise intervene having expired, lapsed or
been terminated;
(b) all filings, applications and/or notifications which are
necessary in connection with the Acquisition having been made and all relevant
waiting periods and other time periods (including any extensions thereof)
under any applicable legislation or regulation of any jurisdiction having
expired, lapsed or been terminated (as appropriate) and all statutory or
regulatory obligations in any jurisdiction having been complied with in
connection with the Acquisition or the carrying on by any member of the Wider
Good Energy Group of a material part of its business;
(c) all necessary Authorisations for the proposed Acquisition to
acquire any shares or other securities in, or control of, Good Energy by any
member of the Wider Esyasoft Group having been obtained from all necessary
Third Parties, and all such Authorisations, together with all Authorisations
which are necessary or appropriate to carry on the business of any member of
the Wider Good Energy Group that is material in the context of the Wider Good
Energy Group, remaining in full force and effect and all filings necessary for
such purpose have 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 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
arrangement, agreement, lease, licence, franchise, permit or other instrument
to which any member of the Wider Good Energy Group is a party or by or to
which any such member or any of its assets is or may be bound, entitled or be
subject or any event or circumstance which, as a consequence of the
Acquisition or because of a change in the control or management of any member
of the Wider Good Energy Group or otherwise, would reasonably be expected to
result in, in each case to an extent which is material and adverse in the
context of the Wider Good Energy Group as a whole:
(i) any monies borrowed by, or any other indebtedness or
liabilities, actual or contingent, of, or any grant available to, any member
of the Wider Good Energy Group being or becoming repayable, or capable of
being declared repayable, immediately or prior to its or their 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) the rights, liabilities, obligations, interests or business
of any member of the Wider Good Energy Group under any such arrangement,
agreement, licence, permit, lease or instrument or the interests or business
of any member of the Wider Good Energy Group in or with any other person or
body or firm or company (or any agreement or arrangement relating to any such
interests or business) being or becoming capable of being terminated, or
adversely modified or affected or any onerous obligation or liability arising
or any action being taken thereunder;
(iii) any member of the Wider Good Energy Group ceasing to be able to
carry on business under any name under which it presently carries on business,
to an extent which is material and adverse in the context of the Wider Good
Energy Group taken as a whole;
(iv) any assets or interests of any member of the Wider Good Energy
Group being or failing 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 member of the Wider Good Energy Group otherwise than in the ordinary
course of business;
(v) the creation, save in the ordinary and usual course of business,
or enforcement of any mortgage, charge or other security interest over the
whole or any part of the business, property or assets of any member of the
Wider Good Energy Group or any such mortgage, charge or other security
interest (whenever created, arising or having arisen), becoming enforceable;
(vi) the business, assets, profits, value of, or the financial or
trading position or prospects of, any member of the Wider Good Energy Group
being prejudiced or adversely affected;
(vii) the creation or acceleration of any liability (actual or
contingent) by any member of the Wider Good Energy Group, other than trade
creditors or other liabilities incurred in the ordinary course of business; or
(viii) any requirement of any member of the Wider Good Energy Group to
acquire, subscribe, pay up or repay any shares or other securities (or the
equivalent),
and, no event having occurred which, under any provision of any arrangement,
agreement, licence, permit, franchise, lease or other instrument to which any
member of the Wider Good Energy Group is a party or by or to which any such
member or any of its assets are bound, entitled or subject, would or would
reasonably be expected to result in any of the events or circumstances as are
referred to in Conditions 3(d)(i) to 3(d)(viii), in each case to an extent or
in a manner which is material and adverse in the context of the Wider Good
Energy Group taken as a whole;
Certain events occurring since 31 December 2023
(e) except as Disclosed, no member of the Wider Good Energy
Group having since 31 December 2023:
(i) save as between Good Energy and its wholly-owned subsidiaries
or between such wholly-owned subsidiaries and save for the issue of Good
Energy Shares on the exercise of options and the vesting of awards under the
Good Energy Share Plans, issued or agreed to issue or authorised or proposed
or announced its intention to authorise or propose the issue, of additional
shares of any class, or securities or securities convertible into, or
exchangeable for, or rights, warrants or options to subscribe for or acquire,
any such shares, securities or convertible securities or transferred or sold
or agreed to transfer or sell or authorised or proposed the transfer or sale
of Good Energy Shares out of treasury;
(ii) recommended, declared, paid or made or proposed or agreed to
recommend, declare, pay or make any bonus issue, dividend or other
distribution (whether payable in cash or otherwise) other than dividends (or
other distributions whether payable in cash or otherwise) lawfully paid or
made by any wholly-owned subsidiary of Good Energy to Good Energy or any of
its wholly-owned subsidiaries;
(iii) other than pursuant to the Acquisition (and except for
transactions between Good Energy and its wholly-owned subsidiaries or between
the wholly-owned subsidiaries of Good Energy and transactions in the ordinary
course of business) implemented, effected, authorised or proposed or announced
its intention to implement, effect, authorise or propose any merger, demerger,
reconstruction, amalgamation, scheme, commitment or offer or disposal of
assets or shares or loan capital (or the equivalent thereof) in any
undertaking or undertakings, in each case to an extent which is material in
the context of the Wider Good Energy Group taken as a whole;
(iv) except for transactions between Good Energy and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of Good Energy and
except for transactions in the ordinary course of business disposed of, or
transferred, mortgaged or created any security interest over any material
asset or any right, title or interest in any asset or authorised, proposed or
announced any intention to do so to an extent which, in each case, is material
in the context of the Wider Good Energy Group taken as a whole;
