REG - EDF Energy Customers Pod Point Group Hdgs - Recommended Offer for Pod Point Group Holdings PLC
12/06/2025 07:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250612:nRSL5582Ma&default-theme=true
RNS Number : 5582M EDF Energy Customers Limited 12 June 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
This announcement contains inside information
FOR IMMEDIATE RELEASE
12 June 2025
RECOMMENDED CASH ACQUISITION
OF
Pod point Group Holdings PLC ("Pod Point")
BY
edf ENERGY CUSTOMERS Limited ("EDF")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Summary
· The board of EDF and the Independent Pod Point Directors are pleased to
announce that they have reached agreement on the terms of a recommended cash
acquisition of the entire issued and to be issued ordinary share capital of
Pod Point other than the Pod Point Shares already held by EDF (the
"Acquisition"). As at the Latest Practicable Date, EDF held approximately 53
per cent. of the issued share capital of Pod Point.
· It is intended that the Acquisition be implemented by way of a court
sanctioned scheme of arrangement under Part 26 of the Companies Act.
Acquisition terms
· Under the terms of the Acquisition, Pod Point Shareholders will be entitled to
receive:
For each Pod Point Share held: 6.5 pence in cash
· The Acquisition values the share capital of Pod Point at approximately £10.6
million on a fully diluted basis.
· The cash value of the offer represents a premium of approximately 24 per cent.
to the Closing Price of 5.24 pence per Pod Point Share on 23 April 2025, being
the last trading day prior to the commencement of the Offer Period.
· If, on or after the date of this Announcement and on or prior to the Effective
Date, any dividend and/or other distribution and/or return of capital is
authorised, announced, declared, made or paid or becomes payable in respect of
Pod Point Shares, EDF reserves the right to reduce the cash consideration
payable under the Acquisition by an amount equal to all or part of any such
dividend and/or other distribution and/or return of capital, in which case Pod
Point Shareholders would be entitled to receive and retain any such dividend
and/or other distribution and/or return of capital.
Background to and reasons for the Acquisition
· EDF has a long-standing commitment to supporting the UK's transition to net
zero and has identified the decarbonisation of transport as a strategic
priority. EVs will play a central role in this transition and the provision of
reliable, accessible, and smart charging infrastructure is essential to
accelerating EV adoption across the UK.
· Pod Point is one of the UK's leading providers of EV charging solutions, with
a well-established brand, broad customer base, and nationwide footprint with
strong commercial relationships with leading OEMs, housebuilders, leasing and
fleet companies. EDF views EV charging as an integral component of its broader
vision for the future of energy services. EDF recognises Pod Point's strength
in the EV market, and is supportive of Pod Point's new "Pod Drive" consumer
proposition and broader charging solutions strategy, recognising that the
success of this strategy still needs to be proven.
· Since its initial investment in 2020, EDF has consistently provided both
financial and operational support to Pod Point. This includes supporting the
business through the challenges of the COVID-19 pandemic, facilitating
investment in product development and charger footprint, and working closely
with Pod Point's management ahead of its IPO and listing on the London Stock
Exchange in 2021. Following Pod Point's IPO, EDF continued to provide support
as the company's majority shareholder, actively supporting its long-term
growth ambitions to ensure continued access to resources and expertise from
within the Wider EDF Group
· EDF has long recognised the potential for value creation stemming from
cooperation between Pod Point and EDF. EV charging companies have struggled in
the public markets, and since IPO, Pod Point has not performed in line with
EDF's expectations given the difficult market conditions.
· An independent Pod Point would require substantial third party financing,
which would be highly challenging to obtain given current market conditions.
Absent such further financing, Pod Point faces liquidity pressures and it is
therefore clear that Pod Point requires a sustainable long term solution that
eliminates the risk of financial distress.
· EDF believes that Pod Point will be better positioned to pursue its long-term
strategic goals as a wholly-owned subsidiary, free from the short-term demands
of public equity markets and able to benefit from long-term funding
commitments and EDF capabilities in Flex, Public Charging and home energy
management.
· By acquiring the Pod Point Shares that it does not already own, EDF will be
able to provide Pod Point with long-term stability and enhanced operational
support as part of the broader EDF Group. This will enable Pod Point to
continue investing in charging products, technological innovation, and leading
customer service, while accelerating progress towards the UK's decarbonisation
targets.
· EDF believes that full ownership of Pod Point will also facilitate closer
integration with its wider UK energy activities, enabling synergies across
residential, commercial, grid flexibility and public charging infrastructure,
as well as unlocking opportunities to optimise EV charging with low-carbon and
renewable electricity supply.
· EDF brings a strong track record as a leading energy company with global
expertise in low-carbon generation, infrastructure investment, and customer
energy solutions. Its scale, financial strength, and technical capabilities
make it the ideal partner to support infrastructure projects such as EV
charging networks and the auxiliary services that complement the sector. In
addition, EDF's innovative leadership in sustainable projects and grid
decarbonisation showcases its ability to act as a highly complementary and
stable long-term partner for Pod Point as it seeks to accelerate the provision
of charging services in order to support the energy transition across the UK.
· As such, EDF considers the offer to be highly attractive to Pod Point's
shareholders and delivers the certainty to realise their investment in cash
today, in contrast to the material risk and uncertainty associated with
securing third party financing for and executing Pod Point's current strategy
as a listed company.
Background to and reasons for the recommendation
· Pod Point has grown rapidly since its foundation and is a leading brand charge
point operator with the largest retail network of over 250,000 charging points
in the UK. More recently the Pod Point Group has expanded its international
operations launching in Spain. As the market has continued to grow and mature,
the Pod Point Group has refined its proposition by entering into the UK's new
"Energy Flex" markets in 2023.
· However, Pod Point has been consistently cash flow negative throughout its
history and as such has been reliant on grant funding and the financial
support from EDF as its largest shareholder to execute its business strategy
to date.
· Despite core strengths of scale, brand, trusted customer relationships, energy
flex capabilities and multiple routes to market, the slower-than-expected
adoption of EVs, increased competition and the rise of alternative
distribution channels has meant that the Pod Point Group has made slower than
expected progress towards profitability and net cash generation.
· In response, Pod Point has re-branded as "Pod" to provide a platform for a
broader range of products over time and has adapted its customer proposition
from selling stand-alone charge points to offering a monthly
subscription-based charging service, that includes the charger, installation,
maintenance, warranty and miles via its "Pod Drive" proposition, which
leverages the value of Pod's participation in the Energy Flex markets.
· This is expected to substantially increase the scope and attractiveness of Pod
- and EV adoption - for drivers, generating recurring revenue to place the
business on a sustainable footing.
· The Independent Pod Point Directors have a high degree of conviction in the
revised strategy, capabilities and potential of Pod Point as a standalone
company, but recognise that the Pod Point Group's capital requirement has been
exacerbated by the strategic pivot in its business model which requires
additional capital to fund the up-front working capital investment.
· In February 2025, Pod Point engaged Panmure Liberum to assist in examining a
range of strategic and financing options in order to optimise Pod Point's
capital structure as Pod Point seeks to pivot to the aforementioned
subscription-based and service-led business model.
· Pod Point was not able to obtain the funding required to provide long-term
security for the operations of the business and to secure the interests of the
wider stakeholders of the Pod Point Group prior to the approach from EDF in
connection with the Acquisition.
· In the absence of the Acquisition, or any alternative funding or strategic
options, Pod Point will need to consider, and may be required to take
immediate steps to implement, alternatives which seek to protect the interests
of its creditors, including financial creditors, commercial counterparties and
employees. There can be no guarantee that Pod Point would be able to implement
appropriate alternatives in the available timeframe and, in that case, Pod
Point would face an uncertain financial future.
· The Independent Pod Point Directors believe that there is no present viable
alternative likely to produce more value for Pod Point Shareholders than would
be available through the Acquisition, and further that the Acquisition
represents the only realistic prospect at this time of allowing Pod Point to
continue as a going concern.
· Accordingly, the Independent Pod Point Directors intend to unanimously
recommend the Acquisition.
Recommendation
· The Independent Pod Point Directors 1 , 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 advice to the
Independent Pod Point Directors, Panmure Liberum have taken into account the
commercial assessments of the Independent Pod Point Directors. Panmure Liberum
is providing independent financial advice to the Independent Pod Point
Directors for the purposes of Rule 3 of the Takeover Code.
· Accordingly, the Independent Pod Point Directors intend to recommend
unanimously that Pod Point Shareholders vote (or procure votes) in favour of
the Scheme at the Court Meeting and the Pod Point Resolution(s) at the General
Meeting (or in the event that the Acquisition is implemented by Takeover
Offer, to accept or procure acceptance of such offer) as the Independent Pod
Point Directors who hold Pod Point Shares have irrevocably undertaken to do
(or procure to be done) in respect of their own beneficial holdings of 687,000
Pod Point Shares in total, representing in aggregate approximately 0.4 per
cent. of Pod Point's issued ordinary share capital as at the Latest
Practicable Date.
Irrevocable undertakings and letter of intent
· EDF has also received irrevocable undertakings in respect of 21,916,721 Pod
Point Shares to vote (or procure votes) in favour of the Scheme at the Court
Meeting and the Pod Point Resolution(s) at the General Meeting (or in the
event that the Acquisition is implemented by Takeover Offer, to accept or
procure acceptance of such offer) from the Legal & General Entities
representing, in aggregate, approximately 14.0 per cent. of Pod Point's issued
ordinary share capital as at the Latest Practicable Date.
· In addition, EDF has also received a non-binding letter of intent from
Schroder Investment Management Limited to vote (or procure votes) in favour of
the Scheme at the Court Meeting and the Pod Point Resolutions at the General
Meeting (or in the event that the Acquisition is implemented by Takeover
Offer, to accept or procure acceptance of such offer) in respect of, in
aggregate, 6,157,321 Pod Point Shares, representing approximately 3.9 per
cent. of the ordinary share capital of Pod Point in issue as at the Latest
Practicable Date.
· EDF has therefore received irrevocable undertakings and a letter of intent in
respect of a total of 28,761,042 Pod Point Shares representing, in aggregate,
approximately 18.3 per cent. of Pod Point's entire issued ordinary share
capital as at the Latest Practicable Date.
· Further details of these, and the Independent Pod Point Directors',
irrevocable undertakings and letter of intent, including the circumstances in
which they may lapse, are set out in paragraph 5 of this Announcement and in
Appendix 3 to this Announcement.
Information relating to EDF
· EDF supports the UK in achieving its net zero ambitions by leading the
transition to a cleaner, low emission, electric future and tackling climate
change. It is the UK's largest producer of zero carbon electricity and
supplies millions of customers with electricity and gas.
· EDF supports its business and retail customers on their journey to sustainable
energy in areas such as EVs, electricity generation and storage, sale of
excess energy and solar panels and heat pump installation. EDF is one of the
largest electricity suppliers to British business and a leading supplier of
innovative energy solutions that are helping businesses become more energy
independent. In addition, the company's energy services business, Dalkia, is
one of the largest technical service providers in the UK and Ireland.
· EDF is a private limited liability company incorporated in England and Wales
and is an indirectly wholly owned subsidiary of EDF S.A.. EDF S.A. Group is
the world's largest electricity generator. In the UK, EDF employs around
14,000 people at locations across England, Scotland, Wales and Northern
Ireland.
Information relating to Pod Point
· Pod Point is a pioneer in the EV charging industry, having launched in 2009
and since demonstrated a consistent track record of innovation in both the EV
charging space and more recently in Energy Flex, becoming the first EV
charging company to access both the wholesale and capacity markets.
· Pod Point is one of the leading providers of EV charging solutions in the UK,
with a network of over 250,000 chargers, a highly regarded consumer brand and
a broad set of deep commercial relationships with OEMs, housebuilders and
leasing and fleet companies. Pod Point has recently launched a unique
consumer offer, "Pod Drive", a subscription-based proposition that provides
consumers with cost savings, convenience and choice. "Pod Drive" introduces
the operating model of "home charging as a service".
· Pod Point is listed on the main market of the London Stock Exchange, employs
335 people (excluding non-executive directors, contractors and through the
"Omnipresent" platform) and is headquartered in London. Pod Point's shares
have been suspended from listing and trading since 1 May 2025. Pod Point
anticipates that the suspension will be lifted once the annual report and
accounts for the financial year ended 31 December 2024 are published.
Timetable and Conditions
· It is intended that the Acquisition will be implemented by way of a
court-sanctioned scheme of arrangement under Part 26 of the Companies Act.
However, EDF reserves the right to elect to implement the Acquisition by way
of a Takeover Offer, subject to the consent of the Panel and the terms of the
Cooperation Agreement.
· The terms of the Scheme will be put to Scheme Shareholders at the Court
Meeting and Pod Point Shareholders at the General Meeting. The Court Meeting
and the General Meeting are required to enable Pod Point Shareholders to
consider and, if thought fit, vote in favour of the Scheme and the Pod Point
Resolution(s) to implement the Scheme. In order to become Effective, the
Scheme must be approved by a majority in number of the Scheme Shareholders
present and voting and entitled to vote at the Court Meeting, either in person
or by proxy, representing at least 75 per cent. in value of the Scheme Shares
voted by such Scheme Shareholders. In addition, the approval of the Pod Point
Resolution(s) by the requisite majority of Pod Point Shareholders at the
General Meeting (expected to be held immediately after the Court Meeting) is
also required for the implementation of the Scheme. The Pod Point
Resolution(s) will include a special resolution which must be passed by Pod
Point Shareholders representing not less than 75 per cent. of the votes cast
at the General Meeting, either in person or by proxy. The sanction of the
Scheme by the Court is also required (with or without modification (but
subject to such modification being acceptable to EDF and Pod Point)). Finally,
a copy of the Court Order must be delivered to the Registrar of Companies,
upon which the Scheme will become Effective.
· The Acquisition is also conditional upon no member of the Wider Pod Point
Group taking steps or having steps taken against them for their winding-up or
for the commencement of any other insolvency related process (except where the
steps or corporate action have been taken, or legal proceedings commenced or
threatened by, any member of the Wider EDF Group).
· The Acquisition will be made in accordance with the Takeover Code and on the
terms and subject to the Conditions which are set out in Appendix 1 to this
Announcement and on the further terms and conditions that will be set out in
the Scheme Document.
· It is expected that the Scheme Document, containing further information about
the Acquisition and notices of the Court Meeting and the General Meeting, and
which will be accompanied by the Forms of Proxy, will be published as soon as
reasonably practicable, and in any event within 28 days of this Announcement
(or such later date as the Panel may agree and, if required, the Court may
approve). The Scheme Document will specify the actions to be taken by Pod
Point Shareholders and will contain an expected timetable for the
implementation of the Scheme.
· The Scheme is expected to become Effective in Q3 2025, subject to the
satisfaction or, where permitted, waiver of the Conditions set out in Appendix
1 to this Announcement. An expected timetable of key events relating to the
Acquisition will be set out in the Scheme Document.
Commenting on the Acquisition, Philippe Commaret, Managing Director of EDF
said:
"EDF has a long-standing commitment to electric vehicles and a strong customer
offering with one of the most competitive EV tariffs in the market. We aim to
strengthen our leading position in EV charging, including through Pod Point.
Our offer for Pod Point will allow it to benefit from long-term stability and
enhanced operational support providing greater certainty for its customers. We
look forward to Pod Point being a full member of the Wider EDF Group.
Electric vehicles offer consumers the chance to save money and carbon.
Electrification of transport, heat and industrial processes strengthens
Britain's energy security and protects consumers from volatile fossil fuel
prices."
Commenting on the Acquisition, Andy Palmer, Chair of Pod Point, said:
"After much careful deliberation and active engagement with EDF, the Board has
determined that this offer represents the best value for all Pod Point
shareholders, employees and other stakeholders. As a good strategic fit within
the EDF Group, we believe it puts Pod Point on the road to a long-term,
sustainable future, to the wider benefit of all its stakeholders."
