REG - Harmony Energy Inc. - Statement Regarding Offers for HEIT

Harmony Energy Income TrustAnnouncement

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RNS Number : 1320J  Harmony Energy Income Trust PLC  19 May 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

For immediate release

19 May 2025

Harmony Energy Income Trust plc

("HEIT" or the "Company")

Statement Regarding Offers for HEIT

Introduction

On 25 March 2025, the boards of directors of HEIT and Drax BESS Holdco Limited
("Drax Bidco") announced that they had reached agreement on the terms of a
recommended cash acquisition, pursuant to which Drax Bidco, a wholly-owned
subsidiary undertaking of Drax Group plc, would acquire the entire issued
ordinary share capital of HEIT at a price of 88.0p per HEIT share (the "Drax
Bidco Offer") to be implemented by way of a scheme of arrangement.

On 15 April 2025, HEIT and Drax Bidco announced the publication of the scheme
document and shareholder meetings to approve the Drax Bidco Offer were
convened for 7 May 2025.

On 16 April 2025, the boards of directors of HEIT and PP Bidco Limited (a
newly formed company indirectly and wholly controlled by two funds within the
portfolio of funds managed by Foresight Group LLP) ("Foresight BidCo"),
announced that they had reached agreement on the terms of a recommended cash
acquisition, pursuant to which Foresight Bidco would acquire the entire issued
and to be issued ordinary share capital of HEIT at a price of 92.4p per HEIT
share (the "Foresight Bidco Offer") to be implemented by way of a scheme of
arrangement. HEIT also announced that it had withdrawn its recommendation of
the Drax Bidco Offer and would be adjourning the shareholder meetings related
to the Drax Bidco Offer.

On 6 May 2025, HEIT and Foresight Bidco announced the publication of the
scheme document and shareholder meetings to approve the Foresight Bidco Offer
were convened for 30 May 2025.

On 7 May 2025, HEIT announced the indefinite adjournment of the shareholder
meetings to approve the Drax Bidco Offer.

Competitive situation

On the basis that neither Drax Bidco nor Foresight Bidco have declared their
offers final, such that either offer may be further increased or otherwise
revised, a competitive situation continues to exist.

The Board of HEIT has engaged with the Panel Executive together with Drax
Bidco and Foresight Bidco in order to agree an orderly framework for the
resolution of this competitive situation (the "Auction Procedure").

As announced by the Panel Executive on 16 May 2025, the Auction Procedure will
take place on the evening of Wednesday 21 May 2025.

Pending the outcome of the Auction Procedure, the Board of HEIT today
recommends that HEIT shareholders take no action in respect of the Foresight
Meetings until following completion of the Auction Procedure.

Following completion of the Auction Procedure, the Board of HEIT will make a
further announcement setting out which offer it is recommending to HEIT
shareholders as well as further details of the Drax Meetings and/or the
Foresight Meetings (as appropriate).

 For further information, please contact:
 Harmony Energy Income Trust plc                                               Via Panmure Liberum Limited

 Norman Crighton, Chairman

 Panmure Liberum Limited (Sole Financial Adviser and Rule 3 Adviser and Joint  Tel: +44 (0)20 3100 2222
 Broker to HEIT)

 Corporate Finance:

 Chris Clarke

 Darren Vickers

 Will King

 M&A:

 Tim Medak
 Stifel Nicolaus Europe Limited (Joint Broker to HEIT)                         Tel: +44 (0)20 7710 7600

 Mark Young

 Edward Gibson-Watt

 Rajpal Padam

 Mark Whitfeld
 Camarco (PR Advisers to HEIT)                                                 Tel: +44 (0)20 3757 4980

 Eddie Livingstone-Learmonth

 Andrew Turner

Important notices

This announcement does not constitute or form part of an offer or an
invitation to purchase or subscribe for any securities, or a solicitation of
an offer to buy any securities, whether pursuant to this announcement or
otherwise, in any jurisdiction in which such offer, invitation or solicitation
is or would be unlawful.

Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated
by the Financial Conduct Authority in the United Kingdom, is acting
exclusively as financial adviser, Rule 3 adviser and joint broker to HEIT and
no one else in connection with the matters and arrangements set out in this
announcement. Panmure Liberum will not regard any other person as its client
in relation to any matter or arrangement set out in this announcement and will
not be responsible to anyone other than HEIT for providing the protections
afforded to clients of Panmure Liberum, nor for providing advice in connection
with any matter referred to herein. Neither Panmure Liberum nor any of its
affiliates (nor their respective directors, officers, employees or agents)
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, consequential, whether in contract, in tort, in delict,
under statute or otherwise) to any person who is not a client of Panmure
Liberum in connection with this announcement, any statement contained herein
or otherwise. No representation or warranty, express or implied, is made by
Panmure Liberum as to the contents of this announcement.

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated
by the Financial Conduct Authority in the United Kingdom, is acting
exclusively as joint broker to HEIT and no one else in connection with the
matters and arrangements set out in this announcement. Stifel will not regard
any other person as its client in relation to any matter or arrangement set
out in this announcement and will not be responsible to anyone other than HEIT
for providing the protections afforded to clients of Stifel, nor for providing
advice in connection with any matter referred to herein. Neither Stifel nor
any of its affiliates (nor their respective directors, officers, employees or
agents) owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, consequential, whether in contract, in tort, in
delict, under statute or otherwise) to any person who is not a client of
Stifel in connection with this announcement, any statement contained herein or
otherwise. No representation or warranty, express or implied, is made by
Stifel as to the contents of this announcement.

The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and the
release of this announcement shall not give rise to any implication that there
has been no change in the facts set out in this announcement since such date.

This announcement has been prepared for the purpose of complying with English
law, the Takeover Code and the Disclosure Guidance and Transparency Rules, and
the information disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with the laws
of any other jurisdictions.

No person should construe the contents of this announcement as legal,
financial or tax advice. If you are in any doubt about the contents of this
announcement or the action you should take, you are recommended to seek your
own independent financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or from an independent financial adviser duly
authorised under FSMA if you are resident in the United Kingdom, or another
appropriately authorised independent financial adviser, if you are in a
territory outside the United Kingdom.

Disclosure requirements of 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(s), 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.

Website publication

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
published on the Company's website at www.heitp.co.uk/investors/possible-offer
(http://www.heitp.co.uk/investors/possible-offer) by no later than 12 noon
(London time) on the first Business Day following the date of this
announcement.

For the avoidance of doubt, neither the contents of this website nor any
website accessible from hyperlinks is incorporated into or forms part of this
announcement.

Note

References to "Rules" are to the rules of the Code. The terms "offeror",
"offeree company", "offer period", "interested" (and related variations),
"relevant securities", "deals" (and related variations) and "acting in
concert" all bear the same meanings given to them in the Code.

 

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