REG - Good Energy Group - Response circular rejecting offer by Ecotricity

Good EnergyAnnouncement

18/08/2021 07:05

RNS Number : 9610I
  
Good Energy Group PLC
  
18 August 2021
  
 

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
 
Good Energy Group PLC
 
("Good Energy" or "the Company")
 
Response circular rejecting offer by Ecotricity Group Limited ("Ecotricity")
 
 
The Board of Good Energy (AIM: GOOD), the 100% renewable electricity supplier and innovative energy services provider, announces that it is today publishing its response circular (the "Response Circular") in relation to the hostile offer of 340 pence per share for the entire issued and to be issued share capital of Good Energy not already owned by Ecotricity (the "Offer").
This summary should be read in conjunction with, and is subject to, the full text of the Response Circular, which can be found on the Company's website at https://group.goodenergy.co.uk/investor-centre/Offer-for-Good-Energy/.   
The Board reaffirms its previous statements that the Offer significantly undervalues Good Energy and its future prospects, and strongly urges all shareholders to reject the Offer by taking no action for the reasons outlined below:
·      Good Energy is successfully delivering on its modern, digital strategy. Its strategy is very different to Ecotricity's out-dated, centralised business model.
·      Good Energy is in a great position for accelerated growth. The Company operates in a rapidly growing, decentralised market with significant headroom for further growth. 
·      This hostile and highly opportunistic offer significantly undervalues Good Energy. This offer also does not take into account Good Energy's potential for growth. The Company is worth more than the Offer.
·      Ecotricity is an unfit owner with an unsuitable plan. Ecotricity's poor business condition means it is an unfit owner for the Company. 
Take no action
The Board recommends that shareholders reject the offer by taking no action. It has received written confirmation from six shareholders representing approximately 10.96 per cent. of the Company's issued share capital that they do not intend to accept the Offer. Those written confirmations, when aggregated with the Good Energy Shares held by the Directors who will not be accepting the Offer, represent approximately 15.30 per cent. of the Company's issued share capital. A copy of the written confirmations will be available on the Good Energy website at https://group.goodenergy.co.uk/investor-centre/Offer-for-Good-Energy by no later than 12 noon (London time) on the business day following the date of this announcement.
Will Whitehorn, Chair of Good Energy, said:
"Ecotricity wishes to make Good Energy a renewable generation developer again, an approach we moved away from a number of years ago in favour of supporting small-scale renewable generators through long-term power purchase contracts. 
"Ecotricity believes we can compete more effectively together as genuinely green suppliers in a market of similar-looking products. This is something Good Energy is already effectively doing by itself, as the only supplier with Uswitch Green Tariff Gold Standard accreditation for all its tariffs.
"Ecotricity has been a loss-making business for the past four years. Its claim that they consider us 'sister companies, with more in common than separates us', is contradicted by their history as a disruptive shareholder, voting down 100% of our proposed special resolutions.
"As a listed company, Good Energy is committed to high standards of corporate governance which the Board believes provides the Company with the appropriate framework to support the business and implement its strategy. 
"In contrast, Ecotricity has offered little insight on its own corporate governance and how the businesses would be run going forward. The Board believes that if this takeover were successful and the Company de-listed, key decision making would ultimately rest with one individual which would not be in the best interests of the Company and its stakeholders.
"Such a takeover would place the collective interests of our investors and customers in combatting the climate crisis into the hands of one individual.
"We, the Board, believe Ecotricity would take this company backwards.
"Those Directors who hold Good Energy shares will not be accepting the Offer. The Board unanimously recommends that you reject it too, by taking no action."
- Ends -
Enquiries:



Good Energy Group PLC
Nigel Pocklington, Chief Executive
Charlie Parry, Head of Investor Relations & CoSec
 


Email: press@goodenergy.co.uk
 




SEC Newgate UK


Email: GoodEnergy@secnewgate.co.uk




Elisabeth Cowell 
Emma Kane


Tel: +44 (0) 7900 248 213
Tel: +44 (0) 7876 338 339




Investec Bank plc (Nominated Adviser and Joint Broker)
Sara Hale / Jeremy Ellis


 
Tel: +44 (0) 20 7597 5970




Canaccord Genuity Limited (Joint Broker)
Henry Fitzgerald - O'Connor


Tel: +44 (0) 20 7523 4617



Notes to editors:
 
About Good Energy www.goodenergy.co.uk
 
Good Energy is a generator and supplier of 100% renewable power and an innovator in energy services. It currently owns two wind farms, six solar farms and sources electricity from a community of 1,600 independent UK generators.
Since it was founded over 20 years ago, the company has been at the forefront of the charge towards a cleaner, distributed energy system. Its mission is to support UK households and businesses generate, store and share clean power.
Good Energy is recognised as a leader in this market, through our green kite accreditation with the London Stock Exchange and as a top rated green energy supplier by Which?. 
 
Further information
Investec Bank plc, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting as financial adviser to Good Energy and for no one else in connection with the Ecotricity Offer or other matters referred to herein and will not be responsible to anyone other than Good Energy for providing the protections afforded to its clients nor for providing advice in relation to the Ecotricity Offer or any other matters set out herein.
Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Good Energy and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Good Energy for providing the protections afforded to clients of Canaccord Genuity Limited nor for providing advice in relation to the matters set out in this announcement.
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 other than the United Kingdom and the availability of any offer to shareholders of Good Energy who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of Good Energy who are not resident in the United Kingdom will need to inform themselves about, and observe any applicable requirements.
Publication on website and availability of hard copies 
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. 
Forward-looking statements
This document, including information included or incorporated by reference in this document, may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "targets", "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward looking statements include all matters that are not historical facts and involve predictions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect Good Energy's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to Good Energy's business, results of operations, financial position, liquidity, prospects, growth or strategies and the industry in which it operates. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. There are many factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among such factors are 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, and any epidemic, pandemic or disease outbreak. 
These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. By their nature, these forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this document may cause the actual results, performance or achievements of any such person, or industry results and developments, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. No assurance can be given that such expectations will prove to have been correct and persons reading this document are therefore cautioned not to place undue reliance on these forward-looking statements that speak only as at the date of this document. All subsequent oral or written forward-looking statements attributable to Good Energy or its affiliates or any persons acting on its behalf are expressly qualified in their entirety by the cautionary statement above. Good Energy does not intend, nor undertakes any obligation, to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required. 
 

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