This summary should be read in conjunction with, and is subject to, the full
text of this Announcement and its Appendices. The Acquisition will be subject
to the Conditions and further terms set out in Appendix 1 to this Announcement
and to the full terms and conditions which will be set out in the Scheme
Document. Appendix 2 to this Announcement contains the sources of information
and bases of calculations of certain information contained in this
Announcement. Appendix 3 contains a summary of the irrevocable undertakings
and letter of intent received by EDF in relation to this Acquisition. Appendix
4 contains definitions of certain expressions used in this Announcement.
Enquiries:
EDF +44 (0) 1452 652 233 / media@edfenergy.com
EDF Media Team
Barclays Bank PLC (Financial Adviser to EDF) +44 (0) 20 7623 2323
Iain Smedley
Adrian Beidas
Neal West
Ghislain De Brondeau
Akshay Majithia
Pod Point +44 (0) 20 3100 2000
Melanie Lane, Chief Executive Officer
Michael Jay, Acting Chief Financial Officer
Phil Clark, Investor Relations
Panmure Liberum (Sole Financial Adviser, Sole Rule 3 Adviser and Joint +44 (0) 20 3100 2000
Corporate Broker to Pod Point)
Stephen Jones
Tim Medak
Edward Mansfield
Amrit Mahbubani
Canaccord Genuity (Joint Corporate Broker to Pod Point) +44 (0) 20 7523 8150
Bobbie Hilliam
Harry Pardoe
Teneo (Media) +44 (0) 20 7353 4200
Matt Low
Arthur Rogers
Clifford Chance LLP is acting as legal adviser to EDF.
Freshfields LLP is acting as legal adviser to Pod Point.
Important notices about financial advisers
Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is
authorised by the Prudential Regulation Authority and regulated in the United
Kingdom by the Financial Conduct Authority and the Prudential Regulation
Authority, is acting exclusively for EDF and no‑one else in connection with
the matters referred to in this Announcement and will not be responsible to
anyone other than EDF for providing the protections afforded to clients of
Barclays nor for providing advice in relation to the matters set out in or
referred to in this Announcement.
In accordance with the Takeover Code, normal United Kingdom market practice
and Rule 14e-5(b) of the US Exchange Act, Barclays and its affiliates will
continue to act as exempt principal trader in Pod Point securities on the
London Stock Exchange. These purchases and activities by exempt principal
traders which are required to be made public in the United Kingdom pursuant to
the Takeover Code will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website at
www.londonstockexchange.com.
Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated
by the Financial Conduct Authority in the United Kingdom, is acting
exclusively as Sole Financial Adviser, Sole Rule 3 Adviser and Joint Corporate
Broker to Pod Point and no one else in connection with the Acquisition and the
matters and arrangements set out in this announcement. Panmure Liberum will
not regard any other person as its client in relation to the Acquisition or
any other matter or arrangement set out in this announcement and will not be
responsible to anyone other than Pod Point for providing the protections
afforded to clients of Panmure Liberum, nor for providing advice in relation
to the Acquisition 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 the Acquisition, 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.
Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Pod Point and for no-one else in connection with the matters
referred to in this Announcement and will not be responsible to any person
other than Pod Point for providing the protections afforded to clients of
Canaccord Genuity, nor for providing advice in relation to the matters
referred to herein. Neither Canaccord Genuity nor any of its affiliates (nor
any of its or their respective directors, officers, employees, representatives
or agents) owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Canaccord Genuity in
connection with the matters referred to in this Announcement, or otherwise.
Inside Information
This Announcement contains inside information as stipulated under the
assimilated Regulation (EU) No. 596/2014 as it forms part of UK law by virtue
of the European Union (Withdrawal) Act 2018, as amended. Upon the publication
of this announcement via a Regulatory Information Service, this inside
information will be considered to be in the public domain.
The person responsible for making this Announcement on behalf of Pod Point is
Anita Guernari, Company Secretary.
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 a 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, solicitation, sale issuance or exchange is unlawful.
The Acquisition will be made solely by means of the Scheme Document (or any
other document by which the Acquisition is made) which will contain the full
terms and conditions of the Acquisition, including details of how to vote in
respect of the Scheme. Any 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 any other document by which the Acquisition is made).
Pod Point will prepare the Scheme Document to be distributed to Pod Point
Shareholders at no cost to them. Pod Point and EDF urge Pod Point Shareholders
to read the Scheme Document when it becomes available because it will contain
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
publication of this Announcement shall not give rise to any implication that
there has been no change in the facts set forth in this Announcement since
such date.
This Announcement does not constitute a prospectus or prospectus equivalent
document.
Overseas jurisdictions
The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom, and the availability of the Acquisition to Pod
Point Shareholders who are not resident in the United Kingdom, may be
restricted by the laws of those jurisdictions and therefore persons into whose
possession this Announcement comes should inform themselves about and observe
such restrictions. Further details in relation to the Overseas Shareholders
will be contained in the Scheme Document. Any failure to comply with any such
restrictions may constitute a violation of the securities laws 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 EDF 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 a Restricted 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 a Restricted
Jurisdiction, and persons receiving this Announcement and all documents
relating to the Acquisition (including custodians, nominees and trustees) must
not mail or otherwise distribute or send them in, into or from such Restricted
Jurisdiction. If the Acquisition is implemented by way of Takeover Offer
(unless otherwise permitted by applicable law or regulation), the Takeover
Offer may not be made, directly or indirectly, in or into or by use of the
mails or any other means or instrumentality (including, without limitation,
facsimile, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the Takeover
Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities or from within any Restricted Jurisdiction.
This Announcement has been prepared in connection with proposals in relation
to a scheme of arrangement pursuant to and for the purpose of complying with
English law and the Takeover Code and 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 jurisdictions outside the United
Kingdom. Nothing in this Announcement should be relied on for any other
purpose.
The Acquisition shall be subject to the applicable requirements of the
Takeover Code, the Panel, the UK Listing Rules, the London Stock Exchange and
the Financial Conduct Authority.
Additional information for US investors
The Acquisition relates to the shares of an English company and is being made
by means of a scheme of arrangement provided for under English company law. 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 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.
If, in the future, EDF exercises its right to implement the Acquisition by way
of a Takeover Offer, which is to be made into the US, such Takeover Offer will
be made in compliance with the applicable US laws and regulations, including
Section 14(e) and Regulation 14E under the US Exchange Act. Such a Takeover
Offer would be made in the US by EDF and no one else.
In the event that the Acquisition is implemented by way of Takeover Offer, in
compliance with applicable UK laws, EDF, its dealer manager (and their
advisers or affiliates), or its nominees, or its brokers (acting as agents),
may from time to time make certain purchases of, or arrangements to purchase,
shares or other securities of Pod Point other than pursuant to such Takeover
Offer before or during the period in which such Takeover Offer would remain
open for acceptance. 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 shall be
disclosed as required under UK laws, shall be reported to a Regulatory
Information Service and shall be available on the London Stock Exchange
website at www.londonstockexchange.com. To the extent that such information is
required to be publicly disclosed in the UK in accordance with applicable
regulatory requirements, this information will, as applicable, also be made
publicly available in the United States.
It may be difficult for US holders of Pod Point Shares to enforce their rights
and any claim arising out of the US federal securities laws in connection with
the Acquisition, since EDF and Pod Point are located in a non-US jurisdiction,
and some or all of their officers and directors may be residents of a non-US
jurisdiction. US holders of Pod Point Shares may not be able to sue a non-US
company or its officers or directors in a non-US court for violations of the
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 judgement.
The financial information included in this Announcement, or that may be
included in the Scheme Document, has been, or will have been, prepared in
accordance with accounting standards applicable in the United Kingdom and thus
may not be comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with generally accepted
accounting principles in the US ("US GAAP"). US GAAP differs in certain
significant respects from accounting standards applicable in the United
Kingdom. None of the financial information in this announcement, or that may
be included in the Scheme Document, has been, or will be, audited in
accordance with auditing standards generally accepted in the United States or
the auditing standards of the Public Company Accounting Oversight Board
(United States).
Neither the Acquisition nor this Announcement have been approved or
disapproved by the US Securities and Exchange Commission, any state securities
commission in the United States or any other US regulatory authority, nor have
such authorities approved or disapproved or passed judgement upon the fairness
or the merits of the Acquisition, or determined if the information contained
in this Announcement is adequate, accurate or complete. Any representation to
the contrary is a criminal offence in the United States.
The receipt of cash pursuant to the Acquisition by a US holder as
consideration for the transfer of its Pod Point Shares pursuant to the
Acquisition will likely be a taxable transaction for US federal income tax
purposes and under applicable US state and local, as well as foreign and
other, tax laws. Each US holder of Pod Point Shares is urged to consult their
independent legal, tax and financial advisers regarding the tax consequences
of the Acquisition applicable to them, including under applicable US state and
local, as well as overseas and other, tax laws.
Forward-looking statements
This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by EDF or Pod Point may contain statements about EDF and
Pod Point that are or may be deemed to be forward looking statements. All
statements other than statements of historical facts included in this
Announcement may be forward looking statements. Without limitation, any
statements preceded or followed by or that include the words "targets",
"plans", "believes", "expects", "aims", "intends", "will", "may", "shall",
"should", "anticipates", "estimates", "projects", "is subject to", "budget",
"scheduled", "forecast" or words or terms of similar substance or the negative
thereof, are forward looking statements. Forward looking statements include
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 EDF's or
Pod Point's operations and potential synergies resulting from the Acquisition;
and (iii) the effects of government regulation on EDF's or Pod Point's
business.
Such forward looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections of the
management of EDF and Pod Point about future events, and are therefore subject
to risks and uncertainties that could significantly affect expected results
and are based on certain key assumptions. Many factors could cause actual
results to differ materially from those projected or implied in any forward
looking statements. These factors include the satisfaction of the Conditions,
as well as additional factors such as: increased competition, the loss of or
damage to one or more key customer relationships, changes to customer ordering
patterns, delays in obtaining customer approvals for engineering or price
level changes, the failure of one or more key suppliers, the outcome of
business or industry restructuring, the outcome of any litigation, changes in
economic conditions, currency fluctuations, changes in interest and tax rates,
changes in raw materials or energy market prices, changes in laws, regulations
or regulatory policies, developments in legal or public policy doctrines,
technological developments, the failure to retain key management, or the
timing and success of future acquisition opportunities or major investment
projects. Other unknown or unpredictable factors could cause actual results to
differ materially from those in the forward looking statements. Such forward
looking statements should therefore be construed in light of such factors.
Neither EDF nor Pod Point, nor any of their respective associates or
directors, officers 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. Due to
such uncertainties and risks, readers are cautioned not to place undue
reliance on such forward looking statements, which speak only as of the date
hereof. All subsequent oral or written forward looking statements attributable
to any member of the EDF Group or the Pod Point Group, or any of their
respective associates, directors, officers, employees or advisers, are
expressly qualified in their entirety by the cautionary statement above.
EDF and Pod Point expressly disclaim any obligation to update any forward
looking or other statements contained herein, except as required by applicable
law or by the rules of any competent regulatory authority, whether as a result
of new information, future events or otherwise.
No profit forecasts or profit estimates or quantified financial benefit
statements
No statement in this Announcement is intended as, or is to be construed as, a
profit forecast, profit estimate or quantified financial benefit statement for
any period and no statement in this Announcement should be interpreted to mean
that earnings or earnings per share for Pod Point or EDF for the current or
future financial years would necessarily match or exceed the historical
published earnings or earnings per share for Pod Point or EDF.
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 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 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 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 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.
Publication on website
A copy of this Announcement and the documents required to be published
pursuant to Rule 26 of the Takeover Code will be available, free of charge,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, on EDF's website at
https://www.edfenergy.com/business-update-edf
(https://www.edfenergy.com/business-update-edf) and on Pod Point's website at
https://investors.pod-point.com/firm-offer
(https://investors.pod-point.com/firm-offer) by no later than 12.00 noon
(London time) on the Business Day following the publication of this
Announcement.
For the avoidance of doubt, the contents of these websites and any websites
accessible from hyperlinks on these websites are not incorporated into and do
not form part of this Announcement.
Electronic Communications
Please be aware that addresses, electronic addresses and certain other
information provided by Pod Point Shareholders, persons with information
rights and other relevant persons for the receipt of communications from Pod
Point may be provided to EDF during the Offer Period as required under Section
4 of Appendix 4 of the Takeover Code.
Right to receive documents in hard copy form
In accordance with Rule 30.3 of the Takeover Code, Pod Point Shareholders,
participants in the Pod Point Share Plans and persons with information rights
may request a hard copy of this Announcement, free of charge, by contacting
Pod Point's registrars, Equiniti Limited, at Aspect House, Spencer Road,
Lancing, West Sussex, BN99 6DA or by calling +44 (0) 371 384 2030. Calls are
charged at the standard geographic rate and will vary by provider. If calling
from outside the United Kingdom, please ensure the country code is used. Calls
outside the United Kingdom will be charged at the applicable international
rate. Lines are open between 8.30 am to 5.30 pm (London time), Monday to
Friday (except public holidays in England and Wales). For persons who receive
a copy of this Announcement in electronic form or via a website notification,
a hard copy of this Announcement will not be sent unless so requested. Such
persons may also request that all future documents, announcements and
information in relation to the Acquisition are sent to them in hard copy form.
Rounding
Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
General
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 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.
The Acquisition will be subject to English law, the jurisdiction of the Court,
and the applicable requirements of the Companies Act, the Takeover Code, the
Panel, the London Stock Exchange and the FCA.
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
This announcement contains inside information
FOR IMMEDIATE RELEASE
12 June 2025
RECOMMENDED CASH ACQUISITION
OF
Pod Point Group Holdngs PLC ("Pod Point")
BY
EDF ENERGY CUSTOMERS Limited ("EDF")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
1. Introduction
The board of EDF and the Independent Pod Point Directors are pleased to
announce that they have reached agreement on the terms of a recommended cash
acquisition of the entire issued and to be issued ordinary share capital of
Pod Point other than the Pod Point Shares already held by EDF (the
"Acquisition"). As at the Latest Practicable Date, EDF held approximately 53
per cent. of the issued share capital of Pod Point. The Acquisition is
intended to be implemented by means of a scheme of arrangement under Part 26
of the Companies Act.
2. The Acquisition
Under the terms of the Acquisition, which will be subject to the Conditions
and further terms set out below and in Appendix 1 to this Announcement, and to
be set out in the Scheme Document, Pod Point Shareholders will be entitled to
receive:
For each Pod Point Share held: 6.5 pence in cash
The Acquisition values the share capital of Pod Point at approximately £10.6
million on a fully diluted basis.
The cash value of the offer represents a premium of approximately 24.0 per
cent. to the Closing Price of 5.24 pence per Pod Point Share on 23 April 2025,
being the last trading day prior to the commencement of the Offer Period.
If, on or after the date of this Announcement and on or prior to the Effective
Date, any dividend and/or other distribution and/or return of capital is
authorised, announced, declared, made or paid or becomes payable in respect of
Pod Point Shares, EDF reserves the right to reduce the cash consideration
payable under the Acquisition by an amount equal to all or part of any such
dividend and/or other distribution and/or return of capital, in which case Pod
Point Shareholders would be entitled to receive and retain any such dividend
and/or other distribution and/or return of capital.
If and to the extent that any such dividend, distribution or return of value
is authorised, declared, made or paid or becomes payable on or prior to the
Effective Date, and EDF exercises its rights under this paragraph 2 to reduce
the consideration payable under the Acquisition, any reference in this
Announcement to the Acquisition and the consideration shall be deemed to be a
reference to the Acquisition and the consideration respectively as so reduced.
It is expected that the Scheme Document (including details of the Court
Meeting and the General Meeting), and the Forms of Proxy accompanying the
Scheme Document, will be published as soon as reasonably practicable, and in
any event within 28 days of this Announcement (or such later date as the Panel
may agree) and the Scheme will become Effective in Q3 2025, subject to the
satisfaction or, where permitted, waiver of the Conditions set out in Appendix
1 to this Announcement.
An expected timetable of principal events relating to the Acquisition and
further information on the actions to be taken by the Pod Point Shareholders
will be provided in the Scheme Document.
