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Recommended Offer for Energy Assets Group plc

18th Apr 2016 07:00

RNS Number : 4467V

Alinda Capital Partners Ltd(Cayman)

18 April 2016

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

18 April 2016

For immediate release

RECOMMENDED CASH ACQUISITION

Energy Assets Group plc ("Energy Assets" or the "Company")

Euston BidCo Limited ("BidCo")

an entity indirectly owned by investment funds controlled and managed by Alinda

to be effectedby means of a Scheme of Arrangementunder Part 26 of the Companies Act 2006

· The boards of Energy Assets and BidCo are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition by BidCo, a newly established company indirectly wholly owned by the Alinda Funds, which are controlled and managed by Alinda, of the entire issued and to be issued share capital of Energy Assets (the "Acquisition").

· Under the terms of the Acquisition, Energy Assets Shareholders will be entitled to receive 685 pence in cash for each Energy Assets Share held.

· The Acquisition values the entire issued and to be issued share capital of Energy Assets at approximately £198 million and represents an enterprise value multiple of approximately 13.8 times Energy Assets' EBITDA for the period ended 31 March 2015.

· The Acquisition Price represents a premium of approximately:

- 40.4 per cent. to the Closing Price of 488 pence per Energy Assets Share on 15 April 2016 (being the last Business Day prior to this Announcement);

- 41.2 per cent. to the volume-weighted average Closing Price of 485 pence per Energy Assets Share for the one month period ended 15 April 2016 (being the last Business Day prior to this Announcement); and

- 41.6 per cent. to the volume-weighted average Closing Price of 484 pence per Energy Assets Share for the three month period ended 15 April 2016 (being the last Business Day prior to this Announcement).

· The consideration payable under the Acquisition will be funded through a mixture of equity financing provided by the Alinda Funds and debt funding from bank facilities provided to the BidCo Group.

· It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme") (or, if BidCo elects, with the consent of the Panel, a Takeover Offer). In order for the Acquisition to become effective, amongst other things, the Scheme must be approved by a majority in number of the Energy Assets Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Energy Assets Shares voted. In addition, a special resolution implementing the Scheme must be passed by Energy Assets Shareholders representing at least 75 per cent. of votes cast at the General Meeting.

· The Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and the General Meeting, together with the Forms of Proxy, will be sent to Energy Assets Shareholders as soon as practicable. An expected timetable of principal events will be included in the Scheme Document. The Scheme Document will be made available by BidCo on Alinda's website at www.alinda.com and by Energy Assets on its website at www.energyassets.co.uk.

· The Energy Assets Directors, who have been advised by Numis as to the terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the Energy Assets Directors, Numis has taken into account the commercial assessments of the Energy Assets Directors. Accordingly, the Energy Assets Directors intend to recommend unanimously that Energy Assets Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and the special resolution necessary to implement the Scheme to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by a Takeover Offer, accept or procure acceptance of that Takeover Offer), as the Energy Assets Directors who hold Energy Assets Shares have irrevocably undertaken to do in respect of their own holdings of, in aggregate, 89,233 Energy Assets Shares, representing 0.3 per cent. of the Energy Assets' issued share capital on 15 April 2016 (being the last Business Day prior to the publication of this Announcement).

· BidCo has received irrevocable undertakings to vote or procure votes in favour of the Scheme at the Court Meeting and the resolutions necessary to implement the Scheme to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by a Takeover Offer, accept or procure acceptance of that offer) from:

- Macquarie Investments 2 Limited in respect 5,464,902 Energy Assets Shares, representing approximately 19.5 per cent. of the existing issued share capital of Energy Assets on 15 April 2016 (being the last Business Day prior to the publication of this Announcement);

- Marlborough Fund Managers in respect of 3,327,500 Energy Assets Shares, representing approximately 11.9 per cent. of the existing issued share capital of Energy Assets on 15 April 2016 (being the last Business Day prior to the publication of this Announcement);

- Old Mutual Global Investors in respect of 1,689,102 Energy Assets Shares, representing approximately 6.0 per cent. of the existing issued share capital of Energy Assets on 15 April 2016 (being the last Business Day prior to the publication of this Announcement);

- Alphagen Capital Limited in respect of 1,165,612 Energy Assets Shares, representing approximately 4.2 per cent. of the existing issued share capital of Energy Assets on 15 April 2016 (being the last Business Day prior to the publication of this Announcement); and

- Henderson Global Investors Limited in respect of 750,427 Energy Assets Shares, representing approximately 2.7 per cent. of the existing issued share capital of Energy Assets on 15 April 2016 (being the last Business Day prior to the publication of this Announcement).

· Further details of these irrevocable undertakings are described in paragraph 6 and Appendix III of this Announcement.

· BidCo has therefore received irrevocable undertakings to vote or procure votes in favour of the Scheme at the Court Meeting and the resolutions necessary to implement the Scheme to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by a Takeover Offer, accept or procure acceptance of that Takeover Offer) in respect of 12,486,776 Energy Assets Shares, representing approximately 44.6 per cent. of the existing issued share capital of Energy Assets in issue on 15 April 2016 (being the last Business Day prior to the publication of this Announcement).

· BidCo is an investment vehicle indirectly wholly owned by the Alinda Funds and has been formed for the purposes of making the Acquisition. Alinda Capital Partners is an infrastructure investment firm with US$9 billion of assets under management.

Commenting on the Acquisition, Chris Beale, Managing Partner of Alinda Capital Partners, said:

"Alinda Capital Partners is delighted to announce the recommended acquisition of Energy Assets. Energy Assets is a strong company with a robust business model which we have followed for some time. We are committed to enhancing Energy Assets' position as a leading independent operator during an important phase for the business as it invests in the roll-out of smart meters and to working with its customers, employees and management to continue the success of the Company."

Commenting on the Acquisition, Dr Christopher Masters, Chairman of Energy Assets, said:

"Since the time of the IPO of Energy Assets in March 2012, Energy Assets has successfully executed its strategy of generating high levels of revenue growth, broadening its activities and market reach and increasing profitability. Whilst Energy Assets is well placed to continue to deliver on its stated strategy, the recommended acquisition by BidCo announced today will enable shareholders to crystallise an immediate and certain value in cash. It represents a significant premium to both the recent share price trading levels and the share price at the time of the IPO and avoids exposure to the risks and uncertainties implicit in executing a forward looking strategy. Furthermore, the combination with BidCo represents an exciting opportunity for Energy Assets' clients, employees, partners and other stakeholders to benefit from being a part of Alinda."

This summary should be read in conjunction with the accompanying full text of this Announcement and the appendices to it which set out further details of the Acquisition and which form an integral part of this Announcement. The Acquisition will be subject to the Conditions set out in Appendix I to this Announcement and the full conditions and further terms which will be set out in the Scheme Document.

Appendix II contains further details of the sources of information and bases of certain financial information used in the Announcement. Appendix III contains further details of the irrevocable undertakings received by BidCo. Appendix IV contains the definitions of certain expressions used in this Announcement.

Enquiries

Alinda Capital Partners III Ltd Andrew Bishop	Tel: +44 (0) 20 7101 2500
Evercore (Financial Adviser to Alinda and BidCo) Mark Connell Ben Catt Andrew Price	Tel: +44 (0) 20 7653 6000
Energy Assets Group plc Philip Bellamy-Lee John McMorrow	Tel: +44 (0) 1506 405 405
Numis (Rule 3 Financial Adviser to Energy Assets) Stuart Skinner Stuart Ord Charles Farquhar	Tel: +44 (0) 20 7260 1000

Important notices

Evercore Partners International LLP ("Evercore"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively for Alinda and BidCo and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the matters referred to in this Announcement and will not be responsible to anyone other than Alinda and BidCo for providing the protections afforded to clients of Evercore, nor for providing advice in relation to the matters referred to in this Announcement. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with this Announcement, any statement contained herein or otherwise.

Numis Securities Limited ("Numis"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Energy Assets and for no one else in connection with the Acquisition and will not regard any other person as its client in relation to the matters referred to in this Announcement and will not be responsible to anyone other than Energy Assets for providing the protections afforded to clients of Numis, nor for providing advice in relation to the matters referred to in this Announcement. Neither Numis nor any of its group undertakings (as such term is defined in section 1161 of the Companies Act 2006) or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Numis in connection with this Announcement, any statement contained herein or otherwise.

This Announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely by means of the Scheme Document (or, if applicable, a Takeover Offer) which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if applicable, a Takeover Offer).

The Scheme Document (including notices of the Court Meeting and General meeting), together with the relevant Forms of Proxy, will be posted to Energy Assets Shareholders as soon as practicable.

This Announcement does not constitute a prospectus or a prospectus equivalent document.

This Announcement has been prepared for the purpose of complying with English law, the Code and the Listing Rules and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Overseas shareholders

The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law. The laws of certain jurisdictions may affect the availability of the Acquisition to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe, any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this Announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. In particular, the ability of persons who are not resident in the United Kingdom to vote their Energy Assets Shares at the Court Meeting or the General Meeting or to execute and deliver Forms of Proxy appointing another to vote their Energy Assets Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

Unless otherwise determined by BidCo or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and persons receiving this Announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction.

The Acquisition relates to the shares of a UK company and it is proposed to be made by means of a scheme of arrangement provided for under the laws of England and Wales. The Scheme will relate to the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Securities Exchange Act of 1934, as amended (the "Exchange Act"). A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US proxy solicitation and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to the financial statements of US companies. However, if BidCo were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable laws and regulations, including Section 14(e) of the Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the United States by BidCo and no one else. In addition to any such Takeover Offer, BidCo, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Energy Assets outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase are made they would be made outside the United States in compliance with applicable law, including the Exchange Act.

Forward looking statements

This Announcement contains statements with respect to Alinda, BidCo and Energy Assets that are or may be forward looking statements. All statements other than statements of historical facts included in this Announcement may be forward looking statements. Forward looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "aim", "will", "may", "would", "could" or "should" or other words of similar meaning or the negative thereof. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial conditions, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the operations of the Energy Assets Group and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the business of the Energy Assets Group.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Alinda, BidCo or Energy Assets or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. None of Alinda, BidCo or Energy Assets undertake any obligation to update publicly or revise forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per ordinary share for Energy Assets for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for Energy Assets.

Right to switch to a Takeover Offer

BidCo reserves the right to elect, with the consent of the Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued share capital of Energy Assets as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on substantially the same terms as those which would apply to the Scheme (subject to appropriate amendments, including (without limitation, and if agreed with the Panel) the inclusion of an acceptance condition set at 90 per cent. of the shares to which such Takeover Offer relates or such lesser percentage, being more than 50 per cent., as BidCo may decide).

Publication on website

A copy of this Announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on Alinda's website at www.alinda.com and Energy Assets' website at www.energyassets.co.uk by no later than 12 noon (London time) on 19 April 2016.

Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

You may request a hard copy of this Announcement, free of charge, by contacting Numis on +44 (0)20 7260 1000 or Evercore on +44 (0)20 7653 6000. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

Information relating to Energy Assets Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Energy Assets Shareholders, persons with information rights and other relevant persons for the receipt of communications from Energy Assets may be provided to BidCo during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c) of the Code.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 2.10 disclosure

In accordance with Rule 2.10 of the Code, Energy Assets confirms that as at the close of business on 15 April 2016 it had 28,003,394 ordinary shares of 1 pence each in issue and admitted to trading on the main market of the London Stock Exchange. The International Securities Identification Number (ISIN) for Energy Assets ordinary shares is GB00B78CNY10.

18 April 2016

For Immediate Release

RECOMMENDED CASH ACQUISITION

Energy Assets Group plc ("Energy Assets" or the "Company")

Euston BidCo Limited ("BidCo")

an entity indirectly owned by investment funds controlled and managed by Alinda

to be effectedby means of a Scheme of Arrangementunder Part 26 of the Companies Act 2006

1. Introduction

The boards of Energy Assets and BidCo are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition by BidCo, a newly established company indirectly wholly owned by the Alinda Funds, which are controlled and managed by Alinda, of the entire issued and to be issued share capital of Energy Assets (the "Acquisition").

2. Terms of the Acquisition

Under the terms of the Acquisition, which is subject to the Conditions set out in Appendix I to this Announcement, the other terms in this Announcement and the full terms and conditions to be set out in the Scheme Document, Energy Assets Shareholders will receive:

for each Energy Assets Share, 685 pence in cash.

The Acquisition values the entire issued and to be issued share capital of Energy Assets at approximately £198 million and represents an enterprise value multiple of approximately 13.8 times Energy Assets' EBITDA for the period ended 31 March 2015.

The Acquisition Price represents a premium of approximately:

- 40.4 per cent. to the Closing Price of 488 pence per Energy Assets Share on 15 April 2016 (being the last Business Day prior to this Announcement);

It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (or, if BidCo elects, with the consent of the Panel, a Takeover Offer). In order for the Acquisition to become effective, amongst other things, the Scheme must be approved by a majority in number of the Energy Assets Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Energy Assets Shares voted. In addition, a special resolution implementing the Scheme must be passed by Energy Assets Shareholders representing at least 75 per cent. of votes cast at the General Meeting.

The Energy Assets Shares will be acquired by BidCo with full title guarantee, fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights existing at the date of this Announcement or thereafter attaching thereto, including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this Announcement in respect of the Energy Assets Shares.

The price of the Energy Assets Shares assumes that Energy Assets Shareholders will not receive a final dividend in respect of Energy Assets' financial year ended 31 March 2016. If any dividend or other distribution is authorised, declared, proposed, paid or made on or after the date of this Announcement and prior to the Effective Date, BidCo reserves the right to adjust downward the price on an equivalent basis.

3. Recommendation

The Energy Assets Directors, who have been advised by Numis as to the terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the Energy Assets Directors, Numis has taken into account the commercial assessments of the Energy Assets Directors. Numis is acting as the independent financial adviser to Energy Assets for the purposes of providing independent advice to the Energy Assets Directors on the Acquisition under Rule 3 of the Code.

Accordingly, the Energy Assets Directors intend to recommend unanimously that Energy Assets Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and the special resolution necessary to implement the Scheme to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by a Takeover Offer, accept or procure acceptance of that offer), as the Energy Assets Directors have irrevocably undertaken to do in respect of their own beneficial holdings.

4. Background to, and reasons for, the Acquisition

Alinda believes that the UK energy metering sector provides an attractive opportunity for infrastructure investors by combining asset-intensive operations, contractual underpinning and a supportive regulatory environment, allowing for unregulated pricing and growth through smart metering. Alinda believes that Energy Assets is well positioned in the energy metering sector.

In particular, Alinda is attracted by Energy Assets' integrated metering services business model and Energy Assets' strategy of ensuring that its business is underpinned by long-term contracts providing recurring income, and of investing in areas offering both revenue diversification and growth potential. Alinda also considers Energy Assets to have a strong management team, which has delivered excellent operational performance and successful growth and development of the Company.

5. Background to, and reasons for, the recommendation

Since its IPO in March 2012, Energy Assets' goal has been to deliver attractive shareholder returns by continuing to grow its asset base and Siteworks business in order to generate high and recurring levels of revenue growth and increasing profitability. Energy Assets has consistently delivered on this objective and has implemented a strategy focused primarily on continuing to achieve such growth both organically and through making targeted acquisitions which can add value.

While the Energy Assets Directors believe that the present strategy and opportunities for exploiting its service offerings are capable of delivering long-term growth and profitability of the Energy Assets business, they believe the terms of the Acquisition provide Energy Assets Shareholders with an immediate, certain and attractive cash value. The Energy Assets Directors believe the Acquisition appropriately recognises the medium term prospects and growth potential of Energy Assets as a standalone business, taking into account the dynamics of the markets in which Energy Assets operates and the competitive landscape.

Following careful consideration of the above factors, the Energy Assets Directors intend unanimously to recommend that Energy Assets Shareholders vote in favour of the Acquisition, as each of the Energy Assets Directors who is interested in Energy Assets Shares has irrevocably undertaken to do in respect of the Energy Assets Shares owned and/or controlled by that Energy Assets Director.

6. Irrevocable Undertakings

BidCo has received irrevocable undertakings from each of the Energy Assets Directors who is interested in Energy Assets Shares to vote (or to procure the voting) in favour of the Scheme at the Court Meeting and the resolutions necessary to implement the Scheme at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of that Takeover Offer) in respect of those Energy Assets Shares owned and/or controlled by that Energy Assets Director. Such Energy Assets Shares amount to, in aggregate, 89,233 Energy Assets Shares representing approximately 0.3 per cent. of the share capital of Energy Assets in issue on 15 April 2016 (being the last Business Day prior to the date of this Announcement).

