REG - Go-Ahead Group PLC Kelsian Group Ltd - Kelsian Announcement & Update on Consortium Offer

KelsianAnnouncement

21/07/2022 07:00

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RNS Number : 2321T  Go-Ahead Group PLC  21 July 2022

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

 

21 July 2022

 

KELSIAN ANNOUNCEMENT AND UPDATE ON CONSORTIUM OFFER

 

Announcement by Kelsian Group Ltd

The Board of The Go-Ahead Group plc ("Go-Ahead" or the "Company") notes the
announcement released on 21 July 2022 by Kelsian Group Ltd ("Kelsian") under
Rule 2.8 of the City Code on Takeovers and Mergers that it does not intend to
make an offer for Go-Ahead. Accordingly, Kelsian is no longer a potential
offeror for Go-Ahead.

 

Update on offer by Kinetic TCo Pty Ltd and Globalvia Inversiones S.A.U.

On 13 June 2022, the boards of directors of Go-Ahead and Gerrard Investment
Bidco Limited ("Bidco"), a newly formed company indirectly owned by Kinetic
TCo Pty Ltd and Globalvia Inversiones S.A.U. (the "Consortium"), announced
that they had reached agreement on the terms of a recommended cash acquisition
of Go-Ahead by Bidco (the "Consortium Offer").

 

Under the terms of the Consortium Offer, Go-Ahead Shareholders will be
entitled to receive 1,500 pence for each Go-Ahead Share, comprising, for each
Go-Ahead Share: 1,450 pence in cash and a special dividend of 50 pence per
Go-Ahead Share, in lieu of a final dividend for the year ending 2 July 2022.
The Go-Ahead Directors continue to recommend the Consortium Offer unanimously
to Go-Ahead Shareholders.

 

Go-Ahead confirms that the Court Meeting and the General Meeting to consider
the Consortium Offer will be held at Herbert Smith Freehills, Exchange House,
Primrose Street, London EC2A 2EG on 8 August 2022 at 10.00 a.m. and 10.15 a.m.
(or, if later, immediately after the conclusion or adjournment of the Court
Meeting), respectively. Further details of both Meetings are set out in the
circular in relation to the Consortium Offer (the "Scheme Document") which was
published on 11 July 2022. The Scheme Document also contains an expected
timetable of principal events in relation to the Consortium Offer.

 

The Go-Ahead Directors recommend that Go-Ahead Shareholders vote in favour of
the Scheme at the Court Meeting and in favour of the Special Resolution to be
proposed at the General Meeting.

 

Capitalised terms used in this announcement (the "Announcement") shall, unless
otherwise defined, have the same meanings as set out in the Scheme Document.
All references to times in this Announcement are to London, United Kingdom
times unless stated otherwise.

 

Enquiries:

 Go-Ahead
 Investor Enquiries                                                    +44 20 7799 8971

 Christian Schreyer

 Sarah Mussenden

 Media Enquiries                                                       +44 7977 343846

 Andrew Clark

 Rothschild & Co (Lead Financial Adviser to Go-Ahead)                  +44 20 7280 5000
 John Deans

 Sabina Pennings

 Investec (Financial Adviser and Joint Corporate Broker to Go-Ahead)   +44 20 7597 4000
 James Rudd

 Ben Griffiths

 Peel Hunt (Financial Adviser and Joint Corporate Broker to Go-Ahead)  +44 20 7418 8900
 Harry Nicholas

 Charles Batten

 John Welch

 Citigate Dewe Rogerson (PR Adviser to Go-Ahead)
 Lorna Cobbett (media)                                                 +44 7771 344781

 Holly Gillis (investors)                                              +44 7940 797560

 

Herbert Smith Freehills LLP is acting as legal adviser to Go-Ahead in
connection with the Acquisition.

 

Important notice

This Announcement is for information purposes only and is not intended to and
does not and is not intended to constitute or form part of any offer or
invitation to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of, any securities or the solicitation of any vote or approval in
relation to the Acquisition or the Scheme or otherwise, in any jurisdiction in
which such offer, invitation or solicitation is unlawful.

The Acquisition shall be implemented solely pursuant to the terms of the
Scheme Document which, together with the Forms of Proxy, contains the full
terms and conditions of the Acquisition, including details of how to vote in
respect of the Acquisition.

Disclaimers

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for Go-Ahead and for no one else in connection
with the subject matter of this announcement and will not be responsible to
anyone other than Go-Ahead for providing the protections afforded to its
clients or for providing advice in connection with the subject matter of this
announcement. Neither Rothschild & Co 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 Rothschild & Co in connection with this Announcement, any
statement contained herein, the Acquisition or otherwise. No representation or
warranty, express or implied, is made by Rothschild & Co as to the
contents of this Announcement.

Investec Bank plc ("Investec"), which is authorised by the Prudential
Regulation Authority (the "PRA") and regulated by the Financial Conduct
Authority and PRA in the United Kingdom, is acting exclusively as financial
adviser and joint corporate broker to Go-Ahead and for no one else in
connection with the Acquisition and will not be responsible to any person
other than Go-Ahead for providing the protections afforded to clients of
Investec, nor for providing advice in relation to the Acquisition, the content
of this announcement or any matter referred to in this announcement. Neither
Investec nor any of its subsidiaries, branches or affiliates owes or accepts
any duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of Investec in connection with this announcement, any statement
contained herein or otherwise.

Peel Hunt LLP, which is authorised and regulated by the FCA, is acting
exclusively for Go-Ahead in its capacity as financial adviser and joint
corporate broker and no one else in connection with the Acquisition or any
other matter referred to in this announcement, and will not be responsible to
anyone other than Go-Ahead for providing the protections afforded to clients
of Peel Hunt LLP or for providing advice in connection with the Acquisition or
any other matters referred to in this announcement. Neither Peel Hunt LLP 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 Peel Hunt LLP in connection
with the Acquisition, this announcement, any statement contained herein or
otherwise. No representation or warranty, express or implied, is made by Peel
Hunt LLP as to the contents of this announcement.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(London time) on the 10th business day following the announcement in which any
securities exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position Disclosure must
instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company or of
any securities exchange offeror. A Dealing Disclosure must 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 each of (i) the
offeree company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 pm (London time) on the business day following the date of the
relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website
atwww.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

Publication on a website

This Announcement shall be made available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on Go-Ahead's
website at www. https://www.go-ahead.com/investors/offer by 12 noon (London
time) on the business day following the date of this Announcement. For the
avoidance of doubt, the content of this website is not incorporated into and
does not form part of this Announcement.

 

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