TIDMMYT TIDMTTM
RNS Number : 7701J
Mytrah Energy Ltd
04 April 2018
The following is the full text of the announcement released by
Raksha Energy Holdings Limited today at 7.00am.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
4 April 2018
RECOMMED CASH OFFER
for
MYTRAH ENERGY LIMITED ("MEL")
by
RAKSHA ENERGY HOLDINGS LIMITED ("REHL")
Summary
-- The board of directors of REHL and the Independent MEL
Directors are pleased to announce that they have reached agreement
on the terms of a recommended cash offer for MEL by REHL, pursuant
to which REHL will acquire the entire issued and to be issued
ordinary share capital of MEL not already directly or indirectly
owned by the REHL Group (the "Offer"). As at the date of this
Announcement, the REHL Group (via the Trust, the 100% owner of REHL
and a member of the REHL Group) holds approximately 57.9 per cent.
of MEL's existing issued shares and holds options pursuant to the
MEL Option Schemes in respect of a further 11,544,989 MEL Shares of
which 9,803,323 will be exercised as soon as practicable following
the release of this Announcement and the remaining 1,741,666 of
which will be exercised as soon as practicable following the Offer
being declared unconditional in all respects.
-- Under the terms of the Offer, MEL Shareholders will receive
45 pence in cash for each MEL Share. The Offer values the entire
issued, and to be issued, share capital of MEL on a fully-diluted
basis at approximately GBP78.9 million.
-- The Offer provides an attractive opportunity for MEL
Shareholders to realise their shareholdings at a premium in cash.
REHL's offer represents a premium of approximately:
-- 63.6 per cent. to the Closing Price of 27.5 pence per MEL
Share on 3 April 2018, being the last Business Day before the date
of this Announcement; and
-- 52.5 per cent. to the average Closing Price since 4 January
2018 of 29.5 pence per MEL Share, being the three-month period
before the date of this Announcement.
-- The Independent MEL Directors, who have been so advised by
Investec as to the financial terms of the Offer, consider the terms
of the Offer to be fair and reasonable. In providing advice to the
Independent MEL Directors, Investec has taken into account the
commercial assessments of the Independent MEL Directors. Investec
is providing independent financial advice to the Independent MEL
Directors for the purposes of Rule 3 of the Takeover Code.
-- Accordingly, the Independent MEL Directors intend unanimously
to recommend that MEL Shareholders accept the Offer.
-- The Offer is subject to the condition that REHL has received
acceptances under the Offer in respect of not less than 25,525,140
MEL Shares (being a number of MEL Shares equal to approximately
37.1 per cent. of the Remaining MEL Shares).
-- REHL has received irrevocable commitments to accept (or
procure the acceptance of) the Offer from each of the Independent
MEL Directors in respect of their own beneficial holdings of a
total of 37,000 MEL Shares (representing approximately 0.02 per
cent. of the MEL Shares in issue as at the close of business on 3
April 2018, being the last Business Day before the date of this
Announcement), and approximately 0.05 per cent. of the Remaining
MEL Shares.
-- REHL has also received irrevocable commitments to accept (or
procure the acceptance of) the Offer from Esrano Overseas Limited
in respect of a total of 24,000,000 MEL Shares (representing
approximately 14.7 per cent. of the MEL Shares in issue as at the
close of business on 3 April 2018, being the last Business Day
before the date of this Announcement, and approximately 34.8 per
cent. of the Remaining MEL Shares).
-- REHL is a special purpose vehicle that was established by the
Trust in November 2017 for the purpose of acquiring MEL. REHL's
principal investment will be the MEL Shares it will acquire
pursuant to the Offer. REHL is wholly owned by the Trust, a Jersey
based discretionary trust settled by Ravi Kailas, the Chairman of
MEL, of which he, some of his family members (including Vikram
Kailas, the Vice Chairman and MD of MEL), and a philanthropic trust
are discretionary beneficiaries. The Trust is the holder of the
Trust Shares.
-- REHL intends to finance the Offer exclusively by means of
funds available to it by means of the Facility Agreement.
-- The Offer Document will include full details of the Offer and
will specify the actions to be taken by MEL Shareholders. It is
expected that the Offer Document will be posted to MEL Shareholders
as soon as practicable.
-- Commenting on the Offer, Kathryn Tully of REHL, said:
"We continue to believe in MEL's potential and believe this
offer provides an attractive and certain value for the current MEL
independent shareholders."
-- Commenting on the Offer, Russell Walls, Senior Independent
Director of MEL, said:
"This Offer enables MEL shareholders to realise value today in
cash for their shares at a significant premium to the recent
historical share price, which, in the Independent MEL Directors'
view, has been negatively impacted by sentiment towards the Indian
economy and the power and infrastructure sector in particular, as
well as by the Company's capital and ownership structure. We
believe that, in these circumstances, the Offer is an acceptable
outcome for all MEL stakeholders."
-- Investec is acting as exclusive Rule 3 financial adviser to
MEL in relation to the Offer and is providing independent financial
advice to the Independent MEL Directors for the purposes of Rule 3
of the Takeover Code.
-- Craven Street Capital Limited is acting as exclusive
financial adviser to REHL in relation to the Offer.
This summary should be read in conjunction with, and is subject
to, the full text of this Announcement (including the Appendices)
which set out further details of the Offer and form an integral
part of this Announcement. The Offer will be subject to the
Conditions and certain further terms set out in Part B of Appendix
1 to this Announcement and to the full terms and conditions which
will be set out in the Offer Document. Appendix 2 to this
Announcement contains the bases and sources of certain information
used in this summary and this Announcement. Appendix 3 to this
Announcement contains details of the irrevocable commitments
received by REHL in relation to the Offer that are referred to in
this Announcement. Appendix 4 to this Announcement contains
definitions of certain terms used in this summary and this
Announcement.
Enquiries:
Raksha Energy Holdings Limited
Kathryn Tully +44 (0)1534 825 200
Craven Street Capital Limited
(Financial Adviser to REHL)
Soondra Appavoo
Charles Lens +44 (0)20 3890 8654
Mytrah Energy Limited (via Yellow
Jersey PR Limited)
Russell Walls
Rohit Phansalkar +44 (0)7555 159 808
Investec (Rule 3 Financial Adviser
to MEL)
Jeremy Ellis
Chris Sim
George Price +44 (0)20 7597 4000
Yellow Jersey PR Limited
Charles Goodwin +44 (0)7747 788 221
Abena Affum +44 (0)7555 159 808
Squire Patton Boggs (UK) LLP and Mourant Ozannes LP are retained
as legal advisers to REHL.
Gowling WLG (UK) LLP and Carey Olsen (Guernsey) LLP are retained
as legal advisers to MEL.
Important notices relating to financial advisers and brokers
Craven Street Capital Limited, which is an appointed
representative of Resolution Compliance Limited which is authorised
and regulated by the Financial Conduct Authority in the United
Kingdom, is acting as exclusive financial adviser to REHL and no
one else in connection with the Offer. In connection with such
matters, Craven Street Capital Limited, its affiliates and their
respective directors, officers, employees and agents will not
regard any other person as their client, nor will they be
responsible to any other person for providing the protections
afforded to their clients or for providing advice in relation to
the Offer, the contents of this Announcement or any other matter
referred to herein.
Investec, which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom, is acting as
exclusive financial adviser to MEL and no one else in connection
with the Offer. In connection with such matters, Investec, its
affiliates and their respective directors, officers, employees and
agents will not regard any other person as their client, nor will
they be responsible to any other person for providing the
protections afforded to their clients or for providing advice in
relation to the Offer, the contents of this Announcement or any
other matter referred to herein.
Further information
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any 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. This Announcement
does not constitute a prospectus or a prospectus equivalent
document.
The Offer will be made solely by means of the Offer Document,
and in respect of MEL Shares held in certificated form, the Form of
Acceptance accompanying the Offer Document, which will contain the
full terms and conditions of the Offer, including details of how
the Offer may be accepted. Any response to the Offer should be made
only on the basis of information contained in those documents. MEL
Shareholders are advised to read the formal documentation in
relation to the Offer carefully once it has been despatched.
This Announcement has been prepared for the purposes of
complying with English law, Guernsey law and the Takeover Code and
the information disclosed may not be the same as that which would
have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom and Guernsey.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom and Guernsey and the
ability of the MEL Shareholders who are not resident in the United
Kingdom or Guernsey to participate in the Offer may be restricted
by the laws and/or regulations of those of relevant jurisdictions.
Therefore any persons who are subject to the laws and regulations
of any jurisdiction other than the United Kingdom or Guernsey or
MEL Shareholders who are not resident in the United Kingdom or
Guernsey will need to inform themselves about, and observe, any
applicable legal or regulatory requirements. Any failure to comply
with the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. Further details in
relation to Overseas Shareholders will be contained in the Offer
Document.
The Offer is not being, and will not be, made available,
directly or indirectly, in or into or by the use of the mails of,
or by any other means or instrumentality (including, but not
limited to, facsimile, e-mail or other electronic transmission,
telex or telephone) of interstate or foreign commerce of, or any
facility of a national state or other securities exchange of, any
Restricted Jurisdiction and the Offer will not be capable of
acceptance by any such use, means, instrumentality or
facilities.
Accordingly, copies of this Announcement and all documents
relating to the Offer are not being, and must not be, directly or
indirectly, mailed, transmitted or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction and persons
receiving this Announcement (including, without limitation, agents,
nominees, custodians and trustees) must not distribute, send or
mail it in, into or from such jurisdiction. Any person (including,
without limitation, any agent, nominee, custodian or trustee) who
has a contractual or legal obligation, or may otherwise intend, to
forward this Announcement and/or the Offer Document and/or any
other related document to a jurisdiction outside the United Kingdom
or Guernsey should inform themselves of, and observe, any
applicable legal or regulatory requirements of their
jurisdiction.
