REG - Pod Point Group Hdgs - Publication of Scheme Document

Pod Point groupAnnouncement

Wed 11:00

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RNS Number : 3780O  Pod Point Group Holdings PLC  25 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

FOR IMMEDIATE RELEASE

25 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

PUBLICATION OF THE SCHEME DOCUMENT

On 12 June 2025, the board of EDF and the Independent Pod Point Directors
announced that they had reached agreement on the terms and conditions of a
recommended all cash acquisition, pursuant to which EDF will acquire the
entire issued, and to be issued, ordinary share capital of Pod Point, not
already owned by EDF (the "Acquisition") at a price of 6.5 pence per Pod Point
Share. The Acquisition is intended to be effected by means of a Court
sanctioned scheme of arrangement under Part 26 of the Companies Act.

Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in Part 8 of the Scheme Document (as defined
below). All references to times in this announcement are to London times
unless otherwise stated.

Publication of the Scheme Document

The Independent Pod Point Directors are pleased to announce that the scheme
document (the "Scheme Document") setting out, amongst other things, the full
terms and conditions of the Scheme, a statutory explanatory statement,  an
expected timetable of principal events, notices of the Court Meeting and
General Meeting and details of the actions to be taken by Pod Point
Shareholders is being published and sent today to Pod Point Shareholders and
will be made available free of charge on Pod Point's website at
https://investors.pod-point.com/firm-offer
(https://investors.pod-point.com/firm-offer) and on EDF's website at
https://www.edfenergy.com/business-update-edf
(https://www.edfenergy.com/business-update-edf) .

Hard copies of the Scheme Document (or, depending on Pod Point's Shareholders'
communication preferences, a letter or email giving details of the website
where the Scheme Document may be accessed) and Forms of Proxy for the Court
Meeting and the General Meeting will be sent to Pod Point Shareholders, other
than to Pod Point Shareholders in Restricted Jurisdictions.

Notices of the Court Meeting and General Meeting

As further detailed in the Scheme Document, to become Effective the Scheme
requires, amongst other things, the approval of a majority in number of Scheme
Shareholders present and voting (and entitled to vote), either in person or by
proxy at the Court Meeting, representing not less than 75 per cent. in value
of the Scheme Shares voted by such Scheme Shareholders at the Court Meeting
(or any adjournment of the Court Meeting) and the passing of the Acquisition
Resolution at the General Meeting by Pod Point Shareholders present and voting
(and entitled to vote) in person or by proxy at the General Meeting,
representing not less than 75 per cent. of the votes cast, and the subsequent
sanction of the Court.

Notices convening the Court Meeting and the General Meeting, which will be
held at the offices of Freshfields LLP, 100 Bishopsgate, London, EC2P 2SR on
18 July 2025 at 10.30 a.m. and 10.45 a.m. respectively (or, in the case of the
General Meeting, as soon thereafter as the Court Meeting has concluded or been
adjourned), are set out in Parts 9 and 10 of the Scheme Document,
respectively.  The Scheme requires approval of the Scheme at the Court
Meeting and approval of the Acquisition Resolution at the General Meeting.

It is important that, for the Court Meeting, as many votes as possible are
cast so that the Court may be satisfied that there is a fair representation of
the opinion of Scheme Shareholders.  Scheme Shareholders are therefore
strongly urged to complete and return their Forms of Proxy (or make an
electronic appointment of a proxy or submit a proxy vote via CREST) as soon as
possible.

Further details of the Scheme and the Shareholder Meetings are set out in
paragraph 12 of Part 2 of the Scheme Document.

Irrevocable Undertakings

EDF has received irrevocable undertakings from the Independent Pod Point
Directors who are interested in Pod Point Shares to vote (or procure the
voting) in favour of the Scheme at the Court Meeting and the Acquisition
Resolution to be proposed at the General Meeting in respect of a total of
687,000 Pod Point Shares, representing, in aggregate, approximately 0.4 per
cent. of the total issued ordinary share capital of Pod Point as at the Latest
Practicable Date.