In addition, BidCo has received irrevocable undertakings from Macquarie Investments 2 Limited, Marlborough Fund Managers, Old Mutual Global Investors, Alphagen Capital Limited and Henderson Global Investors Limited to vote (or procure the voting) in favour of the Scheme at the Court Meeting and the resolutions necessary to implement the Scheme at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of that Takeover Offer) in respect of, in aggregate, 12,397,543 Energy Assets Shares, representing approximately 44.3 per cent. of the share capital of Energy Assets in issue on 15 April 2016 (being the last Business Day prior to the date of this Announcement).

BidCo has therefore received irrevocable undertakings to vote or procure votes in favour of the Scheme at the Court Meeting and the resolutions necessary to implement the Scheme to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by a Takeover Offer, accept or procure acceptance of that Takeover Offer) in respect of 12,486,776 Energy Assets Shares, representing approximately 44.6 per cent. of the existing issued share capital of Energy Assets in issue on 15 April 2016 (being the last Business Day prior to the publication of this Announcement).

Further details of all irrevocable undertakings received by BidCo are set out in Appendix III to this Announcement.

7. Information on BidCo and Alinda

BidCo

BidCo is a newly incorporated company formed for the purpose of the Acquisition and is indirectly wholly owned by the Alinda Funds. BidCo is incorporated under the laws of England and Wales and has not traded since incorporation, nor has it entered into any obligations, other than in connection with the Acquisition and the financing of the Acquisition.

Alinda Capital Partners

Alinda Capital Partners is an infrastructure investment firm. Alinda Capital Partners has US$9 billion of assets under management and has invested in infrastructure businesses that operate in 33 states in the United States as well as in Canada, the United Kingdom, Germany, the Netherlands, Belgium and Poland. These businesses serve over 95 million customers annually in more than 400 cities globally, and employ more than 12,000 people.

Alinda Capital Partners has a long-term investment horizon focusing on investing in infrastructure assets that provide essential services to communities and which generate stable and predictable long term cash flows. Alinda Capital Partners' management model employs a strong operational focus. Alinda Capital Partners uses the skills of its senior industry executives with operating experience to assist the companies it acquires. Additionally, Alinda Capital Partners is fully supportive of financially sound growth initiatives and provides capital to its portfolio assets to fund such growth.

8. Information on Energy Assets

Energy Assets is the largest independent provider of industrial and commercial gas metering services in the UK (by number of meters owned and managed) and is a major provider of utility infrastructure services and electricity metering and data services. The Energy Assets metering, data and Siteworks service offerings benefit thousands of businesses throughout the UK across the gas, water and electricity sectors. Energy Assets offers utility suppliers and end user consumers of energy a broad spectrum of expert metering services, which range from the provision and management of new and replacement meters through its meter asset management division, to the procurement and project management of related utility infrastructure works, including fully managed gas installations and live connections, gas pipework modifications and in-depth gas maintenance projects, through its Siteworks division. Energy Assets also collects and provides energy consumption data through its data services division.

In the financial year ended 31 March 2015, Energy Assets' revenue and operating profit were £36.2 million and £13.1 million, respectively. In the six months ended 30 September 2015, Energy Assets' revenue and operating profit were £20.6 million and £7.0 million respectively. As at 30 September 2015, Energy Assets' owned and managed data asset portfolio was circa 404,000 assets.

Energy Assets Shares are listed on the Official List of the UKLA and are traded on the Main Market of the London Stock Exchange.

Current trading and outlook

The second half of Energy Assets' financial year has concluded very recently. Energy Assets will report its results for the year ended 31 March 2016 in due course but the Energy Assets Directors are pleased to report another period of strong trading activity, maintaining a continued pattern of growth across Energy Assets' Meter Asset Management, Data Services and Siteworks divisions, in line with the Energy Assets Board's expectations.

9. Management, employees and locations

BidCo considers Energy Assets' senior management team and employees to be important to the future success of the Company and has been impressed with the results achieved by the senior management team over the last few years. Under its ownership, BidCo would seek to provide non-executive stewardship, investment and asset management support to Energy Assets. Accordingly, BidCo would like to retain the skills and experience of Energy Assets' current senior management team following completion of the Acquisition.

Alinda and BidCo intend to manage Energy Assets as a standalone investment and do not intend to integrate it with any other existing business controlled by Alinda. Following the Scheme becoming effective, BidCo intends to conduct a detailed business review with the senior management team with the objective of optimising Energy Assets' strategy and operational efficiency. This review will consider, amongst other things, Energy Assets' strategic plans, the continued employment of, and conditions of employment of, the employees and management of Energy Assets and the deployment of the Company's fixed assets. BidCo anticipates that if any changes are proposed as a result of this review such changes are likely to be immaterial. BidCo has no intention of changing Energy Assets' places of business. If the Acquisition completes, BidCo intends that the existing employment rights, including pension rights, of the management and employees of Energy Assets will be safeguarded. BidCo has no current intention of changing employer contributions into Energy Assets' pension schemes, the accrual of benefits for existing members of the admission of new members except as required by applicable law or regulation.

Each of the non-executive directors of Energy Assets has agreed to resign from the Energy Assets Board conditional upon, and with effect from, the Effective Date (or, in the event that the Acquisition is implemented by way of a Takeover Offer, upon that Takeover Offer becoming or being declared wholly unconditional).

No proposals have been made on the terms of any future incentive arrangements for relevant managers or the continuing Energy Assets Directors and there have been no discussions in respect of the terms of these arrangements.

In considering the recommendation of the Acquisition to Energy Assets Shareholders, the Energy Assets Board has given due consideration to BidCo's intentions, as stated above, for the business, management, employees and location of business of Energy Assets. The Energy Assets Board welcomes these confirmations of BidCo and believes that the Acquisition represents an exciting opportunity for Energy Assets and its employees.

10. Energy Assets Share Plans

Participants in the Energy Assets Share Plans will be contacted regarding the effect of the Acquisition on their rights under the Energy Assets Share Plans and appropriate proposals will be made to such participants in due course.

It is intended that the arrangements to be proposed will allow holders of options under the Energy Assets Long Term Incentive (Approved Share Option) Plan (which are already exercisable) to exercise their options with the benefit of a cashless exercise facility.

It is intended that awards under the non-approved Energy Assets Long Term Incentive Plan (the "Non-Approved LTIP") (which are subject to performance targets and time vesting) will vest in full (to the extent that they are not already exercisable). Awards under the Non-Approved LTIP which were granted in September 2014 and July 2015 are subject to performance targets in respect of total shareholder return (TSR) and return on capital employed (ROCE). The TSR performance targets have been met in full to date and the remuneration committee of the Energy Assets Board (the "Remuneration Committee") has, subject to the Court sanctioning the Scheme, exercised its discretion under the terms of the Non-Approved LTIP awards to reduce the ROCE performance target. The Remuneration Committee has also, subject to the Court sanctioning the Scheme, exercised its discretion to waive the pro-rating condition which would otherwise apply in relation to Non-Approved LTIP awards in respect of which the Court sanction date will arise before the third anniversary of the date of grant.

It is intended that awards under the Energy Assets Employee Retention Award Plan (none of which are subject to performance conditions) will vest in full (to the extent that they are not already exercisable). The Remuneration Committee has, subject to the Court sanctioning the Scheme, exercised its discretion under the rules of the Energy Assets Employee Retention Award Plan to waive the pro-rating condition which would otherwise apply in relation to Energy Assets Employee Retention Award Plan awards in respect of which the Court sanction date will arise before the second anniversary of the date of grant.

All awards under the Energy Assets IPO Award Plan and the Energy Assets Deferred Bonus Plan are already exercisable.

Bonuses for executives are normally paid in the form of cash and an award of shares under the Energy Assets Deferred Bonus Plan. No share awards will be made in respect of the financial year ended 31 March 2016 and instead (to the extent that the performance conditions have been satisfied) the proportion of the bonus that would have been made in shares will be paid in cash at the same time the share award would have vested.

Numis has advised the Energy Assets Directors that the arrangements set out above are fair and reasonable in terms of Rule 15(b) of the Code. In providing its advice, Numis has taken into account the commercial assessments of the Energy Assets Directors.

11. Financing

The consideration payable under the Acquisition will be funded through a mixture of equity financing provided by the Alinda Funds and debt funding from third party providers of debt finance to the BidCo Group.

