TIDMSGC
RNS Number : 9730M
Pan-European Infrastructure III
26 May 2022
OFFER UPDATE
INFRAMOBILITY UK BIDCO LIMITED
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM
ANY RESTRICTED JURISDICTION OR WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF ANY SUCH JURISDICTION
FOR IMMEDIATE RELEASE
26 May 2022
RECOMMED ALL CASH OFFER
by
INFRAMOBILITY UK BIDCO LIMITED
(a newly incorporated company that is indirectly wholly owned by
Pan-European Infrastructure III, SCSp)
for
STAGECOACH GROUP PLC
DELISTING OF STAGECOACH SHARES
This is an update regarding the recommended all cash offer for
Stagecoach Group plc ("Stagecoach") by Inframobility UK Bidco
Limited ("PEIF III Bidco") (the "Offer"), which PEIF III Bidco
announced had become unconditional on 20 May 2022.
Level of acceptances
An acceptance has been received in respect of the 80,167,309
Stagecoach Shares attributed to Sir Brian Souter.
As at 12.00 p.m. on 26 May 2022, PEIF III Bidco has by virtue of
its shareholdings and acceptances of the Offer acquired, or agreed
to acquire, 459,423,863 Stagecoach Shares representing
approximately 81.75 per cent of the voting rights exercisable at a
general meeting of Stagecoach.
Delisting and cancellation of trading
As the Offer is now unconditional and PEIF III Bidco has by
virtue of its shareholdings and acceptances of the Offer acquired,
or agreed to acquire, Stagecoach Shares representing more than 75
per cent. of the voting rights of Stagecoach, PEIF III Bidco shall
procure that Stagecoach applies to the FCA and London Stock
Exchange respectively to cancel (i) the listing of the Stagecoach
Shares on the premium listing segment of the Official List, and
(ii) the trading on the London Stock Exchange's main market for
listed securities. Accordingly, pursuant to Listing Rule 5.2.11R,
Stagecoach announces that the notice period for the cancellation of
listing and trading of the Stagecoach Shares has now commenced and
cancellation of listing and trading of the Stagecoach Shares is
expected to take effect no earlier than 8.00 a.m. (London time) on
27 June 2022.
Delisting of the Stagecoach Shares will significantly reduce the
liquidity and marketability of any Stagecoach Shares in respect of
which the Offer has not been accepted at that time, and the
reporting and disclosure requirements will be significantly
reduced. Any remaining Stagecoach Shareholders will become minority
shareholders in a majority controlled company and may therefore be
unable to sell their Stagecoach Shares. There can be no certainty
that Stagecoach would pay any further dividends or other
distributions or that such minority Stagecoach Shareholders will
again be offered an opportunity to sell their Stagecoach Shares on
terms which are equivalent to or no less advantageous than the
Offer.
Offer remains open
The Offer will remain open for acceptance until further notice.
At least 14 days' notice will be given by an announcement before
the Offer is closed.
Stagecoach Shareholders who have not yet accepted the Offer are
urged to do so as soon as possible in accordance with the following
procedures:
-- acceptances of the Offer in respect of certificated
Stagecoach Shares should be made by completing and returning the
Form of Acceptance accompanying the Offer Document and returning
the relevant share certificate(s) so as to be received by Link
Group as soon as possible; or
-- acceptances in respect of uncertificated Stagecoach Shares
should be made electronically through CREST so that the TTE
instruction settles as soon as possible. If you are a CREST
sponsored member, you should refer to your CREST sponsor as only
your CREST sponsor will be able to send the necessary TTE
instruction to Euroclear.
Full details on how to accept the Offer are set out in paragraph
15 of Part II and Parts D and E of Appendix I of the Offer
Document.
The Offer Document and the Form of Acceptance are available on
PEIF III Bidco's website at
https://www.dws.com/en-gb/Our-Profile/media/media-releases/dws_infrastructure/
and Stagecoach's website at
https://www.stagecoachgroup.com/investors/recommended-offer-from-dws.aspx
.
Further copies of the Offer Document and the Form of Acceptance
may be obtained by contacting Link Group on 0371 664 0443 from
within the UK. Calls are charged at the standard geographic rate
and will vary by provider. Calls from outside the United Kingdom
will be charged at the applicable international rate. The helpline
is open between 9.00 a.m. and 5.30 p.m. (London time) Monday to
Friday excluding public holidays in England and Wales. Please note
that Link Group cannot provide advice on the merits of the Offer
nor give any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes.
