Pre-Annual General Meeting Information • Apr 19, 2024
Pre-Annual General Meeting Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or about what action to take, you should immediately seek your own professional advice from your stockbroker, bank, fund manager, solicitor, accountant or other appropriately qualified independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are taking advice in the United Kingdom or, if you are resident in another jurisdiction, from another appropriately authorised independent financial or professional adviser. All Shareholders are advised to consult their professional advisers regarding their own tax position.
If you sell or otherwise transfer, or have sold or otherwise transferred, all of your Ordinary Shares before 1.00 p.m. on 10 May 2024, please send this document (but not the Tender Form or personalised Form of Proxy) to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. However, no such documents should be forwarded or transmitted from, in or into any Restricted Jurisdiction. If you sell or otherwise transfer, or have sold or otherwise transferred, only part of your holding of Ordinary Shares you should retain these documents and consult the bank, stockbroker or other agent through whom the sale or transfer was effected. If you receive this document as a purchaser or transferee, please contact the Registrar for a Tender Form and a personalised Form of Proxy.
__________________________________________________________________________________________
Incorporated in England and Wales with registered number 13324616
___________________________________________________________________________
This document should be read in its entirety and as a whole. Your attention is drawn to the letter to the Shareholders from the Chair of the Company, which is set out in Part II of this Circular. The letter contains a unanimous recommendation by the Board of Directors of the Company that you vote in favour of the Tender Offer Resolution at the General Meeting.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no one else, including any recipient of this document, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Stifel or for affording advice in relation to the Tender Offer or any other matter referred to in this Circular.
The Tender Offer will open on 19 April 2024 and will close at 1.00 p.m. on 10 May 2024 (unless extended by the Company by means of an announcement through a Regulatory Information Service). Different procedures for participating in the Tender Offer apply depending on whether Qualifying Shareholders who wish to participate hold Ordinary Shares in certificated form or uncertificated form respectively.
Enclosed with this document is a Tender Form for use by Qualifying Shareholders wishing to participate in the Tender Offer who hold their Ordinary Shares in certificated form. To be effective, Tender Forms must be returned to the Receiving Agent, Computershare Investor Services PLC, by no later than 1.00 p.m. on 10 May 2024. Qualifying Shareholders who hold their Ordinary Shares in certificated form should also return their share certificate(s) and/or other document(s) of title in respect of the Ordinary Shares tendered.
Qualifying Shareholders who hold Ordinary Shares in uncertificated form (that is, in CREST) and wish to participate in the Tender Offer should not return a Tender Form but should transmit the appropriate transfer to escrow in CREST as described in this document as soon as possible and, in any event, so as to be received by no later than 1.00 p.m. on 10 May 2024.
If you do not wish to tender any of your Ordinary Shares do not complete, sign or return a Tender Form or transfer any Ordinary Shares to escrow, or send any TTE Instructions through CREST.
The Tender Offer is conditional on, among other matters, approval from Shareholders, which is being sought at the General Meeting of the Company to be held at 11.30 a.m. on 13 May 2024 at the offices of the Company Secretary, 6th Floor, 125 London Wall, London EC2Y 5AS.
Notice of the General Meeting is set out in Part VIII of this Circular. Whilst Shareholders will be able to attend the General Meeting in person, Shareholders are encouraged to vote via proxy in advance of the General Meeting, appointing the "Chair of the Meeting" as proxy to ensure that their vote is counted.
Whether or not you intend to attend the General Meeting, you are urged to complete, sign and return a Form of Proxy in accordance with the instructions printed thereon and the notes to the Notice of General Meeting. To be valid, the Form of Proxy must be completed, signed and returned in accordance with the instructions printed thereon to be received by the Registrar, Computershare Investor Services PLC as soon as possible and, in any event, by no later than 11.30 a.m. on 9 May 2024. The Form of Proxy can also be completed online at www.investorcentre.co.uk/eproxy or, in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in the Notice of General Meeting and the CREST Manual on the Euroclear website (www.euroclear.com).
Subject to the terms and conditions of the Tender Offer contained in Part V of this Circular, the Tender Offer will be implemented by means of on-market purchases by Stifel, who will, as principal, purchase the Ordinary Shares tendered (subject to the overall limit of the Tender Offer) at the Tender Price and, following completion of those purchases and in accordance with the Repurchase Agreement, sell them on to the Company at the Tender Price by way of an on-market transaction (all of these transactions will be carried out on the London Stock Exchange's Main Market). The Ordinary Shares that the Company purchases from Stifel will be cancelled and the number of Ordinary Shares in issue carrying voting rights reduced accordingly. The Company will fund that purchase from cash resources available for use by the Company.
The availability of the Tender Offer to Shareholders who are not resident in, or citizens or nationals of the United Kingdom, and the distribution of this document and accompanying documents into jurisdictions other than the United Kingdom may be restricted or affected by the laws of the relevant jurisdiction. Persons who are not resident in, or citizens or nationals of the United Kingdom should read paragraph 6 headed "Overseas Shareholders" set out in Part V of this Circular and should inform themselves about, and observe, any applicable legal or regulatory requirements. This Circular does not constitute or form part of any offer to purchase, or invitation to sell, Ordinary Shares in any jurisdiction in which such offer or invitation is unlawful. Without prejudice to the foregoing generality, the Tender Offer is not being made, directly or indirectly, in, into or from the United States or any other Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws in that jurisdiction, and no person may accept the Tender Offer by use of the mails or, or by any means or instrumentality (including, without limitation, facsimile transmission, email, other electronic transmission, or telephone) of interstate or foreign commerce of, or any facilities of a national, state or local securities exchange of, the United States or any other Restricted Jurisdiction and the Tender Offer cannot be accepted by any such use, means, instrumentality or facility or from within the United States or any other Restricted Jurisdiction. Accordingly, unless otherwise determined by the Company and permitted by applicable law and regulation, neither this Circular nor the Tender Form nor any related document is being, nor may it be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed, or sent in, into or from the United States or any other Restricted Jurisdiction, and any persons receiving this Circular, the Tender Form and/or any related document (including, without limitation, trustees, nominees or custodians) must not mail or otherwise forward, distribute or send such document(s) in, into or from the United States of any other Restricted Jurisdiction. In addition, persons into whose possession such documents come should inform themselves about and observe any such restrictions or requirements. Any failure to comply with these restrictions or requirements may constitute a violation of the securities or other laws of such jurisdiction.
This Circular contains indications of likely future developments and other forward-looking statements that are subject to risk factors associated with, among other things, the economic, markets, and business circumstances occurring from time to time in the UK, the sectors in which the Group operates and the risks relating to the Company. These factors include, but are not limited to, those discussed in Part IV of this Circular. These and other factors could adversely affect the Company and, or the Group's results, strategy and prospects. Forward-looking statements involve risks, uncertainties and assumptions. They relate to events and/or depend on circumstances in the future which could cause actual results and outcomes to differ materially from those currently anticipated. No obligation or duty is assumed (except as may required by the Listing Rules, MAR, the Disclosure and Transparency Rules, the rules of the London Stock Exchange and by law) to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Apart from the responsibilities and liabilities, if any, which may be imposed on Stifel by FSMA or the regulatory regime established under FSMA, Stifel accepts no responsibility whatsoever for the contents of this document or for any other statement made or purported to be made by it or on its behalf in connection with the Company or the Tender Offer. Stifel accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to earlier in this paragraph) which it might otherwise have in respect of this document or any such statement. Stifel has given and not withdrawn its written consent to the issue of this document with the references to its name in the form and context in which they are included.
No person has been authorised to give any information or make any representations other than those contained in this Circular and, if given or made, such information or representations must not be relied on as having been so authorised. The delivery of this Circular shall not, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this Circular or that the information in it is correct as of any subsequent time.
The contents of the website of the Company, and any website directly or indirectly linked to that website, do not form part of this Circular and should not be relied upon.
Dated 19 April 2024.
| PART I EXPECTED TIMETABLE OF PRINCIPAL EVENTS 7 | |
|---|---|
| PART II LETTER FROM THE CHAIR 8 | |
| PART III QUESTIONS AND ANSWERS ON THE TENDER OFFER 16 | |
| PART IV RISK FACTORS 22 | |
| PART V TERMS AND CONDITIONS OF THE TENDER OFFER 24 | |
| PART VI UK TAXATION CONSIDERATIONS 39 | |
| PART VII DEFINITIONS 41 | |
| PART VIII NOTICE OF GENERAL MEETING 46 |
Accompanying this document is a Form of Proxy and a Tender Form.
Shareholders are encouraged to return the Form of Proxy accompanying this document for use at the General Meeting. This will ensure that your votes are registered. To be valid, the Form of Proxy must be completed, signed and returned in accordance with the instructions printed thereon to be received by the Registrar, Computershare Investor Services PLC as soon as possible and, in any event, by no later than 11.30 a.m. on 9 May 2024. The Form of Proxy can also be completed online at ww.investorcentre.co.uk/eproxy or, in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in the Notice of General Meeting and the CREST Manual on the Euroclear website (www.euroclear.com).
If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by not later than 11.30 a.m. on 9 May 2024 in order to be considered valid or, if the meeting is adjourned, by the time which is 48 hours (excluding non-Business Days) before the time of the adjourned meeting. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.
Complete and return the Tender Form to the Receiving Agent at Computershare Investor Services PLC, Corporate Actions Projects, Bristol, BS99 6AH as soon as possible and, in any event, by no later than 1.00 p.m. on 10 May 2024.
You should send (or, if you are a CREST sponsored member, procure that your CREST sponsor sends) a TTE Instruction to Euroclear, which must be properly authenticated in accordance with Euroclear's specification and which must contain, in addition to other information that is required for the TTE Instruction to settle in CREST, the following details:
Full details of the action to be taken are set out in paragraph 2 of Part II of this Circular and in the instructions on the respective forms. The attention of Overseas Shareholders is drawn to the section headed "Overseas Shareholders" in paragraph 6 of Part V of this Circular.
