REG - Brit.Columbia I.M. BBGI Global Infrast. - Recommended Cash Offer for BBGI
06/02/2025 07:00
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RNS Number : 1612W British Columbia Inv.Mgt. Corp. 06 February 2025
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
THE TRANSACTION TO WHICH THIS ANNOUNCEMENT RELATES IS NOT SUBJECT TO THE UK
CITY CODE ON TAKEOVERS AND MERGERS
FOR IMMEDIATE RELEASE
6 February 2025
RECOMMENDED CASH OFFER
for
BBGI Global Infrastructure S.A. ("BBGI")
by
Boswell Holdings 3 S.C.Sp. ("Bidco")
(acting by its general partner Boswell Holdings 3 GP S.à r.l.)
which is a newly formed special limited partnership indirectly controlled by
British Columbia Investment Management Corporation ("BCI")
Summary and highlights
· BCI and BBGI are pleased to announce that they have reached
agreement on the terms of a recommended all cash offer to be made by Bidco for
the entire issued and to be issued share capital of BBGI (the "Offer"). Bidco
is a special limited partnership (société en commandite spéciale) existing
under the laws of Luxembourg, formed for the purposes of making the Offer and
is indirectly controlled by BCI.
· Under the terms of the Offer, BBGI Shareholders who accept the
Offer will be entitled to receive:
for each BBGI Share held: 147.5 pence in cash (the "Offer Price")
· The Offer values the entire issued and to be issued share capital
of BBGI at approximately £1.062 billion on a fully diluted basis, and
represents a premium of approximately:
o 21.1 per cent. to the Closing Price per BBGI Share of 121.8 pence on 5
February 2025 (being the last Business Day prior to the date of this
Announcement); and
o 20.1 per cent. to the three-month volume weighted average price of 122.9
pence per BBGI Share to 5 February 2025 (being the last Business Day prior to
the date of this Announcement).
· Further, the Offer values BBGI at a premium of 3.4 per cent. to
BBGI's estimated net asset value per BBGI Share of 142.7 pence as at 31
December 2024 (the "Estimated 31 December 2024 Net Asset Value"). BBGI
Shareholders should refer to paragraph 2 of this Announcement for further
detail on the Estimated 31 December 2024 Net Asset Value.
· If any dividend or other distribution is declared, made, or paid in
respect of any BBGI Shares on or after the date of this Announcement, Bidco
reserves the right to reduce the Offer Price by the amount of such dividend or
distribution. In such circumstances, BBGI Shareholders would be entitled to
retain any such dividend or distribution.
· BBGI expects to declare its interim dividend relating to the period 1
July 2024 to 31 December 2024 prior to the completion of the Offer and in such
event the Offer Price will be reduced by the value of this interim dividend.
It is expected that the dividend will be declared in February 2025 and paid in
April 2025. As this potential dividend had not been declared or paid by 31
December 2024, the liability for this dividend has not been provided for in
BBGI's Estimated 31 December 2024 Net Asset Value.
Transaction overview
· All-cash Offer to acquire BBGI by Bidco, which is indirectly
controlled by BCI. The Offer is unanimously recommended by the BBGI
Supervisory Board and the BBGI Management Board.
· BCI is amongst the largest institutional investors in Canada, with
CAD $250 billion in gross assets under management as of 31 March 2024. BCI
manages a portfolio of diversified public and private market investments on
behalf of its British Columbia public pension fund and institutional clients.
· BCI's investment in BBGI will be made by BCI's Infrastructure &
Renewable Resources ("I&RR") program, which invests in tangible long-life
assets that include a portfolio of direct investments in companies across a
variety of sectors spanning regulated utilities, energy, telecommunications,
transportation, timberlands and agri-businesses.
· BCI believes BBGI is a high-quality business with an attractive,
established portfolio of core infrastructure assets and a development platform
with opportunities for further growth. These characteristics make BBGI an
attractive asset for BCI and its I&RR program, which aims to achieve
long-term stable returns within the context of a low to moderate-risk
portfolio of global investments.
· BCI believes BBGI's growth and development will be best served as a
private business under Bidco's ownership, with access to capital and the
benefit of a long-term investment approach, and with a strategy implemented by
the BBGI management team. This will allow it to continue to deliver on its
strategic objectives whilst enabling it to respond to the ongoing structural
changes in its industry in the medium and long term.
· Although both the BBGI Supervisory Board and the BBGI Management
Board are confident that BBGI can continue to deliver sustainable cash flows
to BBGI Shareholders, the BBGI Boards believe that the Offer provides BBGI
Shareholders with the opportunity to realise in cash the value of their
holdings, at an attractive value that is in excess of the reasonable medium
term prospects for BBGI on a standalone basis.
· Therefore, and for the reasons set out in Section 6 (Background to
and reasons for the Recommendation), after careful consideration together with
its financial adviser, both the BBGI Supervisory Board and the BBGI Management
Board have concluded that the Offer is in the best interests of BBGI
Shareholders and BBGI as a whole.
BBGI recommendation
· The BBGI Supervisory Board and the BBGI Management Board, who have
been so advised by Jefferies as to the financial terms of the Offer, consider
the terms of the Offer to be fair and reasonable. In providing advice to the
BBGI Boards, Jefferies has taken into account the commercial assessments of
the BBGI Boards. Jefferies is providing independent financial advice to the
BBGI Boards.
· Accordingly, the BBGI Boards intend to unanimously recommend that
BBGI Shareholders accept the Offer and vote in favour of the Resolutions to be
proposed at the General Meeting, as the members of the BBGI Boards have
irrevocably undertaken to do, or procure to be done, in respect of their own
beneficial holdings of BBGI Shares.
Irrevocable undertakings
· Bidco has received irrevocable undertakings from the members of the
BBGI Boards holding, in aggregate, 2,611,023 BBGI Shares representing
approximately 0.4 per cent. of the existing issued share capital of BBGI on 5
February 2025 (being the latest practicable date prior to publication of this
Announcement) to accept, or to procure acceptances of, the Offer and to vote
or procure votes in favour of the Resolutions to be proposed at the General
Meeting. These irrevocable undertakings remain binding in the event of a
competing offer.
Structure and Conditions to the Offer
· The Offer will be implemented by way of a contractual tender offer,
subject to the terms and conditions set out in this Announcement and to be set
out in the Offer Document.
· Bidco and BBGI have today entered into an implementation agreement
(the "Implementation Agreement") which sets out the terms and conditions on
which Bidco and BBGI will co-operate with each other to implement the Offer
and the basis on which the Offer will be implemented, including compliance
with certain provisions of the UK City Code on Takeovers and Mergers (the
"Code"), as more particularly described below.
· As BBGI is incorporated in Luxembourg and its shares are listed
exclusively on the Main Market of the London Stock Exchange, there is no
procedure for Bidco to compulsorily acquire the BBGI Shares of non-accepting
BBGI Shareholders in the event that the Offer becomes unconditional, as there
would be in a similar transaction involving a public company incorporated in
the United Kingdom. The ability to acquire ownership and control of all of the
assets and undertaking of BBGI was a requirement of Bidco for making the
Offer. Given the absence of any compulsory acquisition procedure, Bidco and
BBGI have worked together with their respective advisers to agree a mechanism
- the Asset Sale - whereby Bidco could, effectively, acquire 100 per cent.
control of BBGI's assets and undertaking following the Offer becoming
unconditional.
· Accordingly, under the Implementation Agreement, among other
things, BBGI has undertaken to convene a general meeting of BBGI Shareholders
to consider and if thought fit approve a Resolution authorising the sale by
BBGI, directly or indirectly, of all or any of its assets and undertaking to
Bidco (or an affiliate of Bidco), subject to the Offer becoming unconditional
and the cancellation of (i) the listing of the BBGI Shares on the Official
List and (ii) trading of the BBGI Shares on the Main Market of the London
Stock Exchange, and on such terms as the BBGI Boards may deem fit (the "Asset
Sale").
· If implemented, such Asset Sale is intended to be effected on arm's
length terms reflecting the fair value of the assets and undertaking of BBGI
at the relevant time.
· Bidco and BBGI have agreed that (i) in circumstances where the
Offer has become unconditional and admission and listing of BBGI Shares to the
Official List and the London Stock Exchange's Main Market have been cancelled,
and (ii) in light of the recommendation by the BBGI Boards that BBGI
Shareholders should accept the Offer, the potential implementation of the
Asset Sale is an appropriate basis for Bidco to acquire ownership and control
of all of the assets and undertaking of BBGI.
· There can be no certainty that Bidco and/or BBGI will elect to
implement the Asset Sale following the Offer becoming unconditional, or that,
even if the Asset Sale is implemented, the proceeds of the Asset Sale will
necessarily be distributed by BBGI (whether by way of a dividend or other
distribution, or a repayment of capital, and whether in a liquidation of BBGI
or otherwise), or that if the proceeds of the Asset Sale are distributed by
BBGI, BBGI Shareholders that have not accepted the Offer would receive the
same amount in respect of their BBGI Shares as they would have received had
they accepted the Offer.
· BBGI Shareholders are therefore strongly encouraged to accept the
Offer and to vote in favour of the Resolutions to be proposed at the General
Meeting.
· The Offer is conditional on, among other things: (i) BBGI
Shareholders having approved, at the General Meeting, the Resolutions to
authorise the Asset Sale and to approve the appointments of Bidco's nominees
to the BBGI Supervisory Board (with effect from the cancellation of the
listing of the BBGI Shares on the Official List and from trading on the Main
Market of the London Stock Exchange) (the "Resolutions"); (ii) Bidco having
received valid acceptances (which have not been withdrawn) in respect of BBGI
Shares, which when taken together with any other BBGI Shares acquired or
agreed to be acquired by Bidco during the Offer Period (whether pursuant to
the Offer or otherwise), will result in Bidco holding at least 90 per cent. of
the BBGI Shares and voting rights then normally exercisable at a general
meeting of BBGI (or such lesser percentage as Bidco may, subject to the
Implementation Agreement, decide); and (iii) the further Conditions set out in
Appendix I of this Announcement, including the receipt of the relevant merger
control and foreign investment clearances, as applicable, in Germany, Canada,
Australia and the United Kingdom.
Application of the Code and the Luxembourg law on Takeover Bids
· As noted above, BBGI has its registered office in Luxembourg and as
a result, is not subject to the Code. Accordingly, the Code does not apply to
the Offer by Bidco for BBGI and the transactions set out in this Announcement
are not subject to the jurisdiction of, or being regulated by, the UK Panel on
Takeovers and Mergers (the "Takeover Panel"). However, as noted above, Bidco
and BBGI have agreed, to the extent and subject to the terms set out in the
Implementation Agreement, that the Offer will be implemented in compliance
with certain key requirements of the Code. In particular, Bidco may not invoke
a Condition to the Offer (other than the Acceptance Condition, the
Shareholder Approval Condition or the Conditions at paragraphs 2(a) to 2(e) of
Part B of Appendix I (the "Regulatory Conditions") so as to cause the Offer
not to proceed, to lapse or to be withdrawn unless the circumstances which
give rise to the right to invoke the Condition are of material significance
to Bidco in the context of the Offer, in accordance with the requirements of
the Code and the custom and practice of the Takeover Panel. Whether or not
such Condition can be invoked would be determined, in the event of any
disagreement, by an independent third party expert, in accordance with the
Implementation Agreement.
· As the BBGI Shares are listed exclusively on the Main Market of the
London Stock Exchange, which is a regulated market that is located outside of
a Member State, the Offer falls outside the scope of the Luxembourg law of 19
May 2006 of takeover bids, as amended. Further details are set out in
paragraph 17 of this Announcement.
Timetable and delisting
· It is expected that the Offer Document will be published as soon as
reasonably practicable following the date of this Announcement and in any
event within 28 days after the date of this Announcement. A notice convening
the General Meeting of BBGI Shareholders for the purpose of considering, and
if thought fit approving, the Resolutions, will be issued on or around the
date of publication of the Offer Document.
· If the Offer becomes unconditional in all respects, Bidco intends
to procure that BBGI will make an application for the cancellation of (i) the
listing of the BBGI Shares on the Official List and (ii) trading of the BBGI
Shares on the Main Market of the London Stock Exchange. It is expected that
the application for cancellation of listing on the Official List and admission
to trading on the Main Market of the London Stock Exchange will take effect no
earlier than 20 Business Days after the Offer has become unconditional.
· The cancellation of the listing of the BBGI Shares on the Official
List and trading on the Main Market of the London Stock Exchange is expected
to significantly reduce the liquidity and marketability of any BBGI Shares in
respect of which the Offer has not at such time been accepted.
· Furthermore, there can be no certainty that Bidco and/or BBGI will
elect to implement the Asset Sale following the Offer becoming unconditional
and the cancellation of the listing of the BBGI Shares on the Official List
and trading of the BBGI Shares on the Main Market of the London Stock
Exchange, or that, even if the Asset Sale is implemented, BBGI Shareholders
that have not accepted the Offer at such time would receive, whether by way of
a dividend or other distribution, or a repayment of capital, and whether in a
liquidation of BBGI or otherwise, the same value for or in respect of their
BBGI Shares as they would have received had they accepted the Offer.
· In light of the above, BBGI Shareholders are therefore strongly
encouraged to accept the Offer, in order to avoid holding illiquid BBGI Shares
and to ensure that they realise value for their BBGI Shares in cash at a
premium pursuant to the Offer and under the proposed Offer timetable.
· BBGI confirms that as at 5 February 2025, BBGI had 714,876,634 BBGI
Shares in issue (excluding shares held in treasury). The ISIN for BBGI
Depositary Interests is LU0686550053 and the LEI is 529900CV0RWCOP5YHK95.
· The Offer is currently expected to complete in Q3 2025, subject to
the satisfaction or (where applicable) waiver of the Conditions. An expected
timetable of key events relating to the Offer will be set out in the Offer
Document.
Commenting on the Offer, Duncan Ball, Chief Executive Officer of BBGI, said:
"Since its launch in 2011, BBGI has grown to become one of the UK's largest
listed infrastructure funds, with a globally-diversified portfolio of 56
low-risk, core infrastructure assets that deliver sustainable and long-term
index-linked cash flows. Over this period, we have delivered a total net asset
value return of 176.3 per cent.
Although both the BBGI Supervisory Board and the BBGI Management Board are
confident that BBGI can continue to deliver sustainable cash flows to BBGI
Shareholders, the Offer from BCI represents a premium to undisturbed share
price and to net asset value, and provides BBGI Shareholders with the
opportunity to realise the value of their holdings in cash, at an attractive
value in excess of the reasonable medium term prospects for BBGI on a
standalone basis.
As a result, both the BBGI Supervisory Board and BBGI Management Board have
concluded that the Offer is in the best interests of BBGI Shareholders and
BBGI as a whole."
Commenting on the Offer, Grant Hodgkins, Senior Director, Infrastructure &
Renewable Resources of BCI, said:
"We believe BBGI will be a compelling and strategic addition to BCI's
Infrastructure & Renewable Resources portfolio, with a diversified mix of
international holdings across the transport, clean energy, healthcare,
education and social infrastructure sectors. We see many opportunities to
leverage our expertise, global relationships, and access to long-term capital,
alongside BBGI's experienced management team and proven asset management
strategies, to drive further growth and value creation across the BBGI
portfolio. Our offer provides meaningful value for BBGI shareholders. We
encourage all BBGI shareholders to accept our offer, in order to receive the
investment liquidity and cash value for their shares we are offering today."
This summary should be read in conjunction with, and is subject to, the full
text of this Announcement. The Offer will be subject to the Conditions and
further terms set out in Appendix I to this Announcement and to the full
terms and conditions which will be set out in the Offer Document. Appendix II
contains the sources and bases of certain information contained in this
Announcement. Appendix III contains details of the irrevocable undertakings
given to Bidco in relation to the Offer. Appendix IV contains definitions of
certain expressions used in this summary and in this Announcement.
