REG - Harmony Energy Inc. - Court Sanction of Scheme of Arrangement

Harmony Energy Income TrustAnnouncement

13/06/2025 15:01

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RNS Number : 8455M  Harmony Energy Income Trust PLC  13 June 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.

For immediate release

13 June 2025

RECOMMENDED CASH ACQUISITION

of

Harmony Energy Income Trust plc ("HEIT")

by

PP Bidco Limited ("Foresight BidCo")

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

to be effected by means of a scheme of arrangement under Part 26 of the
Companies Act 2006

COURT SANCTION OF SCHEME OF ARRANGEMENT

On 16 April 2025, the boards of Foresight BidCo and HEIT announced that they
had reached agreement on the terms of a recommended cash acquisition pursuant
to which Foresight BidCo would acquire the entire issued and to be issued
ordinary share capital of HEIT (the "Acquisition") for an offer price of 92.4p
per HEIT Share. The Acquisition is to be effected by means of a scheme of
arrangement (the "Scheme") under Part 26 of the Companies Act. The scheme
document in respect of the Acquisition (the "Scheme Document") was published
by the Company on 6 May 2025.

On 21 May 2025, following an announcement by Drax BESS Holdco Limited on 20
May 2025 confirming that it would not be increasing the financial terms of its
offer for HEIT at a price of 88p per HEIT Share and the announcement by the
Panel Executive that the Auction Procedure outlined in Panel Statement 2025/3
would not take place, the HEIT Board reaffirmed its unanimous recommendation
of the Acquisition and recommended that HEIT Shareholders vote in favour of
the Acquisition at the shareholder meetings convened for 30 May 2025.

On 30 May 2025, HEIT announced that the Scheme had been approved by the
requisite majority of Scheme Shareholders at the Court Meeting held on 30 May
2025 and the Special Resolution relating to the implementation of the Scheme
had been approved by the requisite majority of HEIT Shareholders at the
General Meeting, also held on 30 May 2025.

HEIT and Foresight BidCo are pleased to announce that the High Court of
Justice in England and Wales has today sanctioned the Scheme pursuant to which
the Acquisition is being implemented.

The Scheme remains conditional on the delivery to the Registrar of Companies
of the Court Order made at the Court Sanction Hearing. The Scheme is expected
to become effective on 17 June 2025 (the "Effective Date") and a further
announcement will be made at that time.

An application has been made for the suspension of trading in HEIT Shares on
the specialist fund segment of the London Stock Exchange's main market for
listed securities, and such suspension is expected to take effect from 7.30
a.m. on 17 June 2025. The last day for the registration of transfers of HEIT
Shares is expected to be 16 June 2025. The Scheme Record Time will be 6.00
p.m. on 16 June 2025, at which time CREST will be disabled in respect of HEIT
Shares.

It is expected that, subject to the Scheme becoming Effective, the HEIT Shares
will cease to be admitted to trading on the specialist fund segment of the
London Stock Exchange's main market for listed securities by 8.00 a.m. on 18
June 2025.

On the Effective Date, share certificates in respect of HEIT Shares will cease
to be valid and entitlements to HEIT Shares held within the CREST system will
be cancelled.

Capitalised terms used in this announcement (unless otherwise defined) have
the same meanings as set out in the Scheme Document. All references to times
in this announcement are to London, United Kingdom times unless otherwise
stated.

Full details of the Acquisition are set out in the Scheme Document.

 For further information, please contact:
 Harmony Energy Income Trust plc                                               Via Panmure Liberum Limited

 Norman Crighton, Chairman

 Panmure Liberum Limited (Sole Financial Adviser and Rule 3 Adviser and Joint  Tel: +44 (0)20 3100 2222
 Broker to HEIT)

 Corporate Finance:

 Chris Clarke

 Darren Vickers

 Will King

 M&A:

 Tim Medak
 Stifel Nicolaus Europe Limited (Joint Broker to HEIT)                         Tel: +44 (0)20 7710 7600

 Mark Young

 Edward Gibson-Watt

 Rajpal Padam

 Mark Whitfeld
 Camarco (PR Advisers to HEIT)                                                 Tel: +44 (0)20 3757 4980

 Eddie Livingstone-Learmonth

 Andrew Turner

Important notices

This announcement is for information purposes only. It is not intended to, and
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.

