TIDMAMPH
RNS Number : 9394Z
Aggregated Micro Power Holdings PLC
15 January 2020
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 OF
SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014.
FOR IMMEDIATE RELEASE
15 January 2020
RECOMMED CASH ACQUISITION
of
Aggregated Micro Power Holdings plc (trading as AMP Clean
Energy) ("AMP Clean Energy")
by
Fossa Holdco Limited ("BidCo")
(a newly incorporated entity wholly-owned by Asterion Industrial
Infra Fund I, FCR)
COURT SANCTION OF SCHEME OF ARRANGEMENT, EQUITY ISSUE AND
SUSPENSION OF DEALINGS
On 29 November 2019, the boards of AMP Clean Energy and BidCo
announced that they had reached agreement on the terms of a
recommended cash offer under which BidCo would acquire the entire
issued and to be issued ordinary share capital of AMP Clean Energy
(the "Acquisition"). The Acquisition is to be implemented by means
of a scheme of arrangement under Part 26 of the Companies Act 2006
which requires the approval of the eligible Scheme Shareholders and
the sanction of the Court (the "Scheme"). A scheme document was
published on 13 December 2019 setting out the terms of the
Acquisition (the "Scheme Document"). On 8 January 2020, AMP Clean
Energy and BidCo announced that at the Court Meeting and the
General Meeting convened in relation to the proposed Scheme, all
the proposed resolutions were duly passed by the requisite
majorities.
AMP Clean Energy and BidCo are pleased to announce that the
Scheme was sanctioned by the Court earlier today. The Scheme will
become effective upon the Court Order being delivered to the
Registrar of Companies, which is expected to take place on 17
January 2020.
Issue of Equity
As set out in the Scheme Document, immediately following the
sanction of the Scheme by the Court, 6,760,183 AMP Clean Energy
Shares were allotted by AMP Clean Energy in connection with the
exercise of outstanding Options, the AMP Clean Energy Deferred
Consideration Rights and Forest Fuels Deferred Consideration
Rights. Application has been made to the London Stock Exchange for
such AMP Clean Energy Shares to be admitted to trading on AIM and
it is expected that admission will be effective and dealings will
commence in respect of the AMP Clean Energy Shares, at 8.00 a.m. on
16 January 2020 ("Admission").
The number of AMP Clean Energy Shares in AMP Clean Energy in
issue following Admission will be 70,154,137. There are no AMP
Clean Energy Shares held in treasury. The above figure may be used
by AMP Clean Energy Shareholders as the denominator for the
calculations by which they will determine whether they are required
to notify their interest in, or a change to their interest in AMP
Clean Energy under the Financial Conduct Authority's Disclosure
Guidance and Transparency Rules.
Suspension of Dealings
Dealings in AMP Clean Energy Shares on AIM will be suspended
with effect from 7.30 a.m. on 17 January 2020. Accordingly, 16
January 2020 will be the last day of dealings in, and registration
of transfers of, AMP Clean Energy Shares.
Subject to the Scheme becoming effective, it is expected that
the admission to trading of AMP Clean Energy Shares on AIM will be
cancelled at 7.00 a.m. on 20 January 2020. A further announcement
will be made when the Scheme has become effective.
Timetable
The dates and times given are indicative only and are based on
AMP Clean Energy's and BidCo's current expectations and may be
subject to change. If any of the dates and/or times in this
expected timetable change, the revised dates and/or times will be
notified to AMP Clean Energy Shareholders by announcement through a
Regulatory Information Service.
Expected time and/or
Event date
----------------------------------------------- ------------------------
Last day of dealings in, and for the 16 January 2020
registration of transfers of, AMP Clean
Energy Shares
Last day of dealings in, and for the 16 January 2020
registration of, transfers of, and
disablement in CREST of, AMP Clean
Energy Shares
Scheme Record Time 6.00 p.m. on 16 January
2020
Dealings in AMP Clean Energy Shares 7.30 a.m. on 17 January
suspended 2020
Effective Date of the Scheme and completion 17 January 2020
of IncubEx Sale
Cancellation of listing of, and trading 7.00 a.m. on 20 January
in, AMP Clean Energy Shares 2020
Latest date for despatch of cheques/settlement within 14 days of
through CREST the Effective Date
Long Stop Date 31 March 2020(1)
Notes:
(1) This is the latest date by which the Scheme may become
Effective. However, the Long Stop Date may be extended to such
later date as AMP Clean Energy and BidCo may agree in writing (with
the Panel's consent and as the Court may approve (should such
approval(s) be required)).
