REG - Drax Group Plc Harmony Energy Inc. - Offer Update

Harmony Energy Income TrustAnnouncement

Today 16:45

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RNS Number : 4666J  Drax Group PLC  20 May 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

 

 

20 May 2025

 

CASH OFFER UPDATE

 

for

 

HARMONY ENERGY INCOME TRUST PLC ("HEIT")

 

by

 

DRAX BESS HOLDCO LIMITED ("DRAX BIDCO")

 

 

No Increase Statement

Further to the announcement made by Drax BESS Holdco Limited, a wholly-owned
subsidiary undertaking of Drax Group plc ("Drax Bidco"), and HEIT on 25 March
2025 setting out the terms of a recommended acquisition of the entire issued
share capital of HEIT (the "Acquisition"), Drax provides an update on the
terms of the Drax Offer (defined below).

A scheme document was published or otherwise made available to HEIT
Shareholders on 15 April 2025 (the "Scheme Document"). On 7 May 2025, HEIT
announced that the Scheme Court Meeting and the General Meeting which had been
convened in connection with the Drax Offer and the Scheme has been adjourned
indefinitely. On 16 May 2025, the Panel published a Panel Statement regarding
the competitive situation between Drax Bidco and PP Bidco Limited (a newly
formed company indirectly and wholly controlled by two funds within the
portfolio of funds managed by Foresight Group LLP) ("Foresight") in relation
to the Acquisition.

Today, Drax Bidco confirms that it will not be increasing the financial terms
of its offer for the entire issued share capital of HEIT at a price of 88p per
HEIT ordinary share (the "Drax Offer"). Accordingly, the Drax Offer is now
final.

Furthermore, Drax Bidco confirms that it intends to invoke condition
2.1(a)(ii) of the Scheme on 29 May 2025, and therefore that the Drax Offer and
the Scheme is expected to lapse on that date.

Drax continues to take a disciplined approach to acquisitions with respect to
capital allocation in order to maximise shareholder value. Drax views battery
storage as complementary to its existing FlexGen portfolio and will continue
to evaluate opportunities for investment in this space.

Capitalised terms in this announcement, unless otherwise defined have the same
meanings as set out in Part X of the Drax Bidco Scheme Document.

 

 

Enquiries:

 

 Drax and Drax Bidco
 Enquiries:

 Drax Investor Relations:

 Mark Strafford

 mark.strafford@drax.com

 +44 (0) 7730 763 949

 Chris Simpson

 Chris.Simpson@drax.com

 +44 (0) 7923 257 815

 Media:

 Drax External Communications:

 Chris Mostyn

 Chris.Mostyn@drax.com

 +44 (0) 7743 963 483

 J.P. Morgan Cazenove (Financial Adviser and Corporate Broker to Drax and Drax  +44 (0)20 3493 8000
 Bidco)
 Robert Constant

 James Robinson

 Alia Malik

 Rupert Budge

 Edward Hatter

 FTI Consulting (PR Adviser to Drax and Drax Bidco)
 Kate Brader                                                                    +44 (0)79 2918 1850

 Senior Managing Director / Partner                                             +44 (0)20 3727 1539

 FTI Consulting

 kate.brader@fticonsulting.com

 

 

Important notices

 

J.P. Morgan Securities plc, which conducts its UK investment banking business
as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United
Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA.
J.P. Morgan Cazenove is acting as financial adviser exclusively for Drax Bidco
and Drax and no one else in connection with the matters set out in this
announcement and will not regard any other person as its client in relation to
the matters in this announcement and will not be responsible to anyone other
than Drax Bidco and Drax for providing the protections afforded to clients of
J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation
to any matter referred to herein.

 

Further information

 

This announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to buy, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities, pursuant
to the Acquisition or otherwise, nor shall there be any purchase, sale,
issuance or exchange of securities or such solicitation in any jurisdiction in
which such offer, invitation, solicitation, purchase, sale, issuance or
exchange is unlawful.

 

This announcement has been prepared for the purpose of complying with English
law, the Code, and the Disclosure Guidance and Transparency Rules, and the
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 England and Wales. The Acquisition will be subject to
the applicable requirements of the Code, the Panel, the London Stock Exchange
and the Financial Conduct Authority.

 

This announcement does not constitute a prospectus or prospectus exempted
document.

The release, publication or distribution of this announcement in or into
certain jurisdictions other than the United Kingdom may be restricted by law.
Persons who are not resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any applicable
requirements.

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under the Financial Services and
Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if
not, from another appropriate authorised independent financial adviser.

 

 

Publication on website and availability of hard copies

 

A copy of this announcement will be made available, free of charge, subject to
certain restrictions relating to persons resident in Restricted Jurisdictions,
on Drax's website at www.drax.com/investors/offer. For the avoidance of doubt,
the contents of this website is not incorporated into and do not form part of
this announcement.

 

 

 

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