The receipt of cash pursuant to the Offer by MEL Shareholders
may be a taxable transaction under applicable national, state and
local, as well as foreign and other tax laws. Each MEL Shareholder
is urged to consult their independent financial adviser regarding
the tax consequences of accepting the Offer.
Forward-looking statements
This Announcement contains statements that are or may be
forward-looking statements. All statements other than statements of
historical facts included in this Announcement may be
forward-looking statements. Without limitation, any statements
preceded or followed by or that include the words "targets",
"plans", "believes", "expects", "aims", "intends", "will",
"should", "could", "would", "may", "anticipates", "estimates",
"synergy", "cost-saving", "projects", "goal", "asset values" or
"strategy" or, words or terms of similar substance or the negative
thereof, are forward-looking statements. Forward-looking statements
include statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, asset values,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of REHL's or
MEL's operations and potential synergies resulting from the Offer;
and (iii) the effects of government regulation on REHL's or MEL's
business.
These forward-looking statements are not guarantees of future
financial performance and are naturally subject to uncertainty and
changes in circumstances. Except as expressly provided in this
Announcement, they have not been reviewed by the auditors of REHL
or MEL. By their nature, such forward-looking statements involve
known and unknown risks and uncertainties, because they relate to
events and depend on circumstances that will occur in the future,
and are based on certain key assumptions, and the factors described
in the context of such forward-looking statements in this
Announcement could cause actual results, outcomes and developments
to differ materially from those expressed in or implied by such
forward-looking statements and such statements are therefore
qualified in their entirety by the risks and uncertainties
surrounding these future expectations. Many factors could cause
actual results to differ materially from those projected or implied
in any forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond the entities'
ability to control or estimate precisely, such as, but not limited
to, general business and market conditions both globally and
locally, political, economic and regulatory forces, industry trends
and competition, future exchange and interest rates, changes in
government and regulation including in relation to health and
safety, the environment, labour relations and tax rates and future
business combinations or dispositions. Due to such uncertainties
and risks, readers are cautioned not to place undue reliance on
such forward-looking statements, which speak only as of the date
hereof. All subsequent oral or written forward-looking statements
attributable to REHL or MEL or any of their respective members,
directors, officers or employees or any persons acting on their
behalf are expressly qualified in their entirety by the cautionary
statement above. REHL and MEL disclaim any obligation to update any
forward-looking or other statements contained herein, except as
required by applicable law or regulations.
No profit forecast
No statement in this Announcement is intended to constitute a
profit forecast for any period, nor should any statements be
interpreted to mean that earnings or earnings per share will
necessarily be greater or less than those of the preceding
financial periods for MEL.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. 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 10(th) Business
Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10(th)
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 Takeover Code, any person who is, or
becomes, interested in 1 per cent. 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.
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.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Takeover Code, MEL announces
that as at the date of this Announcement it has 163,636,000
ordinary shares of no par value in issue and admitted to trading on
the AIM Market of the London Stock Exchange. The International
Securities Identification Number for the MEL Shares is
GG00B64BJ143.
Information relating to MEL Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by MEL Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from MEL may be provided to REHL during the offer
period as required under Section 4 of Appendix 4 to the Takeover
Code.
Publication on website
A copy of this Announcement will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on MEL's website at www.mytrah.com
offer by no later than 12 noon (London time) on the Business Day
following the date of this Announcement. For the avoidance of doubt
the content of that website is not incorporated into, and does not
form part of, this Announcement.
A hard copy of this Announcement will be sent to MEL
Shareholders (other than MEL Shareholders who have elected to
receive electronic communications) in the near future. MEL
Shareholders may request a hard copy of this Announcement by
contacting the Company Secretary during business hours on +91 40
337 60103 or by submitting a request in writing to the Company
Secretary at MEL, Uday.Chandra@mytrah.com. MEL Shareholders may
also request that all future documents, announcements and
information to be sent to them in relation to the Offer should be
in hard copy form.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Reduction of Offer consideration in the event of dividend and/or
distribution and/or return of capital
The MEL Shares will be acquired by REHL under the Offer fully
paid and free from all liens, charges, equitable interests,
encumbrances, options, rights of pre-emption and any other third
party rights and interests of any nature together with all rights
now or hereafter attaching thereto, including the right to receive
in full and retain all dividends and other distribution (if any)
declared, made or paid on or after the date of this Announcement.
If any such dividend and/or other distribution and/or return of
capital is proposed, declared, made, paid or payable by MEL on or
after the date of this Announcement, REHL reserves the right to
reduce by the amount of such dividend and/or distribution and/or
return of capital the Offer consideration payable in respect of a
MEL Share, except insofar as the MEL Share is or will be
transferred on a basis which entitles REHL alone to receive the
dividend and/or distribution and/or return of capital but if that
reduction in consideration has not been effected, the person to
whom the consideration payable under the Offer is paid in respect
of that MEL Share will be obliged to account to REHL for the amount
of such dividend and/or distribution and/or return of capital.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
4 April 2018
RECOMMED CASH OFFER
for
MYTRAH ENERGY LIMITED ("MEL")
by
RAKSHA ENERGY HOLDINGS LIMITED ("REHL")
1. Introduction
The board of directors of REHL and the Independent MEL Directors
are pleased to announce that they have reached agreement on the
terms of a recommended cash offer for MEL by REHL, pursuant to
which REHL will acquire the entire issued and to be issued ordinary
share capital of MEL not already directly or indirectly owned by
the REHL Group (the "Offer"). As at the date of this Announcement,
the REHL Group (via the Trust, the 100% owner of REHL and a member
of the REHL Group) holds approximately 57.9 per cent. of MEL's
existing issued shares and holds options pursuant to the MEL Option
Schemes in respect of a further 11,544,989 MEL Shares of which
9,803,323 will be exercised as soon as practicable following the
release of this Announcement and 1,741,666 of which will be
exercised as soon as practicable following the Offer being declared
unconditional in all respects.
An independent committee of MEL Directors has been established
for the purposes of considering the Offer. The committee is
comprised of the Independent MEL Directors, being Russell Walls and
Rohit Phansalkar.
2. Summary of the Offer
It is intended that the Offer will be implemented by means of a
takeover offer under Part XVIII of the Companies Law and in
accordance with the Takeover Code.
Under the Offer, which will be subject to the Conditions and
further terms set out in Appendix 1 of this Announcement and to the
full terms and conditions to be set out in the Offer Document, MEL
Shareholders will receive:
For each MEL Share 45 pence in cash
The Offer values the entire issued and to be issued share
capital of MEL on a fully-diluted basis at approximately GBP78.9
million.
The Offer provides an attractive opportunity for MEL
Shareholders to realise their shareholdings at a premium in
cash.
The Offer represents a premium of approximately:
-- 63.6 per cent. to the Closing Price of 27.5 pence per MEL
Share on 3 April 2018, being the last Business Day before the date
of this Announcement; and
-- 52.5 per cent. to the average Closing Price since 4 January
2018 of 29.5 pence per MEL Share, being the three month period
before the date of this Announcement.
3. Background to and reasons for the Offer
MEL completed an initial public offering of its shares on AIM in
October 2010, raising total gross proceeds of GBP50.2 million, at a
price of 115 pence per MEL Share.
MEL's strategy has been to deliver:
-- strong management expertise;
-- expertise in site selection and assessment, project delivery
with the specified timescales and budget, strong asset availability
and efficiency from operations and management;
-- consistent growth of a strong asset base, revenue and profitability; and
-- competitive and innovative financing solutions to minimise
shareholder dilution while maximising capital deployment.
Since the initial public offering, the business of MEL has
experienced the following internal and external challenges:
-- the ability of a number of state electricity boards in India
to make timely payments to independent power producers such as
MEL;
-- the protracted period of political and economic uncertainty in India;
-- the entry into a formal corporate debt restructuring process
by Suzlon, initially a key supplier and counterparty for MEL;
and
-- the poor performance of other Indian energy companies listed
on the markets in the United Kingdom.
Since the initial public offering, the management team of MEL
has delivered a strong underlying performance, as demonstrated
by:
-- consistent revenue growth;
-- strong EBITDA growth and a stable EBITDA margin;
-- growth from 0MW to 1180MW of installed wind and solar
capacity, making MEL one of the largest independent wind and solar
power businesses in India; and
-- diversification into solar power with a significant project pipeline.
Notwithstanding the accomplishments of the management team of
MEL and the underlying performance of MEL, the price per MEL Share
has fallen cumulatively by 76.1 per cent. since the initial public
offering (as of the last Business Day prior to the date of this
Announcement).
Approximately 57.9 per cent. of the issued share capital of MEL
is held by the Trust, which limits the number of MEL Shares
available for trading on AIM, and as a consequence, the share price
of MEL Shares can be volatile.
Over the past few years, MEL has taken the following actions in
an attempt to improve the share price of MEL Shares:
-- improved reporting and transparency;
-- communicated the dramatic improvement of the credit rating of
a number of the electricity boards in India which are its major
customers;
-- diversified to multiple equipment providers;
-- split the role of Chairman/CEO;
-- switched its public relations agency and conducted multiple
investor meetings and presentations;
-- conducted shareholder presentations and shareholder roadshows
with brokers to try to improve awareness and broaden its
shareholder base;
-- significantly grown its asset portfolio;
-- diversified into solar energy; and
-- reduced its debt cost of capital through refinancing transactions.
