TIDMGOG
RNS Number : 0538C
Go-Ahead Group PLC
06 October 2022
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 SUCH JURISDICTION
FOR IMMEDIATE RELEASE
6 October 2022
RECOMMED CASH ACQUISITION
of
THE GO-AHEAD GROUP PLC ("GO-AHEAD")
by
GERRARD INVESTMENT BIDCO LIMITED ("BIDCO")
a newly formed company indirectly owned by Kinetic TCo Pty Ltd
and Globalvia Inversiones S.A.U. (the "Consortium")
to be effected by means of a scheme of arrangement
COURT SANCTION OF SCHEME OF ARRANGEMENT AND SUSPENSION OF
LISTING
On 13 June 2022, the boards of directors of Bidco and Go-Ahead
announced that they had reached agreement on the terms of a
recommended cash offer for Go-Ahead, pursuant to which Bidco would
acquire the entire issued and to be issued share capital of
Go-Ahead for an Acquisition Value of 1,500 pence for each Go-Ahead
Share, comprising 1,450 pence in cash and a special dividend of 50
pence per Go-Ahead Share to be effected by means of a scheme of
arrangement under Part 26 of the Companies Act (the " Initial Offer
"). The scheme document in respect of the Initial Offer (the "
Scheme Document ") was published and made available to Go-Ahead
Shareholders on 11 July 2022.
On 4 August 2022, the boards of directors of Bidco and Go-Ahead
jointly announced that they had reached agreement on the terms of
an increased recommended cash offer for Go-Ahead (the " Increased
Offer Announcement "), pursuant to which Bidco would acquire the
entire issued and to be issued share capital of Go-Ahead for an
Acquisition Value of 1,550 pence for each Go-Ahead Share,
comprising 1,450 pence in cash and a special dividend of 100 pence
per Go-Ahead Share (the " Scheme ") (the " Acquisition ").
On 16 August 2022, Go-Ahead announced that the Scheme had been
approved by the requisite majority of Scheme Shareholders at the
Court Meeting held on that date and the Special Resolution relating
to the implementation of the Scheme had been approved by the
requisite majority of Go-Ahead Shareholders at the General Meeting
also held on that date.
Bidco and Go-Ahead are pleased to announce that the High Court
of Justice in England and Wales has today sanctioned the Scheme
pursuant to which the Acquisition is being implemented.
It is anticipated that the Effective Date will be 10 October
2022, which is when a copy of the Court Order is expected to be
delivered to the Registrar of Companies. There has been no change
to the expected timetable of principal events for the Acquisition
set out in the announcement made by Go-Ahead in relation to the
Acquisition on 25 August 2022.
Applications have been made for the suspension of: (i) trading
in Go-Ahead Shares on the London Stock Exchange's main market for
listed securities; and (ii) the listing of Go-Ahead Shares on the
premium listing segment of the Official List of the Financial
Conduct Authority, and such suspensions are expected to take effect
by 7:30 a.m. on 10 October 2022. The last day of dealings in, and
for the registration and transfer of, Go-Ahead Shares is therefore
expected to be 7 October 2022. The de-listing of Go-Ahead Shares
from the premium listing segment of the Official List of the
Financial Conduct Authority and the cancellation of the admission
to trading of Go-Ahead Shares on the London Stock Exchange's main
market for listed securities have also been applied for and,
subject to the Scheme becoming Effective, are expected to take
effect by 7:30 a.m. on 11 October 2022.
A further announcement will be made when the Scheme has become
Effective.
Full details of the Acquisition are set out in the Scheme
Document published on 11 July 2022 (as amended on 4 August 2022)
and the Increased Offer Announcement published on 4 August
2022.
Capitalised terms used in this announcement (unless otherwise
defined) have the same meanings as set out in the Scheme Document
(as amended on 4 August 2022). All references to times in this
announcement are to London, United Kingdom times unless otherwise
stated.
