TIDMINFI
RNS Number : 4756F
Infinis Energy plc
12 November 2015
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 SUCH
JURISDICTION
FOR IMMEDIATE RELEASE 12 November 2015
Recommended Offer
for
Infinis Energy plc ("Infinis")
by
Monterey Capital II S.à r.l. ("Monterey")
a Terra Firma group company
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Publication of Scheme Document
On 22 October 2015, the board of directors of Monterey and the
Infinis Independent Directors announced that they had agreed the
terms of a recommended cash acquisition by which Monterey will
acquire the entire issued and to be issued ordinary share capital
of Infinis that Monterey does not already own (the "Acquisition")
to be implemented by means of a scheme of arrangement under Part 26
of the Companies Act 2006 (the "Scheme").
Infinis is pleased to announce that a circular in relation to
the Scheme (the "Scheme Document") containing, amongst other
things, the full terms and conditions of the Scheme, an explanatory
statement in relation to the Scheme from Infinis' financial
advisers, an indicative timetable of principal events, a notice to
Scheme Shareholders of the Court Meeting, a notice to Infinis
Shareholders of the General Meeting and details of the action to be
taken by the relevant Shareholders has been published today and is
being posted to Infinis Shareholders and those persons with
information rights.
As described in the Scheme Document, in order to approve the
terms of the Acquisition, Scheme Shareholders will need to vote in
favour of the resolution to be proposed at the Court Meeting and
the Infinis Shareholders will need to vote in favour of the special
resolution to be proposed at the General Meeting. The Scheme will
also require the sanction of the Court.
The Court Meeting and the General Meeting are scheduled to be
held at the offices of Slaughter and May, One Bunhill Row, London,
EC1Y 8YY, on 4 December 2015, with the Court Meeting scheduled to
commence at 2:00 p.m. and the General Meeting scheduled to commence
at 2:10 p.m. (or as soon thereafter as the Court Meeting is
concluded or adjourned). Notices of the Court Meeting and the
General Meeting are set out in the Scheme Document.
Subject to the approval of Scheme Shareholders at the Court
Meeting and Infinis Shareholders at the General Meeting, the
sanction of the Scheme by the Court and the satisfaction or waiver
of the other conditions to which the Scheme is subject, it is
expected that the Scheme will become effective in late December
2015. The expected timetable of principal events for the
implementation of the Acquisition is attached as an Appendix to
this announcement. If any of the key dates set out in the expected
timetable change, an announcement will be made via a Regulatory
Information Service.
Under the terms of the Acquisition, Scheme Shareholders will be
entitled to receive:
for each Scheme Share: 185 pence in cash
Monterey reserves the right to reduce the price of the
Acquisition by the amount of any dividend which is declared, paid
or payable by Infinis after 22 October 2015.
The Infinis Independent Directors have confirmed that they do
not intend to declare an interim dividend prior to the Scheme
either becoming effective or lapsing.
Copies of this announcement and the Scheme Document will be
available for inspection free of charge, subject to certain
restrictions relating to persons in certain overseas jurisdictions,
for inspection on Infinis' website at www.infinis.com and Terra
Firma's website at www.terrafirma.com up to and including the
Effective Date.
Capitalised terms used in this announcement but not defined have
the same meaning as in the Scheme Document.
Enquiries:
Goldman Sachs International Tel: +44 (0) 20 7774 1000 Infinis Tel: +44 (0) 20 7404 5959
(Sole Financial Adviser to Ian Marchant
Terra Firma and Monterey) Eric Machiels
Alasdair Warren
Nimesh Khiroya
Alex Garner
Finsbury Tel: +44 (0) 20 7251 3801 Barclays Tel: +44 (0) 20 7623 2323
(PR Adviser to Terra Firma (Joint Financial Adviser and
and Monterey) Corporate Broker to Infinis)
Rollo Head Iain Smedley
Gordon Simpson Mark Todd
Nishant Amin
Neal West (Corporate Broking)
RBC Capital Markets Tel: +44 (0) 20 7653 4000
(Joint Financial Adviser and
Corporate Broker to Infinis)
Dai Clement
Lorna Shearin
Mark Rushton
Jonathan Hardy (Corporate
Broking)
Brunswick Tel: +44 (0) 20 7404 5959
(PR Adviser to Infinis)
David Litterick
Simon Maine
Further information
This announcement 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 Infinis in any jurisdiction in contravention of
applicable law.
The Acquisition will be made solely by means of the Scheme
Document, which will contain the full terms and conditions of the
Acquisition including details of how to vote in respect of the
Scheme. Any vote in respect of the Scheme or other response in
relation to the Acquisition should be made only on the basis on the
information contained in the Scheme Document.
Goldman Sachs International, which is authorised by the PRA and
regulated by the FCA and the PRA, is acting exclusively for Terra
Firma and Monterey and no one else in connection with the
Acquisition and will not be responsible to anyone other than Terra
Firma and Monterey for providing the protections afforded to
clients of Goldman Sachs International nor for providing advice in
relation to the Acquisition or any other matters referred to in
this announcement.