In addition, there has been a significant improvement in the
political climate and stability in India with declining interest
rates.
The Board of REHL believes that:
-- in the absence of a cash offer, it is unlikely that there
will be a sustained, material improvement in the share price of the
MEL Shares;
-- the listing of the MEL Shares on AIM is too illiquid to offer
any meaningful amount of liquidity, leaving a limited opportunity
for investors to sell the MEL Shares otherwise than through a cash
exit;
-- MEL is capital constrained and the listing of the MEL Shares
on AIM does not provide an attractive forum to raise additional
capital;
-- the listing of the MEL Shares on AIM is not optimal for MEL
in terms of the achievement of its business plan and the Board of
REHL believes that a broader, more efficient range of financial and
strategic options would be available to MEL if it was a private
company rather than a listed company; and
-- MEL's business model is not attractive to investors looking
to invest in AIM securities. Indian infrastructure and renewables
businesses in general have fared badly in the United Kingdom public
markets.
Therefore, the board of REHL believes it is now an appropriate
time to seek to delist MEL by offering to purchase the entire
issued and to be issued ordinary share capital of MEL not already
directly or indirectly owned by REHL or the Trust.
4. Background to and reasons for the Independent MEL Directors'
recommendation of the Offer
The Independent MEL Directors believe that the Offer presents an
opportunity for MEL Shareholders to realise a significant premium
to the Closing Price per MEL Share of 27.5 pence on 3 April 2018
(being the last Business Day prior to the date of this
announcement), as well as a significant premium to the average
Closing Price per MEL Share of 27.0 pence for the six months ended
on 3 April 2018. The net debt of MEL as at 31 December 2017 was
US$1,364.3 million; given this relatively high leverage, the
concentration of shareholdings amongst a small number of MEL
Shareholders, including the controlling shareholding of the Trust,
and the relative lack of liquidity in MEL Shares, the Independent
MEL Directors believe that the Offer presents an opportunity for
MEL Shareholders to realise their investment which may not be
achieved in the near term if MEL were to remain independent and
quoted on AIM.
Following careful consideration of the above factors, the
Independent MEL Directors believe that the Offer Price of 45 pence
per share in cash provides acceptable value and certainty to MEL
Shareholders.
5. Recommendation
The Independent MEL Directors, who have been so advised by
Investec as to the financial terms of the Offer, consider the terms
of the Offer to be fair and reasonable. In providing advice to the
Independent MEL Directors, Investec has taken into account the
commercial assessments of the Independent MEL Directors. Investec
is providing independent financial advice to the Independent MEL
Directors for the purposes of Rule 3 of the Takeover Code.
Accordingly, the Independent MEL Directors intend unanimously to
recommend that MEL Shareholders accept the Offer, as each of the
Independent MEL Directors has irrevocably committed to do in
respect of their own beneficial holdings of 37,000 MEL Shares,
representing approximately 0.02 per cent. of the MEL Shares in
issue as at the close of business on 3 April 2018, being the last
Business Day before the date of this Announcement, and
approximately 0.05 per cent. of the Remaining MEL Shares.
6. Irrevocable commitments
REHL has received irrevocable commitments to accept (or procure
the acceptance of) the Offer from each of the Independent MEL
Directors in respect of their own beneficial holdings of a total of
37,000 MEL Shares (representing approximately 0.02 per cent. of the
MEL Shares in issue as at the close of business on 3 April 2018,
being the last Business Day before the date of this Announcement,
and approximately 0.05 per cent. of the Remaining MEL Shares).
REHL has also received irrevocable commitments to accept (or
procure the acceptance of) the Offer from Esrano Overseas Limited
in respect of a total of 24,000,000 MEL Shares (representing
approximately 14.7 per cent. of the MEL Shares in issue as at the
close of business on 3 April 2018, being the last Business Day
before the date of this Announcement, and approximately 34.8 per
cent. of the Remaining MEL Shares).
Further details of the irrevocable commitments are contained in
Appendix 3 to this Announcement.
7. Information on MEL
MEL is a large independent power producer in the Indian
renewable energy sector. The Company has a portfolio of 1,743 MW of
installed and under construction renewable power projects across
nine Indian states (Punjab, Rajasthan, Gujarat, Madhya Pradesh,
Maharashtra, Andhra Pradesh, Telangana, Karnataka and Tamil Nadu).
The Company also has one of the largest wind data banks in India,
with over 200 wind mast locations across the country.
In the six months ended 30 June 2017, the Company reported
revenue of US$228.5 million, EBITDA of US$82.3 million and net
assets of US$143.8 million with net debt as at 30 June 2017 of
US$1,059.5 million. As at 31 December 2017, net debt had increased
to US$1,364.3 million. Other than the increase in net debt there
has been no significant change in the Company's financial position
since 30 June 2017.
8. Information on REHL
REHL is a special purpose vehicle that was established by the
Trust in November 2017 for the purpose of acquiring MEL. REHL's
principal investment will be the proposed acquisition of MEL Shares
pursuant to the Offer or otherwise. REHL is wholly owned by the
Trust, a Jersey based discretionary trust settled by Ravi Kailas,
the Chairman of MEL, of which he and some of his family members
(including Vikram Kailas, the Vice Chairman and MD of MEL), and
also a philanthropic trust, are discretionary beneficiaries. The
Trust holds the Trust Shares.
9. Directors, management and employees and locations of business
Following the completion of the Offer, REHL intends to support
MEL and its employees in executing its existing goal - to be a
leading renewable energy independent power producer in India -
which it intends to achieve by continuing to build sustainable wind
and solar plants at scale that meet its return requirements. REHL
recognises the importance of the skills, experience and industry
knowledge of the existing MEL management and employees in
accomplishing this goal.
MEL has investigated the possibility of extending its business
into related fields on a limited scale, such as the provision to
third parties of engineering, procurement and construction services
or asset management services, which it currently predominantly only
undertakes for its own projects, or electric mobility. REHL intends
to continue investigating these possibilities. MEL also does not
currently have a research and development function, and REHL does
not intend to establish one.
REHL confirms that, following completion of the Offer, the
existing contractual rights of all existing MEL employees will be
safeguarded. There are no material changes expected in the
conditions of employment or the balance of the skills and functions
of the employees and management.
MEL conducts an annual review of the management and staffing
needs of the MEL group as part of its annual operating plan, which
includes a performance review of every member of staff. This review
occurs in April each year, and REHL intends to ensure MEL continues
that process going forward. The historic annual attrition rate of
10-15% is expected to continue, but the 2018 review may result in
the elimination of an additional 3-5% of headcount within MEL, as
REHL seeks to continue to improve organisational efficiency within
MEL.
REHL has no intention of changing the conditions of employment
of MEL staff (including their entitlement to pension
contributions). Each of MEL's non-executive directors Rohit
Phansalkar and Russell Walls has confirmed that he intends to
resign from the MEL board, conditional upon and with effect from
the Offer being declared wholly unconditional and MEL being
delisted.
As stated above, REHL believes that the AIM market does not
provide an attractive forum to raise additional capital, and
moreover that it restricts MEL's access to a broader, more
efficient range of financing options. Following the completion of
the Offer, REHL intends to pursue a wide range of opportunities to
recapitalise MEL to obtain further capital to support the growth of
its solar and wind businesses, which may include:
i. a listing of MEL or one of its subsidiaries on an alternate share exchange
ii. a listed or unlisted "yieldco" structure
iii. issuance of a listed or unlisted bond to reduce the overall cost of debt
iv. further senior or mezzanine debt issuances
v. investment from private equity capital providers
vi. other such capital opportunities as MEL and/or REHL may identify from time to time
REHL does not intend to pursue any such strategies that are
likely to have a material impact on either employment or on the
locations of MEL's places of business (including on the location of
its headquarters and headquarters functions).
REHL has no plans to change the locations of MEL's place of
business (including its headquarters).
REHL intends that the employer's pension scheme will be
maintained in accordance with contractual and statutory
requirements. REHL intends to maintain the accrual of benefits for
existing members and the contribution of employer benefits into the
scheme, along with the admission of new members under the same
terms in accordance with the terms currently offered by MEL to its
employees. There is no pension deficit to be funded.
MEL's fixed assets largely comprise immovable renewable energy
projects and REHL has no intention to redeploy these assets.
MEL does not currently maintain any existing trading facilities
for securities in MEL. REHL does not intend to establish one.
10. Current trading
As at 31 December 2017, net debt of the Company had increased to
US$1,364.3 million. Other than the increase in net debt there has
been no significant change in the Company's financial position
since 30 June 2017.
11. Financing of the Offer
REHL will finance the entire cash consideration payable to MEL
Shareholders under the terms of the Offer from resources provided
pursuant to the Facility Agreement.
Craven Street Capital Limited, as exclusive financial adviser to
REHL, is satisfied that sufficient resources are available to REHL
to satisfy in full the cash consideration payable to MEL
Shareholders under the terms of the Offer.
12. Structure of the Offer
Terms and conditions
Appendix 1 to this Announcement sets out the Conditions and
certain further terms to which the Offer will be subject. The full
terms and conditions of the Offer will be set out in the Offer
Document and, in respect of MEL Shares held in certificated form,
the Form of Acceptance accompanying the Offer Document.
It is intended that the Offer will be implemented by means of a
takeover offer in accordance with Part XVIII of the Companies Law.
However, REHL reserves the right, subject to the provisions of the
Takeover Code and the consent of the Panel, to implement the Offer
by way of a court-sanctioned scheme of arrangement under Part VIII
of the Companies Law.
