REG - Renewi PLC Macquarie Infra & RA Brit.Columbia I.M. - Scheme Effective

RenewiAnnouncement

Today 07:00

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RNS Number : 6963L  Renewi PLC  06 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

6 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. ("MAMES")) and BCI UK IRR Limited
("BCI UK") (an indirect subsidiary of British Columbia Investment Management
Corporation ("BCI")) (each of MEIF 7 and BCI UK being a "Consortium Member"
and together, the "Consortium")

to be effected by means of a Court-sanctioned scheme of arrangement

under Part 26 of the Companies Act 2006

Scheme Effective

The boards of Renewi and BidCo are pleased to announce that, following
delivery of a copy of the Court Order to the Registrar of Companies today for
registration, the scheme of arrangement between Renewi and the Scheme
Shareholders under Part 26 of the Companies Act 2006 (the "Scheme") to
implement the recommended all cash acquisition of the entire issued and to be
issued ordinary share capital of Renewi (the "Acquisition") has now become
Effective and, pursuant to the Scheme, the entire issued and to be issued
share capital of Renewi is now owned by BidCo.

Full details of the Acquisition are set out in the scheme document published
on 28 February 2025 (the "Scheme Document"). Unless otherwise defined, all
capitalised terms in this announcement have the meaning given to them in the
Scheme Document. All references to times are to London, UK, times unless
otherwise stated.

Settlement of consideration

As set out in the Scheme Document, a Scheme Shareholder on the register of
members of Renewi at the Scheme Record Time, being 6.00 p.m. on 5 June 2025,
is entitled to receive consideration as provided for in the Scheme Document.

Settlement of the consideration to which any Scheme Shareholder is entitled
will be effected as provided for in the Scheme Document by no later than 20
June 2025.

Suspension and cancellation of trading

As previously advised, the suspension of listing of the Renewi Shares on the
Official List and from trading on the Main Market and Euronext Amsterdam will
take effect from 7:30 a.m. today.

Following applications to the FCA, the London Stock Exchange and Euronext
Amsterdam, the cancellation of the listing of the Renewi Shares on the
Official List and the cancellation of the admission to trading of the Renewi
Shares on the Main Market and Euronext Amsterdam is expected to take effect by
7.30 a.m. on 9 June 2025.

Upon the Scheme having become Effective, share certificates in respect of the
Scheme Shares have ceased to be valid documents of title and entitlements to
Scheme Shares held in uncertificated form in CREST are being cancelled.

End of offer period

Renewi is no longer in an 'offer period' as defined in the Takeover Code and
accordingly the dealing disclosure requirements previously notified to Renewi
Shareholders no longer apply.

Board changes

As the Scheme has now become Effective, as of today's date all of the
non-executive directors of Renewi have resigned from the Renewi Board.

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

You should read this announcement and the Scheme Document and if you are in
any doubt as to the Acquisition or the action you should take, you are
recommended to seek your own independent financial advice immediately from
your stockbroker, solicitor, accountant, bank manager or other 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 you are not
so resident, from another appropriately authorised independent financial
adviser.

This announcement does not constitute or form part of an offer or an
invitation to purchase or subscribe for any securities, or a solicitation of
an offer to buy any securities, whether pursuant to this announcement or
otherwise, in any jurisdiction in which such offer, invitation or solicitation
is or would be unlawful.

This announcement does not comprise a prospectus or a prospectus equivalent
document or an exempted document.

The contents of this announcement do not amount to, and should not be
construed as, legal, tax, business or financial advice.

The statements contained in this announcement are made as at the date of this
announcement, unless some other date is specified in relation to them, and
publication of this announcement shall not give rise to any implication that
there has been no change in the facts set forth in this announcement since
such date.

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.

 

Overseas jurisdictions

The release, publication or distribution of this announcement in or into
certain jurisdictions other than the United Kingdom or the Netherlands may be
restricted by law and/or regulation. Persons who are not resident in the
United Kingdom or the Netherlands or who are subject to other jurisdictions
should inform themselves of, and observe, any applicable legal or regulatory
requirements. Further details in relation to Overseas Shareholders are
contained in the Scheme Document. Any failure to comply with any such
restrictions may constitute a violation of the laws and/or regulations of any
such jurisdiction. To the fullest extent permitted by applicable law, the
companies and persons involved in the Acquisition disclaim any responsibility
or liability for the violation of any such restrictions by any person.