Enquiries:
BCI +1 778 410 7310
Olga Petrycki (Director, Brand Communications) media@bci.ca
RBC Capital Markets +44 20 7653 4000
(Financial adviser to BCI and Bidco)
Philip Turville
Mark Rushton
Matthew Coakes
Samuel Jackson
PwC +44 20 7583 5000
(Financial adviser to BCI and Bidco)
James Pincus
Jon Raggett
Nitin Premchandani
BBGI +352 263 479-1
Duncan Ball (Chief Executive Officer) duncan.ball@bb-gi.com (mailto:duncan.ball@bb-gi.com)
Jefferies International Limited +44 (0) 20 7029 8000
(Financial Adviser & Corporate Broker to BBGI)
Philip Noblet
Dai Clement
Tom Yeadon
Thomas Bective
H/Advisors Maitland +44 (0) 7747 113 930
(PR Advisor to BBGI) BBGI-maitland@h-advisors.global (mailto:BBGI-maitland@h-advisors.global)
James Benjamin
Winterflood +44 (0) 203 100 0000
(Corporate Broker to BBGI)
Neil Langford
Weil, Gotshal & Manges (London) LLP is providing English legal advice and
Elvinger Hoss Prussen S.A. is providing Luxembourg legal advice to Bidco and
BCI. Norton Rose Fulbright LLP is providing English legal advice and A&O
Shearman SCS is providing Luxembourg legal advice to BBGI.
Important notices
RBC Europe Limited (trading as RBC Capital Markets) ("RBC"), which is
authorised and regulated by the Prudential Regulatory Authority and the FCA in
the United Kingdom, is acting exclusively for BCI and Bidco and for no one
else in connection with the matters referred to in this Announcement and will
not be responsible to anyone other than BCI and Bidco for providing the
protections afforded to clients of RBC, or for providing advice in connection
with the matters referred to in this Announcement. Neither RBC nor any of its
affiliates (nor their respective directors, officers, employees or agents)
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 RBC in connection with this Announcement,
any statement contained herein or otherwise.
PricewaterhouseCoopers LLP ("PwC") which is authorised and regulated by the
FCA in the United Kingdom, is acting exclusively for BCI and Bidco and for no
one else in connection with the matters referred to in this Announcement and
will not be responsible to anyone other than BCI and Bidco for providing the
protections afforded to clients of PwC, or for providing advice in connection
with the matters referred to in this Announcement. Neither PwC nor any of its
affiliates (nor their respective directors, officers, employees or agents)
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 PwC in connection with this Announcement,
any statement contained herein or otherwise.
Jefferies, which is authorised and regulated by the FCA in the United Kingdom,
is acting exclusively for BBGI and no one else in connection with the matters
set out in this Announcement and will not regard any other person as its
client in relation to the matters in this Announcement and will not be
responsible to anyone other than BBGI for providing the protections afforded
to clients of Jefferies nor for providing advice in relation to any matter
referred to in this Announcement. Neither Jefferies nor any of its affiliates
(nor their respective directors, officers, employees or agents) 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.
Winterflood, which is authorised and regulated by the FCA in the United
Kingdom, is acting exclusively for BBGI and no one else in connection with the
matters set out in this Announcement and will not regard any other person as
its client in relation to the matters in this Announcement and will not be
responsible to anyone other than BBGI for providing the protections afforded
to clients of Jefferies nor for providing advice in relation to any matter
referred to in this Announcement. Neither Winterflood nor any of its
affiliates (nor their respective directors, officers, employees or agents)
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 Winterflood in connection with this
Announcement, any statement contained herein or otherwise.
Application of the Code
BBGI has its registered office in Luxembourg and as a result, is not subject
to the Code. Accordingly, the Code does not apply to the Offer by Bidco for
BBGI and the transactions set out in this Announcement are not subject to the
jurisdiction of, or being regulated by, the Takeover Panel.
Dealing disclosure requirements of BBGI Shareholders
BBGI Shareholders are not obliged to make an Opening Position Disclosure or
dealing disclosures (as applicable) under the provisions of the Code. However,
market participants are requested to make disclosures of "dealings" as if the
Code applied and as if BBGI were in an "offer period" under the Code.
Disclosures made in relation to relevant securities of BBGI should be released
via a Regulatory Information Service using the headline "Document re: BBGI".
The headline "Form 8/8.3" should not be used. Any question regarding
completion of these forms should be raised with Jefferies on +44 (0) 20 7029
8000.
BBGI's website contains the form of disclosure requested which is
substantially in the form that would be required to make disclosures of
dealings if BBGI was subject to the Code. If you are in any doubt as to
whether or not you should disclose "dealings", you should contact an
independent financial adviser authorised by the FCA under the Financial
Services and Markets Act 2000 (or, if you are resident in a jurisdiction other
than the United Kingdom, a financial adviser authorised under the laws of such
jurisdiction). The guidance set out below follows the requirements of Rule 8
of the Code.
Any person who is "interested" in one per cent. or more of any class of
"relevant securities" of BBGI or of any "securities exchange offeror" (being
an "offeror" other than an "offeror" in respect of which it has been announced
that the "offer" is, or is likely to be, solely in "cash") is requested to
make an "Opening Position Disclosure" following the commencement of the Offer
Period which begins upon the release of this Announcement.
An "Opening Position Disclosure" should contain details of the person's
"interests" and short positions in, and rights to subscribe for, any "relevant
securities" of each of (i) BBGI and (ii) any "securities exchange offeror(s)".
Persons requested to make an "Opening Position Disclosure" are requested to
make such "Opening Position Disclosure" by no later than 3:30 p.m. on the
tenth "business day" following the release of this Announcement. Relevant
persons who undertake "dealings" in the relevant securities of BBGI or are a
"securities exchange offeror" prior to the deadline for making an "Opening
Position Disclosure" are requested instead to make a "Dealing Disclosure".
Any person is, or becomes "interested" (directly or indirectly) in one per
cent. or more of any class of "relevant securities" of an "offeree" or of any
"securities exchange offeror", is requested to make a "Dealing Disclosure" if
the person deals in any "relevant securities" of that "offeree" or of any
"securities exchange offeror". A "Dealing Disclosure" should 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 (i) BBGI and
(ii) any "securities exchange offeror", save to the extent that these details
have previously been disclosed. Such "Dealing Disclosure" should be made by no
later than 3:30 p.m. on the "business day" following the date of the relevant
transaction.
Accordingly, in the case of both an "Opening Position Disclosure" and any
"Dealing Disclosure", disclosures of interests in the BBGI Shares are
requested to be made.
If two or more persons to an agreement or understanding, whether formal or
informal, to acquire an "interest" in "relevant securities" of BBGI or a
"securities exchange offeror", they should be regarded to be a single person
for these purposes.
"Opening Position Disclosures" will be made by BBGI and by any "offeror", and
all "dealings" in "relevant securities" of BBGI by BBGI, by "offeror" of by
any persons "acting in concert" with any of them, will be disclosed in a
"dealing disclosure" by no later than 12:00 p.m. on the "business day"
following the date of the relevant transaction.
"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 and control of "securities", or by virtue of any
option in respect of, or derivative reference to, "securities".
Terms in quotation marks are defined in the Code, which can be found on the
website of the Takeover Panel. If you are in any doubt as to whether the
request to disclose a "dealing" by reference to the above applies to you, you
should contact an independent financial adviser authorized by the FCA under
the Financial Services and Markets Act 2000 (as amended).
Further information
This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to buy, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities, pursuant
to the Offer or otherwise, nor shall there be any purchase, sale, issuance or
exchange of securities or such solicitation in any jurisdiction in which such
offer, solicitation, sale, issuance or exchange would be unlawful prior to the
registration or qualification under the laws of such jurisdiction. The Offer
will be made solely by means of the Offer Document or any document by which
the Offer is made, which will contain the full terms and Conditions of the
Offer, including details of how to vote in respect of the Offer.
This Announcement has been prepared for the purpose of complying with English
law 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 the United Kingdom.
Bidco will prepare the Offer Document to be distributed to BBGI Shareholders.
BBGI and Bidco urge BBGI Shareholders to read the Offer Document when it
becomes available because it will contain important information relating to
the Offer. Any decision to accept the Offer or to vote in respect of the
Resolutions to be proposed at the General Meeting should be based on the
information contained in the Offer Document.
If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.
Each BBGI Shareholder is advised to consult its independent professional
adviser regarding the tax consequences to it (or to its beneficial owners) of
the Offer.
Overseas Shareholders
The release, publication or distribution of this Announcement in certain
jurisdictions may be restricted by law. Persons who are not resident in the
United Kingdom or who are subject to the laws of other jurisdictions should
inform themselves of, and observe, any applicable requirements. Further
details in relation to Overseas Shareholders will be contained in the Offer
Document. Any failure to comply with the applicable restrictions 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 Offer disclaim any responsibility or liability for the violation of
such restrictions by any person.
Unless otherwise determined by Bidco and permitted by applicable law and
regulation, the Offer will not be made available, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate the laws
in that jurisdiction and no person may vote in favour of the offer by any such
use, means, instrumentality or form within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the laws of
that jurisdiction. Accordingly, copies of this Announcement and all documents
relating to the Offer are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in, into or from a
Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this Announcement and all documents
relating to the Offer (including custodians, nominees and trustees) must
observe these restrictions and must not mail or otherwise distribute or send
them in, into or from such jurisdictions where to do so would violate the laws
in that jurisdiction.
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 (including, but not limited to, facsimile, e-mail or
other electronic transmission, telex or telephone) 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.
The Offer will be subject to the applicable terms, conditions and requirements
set out in the Offer Document, English law, the London Stock Exchange and the
FCA.
Notice to US Investors
The Offer is being made for securities in a Luxembourg company whose
securities are listed on the Official List and admitted to trading on the Main
Market of the London Stock Exchange. US BBGI Shareholders should be aware that
this Announcement and documentation relating to the Offer have been, or will
be, prepared in accordance with disclosure requirements, format and style that
differ from those in the United States. All financial information that is
included in this Announcement or that may be included or referred to in any
other documents relating to the Offer, have been, or will be, prepared, save
where Bidco and BBGI have expressly agreed otherwise, in accordance with
International Financial Reporting Standards adopted by the European Union and
therefore may not be comparable to financial statements of US companies or
companies whose financial statements are prepared in accordance with US GAAP.
The Offer, if required to be made, will be made in the United States pursuant
to applicable exemptions under the US tender offer rules and securities laws
and otherwise in accordance with the applicable provisions of English law.
Accordingly, the Offer will be subject to disclosure and other procedural
requirements, including with respect to withdrawal rights, offer timetable,
settlement procedures and timing of payments that are different from those
applicable under US domestic tender offer procedures and law. In the United
States, the Offer will be made solely by Bidco and not by its financial
adviser.
Both Bidco and BBGI are established under the laws of Luxembourg. It may not
be possible for BBGI Shareholders or holders of BBGI Share Awards to effect
service of process within the United States upon BBGI or Bidco or their
respective officers or directors or to enforce against any of them judgments
of the United States predicated upon the civil liability provisions of the
federal securities laws of the United States. It may not be possible to sue
BBGI or Bidco or their respective officers or directors in a non-US court for
violations of the US securities laws. There is also substantial doubt as to
enforceability in the United Kingdom in original actions, or in actions for
the enforcement of judgments of US courts, based on the civil liability
provisions of US federal securities laws.
Forward looking statements
This Announcement contains statements about the Bidco Group and the BBGI Group
that are or may be forward looking statements. These statements are based on
the current expectations of the management of the Bidco Group and the BBGI
Group and are naturally subject to uncertainty and changes in circumstances.
All statements, including the expected timing and scope of the Offer, other
than statements of historical facts included in this Announcement, may be
forward looking statements. Without limitation, any statements preceded or
followed by or that include the words "targets", "plans", "believes",
"expects", "aims", "intends", "will", "may", "should", "would", "could",
"anticipates", "estimates", "projects", "strategy" or words or terms of
similar substance or the negative thereof are forward looking statements.
Forward looking statements may include statements relating to the following:
(i) future capital expenditures, expenses, revenues, earnings, synergies,
economic performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management strategies and the
expansion and growth of the Bidco Group's and the BBGI Group's operations and
potential synergies resulting from the Offer; and (iii) the effects of
government regulation on the Bidco Group's and the BBGI Group's business.
Such forward looking statements are not guarantees of future performance. By
their nature, because they relate to events and depend on circumstances that
will occur in the future, such forward looking statements involve risks and
uncertainties that could significantly affect expected results and are based
on certain key assumptions. Many factors could cause actual results and
developments to differ materially from those projected or implied in any
forward looking statements. These factors include, but are not limited to, the
satisfaction of the conditions to the Offer, as well as additional factors,
such as changes in political and economic conditions, changes in the level of
capital investment, retention of key employees, changes in customer habits,
success of business and operating initiatives and restructuring objectives,
impact of any acquisitions or similar transactions, changes in customers'
strategies and stability, competitive product and pricing measures, changes in
the regulatory environment, fluctuations or interest and exchange rates and
the outcome of any litigation. Other unknown or unpredictable factors could
cause actual results to differ materially from those in the forward-looking
statements. Due to such uncertainties and risks, readers are cautioned not to
place undue reliance on such forward looking statements, (which speak only as
of the date hereof) and neither any member of the Bidco Group nor any member
of the BBGI Group (nor any of their respective directors, officers, employees
or advisers) provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied by the forward looking
statements will actually occur. Further, each member of the Bidco Group and
each member of the BBGI Group disclaims any obligation to update publicly or
revise any forward looking or other statements contained herein, whether as a
result of new information, future events or otherwise, except as required by
applicable law.
All subsequent oral or written forward looking statements attributable to any
member of the Wider Bidco Group or the Wider BBGI Group, or any of their
respective directors, officers, employees or advisers, are expressly qualified
in their entirety by the cautionary statement above.
No profit forecasts or profit estimates
No statement in this Announcement is intended as a profit forecast or profit
estimate for any period and no statement in this Announcement should be
interpreted to mean that earnings or earnings per share for BBGI for the
current or future financial years would necessarily match or exceed the
historical published earnings or earnings per share for BBGI.
Purchases outside the Offer
Bidco or its nominees or brokers (acting as agents) may purchase BBGI Shares
or BBGI Share Awards otherwise than under the Offer, such as in the open
market or through privately negotiated purchases. Such purchases shall comply
with the terms of the Implementation Agreement and the Listing Rules.
Information relating to BBGI Shareholders
Please be aware that addresses, electronic addresses and certain other
information provided by BBGI Shareholders, persons with information rights and
other relevant persons for the receipt of communications from BBGI may be
provided to Bidco during the Offer Period.
Publication on website and availability of hard copies
A copy of this Announcement, the Offer Document and certain other documents
relating to the Offer will be available free of charge, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
BBGI's website at https://www.bb-gi.com/investors/offer/ by no later than
12.00 p.m. on the Business Day following this Announcement. The Offer
Document is expected to be published as soon as reasonably practicable and in
any event within 28 days after the date of this Announcement. Neither the
content of any website referred to in this Announcement nor the content of any
website accessible from hyperlinks is incorporated into, or forms part of,
this Announcement.
BBGI Shareholders may request a hard copy of this Announcement by contacting
the Registrar on +44 (0) 371 664 0321. Calls outside the United Kingdom will
be charged at the applicable international rate. The helpline is open between
8.30 a.m. to 5.30 p.m., Monday to Friday, excluding public holidays in
England and Wales. Please note that the Registrar cannot provide any
financial, legal or tax advice and calls may be recorded and monitored for
security and training purposes.
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.
Time
All times shown in this Announcement are to London time, unless otherwise
stated.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
THE TRANSACTION TO WHICH THIS ANNOUNCEMENT RELATES IS NOT SUBJECT TO THE UK
CITY CODE ON TAKEOVERS AND MERGERS
FOR IMMEDIATE RELEASE
6 February 2025
RECOMMENDED CASH OFFER
for
BBGI Global Infrastructure S.A. ("BBGI")
by
Boswell Holdings 3 S.C.Sp. ("Bidco")
(acting by its general partner Boswell Holdings 3 GP S.à r.l.)
which is a newly formed special limited partnership indirectly controlled by
British Columbia Investment Management Corporation ("BCI")
1 Introduction
BCI and BBGI are pleased to announce that they have reached agreement on the
terms of a recommended all cash offer to be made by Bidco for the entire
issued and to be issued share capital of BBGI (the "Offer"). Bidco is a
special limited partnership (société en commandite spéciale) existing under
the laws of Luxembourg, formed for the purposes of making the Offer and is
indirectly controlled by BCI. Further details in relation to BCI and Bidco are
set out in paragraph 8 of this Announcement.