Compulsory acquisition
As anticipated in the Offer Document, as and when PEIF III Bidco
has received acceptances under the Offer in respect of, or
otherwise acquires, 90 per cent. or more of the Stagecoach Shares
to which the Offer relates (as interpreted in accordance with the
Companies Act), PEIF III Bidco intends to exercise its rights
pursuant to the provisions of Chapter 3 of Part 28 of the Companies
Act to acquire compulsorily the remaining Stagecoach Shares in
respect of which the Offer has not been accepted.
Settlement
Settlement of consideration to which any accepting Stagecoach
Shareholder is entitled under the Offer shall be effected by the
issue of cheques or CREST payments within 14 days of the date of
receipt of an acceptance which is complete in all respects.
General
Defined terms used but not defined in this Announcement have the
same meanings as set out in the Offer Document.
The percentages of Stagecoach Shares referred to in this
Announcement are based upon a figure of 576,099,960 Stagecoach
Shares in issue on 26 May 2022 less the 14,143,274 Stagecoach
Shares held in treasury.
Enquiries :
Morgan Stanley
Financial Adviser to PEIF III Bidco
Laurence Hopkins
Luca Lupo
Bhavneet Alg
Corporate Broker to PEIF III Bidco
Andrew Foster +44 (0) 20 7425
Alex Smart 8000
Finsbury Glover Hering (Communications
Adviser to PEIF III Bidco)
Guy Lamming
Ed Simpkins +44 (0) 20 7251
Gordon Simpson 3801
+44 (0) 7714 667
Stagecoach 897
Ross Paterson, Finance Director +44 (0) 7917 555
Bruce Dingwall, Group Financial Controller 293
Steven Stewart, Director of Corporate +44 (0) 7764 774
Communications 680
Deutsche Bank (Financial Adviser and
Corporate
Broker to Stagecoach)
Scott Bell
Oliver Ives
Raed El Dana +44 (0) 20 7545
Neil Coleman 8000
RBC (Financial Adviser, Adviser for
the purposes of Rule 3 of the Code
and Corporate
Broker to Stagecoach)
James Agnew
Mark Preston
Mark Rushton +44 (0) 20 7653
Samuel Jackson 4000
Edelman Smithfield (PR Adviser to +44 (0)7785 275 665
Stagecoach) +44 (0)7970 174
John Kiely 353
Alex Simmons +44 (0)7787 284
Olivia Adebo 441
Freshfields Bruckhaus Deringer LLP is acting as legal adviser to
Pan-European Infrastructure III, SCSp ("PEIF III") and PEIF III
Bidco and Herbert Smith Freehills LLP is acting as legal adviser to
Stagecoach in connection with the Offer.
Important Notices Relating to the Financial Advisers
Morgan Stanley, which is authorised by the Prudential Regulation
Authority ("PRA") and regulated by the FCA and the PRA in the
United Kingdom, is acting as financial adviser exclusively to PEIF
III Bidco and PEIF III and for no one else and will not be
responsible to anyone other than PEIF III Bidco and PEIF III for
providing the protections afforded to its clients or for providing
advice in relation to the matters referred to in this Announcement.
Neither Morgan Stanley, 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 Morgan Stanley in connection
with this Announcement, any statement contained herein or
otherwise.
Deutsche Bank AG is a joint stock corporation incorporated with
limited liability in the Federal Republic of Germany, with its head
office in Frankfurt am Main where it is registered in the
Commercial Register of the District Court under number HRB 30 000.
Deutsche Bank AG is authorised under German banking law. The London
branch of Deutsche Bank AG is registered in the register of
companies for England and Wales (registration number BR000005) with
its registered address and principal place of business at
Winchester House, 1 Great Winchester Street, London EC2N 2DB.
