TIDMHYDG
RNS Number : 3629Y
Hydrogen Group PLC
08 September 2020
The following amendment has been made to the 'Tender Offer,
Proposed Cancellation & Notice of GM' announcement released
today at 7:00 a.m. under RNS No 2773Y.
In the "Tender Offer" paragraph, there was an incorrect
reference to the Tender Offer Price being "5 pence per share". This
has been corrected to "40 pence per share", consistent with the
other references to the Tender Offer Price in the announcement.
All other details remain unchanged.
The full amended text is shown below.
FOR IMMEDIATE RELEASE
8 September 2020
Hydrogen Group plc ("Hydrogen", the "Group" or "Company")
Proposed cancellation of admission of Ordinary Shares to trading
on AIM
Tender Offer to purchase up to 19,105,406 Ordinary Shares at 40p
per Ordinary Share
and
Notice of General Meeting
The Company today announces that a circular (the "Circular")
will be sent to Shareholders later today detailing the following
proposals:
-- the proposed cancellation of the admission to trading of the
Ordinary Shares on AIM (the "De-Listing"); and
-- a tender offer, closing at 1.00 p.m. on 30 September 2020,
for up to 19,105,406 O rdinary Shares, representing approximately
56 per cent. of the Company's issued share capital being the
Ordinary Shares that the Concert Party are not currently interested
in, at 40 pence per Ordinary Share (the "Tender Offer") (together
the De-Listing and Tender Offer are the "Proposals").
Unless otherwise stated, terms used in this announcement have
the same meanings as given to them in the Circular.
The Circular sets out the terms of the Tender Offer and
incorporates a notice of a General Meeting. A Proxy Form and Tender
Form for use by Shareholders who hold their Ordinary Shares in
certificated form in connection with the General Meeting and Tender
Offer, respectively, are also being despatched with the
Circular.
The Proposals are also conditional on the Acceptance Condition
being satisfied in relation to the Tender Offer, that is, receipt
of valid tenders in respect of at least 5,053,458 Ordinary Shares.
The 5,053,458 Ordinary Shares represent approximately 15.2 per
cent. of the issued ordinary share capital of the Company on the
basis that the 175,000 options under the Share Option Scheme are
exercised but excluding the Ordinary Shares held in treasury and
held by the Company's EBT. If the Acceptance Condition is satisfied
by 1.00 p.m. on the Closing Date the Concert Party would hold more
than 50 per cent. of the issued ordinary share capital of the
Company following completion of the Proposals.
The Panel has confirmed that any buy-back by the Company of
Ordinary Shares, pursuant to its existing authorities, at or below
the Tender Offer Price following this announcement shall, for the
purposes of satisfaction of the Acceptance Condition, be treated as
if validly tendered under the Tender Offer. The Company reserves
the right, if approved by the Independent Directors, to make such
purchases during the Tender Offer period.
If the Proposals do not proceed for any reason, Qualifying
Shareholders will not receive the Tender Price for any of their
Ordinary Shares and will not be able to achieve an exit at that
stage from their investments in the Company.
Background
Following the successful acquisition and integration of Argyll
Scott, in 2017, the Board has continued to focus on driving organic
growth whilst seeking to accelerate development and scale of the
Group in order to benefit from its quotation, generating value for
its Shareholders whilst increasing the liquidity of the Company's
shares.
Over the last two years, the Board has examined a number of
corporate actions, but due to a variety of factors, the Company has
been unable to successfully execute any further acquisitions. In
2019, the Board engaged professional advisers to review all
strategic options for the Group with a view to enhancing the
Company's ability to deliver on its potential and afford
Shareholders an opportunity to realise value for their investment.
The process was terminated in the third quarter of 2019. In the
opinion of the Board, the Company is not of a scale to attract
sufficient interest from institutional and other investors and
therefore it is difficult to create a more liquid market for its
shares to effectively or economically utilise its quotation.
Furthermore, the Company has been unable to fully utilise its
quotation on AIM to issue ordinary shares either as consideration
or to raise fresh capital to execute acquisitions.
For the reasons outlined in the Circular, the Board are of the
view that the legal and regulatory burden associated with
maintaining the Company's admission to trading on AIM outweighs the
benefits of a public quotation.
