TIDMAUG
RNS Number : 3510N
Augean Plc
29 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
29 September 2021
RECOMMED SUPERIOR CASH OFFER
for
AUGEAN PLC ("Augean")
by
ELEIA LIMITED ("Eleia 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 way of a scheme of arrangement under Part 26 of the Companies
Act 2006
Publication of the Supplementary Shareholder Circular
Following the conclusion of the auction procedure which took
place on 22 September 2021, on 23 September 2021, the boards of
Augean and Eleia Bidco announced the terms of a superior
recommended cash 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").
Augean is now pleased to announce that a supplementary circular
in relation to the Superior Eleia Offer (the "Supplementary
Circular") is being posted today, containing, among other things,
the recommendation of the Augean Directors, the terms and
conditions of the Superior Eleia Offer, a timetable of expected
principal events, and details of the action to be taken by Augean
Shareholders who wish to vote in favour of the scheme of
arrangement in relation to Superior Eleia Offer at the Court
meeting and in favour of the resolution to be proposed at the
general meeting (the "Eleia Court Meeting" and the "Eleia General
Meeting" respectively and together the "Eleia Shareholder
Meetings") (the "Eleia Scheme").
Capitalised terms used in this announcement, unless otherwise
defined, have the same meanings as set out in the scheme document
published on 6 September 2021 (the "Eleia Scheme Document"). All
references in this announcement to times are to London time unless
otherwise stated.
Recommendation and voting in respect of Eleia Shareholder
Meetings
As stated in the Supplementary Circular, in light of the
superior proposal of 372 pence per Augean Share under the Superior
Eleia Offer as compared to the offer from Antwerp Management
Limited, announced on 23 September 2021, the Augean Directors, who
have been so advised by Rothschild & Co as to the financial
terms of the Superior Eleia Offer, consider the terms of the
Superior Eleia Offer to be fair and reasonable. In providing its
advice, Rothschild & Co has taken into account the commercial
assessments of the Augean Directors. Rothschild & Co is
providing independent financial advice to the Augean Directors for
the purposes of Rule 3 of the Takeover Code.
Accordingly, 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 Resolution to be proposed at the Eleia
General Meeting.
The Eleia Shareholder Meetings are proposed to be adjourned
until 12 October 2021 to enable Augean Shareholders sufficient time
to submit Forms of Proxy (as applicable) in respect of the Superior
Eleia Offer.
Detailed instructions on the actions to be taken by Augean
Shareholders who have not yet submitted their voting instructions
for at the Eleia Court Meeting and the Eleia General Meeting are
set out on pages 12 to 15 and paragraph 14 of Part II (Explanatory
Statement) of the Eleia Scheme Document. In light of the proposed
adjournment of the Eleia Shareholder Meetings, the revised dates
for returning Forms of Proxy are as laid out in paragraph 3 of the
Supplementary Circular. Augean Shareholders who have already
submitted Forms of Proxy (as applicable) for the Eleia Court
Meeting and the Eleia General Meeting and (i) who do not wish to
change their voting instructions, need take no further action; or
(ii) who now wish to change their voting instructions, should refer
to paragraph 3 of the Supplementary Circular.
The Augean Directors advise Augean Shareholders to take no
action in respect of the offer from Antwerp Management Limited.
Action required
In order to become Effective, the Eleia Scheme will require,
among other things, that a majority in number of the Scheme
Shareholders present and voting (and entitled to vote) either in
person or by proxy, representing not less than 75 per cent. in
value of the Scheme Shares held by such Scheme Shareholders, vote
in favour of the Eleia Scheme at the Eleia Court Meeting, and that
the requisite majority of Augean Shareholders approves the
Resolution at the Eleia General Meeting. The Eleia Scheme is also
subject to the satisfaction or (where applicable) waiver of the
Conditions and further terms set out in the Supplementary Circular.
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, in 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 Circular.
Attendance at Eleia Shareholder Meetings
Although COVID-19 restrictions have been lifted at the time of
publication of the Supplementary Circular, the UK government has
urged people to maintain social distancing and reduce time spent in
crowded areas. Whilst Augean acknowledges that attendance in person
will likely be legally permissible, Scheme Shareholders, Augean
Shareholders and other attendees (including any duly appointed
proxies and/or corporate representatives) are encouraged not to
attend the Eleia Shareholder Meetings in person, save for the Chair
and anyone else nominated by the Chair in order to establish a
quorum or to facilitate the proceedings of the Eleia Shareholder
Meetings. Augean remains firmly committed to encouraging
shareholder engagement on the business of the Eleia Shareholder
Meetings. As such, Augean Shareholders (and any of their duly
appointed proxies and/or corporate representatives) will be able to
access and follow the business of the relevant Eleia Shareholder
Meeting remotely via the Virtual Meeting Platform.