Deutsche Bank AG is authorised and regulated by the European
Central Bank and the German Federal Financial Supervisory Authority
(BaFin). With respect to activities undertaken in the UK, Deutsche
Bank AG is authorised by the PRA with deemed variation of
permission. It is subject to regulation by the FCA and limited
regulation by the PRA. Details about the Temporary Permissions
Regime, which allows EEA-based firms to operate in the UK for a
limited period while seeking full authorisation, are available on
the FCA's website. Deutsche Bank AG, London Branch ("Deutsche
Bank") is acting exclusively as financial adviser to Stagecoach and
no one else in connection with the matters described in this
Announcement and will not be responsible to anyone other than
Stagecoach for providing the protections afforded to clients of
Deutsche Bank nor for providing advice in connection with the
subject matter of this Announcement or any other matter referred to
in this Announcement.
RBC, which is authorised by the PRA and regulated by the FCA and
the PRA in the United Kingdom and is a wholly owned subsidiary of
Royal Bank of Canada, is acting for Stagecoach and no one else in
connection with the matters referred to in this Announcement and
will not be responsible to anyone other than Stagecoach for
providing the protections afforded to clients of RBC, or for
providing advice in connection with matters referred to in this
Announcement. Neither RBC nor its parent 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 RBC in connection with this Announcement or any
matter referred to herein.
Further information
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer or invitation 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 Offer or otherwise,
nor shall there be any sale, issuance or transfer of securities of
Stagecoach pursuant to the Offer or otherwise in any jurisdiction
in contravention of applicable laws. The Offer will be made solely
by means of the Offer Document and (in respect of Stagecoach Shares
held in certificated form) the accompanying Forms of Acceptance,
which will, together, contain the full terms and conditions of the
Offer including details of how it may be accepted. Any decision in
respect of, or other response to, the Offer should be made only on
the basis of the information contained in the Offer Document and
(in respect of Stagecoach Shares held in certificated form) the
Forms of Acceptance.
This Announcement does not constitute a prospectus or a
prospectus equivalent document.
This Announcement has been prepared for the purposes of
complying with English and Scots law, the rules of the London Stock
Exchange, the Listing Rules and the City 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 and regulations of any jurisdictions outside the United
Kingdom.
Overseas jurisdictions
The availability of the Offer to Stagecoach Shareholders who are
not resident in and citizens of the United Kingdom or the United
States may be affected by the laws of the relevant jurisdictions in
which they are located or of which they are citizens. Persons who
are not resident in the United Kingdom or the United States should
inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions.
The release, publication or distribution of this Announcement in
or into jurisdictions other than the United Kingdom or the United
States may be restricted by law and therefore any persons who are
subject to the laws of any jurisdiction other than the United
Kingdom or the United States should inform themselves about, and
observe any applicable legal or regulatory requirements. Any
failure to comply with the applicable restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law the companies and
persons involved in the Offer disclaim any responsibility or
liability for the violation of such restrictions by any person.
This Announcement has been prepared for the purpose of complying
with English and Scots law and the City 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 the United Kingdom.
Unless otherwise determined by PEIF III Bidco or required by the
City Code, and permitted by applicable law and regulation, the
Offer is not being made available, directly or indirectly, in, into
or from a Restricted Jurisdiction and no person may accept the
Offer by any use, means or instrumentality (including, but not
limited to, facsimile, e-mail or other electronic transmission or
telephone) of interstate or foreign commerce of, or of any facility
of a national, state or other securities exchange of any Restricted
Jurisdiction and the Offer will not be capable of acceptance by any
such use, means, instrumentality or facilities.
Accordingly, copies of this Announcement and any other
documentation relating to the Offer will not be, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction, and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send
such documents in or into or from any Restricted Jurisdiction.
The Offer is subject to the applicable requirements of the Code,
the Panel, the London Stock Exchange and the FCA.
Notice to US Stagecoach Shareholders
The Offer is being made for the securities of a UK company and
is subject to UK disclosure requirements, which are different from
those of the United States. The financial information included in
this Announcement has 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.
The Offer is being made in the United States pursuant to the
applicable US tender offer rules and otherwise in accordance with
the requirements of the Code. Accordingly, the Offer will be
subject to disclosure and other procedural requirements, including
with respect to withdrawal rights, offer timetable, settlement
procedures and timing of payments, that are different from those
applicable under US domestic tender offer procedures and law.
The receipt of cash pursuant to the Offer by a US holder of
Stagecoach Shares will likely be a taxable transaction for United
States federal income tax purposes and under applicable United
States state and local, as well as foreign and other, tax laws.