The Board is however mindful that not all Shareholders will be
able or willing to continue to own Ordinary Shares following the
De-Listing. The Tender Offer provides shareholders a means to
realise their investment in the Company for cash at 40 pence per
Ordinary Share. The Tender Offer will be financed from the Group's
existing cash resources and invoice discount facilities. Taking
into account the financial capacity of the Group's balance sheet,
the Concert Party has irrevocably committed not to accept the
Tender Offer in respect of 14,051,949 Ordinary Shares, which will
afford Shareholders the opportunity to tender their entire interest
in the Ordinary Shares for cash should they so choose. As noted
above, it is a condition of the Proposals that the Concert Party's
interest would exceed 50% of the Company's voting rights following
the Tender Offer. Depending on the level of take-up the Concert
Party could come to hold 100% of the Company's issued share
capital. Accordingly, the Proposals are being treated as an offer
under the Takeover Code.
De-Listing
Pursuant to Rule 41 of the AIM Rules, the Directors have
notified the London Stock Exchange of the intention to cancel the
admission of Ordinary Shares to trading on AIM, subject to
Shareholder approval. Under the AIM Rules, the De-Listing can only
be effected by the Company after securing a special resolution of
Shareholders in a general meeting (being not less than 75 per cent.
of the votes cast).
The Resolutions seek (amongst other matters) the approval of
Shareholders for the De-Listing. Assuming that the Resolutions are
approved and the Acceptance Condition being met, it is proposed
that the De-Listing will take place by 8.00 a.m. on 19 October
2020.
Tender Offer
The Board recognises that not all Ordinary Shareholders will be
able or willing to continue to own Ordinary Shares following the
De-Listing. Subject to the Tender Conditions (including the
Acceptance Condition) being satisfied, Qualifying Shareholders will
therefore have the opportunity to tender all or some of their
Ordinary Shares at the Record Date pursuant to the Tender
Offer.
Under the Tender Offer, Shore Capital will purchase up to
19,105,406 Ordinary Shares (representing approximately 58 per cent.
of the Company's voting rights, excluding Ordinary Shares held in
treasury and Ordinary Shares held by the EBT) from Qualifying
Shareholders at 40 pence per share. The Tender Offer Price
represents:
-- a premium of approximately 42.9 per cent. over the closing
mid-market price of an Ordinary Share on 7 September 2020, being
the Latest Practicable Date;
-- a premium of approximately 25.6 per cent. over the
three-month average closing price of an Ordinary Share on 7
September 2020, being the Latest Practicable Date;
-- a premium of approximately 18.6 per cent. over the six-month
average closing price of an Ordinary Share on 7 September 2020,
being the Latest Practicable Date; and
-- a premium of approximately 8.6 per cent. over the nine-month
average closing price of an Ordinary Share on 7 September 2020,
being the Latest Practicable Date.
Circumstances in which the Tender Offer may not proceed
There can be no guarantee that the Tender Offer will take place.
The Tender Offer is conditional on the passing of the Resolutions
at the General Meeting by the requisite majorities. The Tender
Offer is also conditional on receipt of valid tenders in respect of
at least 5,053,458 Ordinary Shares (representing approximately 15.2
per cent. of the issued ordinary share capital of the Company (on
the basis that the 175,000 options under the Share Option Scheme
are exercised and the resulting Ordinary Shares are tendered
pursuant to the Tender Offer, but excluding the 545,521 Ordinary
Shares held in treasury and the 807,051 Ordinary Shares held by the
EBT) as at the Latest Practicable Date and 26.5 per cent. of the
issued ordinary share capital of the Company (excluding any
Ordinary Shares held by the Concert Party, Ordinary Shares held in
treasury and Ordinary Shares held by the EBT) as at the Latest
Practicable Date) by 1.00 p.m. on the Closing Date, so that the
Concert Party will exercise more than 50 per cent. of the voting
rights in the Company following completion of the Tender Offer and
the cancellation of the Ordinary Shares repurchased thereunder, in
order to satisfy the Acceptance Condition.
If the Tender Offer does not occur for any reason, Qualifying
Shareholders will not receive the Tender Price for each of their
Ordinary Shares and will not be able to achieve an exit at that
stage from their investments in the Company.
