Renewi PLC Macquarie Infra & RA - Extension of Rule 2.6 deadline
23/12/2024 07:00
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RNS Number : 0891R Renewi PLC 23 December 2024
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 ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO
MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE
"CODE"). THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE.
THIS IS A PUBLIC ANNOUNCEMENT PURSUANT TO THE PROVISIONS OF SECTION 4
PARAGRAPH 3 OF THE DUTCH DECREE ON PUBLIC TAKEOVER BIDS (BESLUIT OPENBARE
BIEDINGEN WFT) (THE "DUTCH OFFER DECREE") IN CONNECTION WITH A POTENTIAL
VOLUNTARY PUBLIC OFFER FOR THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF
RENEWI PLC. THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT PURSUANT TO SECTION 7
PARAGRAPH 1 OF THE DUTCH OFFER DECREE. THE INFORMATION IN THIS ANNOUNCEMENT IS
NOT INTENDED TO BE COMPLETE. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER,
OR ANY SOLICITATION OF AN OFFER, TO BUY OR SUBSCRIBE FOR ANY SECURITIES. ANY
OFFER (IF MADE) WILL BE MADE IN ACCORDANCE WITH APPLICABLE LAW.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
For immediate
release
23 December 2024
Renewi plc
("Renewi")
Extension of Rule 2.6 deadline
On 28 November 2024, Renewi and 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) or its affiliates and any
relevant subsidiaries of such funds or entities ("Macquarie"), announced that
they had reached preliminary agreement on the financial terms of a potential
acquisition of the entire share capital of Renewi by Macquarie, under which
Renewi shareholders would be entitled to receive 870 pence per share in cash
(the "Final* Possible Offer").
In order to allow Macquarie to finalise its confirmatory due diligence, and
for the finalisation of detailed terms and conditions, Macquarie has
requested, and the Board of Directors (the "Board") of Renewi and the Panel on
Takeovers and Mergers (the "Takeover Panel") have consented to, an extension
of the original deadline under Rule 2.6(a) of the Code of 5.00 p.m. (London
time) on 26 December 2024.
Consequently, in accordance with Rule 2.6(c) of the Code, Macquarie is now
required, by not later than 5.00 p.m. (London time) on 23 January 2025, to
either announce a firm intention to make an offer for Renewi in accordance
with Rule 2.7 of the Code or announce that it does not intend to make an offer
for Renewi, in which case the announcement will be treated as a statement to
which Rule 2.8 of the Code applies. This revised deadline can be extended by
the Board of Renewi, with the consent of the Takeover Panel, in accordance
with Rule 2.6(c) of the Code.
Renewi shareholders are advised to continue to take no action in relation to
this matter. Further announcements will be made when appropriate. There can be
no certainty that any offer will be made.
For the purposes of Rule 2.5(a)(i) of the Code, this announcement has been
made with the consent of Macquarie.
*As previously announced, the financial terms of the Final Possible Offer are
final and will not be increased, save that, in accordance with Rule 2.5(a)(ii)
of the Code, Macquarie reserves the right to revise and increase the financial
terms of the Final Possible Offer where a third party announces a possible
offer or firm intention to make an offer for Renewi on better terms than the
Final Possible Offer.
In accordance with Rule 2.5(a)(i) of the Code, Macquarie reserves the right to
vary the form and/or mix of the offer consideration and/or introduce other
forms of consideration. Macquarie also reserves the right to make an offer on
less favourable terms than the Final Possible Offer:
i. with the consent of the Board of Renewi;
ii. if a third party announces a possible offer or firm intention to
make an offer for Renewi at a lower price than the Final Possible Offer; or
iii. if Renewi announces a Rule 9 waiver transaction pursuant to the Code
or a reverse takeover.
Macquarie will reduce the terms of the Final Possible Offer to take account of
the value of any dividend or any other distribution or return of value to
shareholders which is paid, or becomes payable, by Renewi after the date of
this announcement.
AFM exemption in respect of Section 7 paragraph 1 of the Dutch Offer Decree
In accordance with Section 7 paragraph 1 of the Dutch Offer Decree, Macquarie
was required, by not later than 26 December 2024, to announce whether it
intends to make a public offer and, if so, stipulate the period within which
it intends to file a request for approval of the offer memorandum to the Dutch
Authority for the Financial Markets (the "AFM").
Pursuant to an exemption granted by the AFM on 20 December 2024 in respect of
Section 7 paragraph 1 of the Dutch Offer Decree, Macquarie is at this time not
required to announce whether or not it intends to make a public offer.
If, during the period that follows, Macquarie announces a firm intention to
make an offer for Renewi in accordance with Rule 2.7 of the Code by way of a
scheme of arrangement under Part 26 of the UK Companies Act 2006, the
provisions and requirements set forth in the Dutch Offer Decree will not apply
to such a scheme of arrangement.
If, during the period that follows, Macquarie announces a firm intention to
make an offer for Renewi in accordance with Rule 2.7 of the Code by way of a
takeover offer as defined in Chapter 3 of Part 28 of the UK Companies Act
2006, the provisions and requirements set forth in the Dutch Offer Decree will
apply to such a takeover offer. In this case, Macquarie intends to submit a
first draft of the offer memorandum to the AFM within the statutory timetable,
being by not later than 20 February 2025.
Macquarie will promptly announce if it does not intend to make an offer, in
which case the announcement will be treated as a statement to which Rule 2.8
of the Code applies.
Macquarie's announcement of a firm intention to make an offer in accordance
with Rule 2.7 of the Code or that it does not intend to make an offer in
accordance with Rule 2.8 of the Code will contain the disclosures prescribed
by Section 7 paragraph 1 of the Dutch Offer Decree.