If you have any queries in relation to your shareholding(s), please contact Computershare Investor Services PLC by telephone on 0370 703 0388 or, if calling from outside the UK, on +44 0370 703 0388. Computershare Investor Services PLC can only provide information regarding the completion of forms and cannot provide you with advice on the Tender Offer or provide any personal, legal, financial or tax advice.
| Announcement of the Tender Offer, publication of this Circular and the Notice of General Meeting |
19 April 2024 |
|---|---|
| Tender Offer opens | 19 April 2024 |
| Latest time and date for receipt of Forms of Proxy | 11.30 a.m. on 9 May 2024 |
| Latest time and date for receipt of Tender Forms and share certificates in relation to the Tender Offer (i.e. close of Tender Offer) |
1.00 p.m. on 10 May 2024 |
| Latest time and date for receipt of TTE Instructions in relation to the Tender Offer (i.e. close of Tender Offer) |
1.00 p.m. on 10 May 2024 |
| Tender Offer Record Date | 6.00 p.m. on 10 May 2024 |
| General Meeting | 11.30 a.m. on 13 May 2024 |
| Announcement of results of the General Meeting | 13 May 2024 |
| Announcement of results of the Tender Offer | 13 May 2024 |
| Purchase of Ordinary Shares under the Tender Offer | 13 May 2024 |
| CREST accounts credited for revised, uncertificated holdings of Ordinary Shares |
by 15 May 2024 |
| CREST accounts credited in respect of Tender Offer proceeds for uncertificated Ordinary Shares |
by 15 May 2024 |
| Cheques and BACs advice despatched in respect of Tender Offer proceeds for certificated Ordinary Shares |
week commencing 13 May 2024 |
| Return of share certificates in respect of unsuccessful tenders of certificated Ordinary Shares |
by 20 May 2024 |
| Despatch of balancing share certificates (in respect of certificated Ordinary Shares) for revised, certificated holdings in the case of partially successful tenders |
week commencing 13 May 2024 |
1 All times are references to London (UK) times. Other than the date of the announcement of the Tender Offer, each of the above times and dates are indicative only and based on the Company's expectations as at the date of this Circular. If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by an announcement through a Regulatory Information Service.
(Incorporated in England and Wales with registered number 13324616)
Directors:
Miriam Greenwood OBE DL (Non-Executive Chair) Nicholas Bliss (Non-Executive Director) David Fletcher (Non-Executive Director) Janine Freeman (Non-Executive Director)
Registered Office Aquila Energy Efficiency Trust PLC 6th Floor 125 London Wall London England EC2Y 5AS
19 April 2024
Dear Shareholder
On 6 March 2024, the Company announced that it intended to return value to Shareholders by way of a Tender Offer pursuant to which Qualifying Shareholders are invited to tender some of their Ordinary Shares. It is proposed that up to 18,561,732 Ordinary Shares may be purchased under the Tender Offer for a maximum aggregate cash consideration of £17.5 million and Qualifying Shareholders who participate in the Tender Offer will have a Basic Entitlement to tender approximately 18.6 per cent.2 of the Ordinary Shares held by them at the Record Date, rounded down to the nearest whole number, at a price of 94.28 pence per Ordinary Share.
Qualifying Shareholders may tender Ordinary Shares in excess of their Basic Entitlement up to the total number of Ordinary Shares held by each Qualifying Shareholder on the Record Date ("Excess Entitlement") and, to the extent that other Qualifying Shareholders do not tender any of their Ordinary Shares, or tender less than their Basic Entitlement, those Qualifying Shareholders may be able to tender such Excess Entitlement through the Tender Offer. However, if the Tender Offer is oversubscribed, the tender of any such Excess Entitlement will only be successful to the extent that other Shareholders have tendered less than their Basic Entitlement or tendered no Ordinary Shares and may be subject to scalingdown.
To the extent that Qualifying Shareholders tender for less than the total overall amount that may be returned to Shareholders pursuant to the Tender Offer, or where the Board decides not to proceed with the Tender Offer in accordance with terms of this Circular, the Board will consider alternative options regarding how best to return value to Shareholders, including by way of a share buy-back programme or by way of a distribution of dividends, taking into consideration the then prevailing market and economic conditions and other relevant factors at the relevant time.
2 This percentage (%) assumes a full take-up of the Maximum Tendered Shares (as defined in paragraph 2.2 of Part II of this Circular). Please see section 2.5 (entitled Basic Entitlement of this Part II) on how the Basic Entitlement is calculated if: (i) less than the Maximum Tendered Shares have been validly tendered by Qualifying Shareholders; or (ii) the Company, pursuant to paragraph 2.27 of Part V of the Circular, revises the aggregate value of the Tender Offer to less than the maximum amount of £17.5 million.
The purpose of this Circular is to provide you with information about the background to, and reasons for, the Tender Offer and why the Board considers that the Tender Offer is in the best interests of the Shareholders as a whole and why the Board unanimously recommends that you vote in favour of the Tender Offer Resolution to be proposed at the General Meeting, notice of which is set out in Part VIII of this Circular.
The Circular also contains details on the procedure that should be followed by those Qualifying Shareholders in order to participate in the Tender Offer. The Company is seeking Shareholders' approval of the Tender Offer Resolution at a General Meeting to be held at 11.30 a.m. on 13 May 2024.
Subject to the passing of the Tender Offer Resolution by Shareholders at the General Meeting as a special resolution, the Directors will give Qualifying Shareholders the opportunity to tender Ordinary Shares through the Tender Offer for cash. The Tender Offer Resolution will give the Directors authority to return up to 18,561,732 Ordinary Shares, at a price of 94.28 pence per Ordinary Share, for a maximum aggregate cash consideration of £17.5 million.
Following the IPO of the Company in 2021, the Company deployed the funds raised into various investments and entered into contractual commitments to make further investments. Since the date of the continuation vote in February 2023, which did not pass, no new investment commitments have been made and Aquila Capital Investmentgesellschaft mbH (the "Investment Adviser") has, where possible, renegotiated some of the existing commitments, so as to reduce the amount of further investment required by the Company. As a consequence, at 31 December 2023, the Company and its immediate investment holding entities had contractual legal obligations in relation to existing investments (the "Unfunded Commitments") equivalent to approximately £5.58 million (translating Euro obligations at €1.1535:£1 and including an allowance for external transaction costs). Between 31 December 2023 and 31 March 2024, £0.51 million of those Unfunded Commitments have been added to existing investments.
Following the Company's annual general meeting ("AGM") held in June 2023, the Company's portfolio is being managed in accordance with the "Managed Run-Off Resolution" as approved by shareholders at that AGM.
The Company's cash and cash equivalents as at 31 March 2024 were £28.72 million (with cash in Euro accounts converted at €1.1697:£1 and exclusive of the £2.5 million of cash held as collateral for the Company's existing currency hedges held in line with its strategy). Given the uncertain nature of the timing of returns of certain of the Company's investments, combined with upcoming cash requirements for Unfunded Commitments (referred to above), it is important to maintain a cash buffer to ensure the Company can continue to meet its liabilities and commitments.
The Board of Directors of the Company considers the Tender Offer to be beneficial to the Shareholders as a whole, including, among other reasons, in that:
As announced on 6 March 2024, as and when sufficient cash has been accumulated, the Board's current intention is there will be further tender offers to shareholders.
Subject to the terms and conditions contained in Part V of this Circular, Stifel will implement the Tender Offer by acquiring, as principal, the successfully tendered Ordinary Shares at the Tender Price. Ordinary Shares purchased by Stifel pursuant to the Tender Offer will be purchased by Stifel in on-market purchases in accordance with the provisions of the Act and the rules of the London Stock Exchange and the FCA. Immediately following completion of the Tender Offer, Stifel shall sell such Ordinary Shares to the Company, at a price per Ordinary Share equal to the Tender Price, pursuant to the Repurchase Agreement. Purchases of Ordinary Shares by the Company pursuant to the Repurchase Agreement will also be on-market purchases in accordance with the provisions of the Act and the rules of the London Stock Exchange and the FCA. All of the Ordinary Shares purchased by the Company pursuant to the Repurchase Agreement in connection with the Tender Offer will be cancelled. Further details on the Repurchase Agreement are set out in Part V of this Circular.
Qualifying Shareholders must consider carefully all of the information contained in this Circular as well as their personal circumstances when deciding whether to participate in the Tender Offer.
The maximum number of Ordinary Shares that may be purchased under the Tender Offer, being up to 18,561,732 Ordinary Shares, will equate to approximately 18.6 per cent. of the Issued Ordinary Share Capital at the Tender Offer Record Date, for a maximum aggregate cash consideration of £17.5 million ("Maximum Tendered Ordinary Shares"). As at 18 April 2024, being the Latest Practicable Date, there are 100,000,000 Ordinary Shares in issue with no Ordinary Shares being held in treasury.
If the Maximum Tendered Ordinary Shares are repurchased by the Company for cancellation pursuant to the Tender Offer, the total number of Ordinary Shares of the Company in issue following such cancellation will be 81,438,268 Ordinary Shares. Successfully tendered Ordinary Shares will be cancelled and will not rank for any future dividends.
Qualifying Shareholders are not obliged to tender any Ordinary Shares if they do not wish to do so. If no action is taken by Qualifying Shareholders, there will be no change to the number of Ordinary Shares that they hold and they will receive no cash as a result of the Tender Offer.
Each Qualifying Shareholder who wishes to participate in the Tender Offer is entitled to submit a tender to sell some or all of their Ordinary Shares.
The total number of Ordinary Shares tendered by any Qualifying Shareholder should not exceed the total number of Ordinary Shares registered in the name of that Qualifying Shareholder at the Record Date. For example, a Qualifying Shareholder may decide to tender fifty per cent. (50%) of their Ordinary Shares, but if a Qualifying Shareholder returned a tender purporting to offer for sale more than one hundred per cent. (100%) of their Ordinary Shares, they would be deemed to have tendered only the number of Ordinary Shares actually owned by that Shareholder on the Record Date, with the tender in respect of any additional Ordinary Shares being deemed invalid.
