TIDMHYDG
RNS Number : 5131A
Hydrogen Group PLC
30 September 2020
FOR IMMEDIATE RELEASE
30 September 2020
Hydrogen Group plc
("Hydrogen", the "Group" or "Company")
Update on Tender Offer - Acceptance Condition satisfied
Further to the announcement of the Tender Offer on 8 September
2020, the board of Hydrogen notes that valid applications have now
been received in excess of 5,053,458 Ordinary Shares, representing
approximately 15.2 per cent. of the issued ordinary share capital
of the Company (excluding the 545,521 Ordinary Shares held in
treasury and 807,051 Ordinary Shares held in the Company's EBT). As
a result, the Acceptance Condition has been satisfied as the
Concert Party will become interested in more than 50 per cent. of
the voting rights in the Company following completion of the Tender
Offer.
The result of the Tender Offer will be announced on 1 October
2020 and that the Ordinary Shares tendered pursuant to the Tender
Offer will be purchased and cancelled on 2 October 2020.
Shareholders can expect to receive the proceeds from the sale of
the Ordinary Shares they have tendered, at 40p per Ordinary Share,
by 16 October 2020.
The Closing Date for the Tender Offer remains 1.00 p.m. on 30
September 2020. The Tender Offer will remain open for acceptances
for a further 14 calendar days from the Closing Date to enable
Shareholders who have not yet tendered their Ordinary Shares in the
Tender Offer to do so if they wish. In order to do so, Shareholders
must lodge their completed Tender Forms with the Company's
receiving agent, Link, or submit their instructions via CREST,
prior to 1.00 p.m. on 14 October 2020. The Board urges Shareholders
who have not yet tendered their Ordinary Shares under the Tender
Offer to read the Circular carefully. The Circular provides
information on the background to, and reasons for, the Board's
proposals, and explains why the Board considers those proposals to
be in the best interests of the Company and Shareholders as a
whole.
As the Concert Party will be interested in more than 50 per
cent. of the issued share capital of the capital following the
purchase and cancellation of the Ordinary Shares tendered pursuant
to the Tender Offer, the Board advises Shareholders who have not
yet tendered their Ordinary Shares in the Tender Offer to consider
carefully paragraph 3.4 of Part 1 of the Circular which states as
follows:
"Following the De-Listing, there will be no market facility for
dealing in the Ordinary Shares, no price will be publicly quoted
for the Ordinary Shares and the transfer of Ordinary Shares will be
subject to the provisions of the Articles".
In addition, the Board advises Shareholders who have not yet
tendered their Ordinary Shares in the Tender Offer to consider
carefully the content of paragraph 18 of Part 1 of the Circular,
part of which is set out below:
"Accordingly, any Shareholder who does not accept the Tender
Offer may find it difficult to sell their Ordinary Shares after the
Tender Offer closes and the De-Listing takes effect, may not
receive regular information from the Company, would not benefit
from regulatory compliance with governance procedures (other than
under the Companies Act 2006), nor enjoy the protections afforded
by the AIM Rules. Furthermore, there is no guarantee that the
Company or any other purchaser would be willing to buy Ordinary
Shares after the Tender Offer has closed and, if they were, any
price offered might not reflect the underlying value of the
Company's assets.
Shareholders who anticipate greater value in the Ordinary Shares
whilst recognising and being willing to accept the risks associated
with remaining as a minority investor in an unlisted company
controlled by the Concert Party may wish not to accept the Tender
Offer and to remain as minority Shareholders of a private
company.
In the opinion of the Independent Directors, Shareholders should
carefully consider their own individual circumstances in deciding
whether or not to accept the Tender Offer. In the absence of any
immediate prospect to sell their Ordinary Shares once the Tender
Offer closes and the De-Listing has occurred, Shareholders should
balance their desire for a cash realisation now or in the immediate
foreseeable future, against the uncertain future of remaining a
holder of a private company, with the concurrent lack of
transparency and protections that this affords them.
