ACP Energy PLC Concert Party Disclosure (5977R)
27 Octubre 2023 - 11:00AM
UK Regulatory
TIDMACPE
RNS Number : 5977R
ACP Energy PLC
27 October 2023
ACP Energy PLC
("ACP" or the "Company")
Concert Party Disclosure
Concert Party Disclosure
The Takeover Code (the "Code") applies to the Company. Under
Rule 9 of the Code, any person who acquires an interest in shares
which, taken together with shares in which that person or any
person acting in concert with that person is interested, carry 30%
or more of the voting rights of a company which is subject to the
Code is normally required to make an offer to all the remaining
shareholders to acquire their shares.
Similarly, when any person, together with persons acting in
concert with that person, is interested in shares which in the
aggregate carry not less than 30% of the voting rights of such a
company but does not hold shares carrying more than 50% of the
voting rights of the company, an offer will normally be required if
such person or any person acting in concert with that person
acquires a further interest in shares which increases the
percentage of shares carrying voting rights in which that person is
interested.
An offer under Rule 9 must be made in cash at the highest price
paid by the person required to make the offer, or any person acting
in concert with such person, for any interest in shares of the
company during the 12 months prior to the announcement of the
offer.
The Company has agreed with the Panel that pursuant to Note 10
to the definition of Acting in Concert the following persons are,
and have been since IPO, acting in concert in relation to the
Company: Blumen Capital Limited, La Tourelle Consulting Limited,
James Orbell, Paul Welch and Stuart Firth ("Concert Party").
The members of the Concert Party are interested in 30,000,000
ordinary shares, representing 64.38% of the voting rights of the
Company. Assuming exercise in full by the members of the Concert
Party of options over 25,000,000 ordinary shares (and assuming that
no other person converts any convertible securities or exercises
any options or any other right to subscribe for shares in the
Company), the members of the Concert Party would be interested in
55,000,000 ordinary shares, representing approximately 76.82% of
the enlarged voting rights of the Company.
A table showing the respective individual interests in shares of
the members of the Concert Party and following the exercise of the
options is set out below.
Interest at IPO Maximum Controlling
and Current Interest Interest
Shareholder Ordinary Interest Number of Interest Interest
Shares in Ordinary Options over in Ordinary in Ordinary
Shares Ordinary Shares Shares
Shares
----------- ------------- -------------- ------------- -------------
Blumen Capital
Limited (1) 6,875,000 14.75% 7,142,850 14,017,850 19.58%
----------- ------------- -------------- ------------- -------------
La Tourelle
Consulting
Limited (2) 6,875,000 14.75% 7,142,850 14,017,850 19.58%
----------- ------------- -------------- ------------- -------------
James Orbell 6,875,000 14.75% 3,571,450 10,446,450 14.59%
----------- ------------- -------------- ------------- -------------
Paul Welch 6,875,000 14.75% 7,142,850 14,017,850 19.58%
----------- ------------- -------------- ------------- -------------
Stuart Firth 2,500,000 5.36% Nil 2,500,000 3.49%
----------- ------------- -------------- ------------- -------------
Total 30,000,000 64.38% 55,000,000 76.82%
----------- ------------- -------------- ------------- -------------
(1) Carlos Flores holds the legal and beneficial interest in the
share capital of Blumen Capital Ltd.
(2) John Philip Tyler, a Director of the Company, is also a
director of La Tourelle Consulting Ltd. Mr Tyler has no legal or
beneficial interest in the share capital of La Tourelle Consulting
Limited. Mrs Francine Sarah Habib is the sole shareholder of La
Tourelle Consulting Limited holding 100 per cent. of the share
capital.
The members of the Concert Party hold, and have held since IPO,
shares carrying more than 50% of the voting rights of the Company
and (for so long as they continue to be acting in concert) may
accordingly increase their aggregate interests in shares without
incurring any obligation to make an offer under Rule 9, although
individual members of the Concert Party will not be able to
increase their percentage interests in shares through or between a
Rule 9 threshold without Panel consent.
For further information: www.acpenergyplc.com
ACP Energy
Paul Welch, Executive Chairman +44 207 193 2376 / stacey@acpenergyplc.com
Celicourt Communications
Mark Antelme / Jimmy Lea +44 207 770 6424 / acpenergy@celicourt.uk
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END
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