The Tender Offer will open on 19 April 2024 (unless such date is altered by the Company in accordance with the Tender Offer). The Tender Offer will close at 1.00 p.m. on 10 May 2024 and tenders received after that time will not be accepted (unless the Closing Date is extended by the Company in accordance with the Tender Offer).
Tender Forms which have been, or are deemed to be, validly and properly completed (for Ordinary Shares held in certificated form) and submitted to Computershare Investor Services PLC acting as Receiving Agent and TTE Instructions which have settled (for Ordinary Shares held in uncertificated form) will become irrevocable and cannot be withdrawn at or after 1.00 p.m. on 10 May 2024.
Successfully tendered Ordinary Shares will be purchased from Qualifying Shareholders by Stifel (acting as principal), free of commission and dealing charges.
Following the purchase of any Ordinary Shares from Qualifying Shareholders by Stifel such Ordinary Shares will be repurchased by the Company from Stifel pursuant to the terms of the Repurchase Agreement and subsequently will be cancelled by the Company. Any rights of Qualifying Shareholders who do not participate in the Tender Offer will be unaffected by the Tender Offer.
All Shareholders who tender Ordinary Shares will receive the Tender Price, subject, where applicable, to the scaling-down arrangements described below and set out in full in paragraphs 2.15 to 2.18 of Part V of this Circular.
If more than the overall limit of Ordinary Shares that may be repurchased pursuant to the Tender Offer are validly tendered by Qualifying Shareholders and the Tender Offer is therefore oversubscribed, acceptances of validly tendered Ordinary Shares will be scaled-down to determine the extent to which individual tenders are accepted. Accordingly, where scaling-down applies, beyond a Qualifying Shareholder's Basic Entitlement, there is no guarantee that all of the Ordinary Shares which are tendered by Qualifying Shareholders will be accepted for purchase.
Tenders in respect of approximately 18.6 per cent. of the Issued Ordinary Share Capital at the Tender Offer Record Date will be accepted in full at the Tender Price and will not be scaled down even if the Tender Offer is oversubscribed. This percentage is known as the "Basic Entitlement". This percentage assumes that valid tenders up to, or in excess of, the Maximum Tendered Ordinary Shares have been submitted by Qualifying Shareholders and accepted by the Company. If the Company, pursuant to paragraph 2.27 of Part V of this Circular, revises the aggregate value of the Tender Offer to less than the maximum amount of £17.5 million (and, therefore, less than the Maximum Tendered Ordinary Shares), then the Basic Entitlement percentage shall be proportionately scaled-down in accordance with paragraph 2.17 of Part V of this Circular.
Qualifying Shareholders may tender such number of Ordinary Shares in excess of their Basic Entitlement up to the total number of Ordinary Shares held by each Qualifying Shareholder on the Record Date and, to the extent that other Qualifying Shareholders do not tender any of their Ordinary Shares, or tender less than their Basic Entitlement, those Qualifying Shareholders may be able to tender such Excess Entitlement through the Tender Offer.
However, if the Tender Offer is oversubscribed, the tender of any such Excess Entitlement will only be successful to the extent that other Shareholders have tendered less than their Basic Entitlement or tendered no Ordinary Shares and may be subject to scaling-down. For this purpose, Qualifying Shareholders should note that the term "oversubscribed" means that the number of Ordinary Shares validly tendered pursuant to the Tender Offer either: (i) exceeds the Maximum Tendered Ordinary Shares that may be repurchased by Stifel (acting as principal) pursuant to the Tender Offer; or (ii) where the Company has (pursuant to the terms of paragraph 2.27 of Part V of this Circular) exercised its discretion to accept valid tenders in an amount that is less than the aforesaid overall limit, exceeds such number of Ordinary Shares that the Company has determined that it will accept pursuant to the Tender Offer which is less than such overall limit.
There is no guarantee that the Tender Offer will take place. The Tender Offer is conditional on the passing of the Tender Offer Resolution as set out in the Notice of General Meeting and on the satisfaction of the other Tender Conditions specified in Part V of this Circular.
The Company has reserved the right at any time prior to the announcement of the results of the Tender Offer, with the prior consent of Stifel, to extend the period during which the Tender Offer is open and/or vary the aggregate value of the Tender Offer, based on economic or market conditions and/or other factors, subject to compliance with applicable legal and regulatory requirements. The Company has also reserved the right, in certain circumstances, to require Stifel not to proceed with the Tender Offer. Any such decision will be announced by the Company through a Regulatory Information Service.
To the extent that Qualifying Shareholders tender for significantly less than the total amount that may be returned to Shareholders pursuant to the Tender Offer, or where the Company decides not to proceed with the Tender Offer, the Company will consider alternative options regarding how best to return value to Shareholders, including by way of a share buy-back programme or by way of distribution of dividends, taking into consideration the then prevailing market conditions and other relevant factors at the relevant time.
As set out in the expected timetable on page 7 of this Circular, it is expected that the results of the Tender Offer will be announced on 13 May 2024, at which time the Tender Offer is expected to become unconditional subject to the Tender Conditions described in paragraph 2.1 of Part V of this Circular having been satisfied. Until such time as the Tender Offer becomes unconditional, the Tender Offer will be subject to the Tender Conditions described in paragraph 2.1 of Part V of this Circular. Settlement is then expected to take place as set out in the timetable on page 7 of this Circular and as provided for in Part V of this Circular. The decision of the Company as to the results of the Tender Offer (including, without limitation, the determination of the aggregate value of the Tender Offer in accordance with paragraph 2.27 of Part V of this Circular (but always subject to the overall limit of the Maximum Tendered Ordinary Shares), and the basis on which tenders in excess of the Basic Entitlement are satisfied, scaled back or rounded down, as the case may be) shall be final and binding on all Shareholders.
Full details of the Tender Offer, including the terms and conditions on which it is made, are set out in Part V of this Circular.
The Tender Offer requires the approval by Shareholders of the Tender Offer Resolution at a General Meeting of the Company. For this purpose, the Company is convening the General Meeting for 11.30 a.m. on 13 May 2024 to consider and, if thought fit, pass the Tender Offer Resolution to authorise and to approve the terms under which the Tender Offer will be effected.
The Tender Offer Resolution must be passed on a poll by at least seventy-five per cent. (75%) of those Shareholders present in person or by proxy and entitled to vote at the General Meeting. The Company will not purchase Ordinary Shares pursuant to the Tender Offer unless the Tender Offer Resolution is duly passed.
A summary of action to be taken by Shareholders is set out in paragraph 6 of this Part II of this Circular, together with the notes to the Notice of General Meeting as set out in Part VIII of this Circular.
A summary of the taxation consequences of the Tender Offer for UK resident Shareholders is set out in Part VI of this Circular.
Shareholders are strongly advised to obtain independent tax advice regarding their own tax position.
The attention of Shareholders who are not resident in, or nationals or citizens of the United Kingdom is drawn to paragraph 6 of Part V of this Circular.
Shareholders should refer to the section of this document entitled "Important Information" on page 5 for further information on how to vote at the General Meeting and participate in the Tender Offer.
If you do not wish to sell any of your Ordinary Shares in the Tender Offer, do not complete and return the Tender Form or submit a TTE Instruction (as applicable).
The extent to which Shareholders participate in the Tender Offer is a matter for each Shareholder to decide, and will be influenced by their own individual financial and tax circumstances and investment objectives.
Shareholders who are in any doubt as to the contents of this document or as to the action to be taken should immediately consult their stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under FSMA if you are in the United Kingdom or from another appropriately authorised financial adviser if you are outside the United Kingdom.
Only those Qualifying Shareholders who hold their Ordinary Shares in certificated form and who wish to participate in the Tender Offer should complete and return a Tender Form. Those Qualifying Shareholders who hold their Ordinary Shares in uncertificated form and who wish to tender Ordinary Shares do not need to complete or return a Tender Form.
Qualifying Shareholders who wish to tender Ordinary Shares and hold their Ordinary Shares in certificated form should complete the Tender Form in accordance with the instructions set out therein, and return the completed Tender Form to the Receiving Agent at Computershare Investor Services PLC, Corporate Actions Projects, Bristol, BS99 6AH so as to be received as soon as possible and, in any event, by no later than for 1.00 p.m. on 10 May 2024. Qualifying Shareholders should at the same time return the share certificate(s) and/or other document(s) of title in respect of any Ordinary Shares tendered which are in certificated form.
Qualifying Shareholders who wish to tender Ordinary Shares and who hold their Ordinary Shares in uncertificated form (that is, in CREST) should submit the appropriate TTE Instruction in CREST as set out in Part IV of this document so as to be received as soon as possible and, in any event by no later than 1.00 p.m. on 10 May 2024.
Shareholders should note that, once tendered, Ordinary Shares may not be sold, transferred, charged or otherwise disposed of other than in accordance with the Tender Offer.
Further details of the procedure for tendering Ordinary Shares are set out in Part V of this document, and in the case of Ordinary Shares held in certificated form, on the Tender Form.
Tender Forms or TTE Instructions which are received by the Receiving Agent after 1.00 p.m. on 10 May 2024 or which at that time are incorrectly completed or not accompanied by all relevant documents or instructions may be rejected and returned to relevant Shareholders or their appointed agents, together with any accompanying share certificate(s) and/or other document(s) of title.
Stifel reserves the right to treat as valid Tender Forms or TTE Instructions which are not entirely in order and which are not accompanied (in the case of Ordinary Shares held in certificated form) by the relevant share certificate(s) and/or other document(s) of title or a satisfactory indemnity in lieu thereof and shall be entitled (at their sole discretion) to accept late Tender Forms or TTE Instructions.