Enquiries
Go-Ahead
Investor Enquiries
Christian Schreyer
Sarah Mussenden +44 20 7799 8971
Media Enquiries
Andrew Clark +44 7977 343846
Rothschild & Co (Lead Financial Adviser
to Go-Ahead) +44 20 7280 5000
John Deans
Sabina Pennings
Investec (Financial Adviser and Joint
Corporate Broker to Go-Ahead) +44 20 7597 4000
James Rudd
Ben Griffiths
Peel Hunt (Financial Adviser and Joint
Corporate Broker to Go-Ahead) +44 20 7418 8900
Harry Nicholas
Charles Batten
John Welch
Citigate Dewe Rogerson (PR Adviser to
Go-Ahead)
Lorna Cobbett (media) +44 7771 344781
Holly Gillis (investors) +44 7940 797560
Kinetic
Investor Enquiries +61 3 9492 2200
Barrett Gibson
Michael Sewards
Mackayla Hanney
Daniel Lewis
Media Enquiries +61 3 9492 2200
Barrett Gibson
Globalvia
Investor / Media Enquiries +34 91 456 5850
Belen Castro
Maria Porta
UBS (Lead Financial Adviser to Bidco
and the Consortium) +44 20 7567 8000
Jonathan Rowley
Arnould Fremy
Sandip Dhillon
Thomas Raynsford
Nick Alexander
Santander Corporate & Investment Banking
(Financial adviser to Bidco and the Consortium) +44 20 4536 9490
Ting Le Deng
Daryna Radionova
Kirill Ivanov
Tulchan Communications (PR Adviser to
Bidco and the Consortium) +44 20 7353 4200
Olivia Peters
Giles Kernick
Herbert Smith Freehills LLP is retained as legal adviser to
Go-Ahead. Linklaters LLP is retained as legal adviser to the
Consortium and Bidco.
Important notices
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 Go-Ahead
and for no one else in connection with the subject matter of this
announcement and will not be responsible to anyone other than
Go-Ahead for providing the protections afforded to its clients or
for providing advice in connection with the subject matter of this
announcement. 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, the Acquisition or otherwise. No
representation or warranty, express or implied, is made by
Rothschild & Co as to the contents of this announcement.
Investec Bank plc ("Investec"), which is authorised by the
Prudential Regulation Authority (the "PRA") and regulated by the
Financial Conduct Authority and PRA in the United Kingdom, is
acting exclusively as financial adviser and joint corporate broker
to Go-Ahead and for no one else in connection with the Acquisition
and will not be responsible to any person other than Go-Ahead for
providing the protections afforded to clients of Investec, nor for
providing advice in relation to the Acquisition, the content of
this announcement or any matter referred to in this announcement.
Neither Investec 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 Investec in connection with this announcement, any statement
contained herein or otherwise.
Peel Hunt LLP, which is authorised and regulated by the FCA, is
acting exclusively for Go-Ahead in its capacity as financial
adviser and joint corporate broker and no one else in connection
with the Acquisition or any other matter referred to in this
announcement, and will not be responsible to anyone other than
Go-Ahead for providing the protections afforded to clients of Peel
Hunt LLP or for providing advice in connection with the Acquisition
or any other matters referred to in this announcement. Neither Peel
Hunt LLP 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 Peel Hunt LLP in connection with the
Acquisition, this announcement, any statement contained herein or
otherwise. No representation or warranty, express or implied, is
made by Peel Hunt LLP as to the contents of this announcement.
UBS AG London Branch ("UBS AG LB") is authorised and regulated
by the Financial Market Supervisory Authority in Switzerland. It is
authorised by the Prudential Regulation Authority and subject to
regulation by the Financial Conduct Authority and limited
regulation by the Prudential Regulation Authority in the United
Kingdom. UBS Europe SE ("UBS ESE") is authorised and regulated by
the Bundesanstalt für Finanzdienstleistungaufsicht (BaFin) and the
European Central Bank (ECB). UBS AGLB, UBS ESE and UBS Securities
Australia Limited (together, "UBS") are acting as lead financial
adviser exclusively for the Consortium and no one else in
connection with the matters set out in this announcement. In
connection with such matters, UBS, its affiliates, and it's or
their respective directors, officers, employees and agents will not
regard any other person as its client, nor will it be responsible
to any other person for providing the protections afforded to its
clients or for providing advice in relation to the contents of this
announcement or any other matter referred to herein.
Banco Santander, S.A. ("Santander") is a credit institution
which is registered with the Bank of Spain with number 0049. Banco
Santander, S.A., London Branch is a branch of Santander with its
principal place of business located at 2 Triton Square, Regent's
Place, London NW1 3AN and is authorised by the Bank of Spain and is
subject to regulatory oversight on certain matters in the UK by the
Financial Conduct Authority and the Prudential Regulatory
Authority. Santander is acting exclusively as co-financial adviser
to the Consortium and no one else in connection with the matters
referred to in this announcement and will not be responsible to
anyone other than the Consortium for providing the protections
afforded to clients of Santander or any of its affiliates, or for
providing advice in relation to any matter referred to in this
announcement. Neither Santander, 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 Santander in
connection with this announcement or any matter referred to
herein.