2 The Offer
Under the terms of the Offer, which will be subject to Conditions and further
terms set out in Appendix I to this Announcement and to be set out in the
Offer Document, BBGI Shareholders who accept the Offer will be entitled to
receive:
for each BBGI Share held: 147.5 pence in cash (the "Offer Price")
The Offer values the entire issued and to be issued share capital of BBGI at
approximately £1.062 billion on a fully diluted basis, and represents a
premium of approximately:
· 21.1 per cent. to the Closing Price per BBGI Share of 121.8 pence
on 5 February 2025 (being the last Business Day prior to the date of this
Announcement); and
· 20.1 per cent. to the three-month volume weighted average price of
122.9 pence per BBGI Share to 5 February 2025 (being the last Business Day
prior to the date of this Announcement).
Further, the Offer values BBGI at a premium of 3.4 per cent. to BBGI's
unaudited estimated net asset value per BBGI Share of 142.7 pence as at 31
December 2024 (the "Estimated 31 December 2024 Net Asset Value"). The
Estimated 31 December 2024 Net Asset Value reflects a BBGI Management Board
estimate of BBGI's net asset value as at 31 December 2024. This is based on
unaudited financial information and using the same valuation methodology
applied to the year-end audited net asset value in prior reporting periods.
The Estimated 31 December 2024 Net Asset Value has been calculated by updating
the value of the portfolio with management's estimates of the known valuation
inputs such as foreign exchange rates, macroeconomic assumptions, portfolio
performance, updated operating assumptions and discount rates. The portfolio
value has been reviewed by BBGI's independent valuer.
As such, the BBGI Management Board does not expect the final audited net asset
value to differ materially from the Estimated 31 December 2024 Net Asset
Value. However, this expectation is dependent upon no further valuation
changes being required by the BBGI Management Board during the year-end
results process, or adjustments to the Estimated 31 December 2024 Net Asset
Value being required as a result of the audit procedures carried out by BBGI's
external auditor which are currently underway but have not yet concluded. The
audited net asset value is expected to be published alongside BBGI's results
on 28 March 2025.
The review by BBGI's independent valuer referred to above does not constitute
a valuation report for the purposes of Rule 29 of the Code nor will such a
valuation report be included in the Offer Document.
The Offer will be implemented by way of a contractual tender offer on the
terms and conditions set out in this Announcement and to be set out in the
Offer Document.
The Offer is conditional on, amongst other things: (i) BBGI Shareholders
having approved, at the General Meeting, the Resolutions to authorise the
Asset Sale and to approve the appointments of Bidco's nominees to the BBGI
Supervisory Board (with effect from the cancellation of the listing of BBGI
Shares on the Official List and from trading on the Main Market of the London
Stock Exchange) (the "Resolutions"); (ii) Bidco having received valid
acceptances (which have not been withdrawn) in respect of the BBGI Shares,
which when taken together with any other shares acquired or agreed to be
acquired by Bidco during the Offer Period (whether pursuant to the Offer or
otherwise), will result in Bidco holding at least 90 per cent. of the BBGI
Shares and voting rights then normally exercisable at a general meeting of
BBGI (or such lesser percentage as Bidco may, subject to the Implementation
Agreement, decide); and (iii) the further Conditions set out in Appendix I of
this Announcement, including the receipt of the relevant merger control and
foreign investment clearances, as applicable, in Germany, Canada, Australia
and the United Kingdom.
The BBGI Shares will be acquired under the Offer fully paid and free from all
liens, equities, charges, encumbrances, options, rights of pre-emption and any
other third party rights and interests of any nature and together with all
rights now or hereafter attaching or accruing to them, including, without
limitation, voting rights and the right to receive and retain in full all
dividends and other distributions (if any) declared, made or paid, or any
other return of value made on or after the date of this Announcement. Bidco
reserves the right to reduce the Offer Price by the amount of any dividend (or
other distribution or return of capital) which is paid or made or becomes
payable or liable to be made by BBGI to BBGI Shareholders after the
Announcement Date.
BBGI expects to declare its interim dividend relating to the period 1 July
2024 to 31 December 2024 prior to the completion of the Offer and in such
event the Offer Price will be reduced by the value of this interim dividend.
It is expected that the dividend will be declared in February 2025 and paid in
April 2025. As this potential dividend had not been declared or paid by 31
December 2024, the liability for this dividend has not been provided for in
BBGI's Estimated 31 December 2024 Net Asset Value.
The Offer Price for each BBGI Share validly tendered (and not validly
withdrawn) in accordance with the terms and conditions of the Offer will be
payable in Sterling.
The Offer Document, containing further information about the Offer, will be
sent to BBGI Shareholders in due course and will be made available by BBGI on
its website at https://www.bb-gi.com/investors/offer/.
3 Irrevocable undertakings
Bidco has received irrevocable undertakings from the members of the BBGI
Management Board and the BBGI Supervisory Board (together, the "BBGI Boards")
holding, in aggregate, 2,611,023 BBGI Shares representing approximately 0.4
per cent. of the existing issued share capital of BBGI on 5 February 2025
(being the latest practicable date prior to publication of this Announcement)
to accept, or to procure acceptances of, the Offer and to vote or procure
votes in favour of the Resolutions to be proposed at the General Meeting.
These irrevocable undertakings remain binding in the event of a competing
offer.
Further details of these irrevocable undertakings are set out in Appendix III
to this Announcement.
4 Application of the Code and the Luxembourg law on takeover
bids
BBGI has its registered office in Luxembourg and, as a result, is not subject
to the UK City Code on Takeovers and Mergers (the "Code"). Accordingly, the
Code does not apply to the Offer by Bidco for BBGI and the transactions set
out in this Announcement are not subject to the jurisdiction of, or being
regulated by, the UK Panel on Takeovers and Mergers (the "Takeover Panel").
However, Bidco and BBGI have agreed, to the extent and subject to the terms
set out in the Implementation Agreement, that the Offer will be implemented in
compliance with certain key requirements of the Code.
In particular, Bidco may not invoke a Condition to the Offer (other than the
Acceptance Condition, the Shareholder Approval Condition or the Conditions at
paragraphs 2(a) to 2(e) of Part B of Appendix I (the "Regulatory Conditions")
so as to cause the Offer not to proceed, to lapse or to be withdrawn unless
the circumstances which give rise to the right to invoke the Condition are of
material significance to Bidco in the context of the Offer, in accordance
with the requirements of the Code and the custom and practice of the Takeover
Panel. Whether or not such Condition can be invoked would be determined, in
the event of any disagreement, by an independent third party expert, in
accordance with the Implementation Agreement.
As the BBGI Shares are listed exclusively on the Main Market of the London
Stock Exchange, which is a regulated market that is located outside of a
Member State, the Offer falls outside the scope of the Luxembourg law of 19
May 2006 on takeover bids, as amended. Further details are set out in
paragraph 17 of this Announcement.
5 Background to and reasons for the Offer
BCI has closely followed BBGI over many years and believes BBGI is a
high-quality and well-established owner of core infrastructure projects
awarded under public-private partnership ("PPP") programmes, underpinned by
long-term government-backed concession contracts with a focus on
availability-style revenue schemes.
BBGI's portfolio is diversified across the United Kingdom, Canada, Germany,
Australia, the Netherlands, Norway and the US, which are stable and
well-developed operating markets and have allowed BBGI the opportunity to
develop critical mass in each region. BBGI combines a stable, inflation-linked
long-term cash flows profile from existing assets with the opportunity to
invest to support new core infrastructure opportunities.
These characteristics make BBGI an attractive asset for BCI and its
Infrastructure and Renewable Resources ("I&RR") team, which aims to
achieve long-term stable returns within the context of a low to moderate-risk
portfolio of global investments.
Furthermore, BCI recognises that BBGI's high-quality portfolio of 56
availability-based assets in transportation and public service are essential
to the communities they serve and BCI is committed to operating and developing
these assets in a manner consistent with the expectations of end users, the
public, and central and local governments as well as other co-shareholders and
stakeholders. As an owner of major and strategic infrastructure assets
globally, BCI has significant expertise in this area.
BCI attaches great importance to the skills and capabilities of the BBGI
management team and BBGI's employees, and recognises their strong
relationships and track-record in the industry. BCI intends to support BBGI's
management and their strategy, supported by BCI's access to long-term capital.
BCI believes BBGI's growth and development will be best served as a private
business under Bidco's ownership, with access to capital and the benefit of a
long-term investment approach. This will allow it to continue to deliver on
its strategic objectives whilst enabling it to respond to the ongoing
structural changes in its industry in the medium and long term.
6 Background to and reasons for the Recommendation
Background
BBGI was launched in 2011 with the aim of delivering an annualised net asset
value total return of 7-8 per cent. through actively managing a diversified
portfolio of operational (or near operational) PPP assets and selectively
investing in new, value-accretive investments. Having raised £212 million at
its IPO in December 2011, BBGI acquired a portfolio of 19 projects from
Bilfinger Berger, including assets in the health, schools, justice and
emergency services sectors and roads located in Europe, Canada and Australia.
Since the IPO, BBGI has successfully grown to be one of the largest UK listed
infrastructure funds, with 56 assets across 5 different geographies and an
estimated portfolio value of £993 million (as at 31 December 2024) and has
delivered a total net asset value return since its IPO of 176.3 per cent.,
equating to a 8.1 per cent. return on an annualised basis.
Today, BBGI has a globally-diversified portfolio of low-risk, fully
operational, availability-style social infrastructure investments, underpinned
by high-credit quality public-sector counterparties through PPP or similar
procurement models. The assets benefit from a consistent and long-term stream
of cash flows with a high degree of visibility, with the contractual cash
flows being resilient, indexed to inflation and inherently defensive. The
assets continue to perform well, having delivered net asset value total
returns in-line with BBGI Management Board's expectations and have provided
BBGI Shareholders with progressive and fully cash-covered dividends for over a
decade.
From IPO to April 2023, BBGI's share price regularly traded at a premium to
its underlying net asset value, reflecting BBGI's strong operational track
record, its disciplined approach to portfolio composition and investors'
appetite for a defensive and geographically diversified portfolio of core
infrastructure assets providing stable, predictable and inflation-linked cash
flows. In addition BBGI has benefitted from its internal management model
which helps align the interests of the management team and underlying
stakeholders with a focus on portfolio construction and shareholder value
rather than simply growing assets under management.
Recent market performance
In the last two years, BBGI and the wider listed infrastructure sector has
been challenged by a number of factors which, among others, include:
· Challenging macroeconomic conditions - Over the last three years
there has been a widespread de-rating of share prices amongst the UK listed
investment funds invested across all alternative asset classes. This is a
result of a number of key factors including: a rapid rise in interest rates
which has resulted in a higher cost of capital for investors and provides
investors with the opportunity to obtain sustainable income though alternative
sources and persistent negative equity fund flows from the UK which has
particularly impacted index constituents.
· Access to Equity Capital Markets - The discount to net asset value at
which BBGI Shares have persistently traded in recent years has limited BBGI's
ability to issue new equity. An absence of new equity capital has restricted
the volume of acquisitions BBGI can consider, and with an absence of new
acquisitions, the decline in average portfolio life across the portfolio has
accelerated from historical levels.
· Finite Project Lives - PPP assets have fixed concession lives
creating finite cash flows which conclude at the end of each concession term.
This has been reflected in a gradual decline of the weighted average portfolio
life since IPO. Over time, as concessions expire and assuming no access to
capital and no further investments, eventually the net asset value of the
business should be expected to decline on an annual basis given the amortising
nature of BBGI's assets.
As a potential solution to some of these issues BBGI has been considering new
investments with slightly different characteristics to the existing portfolio
in a similar way to some of its existing UK listed peers. However, the BBGI
Boards are conscious that such investments may introduce different risk
profiles to the portfolio and may be perceived as a strategic shift from the
low risk availability focused approach pursued since IPO.
The BBGI Boards believe that a combination of these foregoing factors has
contributed to the discount to net asset value at which BBGI's Shares traded
prior to the commencement of the Offer Period.
Factors considered by the BBGI Boards
It was against this backdrop that BBGI received an initial proposal from BCI.
After a period of negotiation it was concluded that both of the BBGI Boards
would be minded to recommend an offer from BCI of 147.5 pence per share. The
announcement of the Offer was subject to a number of pre-conditions, including
agreement with respect to the terms of the transaction and due diligence. The
aggregate value of the Offer being made available to BBGI Shareholders has
been maintained throughout this process.
Although both the BBGI Supervisory Board and the BBGI Management Board are
confident that BBGI can continue to deliver sustainable cash flows to its
Shareholders, the BBGI Boards believe that the Offer provides BBGI
Shareholders with the opportunity to realise in cash the value of their
holdings, at an attractive value that is in excess of the reasonable medium
term prospects for BBGI on a standalone basis.
Both the BBGI Supervisory Board and the BBGI Management Board are also
confident that under BCI's ownership, BBGI will benefit from BCI's expertise
in infrastructure, global relationships, a platform that will help to retain
and attract additional talent, and provide sufficient access to capital that
allows for continued investment in new, value-accretive investments.
The financial terms of the Offer represent a premium of approximately:
· 21.1 per cent. to the Closing Price per BBGI Share of 121.8 pence on
5 February 2025 (being the last Business Day prior to the date of this
Announcement);
· 20.1 per cent. to the three-month volume weighted average price of
122.9 pence per BBGI Share to 5 February 2025 (being the last Business Day
prior to the date of this Announcement); and
· 3.4 per cent. to the Estimated 31 December 2024 Net Asset Value per
BBGI Share of 142.7 pence as at 31 December 2024.
Therefore, after careful consideration together with its financial adviser,
both the BBGI Supervisory Board and the BBGI Management Board have concluded
that the Offer is in the best interests of BBGI Shareholders and BBGI as a
whole.
Reasons for recommending shareholders vote in favour of the Resolutions
Given the absence of any existing statutory or regulatory procedures to
compulsorily acquire the BBGI Shares of non-accepting BBGI Shareholders, it
was a requirement of Bidco for making the Offer that a mechanism would be
agreed by which Bidco could obtain ownership and control of all of the assets
and undertaking of BBGI following the Offer becoming unconditional. Bidco and
BBGI have worked together with their respective advisers to agree a mechanism
- the Asset Sale - whereby Bidco could, effectively, acquire 100 per cent.
ownership and control of BBGI's assets and undertaking in such
circumstances. BBGI and BCI have therefore agreed pursuant to the
Implementation Agreement that BBGI will convene a General Meeting of BBGI
Shareholders to consider, and if thought fit approve, the Resolutions, which
include a Resolution authorising the sale by BBGI, directly or indirectly, of
all or any of its assets and undertaking to Bidco (or an affiliate of Bidco),
subject to the Offer becoming unconditional and the cancellation of (i) the
listing of the BBGI Shares on the Official List and (ii) trading of the BBGI
Shares on the Main Market of the London Stock Exchange, at fair value and
otherwise on such terms and conditions as the BBGI Management Board may deem
fit (the "Asset Sale").
If implemented, such Asset Sale is intended to be effected on arm's length
terms reflecting the fair value of the assets and undertaking of BBGI at the
relevant time. As noted above, both the BBGI Supervisory Board and the BBGI
Management Board have concluded that the Offer is in the best interests of
BBGI Shareholders and BBGI stakeholders as a whole and unanimously recommend
that BBGI Shareholders accept the Offer and accordingly, both the BBGI
Supervisory and BBGI Management Boards further recommend that BBGI
Shareholders vote in favour of the Resolutions to be proposed at the General
Meeting in order to ensure the Shareholder Approval Condition is satisfied.
BBGI Shareholders should note that there can be no certainty that Bidco and/or
BBGI will elect to implement the Asset Sale following the Offer becoming
unconditional, or that, even if the Asset Sale is implemented, the proceeds of
the Asset Sale will necessarily be distributed by BBGI (whether by way of a
dividend or other distribution, or a repayment of capital, and whether in a
liquidation of BBGI or otherwise), or that if the proceeds of the Asset Sale
are distributed by BBGI, BBGI Shareholders that have not accepted the Offer
would receive the same amount in respect of their BBGI Shares as they would
otherwise have received had they accepted the Offer.
BBGI Shareholders are therefore strongly encouraged to accept the Offer and to
vote in favour of the Resolutions to be proposed at the General Meeting.