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 connection
with any matter referred to herein. 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 connection with any matter referred to herein. 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.

Overseas Shareholders

This announcement has been prepared in connection with proposals in relation
to a scheme of arrangement in accordance with and for the purpose of complying
with English law, the Takeover Code, the Market Abuse Regulation, the
Disclosure Guidance and Transparency Rules and (to the extent the Company has
voluntarily elected to comply therewith) the UK Listing Rules and the
information disclosed may not be the same as that which would have been
disclosed if they had been prepared in accordance with the laws of
jurisdictions outside England. Nothing in this announcement should be relied
on for any other purpose. Overseas Shareholders should consult their own
professional advisers with respect to the legal and tax consequences of the
Acquisition.

The release, publication or distribution of this announcement (in whole or in
part), directly or indirectly, in, into or from jurisdictions other than the
United Kingdom may be restricted by the laws and/or regulations of those
jurisdictions and therefore any persons who are not resident in the United
Kingdom or who are subject to the laws and/or regulations of any jurisdiction
other than the United Kingdom should inform themselves about, and observe,
such restrictions. The availability of the Acquisition to Scheme Shareholders
who are not resident in, and citizens of, the United Kingdom may be affected
by the laws of the relevant jurisdictions in which they are located or of
which they are citizens. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws and regulations
of any such jurisdiction. To the fullest extent permitted by applicable law,
the companies and persons involved in the Acquisition disclaim any
responsibility or liability for the violation of such restrictions by any
person.

Unless otherwise determined by Foresight BidCo or required by the Takeover
Code, and permitted by applicable law and regulation, the Acquisition will not
be made available, directly or indirectly, in, into or from any Restricted
Jurisdiction where to do so would violate the laws in that jurisdiction and no
person may vote in favour of the Scheme by any such use, means,
instrumentality or from within any Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws of that
jurisdiction. Accordingly, copies of this announcement are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded, distributed or
sent in, into or from any Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction and persons receiving this announcement
(including, without limitation, agents, custodians, nominees and trustees)
must not mail or otherwise forward, distribute or send them in, into or from
any Restricted Jurisdiction. Doing so may render invalid any related purported
vote in respect of, or acceptance of, the Acquisition. If the Acquisition is
implemented (with the consent of the Panel) by way of a Takeover Offer (unless
otherwise permitted by applicable law and regulation), the Takeover Offer may
not be made, directly or indirectly, in or into, or by the use of mails or any
means or instrumentality (including, but not limited to, facsimile, email or
other electronic transmission, telex or telephone) of interstate or foreign
commerce of, or of any facility of a national, state or other securities
exchange of any Restricted Jurisdiction and the Takeover Offer may not be
capable of acceptance by any such use, means, instrumentality or facilities or
from or within any Restricted Jurisdiction.

The availability of the Acquisition to persons not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions in which
they are resident. Persons who are not resident in the United Kingdom should
inform themselves about and observe any applicable requirements.

Further details in relation to Overseas Shareholders are contained in the
Scheme Document.

Additional information for HEIT Shareholders resident in the United States

The Acquisition relates to the shares of an English company and is being made
by means of a scheme of arrangement provided for under, and governed by, the
laws of England. A transaction effected by means of a scheme of arrangement is
not subject to the tender offer or proxy solicitation rules under the US
Exchange Act. Accordingly, the Acquisition is subject to the disclosure and
procedural requirements and practices applicable in the United Kingdom to
schemes of arrangement which differ from the disclosure requirements of the US
tender offer and proxy solicitation rules.