The Concert Party
In order to provide Shareholders the ability to realise their
holding in full as part of the Tender Offer, the Executive
Directors, being Ian Temple (CEO) and John Hunter (COO / CFO),
together with the following founder investors and founder directors
of Hydrogen and Argyll Scott, who are being treated as "acting in
concert" for the purposes of the Takeover Code (together, the
"Concert Party") have entered into irrevocable undertakings not to
tender 14,051,949 Ordinary Shares in respect of their personal
interests. The current holdings of the Concert Party, directly or
through their close families and related trusts, are as
follows:
Name Number of Ordinary Percentage of the Percentage
Shares Company's existing of the Company's
issued share capital total Voting
(1) Rights(2)
Executive Directors
Ian Temple 4,060,726 12.02% 12.31%
John Hunter 1,646,872 4.87% 4.99%
Other
Christopher Cole 2,463,946 7.29% 7.47%
Brian Hamill 2,324,815 6.88% 7.05%
Shane Sibraa 1,897,074 5.61% 5.75%
Charles Marshall 1,658,516 4.91% 5.03%
Total 14,051,959 41.59% 42.60%
Notes:
1. Excluding the 545,521 Ordinary Shares currently held in treasury.
2. Excluding the 545,521 Ordinary Shares currently held in
treasury and 807,051 Ordinary Shares held by the EBT.
Irrevocable undertakings
The Directors and certain Shareholders holding in aggregate
15,701,355 Ordinary Shares, representing approximately 47.6 per
cent. of the Company's voting rights (excluding Ordinary Shares
held in treasury and Ordinary Shares held by the EBT) as at the
date of this announcement have irrevocably agreed to vote in favour
of the Resolutions to be proposed at the General Meeting.
Notice of General Meeting
Implementation of the Proposals, including the Tender Offer, is
conditional, inter alia, upon all of the Resolutions being passed
at the GM to be held at Hydrogen Group plc, 30-40 Eastcheap, London
EC3M 1HD at 11.00 a.m. on 25 September 2020.
Recommendation
As referenced above, the Company is not of a scale to attract
sufficient interest from institutional and other investors and
therefore it is difficult to create a more liquid market for its
shares to effectively or economically utilise its quotation.
Furthermore, the Company has been unable to fully utilise its
listing on AIM to issue ordinary shares either as consideration or
to raise fresh capital to execute acquisitions. The Directors also
believe that De-Listing will allow the Company greater flexibility
to execute its strategy whilst reducing its cost base. As such, the
Board believes that the De-Listing is in the best interests of
Shareholders. The Directors unanimously recommend that you vote in
favour of the De-Listing, and the Tender Offer to be conducted by
Shore Capital and subsequent repurchase by the Company under the
Repurchase Agreement, as the Board (and persons connected or
associated with them or members of their family), intend to do, in
relation to their respective interests of 7,357,004 Ordinary Shares
in aggregate, representing approximately 22.3 per cent. of the
Ordinary Shares currently in issue (excluding the 545,521 Ordinary
Shares held in treasury and the 807,051 Ordinary Shares held in the
EBT).
Under the rules of the Takeover Code, the Independent Directors
are required to obtain independent financial advice on the terms of
the Tender Offer and to make known to Shareholders the substance of
such advice and their own opinion on the Tender Offer.
The Independent Directors believe that the following points
should be taken into account by Shareholders when considering
whether to retain their Ordinary Shares or accept the Tender
Offer.
The price of the Tender Offer represents a premium of 42.9 per
cent. to the Company's closing share price on 7 September 2020
(being the Latest Practicable Date). The Tender Offer represents a
premium of approximately 18.6 per cent. to the Company's six month
average share price of 33.7 pence and a premium of approximately
8.6 per cent. to the Company's nine month average share price of
36.8 pence. The six months average daily volume is 38,262 Ordinary
Shares and the nine months average daily volume is 37,382 Ordinary
Shares. Upon De-Listing there would no longer be a formal market
mechanism enabling Shareholders to trade their Ordinary Shares.
In 2019, the Board engaged professional advisers to review all
strategic options for the Group with a view to enhancing the
Company's ability to deliver on its potential and afford
Shareholders an opportunity to realise value for their investment.
