REG - Harmony Energy Inc. - Recommended Acquisition - Scheme Doc Publication

Harmony Energy Income TrustAnnouncement

06/05/2025 07:00

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RNS Number : 3315H  Harmony Energy Income Trust PLC  06 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 SUCH JURISDICTION.

 

FOR IMMEDIATE RELEASE

 

6 May 2025

 

 

RECOMMENDED CASH ACQUISITION

 

of

 

Harmony Energy Income Trust plc ("HEIT")

 

by

 

PP Bidco Limited ("BidCo")

 

to be implemented by means of a Court-sanctioned scheme of arrangement

under Part 26 of the Companies Act 2006

 

PUBLICATION OF SCHEME DOCUMENT

 

On 16 April 2025, the boards of directors of HEIT and BidCo announced that
they had reached agreement on the terms of a recommended cash acquisition,
pursuant to which BidCo, a newly formed company indirectly and wholly
controlled by two funds within the portfolio of funds managed by Foresight,
will acquire the entire issued and to be issued ordinary share capital of
HEIT. The Acquisition will be effected by means of a scheme of arrangement
under Part 26 of the Companies Act.

Publication of the Scheme Document

HEIT is pleased to announce that a circular relating to the Scheme (the
"Scheme Document") has been published today, setting out, among other things,
a letter from the Chair of HEIT, the full terms and conditions of the Scheme,
an explanatory statement from Panmure Liberum Limited ("Panmure Liberum"), an
expected timetable of principal events, notices of the Court Meeting and the
General Meeting and details of the action to be taken by Scheme Shareholders
and HEIT Shareholders.

 

The Scheme Document will be published on HEIT's website at
www.heitp.co.uk/investors/heit-offer
(https://url.uk.m.mimecastprotect.com/s/t1K6CkZD6s7BEq4SVhBcG52tA?domain=urldefense.com)
and subject to any restrictions relating to persons resident in Restricted
Jurisdictions, hard copies of the Scheme Document (or, depending on a HEIT
Shareholder's communication preference, a letter or email giving details of
the website where the Scheme Document may be accessed) and Forms of Proxy for
the Court Meeting and the General Meeting are being sent to HEIT Shareholders
today, and being sent or made available to other persons with information
rights (for information purposes only).

 

Capitalised terms used in this announcement (the "Announcement") shall, 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 stated otherwise.

 

Summary of the terms of the Acquisition and the Scheme

The Acquisition will be implemented by the acquisition of the Scheme Shares by
BidCo pursuant to a scheme of arrangement between HEIT and the Scheme
Shareholders under Part 26 of the Companies Act.

Under the terms of the Acquisition, which is subject to the satisfaction (or
where applicable, waiver) of the Conditions and to the further terms set out
in the Scheme Document, each Scheme Shareholder at the Scheme Record Time will
be entitled to receive:

for each Scheme Share: 92.4 pence in cash (the "Acquisition Price")

The Acquisition values the entire issued and to be issued ordinary share
capital of HEIT at approximately £209.9 million and the Acquisition Price
represents:

·             a 5 per cent. premium to the Drax Offer of 88.0 per HEIT
Share;

·           a 42 per cent. premium to the Closing Price of 65.2 pence
per HEIT Share on 14 March 2025 (being the last Business Day prior to the
start of the Offer Period);

·            a 94 per cent. premium to the Closing Price of 47.8 pence
per HEIT Share on 29 May 2024 (being the last Business Day prior to the date
of the announcement of HEIT's Asset Sale process); and

·            a 0.02 per cent. premium to the 31 January 2025 unaudited
NAV per HEIT Share of 92.38 pence.

Recommendation

The HEIT Directors, who have been so advised by Panmure Liberum as to the
financial terms of the Acquisition, consider the terms of the Acquisition to
be fair and reasonable. In providing its advice to the HEIT Directors, Panmure
Liberum has taken into account the commercial assessments of the HEIT
Directors. Panmure Liberum is providing independent financial advice to the
HEIT Directors for the purposes of Rule 3 of the Takeover Code.

 

Accordingly, the HEIT Directors believe that the Acquisition (including the
Scheme) is in the best interests of HEIT Shareholders as a whole and
unanimously recommend that the Scheme Shareholders vote in favour of the
Scheme at the Court Meeting and the HEIT Shareholders vote in favour of the
Special Resolution at the General Meeting (or, in the event that the
Acquisition is implemented by way of a Takeover Offer, to accept or procure
acceptance of the Takeover Offer).