The financial information included in the Scheme Document has been prepared in
accordance with UK IFRS and thus may not be comparable to the financial
information of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting principles in the
United States, which differ in certain significant respects from UK IFRS.

If, in the future, Foresight BidCo exercises its right to implement the
Acquisition by means of a Takeover Offer which is to be made into the United
States, such a Takeover Offer would be made in compliance with all applicable
US laws and regulations, including any applicable exemptions under the US
Exchange Act. Such a Takeover Offer would be made in the United States by
Foresight BidCo and no-one else.

The receipt of cash by a US holder as consideration for the transfer of its
Scheme Shares pursuant to the Scheme will likely be a taxable transaction for
US federal income tax purposes and may also be a taxable transaction under
applicable state and local tax laws, as well as non-US and other tax laws.
Each US holder of Scheme Shares is urged to consult their own appropriately
qualified independent professional tax adviser immediately regarding the
particular tax consequences and information reporting requirements of the
Scheme applicable to them, including under applicable United States federal,
state and local, as well as non-US and other, tax laws.

HEIT and Foresight BidCo are each incorporated under the laws of England. Some
or all of the officers and directors of Foresight BidCo and HEIT,
respectively, are residents of countries other than the United States. In
addition, some or all of the assets of Foresight BidCo and HEIT are located
outside the United States. As a result, it may be difficult for US holders of
HEIT Shares to enforce their rights and any claim arising out of US federal
laws or to enforce against them a judgment of a US court predicated upon the
securities laws of the United Kingdom. US holders of HEIT Shares may not be
able to sue a non-US company or its officers or directors in a non-US court
for violations of US securities laws. Further, it may be difficult to compel a
non-US company and its affiliates to subject themselves to a US court's
judgment.

In accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) of the US Exchange Act (to the extent applicable), Foresight BidCo,
certain affiliated companies and their respective nominees or brokers (acting
as agents), may from time to time make certain purchases of, or arrangements
to purchase, HEIT Shares or other securities of HEIT outside of the US, other
than pursuant to the Acquisition, until the date on which the Acquisition
and/or Scheme and/or Takeover Offer (as relevant) becomes effective, lapses or
is otherwise withdrawn. If such purchases or arrangements to purchase were to
be made, they would be made outside of the United States and would be in
accordance with applicable law, including English law, the US Exchange Act and
the Takeover Code. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices. Any
information about such purchases or arrangements to purchase will be disclosed
as required in the United Kingdom, will be reported to a Regulatory
Information Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com (http://www.londonstockexchange.com) .

Neither this announcement nor the Scheme Document constitutes or forms a part
of any offer to sell or issue, or any solicitation of any offer to purchase,
subscribe for or otherwise acquire, any securities in the United States.

Neither the SEC nor any US state securities commission nor any other US
regulatory authority has approved or disapproved of the Acquisition, passed
upon the fairness of the Acquisition or determined if this announcement or the
Scheme Document is accurate or complete or adequate. Any representation to the
contrary is a criminal offence in the United States.

Further details in relation to US investors in HEIT are contained in the
Scheme Document.

Forward-looking statements

This announcement, any oral statements made regarding the Acquisition, and
other information published by HEIT, Foresight BidCo, any member of the Wider
HEIT Group or any member of the Wider BidCo Group contain, or may contain,
statements which are, or may be deemed to be, "forward-looking statements".
Forward-looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and on numerous
assumptions regarding the business strategies and the environment in which
HEIT, Foresight BidCo or any member of the Wider HEIT Group or any member of
the Wider BidCo Group shall operate in the future, and are therefore subject
to risks and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the forward-looking
statements.

