Wrap Text
Recommended Takeover Offer
IPSA GROUP PLC
(Incorporated and registered in England and Wales)
(Registration Number 5496202)
AIM Share Code IPSA ISIN GB00BOCJ3F01
JSE Share Code IPS ISIN GB00BOCJ3F01
("IPSA" or "the Company")
Recommended Takeover Offer
IPSA announces that an offer for the entire issued share capital of the Company from
an unlisted UK entity, Encor Power PLC (“Encor”). The offer is a share for share
swap, whereby accepting shareholders will receive new ordinary shares of Encor
(“Encor Shares”) for their IPSA shares (the “Offer”). A full copy of the Offer
announcement is appended to this announcement. A copy of the Offer circular is
available for review on the Company’s website at www.ipsagroup.co.uk/investors.
The timetable for the Offer is as follows:
Announcement 27th April 2017
Offer document posted 25th May 2017
Last day to trade for First Closing 12th June 2017
First Closing and Record date 15th June 2017 at 14:00 (SA time)
Expected Second Closing 29th June 2017
The Directors of the Company have arranged for the time for acceptance of the offer
to be extended to the Expected Second Closing date in the event that the Offer is
declared unconditional as to acceptances on 15th June 2017. Given that the Offer is
a share for share swap with no cash alternative, the Directors believe that it will
remain open for so long as it is necessary to obtain acceptances from all
shareholders of the Company.
Holders of dematerialized shares should contact their CSDP Agent to accept the
offer. Holders of shares in certificated form should contact Computershare Investor
Services Pty. Limited, PO Box 61051 Marshalltown 2107 South Africa.
This announcement to South African shareholders is being made without having yet
received formal approval from the South African Reserve Bank (“SARB”) regarding
the Offer. The Company shall release a further SENS announcement once SARB
approval for the Offer has been obtained. However, all South African shareholders
who wish to accept the Offer should contact the Company. It is anticipated that Encor
will list on the London Stock Exchange before the end of July 2017.
For further information contact:
Peter Earl, CEO +44 20 7793 5600
IPSA Group PLC
Designated advisor
PSG Capital
9 June 2017
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
THAT JURISDICTION
27 April 2017
Recommended Share Offer
by
Encor Power PLC (“Encor” or the “Offeror”)
for
IPSA Group PLC (“IPSA” or the “Company”)
The Independent Director of IPSA Group PLC and the Board of Encor announce that they
have reached an agreement on the terms of a recommended offer to be made by Encor for
the entire issued ordinary share capital of IPSA (the “Offer”)
Summary of the Offer
- Under the terms of the Offer, IPSA Shareholders will be entitled to receive 0.62 New
Encor Shares for each IPSA Share.
- The Offer values the entire issued share capital of the Company at approximately
£2m on the basis of an implied value of £0.03 per New Encor Share.
- The Offer values each IPSA Share at c.£0.019 which represents a premium of
approximately 33 per cent. to the closing price of £0.014 per IPSA Share as at the
close of business on 15 September 2015, being the last date on which the IPSA
Shares were traded on AIM.
- The Independent Director of the Company, being Susan Laker, has considered the
Offer and, given that Shareholders who do not accept the Offer may not see
dividends or other returns of capital and may have no other effective opportunity to
sell their Ordinary Shares following IPSA’s delisting from AIM, is recommending
Shareholders to accept the Offer.
- The Independent Director, who has been so advised by Optiva Securities Limited
(“Optiva”) on the financial terms of the Offer, considers the terms of the Offer to be
fair and reasonable. In providing its advice to the Independent Director, Optiva has
taken into account the commercial assessments of the Independent Director.
Optiva is providing independent financial advice to the Independent Director for the
purposes of Rule 3 of the Code.
- The Offer will be conditional upon, amongst other things, Encor receiving valid
acceptances (which have not been withdrawn) in respect of and/or having otherwise
acquired IPSA Shares which represent not less than 50.1 per cent. in nominal value
of IPSA Shares to which the Offer relates and of the voting rights attached to those
shares.
- Irrevocable undertakings to accept the Offer have been received by Encor from both
IPSA Directors in respect of, in aggregate, 2,400,000 IPSA Shares, representing
approximately 2.23 per cent. of the share capital of IPSA in issue on 26 April 2017
(being the last Business Day prior to the date of this Announcement). Each of the
IPSA Directors’ irrevocable undertakings are binding.
- In addition, Irrevocable undertakings to accept the Offer have been received by
Encor from Sterling Trust Limited (in administration), WH Ireland Nominees Limited,
Mr S Hargrave, Ms E Shaw and Technology Finance Limited in respect of
50,923,225 IPSA Shares in aggregate, representing approximately 47.37 per cent.
of the share capital of IPSA in issue on 26 April 2017 (being the last Business Day
prior to the date of this Announcement). Each of these irrevocable undertakings is
binding.
