Takeover Offers
ECOTRICITY GROUP LIMITED
NOTICE OF CASH OFFER BY ECOTRICITY GROUP LIMITED FOR THE ORDINARY SHARE CAPITAL OF GOOD ENERGY GROUP PLC NOT ALREADY OWNED BY ECOTRICITY GROUP LIMITED PURSUANT TO SECTION 978(1)(C)(II) OF THE COMPANIES ACT 2006
Notice is hereby given, in accordance with section 978(1)(c)(ii) of the Companies Act 2006, that, by means of a formal offer document dated and posted on 11 August 2021 (the "Offer Document"), together with the accompanying form of acceptance (the "Form of Acceptance"), Ecotricity Group Limited ("Ecotricity") is making an offer to acquire the entire issued and to be issued ordinary share capital of Good Energy Group PLC ("Good Energy") not already owned by Ecotricity (the "Offer").
A person who accepts the Offer will receive, for each Good Energy Share, 340 pence in cash.
Copies of the Offer Document setting out the full terms of the Offer and the Form of Acceptance are available free of charge, subject to certain restrictions relating to persons resident in any jurisdiction where the release, publication or distribution, in whole or in part, in, into or from or where the extension of the Offer would constitute a violation of the relevant laws of the jurisdiction, in particular United States, Canada, Australia or Japan, (each a "Restricted Jurisdiction" and, together, the "Restricted Jurisdictions"), on Ecotricity's website at www.ecotricity.co.uk.
This notice does not constitute, and must not be construed as, an offer to sell or issue, nor the solicitation of any offer to buy or subscribe for, any securities, pursuant to the Offer or otherwise. The Offer is being made solely by the Offer Document and, in the case of Good Energy Shareholders holding Good Energy Shares in certificated form, the Form of Acceptance.
The full terms of the Offer (including details of how the Offer may be accepted) are set out in the Offer Document and, in the case of certificated shares only, the Form of Acceptance. Good Energy Shareholders who accept the Offer may rely only on the Offer Document and, in the case of certificated shares only, the Form of Acceptance for all the terms of the Offer.
The Offer is, by means of this notice, subject to certain restrictions relating to persons located in any Restricted Jurisdiction, being extended to all persons to whom the Offer Document may not be despatched who hold Good Energy Shares. Such persons may request a hard copy of the Offer Document, the Form of Acceptance and/or any information incorporated into the Offer Document by reference to another source, free of charge, by contacting the Receiving Agent, Link Group, on 0371 664 0321 from within the UK or +44 (0) 371 664 0321 if calling from outside the UK or by writing to Link Group at Link Group, Corporate Actions at 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL, stating their name, and the address to which the hard copy version(s) should be sent. Lines are open from 9.00 a.m. to 5.30 p.m. (London time) Monday to Friday (excluding public holidays in England and Wales). Calls are charged at your network provider’s standard rate and may be included within your plan but will vary by provider. Calls to the helpline from outside the United Kingdom will be charged at applicable international rates. Calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.
The Offer, which has been made by means of the Offer Document and this notice, will initially be open for acceptance until 1.00 p.m. (London time) on 10 October 2021, but this date may be brought forward as set out in the Offer Document.
Unless otherwise determined by Ecotricity or required by the Code, and permitted by applicable law and regulation, the Offer is not being made and will not be made, directly or indirectly, in, into or from, and will not be capable of acceptance from or within, United States, Canada, Australia or Japan or any other Restricted Jurisdiction. Accordingly, this notice is not being published and may not be forwarded, distributed or sent, and neither the Offer Document nor the Form of Acceptance is being or may be mailed or otherwise forwarded, distributed or sent, in, into or from United States, Canada, Australia or Japan or any other Restricted Jurisdiction and doing so may render any purported acceptance of the Offer invalid.
If you are in any doubt about the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, another appropriately authorised independent financial adviser in the relevant jurisdiction.
Zeus Capital, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Ecotricity and no-one else in connection with the Offer and will not be responsible to anyone other than Ecotricity for providing the protections afforded to clients of Zeus Capital nor for providing advice in relation to the Offer.
Terms defined in the Offer Document have the same meanings in this notice.
Ecotricity Group Limited
13 August 2021