On 27 January 2025, the boards of Good Energy and Esyasoft announced that they had reached agreement on the terms of a recommended all cash acquisition of the entire issued and to be issued ordinary share capital of Good Energy (the "Acquisition").
The Acquisition is to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") and is subject to the terms and conditions set out in the scheme document relating to the Acquisition (the "Scheme Document").
Good Energy is pleased to announce that the Scheme Document, together with the associated Forms of Proxy, are today being sent, or made available to Good Energy Shareholders.
The Scheme Document contains, among other things, a letter from the Chairman of Good Energy, the full terms and conditions of the Scheme and the Acquisition, an explanatory statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events, notices of the Court Meeting and General Meeting and details of the actions to be taken by Good Energy Shareholders.
In addition, letters are being sent shortly to participants in the Good Energy Share Plans to provide information on how the Acquisition will affect their rights under the Good Energy Share Plans and the arrangements applicable to them.
A copy of the Scheme Document and the associated Forms of Proxy will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Good Energy's website at https://www.goodenergy.co.uk/investors/important-notice/ by no later than 12 noon on 19 February 2025.
Unless otherwise defined, all capitalised terms in this announcement have the meaning given to them in the Scheme Document. All references to times are to London, UK, times unless otherwise stated.
As further detailed in the Scheme Document, in order to become Effective, amongst other things, the Scheme will require: (i) the approval of a majority in number of the Scheme Shareholders present and voting (in person or by proxy) at the Court Meeting representing not less than 75 per cent. in value of the relevant Scheme Shares voted; (ii) the passing of the Special Resolutions at the General Meeting; and (iii) the subsequent sanction of the Scheme by the Court.
Notices convening the Court Meeting and General Meeting, both of which will be held at the offices of Norton Rose Fulbright LLP, 3 More London Riverside, London, SE1 2AQ on 13 March 2025, are set out in Part 10 (Notice of Court Meeting) and Part 11 (Notice of General Meeting) of the Scheme Document. The Court Meeting will commence at 12:00 p.m. and the General Meeting at 12:15 p.m. (or, if later, as soon as the Court Meeting has concluded or been adjourned).
Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to Scheme Shareholders before the meetings, including through Good Energy's website at https://www.goodenergy.co.uk/investors/important-notice/ and by announcement through a Regulatory Information Service.
Action required
Scheme Shareholders and Good Energy Shareholders are strongly encouraged to submit proxy appointments and instructions for the Court Meeting and the General Meeting as soon as possible, using any of the methods (online, electronically through CREST or Proxymity by post or by hand) set out below. Scheme Shareholders and Good Energy Shareholders are also strongly encouraged to appoint the Chairman of the relevant Meeting as their proxy rather than any other named person. This will ensure that their vote will be counted if they (or any other proxy they might otherwise appoint) are not able to attend the relevant Meeting in person.
It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of opinion of Scheme Shareholders. Whether or not you intend to attend and/or vote at the Court Meeting, you are strongly advised to transmit a proxy appointment and voting instruction (online by logging into the following website www.eproxyappointment.com/Login or electronically through CREST or Proxymity) or sign and return your blue Form of Proxy by post for the Court Meeting as soon as possible.
Recommendation
The Good Energy Directors, who have been so advised by Canaccord Genuity as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the Good Energy Directors, Canaccord Genuity have taken into account the commercial assessments of the Good Energy Directors. Canaccord Genuity is providing independent financial advice to the Good Energy Directors for the purposes of Rule 3 of the Takeover Code.
Accordingly, the Good Energy Directors unanimously recommend that Good Energy Shareholders vote in favour of the Scheme at the Court Meeting and vote in favour of the Special Resolution at the General Meeting as the Good Energy Directors who hold Good Energy Shares have irrevocably undertaken to do in respect of 141,577 Good Energy Shares in total, representing in aggregate approximately 0.77 per cent. of Good Energy's ordinary share capital in issue as at the Latest Practicable Date. These irrevocable undertakings remain binding in the event a higher competing offer is made for Good Energy by a third party.
