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Scheme Implementation Deed:

ERM Power & Shell Energy Australia

Scheme Overview

On 22 August 2019, ERM Power Limited (ASX:EPW) announced that it had entered into a scheme implementation deed with Shell Energy Australia Pty Ltd (“Shell Energy Australia”) under which Shell Energy Australia proposes to acquire 100% of the share capital of ERM Power for a cash price of $2.465[1] per share, by way of a scheme of arrangement (“Scheme”).

The cash price of $2.465 per share will be reduced by the cash amount of:

  • the FY19 ordinary dividend of $0.045 per share; and
  • any special dividend declared and paid by ERM Power, which may be up to $0.085 per share (see below).

The ERM Power directors unanimously recommend that shareholders vote in favour of the Scheme in the absence of a Superior Proposal (as defined in the scheme implementation deed) and subject to the independent expert concluding in its independent expert’s report (and continuing to conclude) that the Scheme is in the best interests of shareholders.

Subject to those same qualifications, all ERM Power directors who have an interest in ERM Power shares, intend to vote or procure the vote of those shares in favour of the Scheme.

Major shareholder of ERM Power, Mr Trevor St Baker, who currently has a relevant interest in 68,554,916 ERM Power shares (representing approximately 27.39% of the total number of ERM Power shares on issue), has confirmed to the directors of ERM Power that he intends to vote, or procure the vote of, those shares in favour of the scheme of arrangement, in the absence of a superior proposal to acquire all of the ERM Power shares and subject to the independent expert concluding (and continuing to conclude) that the scheme of arrangement is in the best interests of ERM Power shareholders.

The ERM Power Board currently intends to declare and pay a special dividend of up to $0.085 per share prior to implementation of the Scheme if the Scheme is approved by shareholders and the Court. The Board’s final decision in relation to the declaration and payment of the special dividend will depend upon a number of factors, including the availability of franking credits, the requirements under the Corporations Act 2001 (Cth) and ERM Power having received a favourable draft class ruling from the Australian Taxation Office.

Scheme process & indicative timeline

ERM Power shareholders do not need to take any action at the present time. A scheme booklet containing information relating to the Scheme, reasons for the directors’ recommendation, an independent expert’s report and details of the scheme meeting are expected to be sent to ERM Power shareholders in or around early October 2019.

ERM Power shareholders will have the opportunity to vote on the Scheme at a meeting expected to be held in or around early November 2019, and ERM Power’s AGM will be timed to coincide with this Scheme meeting.

The indicative timeline is detailed below:

This dates are indicative and subject to change.
[1]
The scheme consideration of $2.465 per share will be reduced by the cash amount of the ordinary dividend and any special dividend paid by ERM Power.

Contact us for further enquiries

Retail shareholders can contact the Scheme information hotline on:

Toll-Free: 1300 502 987

Outside Australia: +61 2 8022 7944

Institutional shareholders can contact:

Olga Alexandratos

Phone: +61 7 3020 5545
Mobile: +61 409 004 298
Email: oalexandratos@ermpower.com.au

For media enquiries, contact:

Michelle Barry

Phone: +61 7 3020 5145
Mobile: +61 402 892 789
Email: mbarry@ermpower.com.au

For general enquiries, click here.