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RNS Number : 0741V
Aggregated Micro Power Holdings PLC
29 November 2019
 

Part I

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 or regulations of such jurisdiction.

FOR IMMEDIATE RELEASE                                                                            29 November 2019

The information contained within this announcement constitutes inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

Recommended cash offer

for

Aggregated Micro Power Holdings plc (trading as AMP Clean Energy) 

by

Fossa Holdco Limited ("BidCo")

(a company wholly-owned by Asterion Industrial Infra Fund I, FCR)

 

(to be effected by a scheme of arrangement

under Part 26 of the Companies Act 2006)

 

Summary

·            The boards of directors of BidCo and AMP Clean Energy are pleased to announce that they have reached agreement on the terms of a recommended acquisition of the entire issued and to be issued ordinary share capital of AMP Clean Energy by BidCo.

·            Under the terms of the Acquisition, AMP Clean Energy Shareholders will receive 90 pence in cash for each AMP Clean Energy Share.

·            The Acquisition values the entire issued and to be issued share capital of AMP Clean Energy at approximately £63.1 million.

·            The Acquisition represents a premium of approximately:

·     32.4 per cent. to the closing price on 28 November 2019 (being the last Business Day immediately prior to the date of this Announcement) of 68.00 pence per AMP Clean Energy Share;

·     31.9 per cent. to the volume weighted average share price for the one-month period ended 28 November 2019 (being the last Business Day before the date of this Announcement) of 68.25 pence per AMP Clean Energy Share; and

·     27.5 per cent. to the volume weighted average share price for the six-month period ended 28 November 2019 (being the last Business Day before the date of this Announcement) of 70.58 pence per AMP Clean Energy Share.

·             It is intended that the Acquisition will be implemented by means of a scheme of arrangement under Part 26 of the Companies Act (or, if BidCo elects, with the consent of the Panel, by way of a Takeover Offer).

·             As separately announced today, a 4.0 per cent. interest in IncubEx has been sold by AMP Clean Energy to IPGL Limited, Michael Spencer's investment vehicle, for a cash consideration of £2.35 million. This sale was made to finance certain of AMP Clean Energy's general working capital requirements, including funding the project pipeline and acquisition of wood fuel stock for the upcoming heating season. In relation to its remaining 26.6 per cent. interest in IncubEx, AMP Clean Energy has entered into the IncubEx Share Purchase Agreement with a consortium comprising IPGL Limited, Neil Eckert (AMP Clean Energy's Executive Chairman and IncubEx Chairman) and Lansdowne to sell its remaining interest in IncubEx to the Consortium at the same valuation paid by IPGL Limited for its 4.0 per cent. acquisition. The proposed sale to the Consortium is conditional upon completion of the Acquisition. IncubEx is an incubator for exchange traded products in the global environmental markets space.

·            The Independent AMP Clean Energy Shareholders will be asked at the General Meeting to approve the IncubEx Sale by voting on the relevant resolution. The Acquisition is conditional on this resolution being passed. For the purposes of Rule 16.1 of the Code, Evercore has confirmed that, in its opinion, the terms of the IncubEx Sale are fair and reasonable so far as the Independent AMP Clean Energy Shareholders are concerned. In providing its opinion, Evercore has taken into account the commercial assessments of the Independent AMP Clean Energy Directors.

·            Because of their interests in the IncubEx Sale, none of Neil Eckert, Lansdowne or their connected persons are entitled to vote on the Scheme at the Court Meeting but each have agreed to consent to and be bound by the Scheme.

·            The AMP Clean Energy Directors, who have been so advised by Evercore as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable, and in the best interests of the AMP Clean Energy Shareholders as a whole. In providing advice to the AMP Clean Energy Directors, Evercore has taken into account the commercial assessments of the AMP Clean Energy Directors. Evercore is providing independent financial advice to the AMP Clean Energy Directors for the purposes of Rule 3 of the Code.

·            The AMP Clean Energy Directors (other than Neil Eckert, in respect of the resolution to approve the IncubEx Sale in relation to which he is regarded as not being independent) intend unanimously to recommend that AMP Clean Energy Shareholders vote in favour of the Scheme at the Court Meeting, in favour of the resolution relating to the Acquisition and in favour of the resolution to approve the IncubEx Sale to be proposed at the General Meeting.

·            The AMP Clean Energy Directors consider the Acquisition to be in the best interests of the AMP Clean Energy Shareholders taken as a whole. Accordingly, the AMP Clean Energy Directors have irrevocably undertaken to vote in favour of the Scheme at the Court Meeting and in favour of the resolutions relating to the Acquisition and the IncubEx Sale at the General Meeting (other than Neil Eckert who has only given an irrevocable undertaking to vote in favour of the resolution relating to the Acquisition to be proposed at the General Meeting as he is not eligible to vote in favour of the Scheme at the Court Meeting (but has agreed to consent to and be bound by the Scheme) or on the resolution relating to the IncubEx Sale), in respect of their own holdings (and those of their family members) of, in aggregate, 13,345,341 AMP Clean Energy Shares, representing approximately 21.1 per cent. of the AMP Clean Energy Shares eligible to vote on the resolution relating to the Acquisition proposed at the General Meeting, and (excluding Neil Eckert's AMP Clean Energy Shares which are ineligible to vote) 4,178,694 AMP Clean Energy Shares, representing approximately 8.7 per cent. of the AMP Clean Energy Shares eligible to vote on the Scheme at the Court Meeting and the resolution relating to the IncubEx Sale at the General Meeting.

·            In addition to the irrevocable undertakings from the AMP Clean Energy Directors, BidCo has received irrevocable undertakings from certain other AMP Clean Energy Shareholders (including Lansdowne who has only given an irrevocable undertaking to vote in favour of the resolution relating to the Acquisition to be proposed at the General Meeting as it is not eligible to vote in favour of the Scheme at the Court Meeting (but has agreed to consent to and be bound by the Scheme) or on the resolution relating to the IncubEx Sale) holding, in aggregate, 17,095,989 AMP Clean Energy Shares, representing approximately 27.0 per cent. of the AMP Clean Energy Shares eligible to vote on the resolution relating to the Acquisition at the General Meeting, and (excluding Lansdowne's AMP Clean Energy Shares which are ineligible to vote) 10,757,183 AMP Clean Energy Shares, representing approximately 22.5 per cent. of the AMP Clean Energy Shares eligible to vote on the Scheme at the Court Meeting and the resolution relating to the IncubEx Sale at the General Meeting.

·            Consequently, BidCo has received irrevocable undertakings with respect to, in aggregate, 30,441,330 AMP Clean Energy Shares, representing approximately 48.0 per cent. of the AMP Clean Energy Shares eligible to vote on the resolution relating to the Acquisition at the General Meeting, and (excluding Neil Eckert's and Lansdowne's AMP Clean Energy Shares which are ineligible to vote) 14,935,877 AMP Clean Energy Shares, representing approximately 31.2 per cent. of the AMP Clean Energy Shares eligible to vote on the Scheme at the Court Meeting and the resolution relating to the IncubEx Sale at the General Meeting.

·            The Scheme Circular, containing further information about the Acquisition and notices of the Court Meeting and the General Meeting, including an indicative timetable for the implementation of the Scheme, together with the Forms of Proxy is expected to be dispatched to AMP Clean Energy Shareholders as soon as reasonably practicable and, in any event, within 28 days of the date of this Announcement.

·            Commenting on the Acquisition, Neil Eckert, Executive Chairman of AMP Clean Energy said:

"We are pleased to announce this recommended Acquisition by Asterion which represents the culmination of a successful journey for AMP Clean Energy. Since it was established, AMP Clean Energy has become a diversified business active in distributed energy assets for heat and power, methods of managing intermittency in power supply and the trading of financial products on environmental markets, all of which will be critical to the future climate agenda.

This transaction allows AMP Clean Energy shareholders to crystallise value through a cash offer at a premium to the current market value whilst providing AMP Clean Energy with the stable source of capital that it requires to move forward and achieve its ambitions. For these reasons, the AMP Clean Energy Board intends to unanimously recommend the offer to AMP Clean Energy Shareholders".

            Richard Burrell, Chief Executive of AMP Clean Energy added:

"This transaction not only represents an attractive offer price for AMP Clean Energy, but it ensures AMP Clean Energy has the right partner to help fund its next phase of growth to help UK businesses unlock the potential of decentralised, low carbon energy which supports the UK's transition to a low carbon economy. With access to further capital from Asterion, AMP Clean Energy will be able to continue to capitalise on its key strength of developing, operating and aggregating small-scale assets and in doing so, delivering energy close to the point of consumption, where and when it is needed most."

·            Commenting on the Acquisition, Jesus Olmos, Founding Partner and Chief Executive of Asterion said:

"We are excited about the opportunity to work with AMP Clean Energy in the increasingly important segment of distributed energy and energy efficiency and thereby to contribute to the clean energy transition in the UK."

 

This summary should be read in conjunction with the full text of the following Announcement including the Appendices. The Acquisition will be subject to the Conditions and certain further terms set out in Appendix I to this Announcement and to the full terms and conditions which will be set out in the Scheme Circular. Appendix II contains bases and sources of certain information contained within this document. Appendix III contains details of the irrevocable undertakings given to Asterion. Appendix IV contains the definitions of certain terms used in this announcement.

 

Enquiries:

BidCo and Asterion                              

Nicole Hildebrand                                                +34 91 088 7404

[email protected]

 

KPMG (financial adviser to BidCo)

Helen Roxburgh                                                   +44 (0) 20 7311 1000

Zoë Nateras                                                       

 

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)

Marcus Thompson                                               +44 (0) 20 7653 6000

Julian Oakley

John Mason        

 

finnCap Ltd (Nominated Adviser and Joint Broker to AMP Clean Energy)

Ed Frisby / Simon Hicks                                      +44 (0) 20 7220 0500

Andrew Burdis / Richard Chambers

 

Whitman Howard (Joint Broker to AMP Clean Energy)

Nick Lovering                                                      +44 (0) 20 7659 1234

Mark Murphy

 

Herbert Smith Freehills LLP is retained as English law legal adviser to BidCo, the Fund and Asterion in relation to the Acquisition and Travers Smith LLP is retained as English law legal adviser to AMP Clean Energy in relation to the Acquisition.

Important Notices

KPMG LLP ("KPMG"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as lead financial adviser to BidCo and for no one else in connection with the Acquisition or any matters referred to in 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 this Announcement or any other matters referred to in this Announcement. 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 matters referred to in this Announcement, or otherwise.

Evercore Partners International LLP ("Evercore"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to AMP Clean Energy and no one else in connection with the Acquisition or the matters referred to in this Announcement and will not be responsible to anyone other than AMP Clean Energy for providing the protections afforded to clients of Evercore nor for providing advice in connection with the 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, in delict, under statute or otherwise) to any person who is not a client of Evercore in connection with this Announcement, any statement contained herein, any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by the Financial Services and Markets Act 2000, 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 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 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 AMP Clean Energy or the matters described in this document. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, in delict, contract or otherwise (save as referred to above) which they might otherwise have in respect of this Announcement or any statement contained herein.

finnCap Ltd ("finnCap"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as nominated adviser and joint broker to AMP Clean Energy and for no one else in connection with the Acquisition or any matters referred to in this Announcement 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 this Announcement or any other matters referred to in this Announcement. Neither finnCap 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 finnCap in connection with the matters referred to in this Announcement, or otherwise.

Whitman Howard Limited ("Whitman Howard"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as joint broker to AMP Clean Energy and for no one else in connection with the Acquisition or any matters referred to in this Announcement 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 this Announcement or any other matters referred to in this Announcement. Neither Whitman Howard 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 Whitman Howard in connection with the matters referred to in this Announcement, 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.