3. Background to and reasons for the Acquisition
EDF has a long-standing commitment to supporting the UK's transition to net
zero and has identified the decarbonisation of transport as a strategic
priority. EVs will play a central role in this transition and the provision of
reliable, accessible, and smart charging infrastructure is essential to
accelerating EV adoption across the UK.
Pod Point is one of the UK's leading providers of EV charging solutions, with
a well-established brand, broad customer base, and nationwide footprint with
strong commercial relationships with leading OEMs, housebuilders, leasing and
fleet companies. EDF views EV charging as an integral component of its broader
vision for the future of energy services. EDF recognises Pod Point's strength
in the EV market, and is supportive of Pod Point's new "Pod Drive" consumer
proposition and broader charging solutions strategy, recognising that the
success of this strategy still needs to be proven.
Since its initial investment in 2020, EDF has consistently provided both
financial and operational support to Pod Point. This includes supporting the
business through the challenges of the COVID-19 pandemic, facilitating
investment in product development and charger footprint, and working closely
with Pod Point's management ahead of its IPO and listing on the London Stock
Exchange in 2021. Following Pod Point's IPO, EDF continued to provide support
as the company's majority shareholder, actively supporting its long-term
growth ambitions to ensure continued access to resources and expertise from
within the Wider EDF Group.
EDF has long recognised the potential for value creation stemming from
cooperation between Pod Point and EDF. EV charging companies have struggled in
the public markets, and since IPO, Pod Point has not performed in line with
EDF's expectations given the difficult market conditions.
An independent Pod Point would require substantial third party financing,
which would be highly challenging to obtain given current market conditions.
Absent such further financing, Pod Point faces liquidity pressures and it is
therefore clear that Pod Point requires a sustainable long term solution that
eliminates the risk of financial distress.
EDF believes that Pod Point will be better positioned to pursue its long-term
strategic goals as a wholly-owned subsidiary, free from the short-term demands
of public equity markets and able to benefit from long-term funding
commitments and EDF capabilities in Flex, Public Charging and home energy
management.
By acquiring the Pod Point Shares that it does not already own, EDF will be
able to provide Pod Point with long-term stability and enhanced operational
support as part of the broader EDF group. This will enable Pod Point to
continue investing in charging products, technological innovation, and leading
customer service, while accelerating progress towards the UK's decarbonisation
targets.
EDF believes that full ownership of Pod Point will also facilitate closer
integration with its wider UK energy activities, enabling synergies across
residential, commercial, grid flexibility and public charging infrastructure,
as well as unlocking opportunities to optimise EV charging with low-carbon and
renewable electricity supply.
EDF brings a strong track record as a leading energy company with global
expertise in low-carbon generation, infrastructure investment, and customer
energy solutions. Its scale, financial strength, and technical capabilities
make it the ideal partner to support infrastructure projects such as EV
charging networks and the auxiliary services that complement the sector. In
addition, EDF's innovative leadership in sustainable projects and grid
decarbonisation showcases its ability to act as a highly complementary and
stable long-term partner for Pod Point as it seeks to accelerate the provision
of charging services in order to support the energy transition across the UK.
As such, EDF considers the offer to be highly attractive to Pod Point's
shareholders and delivers the certainty to realise their investment in cash
today, in contrast to the material risk and uncertainty associated with
securing third party financing for and executing Pod Point's current strategy
as a listed company.
4. Recommendation
The Independent Pod Point Directors 2 , 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 advice to the
Independent Pod Point Directors, Panmure Liberum have taken into account the
commercial assessments of the Independent Pod Point Directors. Panmure Liberum
is providing independent financial advice to the Independent Pod Point
Directors for the purposes of Rule 3 of the Takeover Code.
Accordingly, the Independent Pod Point Directors intend to recommend
unanimously that Pod Point Shareholders vote (or procure votes) in favour of
the Scheme at the Court Meeting and to vote (or procure votes) in favour of
the Pod Point Resolution(s) at the General Meeting (or in the event that the
Acquisition is implemented by Takeover Offer, to accept or procure acceptance
of such offer) as the Independent Pod Point Directors who hold Pod Point
Shares have irrevocably undertaken to do (or procure to be done) in respect of
their own beneficial holdings of 687,000 Pod Point Shares in total,
representing in aggregate approximately 0.4 per cent. of Pod Point's entire
issued ordinary share capital as at the Latest Practicable Date.
Rob Guyler, as a non-executive director of Pod Point, is not considered by Pod
Point to be independent for the purposes of the Acquisition by virtue of his
appointment to the board of Pod Point as a representative of EDF pursuant to
the terms of a relationship agreement between Pod Point and EDF dated 3
November 2021. Rob Guyler has not been treated as an Independent Pod Point
Director and has not participated in the consideration of the Acquisition by
the Independent Pod Point Directors or the decision of the Independent Pod
Point Directors to recommend the Scheme or the Takeover Offer (as applicable).
5. Irrevocable undertakings and letter of intent
Independent Pod Point Directors
EDF has received irrevocable undertakings in respect of 687,000 Pod Point
Shares to vote (or procure votes) in favour of the Scheme at the Court Meeting
and in favour of the Pod Point Resolution(s) at the General Meeting (or in the
event that the Acquisition is implemented by Takeover Offer, to accept or
procure acceptance of such offer) from each of the Independent Pod Point
Directors who hold Pod Point Shares representing, in aggregate, approximately
0.4 per cent. of Pod Point's entire issued ordinary share capital as at the
Latest Practicable Date.
These irrevocable undertakings remain binding if a higher competing offer for
Pod Point is made but will cease to be binding in the event the Acquisition is
withdrawn or lapses in accordance with its terms and EDF publicly confirms
that it does not intend to proceed with the Acquisition or to implement the
Acquisition (by way of a Scheme or Takeover Offer or otherwise).
Pod Point Shareholders
In addition to the irrevocable undertakings given by the Independent Pod Point
Directors, EDF has also received irrevocable undertakings in respect of
21,916,721 Pod Point Shares to vote (or procure votes) in favour of the Scheme
at the Court Meeting and in favour of the Pod Point Resolution(s) at the
General Meeting (or in the event that the Acquisition is implemented by
Takeover Offer, to accept or procure acceptance of such offer), from the Legal
& General Entities representing, in aggregate, approximately 14.0 per
cent. of Pod Point's entire issued ordinary share capital as at the Latest
Practicable Date.
EDF has also received a non-binding letter of intent from Schroder Investment
Management Limited to vote (or procure votes) in favour of the Scheme at the
Court Meeting and the Pod Point Resolutions at the General Meeting (or in the
event that the Acquisition is implemented by Takeover Offer, to accept or
procure acceptance of such offer), in respect of, in aggregate, 6,157,321 Pod
Point Shares, representing approximately 3.9 per cent. of the issued ordinary
share capital of Pod Point in issue as at the Latest Practicable Date.
EDF has therefore received irrevocable undertakings and a letter of intent in
respect of a total of 28,761,042 Pod Point Shares representing, in aggregate,
approximately 18.3 per cent. of Pod Point's entire issued ordinary share
capital as at the Latest Practicable Date.
Further details of these, and the Independent Pod Point Directors',
irrevocable undertakings and letter of intent, including the circumstances in
which they may lapse, are set out in Appendix 3 to this Announcement.
6. Background to and reasons for the recommendation
Pod Point has grown rapidly since its foundation and is a leading brand charge
point operator with the largest retail network of over 250,000 charging points
in the UK. More recently the Pod Point Group has expanded its international
operations launching in Spain. As the market has continued to grow and mature,
the Pod Point Group has refined its proposition by entering into the UK's new
"Energy Flex" markets in 2023.
However, Pod Point has been consistently cash flow negative throughout its
history and as such has been reliant on grant funding and the financial
support from EDF as its largest shareholder to execute its business strategy
to date.
Despite core strengths of scale, brand, trusted customer relationships, energy
flex capabilities and multiple routes to market, the slower-than-expected
adoption of EVs, increased competition and the rise of alternative
distribution channels has meant that the Pod Point Group has made slower than
expected progress towards profitability and net cash generation.
In response, Pod Point has re-branded as "Pod" to provide a platform for a
broader range of products over time and has adapted its customer proposition
from selling stand-alone charge points to offering a monthly
subscription-based charging service, that includes the charger, installation,
maintenance, warranty and miles via its "Pod Drive" proposition, which
leverages the value of Pod's participation in the Energy Flex markets.
This is expected to substantially increase the scope and attractiveness of Pod
- and EV adoption - for drivers, generating recurring revenue to place the
business on a sustainable footing.
The Independent Pod Point Directors have a high degree of conviction in the
revised strategy, capabilities and potential of Pod Point as a standalone
company, but recognise that the Pod Point Group's capital requirement has been
exacerbated by the strategic pivot in its business model which requires
additional capital to fund the up-front working capital investment.
In February 2025, Pod Point engaged Panmure Liberum to assist in examining a
range of strategic and financing options in order to optimise Pod Point's
capital structure as Pod Point seeks to pivot to the aforementioned
subscription-based and service-led business model.
Pod Point was not able to obtain the funding required to provide long-term
security for the operations of the business and to secure the interests of the
wider stakeholders of the Pod Point Group prior to the approach from EDF in
connection with the Acquisition.
In the absence of the Acquisition, or any alternative funding or strategic
options, Pod Point will need to consider, and may be required to take
immediate steps to implement, alternatives which seek to protect the interests
of its creditors, including financial creditors, commercial counterparties and
employees. There can be no guarantee that Pod Point would be able to implement
appropriate alternatives in the available timeframe and, in that case, Pod
Point would face an uncertain financial future.
The Independent Pod Point Directors believe that there is no present viable
alternative likely to produce more value for Pod Point Shareholders than would
be available through the Acquisition, and further that the Acquisition
represents the only realistic prospect at this time of allowing Pod Point to
continue as a going concern.
Accordingly, the Independent Pod Point Directors intend to unanimously
recommend the Acquisition.
7. Information relating to EDF
EDF supports the UK in achieving its net zero ambitions by leading the
transition to a cleaner, low emission, electric future and tackling climate
change. It is the UK's largest producer of zero carbon electricity and
supplies millions of customers with electricity and gas.
EDF supports its business and retail customers on their journey to sustainable
energy in areas such as EVs, electricity generation and storage, sale of
excess energy and solar panels and heat pump installation. EDF is one of the
largest electricity suppliers to British business and a leading supplier of
innovative energy solutions that are helping businesses become more energy
independent. In addition, the company's energy services business, Dalkia, is
one of the largest technical service providers in the UK and Ireland.
EDF is a private limited liability company incorporated in England and Wales
and is an indirectly wholly owned subsidiary of EDF S.A.. EDF S.A. Group is
the world's largest electricity generator. In the UK, EDF employs around
14,000 people at locations across England, Scotland, Wales and Northern
Ireland.
8. Information relating to Pod Point
Pod Point is a pioneer in the EV charging industry, having launched in 2009
and since demonstrated a consistent track record of innovation in both the EV
charging space and more recently in Energy Flex, becoming the first EV
charging company to access both the wholesale and capacity markets.
Pod Point is one of the leading providers of EV charging solutions in the UK,
with a network of over 250,000 chargers, a highly regarded consumer brand and
a broad set of deep commercial relationships with OEMs, housebuilders and
leasing and fleet companies. Pod Point has recently launched a unique
consumer offer, "Pod Drive", a subscription-based proposition that provides
consumers with cost savings, convenience and choice. "Pod Drive" introduces
the operating model of "home charging as a service".
Pod Point is listed on the main market of the London Stock Exchange, employs
335 people (excluding non-executive directors, contractors and through the
"Omnipresent" platform) and is headquartered in London. Pod Point's shares
have been suspended from listing and trading since 1 May 2025. Pod Point
anticipates that the suspension will be lifted once the annual report and
accounts for the financial year ended 31 December 2024 are published.
9. Strategic plans, directors, management, employees,
pensions, research and development and locations
EDF's strategic plans for Pod Point
Electric vehicle (EV) charging has been and will continue to be an important
component of EDF's customer offering. EDF recognises Pod Point's strength in
this market and is supportive of Pod Point's new strategy, comprising a
refreshed brand and positioning, and the recently launched "Pod Drive"
customer proposition, noting that the success of this strategy still needs to
be proven, and that it will be underpinned by the ongoing successful execution
of Energy Flex and Recurring Revenues and Cost Out initiatives.
EDF believes it is uniquely placed to support Pod Point in pursuing these
strategic goals. EDF also sees the Acquisition bringing opportunities to:
· better serve the needs of some of the largest commercial customers of Pod
Point through EDF's Izivia expertise;
· enhance product offerings and customer services for EDF's UK Home customers
through combinations of EV, Heat pump, Tariff, Flex and Photovoltaic (PV)
channels;
· capture benefits from cross-selling in both B2B and B2C sectors; and
· achieve significant cost savings in areas such as Pod Point's IT development
and maintenance and central and support services.
Following the Effective Date, Pod Point will continue to operate as a separate
legal entity within EDF's Zero Carbon Homes division, with its own business
plans and dedicated management team. This will allow Pod Point to continue to
be agile in implementing its strategy and responding to rapidly evolving
market conditions.
Prior to this Announcement, and consistent with market practice, whilst EDF
has been granted access to Pod Point's senior management for the purpose of
confirmatory due diligence, it has not yet had access to sufficiently detailed
information to finalise its post-completion integration plans. EDF expects to
formulate these specific plans after the Effective Date and following
comprehensive consultation with relevant stakeholders.
Accordingly, following the Effective Date, EDF intends to work with Pod
Point's management to undertake a detailed evaluation of Pod Point's business
(the "Evaluation"). The Evaluation will include, among other things, an
assessment of the short and long-term objectives and business plans, the
governance and management structure of Pod Point and how to best align them
with the existing governance and management arrangements within EDF, and the
identification of overlapping functions and offices and areas of cost savings.
The Evaluation is expected to be completed within 90 days of the Effective
Date.
Employees and management
EDF recognises the importance of the talented management team and employee
base within Pod Point, which will have a key role to play in ensuring the
success of the Acquisition. EDF believes that the Acquisition will bring
together two businesses with similar cultures and values, and will provide the
benefits and opportunities of being part of a larger, more diversified group.
EDF anticipates that the Acquisition provides the opportunity to realise cost
efficiencies and reduce Pod Point's cost base, which can be achieved through a
combination of operating and process efficiency, greater economies of scale,
system investment and workforce reductions. EDF anticipates that such
workforce reductions are likely to occur in three key areas:
· a reduction in public listed company-related functions;
· further reductions in the workforce where overlapping roles are identified
during the Evaluation, notably in support functions, shared services in HR,
Legal, Finance and IT support, as well as common business activities in
Marketing, Flexibility Services and software development related to
electricity charging services, and other areas of duplication; and
· potential additional reductions, including within the senior management team,
to reduce Pod Point's costs to more sustainable levels in order to secure its
future.
Any workforce changes will be subject to comprehensive planning and engagement
with affected employees and their representatives in accordance with
applicable law. Wherever appropriate, any headcount reductions will be
realised through offering employees redeployment opportunities and/or
voluntary redundancies and/or through natural attrition.
Notwithstanding the anticipated reductions in the workforce to reduce Pod
Point's costs to more sustainable levels, EDF does not intend to make material
changes to the balance of the skills and functions of Pod Point employees in
non-overlapping functions. Save as otherwise set out in this paragraph 9, EDF
does not intend to make any material changes to the conditions of employment
of Pod Point employees, taken as a whole, during the first 12 months following
the Effective Date. However, in the longer term, EDF intends to review the
terms, conditions and benefits arrangements that apply to Pod Point employees
with a view to aligning them with those of EDF employees. Following the
Effective Date, the existing contractual and statutory employment rights,
including in relation to pensions, of all Pod Point employees will be fully
safeguarded in accordance with applicable law.
It is intended that, with effect from the Effective Date, all Pod Point
Directors shall resign from their office (and that the non-executive directors
be paid in lieu of three months of notice and be available to provide guidance
in their respective areas for three months post the Effective Date). They will
be replaced by EDF nominated directors.
