TIDMAUG
RNS Number : 0546G
Augean Plc
22 July 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
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON
TAKEOVERS AND MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY
THAT ANY FIRM OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY
OFFER WILL BE MADE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
22 July 2021
Augean plc
("Augean" or the "Company")
Offer update - further extension to PUSU Deadline
On 27 May 2021, Morgan Stanley Infrastructure Inc. ("MSI")
announced that it was in the preliminary stages of considering
making an approach to Augean regarding a possible offer for the
entire issued and to be issued share capital of Augean. The
announcement stated that, in accordance with Rule 2.6(a) of the
Code, MSI was required, by not later than 5.00 p.m. (London time)
on 24 June 2021, to do one of the following: (i) announce a firm
intention to make an offer for Augean in accordance with Rule 2.7
of the Code; or (ii) announce that it does not intend to make an
offer for Augean, in which case the announcement will be treated as
a statement to which Rule 2.8 of the Code applies.
On 24 June 2021, Augean announced an extension to the PUSU
deadline until 5.00pm on 22 July had been granted by the Panel on
Takeovers and Mergers (the "Panel").
Discussions are ongoing between MSI and Augean and, to allow
further time for these discussions to take place, the Board of
Augean has requested that the Panel extend the PUSU Deadline.
In the light of this request, an extension has been granted by
the Panel and, in accordance with Rule 2.6(a) of the Code, MSI is
required, by not later than 5.00pm on 19 August 2021, either to
announce a firm intention to make an offer in accordance with Rule
2.7 of the Code or to announce that it does not intend to make an
offer, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Code applies. This deadline may
be further extended with the consent of the Panel, at Augean's
request, in accordance with Rule 2.6(c) of the Code.
There can be no certainty either that an offer will be made nor
as to the terms of any offer, if made.
A further announcement will be made when appropriate. This
announcement has been made with the consent of MSI.
The person responsible for releasing this announcement on behalf
of Augean is Angela McGhin, Company Secretary.
Enquiries:
Augean plc 01937 844 980
Jim Meredith - Executive Chairman
Mark Fryer - Group Finance Director
Rothschild & Co 020 7280 5000
Ravi Gupta
Robert Barnes
Notice related to financial adviser
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively for the
Company and for no one else in connection with the subject matter
of this announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to its
clients or for providing advice in connection with the subject
matter of this announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the 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 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.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available (subject to certain restrictions
relating to persons resident in restricted jurisdictions) at
www.Augeanplc.com by no later than 12 noon (London time) on the
business day following the date of this announcement. The content
of the website referred to in this announcement is not incorporated
into and does not form part of this announcement.
Rule 2.9 information
In accordance with Rule 2.9 of the Code, the Company confirms
that as at the close of business on 23 June 2021 its issued share
capital consisted of 104,971,924 ordinary shares of 10 pence each.
The International Securities Identification Number for the
Company's ordinary shares is GB00B02H2F76.
Important notice
This announcement is not intended to, and does not, constitute,
represent or form part of any offer, 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, whether pursuant to this
announcement or otherwise. Any offer, if made, will be made solely
by certain offer documentation which will contain the full terms
and conditions of any offer, including details of how it may be
accepted.
This announcement has been prepared in accordance with English
law and the Code, and information disclosed may not be the same as
that which would have been prepared in accordance with laws outside
of the United Kingdom. The release, publication or distribution of
this announcement in jurisdictions other than the United Kingdom
and the availability of any offer, if made, to shareholders of the
Company who are not resident in the United Kingdom may be affected
by the laws of relevant jurisdictions. Therefore any persons who
are subject to the laws of any jurisdiction other than the United
Kingdom or shareholders of the Company who are not resident in the
United Kingdom will need to inform themselves about, and observe
any applicable requirements. Any failure to comply with such
requirements may constitute a violation of the securities law of
any such jurisdiction.
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END
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