The Acquisition shall be implemented solely pursuant to the
terms of the Scheme Document, as modified by the Increased Offer
Announcement, which contains the full terms and conditions of the
Acquisition including details of how to vote in respect of the
Acquisition. Any decision, vote or other response in respect of the
Increased Offer should be made only on the basis of information
contained in the Scheme Document as supplemented by the contents of
the Increased Offer Announcement (or, if the Acquisition is
implemented by way of Takeover Offer, the Offer Document). Go-Ahead
Shareholders are advised to read carefully the Scheme Document and
related Forms of Proxy (or, if applicable, the Offer Document).
This announcement has been prepared for the purpose of complying
with English and Welsh law and the Code 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 England and Wales.
This announcement does not constitute a prospectus or prospectus
exempted document.
Overseas Shareholders
The release, publication or distribution of this announcement in
or into certain jurisdictions other than the United Kingdom may be
restricted by law. Persons who are not resident in the United
Kingdom or who are subject to other jurisdictions should inform
themselves of, and observe, any applicable requirements.
Unless otherwise determined by Bidco or required by the Code,
and permitted by applicable law and regulation, the Acquisition
shall not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Acquisition by any such use, means, instrumentality or form within
a Restricted Jurisdiction or any other jurisdiction if to do so
would constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this announcement and all documents relating
to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction, and persons receiving this
announcement and all documents relating to the Acquisition
(including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction.
The availability of the Acquisition to Go-Ahead Shareholders who
are not resident in the United Kingdom may be affected by the laws
of the relevant jurisdictions in which they are resident. Persons
who are not resident in the United Kingdom should inform themselves
of, and observe, any applicable requirements.
The Acquisition shall be subject to the applicable requirements
of the Code, the Panel, the London Stock Exchange and the Financial
Conduct Authority.
Additional information for US investors
The Acquisition relates to shares of a UK company and is
proposed to be effected by means of a scheme of arrangement under
the laws of England and Wales. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules or
the proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure and
procedural requirements applicable in the United Kingdom to schemes
of arrangement which differ from the disclosure requirements of
United States tender offer and proxy solicitation rules.
However, if Bidco were to elect to implement the Acquisition by
means of a Takeover Offer, such Takeover Offer shall be made in
compliance with all applicable United States laws and regulations,
including any applicable exemptions under the US Exchange Act. Such
a takeover would be made in the United States by Bidco and no one
else.
In accordance with normal United Kingdom practice, Bidco or its
nominees, or its brokers (acting as agents), may from time to time
make certain purchases of, or arrangements to purchase, shares or
other securities of Go-Ahead outside of the US, other than pursuant
to the Acquisition, until the date on which the Acquisition and/or
Scheme becomes Effective, lapses or is otherwise withdrawn. These
purchases may occur either in the open market at prevailing prices
or in private transactions at negotiated prices. Any information
about such purchases or arrangements to purchase shall be disclosed
as required in the UK, shall be reported to a Regulatory
Information Service and shall be available on the London Stock
Exchange website at www.londonstockexchange.com .
The receipt of consideration by a US holder for the transfer of
its Go-Ahead Shares pursuant to the Scheme shall be a taxable
transaction for United States federal income tax purposes. Each
Go-Ahead Shareholder is urged to consult their independent
professional adviser immediately regarding the tax consequences of
the Acquisition applicable to them, including under applicable
United States state and local, as well as overseas and other, tax
laws.
Financial information relating to Go-Ahead included in this
announcement and the Scheme Document has been or shall have been
prepared in accordance with accounting standards applicable in the
United Kingdom and may not be comparable to financial information
of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting
principles in the United States.
Bidco and Go-Ahead are organised under the laws of England and
Wales. Some or all of the officers and directors of Bidco and
Go-Ahead, respectively, are residents of countries other than the
United States. In addition, most of the assets of Bidco and
Go-Ahead are located outside the United States. As a result, it may
be difficult for US shareholders of Go-Ahead to effect service of
process within the United States upon Bidco or Go-Ahead or their
respective officers or directors or to enforce against them a
judgment of a US court predicated upon the federal or state
securities laws of the United Kingdom.