BBGI will publish a circular to be sent to BBGI Shareholders convening the
General Meeting in due course. It is anticipated that such circular will be
published concurrently with the Offer Document.
7 Recommendation
The BBGI Supervisory Board and BBGI Management Board, who have been so advised
by Jefferies as to the financial terms of the Offer, consider the terms of the
Offer to be fair and reasonable. In providing advice to the BBGI Boards,
Jefferies has taken into account the commercial assessments of the BBGI
Boards. Jefferies is providing independent financial advice to the BBGI
Boards.
Accordingly, the BBGI Boards intend to unanimously recommend that BBGI
Shareholders accept the Offer and vote in favour of the Resolutions to be
proposed at the General Meeting, as the members of the BBGI Boards who hold
BBGI Shares have irrevocably undertaken to do, or procure to be done, in
respect of their own beneficial holdings of BBGI Shares.
8 Information on BCI and Bidco
BCI
BCI is amongst the largest institutional investors in Canada, with CAD $250
billion in gross assets under management as of 31 March 2024. BCI manages a
portfolio of diversified public and private market investments on behalf of
its British Columbia public pension fund and institutional clients.
Based in Victoria, British Columbia, BCI is a responsible investor, investing
in all major asset classes including fixed income, public equities, private
equity, real estate equity, real estate debt, infrastructure and renewable
resources. With offices in Victoria, Vancouver, New York and London, BCI has a
global reach and broad investment scope.
BCI's investment in BBGI will be made by BCI's I&RR program, which invests
in tangible long-life assets that include a portfolio of direct investments in
companies across a variety of sectors spanning regulated utilities, energy,
telecommunications, transportation, timberlands and agri-businesses. All
figures as at 31 March 2024.
Bidco
Bidco is a special limited partnership existing under the laws of Luxembourg
indirectly controlled by BCI and established for the purpose of making the
Offer.
9 Information on BBGI
BBGI is a responsible infrastructure investment company in the form of a
public company limited by shares (société anonyme) qualifying as an
investment company with variable capital (société d'investissement à
capital variable) existing under the laws of Luxembourg. BBGI is a constituent
of the FTSE 250 that invests in and actively manages for the long-term a
globally diversified, low-risk portfolio of essential social infrastructure
investments.
BBGI is committed to delivering stable and predictable cash flows with
progressive long-term dividend growth and attractive, sustainable, returns for
shareholders. BBGI has a proactive approach to preserving and enhancing the
value of its investments, and to delivering well-maintained social
infrastructure for communities and end users, whilst serving society by
supporting local communities.
All of BBGI's investments are supported by secure public sector-backed
contracted revenues, with high-quality inflation-linkage. BBGI's investment
portfolio is 100 per cent. operational with all its investments located across
highly rated investment grade countries with stable, well developed operating
environments.
10 Management, employees and locations
BCI's strategic plans for BBGI
BCI believes BBGI is a high-quality business with a combination of an
attractive, established portfolio of core infrastructure assets and a
development platform with opportunities for further growth. BCI intends to
support the growth ambitions of BBGI over the long-term.
In particular, BCI's access to long-term capital will enable BBGI to pursue a
range of investment opportunities globally following the completion of the
Offer. BCI believes that this support will enhance BBGI's long-term strategy
and accelerate its growth.
Prior to this Announcement, and consistent with market practice, BCI has been
granted access to BBGI's senior management for the purposes of confirmatory
due diligence. Following completion of the Offer, BCI intends to work with
BBGI's management team to undertake a detailed review of BBGI's portfolio to
assess strategic opportunities for existing assets (which may include limited
disposals, although no decisions have been reached at this stage), an
assessment of growth opportunities for existing assets, a review of the
pipeline for additional core infrastructure assets, and a review of BBGI 's
corporate and support functions.
Further, following the completion of the Offer, Bidco and BBGI may undertake
the Asset Sale as described in paragraph 15. This Asset Sale would have no
impact on the employees or management of BBGI or operation of BBGI's assets.
Employees and management
BCI attaches great importance to the skills and experience of the employees
and management team at BBGI, and recognises that the employees and management
have been, and will continue to be, key to the continued success of BBGI
following the completion of the Offer. The quality of the team at BBGI is an
important part of the rationale for the Offer and BCI is excited to partner
with them going forward.
Subject to the outcome of the review referred to above, BCI does not intend to
make any material reduction to the headcount or any material change to the
conditions of employment or to the balance of skills and functions of BBGI's
employees or management.
The members of the BBGI Supervisory Board have agreed to resign as directors
with effect from the date of cancellation of (i) the listing of the BBGI
Shares on the Official List and (ii) trading of the BBGI Shares on the Main
Market of the London Stock Exchange (which is expected to take effect 20
Business Days following the date on which the Offer becomes or is declared
unconditional). Subject to the approval of the Resolutions at the General
Meeting and the approval of Bidco's nominees to the BBGI Supervisory Board by
the CSSF, Bidco's nominees will be appointed as members of the BBGI
Supervisory Board with effect from the same date.
BBGI does not operate a defined benefit pension scheme. BCI does not currently
intend to make any changes to the BBGI Group's existing pension scheme
contributions.
Retention arrangements
Following completion of the Offer, Bidco intends to implement the Management
Arrangements described in paragraph 11 of this Announcement.
Locations and headquarters
BCI does not intend to undertake any material change in the locations of
BBGI's fixed assets or places of business, subject to the outcome of the
detailed review mentioned above. Bidco does not intend to change the location
or functions of BBGI's headquarters in Luxembourg.
Trading facilities
BBGI is currently listed on the Official List and admitted to trading on the
London Stock Exchange's main market for listed securities and, as set out in
paragraph 15 below, subject to the Offer becoming unconditional, an
application will be made to the FCA for the cancellation of (i) the listing of
the BBGI Shares on the Official List and (ii) trading of the BBGI Shares on
the London Stock Exchange.
11 Management arrangements
Bidco believes that the ongoing participation of the senior management of BBGI
is a key element in executing its long term strategy for the BBGI Group. As a
result, Bidco has entered into discussions with certain members of the senior
executive management team with respect to certain management retention
arrangements to be put in place following completion of the Offer and/or the
Asset Sale.
Under the proposed retention arrangements, senior executives of BBGI will
reinvest a material proportion of their net after tax proceeds from
accelerated BBGI Share Awards and other incentive payments alongside Bidco in
an equity-linked incentive plan. Certain vesting and leaver provisions will
apply. Further details of the proposed management arrangements will be
included in the Offer Document, as appropriate.
Information about the effect of the Offer on the interests of the members of
the BBGI Management Board will be included in the Offer Document.
12 BBGI Share Plans
The Offer also extends to any BBGI Shares which are unconditionally allotted
or issued and fully paid (or legally deemed as being fully paid up) on or
before the date on which the Offer becomes or is declared unconditional
including any such BBGI Shares allotted or issued pursuant to the vesting or
exercise of existing BBGI Share Awards granted under the BBGI Share Plans.
Participants in the BBGI Share Plans will be contacted regarding the effect of
the Offer on their rights under the BBGI Share Plans and appropriate proposals
will be made to such participants in due course.
13 Financing of the Offer
The cash consideration payable by Bidco pursuant to the Offer will be funded
from equity contributed to Bidco by BCI and debt facilities made available to
Bidco by certain lenders. Further information regarding these arrangements
will be included in the Offer Document.
RBC and PwC, in their capacity as financial advisers to Bidco, are each
satisfied that sufficient resources are available to Bidco to enable Bidco to
satisfy in full the cash consideration payable to BBGI Shareholders under the
terms of the Offer.
The statements made by RBC and PwC in the paragraph above are given solely
with regard to UK market practice followed by financial advisers when
providing a cash confirmation statement pursuant to Rules 2.7(d) and 24.8 of
the Code for transactions that are governed by the Code and without regard to
any other laws, rules or regulations of any jurisdiction.
14 Further Terms and Conditions of the Offer
The Offer will be subject to the Conditions and further terms set out in
Appendix I of this Announcement and the full terms and conditions to be set
out in the Offer Document.
The Offer will lapse unless all of the Conditions have been fulfilled or,
where permitted, waived or, where appropriate, have been determined by Bidco
to be or remain satisfied, by the earlier of 1.00 p.m. (London time) on the
Unconditional Date and 1.00 p.m. (London time) on the Long-Stop Date.
Appendix II of this Announcement contains the bases and sources of certain
financial information contained in this Announcement. Certain terms used in
this Announcement are defined in Appendix IV to this Announcement.
The Offer will be governed by English law. The Offer will also be subject to
the applicable requirements of the Listing Rules, the London Stock Exchange
and the FCA.
15 Cancellation of listing and Asset Sale
Delisting
If the Offer becomes unconditional, applications will be made for the
cancellation of (i) the listing of the BBGI Shares on the Official List and
(ii) trading of the BBGI Shares on the Main Market of the London Stock
Exchange.
It is expected that such cancellation of listing and admission to trading will
take effect no earlier than 20 Business Days after the date on which the
Offer becomes unconditional. BBGI will make an announcement through a
Regulatory Information Service confirming the anticipated date of
cancellation.
The cancellation of listing and admission to trading of the BBGI Shares from
the Official List and the London Stock Exchange's Main Market is expected to
significantly reduce the liquidity and marketability of any BBGI Shares in
respect of which the Offer has not at such time been accepted.
Asset Sale
As BBGI is incorporated in Luxembourg and its shares are listed exclusively on
the Main Market of the London Stock Exchange, there is no procedure for Bidco
to compulsorily acquire the BBGI Shares of non-accepting BBGI Shareholders in
the event that the Offer becomes unconditional, as there would be in a similar
transaction involving a public company incorporated in the United Kingdom.
As set out above, Bidco and BBGI have agreed that (i) in circumstances where
the Offer has become unconditional and admission and listing of BBGI Shares to
the Official List and the London Stock Exchange's Main Market have been
cancelled, and (ii) in light of the recommendation by the BBGI Boards that
BBGI Shareholders should accept the Offer, the potential implementation of the
Asset Sale is an appropriate basis for Bidco to acquire ownership and control
of all of the assets and undertaking of BBGI.
Accordingly, under the Implementation Agreement, among other things, BBGI has
undertaken to convene a general meeting of BBGI Shareholders to consider and
if thought fit approve a Resolution authorising the Asset Sale. If
implemented, such Asset Sale is intended to be effected on arm's length terms
reflecting the fair value of the assets and undertaking of BBGI at the
relevant time.
There can be no certainty that Bidco and/or BBGI will elect to implement the
Asset Sale following the Offer becoming unconditional, or that, even if the
Asset Sale is implemented, the proceeds of the Asset Sale will necessarily be
distributed by BBGI (whether by way of a dividend or other distribution, or a
repayment of capital, and whether in a liquidation of BBGI or otherwise), or
that if the proceeds of the Asset Sale are distributed by BBGI, BBGI
Shareholders that have not accepted the Offer would receive the same amount in
respect of their BBGI Shares as they would have received had they accepted the
Offer.
In light of the above, BBGI Shareholders are therefore strongly encouraged to
accept the Offer prior to the Unconditional Date, in order to avoid holding
illiquid BBGI Shares and to ensure that they realise value for their BBGI
Shares in cash at a premium pursuant to the Offer and under the proposed Offer
timetable.
16 Overseas Shareholders
The availability of the Offer and the distribution of this Announcement to
persons not resident in the United Kingdom may be affected by the laws and
regulations of the relevant jurisdiction. Such persons should inform
themselves about, and observe, any applicable legal or regulatory
requirements. BBGI Shareholders who are in any doubt regarding such matters
should consult an appropriate independent professional adviser in the relevant
jurisdiction without delay.
This Announcement does not constitute an offer for sale of any securities or
an offer or an invitation to purchase any securities. BBGI Shareholders are
advised to read carefully the Offer Document, and the forms of proxy once
these have been dispatched.
17 Offer-related arrangements
Confidentiality Agreement
BCI and BBGI entered into a confidentiality agreement on 13 December 2024 (the
"Confidentiality Agreement") pursuant to which BCI has undertaken to keep, and
to procure that certain of its representatives keep, confidential information
relating to BBGI and/or to the Offer, to use such information solely for the
agreed purposes in relation to the Offer and not to disclose it to third
parties (with certain exceptions). These confidentiality obligations will
remain in force for a period of 18 months from the date of the Confidentiality
Agreement. The Confidentiality Agreement contains standstill provisions which
restricted BCI from acquiring or offering to acquire interests in certain
securities of BBGI for a period of 12 months from the date of the
Confidentiality Agreement; those restrictions have now ceased to apply.
Implementation Agreement
Bidco and BBGI entered into the Implementation Agreement on the date of this
Announcement. Under the Implementation Agreement, the parties have agreed to
conduct themselves and the Offer as if the Offer were subject to certain
requirements of the Code, notwithstanding that the Code does not apply to the
Offer. The parties have also agreed to dis-apply certain Rules of the Code in
connection with the Offer, including, Rules 21.2, 21.3, 26 (save for the
publication on documents referred to in this Announcement), 27, 28 and 29. The
parties have also agreed that Rule 16.2 will apply to the Management
Arrangements to the extent such arrangements require a fair and reasonable
opinion.
The Implementation Agreement also contains certain undertakings, assurances
and confirmations among the parties, including with respect to the
implementation of the Offer and to the satisfaction of the Conditions. In
particular, the Implementation Agreement provides that Bidco may not invoke a
Condition to the Offer (other than the Acceptance Condition, the Shareholder
Approval Condition or the Regulatory Conditions) so as to cause the Offer not
to proceed, to lapse or to be withdrawn unless the circumstances which give
rise to the right to invoke the Condition are of material significance to
Bidco in the context of the Offer, in accordance with the requirements of the
Code and the custom and practice of the Takeover Panel.
The Implementation Agreement provides for an escalation procedure in
circumstances where any disagreement or dispute arises between the parties in
relation to the requirements, interpretation or the application of the Code to
the Offer (including in relation to the invocation of certain of the
Conditions to the Offer), requiring the joint appointment of an appropriately
qualified expert to make a determination on the disagreement or dispute.
The Implementation Agreement also provides for certain arrangements concerning
the BBGI Share Plans as further described in paragraph 12 of this
Announcement.
The Implementation Agreement may be terminated in certain circumstances
including (i) by agreement in writing between the parties; (ii) if the BBGI
Boards withdraw, modify or qualify their recommendation that BBGI Shareholders
accept the Offer and vote in favour of the Resolutions; or (iii) where the
Offer is withdrawn, is terminated or lapses.
18 Documents available on website
A copy of this Announcement, the Offer Document and certain other documents
relating to the Offer, will be made available on BBGI's website at
https://www.bb-gi.com/investors/offer/ until the end of the Offer Period.
19 Expected Timetable
It is expected that the Offer Document will be published as soon as reasonably
practicable following the date of this Announcement and in any event within 28
days following the date of this Announcement and that the General Meeting of
BBGI Shareholders to consider and vote to approve the Resolutions, will be
held in Q1 2025.
An expected timetable of principal events will be included in the Offer
Document.
20 General
Your attention is drawn to the further information contained in the
Appendices, which form part of, and should be read in conjunction with, this
Announcement.
BBGI confirms that as at 5 February 2025, BBGI had 714,876,634 BBGI Shares in
issue (excluding shares held in treasury). The ISIN for BBGI Depositary
Interests is LU0686550053 and the LEI is 529900CV0RWCOP5YHK95.
Please be aware that addresses, electronic addresses and certain other
information provided by BBGI Shareholders, persons with information rights and
other relevant persons for the receipt of communications from BBGI may be
provided to Bidco during the Offer Period.
21 Consent
RBC, PwC, Jefferies and Winterflood have each given and not withdrawn their
consent to the publication of this Announcement with the inclusion in it of
the respective references to their names and (where applicable) the advice
provided by them in the form and context in which they appear.