- Accordingly, Encor has received irrevocable undertakings to accept the Offer over,
in aggregate, 53,323,225 IPSA Shares, representing approximately 49.60 per cent.
of the share capital of IPSA in issue on 26 April 2017 (being the last Business Day
prior to the date of this Announcement).
Commenting on the Offer, Mr Edward Cowdery, Chief Executive of Encor Power, said: “We
are delighted to be bringing together the long established expertise of IPSA with Encor
Power’s innovative approach to the delivery of grid services to the UK energy market.”
Commenting on the Offer, Peter Earl, CEO of IPSA, said: “We believe that this offer provides
IPSA shareholders with a rapid route to liquidity and value for their shares as part of a larger
power development group with an exciting portfolio of projects in the United Kingdom, a less
unpredictable market than that of South Africa where IPSA has suffered many setbacks over
the last ten years. The offer permits Encor shareholders to benefit from IPSA’s own
international power development experience so that lessons learned through past
developments overseas may benefit the enlarged group in the future.”
The Offer will be subject to the Conditions and certain further terms of the Offer set out
in Appendix I to this Announcement. Appendix II sets out the sources of information
and bases of calculations used in this Announcement. Appendix III contains details of
the irrevocable undertakings given to Encor. Appendix IV contains the definitions of
certain terms used in this summary and in the full text of this Announcement.
The above summary should be read in conjunction with, and is subject to, the full text
of this announcement and the Appendices.
The Offer Document will be posted as soon as practicable and in any event within 28 days
from the date of this Announcement, unless otherwise agreed with the Panel, other than to
certain Overseas IPSA Shareholders in a Restricted Jurisdiction in the circumstances
permitted under the Code or in accordance with any dispensation given by the Panel. The full
terms of and conditions to the Offer will be set out in the Offer Document and the Form of
Acceptance. In deciding whether or not to accept the Offer, IPSA Shareholders should rely
solely on the information contained in, and follow the procedures set out in, the Offer
Document and Form of Acceptance.
Enquiries:
Encor Power plc
Edward Cowdery Tel. +44 (0) 20 3621 8310
IPSA Group plc
Peter Earl Tel. +44 (0)20 7793 5600
Optiva Securities Limited (Financial Adviser to
IPSA)
Jonathan Brown Tel. +44 (0) 20 3137 1902
Responsibility Statements
Encor
The Encor Directors (including those who may have delegated detailed supervision of the
preparation of this announcement) have taken all reasonable care to ensure that the facts
stated and all opinions expressed in this announcement (other than any information relating to
IPSA or any opinion expressed by IPSA) are fair and accurate and no material facts have
been omitted from this announcement, the omission of which would make any statement in
this announcement misleading, and they jointly and severally accept responsibility
accordingly.
Where any information has been extracted from published, publicly available sources or
obtained from IPSA, the sole responsibility of the Encor Directors has been to ensure that,
through reasonable enquiries, such information is accurately extracted from such sources or,
as the case may be, reflected or reproduced in this announcement. The Encor Directors do
not accept any responsibility for any information relating to or opinions expressed by IPSA.
IPSA
The IPSA Directors (including those who may have delegated detailed supervision of the
preparation of this announcement) have taken all reasonable care to ensure that the facts
stated and all opinions expressed in this announcement (other than any information relating to
Encor or any opinion expressed by Encor) are fair and accurate and no material facts have
been omitted from this announcement, the omission of which would make any statement in
this announcement misleading, and they jointly and severally accept responsibility
accordingly.
Where any information has been extracted from published, publicly available sources or
obtained from Encor, the sole responsibility of the IPSA Directors has been to ensure that,
through reasonable enquiries, such information is accurately extracted from such sources or,
as the case may be, reflected or reproduced in this announcement. The IPSA Directors do not
accept any responsibility for any information relating to or opinions expressed by Encor.
Further information
This announcement is not intended to and does not constitute or form part of any offer to sell
or to subscribe for or buy or an invitation to purchase or subscribe for any securities in any
jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer
of securities in any jurisdiction in contravention of applicable law. The Offer will be made
solely pursuant to the Offer Document which will contain further information in relation to the
Acquisition and, together with the Forms of Acceptance, will contain the full terms and
conditions of the Offer. Any decision in respect of, or other response to, the Acquisition should
be made only on the basis of the information contained in the Offer Document.
This announcement does not constitute a prospectus or prospectus equivalent document.
The Executive has granted IPSA and Encor a dispensation from the requirements under the
Code that announcements must be published via a Regulatory Information Service (“RIS”).
