TIDMAPGN
RNS Number : 8551R
Applegreen PLC
10 March 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
10 March 2021
RECOMMED CASH OFFER
for
APPLEGREEN PLC
by
CAUSEWAY CONSORTIUM LIMITED
(A NEWLY FORMED COMPANY WHOLLY OWNED BY (i) B&J HOLDINGS
LIMITED AND (ii) BLACKSTONE INFRASTRUCTURE PARTNERS)
TO BE IMPLEMENTED BY WAY OF A SCHEME OF ARRANGEMENT UNDER
CHAPTER 1 OF PART 9 OF THE COMPANIES ACT 2014
Effectiveness of Scheme of Arrangement and completion of
Acquisition
The Independent Applegreen Board announces that the scheme of arrangement between Applegreen plc ("Applegreen") and its shareholders under Chapter 1 of Part 9 of the Companies Act 2014 (the "Scheme") pursuant to which Causeway Consortium Limited ("Bidco"), a wholly-owned subsidiary of B&J Holdings Limited and Blackstone Infrastructure Partners will acquire the entire issued and to be issued share capital of Applegreen, became effective today, 10 March 2021.
Distribution of cheques and crediting of CREST accounts for the
cash consideration paid by Bidco to Scheme Shareholders under the
terms of the Scheme is expected to commence as soon as practicable
following the Effective Date, with CREST member accounts expected
to be credited on or before 24 March 2021 and the distribution of
cheques expected to be complete by 24 March 2021. In accordance
with the requirements of the Irish Takeover Rules, all
consideration paid by Bidco to Scheme Shareholders under the terms
of the Scheme will be distributed by no later than 24 March
2021.
Cancellation of the admission of Applegreen Shares to trading on
Euronext Growth and AIM is expected to occur with effect from 7.00
am (Irish time) on 11 March 2021.
Following the Scheme becoming effective, Applegreen confirms,
with effect from the Effective Time, the resignation of Daniel
Kitchen, Howard Millar, Brian Geraghty, Martin Southgate and Niall
Dolan as directors of the Company and the appointment of Greg
Stamas and Sebastian Sherman as directors of the Company in their
place.
Except as otherwise defined herein, capitalised terms used but
not defined in this announcement have the same meanings as given to
them in the scheme document published by Applegreen on 25 January
2021.
Enquiries:
Applegreen
Bob Etchingham +353 (0) 1 512 4800
Goodbody (Sole Financial Advisor and Joint Broker to
Applegreen)
Brian O'Kelly / Finbarr Griffin / John Flynn / Richard
Tunney
+353 (0) 1 667 0420
Shore Capital (Nominated Adviser and Joint Broker to
Applegreen)
Malachy McEntyre / Stephane Auton / Patrick Castle / Daniel Bush
+44 (0) 20 7408 4090
MHP Communications (Public Relations Adviser to Applegreen)
Simon Hockridge / Peter Hewer
+44 (0) 7709 496 125
Drury Porter Novelli (Public Relations Advisor to
Applegreen)
Paddy Hughes
+353 (0) 1 260 5000
Important Notices
The directors of Applegreen accept responsibility for the
information contained in this announcement. To the best of the
knowledge and belief of the directors of Applegreen (who, in each
case, have taken all reasonable care to ensure that such is the
case), the information contained in this announcement is in
accordance with the facts and does not omit anything likely to
affect the import of such information.
Goodbody, which in Ireland is regulated by the Central Bank of
Ireland and in the UK is authorised and subject to limited
regulation by the Financial Conduct Authority, is acting
exclusively for Applegreen and no one else in connection with the
matters referred to in this Announcement and will not be
responsible to anyone other than Applegreen for providing the
protections afforded to clients of Goodbody, or for providing
advice in connection with the matters referred to in this
Announcement. Neither Goodbody nor any of its subsidiaries 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 Goodbody in connection with this announcement or any matter
referred to herein.
Shore Capital and Corporate Limited and Shore Capital
Stockbrokers Limited ("Shore Capital") are authorised and regulated
in the United Kingdom by the FCA. Shore Capital is acting
exclusively for Applegreen and no one else in connection with the
matters referred to in this announcement and will not be
responsible to anyone other than Applegreen for providing the
protections afforded to clients of Shore Capital or for providing
advice in connection with the matters referred to in this
announcement. Neither Shore Capital nor any of its subsidiaries 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 Shore Capital in connection with this announcement or any matter
referred to herein.
Goldman Sachs International, which is authorised by the PRA and
regulated by the FCA and the PRA in the United Kingdom, is acting
exclusively for BidCo as financial adviser and no one else in
connection with the Acquisition and other matters set out in this
Announcement and will not be responsible to anyone other than BidCo
for providing the protections afforded to clients of Goldman Sachs
International, or for providing advice in connection with the
Acquisition, the content of this Announcement or any matter
referred to herein. Neither Goldman Sachs International nor any of
its subsidiaries, affiliates or branches nor their respective
partners, directors, officers, employees or agents owes or accepts
any duty, liability or responsibility whatsoever (whether direct,
indirect, consequential, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Goldman
Sachs International 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 any part of any offer
or invitation, or the solicitation of an offer, to purchase or
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 Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. The Acquisition
will be made solely by means of the Scheme Document, which contains
the full terms and conditions of the Acquisition, including details
of how to vote in respect of the Acquisition. Any decision in
respect of, or other response to, the Acquisition, should be made
only on the basis of the information contained in the Scheme
Document.
