TIDMAPR TIDMAPR
RNS Number : 3375J
APR Energy PLC
17 December 2015
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
FOR IMMEDIATE RELEASE
17 December 2015
Recommended Cash Offer for APR Energy plc ("APR Energy")
By
Apple Bidco Limited ("Bidco") an entity jointly controlled by
Fairfax Financial Holdings Limited
("Fairfax"), ACON Equity Management, LLC ("ACON") and Albright
Capital Management LLC
("ACM") (together the "Joint Bidders")
Offer Update and Publication of Circular and Notice of General
Meeting
On 26 October 2015, the board of Bidco and the Independent APR
Energy Directors announced the terms of a recommended cash offer
for the acquisition of the entire issued and to be issued ordinary
share capital of APR Energy, other than the Committed APR Energy
Shares (the "Offer"). Capitalised terms used and not defined in
this announcement have the meanings given to them in the Offer
document dated 23 November 2015 (the "Offer Document").
The circular containing the notice of the extraordinary general
meeting of APR Energy (the "General Meeting") to be held on 4
January 2016 to consider and, if thought fit, approve the
Management Arrangements (the "Circular") has been published by APR
Energy today and is available at
http://www.aprenergy.com/jan-4-egm.
Please note that Appendix I to the Circular has been included at
the request of Bidco. It sets out clarifications of certain
statements made by Bidco in the Offer Document which have been
requested by the UK Panel.
APR Energy Shareholders are reminded that, as explained in the
letter of recommendation from the Independent APR Energy Directors
in the Offer Document:
-- The Offer requires acceptance by APR Energy Shareholders
through the procedure for acceptance set out in the Offer
Document.
-- If the Offer is not accepted by the necessary proportion of
APR Energy Shareholders and, as a result, does not become
unconditional in all respects, the waivers under the Credit
Agreement described in the Offer Document will in due course cease
to apply, the amendments to the Credit Agreement described in the
Offer Document will not come into effect and the US$200 million of
Recapitalisation Funding will not be provided by the Joint
Bidders.
-- In these circumstances, the Board of APR Energy may not be in
a position to negotiate alternative arrangements to permit the APR
Energy Group's financial survival in its current form, whether
under a quoted holding company or otherwise.
The Independent APR Energy Directors, who have been so advised
by Barclays on the financial terms of the Offer, continue to
consider the Offer to be fair and reasonable. In providing its
financial advice to the Independent APR Energy Directors, Barclays
has taken into account the commercial assessments of the
Independent APR Energy Directors. Accordingly, the Independent APR
Energy Directors continue to recommend that APR Energy Shareholders
accept the Offer.
Moreover, on the basis of the information currently available to
them, the Independent APR Energy Directors wish to draw the
attention of APR Energy Shareholders to the following matters:
-- APR Energy Shareholders should note that if the Offer does
become unconditional in all respects, it must remain open for 14
days but may then be closed. Any APR Energy Shareholders who have
not accepted the Offer and who have no rights under UK law to sell
their APR Energy Shares to Bidco under the Companies Act may then
remain as shareholders in APR Energy, which Bidco is expected to
seek to delist. However, it should be noted that if Bidco receives
acceptances under the Offer in respect of, and/or otherwise
acquires, 90 per cent. or more of the APR Energy Shares to which
the Offer relates by nominal value and voting rights attaching to
such shares, Bidco will be entitled, under the Companies Act, to
compulsorily acquire any remaining APR Energy Shares to which the
Offer relates on the same terms as the Offer.
-- If the APR Energy Shares are delisted, they will have no
quoted prices, no (or negligible) liquidity, no contractual
governance rights and no arrangement for participating in any
eventual sale of APR Energy by Bidco (and there is no basis for
assuming that a sale will occur in any specific time period or at
all).