Forward Looking Statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by Go-Ahead, Bidco or
the Wider Bidco Group contain statements which are, or may be
deemed to be, "forward looking statements". Such forward looking
statements are prospective in nature and are not based on
historical facts, but rather on current expectations and on
numerous assumptions regarding the business strategies and the
environment in which Go-Ahead, Bidco or the Wider Bidco Group shall
operate in the future and are subject to risks and uncertainties
that could cause actual results to differ materially from those
expressed or implied by those statements.
The forward-looking statements contained in this announcement
relate to Bidco, any member of the Wider Bidco Group or the
Enlarged Group's future prospects, developments and business
strategies, the expected timing and scope of the Acquisition and
other statements other than historical facts. In some cases, these
forward looking statements can be identified by the use of forward
looking terminology, including the terms "believes", "estimates",
"will look to", "would look to", "plans", "prepares",
"anticipates", "expects", "is expected to", "is subject to",
"budget", "scheduled", "forecasts", "synergy", "strategy", "goal",
"cost-saving", "projects" "intends", "may", "will", "shall" or
"should" or their negatives or other variations or comparable
terminology. Forward-looking statements may 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 Bidco, the Wider Bidco Group or Go-Ahead's
operations and potential synergies resulting from the Acquisition;
and (iii) the effects of global economic conditions and
governmental regulation on Bidco. the Wider Bidco Group or
Go-Ahead's business.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that shall occur in the future. These events and
circumstances include changes in the global, political, economic,
business, competitive, market and regulatory forces, future
exchange and interest rates, changes in tax rates, future business
combinations or disposals, and any epidemic, pandemic or disease
outbreak. If any one or more of these risks or uncertainties
materialises or if any one or more of the assumptions prove
incorrect, actual results may differ materially from those
expected, estimated or projected. Such forward looking statements
should therefore be construed in the light of such factors.
Neither Go-Ahead, nor Bidco, nor any member of the Wider Bidco
Group nor 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 shall actually
occur. Given these risks and uncertainties, potential investors
should not place any reliance on forward looking statements.
The forward-looking statements speak only at the date of this
announcement. All subsequent oral or written forward-looking
statements attributable to Bidco or any member of the Wider Bidco
Group or Go-Ahead Group, or any of their respective associates,
directors, officers, employees or advisers, are expressly qualified
in their entirety by the cautionary statement above.
Go-Ahead, Bidco and the Wider Bidco Group expressly disclaim any
obligation to update such statements other than as required by law
or by the rules of any competent regulatory authority, whether as a
result of new information, future events or otherwise.
No profit forecasts, estimates or quantified benefits
statements
No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per share for Bidco or Go-Ahead, as appropriate, for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share for Bidco
or Go-Ahead, as appropriate
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 Takeover 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.
Electronic communications
Please be aware that addresses, electronic addresses and certain
information provided by Go-Ahead Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Go-Ahead may be provided to Bidco during the
Offer Period as requested under Section 4 of Appendix 4 of the Code
to comply with Rule 2.11(c) of the Code.
Publication on a website
This announcement shall be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on Go-Ahead's website at www.
https://www.go-ahead.com/investors/offer and on Bidco's website at
https://www.gerrardbid.com by 12 noon (London time) on the business
day following the date of this announcement. For the avoidance of
doubt, the contents of these websites are not incorporated into and
do not form part of this announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, Go-Ahead Shareholders,
persons with information rights and participants in Go-Ahead Share
Plans may request a hard copy of this announcement by contacting
Go-Ahead's registrars, Equiniti, between 8:30 a.m. and 5:30 p.m.
(London time) Monday to Friday (except UK public holidays) on 0333
207 6524 from within the UK or on +44 333 207 6524 if calling from
outside the UK or by submitting a request in writing to Equiniti
Limited, Corporate Actions, Aspect House, Spencer Road, Lancing,
BN99 6DA. Calls are charged at the standard geographical rate and
will vary by provider. Calls outside the United Kingdom will be
charged at the applicable international rate. Please note that
Equiniti cannot provide any financial, legal or tax advice and
calls may be recorded and monitored for security and training
purposes.
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, accountant or from an independent
financial adviser duly authorised under the Financial Services and
Markets Act 2000 (as amended).
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
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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
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