Unless otherwise stated, all references in this announcement to
times are to London time. Full details of the Acquisition are set
out in the Scheme Document. Defined terms used but not defined in
this announcement have the meaning given to them in the Scheme
Document.
Enquiries:
AMP Clean Energy
Neil Eckert, Executive Chairman +44 (0) 20 7382 7800
Richard Burrell, CEO +44 (0) 20 7382 7800
Evercore (financial adviser to AMP Clean
Energy) +44 (0) 20 7653 6000
Marcus Thompson
Julian Oakley
John Mason
finnCap Ltd (Nominated Adviser and Joint
Broker to AMP Clean Energy) +44 (0) 20 7220 0500
Ed Frisby / Simon Hicks
Andrew Burdis / Richard Chambers
Whitman Howard (Joint Broker to AMP Clean
Energy) +44 (0) 20 7659 1234
Nick Lovering
Mark Murphy
BidCo and Asterion +34 91 088 7404
Nicole Hildebrand
info@asterionindustrial.com
KPMG (financial adviser to BidCo) +44 (0) 20 7311 1000
Helen Roxburgh
Zoë Nateras
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them.
1. Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Neil Eckert
------------------------------- -----------------------------------------
2. Reason for the Notification
--------------------------------------------------------------------------
a) Position/status Executive Chairman
------------------------------- -----------------------------------------
b) Initial notification/Amendment Initial notification
------------------------------- -----------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
--------------------------------------------------------------------------
a) Name Aggregated Micro Power Holdings plc
------------------------------- -----------------------------------------
b) LEI 2138001HABA1FAB3WC13
------------------------------- -----------------------------------------
4. Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
--------------------------------------------------------------------------
a) Description of the Ordinary Shares of 0.5 pence
Financial instrument,
type of instrument
Identification code GB00BC4F3V69
------------------------------- -----------------------------------------
b) Nature of the transaction Deferred consideration shares
------------------------------- -----------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
nil 2,666,666
----------
------------------------------- -----------------------------------------
d) Aggregated information:
* Aggregated volume * 2,666,666
* Price * nil
------------------------------- -----------------------------------------
e) Date of the transaction 15 January 2020
------------------------------- -----------------------------------------
f) Place of the transaction London Stock Exchange, AIM Market (XLON)
------------------------------- -----------------------------------------
1. Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Mathieson Capital LLP, a person closely
associated with Richard Burrell, CEO
------------------------------- ----------------------------------------
2. Reason for the Notification
-------------------------------------------------------------------------
a) Position/status PCA of CEO
------------------------------- ----------------------------------------
b) Initial notification/Amendment Initial notification
------------------------------- ----------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------------
a) Name Aggregated Micro Power Holdings plc
------------------------------- ----------------------------------------
b) LEI 2138001HABA1FAB3WC13
------------------------------- ----------------------------------------
4. Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
-------------------------------------------------------------------------
a) Description of the Ordinary Shares of 0.5 pence
Financial instrument,
type of instrument
Identification code GB00BC4F3V69
------------------------------- ----------------------------------------
b) Nature of the transaction Deferred consideration shares
------------------------------- ----------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
nil 1,333,333
----------
------------------------------- ----------------------------------------
d) Aggregated information:
* Aggregated volume * 1,333,333
* Price * nil
------------------------------- ----------------------------------------
e) Date of the transaction 15 January 2020
------------------------------- ----------------------------------------
f) Place of the transaction London Stock Exchange, AIM Market
(XLON)
------------------------------- ----------------------------------------
1. Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Mark Tarry
------------------------------- -----------------------------------------
2. Reason for the Notification
--------------------------------------------------------------------------
a) Position/status CFO
------------------------------- -----------------------------------------
b) Initial notification/Amendment Initial notification
------------------------------- -----------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
--------------------------------------------------------------------------
a) Name Aggregated Micro Power Holdings plc
------------------------------- -----------------------------------------
