1 Feb 2021 07:00
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
01 February 2021
Announcement relating to despatch of Rule 15 Proposal
In accordance with Rule 15(c) of the Irish Takeover Panel Act, 1997, Takeover Rules 2013 (the "Irish Takeover Rules"), B&J Holdings Limited ("B&J"), Blackstone Infrastructure Partners (acting through BIP Jaguar (Lux) S.à r.l. and BIP Jaguar II (Lux) S.à r.l.) ("Blackstone Infrastructure Partners") and Applegreen plc ("Applegreen") announce that letters dated 25 January 2021 containing details of the proposal (the "Proposal") to holders of subsisting options granted under the each of: (i) Applegreen 2014 Share Option Scheme, (ii) the Applegreen 2015 Long Term Incentive Plan and (iii) the Applegreen Employee Share Option Trust Share Option Plan 2016 ("Applegreen Optionholders") have been despatched to such holders in connection with the proposed acquisition of Applegreen by Causeway Consortium Limited ("Bidco"), a wholly-owned subsidiary of B&J and Blackstone Infrastructure Partners (the "Acquisition").
The Proposal is being made available for inspection on Applegreen's website at https://www.applegreenstores.com and Bidco's website at www.causeway-offer.com. For the avoidance of doubt, the content of such websites is not incorporated into, and does not form part of, this Announcement.
Request for Proposal
If you are an Applegreen Optionholder and did not receive the Proposal, please contact Niall Dolan at Applegreen on +353 1 512 4845.
Statements required by the Takeover Rules
The directors of Bidco accept responsibility for the information contained in this Announcement relating to Bidco. To the best of the knowledge and belief of the directors of Bidco (who have taken all reasonable care to ensure such is the case), the information contained in this Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
The directors of B&J accept responsibility for the information contained in this Announcement relating to B&J. To the best of the knowledge and belief of the directors of B&J (who have taken all reasonable care to ensure such is the case), the information contained in this Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
The Blackstone Responsible Persons (as defined in the Scheme Document) accept responsibility for the information contained in this Announcement relating to Blackstone Infrastructure Partners. To the best of the knowledge and belief of the Blackstone Responsible Persons (who have taken all reasonable care to ensure such is the case), the information contained in this Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
The directors of Applegreen accept responsibility for the information contained in this Announcement relating to Applegreen. To the best of the knowledge and belief of the directors of Applegreen (who have taken all reasonable care to ensure such is the case), the information contained in this Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
Disclosure requirements of the Takeover Rules
Under the provisions of Rule 8.3 of the Irish 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 Irish Takeover Rules.
Under the provisions of Rule 8.1 of the Irish Takeover Rules, all "dealings" in "relevant securities" of Applegreen by BidCo, Blackstone Infrastructure Partners or B&J, or by any party acting in concert (as defined in the Irish Takeover Panel Act 1997 (as amended)) with either 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 Irish 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.
General
The laws of certain 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 any 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 release, publication or distribution of this Announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of 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.