Renewi PLC Macquarie Infra & RA - Final possible cash offer of Renewi
28/11/2024 10:11
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RNS Number : 0431O Renewi PLC 28 November 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 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.
THIS IS A PUBLIC ANNOUNCEMENT PURSUANT TO THE PROVISIONS OF SECTION 4
PARAGRAPH 3 AND SECTION 5 PARAGRAPH 2 OF THE DUTCH DECREE ON PUBLIC TAKEOVER
BIDS (BESLUIT OPENBARE BIEDINGEN WFT) IN CONNECTION WITH A POTENTIAL VOLUNTARY
PUBLIC OFFER FOR THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF RENEWI
PLC. 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
28 November 2024
Joint Statement Regarding a Final* Possible Cash Offer for Renewi by Macquarie
In response to press speculation, Renewi plc ("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) and its affiliates and any relevant subsidiaries of such funds or
entities ("Macquarie"), announce that they have 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 Renewi share in cash.
The financial terms of the potential acquisition are final* (the "Final
Possible Offer"). The Final Possible Offer represents a premium of 57% to
Renewi's closing share price of 554 pence on 27 November 2024 (being the
latest business day prior to this announcement), and a premium of 41% to
Renewi's 3 month volume weighted average share price to 27 November 2024 of
615 pence.
This Final Possible Offer follows a number of approaches by Macquarie to
Renewi.
The announcement of any firm offer under Rule 2.7 of the Code is subject to
the satisfaction or waiver of several customary pre-conditions, including the
completion of confirmatory due diligence.
If the Final Possible Offer is implemented, under its ownership, Macquarie
intends to:
o provide support and capital to Renewi to further implement its current
strategy as a pure-play waste-to-product company for the benefit of all its
stakeholders, including employees, customers and other partners across all the
geographies where Renewi operates;
o support the ongoing transformation programmes at Renewi, including
OneRenewi;
o support Renewi's objective of achieving innovation-led growth by providing
long-term and flexible access to capital;
o maintain a prudent and sustainable leverage structure; and
o support Renewi's existing sustainability vision and targets, which are
well-aligned with Macquarie's net zero commitment;
o support the Renewi management team and workforce, who are critical in
achieving the growth ambitions of Renewi; and
o fully safeguard the existing employment rights, including pension rights,
of all employees, and maintain existing employee consultation structures.
*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
Shareholder support
In its approach to Renewi in September 2024, Macquarie stated that it had
engaged with three of Renewi's largest shareholders - Coast Capital Management
LLC, Avenue Europe International Management LP (acting by funds and entities
that it advises) and Paradice Investment Management LLC - who collectively
own, control or otherwise have an interest as investment manager in
approximately 19% of Renewi's issued ordinary share capital. Macquarie further
stated that these shareholders have entered into binding irrevocable
undertakings in respect of the Renewi shares over which they each have voting
control, to vote, or procure a vote, in favour of a firm offer at a price
consistent with the Final Possible Offer. As a result, Macquarie has received
irrevocable undertakings in respect of a total of 12,135,280 Renewi shares
representing, in aggregate, approximately 15.1% of the issued ordinary share
capital of Renewi on the last business day before the date of this
announcement, details of which are provided in Appendix A. A copy of each
irrevocable agreement will be published on
https://www.macquarie.com/uk/en/about/news.html by not later than 12 noon on
the first business day after the date of this announcement.
Next steps
The Board of Directors of Renewi (the "Board") carefully reviewed the Final
Possible Offer from Macquarie with its financial and legal advisers.
The Board remains confident in Renewi's prospects as a pure-play market leader
in Europe's most advanced recycling markets. The Board is also confident in
Renewi's strategy and execution plan to deliver a step change in margins and
cash flow. That said, the Board has also carefully balanced the likely value
creation from the continued delivery of Renewi's strategic plan against the
various risks faced by Renewi, the strong value crystallisation in cash at a
meaningful premium to the current Renewi share price and the views of Renewi
shareholders.
Accordingly, the Board of Renewi has concluded that the proposal outlined
above is at a value that the Board would be minded to recommend to Renewi
shareholders, should a firm intention to make an offer pursuant to Rule 2.7 of
the Code be announced on such financial terms, subject to the agreement of all
other terms and conditions of an offer. As such, the Board has agreed to
provide Macquarie with access to confirmatory due diligence.