Enquiries:
Renewi +31 6 4167 9233
Anne Metz, Director of Investor Relations
FTI Consulting +44 203 727 1340
Alex Le May / Richard Mountain
Goldman Sachs International (Sole Financial Adviser to Renewi) +44 20 7774 1000
Nimesh Khiroya / Rutger van Halder / Amit Puri
Macquarie +44 20 3037 4014
Helena Slater
Citigate Dewe Rogerson (PR Adviser to Macquarie)
Toby Moore / Caroline Merrell / Michael Mpofu +44 77 6898 1763 / +44 78 5221 0339 / +44 79 3268 1947
Citigroup Global Markets Limited (Joint Financial Adviser to Macquarie) +44 20 7986 4000
Barry Weir / Sian Evans / Robert Redshaw
Macquarie Capital (Joint Financial Adviser to Macquarie) +44 20 3037 2000
Adam Hain / Ashish Mehta
Ashurst LLP and Houthoff Coöperatief U.A. are retained as legal advisers to
Renewi. Linklaters LLP is retained as legal adviser to Macquarie.
About Renewi
Renewi is a pure-play recycling company that focuses on extracting value from
waste and used materials rather than disposing of them through incineration or
landfill. The company plays an important role in combating resource scarcity
by creating circular materials. In giving new life to used materials, Renewi
addresses both social and regulatory trends, contributing to a cleaner and
greener world.
Our vision is to be the leading waste-to-product company in the world's most
advanced circular economies, reflected in a recycling rate of continuing
operations of 66.2%, one of the highest in Europe. In FY24, Renewi put 6.6
million tonnes of low-carbon circular materials back into use each year. This
contributes to mitigating climate change and promotes the circular economy.
Our recycling efforts help to protect natural resources and prevent more than
2.5 million tonnes of CO2 emissions annually.
Renewi leverages innovation and the latest technology to turn waste into
circular materials such as paper, metals, plastics, glass, wood, building
materials, compost, and water. We employ over 6,000 people across 151
operational sites in five countries in Europe. Renewi is recognised as a
leading waste-to-product company in the Benelux region and a European leader
in advanced recycling.
About Macquarie
Macquarie Asset Management is a global asset manager, integrated across public
and private markets. Trusted by institutions, governments, foundations and
individuals to manage approximately £474 billion in assets, we provide a
diverse range of investment solutions including real assets, real estate,
credit and equities & multi-asset.
Macquarie Asset Management has invested in, managed and helped develop assets
in the waste sector for more than 15 years. Today, through its managed funds,
Macquarie Asset Management invests in companies that provide municipal solid
waste, construction and demolition collection, transfer, treatment, recycling
and disposal, as well as energy-from-waste (EfW), in Europe, the Americas and
Asia-Pacific.
Macquarie Asset Management is part of Macquarie Group (being Macquarie Group
Limited and its subsidiaries (including funds and entities managed by such
subsidiaries and subsidiaries of such fund and entities), a diversified
financial group providing clients with asset management, finance, banking,
advisory, and risk and capital solutions across debt, equity and commodities.
Founded in 1969, Macquarie Group employs over 20,600 people in 34 markets and
is listed on the Australian Securities Exchange.
All figures as at 30 September 2024.
Important notice
The information contained within this announcement is deemed by the company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) no. 596/2014 (as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018) and the Market Abuse Regulation (EU) no. 596/2014
. On the publication of this announcement via a Regulatory Information
Service, this inside information is now considered to be in the public domain.
The person responsible for arranging for the release of this announcement on
behalf of Renewi is Ute Ball, Company Secretary.
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. Neither the offeree
nor the offeror company, nor any of their advisors assume any responsibility
for any violation by any person of any of these restrictions. Shareholders of
the offeree company in any doubt as to their position should consult an
appropriate professional advisor without delay.
This public announcement may include "forward-looking statements" and language
that indicates trends, such as "anticipated" and "expected". Although the
offeree and the offeror company believe that the assumptions upon which their
respective financial information and their respective forward-looking
statements are based are reasonable, they can give no assurance that these
assumptions will prove to be correct. Neither the offeree nor the offeror
company, nor any of their advisors accept any responsibility for any financial
information contained in this press release relating to the business or
operations or results or financial condition of the other or their respective
groups.
Goldman Sachs International, 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 for Renewi
and no one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than Renewi for
providing the protections afforded to clients of Goldman Sachs International,
or for providing advice in connection with the matters referred to in this
announcement.
Citigroup Global Markets Limited ("Citi"), which is authorised by the
Prudential Regulation Authority and regulated in the UK by the Financial
Conduct Authority and the Prudential Regulation Authority is acting
exclusively as financial adviser to Macquarie and for no one else in
connection with the matters described in this announcement, and will not be
responsible to anyone other than Macquarie for providing the protections
afforded to its clients nor for providing advice in relation to the 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,
or otherwise.
Macquarie Capital France SA ("Macquarie Capital") which is authorised and
regulated by the Autorité de Contrôle Prudentiel et de Résolution ("ACPR")
and the Autorité des Marchés financiers ("AMF") and Macquarie Capital
(Europe) Limited ("Macquarie Capital") which is regulated by the Financial
Conduct Authority in the UK ("Macquarie Capital") is acting as financial
adviser exclusively for Macquarie and no one else in connection with the
matters set out in this announcement. 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.
Macquarie Capital (Europe) Limited or Macquarie Capital France SA is not an
authorized deposit-taking institution for the purposes of the Banking Act 1959
(Commonwealth of Australia), and its 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.
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 Panel's website at
http://www.thetakeoverpanel.org.uk (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 https://www.renewi.com and
https://www.macquarie.com/uk/en/about/news.html by no later than 12 noon
(London time) on the first business day after the date of this announcement.
The content of the websites referred to above is not incorporated into and
does not form part of this announcement.
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