(v) except for transactions between Good Energy and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of Good Energy issued,
authorised, made or proposed or announced an intention to issue, authorise or
make any change in or to the terms of any debentures or loan capital or become
subject to any contingent liability or incurred or increased any indebtedness
to an extent which, in each case, is material in the context of the Wider Good
Energy Group taken as a whole;
(vi) entered into any licence or other disposal of intellectual
property rights of any member of the Wider Good Energy Group, which are
material in the context of the Wider Good Energy Group taken as a whole and
outside of the ordinary course of business;
(vii) entered into or varied or authorised, proposed or announced its
intention to enter into or vary any contract, arrangement, agreement,
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, unusual or onerous nature or magnitude or which is or which
involves or could reasonably be expected to involve an obligation of a nature
or magnitude which in any such case, is material in the context of the Good
Energy Group, or which is or is reasonably expected to be materially
restrictive on the business of any member of the Wider Good Energy Group to an
extent which, in each case, is material in the context of the Wider Good
Energy Group taken as a whole;
(viii) entered into or varied or authorised, proposed or announced its
intention to enter into or vary the terms of, or made any offer (which remains
open for acceptance) to enter into or vary the terms of any contract, service
agreement, commitment or arrangement with any director or senior executive of
any member of the Wider Good Energy Group, except for salary increases,
bonuses or variations of terms in the ordinary course;
(ix) any liability of any member of the Wider Good Energy Group to
make any material severance, termination, bonus or other payment to any of its
directors or other officers other than in the ordinary course of business or
as permitted or countenanced by the Co-operation Agreement; or
(x) 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 employee of the Wider Good Energy Group,
which, taken as a whole, are material in the context of the Wider Good Energy
Group taken as a whole;
(xi) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, except in respect of the matters mentioned in sub-paragraph (i) above,
made any other change to any part of its share capital, to an extent which is
material in the context of the Wider Good Energy Group taken as a whole;
(xii) waived, compromised or settled any claim otherwise than in the
ordinary course of business which is material in the context of the Wider Good
Energy Group taken as a whole;
(xiii) terminated or varied the terms of any agreement or arrangement
between any member of the Wider Good Energy Group and any other person in a
manner which would, or would reasonably be expected to, have a material
adverse effect on the financial position of the Wider Good Energy Group taken
as a whole;
(xiv) made any alteration to its memorandum or articles of association or
other incorporation documents (in each case, other than in connection with the
Acquisition);
(xv) in relation to any pension scheme or other retirement, leaving
service or death benefit arrangement established for any directors, former
directors, employees or former employees of any entity in the Wider Good
Energy Group or their dependants and established by a member of the Wider Good
Energy Group (a "Relevant Pension Plan"), except in relation to changes made
or agreed as a result of, or arising from, changes to legislation, made or
agreed or consented to any change to:
(A) the terms of the trust deeds and rules constituting any Relevant
Pension Plan;
(B) the contributions payable to any Relevant Pension Plan 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; or
(D) the basis upon which the liabilities (including pensions) of any
Relevant Pension Plan are funded, valued, made, agreed or consented to,
where to do so has or is reasonably likely to have a material impact on the
Wider Good Energy Group;
(xvi) established or proposed the establishment of any Relevant Pension
Plan to the extent which is material in the context of the Wider Good Energy
Group taken as a whole, and other than as required in accordance with
applicable law;
(xvii) been unable, or admitted in writing that it is unable, to pay its
debts or commenced negotiations with one or more of its creditors with a view
to rescheduling or restructuring any of its indebtedness, 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 which is material in the context of the Wider Good Energy Group taken
as a whole;
(xviii) (other than in respect of a member of the Wider Good Energy Group
which is dormant and was solvent at the relevant time) taken or proposed any
steps, corporate action or had any legal proceedings instituted or threatened
against it in relation to the suspension of payments, a moratorium of any
indebtedness, its winding-up (voluntary or otherwise), dissolution,
reorganisation or for the appointment of a receiver, administrator, manager,
administrative receiver, trustee or similar officer of all or any material
part of its assets or revenues or any analogous or equivalent steps or
proceedings in any jurisdiction or appointed any analogous person in any
jurisdiction or had any such person appointed;
(xix) entered into or implemented any joint venture, asset or profit
sharing arrangement, partnership or merger of business or corporate entities
which is material in the context of the Wider Good Energy Group taken as a
whole;
(xv) taken (or agreed or proposed to take) any action which
requires, or would require, the consent of the Panel or the approval of Good
Energy Shareholders in general meeting in accordance with, or as contemplated
by, Rule 21.1 of the Takeover Code; or
(xvi) entered into any agreement, arrangement, commitment or contract
or passed any resolution or made any offer (which remains open for acceptance)
with respect to or announced an intention to, or to propose to, effect any of
the transactions, matters or events referred to in this Condition 3(g);
No adverse change, litigation, regulatory enquiry or similar
(f) except as Disclosed, since 31 December 2023 there having
been:
(i) no material adverse change and no circumstance having
arisen which would be or would reasonably be expected to result in any
material adverse change in, the business, assets, value, financial or trading
position or profits or prospects or operational performance of any member of
the Wider Good Energy Group which is material in the context of the Wider Good
Energy Group taken as a whole or is material in the context of the
Acquisition;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Wider Good Energy Group is
or may become a party (whether as claimant, defendant or otherwise) having
been threatened, announced, instituted or remaining outstanding by, against or
in respect of, any member of the Wider Good Energy Group, in each case which
