REG - Foresight Group LLP Harmony Energy Inc. - Update on irrevocable undertaking

Harmony Energy Income TrustAnnouncement

Today 13:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250520:nRST4462Ja&default-theme=true

RNS Number : 4462J  Foresight Group LLP   20 May 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART IN, 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 FALLING UNDER RULE 2.10 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE").

For immediate release

20 May 2025

Disclosure under Rule 2.10(c) of the Takeover Code in respect of the

RECOMMENDED CASH ACQUISITION

of

Harmony Energy Income Trust plc ("HEIT")

by

PP Bidco Limited ("BidCo")

(a newly formed company indirectly and wholly controlled by two funds within
the portfolio of funds managed by Foresight Group LLP)

Update on irrevocable undertaking given by Dowgate Wealth Limited ("Dowgate")

On 16 April 2025, the Boards of HEIT and BidCo announced that they had reached
agreement on the terms and conditions of a recommended cash offer by BidCo for
the entire issued and to be issued ordinary share capital of HEIT pursuant to
Rule 2.7 of the Takeover Code (the "Offer"). The Offer is being implemented by
means of a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme").

The terms and conditions of the Offer were set out in the announcement on 16
April 2025 and in the circular in relation to the Scheme published on 6 May
2025 (the "Scheme Document").

Capitalised terms used in this announcement, unless otherwise defined, shall
have the meanings given to them in the Scheme Document.

As set out in Appendix 3 of the Rule 2.7 Announcement and Part IX (Additional
information on HEIT, BidCo, FEIP II, Averon Park and Foresight) of the Scheme
Document, Dowgate gave an irrevocable undertaking to exercise (or procure the
exercise of) voting rights to vote in favour of the resolutions relating to
the Scheme and the Acquisition at the Meetings (or in the event that the
Acquisition is implemented by an Offer, to accept or procure acceptance of
such Offer) in respect of 2,546,000 HEIT Shares (representing approximately
1.12 per cent. of the existing issued ordinary share capital of HEIT) as at 15
April 2025, being the Business Day prior to the date of the Rule 2.7
Announcement (the "Dowgate Irrevocable Undertaking").

On 15 May 2025, Dowgate informed BidCo it had disposed of 173,000 HEIT Shares
which were subject to the Dowgate Irrevocable Undertaking. Accordingly,
Dowgate informed BidCo that the total number of HEIT Shares which are subject
to the Dowgate Irrevocable Undertaking is 2,373,000 HEIT Shares (representing
approximately 1.04 per cent. of the existing issued ordinary share capital of
HEIT) as at the close of business on 14 May 2025.

On 20 May 2025, BidCo has been informed by Dowgate that it now has 1,840,000
shares in its discretionary accounts which are subject to the Dowgate
Irrevocable Undertaking. Accordingly, Dowgate has informed BidCo that the
total number of HEIT Shares which are subject to the Dowgate Irrevocable
Undertaking is 1,840,000 HEIT Shares (representing approximately 0.81 per
cent. of the existing issued ordinary share capital of HEIT) as at the close
of business on 19 May 2025 being the Business Day prior to the date of this
announcement.

Therefore, the total number of irrevocable undertakings received by BidCo in
relation to HEIT Shares is 86,578,038 (representing approximately 38.12 per
cent. of the existing issued ordinary share capital of HEIT) as at the close
of business on 19 May 2025 (being the Business Day prior to the date of this
announcement).

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

 For further information, please contact:
 Foresight                                             Tel: +44 (0)20 3667 8100

 For enquiries regarding Foresight, please contact:

 Richard Thompson

 Ben Williams
 H-Advisors Maitland (PR Advisers to Foresight)

 Sam Turvey                                            Tel: +44 (0)782 783 6246

 Genevieve Ryan                                        Tel: +44 (0)781 710 5562

 Daisy Padovan                                         Tel: +44 (0)782 586 1759

 Sam Cartwright                                        Tel: +44 (0)782 725 4561
 RBC Capital Markets (Financial Adviser to Foresight)  Tel: +44 (0)20 7653 4000

 Mark Rushton

 Ross Board

 Matthew Coakes

 Samuel Jackson

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  OUPSEDFFSEISEII