This announcement does not constitute a prospectus or a
prospectus equivalent document.
This announcement has been prepared for the purpose of complying
with the laws of Ireland and the Takeover 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 Ireland.
Overseas jurisdictions
The distribution, release or publication of this announcement in
or into jurisdictions other than Ireland or the United Kingdom may
be restricted by law and therefore any persons who are subject to
the laws of any jurisdiction other than Ireland or the United
Kingdom should inform themselves about, and observe, any applicable
requirements. Any failure to comply with the applicable
requirements may constitute a violation of the securities laws of
such jurisdiction. This announcement is not intended to and does
not constitute, or form part of, any offer to sell or issue or an
invitation to purchase or subscribe for any securities or a
solicitation of an offer to buy any securities pursuant to this
announcement or otherwise in any jurisdiction in which such offer
or solicitation is unlawful. This announcement has been prepared
for the purposes of complying with Irish law, the Takeover Rules
and the AIM Rules and Euronext Growth 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 Ireland.
The attention of Applegreen Shareholders who are resident in, or
citizens of, jurisdictions outside Ireland or the United Kingdom,
is drawn to paragraph 13 (headed "Overseas shareholders") in Part
III of the Scheme Document.
Disclosure requirements of the Takeover Rules
Under the provisions of Rule 8.3 of the Takeover Rules, if any
person is, or becomes, "interested" (directly or indirectly) in, 1%
or more of any class of "relevant securities" of Applegreen, all
"dealings" in any "relevant securities" of Applegreen (including by
means of an option in respect of, or a derivative referenced to,
any such "relevant securities") must be publicly disclosed by not
later than 3.30 pm (Irish time) on the "business day" in Dublin
following the date of the relevant transaction. This requirement
will continue until the date on which the "offer period" ends. If
two or more persons co-operate on the basis of any agreement,
either express or tacit, either oral or written, to acquire an
"interest" in "relevant securities" of Applegreen, they will be
deemed to be a single person for the purpose of Rule 8.3 of the
Takeover Rules.
Under the provisions of Rule 8.1 of the Takeover Rules, all
"dealings" in "relevant securities"' of Applegreen by BidCo,
Blackstone Infrastructure Partners or B&J, or by any party
Acting in Concert with any of them, must also be disclosed by no
later than 12 noon (Irish time) on the business day in Dublin
following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose
"relevant securities" "dealings" should be disclosed, can be found
on the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie.
"Interests in securities" arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated
as having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks are defined in the Takeover Rules,
which can also be found on the Irish Takeover Panel's website. If
you are in any doubt as to whether or not you are required to
disclose a dealing under Rule 8, please consult the Irish Takeover
Panel's website at www.irishtakeoverpanel.ie or contact the Irish
Takeover Panel on telephone number +353 1 678 9020.
Publication on website
A copy of this announcement (together with any document
incorporated by reference) will be available, free of charge
(subject to certain restrictions relating to persons resident in
Restricted Jurisdictions) on Applegreen's website at
www.applegreenstores.com by no later than 12.00 p.m. on the
business day following this announcement and throughout the course
of the Acquisition. The contents of Applegreen's website are not
incorporated into, and do not form part of, this announcement.
General
The laws of the relevant jurisdictions may affect the
availability of the Acquisition to persons who are not resident in
Ireland or the United Kingdom. Persons who are not resident in
Ireland or the United Kingdom, or who are subject to laws of any
jurisdiction other than Ireland or the United Kingdom, should
inform themselves about, and observe, any applicable legal or
regulatory requirements. 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 Acquisition disclaim any responsibility and
liability for the violation of such restrictions by any person.
The Acquisition will not be made available, directly or
indirectly, in a Restricted Jurisdiction, and the Acquisition will
not be capable of acceptance from within a Restricted
Jurisdiction.
The release, publication or distribution of this this
announcement in or into certain jurisdictions may be restricted by
the laws of those jurisdictions. Accordingly, copies of this this
announcement and all other documents relating to the Acquisition
are not being, and must not be, released, published, mailed or
otherwise forwarded, distributed or sent in, into or from any
Restricted Jurisdiction. Persons receiving such documents
(including, without limitation, nominees, trustees and custodians)
should observe these restrictions. Failure to do so may constitute
a violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, BidCo, Blackstone
Infrastructure Partners, B&J and Applegreen disclaim any
responsibility or liability for the violations of any such
restrictions by any person.
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END
SOASFFFMSEFSEDD
(END) Dow Jones Newswires
March 10, 2021 11:36 ET (16:36 GMT)
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