REG - Ecotricity Group Ltd Good Energy Group - Lapse of Increased Offer for Good Energy Group PLC

Good EnergyAnnouncement

08/10/2021 16:50

RNS Number : 5605O
  
Ecotricity Group Limited
  
08 October 2021
  
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
8 October 2021 
Ecotricity Group Limited
("Ecotricity")
 
Lapse of Increased Offer
for Good Energy Group PLC ("Good Energy")  
 
1.           Introduction
On 16 September 2021, Ecotricity announced the terms of its increased cash offer (the "Increased Offer") of 400 pence per share for the entire issued and to be issued ordinary share capital of Good Energy not already owned by Ecotricity. 
The offer document in respect of the Increased Offer was published on 17 September 2021 (the "Increased Offer Document"). The Original Offer Document (as defined in the Increased Offer Document) was published on 11 August 2021 (the "Original Offer Document").
As at the date of this announcement, Ecotricity holds 4,169,948 Good Energy Shares, representing approximately 25.1 per cent. of Good Energy's issued ordinary share capital.
2.           Acceptance Levels
In accordance with Rule 31.7 of the Code, Ecotricity announces that, as at 1.00 pm (London time) on 8 October 2021 (being the Unconditional Date), Ecotricity had received valid acceptances of the Increased Offer in respect of 1,906,427 Good Energy Shares, representing approximately 11.5 per cent. of the issued ordinary share capital of Good Energy, which Ecotricity may count towards the satisfaction of the Acceptance Condition. So far as Ecotricity is aware, none of these acceptances have been received from persons acting in concert with Ecotricity.
Accordingly, Ecotricity either holds, or has received valid acceptances of the Increased Offer in respect of, a total of 6,076,375 Good Energy Shares, representing approximately 36.5 per cent. of the issued ordinary share capital of Good Energy, which Ecotricity may count towards the satisfaction of the Acceptance Condition.
Good Energy Shareholders are reminded that the Increased Offer was conditional, among other things, upon valid acceptances of the Increased Offer being received which, together with Good Energy Shares already held by Ecotricity, would result in Ecotricity holding Good Energy Shares carrying, in aggregate, more than 50 per cent. of the voting rights of Good Energy.
As such, the Acceptance Condition has not been satisfied and the Increased Offer has now lapsed.
The percentages of Good Energy Shares referred to in this announcement are based on a figure of 16,643,067 Good Energy Shares in issue based on information publicly available to Ecotricity as at the date of this announcement.
3.           Further Information
As the Increased Offer has now lapsed, it is no longer open to acceptances and any accepting Good Energy Shareholders cease to be bound by their acceptances.
In the case of Good Energy Shares held in certificated form, the relevant Form of Acceptance (as defined in the Increased Offer Document), share certificate(s) and/or other document(s) of title will be returned by post (or such other method as may be approved by the Panel) within seven days of the Increased Offer lapsing, to the person or agent whose name and address (outside any Restricted Jurisdiction) is set out in the Form of Acceptance or, if none is set out, to the first-named or sole holder at his/her registered address (provided that no such documents will be sent to an address in a Restricted Jurisdiction).
In the case of Good Energy Shares held in uncertificated form, Link Group, the Escrow Agent, will, immediately (or within such longer period, not exceeding seven calendar days after the lapsing of the Increased Offer, as the Panel may approve), give instructions to Euroclear to transfer all relevant Good Energy Shares held in escrow balances in CREST and in relation to which it is the escrow agent for the purposes of the Increased Offer to the original available balances of the Good Energy Shareholders concerned.
Ecotricity will now be subject to Rule 35.1 of the Code save that Ecotricity reserves the right to make a further offer for the entire issued and to be issued share capital of Good Energy not already owned by Ecotricity, with the consent of the Panel, in the event that: (i) such further offer is recommended by the Good Energy Board; or (ii) a third party announces a firm intention to make an offer for Good Energy; or (iii) in the other circumstances set out in Note 1 on Rules 35.1 and 35.2 of the Code.
Capitalised terms used but not defined in this announcement shall have the meanings given to them in the Original Offer Document.
Enquiries:



Ecotricity Group Limited


Tel:  +44 (0) 7799 334994




Will Guyatt, Head of Communications


will.guyatt@ecotricity.co.uk














Zeus Capital Limited (Financial Adviser to Ecotricity Group Limited)


Tel:  +44 (0) 203 829 5000




Tremayne Ducker
Daniel Harris
James Edis  


















Square1 Consulting (Financial PR to Ecotricity Group Limited)


Tel:   +44 (0) 207 929 5599




David Bick


david.bick@square1consulting.co.uk



 
 
 
IMPORTANT NOTICES
This announcement is for informational purposes only.  It is not intended to, and does not, constitute or form part of, any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Increased Offer or otherwise.   
The availability of the Increased Offer to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions.  Such persons should inform themselves about and observe any applicable requirements.  Further details in relation to Overseas Shareholders are contained in the Offer Document and the Increased Offer Document.
This announcement has been prepared for the purposes of complying with English law and the Takeover Code and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.
The Increased Offer is subject to the applicable rules and regulations of the London Stock Exchange and the Takeover Code.
Overseas shareholders
Unless otherwise determined by Ecotricity or required by the Takeover Code, and permitted by applicable law and regulation, the Increased Offer is not being made, directly or indirectly, in, into or from, and is not be capable of acceptance in or from, the United States, Canada, Australia or Japan or any jurisdiction where to do so would constitute a breach of securities laws in that jurisdiction. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from the United States, Canada, Australia or Japan or any jurisdiction where to do so would constitute a breach of securities laws in that jurisdiction. Persons receiving this announcement (including custodians, nominees and trustees) should observe these restrictions and should not send or distribute this announcement in, into or from any such jurisdiction.
 Publication on website and availability of hard copies
A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on the Ecotricity Group's website at www.ecotricity.co.uk by no later than 12 noon (London time) on the Business Day following the date of this announcement.
Subject to certain restrictions relating to persons resident in Restricted Jurisdictions, hard copies of the Original Offer Document, the Increased Offer Document and the Form of Acceptance may be obtained by contacting the Receiving Agent, Link Group, on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 am - 5.30 pm, Monday to Friday excluding public holidays in England and Wales.  Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. If requested, copies will be provided within two Business Days of the request.
 Zeus Capital, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to Ecotricity and for no one else in connection with the Increased Offer and will not be responsible to any person other than Ecotricity for providing the protections afforded to clients of Zeus Capital, nor for providing advice in relation to the Increased Offer, the content of this announcement or any matter referred to in this announcement.  Neither Zeus Capital 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 Zeus Capital in connection with this announcement, any statement contained herein or otherwise.
 

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