REG-Renewi plc Renewi plc: Response to possible offer announcement by Macquarie

RenewiAnnouncement

28/09/2023 13:30

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   Renewi plc (RWI)
   Renewi plc: Response to possible offer announcement by Macquarie

   28-Sep-2023 / 13:24 GMT/BST

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   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

    

   THIS IS  AN  ANNOUNCEMENT FALLING  UNDER  RULE 2.4  OF  THE CITY  CODE  ON
   TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT
   OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN
   BE NO CERTAINTY THAT ANY OFFER WILL BE MADE, NOR AS TO THE TERMS ON  WHICH
   ANY FIRM OFFER MIGHT BE MADE

    

   FOR IMMEDIATE RELEASE

    

   28 September 2023

                                        

                     Renewi PLC (“Renewi” or the “Company”)

                                        

              Response to possible offer announcement by Macquarie

    

   The Board of Renewi  (the “Board”) notes the  recent announcement made  by
   Macquarie Asset Management  (“Macquarie”) regarding a  possible offer  for
   the Company. 

    

   The Board confirms  that on 25  September it received  an unsolicited  and
   highly conditional non-binding  proposal from Macquarie  in relation to  a
   proposed all-cash  offer  of  775  pence  per  Renewi  share.   The  Board
   considered  the  proposal   in  detail  and   believes  it   fundamentally
   undervalues the  value of  Renewi  and its  prospects, and  following  due
   consideration it was rejected this morning. 

    

   The Board of Renewi strongly urges shareholders to take no action at  this
   time.  A further announcement will be made when appropriate.

    

   For the purposes of  Rule 2.5(a) of the  Code, this announcement has  been
   made without the consent of Macquarie.

    

   In accordance with Rule 2.6(a) of the Code, Macquarie is required, by  not
   later than  5.00 p.m.  on 26  October 2023  (being 28  days after  today’s
   date), to  either announce  a firm  intention  to make  an offer  for  the
   Company in accordance with Rule 2.7 of  the Code or announce that it  does
   not  intend  to  make  an  offer  for  the  Company,  in  which  case  the
   announcement will be treated as a statement to which Rule 2.8 of the  Code
   applies. This deadline can  be extended with the  consent of the Panel  on
   Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.

    

    

   For further information:

    

   Paternoster Communications, Financial PR Adviser

   Tom Buchanan         +44 20 3012 0241

    

   Greenhill, Financial Adviser

   Dean Rodrigues, David Wyles, Charlie Stripp     +44 20 7198 7400

    

   Disclaimer

   Greenhill & Co.  International LLP ("Greenhill")  which is authorised  and
   regulated by  the Financial  Conduct Authority  in the  United Kingdom  is
   acting exclusively  for Renewi  and no  one else  in connection  with  the
   matters described herein 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 matters  described  herein.
   Neither Greenhill 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 Greenhill in  connection
   with this announcement, any statement contained herein or otherwise. 

   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(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
   at  1 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. 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 Website

   In accordance with Rule 26.1 of the Code, a copy of this announcement will
   be made available at   2 https://www.renewi.com by no  later than 12  noon
   (London  time)  on  the  first  business  day  after  the  date  of   this
   announcement. The  content  of  the  website  referred  to  above  is  not
   incorporated into and does not form part of this announcement.

    

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   Dissemination of a Regulatory Announcement, transmitted by EQS Group.
   The issuer is solely responsible for the content of this announcement.

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   ISIN:           GB00BNR4T868
   Category Code:  MSCM
   TIDM:           RWI
   LEI Code:       213800CNEIDZBL17KU22
   OAM Categories: 3.1. Additional regulated information required to be
                   disclosed under the laws of a Member State
   Sequence No.:   274685
   EQS News ID:    1737185


    
   End of Announcement EQS News Service

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References

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