b) LEI 2138001HABA1FAB3WC13
------------------------------- -----------------------------------------
4. Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
--------------------------------------------------------------------------
a) Description of the Ordinary Shares of 0.5 pence
Financial instrument,
type of instrument
Identification code GB00BC4F3V69
------------------------------- -----------------------------------------
b) Nature of the transaction Exercise of options
------------------------------- -----------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
GBP0.54 125,000
----------
------------------------------- -----------------------------------------
d) Aggregated information:
* Aggregated volume * 125,000
* Price * GBP0.54
------------------------------- -----------------------------------------
e) Date of the transaction 15 January 2020
------------------------------- -----------------------------------------
f) Place of the transaction London Stock Exchange, AIM Market (XLON)
------------------------------- -----------------------------------------
IMPORTANT NOTICES
KPMG LLP ("KPMG"), which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively as financial
adviser to BidCo and for no one else in connection with the
Acquisition or any matters referred to in the Scheme Document and
this announcement and will not be responsible to anyone other than
BidCo for providing the protections afforded to its clients nor for
providing advice in relation to the Acquisition, the contents of
the Scheme Document and this announcement or any other matters
referred to herein. Neither KPMG nor any of its affiliates,
respective directors, officers, employees and 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 KPMG in connection
with the Acquisition or any statement contained herein or
otherwise.
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting as financial adviser to AMP Clean Energy and for no one else
in connection with the Acquisition and will not be responsible to
anyone other than AMP Clean Energy for providing the protections
afforded to its clients nor for providing advice in relation to the
Acquisition, the contents of the Scheme Document and this
announcement or any other matters referred to herein. Neither
Evercore 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 Evercore
in connection with the Acquisition or any statement contained
herein or otherwise. Apart from the responsibilities and
liabilities, if any, which may be imposed on Evercore by FSMA, or
the regulatory regime established thereunder, or under the
regulatory regime of any jurisdiction where exclusion of liability
under the relevant regulatory regime would be illegal, void or
unenforceable, neither Evercore nor any of its affiliates accepts
any responsibility or liability whatsoever for the contents of the
Scheme Document and this announcement, and no representation,
express or implied, is made by it, or purported to be made on its
behalf, in relation to the contents of the Scheme Document and this
announcement, including its accuracy, completeness or verification
of any other statement made or purported to be made by it, or on
its behalf, in connection with the Acquisition or any other matter
referred to herein. To the fullest extent permitted by applicable
law, Evercore and its affiliates accordingly disclaim all and any
responsibility or liability whether arising in tort, contract or
otherwise (save as referred to above) which they might otherwise
have in respect of the Scheme Document and this announcement or any
statement contained herein.
finnCap Ltd ("finnCap"), which is authorised and regulated in
the United Kingdom by the FCA, is acting as nominated adviser and
joint broker to AMP Clean Energy and for no one else in connection
with the Acquisition and will not be responsible to anyone other
than AMP Clean Energy for providing the protections afforded to its
clients nor for providing advice in relation to the Acquisition,
the contents of the Scheme Document and this announcement or any
other matters referred to in the Scheme Document and this
announcement. Neither finnCap 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 finnCap in connection with the Acquisition or any statement
contained herein or otherwise.
Whitman Howard ("Whitman Howard"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as joint
broker to AMP Clean Energy and for no one else in connection with
the Acquisition and will not be responsible to anyone other than
AMP Clean Energy for providing the protections afforded to its
clients nor for providing advice in relation to the Acquisition,
the contents of the Scheme Document and this announcement or any
other matters referred to in the Scheme Document and this
announcement. Neither Whitman Howard 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 Whitman Howard in connection with the Acquisition
or any statement contained herein or otherwise.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer to
sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise. This
announcement does not constitute a prospectus or prospectus
equivalent document.