Further details of the Offer, including an indicative timetable
for the implementation of the Offer, will be set out in the Offer
Document, which, together with the Form of Acceptance, is expected
to be despatched to MEL Shareholders as soon as practicable and, in
any event, (save with the consent of the Panel) within 28 days of
this Announcement.
The Offer Document and Form of Acceptance will be made available
to all MEL Shareholders at no charge to them.
Compulsory acquisition and delisting
If REHL receives acceptances under the Offer in respect of,
and/or otherwise acquires, not less than 90 per cent. in value of
the shares affected by the Offer (within the meaning set out in
section 337 and section 337A of the Companies Law), REHL intends to
exercise its rights pursuant to section 337 of the Companies Law to
compulsorily acquire the MEL Shares affected by the Offer (within
the meaning set out in section 337 and section 337A of the
Companies Law) not already acquired by it.
If REHL receives acceptances under the Offer in respect of,
and/or otherwise acquires, not less than 37.1 per cent. in value of
the shares affected by the Offer (within the meaning set out in
section 337 and section 337A of the Companies Law), being the
amount (when taken together with those of the Trust Shares that are
held by the Trust at the date of this Announcement and those which
are capable of being exercised as soon as practicable following the
date of this Announcement) required for the REHL Group to hold 75%
of the then issued voting ordinary shares of MEL, REHL intends to
seek to cancel the admission of MEL Shares to trading on AIM
("Cancellation"). In accordance with AIM Rule 41, MEL hereby gives
notice of the intended Cancellation which, subject to the Offer
becoming unconditional in all respects, will take place at least 5
business days thereafter and no earlier than 7:00 a.m. on 2 May
2018. MEL will provide further details of the Cancellation
timetable in due course although, for the avoidance of doubt, if
the conditions of the Offer are not met Cancellation will not take
place.
Cancellation will materially and adversely affect the liquidity
and marketability of any MEL Shares in respect of which the Offer
has not been accepted.
Pursuant to the Takeover Code, after the Offer becomes or is
declared unconditional in all respects, the Offer will remain open
for acceptance for a further period of not less than 14 calendar
days in order to allow MEL Shareholders who wish to accept the
Offer to do so.
13. Disclosure of Interests
As at the close of business on 3 April 2018, being the last
Business Day before the date of this Announcement, the REHL Group
held 106,296,019 MEL Shares, comprised of 94,751,030 shares
currently in issue, as well as options over 11,544,989 MEL Shares
pursuant to the MEL Option Schemes.
As at 3 April 2018, being the latest practicable date before the
publication of this Announcement, the following persons (each of
whom is a member of the REHL Group) held an interest in relevant
MEL securities:
Name Number Percentage Number of
of MEL of existing MEL Shares
Shares issued MEL held pursuant
Shares (approx.) to the MEL
Option Schemes
The Trust 94,751,030 57.9% 11,544,989
Ravi Kailas and Vikram Kailas are both Discretionary
Beneficiaries (as defined in the Trust Deed constituting the Trust)
of the Trust which holds options over 11,544,989 MEL Shares
pursuant to the MEL Option Schemes, 9,803,323 of which will be
exercised as soon as practicable following the release of this
Announcement, and the remaining 1,741,666 of which will be
exercised as soon as practicable following the Offer being declared
unconditional in all respects.
As at the close of business on 3 April 2018, being the last
Business Day before the date of this Announcement, the only MEL
Shareholder deemed to be acting in concert with the REHL Group is
Robert Keith Smith, Executive Vice President of REHL and Executive
Vice President of MEL, who holds 5,246 MEL Shares.
Save in respect of the irrevocable commitments referred to in
paragraph 6 above, and as disclosed in this paragraph 13, neither
any member of the REHL Group, nor any of the REHL Directors nor, so
far as the REHL Directors are aware, any party acting in concert
with REHL as at 3 April 2018, being the latest practicable date
before the publication of this Announcement:
-- had any interest in, or right to subscribe for, any MEL Shares; or
-- had any short position (whether conditional or absolute and
whether in the money or otherwise) including any short position
under a derivative, in MEL Shares, nor any arrangement in relation
to MEL Shares.
For these purposes, "arrangement" includes any agreement to sell
or any delivery obligation or right to require another person to
purchase or take delivery and borrowing and lending of MEL Shares.
An "arrangement" also includes any indemnity or option arrangement,
any agreement or any understanding, formal or informal, of whatever
nature, relating to MEL Shares which may be an inducement to deal
or refrain from dealing in such securities.
MEL confirms that it will today make an Opening Position
Disclosure, setting out the details required to be disclosed by it
under Rule 8.2(a) of the Takeover Code.
14. Offer-related arrangements
Confidentiality Agreement
REHL and MEL have entered into a mutual non-disclosure agreement
dated 9 March 2018 pursuant to which each of REHL and MEL has
agreed, amongst other things, to keep certain information relating
to the other party confidential and not to disclose it to third
parties (other than to certain permitted parties) unless required
by law or regulation.
15. MEL Option Schemes
Participants in the MEL Option Schemes will be contacted
separately regarding the effect of the Offer on their rights under
the MEL Option Schemes and provided with further details of REHL's
proposals in due course. Details of the proposals will be set out
in the Offer Document and in separate letters to be sent to
participants in the MEL Option Schemes.
16. Overseas Shareholders
The availability of the Offer to MEL Shareholders who are not
resident in the UK or Guernsey may be affected by the laws and/or
regulations of their relevant jurisdiction. Therefore, any persons
who are subject to the laws and/or regulations of any jurisdiction
other than the UK or Guernsey should inform themselves about, and
observe, any applicable legal or regulatory requirements in their
jurisdiction. Further details in relation to overseas shareholders
will be set out in the Offer Document. If you are in any doubt, you
should consult your professional adviser in the relevant
jurisdiction without delay.
17. Documents published on website
The following documents will be published by no later than 12
noon (London time) on the Business Day following this Announcement
on MEL's website at www.mytrah.com and will be made available there
until the end of the offer period.
-- a copy of this Announcement;
-- the irrevocable commitments referred to in paragraph 6 and
set out in Appendix 3 to this Announcement;
-- the Confidentiality Agreement; and
-- the Facility Agreement.
The content of MEL's website is not incorporated into and does
not form part of this Announcement.
18. General
The Offer will be subject to the Conditions and certain further
terms set out in Appendix 1 to this Announcement and to the full
terms and conditions which will be set out in the Offer Document
and, in respect of MEL Shares held in certificated form, the Form
of Acceptance accompanying the Offer Document. Appendix 2 to this
Announcement contains the bases and sources of certain information
used in this summary and this Announcement. Appendix 3 to this
Announcement contains details of the irrevocable commitments
received by REHL in relation to the Offer that are referred to in
this Announcement. Appendix 4 to this Announcement contains
definitions of certain terms used in this summary and this
Announcement.
Enquiries:
Raksha Energy Holdings Limited
Kathryn Tully +44 (0)1534 825 200
Craven Street Capital Limited
(Financial Adviser to REHL)
Soondra Appavoo
Charles Lens +44 (0)20 3890 8654
Mytrah Energy Limited (via Yellow
Jersey PR Limited)
Russell Walls
Rohit Phansalkar +44 (0)7555 159 808
Investec (Rule 3 Financial Adviser
to MEL)
Jeremy Ellis
Chris Sim
George Price +44 (0)20 7597 4000
Yellow Jersey PR Limited
Charles Goodwin +44 (0)7747 788 221
Abena Affum +44 (0)7555 159 808
Squire Patton Boggs (UK) LLP and Mourant Ozannes LP are retained
as legal advisers to REHL.
Gowling WLG (UK) LLP and Carey Olsen (Guernsey) LLP are retained
as legal advisers to MEL.
Important notices relating to financial advisers and brokers
Craven Street Capital Limited, which is an appointed
representative of Resolution Compliance Limited which is authorised
and regulated by the Financial Conduct Authority in the United
Kingdom, is acting as exclusive financial adviser to REHL and no
one else in connection with the Offer. In connection with such
matters, Craven Street Capital Limited, its affiliates and their
respective directors, officers, employees and agents will not
regard any other person as their client, nor will they be
responsible to any other person for providing the protections
afforded to their clients or for providing advice in relation to
the Offer, the contents of this Announcement or any other matter
referred to herein.
Investec, which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom, is acting as
exclusive financial adviser to MEL and no one else in connection
with the Offer. In connection with such matters, Investec, its
affiliates and their respective directors, officers, employees and
agents will not regard any other person as their client, nor will
they be responsible to any other person for providing the
protections afforded to their clients or for providing advice in
relation to the Offer, the contents of this Announcement or any
other matter referred to herein.
Further information
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any 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. This Announcement
does not constitute a prospectus or a prospectus equivalent
document.
The Offer will be made solely by means of the Offer Document,
and in respect of MEL Shares held in certificated form, the Form of
Acceptance accompanying the Offer Document, which will contain the
full terms and conditions of the Offer, including details of how
the Offer may be accepted. Any response to the Offer should be made
only on the basis of information contained in those documents. MEL
Shareholders are advised to read the formal documentation in
relation to the Offer carefully once it has been despatched.
This Announcement has been prepared for the purposes of
complying with English law, Guernsey law and the Takeover Code and
the information disclosed may not be the same as that which would
have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom and Guernsey.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom and Guernsey and the
ability of the MEL Shareholders who are not resident in the United
Kingdom or Guernsey to participate in the Offer may be restricted
by the laws and/or regulations of those relevant jurisdictions.
Therefore any persons who are subject to the laws and regulations
of any jurisdiction other than the United Kingdom or Guernsey or
MEL Shareholders who are not resident in the United Kingdom or
Guernsey will need to inform themselves about, and observe, any
applicable legal or regulatory requirements. Any failure to comply
with the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. Further details in
relation to Overseas Shareholders will be contained in the Offer
Document.