The forward-looking statements contained in this announcement include
statements relating to the expected effects of the Acquisition on HEIT,
Foresight BidCo, the Wider HEIT Group and the Wider BidCo Group (including
their future prospects, developments and strategies), the expected timing and
scope of the Acquisition and other statements other than historical facts.
Often, but not always, forward-looking statements can be identified by the use
of forward-looking words such as, without limitation, "anticipate", "target",
"expect", "estimate", "intend", "plan", "forecast", "project", "goal",
"believe", "aim", "will", "may", "hope", "continue", "would", "could" or
"should" or other words of similar meaning or the negative thereof.
Forward-looking statements may include, but are not limited to, statements
relating to the following: (i) future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of HEIT's, Foresight
BidCo's, any member of the Wider HEIT Group's or any member of the Wider BidCo
Group's operations and potential synergies resulting from the Acquisition; and
(iii) the effects of global economic conditions and governmental regulation on
HEIT's, Foresight BidCo's, any member of the Wider HEIT Group's or any member
of the Wider BidCo Group's business.

Although HEIT and Foresight BidCo believe that the expectations reflected in
such forward-looking statements are reasonable, none of HEIT, Foresight BidCo,
any member of the Wider HEIT Group or any member of the Wider BidCo Group can
give any assurance that such expectations will prove to be correct. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future.

There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to: the ability to
complete the Acquisition; the ability to obtain requisite regulatory and
shareholder approvals and the satisfaction of other Conditions on the proposed
terms and timetable; changes in the global and domestic political, economic,
business and competitive environments and in market and regulatory forces,
circumstances or conditions; changes in future exchange and interest rates;
changes in tax law or rates; future business combinations or disposals; and
any epidemic, pandemic or disease outbreak. Other unknown or unpredictable
factors could cause actual results to differ materially from those expected,
estimated or projected in the forward-looking statements. If any one or more
of these risks or uncertainties materialises or if any one or more of the
assumptions proves incorrect, actual results may differ materially from those
expected, estimated or projected. Such forward-looking statements should
therefore be construed in the light of such factors.

Neither HEIT, nor Foresight BidCo, nor any member of the Wider HEIT Group, nor
any member of the Wider BidCo Group nor any of their respective associates or
directors, officers, managers, partners or advisers, provides any
representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this announcement
will actually occur. You are cautioned not to place any reliance on these
forward-looking statements. The forward-looking statements speak only at the
date of this announcement. All subsequent oral or written forward-looking
statements attributable to HEIT, Foresight BidCo, any member of the Wider HEIT
Group or any member of the Wider BidCo Group, or any of their respective
associates, directors, officers, employees or advisers, are expressly
qualified in their entirety by the cautionary statement above.

Other than in accordance with their legal or regulatory obligations, none of
HEIT, Foresight BidCo, any member of the Wider HEIT Group or any member of the
Wider BidCo Group is under any obligation, and HEIT, Foresight BidCo, the
Wider HEIT Group and the Wider BidCo Group expressly disclaim any intention or
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.

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 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(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 pm (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 will
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 Takeover Panel's website at
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.

Website publication and availability of hard copies

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
will be published on the Company's website at
www.heitp.co.uk/investors/heit-offer
(http://www.heitp.co.uk/investors/heit-offer) 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.

In accordance with Rule 30.3 of the Takeover 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, BS99 6ZZ, 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 Acquisition or the Scheme, and
calls may be recorded and monitored for security and training purposes.

HEIT Shareholders and persons with information rights may also request that
all future documents, announcements and information to be sent to them in
relation to the Acquisition should be sent to them in hard copy form, again by
writing to the address set out above or by calling the telephone number above.

Electronic communications

Please be aware that addresses, electronic addresses and certain other
information provided by HEIT Shareholders, persons with information rights and
other relevant persons for the receipt of communications from HEIT may be
provided to Foresight BidCo during the Offer Period as required under Section
4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the
Takeover Code.

Note

References to "Rules" are to the rules of the Takeover Code. The terms
"offeror", "offeree company", "offer period", "interested" (and related
variations), "relevant securities", "deals" (and related variations) and
"acting in concert" all bear the same meanings given to them in the Takeover
Code.

 

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