Scheme Shareholders and Augean Shareholders are strongly
encouraged to appoint the Chair of the relevant Meeting as their
proxy. If you wish to appoint a person other than the Chair of the
Court Meeting as your proxy and for them to attend the Court
Meeting remotely please submit your proxy appointment in the usual
way and then contact Computershare on 0370 889 3205 from within the
UK or +44 370 889 3205 if calling from outside the UK in order to
obtain their unique SRN and PIN (which you can then pass on to your
duly appointed proxy). This should be done as soon as possible and
at least 48 hours (excluding any part of such 48 hour period
falling on a non-working day) before the Court Meeting.
Timetable
The Supplementary Circular contains an expected timetable of
principal events in relation to the Eleia Scheme, which is also set
out in the Appendix to this announcement. Subject to obtaining the
approval of the requisite majority of Scheme Shareholders at the
Eleia Court Meeting, the requisite majority of eligible Augean
Shareholders at the Eleia General Meeting, the sanction of the
Court and the satisfaction or (where applicable), waiver of the
other Conditions (as set out in the Eleia Scheme Document), the
Eleia Scheme is expected to become Effective on 20 October 2021. If
any of the key dates set out in the timetable change, Augean will
give notice of this change by issuing an announcement through a
Regulatory Information Service.
Cancellation
It is intended that dealings in Augean Shares will be suspended
at 6.00 p.m. on the Business Day before the Effective Date. No
transfers of Augean Shares will be registered after 6.00 p.m. on
that date. It is further intended that, prior to the Scheme
becoming Effective, an application will be made to the London Stock
Exchange for the cancellation of admission to trading of Augean
Shares on AIM, to take effect shortly after the Effective Date.
Share certificates in respect of the Augean Shares will cease to
be valid from the Effective Date. Augean Shareholders are free to
retain them for their records or, alternatively, can destroy them
following the Effective Date. In addition, entitlements held within
the CREST system to the Augean Shares will be cancelled on the
Effective Date.
Information for Augean Shareholders and helpline
If you have any questions about this announcement, the
Supplementary Circular, the Eleia Court Meeting or the Eleia
General Meeting, or how to complete the Forms of Proxy or to submit
your proxies electronically, please call the Shareholder Helpline
between 8:30 a.m. and 5:30 p.m. Monday to Friday (except UK public
holidays) on 0370 889 3205 from within the UK or +44 370 889 3205
if calling from outside the UK. Please note that calls may be
monitored or recorded and the Shareholder Helpline cannot provide
financial, legal or tax advice or advice on the merits of the Offer
or give any financial, legal or tax advice.
The Supplementary Circular will be published shortly on Augean's
website at https://www.augeanplc.com/offer/ and Eleia Bidco's
website at https://www.eleiabidco.com . The Supplementary Circular
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 844 980
Jim Meredith - Executive Chairman
Mark Fryer - Group Finance Director
Rothschild & Co (lead financial adviser
to Augean) +44 20 7280 5000
Ravi Gupta
Robert Barnes
Singer Capital Markets (Nominated Adviser
and Corporate Broker to Augean) +44 20 7496 3000
Jen Boorer
Rachel Hayes
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
Clifford Chance LLP is providing legal advice to Eleia Bidco,
Ancala Partners LLP and Fiera Infrastructure Inc. Ashurst LLP is
providing legal advice to Augean.
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
Superior 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 Superior
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 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
Rothschild & Co 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 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 Superior 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 Superior Eleia Offer is made solely on the terms to be set
out in the Eleia Scheme Document, Supplementary Circular and the
Forms of Proxy (or, if the Superior 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
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 and Supplementary Circular (or, if the
Superior Eleia Offer is implemented by way of a Takeover Offer, the
Offer Document). Augean Shareholders are advised to read carefully
the Eleia Scheme Document, Supplementary Circular 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 Superior
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 Supplementary Circular 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 Eleia Court Meeting or the Eleia
General Meeting, or to execute and deliver Forms of Proxy
appointing another to vote their Augean Shares in respect of the
Eleia Court Meeting or the Eleia 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 Superior Eleia Offer disclaim any responsibility and liability
for the violation of such restrictions by any person.
Unless otherwise determined by Eleia Bidco or required by the
Takeover Code, and permitted by applicable law and regulation, the
Superior 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 Superior Eleia Offer will not be capable of
acceptance and no person may vote in favour of the Superior 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 Superior 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
Superior 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 Superior Eleia Offer.
If the Superior 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 Superior 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 Eleia 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 Superior Eleia Offer is implemented by way
of a Takeover Offer and extended into the US, Eleia 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 Eleia Bidco were to elect to implement the Superior 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 Eleia Bidco and no one else. In
addition to any such Takeover Offer, Eleia 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 Eleia 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 Superior Eleia Offer applicable to them,
including under applicable United States state and local, as well
as overseas and other, tax laws.