Renewi shareholders are advised 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. Macquarie reserves the right to waive any
pre-conditions to announcing an intention to make a firm offer pursuant to
Rule 2.7 of the Code.
In accordance with Rule 2.5(ai) 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.
In accordance with Rule 2.6(a) of the Code, Macquarie is required, by not
later than 5.00 p.m. (London time) on 26 December 2024 (being 28 days after
this announcement), 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 deadline
can be extended with the consent of the Panel on Takeovers and Mergers (the
"Panel") in accordance with Rule 2.6(c) of the Code.
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) +44 77 6898 1763 / +44 78 5221 0339 / +44 79 3268 1947
Toby Moore / Caroline Merrell / Michael Mpofu
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 is retained as legal adviser 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 Tobias Oversteegen, General Counsel and 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.
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.
Rule 2.4 Information
In accordance with Rule 2.4(c)(iii) of the Code, Macquarie confirms that it is
not aware of any dealings in Renewi shares that would require it to offer a
minimum level, or a particular form, of consideration under Rule 6 or Rule 11
of the Code. However, it has not been practicable for Macquarie to make
enquiries of all persons acting in concert with it prior to the date of this
announcement in order to confirm whether any details are required to be
disclosed under Rule 2.4(c) (iii) of the Code. To the extent that any such
details are identified following such enquiries, Macquarie shall make an
announcement disclosing such details as soon as practicable, and in any event
by no later than the time it is required to make its Opening Position
Disclosure under Rule 8.1 of the Code.
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.
Rule 2.9 Requirement
In accordance with Rule 2.9 of the Code, the company confirms that as at the
date of this announcement, it has in issue 80,559,470 ordinary shares of
£1.00 each with ISIN GB00BNR4T868.
APPENDIX A - IRREVOCABLE UNDERTAKINGS
The following Renewi shareholders have given irrevocable undertakings, in
respect of the Renewi shares over which they each have voting control, to
vote, or procure a vote, in favour of the Final Possible Offer or to accept or
procure acceptance of the Final Possible Offer in relation to the following
Renewi shares in which they or their family members or connected persons are
beneficially interested, representing, in aggregate, approximately 15.1% of
the issued ordinary share capital of Renewi on the last business day before
the date of this announcement (the "Latest Practicable Date").
Name Number of Renewi Shares Percentage of issued ordinary share capital of Renewi on the Latest
Practicable Date
Coast Capital Management LLC 6,981,202 8.7%
Avenue Europe International Management LP (acting by funds and entities that 4,496,252 5.6%
it advises) ("Avenue Europe")
Paradice Investment Management LLC 657,826 0.8%
The irrevocable undertakings will cease to be binding if:
· Macquarie announces (with the consent of the Panel, if required)
that it does not intend to proceed with the Final Possible Offer and no new,
revised or replacement offer is announced by Macquarie in accordance with Rule
2.7 of the Code;
· the scheme of arrangement pursuant to Part 26 of the Companies
Act 2006 ("Scheme") does not become effective, or the takeover offer (within
the meaning of section 974 of the Companies Act 2006) ("Offer") does not
become effective or is not declared unconditional in all respects (as the case
may be) or the Scheme or Offer (as the case may be) is withdrawn or lapses in
accordance with its terms, except:
o where the Scheme or Offer is withdrawn or lapses solely as a result of
Macquarie exercising its right to implement the Final Possible Offer by way of
an Offer rather than a Scheme or vice versa; or
o if the lapse or withdrawal either is not confirmed by Macquarie or is
followed within five business days by an announcement under Rule 2.7 of the
Code by Macquarie (or a person acting in concert with Macquarie) to implement
the Final Possible Offer either by a new, revised or replacement Scheme or
Offer; or
· any competing offer for Renewi is made which is declared
unconditional in all respects or becomes effective (as the case may be); or
· in respect of the Avenue Europe irrevocable undertaking only, if
Macquarie has not announced a firm intention to make an offer for Renewi by
5.00 p.m. (London time) on 31 December 2024, or such later date as Macquarie
and Avenue Europe may agree.
A copy of each of the irrevocable undertakings will be available at
https://www.macquarie.com/uk/en/about/news.html by no later than 12 noon
(London time) on the business day following this announcement.
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