TIDMAUG
RNS Number : 6907M
Eleia Limited
23 September 2021
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 SUCH JURISDICTION
FOR IMMEDIATE RELEASE
23 September 2021
RECOMMED SUPERIOR CASH OFFER
for
AUGEAN PLC ("AUGEAN")
by
ELEIA LIMITED ("BIDCO")
(a newly formed company indirectly owned by a consortium
consisting of investment funds managed by (i) Ancala Partners LLP,
and (ii) Fiera Infrastructure Inc.)
to be effected by means of a scheme of arrangement under Part 26
of the Companies Act 2006
-- Bidco prevails with highest offer for Augean following conclusion of Auction Procedure
-- Augean Board views the Increased Eleia Offer as superior and intends to provide its unanimous recommendation to the Increased Eleia Offer
-- Increased Eleia Offer Price set at 372 pence in cash for each Augean Share
1. Introduction
Further to the Panel Statement published by the Panel on 16
September 2021 regarding the competitive situation between Bidco
and Antwerp Management Limited ("MSIP Bidco") in relation to the
acquisition of the entire issued and to be issued share capital of
Augean, Bidco and MSIP Bidco participated in an auction procedure
on 22 September 2021 (the "Auction Procedure") to determine their
respective offers for Augean.
The Auction Procedure was supervised by the Panel and has now
concluded.
2. Increased Eleia Offer
Following the conclusion of the Auction Procedure, Bidco and
Augean are pleased to announce the terms of Bidco's superior cash
offer for the entire issued and to be issued share capital of
Augean (the "Increased Eleia Offer"), which the Augean Board
intends to recommend unanimously.
Under the terms of the Increased Eleia Offer, Augean
Shareholders will be entitled to receive:
372 pence in cash for each Augean Share (the "Increased Eleia
Offer Price")
The Increased Eleia Offer values the entire issued and to be
issued ordinary share capital of Augean at approximately GBP390
million and represents a premium of approximately:
-- 3.0 per cent. to the increased offer price of 361 pence per
Augean Share that Augean Shareholders would be entitled to receive
under the terms of the increased offer for Augean announced today
by MSIP Bidco (the "Increased MSIP Offer");
-- 68.5 per cent. to the Company's daily volume weighted average
share price of 220.8 pence per Augean Share for the two-month
period ended on 26 May 2021 (being the last Business Day before the
commencement of the O er Period); and
-- 49.7 per cent. to the Closing Price of 248.5 pence per Augean
Share on 26 May 2021 (being the last Business Day before the
commencement of the O er Period).
In accordance with the terms of the Auction Procedure, MSIP
Bidco and Bidco are prohibited from further revising the price of
their respective offers for Augean unless a third party announces a
firm intention to make an offer for Augean.
If, on or after the Announcement Date and before the Effective
Date, any dividend, distribution and/or other return of capital is
declared, made or paid or becomes payable in respect of the Augean
Shares, Bidco shall reduce the cash consideration payable under the
terms of the Increased Eleia Offer by the amount of any such
dividend, distribution and/or return of capital which is paid or
becomes payable by Augean to Augean Shareholders and the relevant
eligible Augean Shareholders will be entitled to receive and retain
such dividend, distribution and/or return of capital declared, made
or paid.
If any such dividend, distribution or return of value is paid or
made after the date of this announcement, any reference in this
announcement to the consideration payable under the Scheme shall be
deemed to be a reference to the consideration as so reduced. Any
such reduction 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 terms of the Scheme.
The Augean Shares will be acquired under the Increased Eleia
Offer fully paid and free from all liens, equities, charges,
encumbrances, options, rights of pre-emption and any other third
party rights or 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 or value
(whether by reduction of share capital or share premium account or
otherwise) made, in each case, by reference to a record date
falling on or after the Effective Date.