EDF has not entered into, nor had any discussions regarding, any form of
incentive arrangements with any member of Pod Point's management. However, EDF
intends to review the terms, conditions and benefits arrangements that apply
to Pod Point senior management during the Evaluation with a view to aligning
them with those of EDF management. This will include Pod Point senior
management being eligible to participate in a new 2025 long-term incentive
plan.
Pensions
EDF does not intend to change defined contribution pension rates or member
admission / eligibility criteria of Pod Point's defined contribution pension
scheme during the first 12 months following the Effective Date. However, in
the longer term, EDF intends to explore options to combine or transfer Pod
Point's defined contribution pension scheme into EDF's defined contribution
pension schemes. Pod Point does not operate a defined benefit pension scheme.
Headquarters, locations and fixed assets
As part of the Evaluation, EDF will consider how it might simplify Pod Point's
office footprint. Where there is geographic overlap and a cost reduction
opportunity, EDF intends to consolidate the existing offices (including Pod
Point's head office in central London) and to relocate Pod Point employees to
nearby locations of EDF, subject to any required engagement with affected
employees and/or their representatives in accordance with applicable law. Save
as set out above, EDF does not intend to change the locations of business of
Pod Point or redeploy any of the fixed assets of Pod Point.
Research and development
Pod Point has a software and hardware development function in relation to its
EV charging products. EDF intends to review the future of these functions
during the Evaluation and assess ways in which they are best integrated with
the rest of the EDF Group. This review is separate from the potential
headcount reductions of overlapping roles in software development related to
electricity charging services, as mentioned in "Employees and management"
paragraph above.
Trading facilities
Pod Point Shares are currently listed on the Official List and admitted to
trading on the London Stock Exchange. As set out in paragraph 14, applications
will be made for the cancellation of the listing of Pod Point Shares on the
Official List and the cancellation of trading of Pod Point Shares on the
London Stock Exchange, in each case with effect from or shortly following the
Effective Date, and steps will be taken to re-register Pod Point as a private
limited company following the Effective Date.
No post-offer undertakings
None of the statements in this paragraph 9 are "post-offer undertakings" for
the purposes of Rule 19.5 of the Takeover Code.
10. Financing
The cash consideration payable by EDF pursuant to the Acquisition will be
funded by its existing cash resources.
Barclays, as financial adviser to EDF, is satisfied that sufficient resources
are available to EDF to enable it to satisfy in full the cash consideration
payable to Pod Point Shareholders under the terms of the Acquisition.
11. Offer-related arrangements
Cooperation Agreement
EDF and Pod Point entered into the Cooperation Agreement dated on or around
the date of this Announcement.
The Cooperation Agreement records EDF's and Pod Point's intention to implement
the Acquisition by way of the Scheme, subject to the ability of EDF to proceed
by way of a Takeover Offer (subject to the terms of the Cooperation
Agreement).
EDF has also agreed to provide Pod Point with certain information for the
purposes of the Scheme Document and to otherwise assist with the preparation
of the Scheme Document.
EDF has the right to terminate the Cooperation Agreement in certain customary
circumstances including but not limited to:
· if agreed in writing between EDF and Pod Point;
· upon written notice served by EDF to Pod Point if, (i) a third party makes a
competing proposal to acquire all or a substantial portion of Pod Point's
share capital or assets, which is recommended, by the Pod Point Independent
Directors and/or (ii) the Pod Point Independent Directors' recommendation in
respect of the Acquisition changes in a manner that is adverse in the context
of the Acquisition;
· upon written notice by either EDF or Pod Point to the other if, a third party
offer for Pod Point completes, becomes effective or is declared or becomes
unconditional;
· upon written notice by EDF to Pod Point prior to the Long Stop Date that any
Condition has been invoked by EDF (where the invocation of the relevant
Condition is permitted by the Panel);
· upon written notice by either EDF or Pod Point to the other (where the
Acquisition is being implemented by a Scheme), if the Scheme is not approved
by the requisite majority of the holders of Scheme Shares at the Court Meeting
and/or requisite majority of the Pod Point Shareholders do not pass the
resolutions at the Pod Point General Meeting necessary to approve, implement
and effect the Scheme, or the Court refuses to sanction the Scheme (other than
where (i) EDF has exercised its right to switch to a Takeover Offer or, (ii)
within five Business Days, a firm intention announcement (under Rule 2.7 of
the Takeover Code) made by EDF or any person acting in concert with EDF to
implement the Acquisition by a different offer, scheme or other structure on
substantially the same or improved terms is released; or
· upon service of written notice by either EDF or Pod Point to the other, if the
Acquisition (whether implemented by way of the Scheme or the Takeover Offer)
is withdrawn, terminated or lapses in accordance with its terms and, where
required, with the consent of the Panel, unless such withdrawal, termination
or lapse: (i) is as a result of a switch to a Takeover Offer; or (ii) is to be
followed, within five Business Days, by a firm intention announcement (under
Rule 2.7 of the Takeover Code) made by EDF or any person acting in concert
with EDF to implement the Acquisition by a different offer, scheme or other
structure on substantially the same or improved terms.
The Cooperation Agreement also contains provisions that will apply in respect
of the Pod Point Share Plans and certain other employee incentive
arrangements.
12. Pod Point Share Plans
Participants in the Pod Point Share Plans will be contacted regarding the
effect of the Acquisition on their rights under the Pod Point Share Plans.
The Acquisition will extend to any Pod Point Shares which are unconditionally
allotted and issued (including pursuant to the Pod Point Share Plans) before
the Scheme Record Time. Any Pod Point Shares allotted and issued after the
Scheme Record Time will, subject to the Scheme becoming Effective and the
proposed amendments to the Pod Point Articles being approved at the General
Meeting, be immediately transferred to EDF in exchange for the same
consideration as Pod Point Shareholders will be entitled to receive under the
Scheme. Further details of the impact of the Scheme on Pod Point Share Plans
will be included in the Scheme Document and in communications to participants
in the Pod Point Share Plans.
13. Structure of the Acquisition
Structure and mechanism
It is intended that the Acquisition will be implemented by means of a
Court-approved scheme of arrangement between Pod Point and the Scheme
Shareholders under Part 26 of the Companies Act. EDF reserves the right to
elect to effect the Acquisition by way of a Takeover Offer (subject to the
consent of the Panel and the terms of the Cooperation Agreement).
The purpose of the Scheme is to provide for EDF to become the holder of the
entire issued and to be issued ordinary share capital of Pod Point, including
the Pod Point Shares already owned by EDF. This is to be achieved by the
transfer of the Scheme Shares to EDF, in consideration for which Scheme
Shareholders will receive 6.5 pence for each Scheme Share held at the Scheme
Record Time to be effected pursuant to the Scheme.
The consideration payable under the Acquisition will be despatched to Scheme
Shareholders within 14 days of the Effective Date.
Conditions to the Acquisition
The Acquisition is subject to the Conditions, certain further terms referred
to in Appendix 1 to this Announcement and the full terms and conditions to be
set out in the Scheme Document (or, if the Acquisition is implemented by means
of a Takeover Offer, the Offer Document), and will only become Effective if,
among other things, the following events occur on or before the Long Stop
Date:
· a resolution to approve the Scheme is passed by a majority in number of the
Scheme Shareholders present and voting (and entitled to vote) at the Court
Meeting, either in person or by proxy, representing at least 75 per cent. in
value of the Scheme Shares voted by those Scheme Shareholders;
· the Pod Point Resolution(s) required to implement the Scheme are duly passed
by Pod Point Shareholders at the General Meeting (which will require approval
of Pod Point Shareholders representing not less than 75 per cent. of the votes
validly cast at such General Meeting, either in person or by proxy);
· following the Court Meeting and the General Meeting, the Scheme is sanctioned
by the Court (without modification, or with modification on terms agreed by
EDF and Pod Point). Any Pod Point Shareholder is entitled to attend the Court
hearing to sanction the Scheme in person or through counsel to support or
oppose the sanctioning of the Scheme; and
· following such sanction, a copy of the Court Order is delivered to the
Registrar of Companies.
The Conditions in paragraphs 1 and 2 of Part A of Appendix 1 to this
Announcement provide that the Scheme will lapse if:
· the Court Meeting and the General Meeting are not held on or before the 22nd
day after the expected date of such meetings to be set out in the Scheme
Document in due course (or such later date, if any (a) as EDF and Pod Point
may agree or (b) (in a competitive situation) as may be specified by EDF with
the consent of the Panel, and in each case that (if so required) the Court may
allow);
· the Court hearing to sanction the Scheme is not held on or before the 22nd day
after the expected date of such hearing to be set out in the Scheme Document
in due course (or such later date, if any (a) as EDF and Pod Point may agree
or (b) (in a competitive situation) as may be specified by EDF with the
consent of the Panel, and in each case that (if so required) the Court may
allow); or
· the Scheme does not become Effective on or before the Long Stop Date (or such
later date, if any (a) as EDF and Pod Point may agree or (b) (in a competitive
situation) as may be specified by EDF with the consent of the Panel, and in
each case that (if so required) the Court may allow).
The Scheme will also lapse if any member of the Wider Pod Point Group takes
steps or has steps taken against them for their winding-up or for the
commencement of any other insolvency related process (except where the steps
or corporate action have been taken, or legal proceedings commenced or
threatened, by any member of the Wider EDF Group).
Effect of the Scheme and publication of the Scheme Document
Upon the Scheme becoming Effective: (i) it will be binding on all Scheme
Shareholders, irrespective of whether or not they attended or voted at the
Court Meeting or the General Meeting (and if they attended and voted, whether
or not they voted in favour); (ii) entitlements to Pod Point Shares held
within the CREST system will be cancelled; and (iii) share certificates in
respect of Pod Point Shares will cease to be valid.
Any Pod Point Shares (other than any Excluded Shares) issued before the Scheme
Record Time will be subject to the terms of the Scheme. The Pod Point
Resolution(s) to be proposed at the General Meeting will, amongst other
matters, provide that the Pod Point Articles be amended to incorporate
provisions requiring any Pod Point Shares issued after the Scheme Record Time
(other than to EDF and/or its nominees) to be automatically transferred to EDF
(and, where applicable, for the consideration for such Pod Point Shares to be
paid to the original recipient of the Pod Point Shares so issued) on the same
terms as the Acquisition (other than terms as to timings and formalities). The
provisions of the Pod Point Articles (as amended) will avoid any person (other
than EDF and its nominees) holding shares in the capital of Pod Point after
the Effective Date.
Further details of the Scheme, including expected times and dates for each of
the Court Meeting, the General Meeting and the Court hearing to sanction the
Scheme, together with notices of the Court Meeting and General Meeting, will
be set out in the Scheme Document, which, together with the associated Forms
of Proxy, will be made available to Pod Point Shareholders as soon as
reasonably practicable, and in any event within 28 days of this Announcement
(or on such later date as the Panel may agree and, if required, the Court may
approve), and the meetings are expected to be held shortly thereafter. The
General Meeting is expected to be held immediately after the Court Meeting.
The Scheme will be governed by English law and is subject to the jurisdiction
of the Court. The Scheme will also be subject to the applicable requirements
of the Takeover Code, the Panel, the UK Listing Rules, the London Stock
Exchange and the Financial Conduct Authority.
14. De-listing and re-registration
Prior to the Scheme becoming Effective, it is intended that applications will
be made to the London Stock Exchange to cancel trading in Pod Point Shares on
its main market for listed securities and to the FCA to cancel the listing of
the Pod Point Shares from the Official List, in each case with effect from or
shortly following the Effective Date. The last day of dealings in, and
registration of transfers of, Pod Point Shares on the main market of the
London Stock Exchange is expected to be the Effective Date and no transfers
will be registered after 6.00 p.m. (London time) on that date.
On the Effective Date, share certificates in respect of Pod Point Shares will
cease to be valid and entitlements to Pod Point Shares held within the CREST
system will be cancelled. Pod Point Shareholders shall be required to return
share certificates to Pod Point or destroy them following the Effective Date.
It is also proposed that, following the Effective Date and after its shares
are delisted, Pod Point will be re-registered as a private limited company
under the relevant provisions of the Companies Act.
15. Disclosure of interests in Pod Point
As at the close of business on the Latest Practicable Date, EDF and those
persons acting in concert (within the meaning of the Takeover Code) with it
had the following beneficial interests in Pod Point securities:
Name Number of Pod Point Shares Percentage of Pod Point Shares
EDF 82,907,682 52.8 per cent.
Camilla McCorkell 1,120 0 per cent.
Save for the details above and the irrevocable undertakings and letter of
intent referred to in paragraph 5 of this Announcement, as at the Latest
Practicable Date, neither EDF, nor any of its directors, nor, so far as EDF is
aware, any person acting in concert (within the meaning of the Takeover Code)
with any of them for the purposes of the Acquisition had:
(i) any interest in or right to subscribe for any relevant
securities of Pod Point;
(ii) any short positions in respect of relevant securities of
Pod Point (whether conditional or absolute and whether in the money or
otherwise), including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require another person to purchase
or take delivery;
(iii) borrowed or lent any relevant securities of Pod Point
(including, for these purposes, any financial collateral arrangements of the
kind referred to in Note 3 on Rule 4.6 of the Takeover Code), save for any
borrowed relevant securities of Pod Point which had been either on-lent or
sold; or
(iv) entered into any dealing arrangement of the kind referred to
in Note 11 on the definition of "acting in concert" in the Takeover Code in
relation to Pod Point Shares or in relation to any securities convertible or
exchangeable into Pod Point Shares.
"Interests in securities" for these purposes arise, in summary, when a person
has long economic exposure, whether absolute or conditional, to changes in the
price of securities (and a person who only has a short position in securities
is not treated as interested in those securities). In particular, a person
will be treated as having an 'interest' by virtue of the ownership, voting
rights or control of securities, or by virtue of any agreement to purchase,
option in respect of, or derivative referenced to, securities.
16. General
EDF reserves the right to elect (subject to the consent of the Panel and the
terms of the Cooperation Agreement), to implement the Acquisition by way of a
Takeover Offer for the entire issued and to be issued ordinary share capital
of Pod Point as an alternative to the Scheme.
In such event, the Acquisition will (unless otherwise consented to by Pod
Point or required by the Panel) be implemented on substantially the same
terms, so far as applicable, as those which would apply to the Scheme, subject
to the terms of the Cooperation Agreement and appropriate amendments to
reflect, among other things, the change in method effecting the Acquisition
(including, without limitation) inclusion of an acceptance condition set at 75
per cent. of the Pod Point Shares (or such other percentage as EDF may decide
after, to the extent necessary, consultation with the Panel, being in any case
more than 50 per cent. of the Pod Point Shares), the inclusion of a long-stop
date on which the Takeover Offer will cease to proceed, will lapse or will be
withdrawn in certain circumstances, and those amendments required by, or
deemed appropriate by, EDF under applicable law.
If such Takeover Offer is made and becomes or is declared unconditional and
EDF has (a) by virtue of its shareholding and acceptances of its Takeover
Offer acquired, or agreed to acquire, issued share capital carrying at least
75 per cent. of the voting rights of Pod Point, and (b) has obtained
acceptances of its Takeover Offer or acquired or agreed to acquire shares from
Independent Shareholders that represent a majority of the voting rights held
by the Independent Shareholders on the date of this Announcement, EDF intends
to procure the making of applications by Pod Point to the London Stock
Exchange to cancel trading in Pod Point Shares on its main market for listed
securities and to the FCA to cancel the listing of the Pod Point Shares from
the Official List, which will take effect no earlier than 20 Business Days
following the Takeover Offer becoming or being declared unconditional.
Furthermore, if such Takeover Offer is made and sufficient acceptances of such
Takeover Offer are received, when aggregated with Pod Point Shares otherwise
acquired by EDF (if any), it is the intention of EDF to apply the provisions
of section 979 of the Companies Act to acquire compulsorily any outstanding
Pod Point Shares to which such Takeover Offer relates.
