REG - Renewi PLC Macquarie Infra & RA Brit.Columbia I.M. - CANCELLATION OF RENEWI SHARES

Goldman SachsAnnouncement

Yesterday 08:30

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RNS Number : 8996L  Renewi PLC  09 June 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

FOR IMMEDIATE RELEASE

9 June 2025

RECOMMENDED FINAL CASH ACQUISITION

of

Renewi plc ("Renewi")

by

Earth Bidco B.V. ("BidCo")

(a newly formed company indirectly controlled by Macquarie European
Infrastructure Fund 7 SCSp ("MEIF 7") (an investment fund managed by Macquarie
Asset Management Europe      S.à r.l.) and BCI UK IRR Limited ("BCI UK")
(an indirect subsidiary of British Columbia Investment Management Corporation
("BCI")) (MEIF 7 and BCI UK together, the "Consortium")

as effected by means of a Court-sanctioned scheme of arrangement

under Part 26 of the Companies Act 2006

CANCELLATION OF LISTING AND ADMISSION TO TRADING OF RENEWI SHARES

Further to the announcement made by Renewi and BidCo on 6 June 2025 that the
Scheme has become Effective in accordance with its terms, Renewi today
announces that, following an application by Renewi:

·      the London Stock Exchange has cancelled the trading in Renewi
Shares on the Main Market of the London Stock Exchange and the Financial
Conduct Authority has cancelled the listing of Renewi Shares on the Official
List of the Financial Conduct Authority; and

·      Euronext Amsterdam N.V. has approved the delisting of Renewi
Shares and has cancelled the listing of Renewi Shares on Euronext Amsterdam,

in each case with effect from 7.30 a.m. today (London time), 9 June 2025.

This announcement should be read in conjunction with the full text of the
circular in relation to the Court-sanctioned scheme of arrangement under Part
26 of the Companies Act 2006 to implement the Acquisition published on 28
February 2025 (the "Scheme Document"). Capitalised terms used but not
otherwise defined in this announcement have the meanings set out in the Scheme
Document.

 

Enquiries

 Renewi
 Anne Metz, Director of Investor Relations                               +31 6 4167 9233

 FTI Consulting (PR Adviser to Renewi)
 Alex Le May                                                             +44 203 727 1340

 Richard Mountain

 Goldman Sachs International (Lead Financial Adviser to Renewi)
 Nimesh Khiroya                                                          +44 20 7774 1000

 Rutger van Halder

 Amit Puri

 Greenhill & Co. International LLP (Financial Adviser and Rule 3 Adviser to
 Renewi)
 Dean Rodrigues                                                          +44 20 7198 7400

 David Wyles

 Charlie Stripp

 Berenberg (Joint Corporate Broker to Renewi)
 Toby Flaux                                                              +44 20 3207 7800

 John Welch

 James Thompson

 Peel Hunt (Joint Corporate Broker to Renewi)
 Mike Bell                                                               +44 20 7418 8900

 Dominic Convey

 Charlotte Sutcliffe

 Macquarie
 Helena Slater                                                           +44 20 3037 4014

 BCI
 Olga Petrycki                                                           +1 778 410 7310

 Citigate Dewe Rogerson (PR Adviser to the Consortium)
 Caroline Merrell                                                        +44 78 5221 0339

 Michael Mpofu                                                           +44 79 3268 1947

 Citigroup Global Markets Limited (Financial Adviser to BidCo and Joint
 Financial Adviser to the Consortium)
 Barry Weir                                                              +44 20 7986 4000

 Sian Evans

 Robert Redshaw

 Macquarie Capital (Joint Financial Adviser to the Consortium)
 Adam Hain                                                               +44 20 3037 2000

 Ashish Mehta

 

Important notices

Citigroup Global Markets Limited ("Citi"), which is authorised by the
Prudential Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United Kingdom, is
acting exclusively as financial adviser to BidCo and the Consortium and for no
one else in connection with the matters described in this announcement and the
Acquisition and will not be responsible to anyone other than BidCo and the
Consortium for providing the protections afforded to its clients nor for
providing advice in connection with the Acquisition or any other matters
referred to in this announcement. Neither Citi nor any of its affiliates,
directors or employees owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, consequential, whether in contract,
tort, in delict, under statute or otherwise) to any person who is not a client
of Citi in connection with this announcement, any statement contained herein,
the Acquisition or otherwise.