The Acquisition will be made solely pursuant to the terms of the Scheme Circular (or, if applicable, the Offer Document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Circular (or, if applicable, the Offer Document).

This Announcement has been prepared for the purpose of complying with English law 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 terms of jurisdictions outside England and Wales.

AMP Clean Energy will, with the assistance of BidCo, prepare the Scheme Circular to be distributed to AMP Clean Energy Shareholders. BidCo and AMP Clean Energy urge AMP Clean Energy Shareholders to read the Scheme Circular when it becomes available because it shall contain important information relating to the Acquisition.

No person has been authorised to make any representations on behalf of BidCo or AMP Clean Energy concerning the Scheme or the Acquisition which are inconsistent with the statements contained herein, and any such representations, if made, may not be relied upon as having been so authorised.

This Announcement does not constitute a prospectus or prospectus equivalent 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 Shareholders

The release, publication or distribution of 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.

Unless otherwise determined by BidCo or required by the 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 Acquisition 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 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 Acquisition 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.

Additional information for US investors

The Acquisition relates to the shares of an English company that is not registered under the Exchange Act and is being made by means of a scheme of arrangement under English company law. The scheme of arrangement for the Acquisition is not subject to the tender offer rules or the proxy solicitation rules under the 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 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 Exchange Act.

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 this Announcement and the Scheme Circular 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

This Announcement, including information included or incorporated by reference in 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 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 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 this Announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of 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 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.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in 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.

Disclosure requirements of the Code

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 p.m. (GMT) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (GMT) 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, 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. (GMT) 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.

Information relating to AMP Clean Energy Shareholders

Please be aware that addresses, electronic addresses and certain other 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 requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Publication on website and availability of hard copies

In accordance with Rule 26.1 of the Code, a copy of this Announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, at www.ampcleanenergy.com/recommended-cash-acquisition-for-amp-clean-energy and www.asterionindustrial.com/offer/ by no later than 12 noon (GMT) on the first Business Day after the date of 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, this Announcement.

AMP Clean Energy Shareholders may request a hard copy of this Announcement by contacting PXS, Link Asset Services of 34 Beckenham Road, Beckenham, Kent, BR3 4TU on 0871 664 0300 or +44 371 664 0300 (if calling from outside the UK). Lines are open from 9.00 a.m. to 5.30 p.m. (GMT), Monday to Friday (excluding English and Welsh public holidays). 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 PXS, 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 this Announcement in electronic form, copies of this Announcement 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.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Right to switch to a Takeover Offer

BidCo reserves the right, subject to the prior consent of the Panel, to elect to implement the Acquisition by way of a Takeover Offer. In such event, such Takeover Offer will be implemented on the same terms (subject to appropriate amendments as described in Part 2 of Appendix I), so far as applicable, as those which would apply to the Scheme.

Legal Entity Identifier ("LEI")

AMP Clean Energy's LEI is 2138001HABA1FAB3WC13.

Rule 2.9

For the purposes of Rule 2.9 of the Code, AMP Clean Energy confirms that, as at the last Business Day before the date of this Announcement, it had in issue 63,393,954 ordinary shares of 0.5 pence each. The ISIN of the ordinary shares is GB00BC4F3V69.

 

 

Part II

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 or regulations of such jurisdiction.

FOR IMMEDIATE RELEASE                                                                            29 November 2019

The information contained within this announcement constitutes inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

Recommended cash offer

for

Aggregated Micro Power Holdings plc (trading as AMP Clean Energy)

by

Fossa Holdco Limited ("BidCo")

(a company wholly-owned by Asterion Industrial Infra Fund I, FCR)

 

(to be effected by a scheme of arrangement

under Part 26 of the Companies Act 2006)

 

1.         Introduction

The boards of directors of AMP Clean Energy and BidCo are pleased to announce that they have reached agreement on the terms of a recommended acquisition of the entire issued and to be issued ordinary share capital of AMP Clean Energy by BidCo.

2.         Summary of terms

Under the terms of the Acquisition, which is subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Circular, AMP Clean Energy Shareholders will be entitled to receive:

for each AMP Clean Energy Share:       90 pence in cash

The Acquisition represents a premium of approximately:

·     32.4 per cent. to the closing price on 28 November 2019 (being the last Business Day immediately prior to the date of this Announcement) of 68.00 pence per AMP Clean Energy Share;

·     31.9 per cent. to the volume weighted average share price for the one-month period ended 28 November 2019 (being the last Business Day before the date of this Announcement) of 68.25 pence per AMP Clean Energy Share; and

·     27.5 per cent. to the volume weighted average share price for the six-month period ended 28 November 2019 (being the last Business Day before the date of this Announcement) of 70.58 pence per AMP Clean Energy Share.

The Acquisition values the entire issued and to be issued share capital of AMP Clean Energy at approximately £63.1 million.

The Acquisition will be subject to the Conditions and certain further terms set out in Appendix I to this Announcement and the further terms and conditions which will be set out in the Scheme Circular when issued.

The Scheme Shares will be acquired by BidCo fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights existing at the date of this Announcement or attaching to the Scheme Shares at any time thereafter, including (without limitation) the right to receive and retain, in full, all dividends, distributions or other returns of value (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this Announcement in respect of the Scheme Shares.

If any dividend, distribution or other return of value in respect of the AMP Clean Energy Shares is declared, paid, made or becomes payable on or after the date of this Announcement, BidCo reserves the right to reduce the consideration payable for each AMP Clean Energy Share under the terms of the Acquisition by the amount per AMP Clean Energy Share of such dividend, distribution or other return of value. In such circumstances, AMP Clean Energy Shareholders would be entitled to receive and retain any such dividend, distribution or other return of value, which has been declared, made or paid.

3.         Disposal of interest in IncubEx Inc. 

As separately announced today, a 4.0 per cent. interest in IncubEx has been sold by AMP Clean Energy to IPGL Limited, Michael Spencer's investment vehicle, for a cash consideration of £2.35 million. This sale was made to finance certain of AMP Clean Energy's general working capital requirements, including funding the project pipeline and acquisition of wood fuel stock for the upcoming heating season.

IncubEx is an incubator for exchange traded products in the global environmental markets space. At its core, IncubEx is a product and business development firm. The company works in conjunction with its global exchange partner, European Energy Exchange (EEX) and other leading service providers and stakeholders, to design and develop new financial products in global environmental, reinsurance, and related commodity markets.

AMP Clean Energy's audited report and financial statements for the year ended 31 March 2018 reported IncubEx's net assets as $6.4 million and a total comprehensive loss of $370,953. AMP Clean Energy's audited report and financial statements for the year ended 31 March 2019 reported IncubEx's net assets as $5.4 million, being a reduction in net assets of $1 million. No profit or loss for IncubEx was disclosed in AMP Clean Energy's audited report and financial statements for the year ended 31 March 2019. There was no change to the fair value of AMP Clean Energy's investment in IncubEx in AMP Clean Energy's consolidated statement of financial position as at 31 March 2019, which forms part of its audited report and financial statements for the year ended 31 March 2019.

In relation to its remaining 26.6 per cent. interest in IncubEx, AMP Clean Energy has now entered into the IncubEx Share Purchase Agreement with a consortium comprising IPGL Limited, Neil Eckert (AMP Clean Energy's Executive Chairman and IncubEx Chairman) and Lansdowne to sell its remaining interest in IncubEx to the Consortium at the same valuation paid by IPGL Limited for its 4.0 per cent. acquisition, for an aggregate consideration in cash of £15.62 million. It is intended that the consideration will be used to finance certain of AMP Clean Energy's general working capital, including funding and developing out the project pipeline.

IPGL Limited, Neil Eckert and Lansdowne have agreed to acquire the remaining 26.6 per cent. IncubEx interest in the proportions 50.8 per cent., 32.1 per cent. and 17.2 per cent., respectively. Members of the Consortium who are also AMP Clean Energy Shareholders (namely Neil Eckert and Lansdowne) have agreed that the consideration payable by them pursuant to the IncubEx Share Purchase Agreement will be satisfied out of the proceeds due to them under the Acquisition and have agreed that BidCo may deduct the relevant amount from their proceeds from the Acquisition and pay it directly to AMP Clean Energy. The proposed sale to the Consortium is conditional upon completion of the Acquisition.

It is proposed that, at some stage following the date of this Announcement, a new holding company, IncubEx Inc., will be established for IncubEx LLC and the existing class A units, class B units and class B1 units in IncubEx LLC will be acquired by IncubEx Inc. in exchange for equivalent common stock, series A preferred stock and series A-1 preferred stock, respectively, in IncubEx Inc. If this occurs before the Effective Date, the IncubEx Sale will be in respect of such common stock, series A preferred stock and series A-1 preferred stock, respectively, in IncubEx Inc.

Each member of the Consortium and AMP Clean Energy Directors currently hold the following IncubEx Securities:

 

IncubEx Securities

 

Class A units

Class B units

Class B1 units

Total Securities

% of Securities

Neil Eckert (Executive Chairman)

-

70,000

14,476

84,476

5.58

Lansdowne

-

-

-

-

-

IPGL Limited

-

40,000

4,343

44,343

2.93

Richard Burrell (Chief Executive Officer) (via his nominee, Platform Securities Nominees Ltd)

-

6,665

-

6,665

0.44

Mark Tarry (Chief Financial Officer)

-

-

-

-

-

Sir Laurence Magnus (Senior Non-Executive Director)

-

2,000

300

2,300

0.15

The Rt Hon Sir Nicholas Soames (Non-Executive Director)

-

4,000

-

4,000

0.26

Sir Brian Williamson (Non-Executive Director)

--

3,334

333

3,667

0.24

Robert Bland DL (Non-Executive Director)

-

1,500

150

1,650

0.11

TOTAL

-

127,499

19,602

147,101

9.71

The Independent AMP Clean Energy Shareholders will be asked at the General Meeting to approve the IncubEx Sale by voting on the relevant resolution. The Acquisition is conditional upon this resolution being passed. For the purposes of Rule 16.1 of the Code, Evercore has confirmed that, in its opinion, the terms of the IncubEx Sale are fair and reasonable so far as the Independent AMP Clean Energy Shareholders are concerned. In providing its opinion, Evercore has taken into account the commercial assessments of the Independent AMP Clean Energy Directors.

The IncubEx Sale is a related party transaction for the purpose of the AIM Rules because Neil Eckert (a director and substantial shareholder of AMP Clean Energy) and Lansdowne (a substantial shareholder of AMP Clean Energy) are members of the Consortium. The Independent AMP Clean Energy Directors, comprising Richard Burrell, Mark Tarry, Sir Laurence Magnus, The Rt Hon Sir Nicholas Soames, Sir Brian Williamson and Robert Bland DL (who are considered independent for these purposes because they are not members of the Consortium) consider, having consulted with finnCap, AMP Clean Energy's nominated adviser, that the terms of the IncubEx Sale to the Consortium are fair and reasonable insofar as AMP Clean Energy Shareholders are concerned.

4.         Background to and reasons for the Acquisition

The members of the Asterion team have long-standing experience in heat and electricity generation, both with merchant and regulated revenues, and in the optimisation of flexible energy generation assets. Asterion considers the Acquisition to be an excellent opportunity to invest in a sophisticated development platform for distributed energy and energy services in the UK, one of Asterion's core geographies.

Asterion believes that biomass is a critical element in the energy transition in the UK and that the supportive regulatory framework for this important technology provides it with high revenue visibility and strong downside protection. Asterion believes in the integrated business model that AMP Clean Energy has established through the development, operation and maintenance of biomass boilers and the biomass fuel supply contracts across the UK.

In particular, Asterion believes that AMP Clean Energy serves an attractive client pool that provides opportunities to grow the company and to offer new products related to clean energy and energy efficiency. Asterion values this client platform for its growth potential and believes that, with its backing, AMP Clean Energy will be better placed to develop its strategies.

