REG - Pan-Euro Infra. III Stagecoach Group PLC - COMPULSORY ACQUISITION OF STAGECOACH SHARES
01/07/2022 17:45
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RNS Number : 0963R Pan-European Infrastructure III 01 July 2022
OFFER UPDATE
INFRAMOBILITY UK BIDCO LIMITED
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM ANY RESTRICTED
JURISDICTION OR WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OF ANY SUCH JURISDICTION
FOR IMMEDIATE RELEASE
1 July 2022
RECOMMENDED ALL CASH OFFER
by
INFRAMOBILITY UK BIDCO LIMITED
(a newly incorporated company that is indirectly wholly owned by Pan-European
Infrastructure III, SCSp)
for
STAGECOACH GROUP PLC
COMPULSORY ACQUISITION OF STAGECOACH SHARES
Introduction
On 20 May 2022, Inframobility UK Bidco Limited ("PEIF III Bidco"), a newly
incorporated company that is indirectly wholly owned by Pan-European
Infrastructure III, SCSp, announced that its recommended all cash offer (the
"Offer") for Stagecoach Group plc ("Stagecoach" or the "Company") had become
unconditional.
PEIF III Bidco is pleased to announce that as at 4.00 p.m. (London time) on 30
June 2022, it had received valid acceptances under the Offer in respect of, or
had otherwise acquired, a total of 517,837,692 Stagecoach Shares representing
approximately 92.15 per cent of the issued share capital of Stagecoach
(excluding treasury shares).
As announced by PEIF III Bidco on 21 June 2022, the Offer will close for
acceptance at 5.00 p.m. on 5 July 2022.
Compulsory acquisition
As PEIF III Bidco has now received acceptances under the Offer in respect of,
and/or otherwise acquired, not less than 90 per cent. in value of the
Stagecoach Shares to which the Offer relates and of the voting rights carried
by those shares, PEIF III Bidco will exercise its rights in accordance with
sections 974 to 991 of the Companies Act to acquire compulsorily the remaining
Stagecoach Shares in respect of which the Offer has not been accepted as
contemplated by the Offer Document.
PEIF III Bidco will shortly despatch formal compulsory acquisition notices
under sections 979 and 980 of the Companies Act (the "Compulsory Acquisition
Notices") to Stagecoach Shareholders who have not yet accepted the Offer.
These notices will set out PEIF III Bidco's intention to apply the provisions
of section 979 of the Companies Act to acquire compulsorily any remaining
Stagecoach Shares in respect of which the Offer has not been accepted on the
same terms as the Offer.
On the expiry of six weeks from the date of the Compulsory Acquisition
Notices, the Stagecoach Shares held by those Stagecoach Shareholders who have
not accepted the Offer by 5.00 p.m. on 5 July 2022 will be acquired
compulsorily by PEIF III Bidco on the same terms as the Offer. The
consideration to which those Stagecoach Shareholders will be entitled will be
held by Stagecoach as trustee on behalf of those Stagecoach Shareholders who
have not accepted the Offer.
Procedure for acceptance of the Offer
Stagecoach Shareholders may still accept the Offer, which remains open for
acceptance until 5.00 p.m. on 5 July 2022. Settlement of consideration to
which any accepting Stagecoach Shareholder is entitled under the Offer shall
be effected by the issue of cheques or CREST payments within 14 days of
receipt of the valid acceptance, whereas Stagecoach Shareholders who have not
yet accepted the Offer (and do not accept the Offer by the time it closes)
will not receive their consideration until the completion of the compulsory
acquisition process which is expected to take a minimum of six weeks.
Stagecoach Shareholders who have not yet accepted the Offer are urged to do so
in accordance with the following procedures:
· acceptances of the Offer in respect of certificated
Stagecoach Shares should be made by completing and returning the Form of
Acceptance accompanying the Offer Document and returning the relevant share
certificate(s) so as to be received by Link Group as soon as possible and in
any event by no later than 5.00 p.m. on 5 July 2022; or
· acceptances in respect of uncertificated Stagecoach
Shares should be made electronically through CREST so that the TTE instruction
settles as soon as possible and in any event by no later than 5.00 p.m. on 5
July 2022. If you are a CREST sponsored member, you should refer to your CREST
sponsor as only your CREST sponsor will be able to send the necessary TTE
instruction to Euroclear.
Full details on how to accept the Offer are set out in paragraph 15 of Part II
and Parts D and E of Appendix I of the Offer Document.
The Offer Document and the Form of Acceptance are available on PEIF III
Bidco's website at
https://www.dws.com/en-gb/Our-Profile/media/media-releases/dws_infrastructure/
(https://www.dws.com/en-gb/Our-Profile/media/media-releases/dws_infrastructure/)
and Stagecoach's website at
https://www.stagecoachgroup.com/investors/recommended-offer-from-dws.aspx
(https://www.stagecoachgroup.com/investors/recommended-offer-from-dws.aspx) .
