TIDMAGK
RNS Number : 1460I
Aggreko PLC
10 August 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
10 August 2021
RECOMMED CASH ACQUISITION
of
Aggreko plc
by
Albion Acquisitions Limited
(a newly formed company owned by
funds managed by I Squared Capital Advisors (US) LLC and
investment funds managed by TDR Capital LLP)
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Scheme of Arrangement Becomes Effective
On 5 March 2021, the boards of Aggreko plc ("Aggreko") and
Albion Acquisitions Limited ("Bidco") announced that they had
reached agreement on the terms and conditions of a recommended all
cash acquisition of the entire issued, and to be issued, ordinary
share capital of Aggreko (the "Acquisition"), to be effected by
means of a Court-sanctioned scheme of arrangement under Part 26 of
the Companies Act (the "Scheme").
The circular in relation to the Scheme was published and posted
to Aggreko Shareholders on 1 April 2021 (the "Scheme Document"). On
26 April 2021, the Scheme was approved by the Scheme Shareholders
at the Court Meeting and the Special Resolution relating to the
implementation of the Scheme was approved by the Aggreko
Shareholders at the General Meeting.
On 6 August 2021, Aggreko announced that the Court of Session in
Edinburgh, Scotland had sanctioned the Scheme at the Scheme Court
Hearing held on 6 August 2021.
Aggreko and Bidco are pleased to announce that, following the
delivery of a copy of the Scheme Court Order to the Registrar of
Companies today, the Scheme has now become effective in accordance
with its terms and the entire issued and to be issued ordinary
share capital of Aggreko is now owned by Bidco. As set out in the
Scheme Document, Aggreko and Bidco confirm that the Aggreko
Deferred Shares were transferred to Bidco (in accordance with the
transfer provisions set out in the Articles of Association)
simultaneously with the Scheme becoming effective.
A Scheme Shareholder on the register of members of Aggreko at
the Scheme Record Time, being 6:00 p.m. (London time) on 9 August
2021, will be entitled to receive 870 pence in cash for each Scheme
Share held (being the Offer Price of 880 pence per Scheme Share
less the amount of the Final Dividend of 10 pence per Aggreko
Share, as per the terms set out in the Scheme Document). Settlement
of the consideration to which any Scheme Shareholder is entitled
will be effected by way of the despatch of cheques or the crediting
of CREST accounts (for Scheme Shareholders holding Scheme Shares in
certificated form and in uncertificated form respectively) as soon
as practicable and in any event not later than 14 days after the
Effective Date, as set out in the Scheme Document (being 24 August
2021).
Applications have been made to the Financial Conduct Authority
and the London Stock Exchange in relation to the de-listing of
Aggreko Shares from the premium listing segment of the Official
List of the Financial Conduct Authority and the cancellation of the
admission to trading of Aggreko Shares on the London Stock
Exchange's main market for listed securities, which is expected to
take effect by 8:00 a.m. (London time) on 11 August 2021.
As the Scheme has now become effective, Aggreko duly announces
that, as of today's date, Ken Hanna, Mark Clare, Uwe Krueger, Dame
Nicola Brewer, Barbara Jeremiah, Sarah Kuijlaars, Ian Marchant and
Miles Roberts have stepped down from the Aggreko Board. Chris
Weston and Heath Drewett will remain on the Aggreko Board.
Full details of the Acquisition are set out in the Scheme
Document published on 1 April 2021.
Capitalised terms used in this announcement (the "Announcement")
shall, unless otherwise defined, have the same meanings as set out
in the Scheme Document. All references to times in this
Announcement are to London, United Kingdom times unless otherwise
stated.
[Remainder of page intentionally left blank]
Enquiries:
Aggreko
Louise Bryant, Richard Foster +44 (0) 20 7227 0090
Headland
(PR Adviser to Aggreko)
Andy Rivett-Carnac +44 (0) 7968 997 365
Rosh Field +44 (0) 7515 187 426
Centerview Partners
(Financial Adviser to Aggreko)
Nick Reid, Hadleigh Beals, Marc Murray +44 (0) 20 7409 9700
Citi
(Financial Adviser and Corporate
Broker to Aggreko)
Peter Brown, Sian Evans +44 (0) 20 7986 4000
Jefferies
(Financial Adviser and Corporate
Broker to Aggreko)
Ed Matthews, Philip Noblet, Daniel
Frommelt +44 (0) 20 7029 8000
Slaughter and May is acting as legal adviser to Aggreko, and
Dickson Minto W.S. is acting as legal adviser to Aggreko on matters
of Scots law.