The announcement has been prepared for the purpose of complying with English
law, Scots law, the Takeover Code, the UK Listing Rules, the Market Abuse
Regulation (EU) No 596/2014 as it forms part of UK law and the Market Abuse
Regulation (EU) No 596/2014  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 jurisdictions.

The availability of the Acquisition to Renewi Shareholders who are not
resident in the United Kingdom or the Netherlands may be affected by the laws
of the relevant jurisdictions in which they are resident. Persons who are not
resident in the United Kingdom or the Netherlands should inform themselves of,
and observe, any applicable legal or regulatory requirements.

Additional information for investors in the United States

Renewi Shareholders in the United States should note that the Acquisition
relates to the shares of a Scottish company listed on the Official List of the
London Stock Exchange and Euronext Amsterdam and is proposed to be effected by
means of a scheme of arrangement under Part 26 of the Companies Act which will
be governed by Scots law. A transaction effected by means of a scheme of
arrangement is not subject to the proxy solicitation or the tender offer rules
under the US Exchange Act.

Accordingly, the Acquisition is subject to the procedural and disclosure
requirements applicable to schemes of arrangement involving a target company
incorporated in Scotland and listed on the Official List of the London Stock
Exchange and Euronext Amsterdam, which differ from the requirements of US
proxy solicitation and tender offer rules.

However, if BidCo were to elect, with the consent of the Panel (where
necessary) and subject to the terms of the Co-operation Agreement and in
compliance with the Takeover Code and the Dutch Offer Decree, to implement the
Acquisition by means of a Takeover Offer, such offer will be made in
compliance with all applicable United States laws and regulations, including,
to the extent applicable, Section 14(e) of the US Exchange Act and Regulation
14E thereunder. Such a takeover would be made in the United States by BidCo
and by no one else.

In accordance with normal UK practice and pursuant to Rule 14(e)-5(b) of the
US Exchange Act (if applicable), BidCo or its nominees or brokers (acting as
agents) may from time to time make certain purchases of, or arrangements to
purchase, shares or other securities of Renewi outside of the US, other than
pursuant to the Acquisition, until the date on which the Acquisition and/or
the Scheme becomes Effective, lapses or is otherwise withdrawn. These
purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices and would comply with applicable
law, including the US Exchange Act. Any information about such purchases or
arrangements to purchase will be disclosed as required in the United Kingdom,
will be reported to a Regulatory Information Service and will be available on
the London Stock Exchange website: www.londonstockexchange.com/
(http://www.londonstockexchange.com/) .

The receipt of consideration by a US holder for the transfer of its Renewi
Shares pursuant to the Scheme may have tax consequences in the US and such
consequences, if any, are not described herein. Each Renewi Shareholder is
urged to consult its independent professional adviser immediately regarding
the tax consequences of the Acquisition applicable to it, including under
applicable United States state and local, as well as overseas and other, tax
laws.

This announcement does not constitute or form a part of any offer to sell or
issue, or any solicitation of any offer to purchase, subscribe for or
otherwise acquire any securities in the United States.

Neither the US Securities and Exchange Commission nor any securities
commission of any state or other jurisdiction of the United States has
approved the Acquisition, passed judgment upon the fairness of the
Acquisition, or passed judgment upon the completeness, adequacy or accuracy of
this announcement. Any representation to the contrary is a criminal offence in
the United States.

Financial information relating to Renewi included in this announcement has
been or shall have been prepared in accordance with accounting standards
applicable in the United Kingdom and may not be comparable to financial
information of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting principles in the
United States ("US GAAP"). US GAAP differs in certain significant respects
from accounting standards applicable in the United Kingdom. None of the
financial information in this announcement has been audited in accordance with
auditing standards generally accepted in the United States or the auditing
standards of the Public Company Accounting Oversight Board (United States).

BidCo is incorporated under the laws of the Netherlands and Renewi is
incorporated under the laws of Scotland. Some or all of the officers and
directors of BidCo and Renewi, respectively, are residents of countries other
than the United States. In addition, most of the assets of BidCo and Renewi
are located outside the United States. As a result, it may be difficult for US
shareholders of Renewi to effect service of process within the United States
upon BidCo or Renewi or their respective officers or directors or to enforce
against them a judgment of a US court predicated upon the federal or state
securities laws of the United States, including judgments based upon the civil
liability provisions of the US federal securities laws. US shareholders of
Renewi may not be able to sue a non-US company or its officers or directors in
a non-US court for violations of US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject themselves
to a US court's jurisdiction or judgment.

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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