9:38am, 5 Oct 2015 | GENERAL
5 October 2015 PULSE ENERGY LIMITED NZAX MARKET RELEASE
Further to the market announcement of 18 September 2015, Pulse Energy Limited (NZAX:PLE) has been further advised by its 56% shareholder Buller Electricity Limited that:
“Buller Electricity Limited and Pioneer Generation Limited have now entered into a binding agreement under which a subsidiary of Pioneer will advance money to Buller Electricity to enable it to make a takeover offer for all equity securities (ordinary shares, mandatory convertible notes and share options) of Pulse Energy which Buller Electricity does not already own.
Buller Electricity intends to make the takeover offer once it has obtained what it considers to be a satisfactory level of lock-up agreements from holders of Pulse equity securities. Buller currently intends that under the takeover offer the price offered will be $0.11 for the ordinary shares, $1.10 for the mandatory convertible notes and $0.05 for the options (all in cash).”
This is not a notice under the Takeover Code, and at this time it is unclear precisely when a takeover notice will be given to Pulse. It is also possible that no takeover notice will be given and no offer made. Pulse recommends that shareholders considering dealing in Pulse's securities seek their own independent professional advice.
Pending the receipt of a takeover offer, persons who sign up a lock-up agreement with Buller will not have the protections inherent in a Takeovers Code compliant offer (such as the receipt of an independent adviser’s report and independent Board Committee recommendation before making a decision to accept the offer). Pulse expects that any equity security holders who enter into lock-up agreements with Buller will be contractually bound to accept Buller’s offer (if Buller makes an offer). Accordingly, Pulse recommends that equity security holders seek their own independent professional advice before signing any lock-up agreements with Buller, including as to price, terms and disclosure obligations.
Takeovers Panel approval has been received for the appointment of Campbell MacPherson as independent expert to assess the merits of any takeover offer. The independent Board Committee proposes to request that Campbell MacPherson commence its assessment at this time.
Deputy Chairman and Chairman of the Independent Committee
Pulse Energy Limited