 

As announced by HEIT on 16 April 2025, in light of the HEIT Directors'
recommendation of the Acquisition, the HEIT Directors have unanimously
withdrawn their recommendation of the Drax Offer and intend to adjourn the
Drax Offer Shareholder Meetings which are due to be held on 7 May 2025. The
HEIT Directors urge HEIT Shareholders to take no action in relation to the
Drax Offer.

 

Notices of the Court Meeting and General Meeting and action to be taken

The Scheme will require the approval of Scheme Shareholders at the Court
Meeting and HEIT Shareholders at the separate General Meeting, both of which
will be held on 30 May 2025 at 10.00 a.m. and 10.15 a.m. respectively (or, in
the case of the General Meeting, as soon thereafter as the Court Meeting is
concluded or adjourned), at the offices of Gowling WLG (UK) LLP, 4 More London
Riverside, London, SE1 2AU. The Court Meeting is being held with the
permission of the Court to seek the approval of Scheme Shareholders for the
Scheme. The General Meeting is being convened to seek the approval of HEIT
Shareholders to enable the HEIT Directors to implement the Scheme and to amend
the HEIT Articles as described in paragraph 10.3  of the Scheme Document.

 

Notices of the Court Meeting and the General Meeting are set out in Part XI
(Notice of Court Meeting) and Part XII (Notice of General Meeting) of the
Scheme Document, respectively. Entitlement to attend, speak and vote at these
Meetings and the number of votes which may be cast thereat will be determined
by reference to the HEIT Register at the Voting Record Time.

 

IT IS IMPORTANT THAT, FOR THE COURT MEETING IN PARTICULAR, AS MANY VOTES AS
POSSIBLE ARE CAST (WHETHER IN PERSON OR BY PROXY) SO THAT THE COURT MAY BE
SATISFIED THAT THERE IS A FAIR REPRESENTATION OF SCHEME SHAREHOLDER OPINION.
WHETHER OR NOT YOU INTEND TO ATTEND THE MEETINGS, YOU ARE THEREFORE STRONGLY
ENCOURAGED TO SIGN AND RETURN YOUR FORMS OF PROXY BY POST OR APPOINT A PROXY
ELECTRONICALLY ONLINE AT WWW.INVESTORCENTRE.CO.UK/EPROXY
(http://WWW.INVESTORCENTRE.CO.UK/EPROXY) , THROUGH CREST OR (FOR INSTITUTIONAL
INVESTORS) VIA THE PROXYMITY PLATFORM AS SOON AS POSSIBLE, BUT IN ANY EVENT SO
AS TO BE RECEIVED BY COMPUTERSHARE NOT LATER THAN 10.00 A.M. ON 28 MAY 2025 IN
THE CASE OF THE COURT MEETING AND NOT LATER THAN 10.15 A.M. ON 28 MAY 2025 IN
THE CASE OF THE GENERAL MEETING OR, IN THE CASE OF ANY ADJOURNMENT, NOT LATER
THAN 48 HOURS BEFORE THE TIME FIXED FOR THE ADJOURNED MEETING (EXCLUDING ANY
PART OF SUCH 48 HOUR PERIOD FALLING ON A NON-WORKING DAY).

Timetable

The Scheme Document contains an expected timetable of principal events
relating to the Scheme, which is also set out in the Appendix to this
Announcement. Subject to obtaining the approval of the requisite majority of
eligible Scheme Shareholders at the Court Meeting, the requisite majority of
HEIT Shareholder at the General Meeting and the satisfaction or waiver of the
other Conditions set out in the Scheme Document, including the sanctioning of
the Scheme by the Court, it is currently expected that the Effective Date will
be 17 June 2025.

 

Cancellation of admission to trading of HEIT Shares

The last day of dealings in HEIT Shares for normal settlement on the London
Stock Exchange's main market for listed securities is expected to be the
Business Day immediately prior to the Court Sanction Hearing, and the last day
for registration of transfers of HEIT Shares (other than the registration of
the transfer of the Scheme Shares to BidCo pursuant to the Scheme) is expected
to be the Business Day immediately prior to the Effective Date, following
which all HEIT Shares will be suspended from trading on the specialist fund
segment of the London Stock Exchange's main market for listed securities.

 

Prior to the Scheme becoming Effective, HEIT will apply for the cancellation
of the admission to trading of the HEIT Shares on the specialist fund segment
of the London Stock Exchange's main market for listed securities. It is
expected that such cancellation of admission to trading will take effect on
the first Business Day after the Effective Date or shortly thereafter.