Person responsible
The person responsible for arranging for the release of this
Announcement on behalf of Aggreko is Simon Thomson, Group Legal
Director and Company Secretary.
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 to purchase, 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 Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities of Aggreko in
any jurisdiction in contravention of applicable law. The
Acquisition will be implemented solely by means of the Scheme
Document, which (together with the Forms of Proxy) contains the
full terms and conditions of the Acquisition.
This Announcement does not constitute a prospectus, prospectus
equivalent document or an exempted document.
Important notices
Centerview Partners UK LLP ("Centerview Partners"), which is
authorised and regulated by the FCA, is acting exclusively as
financial adviser to Aggreko and no one else in connection with the
matters described in this Announcement and will not be responsible
to anyone other than Aggreko for providing the protections afforded
to clients of Centerview Partners nor for providing advice in
connection with the matters referred to herein. Neither Centerview
Partners 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 Centerview Partners in connection
with this Announcement, any statement contained herein, the
Acquisition or otherwise.
Citigroup Global Markets Limited ("Citi"), which is authorised
by the PRA and regulated in the UK by the FCA and the PRA, is
acting as joint financial adviser to Aggreko and for no one else in
connection with the matters set out in this Announcement and will
not be responsible to anyone other than Aggreko for providing the
protections afforded to clients of Citi nor for providing advice in
connection with the matters set out 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, in tort, in
delict, under statute or otherwise) to any person who is not a
client of Citi in connection with the matters set out in this
Announcement or any other matter or arrangement referred to
herein.
Jefferies International Limited ("Jefferies"), which is
authorised and regulated by the FCA in the United Kingdom, is
acting exclusively for Aggreko and no one else in connection with
the Acquisition and will not be responsible to anyone other than
Aggreko for providing the protections afforded to clients of
Jefferies nor for providing advice in relation to the Acquisition
or any other matters referred to in this Announcement. Neither
Jefferies 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 Jefferies in connection with this
Announcement, any statement contained herein or otherwise.
Overseas jurisdictions
The availability of the Acquisition to Aggreko Shareholders who
are not resident in and citizens of the UK 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 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. Further details in
relation to overseas shareholders will be contained in the Scheme
Document.
The release, publication or distribution of this Announcement in
or into jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves of, and
observe, any applicable legal or regulatory requirements. Any
failure to comply with such requirements 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.
This Announcement has been prepared for the purposes of complying
with English and Scots law, the UK Listing Rules, the rules of the
London Stock Exchange 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 of the UK.
Copies of this Announcement and the formal documentation
relating to the Scheme and the Acquisition will not be and must not
be, directly or indirectly, mailed, transmitted or otherwise
forwarded, distributed or sent in, into or from any Restricted
Jurisdiction or any jurisdiction where to do so would violate the
laws of that jurisdiction, and persons receiving such documents
(including, without limitation, agents, custodians, nominees and
trustees) must not, directly or indirectly, mail or otherwise
forward, distribute or send them in or into or from any such
jurisdiction.
US Holders
US Holders should note that the Acquisition relates to the
securities of a Scottish company, is subject to UK disclosure
requirements and practices (which are different from those of the
US) and is proposed to be implemented by means of a scheme of
arrangement under Scots law. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer or proxy
solicitation rules under the US Exchange Act of 1934. Accordingly,
the Acquisition and the Scheme will be subject to the disclosure
requirements and practices applicable in the UK to schemes of
arrangement, which are different from the disclosure requirements
of the US tender offer and proxy solicitation rules. The financial
information included in this Announcement and the Scheme Document
has been or will have been prepared in accordance with IFRS, and
thus 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 US.
The receipt of cash pursuant to the Acquisition by a US Holder
as consideration for the transfer of its Scheme Shares pursuant to
the Scheme may be a taxable transaction for US federal income tax
purposes and under applicable US state and local, as well as
foreign and other, tax laws. Each Aggreko Shareholder is urged to
consult with legal, tax and financial advisers in connection with
making a decision regarding this transaction.
