TIDMADES
RNS Number : 8770R
ADES International Holding PLC
11 March 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE, OR FORM PART OF, AN OFFER OR AN INVITATION TO PURCHASE,
SUBSCRIBE FOR OR SELL ANY SECURITIES OR A SOLICITATION OF ANY OFFER
TO PURCHASE, SUBSCRIBE FOR OR SELL ANY SECURITIES. THE OFFER
REFERRED TO IN THIS ANNOUNCEMENT IS MADE SOLELY BY WAY OF THE OFFER
DOCUMENT AND, WHERE APPROPRIATE, ANY FORM OF ACCEPTANCE WHICH
CONTAIN THE FULL TERMS AND CONDITIONS OF THE OFFER, INCLUDING
DETAILS OF HOW THE OFFER MAY BE ACCEPTED.
FOR IMMEDIATE RELEASE
11 March 2021
RECOMMED CASH OFFER FOR AND PROPOSED DELISTING OF
ADES International Holding plc
by
Innovative Energy Holding Ltd
a newly formed company to be jointly owned by
ADES Investments Holding Ltd, The Public Investment Fund of the
Kingdom of Saudi Arabia and Zamil Group Investment Co.
PUBLICATION OF OFFER DOCUMENT
1. Introduction
On 8 March 2021, the Independent Directors of ADES International
Holding Plc ("ADES International") and Innovative Energy Holding
Limited ("Innovative Energy") announced that they had reached
agreement on the terms of a recommended cash offer to be made by
Innovative Energy for the entire issued and to be issued ordinary
share capital of ADES International not already owned or treated as
owned by Innovative Energy and its associates for the purposes of
the DIFC Companies Law (the "Offer").
The Independent Directors and Innovative Energy are pleased to
announce that the offer document, containing the full terms and
conditions of the Offer and the procedures for its acceptance (the
"Offer Document"), is being published today. Hard copies of the
Offer Document will not be sent to ADES Shareholders and, subject
to certain restrictions relating to persons in Restricted
Jurisdictions, the Offer Document will be made available on ADES
International's website at
http://investors.adihgroup.com/en/disclaimer. You may request a
hard copy of the Offer Document by contacting the Receiving Agent,
Link Group, on 0371 664 0300 (if calling from within the UK) or on
+44 208 639 3399 (if calling from outside the UK).
THE OFFER IS NOT GOVERNED BY THE TERMS OF THE CITY CODE ON
TAKEOVERS AND MERGERS OR THE DUBAI FINANCIAL SERVICES AUTHORITY
TAKEOVER RULES.
Unless otherwise stated, words defined in the Offer Document
have the same meanings in this announcement.
2. Acceptance of the Offer
The Closing Date of the Offer is 1.00 p.m. (London time) on 20
April 2021.
If you hold your ADES Shares, or any of them, in uncertificated
form (that is, as Depositary Interests in CREST), you should follow
the procedure for Electronic Acceptance through CREST so that the
relevant TTE Instruction settles as soon as possible but, in any
event, by no later than 1.00 p.m. (London time) on 20 April 2021.
If you are a CREST sponsored member, you should refer to your CREST
sponsor as only your CREST sponsor will be able to send the
necessary instructions to Euroclear. Further details on the
procedures for acceptance of the Offer if you hold any of your ADES
Shares in uncertificated form are set out in paragraph 18 of Part I
of the Offer Document.
If you do not hold your ADES Shares in uncertificated form (that
is, as Depositary Interests in CREST), you should contact the
Receiving Agent, Link Group, on 0371 664 0300 (if calling from
within the UK) or on +44 208 639 3399 (if calling from outside the
UK). A Form of Acceptance may be provided to you. The terms and
conditions set out in any Form of Acceptance will be deemed to form
part of the terms and conditions applicable to this Offer.