3. Irrevocable Undertakings and Letters of Intent
On 25 August 2021, Bidco received a binding irrevocable
undertaking from Gresham House Strategic plc (the "Gresham
Undertaking") and, on 28 August 2021, Bidco received binding
irrevocable undertakings from each of Harwood Capital Nominees
Limited, North Atlantic Smaller Companies Investment Trust plc and
Oryx International Growth Fund Limited (the "Harwood
Undertakings"), in each case to vote in favour of the Scheme at the
Court Meeting and to vote in favour of the Resolutions to be
proposed at the General Meeting (or, in the event that the
Increased Eleia Offer is implemented by way of a Takeover Offer, to
accept or procure acceptance of the Takeover Offer).
Each of the Harwood Undertakings remains in effect. The Gresham
Undertaking has now lapsed.
In connection with Bidco's original offer for Augean announced
on 24 August 2021 (the "Original Eleia Offer"), Bidco received
non-binding letters of intent from Chelverton Asset Management
Limited, Close Asset Management Limited and Hargreave Hale Limited
to vote (or, where applicable, procure voting) in favour of the
Scheme at the Court Meeting and to vote (or, where applicable,
procure voting) in favour of the Resolutions to be proposed at the
General Meeting (or, in the event that the Original Eleia Offer was
implemented by way of a Takeover Offer, to accept or procure
acceptance of the Takeover Offer) (the "Letters of Intent"). As the
Letters of Intent were provided to Bidco in connection with the
terms of the Original Eleia Offer, each of the Letters of Intent
has now lapsed.
Accordingly, Bidco has received binding irrevocable undertakings
in respect of 25,100,000 Augean Shares, representing, in aggregate,
approximately 23.91 per cent. of Augean's issued ordinary share
capital on 22 September 2021 (being the last practicable date prior
to the date of this announcement).
4. Background to and reasons for the Increased Eleia Offer
The commercial justification for the Increased Eleia Offer
remains unchanged, and is set out in Paragraph 4 of Part I of the
scheme document published by Augean and Bidco on 6 September 2021
(the "Original Eleia Scheme Document").
5. Recommendation from the Augean Board
The Increased Eleia Offer Price of 372 pence per Augean Share
represents an excellent outcome for Augean Shareholders. The Augean
Directors, who have been so advised by Rothchild & Co as to the
financial terms of the Increased Eleia Offer, consider the terms of
the Increased Eleia Offer to be fair and reasonable. In providing
its advice, Rothchild & Co has taken into account the
commercial assessments of the Augean Directors. Rothchild & Co
is providing independent financial advice to the Augean Directors
for the purposes of Rule 3 of the Takeover Code.
Accordingly, as the price of the Increased Eleia Offer is
superior to the price of the Increased MSIP Offer, the Augean
Directors intend to recommend unanimously that Augean Shareholders
vote, or procure the voting, in favour of the Scheme at the Court
Meeting and vote, or procure the voting, in favour of the
Resolution to be proposed at the General Meeting (or, in the event
that the Increased Eleia Offer is implemented by way of a Takeover
Offer, that Augean Shareholders accept or procure acceptance of,
that Takeover Offer).
The Augean Directors have therefore withdrawn their
recommendation of the offer for Augean announced by MSIP Bidco on 8
September 2021.
6. Conditions
The only approvals required by Bidco prior to completion of the
Increased Eleia Offer are the approval by Augean Shareholders at
the Court Meeting and General Meeting and sanction of the Scheme by
the Court.
The Scheme will be modified to reflect the terms of the
Increased Eleia Offer. Save as set out in this announcement, the
Increased Eleia Offer will be subject to the same terms and
Conditions as the Original Eleia Offer, as set out in the Original
Eleia Scheme Document.
7. Publication of Revised Eleia Scheme Document and expected timetable
The revised scheme document relating to the Increased Eleia
Offer (the "Revised Eleia Scheme Document" ) containing the full
terms and Conditions of the Increased Eleia Offer will be posted to
Augean Shareholders (and, for information only, made available to
persons with information rights), subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, in due
course and in any event by no later than 21 October 2021.
Augean Shareholders are urged to read the Revised Eleia Scheme
Document and the accompanying Forms of Proxy carefully when they
are sent to them because they will contain important information,
including details of the Augean Board's recommendation to Augean
Shareholders and the revised transaction timetable. The Court
Meeting and the General Meeting to be held in connection with the
Increased Eleia Offer are expected to be held in the week
commencing 11 October 2021.