Asterion further believes that the Urban Reserve segment provides optionality to AMP Clean Energy in a focus area for the development of the electricity markets and the grid. The gradual transition from central fossil fuel electricity generation to distributed renewable generation requires more flexibility from the grid and market participants. Asterion believes that the Urban Reserve assets provide the required flexibility to the system in a cost-efficient way.

Asterion's vision is to provide the necessary capital to enable AMP Clean Energy to grow and realise new opportunities and to add value to the business in the long-term through continuous pursuit of operational excellence.

5.         Background to and reasons for the Recommendation

Since its IPO in 2014, AMP Clean Energy has made significant progress to develop a vertically integrated biomass business of scale providing fuel to over 4,000 boiler systems as well as operation and maintenance, installation and financing services to a subset of these. It has also established a significant pipeline of renewable heat, flexible generation and other small-scale clean energy opportunities.

Continued growth of AMP Clean Energy now requires access to a significant amount of capital in excess of that which the AMP Clean Energy Board believes can be efficiently accessed absent the Acquisition. In particular, realising value from the pipeline of opportunities that have been identified requires a stable source of capital that can be accessed quickly and in an efficient manner.

The Acquisition provides AMP Clean Energy with a strong financial partner who shares AMP Clean Energy's vision for the role that small-scale clean generation can play and who is able to provide the stable source of capital required to build-out of the pipeline of opportunities.

In addition, the Acquisition will provide for greater certainty on working capital funding for the wood fuels business. This business has undergone a significant restructuring to integrate a number of acquisitions into a unified management, operational and brand platform, as well as the renegotiation of certain loss-making customer contracts. Notwithstanding the successful restructuring, the wood fuels business remains subject to seasonal variability with working capital requirements likely to increase as the business continues to grow. 

The AMP Clean Energy Directors believe that its management team has done an excellent job in executing AMP Clean Energy's strategy, in particular, the restructuring of the wood fuels business, growth in the integrated biomass business more generally and the creation of a renewable energy platform with a significant pipeline of opportunities.  

The AMP Clean Energy Directors believe the Acquisition represents an attractive cash price for AMP Clean Energy Shareholders which allows them to receive value for the pipeline of future energy opportunities which otherwise would require significant amounts of capital to realise and liquidity for AMP's interest in IncubEx.

For these reasons, AMP Clean Energy Directors are unanimously recommending AMP Clean Energy Shareholders to vote in favour of the Acquisition.

6.         Recommendation

The AMP Clean Energy Directors, who have been so advised by Evercore as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable, and in the best interests of AMP Clean Energy Shareholders as a whole. In providing advice to the AMP Clean Energy Directors, Evercore has taken into account the commercial assessments of the AMP Clean Energy Directors. Evercore is providing independent financial advice to the AMP Clean Energy Directors for the purposes of Rule 3 of the Takeover Code.

The AMP Clean Energy Directors (other than Neil Eckert in respect of the resolution to approve the IncubEx Sale in relation to which he is regarded as not being independent) intend to recommend unanimously that AMP Clean Energy Shareholders vote in favour of the Scheme at the Court Meeting, in favour of the resolution relating to the Acquisition and in favour of the resolution to approve the IncubEx Sale to be proposed at the General Meeting.

The AMP Clean Energy Directors consider the Acquisition to be in the best interests of the AMP Clean Energy Shareholders taken as a whole. Accordingly, the AMP Clean Energy Directors have irrevocably undertaken to vote in favour of the Scheme at the Court Meeting and in favour of the resolutions relating to the Acquisition and the IncubEx Sale at the General Meeting (other than Neil Eckert who has only given an irrevocable undertaking to vote in favour of the resolution relating to the Acquisition to be proposed at the General Meeting as he is not eligible to vote in favour of the Scheme at the Court Meeting (but has agreed to consent to and be bound by the Scheme) or on the resolution relating to the IncubEx Sale), in respect of their own holdings (and those of their family members) of, in aggregate, 13,345,341 AMP Clean Energy Shares, representing approximately 21.1 per cent. of the AMP Clean Energy Shares eligible to vote on the resolution relating to the Acquisition proposed at the General Meeting, and (excluding Neil Eckert's AMP Clean Energy Shares which are ineligible to vote) 4,178,694 AMP Clean Energy Shares, representing approximately 8.7 per cent. of the AMP Clean Energy Shares eligible to vote on the Scheme at the Court Meeting and the resolution relating to the IncubEx Sale at the General Meeting.

Further details of these Irrevocable Undertakings (including details of the circumstances in which the Irrevocable Undertakings will cease to be binding) are set out Appendix III to this Announcement.

7.         Information on Asterion

Asterion is an independent investment management firm focused on infrastructure in the European mid-market across the (i) energy & utilities; (ii) telecoms; and (iii) mobility sectors. With a pan-European presence, Asterion is headquartered in Spain and regulated by the Spanish Securities Market (the Comisión Nacional del Mercado de Valores (CNMV)).

Asterion's investment strategy is heavily based on an industrial approach and active asset management leveraging on the team's transactional and operational experience in the covered sectors, as well as a disciplined risk definition and a long-term partnership approach with portfolio companies and investors. Asterion has a strong culture and values deeply rooted in entrepreneurialism, empowerment and partnership leading to a highly nimble and agile platform.

Currently still in active fundraising, the Fund has signed commitments to date in an amount of 900.9 million Euros, supported by a high quality, global institutional investor base, comprising sovereign wealth funds, pension funds, insurance companies and other sophisticated asset managers whose long-term investment horizons are aligned with Asterion and its strategic targets and corporate partners. The Fund has already completed three investments since its official registration with the CNMV, in November 2018:

o      a co-controlling stake in Proxiserve, an environmental services group in France;

o      establishment of a renewables platform with local partners in Spain and France; and

o      acquisition of certain of Telefonica's state of the art and highly connected data centres.

Asterion is built on an established partner team with a ten-year track record of investing together directly and working in infrastructure investments mainly in Europe, but also in the US and Latin America. Its expertise in asset management is further enhanced by its team's previous operational experience derived from diverse industrial backgrounds and by the ability to draw on an extensive industrial network.

8.         Information on BidCo

BidCo is a newly incorporated company in England and is directly and wholly-owned by the Fund. Save for activities and costs incurred in connection with its incorporation and the making, implementation and financing of the Acquisition, BidCo has not, since its incorporation, traded prior to the date of this Announcement, nor has it entered into any obligations other than in the ordinary course.

9.         Information on AMP Clean Energy

The AMP Clean Energy Group was established to develop, own and operate renewable energy generating facilities. It specialises in the sale of wood fuels and in the installation of distributed energy projects. AMP Clean Energy's strategy is focused on three business segments: (i) biomass heat services; (ii) Urban Reserve; and (iii) project development.

Biomass heat services

AMP Clean Energy operates as an integrated biomass business providing access to underlying biomass assets through fuel only contracts, heat contracts and fuels plus operation and maintenance (O&M) service contracts. AMP Clean Energy is the UK's largest supplier of premium grade, RHI-compliant wood fibre with a c.30 per cent. share of the wood pellet market. AMP Clean Energy sells fuel to c.4,000 boiler systems and provides service and maintenance to over 950 biomass systems through AMP Clean Energy's majority interest in Highland Wood Energy Limited.

Urban Reserve

Urban Reserve is AMP Clean Energy's flexible generation business, which is critical to the UK power market given increasing amount of intermittent renewables and limited new investments in large-scale baseload generation. It is focused on the most resilient end of the market - first-to-run as physically close to demand and cheaper operating costs than other large peaking plants.

AMP Clean Energy develops and operates small-scale, 2-6MW, gas peaking projects located close to demand and connected to the 11kV distribution network and with a strong pipeline to develop a further c.100MW. Due to their size and flexibility, AMP Clean Energy's Urban Reserve plants can respond to the same price volatility as larger peaking plant but because they are smaller they can connect to lower voltage networks (11kV and below) where most demand side users are connected.

Project development

AMP Clean Energy develops, finances and manages distributed energy projects focusing on biomass heat, steam, combined heat and power (CHP), solar photovoltaics and waste heat recovery. AMP Clean Energy's development team has significant experience across different asset classes covering all aspects of development activities and adopts a rigorous approach to project development.

AMP Clean Energy's biomass pipeline of new-build/buy-back projects is assessed through a stage gate approval process and partly informed by fuel supply and the O&M business. Its Urban Reserve pipeline is developed through careful site selection through in-house software and assessment of electricity and gas connections.

AMP Clean Energy's development capability offers opportunity to scale-up and diversify into different segments of the distributed energy sector.

10.       Amendment of Existing Agreements on Deferred Consideration

Each of Neil Eckert and Mathieson Capital LLP, an entity controlled by Richard Burrell, entered into share acquisition agreements with, amongst others, AMP Clean Energy on 4 July 2013 (as last amended on 29 June 2017) pursuant to which Neil Eckert and Mathieson Capital LLP (as original sellers) are entitled to deferred consideration in the form of options to acquire, in aggregate, 3,999,999 AMP Clean Energy Shares for no consideration on a change of control of AMP Clean Energy (i.e. where any person or persons acquire more than 50 per cent. of AMP Clean Energy's ordinary shares in issue).

The options are exercisable immediately upon a change of control.

It has been agreed that the terms of these agreements be amended such that the deferred consideration shares are issued following the court sanction of the Scheme but before the Scheme Record Time. Such an amendment would enable BidCo to acquire Neil Eckert's and Mathieson Capital LLP's deferred consideration shares in AMP Clean Energy as part of the scheme of arrangement when the Scheme becomes effective.

11.       Intentions with respect to AMP Clean Energy's business, employees and pension schemes

Asterion believes that AMP Clean Energy represents an attractive investment opportunity which can deliver meaningful growth and attain a strong market position with the appropriate funding and support. The Asterion team's long-standing experience in heat and electricity generation means it is well placed to understand the complexities of AMP Clean Energy's business and to work with the AMP Clean Energy management on AMP Clean Energy's future development. Over the longer term, Asterion's financial support is expected to provide financial stability to AMP Clean Energy and enhanced technical and operational capabilities, allowing it to service its current and future customers better.

Management, employees and employment rights

The BidCo Directors attach great importance to the skills, experience and market knowledge of the existing employees of AMP Clean Energy.

The BidCo Directors believe the proposed combination of BidCo and AMP Clean Energy will create a stronger business that provides greater overall security for its people and will present attractive career opportunities within the Enlarged Group.

In addition, BidCo has very high regard for AMP Clean Energy's management and their experience to further develop AMP Clean Energy's business through the development and the acquisition of additional biomass assets, the development of the Urban Reserve platform, as well as development of new businesses in the energy markets under a long term regulated or contractual nature. BidCo's goal is to form a long-term partnership with AMP Clean Energy's management by acting as a capital provider to grow the business. BidCo intends to support the AMP Clean Energy management team in the execution of their long-term strategy.

BidCo confirms that the existing contractual and employment rights, including in relation to pensions, of all AMP Clean Energy Group employees will be fully safeguarded upon, and following, completion of the Acquisition. BidCo intends to maintain the conditions of employment and the balance of the skills and functions of the employees and management of BidCo and AMP Clean Energy.

Following completion of the Acquisition, BidCo will carry out a review of AMP Clean Energy's operating costs, including any operating costs associated with being a listed company. Whilst this will include considering, together with AMP Clean Energy's management, AMP Clean Energy's staffing needs, BidCo considers existing employees of AMP Clean Energy to be critically important to its ongoing success and future business plan and does not intend to effect any material headcount reductions within AMP Clean Energy as a result of the Acquisition.

