REG - Go-Ahead Group PLC - Scheme of arrangement

Rothschild & Co SCAAnnouncement

11/10/2022 11:00

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RNS Number : 4855C  Go-Ahead Group PLC  11 October 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

11 October 2022

 

RECOMMENDED CASH ACQUISITION

of

THE GO-AHEAD GROUP PLC ("GO-AHEAD")

by

GERRARD INVESTMENT BIDCO LIMITED ("BIDCO")

a newly formed company indirectly owned by Kinetic TCo Pty Ltd and Globalvia
Inversiones S.A.U. (the "Consortium")

to be effected by means of a scheme of arrangement

DELISTING AND CANCELLATION OF TRADING OF THE GO-AHEAD GROUP PLC SHARES

Further to the announcement made by Go-Ahead on 10 October 2022, Go-Ahead
today announces that, following an application by Go-Ahead, the Financial
Conduct Authority has cancelled the listing of Go-Ahead Shares on the premium
listing segment of the Official List and the London Stock Exchange has
cancelled the trading of Go-Ahead Shares on the London Stock Exchange's main
market for listed securities, in each case with effect from 7:30 a.m. today,
11 October 2022.

Unless otherwise defined, capitalised terms used in this announcement shall
have the meanings given to them in the scheme document published and made
available to Go-Ahead Shareholders on 11 July 2022 (the "Scheme Document") in
relation to the recommended cash acquisition by Bidco of the entire issued and
to be issued share capital of Go-Ahead, effected by means of a scheme of
arrangement under Part 26 of the Companies Act (such scheme of arrangement
having become effective on 10 October 2022) (the "Acquisition") and the
increased offer announcement in relation to the Acquisition released on 4
August 2022 (the "Increased Offer Announcement").

Full details of the Acquisition are set out in the Scheme Document and the
Increased Offer Announcement. All references to times in this announcement are
to London, United Kingdom times unless otherwise stated.

 

 

 

 

 

Enquiries

 Go-Ahead
 Investor Enquiries                                                            +44 20 7799 8971

 Christian Schreyer

 Sarah Mussenden

 Media Enquiries                                                               +44 7977 343846

 Andrew Clark

 Rothschild & Co (Lead Financial Adviser to Go-Ahead)                          +44 20 7280 5000
 John Deans

 Sabina Pennings

 Investec (Financial Adviser and Joint Corporate Broker to Go-Ahead)           +44 20 7597 4000
 James Rudd

 Ben Griffiths

 Peel Hunt (Financial Adviser and Joint Corporate Broker to Go-Ahead)          +44 20 7418 8900
 Harry Nicholas

 Charles Batten

 John Welch
 Citigate Dewe Rogerson (PR Adviser to Go-Ahead)
 Lorna Cobbett (media)                                                         +44 7771 344781

 Holly Gillis (investors)                                                      +44 7940 797560

 Kinetic
 Investor Enquiries                                                            +61 3 9492 2200
 Barrett Gibson

 Michael Sewards

 Mackayla Hanney

 Daniel Lewis

 Media Enquiries                                                               +61 3 9492 2200
 Barrett Gibson

 Globalvia
 Investor / Media Enquiries                                                    +34 91 456 5850
 Belen Castro

 Maria Porta

 UBS (Lead Financial Adviser to Bidco and the Consortium)                      +44 20 7567 8000
 Jonathan Rowley

 Arnould Fremy

 Sandip Dhillon

 Thomas Raynsford

 Nick Alexander

 Santander Corporate & Investment Banking (Financial adviser to Bidco and      +44 20 4536 9490
 the Consortium)
 Ting Le Deng

 Daryna Radionova

 Kirill Ivanov

 Tulchan Communications (PR Adviser to Bidco and the Consortium)               +44 20 7353 4200
 Olivia Peters

 Giles Kernick

 

Herbert Smith Freehills LLP is retained as legal adviser to Go-Ahead.
Linklaters LLP is retained as legal adviser to the Consortium and Bidco.