Further copies of the Offer Document and the Form of Acceptance may be
obtained by contacting Link Group on 0371 664 0443 from within the UK. Calls
are charged at the standard geographic rate and will vary by provider. Calls
from outside the United Kingdom will be charged at the applicable
international rate. The helpline is open between 9.00 a.m. and 5.30 p.m.
(London time) Monday to Friday excluding public holidays in England and Wales.
Please note that Link Group cannot provide advice on the merits of the Offer
nor give any financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes.
Settlement
While the Offer remains open for acceptance until 5.00 p.m. on 5 July 2022,
settlement of consideration to which any accepting Stagecoach Shareholder is
entitled under the Offer shall be effected by the issue of cheques or CREST
payments within 14 days of the date of receipt of such acceptance which is
valid and complete in all respects.
Non-assenting Stagecoach Shareholders who do not accept the Offer before it
closes at 5.00 p.m. on 5 July 2022 will not receive payment until after the
compulsory acquisition process has been implemented (which is expected to take
a minimum of six weeks).
General
Defined terms used but not defined in this Announcement have the same meanings
as set out in the Offer Document.
The percentages of Stagecoach Shares referred to in this Announcement are
based upon a figure of 576,099,960 Stagecoach Shares in issue on 30 June 2022
less the 14,143,274 Stagecoach Shares held in treasury.
Enquiries:
Morgan Stanley +44 (0) 20 7425 8000
Financial Adviser to PEIF III Bidco
Laurence Hopkins
Luca Lupo
Bhavneet Alg
Corporate Broker to PEIF III Bidco
Andrew Foster
Alex Smart
Freshfields Bruckhaus Deringer LLP is acting as legal adviser to Pan-European
Infrastructure III, SCSp ("PEIF III") and PEIF III Bidco in connection with
the Offer.
Important notices relating to the Financial Adviser
Morgan Stanley, which is authorised by Prudential Regulation Authority ("PRA")
and regulated by the Financial Conduct Authority ("FCA") and the PRA in the
United Kingdom, is acting as financial adviser exclusively to PEIF III Bidco
and PEIF III and for no one else and will not be responsible to anyone other
than PEIF III Bidco and PEIF III for providing the protections afforded to its
clients or for providing advice in relation to the matters referred to in this
Announcement. Neither Morgan Stanley, 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 Morgan Stanley in connection with this
Announcement, any statement contained herein or otherwise.
Further information
This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer, invitation or the solicitation
of an offer or invitation to purchase, or otherwise acquire, subscribe for,
sell or otherwise dispose of any securities, or the solicitation of any vote
or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall
there be any sale, issuance or transfer of securities of Stagecoach pursuant
to the Offer or otherwise in any jurisdiction in contravention of applicable
laws. The Offer will be made solely by means of the Offer Document and (in
respect of Stagecoach Shares held in certificated form) the accompanying Forms
of Acceptance, which will, together, contain the full terms and conditions of
the Offer including details of how it may be accepted. Any decision in respect
of, or other response to, the Offer should be made only on the basis of the
information contained in the Offer Document and (in respect of Stagecoach
Shares held in certificated form) the Forms of Acceptance.
This Announcement does not constitute a prospectus or a prospectus equivalent
document.
This Announcement has been prepared for the purposes of complying with English
and Scots law, the rules of the London Stock Exchange, the Listing Rules and
the City 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 and regulations of any jurisdictions outside the
United Kingdom.
Overseas jurisdictions
The availability of the Offer to Stagecoach Shareholders who are not resident
in and citizens of the United Kingdom or the United States may be affected by
the laws of the relevant jurisdictions in which they are located or of which
they are citizens. Persons who are not resident in the United Kingdom or the
United States should inform themselves of, and observe, any applicable legal
or regulatory requirements of their jurisdictions.
The release, publication or distribution of this Announcement in or into
jurisdictions other than the United Kingdom or the United States may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or the United States should inform
themselves about, and observe any applicable legal or regulatory requirements.
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
Offer disclaim any responsibility or liability for the violation of such
restrictions by any person.
This Announcement has been prepared for the purpose of complying with English
and Scots law and the City 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 the United
Kingdom.
Unless otherwise determined by PEIF III Bidco or required by the City Code,
and permitted by applicable law and regulation, the Offer is not being made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
and no person may accept the Offer by any use, means or instrumentality
(including, but not limited to, facsimile, e-mail or other electronic
transmission or telephone) of interstate or foreign commerce of, or of any
facility of a national, state or other securities exchange of any Restricted
Jurisdiction and the Offer will not be capable of acceptance by any such use,
means, instrumentality or facilities.
Accordingly, copies of this Announcement and any other documentation relating
to the Offer will not be, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction, and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send
such documents in or into or from any Restricted Jurisdiction.
