REG - Fossa Holdco Limited Aggregated Micro - Change to stated post-offer intentions
THE FOLLOWING ANNOUNCEMENT IS BEING MADE PURSUANT TO THE REQUIREMENTS OF RULE 19.6(B) OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"), WHICH, INTER ALIA, SAVE WITH THE CONSENT OF THE PANEL ON TAKEOVERS AND MERGERS (THE "PANEL"), REQUIRES A PARTY TO AN OFFER TO PROMPTLY MAKE AN ANNOUNCEMENT SHOULD IT DECIDE TO TAKE A COURSE OF ACTION DIFFERENT FROM ITS STATED INTENTIONS DURING THE PERIOD OF 12 MONTHS FROM THE END OF THE OFFER PERIOD EXPLAINING ITS REASONS FOR DOING SO.
FOR IMMEDIATE RELEASE
9 March 2020
FOSSA HOLDCO LIMITED
CHANGE TO STATED POST-OFFER INTENTIONS
Fossa Holdco Limited ("Fossa") announces that further to the completion of its recommended cash offer for the entire issued and to be issued ordinary share capital of Aggregated Micro Power Holdings plc (trading as AMP Clean Energy) ("AMP Clean Energy"), which was effected by way of a scheme of arrangement under Part 26 of the Companies Act 2006 on 17 January 2020 (the "Acquisition"), its board of directors ("Board") has decided to take a course of action which differs from certain statements of intent made pursuant to Rules 2.7(c)(iv) and 24.2 of the Code (the "Stated Intentions"), as set out in its announcement of 28 November 2019 and the scheme document published on 13 December 2019 (together, the "Offer Documentation").
Revision to Stated Intentions
As set out in the Offer Documentation, whilst Fossa intended to carry out a review of AMP Clean Energy's operating costs, Fossa did not intend to effect any material headcount reductions within AMP Clean Energy as a result of the Acquisition. However, Fossa has now determined that a modification is required to be made to the Stated Intentions.
Following completion of the Acquisition, against the backdrop of a challenging energy market and the warmer weather experienced in early 2020, the AMP Clean Energy management team reviewed its wood fuels activities alongside its operation and maintenance activities and has concluded that these should be combined into a single business unit following the acquisition of the remaining stake in Highland Wood Energy Limited not currently owned by AMP Clean Energy.
Implementing this new business model, in light of the challenging market, is expected to result in a reduction in headcount of up to 40 full time employees during this calendar year. AMP Clean Energy will engage with, and support, all affected staff as appropriate. AMP Clean Energy also expects to make around 10 incremental hires across the business this calendar year.
This modification does not impact Fossa's fundamental rationale for the Acquisition nor does the Board have any current intention to make further material reductions in headcount.
Enquiries:
Fossa
+34 91 088 7404
Nicole Hildebrand
KPMG (financial adviser to Fossa)
+44 (0) 20 7311 1000
Helen Roxburgh
KPMG LLP ("KPMG"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Fossa and for no one else in connection with the Acquisition or any matters referred to in this Announcement and will not be responsible to anyone other than Fossa for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition, the contents of this Announcement or any other matters referred to in this Announcement. Neither KPMG nor any of its affiliates, respective directors, officers, employees and agents owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of KPMG in connection with the matters referred to in this Announcement, or otherwise.
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