Following completion of the Acquisition, BidCo intends to review existing employee benefits to potentially align them with market standards and intends to review the management, governance and incentive structure of AMP Clean Energy. BidCo has not entered into, and not had discussions on any form of incentivisation arrangements with members of AMP Clean Energy management.

Headquarters and locations

Upon completion of the Acquisition, BidCo does not intend to make any restructurings or changes in location of AMP Clean Energy's headquarters and headquarter functions, operations and places of business. However, given that AMP Clean Energy currently shares a headquarters with IncubEx, following completion of the proposed disposal of the IncubEx holding by AMP Clean Energy, as set out in paragraph 3 above, it is likely that BidCo will review the appropriateness of this office location and may seek to relocate it within London.

BidCo does not envisage any changes with respect to the redeployment of AMP Clean Energy's existing material fixed assets.

Pensions

BidCo has no intention to make any changes to the contributions payable under, the accrual of benefits to existing members of, or the admission of new members to, AMP Clean Energy's existing defined contribution pension arrangement.

R&D

BidCo has no intention to make any changes to the R&D functions of AMP Clean Energy.

Trading Facilities

AMP Clean Energy Shares are currently admitted to trading on AIM. As set out in paragraph 14, it is intended that an application will be made to the London Stock Exchange for the cancellation of the admission to trading of AMP Clean Energy Shares on AIM, with effect as of or shortly after the Effective Date.

Other

BidCo has no intention to change the name or brand of AMP Clean Energy.

Upon completion of the Acquisition, it is proposed that AMP Clean Energy's non-executive directors and Neil Eckert, Executive Chairman, will be asked to resign from the Board and will be replaced by directors appointed by BidCo.

None of the statements in this paragraph 11 constitute "post-offer undertakings" for the purposes of Rule 19.5 of the Code.

12.       AMP Clean Energy Share Schemes and options and awards over AMP Clean Energy Shares

The Acquisition will extend to any AMP Clean Energy Shares which are unconditionally allotted or issued before the Scheme Record Time, including those allotted or issued as a result of the exercise of options or vesting of awards under the AMP Clean Energy Share Schemes or issued as deferred consideration in respect of existing contractual arrangements.

The Scheme will not extend to AMP Clean Energy Shares issued after the Scheme Record Time. However, it is proposed to amend AMP Clean Energy's articles of association at the General Meeting to provide that, if the Scheme becomes Effective, any AMP Clean Energy Shares issued to any person after the Scheme Record Time (including in satisfaction of an option exercised under one of the AMP Clean Energy Share Schemes) will be automatically transferred to BidCo in consideration for the payment by BidCo to such persons of 90 pence in cash for each AMP Clean Energy Share so transferred.

Participants holding rights to deferred consideration, options or awards over AMP Clean Energy Shares will be contacted in due course regarding the effect of the Acquisition on their rights under those plans and provided with further details concerning the proposals which will be made to them.

13.       Structure of the Acquisition

It is intended that the Acquisition will be implemented by means of a court-sanctioned scheme of arrangement of AMP Clean Energy under Part 26 of the Companies Act.

The purpose of the Scheme is to provide for BidCo to become the owner of the entire issued and to be issued share capital of AMP Clean Energy. In order to achieve this, the Scheme Shares will be transferred to BidCo under the Scheme. In consideration for this transfer, the Scheme Shareholders will receive cash on the basis set out in section 2 of this Announcement. The transfer to BidCo of the Scheme Shares will result in AMP Clean Energy becoming a wholly owned subsidiary of BidCo.

The Scheme requires approval by the Independent AMP Clean Energy Shareholders by the passing of a resolution at the Court Meeting.     Due to their interests in the IncubEx Sale, neither Neil Eckert nor Lansdowne nor their connected persons are eligible to vote on the Scheme at the Court Meeting but each have agreed to consent to and be bound by the Scheme. The resolution at the Court Meeting must be approved by a majority in number of the Independent AMP Clean Energy Shareholders present and voting, either in person or by proxy, representing not less than 75 per cent. in value of the AMP Clean Energy Shares held by such holders. In addition, at the General Meeting to approve the Scheme: (i) a special resolution to deal with certain ancillary matters must be passed by AMP Clean Energy Shareholders holding at least 75 per cent. of the votes cast at the General Meeting, either in person or by proxy; and (ii) an ordinary resolution to approve the IncubEx Sale must be passed (on a poll) by Independent AMP Clean Energy Shareholders representing a simple majority of the votes cast on that resolution. The General Meeting will be held immediately after the Court Meeting. Neil Eckert and Lansdowne who are members of the Consortium and their connected persons cannot vote on the resolution to approve the IncubEx Sale but can vote on the resolution relating to the Acquisition to be proposed at the General Meeting.

The Scheme must also be sanctioned by the Court. Any Independent AMP Clean Energy Shareholder is entitled to attend the Scheme Court Hearing in person or through counsel to support or oppose the sanctioning of the Scheme. The Scheme will only become Effective upon delivery to the Registrar of Companies of a copy of the Court Order.

The Scheme is also subject to certain Conditions and certain further terms referred to in Appendix I of this Announcement and to be set out in the Scheme Circular.

Once the Scheme becomes Effective, it will be binding on all Scheme Shareholders, whether or not they voted at the Court Meeting and the General Meeting and, if they did vote, whether or not they voted in favour of or against the resolutions proposed at those meetings.

The terms of the Scheme will provide that the AMP Clean Energy Shares will be acquired under the Scheme fully paid and free from all liens, equitable interests, charges, encumbrances, options, rights of pre-emption and any other third party rights or interests of any nature whatsoever and together with all rights attaching thereto, including the right to receive and retain all dividends and other distributions and returns of value declared, paid or made after the Effective Date.

If any dividend or other distribution or return of value is proposed, declared, made, paid or becomes payable by AMP Clean Energy in respect of an AMP Clean Energy Share on or after the date of this Announcement and prior to the Scheme becoming Effective BidCo will have the right to reduce the value of the consideration payable for each AMP Clean Energy Share by up to the amount per AMP Clean Energy Share of such dividend, distribution or return of value except where the AMP Clean Energy Share is or will be acquired pursuant to the Scheme on a basis which entitles BidCo to receive the dividend, distribution or return of value and to retain it.

If any such dividend, distribution or return of value is paid or made after the date of this Announcement and BidCo exercises its rights described above, any reference in this Announcement to the consideration payable under the Scheme shall be deemed to be a reference to the consideration as so reduced. Any exercise by BidCo of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme.

BidCo reserves the right, subject to the prior consent of the Panel, to elect to implement the acquisition of the AMP Clean Energy Shares by way of a Takeover Offer. In such event, such Takeover Offer will be implemented on the same terms (subject to appropriate amendments as described in Part 2 of Appendix I), so far as applicable, as those which would apply to the Scheme. Furthermore, if such offer is made and sufficient acceptances of such offer are received, when aggregated with AMP Clean Energy Shares otherwise acquired by BidCo, it is the intention of BidCo to apply the provisions of section 979 of the Companies Act to acquire compulsorily any outstanding AMP Clean Energy Shares to which such offer relates.

14.       Cancellation of admission to trading and re-registration

The last day of dealings in, and registration of transfers of, AMP Clean Energy Shares is expected to be the Business Day prior to the Effective Date.

It is further intended that an application will be made to the London Stock Exchange for the cancellation of the admission to trading of AMP Clean Energy Shares on AIM, with effect as of the first Business Day following the Effective Date.

It is also intended that, following the Effective Date and after cancellation of admission to trading of its shares, AMP Clean Energy will be reregistered as a private limited company.

15.       Acquisition related arrangements

Confidentiality Agreement

Asterion and AMP Clean Energy entered into the Confidentiality Agreement on 5 April 2019 pursuant to which each of Asterion and AMP Clean Energy have mutually undertaken to keep information relating to the other party confidential and not to disclose it to third parties (other than permitted recipients) save to the extent required by law or otherwise permitted in the agreement.

These confidentiality obligations will remain in force until the earlier of: (a) completion of the Acquisition; and (b) two years from the date of the Confidentiality Agreement.

16.       Financing of the Acquisition

The cash consideration payable by BidCo to AMP Clean Energy Shareholders under the terms of the Acquisition (together with costs and expenses payable in connection with the Acquisition) will be funded by financing drawn down from the Fund. In connection with its financing of BidCo, the Fund has delivered an Equity Commitment Letter to BidCo.

KPMG, in its capacity as financial adviser to BidCo, is satisfied that sufficient resources are available to BidCo to enable it to satisfy in full the cash consideration payable to the Scheme Shareholders under the terms of the Acquisition.

Further information on the financing of the Acquisition will be set out in the Scheme Circular.

17.       Disclosure of interests in AMP Clean Energy Shares

As at the close of business on 28 November 2019 (being the last Business Day prior to the date of this Announcement), save for the Irrevocable Undertakings, neither BidCo nor any of its directors nor, so far as it or its respective directors are aware, any person acting, or deemed to be acting, in concert with BidCo:

(i)         had an interest in, or right to subscribe for, relevant securities of AMP Clean Energy;

(ii)         had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of AMP Clean Energy;

(iii)        had procured an irrevocable commitment or letter of intent to accept the terms of Acquisition in respect of relevant securities of AMP Clean Energy; or

(iv)        had borrowed or lent any AMP Clean Energy Shares.

Furthermore, save for the Irrevocable Undertakings, no arrangement exists between: (i) BidCo or any of its associates; and (ii) AMP Clean Energy, in relation to AMP Clean Energy Shares. For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to AMP Clean Energy Shares which may be an inducement to deal or refrain from dealing in such securities.

In the interests of maintaining confidentiality before this Announcement, BidCo has not yet completed its enquiries in respect of the matters referred to in this paragraph of certain parties deemed to be acting in concert with it for the purposes of the Acquisition. Enquiries of such parties will be completed as soon as practicable following the date of this Announcement. In accordance with Note 2(a)(i) on Rule 8 of the Code, further disclosures, if any, required in respect of such parties will be made as soon as possible and in any event by no later than 12 noon (London time) on the day falling 10 Business Days after the date of this Announcement.

18.       Irrevocable undertakings

The AMP Clean Energy Directors have irrevocably undertaken to vote in favour of the Scheme at the Court Meeting and in favour of the resolutions relating to the Acquisition and the IncubEx Sale at the General Meeting (other than Neil Eckert who has only given an irrevocable undertaking to vote in favour of the resolution relating to the Acquisition to be proposed at the General Meeting as he is not eligible to vote in favour of the Scheme at the Court Meeting (but has agreed to consent to and be bound by the Scheme) or on the resolution relating to the IncubEx Sale), in respect of their own holdings (and those of their family members) of, in aggregate, 13,345,341 AMP Clean Energy Shares, representing approximately 21.1 per cent. of the AMP Clean Energy Shares eligible to vote on the resolution relating to the Acquisition proposed at the General Meeting, and (excluding Neil Eckert's AMP Clean Energy Shares which are ineligible to vote) 4,178,694 AMP Clean Energy Shares, representing approximately 8.7 per cent. of the AMP Clean Energy Shares eligible to vote on the Scheme at the Court Meeting and the resolution relating to the IncubEx Sale at the General Meeting.

In addition to the irrevocable undertakings from the AMP Clean Energy Directors, BidCo has received irrevocable undertakings from certain other AMP Clean Energy Shareholders (including Lansdowne who has only given an irrevocable undertaking to vote in favour of the resolution relating to the Acquisition to be proposed at the General Meeting as it is not eligible to vote in favour of the Scheme at the Court Meeting (but has agreed to consent to and be bound by the Scheme) or on the resolution relating to the IncubEx Sale) holding, in aggregate, 17,095,989 AMP Clean Energy Shares, representing approximately 27.0 per cent. of the AMP Clean Energy Shares eligible to vote on the resolution relating to the Acquisition at the General Meeting, and (excluding Lansdowne's AMP Clean Energy Shares which are ineligible to vote) 10,757,183 AMP Clean Energy Shares, representing approximately 22.5 per cent. of the AMP Clean Energy Shares eligible to vote on the Scheme at the Court Meeting and the resolution relating to the IncubEx Sale at the General Meeting.