Evercore, as financial adviser to Alinda and BidCo, is satisfied that sufficient resources are available to BidCo to satisfy, in full, the cash consideration payable to Energy Assets Shareholders under the terms of the Acquisition.

12. Structure of the Acquisition

It is intended that the Acquisition shall be effected by means of a Court-sanctioned scheme of arrangement between Energy Assets and Energy Assets Shareholders under Part 26 of the Companies Act. BidCo reserves the right to elect to implement the Acquisition by way of Takeover Offer (subject to Panel consent, where necessary).

The purpose of the Scheme is to provide for BidCo to become the holder of the entire issued and to be issued ordinary share capital of Energy Assets. This is to be achieved by the transfer of the Energy Assets Shares to BidCo, in consideration for which the Energy Assets Shareholders shall receive cash consideration on the basis set out in paragraph 2 of this Announcement.

To become effective, the Scheme must be approved by a majority in number of the Energy Assets Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Energy Assets Shares voted. The Scheme also requires the passing at the General Meeting of a special resolution necessary to implement the Scheme by Energy Assets Shareholders representing as least 75 per cent. of votes cast, and the sanction of the Court.

The Scheme is also subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document.

Once the necessary approvals from Energy Assets Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be sanctioned by the Court. The Scheme shall then become effective upon delivery of the Court Order to the Registrar of Companies. Subject to satisfaction of the Conditions, the Scheme is expected to become effective in Q2 2016.

The Acquisition shall lapse if:

· the Court Meeting and the General Meeting are not held by the 22nd day after the expected date of the Court Meeting and the General Meeting, such dates to be set out in the Scheme Document (or such later date as may be agreed between BidCo and Energy Assets); or

· the Court hearing to sanction the Scheme is not held by the 22nd day after the expected date of such hearing, such date to be set out in the Scheme Document (or such later date as may be agreed between BidCo and Energy Assets); or

· the Scheme does not become effective by 31 August 2016 (or such later date as may be agreed between BidCo and Energy Assets, and as the Panel and the Court may allow),

provided however that the deadlines for the timing of the Court Meeting, the General Meeting and the Court hearing to approve the Scheme as set out above may be waived by BidCo.

Upon the Scheme becoming effective, it shall be binding on all Energy Assets Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting.

Further details of the Scheme, including an indicative timetable for its implementation, shall be set out in the Scheme Document.

13. Scheme Document

The Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and the General Meeting, together with the Forms of Proxy, will be sent to Energy Assets Shareholders as soon as practicable. The Scheme Document will be made available by BidCo on Alinda's website at www.alinda.com and by Energy Assets on its website at www.energyassets.co.uk.

Energy Assets Shareholders are urged to read the Scheme Document and the accompanying Forms of Proxy because they will contain important information.

14. Conditions to the Acquisition

The Acquisition and, accordingly, the Scheme, is subject to a number of conditions set out in Appendix I to this Announcement and to be set out in the Scheme Document, including:

· its approval by a majority in number of the Energy Assets Shareholders who are present and vote, whether in person or by proxy, at the Court Meeting and who represent 75 per cent. in value of the Energy Assets Shares voted by those Energy Assets Shareholders;

· the resolution(s) required to approve and implement the Scheme being duly passed by Energy Assets Shareholders representing 75 per cent. or more of votes cast at the General Meeting;

· the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Energy Assets and BidCo); and

· the delivery of a copy of the Court Order to the Registrar of Companies.

15. De-listing

Prior to the Scheme becoming effective, Energy Assets will make an application to the London Stock Exchange for the cancellation of the listing of Energy Assets Shares on the Official List and for the cancellation of trading of the Energy Assets Shares on the London Stock Exchange's market for listed securities in each case to take effect from or shortly after the Effective Date. The last day of dealings in Energy Assets Shares on the Main Market of the London Stock Exchange is expected to be the Business Day immediately following the Court Hearing.

On the Effective Date, share certificates in respect of Energy Assets Shares shall cease to be valid and entitlements to Energy Assets Shares held within the CREST system shall be cancelled.

It is proposed, as part of the application to Court in connection with the Scheme, to seek an order of the Court pursuant to section 651 of the Companies Act to re-register Energy Assets as a private limited company.

16. Overseas shareholders

This Announcement has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

The availability of the Acquisition or the release, publication or distribution of this Announcement to persons not resident in the United Kingdom may be prohibited or affected by the laws or regulations of their relevant jurisdiction. It is the responsibility of any person into whose possession this Announcement comes to inform themselves about, and observe, any applicable legal or regulatory requirements of their jurisdiction. Further details in relation to overseas shareholders will be contained in the Scheme Document.

17. Acquisition-related arrangements

Confidentiality Agreement

Alinda Capital Partners LLC and Energy Assets entered into a confidentiality agreement on 27 January 2016 (the "Confidentiality Agreement") pursuant to which each of Alinda Capital Partners LLC (on behalf of itself and related persons) and Energy Assets has undertaken to keep confidential information relating to the other party and not to disclose it to third parties (other than to permitted disclosees) unless required by law or regulation. These confidentiality obligations shall remain in force for a period of two years from the date of the Confidentiality Agreement.

Co-operation Agreement

BidCo and Energy Assets entered into a co-operation agreement on 18 April 2016 pursuant to which BidCo and Energy Assets have, amongst other things, each agreed to co-operate in preparing and implementing proposals in relation to the Energy Assets Share Plans.

18. Disclosure of interests

As at the close of business on 15 April 2016 (being the last Business Day prior to the date of this Announcement) neither Alinda, BidCo nor any of its directors, nor, so far as Alinda is aware, any person acting in concert (within the meaning of the Code) with it has (i) any interest in or right to subscribe for any relevant Energy Assets securities, nor (ii) any short positions in respect of relevant Energy Assets securities (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, nor (iii) borrowed or lent any relevant Energy Assets securities (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Code).

19. General

The Acquisition shall be made subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document. The bases and sources of certain financial information contained in this Announcement are set out in Appendix II to this Announcement. A summary of the irrevocable undertakings given in relation to the Acquisition is contained in Appendix III to this Announcement. Certain terms used in this Announcement are defined in Appendix IV to this Announcement.

Numis and Evercore have each given and not withdrawn their consent to the publication of this Announcement with the inclusion herein of the references to their names in the form and context in which they appear.

20. Documents to be published on a website

Copies of the following documents shall be made available on Alinda's and Energy Assets' websites at www.alinda.com and www.energyassets.co.uk (respectively) (subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions) until the end of the Offer Period:

· this Announcement;

· the irrevocable undertakings referred to in paragraph 6 above and summarised in Appendix III to this Announcement;

· documents relating to the financing of the Acquisition referred to in paragraph 11 above;

· the written consents provided by each of Numis and Evercore;

· the Confidentiality Agreement referred to in paragraph 17 above; and

· the Co-operation Agreement referred to in paragraph 17 above.

Enquiries

Alinda Capital Partners III Ltd Andrew Bishop	Tel: +44 (0) 20 7101 2500
Evercore (Financial Adviser to Alinda and BidCo) Mark Connell Ben Catt Andrew Price	Tel: +44 (0) 20 7653 6000
Energy Assets Group plc Philip Bellamy-Lee John McMorrow	Tel: +44 (0) 1506 405 405
Numis (Rule 3 Financial Adviser to Energy Assets) Stuart Skinner Stuart Ord Charles Farquhar	Tel: +44 (0) 20 7260 1000

Important notices

The Scheme Document (including notices of the Court Meeting and General meeting), together with the relevant Forms of Proxy, will be posted to Energy Assets Shareholders as soon as practicable.

This Announcement does not constitute a prospectus or a prospectus equivalent document.

Overseas shareholders

Forward looking statements

No profit forecasts or estimates

Right to switch to a Takeover Offer

Publication on website

Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

Information relating to Energy Assets Shareholders

Rounding

Disclosure requirements of the Code

Rule 2.10 disclosure

APPENDIX ICONDITIONS AND FURTHER TERMS OF THE ACQUISITION

Part A: Conditions of the Scheme

The Acquisition is conditional upon the Scheme becoming unconditional and effective, subject to the Code, by not later than 31 August 2016 or such later date (if any) as BidCo and Energy Assets may agree and (if required) the Panel and the Court may allow.

