Aggregated Micro - Completion of Acquisition by BidCo & Incubex Sale
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
RECOMMENDED CASH ACQUISITION
(a newly incorporated entity wholly-owned by Asterion Industrial Infra Fund I, FCR)
COMPLETION OF ACQUISITION BY BIDCO, COMPLETION OF INCUBEX SALE AND BOARD CHANGES
AMP Clean Energy and BidCo are pleased to announce that the Court Order sanctioning the Scheme has today been delivered to the Registrar of Companies. Accordingly, the Scheme has now become Effective in accordance with its terms and the entire issued and to be issued ordinary share capital of AMP Clean Energy is now wholly owned by BidCo.
In addition, following the Scheme becoming Effective, the IncubEx Sale has now completed.
Delisting of AMP Clean Energy
Dealings in AMP Clean Energy Shares on AIM were suspended with effect from
Admission to trading of the AMP Clean Energy Shares on AIM will be cancelled with effect from
As a result of the Scheme becoming Effective, share certificates in respect of AMP Clean Energy Shares have ceased to be valid and of value and entitlements to AMP Clean Energy Shares held in uncertificated form in CREST will be cancelled.
Scheme Shareholders on the register at the Scheme Record Time, being
Resignation of non-executive directors and
Each of the non-executive AMP Clean Energy directors has resigned as a director of AMP Clean Energy with immediate effect.
AMP Clean Energy is no longer in an "Offer Period" as defined in the Code and accordingly the dealing disclosure requirements previously notified to investors no longer apply.
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.
AMP Clean Energy
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+44 (0) 20 7382 7800
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+44 (0) 20 7382 7800
Evercore (financial adviser to AMP Clean Energy)
+44 (0) 20 7653 6000
finnCap Ltd (Nominated Adviser and Joint Broker to AMP Clean Energy)
+44 (0) 20 7220 0500
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+44 (0) 20 7659 1234
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BidCo and Asterion
+34 91 088 7404
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+44 (0) 20 7311 1000
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finnCap Ltd ("finnCap"), which is authorised and regulated in the
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.
The release, publication or distribution of the Scheme Document and this announcement in jurisdictions other than the
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
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
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
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
Notice to US investors
AMP Clean Energy Shareholders in
The Acquisition is subject to the disclosure and procedural requirements and practices applicable in the
If BidCo were to elect to implement the Acquisition by means of a Takeover Offer and determine to extend the offer into
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
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
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
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
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
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
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
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.
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
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