TIDMAUG
RNS Number : 9575N
Eleia Limited
04 October 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
4 October 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
("Ancala"), and (ii) Fiera Infrastructure Inc.)
Deed of Novation
On 24 August 2021, the boards of Augean and Bidco announced that
they had reached agreement on the terms of a recommended cash offer
for the entire issued and to be issued share capital of Augean at a
price of 325 pence per Augean Share, to be implemented by way of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act (the "Eleia Offer"). The scheme document in respect
of the Eleia Offer was published on 6 September 2021 (the "Eleia
Scheme Document").
On 23 September 2021, following the conclusion of the auction
procedure established by the Panel on 16 September 2021, Bidco
announced a recommended increased cash offer for the entire issued
and to be issued share capital of Augean at a price of 372 pence
per Augean Share (the "Increased Eleia Offer"). The supplementary
circular in respect of the Increased Eleia Offer was published on
29 September 2021 (the "Supplemental Eleia Scheme Document").
On 4 October 2021, Bidco entered into a deed of novation with
Augean and Ancala (the "Deed of Novation") pursuant to which the
rights and obligations assumed by Ancala under the confidentiality
agreement entered into between Ancala and Augean dated 24 June 2021
have been transferred to Bidco.
A copy of the Deed of Novation will be made available (subject
to certain restrictions relating to persons resident in Restricted
Jurisdictions) at https://www.eleiabidco.com and
https://www.augeanplc.com/offer/.
Capitalised terms used in this announcement, unless otherwise
defined, have the same meanings as set out in the Eleia Scheme
Document. All references in this announcement to times are to
London time unless otherwise stated.
Enquiries
Bidco, Ancala and Fiera Infrastructure
+44 (0) 208 059
Karen Dolenec, Ankur Ajmera (Ancala) 0320
+44 (0) 208 194
Jason Cogley, Daniel Anderson (Fiera Infrastructure) 4290
Jefferies (Sole Financial Adviser to Bidco)
+44 (0) 207 029
Paul Bundred, Lorna Shearin, Harry Le May 8000
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
Important notices
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.
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 Increased Eleia 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 Increased Eleia Offer is made solely on the terms set out in
the Supplemental Eleia Scheme Document and the Forms of Proxy (or,
if the Increased Eleia 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 Increased Eleia Offer
including details of how to vote in respect of the Increased Eleia
Offer. Any vote in respect of the Scheme or other decision or
response in relation to the Increased Eleia Offer should be made
only on the basis of the information contained in the Supplemental
Eleia Scheme Document (or, if the Increased Eleia Offer is
implemented by way of a Takeover Offer, the Offer Document). Augean
Shareholders are advised to read carefully the Supplemental 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.
Overseas shareholders
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 Supplemental 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.
Additional information for US investors
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 relates 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.
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
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 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 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.
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END
OUPBSBDGLSGDGBS
(END) Dow Jones Newswires
October 04, 2021 10:49 ET (14:49 GMT)
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