1. The Scheme shall be subject to the following conditions:

1.1

(i) its approval by a majority in number of the Energy Assets Shareholders who are present and vote, whether in person or by proxy, at the Court Meeting and who represent 75 per cent. or more in value of the Energy Assets Shares voted by those Energy Assets Shareholders; and

(ii) such Court Meeting being held on or before the 22nd day after the expected date of the Court Meeting as set out in the Scheme Document (or such later date as may be agreed by BidCo and Energy Assets and the Court may allow);

1.2

(i) the resolution(s) required to approve and implement the Scheme being duly passed by Energy Assets Shareholders representing 75 per cent. or more of votes cast at the General Meeting; and

(ii) such General Meeting being held on or before the 22nd day after the expected date of the General Meeting as set out in the Scheme Document (or such later date as may be agreed by BidCo and Energy Assets and the Court may allow);

1.3

(i) the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Energy Assets and BidCo) and the delivery of a copy of the Court Order to the Registrar of Companies; and

(ii) the Court hearing to sanction the Scheme being held on or before the 22nd day after the expected date of the Court sanction hearing as set out in the Scheme Document (or such later date as may be agreed by BidCo and Energy Assets and the Court may allow).

2. In addition, subject as stated in Part B below and to the requirements of the Panel, the Acquisition shall be conditional upon the following Conditions and, accordingly, the Court Order will not be delivered to the Registrar of Companies unless such Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

Notifications, waiting periods and Authorisations

(a) all notifications, filings or applications which are necessary or considered appropriate by BidCo (acting reasonably) having been made in connection with the Acquisition and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated or waived (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in each case in respect of the Acquisition and all Authorisations which are deemed reasonably necessary or appropriate by BidCo in any jurisdiction for or in respect of the Acquisition and, except pursuant to Chapter 3 of Part 28 of the Companies Act, the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, Energy Assets or any other member of the Wider Energy Assets Group by any member of the Wider BidCo Group having been obtained in terms and in a form reasonably satisfactory to BidCo from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Energy Assets Group or the Wider BidCo Group has entered into contractual arrangements and all such Authorisations reasonably necessary or appropriate to carry on the business of any member of the Wider Energy Assets Group in any jurisdiction having been obtained and all such Authorisations remaining in full force and effect at the time at which the Acquisition becomes otherwise wholly unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

General antitrust and regulatory

(b) no antitrust regulator or Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:

(i) require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider BidCo Group or by any member of the Wider Energy Assets Group of all or any material part of their respective businesses, assets or property or impose any material limitation on the ability of all or any of them to conduct their respective businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof);

(ii) except pursuant to Chapter 3 of Part 28 of the Companies Act, require any member of the Wider BidCo Group or the Wider Energy Assets Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Energy Assets Group or any asset owned by any Third Party (other than in the implementation of the Acquisition);

(iii) impose any material limitation on, or result in a material delay in, the ability of any member of the Wider BidCo Group directly or indirectly to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in Energy Assets or on the ability of any member of the Wider Energy Assets Group or any member of the Wider BidCo Group directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Wider Energy Assets Group;

(iv) otherwise materially adversely affect any or all of the business, assets, profits or prospects of any member of the Wider Energy Assets Group or any member of the Wider BidCo Group;

(v) result in any member of the Wider Energy Assets Group or any member of the Wider BidCo Group ceasing to be able to carry on business under any name under which it presently carries on business;

(vi) make the Acquisition, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Energy Assets by any member of the Wider BidCo Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly materially prevent or materially prohibit, restrict, restrain, or materially delay or otherwise materially interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge, impede, interfere or require material amendment of the Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Energy Assets by any member of the Wider BidCo Group;

(vii) require, prevent or materially delay a divestiture by any member of the Wider BidCo Group of any shares or other securities (or the equivalent) in any member of the Wider Energy Assets Group or any member of the Wider BidCo Group; or

(viii) impose any material limitation on the ability of any member of the Wider BidCo Group of any member of the Wider Energy Assets Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider BidCo Group and/or the Wider Energy Assets Group,

and all applicable waiting and other time periods (including any extensions thereof) during which any such antitrust regulator or Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any Energy Assets Shares or otherwise intervene having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement, etc.

(c) except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider Energy Assets Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject or any event or circumstance which, as a consequence of the Acquisition or the acquisition or the proposed acquisition by any member of the Wider BidCo Group of any shares or other securities (or the equivalent) in Energy Assets or because of a change in the control or management of any member of the Wider Energy Assets Group or otherwise, would or might reasonably be expect to result in (in any case to an extent which is or would be material in the context of the Wider Energy Assets Group taken as a whole):

(i) any monies borrowed by, or any other indebtedness, actual or contingent, of, or any grant available to, any member of the Wider Energy Assets Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) the creation, save in the ordinary and usual course of business, or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider Energy Assets Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(iii) any such arrangement, agreement, lease, licence, franchise, permit or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the Wider Energy Assets Group being adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(iv) any liability of any member of the Wider Energy Assets Group to make any severance, termination, bonus or other payment to any of its directors, or other officers;

(v) the rights, liabilities, obligations, interests or business of any member of the Wider Energy Assets Group or any member of the Wider BidCo Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider Energy Assets Group or any member of the Wider BidCo Group in or with any other person or body or firm or company (or any arrangement or arrangement relating to any such interests or business) being or becoming capable of being terminated, or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(vi) any member of the Wider Energy Assets Group ceasing to be able to carry on business under any name under which it presently carries on business;

(vii) the value of, or the financial or trading position or prospects of, any member of the Wider Energy Assets Group being prejudiced or adversely affected; or

(viii) the creation or acceleration of any material liability (actual or contingent) by any member of the Wider Energy Assets Group other than trade creditors or other liabilities incurred in the ordinary course of business,

and no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Energy Assets Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might result in any of the events or circumstances as are referred to in Conditions (c)(i) to (viii) (in each case to an extent which is material in the context of the Wider Energy Assets Group taken as a whole);

Energy Assets Shareholder resolution

(d) no resolution of Energy Assets Shareholders in relation to any acquisition or disposal of assets or shares (or the equivalent thereof) in any undertaking or undertakings (or in relation to any merger, demerger, reconstruction, amalgamation or scheme) being passed at a meeting of Energy Assets Shareholders;

Certain events occurring since 31 March 2015

(e) except as Disclosed, no member of the Wider Energy Assets Group having since 31 March 2015:

(i) issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Energy Assets Shares out of treasury (except, where relevant, as between Energy Assets and wholly owned subsidiaries of Energy Assets or between the wholly owned subsidiaries of Energy Assets and except for the issue or transfer out of treasury of Energy Assets Shares on the exercise of employee share options or vesting of employee share awards in the ordinary course under the Energy Assets Share Plans);

(ii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly owned subsidiary of Energy Assets to Energy Assets or any of its wholly owned subsidiaries;

(iii) other than pursuant to the Acquisition (and except for transactions between Energy Assets and its wholly owned subsidiaries or between the wholly owned subsidiaries of Energy Assets and transactions in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case to an extent which is material in the context of the Wider Energy Assets Group taken as a whole;

(iv) (except for transactions between Energy Assets and its wholly owned subsidiaries or between the wholly owned subsidiaries of Energy Assets or in respect of transactions in the ordinary course of business) disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised, proposed or announced any intention to do so;

(v) (except for transactions between Energy Assets and its wholly owned subsidiaries or between the wholly owned subsidiaries of Energy Assets or in respect of transactions in the ordinary course of business) issued, authorised or proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or incurred or increased any indebtedness which is material in the context of the Wider Energy Assets Group as a whole;

(vi) except in the ordinary course of business, entered into or materially varied or authorised, proposed or announced its intention to enter into or materially vary any contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, unusual or onerous nature or magnitude or which is or which involves or could involve an obligation of a nature or magnitude which is reasonably likely to be materially restrictive on the business of any member of the Wider Energy Assets Group which, taken together with any other such transaction, arrangement, agreement, contract or commitment, is material in the context of the Wider Energy Assets Group as a whole;

(vii) entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary the terms of any contract, service agreement, commitment or arrangement with any director or, except for salary increases, bonuses or variations of terms in the ordinary course, senior executive of any member of the Wider Energy Assets Group;

(viii) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Wider Energy Assets Group which are material in the context of the Wider Energy Assets Group taken as a whole;

(ix) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, except in respect of the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;