If ADES Shareholders have any questions about the Offer Document
or the procedures for acceptance of the Offer, please contact the
Receiving Agent, Link Group, on 0371 664 0300 (if calling from
within the UK) or on +44 208 639 3399 (if calling from outside the
UK). Lines are open 8.30 a.m. to 5.00 p.m. (London time) Monday to
Friday (excluding UK public holidays). Calls may be recorded and
randomly monitored for security and training purposes. The helpline
cannot provide advice on the merits of the Offer nor give any
financial, legal or tax advice.
Further details of the action to be taken by ADES Shareholders
to accept the Offer is set out in paragraphs 18 and 21 of Part I of
the Offer Document and in Sections C and D of Part II of the Offer
Document.
3. Offer Price
Under the terms of the Offer, ADES Shareholders will
receive:
US$12.50 per share in cash for each ADES Share
(the "Offer Price")
The Offer Price to be paid by Innovative Energy represents a
premium of:
-- approximately 40 per cent. to the Closing Price of US$8.95
per ADES Share on 5 March 2021 (being the last Business Day prior
to the date of the announcement of the Offer);
-- approximately 36 per cent. to ADES International's
volume-weighted average price ("VWAP") of US$9.20 per ADES Share
for the 30 day period ended 5 March 2021;
-- approximately 32 per cent. to the VWAP of US$9.49 per ADES
Share for the 90 day period ended 5 March 2021; and
-- approximately 35 per cent. to the VWAP of US$9.27 per ADES
Share for the 12 months ended 5 March 2021.
4. Conditions of the Offer
The Offer is subject to the full terms and conditions set out in
the Offer Document. The only conditions to the Offer are as
follows:
(a) Acceptance condition
Innovative Energy receiving valid acceptances in respect of not
less than 8,768,741 ADES Shares (or such lesser number of ADES
Shares as Innovative Energy may decide), which represent not less
than approximately 56.9 per cent. of the existing share capital of
ADES International, including the Treasury Shares but excluding
those ADES Shares which, as at the date of this announcement, are
held by ADES Investments and Zamil Investments;
(b) Shareholder approval of the Disapplication Resolution
The Disapplication Resolution being duly passed by the requisite
number of ADES Shareholders at a general meeting of ADES
International; and
(c) GAC clearance
(i) The Saudi General Authority for Competition ("GAC") having
issued a notice or decision approving the Acquisition or stating
that GAC has no objection to the consummation of the Acquisition
(in each case, on terms reasonably satisfactory to Innovative
Energy and whether conditionally or unconditionally) and, where any
such notice or decision is conditional, the conditional notice or
decision has not been withdrawn by the GAC (because of
non-compliance with the conditions set forth in the decision or
notice);
(ii) the Acquisition having been deemed approved by GAC because
the applicable waiting period as prescribed in the Competition Law
issued by Royal Decree No. (M/75) dated 20/06/1440H and its
Implementing Regulations issued by GAC Board Resolution No. (337)
dated 25/1/1441H has expired without the GAC issuing any notice or
decision to any of the parties or by way of public announcement;
or
(iii) the Governor or Board of GAC having confirmed in writing
(addressed to all or any of the Parties, as appropriate) that the
requirement to file for economic concentration clearance does not
apply (or has been waived) in respect of the Acquisition.
Innovative Energy reserves the right to waive conditions (b) and
(c) above, in whole or in part, at its absolute discretion. The
Offer will lapse unless the Conditions are fulfilled or, where
applicable, waived.
A valid acceptance of the Offer submitted in accordance with the
procedures set out in the Offer Document shall be irrevocable and
incapable of being withdrawn unless and until the Offer terminates
or lapses.
Each of the Conditions shall be regarded as a separate Condition
and shall not be limited by reference to any other Condition.
Save in respect of any Compulsory Acquisition (which shall be
governed by the laws of the DIFC), the Offer will be governed by
English law, will be subject to the exclusive jurisdiction of the
English courts and will comply with the applicable rules and
regulations of the London Stock Exchange.
The Offer will become, or be declared, unconditional in all
respects only if the conditions to the Offer have been satisfied
or, where applicable, waived. Subject to the satisfaction or, where
applicable, waiver of the conditions, it is expected that
completion of the Offer will occur during Q2 2021.