8. Financing of the Increased Eleia Offer
The consideration payable to Augean Shareholders pursuant to the
Increased Eleia Offer will be financed by a combination of equity
to be invested by Ancala Infrastructure Fund II SCSp and Atlas
Co-Investment LP (together, the "Ancala Funds"), funds managed by
Ancala, and EagleCrest Infrastructure Canada LP and EagleCrest
Infrastructure SCSp (together, the "Fiera Funds"), funds managed by
Fiera Infrastructure, and debt to be provided by a GBP125,000,000
term acquisition facility, GBP20,000,000 capex facility and
GBP10,000,000 revolving loan facility made available under the
Senior Facilities Agreement.
The additional consideration payable under the Increased Eleia
Offer (as compared to the Original Eleia Offer) will be funded by
the Ancala Funds and the Fiera Funds in accordance with the
provisions of the Equity Commitment Letter, as amended and restated
on 22 September 2021 (the "Amended Equity Commitment Letter").
In accordance with Rule 2.7(d) of the Takeover Code, Jefferies,
as financial adviser to Bidco, is satisfied that sufficient cash
resources are available to Bidco to enable it to satisfy in full
the cash consideration payable to Augean Shareholders in connection
with the Increased Eleia Offer.
9. De-listing, cancellation of trading and re-registration
It is intended that the London Stock Exchange will be requested
to cancel trading in Augean Shares on AIM on or shortly after the
Effective Date.
It is expected that the last day of dealings in Augean Shares on
AIM will be the date following the Scheme Court Hearing, and that
no transfers will be registered after 6.00 p.m. (London time) on
that date.
It is intended that Augean be re-registered as a private limited
company as part of the Increased Eleia Offer, and for this to take
effect as soon as practicable following the Effective Date.
10. Overseas shareholders
The availability of the Increased Eleia Offer, and the
distribution of this announcement to persons not resident in the
United Kingdom may be affected by the laws of the relevant
jurisdictions in which such persons are resident. Such persons
should inform themselves about, and observe, any applicable legal
and regulatory requirements of their jurisdiction.
Further details in relation to Overseas Shareholders are
contained in the Original Eleia Scheme Document and will be
contained in the Revised Eleia Scheme Document. Augean Shareholders
who are in any doubt about such matters should consult an
appropriate independent professional adviser in the relevant
jurisdiction without delay.
11. Compliance with Rule 2.7 of the Takeover Code
Except as set out above, Bidco confirms that there have been no
changes to the information contained in the Original Eleia Scheme
Document, in connection with the following requirements of Rule 2.7
of the Takeover Code:
-- terms of the Increased Eleia Offer (contained in paragraph 2
of Part I and paragraph 2 of Part II of the Original Eleia Scheme
Document);
-- identity of the offeror (contained in paragraph 4 of Part II
of the Original Eleia Scheme Document);
-- Conditions or pre-conditions to which the Increased Eleia
Offer is subject (contained in Part III of the Original Eleia
Scheme Document);
-- the language which appropriately reflects that Bidco may only
invoke any Condition or pre-condition which is subject to rule
13.5(a) of the Takeover Code with the consent of the Panel
(contained in paragraphs 4 and 5 of Part B of Part III of the
Original Eleia Scheme Document);
-- Conditions and pre-conditions which are not subject to Rule
13.5(a) of the Takeover Code (contained in paragraph 6 of Part B of
Part III of the Original Eleia Scheme Document);
-- details of any arrangements to which Bidco is a party which
relate to circumstances in which it may or may not invoke or seek
to invoke a pre-condition or a condition to the Increased Eleia
Offer and the consequences of its doing so (contained in paragraph
17 of Part VII of the Original Eleia Scheme Document);
-- intentions of Bidco with regard to the business of Augean and
its directors, management, employees and locations of business
(contained in paragraph 6 of Part I of the Original Eleia Scheme
Document);
-- details of any relevant securities of Augean in which Bidco
or any party acting in concert with it has an interest or any
person acting in concert with it has a right to subscribe
(contained in paragraph 5 of Part I of the Original Eleia Scheme
Document);
-- details of any irrevocable undertakings or letters of intent
procured by Bidco or any person acting in concert with it
(contained in paragraph 5 of Part I and paragraph 6 of Part VII of
the Original Eleia Scheme Document);
-- details of any relevant securities of Augean which Bidco or
any person acting in concert with it has borrowed or lent
(contained in paragraph 5 of Part VII of the Original Eleia Scheme
Document);
-- details of any dealing arrangements of the kind referred to
in Note 11 on the definition of acting in concert to which Bidco or
any party acting in concert with it is a party (contained in
paragraph 5 of Part VII or the Original Eleia Scheme Document);
-- any offer-related arrangements (contained in paragraph 9 of
Part VII of the Original Eleia Scheme Document); and
-- address of Augean's website and Bidco's website on which
documents are published in connection with the Increased Eleia
Offer (contained in paragraph 18 of Part VII of the Original Eleia
Scheme Document).