Encor and IPSA are instead required to publish all announcements on IPSA’s website at
www.ipsagroup.co.uk. No announcements other than this announcement will be sent in hard
copy form to IPSA shareholders. The Executive has also granted a dispensation from the
requirements in Note 3 on Rule 8 of the Code that disclosures made under Rule 8 of the
Code must be made to a RIS. Therefore, any Opening Position Disclosures and Dealing
Disclosures required under Rule 8 of the Code may be made to Encor by email to
pearl@indpow.co.uk and will be published on IPSA’s website at www.ipsagroup.co.uk A copy
must also be sent to the Panel’s Market Surveillance Unit by email
(monitoring@disclosure.org.uk).
In accordance with Rule 2.10 of the Code, the current issued share capital of the Company
comprises 107,504,081 Ordinary Shares of £0.02 each. These shares are not admitted to
trading on any public market since being delisted from AIM on 16 September 2016.
Overseas jurisdictions
The laws of relevant jurisdictions may affect the availability of the Offer to persons who are
not citizens or nationals of the United Kingdom. Persons who are not resident in the United
Kingdom, or who are citizens or nationals of a jurisdiction outside of the United Kingdom,
should inform themselves about and observe any applicable legal and regulatory
requirements. Any failure to comply with the laws and regulatory requirements of the relevant
jurisdiction may constitute a violation of the securities laws of such jurisdiction.
Unless otherwise determined by the Offeror or required by the Code and permitted by
applicable law and regulation, the Offer will not be made, directly or indirectly, in or into, or by
the use of the mails of, or by any means or instrumentality (including, without limitation, by
mail, telephonically or electronically by way of internet or otherwise) of interstate or foreign
commerce of, or by any facilities of a national, state or other securities exchange of, any
Restricted Jurisdiction, and the Offer may not be accepted by any other such use, means,
instrumentality or facility from or within any Restricted Jurisdiction. Accordingly, unless
otherwise determined by the Offeror or required by the Code and permitted by applicable law
and regulation, copies of this announcement, the Offer Document, the Form of Acceptance
and any other documents related to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted
Jurisdiction. All persons receiving this announcement (including, without limitation,
custodians, nominees and trustees) should observe these restrictions and any applicable
legal or regulatory requirements of their jurisdiction and must not mail or otherwise forward,
send or distribute this announcement in, into or from any Restricted Jurisdiction.
The release, publication or distribution of this announcement, the Offer Document and the
Form of Acceptance in jurisdictions other than the United Kingdom may be restricted by law
and/or regulation and therefore any persons who are subject to the laws and regulations of
any jurisdiction other than the United Kingdom should inform themselves about, and observe,
any applicable requirements. This announcement has been prepared in accordance with
English law and the Code and the information disclosed may not be the same as that which
would have been prepared in accordance with the laws of any jurisdiction outside of the
United Kingdom.
Cautionary note regarding forward-looking statements
This announcement, including information included or incorporated by reference in this
announcement, may contain "forward-looking statements" concerning the Offer, the Offeror
and the Company. Generally, the words "will", "may", "should", "could", "would", "can",
"continue", "opportunity", "believes", "expects", "intends", "anticipates", "estimates" or words
or terms of similar substance or the negative thereof are forward-looking statements. These
statements are based on assumptions and assessments made by the board of directors of
the Offeror or the Company (as applicable) in light of its experience and its perception of
historical trends, current conditions, future developments and other factors which it believes
appropriate. The forward-looking statements involve risks and uncertainties that could cause
actual results to differ materially from those expressed in the forward-looking statements.
Forward-looking statements include statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business
and management strategies and the expansion and growth of the Offeror's or the Company's
operations and potential synergies resulting from the Offer; and (iii) the effects of government
regulation on the Offeror's or the Company's business. Many of these risks and uncertainties
relate to factors that are beyond the companies' abilities to control or estimate precisely, such
as future market conditions and the behaviours of other market participants, and therefore
undue reliance should not be placed on such statements. There are several factors which
could cause actual results to differ materially from those expressed or implied in forward-
looking statements. Among the factors that could cause actual results to differ materially from
those described in the forward-looking statements are changes in the global, political,
economic, business, competitive, market and regulatory forces, future exchange and interest
rates, changes in tax rates, tax regimes and future business combinations or dispositions.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of
relevant securities of an offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been announced that its offer is, or is
likely to be, solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening Position Disclosure must contain
details of the person's interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 pm (London time) on the 10th business day following the commencement of
the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the offeree company or of a
securities exchange offeror prior to the deadline for making an Opening Position Disclosure
must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of
any class of relevant securities of the offeree company or of any securities exchange offeror
must make a Dealing Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure must contain details of
the dealing concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities
exchange offeror(s), save to the extent that these details have previously been disclosed
under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made
by no later than 3.30 pm (London time) on the business day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire or control an interest in relevant securities of an offeree
company or a securities exchange offeror, they will be deemed to be a single person for the
purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror
and Dealing Disclosures must also be made by the offeree company, by any offeror and by
any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening
Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure
Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of
the number of relevant securities in issue, when the offer period commenced and when any
offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)
20 7638 0129 if you are in any doubt as to whether you are required to make an Opening
Position Disclosure or a Dealing Disclosure.