5. Squeeze out, delisting, cancellation of trading and re-registration
Pursuant to the Implementation Agreement, ADES International has
agreed that, if the Offer becomes, or is declared, unconditional in
all respects, it will make an application to the FCA for the
cancellation of the listing of the ADES Shares from the Standard
Segment of the Official List and to the London Stock Exchange for
the cancellation of the admission to trading of the ADES Shares on
the London Stock Exchange's Main Market. It is anticipated that the
cancellation of the listing on the Standard Segment of the Official
List and the admission to trading on the London Stock Exchange's
Main Market will take effect no earlier than 20 Business Days after
the date on which the Offer becomes, or is declared, unconditional
in all respects.
Following the Offer becoming, or being declared, unconditional
in all respects and the ADES Shares having been delisted,
Innovative Energy intends to procure that ADES International be
re-registered as a DIFC private limited company.
The delisting of the ADES Shares and the re-registration of ADES
International as a private limited company will significantly
reduce the liquidity and marketability of any ADES Shares in
respect of which the Offer has not been accepted at that time and
their value may be affected as a consequence. Any remaining ADES
Shareholders will, in this case, become minority shareholders in a
majority controlled private limited company and may therefore be
unable to sell their ADES Shares. There can be no certainty that
ADES International will pay any further dividends or other
distributions in this case, or that such minority ADES Shareholders
will again be offered an opportunity to sell their ADES Shares on
terms which are equivalent to or no less advantageous than those
under the Offer.
If Innovative Energy, by virtue of acceptances of the Offer,
acquires or contracts to acquire not less than nine-tenths ((9)
/(10) ) in value of the ADES Shares to which the Offer relates and
the Offer becomes, or is declared, unconditional in all respects,
Innovative Energy intends to exercise its rights pursuant to
Article 98 of the DIFC Companies Law to acquire compulsorily the
remaining ADES Shares in respect of which it has not received
acceptances of the Offer on the same terms as the Offer (the
"Compulsory Acquisition" ). The Acceptance Condition to the Offer
may be satisfied in circumstances in which the threshold for
commencing the Compulsory Acquisition procedure has not yet been
reached.
6. Recommendation
The Independent Directors of ADES International consider the
terms of the Offer to be fair and reasonable so far as the ADES
Shareholders are concerned.
Accordingly, the Independent Directors of ADES International
unanimously recommend that ADES Shareholders accept the Offer.
The background to and reasons for the Independent Directors'
recommendation of the Offer are set out in paragraph 5 of Part I of
the Offer Document.
As at the date of this announcement, the Independent Directors
of ADES International are not interested in any ADES Shares.
7. Enquiries
ADES International Tel: +202 385 25354 (Ext.
350)
Hussein Badawy
Innovative Energy Tel: +202 385 25354 (Ext.
400)
Legal Department
EFG Hermes (financial adviser Tel: +9714 363 4023
to ADES Investments and Innovative
Energy )
Mohamed Fahmi
Mohamed Abou Samra
Nour Fahmy
Moelis & Company (financial Tel: +971 4 304 5000
adviser to the Public Investment
Fund)
Rami Touma
Liam Beere
Wouter Leemhuis
Amit Kumar
Andrew Coates
Investec Bank plc (joint corporate Tel: +44 (0)207 597 5712
broker to ADES International)
Chris Sim
Canaccord Genuity Limited (joint Tel: +44 (0)207 523 8000
corporate broker to ADES International)
Henry Fitzgerald-O'Connor
James Asensio
ADES International LEI Number: 213800WADXE5U3ZY1K46
Important Notice
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Offer or otherwise, nor shall there
be any sale, issuance or transfer of securities of ADES
International in any jurisdiction in contravention of applicable
law.
The Offer is made solely by means of the Offer Document which
contains the full terms and conditions of the Offer including
details of how to accept the Offer. Any approval, acceptance,
decision or other response to the Offer should be made only on the
basis of the information in the Offer Document. ADES Shareholders
are strongly advised to read the Offer Document.