Barclays, which is authorised by the PRA and regulated in the
United Kingdom by the FCA and the PRA, is acting exclusively for
Infinis and no one else in connection with the Acquisition and will
not be responsible to anyone other than Infinis for providing the
protections afforded to clients of Barclays nor for providing
advice in relation to the Acquisition or any other matter referred
to in this announcement.
RBC Europe Limited (trading as RBC Capital Markets), which is
authorised by the PRA and regulated by the FCA and the PRA, is
acting exclusively for Infinis and no one else in connection with
the Acquisition and will not be responsible to anyone other than
Infinis for providing the protections afforded to clients of RBC
Europe Limited nor for providing advice in relation to the
Acquisition or any other matters referred to in this
announcement.
Overseas jurisdictions
The availability of the Acquisition to Infinis Shareholders who
are not resident in and citizens of the UK may be affected by the
laws of the relevant jurisdictions in which they are located or of
which they are citizens. Persons who are not resident in the UK
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. Further details in
relation to overseas shareholders will be contained in the Scheme
Document.
The release, publication or distribution of this announcement in
or into jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves about, and
observe, any applicable requirements. Any failure to comply with
the applicable 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. This announcement has
been prepared for the purposes of complying with English law, the
rules of the London Stock Exchange and the Code and the 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 of England.
Copies of this announcement and formal documentation relating to
the Scheme and the Acquisition will not be and must not be, mailed
or otherwise forwarded, distributed or sent in, into or from any
jurisdiction where to do so would violate the laws of that
jurisdiction.
(MORE TO FOLLOW) Dow Jones Newswires
November 12, 2015 04:41 ET (09:41 GMT)
US Holders should note that the Acquisition relates to the
securities of a UK company, is subject to UK disclosure
requirements (which are different from those of the US) and is
proposed to be implemented under 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 rules
under the US Exchange Act. Accordingly, the Scheme will be subject
to UK disclosure requirements and practices, which are different
from the disclosure requirements of the US tender offer rules. The
financial information included the Scheme documentation in relation
to Infinis has been or will have been prepared in accordance with
generally accepted accounting principles of the UK 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. If Monterey
exercises its right to implement the Acquisition by way of a
takeover offer, such offer will be made in compliance with
applicable US tender offer and securities laws and regulations.
The receipt of cash pursuant to the Acquisition by a US Holder
as consideration for the transfer of its Scheme Shares pursuant to
the Scheme may 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 Infinis 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
Monterey and Infinis 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 UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, Monterey or its nominees, or its
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Infinis Shares outside
of the United States, other than pursuant to the Acquisition, until
the date on which the Acquisition and/or Scheme becomes effective,
lapses or is otherwise withdrawn. In addition, in accordance with
the Code, normal United Kingdom practice and Rule 14e-5(b) of the
US Exchange Act, Goldman Sachs International, while serving as a
financial adviser to Monterey, or its affiliates and certain
identifiable business units, and Barclays, while serving as joint
financial adviser to Infinis, or its affiliates and certain
identifiable business units will continue to act as an exempt
principal trader in Infinis Shares on the London Stock Exchange.
These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. Any
information about such purchases will be disclosed as required in
the UK, will be reported to a Regulatory Information Service of the
London Stock Exchange and will be available on the London Stock
Exchange website, www.londonstockexchange.com.
Forward looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by Monterey and
Infinis contain statements which are, or may be deemed to be,
"forward-looking statements". 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
Monterey and Infinis about future events, and are therefore subject
to risks and uncertainties which could cause actual results to
differ materially from the future results expressed or implied by
the forward-looking statements. The forward-looking statements
contained in this announcement include statements relating to the
expected effects of the Acquisition on Monterey and Infinis, the
expected timing and scope of the Acquisition and other statements
other than historical facts. Often, but not always, forward-looking
statements can be identified by the use of forward-looking words
such as "plans", "expects" or "does not expect", "is expected", "is
subject to", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", or "believes",
or variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Although Monterey
and Infinis believe that the expectations reflected in such
forward-looking statements are reasonable, Monterey and Infinis can
give no assurance that such expectations will prove to be correct.
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. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to: the
ability to consummate the Acquisition; the ability to obtain
requisite shareholder approvals and the satisfaction of other
Conditions on the proposed terms and schedule; the ability of
Monterey and Infinis to successfully retain key employees; the
potential impact of the announcement or consummation of the
Acquisition on relationships, including with employees, suppliers,
customers and competitors; changes in general economic, business
and political conditions, including changes in the financial
markets; significant competition that Infinis faces; compliance
with extensive government regulation. 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 the
light of such factors. Neither Monterey nor Terra Firma nor
Infinis, 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. You are cautioned not to place undue reliance on these
forward-looking statements. Other than in accordance with their
legal or regulatory obligations (including under the Disclosure and
Transparency Rules of the FCA, as applicable), neither Monterey nor
Infinis is under any obligation, and Monterey and Infinis expressly
disclaim any intention or obligation, to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Dealing disclosure requirements
Under Rule 8.3(a) of the 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 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).
(MORE TO FOLLOW) Dow Jones Newswires
November 12, 2015 04:41 ET (09:41 GMT)
INFINIS ENERGY (LSE:INFI)
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