12. General
Bidco reserves the right to elect, in accordance with the
Co-operation Agreement and with the consent of the Panel, to
implement the Increased Eleia Offer by way of a Takeover Offer for
the entire issued and to be issued ordinary share capital of Augean
as an alternative to the Scheme. In such an event, the Takeover
Offer will be implemented on substantially the same terms (subject
to appropriate amendments) or, if Bidco so decides, in accordance
with the Co-operation Agreement, on such other terms being no less
favourable, so far as applicable, as those which would apply to the
Scheme and subject to the amendment(s) referred to in Appendix 1 to
the Announcement.
Bidco confirms that it has waived any right to terminate the
Co-operation Agreement as a consequence of the withdrawal of the
recommendation of the Original Eleia Offer on 8 September 2021.
Furthermore, if such Takeover Offer is made and sufficient
acceptances of such Takeover Offer are received, when aggregated
with Augean Shares otherwise acquired by Bidco, it is the intention
of Bidco to apply the provisions of section 979 of the Companies
Act to acquire compulsorily any outstanding Augean Shares to which
such offer relates.
The bases and sources of certain financial information contained
in this announcement are set out in Appendix 1 to this
announcement.
Capitalised terms in this announcement, unless otherwise defined
have the same meanings as set out in Part VIII of the Original
Eleia Scheme Document.
Jefferies and Rothschild & Co have 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.
In addition to the documents which are already available for
inspection, as set out in the Announcement and the Original Eleia
Scheme Document, copies of the Amended Equity Commitment Letter and
the announcement will, by no later than 12.00 noon on the Business
Day following the date of this announcement until the Scheme has
become Effective or has lapsed or been withdrawn, be made available
(subject to certain restrictions relating to persons resident in
Restricted Jurisdictions), free of charge, at
https://www.eleiabidco.com and at https://www.augeanplc.com/offer/.
Save as expressly referred to in this announcement, the contents of
such website (including the Amended Equity Commitment Letter and
the announcement) are not incorporated into and do not form part of
this announcement.
Enquiries:
Bidco, Ancala and Fiera Infrastructure
Karen Dolenec, Ankur Ajmera (Ancala) +44 (0) 208 059 0320
Jason Cogley, Daniel Anderson (Fiera Infrastructure) +44 (0) 208 194 4290
Jefferies (Sole Financial Adviser to Bidco)
Paul Bundred, Lorna Shearin, Harry Le May +44 (0) 207 029 8000
Augean
Jim Meredith, Mark Fryer +44 (0) 1937 844 980
Rothschild & Co (Sole Financial Adviser
to Augean)
Ravi Gupta, Robert Barnes +44 (0) 207 280 5000
Singer Capital Markets (Nominated Adviser
and Corporate Broker to Augean)
Jen Boorer, Rachel Hayes +44 20 7496 3000
Clifford Chance LLP has been retained as legal adviser to Bidco,
Ancala and Fiera Infrastructure. Ashurst LLP has been retained as
legal adviser to Augean.
