Recommended Acquisition - Scheme Doc Publication
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, 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
15 April 2025
RECOMMENDED CASH ACQUISITION
of
Harmony Energy Income Trust plc ("HEIT")
by
Drax BESS Holdco Limited ("Drax Bidco")
to be implemented by means of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006
PUBLICATION OF SCHEME DOCUMENT
On 25 March 2025, the boards of directors of HEIT and Drax Bidco announced that they had reached agreement on the terms of a recommended cash acquisition, pursuant to which Drax Bidco, a wholly-owned subsidiary undertaking of Drax Group plc ("Drax"), will acquire the entire issued ordinary share capital of HEIT, to be implemented by way of Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme").
Publication of the Scheme Document
HEIT is pleased to announce that a circular relating to the Scheme (the "Scheme Document") has been published today, setting out, among other things, a letter from the Chair of HEIT, the full terms and conditions of the Scheme, an explanatory statement from Panmure Liberum Limited ("Panmure Liberum"), an expected timetable of principal events, notices of the Court Meeting and the General Meeting and details of the action to be taken by Scheme Shareholders and HEIT Shareholders.
The Scheme Document will be published on HEIT's website at www.heitp.co.uk/investors/proposed-offer-from-drax and subject to any restrictions relating to persons resident in Restricted Jurisdictions, hard copies of the Scheme Document (or, depending on a HEIT Shareholder's communication preference, a letter or email giving details of the website where the Scheme Document may be accessed) and Forms of Proxy for the Court Meeting and the General Meeting are being sent to HEIT Shareholders today and, being made available to other persons with information rights (for information purposes only).
Capitalised terms used in this announcement (the "Announcement") shall, unless otherwise defined, have the same meanings as set out in the Scheme Document. All references to times in this Announcement are to London, United Kingdom times unless stated otherwise.
Summary of the terms of the Acquisition and the Scheme
The Acquisition will be implemented by the acquisition of the Scheme Shares by Drax Bidco pursuant to a scheme of arrangement between HEIT and the Scheme Shareholders under Part 26 of the Companies Act.
Under the terms of the Acquisition, which is subject to the Conditions and further terms set out in the Scheme Document, each Scheme Shareholder at the Scheme Record Time will be entitled to receive:
for each Scheme Share: 88.0 pence in cash (the "Offer Price")
The Acquisition values the entire issued share capital of HEIT at approximately £199.9 million and the Offer Price represents:
· a premium of approximately 35 per cent. to the Closing Price of 65.2 pence per HEIT Share on 14 March 2025 (being the last Business Day prior to the commencement of the Offer Period);
· a premium of approximately 11 per cent. to the Closing Price of 79.2 pence per HEIT Share on 24 March 2025 (being the last Business Day prior to the date of the Announcement);
· a premium of approximately 84 per cent. to the Closing Price of 47.8 pence per HEIT Share on 29 May 2024 (being the last Business Day prior to the date of the announcement of HEIT's Asset Sale process); and
· a discount of approximately 5 per cent. to the 31 January 2025 unaudited NAV per HEIT Share of 92.4 pence.
Recommendation
The HEIT Directors, who have been so advised by Panmure Liberum as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the HEIT Directors, Panmure Liberum has taken into account the commercial assessments of the HEIT Directors. Panmure Liberum is providing independent financial advice to the HEIT Directors for the purposes of Rule 3 of the Code.
The HEIT Directors believe that the Acquisition (including the Scheme) is in the best interests of HEIT Shareholders as a whole and unanimously recommend that the Scheme Shareholders vote in favour of the Scheme at the Court Meeting and HEIT Shareholders vote in favour of the Special Resolution at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer), as they have irrevocably undertaken to do in respect of their own beneficial holdings of, in aggregate, 101,116 HEIT Shares (representing, in aggregate, approximately 0.04 per cent. of the issued ordinary share capital of HEIT as at the Latest Practicable Date).