EDF has also received irrevocable undertakings in respect of 21,916,721 Pod
Point Shares to vote in favour of the Scheme at the Court Meeting and to vote
(or procure votes) in favour of the Acquisition Resolution at the General
Meeting from the Legal & General Entities representing, in aggregate,
approximately 14.0 per cent. of the total issued ordinary share capital of Pod
Point 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 Acquisition Resolution 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 the total ordinary issued share capital of Pod
Point as at the Latest Practicable Date.

Recommendation

The Independent Pod Point Directors, who have been so advised by Panmure
Liberum as to the financial terms of the Acquisition, consider the terms of
the Acquisition to be fair and reasonable. In providing 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 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 Acquisition
Resolution 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.

Pod Point Shareholders should carefully read the Scheme Document in its
entirety before making a decision with respect to the Scheme.

Expected Timetable

The Scheme Document contains an expected timetable of principal events
relating to the Scheme, which is also set out below. Subject to obtaining the
necessary approvals from Scheme Shareholders at the Court Meeting, Pod Point
Shareholders at the General Meeting, the satisfaction or, where applicable,
the waiver of the other Conditions (as set out the Scheme Document) and the
sanction of the Court, the Scheme is expected to become Effective in Q3 2025.

All times shown are London times unless otherwise stated. The dates and times
given are indicative only and are based on Pod Point's and EDF's current
expectations and may be subject to change.

If any of the key dates set out in the timetable change, Pod Point will give
notice of this change by issuing an announcement through a Regulatory
Information Service and by making such announcement available on Pod Point's
website at https://investors.pod-point.com/firm-offer
(https://investors.pod-point.com/firm-offer) .

 Event                                                                           Time/date ((1))
 Latest time for lodging BLUE Forms of Proxy for the Court Meeting                10.30 a.m. on 16 July 2025 ((2))
 Latest time for lodging WHITE Forms of Proxy for the General Meeting             10.45 a.m. on 16 July 2025 ((3))
 Voting Record Time                                                               6.30 p.m. on 16 July 2025 ((4))
 Court Meeting                                                                   10.30 a.m. on 18 July 2025
 General Meeting                                                                 10.45 a.m. on 18 July 2025 ((5))
 Certain of the following dates are subject to change (please see Note (Error!
 Reference source not found.) below):
 Court Hearing to sanction the Scheme                                            expected to be 31 July 2025, subject to the satisfaction (or, if applicable,
                                                                                 waiver) of the relevant Conditions ("D")
 Last day of dealings in, and registration of transfers of, Pod Point Shares     D + 1 Business Day ((1))
 Scheme Record Time and disablement of Pod Point Shares in CREST                 6.00 p.m. on D + 1 Business Day ((1)(6))
 Effective Date of the Scheme                                                    immediately after the Scheme Record Time ((1))
 Cancellation of listing of Pod Point Shares on the Official List and of         By 8.00 a.m. on D + 2 Business Days ((1))
 trading of Pod Point Shares on the London Stock Exchange

 Latest date for despatch of cheques in respect of the Consideration and for     Within 14 calendar days of the Effective Date ((1))
 settlement of the Consideration through CREST or other form of payment to Pod
 Point Shareholders
 Long Stop Date                                                                  11.59 p.m. on 30 September 2025 ((1) (7))
 The Court Meeting and the General Meeting will each be held at the offices of
 Freshfields LLP, 100 Bishopsgate, London, EC2P 2SR.

