Vattenfall AB and Eclipse Energy UK, PLC have reached agreement on the terms of a recommended cash offer to be made by Vattenfall for the entire issued and to be issued share capital of Eclipse.
The Offer values each Eclipse Share at 1,801 pence and the aggregate existing issued share capital and in the money Eclipse Warrants and Eclipse Options at approximately £ 51.5 million.
The Offer will extend to any Shares issued as a result of the exercise of the Eclipse Warrants or the Eclipse Options (other than options granted under the Eclipse Approved Option Scheme). No separate arrangements are being made for the holders of warrants or options who choose not to exercise those warrants or options and accept the Offer.
The Eclipse Directors intend unanimously to recommend that the Eclipse Shareholders accept the Offer and they have irrevocably undertaken to accept, or procure the acceptance of, the Offer in respect of their entire beneficial holdings (and those of their connected persons) of 350,885 existing Eclipse Shares and Eclipse Shares to be issued pursuant to the exercise of Eclipse Options (other than options granted under the Eclipse Approved Option Scheme),
representing, in aggregate, approximately 12.3 per cent, of Eclipse's existing and to be issued share capital.
Vattenfall has also received irrevocable undertakings from FirstRand (Ireland) pic, Eclipse's principal lender, and four further shareholders to accept or procure the acceptance of the Offer in respect of their entire aggregate beneficial holdings of 1,212,139 Eclipse Shares, and Eclipse Shares to be issued pursuant to the exercise of the Eclipse Warrants and Eclipse Options (other than options granted under the Eclipse Approved Option Scheme), representing, in aggregate, approximately 42.4 per cent, of Eclipse's existing issued and to be issued share capital.
Vattenfall has received a non-binding letter of intent from a shareholder holding 102,000 Eclipse Shares, representing approximately 3.6 per cent, of Eclipse's existing issued and to be issued share capital, which states that, in so far as the shareholder is reasonably able, it intends to accept the Offer.
Accordingly, irrevocable undertakings and a letter of intent to accept or procure the acceptance of the Offer have been received by Vattenfall in respect of, in aggregate, 1,665,024 existing Eclipse Shares and Eclipse Shares to be issued pursuant to the exercise of the Eclipse Warrants and Eclipse Options (other than options granted under the Eclipse Approved Option Scheme), representing approximately 58.2 per cent, of Eclipse's existing issued and to be issued share capital.
The Eclipse Directors, who have been so advised by Augusta, consider the terms of the Offer to be fair and reasonable. In providing advice to the Eclipse Directors, Augusta has taken into account the commercial assessments of the Eclipse Directors.
Climate Change Capital is acting as financial adviser to Vattenfall. Augusta is acting as Rule 3 financial adviser to Eclipse.
Commenting on the Offer, Lars G Josefsson, Chief Executive Officer of the Vattenfall Group, said:
"As part of our strategy to reduce emissions, Vattenfall has ambitious plans within the renewable energy sector. Vattenfall's view is that the UK is a suitable target market for its future renewables growth for a variety of reasons including a well-functioning support system, a deregulated and competitive market for electricity and an openness to foreign investment.
Eclipse is a reputable and well managed company with good experience in this field and has developed important projects which are consistent with Vattenfall's business and ambitions."
Commenting on the Offer, Ian Hatton, Chief Executive Officer of Eclipse said:
"We are pleased to announce the intended offer for Eclipse by Vattenfall. The combination of the Eclipse team and projects with the resources and ambitions of Vattenfall is exciting news for the development of our projects and the UK energy industry as a whole".
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