8 Jul 2021 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
8 July 2021
RECOMMENDED CASH ACQUISITION
of
Aggreko plcby
Albion Acquisitions Limited
(a newly formed company owned byfunds managed by I Squared Capital Advisors (US) LLC andinvestment funds managed by TDR Capital LLP)
to be effected by means of a Scheme of Arrangementunder Part 26 of the Companies Act 2006
Update on Conditions and Timetable
On 5 March 2021, the boards of Aggreko plc ("Aggreko") and Albion Acquisitions Limited ("Bidco") announced that they had reached agreement on the terms and conditions of a recommended all cash acquisition of the entire issued, and to be issued, ordinary share capital of Aggreko (the "Acquisition"), to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme").
The circular in relation to the Scheme was published and posted to Aggreko Shareholders on 1 April 2021 (the "Scheme Document"). On 26 April 2021, the Scheme was approved by the Scheme Shareholders at the Court Meeting and the Special Resolution relating to the implementation of the Scheme was approved by the Aggreko Shareholders at the General Meeting.
The Acquisition is subject to the Conditions set out in Part III of the Scheme Document, including receipt of certain antitrust, regulatory and foreign investment approvals. Aggreko and Bidco are pleased to confirm that Conditions 2.1 to 2.9 (inclusive) and Condition 2.11 relating to antitrust, regulatory and foreign investment approvals have now been satisfied. It is anticipated that Condition 2.10 will be waived prior to the Scheme Court Hearing.
Capitalised terms used in this announcement (the "Announcement") shall, unless otherwise defined, have the same meanings as set out in the Scheme Document. All references to times in this Announcement are to London, United Kingdom times unless otherwise stated.
Next steps and timetable
In anticipation of the satisfaction (or, where applicable, waiver) of the remaining Conditions to which the Scheme is subject, the Scheme Court Hearing, at which the Court will be asked to sanction the Scheme, is expected to take place on 6 August 2021.
Subject to the Scheme receiving the sanction of the Court, the delivery of a copy of the Scheme Court Order to the Registrar of Companies, and the satisfaction (or, where applicable, waiver) of the other Conditions set out in Part III of the Scheme Document, the Scheme is expected to become effective on 10 August 2021.
An updated expected timetable of principal events in relation to the implementation of the Scheme and the Acquisition is set out in the Appendix to this Announcement.
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APPENDIX
Expected Timetable of Principal Events
References to times are to London, United Kingdom times unless otherwise stated. All dates and times are indicative only, are based on Aggreko's and Bidco's current expectations and are subject to change (including as a result of changes to Court times). If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Aggreko Shareholders by announcement through a Regulatory Information Service and on Aggreko's website at www.plc.aggreko.com.
Event | Time and/or date |
Scheme Court Hearing | 6 August 2021 (1) |
Last day for dealings in, and for the registration of transfer of, Aggreko Shares | 9 August 2021 |
Scheme Record Time | 6:00 p.m. on 9 August 2021 |
Disablement of CREST in respect of Aggreko Shares | 6:00 p.m. on 9 August 2021 |
Suspension of dealings in Aggreko Shares | by 7:30 a.m. on 10 August 2021 |
Effective Date of the Scheme | 10 August 2021 (2) |
Cancellation of listing of Aggreko Shares | by 8:00 a.m. on 11 August 2021 |
Latest date for despatch of cheques and crediting of CREST accounts for cash consideration due under the Scheme | 24 August 2021 |
Long Stop Date | 31 December 2021 (3) |
(1) Details of the Scheme Court Hearing will appear on the Court of Session Rolls in the days leading up to the hearing, which can be found at.https://www.scotcourts.gov.uk/current-business/court-rolls/court-of-session. (2) The Scheme Court Order is expected to be delivered to the Registrar of Companies two Business Days after the date of the Scheme Court Hearing, such that the Effective Date is expected to be on 10 August 2021. The events which are stated as occurring on subsequent dates are conditional on the Effective Date of the Scheme and operate by reference to this time. (3) This is the latest date by which the Scheme may become effective. However, the Long Stop Date may be extended to such later date as may be agreed by Bidco and Aggreko (with the Panel's consent and as the Court may approve (if such approval(s) are required)). | |
Enquiries:
AggrekoRichard Foster | +44 (0) 20 7227 0090 |
Headland(PR Adviser to Aggreko)Andy Rivett-CarnacRosh Field | +44 (0) 7968 997 365+44 (0) 7515 187 426 |
Centerview Partners(Financial Adviser to Aggreko)Nick Reid, Hadleigh Beals, Marc Murray | +44 (0) 20 7409 9700 |
Citi(Financial Adviser and Corporate Broker to Aggreko)Peter Brown, Sian Evans | +44 (0) 20 7986 4000 |