Information relating to IPSA Shareholders
Please be aware that addresses, electronic addresses and certain other information provided
by IPSA Shareholders, persons with information rights and other relevant persons for the
receipt of communications from the Company may be provided to the Offeror during the Offer
Period as required under Section 4 of Appendix 4 of the Code.
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments.
Accordingly, figures shown for the same category presented in different tables may vary
slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of
the figures that precede them.
Time
All times shown in this announcement are London times.
Documents for inspection
Copies of the irrevocable undertakings will be made available for inspection during normal
business hours at IPSA’s registered office from the date of this announcement and during the
Offer Period.
Publication on websites
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available,
subject to certain restrictions in relation to persons resident in Restricted Jurisdictions, on the
Company's website (www.ipsagroup.co.uk) by no later than 12 noon on 28 April 2017.
Neither the contents of the Company's website, nor the content of any other website
accessible from hyperlinks on the Company's website, is incorporated into or forms part of
this announcement.
27 April 2017
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
THAT JURISDICTION
27 April 2017
Recommended Share Offer
by
Encor Power PLC (“Encor” or the “Offeror”)
for
IPSA Group PLC (“IPSA” or the “Company”)
Introduction
The Independent Director of IPSA and Encor announce that they have reached an
agreement on the terms of a recommended offer to be made by Encor for the entire
issued ordinary share capital of IPSA.
The Offer values the entire issued share capital of the Company at approximately
£2m.
The Offer
Encor will offer to acquire, subject to certain further terms set out in Appendix 1, and
to be set out in full in the formal Offer Document and also (in respect of Ordinary
Shares held in certificated form) in the Form of Acceptance, the entire issued share
capital of the Company on the following basis:
for each Ordinary Share in IPSA, 0.62 New Encor Shares.
The Offer values the whole of IPSA’s issued share capital at approximately £2m.
With an implied value of £0.03 each, the 0.62 New Encor Shares per Ordinary Share
offered represent £0.019, a premium of c.33 per cent. to the closing price of £0.014
per Ordinary Share on 15 September 2015, being the last dealing day on which the
Company’s Ordinary Shares were quoted on AIM.
IPSA shares will be acquired by Encor fully paid and free from all liens, equities,
charges, equitable interests, Encumbrances, rights of pre-emption and other third
party rights and/or interests of any nature whatsoever and together with all rights
attaching to them, now or in the future, including the right to receive and retain all
dividends, interest and other distributions paid or made on or after the date of this
announcement.
Information on Encor
Encor together with its subsidiary Demand Power Limited (“Encor Group”) is to offer
distributed power generation and grid management services including Demand Side
Response, Back-up Generation, Frequency Response, Capacity Management, Triad
Management and Energy Storage Services to the National Grid. Encor Group will also
generate electricity for the purpose of commercial trading to energy suppliers and
other commercial clients in the UK. Demand Power, a UK developer of distributed
demand side generation projects, was acquired in September 2016 by way of a
share-for-share exchange.
The business of Encor Group currently comprises options to acquire leases over 8
sites on which generation facilities can be built and connected to the Grid and a
8
further pipeline of potential sites in earlier stages of development. One such site
already has planning permission for the construction of a 20MW generating facility
and each site has received a connection offer from its local DNO. The expected
aggregate export capacity of these sites is estimated at 325MW.
Encor Group’s strategy is to develop its business through the continued development,
construction and operation of generation assets, delivering revenues through the sale
of grid management services and commercial trading. Encor Group will also seek to
acquire sites, with or without planning permission, from time to time.
Encor intends to make an application to list its entire enlarged ordinary share capital
(including the New Encor Shares) to the Standard List of the Main Market of the
London Stock Exchange and admission to trading is expected to take place in Q2
2017.
Information on IPSA
IPSA was established to develop, own and manage power generation plants in
southern Africa. The company listed on AIM in September 2005 and since October
2006 had a secondary listing on the Altx market of the Johannesburg Stock
Exchange.
The Company sold its only revenue generating asset on 29 February 2016 and so
became an AIM Rule 15 cash shell requiring the Company to make an acquisition or
acquisitions which will constitute a reverse takeover under AIM Rule 14 within six
months of that disposal.