 

Important notices

This announcement is for information purposes only and is not intended to and
does not and is not intended to constitute or form part of any offer or
invitation to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of, any securities or the solicitation of any vote or approval in
relation to the Acquisition or the Scheme or otherwise, in any jurisdiction in
which such offer, invitation or solicitation is unlawful.

This announcement does not constitute a prospectus or prospectus exempted
document.

Disclaimers

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for Go-Ahead and for no one else in connection
with the subject matter of this announcement and will not be responsible to
anyone other than Go-Ahead for providing the protections afforded to its
clients or for providing advice in connection with the subject matter of this
announcement. Neither Rothschild & Co 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 Rothschild & Co in connection with this announcement, any
statement contained herein, the Acquisition or otherwise. No representation or
warranty, express or implied, is made by Rothschild & Co as to the
contents of this announcement.

Investec Bank plc ("Investec"), which is authorised by the Prudential
Regulation Authority (the "PRA") and regulated by the Financial Conduct
Authority and PRA in the United Kingdom, is acting exclusively as financial
adviser and joint corporate broker to Go-Ahead and for no one else in
connection with the Acquisition and will not be responsible to any person
other than Go-Ahead for providing the protections afforded to clients of
Investec, nor for providing advice in relation to the Acquisition, the content
of this announcement or any matter referred to in this announcement. Neither
Investec 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 Investec in connection with this announcement, any statement
contained herein or otherwise.

Peel Hunt LLP, which is authorised and regulated by the FCA, is acting
exclusively for Go-Ahead in its capacity as financial adviser and joint
corporate broker and no one else in connection with the Acquisition or any
other matter referred to in this announcement, and will not be responsible to
anyone other than Go-Ahead for providing the protections afforded to clients
of Peel Hunt LLP or for providing advice in connection with the Acquisition or
any other matters referred to in this announcement. Neither Peel Hunt LLP 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 Peel Hunt LLP in connection
with the Acquisition, this announcement, any statement contained herein or
otherwise. No representation or warranty, express or implied, is made by Peel
Hunt LLP as to the contents of this announcement.

UBS AG London Branch ("UBS AG LB") is authorised and regulated by the
Financial Market Supervisory Authority in Switzerland. It is authorised by the
Prudential Regulation Authority and subject to regulation by the Financial
Conduct Authority and limited regulation by the Prudential Regulation
Authority in the United Kingdom. UBS Europe SE ("UBS ESE") is authorised and
regulated by the Bundesanstalt für Finanzdienstleistungaufsicht (BaFin) and
the European Central Bank (ECB). UBS AGLB, UBS ESE and UBS Securities
Australia Limited (together, "UBS") are acting as lead financial adviser
exclusively for the Consortium and no one else in connection with the matters
set out in this announcement. In connection with such matters, UBS, its
affiliates, and it's or their respective directors, officers, employees and
agents will not regard any other person as its client, nor will it be
responsible to any other person for providing the protections afforded to its
clients or for providing advice in relation to the contents of this
announcement or any other matter referred to herein.

No person has been authorised to give any information or make any
representations other than those contained in this announcement and, if given
or made, such information or representations must not be relied upon as having
been authorised by Go-Ahead, the Go-Ahead Directors or by Rothschild & Co,
Investec, Peel Hunt LLP or  any other person involved in the Acquisition. The
publication of this announcement shall not, under any circumstances, create
any implication that there has been no change in the affairs of the Go-Ahead
Group since the date of this announcement or that the information in, or
incorporated into, this announcement is correct as at any time subsequent to
its date.

Overseas Shareholders

This announcement has been prepared for the purpose of complying with English
and Welsh law and the Code 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 jurisdictions outside England and Wales.

Persons who are not resident in the UK should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdictions. Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws 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 such restrictions by any person.

 

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