TIDMIEL
RNS Number : 2537N
Indian Energy Limited
30 August 2011
30 August 2011
Indian Energy Limited ("Indian Energy")
Chairman's Letter to Shareholders
Indian Energy announces that a letter from the Company's
Chairman has today been posted to Shareholders. The contents of the
letter are set out below:
Dear Shareholder,
It has come to your Board's attention that a shareholder in the
Company has written to a number of other shareholders encouraging
them not to vote in favour of the Scheme and the Utilico Loan
Conversion at the forthcoming Court Meeting and EGM respectively on
5 September 2011. This shareholder is of the belief that CLP
Holdings Limited (CLP), a Hong Kong power company, is interested in
acquiring IEL's operating assets and believes that if such a
transaction were to be concluded, this would result in a more
favourable outcome for shareholders than the Proposal outlined in
the Scheme Document sent to you on 10 August 2011 and which has
been recommended by your Board.
I believe that it is important that I write to all shareholders
in the Company to clarify certain matters relating to any
alternative proposal and to urge you strongly to vote in favour of
the currently proposed Scheme. Words and phrases used in this
letter are as defined in the Scheme Document.
As announced on 23 December 2010, the Board commenced a process
to evaluate whether an offer for IEL could be obtained while it was
still considering its funding options. This process has involved
exploring a variety of possibilities with a broad range of possible
acquirers or partners. Each party that indicated a serious interest
in engaging in a transaction with IEL was invited to enter an
electronic data room where all relevant information was made
available.
IEL initially spoke to CLP in January this year. They indicated
to us that they might be interested in acquiring our operational
assets, but not the group as whole. At that time we had various
indicative offers for all of the issued shares of IEL, which in the
opinion of the Board would have created significantly more value
for IEL shareholders than an asset sale after taking into account
the value of the assets and the costs of liquidating the group and
returning cash to shareholders. A possible transaction with CLP was
therefore not pursued.
At the time of agreeing the offer from IIP, the Board of IEL
compared the IIP offer to a sale of IEL's operational assets to CLP
or any other party and concluded that the IIP offer represented the
best value we could achieve for our shareholders. This decision was
based on a number of considerations, including the uncertainty of
timing and value of an asset sale as well as the possibility of the
perception of a "fire sale" of the assets which could be very
detrimental to shareholder value.
The Board does not believe that it is in the interests of
shareholders for IEL to seek to engage with CLP or any other third
party at this time with a view to concluding an alternative
transaction as this would put under serious risk the successful
completion of the current Scheme agreed with IIP.
Consequences of Voting Against the Scheme and Utilico
Conversion
I wish to also draw your attention to the consequences of voting
against the Scheme and the Utilico Loan Conversion. We reported in
the announcement of our Preliminary Results for the year ended
31March 2011 and in the Consolidated Financial Statements for the
year ended 31March 2011 that the financial statements had been
prepared on a going concern basis based on the Board recommending
the Offer from IIP. Should the Scheme not be approved, there is a
significant risk that the group cannot continue to trade as a going
concern and, therefore, that IEL would not be in a position to seek
alternative offers or conclude a properly priced sale of its
assets.
In summary, there is nothing to preclude CLP making an offer for
IEL, but we have received no indication that they are intending to
make such an offer. Your Board therefore continues to believe that
the terms of the Scheme are fair and reasonable and that it offers
the best possible outcome for shareholders in the current
circumstances.
Update on IIP acquisition of VLMS
I also believe it is important that you are aware of the fact
that IIP has been granted regulatory approval for the acquisition
of the remaining stake in VLMS, and I attach IIP's recent
announcement regarding this.
This announcement can also be viewed online by visiting
http://www.investegate.co.uk/Article.aspx?id=201108171503005507M
Yours sincerely.