Notices of the Court Meeting and General Meeting and action to be taken
The Scheme will require approval by Scheme Shareholders at the Court Meeting, being the meeting of Scheme Shareholders convened with the permission of the Court to be held at 10.00 a.m. on 7 May 2025 at the offices of Gowling WLG (UK) LLP, 4 More London Riverside, London SE1 2AU. Implementation of the Scheme will also require approval of the Special Resolution relating to the Acquisition to be proposed at the General Meeting. The General Meeting will be held at the same place as the Court Meeting on 7 May 2025 at 10.15 a.m. (or as soon thereafter as the Court Meeting has concluded or adjourned).
Notices of the Meetings are set out in the Scheme Document. If the Scheme becomes Effective, it will be binding on all Scheme Shareholders, including any Scheme Shareholders who were not eligible to vote, who did not vote or who voted against the Scheme at the Court Meeting.
IT IS IMPORTANT THAT, FOR THE COURT MEETING IN PARTICULAR, AS MANY VOTES AS POSSIBLE ARE CAST (WHETHER IN PERSON OR BY PROXY) SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR REPRESENTATION OF SCHEME SHAREHOLDER OPINION. WHETHER OR NOT YOU INTEND TO ATTEND THE MEETINGS, YOU ARE THEREFORE STRONGLY ENCOURAGED TO SIGN AND RETURN YOUR FORMS OF PROXY BY POST OR APPOINT A PROXY ELECTRONICALLY ONLINE AT WWW.INVESTORCENTRE.CO.UK/EPROXY, THROUGH CREST OR (FOR INSTITUTIONAL INVESTORS) VIA THE PROXYMITY PLATFORM AS SOON AS POSSIBLE, BUT IN ANY EVENT SO AS TO BE RECEIVED BY COMPUTERSHARE NOT LATER THAN 10.00 A.M. ON 2 MAY 2025 IN THE CASE OF THE COURT MEETING AND NOT LATER THAN 10.15 A.M. ON 2 MAY 2025 IN THE CASE OF THE GENERAL MEETING OR, IN THE CASE OF ANY ADJOURNMENT, NOT LATER THAN 48 HOURS BEFORE THE TIME FIXED FOR THE ADJOURNED MEETING (EXCLUDING ANY PART OF SUCH 48 HOUR PERIOD FALLING ON A NON-WORKING DAY), AND ARE FURTHER STRONGLY ENCOURAGED TO APPOINT "THE CHAIR OF THE MEETING" AS YOUR PROXY IN CONNECTION WITH THE MEETINGS.
Timetable
The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also set out in the Appendix to this Announcement. Subject to obtaining the approval of the requisite majority of eligible Scheme Shareholders at the Court Meeting, the requisite majority of HEIT Shareholder at the General Meeting and the satisfaction or waiver of the other Conditions set out in the Scheme Document, including the sanctioning of the Scheme by the Court, it is currently expected that the Effective Date will be 17 June 2025.
Cancellation of trading in HEIT Shares
The last day of dealings in HEIT Shares for normal settlement on the London Stock Exchange's main market for listed securities is expected to be the Business Day immediately prior to the Court Sanction Hearing, and the last day for registration of transfers of HEIT Shares (other than the registration of the transfer of the Scheme Shares to Drax Bidco pursuant to the Scheme) is expected to be the Business Day immediately prior to the Effective Date, following which all HEIT Shares will be suspended from trading on the specialist fund segment of the London Stock Exchange's main market for listed securities.
Prior to the Scheme becoming Effective, HEIT will apply for the cancellation of the admission to trading of the HEIT Shares on the specialist fund segment of the London Stock Exchange's main market for listed securities. It is expected that such cancellation of admission to trading will take effect on the first Business Day after the Effective Date or shortly thereafter.
Information for HEIT Shareholders
In accordance with Rule 26.1 of the Code, copies of this Announcement and the Scheme Document will be available on HEIT's website at www.heitp.co.uk/investors/proposed-offer-from-drax and on Drax Bidco's website at /www.drax.com/investors/offer/ no later than 12 noon on the Business Day following the Announcement, up to and including the Effective Date. For the avoidance of doubt, the contents of these websites is not incorporated by reference and does not form part of this Announcement.