The process was terminated in the third quarter of 2019. Since that
time, trading has been adversely affected particularly with the
onset of COVID-19 in the first quarter of 2020. The Independent
Directors therefore believe that it is unlikely that the Company
would receive any offers that represent a greater premium than that
of the Tender Offer Price.
The Company will fund the Tender Offer from its existing cash
resources and invoice discount facilities. Dependent on the level
of take-up of the Tender Offer, the Company's balance sheet could
be materially weakened due to the reduction of the cash position.
The Company operates in recruitment where activity levels and
trading performance are strongly affected by changes in economic
confidence. Approximately 60 per cent. of the Group's Net Fee
Income for the last financial year came from permanent placements
on which the Company has limited visibility. As a result of the
Tender Offer the Company will financially be less well positioned
to manage any material deterioration in trading performance.
Upon De-Listing, the Company would no longer be subject to, and
its Shareholders would consequently lose the protections afforded
by, certain corporate governance regulations which apply to the
Company currently. In particular, the Company would no longer be
subject to the AIM Rules.
Following the Transaction, the Concert Party will legally and
beneficially own in excess of 50 per cent. of the issued share
capital and voting rights in the Company. As a result, the Concert
Party will be able to pass or defeat any ordinary resolution of the
Company requiring a simple majority of those attending and voting
in person or by proxy at the meeting, including, amongst other
things the election of directors and authorising the directors to
issue equity securities. In addition, dependent on the level of
take up under the Tender Offer, the Concert Party may legally and
beneficially own in excess of 75 per cent. of the issued share
capital and voting rights in the Company. Should this occur, the
Concert Party will be able to pass or defeat any special resolution
of the Company.
There can be no guarantee that, after the Tender Offer closes at
1.00 p.m. on 30 September 2020 (or at such later time as specified
in an announcement of any extension to the Tender Offer period
through a Regulatory Information Service), the board of the Company
would be prepared to make a subsequent tender offer to acquire any
Ordinary Shares, or that the Concert Party would be prepared to
make any offer to acquire any Ordinary Shares in which it does not
already have an interest. Nor can there be any guarantee as to the
price of any such tender offer by the Company or potential offer by
the Concert Party.
Accordingly, any Shareholder who does not accept the Tender
Offer may find it difficult to sell their Ordinary Shares after the
Tender Offer closes and the De-Listing takes effect, may not
receive regular information from the Company, would not benefit
from regulatory compliance with governance procedures (other than
under the Companies Act 2006), nor enjoy the protections afforded
by the AIM Rules. Furthermore, there is no guarantee that the
Company or any other purchaser would be willing to buy Ordinary
Shares after the Tender Offer has closed and, if they were, any
price offered might not reflect the underlying value of the
Company's assets.
Shareholders who anticipate greater value in the Ordinary Shares
whilst recognising and being willing to accept the risks associated
with remaining as a minority investor in an unlisted company
controlled by the Concert Party may wish not to accept the Tender
Offer and to remain as minority Shareholders of a private
company.
In the opinion of the Independent Directors, Shareholders should
carefully consider their own individual circumstances in deciding
whether or not to accept the Tender Offer. In the absence of any
immediate prospect to sell their Ordinary Shares once the Tender
Offer closes and the De-Listing has occurred, Shareholders should
balance their desire for a cash realisation now or in the immediate
foreseeable future, against the uncertain future of remaining a
holder of a private company, with the concurrent lack of
transparency and protections that this affords them.
The Independent Directors, who have been so advised by Shore
Capital as to the financial terms of the Tender Offer, consider the
terms of the Tender Offer to be fair and reasonable. In providing
advice to the Directors, Shore Capital has taken into account the
commercial assessments of the Independent Directors. Accordingly,
the Independent Directors unanimously recommend that Shareholders
tender, or procure the tender, of their Ordinary Shares in the
Tender Offer, as the Independent Directors intend to do, or procure
to be done, in respect of their own beneficial holdings (or those
of their close relatives and related trusts) of 1,649,406 Ordinary
Shares, in aggregate, representing approximately 5.0 per cent. of
the Company's voting rights (excluding the 545,521 Ordinary Shares
held in treasury and the 807,051 Ordinary Shares held by the EBT)
as at the date of this announcement.