Under the Articles of association of the Company and applicable law, Shareholders are required to notify the Company of their interests in Ordinary Shares. Following the Company's purchase of Ordinary Shares from Stifel pursuant to the terms of the Repurchase Agreement, and regardless of whether a Shareholder tenders any or all of their Ordinary Shares pursuant to the terms of the Tender Offer, the number of Ordinary Shares in which a Shareholder is interested when taken as a percentage of the Company's aggregate Issued Ordinary Share Capital as a whole may change, which may give rise to an obligation under the Disclosure and Transparency Rules on the part of such Shareholder to notify the Company of their interest in Ordinary Shares as soon as possible and in any case within two trading days of becoming aware, or being deemed to have become aware, of such change.
If you are in doubt as to whether you should notify the Company, or as to the form of that notification, please consult your professional adviser.
Each of the Directors who are also Shareholders have confirmed that they intend to tender a portion of their current individual beneficial holding of Ordinary Shares equal to their Basic Entitlement through the Tender Offer.
The Directors consider that the Tender Offer is in the best interests of the Shareholders as a whole. Accordingly, the Board unanimously recommends that you vote in favour of the Tender Offer Resolution, as the Directors intend to do for their respective individual beneficial holdings of (in aggregate) 100,606 Ordinary Shares, representing approximately 0.1 per cent. of the Issued Ordinary Share Capital of the Company as at the Latest Practicable Date.
The Board makes no recommendation to Qualifying Shareholders in relation to participation in the Tender Offer itself. Whether or not Qualifying Shareholders decide to tender all, or any, of their Ordinary Shares will depend on, among other things, their view of the Company's prospects and their own individual circumstances, including their own financial and tax position. Shareholders are required to take their own decision and are recommended to consult with their duly authorised independent financial or professional adviser.
If you are in any doubt as to the action you should take, you are recommended to seek your own independent advice. You are advised to read all of the information contained in this Circular before deciding on the course of action you will take in respect of the General Meeting and the Tender Offer.
The results of the General Meeting will be announced through a Regulatory Information Service and the Company's website as soon as possible once known. It is expected that this will be announced on 13 May 2024.
Yours faithfully
Miriam Greenwood OBE DL Chair
To help you understand what is involved in the Tender Offer with respect to Ordinary Shares, this Part III includes a summary and some questions and answers. You should read the whole of this Circular and not rely solely on the summary information in this Part III. Part V of this Circular sets out the detailed terms and the conditions of the Tender Offer with respect to Ordinary Shares. A list of defined terms is set out towards the end of this Circular in Part VII.
In the event of any inconsistency between the contents of this Part III and the terms and the conditions set out in Part V of this Circular, the terms and the conditions set out in Part V of this Circular shall prevail.
The Board announced on 6 March 2024 that it was proposing to return value to Shareholders and has subsequently resolved to implement such return pursuant to the Tender Offer. Qualifying Shareholders are being provided with an opportunity to tender their Ordinary Shares under the Tender Offer.
This Circular sets out information on the details of the Tender Offer and the procedure for participating, should you wish to do so.
Qualifying Shareholders who hold their Ordinary Shares in certificated form should receive this Circular, a Tender Form, a Form of Proxy and a prepaid envelope to return the Tender Form for use in the UK and Form of Proxy.
Qualifying Shareholders who hold their Ordinary Sharesin uncertificated form (i.e. in CREST) should only receive this Circular and a Form of Proxy.
If you have not received any of the documents listed please call the Shareholder Helpline operated by the Registrar on 0370 703 0388 or, if calling from outside the UK, +44 0370 703 0388. 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. Lines are open between 08.30 – 17.30 Monday to Friday excluding public holidays in England and Wales. Calls may be recorded and randomly monitored for security and training purposes.
Please refer to paragraph 2 of Part II of this Circular for the reasons why the Company is proposing to return cash to its Shareholders.
The Board has explored various options for returning cash to Shareholders and the Board has determined that the Tender Offer would be a quick and efficient means of returning cash to Shareholders and it should be charged to UK taxpayers as a capital receipt for taxpayers as opposed to an income receipt for most Shareholders. Furthermore, it is available to all Qualifying Shareholders regardless of the size of their holdings. Further information on the UK tax treatment of the Tender Offer for Shareholders is contained in Part V of this Circular.
Both private and institutional Qualifying Shareholders are eligible to participate in the Tender Offer with respect to Ordinary Shares.
Shareholders resident outside the UK, or who are nationals or citizens of jurisdictions other than the UK, should read the additional information entitled Overseas Shareholders set out in paragraph 6 of Part V of this Circular. The Tender Offer is not available to Shareholders with registered or mailing addresses in the United States or any other Restricted Jurisdiction.
There is no limit on how many Ordinary Shares you can tender, save that any Qualifying Shareholder should not seek to tender more than the total number of Ordinary Shares registered in the name of that Qualifying Shareholder at the Record Date. If you tender more Ordinary Shares than you hold at the Record Date, you will be deemed to have tendered the entire number of Ordinary Shares you actually own on the Record Date.
Qualifying Shareholders may tender Ordinary Shares in excess of their Basic Entitlement, and to the extent that other Qualifying Shareholders do not tender any of their Ordinary Shares or tender less Ordinary Shares than their Basic Entitlement, may be able to realise their Excess Entitlement through the Tender Offer.
There can, however, be no certainty that all of the Ordinary Shares that you tender will be accepted for purchase in the Tender Offer. The scaling-down provisions of the Tender Offer are set out in paragraphs 2.15 to 2.18 of Part IV of this Circular.
Each Qualifying Shareholder who wishes to participate in the Tender Offer is entitled to submit a tender of either some or all of their Ordinary Shares, with a Basic Entitlement to tender approximately 18.6 per cent. of the Ordinary Shares (assuming maximum take up of the Tender Offer) held by each Qualifying Shareholder on the Record Date, rounded down to the nearest whole number, at a price of 94.28 pence per Ordinary Share.
This percentage assumes that valid tenders up to, or in excess of, the Maximum Tendered Ordinary Shares have been submitted by Qualifying Shareholders and accepted by the Company. If the Company, pursuant to paragraph 2.27 of Part V of this Circular, revises the aggregate value of the Tender Offer to less than the maximum amount of £17.5 million (and, therefore, less than the Maximum Tendered Ordinary Shares), then the Basic Entitlement percentage shall be proportionately scaled-down in accordance with paragraph 2.17 of Part V of this Circular.
Qualifying Shareholders may tender Ordinary Shares in excess of their Basic Entitlement and to the extent that other Qualifying Shareholders do not tender any of their Ordinary Shares or tender less than their Basic Entitlement of their shareholding may be able to realise their Excess Entitlement through the Tender Offer.
If the aggregate number of all validly tendered Ordinary Shares is more than the amount of the Maximum Tender Ordinary Shares and the Tender Offer is oversubscribed, then not all the Ordinary Shares validly tendered will be accepted and purchased. In these circumstances, the number of Ordinary Shares tendered by a Shareholder which will be accepted and purchased will be calculated in accordance with the terms and conditions of the Tender Offer as set out in paragraphs 2.15 to 2.18 of Part V of this Circular.
Yes, whether you hold your Ordinary Shares in CREST or in certificated form. If you hold your Ordinary Shares in certificated form, there is a space on the Tender Form for you to state how many Ordinary Shares you wish to tender, including whether you wish to tender Ordinary Shares in excess of your Basic Entitlement and up to your Excess Entitlement, or below your Basic Entitlement. If you hold your Ordinary Shares in CREST, you will need to state how many Ordinary Shares you wish to tender in the TTE Instruction submitted.
No. The Tender Offer is being made at the Tender Price, which is fixed.
No. You are not obliged to tender any of your Ordinary Shares. If you choose not to tender any Ordinary Shares, you will not receive any money under the Tender Offer. Your holding of Ordinary Shares will then be unaffected, save for the fact that, assuming successful completion of the Tender Offer and subsequent repurchase of Ordinary Shares by the Company, you will end up owning a greater percentage of the Issued Ordinary Share Capital after the Tender Offer and the subsequent repurchase of Ordinary Shares by the Company than you did before, as there will be fewer Ordinary Shares in issue after completion of the Tender Offer and subsequent repurchase and cancellation of Ordinary Shares by the Company.
You may vote in the General Meeting to pass the Tender Offer Resolution, even if you do not wish to tender any Ordinary Shares.
No. Ordinary Shares may not be tendered in the Tender Offer by guaranteed delivery.
What you receive will depend on the action that you take. If you decide to participate and some or all of your Ordinary Shares are successfully tendered in the Tender Offer, you will sell the successfully tendered Ordinary Shares and will receive cash proceeds for them. If you decide to keep your Ordinary Shares, you will not receive any money under the Tender Offer, but assuming successful completion of the Tender Offer and the associated repurchase of Ordinary Shares by the Company, you will end up owning a greater percentage of the Issued Ordinary Share Capital after the Tender Offer than you did before, as explained above.
You should consider whether you wish to vote in favour of the Tender Offer Resolution and whether you wish to tender all or any of your Ordinary Shares.
Whether or not you intend to attend the General Meeting, or to tender any Ordinary Shares in the Tender Offer, you are urged to complete, sign and return the Form of Proxy in accordance with the instructions printed thereon and in the notes to the Notice of General Meeting. To be valid, a Form of Proxy must be received by post or by hand (during normal business hours only) by the Company's Registrar at Computershare Investor Services PLC, Corporate Actions Projects, Bristol, BS99 6AH, as soon as possible and, in any event, not later than 11.30 a.m. on 9 May 2024 (or, in the case of an adjournment of the General Meeting, not later than 48 hours (excluding non-Business Days) before the time fixed for the holding of the adjourned meeting).
If you hold Ordinary Shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction (in accordance with the procedures set out in the CREST Manual) to the Registrar, under CREST Participant ID number 8RA25. Alternatively, you may give proxy instructions by logging onto www.euroclear.com and following the instructions. Proxies appointed electronically must be completed online as soon as possible and, in any event, so as to be received by no later than 11.30 a.m. on 9 May 2024 (or, in the case of an adjournment, not later than 48 hours (excluding non-Business Days) before the time fixed for the holding of the adjourned meeting).
If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged no later than 11.30 a.m. on 9 May 2024 (or, in the case of an adjournment, not later than 48 hours (excluding non-Business Days) before the time fixed for the holding of the adjourned meeting). Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.