Enquiries:
BCI +1 778 410 7310
Olga Petrycki (Director, & Brand Communications) media@bci.ca
RBC Capital Markets +44 20 7653 4000
(Financial adviser to BCI and Bidco)
Philip Turville
Mark Rushton
Matthew Coakes
Samuel Jackson
PwC +44 20 7583 5000
(Financial adviser to BCI and Bidco)
James Pincus
Jon Raggett
Nitin Premchandani
BBGI +352 263 479-1
Duncan Ball (Chief Executive Officer) duncan.ball@bb-gi.com (mailto:duncan.ball@bb-gi.com)
Jefferies International Limited +44 (0) 20 7029 8000
(Financial Adviser & Corporate Broker to BBGI
Philip Noblet
Dai Clement
Tom Yeadon
Thomas Bective
H/Advisors Maitland +44 (0) 7747 113 930
(PR Advisor to BBGI)
James Benjamin BBGI-maitland@h-advisors.global (mailto:BBGI-maitland@h-advisors.global)
Winterflood +44 (0) 203 100 0000
(Corporate Broker to BBGI)
Neil Langford
Weil, Gotshal & Manges (London) LLP is providing English legal advice and
Elvinger Hoss Prussen S.A. is providing Luxembourg legal advice to Bidco and
BCI. Norton Rose Fulbright LLP is providing English legal advice and A&O
Shearman SCS is providing Luxembourg legal advice to BBGI.
Important notices
RBC Europe Limited (trading as RBC Capital Markets) ("RBC"), which is
authorised and regulated by the Prudential Regulatory Authority and the FCA in
the United Kingdom, is acting exclusively for BCI and Bidco and for no one
else in connection with the matters referred to in this Announcement and will
not be responsible to anyone other than BCI and Bidco for providing the
protections afforded to clients of RBC, or for providing advice in connection
with the matters referred to in this Announcement. Neither RBC nor any of its
affiliates (nor their respective directors, officers, employees or agents)
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 RBC in connection with this Announcement,
any statement contained herein or otherwise.
PricewaterhouseCoopers LLP ("PwC") which is authorised and regulated by the
FCA in the United Kingdom, is acting exclusively for BCI and Bidco and for no
one else in connection with the matters referred to in this Announcement and
will not be responsible to anyone other than BCI and Bidco for providing the
protections afforded to clients of PwC, or for providing advice in connection
with the matters referred to in this Announcement. Neither PwC nor any of its
affiliates (nor their respective directors, officers, employees or agents)
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 PwC in connection with this Announcement,
any statement contained herein or otherwise.
Jefferies International Limited ("Jefferies"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively for BBGI and
no one else in connection with the matters set out in this Announcement and
will not regard any other person as its client in relation to the matters in
this Announcement and will not be responsible to anyone other than BBGI for
providing the protections afforded to clients of Jefferies nor for providing
advice in relation to any matter referred to in this Announcement. Neither
Jefferies nor any of its affiliates (nor their respective directors, officers,
employees or agents) 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.
Winterflood, which is authorised and regulated by the FCA in the United
Kingdom, is acting exclusively for BBGI and no one else in connection with the
matters set out in this Announcement and will not regard any other person as
its client in relation to the matters in this Announcement and will not be
responsible to anyone other than BBGI for providing the protections afforded
to clients of Jefferies nor for providing advice in relation to any matter
referred to in this Announcement. Neither Winterflood nor any of its
affiliates (nor their respective directors, officers, employees or agents)
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 Winterflood in connection with this
Announcement, any statement contained herein or otherwise.
Application of the Code
BBGI has its registered office in Luxembourg and as a result, is not subject
to the Code. Accordingly, the Code does not apply to the Offer by Bidco for
BBGI and the transactions set out in this Announcement are not subject to the
jurisdiction of, or being regulated by, the Takeover Panel.
Dealing disclosure requirements of BBGI Shareholders
BBGI Shareholders are not obliged to make an Opening Position Disclosure or
dealing disclosures (as applicable) under the provisions of the Code. However,
market participants are requested to make disclosures of "dealings" as if the
Code applied and as if BBGI were in an "offer period" under the Code.
Disclosures made in relation to relevant securities of BBGI should be released
via a Regulatory Information Service using the headline "Document re: BBGI".
The headline "Form 8/8.3" should not be used. Any question regarding
completion of these forms should be raised with Jefferies on +44 (0) 20 7029
8000.
BBGI's website contains the form of disclosure requested which is
substantially in the form that would be required to make disclosures of
dealings if BBGI was subject to the Code. If you are in any doubt as to
whether or not you should disclose "dealings", you should contact an
independent financial adviser authorised by the FCA under the Financial
Services and Markets Act 2000 (or, if you are resident in a jurisdiction other
than the United Kingdom, a financial adviser authorised under the laws of such
jurisdiction). The guidance set out below follows the requirements of Rule 8
of the Code.
Any person who is "interested" in one per cent. or more of any class of
"relevant securities" of BBGI or of any "securities exchange offeror" (being
an "offeror" other than an "offeror" in respect of which it has been announced
that the "offer" is, or is likely to be, solely in "cash") is requested to
make an "Opening Position Disclosure" following the commencement of the Offer
Period which begins upon the release of this Announcement.
An "Opening Position Disclosure" should contain details of the person's
"interests" and short positions in, and rights to subscribe for, any "relevant
securities" of each of (i) BBGI and (ii) any "securities exchange offeror(s)".
Persons requested to make an "Opening Position Disclosure" are requested to
make such "Opening Position Disclosure" by no later than 3:30 p.m. on the
tenth "business day" following the release of this Announcement. Relevant
persons who undertake "dealings" in the relevant securities of BBGI or are a
"securities exchange offeror" prior to the deadline for making an "Opening
Position Disclosure" are requested instead to make a "Dealing Disclosure".
Any person is, or becomes "interested" (directly or indirectly) in one per
cent. or more of any class of "relevant securities" of an "offeree" or of any
"securities exchange offeror", is requested to make a "Dealing Disclosure" if
the person deals in any "relevant securities" of that "offeree" or of any
"securities exchange offeror". A "Dealing Disclosure" should 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 (i) BBGI and
(ii) any "securities exchange offeror", save to the extent that these details
have previously been disclosed. Such "Dealing Disclosure" should be made by no
later than 3:30 p.m. on the "business day" following the date of the relevant
transaction.
Accordingly, in the case of both an "Opening Position Disclosure" and any
"Dealing Disclosure", disclosures of interests in the BBGI Shares are
requested to be made.
If two or more persons to an agreement or understanding, whether formal or
informal, to acquire an "interest" in "relevant securities" of BBGI or a
"securities exchange offeror", they should be regarded to be a single person
for these purposes.
"Opening Position Disclosures" will be made by BBGI and by any "offeror", and
all "dealings" in "relevant securities" of BBGI by BBGI, by "offeror" of by
any persons "acting in concert" with any of them, will be disclosed in a
"dealing disclosure" by no later than 12:00 p.m. on the "business day"
following the date of the relevant transaction.
"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 and control of "securities", or by virtue of any
option in respect of, or derivative reference to, "securities".
Terms in quotation marks are defined in the Code, which can be found on the
website of the Takeover Panel. If you are in any doubt as to whether the
request to disclose a "dealing" by reference to the above applies to you, you
should contact an independent financial adviser authorized by the FCA under
the Financial Services and Markets Act 2000 (as amended).
Further information
This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to buy, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities, pursuant
to the Offer or otherwise, nor shall there be any purchase, sale, issuance or
exchange of securities or such solicitation in any jurisdiction in which such
offer, solicitation, sale, issuance or exchange would be unlawful prior to the
registration or qualification under the laws of such jurisdiction. The Offer
will be made solely by means of the Offer Document or any document by which
the Offer is made, which will contain the full terms and Conditions of the
Offer, including details of how to vote in respect of the Offer.
This Announcement has been prepared for the purpose of complying with English
law 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 the United Kingdom.
Bidco will prepare the Offer Document to be distributed to BBGI Shareholders.
BBGI and Bidco urge BBGI Shareholders to read the Offer Document when it
becomes available because it will contain important information relating to
the Offer. Any decision to accept the Offer or to vote in respect of the
Resolutions to be proposed at the General Meeting should be based on the
information contained in the Offer Document.
If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.
Each BBGI Shareholder is advised to consult its independent professional
adviser regarding the tax consequences to it (or to its beneficial owners) of
the Offer.
Overseas Shareholders
The release, publication or distribution of this Announcement in certain
jurisdictions may be restricted by law. Persons who are not resident in the
United Kingdom or who are subject to the laws of other jurisdictions should
inform themselves of, and observe, any applicable requirements. Further
details in relation to Overseas Shareholders will be contained in the Offer
Document. Any failure to comply with the applicable restrictions 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 Offer disclaim any responsibility or liability for the violation of
such restrictions by any person.
Unless otherwise determined by Bidco and permitted by applicable law and
regulation, the Offer will not be made available, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate the laws
in that jurisdiction and no person may vote in favour of the offer by any such
use, means, instrumentality or form within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the laws of
that jurisdiction. Accordingly, copies of this Announcement and all documents
relating to the Offer are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in, into or from a
Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this Announcement and all documents
relating to the Offer (including custodians, nominees and trustees) must
observe these restrictions and must not mail or otherwise distribute or send
them in, into or from such jurisdictions where to do so would violate the laws
in that jurisdiction.
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 (including, but not limited to, facsimile, e-mail or
other electronic transmission, telex or telephone) 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.
The Offer will be subject to the applicable terms, conditions and requirements
set out in the Offer Document, English law, the London Stock Exchange and the
FCA.
Notice to US Investors
The Offer is being made for securities in a Luxembourg company whose
securities are listed on the Official List and admitted to trading on the Main
Market of the London Stock Exchange. US BBGI Shareholders should be aware that
this Announcement and documentation relating to the Offer have been, or will
be, prepared in accordance with disclosure requirements, format and style that
differ from those in the United States. All financial information that is
included in this Announcement or that may be included or referred to in any
other documents relating to the Offer, have been, or will be, prepared, save
where Bidco and BBGI have expressly agreed otherwise, in accordance with
International Financial Reporting Standards adopted by the European Union and
therefore may not be comparable to financial statements of US companies or
companies whose financial statements are prepared in accordance with US GAAP.
The Offer, if required to be made, will be made in the United States pursuant
to applicable exemptions under the US tender offer rules and securities laws
and otherwise in accordance with the applicable provisions of English law.
Accordingly, the Offer will be subject to disclosure and other procedural
requirements, including with respect to withdrawal rights, offer timetable,
settlement procedures and timing of payments that are different from those
applicable under US domestic tender offer procedures and law. In the United
States, the Offer will be made solely by Bidco and not by its financial
adviser.
Both Bidco and BBGI are established under the laws of Luxembourg. It may not
be possible for BBGI Shareholders or holders of BBGI Share Awards to effect
service of process within the United States upon BBGI or Bidco or their
respective officers or directors or to enforce against any of them judgments
of the United States predicated upon the civil liability provisions of the
federal securities laws of the United States. It may not be possible to sue
BBGI or Bidco or their respective officers or directors in a non-US court for
violations of the US securities laws. There is also substantial doubt as to
enforceability in the United Kingdom in original actions, or in actions for
the enforcement of judgments of US courts, based on the civil liability
provisions of US federal securities laws.
Forward looking statements
This Announcement contains statements about the Bidco Group and the BBGI Group
that are or may be forward looking statements. These statements are based on
the current expectations of the management of the Bidco Group and the BBGI
Group and are naturally subject to uncertainty and changes in circumstances.
All statements, including the expected timing and scope of the Offer, other
than statements of historical facts included in this Announcement, may be
forward looking statements. Without limitation, any statements preceded or
followed by or that include the words "targets", "plans", "believes",
"expects", "aims", "intends", "will", "may", "should", "would", "could",
"anticipates", "estimates", "projects", "strategy" or words or terms of
similar substance or the negative thereof are forward looking statements.
Forward looking statements may include statements relating to the following:
(i) future capital expenditures, expenses, revenues, earnings, synergies,
economic performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management strategies and the
expansion and growth of the Bidco Group's and the BBGI Group's operations and
potential synergies resulting from the Offer; and (iii) the effects of
government regulation on the Bidco Group's and the BBGI Group's business.
Such forward looking statements are not guarantees of future performance. By
their nature, because they relate to events and depend on circumstances that
will occur in the future, such forward looking statements involve risks and
uncertainties that could significantly affect expected results and are based
on certain key assumptions. Many factors could cause actual results and
developments to differ materially from those projected or implied in any
forward looking statements. These factors include, but are not limited to, the
satisfaction of the conditions to the Offer, as well as additional factors,
such as changes in political and economic conditions, changes in the level of
capital investment, retention of key employees, changes in customer habits,
success of business and operating initiatives and restructuring objectives,
impact of any acquisitions or similar transactions, changes in customers'
strategies and stability, competitive product and pricing measures, changes in
the regulatory environment, fluctuations or interest and exchange rates and
the outcome of any litigation. Other unknown or unpredictable factors could
cause actual results to differ materially from those in the forward-looking
statements. Due to such uncertainties and risks, readers are cautioned not to
place undue reliance on such forward looking statements, (which speak only as
of the date hereof) and neither any member of the Bidco Group nor any member
of the BBGI Group (nor any of their respective directors, officers, employees
or advisers) provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied by the forward looking
statements will actually occur. Further, each member of the Bidco Group and
each member of the BBGI Group disclaims any obligation to update publicly or
revise any forward looking or other statements contained herein, whether as a
result of new information, future events or otherwise, except as required by
applicable law.
All subsequent oral or written forward looking statements attributable to any
member of the Wider Bidco Group or the Wider BBGI Group, or any of their
respective directors, officers, employees or advisers, are expressly qualified
in their entirety by the cautionary statement above.
No profit forecasts or profit estimates
No statement in this Announcement is intended as a profit forecast or profit
estimate for any period and no statement in this Announcement should be
interpreted to mean that earnings or earnings per share for BBGI for the
current or future financial years would necessarily match or exceed the
historical published earnings or earnings per share for BBGI.
Purchases outside the Offer
Bidco or its nominees or brokers (acting as agents) may purchase BBGI Shares
or BBGI Share Awards otherwise than under the Offer, such as in the open
market or through privately negotiated purchases. Such purchases shall comply
with the terms of the Implementation Agreement and the Listing Rules.
Information relating to BBGI Shareholders
Please be aware that addresses, electronic addresses and certain other
information provided by BBGI Shareholders, persons with information rights and
other relevant persons for the receipt of communications from BBGI may be
provided to Bidco during the Offer Period.
Publication on website and availability of hard copies
A copy of this Announcement, the Offer Document and certain other documents
relating to the Offer will be available free of charge, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
BBGI's website at https://www.bb-gi.com/investors/offer/ by no later than
12.00 p.m. on the Business Day following this Announcement. The Offer
Document is expected to be published as soon as reasonably practicable and in
any event within 28 days after the date of this Announcement. Neither the
content of any website referred to in this Announcement nor the content of any
website accessible from hyperlinks is incorporated into, or forms part of,
this Announcement.
BBGI Shareholders may request a hard copy of this Announcement by contacting
the Registrar on +44 (0) 371 664 0321. Calls outside the United Kingdom will
be charged at the applicable international rate. The helpline is open between
8.30 a.m. to 5.30 p.m., Monday to Friday, excluding public holidays in
England and Wales. Please note that the Registrar cannot provide any
financial, legal or tax advice and calls may be recorded and monitored for
security and training purposes.
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.
Time
All times shown in this Announcement are to London time, unless otherwise
stated.
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE OFFER
Part A: Conditions to the Offer
1 The Offer will be conditional upon:
Acceptance Condition
(a) valid acceptances of the Offer having been received (and not
validly withdrawn in accordance with the terms of the Offer) by no later than
1.00 p.m. (London time) on the Unconditional Date (or such other times and/or
dates as Bidco may specify), in respect of 90 per cent. (or such lesser
percentage as Bidco may, subject to the Implementation Agreement, decide) of
the BBGI Shares to which the Offer relates and of the voting rights attached
to those shares, provided that: (i) this Condition will not be satisfied
unless Bidco and/or any of its wholly-owned subsidiaries has acquired or
agreed to acquire (whether pursuant to the Offer or otherwise) BBGI Shares
carrying in aggregate more than 50 per cent. of the voting rights then
exercisable at a general meeting of BBGI; and (ii) unless BBGI (acting by the
BBGI Boards) consents otherwise, this Condition shall only be capable of being
satisfied when all other Conditions set out in this paragraph 1 and paragraph
2 below have been satisfied or waived;
For the purposes of the Acceptance Condition:
(i) BBGI Shares which have been unconditionally allotted but not
issued before the Offer becomes or is declared unconditional, whether pursuant
to the exercise of any outstanding subscription or conversion rights or
otherwise, shall be deemed to carry the voting rights they will carry upon
issue;
(ii) valid acceptances shall be deemed to have been received in
respect of BBGI Shares which would be treated for the purposes of Part 28 of
the UK Companies Act 2006 as having been acquired or contracted to be acquired
by Bidco (mutatis mutandis as if the BBGI Shares were shares in a company
incorporated under that Act), whether by virtue of acceptances of the Offer or
otherwise (mutatis mutandis as if the BBGI Shares were shares in a company
incorporated under that Act);
(iii) the expression "BBGI Shares to which the Offer relates" shall be
construed in accordance with Chapter 3 of Part 28 of the Companies Act 2006
(mutatis mutandis as if the BBGI Shares were shares in a company incorporated
under that Act); and
(iv) all percentages of voting rights and share capital are to be
calculated by reference to the percentage held and in issue excluding any and
all shares held in treasury by BBGI from time to time.
