TIDMAUG
RNS Number : 6091N
Augean Plc
30 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 OF
SUCH JURISDICTION
For immediate release
30 September 2021
AUGEAN PLC ("Augean")
Eleia Shareholder Meetings to be held on 12 October 2021
MSIP Shareholder Meetings adjourned until further notice
On 23 September 2021, the boards of Augean and Eleia Limited
("Eleia Bidco") announced that they had agreed the terms of a
recommended offer for Augean by Eleia Bidco pursuant to which Eleia
Bidco will acquire the entire issued and to be issued share capital
of Augean at a price of 372 pence per Augean Share (the "Superior
Eleia Offer").
The announcement of the Superior Eleia Offer follows the auction
procedure which took place during the evening of 22 September 2021
between Bidco and Antwerp Management Limited ("MSIP Bidco"). MSIP
Bidco increased its initial offer such that the consideration
payable to Augean shareholders would be 361 pence in cash per
Augean Share (the "MSIP Auction Offer").
In light of the superior proposal of 372 pence per Augean Share
under the Superior Eleia Offer as compared to the MSIP Auction
Offer, the Augean Directors recommend unanimously that Augean
Shareholders vote, or procure the voting, in favour of the Eleia
Scheme at the Eleia Court Meeting and vote, or procure the voting,
in favour of the Resolutions to be proposed at the Eleia General
Meeting.
Capitalised terms used and not defined in this document have the
meanings given to them in the supplementary shareholder circular
posted to shareholders on 29 September 2021 (the "Supplementary
Eleia Scheme Document"). All references to times are to times in
London unless otherwise stated.
Adjournment
The Augean Directors confirm that the MSIP Court Meeting and the
MSIP General Meeting required to implement the MSIP Auction Offer
were adjourned indefinitely earlier today.
The Augean Directors also confirm that the Eleia Court Meeting
and the Eleia General Meeting required to implement the Superior
Eleia Offer were adjourned earlier today in order to enable Augean
Shareholders sufficient time to submit their voting instructions in
respect of the Superior Eleia Offer. Accordingly, the expected
timetable of principal events for the Superior Eleia Offer remains
as set out in the Supplementary Eleia Scheme Document and in the
appendix to the Company's announcement yesterday regarding the
publication of the Supplementary Eleia Scheme Document.
The Eleia Court Meeting will start at 1 0. 30 a.m. on 12 October
2021 and the Eleia General Meeting will start at 1 0. 45 a.m. on 12
October 2021 (or as soon thereafter as the Eleia Court Meeting
shall have been concluded or adjourned). The Eleia Court Meeting
and the Eleia General Meeting will both be held at the offices of
Ashurst LLP, London Fruit & Wool Exchange, 1 Duval Square,
London, E1 6PW. In light of the uncertainty surrounding the
COVID-19 restrictions that may be in place as at the date of the
Eleia Shareholder Meetings, and in order to protect the health and
safety of all stakeholders, Scheme Shareholders and other attendees
(including any of their duly appointed proxies and/or corporate
representatives) are encouraged not to attend
the Court Meeting or the General Meeting in person.
It is important that, for the Eleia Court Meeting in particular,
as many votes as possible are cast so that the Court may be
satisfied that there is a fair representation of Scheme Shareholder
opinion. Whether or not you intend to attend the Eleia Court
Meeting and/or the Eleia General Meeting in person, or, the case of
the Eleia Court Meeting only, remotely via the Virtual Meeting
Platform, you are asked to complete and return both of your Forms
of Proxy by not later than the time set out in the Supplementary
Eleia Scheme Document.
Scheme Shareholders and Augean Shareholders (and any of their
duly appointed proxies and/or corporate representatives) will be
able to access, follow the business of, attend, submit questions
remotely in writing via the Virtual Meeting Platform, or orally by
telephone, and vote in person, at the Eleia General Meeting in the
same way as for the Eleia Court Meeting but not be able to raise
objections or vote at the Eleia General Meeting via the Virtual
Meeting Platform or orally by telephone (as a result of constraints
in the Articles). The appointment of a proxy will not prevent you
from: (i) in the case of the Eleia Court Meeting, accessing,
following the business of, attending, submitting questions and/or
objections remotely in writing via the Virtual Meeting Platform, or
orally by telephone, and voting in person, or remotely via the
Virtual Meeting Platform; and (ii) in the case of the Eleia General
Meeting, attending, speaking and voting in person at the Eleia
General Meeting, and accessing, following the business of and
submitting written questions via the Virtual Meeting Platform, at
the Meetings if you wish and are entitled to do so.
Enquiries
Augean
+44 (0) 1937 844
Jim Meredith, Mark Fryer 980
Rothschild & Co (Sole Financial Adviser to
Augean)
+44 (0) 207 280
Ravi Gupta, Robert Barnes 5000
Singer Capital Markets (Nominated Adviser
and Corporate Broker to Augean)
Jen Boorer, Rachel Hayes +44 20 7496 3000
Rothschild & Co is providing independent advice to Augean
pursuant to Rule 3 of the Code. Ashurst LLP has been retained as
legal adviser to Augean.
Important notices
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.
Further information
This announcement is for information purposes only, and is not
intended to, and does not, constitute or form part of, any offer or
inducement to sell or an invitation or the solicitation of an offer
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 Offer or otherwise,
nor shall there be any sale, issuance or transfer of securities of
Augean in any jurisdiction in contravention of applicable law.
The Superior Eleia Offer is made solely on the terms set out in
the Eleia Scheme Document and the related Forms of Proxy (or, if
the Offer is implemented by way of a Takeover Offer, the Offer
Document and form of acceptance), which contain the full terms and
conditions of the Superior Eleia Offer including details of how to
vote in respect of the Superior Eleia Offer. Any vote in respect of
the Eleia Scheme or other decision or response in relation to the
Superior Eleia Offer should be made only on the basis of the
information contained in the Eleia Scheme Document (or, if the
Offer is implemented by way of a Takeover Offer, the Offer
Document). Augean Shareholders are advised to read carefully the
Eleia Scheme Document and related Forms of Proxy (or, if
applicable, the Offer 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, financial or tax advice and any interested person should
consult their own advisers in connection with such matters.
Forward-looking statements
This announcement (including information incorporated by
reference in this announcement) may contain certain
"forward-looking statements" with respect to Eleia 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.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of
Eleia Bidco's, Augean's, any member of the Wider Bidco Group's or
any member of the Augean Group's operations and potential synergies
resulting from the Offer; and (iii) the effects of global economic
conditions and government regulation on Eleia Bidco's, Augean's,
any member of the Wider Bidco Group's or any member of the Augean
Group's business. 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 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 Ancala, Fiera, Eleia Bidco or Augean 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 Ancala, Fiera, Eleia Bidco, Augean, 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.
Ancala, Fiera, Eleia Bidco and Augean 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 Eleia Bidco during
the Offer Period, as required under Section 4 of Appendix 4 to the
Code, to comply with Rule 2.11(c).
Publication on website and availability of hard copies
In accordance with Rule 26.1 of the 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.augeanplc.com/offer/
and https://www.eleiabidco.com 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 these websites nor any website accessible
from hyperlinks is incorporated into and do not form part of this
announcement.
In accordance with Rule 30.3 of the 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
Offer should be in hard copy form.
Dealing and opening position disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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 1% 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
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 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.
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END
MSCZZGFLDGKGMZM
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September 30, 2021 10:29 ET (14:29 GMT)
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