The Independent Directors, who have been so advised by Shore
Capital as to the financial terms of the Tender Offer, consider the
terms of the Tender Offer to be fair and reasonable. In providing
advice to the Directors, Shore Capital has taken into account the
commercial assessments of the Independent Directors. Accordingly,
the Independent Directors unanimously recommend that Shareholders
tender, or procure the tender, of their Ordinary Shares in the
Tender Offer, as the Independent Directors intend to do, or procure
to be done, in respect of their own beneficial holdings (or those
of their close relatives and related trusts) of 1,649,406 Ordinary
Shares, in aggregate, representing approximately 5.0 per cent. of
the Company's voting rights (excluding the 545,521 Ordinary Shares
held in treasury and the 807,051 Ordinary Shares held by the EBT)
as at the Latest Practicable Date.
Notwithstanding the Independent Directors' recommendation above,
Shareholders should only make a decision as to whether to tender
all or any of their Ordinary Shares based on, among other things,
their view of the Company's prospects and their own individual
circumstances, including their tax position and are recommended to
seek advice from their duly authorised independent advisers."
Save where otherwise defined herein, capitalised terms and
expressions used in this announcement have the meanings given to
them in the Circular. The Circular can also be found on the
Company's website.
Enquiries:
Hydrogen Group plc Tel. +44 (0) 20 7090 7702
Stephen Puckett, Non-Executive Chairman
Shore Capital (Financial Adviser, Tel. +44 (0) 20 7408 4090
Nominated Adviser and Broker to Hydrogen
Group plc)
Edward Mansfield / James Thomas /
Michael McGloin
Important Notices
Shore Capital and Corporate Limited ("SCC"), which is authorised
and regulated by the FCA, is acting as nominated adviser to the
Company for the purposes of the AIM Rules. Shore Capital
Stockbrokers Limited ("SCS"), which is a member of the London Stock
Exchange and is authorised and regulated by the FCA, is acting as
broker to the Company in the United Kingdom for the purposes of the
AIM Rules. SCC and SCS are acting exclusively for the Company and
no one else and will not be responsible to anyone, other than the
Company, for providing the protections afforded to customers of SCC
and SCS or for advising any other person on the transactions and
arrangements described in this announcement. Shore Capital makes no
representation or warranty, express or implied, as to the contents
of this announcement and Shore Capital does not accept any
liability whatsoever for the accuracy of or opinions contained (or
for the omission of any material information) in this announcement
and shall not be responsible for the contents of this announcement.
Nothing in this paragraph shall serve to exclude or limit any
responsibilities which Shore Capital may have under FSMA or the
regulatory regime established thereunder.
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 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 the United Kingdom. The release,
distribution or publication of this announcement in jurisdictions
outside the United Kingdom may be restricted by the 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 laws of
any such jurisdiction.
Forward-looking statements
This announcement includes statements that are, or may be deemed
to be, forward-looking statements. These forward-looking statements
can be identified by the use of forward-looking terminology,
including the terms "anticipates", "believes", "could",
"estimates", "expects", "intends", "may", "plans", "projects",
"should" or "will", or, in each case, their negative or other
variations or comparable terminology, or by discussions of
strategy, plans, objectives, goals, future events or intentions. By
their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances.
Forward-looking statements may, and often do, differ materially
from actual results. Any forward-looking statements in this
announcement reflect the Directors' current view with respect to
future events and are subject to risks relating to future events
and other risks, uncertainties and assumptions relating to the
Group and its operations and results of operations. Other than in
accordance with its legal or regulatory obligations (including
under the AIM Rules, the Disclosure Guidance and Transparency
Rules, the Market Abuse Regulation and the rules of the London
Stock Exchange), the Company is not under any obligation and the
Company expressly disclaims any intention or obligation (to the
maximum extent permitted by law) to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Notice for US shareholders
The Tender Offer relates to securities in a non-US company which
is registered in the UK and is subject to the disclosure
requirements, rules and practices applicable to companies listed in
the UK, which differ from those of the United States in certain
material respects. This announcement and the Circular have been
prepared in accordance with UK style and practice for the purpose
of complying with English law and the AIM Rules, and US
Shareholders should read this entire announcement and the Circular,
including Part II (Terms and Conditions of the Tender Offer) of the
Circular. The financial information relating to the Company
incorporated by reference in the Circular, which is available for
review on the Company's website, has not been prepared in
accordance with generally accepted accounting principles in the
United States and thus may not be comparable to financial
information relating to US companies.
