Final Possible Offer - Irrevocable Undertaking
23/01/2025 07:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250123:nRSW3863Ua&default-theme=true
RNS Number : 3863U Macquarie Infra.& Real Assets Ltd. 23 January 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 OF SUCH JURISDICTION
THIS IS A PUBLIC ANNOUNCEMENT PURSUANT TO THE PROVISIONS OF SECTION 4
PARAGRAPH 3 OF THE DUTCH OFFER DECREE ON PUBLIC TAKEOVER BIDS (BESLUIT
OPENBARE BIEDINGEN WFT)
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
For immediate release
23 January 2025
Final Possible Offer for Renewi - Update on Irrevocable Undertaking
On 28 November 2024, Macquarie Asset Management, on behalf of one or more
funds or entities managed by Macquarie Infrastructure and Real Assets (Europe)
Limited (including as portfolio manager) and its affiliates and any relevant
subsidiaries of such funds or entities ("Macquarie") and Renewi plc ("Renewi")
announced a possible offer for Renewi by Macquarie (the "Final Possible
Offer") (the "Final Possible Offer Announcement").
The Final Possible Offer Announcement disclosed that Macquarie had received an
irrevocable undertaking from Paradice Investment Management LLC ("Paradice")
to vote (or procure to vote) in favour of the Final Possible Offer in respect
of an aggregate 657,826 Renewi shares, representing approximately 0.8 per
cent. of Renewi's issued ordinary share capital on the Latest Practicable Date
before the Possible Offer Announcement (the "Paradice Undertaking").
In accordance with Rule 2.10(c) of the Code, Macquarie announces that Paradice
has notified Macquarie that it has disposed of 98,421 Renewi shares and no
longer controls the voting interests of a further 239,139 Renewi shares that
were subject to the Paradice Undertaking. Paradice is therefore no longer able
to vote (or procure to vote) in favour of the Final Possible Offer in relation
to 337,560 Renewi shares, representing approximately 0.4 per cent. of Renewi's
issued ordinary share capital as at the close of business on 22 January 2025
(being the date prior to the date of this announcement).
Excluding those 337,560 Renewi shares, Macquarie has received irrevocable
undertakings to vote (or procure to vote) in favour of the Final Possible
Offer in respect of a total, in aggregate, of 11,797,720 Renewi shares,
representing approximately 14.7 per cent. of Renewi's issued ordinary share
capital.
Enquiries:
Macquarie +44 20 3037 4014
Helena Slater
Important Notice
This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or solicitation of any offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval in any jurisdiction, whether pursuant to
this announcement or otherwise.
The release, distribution or publication of this announcement in jurisdictions
outside the United Kingdom or The Netherlands may be restricted by laws of the
relevant jurisdictions and therefore persons into whose possession this
announcement comes should inform themselves about, and observe, any such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdiction.
Disclosure requirements of the Code
Under Rule 8.3(a) of the 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 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, 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 at
http://www.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. If you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Rule 26.1 Disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available at https://www.macquarie.com/uk/en/about/news.html
(https://urldefense.com/v3/__https:/www.macquarie.com/uk/en/about/news.html__;!!AcBi8707M5M!oJxWdH1KnFw7KBo9bsigkFeKe33eMW0T1Zb6W76gXRWe3yihVdaCm-NUczP1AY4SFBRX2T_v9fCDabzNRVhH8EShMVJ7OZtRBA$)
, by no later than 12 noon (London time) on the business day following this
announcement. The content of the website referred to in this announcement is
not incorporated into and does not form part of this announcement.
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
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END OUPGGGDBUSDDGUX