The Acquisition will be subject to the Conditions and further terms set out in
Appendix 1 to this Announcement and the full terms and conditions to be set
out in the Scheme Document in due course. The sources and bases of certain
financial information contained in this Announcement are set out in Appendix 2
to this Announcement. A summary of the irrevocable undertakings and letter of
intent given in relation to the Acquisition is contained in Appendix 3 to this
Announcement. Certain terms used in this Announcement are defined in Appendix
4 to this Announcement.
Barclays, Panmure Liberum and Canaccord Genuity have each given and not
withdrawn their consent to the inclusion in this Announcement of the
references to their names in the form and context in which they appear.
This Announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities. Pod Point Shareholders are advised to read
carefully the Scheme Document and Forms of Proxy once they have been
dispatched.
The availability of the Acquisition to Pod Point 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. Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdictions. Pod Point Shareholders who are in any doubt regarding
such matters should consult an appropriate independent professional adviser in
the relevant jurisdiction without delay.
17. Documents available on website
Copies of the following documents will be made available promptly on EDF's and
Pod Point's websites, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, at
https://www.edfenergy.com/business-update-edf
(https://www.edfenergy.com/business-update-edf) and
https://investors.pod-point.com/firm-offer
(https://investors.pod-point.com/firm-offer) respectively, and in any event by
no later than 12.00 pm (London time) on the Business Day following the date of
this Announcement and will remain so available until the end of the
Acquisition:
· this Announcement;
· the Cooperation Agreement;
· the irrevocable undertakings and letter of intent referred to in paragraph 5
of this Announcement and summarised in Appendix 3 to this Announcement; and
· the written consent letter from each of Barclays, Panmure Liberum and
Canaccord Genuity as referred to in paragraph 16 of this Announcement.
The contents of the websites referred to in this Announcement and any websites
accessible from hyperlinks on these websites are not incorporated into and do
not form part of this Announcement.
Enquiries:
EDF +44 (0) 1452 652 233 / media@edfenergy.com
EDF Media Team
Barclays Bank PLC (Financial Adviser to EDF) +44 (0) 20 7623 2323
Iain Smedley
Adrian Beidas
Neal West
Ghislain De Brondeau
Akshay Majithia
Pod Point +44 (0) 20 3100 2000
Melanie Lane, Chief Executive Officer
Michael Jay, Acting Chief Financial Officer
Phil Clark, Investor Relations
Panmure Liberum (Sole Financial Adviser, Sole Rule 3 Adviser and Joint +44 (0) 20 3100 2000
Corporate Broker to Pod Point)
Stephen Jones
Tim Medak
Edward Mansfield
Amrit Mahbubani
Canaccord Genuity (Joint Corporate Broker to Pod Point) +44 (0) 20 7523 8150
Bobbie Hilliam
Harry Pardoe
Teneo (Media) +44 (0) 20 7353 4200
Matt Low
Arthur Rogers
Clifford Chance LLP is acting as legal adviser to EDF.
Freshfields LLP is acting as legal adviser to Pod Point.
Important notices about financial advisers
Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is
authorised by the Prudential Regulation Authority and regulated in the United
Kingdom by the Financial Conduct Authority and the Prudential Regulation
Authority, is acting exclusively for EDF and no‑one else in connection with
the matters described in this Announcement and will not be responsible to
anyone other than EDF for providing the protections afforded to clients of
Barclays nor for providing advice in relation to the matters set out in or
referred to in this Announcement.
In accordance with the Takeover Code, normal United Kingdom market practice
and Rule 14e-5(b) of the US Exchange Act, Barclays and its affiliates will
continue to act as exempt principal trader in Pod Point securities on the
London Stock Exchange. These purchases and activities by exempt principal
traders which are required to be made public in the United Kingdom pursuant to
the Takeover Code will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website at
www.londonstockexchange.com.
Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated
by the Financial Conduct Authority in the United Kingdom, is acting
exclusively as Sole Financial Adviser, Sole Rule 3 Adviser and Joint Corporate
Broker to Pod Point and no one else in connection with the Acquisition and the
matters and arrangements set out in this announcement. Panmure Liberum will
not regard any other person as its client in relation to the Acquisition or
any other matter or arrangement set out in this announcement and will not be
responsible to anyone other than Pod Point for providing the protections
afforded to clients of Panmure Liberum, nor for providing advice in relation
to the Acquisition 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 the Acquisition, 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.
Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Pod Point and for no-one else in connection with the matters
referred to in this Announcement and will not be responsible to any person
other than Pod Point for providing the protections afforded to clients of
Canaccord Genuity, nor for providing advice in relation to the matters
referred to herein. Neither Canaccord Genuity nor any of its affiliates (nor
any of its or their respective directors, officers, employees, representatives
or agents) owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Canaccord Genuity in
connection with the matters referred to in this Announcement, or otherwise.
Inside Information
This Announcement contains inside information as stipulated under the
assimilated Regulation (EU) No. 596/2014 as it forms part of UK law by virtue
of the European Union (Withdrawal) Act 2018, as amended. Upon the publication
of this announcement via a Regulatory Information Service, this inside
information will be considered to be in the public domain.
The person responsible for making this Announcement on behalf of Pod Point is
Anita Guernari, Company Secretary.
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 a 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, solicitation, sale issuance or exchange is unlawful.
The Acquisition will be made solely by means of the Scheme Document (or any
other document by which the Acquisition is made) which will contain the full
terms and conditions of the Acquisition, including details of how to vote in
respect of the Scheme. Any 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 any other document by which the Acquisition is made).
Pod Point will prepare the Scheme Document to be distributed to Pod Point
Shareholders at no cost to them. Pod Point and EDF urge Pod Point Shareholders
to read the Scheme Document when it becomes available because it will contain
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
publication of this Announcement shall not give rise to any implication that
there has been no change in the facts set forth in this Announcement since
such date.
This Announcement does not constitute a prospectus or prospectus equivalent
document.
Overseas jurisdictions
The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom, and the availability of the Acquisition to Pod
Point Shareholders who are not resident in the United Kingdom, may be
restricted by the laws of those jurisdictions and therefore persons into whose
possession this Announcement comes should inform themselves about and observe
such restrictions. Further details in relation to the Overseas Shareholders
will be contained in the Scheme Document. Any failure to comply with any such
restrictions may constitute a violation of the securities laws 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 EDF 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 a Restricted 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 a Restricted
Jurisdiction, and persons receiving this Announcement and all documents
relating to the Acquisition (including custodians, nominees and trustees) must
not mail or otherwise distribute or send them in, into or from such Restricted
Jurisdiction. If the Acquisition is implemented by way of Takeover Offer
(unless otherwise permitted by applicable law or regulation), the Takeover
Offer may not be made, directly or indirectly, in or into or by use of the
mails or any other means or instrumentality (including, without limitation,
facsimile, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the Takeover
Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities or from within any Restricted Jurisdiction.
This Announcement has been prepared in connection with proposals in relation
to a scheme of arrangement pursuant to and for the purpose of complying with
English law and the Takeover Code and 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 jurisdictions outside the United
Kingdom. Nothing in this Announcement should be relied on for any other
purpose.
The Acquisition shall be subject to the applicable requirements of the
Takeover Code, the Panel, the UK Listing Rules, the London Stock Exchange and
the Financial Conduct Authority.
Additional information for US investors
The Acquisition relates to the shares of an English company and is being made
by means of a scheme of arrangement provided for under English company law. 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 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.
If, in the future, EDF exercises its right to implement the Acquisition by way
of a Takeover Offer, which is to be made into the US, such Takeover Offer will
be made in compliance with the applicable US laws and regulations, including
Section 14(e) and Regulation 14E under the US Exchange Act. Such a Takeover
Offer would be made in the US by EDF and no one else.
In the event that the Acquisition is implemented by way of Takeover Offer, in
compliance with applicable UK laws, EDF, its dealer manager (and their
advisers or affiliates), or its nominees, or its brokers (acting as agents),
may from time to time make certain purchases of, or arrangements to purchase,
shares or other securities of Pod Point other than pursuant to such Takeover
Offer before or during the period in which such Takeover Offer would remain
open for acceptance. 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 shall be
disclosed as required under UK laws, shall be reported to a Regulatory
Information Service and shall be available on the London Stock Exchange
website at www.londonstockexchange.com. To the extent that such information is
required to be publicly disclosed in the UK in accordance with applicable
regulatory requirements, this information will, as applicable, also be made
publicly available in the United States.
It may be difficult for US holders of Pod Point Shares to enforce their rights
and any claim arising out of the US federal securities laws in connection with
the Acquisition, since EDF and Pod Point are located in a non-US jurisdiction,
and some or all of their officers and directors may be residents of a non-US
jurisdiction. US holders of Pod Point Shares may not be able to sue a non-US
company or its officers or directors in a non-US court for violations of the
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 judgement.
The financial information included in this Announcement, or that may be
included in the Scheme Document, has been, or will have been, prepared in
accordance with accounting standards applicable in the United Kingdom and thus
may not be comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with generally accepted
accounting principles in the US ("US GAAP"). US GAAP differs in certain
significant respects from accounting standards applicable in the United
Kingdom. None of the financial information in this announcement, or that may
be included in the Scheme Document, has been, or will be, audited in
accordance with auditing standards generally accepted in the United States or
the auditing standards of the Public Company Accounting Oversight Board
(United States).
Neither the Acquisition nor this Announcement have been approved or
disapproved by the US Securities and Exchange Commission, any state securities
commission in the United States or any other US regulatory authority, nor have
such authorities approved or disapproved or passed judgement upon the fairness
or the merits of the Acquisition, or determined if the information contained
in this Announcement is adequate, accurate or complete. Any representation to
the contrary is a criminal offence in the United States.
The receipt of cash pursuant to the Acquisition by a US holder as
consideration for the transfer of its Pod Point Shares pursuant to the
Acquisition will likely be a taxable transaction for US federal income tax
purposes and under applicable US state and local, as well as foreign and
other, tax laws. Each US holder of Pod Point Shares is urged to consult their
independent legal, tax and financial advisers regarding the tax consequences
of the Acquisition applicable to them, including under applicable US state and
local, as well as overseas and other, tax laws.
Forward-looking statements
This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by EDF or Pod Point may contain statements about EDF and
Pod Point that are or may be deemed to be forward looking statements. All
statements other than statements of historical facts included in this
Announcement may be forward looking statements. Without limitation, any
statements preceded or followed by or that include the words "targets",
"plans", "believes", "expects", "aims", "intends", "will", "may", "shall",
"should", "anticipates", "estimates", "projects", "is subject to", "budget",
"scheduled", "forecast" or words or terms of similar substance or the negative
thereof, are forward looking statements. Forward looking statements include
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 EDF's or
Pod Point's operations and potential synergies resulting from the Acquisition;
and (iii) the effects of government regulation on EDF's or Pod Point's
business.
Such forward looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections of the
management of EDF and Pod Point about future events, and are therefore subject
to risks and uncertainties that could significantly affect expected results
and are based on certain key assumptions. Many factors could cause actual
results to differ materially from those projected or implied in any forward
looking statements. These factors include the satisfaction of the Conditions,
as well as additional factors such as: increased competition, the loss of or
damage to one or more key customer relationships, changes to customer ordering
patterns, delays in obtaining customer approvals for engineering or price
level changes, the failure of one or more key suppliers, the outcome of
business or industry restructuring, the outcome of any litigation, changes in
economic conditions, currency fluctuations, changes in interest and tax rates,
changes in raw materials or energy market prices, changes in laws, regulations
or regulatory policies, developments in legal or public policy doctrines,
technological developments, the failure to retain key management, or the
timing and success of future acquisition opportunities or major investment
projects. Other unknown or unpredictable factors could cause actual results to
differ materially from those in the forward looking statements. Such forward
looking statements should therefore be construed in light of such factors.
Neither EDF nor Pod Point, nor any of their respective associates or
directors, officers 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. Due to
such uncertainties and risks, readers are cautioned not to place undue
reliance on such forward looking statements, which speak only as of the date
hereof. All subsequent oral or written forward looking statements attributable
to any member of the EDF Group or the Pod Point Group, or any of their
respective associates, directors, officers, employees or advisers, are
expressly qualified in their entirety by the cautionary statement above.
EDF and Pod Point expressly disclaim any obligation to update any forward
looking or other statements contained herein, except as required by applicable
law or by the rules of any competent regulatory authority, whether as a result
of new information, future events or otherwise.
No profit forecasts or profit estimates or quantified financial benefit
statements
No statement in this Announcement is intended as, or is to be construed as, a
profit forecast, profit estimate or quantified financial benefit statement for
any period and no statement in this Announcement should be interpreted to mean
that earnings or earnings per share for Pod Point or EDF for the current or
future financial years would necessarily match or exceed the historical
published earnings or earnings per share for Pod Point or EDF.
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 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 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 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 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.
Publication on website
A copy of this Announcement and the documents required to be published
pursuant to Rule 26 of the Takeover Code will be available, free of charge,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, on EDF's website at
https://www.edfenergy.com/business-update-edf
(https://www.edfenergy.com/business-update-edf) and on Pod Point's website at
https://investors.pod-point.com/firm-offer
(https://investors.pod-point.com/firm-offer) by no later than 12.00 noon
(London time) on the Business Day following the publication of this
Announcement.
For the avoidance of doubt, the contents of these websites and any websites
accessible from hyperlinks on these websites are not incorporated into and do
not form part of this Announcement.
Electronic Communications
Please be aware that addresses, electronic addresses and certain other
information provided by Pod Point Shareholders, persons with information
rights and other relevant persons for the receipt of communications from Pod
Point may be provided to EDF during the Offer Period as required under Section
4 of Appendix 4 of the Takeover Code.
Right to receive documents in hard copy form
In accordance with Rule 30.3 of the Takeover Code, Pod Point Shareholders,
participants in the Pod Point Share Plans and persons with information rights
may request a hard copy of this Announcement, free of charge, by contacting
Pod Point's registrars, Equiniti Limited, at Aspect House, Spencer Road,
Lancing, West Sussex, BN99 6DA or by calling +44 (0)371 384 2030. If calling
from outside the United Kingdom, please ensure the country code is used. 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. Lines are open between 8.30 am to 5.30 pm (London time), Monday to
Friday (except public holidays in England and Wales). For persons who receive
a copy of this Announcement in electronic form or via a website notification,
a hard copy of this Announcement will not be sent unless so requested. Such
persons may also request that all future documents, announcements and
information in relation to the Acquisition are sent to them in hard copy form.
Rounding
Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
General
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 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.
The Acquisition will be subject to English law, the jurisdiction of the Court,
and the applicable requirements of the Companies Act, the Takeover Code, the
Panel, the London Stock Exchange and the FCA.
Appendix 1
CONDITIONS AND FURTHER TERMS OF THE SCHEME AND THE ACQUISITION
Part A: CONDITIONS TO THE SCHEME AND THE ACQUISITION
Long Stop Date
1. The Acquisition will be conditional upon the Scheme
becoming unconditional and becoming Effective, subject to the Takeover Code,
by not later than the Long Stop Date.
Statutory Conditions
2. The Scheme will be subject to the following conditions:
(a) (i) its approval by a majority in number of the Scheme
Shareholders present and voting (and entitled to vote), either in person or by
proxy, at the Court Meeting and at any separate class meeting which may be
required (or any adjournment thereof), and who represent not less than 75 per
cent. in value of the Scheme Shares voted by those Scheme Shareholders; and
(ii) such Court Meeting and any such separate class meeting (or any
adjournment thereof) being held on or before the 22(nd) day after the expected
date of the Court Meeting to be set out in the Scheme Document in due course
(or such later date, if any (a) as EDF and Pod Point may agree or (b) (in a
competitive situation) as may be specified by EDF with the consent of the
Panel, and in each case that (if so required) the Court may allow);
(b) (i) the Pod Point Resolution(s) being duly passed by the
requisite majority or majorities of Pod Point Shareholders at the General
Meeting (or any adjournment thereof); and (ii) such General Meeting being held
on or before the 22(nd) day after the expected date of such meeting to be set
out in the Scheme Document in due course (or such later date, if any (a) as
EDF and Pod Point may agree or (b) (in a competitive situation) as may be
specified by EDF with the consent of the Panel, and in each case that (if so
required) the Court may allow);
(c) (i) the sanction of the Scheme by the Court (with or without
modification, but subject to any such modification being on terms acceptable
to Pod Point and EDF) and the delivery of a copy of the Court Order to the
Registrar of Companies; and (ii) the Court hearing to sanction the Scheme
being held on or before the 22(nd) day after the expected date of such hearing
to be set out in the Scheme Document in due course (or such later date, if any
(a) as EDF and Pod Point may agree or (b) (in a competitive situation) as may
be specified by EDF with the consent of the Panel, and in each case that (if
so required) the Court may allow).
