REG - Brit.Columbia I.M. BBGI Global Infrast. - Resumption of Offer Timetable

BBGI Global Infrastructure SAAnnouncement

22/04/2025 15:30

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RNS Number : 7245F  British Columbia Inv.Mgt. Corp.  22 April 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

FOR IMMEDIATE RELEASE

22 April 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")

 

RESUMPTION OF OFFER TIMETABLE

 

On 6 February 2025 Bidco and BBGI announced that they had reached agreement on
the terms of a recommended cash offer to be made by Bidco, a newly formed
special limited partnership (société en commandite spéciale) indirectly
controlled by BCI, to acquire the entire issued and to be issued share capital
of BBGI (the "Offer"). The offer document in relation to the Offer was
published and made available to BBGI Shareholders on 6 March 2025 (the "Offer
Document").

 

Highlights

 

·      All of the Regulatory Conditions required for the Offer have now
been satisfied

 

·      Offer timetable resumed with the final day for acceptances ("Day
60") being 20th May 2025

 

·      Shareholders urged to accept the Offer as soon as possible in
accordance with the procedures set out in the Offer Document

 

Duncan Ball, CEO of BBGI commented:

 

"We are delighted that the final regulatory clearance required for the Offer
has now been received. This allows the Offer timetable to be resumed with the
final acceptance date now being 20th May 2025. 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 and as such we urge
shareholders to accept the Offer as soon as possible"

 

 

Update on satisfaction of Regulatory Conditions

 

On 11 April 2025 Bidco announced the suspension of the Offer timetable as a
result of the Regulatory Condition relating to foreign direct investment
clearance in the United Kingdom not having been satisfied or waived on that
date.

 

Bidco and BBGI are pleased to confirm that, following the receipt of the
relevant confirmations pursuant to the NS&I Act by Bidco, all of the
Regulatory Conditions set out in paragraphs 2(a) to 2(e) (inclusive) of Part A
of Part III (Conditions and further terms of the Offer) of the Offer Document
have now been satisfied.

 

Resumption of Offer timetable

 

Bidco confirms that:

 

·           the timetable for the Offer will resume with effect
from today's date;

 

·           today's date of 22 April 2025 constitutes the 28th day
prior to Day 60; and

 

·           the new Day 60 (referred to as the "Unconditional Date"
in the Offer Document) is 20 May 2025.

 

The Offer remains subject to the satisfaction (or if permitted, waiver) of
certain other Conditions set out in Part A of Part III (Conditions and further
terms of the Offer) of the Offer Document, including the Acceptance Condition.
Subject to the satisfaction or waiver (as applicable) of the other Conditions,
it is currently expected that the Offer will become or be declared
Unconditional by 20 May 2025.

 

Bidco will also recommence the announcement of acceptance levels and will make
the next such announcement by no later than 8.00 a.m. (London time) on the
business day following this announcement.

 

Action to be taken to accept the Offer

 

BBGI Shareholders who have not yet accepted the Offer are encouraged to do so
as soon as possible in accordance with the procedures set out in the Offer
Document.

To accept the offer, acceptances in respect of BBGI Depository Interests
(representing underlying BBGI Shares) held in dematerialised form should be
made electronically through CREST. The acceptance should be made so that the
TTE instruction settles no later than 1.00 p.m. (London time) on the
Unconditional Date (i.e. by 1.00 p.m. on 20 May 2025). CREST sponsored members
should refer to their CREST sponsor as only the CREST sponsor will be able to
send the necessary TTE instruction to Euroclear.

Further details about how to make an Electronic Acceptance are set out in
paragraph 14 of Part I (Letter from Bidco to BBGI Shareholders) and Part III
(Conditions and further terms of the Offer) of the Offer Document.

Settlement

Settlement of the consideration to which any BBGI Shareholder is entitled
under the Offer will be effected: (i) in the case of acceptances received,
complete in all respects by the Unconditional Date, within 14 days after the
Unconditional Date; and (ii) in the case of further acceptances received,
complete in all respects, after the Unconditional Date but while the Offer
remains open, no later than 14 days after receipt of the relevant acceptance.

Cancellation of listing and Asset Sale

BBGI Shareholders are reminded that, as stated in the Offer Document, if the
Offer becomes or is declared Unconditional, BBGI will make an application to
the FCA to cancel the listing of the BBGI Shares from the Official List and an
application to the London Stock Exchange for the cancellation of the admission
to trading of BBGI Shares on the Main Market.

It is expected that such cancellation of listing and admission to trading will
take effect no earlier than 20 Business Days after the Unconditional Date.
BBGI will make an announcement through a Regulatory Information Service
confirming the Delisting Date.

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 and/or
BBGI Depository Interests and BBGI Shareholders are therefore strongly
encouraged to accept the Offer prior to the Unconditional Date.

As described in paragraph 11 of Part 1 (Letter from Bidco to BBGI
Shareholders) of the Offer Document, subject to the Offer becoming
Unconditional and the occurrence of the Delisting Date, Bidco and BBGI may
implement the Asset Sale, being the sale by BBGI, directly or indirectly, of
all or any of its assets and undertaking to Bidco (or an affiliate of Bidco)
at fair value and otherwise on terms and conditions as either of the BBGI
Boards may deem fit.

