APGN.L Regulatory News (APGN)

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

19 January 2021

Recommended acquisition of

APPLEGREEN PLC

by

CAUSEWAY CONSORTIUM LIMITED

a newly formed company wholly-owned by

(i) B&J HOLDINGS LIMITED, (ii) BLACKSTONE INFRASTRUCTURE PARTNERS JAGUAR (LUX) S.À R.L. and (iii) BLACKSTONE INFRASTRUCTURE PARTNERS JAGUAR II (LUX) S.À R.L.

by means of a scheme of arrangement under Chapter 1, Part 9 of the Companies Act 2014

Convening of Scheme Meetings

On 22 December 2020, Causeway Consortium Limited ("BidCo") and the Independent Directors of Applegreen plc ("Applegreen") announced that they had reached agreement on the terms of a cash offer for Applegreen by BidCo, which has been unanimously recommended by the independent committee of the Board of Directors of Applegreen (the "Independent Applegreen Board") and pursuant to which BidCo, a newly formed company wholly owned by B&J Holdings Limited ("B&J") and Blackstone Infrastructure Partners, will acquire the entire issued and to be issued share capital of Applegreen (the "Acquisition"). It is intended that the Acquisition will be implemented by means of a High Court sanctioned scheme of arrangement under Chapter 1 of Part 9 of the Act (the "Scheme").

Applegreen announces that yesterday the High Court of Ireland made an order directing that two scheme meetings of Applegreen Shareholders to consider and vote on the Scheme be convened.

The Scheme requires approval by Independent Applegreen Shareholders at a scheme meeting to be held at Arthur Cox LLP, 10 Earlsfort Terrace, Dublin 2, D02 T380 on 17 February 2021 at 11am (the "First Scheme Meeting"). The second Scheme meeting will be held at Arthur Cox LLP, 10 Earlsfort Terrace, Dublin 2, D02 T380 on 17 February 2021 at 11.15am (or, if later, as soon as the First Scheme Meeting has concluded or has been adjourned) (the "Second Scheme Meeting"). A related extraordinary general meeting will be held at 11.30am on 17 February 2021, or, if later, immediately after the conclusion or adjournment of the Second Scheme Meeting.

The scheme document (the "Scheme Document") setting out, amongst other things, the full terms and conditions of the Scheme, information required under Section 452 of the Companies Act 2014, an expected timetable of principal events, notices convening the Scheme Meetings and the related extraordinary general meeting, and details of the action to be taken by Applegreen shareholders is expected to be published on 25 January 2021.

Given current Government restrictions on meetings due to COVID-19, shareholders will not be permitted to attend the meetings in person and are invited to attend remotely via a virtual meeting platform. Details on how to attend remotely will be included in the Scheme Document and on the Company's website.

A further announcement will be made on publication of the Scheme Document.

Enquiries

If you have any questions about the Scheme Document, the Scheme Meetings, the EGM or how to complete the Forms of Proxy or to submit your proxies electronically, please contact Applegreen's Registrars, Link Registrars Limited, on +353 1 553 0050 between 9.00 am and 5.00 pm Monday to Friday (other than bank holidays in Ireland). For legal reasons, the Registrars will not be able to provide advice on the merits of the Acquisition itself or give financial or tax advice.

Statements required by the Irish Takeover Rules

The Applegreen Directors accept responsibility for the information contained in this Announcement relating to Applegreen, the Applegreen Group and the Applegreen Directors and members of their immediate families, related trusts and persons connected with them, except for the recommendation and related opinions of the Independent Applegreen Board. The Independent Applegreen Board accept responsibility for the recommendation and related opinions of the Independent Applegreen Board contained in this Announcement. To the best of the knowledge and belief of the Applegreen Directors and the Independent Applegreen Directors (who, in each case, 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.

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.

Arthur Cox LLP is acting as legal adviser to Applegreen, A&L Goodbody is acting as legal adviser to B&J and BidCo and Latham & Watkins is acting as legal advisor to Blackstone Infrastructure Partners and BidCo.

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 (or, if applicable, the Takeover Offer Document), which will contain 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 (or, if applicable, the Takeover Offer 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 Irish 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.

Disclosure requirements of the Irish 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 with BidCo, Blackstone Infrastructure Partners or B&J, must also be disclosed by no later than 12:00 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.

Publication on website

Pursuant to Rules 2.6(c) and 19.9 of the Irish Takeover Rules, this Announcement will be made available on BidCo's website (www.causeway-offer.com) and on Applegreen's website (www.applegreenstores.com) but no later than 12:00 noon on the Business Day following this Announcement.

Neither the content of any such website nor the content of any other website accessible from hyperlinks on such website is incorporated into, or forms part of, this Announcement.

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 Acquisition will not be made available, directly or indirectly, in any Restricted Jurisdiction, and the Acquisition will not be capable of acceptance from within a Restricted Jurisdiction. 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.