General Conditions
3. In addition, subject as stated in Part B below, and to the
requirements of the Panel, EDF and Pod Point have agreed that the Acquisition
will be conditional upon the following Conditions and, accordingly, the
necessary actions to make the Scheme Effective will not be taken unless the
following Conditions (as amended if appropriate) have been satisfied or, where
relevant, waived:
Insolvency condition
(a) no steps or corporate action have been taken, or legal
proceedings commenced or threatened, by or against a member of the Wider Pod
Point Group, for its winding-up (including, but not limited to, the submission
of a winding-up petition), dissolution, insolvency or reorganisation (by way
of voluntary arrangement, scheme of arrangement or otherwise), or for the
granting of any moratorium of any of its indebtedness, or for its entry into
any compromise, arrangement or composition for the benefit of its creditors or
members (other than the Scheme), or for the appointment of a liquidator,
receiver, administrator, administrative receiver, compulsory manager, trustee
or similar officer of it or any material part of its assets (or any analogous
proceedings or appointment in any overseas jurisdiction), provided that this
condition will not apply if the steps or corporate action have been taken, or
legal proceedings commenced or threatened by, any member of the Wider EDF
Group;
Other third party clearances
(b) no Third Party having given notice of a decision to take,
institute, implement or threaten any action, proceeding, suit, investigation,
enquiry or reference (and in each case, not having withdrawn the same), or
having required any action to be taken or otherwise having done anything, or
having enacted, made or proposed any statute, regulation, decision, order or
change to published practice (and in each case, not having withdrawn the same)
and there not continuing to be outstanding any statute, regulation, decision
or order which would or might reasonably be expected to:
(i) require, prevent or materially delay the divestiture or
alter the terms envisaged for such divestiture by any member of the Wider EDF
Group or by any member of the Wider Pod Point Group of all or any part of its
businesses, assets or property (including, shares or other securities (or
equivalent)) or impose any limitation on the ability of all or any of them to
conduct their businesses (or any part thereof) or to own, control or manage
any of their assets or properties (or any part thereof) to an extent which is
material in the context of the Wider EDF Group or the Wider Pod Point Group,
in either case taken as a whole;
(ii) require any member of the Wider EDF Group or the Wider Pod
Point Group to acquire or offer to acquire any shares, other securities (or
the equivalent) or interest in any member of the Wider Pod Point Group or the
Wider EDF Group or any asset owned by any third party (other than in the
implementation of the Acquisition, or, if applicable, pursuant to sections 974
to 991 of the Companies Act), which is material in the context of the Wider
EDF Group or the Wider Pod Point Group, in either case taken as a whole;
(iii) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider EDF Group directly or
indirectly to acquire, hold or to exercise effectively all or any rights of
ownership in respect of shares or other securities in, or to exercise voting
or management control over, any member of the Wider Pod Point Group;
(iv) otherwise materially adversely affect any or all of the
business, assets, profits, or prospects of the Wider Pod Point Group or the
Wider EDF Group taken as a whole;
(v) result in any member of the Wider Pod Point Group or any
member of the Wider EDF Group ceasing to be able to carry on business under
any name under which it presently carries on business, to an extent which is
material in the context of the Wider EDF Group or the Wider Pod Point Group,
in either case taken as a whole;
(vi) make the Acquisition or its implementation void,
unenforceable and/or illegal under the laws of any relevant jurisdiction, or
otherwise, directly or indirectly prevent or prohibit, restrict, restrain, or
materially delay or materially interfere with the implementation of, or impose
material additional conditions or obligations with respect to, or otherwise
materially challenge, impede or interfere with or require material amendment
of the Acquisition; or
(vii) impose any material limitation on or result in any material
delay in the ability of any member of the Wider EDF Group or any member of the
Wider Pod Point Group to conduct, integrate or co-ordinate all or any part of
its business with all or any part of the business of any other member of the
Wider EDF Group and/or the Wider Pod Point Group in a manner which is
materially adverse in the context of the Wider EDF Group or Wider Pod Point
Group, in either case taken as a whole,
and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could decide to take, institute,
implement or threaten any such action, proceeding, suit, investigation,
enquiry or reference or take any other step under the laws of any jurisdiction
in respect of the Acquisition or the acquisition of any Pod Point Shares or
otherwise intervene having expired, lapsed or been terminated;
(c) all filings, applications and/or notifications which are
necessary or considered appropriate by EDF (acting reasonably) having been
made in connection with the Acquisition and all relevant waiting periods and
other time periods (including any extensions thereof) under any applicable
legislation or regulation of any jurisdiction having expired, lapsed or been
terminated (as appropriate) and all statutory or regulatory obligations in any
jurisdiction having been complied with in connection with the Acquisition or
the carrying on by any member of the Wider Pod Point Group of a material part
of its business;
(d) all necessary Authorisations for the proposed acquisition of
any shares or other securities in, or control of, Pod Point by any member of
the Wider EDF Group having been obtained in terms and in a form reasonably
satisfactory to EDF from all necessary Third Parties or persons with whom any
member of the Wider Pod Point Group has entered into contractual arrangements,
and all such Authorisations, together with all Authorisations which are
necessary or appropriate to carry on the business of any member of the Wider
Pod Point Group, remaining in full force and effect and all filings necessary
for such purpose have been made and there being no notice or intimation of any
intention to revoke, suspend, restrict, modify or not to renew any of the same
at the time at which the Acquisition becomes otherwise unconditional and all
necessary statutory or regulatory obligations in any jurisdiction having been
complied with;
Certain matters arising as a result of any arrangement, agreement, etc.
(e) except as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other instrument
to which any member of the Wider Pod Point Group is a party or by or to which
any such member or any of its assets is or may be bound, entitled or be
subject or any event or circumstance which, as a consequence of the
Acquisition or because of a change in the control or management of any member
of the Wider Pod Point Group or otherwise, would reasonably be expected to
result in, in each case to an extent which is material in the context of the
Wider Pod Point Group as a whole:
(i) any monies borrowed by, or any other indebtedness or
liabilities, actual or contingent, of, or any grant available to, any member
of the Wider Pod Point Group being or becoming repayable, or capable of being
declared repayable, immediately or prior to its or their stated maturity date
or repayment date, or the ability of any such member to borrow monies or incur
any indebtedness being withdrawn or inhibited or being capable of becoming or
being withdrawn or inhibited;
(ii) the rights, liabilities, obligations, interests or business
of any member of the Wider Pod Point Group under any such arrangement,
agreement, licence, permit, lease or instrument or the interests or business
of any member of the Wider Pod Point Group in or with any other person or body
or firm or company (or any agreement or arrangement relating to any such
interests or business) being or becoming capable of being terminated, or
adversely modified or affected or any onerous obligation or liability arising
or any action being taken thereunder;
(iii) any member of the Wider Pod Point Group ceasing to be able
to carry on business under any name under which it presently carries on
business, to an extent which is material in the context of the Wider Pod Point
Group taken as a whole;
(iv) any assets or interests of any member of the Wider Pod Point
Group being or failing to be disposed of or charged or ceasing to be available
to any such member or any right arising under which any such asset or interest
could be required to be disposed of or charged or could cease to be available
to any member of the Wider Pod Point Group otherwise than in the ordinary
course of business;
(v) the creation, save in the ordinary and usual course of
business, or enforcement of any mortgage, charge or other security interest
over the whole or any part of the business, property or assets of any member
of the Wider Pod Point Group or any such mortgage, charge or other security
interest (whenever created, arising or having arisen), becoming enforceable;
(vi) the business, assets, profits, value of, or the financial or
trading position or prospects of, any member of the Wider Pod Point Group
being prejudiced or adversely affected;
(vii) the creation or acceleration of any liability (actual or
contingent) by any member of the Wider Pod Point Group, other than trade
creditors or other liabilities incurred in the ordinary course of business;
(viii) any liability of any member of the Wider Pod Point Group to
make any severance, termination, bonus or other payment to any of its
directors or other officers other than in the ordinary course of business; or
(ix) any requirement of any member of the Wider Pod Point Group to
acquire, subscribe, pay up or repay any shares or other securities (or the
equivalent),
and, no event having occurred which, under any provision of any arrangement,
agreement, licence, permit, franchise, lease or other instrument to which any
member of the Wider Pod Point Group is a party or by or to which any such
member or any of its assets are bound, entitled or subject, would or would
reasonably be expected to result in any of the events or circumstances as are
referred to in Conditions 3(e)(i) to 3(e)(viii) in each case to an extent or
in a manner which is material in the context of the Wider Pod Point Group
taken as a whole;
Certain events occurring since 31 December 2024
(f) except as Disclosed, no member of the Wider Pod Point Group
having since 31 December 2024:
(i) save as between Pod Point and its wholly-owned
subsidiaries or between such wholly-owned subsidiaries and save for the issue
of Pod Point Shares on the exercise of options and the vesting of awards under
the Pod Point Share Plans, issued or agreed to issue or authorised or proposed
or announced its intention to authorise or propose the issue, of additional
shares of any class, or securities or securities convertible into, or
exchangeable for, or rights, warrants or options to subscribe for or acquire,
any such shares, securities or convertible securities or transferred or sold
or agreed to transfer or sell or authorised or proposed the transfer or sale
of Pod Point Shares out of treasury;
(ii) recommended, declared, paid or made or proposed or agreed
to recommend, declare, pay or make any bonus issue, dividend or other
distribution (whether payable in cash or otherwise) other than dividends (or
other distributions whether payable in cash or otherwise) lawfully paid or
made by any wholly-owned subsidiary of Pod Point to Pod Point or any of its
wholly-owned subsidiaries;
(iii) other than pursuant to the Acquisition (and except for
transactions between Pod Point and its wholly-owned subsidiaries or between
the wholly-owned subsidiaries of Pod Point and transactions in the ordinary
course of business) implemented, effected, authorised or proposed or announced
its intention to implement, effect, authorise or propose any merger, demerger,
reconstruction, amalgamation, scheme, commitment or offer or disposal of
assets or shares or loan capital (or the equivalent thereof) in any
undertaking or undertakings, in each case to an extent which is material in
the context of the Wider Pod Point Group taken as a whole;
(iv) except for transactions between Pod Point and its
wholly-owned subsidiaries or between the wholly-owned subsidiaries of Pod
Point and except for transactions in the ordinary course of business disposed
of, or transferred, mortgaged or created any security interest over any
material asset or any right, title or interest in any asset or authorised,
proposed or announced any intention to do so to an extent which, in each case,
is material in the context of the Wider Pod Point Group taken as a whole;
(v) except for transactions between Pod Point and its
wholly-owned subsidiaries or between the wholly-owned subsidiaries of Pod
Point issued, authorised, made or proposed or announced an intention to issue,
authorise or make any change in or to the terms of any debentures or loan
capital or become subject to any contingent liability or incurred or increased
any indebtedness to an extent which, in each case, is material in the context
of the Wider Pod Point Group taken as a whole;
(vi) entered into any licence or other disposal of intellectual
property rights of any member of the Wider Pod Point Group, which are material
in the context of the Wider Pod Point Group taken as a whole and outside of
the ordinary course of business;
(vii) entered into or varied or authorised, proposed or announced
its intention to enter into or vary any contract, arrangement, agreement,
transaction or commitment (whether in respect of capital expenditure or
otherwise) (otherwise than in the ordinary course of business) which is of a
long term, unusual or onerous nature or magnitude or which is or which
involves or could reasonably be expected to involve an obligation of a nature
or magnitude which in any such case, is material in the context of the Pod
Point Group, or which is or is reasonably expected to be materially
restrictive on the business of any member of the Wider Pod Point Group to an
extent which, in each case, is material in the context of the Wider Pod Point
Group taken as a whole;
(viii) entered into or varied or authorised, proposed or announced its
intention to enter into or vary the terms of, or made any offer (which remains
open for acceptance) to enter into or vary the terms of any contract, service
agreement, commitment or arrangement with any director or senior executive of
any member of the Wider Pod Point Group, except for salary increases, bonuses
or variations of terms in the ordinary course;
(ix) except as permitted by or pursuant to the terms of the
Cooperation Agreement, proposed, agreed to provide or modified the terms of
any share option scheme, incentive scheme or other benefit relating to the
employment or termination of employment of any employee of the Wider Pod Point
Group, which, taken as a whole, are material in the context of the Wider Pod
Point Group taken as a whole;
(x) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, except in respect of the matters mentioned in sub-paragraph (i) above,
made any other change to any part of its share capital, to an extent which is
material in the context of the Wider Pod Point Group taken as a whole;
(xi) waived, compromised or settled any claim otherwise than in
the ordinary course of business which is material in the context of the Wider
Pod Point Group taken as a whole;
(xii) terminated or varied the terms of any agreement or arrangement
between any member of the Wider Pod Point Group and any other person in a
manner which would, or would reasonably be expected to, have a material
adverse effect on the financial position of the Wider Pod Point Group taken as
a whole, except as a result of the actions of the Wider EDF Group;
(xiii) made any alteration to its memorandum or articles of
association or other incorporation documents (in each case, other than in
connection with the Scheme or the Acquisition);
(xiv) in relation to any pension scheme or other retirement, leaving
service or death benefit arrangement established for any directors or
employees of any entity in the Wider Pod Point Group or their dependants and
established by a member of the Wider Pod Point Group (a "Relevant Pension
Plan"), except in relation to changes made or agreed as a result of, or
arising from, changes to legislation, made or agreed or consented to any
change to:
(A) the terms of the trust deeds and/or rules constituting any
Relevant Pension Plan;
(B) the contributions payable to any Relevant Pension Plan or to
the benefits which accrue, or to the pensions which are payable, thereunder;
(C) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or determined; or
(D) the basis upon which the liabilities (including pensions) of
any Relevant Pension Plan are funded, valued, made, agreed or consented to;
where to do so has or is reasonably likely to have a material impact on the
Wider Pod Point Group;
(xv) established or proposed the establishment of any Relevant
Pension Plan to the extent which is material in the context of the Wider Pod
Point Group taken as a whole, and other than as required in accordance with
applicable law;
(xvi) been unable, or admitted in writing that it is unable, to pay
its debts or commenced negotiations with one or more of its creditors (other
than with the Wider EDF Group) with a view to rescheduling or restructuring
any of its indebtedness, or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened to cease
carrying on all or a substantial part of its business which is material in the
context of the Wider Pod Point Group taken as a whole;
(xvii) (other than in respect of a member of the Wider Pod Point Group
which is dormant and was solvent at the relevant time) taken or proposed any
steps, corporate action or had any legal proceedings instituted or threatened
against it in relation to the suspension of payments, a moratorium of any
indebtedness, its winding-up (voluntary or otherwise), dissolution,
reorganisation or for the appointment of a receiver, administrator, manager,
administrative receiver, trustee or similar officer of all or any material
part of its assets or revenues or any analogous or equivalent steps or
proceedings in any jurisdiction or appointed any analogous person in any
jurisdiction or had any such person appointed;
(xviii) entered into or implemented any joint venture, asset or profit
sharing arrangement, partnership or merger of business or corporate entities
(other than the Scheme), which is material in the context of the Wider Pod
Point Group taken as a whole;
(xix) following the date of this Announcement, taken (or agreed or
proposed to take) any action which requires, or would require, the consent of
the Panel or the approval of Pod Point Shareholders in general meeting in
accordance with, or as contemplated by, Rule 21.1 of the Takeover Code; or
(xx) entered into any agreement, arrangement, commitment or contract
or passed any resolution or made any offer (which remains open for acceptance)
with respect to or announced an intention to, or to propose to, effect any of
the transactions, matters or events referred to in this Condition 3(f);