The Offer is not being, and will not be, made available,
directly or indirectly, in or into or by the use of the mails of,
or by any other means or instrumentality (including, but not
limited to, facsimile, e-mail or other electronic transmission,
telex or telephone) of interstate or foreign commerce of, or any
facility of a national state or other securities exchange of, any
Restricted Jurisdiction and the Offer will not be capable of
acceptance by any such use, means, instrumentality or
facilities.
Accordingly, copies of this Announcement and all documents
relating to the Offer are not being, and must not be, directly or
indirectly, mailed, transmitted or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction and persons
receiving this Announcement (including, without limitation, agents,
nominees, custodians and trustees) must not distribute, send or
mail it in, into or from such jurisdiction.
Any person (including, without limitation, any agent, nominee,
custodian or trustee) who has a contractual or legal obligation, or
may otherwise intend, to forward this Announcement and/or the Offer
Document and/or any other related document to a jurisdiction
outside the United Kingdom or Guernsey should inform themselves of,
and observe, any applicable legal or regulatory requirements of
their jurisdiction.
The receipt of cash pursuant to the Offer by MEL Shareholders
may be a taxable transaction under applicable national, state and
local, as well as foreign and other tax laws. Each MEL Shareholder
is urged to consult their independent financial adviser regarding
the tax consequences of accepting the Offer.
Forward-looking statements
This Announcement contains statements that are or may be
forward-looking statements. All statements other than statements of
historical facts included in this Announcement may be
forward-looking statements. Without limitation, any statements
preceded or followed by or that include the words "targets",
"plans", "believes", "expects", "aims", "intends", "will",
"should", "could", "would", "may", "anticipates", "estimates",
"synergy", "cost-saving", "projects", "goal", "asset values" or
"strategy" or, words or terms of similar substance or the negative
thereof, are forward-looking statements. Forward-looking statements
include statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, asset
values, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of REHL's or
MEL's operations and potential synergies resulting from the Offer;
and (iii) the effects of government regulation on REHL's or MEL's
business.
These forward-looking statements are not guarantees of future
financial performance and are naturally subject to uncertainty and
changes in circumstances. Except as expressly provided in this
Announcement, they have not been reviewed by the auditors of REHL
or MEL. By their nature, such forward-looking statements involve
known and unknown risks and uncertainties, because they relate to
events and depend on circumstances that will occur in the future,
and are based on certain key assumptions, and the factors described
in the context of such forward-looking statements in this
Announcement could cause actual results, outcomes and developments
to differ materially from those expressed in or implied by such
forward-looking statements and such statements are therefore
qualified in their entirety by the risks and uncertainties
surrounding these future expectations. Many factors could cause
actual results to differ materially from those projected or implied
in any forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond the entities'
ability to control or estimate precisely, such as, but not limited
to, general business and market conditions both globally and
locally, political, economic and regulatory forces, industry trends
and competition, future exchange and interest rates, changes in
government and regulation including in relation to health and
safety, the environment, labour relations and tax rates and future
business combinations or dispositions. Due to such uncertainties
and risks, readers are cautioned not to place undue reliance on
such forward-looking statements, which speak only as of the date
hereof. All subsequent oral or written forward-looking statements
attributable to REHL or MEL or any of their respective members,
directors, officers or employees or any persons acting on their
behalf are expressly qualified in their entirety by the cautionary
statement above. REHL and MEL disclaim any obligation to update any
forward-looking or other statements contained herein, except as
required by applicable law or regulations.
No profit forecast
No statement in this Announcement is intended to constitute a
profit forecast for any period, nor should any statements be
interpreted to mean that earnings or earnings per share will
necessarily be greater or less than those of the preceding
financial periods for MEL.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. 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 10(th) Business
Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10(th)
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 Takeover Code, any person who is, or
becomes, interested in 1 per cent. 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.
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.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Takeover Code, MEL announces
that as at the date of this Announcement it has 163,636,000
ordinary shares of no par value in issue and admitted to trading on
the AIM market of the London Stock Exchange. The International
Securities Identification Number for the MEL Shares
GG00B64BJ143.
Information relating to MEL Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by MEL Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from MEL may be provided to REHL during the offer
period as required under Section 4 of Appendix 4 to the Takeover
Code.
Publication on website
A copy of this Announcement will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on MEL's website at www.mytrah.com by
no later than 12 noon (London time) on the Business Day following
the date of this Announcement. For the avoidance of doubt the
content of that website is not incorporated into, and does not form
part of, this Announcement.
A hard copy of this Announcement will be sent to MEL
Shareholders (other than MEL Shareholders who have elected to
receive electronic communications) in the near future. MEL
Shareholders may request a hard copy of this Announcement by
contacting the Company Secretary during business hours on +91 40
337 60103 or by submitting a request in writing to the Company
Secretary at MEL, Uday.Chandra@mytrah.com. MEL Shareholders may
also request that all future documents, announcements and
information to be sent to them in relation to the Offer should be
in hard copy form.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Reduction of Offer consideration in the event of dividend and/or
distribution and/or return of capital
The MEL Shares will be acquired by REHL under the Offer fully
paid and free from all liens, charges, equitable interests,
encumbrances, options, rights of pre-emption and any other third
party rights and interests of any nature together with all rights
now or hereafter attaching thereto, including the right to receive
in full and retain all dividends and other distribution (if any)
declared, made or paid on or after the date of this Announcement.
If any such dividend and/or other distribution and/or return of
capital is proposed, declared, made, paid or payable by MEL on or
after the date of this Announcement, REHL reserves the right to
reduce by the amount of such dividend and/or distribution and/or
return of capital the Offer consideration payable in respect of a
MEL Share, except insofar as the MEL Share is or will be
transferred on a basis which entitles REHL alone to receive the
dividend and/or distribution and/or return of capital but if that
reduction in consideration has not been effected, the person to
whom the consideration payable under the Offer is paid in respect
of that MEL Share will be obliged to account to REHL for the amount
of such dividend and/or distribution and/or return of capital.
Appendix 1
Conditions to and certain further terms of the Offer
The Offer will be subject to the conditions and be made on the
terms set out in this Appendix and in the Offer Document and the
Form of Acceptance.
Part A: Conditions of the Offer
1 Acceptance Condition
The Offer will be subject to valid acceptances being received
(and not, where permitted, withdrawn) by no later than 1:00 p.m.
(London time) on the first closing date of the Offer (or such later
time(s) and/or date(s) as REHL may, with the consent of the Panel
or in accordance with the Takeover Code, decide) in respect of
25,525,140 MEL Shares.
2 Other Conditions
In addition, subject as stated in Part B below and the
requirements of the Panel, the Offer will also be conditional upon
the satisfaction or, where relevant, waiver of the following
Conditions:
(i) except as Disclosed, there being no provision of any
arrangement, agreement, licence or other instrument to which a
member of the Wider MEL Group is a party, or by or to which any of
those members or any of their assets may be bound or be subject,
which would or is reasonably likely to, in consequence of the Offer
and/or the proposed acquisition of any Remaining MEL Shares by
REHL, result in:
(A) monies borrowed by or other indebtedness of any such member
being or becoming repayable or capable of being declared repayable
prior to their stated maturity or repayment date or the ability of
any such member to incur indebtedness being withdrawn or
inhibited;
(B) any arrangement, agreement, licence, or other instrument
being terminated or adversely modified or adverse action being
taken or an onerous obligation arising under it;
(C) the interests or business of any member of the Wider MEL
Group in or with another firm, venture, company, body or asset (or
any arrangements relating to that business or interests) being
terminated, adversely modified or adversely affected;
(D) any member of the Wider MEL Group ceasing to be able to
carry on business under a name under which it presently does
so;
(E) the creation of a mortgage, charge, security or other
interest over the whole or any part of the business, property or
assets of any member of the Wider MEL Group or any such security
(whenever arising or having arisen) becoming enforceable; or
(F) the disposal of assets or creation of liabilities by any
member of the Wider MEL Group (other than in the ordinary course of
business),
in each case which is material in the context of the Wider MEL
Group taken as a whole;
(ii) all material notifications and filings which are necessary
in the context of the Offer having been made, all appropriate
waiting and other time periods (including any extensions of such
waiting and other time periods) under any applicable legislation or
regulation of any relevant jurisdiction having expired, lapsed or
been terminated (as appropriate) and all statutory or regulatory
obligations in any relevant jurisdiction having been complied with
in all material respects in each case in connection with the Offer,
or the acquisition or proposed acquisition of any shares or other
securities in, or control or increased control or management of,
MEL or any other member of the Wider MEL Group by any member of the
REHL Group or the carrying on by any member of the Wider MEL Group
of its business in the ordinary course as at the date hereof, in
each case where the absence of such notification, filing or
application would have a material adverse effect on the Wider MEL
Group taken as a whole, excluding in all such cases any obligation
to obtain approval of the Offer from the shareholders of any member
of the REHL Group;
(iii) all material Authorisations in any jurisdiction which are
necessary for, or in respect of, or required for the implementation
of, the Offer, or any acquisition of or any proposed acquisition of
any shares in, or control or management of, MEL or any other member
of the Wider MEL Group by REHL or any member of the REHL Group
having been obtained from any Third Parties (excluding in all such
cases any Authorisations from the shareholders of any member of the
REHL Group) and all such Authorisations remain in full force and
effect and no such Third Party or relevant person or body having
given notice of its intention to revoke, suspend, restrict, modify
or not to renew any of the same, in each case where the absence of
such Authorisation would have a material adverse effect on the
Wider MEL Group taken as a whole;
(iv) no Third Party, including any antitrust regulator having
intervened and there not continuing to be outstanding any statute,
regulation, order or decision of any Third Party in each case that
would:
(A) make the Offer or its implementation illegal, prohibited,
void or unenforceable under the laws of any jurisdiction;