Jefferies(Financial Adviser and Corporate Broker to Aggreko)Ed Matthews, Philip Noblet, Daniel Frommelt | +44 (0) 20 7029 8000 |
Powerscourt(PR Adviser to Bidco)Rory Godson, Peter Ogden | +44 (0) 7793 858 211 |
Morgan Stanley & Co. International plc(Financial Adviser to Bidco)Matthew Jarman, Karsten Hofacker | +44 (0) 20 7425 8000 |
Barclays(Financial Adviser to Bidco)Andrew Richards, Richard Probert, Derek Shakespeare | +44 (0) 20 7623 2323 |
Deutsche Bank AG, London Branch(Financial Adviser to Bidco)Chris Raff, Basile Benoit | +44 (0) 20 7545 8000 |
Goldman Sachs International(Financial Adviser to Bidco)Anthony Gutman, Chris Emmerson | +44 (0) 20 7774 1000 |
J.P. Morgan Cazenove(Financial Adviser to Bidco)James Robinson, Samer Ghosn and Ram Anand | +44 (0) 20 7742 4000 |
Merrill Lynch International (Financial Adviser to Bidco)Geoff Iles, Justin Anstee | +44 (0) 20 7995 1930 |
Slaughter and May is acting as legal adviser to Aggreko, and Dickson Minto W.S. is acting as legal adviser to Aggreko on matters of Scots law.
Kirkland & Ellis International LLP is acting as legal adviser to I Squared Capital, TDR Capital and Bidco.
Person responsible
The person responsible for arranging for the release of this Announcement on behalf of Aggreko is Simon Thomson, Group Legal Director and Company Secretary.
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 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 Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Aggreko in any jurisdiction in contravention of applicable law. The Acquisition will be implemented solely by means of the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the offer document), which (together with the Forms of Proxy) contains the full terms and conditions of the Acquisition.
This Announcement does not constitute a prospectus, prospectus equivalent document or an exempted document.
Important notices
Centerview Partners UK LLP ("Centerview Partners"), which is authorised and regulated by the FCA, is acting exclusively as financial adviser to Aggreko and no one else in connection with the matters described in this Announcement and will not be responsible to anyone other than Aggreko for providing the protections afforded to clients of Centerview Partners nor for providing advice in connection with the matters referred to herein. Neither Centerview Partners 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 Centerview Partners in connection with this Announcement, any statement contained herein, the Acquisition or otherwise.
Citigroup Global Markets Limited ("Citi"), which is authorised by the PRA and regulated in the UK by the FCA and the PRA, is acting as joint financial adviser to Aggreko and for no one else in connection with the matters set out in this Announcement and will not be responsible to anyone other than Aggreko for providing the protections afforded to clients of Citi nor for providing advice in connection with the matters set out in this Announcement. Neither Citi nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Citi in connection with the matters set out in this Announcement or any other matter or arrangement referred to herein.
Jefferies International Limited ("Jefferies"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Aggreko and no one else in connection with the Acquisition and will not be responsible to anyone other than Aggreko for providing the protections afforded to clients of Jefferies nor for providing advice in relation to the Acquisition or any other 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.
Morgan Stanley & Co. International plc ("Morgan Stanley"), which is authorised and regulated by the PRA and authorised by the FCA, is acting as financial adviser to Bidco and no-one else in connection with the matters described in this Announcement and will neither be responsible to anyone other than Bidco for providing the protections afforded to clients of Morgan Stanley nor for providing advice in connection with the subject matter of this Announcement or any other matter referred to herein.
Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for Bidco and no one else in connection with the matters described in this Announcement and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of Barclays nor for providing advice in relation to the subject matter of this Announcement or any other matter referred to in this Announcement.
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 Bidco and no-one else in connection with the matters described in this Announcement and will not be responsible to anyone other than Bidco 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 herein.
Goldman Sachs International ("Goldman Sachs"), which is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA, is acting exclusively for Bidco and no one else in connection with the matters set out in this Announcement. Goldman Sachs will not be responsible to anyone other than Bidco for providing the protections afforded to clients of Goldman Sachs nor for providing advice in relation to any matter referred to herein.