is or would be expected to be material in the context of the Wider Good Energy
Group taken as a whole or is material in the context of the Acquisition;
(iii) no enquiry, review or investigation by, or complaint or
reference to, any Third Party against or in respect of any member of the Wider
Good Energy Group having been threatened, announced or instituted or remaining
outstanding by, against or in respect of any member of the Wider Good Energy
Group, in each case which would reasonably be expected to have a material
adverse effect on the Wider Good Energy Group taken as a whole or is material
in the context of the Acquisition;
(iv) no contingent or other liability having arisen or become
apparent to Esyasoft or increased other than in the ordinary course of
business which is reasonably likely to affect adversely the business, assets,
financial or trading position or profits or prospects of any member of the
Wider Good Energy Group to an extent which is material in the context of the
Wider Good Energy Group taken as a whole or is material in the context of the
Acquisition;
(v) 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
Good Energy Group which is necessary for the proper carrying on of its
business and the withdrawal, cancellation, termination or modification of
which would reasonably be expected to have a material adverse effect on the
Wider Good Energy Group taken as a whole or is material in the context of the
Acquisition; and
(vi) no member of the Wider Good Energy Group having conducted its
business in breach of any applicable laws and regulations in manner which is
material in the context of the Wider Good Energy Group taken as a whole;
No discovery of certain matters regarding information, liabilities and
environmental issues
(g) except as Disclosed, Esyasoft not having discovered that:
(i) any financial, business or other information concerning
the Wider Good Energy Group publicly announced before the date of the
Announcement or disclosed at any time to any member of the Wider Esyasoft
Group by or on behalf of any member of the Wider Good Energy Group before the
date of this Announcement is misleading, contains a misrepresentation of any
fact, or omits to state a fact necessary to make that information not
misleading, and which is, in any case, material and adverse in the context of
the Wider Good Energy Group taken as a whole or is material in the context of
the Acquisition;
(ii) any member of the Wider Good Energy Group or any
partnership, company or other entity in which any member of the Wider Good
Energy Group has a significant economic interest and which is not a subsidiary
undertaking of Good Energy is subject to any liability, contingent or
otherwise, which is material and adverse in the context of the Wider Good
Energy Group taken as a whole; or
(iii) any past or present member of the Wider Good Energy Group
has not complied with any applicable legislation, regulations or other
requirements of any jurisdiction or any Authorisations relating to the use,
treatment, storage, carriage, disposal, discharge, spillage, release, leak or
emission of any waste or hazardous substance or any substance likely to impair
the environment (including property) or harm human or animal health or
otherwise relating to environmental matters or the health and safety of
humans, which non-compliance would be likely to give rise to any material
liability including any penalty for non-compliance (whether actual or
contingent) on the part of any member of the Wider Good Energy Group, in each
case to an extent which is material and adverse in the context of the Wider
Good Energy Group taken as a whole;
Intellectual property
(h) except as Disclosed and since 31 December 2023, no
circumstance having arisen or event having occurred in relation to any
intellectual property owned or used by any member of the Wider Good Energy
Group which would have a material adverse effect on the Wider Good Energy
Group taken as a whole, including:
(i) any member of the Wider Good Energy Group losing its title
to any intellectual property used in its business, or any intellectual
property owned by any member of the Wider Good Energy Group and material to
its business being revoked, cancelled or declared invalid; or
(ii) any claim being asserted in writing or threatened in
writing by any person challenging the ownership of any member of the Wider
Good Energy Group to, or the validity or effectiveness of, any of its
intellectual property; or
(iii) any agreement regarding the use of any intellectual property
licensed to or by any member of the Wider Good Energy Group being terminated
or varied, and
Anti-corruption, sanctions and criminal property
(i) except as Disclosed, Esyasoft not having discovered:
(i) (i) any past or present member, director, officer or
employee of the Wider Good Energy Group, in connection with their position at
the Wider Good Energy Group, is or has at any time engaged in any activity,
practice or conduct (or omitted to take any action) which would constitute an
offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of
1977, as amended, or any other anti-corruption legislation applicable to the
Wider Good Energy Group or (ii) any past or present member of the Wider Good
Energy Group or any person that performs or has performed services for or on
behalf of the Wider Good Energy 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, as amended, or any other applicable
anti-corruption legislation;
(ii) any asset of any member of the Wider Good Energy Group
constitutes criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that definition);
(iii) any past or present member, director, officer or employee of
the Wider Good Energy Group or any other person for whom any such person may
be liable or responsible, has engaged in any business with, made any
investments in, made any funds or assets available to or received any funds or
assets from: (i) any government, entity or individual in respect of which US,
UK 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 applicable US, UK or European
Union laws or regulations, including the economic sanctions administered by
the United States Office of Foreign Assets Control or HM Revenue &
Customs; or (ii) any government, entity or individual targeted by any of the
economic sanctions of the United Nations, the United States, the United
Kingdom, the European Union or any of its member states or any other
governmental or supranational body or authority in any jurisdiction, except as
may have been licensed by the relevant authority; or
(iv) a member of the Wider Good Energy Group has engaged in any
transaction or conduct which would cause any member of the Wider Good Energy
Group or the Wider Esyasoft Group to be in breach of any applicable law or
regulation upon the completion of the Acquisition, including any economic
sanctions of the United States Office of Foreign Assets Control or HM Revenue
& Customs, or any government, entity or individual targeted by any of the
economic sanctions of the United Nations, the United States, the United
Kingdom or the European Union or any of its member states.
