ACP Energy PLC
("ACP" or the "Company")
Concert Party Disclosure
Concert Party Disclosure
The Takeover Code (the "Code") applies to the Company. Under Rule 9 of the Code, any person who acquires an interest in shares which, taken together with shares in which that person or any person acting in concert with that person is interested, carry 30% or more of the voting rights of a company which is subject to the Code is normally required to make an offer to all the remaining shareholders to acquire their shares.
Similarly, when any person, together with persons acting in concert with that person, is interested in shares which in the aggregate carry not less than 30% of the voting rights of such a company but does not hold shares carrying more than 50% of the voting rights of the company, an offer will normally be required if such person or any person acting in concert with that person acquires a further interest in shares which increases the percentage of shares carrying voting rights in which that person is interested.
An offer under Rule 9 must be made in cash at the highest price paid by the person required to make the offer, or any person acting in concert with such person, for any interest in shares of the company during the 12 months prior to the announcement of the offer.
The Company has agreed with the Panel that pursuant to Note 10 to the definition of Acting in Concert the following persons are, and have been since IPO, acting in concert in relation to the Company: Blumen Capital Limited, La Tourelle Consulting Limited, James Orbell, Paul Welch and Stuart Firth ("Concert Party").
The members of the Concert Party are interested in 30,000,000 ordinary shares, representing 64.38% of the voting rights of the Company. Assuming exercise in full by the members of the Concert Party of options over 25,000,000 ordinary shares (and assuming that no other person converts any convertible securities or exercises any options or any other right to subscribe for shares in the Company), the members of the Concert Party would be interested in 55,000,000 ordinary shares, representing approximately 76.82% of the enlarged voting rights of the Company.
A table showing the respective individual interests in shares of the members of the Concert Party and following the exercise of the options is set out below.
| | Interest at IPO and Current Interest | | Maximum Controlling Interest | ||
| Shareholder | Ordinary Shares | Interest in Ordinary Shares | Number of Options over Ordinary Shares | Interest in Ordinary Shares | Interest in Ordinary Shares |
| Blumen Capital Limited (1) | 6,875,000 | 14.75% | 7,142,850 | 14,017,850 | 19.58% |
| La Tourelle Consulting Limited (2) | 6,875,000 | 14.75% | 7,142,850 | 14,017,850 | 19.58% |
| James Orbell | 6,875,000 | 14.75% | 3,571,450 | 10,446,450 | 14.59% |
| Paul Welch | 6,875,000 | 14.75% | 7,142,850 | 14,017,850 | 19.58% |
| Stuart Firth | 2,500,000 | 5.36% | Nil | 2,500,000 | 3.49% |
| Total | 30,000,000 | 64.38% |
| 55,000,000 | 76.82% |
(1) Carlos Flores holds the legal and beneficial interest in the share capital of Blumen Capital Ltd.
(2) John Philip Tyler, a Director of the Company, is also a director of La Tourelle Consulting Ltd. Mr Tyler has no legal or beneficial interest in the share capital of La Tourelle Consulting Limited. Mrs Francine Sarah Habib is the sole shareholder of La Tourelle Consulting Limited holding 100 per cent. of the share capital.
The members of the Concert Party hold, and have held since IPO, shares carrying more than 50% of the voting rights of the Company and (for so long as they continue to be acting in concert) may accordingly increase their aggregate interests in shares without incurring any obligation to make an offer under Rule 9, although individual members of the Concert Party will not be able to increase their percentage interests in shares through or between a Rule 9 threshold without Panel consent.
For further information: www.acpenergyplc.com
ACP Energy
Paul Welch, Executive Chairman +44 207 193 2376 / stacey@acpenergyplc.com
Celicourt Communications
Mark Antelme / Jimmy Lea +44 207 770 6424 / acpenergy@celicourt.uk
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