Each Stagecoach Shareholder is urged to consult their independent
professional adviser immediately regarding the tax consequences of
acceptance of the Offer.
It may be difficult for US holders of Stagecoach Shares to
enforce their rights and any claim arising out of the US federal
securities laws, since PEIF III Bidco and Stagecoach are located in
countries other than the United States, and some or all of their
officers and directors may be residents of countries other than the
United States. US holders of Stagecoach Shares may not be able to
sue a non-US company or its officers or directors in a non-US court
for violations of US securities laws. Further, it may be difficult
to compel a non-US company and its affiliates to subject themselves
to a US court's judgement.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, PEIF III Bidco or its nominees, or
its brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Stagecoach Shares
outside the United States, other than pursuant to the Offer, before
or during the period in which the Offer remains open for
acceptance. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices.
Any information about such purchases will be disclosed as required
in the UK, will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website at
www.londonstockexchange.com .
In accordance with the Code, normal UK market practice and Rule
14e-5(b) of the US Exchange Act, Morgan Stanley & Co.
International plc will continue to act as an exempt principal
trader in Stagecoach Shares on the London Stock Exchange. Those
purchases and activities by an exempt principal trader which are
required to be made public in the United Kingdom pursuant to the
Code will be reported to a Regulatory Information Service and will
be available on the London Stock Exchange website at
www.londonstockexchange.com . This information will also be
publicly disclosed in the United States to the extent that such
information is made public in the United Kingdom.
Forward looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Offer and other information published by PEIF III Bidco and
Stagecoach contain statements which are, or may be deemed to be,
"forward-looking statements" with respect to the financial
condition, results of operations and business of Stagecoach and
certain plans and objectives of PEIF III Bidco. Forward-looking
statements are prospective in nature and are not based on
historical facts, but rather on current expectations and
projections of the management of PEIF III Bidco and Stagecoach
about future events, and are therefore subject to risks and
uncertainties which could cause actual results to differ materially
from the future results expressed or implied by the forward-looking
statements. Forward-looking statements often use words such as
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "hope", "aims", "continue", "will", "may",
"should", "would", "could", "is subject to", "budget", "scheduled",
"forecast", "intend", or other words of similar meaning. These
statements are based on assumptions and assessments made by PEIF
III Bidco and/or DWS Infrastructure and/or Stagecoach in light of
their experience and their perception of historical trends, current
conditions, future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve
risk and uncertainty, because they
relate to events and depend on circumstances that will occur in
the future, and the factors described in the context of such
forward-looking statements in this Announcement could cause actual
results and developments to differ materially from those expressed
in or implied by such forward-looking statements. Although it is
believed that the expectations reflected in such forward-looking
statements are reasonable, no assurance can be given that such
expectations will prove to have been correct and investors are
therefore cautioned not to place undue reliance on these
forward-looking statements.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are changes in the global, political,
economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future
business combinations or dispositions. For a discussion of
important factors which could cause actual results to differ from
forward-looking statements in relation to Stagecoach Group, refer
to the annual report and accounts of Stagecoach Group for the
financial year ended 1 May 2021.
Each forward-looking statement speaks only as at the date of
this Announcement. None of PEIF III Bidco, the Wider PEIF III Topco
Group, Stagecoach nor the Stagecoach Group, nor any of their
respective associates or directors, officers, employees or
advisers, assumes any obligation to update or revise any
forward-looking statements contained in this Announcement (whether
as a result of new information, future events or otherwise), except
as required by applicable law.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and service of this Announcement shall not give
rise to any implication that there has been no change in the facts
set forth in this Announcement since such date. Nothing in this
Announcement shall be deemed to be a forecast, projection or
estimate of the future financial performance of PEIF III Bidco or
the Stagecoach Group except where otherwise stated.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown in
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Publication on website
A copy of this Announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, free of charge on PEIF III Bidco's website at
https://www.dws.com/Our-Profile/media/media-releases/DWS_Infrastructure
and on Stagecoach's website at
https://www.stagecoachgroup.com/investors/recommended-offer-from-dws.aspx
. For the avoidance of doubt, the contents of those websites are
not incorporated into and do not form part of this
Announcement.
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END
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