For information purposes only, the Scheme Document will also be sent, or made available to, persons with information rights.
A copy of the Scheme Document will also be submitted to the National Storage Mechanism, where it will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Shareholder Helpline
If you have any questions about this Announcement, the Scheme Document, the Court Meeting or the General Meeting, or are in any doubt as to how to submit your proxies electronically online at www.investorcentre.co.uk/eproxy, through CREST or (for institutional investors) via the Proxymity platform or to complete the Forms of Proxy, please call HEIT's registrar, Computershare, on +44 (0) 370 703 6003. Lines are open from 8.30 a.m. to 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales). Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Please note that Computershare cannot provide any financial, legal or tax advice, or provide advice on the merits of the Acquisition or the Scheme, and calls may be recorded and monitored for security and training purposes.
Enquiries:
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Drax and Drax Bidco
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Enquiries: Drax Investor Relations: Mark Strafford mark.strafford@drax.com +44 (0)77 3076 3949
Chris Simpson +44 (0)79 2325 7815
Media: Drax External Communications: Chris Mostyn Chris.Mostyn@drax.com +44 (0)77 4396 3483
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J.P. Morgan Cazenove (Financial Adviser and Corporate Broker to Drax and Drax Bidco)
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+44 (0)20 3493 8000 |
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Robert Constant James Robinson Alia Malik Rupert Budge Edward Hatter
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FTI Consulting (PR Adviser to Drax and Drax Bidco)
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Kate Brader Senior Managing Director / Partner FTI Consulting kate.brader@fticonsulting.com |
+44 (0)79 2918 1850 +44 (0)20 3727 1539 |
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HEIT
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Via Panmure Liberum Limited |
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Norman Crighton, Chairman
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Panmure Liberum (Financial Adviser, Rule 3 Adviser and Joint Broker to HEIT)
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+44 (0)20 3100 2222 |
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Corporate Finance: Chris Clarke Darren Vickers Will King
M&A: Tim Medak
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Stifel (Joint Broker to HEIT)
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+44 (0)20 7710 7600 |
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Mark Young Edward Gibson-Watt Rajpal Padam Mark Whitfeld
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Camarco (PR Adviser to HEIT)
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+44 (0)20 3757 4980 |
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Eddie Livingstone-Learmonth Andrew Turner |
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Gowling WLG (UK) LLP is acting as legal adviser to HEIT, and Pinsent Masons LLP is acting as legal adviser to Drax Bidco and Drax, in connection with the Acquisition.
Appendix
Expected timetable of principal events
|
Event |
Time and/or date1 |
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Publication of this Document |
15 April 2025 |
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Latest time for lodging Forms of Proxy or submitting proxy instructions online at www.investorcentre.co.uk/eproxy, through CREST or (for institutional investors) via the Proxymity platform for the: |
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Court Meeting (blue form) |
10.00 a.m. on 2 May 20252 |
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General Meeting (white form) |
10.15 a.m. on 2 May 20253 |
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Voting Record Time for the Court Meeting and the General Meeting |
6.30 p.m. on 2 May 20254 |
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Court Meeting |
10.00 a.m. on 7 May 2025 |
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General Meeting |
10.15 a.m. on 7 May 20255 |
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The following dates and times associated with the Scheme are indicative only and are subject to change.1 |
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Event |
Time and/or date1 |
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Last day of dealings in HEIT Shares for normal settlement |
12 June 2025 |
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Court Sanction Hearing |
13 June 2025 |
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Last day for the registration of transfers of HEIT Shares |
16 June 2025 |
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Scheme Record Time |
6.00 p.m. on 16 June 2025 |
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Disablement in CREST of HEIT Shares |
6.00 p.m. on 16 June 2025 |
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Suspension of dealings in HEIT Shares |
7.30 a.m. on 17 June 2025 |
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Effective Date of the Scheme |
17 June 2025 |
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Cancellation of trading of HEIT Shares on the specialist fund segment of the London Stock Exchange's main market for listed securities |
By 8.00 a.m. on 18 June 2025 |
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Latest date for despatch of cheques, making of electronic payments and crediting of CREST accounts for cash consideration due under the Acquisition |
Within 14 days of the Effective Date |
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Long Stop Date(6) |
31 July 2025 |
Notes:
1 The dates and times given are indicative only and are based on current expectations and are subject to change. References to times are to London, United Kingdom time unless otherwise stated. If any of the times and/or dates above change, the revised times and/or dates will be notified to HEIT Shareholders by announcement through a Regulatory Information Service.
