Possible Offer
28/10/2024 07:00
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RNS Number : 7715J Good Energy Group PLC 28 October 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO
CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER
WILL BE MADE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
Good Energy Group PLC
("Good Energy" or the "Company")
Possible Offer
The Board of Good Energy announces that, on 25 October 2024, it received an
unsolicited indicative, non-binding proposal from Esyasoft Holding Limited
("Esyasoft") relating to a possible offer for the entire issued and to be
issued share capital of the Company (the "Possible Offer").
The Board of Good Energy is evaluating the Possible Offer, together with its
financial and legal advisers, and a further announcement will be made as and
when appropriate. There can be no certainty that an offer will be made, nor as
to the terms of any such offer.
In accordance with Rule 2.6(a) of the Code, Esyasoft must, by not later than
5.00 p.m. on 25 November 2024, either announce a firm intention to make an
offer for the Company in accordance with Rule 2.7 of the Code or announce that
it does not intend to make an offer, in which case the announcement will be
treated as a statement to which Rule 2.8 of the Code applies. This deadline
will only be extended with the consent of the Takeover Panel in accordance
with Rule 2.6(c) of the Code.
Enquiries
Good Energy Group PLC
Nigel Pocklington, Chief Executive Email: press@goodenergy.co.uk
Ian McKee, Head of Communications
SEC Newgate UK
Elisabeth Cowell / Molly Gretton Tel: +44 (0)7900 248213
Email: GoodEnergy@secnewgate.co.uk
Canaccord Genuity Limited (Rule 3 Adviser, Financial Adviser, Nominated
Adviser and Joint Broker)
Henry Fitzgerald-O'Connor / Harry Rees Tel: +44 (0) 20 7523 4617
Panmure Liberum Limited (Joint Broker)
Edward Mansfield / William King / Josh Moss Tel: +44 (0) 20 3100 2000
Important notices
The person responsible for the release of this announcement on behalf of the
Company is Nigel Pocklington.
This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant to this
announcement or otherwise.
The distribution of this announcement in jurisdictions outside the United
Kingdom may be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdiction.
Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Good Energy and for no-one else in connection with the matters
referred to in this Announcement and will not be responsible to any person
other than Good Energy for providing the protections afforded to clients of
Canaccord Genuity, nor for providing advice in relation to the matters
referred to herein. Neither Canaccord Genuity nor any of its affiliates (nor
any of its or their respective directors, officers, employees, representatives
or agents) owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Canaccord Genuity in
connection with the matters referred to in this Announcement, or otherwise.
Norton Rose Fulbright LLP is acting as legal adviser to Good Energy.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% 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% 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, save to the extent
that these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in
respect of whose relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on the Takeover
Panel's website at www.thetakeoverpanel.org.uk
(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
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
will be available (subject to certain restrictions relating to persons
resident in restricted jurisdictions) at group.Goodenergy.co.uk by no later
than 12 noon (London time) on the business day following the date of this
announcement. The content of the website referred to in this announcement is
not incorporated into and does not form part of this announcement.
Rule 2.9 information
In accordance with Rule 2.9 of the Takeover Code, Good Energy confirms
that as at the close of business on 25 October 2024 its issued share capital
consisted of 18,252,162 ordinary shares of 5 pence each. The International
Securities Identification Number for Good Energy ordinary shares
is GB0033600353.
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