Shareholder Approval Condition
(b) (i) BBGI Shareholders having validly approved the Resolutions at
the General Meeting (or any adjournment thereof) in the form set forth in the
Implementation Agreement (with or subject to any modification thereto approved
by Bidco); and (ii) such General Meeting being held on or before the 22nd day
after the expected date of the General Meeting to be set out in the Offer
Document (or such later date as may be agreed between Bidco and BBGI);
General Conditions
2 In addition, subject as stated in Part B below and to the
terms and conditions of the Implementation Agreement, the Offer will be
conditional upon the following Conditions having been satisfied or, where
relevant, waived:
Germany (Merger Control)
(a) the German Federal Cartel Office having:
(i) notified Bidco that, with respect to the Offer and the Asset
Sale, the requirements for the prohibition of a merger as laid down in section
36(1) GWB (Gesetz gegen Wettbewerbsbeschränkungen, Restraints of Competition
Act ("GWB") are not fulfilled; or
(ii) informed Bidco that consummation of the Offer and the Asset Sale
do not require merger control clearance in Germany and, if relevant, Bidco, in
consequence, having withdrawn a precautionary filing; or
(iii) not notified Bidco within one month from receipt of a complete
notification that it intends to open in-depth investigations pursuant to
section 40 (1) GWB; or
(iv) not delivered to Bidco a decision pursuant to section 40(2)(1) GWB
within the period defined in section 40(2) GWB,
and in any case, the stand-still obligation under German law having ceased to
apply;
Canada (Merger Control)
(b) either:
(i) the Commissioner having issued an advance ruling certificate
under section 102 of the Competition Act (Canada) in respect of the Offer and
the Asset Sale; or
(ii) (x) any applicable waiting period under section 123 of the
Competition Act (Canada) having expired or been terminated or the notification
requirement having been waived pursuant to section 113(c) of the Competition
Act (Canada); and (y) unless waived in writing by Bidco, at its sole
discretion, the Commissioner having issued (and not rescinded or amended) a
notice that the Commissioner does not, intend to make an application under
section 92 of the Competition Act (Canada), in either case in respect of the
Offer and the Asset Sale;
Germany (FDI)
(c) the German Federal Ministry for Economic Affairs and Climate
Action (Bundesministerium für Wirtschaft und Klimaschutz) having, in relation
to the Offer and the Asset Sale, either:
(i) issued a certificate of non-objection
(Unbedenklichkeitsbescheinigung) pursuant to Sec. 58(1) sentence 1 of the AWV
(Außenwirtschaftsverordnung, Foreign Trade and Payments Ordinance) ("AWV");
or
(ii) issued a clearance decision (Freigabe) pursuant to Sec. 58a(1)
sentence 1 of the AWV; or
(iii) not issued a certificate of non-objection
(Unbedenklichkeitsbescheinigung) pursuant to Sec. 58(1) sentence 1 of the AWV
or a clearance decision (Freigabe) pursuant to Sec. 58a(1) sentence 1 of the
AWV or initiated a formal investigation pursuant to Sec. 55(1), (3) AWV within
the period specified in Sec. 14a(1) no. 1, (3), (5) of the AWG
(Außenwirtschaftsgesetz, Foreign Trade and Payments Act) ("AWG"); or
(iv) declared that the transactions do not fall within the scope of the
German foreign investment regime stipulated in the AWG and AWV; or
(v) in the event of a formal investigation pursuant to Sec. 55(1), (3)
AWV: (x) approved the transactions by issuing a certificate of non-objection
(Unbedenklichkeitsbescheinigung) pursuant to Sec. 58(1) sentence 1 of the AWV
or a clearance decision (Freigabe) pursuant to Sec. 58a(1) sentence 1 of the
AWV; or (y) failed to prohibit the transactions within the period specified in
Sec. 59(1) AWV in conjunction with Sec. 14a(1) no. 2, (4), (5), (6) and (7)
AWG;
Australia (FDI)
(d) either:
(i) the Treasurer of the Commonwealth of Australia having provided
written notice pursuant to the FIRB Act stating that, or to the effect that,
the Commonwealth of Australia has no objection to the Offer and the Asset Sale
either on an unconditional basis or subject only to conditions acceptable to
Bidco; or
(ii) following Bidco giving notice of the Offer and the Asset Sale
pursuant to the FIRB Act, the Treasurer of the Commonwealth of Australia
becoming precluded by the passage of time from making any order or decision
under Division 2 of Part 3 of the FIRB Act in respect of the Offer and the
Asset Sale;
United Kingdom (FDI)
(e) a notification of the Offer and the Asset Sale under the NS&I
Act having been accepted and:
(i) confirmation having been received in writing that the Secretary
of State will not take any further action under the NS&I Act in relation
to the Offer and the Asset Sale under section 14(8)(b)(ii); or
(ii) following a call-in notice, the Secretary of State giving a final
notification under section 26 of the NS&I Act that no further action will
be taken under the NS&I Act in relation to the Offer and the Asset Sale;
or
(iii) the Secretary of State making a final order under section 26 of
the NS&I Act which allows the Offer and the Asset Sale to proceed on terms
reasonably satisfactory to Bidco;
Other official authorisations, regulatory clearances and third party
clearances
(f) other than in respect of or in connection with the Conditions in
paragraphs 2(a) to 2(e) above, all necessary notifications, filings or
applications having been made in connection with the Offer and all statutory
or regulatory obligations in any jurisdiction having been complied with in
connection with the Offer or the acquisition by any member of the Wider Bidco
Group of any shares or other securities in, or control or management of, BBGI
and all Authorisations reasonably considered necessary or appropriate by Bidco
or any member of the Wider Bidco Group for or in respect of the Offer
including, without limitation, its implementation and financing or the
proposed direct or indirect acquisition of any shares or other securities in,
or control or management of, BBGI or any member of the Wider BBGI Group by any
member of the Wider Bidco Group having been obtained in terms and in a form
reasonably satisfactory to Bidco from all appropriate Third Parties or persons
with whom any member of the Wider BBGI Group has entered into contractual
arrangements and all such Authorisations reasonably considered necessary or
appropriate by Bidco to carry on the business of any member of the Wider BBGI
Group which are material in the context of the Wider Bidco Group or the Wider
BBGI Group in each such case, acting reasonably as a whole or for or in
respect of the Offer including, without limitation, its implementation or
financing remaining in full force and effect and all filings necessary for
such purpose having been made and there being no notice or intimation of any
intention to revoke, suspend, restrict, modify or not to renew any of the same
at the time at which the Offer is declared or otherwise becomes unconditional;
(g) other than in respect of or in connection with the Conditions in
paragraphs 2(a) to 2(e) above, no Third Party having given notice of a
decision to take, institute, implement or threaten any action, proceeding,
suit, investigation, enquiry or reference (and, in each case, not having
withdrawn the same), or having required any action to be taken or otherwise
having done anything, or having enacted, made or proposed any statute,
regulation, decision or order, or change to published practice, or having
taken any other action or step and there not continuing to be outstanding any
statute, regulation, decision or order which, in each case, would or might
reasonably be expected to:
(i) require, prevent or delay the divestiture, or materially alter
the terms envisaged for any proposed divestiture by any member of the Wider
Bidco Group or any member of the Wider BBGI Group of all or any portion of
their respective businesses, assets or property or impose any limitation on
the ability of any of them to conduct their respective businesses (or any of
them) or to own any of their respective assets or properties (or any part
thereof) which, in any such case, is material in the context of the Wider
Bidco Group or the Wider BBGI Group in either case taken as a whole or in the
context of the Offer;
(ii) require, prevent or delay the divestiture by any member of the
Wider Bidco Group of any shares or other securities (or equivalent) in any
member of the Wider BBGI Group;
(iii) impose any material limitation on, or result in a delay in, the
ability of any member of the Wider Bidco Group directly or indirectly to
acquire or to hold or to exercise effectively any rights of ownership in
respect of shares or loans or securities convertible into shares or any other
securities (or the equivalent) in any member of the Wider BBGI Group or the
Wider Bidco Group or to exercise voting or management control over any such
member;
(iv) otherwise adversely affect the business, assets, profits or
prospects of any member of the Wider Bidco Group or of any member of the Wider
BBGI Group to an extent which is material in the context of the Wider Bidco
Group or the Wider BBGI Group in either case taken as a whole or in the
context of the Offer;
(v) make the Offer, its implementation or the acquisition or proposed
acquisition by Bidco or any member of the Wider Bidco Group of any shares or
other securities in, or control or management of, BBGI void, illegal, and/or
unenforceable under the laws of any jurisdiction, or otherwise, directly or
indirectly, restrain, restrict, prohibit, delay, challenge or otherwise
interfere with the same, or impose additional conditions or obligations with
respect to, or otherwise materially challenge, impede, interfere or require
material amendment to the terms of, the Offer of the acquisition or proposed
acquisition by Bidco or any member of the Wider Bidco Group of any shares or
other securities in, or control or management of, BBGI;
(vi) require any member of the Wider Bidco Group or the Wider BBGI Group
to offer to acquire any shares or other securities (or the equivalent) or
interest in any member of the Wider BBGI Group or the Wider Bidco Group owned
by any third party;
(vii) impose any limitation on the ability of any member of the Wider BBGI
Group to conduct, integrate or co-ordinate its business, or any part of it,
with all or any part of the businesses of any other member of the Wider BBGI
Group which is adverse to and material in the context of the Wider BBGI Group
taken as a whole or in the context of the Offer; or
(viii) result in any member of the Wider BBGI Group ceasing to be able to
carry on business under any name under which it presently does so,
and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could institute, implement or
threaten any action, proceeding, suit, investigation, enquiry or reference or
any other step under the laws of any jurisdiction in respect of the Offer or
the acquisition or proposed acquisition of any BBGI Shares having expired,
lapsed or been terminated;
Certain matters arising as a result of any arrangement, agreement etc.
(h) save as Disclosed, there being no provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
Wider BBGI Group is a party or by or to which any such member or any of its
assets may be bound, entitled or subject, or any event or circumstance which
in consequence of the Offer or the acquisition or proposed acquisition of any
shares or other securities (or equivalent) in BBGI or because of a change in
the control or management of any member of the Wider BBGI Group or otherwise,
could or might result in any of the following to an extent which is material
and adverse in the context of the Wider BBGI Group, or the Wider Bidco Group,
in either case taken as a whole, or in the context of the Offer:
(i) any moneys borrowed by or any other indebtedness or liabilities
(actual or contingent including, without limitation, guarantees, letters of
credit and hedging contracts) of, or grant available to any member of the
Wider BBGI Group, being or becoming repayable or capable of being declared
repayable immediately or earlier than their or its stated maturity date or
repayment date or the ability of any such member to borrow moneys or incur any
indebtedness being withdrawn or inhibited or being capable of becoming or
being withdrawn or inhibited;
(ii) any such agreement, arrangement, licence, permit or instrument or
the rights, liabilities, obligations or interests of any member of the Wider
BBGI Group thereunder being terminated or adversely modified or affected or
any obligation or liability arising or any action being taken or arising
thereunder;
(iii) any asset or interest of any member of the Wider BBGI Group
being or failing to be disposed of or charged or ceasing to be available to
any such member or any right arising under which any such asset or interest
could be required to be disposed of or charged or could cease to be available
to any such member otherwise than in the ordinary course of business;
(iv) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property, assets
or interests of any member of the Wider BBGI Group or any such mortgage,
charge or other security interest becoming enforceable immediately or earlier
than their or its stated enforcement date;
(v) the rights, liabilities, obligations or interests of any member of
the Wider BBGI Group, or the business of any such member with any other
person, firm, company or body (or any arrangement or arrangements relating to
any such interest or business), being terminated, adversely modified or
adversely affected;
(vi) the value of any member of the Wider BBGI Group or its financial or
trading position or prospects being prejudiced or adversely affected;
(vii) any member of the Wider BBGI Group ceasing to be able to carry on
business under any name under which it presently does so; or
(viii) the creation or acceleration of any liability, actual or
contingent, by any member of the Wider BBGI Group (including any material tax
liability or any obligation to obtain or acquire any material Authorisation,
notice, waiver, concession, agreement or exemption from any Third Party or any
person) other than trade creditors or other liabilities incurred in the
ordinary course of business or in connection with the Offer,
and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
Wider BBGI Group is a party or by or to which any such member or any of its
assets may be bound, entitled or subject, would or might reasonably be
expected to result in any of the events or circumstances as are referred to in
sub- paragraphs (i) to (viii) of this paragraph 2(h);
Certain events occurring since Last Accounts Date
(i) save as Disclosed, no member of the Wider BBGI Group having,
since the Last Accounts Date:
(i) save as between BBGI and/or wholly-owned subsidiaries of BBGI or
for BBGI Shares issued under or pursuant to the exercise of options and
vesting of awards granted under the BBGI Share Plans), issued, agreed to
issue, authorised or proposed the issue of additional shares of any class or
other securities or transferred, sold or agreed to transfer or sell or
authorised or proposed the transfer or sale of shares of any member of the
Wider BBGI Group (including, but not limited to, shares out of treasury);
(ii) save as between BBGI and/or wholly-owned subsidiaries of BBGI or
for the grant of options, awards or other rights under the BBGI Share Plans,
issued or agreed to issue, authorised or proposed the issue of securities
convertible into, or exchangeable for, shares of any class or rights, warrants
or options to subscribe for, or acquire, any such shares or convertible
securities of the Wider BBGI Group;
(iii) other than any dividends or other distributions lawfully
declared, paid or made (or to be declared, paid or made) to BBGI or to a
wholly-owned subsidiary of BBGI, recommended, declared, paid or made, or
resolved to recommend, declare, pay or make, any dividend or other
distribution (payable in cash or otherwise) or made any bonus issue;
(iv) save for transactions between BBGI and/or wholly owned subsidiaries
of BBGI, disposed of, or transferred, mortgaged or charged, or created any
security interest over any asset or any right, title or interest in any asset
(including shares and trade investments) or authorised, proposed or
announcement any intention to do so than in the ordinary course of business
and to the extent that is, or could reasonably be expected to be, material in
the context of the Wider BBGI Group taken as a whole or in the context of the
Offer;
(v) save for transactions between BBGI and/or wholly-owned
subsidiaries of BBGI entered into, implemented or authorised the entry into,
any joint venture, asset or profit-sharing arrangement, partnership or merger
of business or corporate entities, in each case, to an extent which is
material in the context of the Wider BBGI Group taken as whole or in the
context of the Offer;
(vi) save for transactions between BBGI and/or wholly-owned subsidiaries
of BBGI, made or authorised or proposed or announced an intention to propose
any material change in its loan capital, in each case, to an extent which is
material in the context of the Wider BBGI Group taken as a whole or in the
context of the Offer;
(vii) save for transactions between BBGI and/or wholly-owned subsidiaries
of BBGI, issued, authorised, proposed or announced an intention to authorise
or propose the issue of any debentures or any change in or to the terms of any
debentures or, save in the ordinary course of business, incurred or increased
any indebtedness or become subject to any contingent liability;
(viii) save for transactions between BBGI and/or wholly-owned subsidiaries
of BBGI, purchased, redeemed or repaid or announced any proposal to purchase,
redeem or repay any of its own shares or other securities or reduced or, save
in respect to the matters mentioned in sub-paragraphs (i) or (ii) of this
paragraph 2(i) above, made any other change to any part of its share capital,
in each case, to the extent which is material in the context of the Wider BBGI
Group taken as a whole or in the context of the Offer;
(ix) save for transactions between BBGI and/or wholly-owned subsidiaries
of BBGI, implemented, effected, authorised, proposed or announced its
intention to implement, effect, authorise or propose any reconstruction,
merger, demerger, migration, conversion, amalgamation, scheme, commitment or
other transaction or arrangement otherwise than in the ordinary course of
business;
(x) entered into or varied or authorised or announced its intention to
enter into or vary any contract, arrangement, agreement, transaction or
commitment (whether in respect of capital expenditure or otherwise) which is
of a long term, onerous or unusual nature or magnitude or which involves or
could involve an obligation of such a nature or magnitude other than in the
ordinary course of business) in each case, to the extent which is material in
the context of the Wider BBGI Group taken as a whole or in the context of the
Offer;
(xi) (other than in respect of a member which is dormant and was solvent
at the relevant time) taken or proposed any corporate action or steps or had
any legal proceedings started or threatened against it in relation to the