It may be difficult for US Holders to enforce their rights and
claims arising out of the US federal securities laws, since Bidco
and Aggreko are located in countries other than the US, and some or
all of their officers and directors may be residents of countries
other than the US. US Holders 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.
To the extent permitted by applicable law, in accordance with
normal UK market practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, Bidco or its nominees, or their brokers (acting as
agents), may from time to time make certain purchases of, or
arrangements to purchase, Aggreko Shares outside of the US, other
than pursuant to the Acquisition, until the date on which the
Acquisition becomes effective, lapses or is otherwise withdrawn.
These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices.
Forward-looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Acquisition, and other information published by Bidco and Aggreko
contain statements which are, or may be deemed to be,
"forward-looking statements". 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
Bidco and Aggreko 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.
The forward-looking statements contained in this Announcement
include statements relating to the expected effects of the
Acquisition on Bidco and Aggreko, the expected timing and scope of
the Acquisition and other statements other than historical facts.
Often, but not always, forward-looking statements can be identified
by the use of forward-looking words such as "plans", "expects" or
"does not expect", "is expected", "is subject to", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words
and phrases or statements that certain actions, events or results
"may", "could", "should", "would", "might" or "will" be taken,
occur or be achieved. Although Bidco and Aggreko believe that the
expectations reflected in such forward-looking statements are
reasonable, Bidco and Aggreko can give no assurance that such
expectations will prove to be correct. 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. There are a number of factors that could cause
actual results and developments to differ materially from those
expressed or implied by such forward-looking statements.
These factors include, but are not limited to: the ability to
complete the Acquisition; the ability to obtain requisite
regulatory and shareholder approvals and the satisfaction of other
Conditions on the proposed terms and schedule; as future market
conditions, changes in general economic and business conditions,
the behaviour of other market participants, the anticipated
benefits from the proposed transaction not being realised as a
result of changes in general economic and market conditions in the
countries in which Bidco and Aggreko operate, weak, volatile or
illiquid capital and/or credit markets, changes in tax rates,
interest rate and currency value fluctuations, the degree of
competition in the geographic and business areas in which Bidco and
Aggreko operate and changes in laws or in supervisory expectations
or requirements. Other unknown or unpredictable factors could cause
actual results to differ materially from those in the
forward-looking statements. Such forward-looking statements should
therefore be construed in the light of such factors. Neither Bidco
nor Aggreko, nor any of their respective associates or directors,
officers or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in
any forward-looking statements in this Announcement will actually
occur. You are cautioned not to place any reliance on these
forward-looking statements. Other than in accordance with their
legal or regulatory obligations, neither Bidco nor Aggreko is under
any obligation, and Bidco and Aggreko expressly disclaim any
intention or obligation, to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast, profit estimate or quantified benefits statement for any
period and no statement in this Announcement should be interpreted
to mean that earnings or earnings per share for Bidco or Aggreko,
as appropriate, for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share for Bidco or Aggreko, as appropriate.
Publication on a website
In accordance with Rule 26.1 of the Code, a copy of this
Announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on Aggreko's website at www.plc.aggreko.com and/or
Bidco's website at www.albionoffer.com (as relevant) by no later
than 12 noon (London time) on the business day following this
Announcement. For the avoidance of doubt, the contents of these
websites are not incorporated by reference and do not form part of
this Announcement.
Requesting hard copy documents
Aggreko Shareholders may request a hard copy of this
Announcement by contacting Aggreko on +44 (0)141 225 5900 or by
writing to Aggreko at 8th Floor, 120 Bothwell Street, Glasgow,
Lanarkshire G2 7JS, Scotland, in each case, stating the name and
address to which the hard copy should be sent. For persons who
receive a copy of this Announcement in electronic form or via a
website notification, a hard copy of this Announcement will not be
sent unless so requested. You may also request that all future
documents, announcements and information to be sent to you in
relation to the Acquisition should be in hard copy form.
Electronic communications
Please be aware that addresses, electronic addresses and certain
other information provided by Aggreko Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Aggreko may be provided to Bidco during the
offer period as required under Section 4 of Appendix 4 of the
Code.
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END
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