The Tender Offer is not subject to the disclosure and other
procedural requirements of Regulation 14D under the US Exchange
Act. The Tender Offer will be extended into the United States in
accordance with the requirements of Regulation 14E under the US
Exchange Act to the extent applicable. Certain provisions of
Regulation 14E under the US Exchange Act are not applicable to the
Tender Offer by virtue of Rule 14d-1(d) under the US Exchange Act.
US Shareholders should note that the Ordinary Shares are not listed
on a US securities exchange and the Company is not subject to the
periodic reporting requirements of the US Exchange Act and is not
required to, and does not, file any reports with the US Securities
and Exchange Commission thereunder.
It may be difficult for US Shareholders to enforce certain
rights and claims arising in connection with the Tender Offer under
US federal securities laws since the Company is located outside the
United States and all of its officers and directors reside outside
the US. It may not be possible to sue a non-US company or its
officers or directors in a non-US court for violations of US
securities laws. It also may not be possible to compel a non-US
company or its affiliates to subject themselves to a US court's
judgment.
The receipt of cash pursuant to the Tender Offer by a
Shareholder who is a US person may be a taxable transaction for US
federal income tax purposes and under applicable US state and
local, as well as foreign and other, tax laws. Each Shareholder is
urged to consult his, her or its independent professional adviser
immediately regarding the tax consequences of tendering any
Ordinary Shares in the Tender Offer.
To the extent permitted by applicable law and in accordance with
normal UK practice, the Company, Shore Capital or any of their
respective affiliates, may make certain purchases of, or
arrangements to purchase, Ordinary Shares outside the United States
during the period in which the Tender Offer remains open for
participation, including sales and purchases of Ordinary Shares
effected by Shore Capital acting as market maker in the Ordinary
Shares. These purchases, or other arrangements, may occur either in
the open market at prevailing prices or in private transactions at
negotiated prices. In order to be excepted from the requirements of
Rule 14e-5 under the US Exchange Act by virtue of Rule 14e-5(b)(10)
thereunder, such purchases, or arrangements to purchase, must
comply with applicable English law and regulation, including the
AIM Rules, and the relevant provisions of the US Exchange Act. Any
information about such purchases will be disclosed as required in
the UK and the United States and, if required, will be reported via
a Regulatory Information Service and will be available on the
London Stock Exchange website at www.londonstockexchange.com.
While the Tender Offer is being made available to Shareholders
in the United States, the right to tender Ordinary Shares is not
being made available in any jurisdiction in the United States in
which the making of the Tender Offer or the right to tender such
Ordinary Shares would not be in compliance with the laws of such
jurisdiction.
Neither this announcement nor the Circular has been approved,
disapproved or otherwise recommended by the US Securities and
Exchange Commission or any US state securities commission and such
authorities have not confirmed the accuracy or determined the
adequacy of this announcement or the Circular. Any representation
to the contrary is a criminal offence in the United States.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables or forms may vary
slightly and figures shown as totals in certain tables or forms may
not be an arithmetic aggregation of the figures that precede
them.
No forecasts or estimates
No statement in this announcement is intended as a profit
forecast, estimate or quantified financial benefits statement for
any period and no statement in this announcement should be
interpreted to mean that cash flow from operations, free cash flow,
earnings or earnings per share for the Company for the current or
future financial years would necessarily match or exceed the
historical published cash flow from operations, free cash flow,
earnings or earnings per share for the Company.
Disclosure requirements of the Takeover Code (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, 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.
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 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.
Publication on website
A copy of this announcement will, subject to certain
restrictions relating to persons resident in restricted
jurisdictions, be available on the Company's website at
https://www.hydrogengroup.com/investor-relations/ by no later than
12 noon on the Business Day following the date of this
announcement. For the avoidance of doubt, the content of the
website referred to above is not incorporated into and does not
form part of this announcement.
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END
MSCLLMBTMTJTTJM
(END) Dow Jones Newswires
September 30, 2020 02:00 ET (06:00 GMT)
Grafico Azioni Hydrogen (LSE:HYDG)
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Da Gen 2025 a Feb 2025
Grafico Azioni Hydrogen (LSE:HYDG)
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