REG - Pod Point Group Hdgs - Scheme Of Arrangement Becomes Effective

Pod Point groupAnnouncement

01/08/2025 18:30

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RNS Number : 7203T  Pod Point Group Holdings PLC  01 August 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

1 August 2025

RECOMMENDED CASH ACQUISITION

of

POD POINT GROUP HOLDINGS PLC ("POD POINT")

by

EDF ENERGY CUSTOMERS LIMITED ("EDF")

 

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

Further to the announcement on 31 July 2025 that the Court had sanctioned the
Scheme and following delivery of a copy of the Court Order to the Registrar of
Companies after 6.00 p.m. on 1 August 2025, EDF and Pod Point are pleased to
announce that the Scheme has now become Effective in accordance with its
terms.

Capitalised terms used but not defined in this announcement have the meanings
given to them in the scheme document published on 25 June 2025 (the "Scheme
Document"). Full details of the Acquisition are set out in the Scheme
Document.

Settlement of consideration

Under the terms of the Scheme, each Scheme Shareholder on the register of
members of Pod Point at the Scheme Record Time (being 6.00 p.m. on 1 August
2025) is entitled to receive 6.5 pence for each Scheme Share held by them at
that time.

Settlement of the Consideration to which any Scheme Shareholder is entitled
will be effected by the despatch of cheques (for Pod Point Shareholders
holding Scheme Shares in certificated form) or the crediting of CREST accounts
(for Pod Point Shareholders holding Scheme Shares in uncertificated form) as
soon as practicable.

The latest date for settlement of the consideration in relation to the
Acquisition is 15 August 2025.

Cancellation of listing and trading of Pod Point Shares

Applications have been made to the FCA and the London Stock Exchange in
relation to the cancellation of the listing of Pod Point Shares on the
Official List and cancellation of the admission to trading of Pod Point Shares
on the main market of the London Stock Exchange, which are each expected to
take place at 8.00 a.m. on 4 August 2025. As a result of the Scheme having
become Effective, share certificates in respect of Pod Point Shares have
ceased to be valid documents of title and entitlements to Pod Point Shares
held in uncertificated form in CREST are being cancelled.

Board changes

As the Scheme has now become Effective, Pod Point announces that, Andy Palmer,
Margaret Amos, Gareth Davis, Robert Guyler, Melanie Lane and Karen Myers have
each tendered their resignation and stepped down from the board of directors
of Pod Point.

In addition, Philippe Commaret, Ceri Humphery, Emily Boarse and Toby Allen
have been appointed as directors of Pod Point and Philippe Commaret has been
appointed as the Chair of the board of directors, in each case with effect
from the Scheme becoming Effective.

End of offer period

Pod Point is no longer in an 'offer period' as defined in the Code and
accordingly the dealing disclosure requirements previously notified to Pod
Point Shareholders no longer apply.

Enquiries:

 EDF                                                                     +44 (0) 1452 652 233 / media@edfenergy.com (mailto: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 (http://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 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 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.

 

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.

 

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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