TIDMSGC
RNS Number : 3384M
Pan-European Infrastructure III
20 May 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
20 May 2022
RECOMMED 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
OFFER DECLARED UNCONDITIONAL
On 9 March 2022, the boards of Inframobility UK Bidco Limited
("PEIF III Bidco") and Stagecoach Group plc ("Stagecoach")
announced that they had reached agreement on the terms of a
recommended all cash offer for Stagecoach (the "Offer"). The full
terms and conditions of the Offer and the procedures for acceptance
of the Offer were set out in the offer document published by PEIF
III Bidco on 22 March 2022, which was supplemented by further
disclosure made by an announcement by PEIF III Bidco on 30 March
2022 (the "Offer Document").
PEIF III Bidco is pleased to announce that the Offer has become
unconditional. Further details are set out below.
Hamish Mackenzie, Head of Infrastructure at DWS, said: "We are
delighted that our acceptance condition has now been satisfied and
our Offer has now been declared unconditional. Our Offer provides
immediate value for Stagecoach shareholders and paves the way for
the Stagecoach team to deliver enhanced services for passengers and
communities across the UK."
Level of acceptances
As at 4.30 p.m. on 20 May 2022, valid acceptances of the Offer
had been received in respect of 270,222,325 Stagecoach Shares,
representing approximately 49.00 per cent of the issued share
capital of Stagecoach (excluding treasury shares). So far as PEIF
III Bidco is aware, none of these acceptances have been received
from persons acting in concert with PEIF III Bidco. This total
includes acceptances received in respect of 57,661,967 Stagecoach
Shares (representing approximately 10.46 per cent of the issued
share capital of Stagecoach (excluding treasury shares)) which were
subject to an irrevocable commitment procured by PEIF III
Bidco.
Interests in Stagecoach Shares
As announced on 25 March 2022, PEIF III Bidco acquired
93,720,491 Stagecoach Shares, representing approximately 16.99 per
cent. of Stagecoach's issued share capital (excluding treasury
shares).
As at 4.30 p.m. on 20 May 2022, PEIF III Bidco and persons
acting in concert with PEIF III Bidco had interests in or rights to
subscribe for Stagecoach relevant securities as follows:
Name Nature of interest Number of relevant Percentage of Stagecoach
securities issued share capital
(excluding treasury
shares)
PEIF III Bidco
[1] Ordinary shares 93,720,491 16.99%
DWS Investments
(UK) Limited Ordinary shares 256,415 0.046%
Save as disclosed in this Announcement, as at 4.30 p.m. on 20
May 2022, neither PEIF III Bidco, nor any of the directors of PEIF
III Bidco, nor any of such directors' close relatives, related
trusts or connected persons, nor any person acting in concert with
PEIF III Bidco:
-- held any interest in, or any right to subscribe for, or any
short position (whether conditional or absolute and whether in the
money or otherwise) in, including any short position under a
derivative in relation to, or is party to any agreement to sell or
has any delivery obligation or right to require another person to
purchase or take delivery of, any relevant securities of
Stagecoach;
-- has any outstanding irrevocable commitment or letter of
intent with respect to any relevant securities of Stagecoach;
and
-- save for any borrowed shares which have either been on-lent
or sold, had borrowed or lent any relevant securities of
Stagecoach.
As at 4.30 p.m. on 20 May 2022, PEIF III Bidco may count
363,942,816 Stagecoach Shares (representing approximately 65.99 per
cent of the issued share capital of Stagecoach (excluding treasury
shares)) towards satisfaction of the acceptance condition to its
Offer.
Furthermore, PEIF III Bidco confirms that all remaining
Conditions to the Offer have been satisfied or, where applicable,
waived.
The Offer has therefore become unconditional in all
respects.
Offer remains open
The Offer will remain open for acceptance until further notice.
At least 14 days' notice will be given by an announcement before
the Offer is closed.
