REG - Harmony Energy Inc. - Adjournment Court & General Meetings - Drax Offer

Harmony Energy Income TrustAnnouncement

07/05/2025 13:15

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RNS Number : 7253H  Harmony Energy Income Trust PLC  07 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

7 May 2025

 

Harmony Energy Income Trust plc ("HEIT")

Adjournment of Court Meeting and General Meeting for the Drax Offer

 

On 16 April 2025, the boards of HEIT 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) ("BidCo") announced that they had
reached agreement on the terms of a recommended cash offer whereby the entire
issued and to be issued share capital of HEIT will be acquired by BidCo (the
"Foresight Offer"), intended to be implemented by means of a scheme of
arrangement under Part 26 of the Companies Act 2006, the shareholder circular
in relation to which was published on 6 May 2025.

The HEIT Directors announced that they consider that the Foresight Offer is in
the best interests of HEIT Shareholders and HEIT as a whole, and that the
terms of the Foresight Offer represent a superior offer to the earlier cash
offer by Drax Bidco for the entire issued share capital of HEIT announced on
25 March 2025 (the "Drax Offer"), the shareholder circular in relation to
which was published on 15 April 2025 (the "Drax Scheme Document").

The HEIT Directors have recommended unanimously that HEIT Shareholders vote in
favour of the resolutions to implement the Foresight Offer. In light of the
HEIT Directors' unanimous recommendation of the Foresight Offer, the HEIT
Directors have withdrawn their recommendation of the Drax Offer and
accordingly announced on 16 April 2025 that it was proposed that the Court
Meeting and General Meeting required to implement the Drax Offer be adjourned
until further notice.

Adjournment

The HEIT Directors confirm that the Court Meeting and the General Meeting
required to implement the Drax Offer were adjourned indefinitely earlier
today.

Further announcements will be made as and when appropriate.

Capitalised terms used but not defined in this announcement have the meanings
given to them in the Drax Scheme Document.

 

Enquiries:

 Harmony Energy Income Trust plc
 Norman Crighton, Chairman                                                     via Panmure Liberum Limited

 Panmure Liberum Limited (Sole Financial Adviser and Rule 3 Adviser and Joint
 Broker to HEIT)
 Corporate Finance: Chris Clarke/ Darren Vickers/ Will King                    +44 20 3100 2222

 M&A: Tim Medak

 Stifel Nicolaus Europe Limited (Joint Broker to HEIT)
 Mark Young/ Edward Gibson-Watt/ Rajpal Padam/ Mark Whitfeld                   +44 20 7710 7600

 Camarco (PR Advisers to HEIT)
 Eddie Livingstone-Learmonth/ Andrew Turner                                    +44 20 3757 4980

 

Important Notices

This announcement does not constitute or form part of an offer or an
invitation to purchase or subscribe for any securities, or a solicitation of
an offer to buy any securities, whether pursuant to this announcement or
otherwise, in any jurisdiction in which such offer, invitation or solicitation
is or would be unlawful.

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

Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated
by the Financial Conduct Authority in the United Kingdom, is acting
exclusively as financial adviser, Rule 3 adviser and joint broker to HEIT and
no one else in connection with the matters and arrangements set out in this
announcement. Panmure Liberum will not regard any other person as its client
in relation to any matter or arrangement set out in this announcement and will
not be responsible to anyone other than HEIT for providing the protections
afforded to clients of Panmure Liberum, nor for providing advice in relation
to the Drax Offer or any other matter or arrangement referred to in this
announcement. Neither Panmure Liberum nor any of its affiliates (nor their
respective directors, officers, employees or agents) owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, in tort, in delict, under statute or
otherwise) to any person who is not a client of Panmure Liberum in connection
with this announcement, any statement contained herein or otherwise. No
representation or warranty, express or implied, is made by Panmure Liberum as
to the contents of this announcement.

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated
by the Financial Conduct Authority in the United Kingdom, is acting
exclusively as joint broker to HEIT and no one else in connection with the
matters and arrangements set out in this announcement. Stifel will not regard
any other person as its client in relation to any matter or arrangement set
out in this announcement and will not be responsible to anyone other than HEIT
for providing the protections afforded to clients of Stifel, nor for providing
advice in relation to the Drax Offer or any other matter or arrangement
referred to in this announcement. Neither Stifel nor any of its affiliates
(nor their respective directors, officers, employees or agents) owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, consequential, whether in contract, in tort, in delict, under
statute or otherwise) to any person who is not a client of Stifel in
connection with this announcement, any statement contained herein or
otherwise. No representation or warranty, express or implied, is made by
Stifel as to the contents of this announcement.

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 the
release of this announcement shall not give rise to any implication that there
has been no change in the facts set out in this announcement since such date.

This announcement has been prepared for the purpose of complying with English
law, the Takeover 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 any other jurisdictions.

No person should construe the contents of this announcement as legal,
financial or tax advice. 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, accountant or from an independent financial adviser duly
authorised under FSMA if you are resident in the United Kingdom, or another
appropriately authorised independent financial adviser, if you are in a
territory outside the United Kingdom.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% 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 Takeover Code, any person who is, or becomes,
interested in 1% 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/ (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 a website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
made available, subject to certain restrictions relating to persons resident
in Restricted Jurisdictions, on HEIT's website at
www.heitp.co.uk/investors/proposed-offer-from-drax by no later than 12 noon
(London time) on the first Business Day following the date of this
announcement.

For the avoidance of doubt, neither the contents of this website nor any
website accessible from hyperlinks is incorporated into or forms part of this
announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, HEIT Shareholders and persons with
information rights may request a hard copy of this announcement by contacting
HEIT's registrar, Computershare, between 8.30 a.m. and 5.30 p.m. (London time)
Monday to Friday (excluding public holidays in England and Wales) on +44 (0)
370 703 6003 or by submitting a request in writing to Computershare, The
Pavilions, Bridgwater Road, Bristol BS13 8AE, United Kingdom. Calls are
charged at the standard geographic rate and will vary by provider. Calls
outside the UK will be charged at the applicable international rate. Please
note that Computershare cannot provide any financial, legal or tax advice, or
any advice on the merits of the Drax Offer or the Scheme, and calls may be
recorded and monitored for security and training purposes.

 

 

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