(B) make the acquisition or proposed acquisition of any shares
in, or control or increased control or management of, MEL or any
member of the Wider MEL Group by REHL or any member of the REHL
Group illegal, void or unenforceable in any jurisdiction;
(C) otherwise directly or indirectly materially prevent,
prohibit, restrict, restrain, materially delay or interfere in the
implementation of, or impose additional material conditions or
obligations with respect to, or otherwise materially impede,
challenge, interfere with, or require material adverse amendment
to, the Offer or any acquisition or proposed acquisition of the
Remaining MEL Shares or the acquisition of control or increased
control or management of MEL or the Wider MEL Group by REHL or any
member of the REHL Group, in any such case to an extent which is
material in the context of the Wider MEL Group taken as a
whole;
(D) require, prevent or materially delay the divestiture or
alter the terms for any proposed divestiture by any member of the
REHL Group of any MEL Shares or other securities in MEL or of all
or any part of their respective businesses, assets or property, or
impose any limitation on the ability of any member of the Wider MEL
Group or the REHL Group to conduct any of their respective
businesses or own or control any of their respective assets or
property or any part thereof in each such case to an extent which
is material in the context of the Offer;
(E) materially limit or materially delay, or impose any material
limitation on the ability of any member of the Wider MEL Group or
the REHL Group to acquire or hold or exercise effectively, directly
or indirectly, all or any rights of ownership in respect of shares
or other securities or the equivalent in any member of the Wider
MEL Group or to exercise management control over any member of the
Wider MEL Group (or increase such control) or any member of the
REHL Group;
(F) except pursuant to Sections 337, 337A and 339 of the
Companies Law or to an order of the Royal Court of Guernsey
pursuant to a scheme of arrangement implemented in accordance with
paragraph 6 below, require any member of the Wider MEL Group or of
the REHL Group to acquire or to offer to acquire any shares or
other securities (or the equivalent) in any member of the Wider MEL
Group or any member of the REHL Group owned by any third party or
to sell or offer to sell any shares or other securities (or their
equivalent) or any interest in any of the assets owned by any
member of the Wider MEL Group or the REHL Group, in each such case
to an extent which is material in the context of the Offer;
(G) limit the ability of any member of the Wider MEL Group or
the REHL Group to conduct or integrate or coordinate its business,
or any part of it, with the businesses or any material part of the
businesses of any other member of the Wider MEL Group; or
(H) result in any member of the Wider MEL Group or the REHL
Group ceasing to be able to carry on business under any name under
which it presently does so or ceasing to be able to use in its
business any name, trademark or other intellectual property right
which it at present uses in each case on the same basis and terms
as at present apply to an extent which is material in the context
of the Wider MEL Group taken as a whole or the REHL Group taken as
a whole,
and all applicable waiting and other time periods during which
any Third Party could announce or notify any decision to take,
institute, implement or threaten any such action, proceedings,
suit, investigation, reference or enquiry, or make, propose or
enact any statute, regulation, decision or order or take any
measures or other steps or require any action to be taken or
information to be provided or otherwise intervene under any
applicable legislation or regulation of any relevant jurisdiction
having expired, lapsed or been terminated.
(v) other than as Disclosed, since 30 June 2017:
(A) no steps having been taken which are reasonably likely to
result in the withdrawal (without replacement), cancellation or
termination of any licence, permit, authorisation or consent held
by any member of the Wider MEL Group which is necessary for the
carrying of its business and the withdrawal, cancellation or
termination of which is likely to have a material adverse effect on
the Wider MEL Group taken as a whole;
(B) no enquiry or investigation by, or complaint or reference
to, any Third Party against or in respect of any member of the
Wider MEL Group having been threatened in writing, announced,
implemented or instituted or remaining outstanding by, against or
in respect of, any member of the Wider MEL Group which in any such
case is material in the context of the Wider MEL Group taken as a
whole;
(C) no member of the Wider MEL Group having conducted its
business in breach of any applicable laws and regulations in any
material respect which in any case is material in the context of
the Wider MEL Group taken as a whole; and
(D) no litigation or arbitration proceedings, prosecution,
investigation or other legal proceedings having been announced,
implemented, instituted, threatened in writing or remaining
outstanding by, against or in respect of, any member of the Wider
MEL Group or to which any member of the Wider MEL Group is, or is
reasonably likely to become, a party (whether as claimant,
defendant or otherwise) which in each case is material in the
context of the Wider MEL Group taken as a whole.
(vi) other than as Disclosed, no member of the Wider MEL Group having, since 30 June 2017:
(A) save for options granted and/or the issue of shares on the
exercise of options granted prior to the time of this Announcement
under the MEL Option Schemes, issued or authorised or proposed the
issue of additional shares of any class or securities convertible
into, or rights, warrants or options to subscribe for or acquire,
any shares or other securities or reduced any part of its share
capital (save as between MEL and wholly-owned subsidiaries of
MEL);
(B) declared, paid or made or proposed to declare, pay or make a
dividend, bonus or other distribution (whether payable in cash or
otherwise) in respect of any shares in MEL;
(C) authorised or proposed or made an announcement of an
intention to propose a merger or demerger or acquisition or change
in its share or loan capital or, save in the ordinary course of
business, a disposal of assets, creation of a mortgage or
encumbrance over assets (or any right, title or interest in any
assets) or an issue of debentures which in each case is material in
the context of the Wider MEL Group taken as a whole;
(D) otherwise than in the ordinary course of business, incurred
or increased any indebtedness or contingent liability which is
material in the context of the Wider MEL Group taken as a whole, or
entered into a contract, arrangement, reconstruction or
amalgamation which is material in the context of the Wider MEL
Group taken as a whole;
(E) purchased, redeemed or announced a proposal to purchase or
redeem any of its own shares or other securities which is material
in the context of the Wider MEL Group taken as a whole;
(F) proposed a voluntary winding-up which is material in the
context of the Wider MEL Group taken as a whole;
(G) been unable, or admitted in writing that it is unable, to
pay its debts or stopped or suspended (or threatened to stop or
suspend) payment of its debts generally or ceased or threatened to
cease carrying on all or a substantial part of its business;
(H) waived or compromised a claim which is material in the
context of the relevant member of the Wider MEL Group;
(I) disposed or transferred, mortgaged or encumbered assets or
any right, title or interest in an asset or entered into a contract
or commitment (whether in respect of capital expenditure or
otherwise) which is of a long-term or unusual nature or which
involves or could involve an obligation of a nature or magnitude
which is material in the context of the Wider MEL Group taken as a
whole;
(J) entered into or varied the terms of a service or consultancy
agreement with or in respect of the services of any of the
non-executive directors of MEL which is material in the context of
the Wider MEL Group taken as a whole; or
(K) entered into an agreement or commitment or passed a
resolution with respect to a transaction or event referred to in
this sub-paragraph (vi) (other than those specifically
excluded).
(vii) other than as Disclosed, since 30 June 2017:
(A) there having been no receiver or administrative receiver or
administrator appointed over a part of the assets that is material
in the context of the Wider MEL Group taken as a whole of any
member of the Wider MEL Group or analogous proceedings or steps
having taken place under the laws of any relevant jurisdiction and
there having been no application made, or notice of intention
filed, in respect of the foregoing in relation to any such member
of the Wider MEL Group or any equivalent proceedings or steps taken
under the laws of any relevant jurisdiction;
(B) there having been no material adverse change in the
financial or trading position or prospects of a member of the Wider
MEL Group which is material in the context of the Wider MEL Group
taken as a whole;
(C) no litigation, arbitration proceedings, prosecution or other
legal proceedings having been instituted or threatened or remaining
outstanding against or by a member of the Wider MEL Group (whether
as plaintiff or defendant or otherwise) which are material in the
context of the Wider MEL Group taken as a whole; and
(D) no contingent liability having arisen other than in the
ordinary course of business which would or is reasonably likely to
materially adversely affect the Wider MEL Group taken as a
whole.
(viii) Since 30 June 2017, and save as Disclosed, REHL not having discovered:
(A) that the financial or business information concerning the
Wider MEL Group as contained in the information publicly disclosed
at any time by a member of the Wider MEL Group either contains a
misrepresentation of fact or omits a fact necessary to make the
information contained in it not materially misleading or that any
contingent liability disclosed in that information would or is
reasonably likely to adversely affect the business, profits or
prospects of a member of the Wider MEL Group the effect of which
is, in each case, material in the context of the Wider MEL Group
taken as a whole;
(B) that a past or present member of the Wider MEL Group has not
complied with all applicable legislation or regulations of any
jurisdiction with regard to the disposal, spillage or leak of waste
or disposal or emission of hazardous substances and that this
non-compliance would be likely to give rise to a liability (whether
actual or contingent) on the part of a member of the Wider MEL
Group which is material in the context of the Wider MEL Group taken
as a whole;
(C) that there has been a disposal, spillage or leak of waste or
hazardous substances on, or there has been an emission of waste or
hazardous substances from, a property now or previously owned,
occupied or made use of by a past or present member of the Wider
MEL Group which would be likely to give rise to any liability
(whether actual or contingent) on the part of any member of the
Wider MEL Group which is material in the context of the Wider MEL
Group taken as a whole;
(D) that there is a liability (whether actual or contingent) to
make good, repair, reinstate or clean-up any property now or
previously owned, occupied or made use of by a past or present
member of the Wider MEL Group under any environmental legislation,
regulation or order of any Third Party which is material in the
context of the Wider MEL Group taken as a whole; or
(E) that circumstances exist (whether as a result of the making
of the Offer or otherwise) which would be likely to lead to any
Third Party instituting, or as a result of which a member of the
Wider MEL Group or a present or past member of the Wider MEL Group
would be likely to be required to institute, an environmental audit
or to take other steps which would in any such case be likely to
result in an actual or contingent material liability which is
material in the context of the Wider MEL Group taken as a whole to
make good, repair, reinstate, or clean up property now or
previously owned, occupied or made use of by a member of the Wider
MEL Group; or
(F) that circumstances exist as a result of which a person or
class of persons would be reasonably likely to have a claim in
respect of a product or process of manufacture or materials used in
them now or previously manufactured, sold or carried out by a past
or present member of the Wider MEL Group which would be reasonably
likely to adversely to affect, to an extent which is material in
the context of the Wider MEL Group taken as a whole, a member of
the Wider MEL Group;
and for the purposes of this sub-paragraph (viii) a person shall
be deemed to own or have owned property if it has or had (as the
case may be) any interest in it.
