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
26 February 2021
RECOMMENDED CASH OFFER
CAUSEWAY CONSORTIUM LIMITED
(A NEWLY FORMED COMPANY WHOLLY OWNED BY (i) B&J HOLDINGS LIMITED AND (ii) BLACKSTONE INFRASTRUCTURE PARTNERS)
TO BE IMPLEMENTED BY WAY OF A SCHEME OF ARRANGEMENT UNDER CHAPTER 1 OF PART 9 OF THE COMPANIES ACT 2014
The Independent Directors of Applegreen plc ("Applegreen") announce that, following the Scheme Meetings and the EGM of Applegreen held on 17 February 2021 in connection with the recommended cash offer by Causeway Consortium Limited ("Causeway") for the entire issued and to be issued share capital of Applegreen (the "Acquisition"), to be effected by way of a scheme of arrangement between Applegreen and its shareholders under Chapter 1 of Part 9 of the Companies Act 2014 (the "Scheme"), the Court Hearing, where sanction of the Scheme by the Irish High Court will be sought, has been set for 9 March 2021 at 11.00 am at the Four Courts, Inns Quay, Dublin 7, Ireland.
The European Commission has now granted its approval under Article 6(1)(b) of the EU Merger Regulation No 139/2004 in respect of the Acquisition and while completion of the Acquisition remains subject to satisfaction or waiver of the other Conditions set out in the scheme document published on 25 January 2021 (the "Scheme Document"), including the sanction by the Court of the Scheme at the Court Hearing, the Effective Date of the Scheme and closing of the transaction is expected to be 10 March 2021. The last day of dealing in Applegreen shares is anticipated to be 9 March 2021, and the Scheme Record Time is anticipated to be 11.59pm on 9 March 2021. Cancellation of the Euronext Growth Market listing of Applegreen shares by the Irish Stock Exchange and cancellation of the AIM listing of Applegreen shares by the London Stock Exchange is then expected to occur at 7.00am on 11 March 2021.
Except as otherwise defined herein, capitalised terms used but not defined in this announcement have the same meanings as given to them the Scheme Document.
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
Shore Capital (Nominated Adviser and Joint Broker to Applegreen)
Malachy McEntyre / Stephane Auton / Patrick Castle / Daniel Bush +44 (0) 20 7408 4090
MHP Communications (Public Relations Adviser to Applegreen)
Simon Hockridge / Peter Hewer +44 (0) 7709 496 125
Drury Porter Novelli (Public Relations Advisor to Applegreen)
Paddy Hughes +353 (0) 1 260 5000
The directors of Applegreen accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of Applegreen (who, in each case, have taken all reasonable care to ensure that such is the case), the information contained in this announcement 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.
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, which contains 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.
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 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.
The distribution, release or publication of this announcement in or into jurisdictions other than Ireland or the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than Ireland or the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of such jurisdiction. This announcement is not intended to and does not constitute, or form part of, any offer to sell or issue or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This announcement has been prepared for the purposes of complying with Irish law, the Takeover Rules and the AIM Rules and Euronext Growth 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 Ireland.
The attention of Applegreen Shareholders who are resident in, or citizens of, jurisdictions outside Ireland or the United Kingdom, is drawn to paragraph 13 (headed "Overseas shareholders") in Part III of the Scheme Document.
Disclosure requirements of the Takeover Rules
Under the provisions of Rule 8.3 of the 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 Takeover Rules.
Under the provisions of Rule 8.1 of the 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 any of them, must also be disclosed by no later than 12 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 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
A copy of this announcement (together with any document incorporated by reference) will be available, free of charge (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on Applegreen's website at www.applegreenstores.com by no later than 12.00 p.m. on the business day following this announcement and throughout the course of the Acquisition. The contents of Applegreen's website are not incorporated into, and do not form part of, this announcement.
The laws of the relevant 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 the 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 a Restricted Jurisdiction, and the Acquisition will not be capable of acceptance from within a Restricted Jurisdiction.
The release, publication or distribution of this this announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this 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.