The Company failed to make an acquisition within the six month period and on 16
September 2016, the admission of the Company’s Ordinary Shares to trading on AIM
was cancelled.
Since 29 February 2016 the principal activities of IPSA have been to resolve historic
issues with Rurelec plc (”Rurelec”)) and Ethos Energy Spa. Final agreement on
these issues was achieved on 27 March 2017, the net effect of which is to leave IPSA
holding equipment which the directors estimate has a value of £2m of which some is
held under option in favour of Rurelec exercisable by 30 September 2017 for £1
million.
Background to and reasons for the Offer
Encor was founded in 2016 to offer distributed power generation and grid
management services in the UK. Its strategy may be achieved through the direct
acquisition of sites or through the acquisition of companies owning sites and/or
complementary assets. Encor Power completed its first acquisition in 2016 by
acquiring 100% of the issued share capital of Demand Power Limited, a UK based
development company.
Through the acquisition of IPSA, Encor will be acquiring a company with a ten year
continuous track record of developing gas fired power plants using both gas turbines
and gas engines of the type similar to those which Encor plans to install in the United
Kingdom. Encor also is seeking to strengthen its tangible net assets through the
inclusion of certain plant and equipment owned by IPSA. In turn, IPSA will benefit
from being part of a larger group trading in an OECD country rather than Southern
Africa to develop small power plants offering services which are in high demand in the
United Kingdom given current generation and transmission network constraints.
Encor believes that by offering a share for share transaction to IPSA shareholders,
such shareholders can benefit from Encor’s development pipeline and the significant
growth opportunities that exist in the UK for the supply of electrical power and grid
management services.
Irrevocable undertakings
Encor has received irrevocable undertakings to accept the Offer from each of the
IPSA Directors in respect of their own beneficial shareholdings and their immediate
family’s beneficial shareholdings being, in aggregate, a total of 2,400,000 IPSA
Shares, representing approximately 2.23 per cent. of IPSA’s issued share capital.
Each of these irrevocable undertakings is binding in all circumstances.
In addition, irrevocable undertakings to accept the Offer have also been received by
Encor from Sterling Trust Limited (in administration), WH Ireland Nominees Limited,
Mr S Hargrave, Ms E Shaw and Technology Finance Limited in respect of 50,923,225
IPSA Shares, in aggregate, representing approximately 47.37 per cent. of the share
capital of IPSA in issue on 26 April 2017 (being the last Business Day prior to the
date of this Announcement). Each of these irrevocable undertakings is binding in all
circumstances.
Recommendation of the Independent Director
The Independent Director, who has been so advised by Optiva, considers the terms
of the Offer to be fair and reasonable. In providing advice to the Independent Director,
Optiva has taken into account the commercial assessments of the Independent
Director. Optiva is providing independent financial advice for the purposes of Rule 3
of the Code to the Independent Director.
Accordingly, the Independent Director has agreed to recommend that all IPSA
Shareholders accept the Offer, as she has irrevocably undertaken to do in
respect of her own beneficial shareholdings of a total of 650,000 IPSA Shares,
representing approximately 0.60 per cent. of IPSA’s issued share capital.
The Independent Director strongly urges all IPSA Shareholders to accept the
Offer as soon as possible following the despatch of the Offer Document.
As Peter Earl will be joining the board of Encor in the event of the Offer becoming
unconditional, he is not considered to be independent and therefore cannot
recommend the Offer to IPSA Shareholders.
Additional factors for consideration by IPSA Shareholders
In considering the merits of the Offer, the Independent Director has taken into
account the fact that IPSA shareholders should be aware that there is currently no
market in IPSA shares following the de-listing of IPSA Ordinary shares from AIM on
16 September 2016 and no cash flow from operations available to IPSA following the
sale on 29 February 2016 of its last operating power generation business.
Management and employees
Encor attaches great importance to the skills, expertise and knowledge of the existing
management of IPSA and, assuming that the Offer becomes unconditional, envisages
that operations will continue from IPSA’s London head office and that the on-going
development and expansion of the business will be implemented under the leadership
of the Encor board. Peter Earl will be joining the Encor Board. IPSA currently has no
employees.
Encor confirms that if the Offer is declared unconditional in all respects, it intends to
safeguard fully the existing employment and pension rights of IPSA’s management in
accordance with applicable law. Encor’s plans for IPSA do not involve any material
10
change in the conditions of employment of its employees as there are no IPSA
employees. Encor does not intend to make any changes to the locations of IPSA’s
places of business.
If the Offer is declared unconditional in all respects, Susan Laker will resign from the
IPSA Board and Encor may nominate new directors to the IPSA Board, as
appropriate.