suspension of payments, a moratorium of any indebtedness, or petition
presented or order made for its winding-up, dissolution or reorganisation or
for the appointment of a receiver, administrative receiver, administrator,
manager, trustee or similar officer of all or any part of its assets or
revenues or any analogous proceedings in any jurisdiction or appointed any
analogous person in any jurisdiction or had any such person appointed, in each
case, to an extent which is material in the context of the Wider BBGI Group
taken as a whole or in the context of the Offer;
(xii) entered into or varied or authorised, proposed or announced its
intention to enter into or vary any contract, arrangement, agreement,
transaction or commitment which is or could reasonably be expected to be
restrictive on the business of any member of the Wider BBGI Group or the Wider
Bidco Group (other than of a nature and extent which is normal in the context
of the business concerned);
(xiii) made any material alteration to its articles of association or
other incorporation documents (other than in connection with the Offer);
(xiv) been unable, or admitted in writing that it is unable, to pay its
debts or commenced negotiations with one or more of its creditors with a view
to rescheduling or restructuring any of its indebtedness, or having stopped or
suspended (or threatened to stop or suspend) payment of its debts generally or
ceased or threatened to cease carrying on all or a substantial part of its
business;
(xv) save as agreed with Bidco, proposed, agreed to provide or modified
the terms of any of the BBGI Share Plans, any other share or share option
scheme, incentive scheme, retention scheme or other benefit (including
compensation) constituting a material change relating to the employment or
termination of employment of a material category of persons employed by the
Wider BBGI Group or which constitutes a material change to the terms or
conditions of employment of any senior employee of the Wider BBGI Group, save
as agreed with Bidco (including pursuant to the terms of the Implementation
Agreement);
(xvi) taken (or agreed or proposed to take) any restricted action (as such
term is understood and interpreted under Rule 21.1 of the Code);
(xvii) save as otherwise agreed with Bidco, entered into or varied in a
material way the terms of, any contract, agreement or arrangement with any
director or senior employee of any member of the Wider BBGI Group;
(xviii) waived, compromised or settled any claim or regulatory proceedings
(whether actual or threatened) which is material in the context of the Wider
BBGI Group taken as a whole or in the context of the Offer otherwise than in
the ordinary course of business; or
(xix) entered into any contract, commitment, arrangement or agreement
otherwise than in the ordinary course of business or passed any resolution or
made any offer (which remains open for acceptance) with respect to or
announced any intention to, or proposed to, effect any of the transactions,
matters or events referred to in this paragraph 2(i);
No adverse change, litigation or regulatory enquiry
(j) save as Disclosed, since the Last Accounts Date:
(i) no adverse change or deterioration having occurred in the
business, assets, financial or trading position, profits or prospects or
operational performance of any member of the Wider BBGI Group which, in any
such case, is material in the context of the Wider BBGI Group taken as a whole
or in the context of the Offer and no circumstances have arisen which would or
might reasonably be expected to result in such adverse change or
deterioration;
(ii) no litigation, arbitration proceedings, prosecution or other
legal proceedings to which any member of the Wider BBGI Group is or may become
a party (whether as a plaintiff, defendant or otherwise) and no enquiry,
review, investigation or other proceedings by, or complaint or reference to,
any Third Party or other investigative body against or in respect of any
member of the Wider BBGI Group having been instituted, announced, implemented
or threatened by or against or remaining outstanding in respect of any member
of the Wider BBGI Group which in any such case has had or might reasonably be
expected to have a material adverse effect on the Wider BBGI Group taken as a
whole or in the context of the Offer;
(iii) no contingent or other liability of any member of the Wider BBGI
Group having arisen or become apparent to Bidco or increased which has had or
might reasonably be expected to have a material adverse effect on the Wider
BBGI Group taken as a whole or in the context of the Offer;
(iv) no enquiry or investigation by, or complaint or reference to, any
Third Party having been threatened, announced, implemented, instituted by or
remaining outstanding against or in respect of any member by or the Wider BBGI
Group which, in any case, is material in the context of the Wider BBGI Group
taken as a whole or in the context of the Offer;
(v) no member of the Wider BBGI Group having conducted its business in
breach of any applicable laws and regulations where such breach has had or
might reasonably be expected to have a material adverse effect on the Wider
BBGI Group as a whole or to be material in the context of the Offer; and
(vi) no steps having been taken and no omissions having been made which
are likely to result in the withdrawal, cancellation, termination or
modification of any licence or permit held by any member of the Wider BBGI
Group which is necessary for the proper carrying on of its business where the
withdrawal, cancellation, termination or modification of which has had, or
would reasonably be expected to have, an adverse effect which is material in
the context of the Wider BBGI Group taken as a whole or in the context of the
Offer;
No discovery of certain matters
(k) save as Disclosed, Bidco not having discovered:
(i) that any financial, business or other information concerning the
Wider BBGI Group as contained in the information publicly disclosed at any
time by or on behalf of any member of the Wider BBGI Group is materially
misleading, contains a material misrepresentation of fact or omits to state a
fact necessary to make that information not misleading and which was not
subsequently corrected before the Announcement Date by disclosure either
publicly or otherwise to Bidco or its professional advisers, in each case, to
the extent material in the context of the Wider BBGI Group taken as a whole or
in the context of the Offer;
(ii) that any member of the Wider BBGI Group or partnership, company
or other entity in which any member of the Wider BBGI Group has a significant
economic interest and which is not a subsidiary undertaking of BBGI is subject
to any liability (contingent or otherwise) to the extent which is material in
the context of the Wider BBGI Group taken as a whole or in the context of the
Offer; or
(iii) any information which affects the import of any information
disclosed at any time by or on behalf of any member of the Wider BBGI Group
and which is material in the context of the Wider BBGI Group taken as a whole
or in the context of the Offer;
(l) save as Disclosed, Bidco not having discovered that:
(i) any past or present member of the Wider BBGI Group has failed to
comply with any applicable law, legislation, regulation or other requirements
of any jurisdiction with regard to the use, treatment, handling, storage,
carriage, disposal, spillage, release, discharge, leak or emission of any
waste or hazardous substance or any substance likely to impair the environment
or harm human health or animal health or otherwise relating to environmental
matters or the health and safety of humans, or that there has otherwise been
any such use, treatment, handling, storage, carriage, disposal, spillage,
release, discharge, leak or emission (whether or not the same constituted a
non-compliance by any person with any such legislation or regulations, and
wherever the same may have taken place) any of which storage, carriage,
disposal, spillage, release, discharge, leak or emission would be likely to
give rise to any liability (actual or contingent) or cost on the part of any
member of the Wider BBGI Group and which is material in the context of the
Wider BBGI Group taken as a whole or in the context of the Offer;
(ii) there is, or is likely to be, for any reason whatsoever, any
liability (actual or contingent) of any past or present member of the Wider
BBGI Group to make good, remediate, repair, reinstate or clean up any
property, asset or any controlled waters now or previously owned, occupied,
operated or made use of or controlled by any past or present member of the
Wider BBGI Group (or on its behalf) or by any person for which a member of the
Wider BBGI Group is or has been responsible, or in which any such member may
have or previously have had or be deemed to have had an interest, under any
environmental legislation, common law, regulation, notice, circular,
Authorisation or order of any Third Party or any other person or body in any
jurisdiction or to contribute to the cost thereof or associated therewith or
indemnify any person in relation thereto and which is material in the context
of the Wider BBGI Group taken as a whole or in the context of the Offer;
(iii) circumstances exist (whether as a result of the making of the
Offer or otherwise) which would be reasonably likely to lead to any Third
Party instituting, or whereby any member of the Wider Bidco Group or any
present or past member of the Wider BBGI Group would be likely to be required
to institute, an environmental audit or take any other steps which would in
any such case be reasonably likely to result in any liability (whether actual
or contingent) to improve, modify existing or install new plant, machinery or
equipment or carry out changes in the processes currently carried out or make
good, remediate, repair, re- instate or clean up any land or other asset
currently or previously owned, occupied or made use of by any past or present
member of the Wider BBGI Group (or on its behalf) or by any person for which a
member of the Wider BBGI Group is or has been responsible, or in which any
such member may have or previously have had or be deemed to have had an
interest which is material in the context of the Wider BBGI Group taken as a
whole or in the context of the Offer; or
(iv) circumstances exist whereby a person or class of persons would be
likely to have any claim or claims in respect of any assets, rights, product
or process of manufacture or creation, or materials or rights used or licensed
therein, currently or previously manufactured, created, sold, licensed, used
or carried out by any past or present member of the Wider BBGI Group which
claim or claims would be likely, materially and adversely, to affect any
member of the Wider BBGI Group and which is material in the context of the
Wider BBGI Group taken as a whole or in the context of the Offer; and
Anti-corruption, economic sanctions, criminal property and money laundering
(m) save as Disclosed, Bidco not having discovered that:
(i) (A) any past or present member, director, officer or employee of
the Wider BBGI Group is or has at any time engaged in any activity, practice
or conduct which would constitute an offence under the UK Bribery Act 2010,
the US Foreign Corrupt Practices Act of 1977 or any other applicable
anti-corruption or anti-bribery law, rule or regulation or any other
applicable law, rule, or regulation concerning improper payments or kickbacks
or (B) any person that performs or has performed services for or on behalf of
the Wider BBGI Group is or has at any time engaged in any activity, practice
or conduct in connection with the performance of such services which would
constitute an offence under the UK Bribery Act 2010, the US Foreign Corrupt
Practices Act of 1977 or any other applicable anti-corruption or anti-bribery
law, rule or regulation or any other applicable law, rule, or regulation
concerning improper payments or kickbacks; or
(ii) any asset of any member of the Wider BBGI Group constitutes
criminal property as defined by section 340(3) of the UK Proceeds of Crime Act
2002 (but disregarding paragraph (b) of that definition) or proceeds of crime
under any other applicable law, rule, or regulation concerning money
laundering or proceeds of crime or any member of the Wider BBGI Group is found
to have engaged in activities constituting money laundering under any
applicable law, rule, or regulation concerning money laundering; or
(iii) any past or present member, director, officer or employee of the
Wider BBGI Group, or any other person for whom any such person may be liable
or responsible, is or has engaged in any conduct which would violate
applicable economic sanctions or dealt with, made any investments in, made any
funds or assets available to or received any funds or assets from:
(A) any government, entity or individual in respect of which US, UK or
European Union persons, or persons operating in those territories, are
prohibited from engaging in activities or doing business, or from receiving or
making available funds or economic resources, by US, UK or European Union laws
or regulations, including the economic sanctions administered by the United
States Office of Foreign Assets Control or HM Treasury in the UK; or
(B) any government, entity or individual targeted or covered by any of
the economic sanctions of the United Nations, the United States, the United
Kingdom, the European Union or any of its Member States or any other
governments or supranational body or authority in any jurisdiction, save that
this shall not apply if and to the extent that it is or would be unenforceable
by reason of breach of any applicable Blocking Law; or
(iv) any past or present member, director, officer or employee of the
Wider BBGI Group, or any other person for whom any such person may be liable
or responsible:
(A) has engaged in conduct which would violate any relevant
anti-terrorism laws, rules, or regulations, including but not limited to the
U.S. Anti-Terrorism Act;
(B) has engaged in conduct which would violate any relevant
anti-boycott law, rule, or regulation or any applicable export controls,
including but not limited to the Export Administration Regulations
administered and enforced by the US Department of Commerce or the
International Traffic in Arms Regulations administered and enforced by the US
Department of State;
(C) has engaged in conduct which would violate any relevant laws, rules,
or regulations concerning human rights, including but not limited to any law,
rule, or regulation concerning false imprisonment, torture or other cruel and
unusual punishment, or child labour; or
(D) is debarred or otherwise rendered ineligible to bid for or to
perform contracts for or with any government, governmental instrumentality, or
international organisation or found to have violated any applicable law, rule,
or regulation concerning government contracting or public procurement; or
(v) any member of the Wider BBGI Group is or has been engaged in any
transaction which would cause Bidco or any other member of the Wider Bidco
Group to be in breach of any law or regulation upon completion of the Offer,
including but not limited to the economic sanctions of the United States
Office of Foreign Assets Control or HM Treasury in the UK or any other
relevant government authority.
Part B: Certain further terms of the Offer
1 Bidco reserves the right to waive, in whole or in part, all or
any of the Conditions set out in Part A of Appendix I above, except for
Condition 1(a), which cannot be waived. The Offer will be subject to the
satisfaction (or waiver) of the Conditions set out in this Appendix I and to
the full terms and conditions which will be set out in the Offer Document.
2 If the deadline for holding the General Meeting under
Condition 1(b) is not met, Bidco will make an announcement by 8.00 a.m. on the
Business Day following such deadline confirming whether it has invoked or
waived the relevant Condition or agreed with BBGI to extend the deadline in
relation to that Condition.
3 The Offer will lapse unless all of the Conditions have been
fulfilled or, where permitted, waived or, where appropriate, have been
determined by Bidco to be or remain satisfied, by the earlier of 1.00 p.m.
(London time) on the Unconditional Date and the relevant time specified on the
Long-Stop Date.
4 Bidco will be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or to treat as fulfilled any
of the Conditions set out in Part A of this Appendix I by a date earlier than
the latest date for the fulfilment or waiver of that Condition specified
above, notwithstanding that the other Conditions may at such earlier date have
been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such Conditions may not be capable of
fulfilment.
5 The Offer will initially be open for acceptances until 1.00 pm
(London time) on the Unconditional Date. Bidco may elect to bring forward the
Unconditional Date in its sole discretion by making an Acceleration Statement,
subject to the Implementation Agreement.
6 The Offer will not proceed, will lapse or will be withdrawn if
on the Long-Stop Date: (i) sufficient acceptances have not been received so as
to enable the Acceptance Condition to be satisfied; or (ii) where sufficient
acceptances have been received so as to enable the Acceptance Condition to be
satisfied, one or more of the Conditions relating to an official authorisation
or regulatory clearance has not been satisfied or waived.
7 In accordance with the Implementation Agreement, Bidco may not
invoke a Condition to the Offer (other than the Acceptance Condition, the
Shareholder Approval Condition or the Regulatory Conditions ) so as to cause
the Offer not to proceed, to lapse or to be withdrawn unless the
circumstances which give rise to the right to invoke the Condition are of
material significance to Bidco in the context of the Offer, in accordance
with the requirements of the Code and the custom and practice of the Takeover
Panel. Whether or not such Condition can be invoked would be determined, in
the event of any disagreement, by an independent third party expert, in
accordance with the Implementation Agreement.
8 Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other Condition.
9 The Offer also extends to any BBGI Shares which are
unconditionally allotted or issued and fully paid (or legally deemed as being
fully paid up) on or before the date on which the Offer becomes or is declared
unconditional including any such BBGI Shares allotted or issued pursuant to
the vesting or exercise of existing BBGI Share Awards granted under the BBGI
Share Plans.
10 The BBGI Shares acquired under the Offer will be acquired fully
paid and free from all liens, equities, charges, encumbrances, options, rights
of pre-emption and any other third party rights and interests of any nature
and together with all rights now or hereafter attaching or accruing to them,
including, without limitation, voting rights and the right to receive and
retain in full all dividends and other distributions (if any) declared, made
or paid, or any other return of value (whether by reduction of share capital
or share premium account or otherwise) made on or after the Announcement Date.
