REG - Drax Group Plc Harmony Energy Inc. - Rule 2.10 - Schroder & Co Ltd

Harmony Energy Income TrustAnnouncement

Tue 11:45

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RNS Number : 6479G  Drax Group PLC  29 April 2025

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

THIS IS AN ANNOUNCEMENT UNDER RULE 2.10 OF THE CITY CODE ON TAKEOVERS AND
MERGERS (THE "CODE").

FOR IMMEDIATE RELEASE

29 April 2025

 

Drax BESS Holdco Limited ("Drax Bidco")

Update on irrevocable undertaking given by Schroder & Co Ltd

On 25 March 2025, the boards of Drax Bidco, a wholly-owned subsidiary
undertaking of Drax Group plc ("Drax"), and Harmony Energy Income Trust plc
("HEIT") announced that they had reached agreement on the terms and conditions
of a recommended cash offer by Drax Bidco for the entire issued and to be
issued share capital of HEIT (the "Acquisition") pursuant to Rule 2.7 of the
Code (the "Rule 2.7 Announcement") and to be effected by means of a scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme of
Arrangement").

As set out in the Rule 2.7 Announcement, Drax Bidco had received certain
irrevocable undertakings to vote, or procure a vote, in favour of the Scheme
of Arrangement at the court meeting and the resolution(s) to be proposed at
the general meeting of HEIT to be convened in connection with the Acquisition.
The irrevocable undertaking given by Schroder & Co Ltd ("Schroder")
related to 37,334,777 HEIT shares, representing approximately 16.4 per cent.
of the issued share capital of HEIT as at 24 March 2025 (being the last
practicable date before the Rule 2.7 Announcement) (the "Irrevocable
Undertaking") and was granted by Schroder in its capacity as discretionary
investment manager for and on behalf of certain funds and accounts managed by
it.

In accordance with its terms, the Irrevocable Undertaking ceased to be binding
if any third party other than Drax Bidco or any person acting in concert with
Drax Bidco announces pursuant to Rule 2.7 of the Code a firm intention to make
a competing offer and Drax Bidco has not, on or before 11.59 p.m. on the tenth
day of the announcement of the competing offer announced a new, increased or
revised offer. Accordingly, the Irrevocable Undertaking lapsed on 26 April
2025 in accordance with its terms.

Therefore, the total number irrevocable undertakings received by Drax in
relation to HEIT shares is 7,214,973, representing approximately 3.2 per cent.
of the issued share capital of HEIT as at close of business on 28 April 2025
(being the last business day prior to the date of this announcement).

This announcement is made in accordance with Rule 2.10(c) of the Code.

 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.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (London time) on the 10th business day following the announcement in
which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the extent that
these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 p.m. (London time) on the business day following the date of the
relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they shall
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
http://www.thetakeoverpanel.org.uk, including details of the number of
relevant securities in issue, when the offer period commenced and when any
offeror was first identified. You should contact the Panel's Market
Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether
you are required to make an Opening Position Disclosure or a Dealing
Disclosure.

Publication on website

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 and HEIT's websites at www.drax.com/investors/offer and
www.heitp.co.uk/investors/proposed-offer-from-drax respectively by no later
than 12 noon (London time) on the business day following this announcement.

For the avoidance of doubt, the contents of these websites are not
incorporated into and do not form part of this announcement.

 

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