Genex Receives Non-Binding Proposal from J-POWER

Source: 3/4/2024, Location: Not categorized

Genex Power Limited (ASX: GNX) (Genex) announces that it has received a non-binding, indicative and conditional proposal (Indicative Proposal) from Electric Power Development Co., Ltd. (J-POWER) to acquire all of the ordinary shares on issue in Genex (Genex Shares) that J-POWER and its associates do not already own by way of a members’ scheme of arrangement for A$0.275 in cash per Genex Share (Scheme Consideration) (Potential Scheme).

The Indicative Proposal also contains an alternative structure, under which J-POWER will potentially also, concurrently with the Potential Scheme, make an off-market takeover bid for all of the Genex Shares for A$0.270 in cash per Genex Share (Takeover Consideration) (Potential Takeover Offer). If made, the Potential Takeover Offer would be conditional on:

- the Potential Scheme having not been approved by the holders of Genex Shares (Genex Shareholders) at the meeting of Genex Shareholders ordered by the court to be convened to consider and vote on the Potential Scheme (Scheme Meeting), or by the court; and
- the fulfilment of the 50.1% Minimum Acceptance Condition

The Indicative Proposal and the Potential Transaction (being the Potential Scheme and, if made, the Potential Takeover Offer) are subject to a number of key terms, other conditions and assumptions, which are summarised in Appendix A.

Genex Shareholders do not need to take any action in relation to the Indicative Proposal, Potential Scheme or the Potential Takeover Offer at this time. Genex will keep Genex Shareholders informed inaccordance with its continuous disclosure obligations.

Details of the Indicative Proposal and Potential Transaction The Scheme Consideration of A$0.275 in cash per Genex Share represents a:
- 49% premium to the last closing price of Genex Shares on the ASX of $0.185 (as at 1 March 2024, being the last trading day on the ASX before the date of this announcement);
- 56% premium to the 1-month2 volume weighted average price (VWAP) of Genex Shares of $0.176;
- 58% premium to the 3-month2 VWAP of Genex Shares of $0.174; and
- 65% premium to the 6-month2 VWAP of Genex Shares of $0.166.

The Takeover Consideration of A$0.270 in cash per Genex Share represents a:
- 46% premium to the last closing price of Genex Shares on the ASX of $0.185 (as at 1 March 2024);
- 53% premium to the 1-month2 VWAP of Genex Shares of $0.176;
- 56% premium to the 3-month2 VWAP of Genex Shares of $0.174; and
- 62% premium to the 6-month2 VWAP of Genex Shares of $0.166

J-POWER is a 50% joint development partner of Genex for its Kidston Stage 3 Wind and Bulli Creek Solar and Battery projects, and holds 7.72% of the Genex Shares on issue. 3 J-POWER also extended a $35 million corporate loan facility to Genex in 2023, which remained fully drawn at 31 December 2023.

The Indicative Proposal states that the Potential Transaction will be funded by J-POWER’s existing cash reserves and debt facilities, and that the Indicative Proposal is not conditional on J-POWER obtaining financing (including debt funding) for the Potential Transaction.

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