11 Insofar as any dividend or other distribution and/or a return of
capital is proposed, declared, made, paid or payable by BBGI in respect of any
BBGI Share on or after the Announcement Date, Bidco reserves the right to
reduce the price payable under the Offer in respect of such BBGI Shares by
the amount of such dividend and/or distribution and/or return of capital,
except in so far as the BBGI Share is or will be transferred pursuant to the
Offer on a basis which entitles Bidco alone to receive the dividend and/or
distribution and/or return of capital, but if that reduction to the price has
not been effected, the person to whom the Offer consideration is paid in
respect of that BBGI Share will be obliged to account to Bidco for the amount
of such dividend and/or distribution and/or return of capital. If Bidco
exercises its right to reduce the Offer consideration by all or part of the
amount of such dividend and/or distribution and/or return of capital that has
not been paid, BBGI Shareholders will be entitled to receive and retain that
dividend and/or distribution and/or return of capital. The Offer Price will be
reduced by the value of the interim dividend relating to the period 1 July
2024 to 31 December 2024 to the extent such dividend is proposed, declared,
made or payable following the Announcement Date.
12 The Offer Price for each BBGI Share validly tendered (and not
validly withdrawn) in accordance with the terms and conditions of the Offer
will be payable in Sterling.
13 The availability of the Offer to persons not resident in the
United Kingdom may be affected by the laws of the relevant jurisdictions.
Persons who are not resident in the United Kingdom should inform themselves
about and observe any applicable requirements.
14 The Offer is not being made, directly or indirectly, in, into or
from, or by use of the mails of, or by any means of instrumentality
(including, but not limited to, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce of, or of
any facility of a national, state or other securities exchange of, any
jurisdiction where to do so would violate the laws of that jurisdiction.
15 The Offer will be governed by the laws of England and is subject
to the jurisdiction of the English courts and to the Conditions and further
terms set out in this Appendix I and to be set out in the Offer Document.
Under the terms of the Implementation Agreement, BBGI and Bidco have agreed
that the Offer will be implemented in compliance with certain requirements of
the Code. The Offer is subject to the applicable requirements of the English
law, the Listing Rules, the London Stock Exchange and the FCA.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
1 The value placed by the Offer on the existing issued share
capital of BBGI is based on 714,876,634 BBGI Shares in issue (excluding shares
held in treasury) on 5 February 2025, being the last Business Day prior to the
date of this Announcement. The ISIN for BBGI Depositary Interests is
LU0686550053 and the LEI is 529900CV0RWCOP5YHK95.
2 The value of the Offer on a fully diluted basis has been
calculated on the basis of 714,876,634 BBGI Shares in issue on 5 February 2025
(being the last Business Day prior to the date of this Announcement) and an
additional 4,821,741 BBGI Shares that may be issued pursuant to the BBGI Share
Plans. This additional number of BBGI Shares has been calculated on the basis
of the maximum number of BBGI Shares that may be issued under the BBGI Share
Plans.
3 The Closing Price on 5 February 2025 is taken from the Daily
Official List.
4 Volume-weighted average prices have been derived from
Bloomberg and have been rounded to the nearest single decimal place.
5 Unless otherwise stated, the financial information relating to
BBGI is extracted or derived (without material adjustment) from the audited
consolidated financial statements of BBGI for the financial year ended 31
December 2023.
APPENDIX III
DETAILS OF IRREVOCABLE UNDERTAKINGS
Irrevocable Undertakings given by members of the BBGI Management Board and
BBGI Supervisory Board
The following members of the BBGI Management Board and BBGI Supervisory Board,
who are holders of BBGI Shares and/or BBGI Share Awards, have given
irrevocable undertakings to accept, or procure acceptances of, the Offer
and/or the proposals to be made to them in connection with the BBGI Share
Awards.
Name of BBGI Director Position Number of BBGI Shares in respect of which undertaking is given Percentage of BBGI's issued share capital
Sarah Whitney BBGI Supervisory Board member (Chair) 59,641 0.0%
Andrew Sykes BBGI Supervisory Board member 60,000 0.0%
Chris Waples BBGI Supervisory Board member 28,802 0.0%
Jutta af Rosenberg BBGI Supervisory Board member 8,000 0.0%
June Aitken BBGI Supervisory Board member 70,325 0.0%
Duncan Ball BBGI Management Board member (CEO) 1,447,788 0.2%
Michael Denny BBGI Management Board member (CFOO) 873,459 0.1%
Andreas Parzych BBGI Management Board member 63,008 0.0%
The irrevocable undertakings will only cease to be binding if the Offer
lapses or is withdrawn and, for the avoidance of doubt and will continue to be
binding in the event a higher competing offer is made for BBGI.
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context requires otherwise:
"Acceptance Condition" the condition set out at paragraph 1(a) of Part A of Appendix I to this
Announcement;
"Acceleration Statement" a statement in which Bidco, subject to the terms of the Implementation
Agreement, brings forward the latest date by which all of the Conditions to
the Offer must be satisfied or waived;
"AWG" the German Außenwirtschaftsgesetz, Foreign Trade and Payments Act;
"AWV" the German Außenwirtschaftsverordnung, Foreign Trade and Payments Ordinance;
"Announcement Date" 6 February 2025;
"Announcement" this announcement;
"Asset Sale" the sale by BBGI, directly or indirectly, of all or any of its assets and
undertaking to Bidco (or an affiliate of Bidco), subsequent to the Offer
having become unconditional and cancellation of (i) the listing of the BBGI
Shares on the Official List and (ii) trading of the BBGI Shares on the Main
Market of the London Stock Exchange and on such terms as the BBGI Boards may
deem fit;
"Authorisation" an authorisation, order, grant, recognition, determination, confirmation,
consent, licence, clearance, permission, exemption or approval;
"BBGI" or "Company" BBGI;
"BBGI Boards" the BBGI Management Board and the BBGI Supervisory Board;
"BBGI Depositary Interest" a dematerialised depositary interest which represents an entitlement to BBGI
Shares held by the Depositary on trust for the holders of such depositary
interests;
"BBGI Group" BBGI and its subsidiary undertakings and, where the context permits, each of
them;
"BBGI Management Board" the management board of BBGI as at the date of this Announcement;
"BBGI Share Awards" the options and awards to acquire BBGI Shares granted to participants under
the BBGI Share Plans;
"BBGI Share Plans" the BBGI Restricted Share Plan, the BBGI Long Term Incentive Plan and the BBGI
Short Term Incentive Plan;
"BBGI Shareholders" or "Shareholders" the holders of BBGI Depositary Interests or BBGI Shares;
"BBGI Shares" the existing unconditionally allotted or issued and fully paid ordinary shares
in the capital of BBGI and any further such shares which are unconditionally
allotted or issued and fully paid before the Offer becomes or is declared
unconditional (for the avoidance of doubt, a BBGI Depositary Interest shall be
deemed to be the corresponding BBGI Share held by the Depositary, as nominee,
that is represented by such BBGI Depositary Interest);
"BBGI Supervisory Board" the supervisory board of BBGI as at the date of this Announcement;
"BCI" British Columbia Investment Management Corporation;
"Bidco" Boswell Holdings 3 S.C.Sp., a special limited partnership (société en
commandite spéciale) (acting by its General Partner) established and existing
under the laws of Luxembourg;
"Bidco Group" Bidco and its subsidiary undertakings and, where the context permits, each of
them;
"Blocking Law" (i) any provision of Council Regulation (EC) No. 2271/1996 (or any law or
regulation implementing such Regulation in any member state of the European
Union); (ii) any provision of Council Regulation (EC) No. 2271/1996 as it
forms part of domestic law in the United Kingdom by virtue of the European
Union (Withdrawal) Act 2018; or (iii) any similar blocking or anti-boycott law
in any jurisdiction;
"Business Day" a day (other than Saturdays, Sundays and public holidays in England) on which
banks are open for business in the City of London;
"Closing Price" the closing middle market price of a BBGI Share on a particular trading day as
derived from the Daily Official List;
"Code" the UK City Code on Takeovers and Mergers;
"Commissioner" the Commissioner of Competition appointed under the Competition Act (Canada);
"Competition Act (Canada)" the Canadian Competition Act, R.S.C. 1985, c. C34;
"Conditions" the conditions to the implementation of the Offer, as set out in Appendix I to
this Announcement and to be set out in the Offer Document;
"Confidentiality Agreement" the confidentiality agreement entered into between BBGI and BCI on 13 December
2024;
"CSSF" means the Luxembourg Commission de Surveillance du Secteur Financier;
"Daily Official List" the Daily Official List published by the London Stock Exchange;
"Day 60" the 60th day following the publication of the Offer Document, or such other
date as may otherwise be set as being such day for the purposes of the
timetable of the Offer pursuant to the Implementation Agreement;
"Depositary" MUFG Corporate Markets Trustees (UK) Limited (formerly Link Market Services
Trustees Limited);
"Disclosed" the information disclosed by, or on behalf, of BBGI:
(i) in the annual report and accounts of the BBGI Group for the financial year
ended 31 December 2023, or in its half year financial report for the six
months ended 30 June 2024;
(ii) in any other announcement to a Regulatory Information Service by, or on
behalf of BBGI prior to the Announcement Date;
(iii) filings made with the RCS and appearing on BBGI's file at the RCS within
the two years preceding, and ending on, the Announcement Date;
(iv) as otherwise fairly disclosed to Bidco (or its respective officers,
employees, agents or advisers) during management due diligence meetings in
connection with the Offer or in writing on or prior to the date of this
Announcement (including all matters fairly disclosed in the written replies,
correspondence, documentation and information provided in the electronic data
room operated on behalf of BBGI or sent to BCI or any of its professional
advisers during the due diligence process and whether or not in response to
any specific request for information made by BCI or any of its professional
advisers); or
(v) in this Announcement;
"Estimated 31 December 2024 Net Asset Value" the unaudited estimated net asset value per BBGI Share of 142.7 pence as at 31
December 2024;
"FCA" the UK Financial Conduct Authority;
"FIRB Act" the Australian Foreign Acquisitions and Takeovers Act 1975 (Cth);
"General Meeting" the general meeting of BBGI Shareholders (including any adjournment thereof)
to be convened for the purpose of considering and if thought fit approving,
the Resolutions;
"General Partner" Boswell Holdings 3 GP S.à r.l., a private limited liability company
(société à responsabilité limitée) established and existing under the
laws of Luxembourg;
"GWB" the German Gesetz gegen Wettbewerbsbeschränkunge, Restraints of Competition
Act;
"I&RR" infrastructure and renewable resources;
"Implementation Agreement" the implementation agreement entered into between BBGI and Bidco on the
Announcement Date;
"Jefferies" Jefferies International Limited, financial adviser to BBGI;
"Last Accounts Date" means 31 December 2023;
"Listing Rules" the listing rules made by the FCA;
"London Stock Exchange" the London Stock Exchange plc;
"Long-Stop Date" means midnight on 6 September 2025 or such later date (if any) as Bidco may,
subject to the terms of the Implementation Agreement, specify;
"Luxembourg" the Grand Duchy of Luxembourg;
"Management Arrangements" the arrangements set out in paragraph 11 of this Announcement;
"Member State" a member state of the European Union from time to time;
"NS&I Act" the UK National Security and Investment Act 2021;
"Offer" the recommended all cash offer to be made by Bidco for the entire issued and
to be issued share capital of BBGI (including all outstanding BBGI Share
Awards) not already owned, or agreed to be acquired, by Bidco, on the terms
set out in this Announcement and to the full terms and conditions to be set
out in the Offer Document and, where the context so requires, any subsequent
revision, variation, extension or renewal of such offer;
"Offer Document" the document to be sent to BBGI Shareholders containing, amongst other things,
the terms and conditions of the Offer;
"Offer Period" means the period commencing from the date of this Announcement and ending on
the earlier of (i) the date on which the Offer becomes, or (ii) is declared,
unconditional and the date on which the Offer lapses or is withdrawn;
"Offer Price" 147.5 pence;
"Official List" the Official List maintained by the FCA;
"Overseas Shareholders" BBGI Shareholders (or nominees of, or custodians or trustees for BBGI
Shareholders) not resident in, or nationals or citizens of, the United
Kingdom;
"PPP" public-private partnership;
"PwC" PricewaterhouseCoopers LLP and its corporate advisory affiliates;
"RBC" RBC Europe Limited (trading as RBC Capital Markets);
"RCS" means the Luxembourg Register of Commerce and Companies;
"Regulatory Conditions" means the Conditions at paragraphs 2(a) to 2(e) of Part B of Appendix I to
this Announcement;
"Resolutions" the resolutions to authorise the Asset Sale and to approve the appointments of
Bidco's nominees to the BBGI Supervisory Board (with effect from the
cancellation of the listing of BBGI Shares on the Official List and trading on
the Main Market of the London Stock Exchange), each of which requires the
approval of a majority of the votes cast at the General Meeting;
"Registrar" MUFG Corporate Markets Trustees (UK) Limited (formerly Link Market Services
Trustees Limited);
"Regulatory Information Service" any of the services set out in Appendix III to the Listing Rules;
"Restricted Jurisdiction" any jurisdiction where local law or regulation may result in a significant
risk of civil, regulatory or criminal exposure if information concerning the
Offer is sent or made available to BBGI Shareholders in that jurisdiction;
"Secretary of State" one of His Majesty's Principal Secretaries of State in the United Kingdom;
"Shareholder Approval Condition" the Condition set out at paragraph 1(b) of Part A of Appendix I of this
Announcement;
"Significant Interest" in relation to an undertaking, a direct or indirect interest of 20 per cent.
or more of the total voting rights conferred by the equity share capital (as
defined in section 548 of the UK Companies Act) of such undertaking;
"Takeover Panel" the UK Panel on Takeovers and Mergers;
"Third Party" any government or governmental, quasi-governmental, supranational, statutory,
regulatory, environmental or investigative body, court, trade agency,
association, institution, any entity owned or controlled by any relevant
government or state, or any other body or person whatsoever in any
jurisdiction;
"UK Companies Act" the UK Companies Act 2006, as amended;
"Unconditional Date" Day 60 or such earlier date as Bidco may specify in any Acceleration
Statement, unless, where permitted, it has set aside that statement;
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US" the United States of America, its territories and possessions, any state of
the United States of America, the District of Columbia and all other areas
subject to its jurisdiction and any political sub-division thereof;
"Wider BBGI Group" BBGI and its subsidiary undertakings, associated undertakings and any other
undertaking in which BBGI and/or such undertakings (aggregating their
interests) have a Significant Interest; and
"Wider Bidco Group" BCI and its subsidiary undertakings and associated undertakings and any
undertaking in which BCI, funds advised by BCI and/or such undertakings
(aggregating their interests) have a Significant Interest; and
"Winterflood" Winterflood Securities Limited, corporate broker to BBGI.
For the purposes of this Announcement, references to any English legal term
shall, in respect of any jurisdiction other than England or in respect of
Bidco or any member of the Wider BBGI Group which is incorporated or operating
in a jurisdiction other than England, shall be deemed to include what most
nearly approximates in that jurisdiction to the English legal term.
References in this Announcement to the provisions of the Companies Act 2006
shall be deemed to apply to the BBGI Shares as if BBGI had been incorporated
under that Act.
"subsidiary", "subsidiary undertaking" and "undertaking" have the respective
meanings given thereto by the UK Companies Act and "associated undertaking"
has the meaning given by paragraph 19 of Schedule 6 to the UK Large and
Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008,
other than paragraph 19(1)(b) of Schedule 6 to those regulations which shall
be excluded for this purpose.
All references to "pounds", "pounds Sterling", "Sterling", "GBP", "£",
"pence", "penny" and "p" are to the lawful currency of the United Kingdom.
All the times referred to in this Announcement are London times unless
otherwise stated. References to the singular include the plural and vice
versa.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
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. END OUPUNSNRVNUURRRRecent news on BBGI Global Infrastructure SA
See all newsREG - BBGI Global Infrast. Morgan Stanley - Holding(s) in Company
AnnouncementREG - BBGI Global Infrast. - Result of AGM
AnnouncementREG - BBGI Global Infrast. - Annual Financial Report
AnnouncementREG - Brit.Columbia I.M. BBGI Global Infrast. - Offer Acceptance Level Update
AnnouncementREG - BBGI Global Infrast. - Holding(s) in Company
Announcement