TIDMADES
RNS Number : 0954W
ADES International Holding PLC
21 April 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 RELATED FORM OF ACCEPTANCE
WHICH TOGETHER CONTAIN THE FULL TERMS AND CONDITIONS OF THE OFFER,
INCLUDING DETAILS OF HOW THE OFFER MAY BE ACCEPTED.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE
21 April 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.
Acceptance Condition is satisfied, Offer Unconditional in All
Respects and Intention to Procure Delisting
1. Introduction
On 8 March 2021, the Independent Directors of ADES International
Holding plc ("ADES International") and Innovative Energy Holding
Ltd ("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").
On 11 March 2021, ADES International and Innovative Energy
further announced the publication of the offer document containing
the full terms and conditions of the Offer and procedures for its
acceptance (the "Offer Document").
The Independent Directors and Innovative Energy further
announced on 12 April 2021 that certain conditions to the Offer had
been satisfied leaving the Offer conditional only on satisfaction
of the Acceptance Condition set out in the Offer Document.
The Independent Directors and Innovative Energy are now pleased
to announce that the Acceptance Condition as set out in the Offer
Document has been satisfied and the Offer is declared unconditional
in all respects.
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. Level of acceptances
As at 1.00 p.m. (London time) on 20 April 2021, Innovative
Energy had received valid acceptances of the Offer in respect of
14,791,715 ADES Shares, representing approximately 33.77 per cent.
in value of the issued ordinary share capital of ADES International
(including Treasury Shares) and approximately 95.98 per cent. of
the ADES Shares to which the Offer relates.
The percentages of ADES Shares referred to in this announcement
are based upon the figure of 43,793,882 ADES Shares in issue
(including Treasury Shares) as at 1.00 p.m. on 20 April 2021.
The Offer is subject to an Acceptance Condition which requires
the receipt of acceptances in respect of 8,768,741 ADES Shares (or
such lesser number of ADES Shares as Innovative Energy may
decide).
Innovative Energy is therefore pleased to announce that the
Acceptance Condition has now been satisfied and that all Conditions
relating to the Offer have been satisfied and the Offer is hereby
declared unconditional in all respects.
3. Offer to remain open
Innovative Energy further announces that the Offer will remain
open until 1.00 p.m. on 4 May 2021.
ADES Shareholders who have not yet accepted the Offer are urged
to do so by taking the following action:
a) 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 and, in any event, by no later than 1.00 p.m. (London
time) on 4 May 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.
b) 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 (0) 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.
ADES Shareholders are advised to read paragraph 18 of Part I of
the Offer Document which contains full details on how to accept the
Offer.
4. Squeeze Out Threshold Reached
Innovative Energy, by virtue of acceptances of the Offer, has
acquired or contracted to acquire not less than nine-tenths ((9)
/(10) ) in value of the ADES Shares to which the Offer relates and
the Offer has become unconditional in all respects.
Consequently, 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. Notice will be sent out in due course to those ADES
Shareholders who have not by the date of such notice accepted the
Offer informing them of the compulsory acquisition of their ADES
Shares by Innovative Energy.
5. Delisting of ADES Shares and re-registration as a private company
As set out in the Offer Document, now that the Offer has become
unconditional in all respects and the Acceptance Condition has been
satisfied, Innovative Energy intends to procure that ADES
International will make applications 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.
Pursuant to paragraph 5.2.8R of the Listing Rules, the
cancellation of listing and admission to trading is anticipated to
take effect at 8.00 a.m. on 21 May 2021, being 20 Business Days
from the date of this announcement.
Following the ADES Shares having been delisted, Innovative
Energy intends to procure that ADES International be re-registered
as a DIFC private limited company.
ADES Shareholders are reminded that any 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 and their value may be affected as
a consequence.
ADES Shareholders who have not yet accepted the Offer are urged
to do so as soon as possible and should follow the procedures for
acceptance of the Offer set out in paragraph 18 of Part I of the
Offer Document.
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.
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.
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
OUPIMMLTMTATBAB
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