The Board of Good Energy Group PLC (AIM: GOOD), the 100% renewable electricity supplier and innovative energy services provider, refers to the revised hostile offer of 400 pence in cash per Good Energy share announced by Ecotricity on 16 September 2021 (the “Revised Offer”).
Having given careful consideration to the Revised Offer, the Board advises Good Energy shareholders to reject the Revised Offer by taking no action.
Whilst the Board recognises that the Revised Offer is a significant increase over the original offer of 340 pence, the Board viewed the original offer as highly opportunistic and considers that the Revised Offer still undervalues Good Energy and its longer term prospects.
The Revised Offer is too low to be recommended on financial grounds, representing a premium of only 30.1% over the closing price per Good Energy share on 9 July 2021 (the last business day prior to the start of the offer period).
The Board firmly believes Ecotricity is an unfit owner with an unsuitable plan from the point of view of the Company and its stakeholders.
Will Whitehorn, Chair of Good Energy, said:
“The Board acknowledges the revised hostile offer, but reiterates its recommendation that shareholders reject it by taking no action. It is still not in the best interests of the Company or its stakeholders.
“This week Good Energy announced strong profit growth for the first six months of 2021, a fact largely ignored by Ecotricity, but which clearly demonstrates that Good Energy is achieving momentum with its modern, digital strategy led by our new CEO. By contrast, Ecotricity has been loss-making for four consecutive years.
“Shareholders should be under no illusion that this is, in fact, a ‘hostile’ bid in the truest sense of the word, regardless of Dale Vince’s claims to the contrary. This is borne out by the fact that Ecotricity made no attempt to engage with the Board to seek a recommendation for its Revised Offer before it was announced, and Ecotricity’s track record of disruptive behaviour in relation to the Company and its business. Good Energy’s strategic delivery over recent years has been achieved despite Ecotricity’s disruption.
“Good Energy is profitable, with a clear purpose and strategy for digitising services, and a subsidiary in Zap-Map that is a digital leader in the fast growing electric vehicle sector. We are building the next phase of the people-powered climate action in the UK . It is a winning strategy that has significant headroom for further growth.
“This is growth that shareholders would be deprived of, should the Revised Offer be successful.
“Good Energy gives investors the opportunity to be part of a successful business that truly benefits the planet, with significant transparency and access to capital as a listed business, and with a clear strategy to continue its mission.”
Further statement in relation to the hostile offer released on 16 September 2021
For further detail on the Board’s views on Ecotricity and the hostile offer, we refer shareholders to our announcement published on 16 September 2021, entitled “Further statement in relation to the hostile offer by Ecotricity Group Limited”.
The person responsible for making this announcement on behalf of the Company is Charlie Parry, Head of Investor Relations and Company Secretary.
Good Energy Group PLC
Nigel Pocklington, Chief Executive
Charlie Parry, Head of Investor Relations & CoSec
Investec Bank plc, which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority, is acting as financial adviser to Good Energy and for no one else in connection with the Offer or other matters referred to herein and will not be responsible to anyone other than Good Energy for providing the protections afforded to its clients nor for providing advice in relation to the Offer or any other matters set out herein.
Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Good Energy and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Good Energy for providing the protections afforded to clients of Canaccord Genuity Limited nor for providing advice in relation to the matters set out in this announcement.
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an 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, pursuant to this announcement or otherwise.
The release, distribution or publication of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of Good Energy who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of Good Energy who are not resident in the United Kingdom will need to inform themselves about, and observe any applicable requirements. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at https://group.goodenergy.co.uk/investor-centre/Offer-for-Good-Energy/default.aspx by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
This announcement, including information included or incorporated by reference in this announcement, may include statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “targets”, “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts and involve predictions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect Good Energy’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to Good Energy’s business, results of operations, financial position, liquidity, prospects, growth or strategies and the industry in which it operates. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. There are many factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among such factors are changes in the global, political, social, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates, future business combinations or disposals, and any epidemic, pandemic or disease outbreak.
These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. By their nature, these forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this announcement may cause the actual results, performance or achievements of any such person, or industry results and developments, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. No assurance can be given that such expectations will prove to have been correct and persons reading this announcement are therefore cautioned not to place undue reliance on these forward-looking statements that speak only as at the date of this announcement. All subsequent oral or written forward-looking statements attributable to Good Energy or its affiliates or any persons acting on its behalf are expressly qualified in their entirety by the cautionary statement above. Good Energy does not intend, nor undertakes any obligation, to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.
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