The Offer is subject to the applicable requirements of the Code, the Panel,
the London Stock Exchange and the FCA.
Notice to US Stagecoach Shareholders
The Offer is being made for the securities of a UK company and is subject to
UK disclosure requirements, which are different from those of the United
States. The financial information included in this Announcement has 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.
The Offer is being made in the United States pursuant to the applicable US
tender offer rules and otherwise in accordance with the requirements of the
Code. Accordingly, the Offer will be subject to disclosure and other
procedural requirements, including with respect to withdrawal rights, offer
timetable, settlement procedures and timing of payments, that are different
from those applicable under US domestic tender offer procedures and law.
The receipt of cash pursuant to the Offer by a US holder of Stagecoach Shares
will likely be a taxable transaction for United States federal income tax
purposes and under applicable United States state and local, as well as
foreign and other, tax laws. Each Stagecoach Shareholder is urged to consult
their independent professional adviser immediately regarding the tax
consequences of acceptance of the Offer.
It may be difficult for US holders of Stagecoach Shares to enforce their
rights and any claim arising out of the US federal securities laws, since PEIF
III Bidco and Stagecoach are located in countries other than the United
States, and some or all of their officers and directors may be residents of
countries other than the United States. US holders of Stagecoach Shares 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 judgement.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, PEIF III Bidco or its nominees, or its brokers (acting as
agents), may from time to time make certain purchases of, or arrangements to
purchase, Stagecoach Shares outside the United States, other than pursuant to
the Offer, before or during the period in which the Offer remains open for
acceptance. These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. Any information about
such purchases will be disclosed as required in the UK, will be reported to a
Regulatory Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com
(http://www.londonstockexchange.com/) .
In accordance with the Code, normal UK market practice and Rule 14e-5(b) of
the US Exchange Act, Morgan Stanley & Co. International plc will continue
to act as an exempt principal trader in Stagecoach Shares on the London Stock
Exchange. Those purchases and activities by an exempt principal trader which
are required to be made public in the United Kingdom pursuant to the Code will
be reported to a Regulatory Information Service and will be available on the
London Stock Exchange website at www.londonstockexchange.com
(http://www.londonstockexchange.com/) . This information will also be publicly
disclosed in the United States to the extent that such information is made
public in the United Kingdom.
Forward looking statements
This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Offer and other information
published by PEIF III Bidco and Stagecoach contain statements which are, or
may be deemed to be, "forward-looking statements" with respect to the
financial condition, results of operations and business of Stagecoach and
certain plans and objectives of PEIF III Bidco. Forward-looking statements are
prospective in nature and are not based on historical facts, but rather on
current expectations and projections of the management of PEIF III Bidco and
Stagecoach about future events, and are therefore subject to risks and
uncertainties which could cause actual results to differ materially from the
future results expressed or implied by the forward-looking statements.
Forward-looking statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims",
"continue", "will", "may", "should", "would", "could", "is subject to",
"budget", "scheduled", "forecast", "intend", or other words of similar
meaning. These statements are based on assumptions and assessments made by
PEIF III Bidco and/or DWS Infrastructure and/or Stagecoach in light of their
experience and their perception of historical trends, current conditions,
future developments and other factors they believe appropriate. By their
nature, forward-looking statements involve risk and uncertainty, because they
relate to events and depend on circumstances that will occur in the future,
and the factors described in the context of such forward-looking statements in
this Announcement could cause actual results and developments to differ
materially from those expressed in or implied by such forward-looking
statements. Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be given that such
expectations will prove to have been correct and investors are therefore
cautioned not to place undue reliance on these forward-looking statements.
There are several factors which could cause actual results to differ
materially from those expressed or implied in forward-looking statements.
Among the factors that could cause actual results to differ materially from
those described in the forward-looking statements are changes in the global,
political, economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future business
combinations or dispositions. For a discussion of important factors which
could cause actual results to differ from forward-looking statements in
relation to Stagecoach Group, refer to the annual report and accounts of
Stagecoach Group for the financial year ended 1 May 2021.
Each forward-looking statement speaks only as at the date of this
Announcement. None of PEIF III Bidco, the Wider PEIF III Topco Group,
Stagecoach nor the Stagecoach Group, nor any of their respective associates or
directors, officers, employees or advisers, assumes any obligation to update
or revise any forward-looking statements contained in this Announcement
(whether as a result of new information, future events or otherwise), except
as required by applicable law.
The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them, and
service 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. Nothing in this Announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of PEIF III Bidco
or the Stagecoach Group except where otherwise stated.
Rounding
Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown in the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
Publication on website
A copy of this Announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, free of
charge on PEIF III Bidco's website at
https://www.dws.com/Our-Profile/media/media-releases/DWS_Infrastructure. For
the avoidance of doubt, the contents of this website are not incorporated into
and do not form part of this Announcement.
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