No adverse change, litigation, regulatory enquiry or similar
(g) except as Disclosed, since 31 December 2024 there having
been:
(i) no adverse change and no circumstance having arisen which
would be or would reasonably be expected to result in any material adverse
change in, the business, assets, value, financial or trading position or
profits or prospects or operational performance of any member of the Wider Pod
Point Group which is material in the context of the Wider Pod Point Group
taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Wider Pod Point Group is or
may become a party (whether as claimant, defendant or otherwise) having been
threatened, announced, instituted or remaining outstanding by, against or in
respect of, any member of the Wider Pod Point Group, in each case which is or
would be expected to be material in the context of the Wider Pod Point Group
taken as a whole;
(iii) no enquiry, review or investigation by, or complaint or
reference to, any Third Party against or in respect of any member of the Wider
Pod Point Group having been threatened, announced or instituted or remaining
outstanding by, against or in respect of any member of the Wider Pod Point
Group, in each case which would reasonably be expected to have a material
adverse effect on the Wider Pod Point Group taken as a whole;
(iv) no contingent or other liability having arisen or become
apparent to EDF or increased other than in the ordinary course of business
which is reasonably likely to affect adversely the business, assets, financial
or trading position or profits or prospects of any member of the Wider Pod
Point Group to an extent which is material in the context of the Wider Pod
Point Group taken as a whole;
(v) no steps having been taken and no omissions having been made
which are reasonably likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of the Wider Pod
Point Group which is necessary for the proper carrying on of its business and
the withdrawal, cancellation, termination or modification of which would
reasonably be expected to have a material adverse effect on the Wider Pod
Point Group taken as a whole; and
(vi) no member of the Wider Pod Point Group having conducted its
business in breach of any applicable laws and regulations in manner which is
material in the context of the Wider Pod Point Group taken as a whole;
No discovery of certain matters regarding information, liabilities and
environmental issues
(h) except as Disclosed, since 31 December 2024 EDF not having
discovered that:
(i) any financial, business or other information concerning
the Wider Pod Point Group publicly announced before the date of the
Announcement or disclosed at any time to any member of the Wider EDF Group by
or on behalf of any member of the Wider Pod Point Group before the date of
this Announcement is misleading, contains a misrepresentation of any fact, or
omits to state a fact necessary to make that information not misleading, and
which is, in any case, material in the context of the Wider Pod Point Group
taken as a whole;
(ii) any member of the Wider Pod Point Group or any partnership,
company or other entity in which any member of the Wider Pod Point Group has a
significant economic interest and which is not a subsidiary undertaking of Pod
Point is subject to any liability, contingent or otherwise, which is material
in the context of the Wider Pod Point Group taken as a whole;
(iii) any past member or present member of the Wider Pod Point
Group has not complied with any applicable legislation, regulations or other
requirements of any jurisdiction or any Authorisations relating to the use,
treatment, storage, carriage, disposal, discharge, spillage, release, leak or
emission of any waste or hazardous substance or any substance likely to impair
the environment (including property) or harm human or animal health or
otherwise relating to environmental matters or the health and safety of
humans, which non-compliance would be likely to give rise to any material
liability including any penalty for non-compliance (whether actual or
contingent) on the part of any member of the Wider Pod Point Group, in each
case to an extent which is material in the context of the Wider Pod Point
Group taken as a whole;
Intellectual property
(i) except as Disclosed and since 31 December 2024, no
circumstance having arisen or event having occurred in relation to any
intellectual property owned or used by any member of the Wider Pod Point Group
which would have a material adverse effect on the Wider Pod Point Group taken
as a whole, including:
(i) any member of the Wider Pod Point Group losing its title
to any intellectual property used in its business, or any intellectual
property owned by any member of the Wider Pod Point Group and material to its
business being revoked, cancelled or declared invalid; or
(ii) any claim being asserted in writing or threatened in
writing by any person challenging the ownership of any member of the Wider Pod
Point Group to, or the validity or effectiveness of, any of its intellectual
property; or
(iii) any agreement regarding the use of any intellectual property
licensed to or by any member of the Wider Pod Point Group being terminated or
varied; and
Anti-corruption, sanctions and criminal property
(j) except as Disclosed, EDF not having discovered:
(i) (i) any past or present member, director, officer or
employee of the Wider Pod Point Group, in connection with their position at
the Wider Pod Point Group is or has at any time engaged in any activity,
practice or conduct (or omitted to take any action) which would constitute an
offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of
1977, as amended, or any other anti-corruption legislation applicable to the
Wider Pod Point Group; or (ii) any past or present member of the Wider Pod
Point Group or any person that performs or has performed services for or on
behalf of the Wider Pod Point Group is or has at any time engaged in any
activity, practice or conduct in connection with the performance of such
services which would constitute an offence under the Bribery Act 2010, the US
Foreign Corrupt Practices Act of 1977, as amended, or any other applicable
anti-corruption legislation;
(ii) any asset of any member of the Wider Pod Point Group
constitutes criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that definition);
(iii) any past or present member, director, officer or employee of
the Wider Pod Point Group or any other person for whom any such person may be
liable or responsible, has engaged in any business with, made any investments
in, made any funds or assets available to or received any funds or assets
from: (i) any government, entity or individual in respect of which US, UK or
European Union persons, or persons operating in those territories, are
prohibited from engaging in activities or doing business, or from receiving or
making available funds or economic resources, by applicable US, UK or European
Union laws or regulations, including the economic sanctions administered by
the United States Office of Foreign Assets Control or HM Revenue &
Customs; or (ii) any government, entity or individual targeted by any of the
economic sanctions of the United Nations, the United States, the United
Kingdom, the European Union or any of its member states or any other
governmental or supranational body or authority in any jurisdiction, except as
may have been licensed by the relevant authority; or
(iv) a member of the Wider Pod Point Group has engaged in any
transaction or conduct which would cause any member of the Wider Pod Point
Group or the Wider EDF Group to be in breach of any applicable law or
regulation upon the completion of the Acquisition, including any economic
sanctions of the United States Office of Foreign Assets Control or HM Revenue
& Customs, or any government, entity or individual targeted by any of the
economic sanctions of the United Nations, the United States, the United
Kingdom or the European Union or any of its member states.
Part B: FURTHER TERMS OF THE ACQUISITION
1. The Conditions set out in paragraphs 2(a), 2(b) and 3
(inclusive) of Part A above must each be fulfilled, determined by EDF to be or
to remain satisfied or (if capable of waiver) be waived by EDF prior to the
commencement of the Court hearing to sanction the Scheme, failing which the
Scheme will lapse.
2. Subject to the requirements of the Panel and the Takeover
Code, EDF reserves the right in its sole discretion to waive, in whole or in
part, all or any of the Conditions set out in Part A of Appendix 1 above,
except the Conditions set out in paragraphs 1, 2(a)(i), 2(b)(i) and 2(c)(i) of
Part A which cannot be waived.
3. The deadlines set out in the Conditions in paragraphs 1,
2(a)(ii), 2(b)(ii) and 2(c)(ii) of Part A above for the timing of the Long
Stop Date, Court Meeting, the General Meeting and/or the Court hearing to
sanction the Scheme may be extended. If any of the Conditions in paragraphs 1,
2(a)(ii), 2(b)(ii) and 2(c)(ii) of Part A above is not satisfied by the
deadline specified in the relevant Condition, EDF will make an announcement by
8.00 am on the Business Day following such deadline confirming whether it has
invoked the relevant Condition, waived the relevant deadline or agreed with
Pod Point to extend the deadline in relation to the relevant Condition.
4. EDF shall be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or treat as fulfilled any of
the Conditions that it is entitled (with the consent of the Panel and subject
to the requirements of the Takeover Code) to waive, by a date and time earlier
than the latest date specified in paragraph 1 above for the fulfilment or
waiver thereof, notwithstanding that the other Conditions may at such earlier
date have been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such Conditions may not be capable of
fulfilment.
5. Under Rule 13.5(a) of the Takeover Code, and subject to
paragraph 6 below, EDF may only invoke a Condition that is subject to Rule
13.5(a) of the Takeover Code so as to cause the Acquisition not to proceed, to
lapse or to be withdrawn with the consent of the Panel and any Condition that
is subject to Rule 13.5(a) of the Takeover Code may be waived by EDF. The
Panel will normally only give its consent if the circumstances which give rise
to the right to invoke the Condition are of material significance to EDF in
the context of the Acquisition. This will be judged by reference to the facts
of each case at the time that the relevant circumstances arise.
6. Conditions 1 (subject to Appendix 7 of the Takeover Code),
2(a), 2(b) and 2(c) of Part A above and, if applicable, any acceptance
condition if the Acquisition is implemented by means of a Takeover Offer, are
not subject to Rule 13.5(a) of the Takeover Code.
7. The Pod Point Shares to be acquired under the Acquisition
will be acquired with full title guarantee, fully paid and free from all
liens, equities, charges, encumbrances, options, rights of pre-emption and any
other third party rights and interests of any nature and together with all
rights as at the date of this Announcement or hereafter attaching or accruing
to them, including, without limitation, voting rights and the right to receive
and retain in full all dividends and other distributions and any return of
capital (whether by reduction of share capital or share premium account or
otherwise) declared, made, paid or becoming payable by reference to a record
date falling on or after the Effective Date (other than any dividend,
distribution or return of capital in respect of which a corresponding
reduction in the consideration payable under the terms of the Acquisition has
been made as described in paragraph 8 below).
8. Subject to the terms of the Acquisition, if, on or after
the date of this Announcement and on or prior to the Effective Date, any
dividend and/or other distribution and/or return of capital is authorised,
announced, declared, made or paid or becomes payable in respect of Pod Point
Shares, EDF reserves the right to reduce the cash consideration payable under
the terms of the Acquisition by an amount equal to all or part of any such
dividend and/or other distribution and/or return of capital, in which case:
(a) any reference in this Announcement or in the Scheme Document to the
consideration will be deemed to be a reference to the consideration as so
reduced; and (b) the relevant eligible Pod Point Shareholders will be entitled
to receive and retain any such dividend and/or other distribution and/or
return of capital authorised, announced, declared, made or paid. To the extent
that any such dividend, distribution or return of capital is authorised,
announced, declared, made or paid or becomes payable: (x) pursuant to the
Acquisition on a basis which entitles EDF to receive the dividend or
distribution or return of capital and to retain it; or (y) is subsequently
cancelled, the consideration payable under the terms of the Acquisition will
not be subject to change in accordance with this paragraph. Any exercise by
EDF of its rights referred to in this paragraph shall be the subject of an
announcement and, for the avoidance of doubt, shall not be regarded as
constituting any revision or variation of the Acquisition.
9. EDF reserves the right to elect (subject to the consent of
the Panel and to the terms of the Cooperation Agreement) to implement the
Acquisition by way of a Takeover Offer as an alternative to the Scheme. In
such event, the Acquisition will (unless otherwise consented to by Pod Point
or required by the Panel) be implemented on substantially the same terms, so
far as applicable, as those which would apply to the Scheme, subject to the
terms of the Cooperation Agreement and appropriate amendments including
(without limitation) the inclusion of an acceptance condition set at 75 per
cent. (or such other percentage as EDF may, subject to the rules of the
Takeover Code and with the consent of the Panel, decide) of the shares to
which the Acquisition relates and those required by, or deemed appropriate by,
EDF under applicable law, so far as is applicable). Furthermore, if such
Takeover Offer is made and sufficient acceptances of such Takeover Offer are
received and/or sufficient Pod Point Shares are otherwise acquired by EDF, it
is the intention of EDF to apply the provisions of Chapter 3 of Part 28 of the
Companies Act to acquire compulsorily any outstanding Pod Point Shares in
respect of which the Takeover Offer has not been accepted.
10. The availability of the Acquisition to persons not resident in
the United Kingdom may be affected by the laws of the relevant jurisdictions.
Persons who are not resident in the United Kingdom should inform themselves
about and observe any applicable legal and regulatory requirements.
11. The Acquisition is not being made, directly or indirectly, in,
into or from, or by use of the mails of, or by any means of instrumentality
(including, but not limited to, facsimile, e-mail 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.
12. The Scheme will be governed by English law and is subject to
the jurisdiction of the Court and to the Conditions and further terms set out
in this Appendix 1 to this Announcement, and to the full terms and Conditions
to be set out in the Scheme Document. The Acquisition will be subject to the
applicable requirements of the Takeover Code, the Panel, the UK Listing Rules,
the London Stock Exchange and the Financial Conduct Authority.
13. Each of the Conditions will be regarded as a separate
Condition and will not be limited by reference to any other Condition.
Appendix 2
SOURCES AND BASES OF INFORMATION
Unless otherwise stated in this Announcement:
1. all references to Pod Point Shares are to Pod Point
ordinary shares of £0.001 each;
2. the value of £10.6 million attributed to the fully diluted
issued share capital of Pod Point has been calculated based on the Acquisition
consideration of 6.5 pence per Pod Point Share and:
(a) 156,900,118 Pod Point Shares in issue as at the Latest
Practicable Date; plus
(b) 6,357,374 Pod Point Shares which may be issued on or after
the date of this Announcement to satisfy the exercise of options and vesting
of awards over Pod Point Shares which are outstanding under the Pod Point
Share Plans as at the Latest Practicable Date; less
(c) 585,003 Pod Point Shares as at the Latest Practicable Date
held by the Pod Point EBT which can be used to satisfy the exercise of options
and vesting of awards granted in respect of Pod Point Shares under the Pod
Point Share Plans unless otherwise stated;
3. the Closing Prices per Pod Point Share have been sourced
from Bloomberg and refer to trading on the London Stock Exchange only; and
4. unless otherwise stated, the financial information relating
to Pod Point is extracted from the annual report and accounts of Pod Point for
the relevant years, and the audited consolidated financial statements
contained therein have been prepared in compliance with United Kingdom
accounting standards, including Financial Reporting Standard 102 (FRS 102) and
the Companies Act 2006.
Appendix 3
DETAILS OF IRREVOCABLE UNDERTAKINGS and letter of intent
1. Independent Pod Point Directors
The following Independent Pod Point Directors have given irrevocable
undertakings in respect of the following Pod Point Shares beneficially held by
them (or those Pod Point Shares over which they have control) to vote (or
procure the voting) in favour of the Scheme at the Court Meeting and the Pod
Point Resolution(s) at the General Meeting (or, if the Acquisition is
implemented by means of a Takeover Offer, to accept or procure the acceptance
of the Takeover Offer):
Name Number of Pod Point Shares Percentage of Pod Point issued ordinary share capital
Andy Palmer 128,778 0.08%
Melanie Lane 400,000 0.25%
Gareth Davies 88,889 0.06%
Margaret Amos 4,444 0.00%
Norma Dove-Edwin 13,333 0.01%
Karen Myers 25,778 0.02%
Erika Schraner 25,778 0.02%
Total: 687,000 0.44%
These irrevocable undertakings also extend to any Pod Point Shares acquired by
Melanie Lane as a result of the vesting of awards or the exercise of options
under the Pod Point Share Plans.
These irrevocable undertakings remain binding in the event a higher competing
offer is made for Pod Point by a third party and will only cease to be binding
on the earlier of the following occurrences:
· EDF announces its valid and binding election to implement
the Acquisition by way of a Takeover Offer, and the formal document containing
the Takeover Offer is not published within 28 days (or such longer period as
the Panel may agree) after the date of the announcement of such election
unless, on or before that date (as extended, if applicable), EDF announces its
election to implement the Acquisition by way of a Scheme or otherwise;
· the Scheme lapses or is withdrawn in accordance with its
terms (or having announced its election to implement the Acquisition by way of
a Takeover Offer, that Takeover Offer is subsequently withdrawn or lapses in
accordance with its terms) and EDF publicly confirms that it does not intend
to proceed with the Acquisition or to implement the Acquisition (by way of a
Scheme or Takeover Offer or otherwise);
· EDF announces, with the consent of the Panel, that it
does not intent to make or proceed with the Acquisition and no new, revised or
replacement offer or scheme is announced in accordance with Rule 2.7 of the
Takeover Code at the same time;
· the Scheme has not become Effective by the Long Stop
Date; or
· any competing general offer for Pod Point (other than EDF
or its concert parties) becomes or is declared unconditional or otherwise
becomes effective.