Notwithstanding the Independent Directors' recommendation above,
Shareholders should only make a decision as to whether to tender
all or any of their Ordinary Shares based on, among other things,
their view of the Company's prospects and their own individual
circumstances, including their tax position and are recommended to
seek advice from their duly authorised independent advisers.
If Shareholders are in any doubt about the action that they wish
to take in respect of the Tender Offer, they should consult an
independent financial adviser without delay.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of proposed De-Listing and Tuesday, 8 September
Tender Offer, posting of the Circular, 2020
Proxy Form and Tender Form to Shareholders
Latest date for receipt of Proxy Form 11.00 a.m. on Wednesday,
(to be received no later than 48 hours 23 September 2020
before the General Meeting)
General Meeting(1) 11.00 a.m. on Friday,
25 September 2020
Latest time and date for receipt of Tender 1.00 p.m. on Wednesday,
Forms and TTE Instructions in relation 30 September 2020
to the Tender Offer (i.e. close of Tender
Offer)
Closing Date(2) 1.00 p.m. on Wednesday,
30 September 2020
Record Date for Tender Offer 6.00 p.m. Wednesday,
30 September 2020
Announcement of results of the Tender Thursday, 1 October
Offer by Shore Capital and the Company 2020
Tender Offer declared unconditional ("Unconditional Friday, 2 October
Date"), p urchase of Ordinary Shares under 2020
the Tender Offer and completion of the
repurchase from Shore Capital
CREST accounts credited in respect of by Friday, 16 October
Tender Offer proceeds for uncertificated 2020
Ordinary Shares
Cheques despatched in respect of Tender by Friday, 16 October
Offer proceeds for certificated Ordinary 2020
Shares
Despatch of share certificates in respect by Friday, 16 October
of any revised holdings of Ordinary Shares 2020
following the Tender Offer, and any Ordinary
Shares held in CREST not tendered pursuant
to the Tender Offer
Earliest date for De-Listing / Cancellation 8.00 a.m. on Monday,
of admission of Ordinary Shares from AIM 19 October 2020
If any of the above times and/or dates change, the revised times
and/or dates will be notified to Shareholders by announcement
through a Regulatory Information Service.
All times are references to London time.
All events in the above timetable following the GM are
conditional, inter alia, upon the approval of the Resolutions.
The De-Listing requires the approval of not less than 75 per
cent. of the votes cast by Shareholders at the General Meeting.
Notes
1. The timetable assumes that there is no adjournment of the
General Meeting or extension(s) of the Closing Date. If there is an
adjournment of the General Meeting or extension(s) of the Closing
Date, all subsequent dates are likely to be later than those
shown.
2. This date may be extended in accordance with the terms and
conditions of the Tender Offer set out in Part II of the Circular.
If the Acceptance Condition is satisfied, the Tender Offer will
remain open for acceptance for at least 14 days after the Tender
Offer is declared unconditional, which may extend the Closing Date
and therefore the time by which Qualifying Shareholders who have
not tendered their Ordinary Shares in the Tender Offer may do so if
they wish.
3. Subject to and following the Tender Offer becoming
unconditional, settlement of the consideration to which any
Qualifying Shareholder is entitled pursuant to valid tenders
accepted by Shore Capital will be made (i) in the case of
acceptances of the Tender Offer received, valid and complete in all
respects, by the Unconditional Date, within 14 days of the
Unconditional Date; or (ii) in the case of acceptances of the
Tender Offer received, valid and complete in all respects, after
such date but while the Tender Offer remains open for acceptance as
referred to in Note 2 above, within 14 days of the date on which
the 14 day period referred to in Note 2 above expires.
As a consequence of this announcement, an 'Offer Period' (as
defined by the Code) has now commenced in respect of the Company
and the attention of shareholders is drawn to the disclosure
requirements of Rule 8 of the Code, which are summarised below.
Pursuant to Rule 2.9 of the Code, the Company confirms that
there are 34,334,927 ordinary shares of GBP0.01 in issue with
International Securities Identification Number GB00B1DJTV45.
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.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables or forms may vary
slightly and figures shown as totals in certain tables or forms may
not be an arithmetic aggregation of the figures that precede
them.
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
TENMZGGLGRMGGZM
(END) Dow Jones Newswires
September 08, 2020 06:15 ET (10:15 GMT)
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