(x) except in the ordinary course of business, waived, compromised or settled any claim which is material in the context of the Wider Energy Assets Group as a whole;

(xi) terminated or varied the terms of any agreement or arrangement between any member of the Wider Energy Assets Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the Wider Energy Assets Group taken as a whole;

(xii) made any alteration to its memorandum or articles of association or other incorporation documents;

(xiii) except in relation to changes made or agreed as a result of, or arising from, changes to legislation, made or agreed or consented to any significant change to:

(A) the terms of the trust deeds and rules constituting the pension scheme(s) established by any member of the Wider Energy Assets Group for its directors, employees or their dependants;

(B) the contributions payable to any such scheme(s) or to the benefits which accrue, or to the pensions which are payable, thereunder;

(C) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

(D) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued, made, agreed or consented to,

to an extent which is in any such case material in the context of the Wider Energy Assets Group;

(xiv) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business which is material in the context of the Wider Energy Assets Group taken as a whole;

(xv) (other than in respect of any member of the Wider Energy Assets Group that was dormant and solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(xvi) (except for transactions between Energy Assets and its wholly owned subsidiaries or between the wholly owned subsidiaries, or in the ordinary course of business), made, authorised, proposed or announced an intention to propose any change in its loan capital;

(xvii) entered into, implemented or effected, authorised, proposed or announced its intention to implement or effect, any joint venture, asset or profit sharing arrangement, partnership, composition, assignment, reconstruction, amalgamation, commitment, scheme, merger of business or corporate entities or other transaction or arrangement (other than the Acquisition);

(xviii) entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition (e); or

(xix) terminated or varied the terms of any agreement or arrangement between any member of the Wider Energy Assets Group and any other person in a manner which would or might be expected to have a material adverse effect on the financial position of the Wider Energy Assets Group taken as a whole; or

(f) except as Disclosed, no member of the Wider Energy Assets Group having, between 31 March 2015 and the date of the Announcement, taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approved Energy Assets Shareholders in a general meeting in accordance with, or as contemplated by, Rule 21.1 of the Code;

No adverse change, litigation, regulatory enquiry or similar

(g) except as Disclosed, since 31 March 2015 there having been:

(i) no adverse change and no circumstance having arisen which would or might be expected to result in any adverse change in, the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider Energy Assets Group which is material in the context of the Wider Energy Assets Group taken as a whole;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against or in respect of, any member of the Wider Energy Assets Group or to which any member of the Wider Energy Assets Group is or may become a party (whether as claimant, defendant or otherwise) having been threatened, announced, instituted or remaining outstanding by, against or in respect of, any member of the Wider Energy Assets Group, in each case which might reasonably be expected to have a material adverse effect on the Wider Energy Assets Group taken as a whole;

(iii) no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Energy Assets Group having been threatened, announced or instituted or remaining outstanding by, against or in respect of any member of the Wider Energy Assets Group, in each case which might reasonably be expected to have a material adverse effect on the Wider Energy Assets Group taken as a whole;

(iv) no contingent or other liability having arisen or become apparent to BidCo or increased other than in the ordinary course of business which is reasonably likely to affect adversely the business, assets, financial or trading position or profits or prospects of any member of the Wider Energy Assets Group to an extent which is material in the context of the Wider Energy Assets Group taken as a whole; and

(v) no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Energy Assets Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which might reasonably be expected to have a material adverse effect on the Wider Energy Assets Group taken as a whole; or

No discovery of certain matters regarding information, liabilities and environmental issues

(h) except as Disclosed, BidCo not having discovered:

(i) that any financial, business or other information concerning the Wider Energy Assets Group publicly announced prior to this date of the Announcement or disclosed at any time to any member of the Wider BidCo Group by or on behalf of any member of the Wider Energy Assets Group prior to the date of this Announcement is misleading, contains a material misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading, in any such case to an extent which is material in the context of the Wider Energy Assets Group taken as a whole;

(ii) that any member of the Wider Energy Assets Group is subject to any liability, contingent or otherwise and which is material in the context of the Wider Energy Assets Group taken as a whole;

(iii) that any past or present member of the Wider Energy Assets Group has not complied with all applicable legislation, regulations or other requirements of any jurisdiction or any Authorisations relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including property) or harm human or animal health or otherwise relating to environmental matters or the health and safety of humans, which non-compliance would be likely to give rise to any material liability including any penalty for non-compliance (whether actual or contingent) on the part of any member of the Wider Energy Assets Group which is material in the context of the Wider Energy Assets Group taken as a whole;

(iv) that there has been a material disposal, discharge, spillage, accumulation, release, leak, emission or the migration, production, supply, treatment, storage, transport or use of any waste or hazardous substance or any substance likely to impair the environment (including any property) or harm human or animal health which (whether or not giving rise to non-compliance with any law or regulation), would be likely to give rise to any material liability (whether actual or contingent) on the part of any member of the Wider Energy Assets Group which is material in the context of the Wider Energy Assets Group taken as a whole;

(v) that there is or is reasonably likely to be any material obligation or liability (whether actual or contingent) or requirement to make good, remediate, repair, reinstate or clean up any property, asset or any controlled waters currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider Energy Assets Group (or on its behalf), or in which any such member may have or previously have had or be deemed to have had an interest, under any environmental legislation, common law, regulation, notice, circular, Authorisation or order of any Third Party in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto which is material in the context of the Wider Energy Assets Group taken as a whole;

(vi) that circumstances exist (whether as a result of making the Acquisition or otherwise) which would be reasonably likely to lead to any Third Party instituting (or whereby any member of the Wider Energy Assets Group would be likely to be required to institute), an environmental audit or taking any steps which would in any such case be reasonably likely to result in any actual or contingent liability to improve or install new plant or equipment or to make good, repair, reinstate or clean up any property of any description or any asset now or previously owned, occupied or made use of by any past or present member of the Wider Energy Assets Group (or on its behalf) or by any person for which a member of the Wider Energy Assets Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest, which is material in the context of the Wider Energy Assets Group taken as a whole;

Anti-corruption

(vii) any member of the Wider Energy Assets Group or any person that performs or has performed services for or on behalf of any such company is or has engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010 or any other applicable anti-corruption legislation;

(viii) any member of the Wider Energy Assets Group is ineligible to be awarded any contract or business under section 23 of the Public Contracts Regulations 2006 or section 26 of the Utilities Contracts Regulations (2006) (each as amended);

(ix) any past or present member of the Wider Energy Assets Group has engaged in any activity or business with, or made any investments in, or made any payments to any government, entity or individual covered by any of the economic sanctions administered by the United Nations or the European Union (or any of their respective member states) or the United States Office of Foreign Assets Control or any other governments or supranational body or authority in any jurisdiction; or

No criminal property

(x) any asset of any member of the Wider Energy Assets Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).

Part B: Certain further terms of the Acquisition

1. Subject to the requirements of the Panel, BidCo reserves the right to waive:

(i) any of the Conditions set out in the above Condition 1 for the timing of the Court Meeting, General Meeting and the Court hearing to sanction the Scheme. If any such deadline is not met, BidCo shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with Energy Assets to extend the deadline in relation to the relevant Condition; and

(ii) in whole or in part, all or any of the above Conditions 2(a) to (h) (inclusive).

2. The Acquisition shall lapse if the Scheme does not become effective by 31 August 2016 (or such later date as may be agreed between BidCo and Energy Assets).

3. If BidCo is required by the Panel to make an offer for Energy Assets Shares under the provisions of Rule 9 of the Code, BidCo may make such alterations to any of the above Conditions and terms of the Acquisition as are necessary to comply with the provisions of that Rule.

4. BidCo shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions 2(a) to (g) (inclusive) by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

5. BidCo reserves the right to elect (with the consent of the Panel) to implement the Acquisition by way of a Takeover Offer as it may determine in its absolute discretion. In such event, the Takeover Offer will be implemented on substantially the same terms as would apply to the Scheme subject to appropriate amendments, including (without limitation, and if agreed with the Panel) an acceptance condition set at 90 per cent. (or such less percentage, being more than 50 per cent., as BidCo may decide) of the shares to which such offer relates, so far as applicable, as those which would apply to the Scheme.

Further, if sufficient acceptances of such Takeover Offer are received and/or sufficient Energy Assets Shares are otherwise acquired, it is the intention of BidCo to apply the provisions of the Companies Act to acquire compulsorily any outstanding Energy Assets Shares to which such Takeover Offer relates.