John Wallinger
Non-Executive Chairman
This letter is not intended to and does not constitute or form
any part of, an offer to sell or an invitation to purchase or the
solicitation of an offer to subscribe for any securities or the
solicitation of any vote or approval in any jurisdiction pursuant
to the Offer or otherwise, nor shall there be any purchase, sale or
exchange of securities or such solicitation in any jurisdiction in
which such offer, solicitation or sale or exchange would be
unlawful prior to registration or qualification under the laws of
such jurisdiction.
If you are in any doubt as to the action you should take, you
are recommended to seek your own financial advice immediately from
your stockbroker, bank manager, solicitor, accountant or other
independent professional adviser who, if you are taking advice in
the United Kingdom, is authorised pursuant to the Financial
Services and Markets Act 2000, or from an appropriately authorised
independent financial adviser if you are in a territory outside the
United Kingdom.
The distribution of this letter in jurisdictions other than the
United Kingdom may be restricted by the laws of those jurisdictions
and therefore persons into whose possession this letter comes
should inform themselves about, and observe any such restrictions.
Failure to comply with any such restrictions may constitute a
violation of the securities laws of any such jurisdiction.
Unless otherwise determined by IIP and/or IEL, or required by
the Code and permitted by applicable law and regulation, the Offer
is not being, and will not be made, directly or indirectly, in or
into or by the use of the mails of, or by any other means
(including, without limitation, electronic mail, facsimile
transmission, telex, telephone, internet or other forms of
electronic communication) of interstate or foreign commerce of, or
any facility of a national securities exchange of any Restricted
Territory and will not be capable of acceptance by any such use,
means or facility or from within any such Restricted Territory.
Accordingly, unless otherwise determined by IIP and/or IEL, copies
of this letter and any other documentation relating to the Offer
are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any
Restricted Territory and persons receiving such documents
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send any such documents in or into
or from any such Restricted Territory. Any person (including,
without limitation, custodians, nominees and trustees) who would,
or otherwise intends to, or who may have a contractual or legal
obligation to, forward this letter and/or any other related
document to any jurisdiction outside the United Kingdom should
inform themselves of, and observe, any applicable legal or
regulatory requirements of any relevant jurisdiction. Neither the
SEC nor any US state securities commission has approved or
disapproved the Offer or passed upon the adequacy or completeness
of this letter or any other documentation relating to the Offer.
Any representation to the contrary is a criminal offence.
This letter does not constitute an offer to buy or to subscribe
for, or the solicitation of an offer to buy or subscribe for,
shares in any jurisdiction in which such offer or solicitation is
unlawful. In particular, the New IIP Shares have not been, and will
not be, registered under the US Securities Act or qualified for
sale under the laws of any state of the United States or under the
applicable laws of any of the Restricted Territories and, subject
to certain exceptions, may not be offered or sold in the United
States or to, or for the account or benefit of any national,
resident or citizen of a Restricted Territory. Neither this letter
nor any copy of it may be distributed directly or indirectly to any
persons with addresses in the Restricted Territories, or to any
corporation, partnership or other entity created or organised under
the laws thereof, or in any other country outside the United
Kingdom or Guernsey where such distribution may lead to a breach of
any legal or regulatory requirement. This letter has been prepared
for the purposes of complying with Guernsey law, the AIM Rules and
the City Code and the information disclosed may not be the same as
that which would have been prepared in accordance with the laws and
regulations of any jurisdiction outside Guernsey.
DEALING DISCLOSURE REQUIREMENTS
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 paper 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 letter in which any paper 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 paper 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 p.m. (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
letter in which any paper offeror is first identified. Relevant
persons who deal in the relevant securities of the offeree company
or of a paper 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 paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper 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
paper 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 p.m. (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 paper
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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
PUBLICATION ON WEBSITE
A copy of this letter will be made available on IEL's website at
www.indian-energy.com as soon as possible.
Enquiries:
Indian Energy Limited Tel: +44 20 3411 3640
Rupert Strachwitz
Arden Partners Plc Tel: +44 20 7614 5917
Chris Hardie / Jamie Cameron
Pelham Bell Pottinger Tel: +44 20 7861 3232
Archie Berens
This information is provided by RNS
The company news service from the London Stock Exchange
END
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