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LONDON - Foresight Group LLP, a prominent investment manager, has agreed to acquire Harmony (JO:HARJ) Energy Income Trust plc (HEIT) through its newly formed company, PP Bidco Limited, which is wholly controlled by funds managed by Foresight. The transaction, valued at approximately £209.9 million, will be executed via a scheme of arrangement under the Companies Act 2006.
HEIT shareholders are set to receive 92.4 pence in cash for each share, marking a 5% premium over the previous offer from Drax (LON:DRX) and a significant 42% increase from HEIT’s closing share price on March 14, 2025. This acquisition offer also stands at a 94% premium to the share price as of May 29, 2024, before the announcement of HEIT’s asset sale process.
The HEIT board has unanimously recommended this acquisition to its shareholders, considering it a superior outcome in terms of price and deliverability compared to the potential transaction with Drax. The board has thus withdrawn its recommendation for the Drax offer and intends to adjourn the related shareholder meetings scheduled for May 7, 2025.
Supporting the acquisition, Foresight has garnered irrevocable undertakings and a non-binding letter of intent from shareholders representing approximately 55.47% of HEIT’s ordinary share capital. These commitments remain binding even in the event of a higher competing offer, unless it exceeds the acquisition price by at least 5%.
The acquisition aligns with Foresight’s strategic mandate and complements its existing portfolio of UK and European battery storage assets. Ahead of the acquisition’s completion, Blackmead Infrastructure Limited, a subsidiary of Averon Park, will make an equity investment in BidCo.
The HEIT Directors, advised by Panmure Liberum, have deemed the financial terms of the acquisition fair and reasonable, recommending shareholders vote in favor of the scheme at the upcoming Court Meeting and General Meeting.
The transaction is subject to shareholder approval and other conditions outlined in the Scheme Document, which is to be published within 28 days from the announcement. If any dividend or distribution is declared by HEIT before the acquisition’s effective date, BidCo reserves the right to adjust the offer price accordingly.
The acquisition is expected to be completed in the second quarter of 2025, subject to the satisfaction or waiver of the conditions. Norman Crighton, Chairman of HEIT, and Richard Thompson, a Partner at Foresight, both expressed positive views on the acquisition, emphasizing the value and strategic fit it presents for HEIT shareholders and Foresight’s portfolio.
This news article is based on a press release statement.
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