2 It is requested that blue Forms of Proxy for the Court Meeting be lodged by 10.00 a.m. on 2 May 2025 or, if the Court Meeting is adjourned, by no later than 48 hours prior to the time fixed for the adjourned Court Meeting (excluding any part of such 48 hour period falling on a non-working day in the UK). Blue Forms of Proxy not so lodged can be handed to the Chair of the Court Meeting (or Computershare on the Chair's behalf) at the start of the Court Meeting or any adjournment thereof.
3 In order to be valid, white Forms of Proxy for the General Meeting must be received by Computershare by 10.15 a.m. on 2 May 2025 or, if the General Meeting is adjourned, 48 hours prior to the time appointed for the adjourned General Meeting (excluding any part of such 48 hour period falling on a non-working day in the UK). If the white Form of Proxy is not lodged by the relevant time, it will be invalid.
4 If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6.30 p.m. on the day which is two Business Days prior to the date of the adjourned Meeting.
5 Or as soon thereafter as the Court Meeting concludes or is adjourned.
6 This is the latest date by which the Scheme may become Effective. However, the Long Stop Date may be extended to such later date: (i) as may be agreed in writing by Drax Bidco and HEIT (with the Panel's consent if required and (if required) as the Court may allow); or (ii) at the direction of the Panel under the Note on Section 3 of Appendix 7 to the Code.
Important notices
J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA. J.P. Morgan Cazenove is acting as financial adviser exclusively for Drax Bidco and Drax and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters in this Announcement and will not be responsible to anyone other than Drax Bidco and Drax for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to any matter referred to herein.
Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser, Rule 3 adviser and joint broker to HEIT and no one else in connection with the Acquisition and the matters and arrangements set out in this Announcement. Panmure Liberum will not regard any other person as its client in relation to the Acquisition or any other matter or arrangement set out in this Announcement and will not be responsible to anyone other than HEIT for providing the protections afforded to clients of Panmure Liberum, nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this Announcement. Neither Panmure Liberum nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Panmure Liberum in connection with the Acquisition, this Announcement, any statement contained herein or otherwise. No representation or warranty, express or implied, is made by Panmure Liberum as to the contents of this Announcement.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as joint broker to HEIT and no one else in connection with the Acquisition and the matters and arrangements set out in this Announcement. Stifel will not regard any other person as its client in relation to the Acquisition or any other matter or arrangement set out in this Announcement and will not be responsible to anyone other than HEIT for providing the protections afforded to clients of Stifel, nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this Announcement. Neither Stifel nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Stifel in connection with the Acquisition, this Announcement, any statement contained herein or otherwise. No representation or warranty, express or implied, is made by Stifel as to the contents of this Announcement.
Further information
This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale, issuance or exchange of securities or such solicitation in any jurisdiction in which such offer, invitation, solicitation, purchase, sale, issuance or exchange is unlawful.
The Acquisition shall be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, any document by which the Takeover Offer is made) which, together with the Forms of Proxy (or forms of acceptance, if applicable), contains (or will contain) the full terms and conditions of the Acquisition, including details of how to vote in respect of the resolutions proposed in connection with the Acquisition. Any vote, approval, decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or if the Acquisition is to be implemented by way of a Takeover Offer, the offer document). HEIT and Drax Bidco urge HEIT Shareholders to read the Scheme Document carefully because it contains important information relating to the Acquisition.
The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and the release of this Announcement shall not give rise to any implication that there has been no change in the facts set out in this Announcement since such date. This Announcement is an advertisement and does not constitute a prospectus or a prospectus equivalent document.