Offer-related arrangements
Encor and IPSA entered into the Confidentiality Agreement pursuant to which each
party has undertaken to, amongst other things: (i) keep confidential information made
available by the other party confidential and not to disclose it to third parties (other
than to permitted disclosees) unless required by law or regulation? and (ii) comply with
customary non-solicitation provisions other than in connection with ordinary course
matters unconnected with the Offer.
Offer Document
The Offer will be subject to the further terms set out in Error! Reference source not
found. and the terms to be set out in the Offer Document together with, for Ordinary
Shares held in certificated form, the Form of Acceptance when published.
It is expected that the Offer Document and the Form of Acceptance will be published
as soon as practicable and, in any event, (save with the consent of the Panel) within
28 days of this announcement. The Offer Document will be made available to all
Shareholders, other than those in Restricted Jurisdictions, at no charge to them on
the Company’s website (at www.ipsagroup.co.uk).
The Offer Document will contain important information on the Offer and how IPSA
Shareholders may accept it and, accordingly, all IPSA Shareholders are urged to read
the Offer Document and the accompanying Form of Acceptance when published.
Conditions
The Conditions to the Offer, along with certain further terms of the Offer are set out at
Appendix 1.
Compulsory Acquisition
If the Offeror receives acceptances under the Offer in respect of, and/or otherwise
acquires or contracts to acquire, 90 per cent. or more in nominal value of the Ordinary
Shares to which the Offer relates and of the voting rights attaching to those Ordinary
Shares, the Offeror intends to exercise its rights in accordance with Chapter 3 of Part
28 of the Companies Act 2006, as amended, to acquire compulsorily the remaining
Ordinary Shares on the same terms as the Offer.
It is also proposed that, in due course following the Offer becoming or being declared
unconditional in all respects, Encor will seek to procure the re-registration of IPSA as
a private limited company under the relevant provisions of the Companies Act 2006.
Issued Share Capital
In accordance with Rule 2.9 of the Code, IPSA confirms that it currently has
107,504,081 ordinary shares of £0.02 each in issue. The ISIN reference for these
securities is GB00B0CJ3F01.
In addition, in accordance with Rule 2.9 of the Code, Encor confirms that it currently
has 270,750,000 ordinary shares of £0.01 pence each in issue.
General
Error! Reference source not found. sets out further terms of the Offer. Error!
Reference source not found. sets out the bases of calculation and sources relating
to certain information contained in this announcement. Appendix 3 sets out details of
the Irrevocable Undertakings. Certain terms used in this announcement are defined
in Appendix 4.
This announcement does not constitute an offer to sell nor an invitation to purchase
any securities in any jurisdiction pursuant to the Offer or otherwise.
There are no agreements or arrangements to which Encor is a party which relate to
the circumstances in which it may or may not invoke or seek to invoke a pre-condition
or a condition of the Offer.
Disclosures of Interests
Encor confirms that it has no holding of IPSA Shares that is required to be disclosed
by it under Rule 8.1(a) of the Code, other than pursuant to the irrevocable
undertakings referred to in paragraph 6 above.
As at the close of business on 26 April 2017, being the last practicable date prior to
the publication of this Announcement, save for irrevocable undertakings referred to in
paragraph 6 above, neither Encor nor any of the Encor Directors nor, so far as the
Encor Directors are aware, any person acting, or deemed to be acting, in concert with
Encor:
• had an interest in, or right to subscribe for, relevant securities of
IPSA;
• had any short position in (whether conditional or absolute and
whether in the money or otherwise), including any short position
under a derivative, any agreement to sell or any delivery obligation or
right to require another person to purchase or take delivery of,
relevant securities of IPSA;
• had procured an irrevocable commitment or letter of intent to accept
the Offer in respect of relevant securities of IPSA; or
• had borrowed or lent any IPSA Shares.
Furthermore, no arrangement exists with Encor or any person acting in concert with
Encor in relation to IPSA Shares. For these purposes, an "arrangement" includes any
indemnity or option arrangement, any agreement or any understanding, formal or
informal, of whatever nature, relating to IPSA Shares which may be an inducement to
deal or refrain from dealing in such securities
Expected timetable for posting the Offer Document
The Offer Document, containing further information about the Offer and the terms and
conditions of the Offer, together with a Form of Acceptance will, unless otherwise
permitted by the Panel, be published within 28 days of this Announcement (or such
later date as the Panel may agree) and will be made available on IPSA’s website at
www.ipsagroup.co.uk.