Consequently, BidCo has received irrevocable undertakings with respect to, in aggregate, 30,441,330 AMP Clean Energy Shares, representing approximately 48.0 per cent. of the AMP Clean Energy Shares eligible to vote on the resolution relating to the Acquisition at the General Meeting, and (excluding Neil Eckert's and Lansdowne's AMP Clean Energy Shares which are ineligible to vote) 14,935,877 AMP Clean Energy Shares, representing approximately 31.2 per cent. of the AMP Clean Energy Shares eligible to vote on the Scheme at the Court Meeting and the resolution relating to the IncubEx Sale at the General Meeting.

Further details of these irrevocable undertakings are set out in Appendix III.

19.       Conditions to the Acquisition

The Acquisition is subject to the Conditions and further terms set out below and in Appendix I to this Announcement and to be set out in the Scheme Circular, including, among other things, upon:

(i)   the Court Meeting and General Meeting being held on or before the 22nd day after the expected date of the meetings, which will be set out in the Scheme Circular in due course or such later date (if any) as BidCo and AMP Clean Energy may agree and the Court may allow;

(ii)   the Scheme Court Hearing being held on or before the 22nd day after the expected date of the hearing, which will be set out in the Scheme Circular in due course or such later date (if any) as BidCo and AMP Clean Energy may agree and the Court may allow;

(iii)  the Scheme becoming unconditional and becoming Effective by no later than the Longstop Date or such later date (if any) as BidCo and AMP Clean Energy may, with the consent of the Panel, agree and (if required) the Court may allow;

(iv)  the approval of the Scheme by the requisite majorities of Independent AMP Clean Energy Shareholders at the Court Meeting and of AMP Clean Energy Shareholders at the General Meeting;

(v)   the resolution to approve the IncubEx Sale being duly passed by the requisite majority of the Independent AMP Clean Energy Shareholders at the General Meeting; and

(vi)  the Scheme being sanctioned by the Court,

provided that the deadlines set out in paragraphs (i), (ii), and (iii) may be waived by BidCo.

20.       Expected timetable

Further details of the Scheme will be contained in the Scheme Circular which will be sent to AMP Clean Energy Shareholders as soon as practicable and in any event within 28 days of this Announcement unless otherwise agreed with the Panel. 

Further details on the timetable for implementation of the Scheme will be set out in the Scheme Circular, which will also include the notices of the Court Meeting and the General Meeting and specify the necessary actions to be taken by AMP Clean Energy Shareholders. 

21.       Documents available on website

A copy of the following documents will, by no later than 12 noon (GMT) on the first Business Day after the date of this Announcement, be published on AMP Clean Energy's website at www.ampcleanenergy.com/recommended-cash-acquisition-for-amp-clean-energy and BidCo's website at www.asterionindustrial.com/offer/ until the Scheme has become Effective or has lapsed or been withdrawn:

(i)         copy of this Announcement;

(ii)         the IncubEx Share Purchase Agreement referred to in paragraph 3 above;

(iii)        the Deferred Consideration Amendment Agreements referred to in paragraph 10 above;

(iv)        the Confidentiality Agreement referred to in paragraph 15 above;

(v)         the Equity Commitment Letter referred to in paragraph 16 above;

(vi)        the Irrevocable Undertakings referred to in paragraph 18 above; and

(vii)       the written consents of Evercore, finnCap, Whitman Howard and KPMG.

Neither the contents of the websites nor any other websites accessible from hyperlinks on such websites are incorporated into, or form any part of, this Announcement.

22.       General

The Acquisition will be made subject to the Conditions and on the terms contained in Appendix I to this Announcement and on the further terms and Conditions to be set out in the Scheme Circular. The Scheme will be governed by English law and subject to the applicable rules and regulations of the London Stock Exchange, the Panel and the Financial Conduct Authority.

The Acquisition will be subject to the Conditions and certain further terms set out in Appendix I to this Announcement and to the full terms and conditions which will be set out in the Scheme Circular. Appendix II contains bases and sources of certain information contained within this Announcement. Appendix III contains further details of the irrevocable undertakings to vote in favour of the Acquisition given to BidCo. Appendix IV contains the definitions of certain terms used in this Announcement.

 

Enquiries:

BidCo and Asterion

Nicole Hildebrand                                    +34 91 088 7404

[email protected]

 

KPMG (financial adviser to BidCo)

Helen Roxburgh                                       +44 (0) 20 7311 1000

Zoë Nateras

 

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)

Marcus Thompson                                   +44 (0) 20 7653 6000

Julian Oakley

John Mason        

 

finnCap Ltd (Nominated Adviser and Joint Broker to AMP Clean Energy)

Ed Frisby / Simon Hicks                          +44 (0) 20 7220 0500

Andrew Burdis / Richard Chambers

 

Whitman Howard (Joint Broker to AMP Clean Energy)

Nick Lovering                                          +44 (0) 20 7659 1234

Mark Murphy

 

Herbert Smith Freehills LLP is retained as English law legal adviser to BidCo, the Fund and Asterion in relation to the Acquisition and Travers Smith LLP is retained as English law legal adviser to AMP Clean Energy in relation to the Acquisition.

Important Notices

KPMG LLP ("KPMG"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to BidCo and for no one else in connection with the Acquisition or any matters referred to in 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 this Announcement or any other matters referred to in this Announcement. 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 matters referred to in this Announcement, or otherwise.

Evercore Partners International LLP ("Evercore"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to AMP Clean Energy and no one else in connection with the Acquisition or the matters referred to in this Announcement and will not be responsible to anyone other than AMP Clean Energy for providing the protections afforded to clients of Evercore nor for providing advice in connection with the 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, in delict, under statute or otherwise) to any person who is not a client of Evercore in connection with this Announcement, any statement contained herein, any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by the Financial Services and Markets Act 2000, 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 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 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 AMP Clean Energy or the matters described in this document. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, in delict, contract or otherwise (save as referred to above) which they might otherwise have in respect of this Announcement or any statement contained herein.

finnCap Ltd ("finnCap"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as nominated adviser and joint broker to AMP Clean Energy and for no one else in connection with the Acquisition or any matters referred to in this Announcement 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 this Announcement or any other matters referred to in this Announcement. Neither finnCap 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 finnCap in connection with the matters referred to in this Announcement, or otherwise.

Whitman Howard Limited ("Whitman Howard"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as joint broker to AMP Clean Energy and for no one else in connection with the Acquisition or any matters referred to in this Announcement 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 this Announcement or any other matters referred to in this Announcement. Neither Whitman Howard 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 Whitman Howard in connection with the matters referred to in this Announcement, 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.

The Acquisition will be made solely pursuant to the terms of the Scheme Circular (or, if applicable, the Offer Document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Circular (or, if applicable, the Offer Document).

This Announcement has been prepared for the purpose of complying with English law 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 terms of jurisdictions outside England and Wales.

AMP Clean Energy will, with the assistance of BidCo, prepare the Scheme Circular to be distributed to AMP Clean Energy Shareholders. BidCo and AMP Clean Energy urge AMP Clean Energy Shareholders to read the Scheme Circular when it becomes available because it shall contain important information relating to the Acquisition.

No person has been authorised to make any representations on behalf of BidCo or AMP Clean Energy concerning the Scheme or the Acquisition which are inconsistent with the statements contained herein, and any such representations, if made, may not be relied upon as having been so authorised.

This Announcement does not constitute a prospectus or prospectus equivalent 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 Shareholders

The release, publication or distribution of 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.

Unless otherwise determined by BidCo or required by the 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 Acquisition 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 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 Acquisition 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.

Additional information for US investors

The Acquisition relates to the shares of an English company that is not registered under the Exchange Act and is being made by means of a scheme of arrangement under English company law. The scheme of arrangement for the Acquisition is not subject to the tender offer rules or the proxy solicitation rules under the 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 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 Exchange Act.

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 this Announcement and the Scheme Circular 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

This Announcement, including information included or incorporated by reference in 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 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 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 this Announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of 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 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.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in 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.

Disclosure requirements of the Code

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 p.m. (GMT) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (GMT) 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, 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.(GMT)  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.

Information relating to AMP Clean Energy Shareholders

Please be aware that addresses, electronic addresses and certain other 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 requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Publication on website and availability of hard copies

In accordance with Rule 26.1 of the Code, a copy of this Announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, at www.ampcleanenergy.com/recommended-cash-acquisition-for-amp-clean-energy and www.asterionindustrial.com/offer/ by no later than 12 noon (GMT) on the first Business Day after the date of 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, this Announcement.

AMP Clean Energy Shareholders may request a hard copy of this Announcement by contacting PXS, Link Asset Services of 34 Beckenham Road, Beckenham, Kent, BR3 4TU on 0871 664 0300 or +44 371 664 0300 (if calling from outside the UK). Lines are open from 9.00 a.m. to 5.30 p.m. (UK time), Monday to Friday (excluding English and Welsh public holidays). 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 PXS, 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 this Announcement in electronic form, copies of this Announcement 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.

 

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Right to switch to a Takeover Offer

BidCo reserves the right, subject to the prior consent of the Panel, to elect to implement the Acquisition by way of a Takeover Offer. In such event, such Takeover Offer will be implemented on the same terms (subject to appropriate amendments as described in Part 2 of Appendix I), so far as applicable, as those which would apply to the Scheme.

Legal Entity Identifier ("LEI")

AMP Clean Energy's LEI is 2138001HABA1FAB3WC13.

Rule 2.9

For the purposes of Rule 2.9 of the Code, AMP Clean Energy confirms that, as at the last Business Day before the date of this Announcement, it had in issue 63,393,954 ordinary shares of 0.5 pence each. The ISIN of the ordinary shares is GB00BC4F3V69.

 

 

 



appendix i

CONDITIONS AND CERTAIN FURTHER TERMS OF THE ACQUISITION

 

Part 1 Conditions of the Acquisition

1.         The Acquisition will be conditional upon: 

(a)           the Court Meeting and General Meeting being held on or before the 22nd day after the expected date of the meetings to be set out in the Scheme Circular in due course or such later date (if any) as BidCo and AMP Clean Energy may agree and the Court may allow;

(b)           the Scheme Court Hearing being held on or before the 22nd day after the expected date of the hearing date to be set out in the Scheme Circular in due course, or such later date (if any) as BidCo and AMP Clean Energy may agree and the Court may allow; and

(c)           the Scheme becoming unconditional and becoming Effective by no later than the Longstop Date or such later date (if any) as BidCo and AMP Clean Energy may, with the consent of the Panel, agree and (if required) the Court may allow.

2.         The Scheme will be conditional on:

(a)       its approval by a majority in number of the Independent AMP Clean Energy Shareholders present, entitled to vote and voting at the Court Meeting, or at any adjournment thereof, either in person or by proxy, representing not less than 75 per cent. in value of the AMP Clean Energy Shares held by such holders;

(b)           all resolutions required to approve and implement the Scheme (including, without limitation, to amend AMP Clean Energy's articles of association) being duly passed by the requisite majority of the AMP Clean Energy Shareholders at the General Meeting, or at any adjournment thereof;

(c)          the resolution to approve the IncubEx Sale being duly passed by the requisite majority of the Independent AMP Clean Energy Shareholders at the General Meeting, or at any adjournment thereof;

(d)         the sanction of the Scheme by the Court (with or without modifications, on terms reasonably acceptable to AMP Clean Energy and BidCo); and

(e)           an office copy of the Court Order being delivered for registration to the Registrar of Companies.