Alternatively, you may appoint a proxy electronically at www.investorcentre.co.uk/exproxy using the Control Number, Shareholder Reference Number and PIN shown on your hard-copy proxy form.
The completion and return of a Form of Proxy, appointing a proxy electronically via www.investorcentre.co.uk/exproxy, the giving of a CREST Proxy Instruction or the completion of a Form of Proxy online or (for institutional investors only) by using the Proximity platform on www.proxymity.io will not preclude Shareholders from attending and voting in person at the General Meeting, or any adjournment thereof, (in each case, in substitution for their proxy vote) if they wish to do so and are so entitled.
If you hold your Ordinary Shares in certificated form and you wish to tender some or all of your Ordinary Shares, you should complete the Tender Form in accordance with the instructions printed on it and in Part V of this Circular and return it by post in the accompanying reply-paid envelope (for use in the UK only) or by hand (during business hours only) to Computershare Investor Services PLC, Corporate Actions Projects, Bristol, BS99 6AH, together with your share certificate(s) in respect of the Ordinary Shares tendered. If you hold your Ordinary Shares in uncertificated form and you wish to tender some or all of your Ordinary Shares, you should send a TTE Instruction and follow the procedures set out in Part V of this Circular in respect of tendering uncertificated Ordinary Shares.
Completed Tender Forms and/or TTE Instructions (as appropriate) must be received by Computershare Investor Services PLC, Corporate Actions Projects, Bristol, BS99 6AH by no later than 1.00 p.m. (UK time) on 10 May 2024 after which time Tender Forms and/or TTE Instructions (as appropriate) will be rejected (unless the Closing Date is extended).
The Tender Offer with respect to Ordinary Shares will close at 1.00 p.m. (UK time) on 10 May 2024 and no tenders received after that time will be accepted unless otherwise approved by Stifel (with the consent of the Company).
You should complete the Tender Form and send it, together with a letter of explanation to Computershare Investor Services PLC, Corporate Actions Projects, Bristol, BS99 6AH in accordance with the instructions in the Tender Form. You should then phone the Shareholder Helpline or write to Computershare Investor Services PLC asking for a letter of indemnity to be sent to you, which you should then complete in accordance with the instructions given and send back to Computershare Investor Services PLC immediately. Please note that the Tender Offer deadline of 1.00 p.m. (UK time) on 10 May 2024 will still apply in these circumstances and so you are encouraged to contact Computershare Investor Services PLC as soon as possible if you require a letter of indemnity.
Only if you provide instructions to your broker or other nominee to do so. You should follow the directions provided by your broker or other nominee regarding how to instruct your broker or other nominee to tender your Ordinary Shares. Without your specific instructions, your Ordinary Shares will not be tendered for purchase under the Tender Offer.
You can only withdraw or amend your tender of Ordinary Shares up until 1.00 p.m. (UK time) on 10 May 2024.
Under the expected timetable of events as set out in Part I of this Circular, it is anticipated that, for holders of Ordinary Shares in certificated form, a cheque would be despatched to you for the proceeds of any sale by 15 May 2024. CREST account holders would have their CREST accounts credited on or by 15 May 2024.
You will receive the cash in Pounds Sterling (£).
No. Neither the Company nor Stifel is imposing any fees on you in connection with the Tender Offer. If you own your Ordinary Shares through a bank, broker, dealer, trust company or other nominee and such nominee tenders your Ordinary Shares on your behalf, such nominee may charge you a fee for doing so. You should consult with your bank, broker, dealer, trust company or other nominee to determine whether any charges will apply.
Assuming the maximum amount of shares are repurchased by the Company, it is estimated that the total costs and expenses associated with the Tender Offer will be approximately £0.2 million including VAT and stamp duty, which will be paid and discharged by the Company.
For information on certain UK taxation consequences of the Tender Offer please see of Part VI of this Circular. This information is for guidance only and does not constitute tax advice. If you are in any doubt as to your tax position, or if you are subject to tax in a jurisdiction other than the UK, you should consult an independent professional adviser.
If you sell or transfer, or have sold or otherwise transferred all of your Ordinary Shares, please forward this Circular (but not the accompanying Tender Form and personalised Form of Proxy) at once to the purchaser or transferee or the agent through whom the sale or transfer was effected, for onward delivery to the purchaser or transferee (but not if such purchaser, transferee or agent is resident in a Restricted Jurisdiction). If you have sold part of your holding of Ordinary Shares, please retain these documents and contact the bank, stockbroker or other agent through whom the sale or transfer was effected as to the actions you should take. Do not forward your Tender Form or personalised Form of Proxy.
Shareholders resident outside the UK, or who are nationals or citizens of jurisdictions other than the UK, should read the additional information set out in paragraph 6 of Part V of this Circular headed Overseas Shareholders. For legal reasons, we are unable to offer Shareholders in a Restricted Jurisdiction the ability to participate in the Tender Offer.
The General Meeting of the Company will be held at 11.30 a.m. on 13 May 2024 to consider the Tender Offer Resolution, as explained further in the Notice of General Meeting in Part VIII of this Circular. If you have completed and returned the Form of Proxy enclosed with this Circular to Computershare Investor Services PLC, Corporate Actions Projects, Bristol, BS99 6AH or appointed a proxy by completing and transmitting a CREST Proxy Instruction to ID 8RA25, each so as to be received by no later than 11.30 a.m. on 9 May 2024 (or, in the case of an adjournment of the meeting, not later than 48 hours (excluding non-Business Days) before the time fixed for the holding of the adjourned meeting), you do not need to attend the General Meeting to have your vote counted.
The Tender Offer is conditional upon, among other matters, the passing of the Tender Offer Resolution at the General Meeting (as detailed in Part VIII of this Circular). If Shareholders do not vote to pass this resolution, then the Tender Offer will not proceed.
The Tender Offer is conditional upon the satisfaction of the Tender Conditions set out in paragraph 2.1 of Part V of this Circular. Should the Tender Conditions not be satisfied or waived by Stifel or the Company, as the case may be, then the Tender Offer will not proceed.
The Tender Offer will be implemented by means of on-market purchases by Stifel, which will, as principal, purchase the Ordinary Shares tendered (subject to the overall limit of the Tender Offer) at the Tender Price and, following completion of those purchases and in accordance with the Repurchase Agreement, sell them on to the Company at the Tender Price by way of an on-market transaction (all of these transactions will be carried out on the London Stock Exchange's Main Market).
It is the Company's intention to cancel the Ordinary Sharesthat are successfully tendered to Stifel and subsequently purchased by the Company pursuant to the Repurchase Agreement.
If you have read this Circular and accompanying documents and have any further questions about the Tender Offer and, or the General Meeting, please contact Computershare Investor Services PLC via telephone the Shareholder Helpline operated by Computershare Investor Services PLC on 0370 703 0388 or, if calling from outside the UK, on +44 0370 703 0388. 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. Lines are open between 08.30 – 17.30 Monday to Friday excluding public holidays in England and Wales. Calls may be recorded and randomly monitored for security and training purposes.
Please note that for legal reasons the Shareholder Helpline will not provide advice on the merits of the Tender Offer or Tender Offer Resolution or give any legal, financial, investment or taxation advice. For financial, investment or taxation advice, you should consult your own financial, investment or tax adviser.
Shareholders should consider carefully all of the information set out in this Circular including, in particular the risks described below, as well as their personal circumstances, prior to making any decision as to whether or not to tender Ordinary Shares in the Tender Offer.
There is no guarantee that the Tender Offer will take place. The Tender Offer is conditional on, among other things, the approval of the Tender Offer Resolution by Shareholders and will not proceed if any of the Tender Conditions are not satisfied or waived by Stifel or the Company (as the case may be) or if it is withdrawn by the Company at any point prior to the announcement of the results of the Tender Offer.
The approval of the Tender Offer Resolution requires not less than seventy-five per cent. (75%) of those voting at the General Meeting in person or by proxy to vote in favour of the Tender Offer Resolution. It is possible that the Tender Offer Resolution may not be passed by the requisite majority.
If the Tender Offer does not occur, the Group may have on its balance sheet £17.5 million of additional undeployed cash reserves. In such circumstances, the Board will consider all options available in relation to the return of value to Shareholders and, following such consideration, may present alternative proposals to Shareholders, taking into consideration the then prevailing market and economic conditions and other relevant factors at the relevant time. However, there is no guarantee that such return of value to Shareholders will be made, its timing and, or terms and conditions on which any such alternative return of value to Shareholders would be made.
Whilst the Tender Offer is being made at a significant premium to the market price of the Ordinary Shares as at the Latest Practicable Date, the market price of the Ordinary Shares may change during the course of the period that the Tender Offer is open. Therefore, it cannot be certain whether the Tender Price will be greater or less than the price at which the Ordinary Shares could be sold in the market at any time.
The impact on the market price of the Ordinary Shares as a result of the implementation of the Tender Offer cannot be predicted. In addition, the Company only publishes its net asset value as at 31 December and 30 June and the Tender Price may be above or below the next published net asset value.
Should the number of Ordinary Shares validly tendered under the Tender Offer be less than the maximum permitted under the terms of the Tender Offer and, subject to circumstances prevailing following completion of the Tender Offer (including the level of take up of the Tender Offer), the Board will consider alternative options regarding how best to return value to Shareholders, including by way of a share buy-back programme or distribution of dividends, taking into consideration the then prevailing market or economic conditions and other relevant factors at the relevant time. However, there is no guarantee that such return of cash to Shareholders will be made, its timing and, or terms and conditions on which any such alternative return of value to Shareholders would be made.
In particular, there is no guarantee that if such alternative proposal were to include the acquisition of Ordinary Shares to return value to Shareholders by way of a share buy-back or otherwise, that any such acquisition will be at a price equal to, or higher, than the Tender Price, as the maximum price for market purchases is linked to the market value of an Ordinary Share at the relevant time.