Display documents
The following documents will, by no later than 12:00 noon on the Business Day
following the date of this Announcement, be made available on IPSA’s website at
www.ipsagroup.co.uk until the date on which the Offer becomes unconditional as to
acceptances:
- this Announcement;
- the Confidentiality Agreement? and
- the irrevocable undertakings referred to in paragraph 6 above and
described in Appendix 3 to this Announcement.
Overseas Shareholders
The distribution of this announcement, and the availability of the Offer, to persons
who are not resident in the United Kingdom may be affected by the laws of their
relevant jurisdiction. Such persons should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdiction. Further details in
relation to Overseas Shareholders will be contained in the Offer Document.
Enquiries
Encor Power plc
Edward Cowdery Tel. +44 (0) 20 3621 8310
IPSA Group plc
Peter Earl Tel. +44 (0)20 7793 5600
Optiva Securities Limited (Financial Adviser to
IPSA)
Jonathan Brown Tel. 44 (0) 20 3137 1902
Responsibility Statements
Encor
The Encor Directors (including those who may have delegated detailed supervision of the
preparation of this announcement) have taken all reasonable care to ensure that the facts
stated and all opinions expressed in this announcement (other than any information relating to
IPSA or any opinion expressed by IPSA) are fair and accurate and no material facts have
been omitted from this announcement, the omission of which would make any statement in
this announcement misleading, and they jointly and severally accept responsibility
accordingly.
Where any information has been extracted from published, publicly available sources or
obtained from IPSA, the sole responsibility of the Encor Directors has been to ensure that,
through reasonable enquiries, such information is accurately extracted from such sources or,
as the case may be, reflected or reproduced in this announcement. The Encor Directors do
not accept any responsibility for any information relating to or opinions expressed by IPSA.
IPSA
The IPSA Directors (including those who may have delegated detailed supervision of the
preparation of this announcement) have taken all reasonable care to ensure that the facts
stated and all opinions expressed in this announcement (other than any information relating to
Encor or any opinion expressed by Encor) are fair and accurate and no material facts have
been omitted from this announcement, the omission of which would make any statement in
this announcement misleading, and they jointly and severally accept responsibility
accordingly.
13
Where any information has been extracted from published, publicly available sources or
obtained from Encor, the sole responsibility of the IPSA Directors has been to ensure that,
through reasonable enquiries, such information is accurately extracted from such sources or,
as the case may be, reflected or reproduced in this announcement. The IPSA Directors do not
accept any responsibility for any information relating to or opinions expressed by Encor.
Further information
This announcement is not intended to and does not constitute or form part of any offer to sell
or to subscribe for or buy or an invitation to purchase or subscribe for any securities in any
jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer
of securities in any jurisdiction in contravention of applicable law. The Offer will be made
solely pursuant to the Offer Document which will contain further information in relation to the
Acquisition and, together with the Forms of Acceptance, will contain the full terms and
conditions of the Scheme. Any decision in respect of, or other response to, the Acquisition
should be made only on the basis of the information contained in the Offer Document.
This announcement does not constitute a prospectus or prospectus equivalent document.
The Executive has granted IPSA and Encor a dispensation from the requirements under the
Code that announcements must be published via a Regulatory Information Service (“RIS”).
Encor and IPSA are instead required to publish all announcements on IPSA’s website at
www.ipsagroup.co.uk. No announcements other than this announcement will be sent in hard
copy form to IPSA shareholders. The Executive has also granted a dispensation from the
requirements in Note 3 on Rule 8 of the Code that disclosures made under Rule 8 of the
Code must be made to a RIS. Therefore, any Opening Position Disclosures and Dealing
Disclosures required under Rule 8 of the Code may be made to Encor by email to
pearl@indpow.co.uk and will be published on IPSA’s website at www.ipsagroup.co.uk A copy
must also be sent to the Panel’s Market Surveillance Unit by email
(monitoring@disclosure.org.uk).
In accordance with Rule 2.10 of the Code, the current issued share capital of the Company
comprises 107,504,081 Ordinary Shares of £0.02 each. These shares are not admitted to
trading on any public market since being delisted from AIM on 16 September 2016.
Overseas jurisdictions
The laws of relevant jurisdictions may affect the availability of the Offer to persons who are
not citizens or nationals of the United Kingdom. Persons who are not resident in the United
Kingdom, or who are citizens or nationals of a jurisdiction outside of the United Kingdom,
should inform themselves about and observe any applicable legal and regulatory
requirements. Any failure to comply with the laws and regulatory requirements of the relevant
jurisdiction may constitute a violation of the securities laws of such jurisdiction.
