Further Re IIP Offer for IEL (5386N)

TIDMIEL

RNS Number : 5386N

Indian Energy Limited

02 September 2011

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

2 September 2011

Indian Energy Limited ("IEL")

Further Re IIP Offer for IEL

As announced by IEL on 30 August 2011, the Chairman wrote to shareholders to clarify certain matters relating to emails sent by a shareholder in IEL to a selection of other shareholders regarding a possible proposal from CLP Holdings Limited (CLP) to acquire IEL's operating assets.

The Board understands that this shareholder has again written to a selection of shareholders stating that CLP confirmed to IEL on 24 August 2011 that it remained interested in acquiring IEL's operating assets. The Board of IEL can confirm that it considered this re-confirmation of possible interest from CLP, which contained no indicative terms or financial detail but an expression of willingness to engage if approached by IEL, and concluded that a potential sale of IEL's operational assets to CLP was not likely to provide the best value for shareholders when compared with the certainty of the IIP offer. This determination was based on a number of factors, including the uncertainty of timing and value of an asset sale, the possibility of the perception of a "fire sale" of the assets, as well as the risk to the successful completion of the Scheme agreed with IIP. A possible transaction with CLP was therefore not pursued.

The Board does not believe that it is in the interests of shareholders for IEL to seek to engage with CLP at this time with a view to concluding an alternative transaction. The IIP offer will enable IEL to fund its optioned wind farms, and potentially re-finance its debt on better terms. The Board therefore continues to believe that the terms of the Scheme are fair and reasonable and that it offers the best possible outcome for shareholders in the current circumstances.

Words and phrases used in this announcement are as defined in the Scheme Document dated 10 August 2011.

Enquiries:

 
Indian Energy Limited                                Tel: +44 20 3411 
                                                      3640 
Rupert Strachwitz 
 
Arden Partners Plc (Financial adviser, broker        Tel: +44 20 7614 
 and Nomad to IEL)                                    5917 
Chris Hardie / Jamie Cameron 
 
Pelham Bell Pottinger (Public Relations to IEL)      Tel: +44 20 7861 
                                                      3232 
Clare Gilbey 
 
Infrastructure India plc                             Tel: via Redleaf 
                                                      Polhill 
Sonny Lulla 
 
Fairfax I.S. PLC (Financial Adviser to IIP)          Tel: +44 20 7598 
                                                      5368 
Simon Stevens 
 
Smith & Williamson Corporate Finance Limited (Nomad  Tel: +44 20 7131 
 and joint broker to IIP)                             4000 
Azhic Basirov / Siobhan Sergeant 
Westhouse Securities Limited (Joint Broker to        Tel: +44 20 7601 
 IIP)                                                 6100 
Alastair Moreton / Hannah Young 
 
Redleaf Polhill (Public Relations to IIP)            Tel: +44 20 7566 
                                                      6720 
Samantha Robbins / Luis Mackness

Arden Partners, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for IEL and no one else in connection with the Proposal and will not be responsible to anyone other than IEL for providing the protections afforded to customers of Arden Partners nor for providing advice in relation to the Proposal, the contents of this announcement, or any transaction or arrangement referenced in this announcement.

Fairfax, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for IIP and no one else in connection with the Proposal and will not be responsible to anyone other than IIP for providing the protections afforded to clients of Fairfax nor for providing advice in relation to the Proposal, the contents of this announcement, or any transaction or arrangement referenced in this announcement.

DEALING DISCLOSURE REQUIREMENTS

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 paper 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 paper 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 paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper 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 paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

PUBLICATION ON WEBSITE

A copy of this announcement will be made available on both IEL's and IIP's websites at www.indian-energy.com and www.iiplc.com respectively, on 2 September 2011.

For the avoidance of doubt, the content of the websites referred to above is not incorporated into and does not form part of this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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