Announcement • Jun 18
Foresight Energy Infrastructure Partners II SCSp a fund managed by Foresight Group LLP completed the acquisition of Harmony Energy Income Trust Plc (LSE:HEIT) from group of shareholders.
Foresight Energy Infrastructure Partners II SCSp a fund managed by Foresight Group LLP reached an agreement to acquire Harmony Energy Income Trust Plc (LSE:HEIT) from group of shareholders for approximately £210 million on March 17, 2025. HEIT Board has indicated to Foresight that, should a firm offer be made on the financial terms, it would be minded to recommend such an offer to HEIT shareholders, subject to the agreement of the other terms of the offer. As on March 25, 2025, HEIT received the competing offer from the Drax Group. As on April 16, 2025, HEIT Directors have unanimously withdrawn their recommendation of the Drax Offer and urge HEIT Shareholders to take no action in respect of the Drax Offer and Under the terms of the Acquisition, HEIT Shareholders will be entitled to receive £0.924 in cash. All-cash offer to acquire HEIT by BidCo, which currently is indirectly controlled by Foresight Energy Infrastructure Partners II S.C.Sp ("FEIP II"). The cash consideration payable by BidCo to HEIT Shareholders pursuant to the Acquisition will be funded from equity and debt contributed to BidCo by FEIP II and Blackmead. FEIP II and BidCo entered into an Equity Commitment Letter on April 16, 2025 pursuant to which FEIP II has committed an amount of £102.8 million to be used to partially fund the Acquisition. Blackmead and BidCo entered into a Funding Agreement for £107.03 million on April 16, 2025, pursuant to which Blackmead agreed to fund the balance of the Acquisition. The HEIT Board is unanimously recommending the Acquisition. In addition, BidCo has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting, and the resolutions to be proposed at the General Meeting. The Acquisition shall be put to HEIT Shareholders at the Court Meeting and at the General Meeting. To become Effective, the Scheme must be approved by a majority in number of the HEIT Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the HEIT Shares voted. The Acquisition is currently expected to complete during the second quarter of 2025 and is subject to the satisfaction or waiver of the Conditions. An expected timetable of key events relating to the Acquisition will be set out in the Scheme Document. The HEIT Directors have unanimously recommended that HEIT Shareholders vote in favor of the resolutions to implement the Foresight Offer. Consequently, they have withdrawn their previous recommendation of the Drax Offer. The HEIT Directors, who have been so advised by Panmure Liberum as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. The Court Meeting, General Meeting and Voting Record Time for the Court Meeting and the General Meeting is expected to take place on May 28, 2025. Court Sanction Hearing is expected to take place on June 13, 2025. As of May 30, 2025, The transaction has been approved by the court and by shareholders in general shareholders meeting. The Long-Stop Date for the acquisition is on September 30, 2025. The Effective Date of the Scheme is June 17, 2025.
Mark Rushton, Ross Board, Matthew Coakes and Samuel Jackson of RBC Europe Limited acted as financial advisors, Ashurst LLP acted as legal advisor for Foresight Group LLP. Chris Clarke, Darren Vickers, Will King, and Tim Medak of Panmure Liberum Limited acted as a financial adviser, Gowling WLG LLP acted as legal advisor for Harmony Energy Income Trust Plc. Computershare Investor Services PLC acted as registrar to HEIT Shareholders.
Foresight Energy Infrastructure Partners II SCSp a fund managed by Foresight Group LLP completed the acquisition of Harmony Energy Income Trust Plc (LSE:HEIT) from group of shareholders on June 17, 2025. HEIT duly announces that, upon the closing of the deal Norman Crighton, Shefaly Yogendra, William Rickett CB, Hugh McNeal and Janine Freeman have each resigned from the HEIT Board and Jemma Louise Sherman, David Richard Weeks and James Benedict Williams have been appointed to the HEIT Board.
