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

25 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

Publication and posting of Scheme Document

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 it is today publishing a circular relating to the Scheme (the "Scheme Document") which will shortly be posted to shareholders of Applegreen ("Applegreen Shareholders"), including to participants in the Applegreen Share Plans, together with the associated Forms of Proxy.

Under the terms of the Acquisition, Applegreen Shareholders will be entitled to receive €5.75 in cash for each Applegreen Share, which values the entire issued and to be issued share capital of Applegreen at approximately €718 million on a fully diluted basis.

The Scheme requires approval by Applegreen Shareholders at a Scheme meeting (the "Second Scheme Meeting") to be held at 11.15 a.m. at Arthur Cox LLP, 10 Earlsfort Terrace, Dublin 2, D02 T380 on 17 February 2021 (or, if later, as soon as the First Scheme Meeting has concluded or has been adjourned). The B&J Directors and/or Fenlex Holdings & Services Limited (the "B&J Class Shareholders") will not be entitled to vote the Applegreen Shares at the Second Scheme Meeting. The approval of such B&J Class Shareholders will be sought at the first Scheme meeting (the "First Scheme Meeting") to be held at the same venue at 11.00 a.m. on 17 February 2021. As the Applegreen Shares held by B&J do not form part of the Scheme, B&J shall not vote at either the First Scheme Meeting or the Second Scheme Meeting.

In addition to approval at the Scheme Meetings, implementation of the Scheme also requires various approvals by Applegreen Shareholders at an extraordinary general meeting (the "EGM") to be held at 11.30 a.m. on 17 February 2021, or, if later, immediately after the conclusion or adjournment of the Second Scheme Meeting. Once effective, the Scheme will be binding on all Applegreen Shareholders, including those who did not vote, or who voted against it, at the Scheme Meetings.

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 Applegreen's website.

The Scheme will also require the subsequent sanction of the High Court. Subject to, amongst other items, the approval of the resolutions to approve the Scheme proposed at the Scheme Meetings and the resolutions to be proposed at the EGM, the prior satisfaction of the other Conditions to the completion of the Scheme (other than those Conditions which by their nature cannot be satisfied prior to the hearing by the High Court of the application to sanction the Scheme) and the availability of the High Court, the hearing by the High Court of the application to sanction the Scheme is anticipated to take place in March 2021.

An expected timetable of principal events is attached as an Appendix to this announcement.

Applegreen Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

It is proposed that, under the Scheme, all Scheme Shares will be transferred to BidCo. As a result, Applegreen will become a wholly owned subsidiary of BidCo. Applegreen Shareholders whose shares are subject to the Scheme will receive the Consideration (without interest and less any applicable withholding taxes). Applegreen Shares issued after the Scheme Record Time will not be subject to the Scheme. Accordingly, it is proposed that the Applegreen Articles be amended so that any Applegreen Shares issued after the Scheme Record Time (other than to BidCo and/or its nominees) will be immediately and automatically transferred to BidCo on the same terms as under the Scheme.

Capitalised terms used, but not defined, in this announcement have the same meaning as in 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 B&J Directors accept responsibility for the information contained in this Announcement other than that relating to Blackstone Infrastructure Partners, the Blackstone Group, Applegreen, the Applegreen Group and the Applegreen Directors and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the B&J Directors (who, in each case, have taken all reasonable care to ensure that this 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 accept responsibility for the information contained in this Announcement other than that relating to B&J, the B&J Group, the B&J Directors, Applegreen, the Applegreen Group and the Applegreen Directors and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the Blackstone Responsible Persons (who, in each case, have taken all reasonable care to ensure that this 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 BidCo Directors accept responsibility for the information contained in this Announcement other than that relating to B&J, the B&J Group, the B&J Directors, Blackstone Infrastructure Partners, the Blackstone Group, Applegreen, the Applegreen Group and the Applegreen Directors and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the BidCo Directors (who, in each case, have taken all reasonable care to ensure that this 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 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.

No profit forecast, estimate or asset valuations

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share, for BidCo, Blackstone Infrastructure Partners, B&J or Applegreen, respectively for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for BidCo, Blackstone Infrastructure Partners, B&J or Applegreen respectively. No statement in this Announcement constitutes an asset valuation.

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.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for 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.

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.

Overseas shareholders

The distribution, release or publication of this announcement in or into certain jurisdictions other than Ireland or the United Kingdom may be restricted by the laws of those jurisdictions 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 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 and regulations of any jurisdiction outside of Ireland.

The attention of Applegreen Shareholders who are resident in, or citizens of, or who have a contractual or legal obligation to forward this announcement to persons in, Restricted Jurisdictions is drawn to paragraph 15 in Part 3 (Information required under Section 452 of the Act - recommended Acquisition for cash of Applegreen) of the Scheme Document.

Time

Unless otherwise stated, all references to time in this announcement are to Irish time.

Cautionary Statement Regarding Forward-Looking Statements

This document contains certain forward-looking statements with respect to BidCo, B&J, Blackstone Infrastructure Partners and Applegreen. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "believe", "will", "may", "would", "could" or "should" or other words of similar meaning or the negative thereof. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the operations of BidCo, the B&J Group, the Blackstone Group or the Applegreen Group; and (iii) the effects of government regulation on the business of BidCo, the B&J Group, the Blackstone Group or the Applegreen Group.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to BidCo, B&J, Blackstone Infrastructure Partners or Applegreen or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. None of BidCo, B&J, Blackstone Infrastructure Partners or Applegreen undertake any obligation to update publicly or revise forward-looking or other statements contained in this document, whether as a result of new information, future events or otherwise, except to the extent legally required.

APPENDIX

The following indicative timetable is based on Applegreen and BidCo's current expected dates for the implementation of the Acquisition and the Scheme and is subject to change.

Notes:  

(1) To commence at 11.15 a.m., or, if later, immediately after the conclusion or adjournment of the First Scheme Meeting.

(2) To commence at 11.30 a.m., or, if later, immediately after the conclusion or adjournment of the Second Scheme Meeting.

(3) These dates are indicative only and will depend, among other things, on the date upon which: (i) the conditions of the Scheme are satisfied or (if capable of waiver) waived; and (ii) the sanction of the Scheme by the High Court and the delivery of an office copy of the Court Order to the Registrar of Companies and the registration of such Court Order by the Registrar of Companies.