All Ordinary Shares validly tendered and accepted for purchase in the Tender Offer will be cancelled. To the extent that Ordinary Shares are tendered and accepted in the Tender Offer, the total volume of Ordinary Shares available for trading will be reduced by a corresponding amount. An equity security with a smaller volume of securities available for trading may command a lower price than would a comparable security with a greater trading volume. The reduced volume may also make the trading price of the Ordinary Shares more volatile. Consequently, the liquidity, market value and price volatility of Ordinary Shares not tendered in the Tender Offer could be adversely affected. There can be no assurance that the volumes of trading in the Ordinary Shares following the completion of the Tender Offer will match or exceed those prior to the Tender Offer and may be lower. In addition, a market expectation of a reduction in the total number of Ordinary Shares can itself give rise to one or more of the foregoing adverse consequences even prior to the completion of the Tender Offer and/or the announcement of the level of tendering into the Tender Offer.
Qualifying Shareholders that tender into the Tender Offer who either (a) tender in excess of their Basic Entitlement and part or all of such Excess Entitlement is accepted, or (b) tender any Ordinary Shares (including less than their Basic Entitlement) in circumstances where the maximum aggregate number of Ordinary Shares permitted to be tendered into the Tender Offer by all Qualifying Shareholders is not reached, will have their proportionate holding in the Company diluted.
Shareholders with significant holdings of Ordinary Shares that do not, or are not otherwise permitted to, tender any of their Ordinary Shares in the Tender Offer to the maximum level possible in circumstances where other Qualifying Shareholders do participate in the Tender Offer will see their proportionate holding in the Company increased, with a corresponding increase and possible concentration in the voting power of the Ordinary Shares held by such Shareholders. Such holders of significant holdings of Ordinary Shares could exercise their voting rights in a manner that is not aligned with the interests of other Shareholders. In addition, a decision to sell the Ordinary Shares by such a significant Shareholder could have a materially greater adverse effect on the price for Ordinary Shares (due to greater proportionate supply) following the completion of the Tender Offer.
Shareholders with a significant holding of Ordinary Shares should have regard to their obligations under Rule 9 of the Takeover Code. Having regard to the maximum number of Ordinary Shares that may be acquired and cancelled by the Company under the Tender Offer and the Repurchase Agreement and having regard to the interest in Ordinary Shares disclosed to the Company as at the Latest Practicable Date, the Board does not believe the provisions of Rule 9 will be triggered if Shareholders with existing material holdings in the Company do not participate in the Tender Offer (assuming they maintain their level of shareholding as at the Latest Practicable Date).
Shareholders who acquire further Ordinary Shares could potentially trigger obligations under Rule 9 and should therefore, before making such an acquisition, be aware of the potential maximum increase in their proportionate holding as a result of such an acquisition following the completion of the Tender Offer and the cancellation of the Ordinary Shares tendered.
Instruction has settled. None of the Company, Stifel, Computershare Investor Services PLC or any other person is or will be obliged to give notice of any defects or irregularities in any tender and none of them will incur any liability for failure to give any such notice. All tenders of Ordinary Shares held in certificated form must be made on the accompanying Tender Form, duly completed in accordance with the instructions set out below and on the Tender Form, as applicable (which constitute part of the terms of the Tender Offer). Such tenders will be valid only if the procedures contained in this Circular and in the Tender Form are complied with.
provided, however, that the Company shall, in each case, be entitled to exercise its discretion to adjust such scaling down as is necessary or expedient on the basis that the removal of any Shareholders in full from the Company's register of members would bring administrative cost saving to the Company and in recognition that Shareholders may not wish to hold small and uneconomic numbers of Ordinary Shares in the Company.
2.17 The Basic Entitlement is only relevant if the Tender Offer is oversubscribed, or taken up in full. Assuming full take up of the Tender Offer, tenders in respect of up to approximately 18.6 per cent. of each holding of Ordinary Shares of every Qualifying Shareholder on the Record Date will be accepted in full at the Tender Price and will not be scaled down.
This percentage assumes that valid tenders up to, or in excess of, the Maximum Tendered Ordinary Shares have been submitted by Qualifying Shareholders and accepted by the Company. If: (i) less than the Maximum Tendered Ordinary Shares have been validly tendered by Qualifying Shareholders; or (ii) the Company, pursuant to paragraph 2.27 of Part V of this Circular, revises the aggregate value of the Tender Offer to less than the maximum amount of £17.5 million (and, therefore, less than the Maximum Tendered Ordinary Shares), then the Basic Entitlement percentage shall be proportionately scaled-down in accordance with this paragraph 2.17, so that the Basic Entitlement is such percentage (%) as resulting from the (i) the total aggregate number of validly tendered Ordinary Shares that have been accepted by the Company pursuant to the Tender Offer; as a percentage of (ii) the Issued Share Capital of the Company at the Tender Record Offer Date.
Qualifying Shareholders may tender Ordinary Shares in excess of their Basic Entitlement. However, if the Tender Offer is oversubscribed, the tender of such Excess Entitlement will only be successful to the extent that other Shareholders have tendered less than their Basic Entitlement.
Offer will be determined by Stifel in its sole discretion, which determination shall be final and binding on all parties (except as otherwise required under applicable law).
such that the purchase of Ordinary Shares by Stifel may have adverse economic, operational, financial, and/or fiscal consequences for the Company or Shareholders as a whole and it renders (in the reasonable opinion of the Directors), the Tender Offer temporarily or permanently impractical or inadvisable (taking into account the background to and reasons for the Tender Offer), the Board may compel Stifel to terminate the Tender Offer. If the Tender Offer is terminated, the Company will make an announcement through a Regulatory Information Service and notify Shareholders in writing that such is the case.
If you hold Ordinary Shares in certificated form, you may only tender such Ordinary Shares by completing and returning the Tender Form in accordance with the procedure set out in paragraph 3.2 of this Part V. Additional Tender Forms are available from the Receiving Agent by telephone on 0370 703 0388 or, if calling from outside the UK, on +44 0370 703 0388.
If you hold Ordinary Shares in uncertificated form (that is, in CREST), you may only tender such Ordinary Shares by submitting a TTE Instruction in accordance with the procedure set out in paragraph 3.3 of this Part V and, if those Ordinary Shares are held under different account IDs, you should submit a separate TTE Instruction for each Member Account ID.
If you are in any doubt as to how to complete the Tender Form or as to the procedure for tendering Ordinary Shares, please contact the Receiving Agent by telephone on 0370 703 0388 or, if calling from outside the UK, on +44 0370 703 0388. Please note that calls will be monitored or recorded. The Receiving Agent will not provide advice on the Tender Offer or provide any personal, legal, financial or tax advice. You are reminded that, if you are a CREST sponsored member, you should contact your CREST sponsor before taking any action.
To tender your Ordinary Shares held in certificated form you must complete, sign and have witnessed the Tender Form.
The completed, signed and witnessed Tender Form should be sent by post in the accompanying replypaid envelope (for use in the UK only) along with the relevant share certificate(s) and/or other document(s) of title to the Receiving Agent at Computershare Investor Services PLC, Corporate Actions Projects, Bristol, BS99 6AH as soon as possible and, in any event, so as to be received by no later than 1.00 p.m. on 10 May 2024. Stifel shall be entitled (at their sole discretion) to accept late Tender Forms. No acknowledgement of receipt of documents will be given.
The completed and signed Tender Form should be accompanied by the relevant share certificate(s) and/or other document(s) of title.
If your share certificate(s) and/or other document(s) of title are not readily available (for example, if they are with your stockbroker, bank or other agent) or are lost, the Tender Form should nevertheless be completed, signed and returned as described above so as to be received by the Receiving Agent at Computershare Investor Services PLC, Corporate Actions Projects, Bristol, BS99 6AH by no later than 1.00 p.m. on 10 May 2024 together with any share certificate(s) and/or other document(s) of title you may have available, accompanied by a letter of explanation stating that the (remaining) share certificate(s) and/or other document(s) of title will be forwarded as soon as possible thereafter and, in any event, by no later than 1.00 p.m. on 10 May 2024. The Receiving Agent will effect such procedures as are required to transfer your Ordinary Shares to Stifel under the Tender Offer. You should also ask the Company's Registrar by telephone number +44 0370 703 0388 or write to the Registrar at Computershare Investor Services PLC, c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ for a letter of indemnity in respect of the share certificate(s) which, when completed in accordance with the instructions given, should be returned to the Receiving Agent so as to be received by no later than 1.00 p.m. on 10 May 2024.
By signing a Tender Form, Qualifying Shareholders will be deemed to have instructed Stifel to issue a contract note to the Receiving Agent on behalf of such Qualifying Shareholders and to remit the cash consideration to the Receiving Agent with instructions that such consideration be remitted in accordance with the instructions set out in the Tender Form.
To tender your Ordinary Shares held in uncertificated form, you should take (or procure to be taken) the action set out below.
Ordinary Shares in uncertificated form to be tendered should be transferred (by means of a TTE Instruction) to an escrow balance, specifying Computershare Investor Services PLC (in its capacity as a CREST receiving agent under its Participant ID and Member Account ID referred to below) as the escrow agent, as soon as possible and, in any event, so that the transfer to the relevant escrow account settles by no later than 1.00 p.m. on 10 May 2024. Stifel shall be entitled (at their sole discretion) to accept late transfers to escrow.
If you are a CREST sponsored member, you should refer to your CREST sponsor before taking any action. Your CREST sponsor will be able to confirm details of your Participant ID and the Member Account ID under which your Ordinary Shares are held. In addition, only your CREST sponsor will be able to send a TTE Instruction to Euroclear in relation to the Ordinary Shares which you wish to tender. You should send (or, if you are a CREST sponsored member, procure that your CREST sponsor sends) a TTE Instruction to Euroclear, which must be properly authenticated in accordance with Euroclear's specification and which must contain, in addition to other information that is required for the TTE Instruction to settle in CREST, the following details:
After settlement of the TTE Instruction, you will not be able to access the Ordinary Shares concerned in CREST for any transaction or for charging purposes, notwithstanding that they will be held by the Receiving Agent as your agent until completion, termination or lapsing of the Tender Offer. If the Tender Offer becomes unconditional, the Receiving Agent will transfer the Ordinary Shares which are accepted for purchase to Stifel.
