Offer Update

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 OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

20 May 2025

CASH OFFER UPDATE

for

HARMONY ENERGY INCOME TRUST PLC ("HEIT")

by

DRAX BESS HOLDCO LIMITED ("DRAX BIDCO")

No Increase Statement

Further to the announcement made by Drax BESS Holdco Limited, a wholly-owned subsidiary undertaking of Drax Group plc ("Drax Bidco"), and HEIT on 25 March 2025 setting out the terms of a recommended acquisition of the entire issued share capital of HEIT (the "Acquisition"), Drax provides an update on the terms of the Drax Offer (defined below).

A scheme document was published or otherwise made available to HEIT Shareholders on 15 April 2025 (the "Scheme Document"). On 7 May 2025, HEIT announced that the Scheme Court Meeting and the General Meeting which had been convened in connection with the Drax Offer and the Scheme has been adjourned indefinitely. On 16 May 2025, the Panel published a Panel Statement regarding the competitive situation between Drax Bidco and PP Bidco Limited (a newly formed company indirectly and wholly controlled by two funds within the portfolio of funds managed by Foresight Group LLP) ("Foresight") in relation to the Acquisition. 

Today, Drax Bidco confirms that it will not be increasing the financial terms of its offer for the entire issued share capital of HEIT at a price of 88p per HEIT ordinary share (the "Drax Offer"). Accordingly, the Drax Offer is now final.

Furthermore, Drax Bidco confirms that it intends to invoke condition 2.1(a)(ii) of the Scheme on 29 May 2025, and therefore that the Drax Offer and the Scheme is expected to lapse on that date.

Drax continues to take a disciplined approach to acquisitions with respect to capital allocation in order to maximise shareholder value. Drax views battery storage as complementary to its existing FlexGen portfolio and will continue to evaluate opportunities for investment in this space.

Capitalised terms in this announcement, unless otherwise defined have the same meanings as set out in Part X of the Drax Bidco Scheme Document.

Enquiries:

Important notices

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA. J.P. Morgan Cazenove is acting as financial adviser exclusively for Drax Bidco and Drax and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Drax Bidco and Drax for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to any matter referred to herein.

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale, issuance or exchange of securities or such solicitation in any jurisdiction in which such offer, invitation, solicitation, purchase, sale, issuance or exchange is unlawful.

This announcement has been prepared for the purpose of complying with English law, the Code, and the Disclosure Guidance and Transparency 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 England and Wales. The Acquisition will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the Financial Conduct Authority.

This announcement does not constitute a prospectus or prospectus exempted document.

The release, publication or distribution of this announcement in or into certain jurisdictions other than the United Kingdom may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

Publication on website and availability of hard copies

A copy of this announcement will be made available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Drax's website at www.drax.com/investors/offer. For the avoidance of doubt, the contents of this website is not incorporated into and do not form part of this announcement.