Unless otherwise determined by the Offeror or required by the Code and permitted by
applicable law and regulation, the Offer will not be made, directly or indirectly, in or into, or by
the use of the mails of, or by any means or instrumentality (including, without limitation, by
mail, telephonically or electronically by way of internet or otherwise) of interstate or foreign
commerce of, or by any facilities of a national, state or other securities exchange of, any
Restricted Jurisdiction, and the Offer may not be accepted by any other such use, means,
instrumentality or facility from or within any Restricted Jurisdiction. Accordingly, unless
otherwise determined by the Offeror or required by the Code and permitted by applicable law
and regulation, copies of this announcement, the Offer Document, the Form of Acceptance
and any other documents related to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted
Jurisdiction. All persons receiving this announcement (including, without limitation,
custodians, nominees and trustees) should observe these restrictions and any applicable
legal or regulatory requirements of their jurisdiction and must not mail or otherwise forward,
send or distribute this announcement in, into or from any Restricted Jurisdiction.
The release, publication or distribution of this announcement, the Offer Document and the
Form of Acceptance in jurisdictions other than the United Kingdom may be restricted by law
and/or regulation and therefore any persons who are subject to the laws and regulations of
any jurisdiction other than the United Kingdom should inform themselves about, and observe,
any applicable requirements.
This announcement has been prepared in accordance with English law and the Code and the
information disclosed may not be the same as that which would have been prepared in
accordance with the laws of any jurisdiction outside of the United Kingdom.
Cautionary note regarding forward-looking statements
This announcement, including information included or incorporated by reference in this
announcement, may contain "forward-looking statements" concerning the Offer, the Offeror
and the Company. Generally, the words "will", "may", "should", "could", "would", "can",
"continue", "opportunity", "believes", "expects", "intends", "anticipates", "estimates" or words
or terms of similar substance or the negative thereof are forward-looking statements. These
statements are based on assumptions and assessments made by the board of directors of
the Offeror or the Company (as applicable) in light of its experience and its perception of
historical trends, current conditions, future developments and other factors which it believes
appropriate. The forward-looking statements involve risks and uncertainties that could cause
actual results to differ materially from those expressed in the forward-looking statements.
Forward-looking statements include statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business
and management strategies and the expansion and growth of the Offeror's or the Company's
operations and potential synergies resulting from the Offer; and (iii) the effects of government
regulation on the Offeror's or the Company's business. Many of these risks and uncertainties
relate to factors that are beyond the companies' abilities to control or estimate precisely, such
as future market conditions and the behaviours of other market participants, and therefore
undue reliance should not be placed on such statements. There are several factors which
could cause actual results to differ materially from those expressed or implied in forward-
looking statements. Among the factors that could cause actual results to differ materially from
those described in the forward-looking statements are changes in the global, political,
economic, business, competitive, market and regulatory forces, future exchange and interest
rates, changes in tax rates, tax regimes and future business combinations or dispositions.
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of
relevant securities of an offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been announced that its offer is, or is
likely to be, solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening Position Disclosure must contain
details of the person's interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 pm (London time) on the 10th business day following the commencement of
the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the offeree company or of a
securities exchange offeror prior to the deadline for making an Opening Position Disclosure
must instead make a Dealing Disclosure.
Disclosure Requirements of the Code
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of
any class of relevant securities of the offeree company or of any securities exchange offeror
must make a Dealing Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure must contain details of
the dealing concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities
exchange offeror(s), save to the extent that these details have previously been disclosed
under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made
by no later than 3.30 pm (London time) on the business day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire or control an interest in relevant securities of an offeree
company or a securities exchange offeror, they will be deemed to be a single person for the
purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror
and Dealing Disclosures must also be made by the offeree company, by any offeror and by
any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening
Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure
Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of
the number of relevant securities in issue, when the offer period commenced and when any
offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)
20 7638 0129 if you are in any doubt as to whether you are required to make an Opening
Position Disclosure or a Dealing Disclosure.
Information relating to IPSA Shareholders
Please be aware that addresses, electronic addresses and certain other information provided
by IPSA Shareholders, persons with information rights and other relevant persons for the
receipt of communications from the Company may be provided to the Offeror during the Offer
Period as required under Section 4 of Appendix 4 of the Code.
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments.
Accordingly, figures shown for the same category presented in different tables may vary
slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of
the figures that precede them.
Time
All times shown in this announcement are London times.
Documents for inspection
Copies of the irrevocable undertakings will be made available for inspection during normal
business hours at ISPA’s registered office from the date of this announcement and during the
Offer Period.
Publication on websites
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available,
subject to certain restrictions in relation to persons resident in Restricted Jurisdictions, on the
Company's website (www.ipsagroup.co.uk) by no later than 12 noon on 28 April 2017.
Neither the contents of the Company's website, nor the content of any other website
accessible from hyperlinks on the Company's website, is incorporated into or forms part of
this announcement
17
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