TIDMAPGN
RNS Number : 0977M
Applegreen PLC
19 January 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
19 January 2021
Recommended acquisition of
APPLEGREEN PLC
by
CAUSEWAY CONSORTIUM LIMITED
a newly formed company wholly-owned by
(i) B&J HOLDINGS LIMITED, (ii) BLACKSTONE INFRASTRUCTURE
PARTNERS JAGUAR (LUX) S.À R.L. and (iii) BLACKSTONE INFRASTRUCTURE
PARTNERS JAGUAR II (LUX) S.À R.L.
by means of a scheme of arrangement under Chapter 1, Part 9 of
the Companies Act 2014
Convening of Scheme Meetings
On 22 December 2020, Causeway Consortium Limited ("BidCo") and
the Independent Directors of Applegreen plc ("Applegreen")
announced that they had reached agreement on the terms of a cash
offer for Applegreen by BidCo, which has been unanimously
recommended by the independent committee of the Board of Directors
of Applegreen (the "Independent Applegreen Board") and pursuant to
which BidCo, a newly formed company wholly owned by B&J
Holdings Limited ("B&J") and Blackstone Infrastructure
Partners, will acquire the entire issued and to be issued share
capital of Applegreen (the "Acquisition"). It is intended that the
Acquisition will be implemented by means of a High Court sanctioned
scheme of arrangement under Chapter 1 of Part 9 of the Act (the
"Scheme").
Applegreen announces that yesterday the High Court of Ireland
made an order directing that two scheme meetings of Applegreen
Shareholders to consider and vote on the Scheme be convened.
The Scheme requires approval by Independent Applegreen
Shareholders at a scheme meeting to be held at Arthur Cox LLP, 10
Earlsfort Terrace, Dublin 2, D02 T380 on 17 February 2021 at 11am
(the "First Scheme Meeting") . The second Scheme meeting will be
held at Arthur Cox LLP, 10 Earlsfort Terrace, Dublin 2, D02 T380 on
17 February 2021 at 11.15am (or, if later, as soon as the First
Scheme Meeting has concluded or has been adjourned) (the "Second
Scheme Meeting"). A related extraordinary general meeting will be
held at 11.30am on 17 February 2021, or, if later, immediately
after the conclusion or adjournment of the Second Scheme
Meeting.
The scheme document (the "Scheme Document") setting out, amongst
other things, the full terms and conditions of the Scheme,
information required under Section 452 of the Companies Act 2014,
an expected timetable of principal events, notices convening the
Scheme Meetings and the related extraordinary general meeting, and
details of the action to be taken by Applegreen shareholders is
expected to be published on 25 January 2021.
Given current Government restrictions on meetings due to
COVID-19, shareholders will not be permitted to attend the meetings
in person and are invited to attend remotely via a virtual meeting
platform. Details on how to attend remotely will be included in the
Scheme Document and on the Company's website.
A further announcement will be made on publication of the Scheme
Document.
Enquiries
If you have any questions about the Scheme Document, the Scheme
Meetings, the EGM or how to complete the Forms of Proxy or to
submit your proxies electronically, please contact Applegreen's
Registrars, Link Registrars Limited, on +353 1 553 0050 between
9.00 am and 5.00 pm Monday to Friday (other than bank holidays in
Ireland). For legal reasons, the Registrars will not be able to
provide advice on the merits of the Acquisition itself or give
financial or tax advice.
Applegreen
Daniel Kitchen (Chairman) +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
Joe Gill
Shore Capital (Joint Broker to Applegreen)
Malachy McEntyre
Stephane Auton
Patrick Castle
Daniel Bush +44 (0) 20 7408 4090
+44 (0) 7709 496 125
MHP Communications (Public Relations Advisor to Applegreen)
Simon Hockridge
Peter Hewer
Drury Communications (Public Relations Advisor to Applegreen)
Paddy Hughes +353 (0) 1 260 5000
Blackstone
Paula Chirhart
Ramesh Chhabra +1 (347) 463 5453
+44 (0)7810 501027
Goldman Sachs International (Sole Financial Advisor to BidCo)
Owain Evans
Asad Ali
Jelena Djuric +44 (0) 20 7774 1000
Statements required by the Irish Takeover Rules
The Applegreen Directors accept responsibility for the
information contained in this Announcement relating to Applegreen,
the Applegreen Group and the Applegreen Directors and members of
their immediate families, related trusts and persons connected with
them, except for the recommendation and related opinions of the
Independent Applegreen Board. The Independent Applegreen Board
accept responsibility for the recommendation and related opinions
of the Independent Applegreen Board contained in this Announcement.
To the best of the knowledge and belief of the Applegreen Directors
and the Independent Applegreen Directors (who, in each case, have
taken all reasonable care to ensure such is the case), the
information contained in this Announcement for which they accept
responsibility 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.
Arthur Cox LLP is acting as legal adviser to Applegreen, A&L
Goodbody is acting as legal adviser to B&J and BidCo and Latham
& Watkins is acting as legal advisor to Blackstone
Infrastructure Partners and BidCo.
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 (or, if
applicable, the Takeover Offer Document), which will contain 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 (or,
if applicable, the Takeover Offer 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 Irish 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.
Disclosure requirements of the Irish Takeover Rules
Under the provisions of Rule 8.3 of the Irish 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 Irish Takeover Rules.
Under the provisions of Rule 8.1 of the Irish 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 BidCo, Blackstone Infrastructure Partners or
B&J , must also be disclosed by no later than 12:00 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 Irish 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
Pursuant to Rules 2.6(c) and 19.9 of the Irish Takeover Rules,
this Announcement will be made available on BidCo's website
(www.causeway-offer.com) and on Applegreen's website
(www.applegreenstores.com) but no later than 12:00 noon on the
Business Day following this Announcement.
Neither the content of any such website nor the content of any
other website accessible from hyperlinks on such website is
incorporated into, or forms part of, this Announcement.
General
The laws of certain 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 any 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 any Restricted Jurisdiction, and the Acquisition
will not be capable of acceptance from within a Restricted
Jurisdiction. The release, publication or distribution of this
Announcement in or into certain jurisdictions may be restricted by
the laws of those jurisdictions. Accordingly, copies of 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
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