2. Other Pod Point Shareholders
The following Pod Point Shareholders have given irrevocable undertakings in
respect of those Pod Point Shares owned or controlled by them to vote (or
procure the voting) in favour of the Scheme at the Court Meeting and the Pod
Point Resolution(s) at the General Meeting (or, if the Acquisition is
implemented by means of a Takeover Offer, to accept or procure the acceptance
of the Takeover Offer):
Name Number of Pod Point Shares Percentage of Pod Point issued ordinary share capital
Legal & General Assurance Society Limited 7,670,177 4.9%
Legal & General Capital Investments Limited 14,246,544 9.1%
Total: 21,916,721 14.0%
These irrevocable undertakings will cease to be binding on the earlier of the
following occurrences:
· if EDF announces its valid and binding election to
implement the Acquisition by way of a Takeover Offer and the formal document
containing the Takeover Offer is not published within 28 days (or such longer
period as the Panel may agree) after the date of the announcement of such
election unless, on or before that date (as extended, if applicable), EDF
announces its election to implement the Acquisition by way of a Scheme or
otherwise;
· if the Scheme lapses or is withdrawn in accordance with
its terms (or having announced its election to implement the Acquisition by
way of a Takeover Offer, that Takeover Offer is subsequently withdrawn or
lapses in accordance with its terms) and EDF publicly confirms that it does
not intend to proceed with the Acquisition or to implement the Acquisition (by
way of a Scheme or Takeover Offer or otherwise);
· if EDF announces, with the consent of the Panel, that it
does not intend to make or proceed with the Acquisition and no new, revised or
replacement offer or scheme is announced in accordance with Rule 2.7 of the
Takeover Code at the same time;
· if any third party announces, in accordance with the
Takeover Code, a firm intention to make an offer (whether made by way of a
takeover offer or a scheme of arrangement) for the entire issued share capital
of Pod Point on terms more favourable than the terms of the Acquisition (a
"Competing Offer");
· if any Competing Offer is declared wholly unconditional
or, if proceeding by way of a scheme of arrangement, becomes effective; or
· if the Scheme has not become Effective by the Long Stop
Date.
3. Letters of intent
EDF has received a non-binding letter of intent to vote (or procure the
voting) in favour of the Scheme at the Court Meeting and the Pod Point
Resolution(s) to be proposed at the General Meeting (or, if the Acquisition is
implemented by means of a Takeover Offer, to accept or procure the acceptance
of the Takeover Offer) from Schroder Investment Management Limited in respect
of 6,157,321 Pod Point Shares representing approximately 3.9 per cent. of the
ordinary share capital of Pod Point in issue as at the Latest Practicable
Date.
Appendix 4
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context requires otherwise:
"Acquisition" the acquisition by EDF of the entire issued and to be issued ordinary share
capital of Pod Point not already held by EDF, to be implemented by means of
the Scheme (or by way of a Takeover Offer, where EDF so elects under certain
circumstances described in this Announcement) and, where the context requires,
any subsequent revision, variation, extension or renewal thereof;
"Announcement" this announcement;
"Authorisations" regulatory authorisations, orders, determinations, recognitions, grants,
consents, clearances, confirmations, certificates, licences, permissions,
exemptions or approvals;
"Barclays" or "Barclays Bank PLC" Barclays Bank PLC, acting through its Investment Bank;
"Business Day" a day (other than Saturdays, Sundays and public holidays in the UK) on which
banks are open for business in the City of London;
"Canaccord Genuity" Canaccord Genuity Limited;
"Closing Price" the closing middle market price of a Pod Point Share on a particular trading
day as derived from Bloomberg;
"Companies Act" the Companies Act 2006 (as amended from time to time);
"Conditions" the conditions to the implementation of the Acquisition, as set out in Part A
of Appendix 1 to this Announcement and to be set out in the Scheme Document;
"Cooperation Agreement" the cooperation agreement dated on or around the date of this Announcement
between EDF and Pod Point and relating to, amongst other things, the
implementation of the Acquisition, further details of which are set out in
paragraph 11 of this Announcement;
"Court" the High Court of Justice in England and Wales;
"Court Meeting" the meeting of Scheme Shareholders to be convened pursuant to an order of the
Court under Part 26 of the Companies Act for the purpose of considering and,
if thought fit, approving the Scheme, including any adjournment thereof;
"Court Order" the order of the Court sanctioning the Scheme under Part 26 of the Companies
Act;
"CREST" the system for the paperless settlement of trades in securities and the
holding of uncertificated securities operated by Euroclear;
"Disclosed" the information fairly disclosed by, or on behalf of Pod Point: (i) in the Pod
Point 2024 Annual Report; (ii) in this Announcement; (iii) in any other
announcement to a Regulatory Information Service by, or on behalf of Pod Point
before the publication of this Announcement; (iv) in the virtual data room
operated on behalf of Pod Point for the purposes of the Acquisition (which EDF
and/or its advisers were able to access prior to the date of this
Announcement); or (v) as otherwise fairly disclosed to EDF (or its officers,
employees, agents or advisers in each case in their capacity as such) in
writing before the date of this Announcement;
"EDF" EDF Energy Customers Limited, a private limited company incorporated under the
laws of England and Wales with registered number 02228297;
"EDF Group" EDF and its subsidiary undertakings and associated undertakings;
"EDF S.A." EDF S.A., a société anonyme, incorporated under the laws of France, with
registered number 552 081 317;
"EDF S.A. Group" EDF S.A. and its subsidiary undertakings and associated undertakings;
"Effective Date" the date on which either: (i) the Scheme becomes effective in accordance with
its terms; or (ii) (if EDF elects to implement the Acquisition by way of a
Takeover Offer, subject to Panel consent and the terms of the Cooperation
Agreement), the date on which such Takeover Offer becomes or is declared
unconditional in accordance with the requirements of the Takeover Code, and
"Effective" shall be construed accordingly;
"Euroclear" Euroclear UK & International Limited;
"EV" electric vehicle;
"Excluded Shares" (i) any Pod Point Shares of which EDF or any member of the EDF Group is the
holder or in which EDF or any member of the EDF Group is beneficially
interested at the Scheme Record Time; or (ii) any Pod Point Shares which are
for the time being held by Pod Point as treasury shares (within the meaning of
the Companies Act);
"FCA" or "Financial Conduct Authority" the Financial Conduct Authority acting in its capacity as the competent
authority for the purposes of Part VI of the UK Financial Services and Markets
Act 2000, or any successor regulatory body;
"Forms of Proxy" the forms of proxy in connection with each of the Court Meeting and General
Meeting which will accompany the Scheme Document;
"FSMA" the Financial Services and Markets Act 2000 (as amended from time to time);
"General Meeting" the general meeting of Pod Point Shareholders (including any adjournment
thereof) to consider and, if thought fit, pass the Pod Point Resolution(s);
"Independent Pod Point Directors" the Pod Point Directors who are independent of EDF in respect of the
Acquisition, being any Pod Point Director other than Rob Guyler and any other
person from time to time appointed by the board of directors of Pod Point as a
representative of EDF; 3
"Independent Shareholders" any person entitled to vote on the election of directors of Pod Point other
than EDF and its concert parties;
"Latest Practicable Date" 11 June 2025, being the last Business Day prior to the date of this
Announcement;
"Legal & General Entities" Legal & General Assurance Society Limited and Legal & General Capital
Investments Limited;
"London Stock Exchange" London Stock Exchange plc;
"Long Stop Date" 11.59 p.m. on 30 September 2025 or such later time or date, if any (a) as Pod
Point and EDF may agree, or (b) (in a competitive situation) as may be
specified by EDF with the consent of the Panel, and in each case that (if so
required) the Court may allow;
"OEMs" original equipment manufacturers;
"Offer Document" should the Acquisition be implemented by way of a Takeover Offer, the document
to be sent to Pod Point Shareholders which will contain, amongst other things,
the terms and conditions of the Takeover Offer;
"Offer Period" the offer period (as defined by the Takeover Code) relating to Pod Point,
which commenced on 24 April 2025;
"Official List" the Official List maintained by the FCA;
"Opening Position Disclosure" has the same meaning as in Rule 8 of the Takeover Code;
"Overseas Shareholders" Pod Point Shareholders (or nominees of, or custodians or trustees for Pod
Point Shareholders) not resident in, or nationals or citizens of the United
Kingdom;
"Panel" the Panel on Takeovers and Mergers;
"Panmure Liberum" Panmure Liberum Limited
"Pod Point" Pod Point Group Holdings plc, a public limited company incorporated in England
and Wales with registered number 12431376;
"Pod Point 2024 Annual Report" the annual report and accounts of Pod Point for the financial year ended 31
December 2024;
"Pod Point Articles" the articles of association of Pod Point in force from time to time;
"Pod Point Directors" the directors of Pod Point;
"Pod Point EBT" the Pod Point Employee Benefit Trust established by a trust deed dated 3
November 2021;
"Pod Point Group" Pod Point and its subsidiary undertakings and where the context permits, each
of them;
"Pod Point Resolution(s)" such shareholder resolution(s) of Pod Point as are necessary to approve,
implement and effect the Scheme and the Acquisition including, amongst other
things, to make certain amendments to the Pod Point Articles and for the
avoidance of doubt excluding any resolutions relating to the annual report and
accounts for the financial year ended 31 December 2024, together with the
directors' report thereon and the independent auditor's report on the audited
accounts and any associated resolutions;
"Pod Point Share Plans" the Pod Point Long Term Incentive Plan, the Pod Point Deferred Bonus Share
Plan, the Pod Point IPO Share Plan, the Pod Point Share Incentive Plan, the
cash-based plan pursuant to which awards were granted to non-employees engaged
by the Pod Point Group which mimic the terms and structure of the Pod Point
Long Term Incentive Plan, and the cash-based plan pursuant to which awards
were granted to non-employees engaged by the Pod Point Group which mimic the
terms and structure of the Pod Point IPO Share Plan, in each case as amended
from time to time;
"Pod Point Shareholders" the holders of Pod Point Shares;
"Pod Point Shares" the existing unconditionally allotted or issued and fully paid ordinary shares
of £0.001 each in the capital of Pod Point and any further such ordinary
shares which are unconditionally allotted or issued;
"Registrar of Companies" the Registrar of Companies in England and Wales;
"Regulatory Information Service" any information service authorised from time to time by the Financial Conduct
Authority for the purpose of disseminating regulatory announcements;
"Restricted Jurisdiction" any jurisdiction (other than the United Kingdom) into which making the
Acquisition, distributing information relating to the Acquisition, or paying
consideration pursuant to the Acquisition may result in a significant risk of
civil, regulatory or criminal exposure or would or may require EDF (as the
case may be) to comply with any requirements which in its absolute discretion
is regarded as unduly onerous;
"Scheme" the proposed scheme of arrangement under Part 26 of the Companies Act between
Pod Point and Scheme Shareholders in connection with the Acquisition, with or
subject to any modification, addition or condition approved or imposed by the
Court and agreed by Pod Point and EDF;
"Scheme Document" the document to be sent to Pod Point Shareholders containing, amongst other
things, the Scheme and the notices convening the Court Meeting and General
Meeting;
"Scheme Record Time" the time and date to be specified in the Scheme Document, expected to be 6.00
pm on the date following the Court hearing to sanction the Scheme;
"Scheme Shareholder" a holder of Scheme Shares;
"Scheme Shares" all Pod Point Shares:
(i) in issue at the date of the Scheme Document and which remain in issue at
the Scheme Record Time;
(ii) (if any) issued after the date of the Scheme Document and before the
Scheme Voting Record Time, which remain in issue at the Scheme Record Time;
and
(iii) (if any) issued at or after the Scheme Voting Record Time but on or
before the Scheme Record Time either on terms that the original or any
subsequent holders thereof shall be bound by the Scheme or in respect of which
the original or any subsequent holders thereof are, or shall have agreed in
writing to be, so bound, and in each case which remain in issue at the Scheme
Record Time,
in each case other than any Excluded Shares;
"Scheme Voting Record Time" the date and time to be specified in the Scheme Document by reference to which
entitlement to vote at the Court Meeting will be determined;
"Takeover Code" the City Code on Takeovers and Mergers (as amended from time to time);
"Takeover Offer" subject to the consent of the Panel and the terms of the Cooperation
Agreement, should the Acquisition be implemented by way of a takeover offer as
defined in Chapter 3 of Part 28 of the Companies Act, the offer to be made by
or on behalf of EDF to acquire the entire issued and to be issued share
capital of Pod Point, other than Pod Point Shares already held by EDF and,
where the context admits, any subsequent revision, variation, extension or
renewal of such offer;
"Third Party" each of a central bank, state, government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental, administrative,
professional, fiscal or investigative body, court, trade agency, association,
institution, body, employee representative body, any entity owned or
controlled by any government or state, or any other body or person whatsoever
in any jurisdiction;
"UK Listing Rules" the UK listing rules, made by the Financial Conduct Authority under Part 6
FSMA, as amended from time to time;
"uncertificated" a share or other security title to which is recorded in the relevant register
of the share or security as being held in uncertificated form, in CREST, and
title to which, by virtue of the Uncertificated Securities Regulations 2001
(as amended) may be transferred by means of CREST;
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US" the United States of America, its territories and possessions, any state of
the United States of America, the District of Columbia and all other areas
subject to its jurisdiction and any political sub-division thereof;
"US Exchange Act" the United States Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder;
"Wider EDF Group" EDF S.A. and its subsidiary undertakings (excluding any member of the Wider
Pod Point Group) and any other body corporate, partnership, joint venture or
person in which EDF S.A. and such undertakings (aggregating their interests)
have an interest of more than 30 per cent. of the voting or equity capital or
the equivalent (excluding any member of the Wider Pod Point Group); and
"Wider Pod Point Group" Pod Point and subsidiary undertakings and any other body corporate,
partnership, joint venture or person in which Pod Point and such undertakings
(aggregating their interests) have an interest of more than 30 per cent. of
the voting or equity capital or the equivalent.
For the purposes of this Announcement, "subsidiary", "subsidiary undertaking",
"undertaking" and "associated undertaking" have the respective meanings given
thereto by the Companies Act.
All references to "pounds", "pounds sterling", "Sterling", "£", "pence",
"penny" and "p" are to the lawful currency of the United Kingdom.
All the times referred to in this Announcement are London times unless
otherwise stated.
References to the singular include the plural and vice versa.
1 Of the current Independent Pod Point Directors, Norma Dove-Edwin
and Erika Schraner will be resigning as directors at the conclusion of Pod
Point's annual general meeting which is expected to be held on 30 June 2025.
2 Of the current Independent Pod Point Directors, Norma Dove-Edwin
and Erika Schraner will be resigning as directors at the conclusion of Pod
Point's annual general meeting which is expected to be held on 30 June 2025.
3 Of the current Independent Pod Point Directors, Norma Dove-Edwin
and Erika Schraner will be resigning as directors at the conclusion of Pod
Point's annual general meeting which is expected to be held on 30 June 2025.
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 OFFFTMATMTJBMIARecent news on Pod Point group
See all newsREG - Official List - Restoration- Pod Point Group Holdings plc
AnnouncementREG - Pod Point Group Hdgs - Lifting of Suspension in Trading
AnnouncementREG - Pod Point Group Hdgs - Annual Financial Report
AnnouncementREG - Pod Point Group Hdgs - Preliminary Results for FY2024
AnnouncementREG - EDF Energy Customers Pod Point Group Hdgs - Recommended Offer for Pod Point Group Holdings PLC
Announcement