The Acquisition is made solely pursuant to the terms of the
Scheme Document which, together with the Forms of Proxy, contain
the full terms and conditions of the Acquisition, including details
of how to vote in respect of the Acquisition. AMP Clean Energy
Shareholders should read the Scheme Document carefully as it
contains important information in relation to the Acquisition. Any
decision in respect of, or other response to, the Acquisition by
AMP Clean Energy Shareholders should only be made on the basis of
the information contained in the Scheme Document.
No person should construe the contents of this announcement as
legal, financial or tax advice and any interested person should
consult its own advisers in connection with such matters.
OVERSEAS JURISDICTIONS
The release, publication or distribution of the Scheme Document
and this announcement in jurisdictions other than the United
Kingdom may be restricted by law and therefore any persons who are
subject to the laws of any jurisdiction other than the United
Kingdom should inform themselves about, and observe, any applicable
requirements.
Neither the Scheme Document nor this announcement constitutes an
offer or an invitation to purchase or subscribe for any securities
or a solicitation of an offer to buy any securities pursuant to the
Scheme Document and this announcement or otherwise in any
jurisdiction in which such offer or solicitation is unlawful. The
Scheme Document, this announcement and the accompanying documents
have been prepared in connection with proposals in relation to a
scheme of arrangement pursuant to and for the purpose of complying
with English law, the Takeover Code, the AIM Rules and the Rules of
the London Stock Exchange and information disclosed may not be the
same as that which would have been prepared in accordance with the
laws of jurisdictions outside England. Nothing in the Scheme
Document, this announcement or the accompanying documents should be
relied on for any other purpose.
Unless otherwise determined by BidCo or required by the Takeover
Code, and permitted by applicable law and regulation, the
Acquisition shall not be made available, directly or indirectly,
in, into or from a Restricted Jurisdiction where to do so would
violate the laws in that jurisdiction and no person may vote in
favour of the Scheme by any such use, means, instrumentality or
form within a Restricted Jurisdiction or any other jurisdiction if
to do so would constitute a violation of the laws of that
jurisdiction. Accordingly, copies of the Scheme Document, 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 or into or from any Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in or into or from any Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction.
Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such
jurisdiction and, to the fullest extent permitted by applicable
law, AMP Clean Energy and BidCo disclaim any responsibility or
liability for the violation of such restrictions by any person.
The availability of the Scheme to AMP Clean Energy Shareholders
who are not resident in the United Kingdom may be affected by the
laws of the relevant jurisdictions in which they are resident.
Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable requirements.
All AMP Clean Energy Shareholders or other persons (including
nominees, trustees and custodians) who would otherwise intend to or
may have a contractual or legal obligation to forward the Scheme
Document, this announcement and the accompanying Forms of Proxy to
a jurisdiction outside the United Kingdom should refrain from doing
so and seek appropriate professional advice before taking any
action.
No person has been authorised to make any representations on
behalf of AMP Clean Energy concerning the Acquisition which are
inconsistent with the statements contained in the Scheme Document
or this announcement and any such representations, if made, may not
be relied upon as having been so authorised.
The summary of the principal provisions of the Scheme contained
in the Scheme Document is qualified in its entirety by reference to
the Scheme itself, the full text of which is set out in Part 4
(Scheme of Arrangement) of the Scheme Document. Each AMP Clean
Energy Shareholder is advised to read and consider carefully the
text of the Scheme itself.
AMP Clean Energy Shareholders should not construe the contents
of the Scheme Document or this announcement as legal, tax or
financial advice and should consult with their own advisers as to
the matters described in this Document.
The Acquisition shall be subject to the applicable requirements
of the Takeover Code, the Panel, the London Stock Exchange, the
Financial Conduct Authority and the AIM Team.