6. The Energy Assets Shares acquired under the Acquisition shall be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid, or any other return of capital (whether by reduction of share capital or share premium account or otherwise) made, on or after the date of this Announcement.

7. If, after the date of this Announcement but prior to the Effective Date, any dividend or other distribution is declared, paid or made or becomes payable by Energy Assets, BidCo reserves the right (without prejudice to any right of BidCo, with the consent of the Panel, to invoke Condition 2(e)(ii) above) to reduce the consideration payable under the Acquisition by the aggregate amount of such dividend or distribution, and accordingly reduce the Acquisition Price. Furthermore, BidCo reserves the right to reduce the consideration payable under the Acquisition in respect of a Energy Assets Share in such circumstances as are, and by such amount as is, permitted by the Panel.

If any such dividend or distribution occurs, any reference in this Announcement to the consideration payable or the Acquisition Price shall be deemed to be a reference to the consideration or Acquisition Price as so reduced. If such reduction occurs, notwithstanding the terms on which the Energy Assets Shares are expressed to be acquired by BidCo pursuant to the Acquisition in Appendix I, the Energy Assets Shares shall be acquired by or on behalf of BidCo pursuant to the Acquisition together with all rights now and hereafter attaching to such shares including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid, or any other return of capital (whether by reduction of share capital or share premium account or otherwise) made, on or after the date of this Announcement.

To the extent that such a dividend or distribution has been declared, paid, made or is payable is or shall be (i) transferred pursuant to the Acquisition on a basis which entitles BidCo to receive the dividend or distribution and to retain it; or (ii) cancelled, the consideration payable and the Acquisition Price shall not be subject to change in accordance with this paragraph.

Any exercise by BidCo of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Acquisition.

8. The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

9. The Acquisition is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction.

10. The Acquisition is governed by the law of England and Wales and is subject to the jurisdiction of the English courts and to the Conditions and further terms set out in this Appendix I and to be set out in the Scheme Document. The Acquisition shall be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the UKLA.

11. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

APPENDIX IISOURCES OF INFORMATION AND BASES OF CALCULATION

1. The value placed by the Acquisition on the existing issued and to be issued share capital of Energy Assets is based on 28,964,383 Energy Assets Shares. The fully diluted issued share capital of 28,964,383 Energy Assets Shares is calculated by aggregating the issued share capital of 28,003,394 Energy Assets Shares in issue as at the close of business on 15 April 2016 (being the last Business Day prior to publication of this Announcement) and 960,989 Energy Assets Shares the subject of awards under the Energy Assets Share Plans as further described in paragraphs 5 and 6 below.

2. The Closing Prices on 15 April 2016 are taken from the Daily Official List.

3. The volume weighted average prices for Energy Assets Shares are derived from Bloomberg.

4. Unless otherwise stated, the financial information relating to Energy Assets is extracted from the audited consolidated financial statements of Energy Assets for the financial year to 31 March 2015 and the unaudited interim results of Energy Assets for the six months ended 30 September 2015, prepared in accordance with IFRS.

5. The total number of Energy Assets Shares in respect of which awards under Energy Assets Share Plans currently subsist is 1,114,394 (comprising 33,453 under the Energy Assets Long Term Incentive (Approved Share Option) Plan, 903,269 under the non approved Energy Assets Long Term Incentive Plan, 41,000 under the Energy Assets Deferred Bonus Plan, 12,770 under the Energy Assets IPO Award Plan, 59,688 under the Energy Assets Employee Retention Award Plan and 64,214 under the Energy Assets Share Incentive Plan). However, of this number: (1) 18,273 of the Energy Assets Shares subject to options granted under the Energy Assets Long Term Incentive (Approved Share Option) Plan will not become exercisable and instead Energy Assets Shares will be delivered and will be exercisable under an award granted on the same day as the original option under the non-approved Energy Assets Long Term Incentive Plan which is "linked" to the award granted under the Energy Assets Long Term Incentive (Approved Share Option) Plan; and (2) 10,791 of the Energy Assets Shares subject to options granted under the non-approved Energy Assets Long Term Incentive Plan at an exercise price of nil will not become exercisable and instead 15,180 Energy Assets Shares will be delivered and will be exercisable under an award granted at an exercise price of £1.98 per Energy Assets Share on the same day as the option granted under the Energy Assets Long Term Incentive (Approved Share Option) Plan which is "linked" to the award granted under the non-approved Energy Assets Long Term Incentive Plan. This means 1,085,330 shares under award will be released as a result of the Acquisition.

6. Of the 1,085,330 shares under Energy Assets Share Plans which are expected to become exercisable as a result of the Acquisition, it is anticipated that these will be satisfied as to 960,989 by the issue of new Energy Assets Shares, as to 64,214 by the transfer of Energy Assets Shares already in issue and held by the trustee of the Energy Assets Share Incentive Plan and as to 60,127 by the transfer of Energy Assets Shares already in issue and held by the trustee of the Energy Assets Employee Benefit Trust.

7. As described in the Directors' Remuneration Report included in the Company's annual report and accounts for the year ended 31 March 2015, the Company operates an annual bonus arrangement for certain senior employees, including the Executive Directors. In respect of the financial year ended 31 March 2016 the participants in that arrangement comprise the three Executive Directors and seven other members of senior management. The bonuses are normally paid in the form of cash and an award of shares. No share awards will be made in respect of the financial year ended 31 March 2016 and instead (to the extent that the performance conditions have been satisfied) the proportion of the bonus that would have been made in shares will be paid in cash at the same time the share award would have vested.

8. Certain figures included in this Announcement have been subject to rounding adjustments.

APPENDIX IIIIRREVOCABLE UNDERTAKINGS

BidCo has received irrevocable undertakings from the following holders or controllers of Energy Assets Shares to accept or procure the acceptance of the Acquisition amounting, in the aggregate, to 12,486,776 Energy Assets Shares, representing, in aggregate, approximately 44.6 per cent. of the existing issued share capital of Energy Assets, comprised as follows:

Energy Assets Directors' Irrevocable Undertakings

Name of Energy Assets Director giving undertaking	Number of Ordinary Shares in respect of which undertaking is given	Percentage of Energy Assets issued share capital(rounded to two decimal places)
Dr Christopher Masters	30,000	0.11%
Philip Bellamy-Lee	10,125	0.04%
David Russell Gibson	10,108	0.04%
John McMorrow	3,000	0.01%
David MacFarlane	7,000	0.02%
David Goldie	29,000	0.10%
Total	89,233	0.32%

Each of the Energy Assets Directors listed above has irrevocably undertaken to BidCo that he will exercise or, where applicable, procure the exercise of, all votes (whether on a show of hands or a poll or whether in person or by proxy) in relation to the Energy Assets Shares held by him (together with any Energy Assets Shares issued after the date of the undertaking and attributable to or derived from such shares) at the Court Meeting and the General Meeting (in each case including any adjournment thereof) in favour of the Scheme.

The Energy Assets Directors' irrevocable undertakings cease to be binding if, inter alia, the Scheme (or Takeover Offer, as applicable) does not become effective or lapses in accordance with its terms.

Other Energy Assets Shareholders' Irrevocable Undertakings

Name of Energy Assets Shareholder giving undertaking	Number of Ordinary Shares in respect of which undertaking is given	Percentage of Energy Assets issued share capital
Macquarie Investments 2 Limited	5,464,902	19.5%
Marlborough Fund Managers	3,327,500	11.9%
Old Mutual Global Investors	1,689,102	6.0%
Alphagen Capital Limited	1,165,612	4.2%
Henderson Global Investors Limited	750,427	2.7%
Total	12,397,543	44.3%

The irrevocable undertakings given by the Energy Assets Shareholders listed above (being Energy Assets Shareholders that are not also Energy Assets Directors) will cease to be binding in the event that: (i) BidCo announces prior to the publication of the Scheme Document that it does not intend to proceed with the Acquisition; or (ii) the Scheme (or Takeover Offer, as applicable) does not become effective, is withdrawn or lapses in accordance with its terms.

The irrevocable undertakings given by the Energy Assets Shareholders listed above (being Energy Assets Shareholders that are not also Energy Assets Directors) will also lapse if a third party announces a firm intention to make an offer under Rule 2.7 of the Code for the entire issued and to be issued share capital of Energy Assets under which the amount or value of the consideration offered for each Energy Assets Share is not less than 7.5 per cent. greater than the value per Energy Assets Share offered pursuant to the Acquisition, and BidCo has not within 7 days of the time and date of making of the competing offer announced a revised offer which exceeds the value of the competing offer.