No person should construe the contents of this Announcement as legal, financial or tax advice. If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
Overseas Shareholders
This Announcement has been prepared for the purpose of complying with English law, the Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules, 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 of jurisdictions outside England and Wales. The Acquisition will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the FCA.
The release, publication or distribution of this Announcement in or into certain jurisdictions other than the United Kingdom may be restricted by the laws and/or regulations of those jurisdictions. Persons into whose possession this Announcement comes who are not resident in the United Kingdom or who are subject to the laws and/or regulations of any jurisdiction other than the United Kingdom should inform themselves of, and observe, any such applicable laws and/or regulations in their jurisdiction. In particular, the ability of persons who are not resident in the United Kingdom to vote their HEIT Shares with respect to the Scheme at the Court Meeting or the resolution(s) at the General Meeting, or to appoint another person as proxy to vote at the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.
Unless otherwise determined by Drax Bidco or required by the Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.
Copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. Doing so may render invalid any related purported vote in respect of, or acceptance of, the Acquisition.
If the Acquisition is implemented by a Takeover Offer (unless otherwise permitted by applicable law or regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, email 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 Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from or within any Restricted Jurisdiction.
The availability of the Acquisition to HEIT Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.
Further details in relation to Overseas Shareholders are contained in the Scheme Document.
Additional Information for HEIT Shareholders resident in the United States
HEIT Shareholders resident in the United States should note that the Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under, and governed by, the law of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Securities Exchange Act of 1934, as amended (the "US Exchange Act"). Accordingly, the Acquisition is subject to the disclosure and procedural requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. If, in the future, Drax Bidco exercises the right to implement the Acquisition by way of a Takeover Offer and determines to extend the Takeover Offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Any such Takeover Offer would be made in the United States by Drax Bidco and no one else.
Financial information included in this Announcement and the Scheme Document has been prepared in accordance with accounting standards under UK-adopted international accounting standards and in accordance with International Financial Reporting Standards ("IFRS") and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
The receipt of cash pursuant to the Acquisition by a US holder of HEIT Shares as consideration for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each HEIT Shareholder is therefore urged to consult with independent legal, tax and financial advisers in connection with making a decision regarding the Acquisition.
Drax Bidco and HEIT are each organised and located in a non-US jurisdiction and some or all of their officers and directors may be residents of a non-US jurisdiction. It may therefore be difficult for holders of HEIT Shares located in the United States to enforce their rights and any claim arising out of US securities law. It may not be possible to sue Drax Bidco and HEIT (or their officers and directors) in a non-US court for violations of US securities laws. Furthermore, it may be difficult to compel Drax Bidco and HEIT and their respective affiliates to subject themselves to the jurisdiction or judgment of a US court.
In accordance with normal UK practice and to the extent permitted under Rule 14e-5(b) of the US Exchange Act, Drax Bidco, certain affiliated companies and their nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, HEIT Shares outside of the United States, other than pursuant to the Acquisition, until the Effective Date, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including English law, the Code and the US Exchange Act. Any information about such purchases will be disclosed as required in the UK, will be reported to the Regulatory News Service of the London Stock Exchange and will be available on the London Stock Exchange website at https://www.londonstockexchange.com/.
Neither this Announcement nor the Scheme Document constitutes or forms a part of any offer to sell or issue, or any solicitation of any offer to purchase, subscribe for or otherwise acquire, any securities in the United States.
Neither the US Securities and Exchange Commission nor any securities commission of any state of the United States has approved or disapproved the Acquisition, passed upon the fairness of the Acquisition, or passed upon the adequacy or accuracy of this Announcement or the Scheme Document. Any representation to the contrary is a criminal offence in the United States.
Further details in relation to US investors in HEIT are contained in the Scheme Document.
