TIDMHYDG
RNS Number : 6956A
Hydrogen Group PLC
01 October 2020
FOR IMMEDIATE RELEASE
1 October 2020
Hydrogen Group plc
("Hydrogen", the "Group" or "Company")
Results of Tender Offer and timetable to De-Listing
Further to the Tender Offer announced on 8 September 2020, and
the announcement on 30 September 2020 of satisfaction of the
Acceptance Condition, the Directors of the Company are pleased to
announce that a total of 5,986,237 Ordinary Shares were tendered
under the Tender Offer as at the Closing Date of 1.00 p.m. on 30
September 2020. It is anticipated that the Ordinary Shares tendered
pursuant to the Tender Offer will be purchased and cancelled on 2
October 2020.
Following passing of the Resolutions at the General Meeting held
by the Company on 25 September 2020 and satisfaction of the
Acceptance Condition, all conditions for the Tender Offer have been
fulfilled and the Tender Offer is now unconditional.
As a result of the Tender Offer, MPM Connect Limited, which has
recently purchased Ordinary Shares at 43p, will upon completion of
the Tender Offer be interested in Ordinary Shares representing in
excess of 30 per cent. of the Company's voting rights. Members of
the Concert Party, who will together be interested in Ordinary
Shares representing in excess of 50 per cent. of the Company's
voting rights following completion of the Tender Offer , have each
confirmed under Note 5(a) on the Dispensations from Rule 9 of the
Code ("Rule 9") that they would not accept a mandatory offer from
MPM Connect Limited under Rule 9. The Panel has therefore waived
the requirement of a general offer by MPM Connect Limited under
Rule 9.
The Tender Offer remains open for acceptances for a further 14
calendar days from the Closing Date to enable Shareholders who have
not yet tendered their Ordinary Shares in the Tender Offer to do so
if they wish. In order to do so, Shareholders must lodge their
completed Tender Forms with the Company's receiving agent, Link
Group, or submit their instructions via CREST, prior to 1.00 p.m.
on 14 October 2020. The Board urges Shareholders who have not yet
tendered their Ordinary Shares under the Tender Offer to carefully
read the Circular - a copy of which can be found at be found on the
Company's website at
https://www.hydrogengroup.com/investor-relations/ . The Circular
provides information on the background to, and reasons for, the
Board's proposals, and explains why the Board considers those
proposals to be in the best interests of the Company and
Shareholders as a whole. Save where otherwise defined herein,
capitalised terms and expressions used in this announcement have
the meanings given to them in the Circular.
Payment of the consideration due to Qualifying Shareholders
whose tender was accepted by Shore Capital is expected to be
despatched (by cheque or by a CREST payment, as appropriate) by 16
October 2020. Balance certificates will be despatched in respect of
non-tendered Ordinary Shares by no later than 16 October 2020.
De-Listing
Following the approval of the proposed De-Listing by
Shareholders at the General Meeting on 25 September 2020,
application has been made to the London Stock Exchange for the
admission to trading on AIM of the Ordinary Shares to be cancelled,
and Cancellation is expected to take effect at 8.00 a.m. on 19
October 2020.
Enquiries:
Hydrogen Group plc Tel. +44 (0) 20 7090 7702
Stephen Puckett, Non-Executive Chairman
Shore Capital (Financial Adviser, Tel. +44 (0) 20 7408 4090
Nominated Adviser and Broker to Hydrogen
Group plc)
Edward Mansfield / James Thomas /
Michael McGloin
Important Notices
Shore Capital and Corporate Limited ("SCC"), which is authorised
and regulated by the FCA, is acting as nominated adviser to the
Company for the purposes of the AIM Rules. Shore Capital
Stockbrokers Limited ("SCS"), which is a member of the London Stock
Exchange and is authorised and regulated by the FCA, is acting as
broker to the Company in the United Kingdom for the purposes of the
AIM Rules. SCC and SCS are acting exclusively for the Company and
no one else and will not be responsible to anyone, other than the
Company, for providing the protections afforded to customers of SCC
and SCS or for advising any other person on the transactions and
arrangements described in this announcement. Shore Capital makes no
representation or warranty, express or implied, as to the contents
of this announcement and Shore Capital does not accept any
liability whatsoever for the accuracy of or opinions contained (or
for the omission of any material information) in this announcement
and shall not be responsible for the contents of this announcement.
Nothing in this paragraph shall serve to exclude or limit any
responsibilities which Shore Capital may have under FSMA or the
regulatory regime established thereunder.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or solicitation of any 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. Any offer (if made) will be made
solely by certain documentation which will contain the full terms
and conditions of any offer (if made), including details of how
such offer may be accepted. This announcement has been prepared in
accordance with English law and the Code and information disclosed
may not be the same as that which would have been prepared in
accordance with laws outside the United Kingdom. The release,
distribution or publication of this announcement in jurisdictions
outside the United Kingdom may be restricted by the laws of the
relevant jurisdictions and therefore persons into whose possession
this announcement comes should inform themselves about, and
observe, any such restrictions. Any failure to comply with the
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
Forward-looking statements
This announcement includes statements that are, or may be deemed
to be, forward-looking statements. These forward-looking statements
can be identified by the use of forward-looking terminology,
including the terms "anticipates", "believes", "could",
"estimates", "expects", "intends", "may", "plans", "projects",
"should" or "will", or, in each case, their negative or other
variations or comparable terminology, or by discussions of
strategy, plans, objectives, goals, future events or intentions. By
their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances.