Stagecoach Shareholders who have not yet accepted the Offer are
urged to do so as soon as possible 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; or
-- acceptances in respect of uncertificated Stagecoach Shares
should be made electronically through CREST so that the TTE
instruction settles as soon as possible. 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/
and Stagecoach's website at
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.
Delisting and cancellation of trading
Stagecoach Shareholders are reminded that, as stated in the
Offer Document, now that the Offer has become unconditional, if
PEIF III Bidco has by virtue of its shareholdings and acceptances
of the Offer acquired, or agreed to acquire, Stagecoach Shares
representing at least 75 per cent. of the voting rights of
Stagecoach, PEIF III Bidco intends to procure the making of an
application by Stagecoach for cancellation, respectively, of the
trading in Stagecoach Shares on the London Stock Exchange's main
market for listed securities and of the listing of Stagecoach
Shares on the premium listing segment of the Official List.
Provided PEIF III Bidco has, by virtue of its shareholdings and
acceptances of the Offer, acquired Stagecoach Shares carrying 75
per cent. or more of the voting rights of Stagecoach, a notice
period of not less than 20 Business Days before the cancellation
will commence on the date on which PEIF III Bidco has made an
announcement of that fact.
Delisting of the Stagecoach Shares will significantly reduce the
liquidity and marketability of any Stagecoach Shares in respect of
which the Offer has not been accepted at that time, and the
reporting and disclosure requirements will be significantly
reduced. Any remaining Stagecoach Shareholders will become minority
shareholders in a majority controlled company and may therefore be
unable to sell their Stagecoach Shares. There can be no certainty
that Stagecoach would pay any further dividends or other
distributions or that such minority Stagecoach Shareholders will
again be offered an opportunity to sell their Stagecoach Shares on
terms which are equivalent to or no less advantageous.
Compulsory acquisition
As anticipated in the Offer Document, as and when PEIF III Bidco
has received acceptances under the Offer in respect of, or
otherwise acquires, 90 per cent. or more of the Stagecoach Shares
to which the Offer relates (as interpreted in accordance with the
Companies Act), PEIF III Bidco intends to exercise its rights
pursuant to the provisions of Chapter 3 of Part 28 of the Companies
Act to acquire compulsorily the remaining Stagecoach Shares in
respect of which the Offer has not been accepted.
Settlement
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 as follows: (i) in the case of
acceptances which have been received and are complete in all
respects on or before the date of this Announcement, within 14 days
of the date of this Announcement; or (ii) in the case of further
acceptances, within 14 days of the date of receipt of an acceptance
which is complete in all respects.
General
PEIF III Bidco is pleased to announce that Inframobility UK
Midco Limited, a member of the Wider PEIF III Topco Group, has
secured GBP130 million in debt finance from a third party lender
and in accordance with the disclosure set out in paragraph 6 of
Part II of the Offer Document, following completion of the Offer,
and subject to the maintenance of an investment grade credit rating
of Stagecoach and its GBP400 million bonds due 2025, it is intended
that such debt finance shall be used to refinance part of the
equity capital used to finance the cash consideration payable under
the Offer.
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 20 May 2022 less the 24,581,369 Stagecoach
Shares held in treasury.
Enquiries:
Morgan Stanley
Financial Adviser to PEIF III Bidco
Laurence Hopkins
Luca Lupo
Bhavneet Alg
Corporate Broker to PEIF III Bidco
Andrew Foster +44 (0) 20 7425
Alex Smart 8000
Finsbury Glover Hering (Communications
Adviser to PEIF III Bidco)
Guy Lamming
Ed Simpkins +44 (0) 20 7251
Gordon Simpson 3801
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 .
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 . 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.
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. 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 p.m. (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 p.m. (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 one per cent. 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 p.m.
(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 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.
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 those websites are
not incorporated into and do not form part of this
Announcement.
[1] Morgan Stanley Client Securities Nominees Limited holds
93,720,491 Stagecoach Shares as nominee for PEIF III Bidco.
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