REG - Good Energy Group - Publication and posting of Scheme Document

Good EnergyAnnouncement

18/02/2025 07:15

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RNS Number : 4178X  Good Energy Group PLC  18 February 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

18 February 2025

Publication and posting of Scheme Document

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").

Good Energy is pleased to announce that the Scheme Document, together with the
associated Forms of Proxy, are today being sent, or made available to Good
Energy Shareholders.

The Scheme Document contains, among other things, a letter from the Chairman
of Good Energy, the full terms and conditions of the Scheme and the
Acquisition, an explanatory statement pursuant to section 897 of the Companies
Act 2006, an expected timetable of principal events, notices of the Court
Meeting and General Meeting and details of the actions to be taken by Good
Energy Shareholders.

In addition, letters are being sent shortly to participants in the Good Energy
Share Plans to provide information on how the Acquisition will affect their
rights under the Good Energy Share Plans and the arrangements applicable to
them.

A copy of the Scheme Document and the associated Forms of Proxy will be made
available, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Good Energy's website at
https://www.goodenergy.co.uk/investors/important-notice/
(https://www.goodenergy.co.uk/investors/important-notice/)
(https://www.equalsplc.com/strategic-review) by no later than 12 noon on 19
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.

As further detailed in the Scheme Document, in order to become Effective,
amongst other things, the Scheme will require: (i) the approval of a majority
in number of the Scheme Shareholders present and voting (in person or by
proxy) at the Court Meeting representing not less than 75 per cent. in value
of the relevant Scheme Shares voted; (ii) the passing of the Special
Resolutions at the General Meeting; and (iii) the subsequent sanction of the
Scheme by the Court.

Notices convening the Court Meeting and General Meeting, both of which will be
held at the offices of Norton Rose Fulbright LLP, 3 More London Riverside,
London, SE1 2AQ on 13 March 2025, are set out in Part 10 (Notice of Court
Meeting) and Part 11 (Notice of General Meeting) of the Scheme Document. The
Court Meeting will commence at 12:00 p.m. and the General Meeting at 12:15
p.m. (or, if later, as soon as the Court Meeting has concluded or been
adjourned).

Any changes to the arrangements for the Court Meeting and the General Meeting
will be communicated to Scheme Shareholders before the meetings, including
through Good Energy's website at
https://www.goodenergy.co.uk/investors/important-notice/
(https://www.goodenergy.co.uk/investors/important-notice/) and by announcement
through a Regulatory Information Service.

Action required

Scheme Shareholders and Good Energy Shareholders are strongly encouraged to
submit proxy appointments and instructions for the Court Meeting and the
General Meeting as soon as possible, using any of the methods (online,
electronically through CREST or Proxymity by post or by hand) set out below.
Scheme Shareholders and Good Energy Shareholders are also strongly encouraged
to appoint the Chairman of the relevant Meeting as their proxy rather than any
other named person. This will ensure that their vote will be counted if they
(or any other proxy they might otherwise appoint) are not able to attend the
relevant Meeting in person.

It is important that, for the Court Meeting, as many votes as possible are
cast so that the Court may be satisfied that there is a fair representation of
opinion of Scheme Shareholders. Whether or not you intend to attend and/or
vote at the Court Meeting, you are strongly advised to transmit a proxy
appointment and voting instruction (online by logging into the following
website www.eproxyappointment.com/Login
(http://www.eproxyappointment.com/Login) or electronically through CREST or
Proxymity) or sign and return your blue Form of Proxy by post for the Court
Meeting as soon as possible.

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 unanimously recommend that Good Energy
Shareholders vote in favour of the Scheme at the Court Meeting and vote in
favour of the Special Resolution at the General Meeting as the Good Energy
Directors who hold Good Energy Shares have irrevocably undertaken to do in
respect of 141,577 Good Energy Shares in total, representing in aggregate
approximately 0.77 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.

Information for Good Energy Shareholders

If you have any questions about this Announcement, the Court Meeting, the
General Meeting, how to submit your proxies online or how to complete the
Forms of Proxy, please call the Receiving Agent, Computershare Investor
Services PLC, during business hours on +44 (0)370 707 1154 (from within the
United Kingdom) or submit a request in writing to Computershare Investor
Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY. Calls to this
number are charged at network providers standard rate and may be included
within free allowances (please check with your network provider). Calls
outside the United Kingdom will be charged at the applicable international
rate. Please note that Computershare Investor Services PLC calls may be
monitored or recorded and Computershare Investor Services PLC cannot provide
advice on the merits of the Acquisition or the Scheme or give any financial,
legal or tax advice.

Timetable

The Scheme Document contains a current expected timetable of principal events
relating to the Scheme, which is also set out in the Appendix to this
announcement.