-- If the Offer lapses (irrespective of the reason) and the
waivers under the Credit Agreement described in the Offer Document
cease to have effect, APR Energy does not currently expect that it
would be able to comply with its financial covenants under the
Credit Agreement. APR Energy currently has no alternative proposals
which the Directors believe are capable of being implemented within
a reasonable time period and on terms satisfactory to those
stakeholders whose consent may be needed.
-- If the Offer lapses, the price of APR Energy Shares may fall
significantly. In that context, any person or persons willing to
provide new equity to the APR Energy Group may only be prepared to
do so at a price per APR Energy Share which is below the Offer
Price of 175 pence in cash per APR Energy Share (APR Energy
Shareholders are reminded that the closing price of an APR Energy
Share on 2 October 2015, the last Business Day prior to the
commencement of the Offer Period, was 93 pence, and the closing
price of an APR Energy Share was, during September 2015, as low as
64 pence).
-- The Board of APR Energy has received a number of suggestions
from APR Energy Shareholders regarding possible alternative ways to
stabilise the APR Energy Group's finances. Having taken advice from
its advisers, it does not consider these likely to achieve that
result or, in some cases, to be capable of execution at all.
-- In continuing to recommend that APR Energy Shareholders
accept the Offer, the Independent APR Energy Directors have taken
into account the information available to them regarding current
trading and prospects of the APR Energy Group, including
information about prospective contract wins and losses.
-- If the Offer lapses, the Board of APR Energy will be obliged
to consider all available alternatives for stabilising the APR
Energy Group's finances, including (i) seeking rescue finance from
one or more third parties on an expedited basis (potentially at a
significantly lower price than 175 pence per APR Energy Share),
(ii) exploring an accelerated consensual restructuring agreement
with the Lenders whereby they convert significant amounts of their
Loans into equity share capital, and (iii) seeking bankruptcy
protection under a statutory procedure. Any such arrangements can
be expected to reduce further (or, in certain outcomes, potentially
even eliminate) the current market value of APR Energy Shares. In
the event that finance was available in a form which did not
require approval from APR Energy Shareholders (e.g., in the form of
subordinated debt) the Board of APR Energy would be obliged to
pursue this if it was needed to minimise the loss to creditors.
The first closing date of the Offer is 1.00 pm (London time) on
4 January 2016 and APR Energy Shareholders wishing to accept the
Offer should do so as soon as possible (and in any event by 1.00 pm
(London time) on 4 January 2016) in accordance with the procedure
for acceptance of the Offer set out in Part C and Part D of
Appendix I to the Offer Document and in the Form of Acceptance.
In addition, Independent Shareholders wishing to vote in favour
of the resolution approving the Management Arrangements at the
General Meeting on 4 January 2016 should either return the form of
proxy sent with the Circular as soon as possible and in any event
no later than 48 hours prior to the time of the General Meeting
(i.e., by 11.00 am on 2 January 2016) or attend the General Meeting
in person to cast their vote. However, because of changes to postal
delivery and collection arrangements over the Christmas and New
Year period, Independent Shareholders are advised to post their
forms of proxy in sufficient time to ensure that they are received
by Capita Asset Services by no later than 31 December 2015.
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available on APR Energy's website at
www.aprenergy.com. The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.
Enquiries:
APR Energy plc + 1 904 223 8488
Lee Munro (investors) + 1 904 404 4576
Manisha Patel (investors) + 1 904 517 5135
Alan Chapple (media) + 1 904 223 2277
Barclays (Financial Adviser to APR Energy) +44 (0)20 7623
2323
Raymond Raimondi
Matthew Smith
Gaurav Gooptu
Numis Securities Limited (Corporate Broker to APR Energy) +44
(0)20 7260 1000
Ben Stoop
Stuart Skinner
CNC (PR Adviser to APR Energy) +44 (0)20 7307 5344
Nick Bastin +44 (0)7931 500 066
Michael Kinirons +44 (0)7827 925 090
Further information
(MORE TO FOLLOW) Dow Jones Newswires
December 17, 2015 02:00 ET (07:00 GMT)
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