Part B: Certain further terms of the Offer
1 REHL reserves the right (subject to the requirements of the
Takeover Code and the Panel) to waive all or any of the Conditions
in Part A above (other than the acceptance Condition in paragraph
1) in whole or in part, at its absolute discretion.
2 REHL reserves the right (subject to the requirements of the
Takeover Code and the Panel) to treat the acceptance condition in
Paragraph 1 of Part A above as satisfied if a lower number of
acceptances than specified therein are received by REHL on the
basis specified therein.
3 Unless a Condition is previously invoked by REHL in accordance
with the Takeover Code, REHL shall be deemed to have waived all of
the other Conditions at the time that the Offer becomes or is
declared unconditional as to acceptances.
4 Subject to paragraph 5, the Offer will lapse (and will not
proceed) unless all Conditions of the Offer are fulfilled or (if
capable of waiver) waived or, where appropriate, determined by REHL
to have been or remain satisfied, by midnight (London time) on the
date which is 21 days after the later of the first closing date and
the date on which the Offer becomes or is declared unconditional as
to acceptances (or such later date (if any) as REHL and MEL may,
with the consent of the Panel, agree).
5 The effect of the Offer lapsing is that the Offer will cease
to be capable of further acceptance and that any MEL Shareholders
who have accepted the Offer will cease to be bound by prior
acceptances of the Offer.
6 REHL reserves the right, subject to the prior consent of the
Panel, to implement the Offer by way of a court-sanctioned scheme
of arrangement under Part VIII of the Companies Law. In such event,
such scheme of arrangement will be implemented on the same terms,
so far as applicable, as those which would apply to the Offer as
set out in this Announcement, subject to appropriate amendments to
reflect the change in method of effecting the Offer.
7 Under Rule 13.5 of the Takeover Code, REHL may not invoke a
Condition so as to cause the Offer not to proceed, to lapse or to
be withdrawn unless the circumstances which give rise to the right
to invoke the Conditions are of material significance to REHL in
the context of the Offer. The Condition contained in paragraph 1 of
Part A above is not subject to this provision of the Takeover
Code.
8 The MEL Shares will be acquired by REHL fully paid and free
from all liens, charges, equitable interests, encumbrances,
options, rights of pre-emption and any other third party rights and
interests of any nature and together with all rights attaching to
them, including, without limitation, the right to receive and
retain, in full, all dividends and other distributions (if any)
declared, made or paid, or any other return of capital (whether by
way of reduction of share capital or share premium account or
otherwise) made on or after the date of this Announcement in
respect of them. Accordingly insofar as a dividend and/or
distribution and/or a return of capital is proposed, declared,
made, paid or payable by MEL in respect of a MEL Share on or after
the date of this Announcement, REHL reserves the right to reduce by
the amount of the dividend and/or distribution and/or return of
capital, the consideration payable under the Offer in respect of a
MEL Share except insofar as the MEL Share is or will be transferred
on a basis which entitles REHL alone to receive the dividend and/or
distribution and/or return of capital but if that reduction in
consideration has not been effected, the person to whom the
consideration payable under the Offer is paid in respect of that
MEL Share will be obliged to account to REHL for the amount of such
dividend and/or distribution and/or return of capital.
9 The Offer, will be governed by English law and will be subject
to the Conditions and further terms set out in this Announcement
and in the Offer Document. The Offer will also be subject to the
Companies Law and the applicable rules and regulations of the FCA,
the Panel, the London Stock Exchange, the AIM Rules and the
Takeover Code.
10 Each of the Conditions contained in this Announcement shall
be regarded as a separate Condition and shall not be limited by
reference to any other Condition.
11 The Offer shall lapse (and shall not proceed) if, before 3:00
p.m. on the first closing date or the date when the Offer becomes
or is declared unconditional as to acceptances, whichever is
later:
(a) in so far as the Offer or any matter arising from or
relating to the Offer constitutes a concentration with a Community
dimension within the scope of the Merger Regulation, the European
Commission either initiates proceedings under Article 6(1)(c) of
the Merger Regulation or makes a referral to a competent authority
in the United Kingdom under Article 9(1) of the Merger Regulation
and there is then a CMA Phase 2 Reference; or
(b) the Offer or any matter arising from or relating to the
Offer becomes subject to a CMA Phase 2 Reference.
12 The Offer shall extend to all MEL Shares which are
unconditionally allotted or issued following the date of this
Announcement other than the Trust Shares.
13 The availability of the Offer to persons not resident in the
United Kingdom or Guernsey may be affected by the laws of the
relevant jurisdictions. Persons who are not resident in the United
Kingdom or Guernsey should inform themselves about and observe any
applicable requirements.
14 The MEL Shares will be acquired by REHL under the Offer fully
paid and free from all liens, charges, equitable interests,
encumbrances, options, rights of pre-emption and any other third
party rights and interests of any nature together with all rights
now or hereafter attaching thereto, including the right to receive
in full and retain all dividends and other distribution (if any)
declared, made or paid on or after the date of this Announcement.
If any such dividend and/or other distribution and/or return of
capital is proposed, declared, made, paid or payable by MEL on or
after the date of this Announcement, REHL reserves the right to
reduce by the amount of such dividend and/or distribution and/or
return of capital the Offer consideration payable in respect of a
MEL Share, except insofar as the MEL Share is or will be
transferred on a basis which entitles REHL alone to receive the
dividend and/or distribution and/or return of capital but if that
reduction in consideration has not been effected, the person to
whom the consideration payable under the Offer is paid in respect
of that MEL Share will be obliged to account to REHL for the amount
of such dividend and/or distribution and/or return of capital.
Appendix 2
SOURCES OF INFORMATION AND BASES OF CALCULATIONS
The value of MEL as implied by the terms of the Offer price of
45 pence per MEL Share is based on the issued ordinary share
capital of MEL as at 3 April 2018 (being the last Business Day
prior to the date of this Announcement) being 163,636,000 MEL
Shares (per the confirmation by MEL pursuant to Rule 2.9 of the
Takeover Code set out in this Announcement) plus a maximum of
11,754,326 MEL Shares issuable as a result of the vesting of
options under the MEL Option Schemes in connection with the
Offer.
Further sources of information regarding data reported in this
Announcement are as follows:
-- the Closing Price of the MEL Shares of 27.5 pence on 3 April
2018 (being the last Business Day prior to the commencement of the
offer period) is the closing middle market price of a MEL Share
derived from the AIM Market of the London Stock Exchange;
-- the average Closing Price of 29.5 pence per MEL Share since 4
January 2018, being the three month period before the date of this
Announcement, as sourced from S&P Capital IQ;
-- the International Securities Identification Number for the MEL Shares is GG00B64BJ143; and
-- unless otherwise stated, the financial information relating
to MEL is extracted (without adjustment) from the audited results
of MEL for the twelve months ended 31 December 2016 or from the
interim consolidated results of MEL for the six months ended 30
June 2017.
Appendix 3
DETAILS OF IRREVOCABLE COMMITMENTS
Irrevocable commitments
The following Independent MEL Directors who are interested in
MEL Shares have given irrevocable commitments to accept (or procure
acceptance of) the Offer:
Name Number of MEL Shares Percentage of existing issued MEL Percentage of Remaining MEL Shares
Shares (excluding shares under (excluding shares under option)
option) (approx.) (approx.)
Rohit Phansalkar 7,000 0.00% 0.01%
Russell Walls 30,000 0.02% 0.04%
Total 37,000 0.02% 0.05%
The irrevocable commitments also extend to any MEL Shares which
are acquired by the relevant Independent MEL Director subsequently
(including any MEL Shares acquired under the MEL Option
Schemes).
These irrevocable commitments given by the Independent MEL
Directors will continue to be binding in the event that a higher
competing offer is made for MEL. The irrevocable commitments given
by the Independent MEL Directors will cease to have any effect
if:
(a) REHL shall not have announced a firm intention to make the
Offer by 13 April 2018 or such later date as MEL and REHL may
agree;
(b) the Offer Document has not been posted within 28 days of the
issue of this Announcement (or within such longer period as REHL,
with the consent of the Panel, determines); or
(c) the Offer is withdrawn or lapses in accordance with its terms.
The following MEL Shareholders who are interested in MEL Shares
have given irrevocable commitments to accept (or procure acceptance
of) the Offer:
Name Number of MEL Shares Percentage of existing issued Percentage of Remaining MEL
MEL Shares (excluding shares Shares (excluding shares under
under option) (approx.) option) (approx.)
