Genex Power Limited (ASX: GNX) (Genex) advises that it has received a conditional, non-binding, indicative proposal (Indicative Proposal) from Skip Essential Infrastructure Fund 1 (SEIF) and Stonepeak Partners LLC2 (Stonepeak) (together, the Consortium) to acquire all of the ordinary shares on issue in Genex (Genex Shares) by way of a scheme of arrangement (Potential Transaction).
The indicative purchase price payable to the holders of Genex Shares (Genex Shareholders) under the Indicative Proposal is A$0.230 in cash per Genex Share. Under the terms of the Indicative Proposal, Genex is not permitted to pay any dividends or other distributions. If any dividends or distributions are paid, the Consortium reserves the right to deduct such amounts from the price payable under the Indicative Proposal.
SEIF, part of Skip Capital, is a long-term, Australian investor in future-aware infrastructure and now holds 19.99% of the Genex Shares. Stonepeak is a global alternative investment firm specialising in infrastructure and real assets with an extensive portfolio of energy and renewables assets and a dedicated renewables investment fund.
The Indicative Proposal is expressed to be subject to a number of conditions, including, but not limited to the satisfactory completion of the Consortium’s due diligence, the receipt of all necessary internal approvals, the unanimous recommendation of the Genex Board, and the execution of binding transaction documents to give effect to the Potential Transaction. The Indicative Proposal also states that implementation of the Potential Transaction will be subject to the approval of the Foreign Investment Review Board (FIRB).
The receipt of the Indicative Proposal is the result of an unsolicited approach to the Genex Board by the Consortium regarding a Potential Transaction. The Genex Board has not yet formed a view on the merits of the Indicative Proposal or any potential further engagement with the Consortium. There is no certainty that the Genex Board will engage further with the Consortium in relation to the Indicative Proposal or that the Potential Transaction (or any other transaction in relation to Genex and the Consortium) will proceed.
Genex Shareholders do not need to take any action in relation to the Indicative Proposal or the Potential Transaction. Genex will continue to keep Genex Shareholders informed about the Potential Transaction in accordance with its continuous disclosure obligations.
Genex has appointed Goldman Sachs as its financial adviser and Gilbert + Tobin as its legal adviser, in relation to the Potential Transaction.
This announcement was approved by the Board of Genex.