Subject to obtaining the approval of Scheme Shareholders at the Court Meeting
and Good Energy Shareholders at the General Meeting and the sanction of the
Court, the Scheme is expected to become Effective on 9 April 2025.

It is intended that following the Scheme becoming Effective, the cancellation
of admission to trading of Good Energy Shares on AIM shall take effect on the
Business Day following the Effective Date.

 

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.

 

 

APPENDIX

Expected timetable of principal events

 Event                                                                                                             Time/date ((1))
 Publication of the Scheme Document                                                                                18 February 2025
 Latest time for lodging Forms of Proxy for the:                                                                   ( )
 Court Meeting (blue Form of Proxy)                                                                                12:00pm on 11 March 2025 ((2))
 General Meeting (white Form of Proxy)                                                                             12:15pm on 11 March 2025 ((3))
 Voting Record Time for the Court Meeting and the General Meeting                                                   6:00 p.m. on 11 March 2025 ((4))
 Court Meeting                                                                                                     12:00pm on 13 March 2025
 General Meeting                                                                                                   12:15pm on 13 March 2025 ((5))
 The following times and dates associated with the Scheme are indicative only
 and subject to change, the precise timings will depend, among other things, on
 the date upon which regulatory (and other) Conditions to the Scheme are
 satisfied or, if capable of waiver, waived and on the date on which the Court
 sanctions the Scheme. Good Energy will give notice of the change(s) through
 Good Energy's website https://www.goodenergy.co.uk/investors/important-notice/
 (https://www.goodenergy.co.uk/investors/important-notice/) and by issuing an
 announcement through a Regulatory Information Service and, if required by the
 Panel, post notice of the change(s) to Good Energy Shareholders and persons
 with information rights. The timetable is also dependent on the date on which
 the Court Order sanctioning the Scheme is delivered to the Registrar of
 Companies.
 Sanction Hearing                                                               7 April 2025

 Last day of dealings in, and for the registration of transfers of, and          7 April 2025
 disablement in CREST of, Good Energy Shares

 Scheme Record Time                                                             6:00 p.m. on 8 April 2025
 Suspension of admission to trading of, and dealings in, Good Energy Shares on  by 7:30 a.m. on 8 April 2025
 AIM

 Effective Date of the Scheme((6))                                              9 April 2025

 Cancellation of Good Energy Shares from AIM                                    by 7:00 a.m. on 10 April 2025

 Latest date for despatch of cheques, crediting of CREST accounts and
 processing electronic transfers for Cash Consideration due under the Scheme

                                                                              within 14 days

of the Effective Date
 Long Stop Date

                                                                                31 July 2025 ((7))
 (1)      The dates and times given are indicative only and are based on
 current expectations and are subject to change. References to times are to
 London, United Kingdom time unless otherwise stated. If any of the times
 and/or dates above change, the revised times and/or dates will be notified to
 Good Energy Shareholders through Good Energy's website
 https://www.goodenergy.co.uk/investors/important-notice/
 (https://www.goodenergy.co.uk/investors/important-notice/)   and by
 announcement through a Regulatory Information Service. Participants in the
 Good Energy Share Plans will be contacted separately on or around the date of
 this Document to inform them of the effect of the Scheme on their rights under
 the Good Energy Share Plans, including details of any appropriate proposals
 being made and dates and times relevant to them.

 (2)      It is requested that blue Forms of Proxy for the Court Meeting
 be lodged by 12:00pm on 11 March 2025 or, if the Court Meeting is adjourned,
 by no later than 48 hours prior to the time fixed for any adjourned Court
 Meeting (excluding any part of such 48-hour period falling on a non-working
 day). Blue Forms of Proxy not so lodged can be handed to the Chairman of the
 Court Meeting (or a representative of Computershare Investor Services PLC at
 the Court Meeting on behalf of the Chairman) any time prior to the
 commencement of the Court Meeting or any adjournment thereof.

 (3)      In order to be valid, white Forms of Proxy for the General
 Meeting must be received by 12:15pm on 11 March 2025 or, if the General
 Meeting is adjourned, 48 hours prior to the time appointed for the General
 Meeting (excluding any part of such 48-hour period falling on a non-working
 day).

 (4)      If either the Court Meeting or the General Meeting is adjourned,
 the Voting Record Time for the relevant adjourned Meeting will be 6:00 p.m. on
 the day which is two Business Days prior to the date of the adjourned Meeting.

 (5)      The General Meeting is to commence at 12:15pm on 13 March 2025
 or as soon thereafter as the Court Meeting shall have concluded or been
 adjourned.

 (6)      The Scheme shall become Effective as soon as a copy of the Court
 Order has been delivered to the Registrar of Companies.

 (7)      This is the latest date by which the Scheme may become
 Effective. However, the Long Stop Date may be extended to such later date as
 Esyasoft and Good Energy may agree and the Panel and (if required) the Court
 may allow.

 

 

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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