Further information
Jefferies International Limited ("Jefferies"), which is
authorised and regulated by the FCA in the United Kingdom, is
acting exclusively for Bidco and no one else in connection with the
Increased Eleia Offer and will not be responsible to anyone other
than Bidco for providing the protections afforded to clients of
Jefferies nor for providing advice in relation to the Increased
Eleia Offer or any other matters referred to in this announcement.
Neither Jefferies nor any of its 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 Jefferies in connection with
this announcement, any statement contained herein or otherwise.
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the FCA in the United Kingdom,
is acting exclusively for Augean and no one else in connection with
the matters described in this announcement and will not be
responsible to anyone other than Augean for providing the
protections afforded to clients of Rothschild & Co nor for
providing advice in connection with any matter referred to herein.
Neither Rothschild & Co nor any of its affiliates (nor their
respective directors, officers, employees or agents) 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 Rothschild & Co
in connection with this announcement, any statement contained
herein or otherwise.
Singer Capital Markets Advisory LLP, which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively
as Nominated Adviser and Broker for Augean and for 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 referred to in this announcement and will not be
responsible to anyone other than Augean for providing the
protections afforded to its clients, nor for providing advice in
relation to the content of this announcement or any other matter
referred to herein. Neither Singer Capital Markets 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 Singer Capital Markets 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 part of, any o er or
inducement to sell or an invitation or the solicitation of an o er
to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Increased Eleia O er
or otherwise, nor shall there be any sale, issuance or transfer of
securities of Augean in any jurisdiction in contravention of
applicable law.
The Increased Eleia O er will be made solely on the terms to be
set out in the Revised Eleia Scheme Document (and any supplement or
revision to the Revised Eleia Scheme Document) and the Forms of
Proxy (or, if the Increased Eleia O er is implemented by way of a
Takeover O er, the O er Document and form of acceptance), which
will contain the full terms and conditions of the Increased Eleia O
er including details of how to vote in respect of the Increased
Eleia O er. Any vote in respect of the Scheme or other decision or
response in relation to the Increased Eleia O er should be made
only on the basis of the information contained in the Revised Eleia
Scheme Document (and any supplement or revision to the Revised
Eleia Scheme Document) (or, if the Increased Eleia O er is
implemented by way of a Takeover O er, the O er Document). Augean
Shareholders are advised to read carefully the Revised Eleia Scheme
Document (and any supplement or revision to the Revised Eleia
Scheme Document) and related Forms of Proxy (or, if applicable, the
O er Document).
This announcement does not constitute a prospectus, prospectus
equivalent document or prospectus exempted document for the
purposes of Article 1(4) or (5) of the UK Prospectus
Regulation.
No person should construe the contents of this announcement as
legal, nancial or tax advice and any interested person should
consult their own advisers in connection with such matters.
Overseas jurisdictions
This announcement has been prepared in accordance with and for
the purpose of complying with English law, the Takeover Code, the
AIM Rules, the Market Abuse Regulation 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 of England and Wales.
The release, publication or distribution of this announcement in
or into certain jurisdictions other than the United Kingdom may be
restricted by law and may affect the availability of the Increased
Eleia Offer 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 Revised Eleia Scheme Document or any
accompanying document to any jurisdiction outside the United
Kingdom should refrain from doing so and should 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 Augean Shares at the Court Meeting or the General
Meeting, or to execute and deliver Forms of Proxy appointing
another to vote their Augean 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 Increased Eleia Offer disclaim any responsibility and liability
for the violation of such restrictions by any person.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, the Increased
Eleia Offer 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,
and the Increased Eleia Offer will not be capable of acceptance and
no person may vote in favour of the Increased Eleia Offer by any
such use, means, instrumentality or facility or from 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 Increased Eleia Offer are not being, and must not
be, directly or indirectly, mailed or otherwise forwarded or
distributed in, into or from a Restricted Jurisdiction and persons
receiving this announcement and all such documents relating to the
Increased Eleia Offer (including custodians, nominees and trustees)
must not distribute or send them into or from a Restricted
Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Increased Eleia Offer.
