TIDMAUG
RNS Number : 8272O
Augean Plc
12 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 OF
SUCH JURISDICTION
For immediate release
12 October 2021
AUGEAN PLC ("Augean")
Results of Shareholder Meetings
Augean is pleased to announce that, at the Court Meeting and
General Meeting held earlier today in connection with the
recommended cash offer for Augean by Eleia Limited to 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"), to be
implemented by way of a court-sanctioned scheme of arrangement
pursuant to Part 26 of the Companies Act 2006:
-- the requisite majorities of Scheme Shareholders voted to
approve the Eleia Scheme at the Court Meeting; and
-- the requisite majority of Augean Shareholders voted to pass
the Resolution to give effect to the Eleia Scheme, including the
amendment to Augean's articles of association and the
re-registration of Augean as a private limited company, at the
General Meeting.
Full details of the resolutions were set out in the notices of
the Court Meeting and General Meeting contained in the Eleia scheme
document posted to all shareholders on 6 September 2021 (the "Eleia
Scheme Document") at Part IX and Part X respectively.
Capitalised terms used and not defined in this document have the
meanings given to them in the Eleia Scheme Document. All references
to times are to times in London unless otherwise stated.
Voting results at the Court Meeting
The result of the vote at the Court Meeting was as follows:
Voted the Resolution
Present and Voting Voted the Resolution For Against
Present No. of Shares No. of No. of
Shareholders Represented Shareholders Shares Represented Shareholders Shares Represented
----------- ------------- -------------- ------------- --------------------- ------------- ---------------------
No. % No. %
----------- ------------- -------------- ------------- ----------- -------- ------------- -----------
In Person 2 2,600,220 2 2,600,220 100.00% 0 0 0.00%
----------- ------------- -------------- ----------- -------- -----------
By Proxy 56 69,382,233 49 69,335,758 99.93% 7 46,475 0.07%
----------- ------------- -------------- ----------- -------- -----------
Total 58 71,982,453 51 71,935,978 99.94% 7 46,475 0.06%
----------- ------------- -------------- ----------- -------- -----------
Voting results at the General Meeting
The results of the votes at the General Meeting were as
follows:
VOTES % VOTES % VOTES % of VOTES
FOR AGAINST TOTAL ISC VOTED WITHHELD
71, 941
Resolution ,901 99.96 31,976 0.04 71,973,877 68.56% 5,219
-------- ------ --------- ----- ----------- ----------- ----------
Next steps and timetable
Completion of the Superior Eleia Offer remains subject to the
satisfaction (or, where applicable, waiver) of the remaining
Conditions set out in the Eleia Scheme Document, including the
sanction of the Scheme by the Court at the Court Hearing, which is
expected to take place on 18 October 2021.
It is intended that dealings in Augean Shares will be suspended
with effect from 7.30 a.m. on 20 October 2021. No transfers of
Augean Shares will be registered after 7.30 a.m. on that date.
It is intended that, subject to the Scheme having become
Effective, the cancellation of admission to trading of the Augean
Shares will take effect from 7.00 a.m. on 21 October 2021.
Save as set out above, the expected timetable of principal
events for the implementation of the Scheme remains as set out on
page 14 of the supplementary shareholder circular posted to
shareholders on 29 September 2021. If any of the dates and/or times
in the expected timetable change, the revised dates and/or times
will be notified by announcement through a Regulatory Information
Service.
A copy of the Resolution passed at the General Meeting will
shortly thereafter be available for inspection on the Augean
website at https://www.augeanplc.com/offer/ . The Resolution will
be submitted to the National Storage Mechanism where it will be
available at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
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.
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
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