Forward looking statements
The information provided in this Announcement and the Scheme Document contains certain forward-looking statements and information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Such forward-looking statements include, without limitation, forecasts, estimates, expectations and objectives for future operations that are subject to assumptions, risks and uncertainties, many of which are beyond the control of Drax Bidco or HEIT. Forward-looking statements are predictive in nature, depend upon or refer to future events or conditions, or include words such as "expect", "plan", "anticipate", "believe", "intend", "maintain", "continue to", "pursue", "design", "result in", "sustain" "estimate", "potential", "growth", "near-term", "long-term", "forecast", "contingent" and similar expressions, or are events or conditions that "will", "would", "may", "could" or "should" occur or be achieved. The forward-looking statements contained in this Announcement and the Scheme Document speak only as of the date hereof and are expressly qualified by this cautionary statement.
Forward-looking statements are based upon, among other things, factors, expectations and assumptions that Drax Bidco and HEIT have made as at the date of this Announcement regarding, among other things: the satisfaction of the conditions to closing of the Acquisition in a timely manner, if at all, including the receipt of all necessary approvals; and that the Acquisition will comply with all applicable requirements of the Code, the Panel, the London Stock Exchange and the FCA.
Undue reliance should not be placed on the forward-looking statements because no assurance can be given that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. These risks include, but are not limited to: the completion and timing of the Acquisition; the ability of Drax Bidco and HEIT to receive, in a timely manner, the necessary regulatory, Court, shareholder, stock exchange and other third-party approvals and to satisfy the other conditions to closing of the Acquisition; the ability of the parties to complete the Acquisition on the terms contemplated by Drax Bidco and HEIT or at all; consequences of not completing the Acquisition, including the volatility of the share prices of Drax and HEIT, negative reactions from the investment community, and the required payment of certain costs related to the termination of the Acquisition; and the focus of management's time and attention on the Acquisition and other disruptions arising from the Acquisition.
Except as may be required by applicable securities laws, neither Drax Bidco nor HEIT assume any obligation or intent to update publicly or revise any forward-looking statements made in this Announcement or the Scheme Document, whether as a result of new information, future events or otherwise.
No profit forecasts, profit estimates or quantified financial benefit statement
No statement in this Announcement or the Scheme Document is intended as a profit forecast, profit estimate or quantified financial benefit statement for any period and no statement in this Announcement or the Scheme Document should be interpreted to mean that earnings or earnings per share for Drax or HEIT, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Drax or HEIT, as appropriate.
Right to switch to Takeover Offer
Drax Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme (subject to the Panel's consent).
Disclosure requirements of the Code
Under Rule 8.3(a) of the 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 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 p.m. (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 shall 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 Panel's website at http://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.
Electronic communications
Please be aware that addresses, electronic addresses and certain information provided by HEIT Shareholders, persons with information rights and other relevant persons for the receipt of communications from HEIT may be provided to Drax Bidco during the offer period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.
Publication on website and availability of hard copies
A copy of this Announcement, the Scheme Document and the documents required to be published pursuant to Rules 26.1 and 26.2 of the Code will be made available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Drax's and HEIT's websites at www.drax.com/investors/offer and www.heitp.co.uk/investors/proposed-offer-from-drax respectively by no later than 12 noon (London time) on 16 April 2025. For the avoidance of doubt, the contents of these websites are not incorporated into and do not form part of this Announcement or the Scheme Document.
HEIT Shareholders and persons with information rights may request a hard copy of this Announcement by contacting HEIT's Registrar, Computershare Investor Services PLC, by writing to them at The Pavilions, Bridgwater Road, Bristol BS13 8AE or by calling them on +44 (0)370 703 6003 during business hours (lines are open from 8.30 a.m. to 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales)). Calls are charged at the standard geographical rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Please note that Computershare cannot provide any financial, legal or tax advice. Calls may be recorded and monitored for security and training purposes.
HEIT Shareholders and persons with information rights may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be sent to them in hard copy form, again by writing to the address set out above or by calling the telephone number above.
Rounding
Certain figures included in this Announcement and the Scheme Document 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.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Code, HEIT confirms that as at the date of this announcement, it has in issue and admitted to trading on the main market of the London Stock Exchange 227,128,295 ordinary shares of £0.01 each (excluding any shares held in treasury). Accordingly, the total number of voting rights in HEIT is 227,128,295. The International Securities Identification Number (ISIN) of the ordinary shares is GB00BLNNFY18.
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