3.         The Acquisition is also conditional on the following conditions having been satisfied or, where applicable, waived and accordingly the necessary actions to make the Scheme Effective will not be taken unless such conditions have been so satisfied or waived:

(a)           no government or governmental, quasi-governmental, supranational, statutory, administrative or regulatory body, authority, court, trade agency, association, institution, environmental body, Merger Control Authority or any other person or body in any jurisdiction (each a "Relevant Authority") having given notice of a decision to take, institute, implement or threaten any action, proceedings, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or made, proposed or enacted any statute, regulation, order or decision or taken any other steps and there not continuing to be outstanding any statute, regulation, order or decision, which would or might reasonably be expected to, in any case to an extent or in a manner which is or would be material in the context of the wider AMP Clean Energy Group taken as a whole:

(i)         make the Acquisition or the acquisition of any AMP Clean Energy Shares, or control of AMP Clean Energy by BidCo void, illegal or unenforceable or otherwise materially restrict, restrain, prohibit, delay or interfere with the implementation thereof, or impose additional material conditions or obligations with respect thereto, or require material amendment thereof or otherwise challenge or interfere therewith in a material way;

(ii)        require or prevent the divestiture by any member of the AMP Clean Energy Group or any company of which 20 per cent. or more of the voting capital is held by any member of the AMP Clean Energy Group or any partnership, joint venture, firm or company in which any member of the AMP Clean Energy Group may be interested (the "wider AMP Clean Energy Group") or by any member of BidCo Group or any associated undertaking or any company of which 20 per cent. or more of the voting capital is held by BidCo Group or any partnership, joint venture, firm or company in which any member of BidCo Group may be interested (the "wider BidCo Group") of all or any material part of their respective businesses, assets or property or impose any material limitation on the ability of any of them to conduct their respective businesses or own any of their material assets or property;

(iii)        impose any material limitation on or result in a delay in the ability of any member of the wider AMP Clean Energy Group or the wider BidCo Group to acquire or to hold or to exercise effectively any rights of ownership of shares or loans or securities convertible into shares in any member of the wider AMP Clean Energy Group or of the wider BidCo Group held or owned by it or to exercise management control over any member of the wider AMP Clean Energy Group or of the wider BidCo Group to an extent which is material in the context of the wider AMP Clean Energy Group taken as a whole or, as the case may be, wider BidCo Group taken as a whole;

(iv)        require any member of the wider BidCo Group or the wider AMP Clean Energy Group to acquire or offer to acquire any shares or other securities in any member of the wider AMP Clean Energy Group or the wider BidCo Group owned by any third party where such acquisition would be material in the context of the wider AMP Clean Energy Group taken as a whole or, as the case may be, wider BidCo Group taken as a whole; or

(v)         otherwise materially and adversely affect the assets, business, profits or prospects of any member of the wider AMP Clean Energy Group or of any member of the wider BidCo Group;

and all applicable waiting and other time periods during which any such Relevant Authority could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference having expired, lapsed or been terminated;

(b)       all material notifications and filings which are considered necessary by BidCo (acting reasonably) having been made, all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulations of any jurisdiction having expired, lapsed or been terminated, in each case in respect of the Acquisition and the acquisition of any AMP Clean Energy Shares, or of control of AMP Clean Energy, by BidCo, and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals ("Authorisations") necessary or appropriate in any jurisdiction for, or in respect of, the Acquisition and the proposed acquisition of any AMP Clean Energy Shares, or of control of AMP Clean Energy, by BidCo and to carry on the business of any member of the wider BidCo Group or of the wider AMP Clean Energy Group having been obtained, in terms and in a form reasonably satisfactory to BidCo, from all appropriate Relevant Authorities and from any persons or bodies with whom any member of the wider BidCo Group or the wider AMP Clean Energy Group has entered into contractual arrangements and all such Authorisations necessary or appropriate remaining in full force and effect at the time at which the Scheme becomes Effective and BidCo having no notice of an intention or proposal to revoke, suspend or modify or not to renew any of the same and all necessary statutory or regulatory obligations in any jurisdiction having been complied with in all material respects;

(c)           except as Disclosed, there being no provision of any arrangement, agreement, licence, permit or other instrument to which any member of the wider AMP Clean Energy Group is a party or by or to which any such member or any of their assets is or may be bound, entitled or be subject to and which, in consequence of the Acquisition or the acquisition or proposed acquisition of any AMP Clean Energy Shares, or control of AMP Clean Energy, by BidCo or otherwise, would or might, to an extent which is material in the context of the AMP Clean Energy Group taken as a whole, reasonably be expected to result in:

(i)         any monies borrowed by, or other indebtedness actual or contingent of, any such member of the wider AMP Clean Energy Group being or becoming repayable or being capable of being declared immediately or prior to its or their stated maturity or the ability of any such member to borrow monies or incur any indebtedness being inhibited or becoming capable of being withdrawn;

(ii)        the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member or any such security (whenever arising or having arisen) being enforced or becoming enforceable;

(iii)        any such arrangement, agreement, licence or instrument being terminated or adversely modified or any action being taken of an adverse nature or any onerous obligation or liability arising thereunder;

(iv)        any material assets of any such member being disposed of or charged, or right arising under which any such asset could be required to be disposed of or charged, other than in the ordinary course of business;

(v)         the interest or business of any such member of the wider AMP Clean Energy Group in or with any firm or body or person, or any agreements or arrangements relating to such interest or business, being terminated or adversely modified or affected;

(vi)        any such member ceasing to be able to carry on business under any name under which it presently does so;

(vii)       the creation of liabilities (actual or contingent) by any such member other than trade creditors or other liabilities incurred in the ordinary course of business or in connection with the Acquisition; or

(viii)      the financial or trading position of any such member being prejudiced or adversely affected,

and no event having occurred which, under any provision of any arrangement, agreement, licence or other instrument to which any member of the wider AMP Clean Energy Group is a party, or to which any such member or any of its assets are bound, entitled or subject, would or might result in any of the events or circumstances as are referred to in paragraphs (i) to (viii) of this condition 3(c);

(d)           except as Disclosed by AMP Clean Energy, no member of the wider AMP Clean Energy Group having, since 31 March 2019:

(i)         issued, agreed to issue or proposed the issue of additional shares or securities of any class, or securities convertible into, or exchangeable for or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities (save as between AMP Clean Energy and wholly-owned subsidiaries of AMP Clean Energy or between the wholly-owned subsidiaries of AMP Clean Energy and save for options granted, and for any AMP Clean Energy Shares allotted upon exercise of options granted under the AMP Clean Energy Share Schemes before the date hereof), or redeemed, purchased or reduced any part of its share capital;

(ii)        sold or transferred or agreed to sell or transfer any Treasury Shares (save upon exercise of options granted under the AMP Clean Energy Share Schemes before the date hereof);

(iii)        recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution other than to AMP Clean Energy or a wholly-owned subsidiary of AMP Clean Energy;

(iv)        other than pursuant to the Acquisition and the IncubEx Sale (and except for transactions between AMP Clean Energy and its wholly--owned subsidiaries or between its wholly-owned subsidiaries) agreed, authorised, proposed or announced its intention to propose any merger or demerger or acquisition or disposal of assets or shares (other than in the ordinary course of trading) or to any material change in its share or loan capital;

(v)         (except for transactions between AMP Clean Energy and its wholly-owned subsidiaries or between the wholly--owned subsidiaries of AMP Clean Energy) issued, authorised or proposed the issue of any debentures or incurred any indebtedness or contingent liability which is material in the context of the AMP Clean Energy Group taken as a whole;

(vi)        (except for transactions between AMP Clean Energy and its wholly-owned subsidiaries or between the wholly--owned subsidiaries of AMP Clean Energy) acquired or disposed of or transferred, mortgaged or encumbered any material asset or any right, title or interest in any material asset (other than in the ordinary course of trading) in a manner which is material in the context of the AMP Clean Energy Group taken as a whole;

(vii)       entered into or varied or announced its intention to enter into or vary any contract, arrangement or commitment (whether in respect of capital expenditure or otherwise) which is of a long-term or unusual nature or involves or could involve an obligation of a nature or magnitude which is material in the context of the AMP Clean Energy Group taken as a whole;

(viii)      other than pursuant to the Acquisition, entered into or proposed or announced its intention to enter into any reconstruction, amalgamation, transaction or arrangement (otherwise than in the ordinary course of business);

(ix)       taken any action nor having had any steps taken or legal proceedings started or threatened against it for its winding-up or dissolution or for it to enter into any arrangement or composition for the benefit of its creditors, or for the appointment of a receiver, administrator, trustee or similar officer if it or any of its assets (or any analogous proceedings or appointment in any overseas jurisdiction);

(x)        been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(xi)       entered into or varied or made any offer to enter into or vary the terms of any service agreement or arrangement with any of the AMP Clean Energy Directors;

(xii)       waived, compromised or settled any claim which is material in the context of the wider AMP Clean Energy Group taken as a whole; or

(xiii)      entered into or made an offer (which remains open for acceptance) to enter into any agreement, arrangement or commitment or passed any resolution with respect to any of the transactions or events referred to in this condition (d);

(e)           since 31 March 2019, except as Disclosed by AMP Clean Energy prior to the date hereof:

(i)         there having been no adverse change in the business, assets, financial or trading position or profits or prospects of any member of the wider AMP Clean Energy Group which in any such case is material in the context of the wider AMP Clean Energy Group taken as a whole;

(ii)         no litigation, arbitration proceedings, prosecution or other legal proceedings having been instituted, announced or threatened by or against or remaining outstanding against any member of the wider AMP Clean Energy Group and no enquiry or investigation by or complaint or reference to any Relevant Authority against or in respect of any member of the wider AMP Clean Energy Group having been threatened, announced or instituted or remaining outstanding which in any such case could have a material effect on the wider AMP Clean Energy Group taken as a whole; and

(iii)        no contingent or other liability having arisen or been incurred which might reasonably be expected to adversely affect any member of the AMP Clean Energy Group in a manner which is material in the context of the wider AMP Clean Energy Group taken as a whole;

(f)            BidCo not having discovered that, save as Disclosed:

(i)         the financial, business or other information concerning the wider AMP Clean Energy Group which has been disclosed at any time by or on behalf of any member of the wider AMP Clean Energy Group whether publicly (by the delivery of an announcement to a Regulatory Information Service) or to BidCo or its professional advisers, either contains a material misrepresentation of fact or omits to state a fact necessary to make the information contained therein not materially misleading; or

(ii)        any member of the wider AMP Clean Energy Group is subject to any liability, contingent or otherwise, which is not disclosed in the annual report and accounts of AMP Clean Energy for the financial year ended 31 March 2019 and which is material in the context of the AMP Clean Energy Group taken as a whole;

(iii)        any past or present member, director, officer or employee of the wider AMP Clean Energy Group or any person that performs or has performed services for or on behalf of the wider AMP Clean Energy Group is engaging in or has at any time during the course of such person's employment with, or performance of services for or on behalf of, the wider AMP Clean Energy Group engaged in an activity, practice or conduct which would constitute an offence under the UK Bribery Act 2010, the US Foreign Practices Act of 1977 or any other applicable anti-corruption legislation or regulation;

(iv)        any past or present member, director, officer or employee of the wider AMP Clean Energy Group or any person that performs or has performed services for or on behalf of the wider AMP Clean Energy Group is engaging in or has at any time engaged in any act of bribery or has paid or agreed to pay any bribe including any "inducement fee" given or agreed to give any similar gift or benefit or paid or agreed to pay to a concealed bank account or fund to or for the account of, any customer, supplier, governmental official or employee, representative of a political party, or other person for the purpose of obtaining or retaining business or otherwise engaged in any activity, done such things (or omitted to do such things) in contravention of the UK Bribery Act 2010, the US Foreign Corrupt Practices Act 1977, as amended, or any other anti-corruption legislation applicable to the wider AMP Clean Energy Group, in each case which is material in the context of the wider AMP Clean Energy Group taken as a whole;

