Source - LSE Regulatory
RNS Number : 3677I
Ecotricity Group Limited
11 August 2021
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR 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

11 August 2021

CASH OFFER

by

ECOTRICITY GROUP LIMITED
 

for

GOOD ENERGY GROUP PLC
 

 

PUBLICATION OF OFFER DOCUMENT

Summary

On 22 July 2021, Ecotricity Group Limited ("Ecotricity") announced the terms of its cash offer (the "Offer") of 340 pence per share for the entire issued and to be issued ordinary share capital of Good Energy Group PLC ("Good Energy") not already owned by Ecotricity, to be effected by means of a takeover offer under the Takeover Code and within the meaning of Part 28 of the 2006 Act.

As at the date of this announcement, Ecotricity holds approximately 25.1 per cent. of Good Energy's issued ordinary share capital.

Ecotricity is pleased to announce that the offer document containing the full terms and conditions of the Offer (the "Offer Document"), together with the related Form of Acceptance, has been published and sent to Good Energy Shareholders today. The Offer Document, the Form of Acceptance and this announcement will be made available on Ecotricity's website at www.ecotricity.co.uk.

 

Terms used but not defined in this announcement have the same meanings as in the Offer Document.

 

Action to be taken by Good Energy Shareholders

The Offer will initially be open for acceptance until 1:00 p.m. (London time) on 10 October 2021, but this date may be brought forward as set out in the Offer Document. To accept the Offer, it is important that Good Energy Shareholders follow the instructions set out in paragraph 13 of the letter from Ecotricity in Part 1 of the Offer Document and, in respect of certificated Good Energy Shares, as further described in the Form of Acceptance.

 

Acceptances of the Offer in respect of certificated Good Energy Shares should be made by completing and returning the Form of Acceptance (along with the relevant share certificate(s) and/or other appropriate documents of title) using the accompanying first class reply-paid envelope (for use within the United Kingdom only) as soon as possible and in any event so as to be received by no later than 1:00 p.m. (London time) on 10 October 2021 or, if earlier, the Unconditional Date.

 

Acceptances of the Offer in respect of uncertificated Good Energy Shares should be made electronically through CREST so that the TTE Instruction settles as soon as possible and in any event by no later than 1:00 p.m. (London time) on 10 October 2021 or, if earlier, the Unconditional Date.

 

Any Good Energy Shareholders requiring assistance should telephone the Receiving Agent, Link Group, on 0371 664 0321 between 9.00 am - 5.30 pm, Monday to Friday, excluding public holidays in England and Wales.

 

Enquiries:

Ecotricity Group Limited

Tel:  +44 (0) 7799 334994

Will Guyatt, Head of Communications

will.guyatt@ecotricity.co.uk   

 

 

Zeus Capital Limited (Financial Adviser to Ecotricity Group Limited)

Tel : +44 (0) 203 829 5000

Tremayne Ducker

Daniel Harris

James Edis 

 

 

 

Square1 Consulting (Financial PR to Ecotricity Group Limited)

Tel: +44 207 929 5599

David Bick

 

 

IMPORTANT NOTICES

This announcement is for informational purposes only.  It is not intended to, and does not, constitute or form part of, any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Offer or otherwise.  The Offer Document and Form of Acceptance will be made available to all Good Energy Shareholders (except for those in Restricted Jurisdictions) at no cost to them.  Good Energy Shareholders are advised to read the Offer Document and the accompanying Form of Acceptance when they are sent to them because they will contain important information.

The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions.  Such persons should inform themselves about and observe any applicable requirements.  Further details in relation to Overseas Shareholders will be contained in the Offer Document.

This announcement has been prepared for the purposes of complying with English law and the Takeover Code and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

The Offer will be subject to the applicable rules and regulations of the London Stock Exchange and the Takeover Code.

Unless otherwise determined by Ecotricity or required by the Takeover Code, and permitted by applicable law and regulation, the Offer will not be made, directly or indirectly, in, into or from, and will not be capable of acceptance in or from the United States, Canada, Australia or Japan or any jurisdiction where to do so would constitute a breach of securities laws in that jurisdiction.  Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from the United States, Canada, Australia or Japan or any jurisdiction where to do so would constitute a breach of securities laws in that jurisdiction.  Persons receiving this announcement (including custodians, nominees and trustees) should observe these restrictions and should not send or distribute this announcement in, into or from any such jurisdictions.

Zeus Capital, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to Ecotricity and for no one else in connection with the Offer and will not be responsible to any person other than Ecotricity for providing the protections afforded to clients of Zeus Capital, nor for providing advice in relation to the Offer, the content of this announcement or any matter referred to in this announcement.  Neither Zeus Capital nor any of its subsidiaries, branches or affiliates 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 Zeus Capital in connection with this announcement, any statement contained herein or otherwise.

Dealing disclosure requirements

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) of the Takeover Code 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, save to the extent that these details have previously been disclosed under Rule 8 of the Takeover Code.  A Dealing Disclosure by a person to whom Rule 8.3(b) of the Takeover Code 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 of the Takeover Code.

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 of the Takeover Code).

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 and availability of hard copies

Copies of this announcement and the display documents required to be published pursuant to Rule 26.1 of the Takeover Code will be made available, subject to certain restrictions relating to persons resident in the United States, Canada, Australia or Japan or any jurisdiction where to make the documents so available would constitute a breach of securities laws in that jurisdiction, on the Ecotricity Group's website at www.ecotricity.co.uk by no later than 12 noon (London time) on the Business Day following the date of this announcement until the end of the Offer Period. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

In accordance with Rule 30.3 of the Code, any person entitled to receive a copy of documents, announcements and information relating to the Offer is entitled to receive such documents, free of charge, in hard copy form.  Such person may request that all future documents, announcements and information in relation to the Offer are sent to them in hard copy form.  A hard copy of such documents will not be sent to such persons unless requested by contacting Link Group on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 am - 5.30 pm, Monday to Friday excluding public holidays in England and Wales.  Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.  If requested, copies will be provided within two Business Days of the request.

Information relating to Good Energy Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Good Energy Shareholders, persons with information rights and other relevant persons for the receipt of communication from Good Energy may be provided to Ecotricity during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code.

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 or visit 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.
 
END
 
 
ODPEAXPFFAEFEFA
Find out how to deal online from £1.50 in a SIPP, ISA or Dealing account. AJBell logo

Related Charts

Good Energy Group PLC (GOOD)

+5.00p (+2.04%)
delayed 12:24PM