EXPLANATORY NOTE
This Amendment No. 3 (Amendment No. 3) amends and supplements the Tender Offer Statement
on Schedule TO originally filed by Allego N.V., a public limited liability company (naamloze vennootschap) governed by the laws of the Netherlands (the Company, Allego,
us or we), on August 25, 2023 (as it may be amended and supplemented from time to time, the Schedule TO), relating to an offer by the Company to the holders of its outstanding warrants
(the Warrants), each to purchase the Companys ordinary shares, each with a nominal value of 0.12 per share (the Ordinary Shares), the opportunity to receive 0.23 Ordinary Shares
in exchange for each of our outstanding Warrants tendered by the holder and exchanged pursuant to the offer (the Offer).
Concurrently with the Offer, we also solicited consents (the Consent Solicitation) from holders of the Warrants to
amend the Warrant Agreement, dated as of February 8, 2021 by and between Spartan Acquisition Corp. III (Spartan) and Continental Stock Transfer & Trust Company, as warrant agent (the Warrant
Agent), as assumed by the Warrant Assumption Agreement, dated as of March 16, 2022, by and among the Company, Spartan and the Warrant Agent (the Warrant Agreement), to permit the Company to require that
each Warrant that is outstanding upon the closing of the Offer be converted into 0.207 Ordinary Shares, which is a ratio 10% less than the exchange ratio applicable to the Offer. Pursuant to the terms of the Warrant Agreement, all except certain
specified modifications or amendments require the vote or written consent of holders of at least 50% of the number of the then outstanding Warrants.
The Offer and Consent Solicitation were made upon and subject to the terms and conditions set forth in the Prospectus/Offer to Exchange,
originally dated August 25, 2023, and as thereafter amended (the Prospectus/Offer to Exchange), a copy of which is filed herewith as Exhibit (a)(1)(i).
The purpose of this Amendment No. 3 is to amend and supplement the Schedule TO to (i) update Item 11 of the Schedule TO to report the final
results of the Offer, and (ii) update Item 12 of the Schedule TO to (a) include the final Prospectus/Offer to Exchange, which forms part of the Registration Statement on Form F-4 (the Registration Statement) declared
effective by the SEC on September 28, 2023, and (b) a press release issued by the Company on September 29, 2023, announcing the results of the Offer and the effectiveness of the Registration Statement.
Only those items amended are reported in this Amendment No. 3. Except as specifically provided herein, the information contained in the
Schedule TO and the Prospectus/Offer to Exchange remains unchanged and is hereby expressly incorporated into this Amendment No. 3 by reference. This Amendment No. 3 should be read together with the Schedule TO and the Prospectus/Offer to Exchange.