REG - Good Energy Group - Disclosure under Rule 2.10(c) of the Code

Good EnergyAnnouncement

10/02/2025 14:00

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RNS Number : 5600W  Good Energy Group PLC  10 February 2025

DISCLOSURE UNDER RULE 2.10(c) OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE
"CODE")

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.

FOR IMMEDIATE RELEASE

 

Good Energy Group PLC

("Good Energy" or the "Company")

 

Disclosure under Rule 2.10(c) of the Code

 

On 27 January 2025, the boards of Directors of Esyasoft Investment Holdings
RSC Limited ("Esyasoft") and Good Energy Group plc ("Good Energy" or the
"Company") announced that they had reached agreement on the terms of a
recommended cash offer pursuant to which Esyasoft will acquire the entire
issued and to be issued ordinary share capital of Good Energy (the
"Acquisition") to be effected by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act (the "Scheme") (the "Rule 2.7
Announcement").

Capitalised terms used in this announcement, unless otherwise defined, shall
have the meanings given to them in the Rule 2.7 Announcement.

As set out in the Rule 2.7 Announcement, Esyasoft disclosed that it had
received an irrevocable from Rupert Sanderson, a Director of Good Energy, to
vote in favour of the Scheme at the Court Meeting and in favour of the
Resolution to be proposed at the General Meeting in respect of 35,382 Good
Energy Shares, representing approximately 0.19 per cent. of the issued share
capital of Good Energy as at the Latest Practicable Date (the "Irrevocable").

It has come to the Company's attention that the number of Good Energy Shares
stated in the Irrevocable was incorrect, and it should instead have stated a
total of 29,593 Good Energy Shares, representing approximately 0.16 per cent.
of the issued share capital of Good Energy as at the Latest Practicable Date.
The Irrevocable has today been amended to correct this error.

Therefore, the total number of Good Energy Shares which are subject to
irrevocable undertakings is 5,581,379, representing approximately 30.16 per
cent. of the issued ordinary share capital of Good Energy as at close of
business on 7 February 2025 (being the last business day prior to the date 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 (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.

Important notices

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.

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 www.goodenergy.co.uk/investors 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.

 

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