Notice to US investors
AMP Clean Energy Shareholders in the United States should note
that the Acquisition relates to the shares of an English company
that is not registered under the US Exchange Act and is being made
by means of a scheme of arrangement under English company law. The
Scheme Document, this announcement and certain other documents
relating to the Acquisition have been or will be prepared in
accordance with English law, the Takeover Code and UK disclosure
requirements, format and style, all of which differ from those in
the United States. The Scheme is not subject to the tender offer
rules or the proxy solicitation rules under the US Exchange Act. No
registration statement will be filed with the SEC or any state
securities regulators in the US in connection with the Scheme.
The Acquisition is subject to the disclosure and procedural
requirements and practices applicable in the United Kingdom to
schemes of arrangement, which differ from those applicable in the
United States to tender offers or proxy solicitations under the US
Exchange Act.
If BidCo were to elect to implement the Acquisition by means of
a Takeover Offer and determine to extend the offer into the United
States, the Acquisition will be made in compliance with applicable
United States laws and regulations, including any applicable
exemptions under the US Exchange Act.
The receipt of cash pursuant to the Acquisition by a US holder
as consideration for the transfer of its AMP Clean Energy Shares
pursuant to the Scheme will likely be a taxable transaction for
United States federal income tax purposes and under applicable
United States state and local, as well as foreign and other, tax
laws. Each AMP Clean Energy Shareholder is urged to consult his
independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to him.
It may be difficult for US holders to enforce their rights and
claims arising out of the US federal securities laws, since BidCo
and AMP Clean Energy are located in countries other than the US,
and some or all of their officers and directors may be residents of
countries other than the US. US holders may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of 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.
In accordance with normal United Kingdom practice, BidCo 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 AMP Clean Energy outside of the US, other than
pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes Effective, lapses or is otherwise
withdrawn. 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 in the United Kingdom, shall be
reported to a Regulatory Information Service and shall be available
on the London Stock Exchange website at
www.londonstockexchange.com.
Financial information included (or incorporated by reference) in
the Scheme Document and this announcement in relation to AMP Clean
Energy has been or will have been prepared in accordance with
accounting standards applicable in the United Kingdom that 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 United States.
FORWARD LOOKING STATEMENTS
The Scheme Document and this announcement, including information
included or incorporated by reference in the Scheme Document and
this announcement, oral statements made regarding the Acquisition,
and other information published by AMP Clean Energy, BidCo, the
Fund or Asterion contain statements which are, or may be deemed to
be "forward-looking statements".
Forward-looking statements may 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
BidCo, the Fund, Asterion, AMP Clean Energy or any member of the
AMP Clean Energy Group's operations and potential synergies
resulting from the Acquisition; and (iii) the effects of global
economic conditions and governmental regulation on BidCo's, the
Fund's, Asterion's, AMP Clean Energy's or any member of the AMP
Clean Energy Group's business. In some cases, these forward-looking
statements can be identified by the use
of forward-looking terminology, including the terms "believes",
"estimates", "will look to", "would look to", "plans", "prepares",
"anticipates", "expects", "is expected to", "is subject to",
"budget", "scheduled", "forecasts", "synergy", "strategy", "goal",
"cost-saving", "projects" "intends", "may", "will", "shall" or
"should" or their negatives or other variations or comparable
terminology.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that shall occur in the future. These events and
circumstances include changes in the global, political, economic,
business, competitive, market and regulatory forces, future
exchange and interest rates, changes in tax rates or rules and
future business combinations or disposals. If any one or more of
these risks or uncertainties materialises or if any one or more of
the assumptions proves incorrect, actual results may differ
materially from those expected, estimated or projected. Such
forward-looking statements should therefore be construed in the
light of such factors.
These statements are based on assumptions and assessments made
by AMP Clean Energy, BidCo, the Fund and/or Asterion in the light
of their experience and their perception of historical trends,
current conditions, future developments and other factors they
believe appropriate. By their nature, forward-looking statements
involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future. The factors
described in the context of such forward-looking statements in the
Scheme Document and this announcement could cause actual results
and developments to differ materially from those expressed in or
implied by such forward-looking statements.
Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be
given that such expectations will prove to have been correct and
persons reading the Scheme Document or this announcement are
therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of the
Scheme Document and this announcement. Specifically, statements of
estimated cost savings and synergies relate to future actions and
circumstances which, by their nature involve, risks, uncertainties
and contingencies. As a result, any cost savings and synergies
referred to may not be achieved, may be achieved later or sooner
than estimated, or those achieved could be materially different
from those estimated. Due to the scale of the Enlarged Group, there
may be additional changes to the Enlarged Group's operations. As a
result, and given the fact that the changes relate to the future,
the resulting cost synergies may be materially greater or less than
those estimated.
The forward-looking statements speak only at the date of the
Scheme Document and this announcement. All subsequent oral or
written forward-looking statements attributable to any member of
the BidCo Group or the AMP Clean Energy Group, or any of their
respective associates, directors, officers, employees or advisers,
are expressly qualified in their entirety by the cautionary
statement above.
Neither the BidCo Group nor the AMP Clean Energy Group, nor any
of their respective associates or directors, officers, employees,
managers, agents, representatives, partners, members, consultants
or advisers: (i) provide any representation, warranty, assurance or
guarantee that the occurrence of the events expressed or implied in
any forward-looking statements will actually occur; nor (ii) assume
any obligation to, and do not intend to, revise or update these
forward-looking statements (whether as a result of new information,
future events or otherwise), except as required pursuant to
applicable law or by the rules of any competent authority.
DISCLOSURE REQUIREMENTS OF THE TAKEOVER CODE
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in one 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 p.m. (London time) on the 10th Business
Day following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 p.m. (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 one 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 p.m. (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 Takeover 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
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available, free of charge, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions on AMP Clean Energy's website at
https://www.ampcleanenergy.com/investors/recommended-cash-acquisition-for-amp-clean-energy
and Asterion's website at www.asterionindustrial.com/offer/ by no
later than 12:00 p.m. on the Business Day following 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 the
Scheme Document or this announcement.
Neither the content of the websites nor the content of any other
website accessible from hyperlinks on such websites is incorporated
into, or forms part of, the Scheme Document or this
announcement.
ELECTRONIC COMMUNICATIONS
Please be aware that addresses, electronic addresses and certain
information provided by AMP Clean Energy Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from AMP Clean Energy may be provided to BidCo
during the Offer Period as required under Section 4 of Appendix 4
of the Takeover Code to comply with Rule 2.11 of the Takeover
Code.
RIGHT TO RECEIVE DOCUMENTS IN HARD COPY FORM
Any person entitled to receive a copy of documents,
announcements and information relating to the Acquisition is
entitled to receive such documents in hard copy form free of
charge. A person may also request that all future documents,
announcements and information in relation to the Acquisition are
sent to them in hard copy form.
A hard copy will not be sent to any person unless requested from
the Registrar by way of either written request to Link Asset
Services, Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU or request by telephone on 0371 664 0321
(when telephoning from inside the UK) or on +44 371 664 0321 (when
telephoning from outside the UK). Calls to the helpline from
outside the UK will be charged at the applicable international
rate. Please note that calls may be recorded and randomly monitored
for security and training purposes. Please note that Link Asset
Services cannot provide advice on the merits of the possible offer
nor give financial, tax, investment or legal advice. If you have
received the Scheme Document in electronic form, copies of the
Scheme Document and any document or information incorporated by
reference into this Document will not be provided unless such a
request is made. AMP Clean Energy Shareholders may also request
that all future documents, announcements and information to be sent
to them in relation to the Acquisition should be in hard copy
form.
NO PROFIT FORECASTS OR ESTIMATES
No statement in the Scheme Document or this announcement is
intended as a profit forecast or estimate for any period and no
statement in the Scheme Document or this announcement should be
interpreted to mean that earnings or earnings per ordinary share
for AMP Clean Energy or BidCo for the current or future financial
years would necessarily match or exceed the historical published
earnings or earnings per ordinary share for AMP Clean Energy or
BidCo.
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.
END
MSCUVANRRVUAAAR
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