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 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/or BBGI Depository Interests and to ensure that, if
the Offer becomes or is declared Unconditional, they realise value for their
BBGI Shares in cash at a premium pursuant to the Offer and under the proposed
Offer timetable.

 

BBGI Shareholder helpline

If you have any questions about this announcement or are in any doubt as to
how to accept the Offer, please contact the Depository and Receiving Agent,
MUFG, by telephone on +44 (0) 371 664 0321 or by email at
shareholderenquiries@cm.mpms.mufg.com. Calls outside the United Kingdom will
be charged at the applicable international rate. The helpline is open between
9.00 a.m. to 5.30 p.m. (London time), Monday to Friday, excluding public
holidays in England and Wales. Please note that the Depository and Receiving
Agent cannot provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes. The helpline cannot
provide advice on the merits of the Offer, nor give any financial, legal or
tax advice.

Terms used but not defined in this announcement have the meaning given to them
in the Offer Document. A copy of the Offer Document is available on BBGI's
website at https://www.bb-gi.com/investors/offer/.

 

Enquiries:

 BCI                                                             +1 778 410 7310
 Olga Petrycki (Director, Corporate & 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

 PricewaterhouseCoopers LLP                                      +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

 Winterflood Securities Limited (Corporate Broker to BBGI)       +44 (0) 203 100 0000
 Neil Langford

 

Important notices relating to financial advisers

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.

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 Winterflood 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 and the Offer Document
are not subject to the jurisdiction of, or being regulated by, the Takeover
Panel.

As the Offer and this document are not subject to the Code, persons reading
the Offer Document should be aware that the information contained in it may
not be the same as the information that would be contained in an offer
document prepared in accordance with the Code.

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
is being made solely by means of the Offer Document, which contains the full
terms and Conditions of the Offer.

This announcement does not constitute a prospectus, prospectus equivalent or
exempted document.

If you are in any doubt about the Offer, the contents of this announcement or
the action you should take, you should consult an independent financial
adviser authorised under the Financial Services and Markets Act 2000 (as
amended) if you are resident in the United Kingdom. If you are not resident in
the United Kingdom you should consult another appropriately authorised
independent financial adviser.

Overseas Shareholders

The release, publication or distribution, in whole or in part, of this
announcement in certain jurisdictions may be restricted by law, and the
availability of the Offer to persons who are residents, citizens or nationals
of jurisdictions other than the United Kingdom may be restricted by laws
and/or regulations of those jurisdictions. Therefore any persons who are
subject to the laws and regulations of any jurisdiction other than the United
Kingdom should inform themselves about and observe any applicable requirements
in their jurisdiction. Any failure to comply with the applicable requirements
may constitute a violation of the laws and/or regulations of any such
jurisdiction.

Unless otherwise determined by Bidco and permitted by applicable law and
regulation, the Offer is not being, and will not be, made available, in whole
or in part, directly or indirectly, in or into or from a Restricted
Jurisdiction where to do so would violate the laws in that jurisdiction and no
person may accept the Offer by any such use, means, instrumentality or from
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.

Copies of this announcement and any formal documentation relating to the Offer
are not being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in or into or from any Restricted Jurisdiction
and persons receiving such documents (including, without limitation, agents,
custodians, nominees and trustees) must not mail, or otherwise forward,
distribute or send them in or into or from any Restricted Jurisdiction. Doing
so may render invalid any related purported acceptance of the Offer. Unless
otherwise permitted by applicable law and regulation, the Offer may not be
made directly or indirectly, in or into, or by the use of mails or any means
or instrumentality (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.

This announcement and any other documentation relating to the Offer has been
prepared for the purposes of complying with English law, the applicable
requirements of the FCA and the London Stock Exchange and applicable
securities law in the United Kingdom 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 any other jurisdiction.

Notice to US Investors

The Offer is being made for securities in a Luxembourg registered company
whose securities are listed on the Official List and admitted to trading on
the Main Market of the London Stock Exchange. BBGI Shareholders in the United
States should be aware that this announcement and any other 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, has 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 made in the United States, would only be made 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.

Both BBGI and Bidco are established under the laws of Luxembourg. It may not
be possible for BBGI Shareholders in the United States 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 and Luxembourg 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 (including information incorporated by reference in this
announcement), statements made regarding the Offer and/or the Asset Sale and
other information published by Bidco and BBGI contain statements which are, or
may be deemed to be, "forward-looking statements". 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 respective businesses.
Forward-looking 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.

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.

Purchases outside the Offer

Bidco, its affiliates and its and their respective nominees or brokers (acting
as agents) may purchase BBGI Shares otherwise than under the Offer, such as in
the open market or through privately negotiated purchases.

Information relating to BBGI Shareholders

Please be aware that, subject to applicable law, 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. 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 Depository and Receiving Agent, MUFG, by telephone on +44 (0) 371 664 0321
or by email at shareholderenquiries@cm.mpms.mufg.com. Calls outside the United
Kingdom will be charged at the applicable international rate. The helpline is
open between 9.00 a.m. to 5.30 p.m. (London time), Monday to Friday,
excluding public holidays in England and Wales. Please note that the
Depository and Receiving Agent 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.

 

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