TIDMAPR TIDMAPR
RNS Number : 2103B
APR Energy PLC
05 October 2015
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 IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF
THE CODE. THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE NOR
AS TO THE TERMS ON WHICH ANY SUCH OFFER MIGHT BE MADE.
05 October 2015
Possible Offer for APR Energy plc
As directed by the Takeover Panel (the "Panel"), the board of
APR Energy plc ("APR Energy" or the "Company") confirms that it is
in discussions with a possible consortium comprising Fairfax
Financial Holdings Limited, ACON Investments LLC and Albright
Capital Management LLC (the "Consortium"), regarding a possible
offer by the Consortium for APR Energy.
At this stage, there can be no certainty that any offer will be
made nor as to the terms on which any such offer might be made. A
further announcement will be made as appropriate.
As announced on 30 September 2015, the Company is also engaging
with its lenders regarding its banking facilities and a
modification of its financial covenants, with a view to avoiding a
covenant breach which would otherwise occur.
In accordance with Rule 2.6(a) of the City Code on Takeovers and
Mergers (the "Code"), the Consortium, must, by no later than 5:00
pm (London time) on 02 November 2015, either announce a firm
intention to make an offer for APR Energy in accordance with Rule
2.7 of the Code, or announce that it does not intend to make an
offer, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Code applies. The deadline can
be extended by the board of APR Energy with the consent of the
Panel in accordance with Rule 2.6(c) of the Code and will cease to
apply in the circumstances set out in Rule 2.6(b) of the Code (a
firm intention to make an offer for APR Energy in accordance with
Rule 2.7 of the Code being announced by another offeror prior to
the deadline).
In accordance with Rule 2.10 of the Code, the Company confirms
that, as at the date of this announcement, it has 94,251,622
ordinary shares of 10 pence each in issue and admitted to trading
on the main market of the London Stock Exchange. The International
Securities Identification number for the ordinary shares is
GB00B58D4C52.
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available on the Company's website at
www.aprenergy.com. The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.
Enquiries:
APR Energy plc + 1 904 223 8488
Lee Munro (investors) + 1 904 404 4576
Manisha Patel (investors) + 1 904 517 5135
Alan Chapple (media) + 1 904 223 2277
Barclays (Financial Adviser to APR Energy) +44 (0)20 7623
2323
Raymond Raimondi
Matthew Smith
Gaurav Gooptu
Numis Securities Limited (Corporate Broker to APR Energy) +44
(0)20 7260 1000
Ben Stoop
Stuart Skinner
CNC (PR Adviser to APR Energy) +44 (0)20 7307 5344
Nick Bastin +44 (0)7931 500 066
Michael Kinirons +44 (0)7827 925 090
Further information
Barclays Bank PLC, acting through its investment bank
("Barclays"), which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority, is acting exclusively for APR
Energy and no one else in connection with the matters described
herein and will not be responsible to anyone other than APR Energy
for providing the protections afforded to its clients or for
providing advice in relation to the matters described herein.
Numis Securities Limited, which is authorised and regulated by
the Financial Conduct Authority, is acting exclusively for APR
Energy and no one else in connection with the matters described
herein and will not be responsible to anyone other than APR Energy
for providing the protections afforded to its clients or for
providing advice in relation to the matters described herein.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or solicitation of any 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. Any offer (if made) will be made
solely by certain offer documentation which will contain the full
terms and conditions of any offer (if made), including details of
how such offer may be accepted. This announcement has been prepared
in accordance with English law and the Code, and information
disclosed may not be the same as that which would have been
prepared in accordance with laws outside of the United Kingdom. The
release, distribution or publication of this announcement in
jurisdictions outside of the United Kingdom may be restricted by
laws of the relevant jurisdictions, and therefore persons into
whose possession this announcement comes should inform themselves
about, and observe, any such restrictions. Any failure to comply
with the restrictions may constitute a violation of the securities
law of any such jurisdiction.
Nothing in this announcement is or should be relied on as a
promise or representation to the future. This announcement includes
certain statements, estimates and projections provided by the
Company in relation to the Company's anticipated future
performance. Such statements, estimates and projections are based
on various assumptions made by the Company concerning anticipated
results which may or may not prove to be correct. No
representations or warranties are made by any person as to the
accuracy of such statements, estimates or projections.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) 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% 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(s), 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 pm (London time) 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.
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October 05, 2015 05:33 ET (09:33 GMT)
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