PART B: FURTHER TERMS OF THE ACQUISITION
1. The Conditions set out in paragraphs 2(a), 2(b) and 3(a) to
(i) (inclusive) of Part A above must each be fulfilled or (if capable of
waiver) be waived by Esyasoft prior to the commencement of the Sanction
Hearing, failing which the Scheme will lapse.
2. Notwithstanding the paragraph above, subject to the
requirements of the Panel and the Takeover Code, Esyasoft reserves the right
in its sole discretion to waive:
(a) the deadlines set out in paragraph 1 of Part A above, and
any of the deadlines set out in paragraphs 2(a)(ii), 2(b)(ii) and 2(c)(ii) of
Part A above for the timing of the Court Meeting, the General Meeting and/or
the Sanction Hearing. If any such deadline is not met, Esyasoft will make an
announcement by 8.00 a.m. on the Business Day following such deadline
confirming whether it has invoked or waived the relevant Condition or agreed
with Good Energy to extend the deadline in relation to the relevant Condition.
For the avoidance of doubt, the Conditions set out in paragraphs 2(a)(i),
2(b)(i), 2(c)(i), and 2(d) of Part A above cannot be waived; and
(b) in whole or in part, all or any of the above Conditions set
out in paragraphs 3(a) to (i) (inclusive) of Part A above.
3. Esyasoft shall be under no obligation to waive (if capable
of waiver), to determine to be or remain satisfied or to 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 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.
4. If Esyasoft is required by the Panel to make an offer for
Good Energy Shares under the provisions of Rule 9 of the Takeover Code,
Esyasoft may make such alterations to any of the above Conditions and terms of
the Acquisition as are necessary to comply with the provisions of Rule 9.
5. Under Rule 13.5(a) of the Takeover Code and subject to
paragraph 6, Esyasoft 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 and any Condition that is subject to Rule 13.5(a) of the Takeover
Code may be waived by Esyasoft. 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 Esyasoft 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.
6. Conditions 1, 2(a), 2(b), 2(c) and 2(d) of Part A above
and, if applicable, any acceptance condition if the Acquisition is implemented
by means of a Takeover Offer, are not subject to Rule 13.5(a) of the Takeover
Code.
7. The Good Energy Shares to be acquired under the Acquisition
will be acquired with full title guarantee, fully paid and free from all
liens, equities, charges, encumbrances, options, rights of pre-emption and any
other third party rights and interests of any nature and together with all
rights now or hereafter attaching or accruing to them, including, without
limitation, voting rights and the right to receive and retain in full all
dividends and other distributions and any return of capital (whether by
reduction of share capital or share premium account or otherwise) declared,
made, paid or becoming payable by reference to a record date falling on or
after the Effective Date and any dividend, distribution or return of capital
in respect of which a corresponding reduction in the consideration payable
under the terms of the Acquisition has been made as described in paragraph 8
below.
8. Subject to the terms of the Acquisition, if, on or after
the date of this Announcement and on or prior to the Effective Date, any
dividend and/or other distribution and/or return of capital is authorised,
declared, made or paid or becomes payable in respect of Good Energy Shares,
Esyasoft reserves the right to reduce the Cash Consideration payable under the
terms of the Acquisition by an amount equal to all or part of any such
dividend and/or other distribution and/or return of capital, in which case:
(i) any reference in this Announcement or in the Scheme Document to the Cash
Consideration for the Good Energy Shares will be deemed to be a reference to
the Cash Consideration as so reduced; and (ii) the relevant Good Energy
Shareholders will be entitled to receive and retain any such dividend and/or
other distribution and/or return of capital authorised, declared, made or
paid. To the extent that any such dividend, distribution or return of capital
is authorised, declared, made or paid or becomes payable: (i) pursuant to the
Acquisition on a basis which entitles Esyasoft to receive the dividend or
distribution or return of capital and to retain it; or (ii) is subsequently
cancelled, the Cash Consideration will not be subject to change in accordance
with this paragraph. Any exercise by Esyasoft of its rights referred to in
this paragraph shall be the subject of an announcement and, for the avoidance
of doubt, shall not be regarded as constituting any revision or variation of
the Acquisition.