Forward-looking statements may, and often do, differ materially
from actual results. Any forward-looking statements in this
announcement reflect the Directors' current view with respect to
future events and are subject to risks relating to future events
and other risks, uncertainties and assumptions relating to the
Group and its operations and results of operations. Other than in
accordance with its legal or regulatory obligations (including
under the AIM Rules, the Disclosure Guidance and Transparency
Rules, the Market Abuse Regulation and the rules of the London
Stock Exchange), the Company is not under any obligation and the
Company expressly disclaims any intention or obligation (to the
maximum extent permitted by law) to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Notice for US shareholders
The Tender Offer relates to securities in a non-US company which
is registered in the UK and is subject to the disclosure
requirements, rules and practices applicable to companies listed in
the UK, which differ from those of the United States in certain
material respects. This announcement and the Circular have been
prepared in accordance with UK style and practice for the purpose
of complying with English law and the AIM Rules, and US
Shareholders should read this entire announcement and the Circular,
including Part II (Terms and Conditions of the Tender Offer) of the
Circular. The financial information relating to the Company
incorporated by reference in the Circular, which is available for
review on the Company's website, has not been prepared in
accordance with generally accepted accounting principles in the
United States and thus may not be comparable to financial
information relating to US companies.
The Tender Offer is not subject to the disclosure and other
procedural requirements of Regulation 14D under the US Exchange
Act. The Tender Offer will be extended into the United States in
accordance with the requirements of Regulation 14E under the US
Exchange Act to the extent applicable. Certain provisions of
Regulation 14E under the US Exchange Act are not applicable to the
Tender Offer by virtue of Rule 14d-1(d) under the US Exchange Act.
US Shareholders should note that the Ordinary Shares are not listed
on a US securities exchange and the Company is not subject to the
periodic reporting requirements of the US Exchange Act and is not
required to, and does not, file any reports with the US Securities
and Exchange Commission thereunder.
It may be difficult for US Shareholders to enforce certain
rights and claims arising in connection with the Tender Offer under
US federal securities laws since the Company is located outside the
United States and all of its officers and directors reside outside
the US. It may not be possible to sue a non-US company or its
officers or directors in a non-US court for violations of US
securities laws. It also may not be possible to compel a non-US
company or its affiliates to subject themselves to a US court's
judgment.
The receipt of cash pursuant to the Tender Offer by a
Shareholder who is a US person 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 Shareholder is
urged to consult his, her or its independent professional adviser
immediately regarding the tax consequences of tendering any
Ordinary Shares in the Tender Offer.
To the extent permitted by applicable law and in accordance with
normal UK practice, the Company, Shore Capital or any of their
respective affiliates, may make certain purchases of, or
arrangements to purchase, Ordinary Shares outside the United States
during the period in which the Tender Offer remains open for
participation, including sales and purchases of Ordinary Shares
effected by Shore Capital acting as market maker in the Ordinary
Shares. These purchases, or other arrangements, may occur either in
the open market at prevailing prices or in private transactions at
negotiated prices. In order to be excepted from the requirements of
Rule 14e-5 under the US Exchange Act by virtue of Rule 14e-5(b)(10)
thereunder, such purchases, or arrangements to purchase, must
comply with applicable English law and regulation, including the
AIM Rules, and the relevant provisions of the US Exchange Act. Any
information about such purchases will be disclosed as required in
the UK and the United States and, if required, will be reported via
a Regulatory Information Service and will be available on the
London Stock Exchange website at www.londonstockexchange.com.
While the Tender Offer is being made available to Shareholders
in the United States, the right to tender Ordinary Shares is not
being made available in any jurisdiction in the United States in
which the making of the Tender Offer or the right to tender such
Ordinary Shares would not be in compliance with the laws of such
jurisdiction.
Neither this announcement nor the Circular has been approved,
disapproved or otherwise recommended by the US Securities and
Exchange Commission or any US state securities commission and such
authorities have not confirmed the accuracy or determined the
adequacy of this announcement or the Circular. Any representation
to the contrary is a criminal offence in the United States.
No forecasts or estimates
No statement in this announcement is intended as a profit
forecast, estimate or quantified financial benefits statement for
any period and no statement in this announcement should be
interpreted to mean that cash flow from operations, free cash flow,
earnings or earnings per share for the Company for the current or
future financial years would necessarily match or exceed the
historical published cash flow from operations, free cash flow,
earnings or earnings per share for the Company.
Disclosure requirements of the Takeover Code (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, 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.
Publication on website
A copy of this announcement will, subject to certain
restrictions relating to persons resident in restricted
jurisdictions, be available on the Company's website at
https://www.hydrogengroup.com/investor-relations/ by no later than
12 noon on the Business Day following the date of this
announcement. For the avoidance of doubt, the content of the
website referred to above is not incorporated into and does not
form part of this announcement.
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END
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October 01, 2020 02:00 ET (06:00 GMT)
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