TIDMAPR TIDMAPR
RNS Number : 7265K
APR Energy PLC
04 January 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
4 January 2016
Recommended Cash Offer for APR Energy plc ("APR Energy")
By
Apple Bidco Limited ("Bidco") an entity jointly controlled by
Fairfax Financial Holdings Limited
("Fairfax"), ACON Equity Management, LLC ("ACON") and Albright
Capital Management LLC
("ACM") (together the "Joint Bidders")
Result of the General Meeting held on 4 January 2016
APR Energy announces that, at the General Meeting held earlier
today, the Resolution required under Rule 16.2 of the Takeover Code
to approve the Management Arrangements, as set out in the Circular
and Notice of General Meeting dated 17 December 2015 (the
"Circular"), was duly passed on a poll by Independent
Shareholders.
The result of the poll on the Resolution is set out below:
Votes For Votes Against
---------------------------------- ----------------------------------
Number of votes % of votes cast Number of votes % of votes cast
---------------- ---------------- ---------------- ----------------
19,199,781 54.42% 16,083,190 45.58%
---------------- ---------------- ---------------- ----------------
Notes:
1. The "For" vote includes those giving the Chairman
discretion.
2. The total number of voting rights in APR Energy is 94,251,622
ordinary shares carrying one vote each, of which 59,806,836
ordinary
shares were held by Independent Shareholders entitled to vote on
the Resolution. In total 35,282,971 votes were cast,
representing
58.99% of the ordinary shares held by Independent
Shareholders.
Capitalised terms used and not defined in this announcement have
the meanings given to them in the Circular.
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement will be available on APR Energy's website at
www.aprenergy.com. The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.
Enquiries:
APR Energy plc + 1 904 223 8488
Lee Munro (investors) + 1 904 404 4576
Manisha Patel (investors) + 1 904 517 5135
Alan Chapple (media) + 1 904 223 2277
Barclays (Financial Adviser to APR Energy) +44 (0)20 7623
2323
Raymond Raimondi
Matthew Smith
Gaurav Gooptu
Numis Securities Limited (Corporate Broker to APR Energy) +44
(0)20 7260 1000
Ben Stoop
Stuart Skinner
CNC (PR Adviser to APR Energy) +44 (0)20 7307 5344
Nick Bastin +44 (0)7931 500 066
Michael Kinirons +44 (0)7827 925 090
Further information
Barclays Bank PLC, acting through its investment bank
("Barclays"), which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority, is acting exclusively for APR
Energy and no one else in connection with the matters described
herein and will not be responsible to anyone other than APR Energy
for providing the protections afforded to its clients or for
providing advice in relation to the matters described herein.
Numis Securities Limited, which is authorised and regulated by
the Financial Conduct Authority, is acting exclusively for APR
Energy and no one else in connection with the matters described
herein and will not be responsible to anyone other than APR Energy
for providing the protections afforded to its clients or for
providing advice in relation to the matters described herein.
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer,
invitation, inducement or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of or
exercise rights in respect of any securities, or the solicitation
of any vote or approval of an offer to buy securities in any
jurisdiction, pursuant to the Offer or otherwise. Any response in
respect of the Offer should be made only on the basis of
information contained in the Offer Document, which contains the
full terms and conditions of the Offer, including how the Offer may
be accepted. APR Energy Shareholders are advised to read the Offer
Document carefully.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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 Code, any person who is, or becomes,
interested in 1% 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 Takeover 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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