9. Esyasoft 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. In
such event, the offer will be implemented on substantially the same terms
subject to appropriate amendments, including (without limitation) an
acceptance condition set at 75 per cent. (or such lesser percentage as
Esyasoft may decide after, to the extent necessary, consultation with the
Panel, being in any case more than 50 per cent. of the Good Energy Shares), so
far as applicable, as those which would apply to the Scheme. Further, if
sufficient acceptances of such Takeover Offer are received and/or sufficient
Good Energy Shares are otherwise acquired, it is the intention of Esyasoft to
apply the provisions of the Companies Act to acquire compulsorily any
outstanding Good Energy Shares to which such Takeover Offer relates.
10. The availability of the Acquisition to persons not resident in
the United Kingdom may be affected by the laws of the relevant jurisdictions.
Persons who are not resident in the United Kingdom should inform themselves
about and observe any applicable legal and regulatory requirements.
11. The Acquisition is not being made, directly or indirectly, in,
into or from, or by use of the mails of, or by any means of instrumentality
(including, but not limited to, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce of, or of
any facility of a national, state or other securities exchange of, any
Restricted Jurisdiction.
12. The Scheme will be governed by English law and is subject to
the jurisdiction of the Court and to the Conditions and further terms set out
in this Appendix 1 to this Announcement, and to the full terms and Conditions
to be set out in the Scheme Document. The Acquisition will be subject to the
applicable requirements of the Takeover Code, the Panel, the London Stock
Exchange (including the AIM Rules) and the FCA.
13. Each of the Conditions will be regarded as a separate
Condition and will not be limited by reference to any other Condition.
APPENDIX 2
SOURCES AND BASES OF INFORMATION
Unless otherwise stated in this Announcement:
1. all references to Good Energy Shares are to Good Energy
ordinary shares of 5 pence each;
2. the value of £99.4 million attributed to the fully diluted issued
share capital of Good Energy has been calculated based on 490 pence per Good
Energy Share and:
(a) 18,506,399 Good Energy Shares in issue; plus
(b) a maximum of 1,776,884 Good Energy Shares which may be issued on
the exercise of options and vesting of awards under the Good Energy Share
Plans;
in each case as at the Latest Practicable Date;
3. the enterprise value of Good Energy of £67.8 million implied by
the Cash Consideration has been calculated by using the value attributed to
the fully diluted issued share capital of Good Energy calculated in accordance
with paragraph 2 above, plus reported borrowings of £4.8 million as at 30
June 2024; plus reported lease liabilities of £1.3 million as at 30 June
2024; less reported cash and cash equivalents of £39.9 million as at 30 June
2024; plus the initial cash consideration of £5.5 million paid in relation to
the acquisition of Amelio Enterprises Limited announced on 4 October 2024;
plus the initial cash consideration paid of £6.3 million in relation to the
acquisition of Empower Energy Limited announced on 28 October 2024; plus the
cash paid in relation to the interim dividend of £0.2 million on 25 October
2024; and less reported equity investments in associate of £9.6 million as at
30 June 2024;
4. unless stated otherwise, all prices quoted for Good Energy
Shares are Closing Prices for the relevant date;
5. Closing Prices are the closing middle market prices of a Good
Energy Share on a particular trading day as derived from Bloomberg data for
the purpose of calculations of the volume-weighted average price and the
all-time high Closing Price;
6. the market capitalisation of IHC is calculated based on
2,193,539,885 shares in issue as at the Latest Practicable Date multiplied by
the closing middle market price on the Latest Practicable Date as derived from
FactSet;
7. certain figures included in this Announcement have been subject to
rounding adjustments; and
8. unless otherwise stated, the financial information relating to Good
Energy is extracted from the annual report and accounts and the interim
results of Good Energy for the relevant years, and the audited consolidated
financial statements contained therein have been prepared in compliance with
United Kingdom accounting standards, including IFRS and the Companies Act.
APPENDIX 3
DETAILS OF IRREVOCABLE UNDERTAKINGS
1. Good Energy Directors irrevocable undertakings
The following Good Energy Directors have given irrevocable undertakings in
respect of the following Good Energy Shares beneficially held by them (or
their immediate family) to vote (or procure the voting) in favour of the
Scheme at the Court Meeting and the Good Energy Resolution(s) at the General
Meeting (or, if the Acquisition is implemented by means of a Takeover Offer,
to accept or procure the acceptance of the Takeover Offer):
Name Number of Good Energy Shares Percentage of Good Energy existing issued ordinary share capital
Nigel David Pocklington 22,500 0.12%
Rupert Douglas Sanderson 35,382 0.19%
Fran Woodward 5,229 0.03%
William Elliot Whitehorn 60,000 0.32%
Emma Natalie Tinker 1,626 0.01%
Nemone Louisa Wynn-Evans 13,140 0.07%
Timothy Jones 9,489 0.05%
Total 147,366 0.80%
These irrevocable undertakings also extend to any Good Energy Shares acquired
by the Good Energy Directors as a result of the vesting of awards or the
exercise of options under the Good Energy Share Plans.