 

Information for HEIT Shareholders

In accordance with Rule 26.1 of the Takeover Code, a copy of this
Announcement, the Scheme Document and the documents required to be published
under Rule 26 of the Takeover Code are or 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/heit-offer
(https://url.uk.m.mimecastprotect.com/s/t1K6CkZD6s7BEq4SVhBcG52tA?domain=urldefense.com)
and on BidCo's website at www.foresight.group/heit
(http://www.foresight.group/heit) 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 these websites nor any
website accessible from hyperlinks is incorporated into or forms part of this
Announcement or the Scheme Document.

 

For information purposes only, the Scheme Document will also be sent, or made
available to, persons with information rights.

 

A copy of the Scheme Document will also be submitted to the National Storage
Mechanism, where it will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

Shareholder Helpline

If you have any questions about this Announcement, the Scheme Document, the
Court Meeting or the General Meeting, or are in any doubt as to how to submit
your proxies electronically online at www.investorcentre.co.uk/eproxy
(http://www.investorcentre.co.uk/eproxy) , through CREST or (for institutional
investors) via the Proxymity platform or to complete the Forms of Proxy,
please call HEIT's registrar, Computershare, on +44 (0) 370 703 6003. Lines
are open from 8.30 a.m. to 5.30 p.m., Monday to Friday (excluding public
holidays in England and Wales). Calls are charged at the standard geographic
rate and will vary by provider. Calls outside the United Kingdom will be
charged at the applicable international rate. Please note that Computershare
cannot provide any financial, legal or tax advice, or provide advice on the
merits of the Acquisition or the Scheme, and calls may be recorded and
monitored for security and training purposes.

 

 

 

 

 

 

 

Enquiries:

 

 Foresight
 Richard Thompson                                                              +44 20 3667 8100

 Ben Williams

 Anouska Morjaria

 Matt Hammond

 H-Advisors Maitland (PR Advisers to BidCo and Foresight)
 Sam Turvey                                                                    +44 782 783 6246

 Genevieve Ryan                                                                +44 781 710 5562

 Daisy Padovan                                                                 +44 782 586 1759

 Sam Cartwright                                                                +44 782 725 4561

 RBC Capital Markets (Financial Adviser to BidCo and Foresight)
 Mark Rushton/ Ross Board/ Matthew Coakes/ Samuel Jackson                      +44 20 7653 4000

 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

 

Gowling WLG (UK) LLP is retained as legal adviser to HEIT. Ashurst LLP is
retained as legal adviser to Foresight and BidCo.

 

 

 

 

 

 

 

 

Appendix

Expected timetable of principal events

 

 Event                                                                           Time and/or date(1)
 Publication of the Scheme Document                                              6 May 2025
 Latest time for lodging Forms of Proxy or submitting proxy instructions online
 at www.investorcentre.co.uk/eproxy (http://www.investorcentre.co.uk/eproxy) ,
 through CREST or (for institutional investors) via the Proxymity platform for
 the:
 Court Meeting (blue form)                                                       10.00 a.m. on 28 May 2025(2)
 General Meeting (white form)                                                    10.15 a.m. on 28 May 2025(3)
 Voting Record Time for the Court Meeting and the General Meeting                6.30 p.m. on 28 May 2025(4)
 Court Meeting                                                                   10.00 a.m. on 30 May 2025
 General Meeting                                                                 10.15 a.m. on 30 May 2025(5)
 The following dates and times associated with the Scheme are indicative only
 and are subject to change.(1)
 Event                                                                           Time and/or date(1)
 Last day of dealings in HEIT Shares for normal settlement                       12 June 2025
 Court Sanction Hearing                                                          13 June 2025
 Last day for the registration of transfers of HEIT Shares                       16 June 2025
 Scheme Record Time                                                              6.00 p.m. on 16 June 2025
 Disablement in CREST of HEIT Shares                                             6.00 p.m. on 16 June 2025
 Suspension of dealings in HEIT Shares                                           7.30 a.m. on 17 June 2025
 Effective Date of the Scheme                                                    17 June 2025
 Cancellation of trading of HEIT Shares on the specialist fund segment of the    By 8.00 a.m. on 18 June 2025
 London Stock Exchange's main market for listed securities
 Latest date for despatch of cheques, making of electronic payments and          Within 14 days of the Effective Date
 crediting of CREST accounts for cash consideration due under the Acquisition
 Long-Stop Date((6))                                                             30 September 2025

Notes:

1 The dates and times given are indicative only and are based on current
expectations and are subject to change. References to times are to London,
United Kingdom time unless otherwise stated. If any of the times and/or dates
above change, the revised times and/or dates will be notified to HEIT
Shareholders by announcement through a Regulatory Information Service.