You are recommended to refer to the CREST Manual published by Euroclear for further information on the CREST procedures outlined above.
You should note that Euroclear does not make available special procedures in CREST for any particular corporate action. Normal system timings and limitations will therefore apply in connection with a TTE Instruction and its settlement. You should therefore ensure that all necessary action is taken by you (or by your CREST sponsor) to enable a TTE Instruction relating to your Ordinary Shares to settle prior to 1.00 p.m. on 10 May 2024. In this regard, you are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. Stifel shall be entitled (at their discretion) to accept late TTE Instructions to settle.
An appropriate announcement will be made if any of the details contained in this paragraph 3.3 are altered.
Normal CREST procedures (including timings) apply in relation to any Ordinary Shares that are, or are to be, converted from uncertificated to certificated form, or from certificated to uncertificated form, during the course of the Tender Offer (whether such conversion arises as a result of a transfer of Ordinary Shares or otherwise). Shareholders who are proposing to convert any such Ordinary Shares are recommended to ensure that the conversion procedures are implemented in sufficient time to enable the person holding or acquiring Ordinary Shares as a result of the conversion to take all necessary steps in connection with such person's participation in the Tender Offer (in particular, as regards delivery of share certificate(s) and/or other document(s) of title or transfers to an escrow balance as described above) prior to 1.00 p.m. on 10 May 2024.
Stifel reserves the right to treat as valid only Tender Forms which are received entirely in order by 1.00 p.m. on 10 May 2024 and which are accompanied by the relevant share certificate(s) and/or other document(s) of title or a satisfactory indemnity in lieu thereof in respect of the entire number of Ordinary Shares tendered.
An appropriate announcement will be made if any of the details contained in this paragraph 3.7.1 are altered.
A Tender Form which is received in respect of Ordinary Shares held in uncertificated form will not constitute a valid tender and will be disregarded. Qualifying Shareholders holding Ordinary Shares in uncertificated form who wish to tender such Ordinary Shares should note that a TTE Instruction will be a valid tender as at 10 May 2024 only if it has settled on or before 1.00 p.m. on that date.
An appropriate announcement will be made if any of the details contained in this paragraph 3.7.2 are altered.
Notwithstanding the completion of a valid Tender Form or settlement of a TTE Instruction, as applicable, the Tender Offer may lapse in accordance with the conditions of this Circular.
The decision of Stifel as to which Ordinary Shares have been validly tendered shall be conclusive and binding on all Shareholders. The decision of the Company as to the results of the Tender Offer (including, without limitation, the basis on which tenders in excess of the Basic Entitlement are satisfied, scaled back or rounded down, as the case may be) shall be final and binding on all Shareholders.
If you are in any doubt as to how to complete the Tender Form or as to the procedure for making an Electronic Tender please contact Computershare Investor Services PLC or the Shareholder Helpline. You are reminded that, if you are a CREST sponsored member, you should contact your CREST sponsor before taking any action.
Shareholders should note that, once tendered, Ordinary Shares may not be sold, transferred, charged or otherwise disposed of.
Each Shareholder by whom or, as applicable, on whose behalf, a Tender Form is executed and lodged, including a Tender Form which is treated by Stifel as valid, irrevocably undertakes, represents, warrants and agrees to and with Stifel (so as to bind him, his personal representatives, heirs, successors and assigns) that:
by Stifel, Stifel will acquire such Ordinary Shares with full title guarantee and free from all liens, charges, encumbrances, equitable interests, rights of pre-emption or other third party rights of any nature and together with all rights attaching thereto, including the right to receive all dividends and other distributions declared, paid or made after that date;
Each Shareholder to which this paragraph 4.1 applies hereby consents to the assignment by Stifel of all such benefit as Stifel may have in any covenants, representations and warranties in respect of the Ordinary Shares which are successfully tendered under the Tender Offer.
A reference in this paragraph 4.1 to a Shareholder includes a reference to the person or persons executing a Tender Form and in the event of more than one person executing a Tender Form, the provisions of this paragraph 4.1 will apply to them jointly and severally.
Each Shareholder to which this paragraph 4.2 applies hereby consents to the assignment by Stifel of all such benefit as Stifel may have in any covenants, representations and warranties in respect of the Ordinary Shares which are successfully tendered under the Tender Offer.
Settlement of the consideration to which any Shareholder is entitled pursuant to valid tenders accepted by Stifel will be made by the despatch of cheques or CREST messages as follows:
Where an accepted tender relates to Ordinary Shares held in certificated form, cheques for the consideration due will be despatched by Computershare Investor Services PLC (on behalf of Stifel) by or on 15 May 2024 by first class post to the person or agent whose name and address (outside a Restricted Jurisdiction) is set out in section 1 on page 3, or section 5 on page 3, as applicable, of the Tender Form or, if none is set out, to the registered address of the tendering Shareholder or, in the case of joint holders, the registered address of the first named Shareholder. All payments will be made in Pounds Sterling (£) by cheque, drawn on a branch of a UK clearing bank. Share certificates related to any remaining certificated holding of Ordinary Shares will be despatched to the registered address of the tendering Shareholder by first class post.
Where an accepted tender relates to Ordinary Shares held by Shareholders in uncertificated form, the consideration due will be paid by or on 15 May 2024 through CREST by Computershare Investor Services PLC (on behalf of Stifel) procuring the creation of a payment obligation in favour of the payment banks of tendering Shareholders in accordance with the CREST payment arrangements.
The publication and delivery of this Circular shall not under any circumstances create any implication that the information contained herein is correct as of any time subsequent to the date hereof, or that there has been no change in the information set forth herein or in the affairs of the Company since the date hereof.
Except as contained in this document, no person has been authorised to give any information or make any representations with respect to the Company or the Tender Offer and, if given or made, such other information or representations should not be relied on as having been authorised by the Company or Stifel.
Neither the Company nor Stifel shall have any liability to any person as a result of exercising, or not exercising, any discretion conferred on them or either of them in accordance with the terms and conditions of the Tender Offer.
The provisions of the Contracts (Rights of Third Parties) Act 1999 do not apply to this Circular or the Tender Form.
The following comments do not constitute tax advice and are intended only as a general guide to current United Kingdom law and H.M. Revenue & Customs' published practice (which are both subject to change at any time, possibly with retrospective effect, and the latter of which cannot necessarily be relied upon). They relate only to certain limited aspects of the United Kingdom taxation treatment of Shareholders who are resident and, if individuals, domiciled in (and only in) the United Kingdom for United Kingdom tax purposes, and who are, and will be, the beneficial owners of their Ordinary Shares and who hold, and will hold, their Ordinary Shares as investments (and not as assets to be realised in the course of a trade, profession or vocation). They may not relate to certain categories of Shareholders, such as dealers in securities or Shareholders who have (or are deemed to have) acquired their Ordinary Shares by virtue of an office or employment. Shareholders are advised to take independent advice in relation to the tax implications for them of selling Ordinary Shares pursuant to the Tender Offer.
Shareholders who are in any doubt about their tax position, or who are resident or otherwise subject to taxation in a jurisdiction outside the United Kingdom, should consult their own professional advisers without delay.
The sale of Ordinary Shares by a Shareholder to Stifel pursuant to the Tender Offer should be treated as a disposal of those Ordinary Shares for United Kingdom tax purposes. This may, subject to the Shareholder's individual circumstances and any available exemption or relief, give rise to a chargeable gain (or allowable loss) for the purposes of United Kingdom capital gains tax ("CGT") or corporation tax.
For a Shareholder who is an individual, the amount of CGT payable, if any, as a consequence of the sale of Ordinary Shares will depend on his or her own personal tax position. Broadly, a Shareholder who realises a gain on the disposal of his or her Ordinary Shares will only pay tax on that part of the aggregate amount of all taxable gains arising in a given year, including any gains made on the sale of Ordinary Shares, which exceeds the annual exemption (£3,000 for the tax year 2024/2025) ("Taxable Excess Gains"). Such a Shareholder whose total taxable income in a given year, when aggregated with Taxable Excess Gains ("Total Taxable Gains and Income"), is less than or equal to the upper limit of the income tax basic rate band applicable in respect of that tax year, currently £50,270, (the "Band Limit") will normally be subject to CGT at a rate of ten per cent. (10%) in respect of his or her Taxable Excess Gains (including any gain arising on the sale of his or her Ordinary Shares. A Shareholder whose Total Taxable Gains and Income are more than the Band Limit will normally be subject to CGT at a rate of ten per cent. (10%) in respect of any Taxable Excess Gains (to the extent that, when added to the Shareholder's other taxable gains and taxable income, the gain is less than or equal to the Band Limit) and at a rate of twenty per cent. (20%) in respect of the remainder.
A corporate Shareholder is normally taxable on all of its chargeable gains, subject to any reliefs and exemptions. Corporate Shareholders should be entitled to indexation allowance up to December 2017.
Under the provisions of Part 15 of the Corporation Tax Act 2010 (for companies subject to corporation tax) and Chapter 1 of Part 13 of the Income Tax Act 2007 (for individuals and others subject to income tax), H.M. Revenue & Customs can in certain circumstances counteract tax advantages arising in relation to a transaction or transactions in securities.
If these provisions were to be applied by H.M. Revenue & Customs to the Tender Offer, Shareholders may be liable to corporation tax or income tax (as the case may be) as if they had received an income amount rather than a capital amount.
These rules apply only in certain circumstances and do not apply where it can be shown that the transaction in question was entered into for genuine commercial reasons and did not involve as one of its main objects the obtaining of a corporation tax or income tax advantage. No application has been made to H.M. Revenue & Customs for clearance in respect of the application of Part 15 of the Corporation Tax Act 2010 or Chapter 1 of Part 13 of the Income Tax Act 2007 to the Tender Offer. Shareholders are advised to take independent advice as to the potential application of the above provisions in light of their own particular motives and circumstances.