The obligations of the Good Energy Directors under these irrevocable
undertakings remain binding in the event a higher competing offer is made for
Good Energy and will cease to be binding on the earlier of the following
occurrences:
· the Scheme Document is not released by the date which is
28 days after the date of this Announcement (or such later date as may be
approved by the Panel);
· if Esyasoft announces its election to implement the
Acquisition by way of a Takeover Offer and the Offer Document is not released
by the date which is 28 days after the date of the announcement of the
election to implement the Acquisition by way of a Takeover Offer (or such
later date as may be approved by the Panel);
· if Esyasoft announces, with the consent of the Panel,
that it does not intend to proceed with the Acquisition and no new, revised or
replacement acquisition is announced in accordance with Rule 2.7 of the Code
at the same time; or
· if the Takeover Offer or Scheme lapses or is withdrawn
and no new, revised or replacement acquisition is announced in accordance with
Rule 2.7 of the Code at the same time.
2. Good Energy Shareholders irrevocable undertakings
In addition to the Good Energy Directors, Ecotricity Group Limited, André
Fernon and Founder and former CEO of Good Energy, Juliet Davenport, have each
given to Esyasoft an irrevocable undertaking to vote in favour (or procure the
voting in favour, as applicable) of the Scheme at the Court Meeting and the
Good Energy Resolution(s) 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 the acceptance of such Takeover Offer) in respect of their
beneficial holdings of Good Energy Shares:
Name Number of Good Energy Shares Percentage of Good Energy existing issued ordinary share capital
Ecotricity Group Limited 4,843,996 26.17%
André Fernon 574,500 3.10%
Juliet Davenport 21,306 0.12%
Total 5,439,802 29.39%
The irrevocable undertakings given by Ecotricity Group Limited, André Fernon
and Juliet Davenport will cease to be binding, inter alia:
· the Scheme Document is not released by the date which is
28 days after the date of this Announcement (or such later date as may be
approved by the Panel);
· if Esyasoft elects to implement the Acquisition by way of
a Takeover Offer and the Offer Document is not released by the date which is
28 days after the date the announcement of the election to implement the
Acquisition by way of a Takeover Offer is released (or such later date as may
be approved by the Panel);
· if Esyasoft announces, with the consent of the Panel,
that it does not intend to proceed with the Transaction and no new, revised or
replacement acquisition (to which this undertaking applies) is announced in
accordance with Rule 2.7 of the Code at the same time;
· if the Acquisition or Scheme lapses or is withdrawn and
no new, revised or replacement acquisition (to which this undertaking applies)
is announced in accordance with Rule 2.7 of the Code at the same time;
· any third party announces, in accordance with the Code, a
firm intention to make an offer (whether made by way of an offer or a scheme
of arrangement) for the entire issued share capital of Good Energy (a
Competing Offer) at an offer price that is above 539 pence per Good Energy
Share;
· any Competing Offer is declared wholly unconditional or,
if proceeding by way of a scheme of arrangement, becomes effective; or
· if the Scheme becomes effective or, in the case of the
irrevocable undertaking given by Ecotricity Group Limited, the shares subject
to the irrevocable are transferred to Esyasoft (or any of its nominees)
pursuant to, if the Acquisition is implemented by way of a Takeover Offer, the
offer and in the case of the irrevocable undertakings given by André Fernon
and Juliet Davenport, if the Acquisition is implemented by way of a Takeover
Offer, the offer is declared unconditional.
APPENDIX 4
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context requires otherwise:
"Acquisition"
the recommended cash offer by Esyasoft for the entire issued and to be issued
ordinary share capital of Good Energy on the terms and subject to the
conditions set out in this Announcement, to be implemented by means of the
Scheme (or by way of a Takeover Offer, where Esyasoft so elects under certain
circumstances described in this Announcement) and, where the context requires,
any subsequent revision, variation, extension or renewal thereof;
"AIM" or "AIM
Market" the
AIM Market of the London Stock Exchange;
"AIM
Rules"
the AIM Rules for Companies published by the London Stock Exchange, as amended
from time to time;
"Announcement"
this announcement;
"Authorisations"
regulatory authorisations, orders, determinations, recognitions, grants,
consents, clearances, confirmations, certificates, licences, permissions,
exemptions or approvals;
"Business
Day"
a day (other than Saturdays, Sundays and public holidays in the UK) on which
banks are open for business in the City of London;
"Canaccord
Genuity"
Canaccord Genuity Limited;
"Cash
Consideration"
490 pence in cash per Good Energy Share;
"Closing
Price"
the closing middle market price of a Good Energy Share on a particular trading
day as derived from Bloomberg;
"Companies
Act"
the Companies Act 2006 (as amended from time to time);
"Conditions"
the conditions to the implementation of the Acquisition, as set out in Part A
of Appendix 1 to this Announcement and to be set out in the Scheme Document;
"Confidentiality
Agreement" the
confidentiality agreement between Esyasoft and Good Energy dated 15 November
2024;
"Co-operation
Agreement" the
agreement dated the date of this Announcement between Esyasoft and Good Energy
relating to, among other things, the implementation of the Acquisition;
"Court"
the High Court of Justice in England and Wales;
"Court