If the Increased Eleia Offer is implemented by way of a Takeover
Offer (unless otherwise permitted by applicable law and
regulation), the Takeover Offer may not be made directly or
indirectly, in or into, or by the use of mails or any 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, and the Takeover Offer may not be capable of
acceptance by any such use, means, instrumentality or
facilities.
Further details in relation to Overseas Shareholders are
contained in the Revised Eleia Scheme Document.
Notice to US investors in Augean
The Increased Eleia Offer relates to the shares of an English
company and it is proposed to be made by means of a scheme of
arrangement provided for under English law. The Scheme will relate
to the shares of an English company that is a "foreign private
issuer" as defined under Rule 3b-4 under the US Exchange Act. A
transaction effected by means of a scheme of arrangement is not
subject to the shareholder vote, proxy solicitation and tender
offer rules under the US Exchange Act. Accordingly, the Scheme is
subject to the disclosure requirements, rules and practices
applicable in the UK to schemes of arrangement, which differ from
the disclosure requirements and practices of US shareholder vote,
proxy solicitation and tender offer rules.
Financial statements, and all 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 or other
companies whose financial statements are prepared in accordance
with US generally accepted accounting principles.
In the event that the Increased Eleia Offer is implemented by
way of a Takeover Offer and extended into the US, Bidco will do so
in satisfaction of the procedural and filing requirements of the US
securities laws at that time, to the extent applicable thereto. If
Bidco were to elect to implement the Increased Eleia Offer by means
of a Takeover Offer, such Takeover Offer shall be made in
compliance with applicable UK and US securities laws and
regulations, including the US tender offer rules. Such Takeover
Offer would be made in the US 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 Augean outside such Takeover Offer during the period in which
such Takeover Offer would remain open for acceptance. These
purchases may occur either in the open market at prevailing prices
or in private transactions at negotiated prices. Any information
about such purchases or arrangements to purchase shall be disclosed
as required in the United Kingdom, shall be reported to a
Regulatory Information Service and shall be available on the London
Stock Exchange website at www.londonstockexchange.com. If such
purchases or arrangements to purchase are made they would be made
outside the United States in compliance with applicable law,
including the US Exchange Act.
The receipt of consideration by a US holder for the transfer of
its Augean Shares pursuant to the Scheme may have tax consequences
in the US and such consequences, if any, are not described herein.
Each Augean Shareholder is urged to consult their independent
professional adviser immediately regarding the tax consequences of
the Increased Eleia Offer applicable to them, including under
applicable United States state and local, as well as overseas and
other, tax laws.
Augean and Bidco are both incorporated under the laws of England
and Wales. Some or all of the officers and directors of Augean are
residents of countries other than the United States.
In addition, some of the assets of Bidco and Augean are located
outside the United States. As a result, it may be difficult for US
holders of Augean Shares to enforce their rights and any claim
arising out of the US federal laws or to enforce against them a
judgment of a US court predicated upon the securities laws of the
United Kingdom. US holders of Augean Shares may not be able to sue
a non-US company or its officers or directors in a non-US court for
violations of the US securities laws. Further, it may be difficult
to compel a non-US company and its affiliates to subject themselves
to a US court's judgement.
Forward-looking statements
This announcement (including information incorporated by
reference in this announcement) may contain certain
"forward-looking statements" with respect to Bidco or Augean. These
forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts. Forward-looking
statements often, but do not always, use words such as
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "will", "may", "should", "would", "could" or
other words or terms of similar meaning or the negative thereof.
These forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause actual results,
performance or developments to differ materially from those
expressed in or implied by such forward-looking statements.
Such forward looking statements are not guarantees of future
performance. By their nature, because they relate to events and
depend on circumstances that will occur in the future, these
forward-looking statements involve known and unknown risks,
uncertainties that could significantly affect expected results and
are based on certain key assumptions and other factors which may
cause actual results, performance or developments to differ
materially from those expressed in or implied by such
forward-looking statements.