The sale of Ordinary Shares pursuant to the Tender Offer will not give rise to any liability to stamp duty or SDRT for the selling Shareholder. Stamp duty at a rate of zero point five per cent. (0.5%) on the Ordinary Shares purchased, rounded up to the nearest £5 if necessary, will be payable by the Company on its purchase of Ordinary Shares from Stifel.
The following definitions apply throughout this document:
| Act | the Companies Act 2006, as amended from time to time |
|---|---|
| Articles or Articles of association |
the articles of association of the Company, as amended from time to time |
| Basic Entitlement | has the meaning given to that term in paragraph 2.5of Part II of this Circular (as calculated in accordance with the terms of paragraph 2.17 of Part V of this Circular) |
| Board or Board of Directors or Directors |
the directors of the Company as at the date of this Circular, whose names are set out on page 6 of this Circular |
| Business Day | any day other than a Saturday, Sunday or public holiday on which banks are open in the City of London for the transaction of general commercial business |
| certificated form or certificated | in relation to a share, a share, title to which is recorded in the relevant register of the share concerned as being held in certificated form (that is, not in CREST) |
| Circular | this document |
| Closing Date | 10 May 2024 or such other date as may be determined in accordance with paragraph 2.28 of Part V of this Circular in relation to the Tender Offer |
| Company | Aquila Energy Efficiency Trust PLC, a public limited company incorporated in England with registered number 13324616 and registered office at 6th Floor, 125 London Wall, London EC2Y 5AS, United Kingdom |
| Computershare Investor Services PLC |
Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6AH, as Registrar and Receiving Agent |
| CREST | the paperless settlement procedure operated by Euroclear enabling system securities to be evidenced otherwise than by certificates and transferred otherwise than by written instrument |
| CREST Manual | the rules governing the operation of CREST as published by Euroclear |
| CREST Member | a person who has been admitted by Euroclear as a system member (as defined in the CREST Regulations) |
| CREST Participant | a person who is, in relation to CREST, a system participant (as defined in the CREST Regulations) |
| CREST Proxy Instruction | a proxy appointment or instruction made via CREST authenticated in accordance with Euroclear's specifications and containing the information set out in the CREST Manual |
|---|---|
| CREST Regulations | the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended from time to time |
| CREST sponsor | a CREST Participant admitted to CREST as a CREST sponsor, being a sponsoring system participant (as defined in the CREST Regulations) |
| CREST sponsored member | a CREST Member admitted to CREST as a sponsored member |
| Disclosure and Transparency Rules |
the Disclosure Guidance and Transparency Rules of the FCA made under Part VI of FSMA, as amended from time to time |
| Distribution | any dividend or other distribution on or in respect of the Ordinary Shares of the Company and references to a Distribution being paid include a distribution not involving a cash payment being made |
| Electronic Tender | the inputting and settlement of a TTE Instruction in accordance with the procedures set out in Part V of this Circular which constitutes or is deemed to constitute a tender of Ordinary Shares pursuant to and on the terms of the Tender Offer as set out in this Circular |
| Euroclear | Euroclear UK & International Limited, the operator of CREST |
| Excess Entitlement | has the meaning given to that term in paragraph 1of Part II of this Circular |
| FCA | the Financial Conduct Authority of the United Kingdom |
| Form of Proxy | (a) the hard copy proxy form accompanying this Circular; or (b) the electronic proxy form to appointed a proxy electronically using the link www.investorcentre.co.uk/eproxy, or (for institutional investors only) by using the Proximity platform on www.proxymity.io to be used in connection with the General Meeting and to be completed and submitted in accordance with the instructions thereof and the terms and conditions of this Circular (including the notes to the Notice of the General Meeting set out in Part VIII of this Circular) |
| FSMA | Financial Services and Markets Act 2000, as amended from time to time |
| General Meeting | the general meeting of the Company to be held at the offices of the Company Secretary, 6th Floor, 125 London Wall, London EC2Y 5AS, United Kingdom, at 11.30 a.m. on 13 May 2024, or any adjournment thereof, notice of which is set out in Part VIII of this Circular |
| Group | the Company and its subsidiaries and subsidiary undertakings |
| Issued Ordinary Share Capital | the issued Ordinary Shares in the capital of the Company at the Tender Offer Record Date |
| Latest Practicable Date | 18 April 2024, being the latest practicable date prior to the publication of this Circular |
|---|---|
| Listing Rules | the listing rules made by the FCA under Part VI of FSMA, as amended from time to time and contained in the FCA's publication of the same name |
| London Stock Exchange | London Stock Exchange PLC |
| MAR | the Market Abuse Regulation (EU) 5964/2014, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018), and as subsequently amended |
| Member Account ID | the identification code or number attached to any member account in CREST |
| Notice of General Meeting | the notice of the General Meeting which appears in Part VIII of this Circular |
| Ordinary Shares | the Ordinary Shares of £0.01 each in the capital of the Company |
| Overseas Shareholders | a Shareholder who is a resident in, or a national or citizen of, a jurisdiction outside the United Kingdom |
| Participant ID | the identification code or membership number used in CREST to identify a particular CREST Member or other CREST Participant |
| Qualifying Shareholder | Shareholders who are entitled to participate in the Tender Offer, being those who are on the Register on the Tender Offer Record Date and excluding those with a registered address in a Restricted Jurisdiction |
| Register | the Company's register of members |
| Registrar and Receiving Agent | Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6AH |
| Regulatory Information Service | a service approved by the FCA for the distribution to the public of regulatory announcements and included within the list maintained on the FCA's website |
| Repurchase Agreement | the Repurchase Agreement, dated 19 April 2024, between Stifel and the Company for the purchase by the Company of the Ordinary Shares purchased by Stifel pursuant to the Tender Offer |
| Restricted Jurisdiction | the: (i) USA, Brazil and the Republic of South Africa and any other jurisdiction where the mailing of this Circular or the accompanying documents, or the extension of the Tender Offer, in the manner contemplated by this Circular into or inside such jurisdiction would constitute a violation of the laws of such jurisdiction; or (ii) any country, region or territory which is the subject of Sanctions (including, without |
| limitation, Cuba, Iran, North Korea, Syria, Russia, the Crimea Region of Ukraine, the so-called Donetsk People's Republic and the so-called Luhansk People's Republic) |
|
|---|---|
| Sanctions | any sanctions administered or enforced by the US Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of Treasury of the U.S. Department of State, and including, without limitation, the designation of a "specially designated national" or "blocked person"), the United Nations Security Council, the European Union, His Majesty's Treasury, or other relevant competent governmental or regulatory authority, institution or agency which administers economic, financial and/or trade sanctions |
| Shareholder Helpline | the helpline operated by Computershare Investor Services PLC available to Shareholders in connection with the Tender Offer in respect of Ordinary Shares |
| Shareholders | the holders of the Ordinary Shares from time to time |
| Stifel | Stifel Nicolaus Europe Limited |
| Subsidiary | a subsidiary as that term is defined in section 1159 of the Companies Act 2006 |
| Takeover Code | the City Code on Takeovers and Mergers |
| Tender Conditions | shall have the meaning given in paragraph 2.1 of Part V of this Circular |
| Tender Form | the form enclosed with this Circular for use by Shareholders who hold Ordinary Shares in certificated form in connection with the Tender Offer |
| Tender Offer | the invitation to Shareholders to tender Ordinary Shares on the terms and conditions set out in this Circular and also, in the case of certificated Ordinary Shares only, the Tender Form (and, where the context so requires, the associated repurchase of such Ordinary Shares by the Company from Stifel) |
| Tender Offer Record Date or Record Date |
close of business (6.00 p.m., UK time) on 10 May 2024 or such other time and date as may be determined by the Company in its sole discretion in the event that the Closing Date is altered in accordance with paragraph 2.28 of Part V of this Circular |
| Tender Offer Resolution | the special resolution to be proposed at the General Meeting, as set out in the Notice of General Meeting |
| Tender Price | 94.28 pence being the price per Ordinary Share at which Ordinary Shares will be purchased pursuant to the Tender Offer |
| TFE Instruction | a transfer from escrow instruction (as defined by the CREST Manual) |
| TTE Instruction | a transfer to escrow instruction (as defined by the CREST Manual) |
|---|---|
| uncertificated form | recorded on the register as being held in uncertificated form in CREST and title to which, by virtue of the Uncertified Securities Regulations, may be transferred by means of CREST |
| United Kingdom or UK | United Kingdom of Great Britain and Northern Ireland |
| United States or USA | the United States of America, its territories and possessions, any State of the United States, and the District of Columbia. |
(incorporated and registered in England and Wales with registered number 13324616)
NOTICE IS HEREBY GIVEN that a general meeting of Aquila Energy Efficiency Trust PLC (the "Company") will be held at 11.30 a.m. on 13 May 2024 at the offices of the Company Secretary, 6th Floor, 125 London Wall, London EC2Y 5AS, United Kingdom for the purpose of considering and, if thought fit, passing the following resolution, which will be proposed as a special resolution.
THAT, in addition to the authority granted for the purpose of section 701 of the Companies Act 2006 pursuant to resolution 10 at the annual general meeting of the Company held on 14 June 2023, and any renewed, substituted or varied authority that may be approved at the next annual general meeting of the Company to be held on 12 June 2024 (or as adjourned), the Company be and is hereby generally and unconditionally authorised in accordance with section 701 of the Companies Act 2006 to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of Ordinary Shares of £0.01 each in the capital of the Company ("Ordinary Shares"), in connection with a tender offer for Ordinary Shares on the terms set out or referred to in the circular to the Company's shareholders dated 19 April 2024 (a copy of which is produced to the meeting and signed for identification purposes by the Chair of the meeting) ("Tender Offer"), provided that:
Dated: 19 April 2024
By order of the Board Registered office: Aquila Energy Efficiency Trust PLC 6th Floor 125 London Wall London England EC2Y 5AS United Kingdom
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