TIDMAUG
RNS Number : 6773P
Augean Plc
20 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 OF
SUCH JURISDICTION
For immediate release
20 October 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 investments 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
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
On 23 September 2021, the boards of Augean and Eleia Bidco
announced that they had agreed 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 to be implemented
by way of a court-sanctioned scheme of arrangement under Part 26 of
the Companies Act 2006 (the "Scheme").
The boards of Augean and Eleia Bidco are pleased to announce
that, further to the announcement dated 18 October 2021 declaring
that the Court had sanctioned the Scheme, the Court Order has today
been delivered to the Registrar of Companies and, accordingly, the
Scheme has now become Effective in accordance with its terms and
the entire issued and to be issued share capital of Augean is owned
by Eleia Bidco.
Capitalised terms used and not defined in this document have the
meanings given to them in the scheme document made available to
Augean Shareholders on 6 September 2021. All references to times
are in London unless otherwise stated.
Settlement
Under the terms of the Scheme, Scheme Shareholders on the
register of members of Augean at the Scheme Record Time (6.00 p.m.
on 19 October 2021) will be entitled to receive 372 pence for each
Scheme Share held at the Scheme Record Time. Scheme Shareholders'
cash consideration under the terms of the Scheme will be settled or
dispatched, or, in the case of any Scheme Shareholder that holds
Scheme Shares in uncertificated form (that is, in CREST),
transferred to such person through CREST, by no later than 3
November 2021.
Suspension and cancellation of trading
Trading in Augean Shares on AIM was suspended with effect from
7.30 a.m. on 20 October 2021. Following the application by Augean
to the London Stock Exchange, the cancellation of admission to
trading of Augean shares on AIM is expected to be effective as of
7.00 a.m. on 21 October 2021.
Director resignations
As the Scheme has now become Effective, Augean announces that
the non-executive directors of Augean, being John Grant,
Christopher Mills and Roger McDowell, have tendered their
resignations and stepped down from the board of directors of
Augean.
Enquiries
Augean
+44 (0) 1937 844
Jim Meredith, Mark Fryer 980
Rothschild & Co (Sole Financial Adviser to
Augean)
+44 (0) 207 280
Ravi Gupta, Robert Barnes 5000
Singer Capital Markets (Nominated Adviser
and Corporate Broker to Augean)
Jen Boorer, Rachel Hayes +44 20 7496 3000
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 Eleia
Bidco)
Paul Bundred, Lorna Shearin, Harry Le May +44 (0) 207 029 8000
Rothschild & Co is providing independent advice to Augean
pursuant to Rule 3 of the Code. Ashurst LLP has been retained as
legal adviser to Augean. Clifford Chance LLP has been retained as
legal adviser to Eleia Bidco, Ancala Partners LLP and Fiera
Infrastructure Inc.
Important notices
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 no one else in connection with
the matters described in this announcement and will not be
responsible to anyone other than Augean for providing the
protections afforded to clients of Rothschild & Co nor for
providing advice in connection with any matter referred to herein.
Neither Rothschild & Co nor any of its affiliates (nor their
respective directors, officers, employees or agents) 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.
Jefferies International Limited ("Jefferies"), which is
authorised and regulated by the FCA in the United Kingdom, is
acting exclusively for Eleia Bidco and no one else in connection
with the matters described in this announcement and will not be
responsible to anyone other than Eleia Bidco for providing the
protections afforded to clients of Jefferies nor for providing
advice in relation to the 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.
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 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 set out in
the Eleia Scheme Document and the related Forms of Proxy (or, if
the 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. Augean Shareholders are
advised to read carefully the Eleia Scheme Document 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.
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 Wider Bidco Group's or
any member of the Augean Group's operations and potential synergies
resulting from the Offer; and (iii) the effects of global economic
conditions and government regulation on Eleia Bidco's, Augean's,
any member of the Wider 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 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, Fiera, 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, Fiera, 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, Fiera, 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.
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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
SOAEANEEASPFFEA
(END) Dow Jones Newswires
October 20, 2021 06:00 ET (10:00 GMT)
Augean (LSE:AUG)
Historical Stock Chart
From Oct 2024 to Nov 2024
Augean (LSE:AUG)
Historical Stock Chart
From Nov 2023 to Nov 2024