These factors include, but are not limited to, the satisfaction
of the conditions to the Increased Eleia Offer, as well as
additional factors, such as changes in political and economic
conditions, changes in the level of capital investment, retention
of key employees, changes in customer habits, success of business
and operating initiatives and restructuring objectives, impact of
any acquisitions or similar transactions, changes in customers'
strategies and stability, competitive product and pricing measures,
changes in the regulatory environment, fluctuations of interest
and/or exchange rates and the outcome of any litigation.
These forward-looking statements are based on numerous
assumptions regarding present and future strategies and
environments. You are cautioned not to place any reliance on such
forward-looking statements, which speak only as of the date hereof.
All subsequent oral or written forward-looking statements
attributable to Augean, Ancala, Fiera Infrastructure or Bidco or
any person acting on their behalf are expressly qualified in their
entirety by the cautionary statement above. Should one or more of
these risks or uncertainties materialise, or should underlying
assumptions prove incorrect, actual results may vary materially
from those described in this announcement.
None of Augean, Ancala, Fiera Infrastructure or Bidco, or any of
their respective associates or directors, officers or advisers,
provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually
occur.
Augean, Ancala, Fiera Infrastructure and Bidco assume no
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, estimates or quantified benefits
statements
No statement in this announcement is intended as a profit
forecast, profit estimate or quantified benefits statement for any
period and no statement in this announcement should be interpreted
to mean that earnings or earnings per ordinary share for Augean for
the current or future financial years would necessarily match or
exceed the historical published earnings or earnings per ordinary
share for Augean.
Electronic communications
Please be aware that addresses, electronic addresses and certain
other information provided by Augean Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Augean may be provided to Bidco during the
Offer Period, as required under Section 4 of Appendix 4 to the
Takeover Code, to comply with Rule 2.11(c).
Publication on website and availability of hard copies
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, at https://www.eleiabidco.com and
at https://www.augeanplc.com/offer/ by no later than 12.00 noon
(London time) on the Business Day following the date of publication
of this announcement. Save as expressly referred to in this
announcement, neither the contents of this website nor any website
accessible from hyperlinks is incorporated into and does not form
part of this announcement.
In accordance with Rule 30.3 of the Takeover Code, Augean
Shareholders and persons with information rights may request a hard
copy of this announcement by contacting Augean's registrars,
Computershare Investor Services PLC, between 9.00 a.m. to 5.30 p.m.
(London time), Monday to Friday (except UK public holidays) on +44
(0) 370 889 3205 or at web.queries@computershare.co.uk. Calls are
charged at the standard geographical rate and will vary by
provider. Calls outside the United Kingdom will be charged at the
applicable international rate. Please note that Computershare
Investor Services PLC cannot provide any financial, legal or tax
advice, and calls may be recorded and monitored for security and
training purposes. For persons who receive a copy of this
announcement in electronic form or via a website notification, a
hard copy of this announcement and any document or information
incorporated by reference into this announcement will not be sent
unless so requested. Such persons may also request that all future
documents, announcements and information to be sent to them in
relation to the Increased Eleia Offer should be in hard copy
form.
Dealing and opening position disclosure requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 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 Takeover Code, any person who is, or
becomes, interested in 1 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 Takeover 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
Rounding
Certain gures included in this announcement have been subjected
to rounding adjustments. Accordingly, gures shown for the same
category presented in di erent tables may vary slightly and gures
shown as totals in certain tables may not be an arithmetic
aggregation of the gures that precede them.
General
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 nancial advice immediately from your stockbroker, bank
manager, solicitor or independent nancial 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 nancial adviser.
Appendix 1
Sources of information and bases of calculation
1. The value attributed to the existing issued and to be issued
ordinary share capital of Augean is based upon an issued ordinary
share capital figure of 104,971,924 Augean Shares in issue as at
close of business on 22 September 2021, being the last practicable
date prior to the date of this announcement.
2. All prices quoted for Augean Shares are Closing Prices.
3. Volume-weighted average prices have been derived from
Bloomberg and have been rounded to the nearest one decimal
place.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
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use the personal data you provide us, please see our Privacy
Policy.
END
OFFEADNAAANFEAA
(END) Dow Jones Newswires
September 23, 2021 02:00 ET (06:00 GMT)
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