REG - Good Energy Group - Court Sanction Scheme of Arrangement

Good EnergyAnnouncement

07/04/2025 13:15

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RNS Number : 9631D  Good Energy Group PLC  07 April 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

 

RECOMMENDED CASH ACQUISITION

for

Good Energy Group plc ("Good Energy")

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

7 April 2025

Court Sanction Scheme of Arrangement

On 27 January 2025, the boards of Good Energy and Esyasoft announced that they
had reached agreement on the terms of a recommended all cash acquisition of
the entire issued and to be issued ordinary share capital of Good Energy (the
"Acquisition").

The Acquisition is to be effected by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme") and is
subject to the terms and conditions set out in the scheme document relating to
the Acquisition (the "Scheme Document"), published on 18 February 2025.

Unless otherwise defined, all capitalised terms in this announcement have the
meaning given to them in the Scheme Document. All references to times are to
London, UK, times unless otherwise stated.

Good Energy is pleased to announce that the High Court of Justice in England
and Wales has today sanctioned the Scheme under Part 26 of the Companies Act
2006.

All Conditions to the Acquisition have now been satisfied or waived other than
the delivery of a copy of the Scheme Court Order to the Registrar of
Companies, which is expected to take place on 9 April 2025. On such delivery
of the Scheme Court Order, the Scheme will become Effective, and a further
announcement will be made at that time. Good Energy hereby confirms that the
Scheme Record Time will be 8 April 2025 at 6.00 p.m. (the "Scheme Record
Time"). Scheme Shareholders whose names appear on Good Energy's register of
members at the Scheme Record Time will, upon the Scheme becoming effective in
accordance with its terms, be entitled to receive consideration as provided
for in the Scheme Document.

Exercise of Options and Issue of Option Shares

The Board further announces that 1,088,977 new ordinary shares of 5 pence each
in the Company ("Option Shares") have been allotted and issued to satisfy the
exercise of share options held by employees (including certain directors) of
Good Energy ("Options"). Accordingly, an application was made by Good Energy
for the Option Shares to be admitted to trading on AIM, and admission to
trading on AIM is expected to take place at 8.00 a.m. on 8 April 2025
("Admission").

In connection with the exercise of the Options, Good Energy has been notified
that the following directors received Option Shares as detailed below.

 Good Energy Director  Number of Option Shares Allotted and Issued  Resulting holding of Good Energy Shares  % of enlarged issued share capital
 Nigel Pocklington     353,487                                      375,987                                  1.92%
 Rupert Sanderson      235,113                                      270,495                                  1.38%
 Francoise Woodward    239,327                                      244,556                                  1.25%
 Total                 827,927                                      891,038                                  4.55%

 

In accordance with Rule 2.9 of the Takeover Code, upon Admission Good Energy
will have in issue 19,595,376 Ordinary Shares (and, for the avoidance of
doubt, no treasury shares). This figure may be used by shareholders as the
denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest in, the
share capital of Good Energy under the FCA's Disclosure Guidance and
Transparency Rules.

Expected Timetable

The outcome of today's Court Meeting and General Meeting means that Conditions
2(a) and 2(b) (as set out in Part 3 (Conditions to the Implementation of the
Scheme and to the Acquisition) of the Scheme Document) have been satisfied.

The Acquisition remains subject to the satisfaction of the remaining
Conditions and further terms set out in the Scheme Document, including the
sanction of the Court and the delivery of a copy of the Court Order to the
Registrar of Companies.

The expected timetable of principal events for the implementation of the
Scheme remains as set out in the Scheme Document. If any of the key dates
and/or times set out in this expected timetable change, the revised dates
and/or times will be notified to Good Energy Shareholders by issuing an
announcement through a Regulatory Information Service, with such announcement
being made available on Good Energy's website at:
https://www.goodenergy.co.uk/investors/important-notice/
(https://www.goodenergy.co.uk/investors/important-notice/)

 

Enquiries

 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
 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

 

Clyde & Co LLP is acting as legal adviser to Esyasoft. Norton Rose
Fulbright LLP is acting as legal adviser to Good Energy.

 

 

Important notices

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.

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 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.

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.

 

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