Morgan Stanley Infrastructure Inc Lapse of Offer for Augean Plc (8257N)
04 Octubre 2021 - 1:00AM
UK Regulatory
TIDMAUG
RNS Number : 8257N
Morgan Stanley Infrastructure Inc
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 THAT JURISDICTION
FOR IMMEDIATE RELEASE
4 October 2021
Lapse of Antwerp Management Limited's Offer for Augean Plc
On 23 September 2021, pursuant to the auction process
established by the Panel on Takeovers and Mergers (the "Panel"),
Antwerp Management Limited ("MSIP Bidco"), a newly-formed company
indirectly owned by funds managed or advised by Morgan Stanley
Infrastructure Inc., an indirect subsidiary of Morgan Stanley,
announced the terms of an increased cash offer for the entire
issued and to be issued ordinary share capital of Augean Plc
("Augean" or the "Company") at a price of 361 pence for each Augean
Share (the "MSIP Auction Offer").
On the same date, 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., announced the terms of a higher increased cash
offer for the entire issued and to be issued share capital of
Augean at a price of 372 pence for each Augean Share (the
"Increased Eleia Offer").
The Increased Eleia Offer has been recommended by the board of
Augean. In light of the Augean Directors' recommendation of the
Eleia Increased Offer, the Augean Directors have withdrawn their
recommendation of the MSIP Auction Offer and have adjourned the
MSIP Shareholder Meetings (comprising the Court Meeting and the
General Meeting) until further notice.
The Scheme was conditional on the MSIP Shareholder Meetings
being held on or before the 22(nd) day after the expected date of
the MSIP Shareholder Meetings (being 1 October 2021). As of the end
of 1 October 2021, conditions 2(a)(ii) and 2(b)(ii), as set out in
the Scheme Document, have not been satisfied. This announcement
confirms that the MSIP Auction Offer has now lapsed.
Capitalised terms in this announcement, unless otherwise
defined, have the same meanings as set out in the Scheme Document
published by MSIP Bidco on 16 August 2021.
Enquiries:
MSIP Bidco and MSIP +44 20 7425 3923
Hugh Fraser
Greenhill (lead financial adviser to
MSIP Bidco and MSIP) +44 20 7198 7400
Charles Montgomerie
Charles Spencer
Thomas Angove
White & Case LLP has been retained as legal adviser to MSIP
and MSIP Bidco.
Important information
Greenhill & Co. International LLP ("Greenhill"), which is
authorised and regulated by the FCA in the United Kingdom, is
acting exclusively for MSIP Bidco and MSIP and for no one else in
connection with the matters set out in this announcement and will
not be responsible to anyone other than MSIP Bidco and MSIP for
providing the protections afforded to clients of Greenhill, nor for
providing advice in relation to the matters set out in this
announcement.
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 MSIP Auction Offer or
otherwise, nor shall there be any sale, issuance or transfer of
securities of Augean in any jurisdiction in contravention of
applicable law.
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.
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 MSIP 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
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.morganstanley.com/im/en-ch/intermediary-investor/about-us/investment-teams/real-assets/private-infrastructure-team.html
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
this website nor any website accessible from hyperlinks is
incorporated into and do not form part of this announcement.
General
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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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