Augean and Eleia 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 Eleia 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 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 Eleia Bidco Group's or
any member of the Augean Group's operations and potential synergies
resulting from the Superior Eleia Offer; and (iii) the effects of
global economic conditions and government regulation on Eleia
Bidco's, Augean's, any member of the Eleia 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 Superior 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 Ancala Partners LLP, Fiera Infrastructure Inc,
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 Partners LLP, Fiera Infrastructure Inc, 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 Partners LLP, Fiera Infrastructure Inc, 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
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 and the Supplementary Circular 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 at 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 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 Superior 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% 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% 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 figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures 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 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.
APPIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
All times shown are London time unless otherwise stated. All
dates and times are based on Augean's and Eleia Bidco's current
expectations and are subject to change. If any of the dates and/or
times in this expected timetable change, the revised dates and/or
times will be notified to Augean Shareholders by announcement
through a Regulatory Information Service, with such announcement
being made available on Augean's website at
https://www.augeanplc.com/offer.
Event Expected time/date (1)
Latest time for lodging Forms
of Proxy for: 10:30 a.m. on 8 October 2021(2)
Eleia Court Meeting (BLUE form) 10:45 a.m. on 8 October 2021(2)
Eleia General Meeting (WHITE
form)
---------------------------------
Voting Record Time 6.00 p.m. on 8 October 2021(3)
---------------------------------
Eleia Court Meeting 10:30 a.m. on 12 October 2021
---------------------------------
Eleia General Meeting 10:45 a.m. on 12 October 2021
(4)
---------------------------------
Eleia Scheme Court Hearing 18 October 2021
---------------------------------
Last day of dealings in, and 19 October 2021 (5)
for registration of transfers
of, and disablement in CREST
of, Augean Shares
---------------------------------
Suspension of listing of, and 6.00 p.m. on 19 October 2021
dealings in, Augean Shares
---------------------------------
Scheme Record Time 6.00 p.m. on 19 October 2021
---------------------------------
Effective Date of the Eleia 20 October 2021
Scheme (6)
---------------------------------
Cancellation of listing of Augean by 8.00 a.m. on 21 October 2021
Shares(7)
---------------------------------
Latest date for electronic payment/dispatch Within 14 days of the Effective
of cheques/settlement through Date
CREST in respect of the consideration
for the Superior Eleia Offer
---------------------------------
Long Stop Date 11.59 p.m. on 31 December 2021(8)
---------------------------------
Notes:
(1) These times and dates are indicative only and will depend
on, among other things, (i) the Eleia Shareholder Meetings being
adjourned to 12 October 2021 as the Augean Directors have proposed,
(ii) the date upon which the Conditions are satisfied or (where
applicable) waived, (iii) the date upon which the Court sanctions
the Eleia Scheme, and (iv) the date upon which the Court Order
sanctioning the Eleia Scheme is delivered to the Registrar of
Companies. If the expected date of the Eleia Scheme Court Hearing
is changed, Augean will give adequate notice of the changes by
issuing an announcement through a Regulatory Information
Service.
(2) The BLUE Form of Proxy for the Eleia Court Meeting, if not
received by the time stated above (or, if the Eleia Court Meeting
is adjourned, 48 hours (excluding non-working days) before the
adjourned Eleia Court Meeting), may be handed to a representative
of Computershare, on behalf of the Chair of the Eleia Court
Meeting, or to the Chair of the Eleia Court Meeting, before the
start of that meeting. However, in order to be valid, the WHITE
Form of Proxy must be received no later than 10:45 a.m. on 8
October 2021 (or, if the Eleia General Meeting is adjourned, 48
hours (excluding non-working days) before the time fixed for the
adjourned Meeting). Please see "paragraph 3 of this document.
(3) If either the Eleia Court Meeting or the Eleia General
Meeting is adjourned again, the Voting Record Time for the relevant
adjourned Meeting will be 6.00 p.m. on the date which is two
Business Days before the date set for such adjourned Meeting.
(4) To commence at 10:45 a.m. or as soon thereafter as the Eleia
Court Meeting shall have concluded or adjourned.
(5) Augean Shares will be disabled in CREST from 6.00 p.m. on 19 October 2021.
(6) The Eleia Scheme will become Effective pursuant to its terms
upon the Court Order being delivered to the Registrar of
Companies.
(7) Subject to confirmation from AIM Regulation.
(8) The latest date by which the Eleia Scheme must be
implemented may be extended by agreement between Augean and Eleia
Bidco with the prior consent of the Panel and (if required) the
approval of the Court.
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END
MSCEAKNNALAFEEA
(END) Dow Jones Newswires
September 29, 2021 02:44 ET (06:44 GMT)
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