INTELLIGENT ENERGY HOLDINGS PLC
TERMINATION OF OFFER FROM DICKIE WALKER MARINE, INC
POSSIBLE OFFER FOR INTELLIGENT ENERGY
Termination of offer by Dickie Walker Marine, Inc.
Intelligent Energy Holdings plc (“Intelligent Energy” or the “Company”) and Dickie Walker Marine, Inc. (“Dickie Walker”) (DWMA.PK) have announced that the companies have executed a Mutual Release Agreement (the “Release Agreement”) terminating and releasing all obligations or potential claims arising from their Acquisition Agreement dated 3 February 2005 (the “Acquisition Agreement”), pursuant to which Dickie Walker agreed to make an offer for the entire issued share capital of Intelligent Energy.
As a result of unforeseen difficulties and delays and uncertain support for the transaction from Intelligent Energy’s shareholders, Dickie Walker and Intelligent Energy have agreed to terminate the Acquisition Agreement. The Release Agreement is contingent upon approval by Intelligent Energy’s shareholders, and a cash payment by Intelligent Energy to Dickie Walker of US $500,000 (the “Settlement Payment”) within two days of the receipt of such approval (the “Expiration Date”). Dickie Walker no longer intends to make an offer for the share capital of Intelligent Energy and, pursuant to the Release Agreement, is withdrawing its pending registration statement on Form S-4 containing the joint proxy statement/prospectus pertaining to the proposed offer concurrent with the announcement of the executed Release Agreement.
Pursuant to the terms of the Release Agreement, during the period from the date of the Release Agreement until the date of the Settlement Payment, the parties shall treat the Acquisition Agreement as terminated and shall not be obligated or otherwise subject to any liability under the terms of the Acquisition Agreement, except for those certain, limited terms which survive as set forth in the Acquisition Agreement. Further, during that period the parties agree not to initiate any claims against each other. Upon completion of the Settlement Payment prior to the Expiration Date, the Acquisition Agreement shall be officially terminated and the parties shall fully and completely release and discharge each other from any and all claims, causes of action, demands or liability of any and every character, known or unknown, contingent or matured, that either may have had against the other in relation to or arising from the subject matter of the proposed offer and any action, event or non-event arising out of or related thereto, including, but not limited, to the Acquisition Agreement, any related waivers or consents, or the Release Agreement itself. If Intelligent Energy does not complete the Settlement Payment prior to the Expiration Date, or upon a petition being presented or order being made for the winding up of the Intelligent Energy or the appointment of a liquidator or provisional liquidator of Intelligent Energy or the granting of an administration order in relation to Intelligent Energy, Intelligent Energy and Dickie Walker shall have the rights under the Acquisition Agreement each such party shall have had as of the date of the Release Agreement.
Possible offer
Intelligent Energy announces that it has received an approach which may or may not lead to an offer being made for the Company. This approach is at a relatively early stage and there is no certainty that it will result in a formal offer.
A further announcement will be made in due course as appropriate.
The directors of Intelligent Energy accept responsibility for the information contained in this press announcement. To the best of the knowledge and belief of the directors of Intelligent Energy (who have taken all reasonable care to ensure that such is the case), the information contained in this press announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, any person who, alone or acting together with any person(s) pursuant to an agreement or understanding (whether formal or informal) to acquire or control securities of Intelligent Energy, owns or controls, or becomes the owner or controller, directly or indirectly, of one percent or more of any class of securities of Intelligent Energy is required to disclose, by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction, every dealing in any relevant securities of that company (or in any option in respect of, or derivative referenced to, any such securities) during the period to the date on which the offer becomes or is declared unconditional as to acceptances or lapses or is otherwise withdrawn.
Under the provisions of Rule 8.1 of the City Code, any such dealings by Intelligent Energy, or by any of their respective "associates" (within the meaning of the City Code) must also be disclosed.
If you are in any doubt as to the application of Rule 8 of the City Code to you, please contact an independent financial advisor authorised under the U.K. Financial Services and Markets Act 2000, consult the U.K. Takeover Panel's website at www.thetakeoverpanel.org.uk or contact the U.K. Takeover Panel on telephone number +44 (0) 20 7638 0129; fax +44 (0) 20 7236 7013
Enquiries:
Intelligent Energy Holdings plc 020 7958 9033
Mark Lawson-Statham
ARC Associates 020 7614 4000
John Allen/Christopher Graves/Rishi Shah