(v)         any asset of any member of the wider AMP Clean Energy Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition);

(vi)        any past or present member, director, officer or employee of the AMP Clean Energy Group has engaged in any business with, made any investments in, or made any funds or assets available to or received any funds or asset from: (a) any government, entity or individual in respect of which US or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by US or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control or HM Revenue & Customs or (b) any government, entity or individual named by any of the economic sanctions of the United Nations, the United States, the European Union or any of its member states;

(vii)       any member of the AMP Clean Energy Group being engaged in any transaction which would cause BidCo to be in breach of any law or regulation upon its acquisition of AMP Clean Energy, including the economic sanctions of the United States Office of Foreign Assets Control, or HM Revenue & Customs, or any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the European Union or any of its member states;

(viii)      any past or present member of the wider AMP Clean Energy Group has not complied with all applicable legislation or regulations of any jurisdiction or any notice or requirement of any Relevant Authority with regard to the storage, disposal, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health which non-compliance would be likely to give rise to any liability (whether actual or contingent) on the part of any member of the wider AMP Clean Energy Group, in each case to an extent which is material in the context of the wider AMP Clean Energy Group taken as a whole;

(ix)       there has been a disposal, spillage, emission, discharge or leak of waste or hazardous substance or any substance likely to impair the environment or harm human health on, or from, any land or other asset now or previously owned, occupied or made use of by any past or present member of the wider AMP Clean Energy Group, or in which any such member may now or previously have had an interest, which would be likely to give rise to any liability (whether actual or contingent) on the part of any member of the wider AMP Clean Energy Group, in each case to an extent which is material in the context of the wider AMP Clean Energy Group taken as a whole;

(x)        there is or is reasonably likely to be any obligation or liability (whether actual or contingent) to make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any past or present member of the wider AMP Clean Energy Group or in which any such member may now or previously have had an interest under any environmental legislation or regulation or notice, circular or order of any Relevant Authority in any jurisdiction; or

(xi)       circumstances exist whereby a person or class of persons would be reasonably likely to have any claim or claims in respect of any product or process of manufacture, or materials used therein, now or previously manufactured, sold or carried out by any past or present member of the wider AMP Clean Energy Group, which is material in the context of the wider AMP Clean Energy Group taken as a whole.

Conditions 3(a) to (f) inclusive must be fulfilled, be determined by BidCo to be or remain satisfied or (if capable of waiver) be waived by BidCo by 11.59 p.m. (GMT) on the date immediately preceding the Scheme Court Hearing, failing which the Scheme shall lapse.

To the extent permitted by law and subject to the requirements of the Panel, BidCo reserves the right to waive all or any of Conditions in whole or in part, except Conditions 2(a) to (e) inclusive which cannot be waived. BidCo shall be under no obligation to waive or treat as fulfilled any of the Conditions which are capable of waiver by a date earlier than the date specified above for the fulfilment thereof notwithstanding that the other Conditions of the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

The Scheme will not proceed if the CMA makes a Phase 2 CMA Reference in respect of the Acquisition or, insofar as the Acquisition or any matter arising from or relating to the Scheme constitutes a concentration with a European community dimension within the scope of the EU Merger Regulation, the European Commission either initiates Phase 2 European Commission Proceedings in respect of the Acquisition or makes a referral of any part of the Acquisition to a competent authority of the UK under Article 9(1) of the EU Merger Regulation and there is subsequently a Phase 2 CMA Reference in respect of the Acquisition, before the date of the Court Meeting.  In such event neither AMP Clean Energy, BidCo nor any AMP Clean Energy Shareholder will be bound by any term of the Scheme.

Part 2 Certain further terms of the Acquisition

1.         BidCo reserves the right to elect to implement the Acquisition by way of a Takeover Offer. In such event, such offer will (unless otherwise determined by BidCo and subject to the consent of the Panel,) be implemented on the same terms and conditions subject to appropriate amendments to reflect the change in method of effecting the Acquisition, which may include changing the consideration structure under the terms of the Acquisition and (without limitation and subject to the consent of the Panel) an acceptance condition set at 90 per cent. (or such lesser percentage, being more than 50 per cent., as BidCo may decide) of the voting rights then exercisable at a general meeting of AMP Clean Energy, including, for this purpose, any such voting rights attaching to AMP Clean Energy Shares that are unconditionally allotted or issued, and to any Treasury Shares which are unconditionally transferred or sold by AMP Clean Energy, before the takeover offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.

2.         If BidCo is required by the Panel to make an offer for AMP Clean Energy Shares under the provisions of Rule 9 of the Code, BidCo may make such alterations to any of the above conditions as are necessary to comply with the provisions of that Rule.

3.         The Scheme and the Acquisition and any dispute or claim arising out of, or in connection with, them (whether contractual or non-contractual in nature) will be governed by English law and will be subject to the jurisdiction of the Courts of England.

4.         The AMP Clean Energy Shares will be acquired under the Acquisition fully paid and free from all liens, equitable interests, charges, encumbrances, options, rights of pre-emption and any other third party rights or interests of any nature whatsoever and together with all rights attaching thereto, including the right to receive and retain all dividends and other distributions and returns of value declared, paid or made after the Effective Date. If any dividend or other distribution or return of value is proposed, declared, made, paid or becomes payable by AMP Clean Energy in respect of an AMP Clean Energy Share on or after the date of this announcement and prior to the Effective Date, BidCo will have the right to reduce the value of the consideration payable for each AMP Clean Energy Share by up to the amount per AMP Clean Energy Share of such dividend, distribution or return of value except where the AMP Clean Energy Share is or will be acquired pursuant to the Scheme on a basis which entitles BidCo to receive the dividend, distribution or return of value and to retain it. If any such dividend or distribution or return of value is paid or made after the date of this announcement and BidCo exercises its rights described above, any reference in this announcement to the consideration payable under the Scheme shall be deemed to be a reference to the consideration as so reduced. Any exercise by BidCo of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme.

5.         The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

6.         The Acquisition is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction where to do so would violate the laws of that jurisdiction.

7.         Under Rule 13.5 of the Code, BidCo may not invoke a condition to the Acquisition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the condition are of material significance to BidCo in the context of the Acquisition. The conditions contained in paragraphs 1 and 2 of Part 1 of this Appendix are not subject to this provision of the Code.

8.         Each of the Conditions will be regarded as a separate Condition and will not be limited by reference to any other Condition.

 

 

appendix II

SOURCES OF INFORMATION AND BASES OF CALCULATION

 

In this Announcement, unless otherwise stated, or the context otherwise requires, the following bases and sources have been used:

1.   The financial information relating to AMP Clean Energy is extracted from the audited report and financial statements of AMP Clean Energy for the financial year ended 31 March 2019.

2.   As at the close of business on 28 November 2019 (being the last Business Day prior to the date of this Announcement), AMP Clean Energy had in issue 63,393,954 ordinary shares.

3.   Any reference to the fully diluted share capital of AMP Clean Energy is based on:

a.   the 63,393,954 AMP Clean Energy Shares referred to in paragraph 2 above;

b.   510,184 AMP Clean Energy Shares which may be issued on or after the date of this Announcement on the exercise of options or vesting of awards under the AMP Clean Energy Share Schemes, excluding "out of the money options"; and

c.   6,249,999 AMP Clean Energy Shares which may be issued on or after the date of this Announcement pursuant to contractual obligations to provide deferred consideration under historic acquisitions by AMP Clean Energy.

4.   Any reference to the value of the fully diluted share capital of AMP Clean Energy is based on the Acquisition price of 90 pence per AMP Clean Energy Share.

5.   Further sources of information regarding data reported in this Announcement are as follows:

a.   the Closing Price of the AMP Clean Energy Shares of 68.00 pence on 28 November 2019 (being the last Business Day prior to the date of this Announcement) is the closing middle market price of an AMP Clean Energy Share derived from IRESS;

b.   the one month volume weighted average price per AMP Clean Energy Share of 68.25 pence on 28 November 2019 is derived from Bloomberg; and

c.   the six month volume weighted average price per AMP Clean Energy Share of 70.58 pence on 28 November 2019 is derived from Bloomberg.

6.   The ISIN for the AMP Clean Energy Shares is GB00BC4F3V69.

7.   Certain figures included in this Announcement have been subject to rounding adjustments.

 

 

appendix III

IRREVOCABLE UNDERTAKINGS

 

Irrevocable undertakings from AMP Clean Energy Directors

The following AMP Clean Energy Directors have given irrevocable undertakings to, amongst other things, vote in favour (or procure a vote in favour) of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in relation to the following AMP Clean Energy Shares currently held by them, as well as any further AMP Clean Energy Shares which they may become the registered or beneficial owner of or otherwise interested in:

Name

Number of AMP Clean Energy Shares

Percentage of AMP Clean Energy issued share capital eligible to vote on the resolution relating to the Acquisition at the General Meeting

Percentage of AMP Clean Energy issued share capital eligible to vote on the Scheme at the Court Meeting and on the resolution relating to the IncubEx Sale at the General Meeting

 

Neil Eckert1

9,166,647

14.5

-

Richard Burrell

3,195,116

5.0

6.7

Mark Tarry

230,000

0.4

0.5

Robert Bland

337,922

0.5

0.7

Sir Laurence Magnus

237,085

0.4

0.5

Sir Brian Williamson

128,571

0.2

0.3

Sir Nicholas Soames

50,000

0.1

0.1

Total

13,345,341

21.1

8.7

1 Neil Eckert has only given an irrevocable undertaking to vote in favour of the resolution relating to the Acquisition to be proposed at the General Meeting as he is not eligible to vote in favour of the Scheme at the Court Meeting or on the resolution relating to the IncubEx Sale at the General Meeting. He has, however, agreed to consent to and be bound by the Scheme.

 

These irrevocable undertakings will cease to be binding if:

-     a competing offer is made for the entire issued share capital of AMP Clean Energy at a price of more than 100 pence per AMP Clean Energy Share and BidCo has not announced a firm intention to make a revised offer for all of the issued ordinary share capital of AMP Clean Energy which exceeds the price per AMP Clean Energy Share of such competing offer by 5:00 p.m. (London time) on the tenth business day after the date of the announcement of the competing offer;

-     BidCo announces that it does not intend to make or proceed with the Acquisition and no replacement offer or scheme is announced by BidCo in accordance with rule 2.7 of the Code at the same time; or

-     the Acquisition does not become effective, is withdrawn or lapses in accordance with its terms, save for where the Acquisition is withdrawn or lapses solely as a result of BidCo exercising its right to implement the Acquisition by way of Takeover Offer rather than the Scheme.

Irrevocable undertakings from AMP Clean Energy Shareholders

The following AMP Clean Energy Shareholders have given irrevocable undertakings to, amongst other things, vote in favour (or procure a vote in favour) of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in relation to the following AMP Clean Energy Shares currently held by them, as well as any further AMP Clean Energy Shares which they may become the registered or beneficial owner of or otherwise interested in:

Name

Number of AMP Clean Energy Shares

Percentage of AMP Clean Energy issued share capital eligible to vote on the resolution relating to the Acquisition at the General Meeting

Percentage of AMP Clean Energy issued share capital eligible to vote on the Scheme at the Court Meeting and on the resolution relating to the IncubEx Sale at the General Meeting

 

Lansdowne1

6,338,806

10.0

-

Richard Brown

4,632,353

7.3

9.7

Spindrift Equities

3,581,395

5.6

7.5

Celia Derbyshire

1,985,295

3.1

4.1

Peter Solly

558,140

0.9

1.2

Total

17,095,989

27.0

22.5

1 Lansdowne has only given an irrevocable undertaking to vote in favour of the resolution relating to the Acquisition to be proposed at the General Meeting as it is not eligible to vote in favour of the Scheme at the Court Meeting or on the resolution relating to the IncubEx Sale at the General Meeting. It has, however, agreed to consent to and be bound by the Scheme.

