RECOMMENDED CASH OFFER
MYTRAH ENERGY LIMITED (“MEL”)
RAKSHA ENERGY HOLDINGS LIMITED (“REHL”)
· The board of directors of REHL and the Independent MEL Directors are pleased to announce that they have reached agreement on the terms of a recommended cash offer for MEL by REHL, pursuant to which REHL will acquire the entire issued and to be issued ordinary share capital of MEL not already directly or indirectly owned by the REHL Group (the “Offer”). As at the date of this Announcement, the REHL Group (via the Trust, the 100% owner of REHL and a member of the REHL Group) holds approximately 57.9 per cent. of MEL’s existing issued shares and holds options pursuant to the MEL Option Schemes in respect of a further 11,544,989 MEL Shares of which 9,803,323 will be exercised as soon as practicable following the release of this Announcement and the remaining 1,741,666 of which will be exercised as soon as practicable following the Offer being declared unconditional in all respects.
· Under the terms of the Offer, MEL Shareholders will receive 45 pence in cash for each MEL Share. The Offer values the entire issued, and to be issued, share capital of MEL on a fully-diluted basis at approximately £78.9 million.
· The Offer provides an attractive opportunity for MEL Shareholders to realise their shareholdings at a premium in cash. REHL’s offer represents a premium of approximately:
· 63.6 per cent. to the Closing Price of 27.5 pence per MEL Share on 3 April 2018, being the last Business Day before the date of this Announcement; and
· 52.5 per cent. to the average Closing Price since 4 January 2018 of 29.5 pence per MEL Share, being the three-month period before the date of this Announcement.
· The Independent MEL Directors, who have been so advised by Investec as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing advice to the Independent MEL Directors, Investec has taken into account the commercial assessments of the Independent MEL Directors. Investec is providing independent financial advice to the Independent MEL Directors for the purposes of Rule 3 of the Takeover Code.
· Accordingly, the Independent MEL Directors intend unanimously to recommend that MEL Shareholders accept the Offer.
· The Offer is subject to the condition that REHL has received acceptances under the Offer in respect of not less than 25,525,140 MEL Shares (being a number of MEL Shares equal to approximately 37.1 per cent. of the Remaining MEL Shares).
· REHL has received irrevocable commitments to accept (or procure the acceptance of) the Offer from each of the Independent MEL Directors in respect of their own beneficial holdings of a total of 37,000 MEL Shares (representing approximately 0.02 per cent. of the MEL Shares in issue as at the close of business on 3 April 2018, being the last Business Day before the date of this Announcement), and approximately 0.05 per cent. of the Remaining MEL Shares.
· REHL has also received irrevocable commitments to accept (or procure the acceptance of) the Offer from Esrano Overseas Limited in respect of a total of 24,000,000 MEL Shares (representing approximately 14.7 per cent. of the MEL Shares in issue as at the close of business on 3 April 2018, being the last Business Day before the date of this Announcement, and approximately 34.8 per cent. of the Remaining MEL Shares).
· REHL is a special purpose vehicle that was established by the Trust in November 2017 for the purpose of acquiring MEL. REHL’s principal investment will be the MEL Shares it will acquire pursuant to the Offer. REHL is wholly owned by the Trust, a Jersey based discretionary trust settled by Ravi Kailas, the Chairman of MEL, of which he, some of his family members (including Vikram Kailas, the Vice Chairman and MD of MEL), and a philanthropic trust are discretionary beneficiaries. The Trust is the holder of the Trust Shares.
· REHL intends to finance the Offer exclusively by means of funds available to it by means of the Facility Agreement.
· The Offer Document will include full details of the Offer and will specify the actions to be taken by MEL Shareholders. It is expected that the Offer Document will be posted to MEL Shareholders as soon as practicable.
· Commenting on the Offer, Kathryn Tully of REHL, said:
“We continue to believe in MEL’s potential and believe this offer provides an attractive and certain value for the current MEL independent shareholders.”
Commenting on the Offer, Russell Walls, Senior Independent Director of MEL, said:
“This Offer enables MEL shareholders to realise value today in cash for their shares at a significant premium to the recent historical share price, which, in the Independent MEL Directors’ view, has been negatively impacted by sentiment towards the Indian economy and the power and infrastructure sector in particular, as well as by the Company’s capital and ownership structure. We believe that, in these circumstances, the Offer is an acceptable outcome for all MEL stakeholders.”
· Investec is acting as exclusive Rule 3 financial adviser to MEL in relation to the Offer and is providing independent financial advice to the Independent MEL Directors for the purposes of Rule 3 of the Takeover Code.
· Craven Street Capital Limited is acting as exclusive financial adviser to REHL in relation to the Offer.
This summary should be read in conjunction with, and is subject to, the full text of this Announcement (including the Appendices) which set out further details of the Offer and form an integral part of this Announcement. The Offer will be subject to the Conditions and certain further terms set out in Part B of Appendix 1 to this Announcement and to the full terms and conditions which will be set out in the Offer Document. Appendix 2 to this Announcement contains the bases and sources of certain information used in this summary and this Announcement. Appendix 3 to this Announcement contains details of the irrevocable commitments received by REHL in relation to the Offer that are referred to in this Announcement. Appendix 4 to this Announcement contains definitions of certain terms used in this summary and this Announcement.
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