TIDMINFI
RNS Number : 4431J
Infinis Energy plc
17 December 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTIONS OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE 17 December 2015
Infinis Energy plc
Court Sanction of the Scheme of Arrangement
Recommended cash acquisition of Infinis Energy plc ("Infinis")
by
Monterey Capital II S.à r.l. ("Monterey") by means of a scheme
of arrangement under
Part 26 of the Companies Act 2006 (the "Scheme")
Scheme of arrangement sanctioned by the court
Infinis is pleased to announce that the Scheme was today
sanctioned by the High Court of Justice of England and Wales.
It is expected that the Scheme will become effective later
today, on 17 December 2015, when an office copy of the Court Order
sanctioning the Scheme is delivered to the Registrar of
Companies.
Dealings in Infinis Shares were suspended at 5:00 p.m. on 16
December, 2015. It is expected that Infinis Shares will be delisted
with effect from 8:00 a.m. on 18 December 2015.
A further announcement will be made when the Scheme becomes
effective. All references in this document to times are to London
time unless otherwise stated.
Enquiries:
Goldman Sachs International Tel: +44 (0) 20 7774 1000 Infinis Tel: +44 (0) 20 7404 5959
(Sole Financial Adviser to Ian Marchant
Terra Firma and Monterey) Eric Machiels
Nimesh Khiroya
Alex Garner
Finsbury Tel: +44 (0) 20 7251 3801 Barclays Tel: +44 (0) 20 7623 2323
(PR Adviser to Terra Firma (Joint Financial Adviser and
and Monterey) Corporate Broker to Infinis)
Rollo Head Iain Smedley
Gordon Simpson Mark Todd
Nishant Amin
Neal West (Corporate Broking)
RBC Capital Markets Tel: +44 (0) 20 7653 4000
(Joint Financial Adviser and
Corporate Broker to Infinis)
Dai Clement
Lorna Shearin
Mark Rushton
Jonathan Hardy (Corporate
Broking)
Brunswick Tel: +44 (0) 20 7404 5959
(PR Adviser to Infinis)
David Litterick
Simon Maine
Further information
This announcement is not intended to and does not constitute, or
form part of, an offer, invitation or the solicitation of an offer
to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the acquisition of the
entire issued and to be issued share capital of Infinis by Monterey
(other than Infinis ordinary shares already held by Monterey) to be
implemented by way of the Scheme (the "Acquisition") or otherwise,
nor shall there be any sale, issuance or transfer of securities of
Infinis in any jurisdiction in contravention of applicable law.
The Acquisition is being made solely by means of the Scheme
Document, which contains the full terms and conditions of the
Acquisition.
Goldman Sachs International, which is authorised by the PRA and
regulated by the FCA and the PRA, is acting exclusively for Terra
Firma and Monterey and no one else in connection with the
Acquisition and will not be responsible to anyone other than Terra
Firma and Monterey for providing the protections afforded to
clients of Goldman Sachs International nor for providing advice in
relation to the Acquisition or any other matters referred to in
this announcement.
Barclays Bank PLC, acting through its Investment Bank
("Barclays"), which is authorised by the PRA and regulated in the
United Kingdom by the FCA and the PRA, is acting exclusively for
Infinis and no one else in connection with the Acquisition and will
not be responsible to anyone other than Infinis for providing the
protections afforded to clients of Barclays nor for providing
advice in relation to the Acquisition or any other matter referred
to in this announcement.
RBC Europe Limited (trading as RBC Capital Markets), which is
authorised by the PRA and regulated by the FCA and the PRA, is
acting exclusively for Infinis and no one else in connection with
the Acquisition and will not be responsible to anyone other than
Infinis for providing the protections afforded to clients of RBC
Europe Limited nor for providing advice in relation to the
Acquisition or any other matters referred to in this
announcement.
Overseas jurisdictions
The availability of the Acquisition to Infinis Shareholders who
are not resident in and citizens of the UK may be affected by the
laws of the relevant jurisdictions in which they are located or of
which they are citizens. Persons who are not resident in the UK
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. Further details in
relation to overseas shareholders will be contained in the Scheme
Document.
The release, publication or distribution of this announcement in
or into jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves about, and
observe, any applicable requirements. Any failure to comply with
the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person. This announcement has
been prepared for the purposes of complying with English law, the
rules of the London Stock Exchange and the Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside of England.
Copies of this announcement and formal documentation relating to
the Scheme and the Acquisition will not be and must not be, mailed
or otherwise forwarded, distributed or sent in, into or from any
jurisdiction where to do so would violate the laws of that
jurisdiction.
US Holders should note that the Acquisition relates to the
securities of a UK company, is subject to UK disclosure
requirements (which are different from those of the US) and is
proposed to be implemented under a scheme of arrangement provided
for under English company law. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules
under the US Exchange Act. Accordingly, the Scheme will be subject
to UK disclosure requirements and practices, which are different
from the disclosure requirements of the US tender offer rules. The
financial information included the Scheme documentation in relation
to Infinis has been or will have been prepared in accordance with
generally accepted accounting principles of the UK and thus may not
be comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the US. If Monterey
exercises its right to implement the Acquisition by way of a
takeover offer, such offer will be made in compliance with
applicable US tender offer and securities laws and regulations.
The receipt of cash pursuant to the Acquisition by a US Holder
as consideration for the transfer of its Scheme Shares pursuant to
the Scheme may be a taxable transaction for US federal income tax
purposes and under applicable US state and local, as well as
foreign and other, tax laws. Each Infinis Shareholder is urged to
consult his independent professional adviser immediately regarding
the tax consequences of the Acquisition applicable to him.
It may be difficult for US Holders to enforce their rights and
claims arising out of the US federal securities laws, since
Monterey and Infinis are located in countries other than the US,
and some or all of their officers and directors may be residents of
countries other than the US. US Holders may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to
a US court's judgement.
(MORE TO FOLLOW) Dow Jones Newswires
December 17, 2015 07:55 ET (12:55 GMT)
INFINIS ENERGY (LSE:INFI)
過去 株価チャート
から 10 2024 まで 11 2024
INFINIS ENERGY (LSE:INFI)
過去 株価チャート
から 11 2023 まで 11 2024