EFG Hermes, which is authorised regulated by the Dubai Financial
Services Authority in the Dubai International Financial Centre, is
acting as financial adviser exclusively for ADES Investments and
Innovative Energy and no one else in connection with the matters
set out in this announcement and will not regard any other person
as its client in relation to the matters set out in this
announcement and will not be responsible to anyone other than ADES
Investments and Innovative Energy for providing the protections
afforded to clients of EFG Hermes or its affiliates, nor for
providing advice in relation to the contents of this announcement
or any other matter referred to herein. Neither EFG Hermes nor any
of its subsidiaries, branches or affiliates owes or accepts any
duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of EFG Hermes in connection with
this announcement, any statement contained herein or otherwise.
Moelis & Company, which is authorised and regulated by the
FCA in the United Kingdom, is acting as financial adviser
exclusively for the Public Investment Fund and no one else in
connection with the matters set out in this announcement and will
not regard any other person as its client in relation to the
matters set out in this announcement and will not be responsible to
anyone other than the Public Investment Fund for providing the
protections afforded to clients of Moelis & Company, nor for
providing advice in relation to the contents of this announcement
or any other matter referred to herein. Neither Moelis &
Company nor any of its subsidiaries, branches or affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Moelis &
Company in connection with this announcement, any statement
contained herein or otherwise.
Investec, which is authorised in the United Kingdom by the
Prudential Regulation Authority ("PRA") and regulated by the FCA
and the PRA, and Canaccord, which is authorised and regulated in
the United Kingdom by the FCA, are acting as joint corporate
brokers for ADES International and no one else and will not regard
any other person as their client in relation to the matters set out
in this announcement and will not be responsible to anyone other
than ADES International for providing the protections afforded to
their respective clients. Neither Investec, Canaccord nor any of
their respective subsidiaries, branches or affiliates owe or accept
any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person in connection with this announcement, any statement
contained herein or otherwise.
Overseas Shareholders
This announcement has been prepared in accordance with English
law and the information disclosed may not be the same as that which
would have been prepared in accordance with the laws and
regulations of jurisdictions outside England. The statements
contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to
them, and there shall be no implication that there has been no
change in the facts set forth in this announcement since such
date.
The release, publication or distribution of this announcement
and the availability of the Offer in or into jurisdictions other
than the United Kingdom may be affected by the laws and regulations
of those jurisdictions. Persons who are not resident in the United
Kingdom, or who are subject to the laws of any jurisdiction other
than the United Kingdom, should inform themselves about, and
observe any applicable requirements. Any person (including, without
limitation, nominees, trustees and custodians) who would, or
otherwise intends to, forward this announcement, the Offer Document
or any accompanying document to any jurisdiction outside the United
Kingdom should refrain from doing so and seek appropriate
professional advice before taking any action. Any failure to comply
with the applicable legal or regulatory requirements may constitute
a violation of the laws and/or regulations of any such
jurisdiction. To the fullest extent permitted by applicable law,
the companies and persons involved in the Offer disclaim any
responsibility and liability for the violation of such restrictions
by any person. Further details in relation to Overseas Shareholders
will be contained in the Offer Document.
Unless otherwise determined by Innovative Energy, and permitted
by applicable law and regulation, the Offer will not be made,
directly or indirectly, in or into or by use of the mails or any
other means or instrumentality (including, without limitation,
telephonic or electronic) of interstate or foreign commerce of, or
any facility of a national, state or other securities exchange of,
a Restricted Jurisdiction, and no person may accept the Offer by
any such use, means, instrumentality or facility or from within a
Restricted Jurisdiction. Accordingly, copies of this announcement
and the formal documentation relating to the Offer are not being,
and must not be, directly or indirectly, mailed or otherwise
forwarded or distributed in, into or from a Restricted Jurisdiction
and persons receiving this announcement (including custodians,
nominees and trustees) must not distribute or send it into or from
a Restricted Jurisdiction. Doing so may invalidate any purported
acceptance of the Offer.