Meeting"
the meeting of Scheme Shareholders to be convened pursuant to an order of the
Court under Part 26 of the Companies Act for the purpose of considering and,
if thought fit, approving the Scheme, including any adjournment thereof;
"Court
Order"
the order of the Court sanctioning the Scheme under Part 26 of the Companies
Act;
"CREST"
the system for the paperless settlement of trades in securities and the
holding of uncertificated securities operated by Euroclear;
"Dean
Street"
Dean Street Advisers Limited;
"Disclosed"
the information disclosed by, or on behalf of Good Energy; (i) in the Good
Energy FY2023 ARA; (ii) in this Announcement; (iii) in any other announcement
to a Regulatory Information Service by, or on behalf of Good Energy in the two
years before the publication of this Announcement; (iv) in the virtual data
room operated on behalf of Good Energy for the purposes of the Acquisition
(which Esyasoft and/or its advisers were able to access prior to the date of
this Announcement); (v) in filings made with the Registrar of Companies and
appearing in Good Energy's files at Companies House within the last two years;
or (vi) as otherwise fairly disclosed to Esyasoft (or its officers, employees,
agents or advisers in each case in their capacity as such) in writing before
the date of this Announcement;
"EaaS"
Energy-as-a-Service;
"Effective
Date"
the date on which either: (i) the Scheme becomes effective in accordance with
its terms; or (ii) (if Esyasoft elects to implement the Acquisition by way of
a Takeover Offer, subject to Panel consent and the terms of the Co-operation
Agreement), the date on which such Takeover Offer becomes or is declared
unconditional in accordance with the requirements of the Takeover Code, and
"Effective" shall be construed accordingly;
"Esyasoft"
Esyasoft Investment Holding RSC Limited, a limited company incorporated under
the laws of Abu Dhabi, and a wholly-owned subsidiary of Esyasoft Holding;
"Esyasoft
Holding"
Esyasoft Holding Limited;
"Esyasoft
Group"
Esyasoft Holding Limited and its subsidiary undertakings and where the context
permits, each of them;
"EU Member
State"
a member state of the European Union;
"Euroclear"
Euroclear UK & International Limited;
"EV"
electric vehicle;
"Excluded
Shares"
(i) any Good Energy Shares of which Esyasoft or any member of the Esyasoft
Group is the holder or in which Esyasoft or any member of the Esyasoft Group
is beneficially interested; or (ii) any Good Energy Shares which are for the
time being held by Good Energy as treasury shares (within the meaning of the
Companies Act);
"FCA" or "Financial Conduct Authority" the Financial Conduct
Authority of the United Kingdom or any successor regulatory body;
"Forms of
Proxy"
the forms of proxy in connection with each of the Court Meeting and General
Meeting which will accompany the Scheme Document;
"FSMA"
the Financial Services and Markets Act 2000 (as amended from time to time);
"FY2023"
the financial year ended 31 December 2023;
"General
Meeting"
the general meeting of Good Energy Shareholders (including any adjournment
thereof) to consider and, if thought fit, pass the Good Energy Resolution(s);
"Good
Energy"
Good Energy Group plc, a public limited company incorporated in England and
Wales with registered number 04000623;
"Good Energy
Articles"
the articles of association of Good Energy in force from time to time;
"Good Energy
Directors" the
directors of Good Energy;
"Good Energy FY2023 ARA" the
annual report and accounts of Good Energy for FY2023;
"Good Energy
Group"
Good Energy and its subsidiary undertakings and where the context permits,
each of them;
"Good Energy Performance Share Plan" means the Good Energy
Performance Share Plan dated 22 April 2016, as amended;
"Good Energy
Resolution(s)" such
shareholder resolution(s) of Good Energy as are necessary to approve,
implement and effect the Scheme and the Acquisition including, amongst other
things, to make to the Good Energy Articles by the adoption and inclusion of a
new article under which any Good Energy Shares issued or transferred after the
Scheme Record Time (other than to Esyasoft and/or its nominees) shall be
automatically transferred to Esyasoft (and, where applicable, for
consideration to be paid to the transferee or to the original recipient of the
Good Energy Shares so transferred or issued) on the same terms as the
Acquisition (other than terms as to timings and formalities);
"Good Energy 2015 Share Option means the
share option agreement between
Agreement"
Good Energy and the relevant optionholder dated 7 July 2015;
"Good Energy Share
Plans" means the Good
Energy Performance Share Plan and the Good Energy 2015 Share Option Agreement;
"Good Energy Shareholders"
the holders of Good Energy Shares;
"Good Energy
Shares"
the existing unconditionally allotted or issued and fully paid ordinary shares
of 5 pence each in the capital of Good Energy and any further such ordinary
shares which are unconditionally allotted or issued;
"IHC"
International Holding Company PJSC;
"Latest Practicable
Date" 24
January 2025, being the last Business Day prior to the date of this
Announcement;
"London Stock
Exchange" London
Stock Exchange plc;
"Long Stop
Date"
11.59 pm on 31 July 2025 or such later time or date, if any, (a) as Good
Energy and Esyasoft may agree, or (b) (in a competitive situation) as may be
specified by Esyasoft with the consent of the Panel, and in each case that (if
so required) the Court may allow;
"Offer
Period"
the offer period (as defined by the Takeover Code) relating to Good Energy,
which commenced on 28 October 2024;
"Opening Position Disclosure"
has the same meaning as in Rule 8 of the Takeover Code;
"Overseas
Shareholders"
Good Energy Shareholders (or nominees of, or custodians or trustees for Good