Goldman Sachs International ("Goldman Sachs"), which is authorised by the
Prudential Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United Kingdom, is
acting exclusively as financial adviser to Renewi and no one else in
connection with the Acquisition. Neither Goldman Sachs or its affiliates, nor
their respective partners, directors, officers, employees or agents are
responsible to anyone other than Renewi for providing the protections afforded
to clients of Goldman Sachs or for providing advice in connection with the
Acquisition or for any other matter referred to herein.

Greenhill & Co. International LLP ("Greenhill"), a Mizuho affiliate, which
is authorised and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively as financial adviser to Renewi and no one else
in connection with the Acquisition and will not be responsible to anyone other
than Renewi for providing the protections afforded to clients of Greenhill, or
for providing advice in connection with the Acquisition or any matter referred
to herein.

Macquarie Capital France SA, which is authorised and regulated by the
Autorité de Contrôle Prudentiel et de Résolution and the Autorité des
Marchés financiers and Macquarie Capital (Europe) Limited, which is regulated
by the Financial Conduct Authority in the United Kingdom (together, "Macquarie
Capital") is acting as financial adviser exclusively for the Consortium and no
one else in connection with the Acquisition. In connection with such matters,
Macquarie Capital, its affiliates and their respective directors, officers,
employees and agents will not regard any other person as their client, nor
will they be responsible to any other person for providing the protections
afforded to their clients or for providing advice in connection with the
contents of this announcement or any other matter referred to herein. Neither
Macquarie Capital (Europe) Limited nor Macquarie Capital France SA is an
authorized deposit-taking institution for the purposes of the Banking Act 1959
(Commonwealth of Australia), and their obligations do not represent deposits
or other liabilities of Macquarie Bank Limited ABN 46 008 583 542. Any
investments are subject to investment risk including possible delays in
repayment and loss of income and principal invested. Macquarie Bank Limited
does not guarantee or otherwise provide assurance in respect of the
obligations of Macquarie Capital (Europe) Limited or Macquarie Capital France
SA.

Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg"), which is
authorised and regulated by the German Federal Financial Supervisory Authority
and is authorised and regulated in the United Kingdom by the FCA, is acting
exclusively for Renewi and no one else in connection with the matters set out
in this announcement and will not be responsible to anyone other than Renewi
for providing the protections afforded to clients of Berenberg for providing
advice in connection with any matter referred to herein. Neither Berenberg 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 Berenberg in connection with
this announcement, any statement contained herein or otherwise.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the FCA in
the United Kingdom, is acting exclusively for Renewi and for no one else in
connection with the matters set out in this announcement and will not be
responsible to anyone other than Renewi for providing the protections afforded
to clients of Peel Hunt nor for providing advice in relation to the matters
set out in this announcement. Neither Peel Hunt nor any of its affiliates owes
or accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Peel Hunt in connection with this announcement,
any statement contained herein or otherwise.

Publication on website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
will be available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, for inspection on BidCo's website at
https://www.macquarie.com/uk/en/macquarie-renewi-offer.html
(https://www.macquarie.com/uk/en/macquarie-renewi-offer.html) and on Renewi's
website at https://www.renewi.com/en/investors/investor-relations/offer
(https://www.renewi.com/en/investors/investor-relations/offer) by no later
than 12 noon (London time) on the day (excluding any Non-Working Days)
following the publication of this announcement.

Save as expressly referred to in this announcement, neither the contents of
these websites nor the content of any other website accessible from hyperlinks
on such websites is incorporated into, or forms part of, this announcement.

 

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