Esrano Overseas Limited 24,000,000 14.7% 34.8%
Total 24,000,000 14.7% 34.8%
The irrevocable commitments also extend to any MEL Shares which
are acquired by the relevant MEL Shareholders subsequently.
These irrevocable commitments given by the MEL Shareholders will
continue to be binding in the event that a higher competing offer
is made for MEL. The irrevocable commitments given by the MEL
Shareholders will cease to have any effect if:
(d) REHL shall not have announced a firm intention to make the
Offer by 5 April 2018 or such later date as MEL and REHL may
agree;
(e) the Offer Document has not been posted within 28 days of the
issue of this Announcement (or within such longer period as REHL,
with the consent of the Panel, determines); or
(f) the Offer is withdrawn or lapses in accordance with its terms.
Appendix 4
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context requires otherwise:
"AIM" AIM, a market operated by the
London Stock Exchange
"AIM Rules" the rules of AIM as set out
in the publication entitled
"AIM Rules for Companies" published
by the London Stock Exchange
from time to time
"Announcement" this announcement
"associated shall be construed in accordance
undertaking" with section 1151 of the UK
Companies Act 2006
"Authorisations" regulatory authorisations, orders,
recognitions, grants, consents,
clearances, confirmations, certificates,
licences, permissions or approvals
"Board of REHL" the board of directors of REHL
or "REHL Board"
"Business Day" any day (other than a Saturday,
Sunday or public holiday) on
which banks in London and Guernsey
are open for normal business
"Closing Price" the closing middle market price
of a MEL Share on a particular
trading day as derived from
the Daily Official List
"CMA Phase 2 a reference of the Offer to
Reference" the chair of the Competition
and Markets Authority for the
constitution of a group under
Schedule 4 to the UK Enterprise
and Regulatory Reform Act 2013
"Companies Law" The Companies (Guernsey) Law,
2008 (as amended)
"Competition a UK statutory body established
and Markets under the UK Enterprise and
Authority" or Regulatory Reform Act 2013
"CMA"
"Conditions" the conditions to the Offer
as set out in Part A of Appendix
1
"Confidentiality the mutual non-disclosure agreement
Agreement" dated 9 March 2018 entered into
between REHL and MEL
"Daily Official the Daily Official List published
List" by the London Stock Exchange
"Dealing Disclosure" has the same meaning as in Rule
8 of the Takeover Code
"Disclosed" information that has been disclosed:
(a) in this Announcement;
(b) in any other public announcement
to a Regulatory Information
Service made by, or on behalf
of MEL before 12:00 p.m. on
the date of this Announcement;
(c) in MEL's annual report and
accounts for the year ended
31 December 2016; or
(d) in MEL's interim consolidated
results for the six months ended
30 June 2017.
"EU" or "European an economic and political union
Union" of 28 member states which are
located primarily in Europe
"European Commission" the Commission of the European
Union
"Facility Agreement" means the facility agreement
to be entered into on or around
the date of this Announcement
between REHL and Credit Suisse
AG, Singapore Branch
"FCA" the Financial Conduct Authority
acting in its capacity as the
competent authority for purposes
of Part VI of FSMA
"Form of Acceptance" the form of acceptance for use
by MEL Shareholders in connection
with the Offer
"FSMA" the UK Financial Services and
Markets Act 2000, as amended
"Guernsey" the island of Guernsey
"Independent the independent directors of
MEL Directors" MEL being Rohit Phansalkar and
Russell Walls
"Investec" Investec Bank plc
"REHL" Raksha Energy Holdings Limited,
a non-cellular company incorporated
under the laws of the Guernsey
with registered number 64348
and whose registered office
is at Royal Chambers, St. Julian's
Avenue, St. Peter Port, Guernsey
GY1 2HT
"REHL Directors" the directors of REHL
"REHL Group" REHL and its subsidiary and
parent undertakings, which for
the avoidance of doubt, includes
the Trust
"Listing Rules" the rules and regulations made
by the Financial Conduct Authority
in its capacity as the UKLA
under FSMA, and contained in
the UKLA's publication of the
same name
"London Stock London Stock Exchange plc
Exchange"
"MEL" or the Mytrah Energy Limited, a non-cellular
"Company" company incorporated under the
laws of Guernsey with registered
number 52284 and whose registered
office is at Ground Floor, Dorey
Court, Admiral Park, St. Peter
Port, Guernsey GY1 2HT
"MEL Group" MEL and its subsidiary undertakings
or the "Group"
"MEL Option the option award agreements
Schemes" entered into by MEL and the
Trust, the Independent MEL Directors
and certain employees of MEL
on 4 October 2010, 5 October
2011, 10 January 2013 and 13
May 2016, and the MEL Employee
Cashless Stock Option Scheme
(as amended from time to time)
"MEL Shareholders" holders of MEL Shares
"MEL Shares" the existing unconditionally
allotted or issued and fully
paid (or credited as fully paid)
ordinary shares of no par value
each in the capital of MEL and
any further such shares which
are unconditionally allotted
or issued fully paid following
the date of this Announcement,
pursuant to the MEL Option Schemes
or otherwise
"Merger Regulation" Council Regulation (EC) No.
139/2004
"Offer" the recommended cash offer to
be made by REHL to acquire the
entire issued and to be issued
ordinary share capital of MEL
(excluding the Trust Shares)
by means of a takeover offer
in accordance with Part XVIII
of the Companies Law (including,
where the context so requires,
any subsequent revision, variation,
extension or renewal of such
offer)
"Offer Document" the document to be sent to MEL
Shareholders containing the
terms and conditions of the
Offer
"offer period" the offer period (as defined
in the Takeover Code) relating
to MEL
"Opening Position has the same meaning as in Rule
Disclosure" 8 of the Takeover Code
"Overseas Shareholders" MEL Shareholders (or nominees
of, or custodians or trustees
for, MEL Shareholders) not resident
in, or national citizens of,
the United Kingdom or Guernsey
"parent" and shall be construed in accordance
"parent undertaking" with the UK Companies Act 2006
"Panel" the Panel on Takeovers and Mergers
"Regulatory any of the services set out
Information in Appendix I to the Listing
Service" Rules
"relevant MEL MEL Shares, any other securities
securities" in the capital of MEL which
carry voting rights or which
are equity share capital, and
securities convertible into,
rights to subscribe for, options
(including traded options) in
respect of and derivatives referenced
to, any of the foregoing
"Remaining MEL 68,884,970 MEL Shares, being
Shares" all the MEL Shares in issue
as at the date of this Announcement,
excluding the Trust Shares
"Restricted any jurisdiction into which,
Jurisdiction" or from which, making an offer
in connection with the Offer
or this Announcement available
would violate the laws of that
jurisdiction
"short position" a short position whether conditional
or absolute and whether in the
money or otherwise including
any short position under a derivative,
any agreement to sell or any
delivery obligations or right
to require another person to
purchase or take delivery
"subsidiary" shall be construed in accordance
and "subsidiary with the UK Companies Act 2006
undertaking"
"Takeover Code" the City Code on Takeovers and
Mergers
"Third Party" any government or governmental,
or "Third Parties" quasi-governmental, supranational,
statutory or regulatory body,
court, trade agency or professional
association, including, for
the avoidance of doubt, the
Competition and Markets Authority,
the European Commission, the
Guernsey Financial Services
Commission, the Channel Islands
Competition and Regulatory Authority,
the Royal Court of Guernsey
or any comparable body in any
jurisdiction
"Trust" The Raksha Trust, a Jersey based
discretionary trust settled
by Ravi Kailas the Chairman
of MEL, of which he, some of
his family members (including
Vikram Kailas, the Vice Chairman
and MD of MEL), and a philanthropic
trust are discretionary beneficiaries
"Trust Deed" the trust instrument under the
laws of Jersey dated 6 November
2012 between Ravi Kailas and
R&H Trust Co (Jersey) Limited
constituting the Trust
"Trust Shares" the 106,296,019 MEL Shares held
directly or indirectly by The
Trust as at the date of this
Announcement, which includes
94,751,030 currently issued
shares and options pursuant
to the MEL Option Schemes in
respect of a further 11,544,989
MEL Shares
"UKLA" the UK Listing Authority, being
the Financial Conduct Authority
acting in its capacity as the
competent authority for the
purposes of Part VI of FSMA
"United Kingdom" the United Kingdom of Great
or "UK" Britain and Northern Ireland
"Wider MEL Group" MEL, its subsidiary undertakings
and its associated undertakings
"GBP", "GBP", the lawful currency of the United
"pounds", "pounds Kingdom from time to time
sterling", "Sterling",
"pence", "penny"
and "p"
"$", "US$", the lawful currency of the United
and "USD" States of America from time
to time
In this Announcement (including in the definitions of "MEL
Shares" and "Offer"):
(a) any reference to a share or shares of MEL being or to be
"unconditionally allotted or issued" on or before a specified date,
excludes:
(i) any share held by MEL as a treasury share on the date of the Offer; and
(ii) any share held by MEL as a treasury share after the date of
the Offer but before the specified date,
but includes any share that ceases or will cease to be held as a
treasury share before the specified date; and
(b) any reference to the entire or all of the "issued and to be
issued" share capital of MEL or MEL Shares shall be construed
accordingly; and
(c) percentages of voting rights, share capital and relevant MEL
securities are calculated by reference to the relevant percentage
held and in issue outside treasury.
All references to time in this Announcement are to London times
unless otherwise stated.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFSSMSALFASEDL
(END) Dow Jones Newswires
April 04, 2018 04:44 ET (08:44 GMT)
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