Notice to US shareholders
The Offer is being made for securities of a company limited by
shares under the Companies Law - DIFC Law No. 2 of 2009 and
registered in the Dubai International Financial Centre and is being
made in the United States in compliance with all applicable laws
and regulations, including, to the extent applicable Section 14(e)
of the US Securities Exchange Act of 1934, as amended (the "US
Exchange Act"), and Regulation 14E thereunder. The Offer is being
made in the United States by Innovative Energy and no one else. The
disclosure and procedural requirements applicable to the Offer are
different from those in the United States. In addition, US
shareholders should be aware that this announcement has been
prepared in accordance with a United Kingdom format and style,
which differs from the United States format and style. Furthermore,
the payment and settlement procedures with respect to the Offer
will comply with UK market practice, which differ from US payment
and settlement procedures. Neither the US Securities and Exchange
Commission nor any securities commission of any state of the United
States has approved the Offer, passed upon the fairness of the
Offer or passed upon the adequacy or accuracy of this announcement.
Any representation to the contrary is a criminal offence in the
United States.
Innovative Energy is a company limited by shares under the
Companies Law - DIFC Law No. 2 of 2009 and registered in the Dubai
International Financial Centre. It is a newly formed company to be
owned by ADES Investments, the Public Investment Fund and Zamil
Investments. ADES Investments is a company limited by shares under
the Companies Law - DIFC Law No. 2 of 2009 and registered in the
Dubai International Financial Centre. The Public Investment Fund is
a government fund established in the Kingdom of Saudi Arabia. Zamil
Investments is a company incorporated in and under the laws of
Saudi Arabia. ADES International is a company limited by shares
under the Companies Law - DIFC Law No. 2 of 2009 and registered in
the Dubai International Financial Centre. Some or all of the
officers and directors of Innovative Energy, ADES Investments, the
Public Investment Fund, Zamil Investments and ADES International,
respectively, are residents of countries other than the United
States. In addition, most of the assets of Innovative Energy, ADES
Investments, the Public Investment Fund, Zamil Investments and ADES
International are located outside the United States. As a result,
it may be difficult for US shareholders of ADES International to
sue, or effect service of process within the United States upon,
Innovative Energy, ADES Investments, the Public Investment Fund,
Zamil Investments or ADES International or their respective
officers or directors. Further, it may be difficult to compel a
non-US entity and its affiliates to subject themselves to a US
court's judgment or to enforce against them a judgment of a US
court predicated upon the federal or state securities laws of the
United States.
In accordance with normal United Kingdom market practice and
subject to applicable regulatory requirements, including Rule 14e-5
under the US Exchange Act, Innovative Energy, ADES Investments, the
Public Investment Fund and Zamil Investments or their nominees or
brokers (acting as agents) may from time to time whilst the Offer
remains open for acceptance make certain purchases of, or
arrangements to purchase, ADES Shares outside the United States
otherwise than under the Offer, such as in the open market or
through privately negotiated purchases. Such purchases, or
arrangements to purchase, shall comply with applicable rules in the
United Kingdom and the rules of the London Stock Exchange. Details
about any such purchases will be available from any Regulatory
Information Service.
No profit forecasts or estimates
Nothing in this announcement is intended or shall be deemed to
be a forecast, projection or estimate of the future financial
performance of Innovative Energy or ADES International and no
statement in this announcement should be interpreted to mean that
earnings or earnings per share of Innovative Energy or ADES
International (where relevant) for the current or future financial
years would necessarily match or exceed the historical published
earnings or earnings per share for Innovative Energy or ADES
International, as appropriate.
Publication on website
A copy of this announcement will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on ADES International's website at
http://investors.adihgroup.com/en/disclaimer as soon as practicable
following the date of this announcement. For the avoidance of
doubt, the content of the website is not incorporated into and does
not form part of this announcement.
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END
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