2 It is requested that blue Forms of Proxy for the Court Meeting be lodged by
10.00 a.m. on 28 May 2025 or, if the Court Meeting is adjourned, by no later
than 48 hours prior to the time fixed for the adjourned Court Meeting
(excluding any part of such 48 hour period falling on a non-working day in the
UK). Blue Forms of Proxy not so lodged can be handed to the Chair of the Court
Meeting (or Computershare on the Chair's behalf) at the start of the Court
Meeting or any adjournment thereof.

3 In order to be valid, white Forms of Proxy for the General Meeting must be
received by Computershare by 10.15 a.m. on 28 May 2025 or, if the General
Meeting is adjourned, 48 hours prior to the time appointed for the adjourned
General Meeting (excluding any part of such 48 hour period falling on a
non-working day in the UK). If the white Form of Proxy is not lodged by the
relevant time, it will be invalid.

4 If either the Court Meeting or the General Meeting is adjourned, the Voting
Record Time for the relevant adjourned Meeting will be 6.30 p.m. on the day
which is two Business Days prior to the date of the adjourned Meeting.

5 Or as soon thereafter as the Court Meeting concludes or is adjourned.

6 This is the latest date by which the Scheme may become Effective. However,
the Long-Stop Date may be extended to such later date: (i) as may be agreed in
writing by BidCo and HEIT (with the Panel's consent if required and (if
required) as the Court may allow); or (ii) at the direction of the Panel under
the Note on Section 3 of Appendix 7 to the Takeover Code.

 

Important notices

Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated
in the United Kingdom by the FCA, is acting as financial adviser, Rule 3
adviser and joint broker exclusively to HEIT and no-one else in connection
with the matters described in this Announcement and the Scheme Document and
will not regard any other person as its client in respect thereof or be
responsible to anyone other than HEIT for providing the protections afforded
to clients of Panmure Liberum or its affiliates nor for providing advice in
connection with any matter referred to in this Announcement or the Scheme
Document. 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 or its
affiliates in connection with this Announcement, the Scheme Document, any
statement contained herein or therein, the Acquisition, the Scheme or
otherwise. No representation or warranty, express or implied, is made by
Panmure Liberum as to the contents of this Announcement or the Scheme
Document.

 

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated
in the United Kingdom by the FCA, is acting as joint broker exclusively to
HEIT and no-one else in connection with the matters described in this
Announcement and the Scheme Document and will not regard any other person as
its client in respect thereof or be responsible to anyone other than HEIT for
providing the protections afforded to clients of Stifel or its affiliates nor
for providing advice in connection with any matter referred to in this
Announcement or the Scheme Document. 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 or its
affiliates in connection with this Announcement, the Scheme Document, any
statement contained herein, the Acquisition, the Scheme or otherwise. No
representation or warranty, express or implied, is made by Stifel as to the
contents of this Announcement or the Scheme Document.

 

RBC Europe Limited (trading as RBC Capital Markets) ("RBC"), which is
authorised in the United Kingdom by the PRA and regulated in the United
Kingdom by the FCA and the PRA, is acting as financial adviser exclusively to
BidCo and Foresight and no-one else in connection with the matters described
in this Announcement and the Scheme Document and will not regard any other
person as its client in respect thereof or be responsible to anyone other than
BidCo and Foresight for providing the protections afforded to clients of RBC
or its affiliates nor for providing advice in connection with any matter
referred to in this Announcement or the Scheme Document . Neither RBC 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 RBC
or its affiliates in connection with this Announcement, the Scheme Document,
any statement contained herein, the Acquisition, the Scheme or otherwise. No
representation or warranty, express or implied, is made by RBC as to the
contents of this Announcement or the Scheme Document.

 

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.

 

The Acquisition shall be made solely by means of the Scheme Document (or, if
the Acquisition is implemented by way of a Takeover Offer, any document by
which the Takeover Offer is made) which, together with the Forms of Proxy (or
forms of acceptance, if applicable), contains (or will contain) the full terms
and conditions of the Acquisition, including details of how to vote in respect
of the resolutions proposed in connection with the Acquisition. Any vote,
approval, decision in respect of, or other response to, the Acquisition should
be made only on the basis of the information contained in the Scheme Document
(or if the Acquisition is to be implemented by way of a Takeover Offer, the
offer document). HEIT and BidCo urge HEIT Shareholders to read the Scheme
Document carefully because it contains important information relating to the
Acquisition.

