Recommended Acquisition of Infinis by Monterey
Recommended Cash Acquisition
of
Infinis Energy plc ("Infinis")
by
Monterey Capital II S.à r.l. ("Monterey")
a Terra Firma group company
To be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006
Summary
· The board of directors of Monterey and the Infinis Independent Directors are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition by which the entire issued and to be issued ordinary share capital of Infinis that Monterey does not already own will be acquired by Monterey.
· Monterey currently owns 205,667,740 Infinis Ordinary Shares, representing approximately 68.5 per cent. of the issued ordinary share capital of Infinis.
· Under the terms of the Acquisition, each Scheme Shareholder will receive 185 pence in cash for each Infinis Ordinary Share, which represents a premium of approximately:
40.4 per cent. to the closing price of 131.75 pence per Infinis Ordinary Share on 21 October 2015 (being the last Business Day before this Announcement); and
38.2 per cent. to the average closing price of 133.86 pence per Infinis Ordinary Share for the one-month period ended 21 October 2015 (being the last Business Day before this Announcement).
· The Acquisition values Infinis' entire issued and to be issued ordinary share capital at approximately £555 million.
· It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.
· The Infinis Independent Directors, who have been so advised by Barclays Bank PLC, acting through its Investment Bank ("Barclays"), and RBC Capital Markets, as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice, Barclays and RBC Capital Markets have taken into account the commercial assessments of the Infinis Independent Directors. RBC Capital Markets is providing independent financial advice to the Infinis Independent Directors for the purposes of Rule 3 of the Code.
· Accordingly, the Infinis Independent Directors have unanimously approved the Acquisition and intend to recommend that Infinis Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting as they have irrevocably undertaken to do in respect of their own beneficial holdings of, in aggregate, 1,002,826 Infinis Ordinary Shares representing approximately 0.33 per cent. of the issued ordinary share capital of Infinis on 21 October 2015 (being the last Business Day prior to the date of this Announcement). Further details of these irrevocable undertakings, including the circumstances in which they cease to be binding, are set out in Appendix 3 to the following Announcement.
· It is expected that the Court Meeting and General Meeting will be held by the end of November 2015. Subject, amongst other things, to the satisfaction or waiver of the Conditions, it is expected that the Scheme will become effective by the end of this year.
· Infinis is the leading independent renewable power generator in the UK and operates 137 power plants with an installed capacity of 585 MW generating renewable power from landfill gas and onshore wind. It also has four onshore wind projects under construction which are expected to deliver 135 MW of incremental onshore wind capacity by 31 March 2017. The Infinis Group is the largest power generator from landfill gas in the UK and one of the UK's leading onshore wind power generators.
· Paragraph 5 of the following Announcement provides further information on the background to and reasons for the Independent Directors' recommendation and paragraph 3 of the following Announcement provides further information on the background to and reasons for the Acquisition.
· Commenting on today's Announcement, Guy Hands, Chairman and Chief Investment Officer of Terra Firma, said:
"The transaction announced today is part of Terra Firma's strategy of monetising its investment in Infinis, a business that we have owned and invested in over more than a decade. We have considered gradual sell-downs of our interest in the company since its IPO in November 2013 and more recently we have also explored other strategic options, but the change in the regulatory environment for Infinis has prompted us to rethink our strategy.
We believe that this transaction offers Infinis' shareholders an attractive cash consideration for their shares in Infinis and allows Terra Firma to pursue alternative options to monetise its investment in Infinis once it is a private company. We are pleased that the Infinis Independent Directors have unanimously recommended the transaction and are grateful to the Infinis board and management team for their support, in particular as we have jointly completed the preparations for the offer announced today."
· Commenting on today's Announcement, Ian Marchant, Chairman of Infinis said:
"Since the IPO of Infinis two years ago, our management and employees have delivered what was promised in terms of both operational performance and the development of the business, with 135 MW of new wind capacity in construction. However, the challenging regulatory and political environment and the reduction in power prices in the last two years have adversely affected both the cash generation and the growth prospects of the business. Accordingly, the Infinis Independent Directors have been actively exploring ways to maximise value and have looked at offers for the whole business as well as selling the assets separately. Following this work, the Infinis Independent Directors firmly believe that the offer from Monterey represents the best combination of risk and return for shareholders."
· The Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and General Meeting, together with the Forms of Proxy, will be posted to Infinis Shareholders and (for information only) to participants in the Infinis Share Schemes as soon as practicable and, in any event, within 28 days of the date of this Announcement (unless the Panel agrees otherwise).
This summary should be read in conjunction with, and is subject to, the full text of the following Announcement (including its Appendices). The Acquisition will be subject to the Conditions and certain further terms set out in Appendix 1 and to the full terms and conditions to be set out in the Scheme Document. Appendix 2 contains the sources and bases of certain information contained in this summary and the following Announcement. Appendix 3 contains details of the irrevocable undertakings received by Monterey. Appendix 4 contains the definitions of certain terms used in this summary and the following Announcement.