 

(1)         These times and dates are indicative only and will depend,
among other things, on the date upon which the Conditions are satisfied or, if
capable of waiver, waived and the date on which the Court sanctions the
Scheme.  The timetable is also dependent on when the Court Order sanctioning
the Scheme is delivered to the Registrar of Companies. Pod Point will give
notice of any updates or changes to these dates and times, when known, by
issuing an announcement through a Regulatory Information Service and, if
required by the Panel, posting notice of the change(s) to Pod Point
Shareholders and persons with information rights.  Pod Point Share Plan
participants will be contacted separately to inform them of the effect of the
Acquisition on their Awards.

(2)         It is requested that BLUE Forms of Proxy for the Court
Meeting be lodged not later than 10.30 a.m. on 16 July 2025 or, if the Court
Meeting is adjourned, not later than the time set out in the Notice of Court
Meeting in Error! Reference source not found. (Notice of Court Meeting) of
this document. BLUE Forms of Proxy not so lodged may be handed to a
representative of Equiniti on behalf of the Chair of the Court Meeting or to
the Chair of the Court Meeting at or before the commencement of the Court
Meeting.

(3)         It is requested that WHITE Forms of Proxy for the General
Meeting be lodged not later than 10.45 a.m. on 16 July 2025 or, if the General
Meeting is adjourned, not later than the time set out in the notes to the
Notice of General Meeting in Error! Reference source not found. (Notice of
General Meeting) of this document. WHITE Forms of Proxy cannot be handed to
the Chair of the General Meeting at that meeting.

(4)         If either of the Shareholder Meetings is adjourned, the
Voting Record Time for the relevant adjourned meeting will be 6.30 p.m. on the
date falling two Business Days before the date set for that adjourned meeting.

(5)         To commence at 10.45 a.m. on 18 July 2025 or as soon
thereafter as the Court Meeting has concluded or been adjourned.

(6)         Scheme Shareholders who are on the register of members of
Pod Point as at this time are entitled to receive the Consideration under the
Acquisition.

(7)         This date may be extended to such date (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 the Court (if
required) may allow.

Delisting of Pod Point Shares and Re-Registration

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. on that
date.

Prior to the Effective Date, Pod Point will apply to the FCA and the London
Stock Exchange, respectively, for the listing of the Pod Point Shares on the
Official List to be cancelled and for the Pod Point Shares to cease to be
admitted to trading on the London Stock Exchange's main market for listed
securities.

Such cancellation is expected to take effect by 8.00 a.m.  one Business Day
after the Effective 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 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 and
provided with further details in due course. Details of the proposals will be
set out in the Scheme Document and in separate communications to participants
in the Pod Point Share Plans.

Pod Point Shareholder Helpline

If you have any queries please call the Pod Point Shareholder helpline between
8.30 a.m. and 5.30 p.m. Monday to Friday (except public holidays in England
and Wales) on +44 (0) 371 384 2050. Calls to the helpline from outside the UK
will be charged at applicable international rates.  Different charges may
apply to calls from mobile telephones.

Calls may be recorded and randomly monitored for security and training
purposes.  Please note that Equiniti cannot provide advice on the merits of
the Acquisition or give any financial, legal or tax advice.

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.

Further Information

This announcement is for information purposes only and is not intended to and
does not constitute, or form part of an offer, invitation or the solicitation
of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any
sale, issuance or transfer of securities of Pod Point in any jurisdiction in
contravention of applicable law. The Acquisition will be made solely pursuant
to the terms of the Scheme Document (or, if the Acquisition is to be
implemented by way of a Takeover Offer, the offer document), which contains
the full terms and conditions of the Acquisition, including details of how Pod
Point Shareholders may vote in respect of the Acquisition. Any vote, approval,
decision in respect of, or other response to, the Acquisition should be made
only on the basis of the information contained in the Scheme Document (or any
other document by which the Acquisition is made by way of a Takeover Offer).

The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and the
release of this announcement shall not give rise to any implication that there
has been no change in the facts set out in this announcement since such date.
This announcement does not constitute a prospectus or prospectus equivalent or
exempted document.

No person should construe the contents of this announcement as legal,
financial or tax advice.

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.

 

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