 

These irrevocable undertakings will cease to be binding if:

-     a competing offer is made for the entire issued share capital of AMP Clean Energy at a price of more than 100 pence per AMP Clean Energy Share and BidCo has not announced a firm intention to make a revised offer for all of the issued ordinary share capital of AMP Clean Energy which exceeds the price per AMP Clean Energy Share of such competing offer by 5:00 p.m. (London time) on the tenth business day after the date of the announcement of the competing offer;

-     BidCo announces that it does not intend to make or proceed with the Acquisition and no replacement offer or scheme is announced by BidCo in accordance with rule 2.7 of the Code at the same time; or

-     the Acquisition does not become effective, is withdrawn or lapses in accordance with its terms, save for where the Acquisition is withdrawn or lapses solely as a result of BidCo exercising its right to implement the Acquisition by way of Takeover Offer rather than the Scheme.

 

 

 

appendix iv

DEFINITIONS

The following definitions apply throughout this document unless the context requires otherwise:

"Acquisition"

the proposed acquisition by BidCo of the entire issued and to be issued share capital of AMP Clean Energy to be implemented by means of the Scheme or, should BidCo so elect, by means of a Takeover Offer

"AIM"

the AIM market operated by the London Stock Exchange

"AIM Rules"

the rules of AIM as set out in the publication entitled 'AIM Rules for Companies' published by the London Stock Exchange from time to time

"AMP Clean Energy"

Aggregated Micro Power Holdings plc (trading as AMP Clean Energy)

"AMP Clean Energy Directors" or "AMP Clean Energy Board"

the board of Directors of AMP Clean Energy and "AMP Clean Energy Directors" means any of them

"AMP Clean Energy Group"

AMP Clean Energy and its subsidiary undertakings

"AMP Clean Energy Shareholders"

holders of AMP Clean Energy Shares

"AMP Clean Energy Shares"

the ordinary shares of 0.5p each in the capital of AMP Clean Energy

"AMP Clean Energy Share Schemes"

the AMP Clean Energy Enterprise Management Incentive Plan and the AMP Clean Energy Non-Employee Share Option Plan

"Asterion"

Asterion Industrial Partners SGEIC, S.A., acting as management company to its affiliated investment funds

"BidCo"

Fossa Holdco Limited, a company incorporated in England with company number 12308829 and whose registered office is at 160 Victoria Street, South Terrace, 9th floor London SW1E 5LB

"BidCo Directors" or "BidCo Board"

the board of Directors of BidCo and "BidCo Directors" means any of them

"BidCo Group"

BidCo and its parent undertakings

"Business Day"

a day (other than a Saturday or Sunday) on which banks are open for general business in London

"CMA"

The UK Competition and Markets Authority

"Code"

the City Code on Takeovers and Mergers

"Companies Act"

Companies Act 2006

"Conditions"

the conditions to the implementation of the Acquisition (including the Scheme) which are set out in Appendix 1 to this announcement and to be set out in the Scheme Circular

"Confidentiality Agreement"

the confidentiality agreement described in paragraph 15 of this Announcement

"Consortium"

Neil Eckert (AMP Clean Energy Executive Chairman and IncubEx Chairman), Lansdowne and IPGL Limited

"Court"

Her Majesty's High Court of Justice in England and Wales

"Court Meeting"

the meeting of Independent AMP Clean Energy Shareholders to be convened by an order of the Court under the Companies Act, notice of which will be set out in the Scheme Circular, to consider and if thought fit approve the Scheme (with or without amendment) including any adjournment thereof

"Court Order"

the order of the Court sanctioning the Scheme under Part 26 of the Companies Act

"CREST"

the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755)) in respect of which Euroclear UK & Ireland Ltd is the operator

"Dealing Disclosure"

an announcement pursuant to Rule 8 of the Code containing details of dealings in interests in relevant securities of a party to an offer

"Deferred Consideration Amendment Agreements"

the amendment agreements of existing agreements on deferred consideration described in paragraph 10 of Part II of this Announcement

"Disclosed"

the information which has been fairly disclosed (i) in the Audited Report and Financial Statements for AMP Clean Energy for the year ended 31 March 2019 (ii) in any public announcement by AMP Clean Energy prior to the date of this Announcement by way of any Regulatory Information Service (including information the availability of which has been announced by way of any Regulatory Information Service), or (iii) in this Announcement

"Effective"

in the context of the Acquisition:

(i)         if the Acquisition is implemented by way of Scheme, means the Scheme having become effective pursuant to its terms; or

(ii)        if the Acquisition is implemented by way of a takeover offer, such offer having become or been declared unconditional in all respects in accordance with its terms

"Effective Date"

the date on which the Scheme becomes effective pursuant to its terms

"Enlarged Group"

BidCo Group including the AMP Clean Energy Group after the Effective Date

"Equity Commitment Letter"

the equity commitment letter dated on or around the date of this Announcement between Asterion and BidCo

"EU Merger Regulation"

Council Regulation (EC) No. 139/2004

"Evercore"

Evercore Partners International LLP

"Exchange Act"

the US Securities Exchange Act 1934, as amended from time to time

"FCA"

the Financial Conduct Authority

"finnCap"

finnCap Ltd

"Forms of Proxy"

the forms of proxy for use at the Court Meeting and the General Meeting which will accompany the Scheme Circular

"Fund"

Asterion Industrial Infra Fund I, FCR

"General Meeting"

the general meeting of AMP Clean Energy Shareholders to be convened in connection with the Acquisition, notice of which will be set out in the Scheme Circular, to consider and if thought fit approve various matters in connection with the Acquisition, including any adjournment thereof

"IncubEx"

IncubEx LLC or, following the proposed establishment of a new holding company after the date of this Announcement, IncubEx Inc.

"IncubEx Sale"

the sale of IncubEx Securities to the Consortium

"IncubEx Securities"

A units of $0.001, B units of $.001 and B1 units of $0.001 each in IncubEx LLC or, following the proposed establishment of a new holding company after the date of this Announcement, common stock of $0.001, series A preferred stock of $0.001 and series A-1 preferred stock of $0.001 each in IncubEx Inc.

"IncubEx Share Purchase Agreement"

the share purchase agreement dated 28 November 2019 between the Consortium and AMP Clean Energy relating to the sale of a 26.6 per cent. interest in IncubEx

"Independent AMP Clean Energy Directors"

the AMP Clean Energy Directors excluding Neil Eckert

"Independent AMP Clean Energy Shareholders"

AMP Clean Energy Shareholders excluding Neil Eckert, Lansdowne and their connected persons

"ISIN"

International Securities Identification Number

"KPMG"

KPMG LLP, a limited liability partnership registered in England and Wales with registered number OC301540 and which has its registered office at 15 Canada Square, Canary Wharf E14 5GL

"Lansdowne"

Lansdowne Partners (UK) LLP

"London Stock Exchange"

London Stock Exchange plc

"Longstop Date"

31 March 2020

"Meetings"

the Court Meeting and the General Meeting

"Merger Control Authority"

any national, supra-national or regional, government or governmental, quasi-governmental, statutory, regulatory or investigative body or court, in any jurisdiction, responsible for the review and/or approval of mergers, acquisitions, concentrations, joint ventures, or any other similar matter

"Offer Document"

in the event BidCo elects to implement the Acquisition by means of a Takeover Offer, the document containing the Takeover Offer to be sent to AMP Clean Energy Shareholders

"Opening Position Disclosure"

an announcement pursuant to Rule 8 of the Code containing details of interests or short positions in, or rights to subscribe for, any relevant securities of a party to an offer

"Panel" or "Takeover Panel"

the Panel on Takeovers and Mergers

"parent" and "parent undertaking"

have the meanings given to them in the Companies Act

"Phase 2 CMA Reference"

a reference pursuant to Section 22 or 33 of the Enterprise Act 2002 of the Acquisition to the chair of the CMA for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013

"Phase 2 European Commission Proceedings"

proceedings initiated by the European Commission under Article 6(1)(c) of the EU Merger Regulation in respect of the Acquisition

"Registrar of Companies"

the Registrar of Companies in England and Wales

"Regulatory Information Service"

a primary information provider which has been approved by the FCA to disseminate regulated information

"Restricted Jurisdiction"

any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available to AMP Clean Energy Shareholders in that jurisdiction

"Scheme" or "Scheme of Arrangement"

the Scheme of Arrangement proposed to be made under Part 26 of the Companies Act between AMP Clean Energy and the holders of the Scheme Shares to be set out in the Scheme Circular, with or subject to any modification, addition or condition approved or imposed by the Court

"Scheme Circular"

the document to be sent to AMP Clean Energy Shareholders setting out, amongst other things, the Scheme and notices convening the Court Meeting and the General Meeting

"Scheme Court Hearing"

the hearing of the Court to sanction the Scheme

"Scheme Court Hearing Date"

the date of the Scheme Court Hearing

"Scheme Record Time"

6.00 p.m. (GMT) on the Business Day immediately preceding the Effective Date

"Scheme Shareholders"

holders of Scheme Shares and a "Scheme Shareholder" shall mean any one of those scheme shareholders

"Scheme Shares"

the AMP Clean Energy Shares:

(i)         in issue at the date of the Scheme Circular and which remain in issue at the Scheme Record Time;

(ii)         (if any) issued after the date of the Scheme Circular but before the Voting Record Time and which remain in issue at the Scheme Record Time; and

(iii)        (if any) issued at or after the Voting Record Time but at or before the Scheme Record Time on terms that the holder thereof shall be bound by the Scheme or in respect of which the original or any subsequent holders thereof are, or have agreed in writing to be, bound by the Scheme and, in each case, which remain in issue at the Scheme Record Time

excluding, in any case, any AMP Clean Energy Shares held by or on behalf of BidCo or the BidCo Group at the Scheme Record Time

"SEC"

US Securities Exchange Commission

"subsidiary" and "subsidiary undertaking"

have the meanings given to them in the Companies Act

"Takeover Offer"

has the meaning given in section 974 of the Companies Act

"Treasury Shares"

shares held as treasury shares as defined in section 724(5) of the Companies Act

"UK" or "United Kingdom"

the United Kingdom of Great Britain and Northern Ireland

"United States" or "US"

the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia, and all other areas subject to its jurisdiction

"Voting Record Time"

the time and date specified in the Scheme Circular by reference to which entitlement to vote at the Court Meeting will be determined, expected to be 6.30 p.m. (GMT) on the day which is two days before the date of the Court Meeting or if the Court Meeting is adjourned, 6.30 p.m. (GMT) on the day which is two days before such adjourned meeting

"Whitman Howard"

Whitman Howard Limited

"£" or "Sterling"

pounds sterling, the lawful currency for the time being of the UK and references to "pence" and "p" shall be construed accordingly

"€" or "euro"

euro, the currency introduced at the start of the third stage of economic union pursuant to the treaty establishing the European Union

 


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END
 
 
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Quick facts: Aggregated Micro Power Holdings PLC

Price: 92

Market: AIM
Market Cap: £64.54 m
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Aggregated Micro Power books strong year of growth

Richard Burrell, chief executive of Aggregated Micro Power Holdings plc (LON:AMPH), tells Proactive's Andrew Scott 2019 is shaping up to be another exciting year after enjoying strong growth last year. The bulk of the revenues - £40mln (2017: £15.8mln) came from the wood fuels divisions,...

on 4/7/18

RNS