J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), and which is authorised in the United Kingdom by the PRA and regulated by the PRA and the FCA, is acting as financial adviser exclusively to Bidco and no-one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to herein.
Merrill Lynch International ("BofA Securities") which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, is acting exclusively for Bidco and no one else in connection with the matters described herein and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of BofA Securities nor for providing advice in relation to the matters referred to herein. In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the Exchange Act, BofA Securities and its affiliates will continue to act as exempt principal trader in Aggreko securities on the London Stock Exchange. These purchases and activities by exempt principal traders will, to the extent required, be made public in the United Kingdom pursuant to the Code and 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, to the extent required, be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.
Overseas jurisdictions
The availability of the Acquisition to Aggreko Shareholders who are not resident in and citizens of the UK 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 UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to overseas shareholders will be contained in the Scheme Document.
The release, publication or distribution of this Announcement in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves of, and observe, any applicable legal or regulatory requirements. Any failure to comply with such requirements 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 Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This Announcement has been prepared for the purposes of complying with English and Scots law, the UK Listing Rules, the rules of the London Stock Exchange 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 of the UK.
Copies of this Announcement and the formal documentation relating to the Scheme and the Acquisition will not be and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction, and persons receiving such documents (including, without limitation, agents, custodians, nominees and trustees) must not, directly or indirectly, mail or otherwise forward, distribute or send them in or into or from any such jurisdiction. If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality 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 may not be capable of acceptance by any such use, means, instrumentality or facilities.
US Holders
US Holders should note that the Acquisition relates to the securities of a Scottish company, is subject to UK disclosure requirements and practices (which are different from those of the US) and is proposed to be implemented by means of a scheme of arrangement under Scots law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Exchange Act of 1934. Accordingly, the Acquisition and the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this Announcement and the Scheme Document has been or will have been prepared in accordance with IFRS, and thus 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 US. However, if, in the future, Bidco were to exercise its right to implement the Acquisition of the Aggreko Shares by way of an Offer, such Offer will be made in compliance with applicable US tender offer and securities laws and regulations.
The receipt of cash pursuant to the Acquisition by a US Holder as consideration for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Aggreko Shareholder is urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.
It may be difficult for US Holders to enforce their rights and claims arising out of the US federal securities laws, since Bidco and Aggreko are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US Holders 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.
To the extent permitted by applicable law, in accordance with normal UK market practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco or its nominees, or their brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Aggreko Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition 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.
Forward-looking statements
This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by Bidco and Aggreko contain statements which are, or may be deemed to be, "forward-looking statements". 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 Bidco and Aggreko 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.
The forward-looking statements contained in this Announcement include statements relating to the expected effects of the Acquisition on Bidco and Aggreko, the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although Bidco and Aggreko believe that the expectations reflected in such forward-looking statements are reasonable, Bidco and Aggreko can give no assurance that such expectations will prove to be correct. 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. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.
These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; as future market conditions, changes in general economic and business conditions, the behaviour of other market participants, the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which Bidco and Aggreko operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which Bidco and Aggreko operate and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither Bidco nor Aggreko, 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 will actually occur. You are cautioned not to place any reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations, neither Bidco nor Aggreko is under any obligation, and Bidco and Aggreko expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
No profit forecasts or estimates
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 share for Bidco or Aggreko, 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 Aggreko, as appropriate.
Dealing disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in one per cent. 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 one per cent. 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 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.
Publication on a website
In accordance with Rule 26.1 of the Code, a copy of this Announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Aggreko's website at www.plc.aggreko.com and/or Bidco's website at www.albionoffer.com (as relevant) by no later than 12 noon (London time) on the business day following this Announcement. For the avoidance of doubt, the contents of these websites are not incorporated by reference and do not form part of this Announcement.
Requesting hard copy documents
Aggreko Shareholders may request a hard copy of this Announcement by contacting Aggreko on +44 (0)141 225 5900 or by writing to Aggreko at 8th Floor, 120 Bothwell Street, Glasgow, Lanarkshire G2 7JS, Scotland, in each case, stating the name and address to which the hard copy should be sent. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.
Electronic communications
Please be aware that addresses, electronic addresses and certain other information provided by Aggreko Shareholders, persons with information rights and other relevant persons for the receipt of communications from Aggreko may be provided to Bidco during the offer period as required under Section 4 of Appendix 4 of the Code.