APPENDIX IVDEFINITIONS

The following definitions apply throughout this Announcement, unless the context otherwise requires:

"Acquisition" means the recommended cash acquisition by BidCo of the entire issued and to be issued share capital of Energy Assets, on the terms and subject to the conditions to be set out in the Scheme Document and, where the context admits, any subsequent variation, revision, extension or renewal thereof;

"Acquisition Price" means 685 pence per Energy Assets Share in cash;

"Alinda" means Alinda Capital Partners III Ltd and its affiliates;

"Alinda Capital Partners" means Alinda and any fund, company or partnership, owned, managed or advised by Alinda and any of its or their affiliates or associated companies;

"Alinda Funds" means investment funds or similar investment vehicles controlled and managed by Alinda;

"Announcement" means this announcement of the Acquisition made in accordance with Rule 2.7 of the Code dated 18 April 2016;

"Authorisations" means regulatory authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licenses, permissions or approvals;

"BidCo" means Euston BidCo Limited, a private limited company incorporated in England and Wales with registered number 10107304;

"BidCo Group" means BidCo and its affiliates;

"Bribery Act 2010" means the Bribery Act 2010, as amended;

"Business Day" means any day (other than a Saturday, Sunday or public or bank holiday) on which clearing banks in London are generally open for normal business;

"Closing Price" means the closing middle market quotation of a Energy Assets Share on a particular dealing day as derived from the Daily Official List;

"Code" means The City Code on Takeovers and Mergers;

"Companies Act" means the Companies Act 2006, as amended;

"Conditions" means the conditions to the implementation of the Acquisition, as set out in Appendix I of this Announcement and to be set out in the Scheme Document;

"Confidentiality Agreement" has the meaning given to it in paragraph 17 of this Announcement;

"Co-operation Agreement" has the meaning given to it in paragraph 17 of this Announcement;

"Court" means the High Court of Justice in England and Wales;

"Court Hearing" means the hearing at which the Court sanctions the Scheme;

"Court Meeting" means the meeting of Energy Assets Shareholders to be convened pursuant to an order of the Court under the Companies Act for the purpose of considering and, if thought fit, approving (with or without modification) the Scheme, including any adjournment thereof;

"Court Order" means the order of the Court sanctioning the Scheme;

"Daily Official List" means the daily official list published by the London Stock Exchange;

"Dealing Disclosure" has the same meaning as in Rule 8 of the Code;

"Disclosed" means the information disclosed by, or on behalf of, Energy Assets (i) in the annual report and accounts of the Energy Assets Group for the financial year ended 31 March 2015; (ii) the interim results of the Energy Assets Group for the six month period ending on 30 September 2015; (iii) in this Announcement; (iv) in any other announcement to a Regulatory Information Service by, or on behalf of Energy Assets prior to the publication of this announcement; or (v) as otherwise fairly disclosed to BidCo (or its respective officers, employees, agents or advisers), prior to the publication of this Announcement;

"EBITDA" means earnings before interest, tax, depreciation and amortisation;

"Effective Date" means the date on which the Scheme becomes effective in accordance with its terms;

"Energy Assets" or the "Company" means Energy Assets Group plc;

"Energy Assets Board" means the board of directors of Energy Assets at the date of this Announcement;

"Energy Assets Directors" means the directors of Energy Assets at the date of this Announcement;

"Energy Assets Group" means Energy Assets and its subsidiary undertakings and associated undertakings;

"Energy Assets Shareholders" means the registered holders of Energy Assets Shares from time to time;

"Energy Assets Share Plans" means the Energy Assets Long Term Incentive (Approved Share Option) Plan, the non-approved Energy Assets Long Term Incentive Plan, the Energy Assets Deferred Bonus Plan, the Energy Assets IPO Award Plan, the Energy Assets Employee Retention Award Plan and the Energy Assets Share Incentive Plan;

"Energy Assets Shares" means the ordinary shares of £0.01 each in the capital of Energy Assets;

"Euroclear" means Euroclear UK and Ireland Limited;

"Evercore" means Evercore Partners International LLP, financial adviser to Alinda and BidCo;

"FCA" or "Financial Conduct Authority" means the United Kingdom Financial Conduct Authority in its capacity as the competent authority for the purposes of Part VI of FSMA;

"Forms of Proxy" means the forms of proxy in connection with each of the Court Meeting and the General Meeting, which will accompany the Scheme Document;

"FSMA" means the Financial Services and Markets Act 2000;

"General Meeting" means the general meeting of Energy Assets Shareholders (including any adjournment thereof) to be convened in connection with the Scheme;

"IFRS" means international accounting standards and international financial reporting standards and interpretations thereof, approved or published by the International Accounting Standards Board and adopted by the European Union;

"IPO" means initial public offering;

"Listing Rules" means the rules and regulations made by the Financial Conduct Authority in its capacity as the UKLA under FSMA, and contained in the UKLA's publication of the same name;

"London Stock Exchange" means London Stock Exchange plc;

"Numis" means Numis Securities Limited, Energy Assets' Rule 3 Adviser;

"Offer Period" means the period which commenced on 18 April 2016 and ending on the later of (i) the date on which the Scheme becomes effective pursuant to its terms and (ii) the time and date on which the Acquisition lapses or is withdrawn (or such other date as the Panel may decide);

"Official List" means the Official List maintained by the UKLA;

"Opening Position Disclosure" has the same meaning as in Rule 8 of the Code;

"Overseas Shareholders" means the Energy Assets Shareholders (or nominees of, or custodians or trustees for Energy Assets Shareholders) whose registered addresses are outside the United Kingdom or who are not resident in, or nationals or citizens of, the United Kingdom;

"Panel" means The Panel on Takeovers and Mergers;

"Registrar of Companies" means the Registrar of Companies in England and Wales;

"Regulatory Information Service" means one of the regulatory information services authorised by the FCA to receive, process and disseminate regulatory information from listed companies;

"Restricted Jurisdiction" means subject always to the requirements of Rule 23.2 of the Code in relation to the distribution of offer documentation to jurisdictions outside the UK, any jurisdiction where extension or acceptance of the Acquisition may result in significant risk of civil, regulatory or criminal exposure in that jurisdiction;

"Scheme" or "Scheme of Arrangement" means the proposed scheme of arrangement under Part 26 of the Companies Act between Energy Assets and the Energy Assets Shareholders in connection with the Acquisition, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by Energy Assets and BidCo;

"Scheme Document" means the document to be dispatched to Energy Assets Shareholders, setting out (among other things) the terms of the Scheme of Arrangement and notices convening the Court Meeting and the General Meeting;

"Significant Interest" means, in relation to an undertaking, a direct or indirect interest of 20 per cent. or more of the total voting rights conferred by the equity share capital (as defined in Section 548 of the Companies Act) of such undertaking;

"Takeover Offer" has the meaning given to it in section 974 of the Companies Act;

"Third Party" means each of a central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, administrative, fiscal or investigative body, court, trade agency, professional association, institution or environmental body, in each case in any jurisdiction;

"UK Listing Authority" or "UKLA" means the UK Listing Authority, being the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000;

"UK" or "United Kingdom" means the United Kingdom of Great Britain and Northern Ireland;

"US" or "United States" means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia;

"volume-weighted average price" means the volume weighted average of the daily volume weighted price of Energy Assets Shares derived from Bloomberg;

"Wider BidCo Group" means BidCo, its parent undertakings, subsidiary undertakings and associated undertakings and any other body corporate, partnership, joint venture or person in which BidCo and all such undertakings (aggregating their interests) have a Significant Interest; and

"Wider Energy Assets Group" means Energy Assets, its parent undertakings, subsidiary undertakings and associated undertakings and any other body corporate, partnership, joint venture or person in which Energy Assets and such undertakings (aggregating their interests) have a Significant Interest.

For the purposes of this Announcement, "subsidiary", "subsidiary undertaking", "parent undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the Companies Act.

All times referred to are London time unless otherwise stated.

References to the singular include the plural and vice versa.

All references to "GBP", "pence", "sterling" or "£" are to the lawful currency of the United Kingdom.

All references to "US dollar", "USD", "US$" or "$" are to the lawful currency of the United States.

All references to statutory provision or law or to any order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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