Energy Shareholders) not resident in, or nationals or citizens of the United
Kingdom;
"Panel"
the Panel on Takeovers and Mergers;
"Registrar of
Companies" the
Registrar of Companies in England and Wales;
"Regulatory Information Service" any
information service authorised from time to time by the FCA for the purpose of
disseminating regulatory announcements;
"Relevant Pension
Plan" any
pension scheme or other retirement, leaving service or death benefit
arrangement established for any directors, former directors, employees or
former employees of any entity in the Wider Good Energy Group or their
dependants and established by a member of the Wider Good Energy Group;
"Restricted
Jurisdiction"
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 Good Energy Shareholders in that
jurisdiction;
"Sanction
Hearing"
the hearing of the Court of the application to sanction the Scheme under Part
26 of the Companies Act;
"Scheme"
the proposed scheme of arrangement under Part 26 of the Companies Act between
Good Energy and Scheme Shareholders in connection with the Acquisition, with
or subject to any modification, addition or condition approved or imposed by
the Court and agreed by Good Energy and Esyasoft;
"Scheme
Document"
the document to be sent to Good Energy Shareholders containing, amongst other
things, the Scheme and the notices convening the Court Meeting and General
Meeting;
"Scheme Record
Time"
the time and date to be specified in the Scheme Document, expected to be 6.00
pm on the Business Day immediately after the Court hearing to sanction the
Scheme, or such other time as Good Energy and Esyasoft agree;
"Scheme
Shareholder"
a holder of Scheme Shares;
"Scheme
Shares"
all Good Energy Shares:
(i) in issue at the date of the Scheme Document and which remain in
issue at the Scheme Record Time;
(ii) (if any) issued after the date of the Scheme Document and before the
Scheme Voting Record Time, which remain in issue at the Scheme Record Time;
and
(iii) (if any) issued at or after the Scheme Voting Record Time but on or
before the Scheme Record Time either on terms that the original or any
subsequent holders thereof shall be bound by the Scheme or in respect of which
the original or any subsequent holders thereof are, or shall have agreed in
writing to be, so bound, and in each case which remain in issue at the Scheme
Record Time,
in each case other than any Excluded Shares;
"Scheme Voting Record Time" the
date and time to be specified in the Scheme Document by reference to which
entitlement to vote at the Court Meeting will be determined, expected to be
6.00 p.m. on the day which is two Business Days before the Court Meeting or,
if the Court Meeting is adjourned to 6.00 p.m. on the day which is two
Business Days before the date of such adjourned Court Meeting;
"Sirius"
Sirius International Holding Limited one of the principal operating
subsidiaries of IHC;
"Takeover
Code"
the City Code on Takeovers and Mergers (as amended from time to time);
"Takeover
Offer"
subject to the consent of the Panel and the terms of the Co-operation
Agreement, should the Acquisition be 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 Esyasoft to acquire the entire issued and to be issued share
capital of Good Energy, other than Good Energy Shares owned or controlled by
the Esyasoft Group and, where the context admits, any subsequent revision,
variation, extension or renewal of such offer;
"Third
Party"
each of a central bank, state, government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental, administrative,
professional, fiscal or investigative body, court, trade agency, association,
institution, body, employee representative body, any entity owned or
controlled by any government or state, or any other body or person whatsoever
in any jurisdiction;
"uncertificated"
a share or other security title to which is recorded in the relevant register
of the share or security as being held in uncertificated form, in CREST, and
title to which, by virtue of the Uncertificated Securities Regulations 2001
(as amended) may be transferred by means of CREST;
"United Kingdom" or
"UK" the United
Kingdom of Great Britain and Northern Ireland;
"United States" or
"US"
the United States of America, its territories and possessions, any state of
the United States of America, the District of Columbia and all other areas
subject to its jurisdiction and any political sub-division thereof;
"US Exchange
Act"
the United States Securities Exchange Act of 1934, and the rules and
regulations promulgated thereunder;
"Wider Good Energy Group" Good
Energy and associated undertakings and any other body corporate, partnership,
joint venture or person in which Good Energy and all such undertakings
(aggregating their interests) have a direct or indirect interest of more than
20 per cent. of the voting or equity capital or the equivalent; and
"Wider Esyasoft Group" Esyasoft Group and
associated undertakings and any other body corporate, partnership, joint
venture or person in which Esyasoft and all such undertakings (aggregating
their interests) have a direct or indirect interest of more than 20 per cent.
of the voting or equity capital or the equivalent.
For the purposes of this Announcement, "subsidiary", "subsidiary undertaking",
"undertaking" and "associated undertaking" have the respective meanings given
thereto by the Companies Act and "interests in securities" has the meaning
given in the Takeover Code.
All references to "pounds", "pounds sterling", "Sterling", "£", "pence",
"penny" and "p" are to the lawful currency of the United Kingdom.
All the times referred to in this Announcement are London times unless
otherwise stated. References to the singular include the plural and vice
versa.
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