 

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 is an advertisement and does not constitute a prospectus or
a prospectus equivalent document.

 

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 independent financial adviser duly
authorised under FSMA if you are resident in the United Kingdom or, if not,
from another appropriately authorised independent financial adviser.

 

Overseas Shareholders

This Announcement and the accompanying documents have 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 or the
Scheme Document 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 and/or any
accompanying documents (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, and the ability of
persons who are not resident in the United Kingdom to vote their Scheme Shares
or HEIT Shares (as applicable) with respect to the Scheme at the Court Meeting
and/or with respect to the Special Resolution at the General Meeting, or to
appoint another person as proxy to vote at the Court Meeting and/or the
General Meeting on their behalf, may be affected by the laws of the relevant
jurisdictions in which they are located. 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.

 

Neither this Announcement nor any of the accompanying documents do, or are
intended to, constitute or form part of any offer or invitation to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of, any securities
or the solicitation of any vote or approval pursuant to the Acquisition or
otherwise, in any jurisdiction in which such offer, invitation or solicitation
is unlawful.

 

Unless otherwise determined by 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 and all documents
relating to the Acquisition 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 and all such documents
relating to the Acquisition (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 this Announcement and 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, 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 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 BidCo are each incorporated under the laws of England. Some or all of
the officers and directors of BidCo and HEIT, respectively, are residents of
countries other than the United States. In addition, some or all of the assets
of 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), 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 and the Scheme Document (including information incorporated
by reference into the Scheme Document), any oral statements made regarding the
Acquisition, and other information published by HEIT, 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, 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 and the Scheme
Document include statements relating to the expected effects of the
Acquisition on HEIT, 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,
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, BidCo's, any member of the Wider HEIT Group's or any member of the
Wider BidCo Group's business.

 

Although HEIT and BidCo believe that the expectations reflected in such
forward-looking statements are reasonable, none of HEIT, 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 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
and the Scheme Document 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 and the Scheme
Document. All subsequent oral or written forward-looking statements
attributable to HEIT, 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, BidCo, any member of the Wider HEIT Group or any member of the Wider
BidCo Group is under any obligation, and HEIT, 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.

 

No profit forecasts, profit estimates or quantified financial benefits
statements

No statement in this Announcement or the Scheme Document, or incorporated by
reference into the Scheme Document, is intended to constitute a profit
forecast, profit estimate or quantified financial benefits statement for any
period and no statement in this Announcement or the Scheme Document should be
interpreted to mean that earnings or earnings per share for HEIT, BidCo or any
member of the Wider BidCo Group, as appropriate, for the current or future
financial years would necessarily match or exceed the historical published
earnings or earnings per share for HEIT, BidCo or any member of the Wider
BidCo Group, as appropriate.

 

Right to switch to Takeover Offer

BidCo reserves the right to elect to implement the Acquisition by way of a
Takeover Offer as an alternative to the Scheme (subject to the Panel's consent
and in compliance with the Takeover Code).

 

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover 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 Takeover 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 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 Panel's website at
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.

 

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 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.

 

Publication on website and availability of hard copies

In accordance with Rule 26.1 of the Takeover Code, a copy of this
Announcement, the Scheme Document and the documents required to be published
under Rule 26 of the Takeover Code are or 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/heit-offer
(https://url.uk.m.mimecastprotect.com/s/t1K6CkZD6s7BEq4SVhBcG52tA?domain=urldefense.com)
and on BidCo's website at www.foresight.group/heit
(http://www.foresight.group/heit) by no later than 12 noon (London time) on 7
May 2025. For the avoidance of doubt, the contents of these websites are not
incorporated into and do not form part of this Announcement or the Scheme
Document.

 

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
or the Scheme Document (and any information incorporated into the Scheme
Document by reference to another source) 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.

 

Rounding

Certain figures included in this Announcement and Scheme Document have been
subjected to rounding adjustments. Accordingly, figures shown for the same
category presented in different tables or paragraphs may vary slightly and
figures shown as totals in certain tables may not be an exact arithmetic
aggregation of figures that precede them.

 

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Code, HEIT confirms that as at the date of
this announcement, it has in issue and admitted to trading on the main market
of the London Stock Exchange 227,128,295 ordinary shares of £0.01 each
(excluding any shares held in treasury). Accordingly, the total number of
voting rights in HEIT is 227,128,295. The International Securities
Identification Number (ISIN) of the ordinary shares is GB00BLNNFY18.

 

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