Go-Ahead Group PLC Scheme becomes effective (3240C)

TIDMGOG

RNS Number : 3240C

Go-Ahead Group PLC

10 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

10 October 2022

RECOMMED 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

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

On 13 June 2022, the boards of directors of Bidco and Go-Ahead announced that they had reached agreement on the terms of a recommended cash offer for Go-Ahead, pursuant to which Bidco would acquire the entire issued and to be issued share capital of Go-Ahead for an Acquisition Value of 1,500 pence for each Go-Ahead Share, comprising 1,450 pence in cash and a special dividend of 50 pence per Go-Ahead Share, to be effected by means of a scheme of arrangement under Part 26 of the Companies Act (the " Initial Offer "). The scheme document in respect of the Initial Offer (the " Scheme Document ") was published and made available to Go-Ahead Shareholders on 11 July 2022.

On 4 August 2022, the boards of directors of Bidco and Go-Ahead jointly announced that they had reached agreement on the terms of an increased recommended cash offer for Go-Ahead (the " Increased Offer Announcement "), pursuant to which Bidco would acquire the entire issued and to be issued share capital of Go-Ahead for an Acquisition Value of 1,550 pence for each Go-Ahead Share, comprising 1,450 pence in cash and a special dividend of 100 pence per Go-Ahead Share (the " Scheme ") (the " Acquisition ").

On 16 August 2022, Go-Ahead announced that the Scheme had been approved by the requisite majority of Scheme Shareholders at the Court Meeting held on that date and the Special Resolution relating to the implementation of the Scheme had been approved by the requisite majority of Go-Ahead Shareholders at the General Meeting also held on that date.

On 6 October 2022, Go-Ahead announced that the High Court of Justice in England and Wales had sanctioned the Scheme at the Court Sanction Hearing held on that date.

Bidco and Go-Ahead are pleased to announce that, following the delivery of a copy of the Court Order to the Registrar of Companies today, the Scheme has now become effective in accordance with its terms and the entire issued share capital of Go-Ahead is now owned by Bidco. The Acquisition has therefore now completed.

A Scheme Shareholder on the register of members of Go-Ahead at the Scheme Record Time, being 6.00 p.m. on 7 October 2022, will be entitled to receive 1,550 pence for each Go-Ahead Share held, comprising 1,450 pence in cash and a special dividend of 100 pence per Go-Ahead Share. Settlement of the cash consideration to which any Scheme Shareholder is entitled will be effected by way of electronic payment (for such shareholders with standing electronic payment mandates) or the despatch of cheques or, alternatively, the crediting of CREST accounts (for Scheme Shareholders holding Scheme Shares in certificated form and in uncertificated form respectively), in each case, to or for the account of each relevant Scheme Shareholder. Settlement of the special dividend to which any Scheme Shareholder is entitled will be effected by way of electronic payment (for such shareholders with standing electronic payment mandates) or the despatch of cheques, in each case, to or for the account of each relevant Scheme Shareholder. Settlement of the cash consideration and the special dividend to or for the account of each relevant Scheme Shareholder will be effected as soon as practicable and in any event not later than 14 days after the Effective Date (being 10 October 2022), as set out in the Scheme Document ( as amended on 4 August 2022 ).

Applications have been made to the Financial Conduct Authority and the London Stock Exchange in relation to the de-listing of Go-Ahead Shares from the premium listing segment of the Official List of the Financial Conduct Authority and the cancellation of the admission to trading of Go-Ahead Shares on the London Stock Exchange's main market for listed securities, which is expected to take effect by 7.30 a.m. on 11 October 2022.

Go-Ahead duly announces that, as of the Scheme becoming effective earlier today, David Blackwood, Harry Holt and Leanne Wood have stepped down from the Go-Ahead Board. Clare Hollingsworth, Christian Schreyer, Dominic Lavelle and Sarah Musssenden will remain on the Go-Ahead Board. Dominic Lavelle has agreed to continue his role as an independent non-executive director of Go-Ahead and as the Audit Committee Chair.

Full details of the Acquisition are set out in the Scheme Document published on 11 July 2022 ( as amended on 4 August 2022 ) and the Increased Offer Announcement published on 4 August 2022.

Capitalised terms used in this announcement (unless otherwise defined) have the same meanings as set out in the Scheme Document ( as amended on 4 August 2022 ). All references to times in this announcement are to London, United Kingdom times unless otherwise stated.

Enquiries

 
 Go-Ahead 
 Investor Enquiries 
  Christian Schreyer 
  Sarah Mussenden                                    [phone] 
 Media Enquiries 
  Andrew Clark                                       [phone] 
 Rothschild & Co (Lead Financial Adviser 
  to Go-Ahead)                                       [phone] 
 John Deans 
  Sabina Pennings 
 Investec (Financial Adviser and Joint 
  Corporate Broker to Go-Ahead)                      [phone] 
 James Rudd 
  Ben Griffiths 
 Peel Hunt (Financial Adviser and Joint 
  Corporate Broker to Go-Ahead)                      [phone] 
 Harry Nicholas 
  Charles Batten 
  John Welch 
 Citigate Dewe Rogerson (PR Adviser to 
  Go-Ahead) 
 Lorna Cobbett (media)                               [phone] 
  Holly Gillis (investors)                            [phone] 
 Kinetic 
 Investor Enquiries                                  [phone] 
 Barrett Gibson 
  Michael Sewards 
  Mackayla Hanney 
  Daniel Lewis 
 Media Enquiries                                     [phone] 
 Barrett Gibson 
 Globalvia 
 Investor / Media Enquiries                          [phone] 
 Belen Castro 
  Maria Porta 
 UBS (Lead Financial Adviser to Bidco 
  and the Consortium)                                [phone] 
 Jonathan Rowley 
  Arnould Fremy 
  Sandip Dhillon 
  Thomas Raynsford 
  Nick Alexander 
 Santander Corporate & Investment Banking 
  (Financial adviser to Bidco and the Consortium)    [phone] 
 Ting Le Deng 
  Daryna Radionova 
  Kirill Ivanov 
 Tulchan Communications (PR Adviser to 
  Bidco and the Consortium)                          [phone] 
 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

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.

Banco Santander, S.A. ("Santander") is a credit institution which is registered with the Bank of Spain with number 0049. Banco Santander, S.A., London Branch is a branch of Santander with its principal place of business located at 2 Triton Square, Regent's Place, London NW1 3AN and is authorised by the Bank of Spain and is subject to regulatory oversight on certain matters in the UK by the Financial Conduct Authority and the Prudential Regulatory Authority. Santander is acting exclusively as co-financial adviser to the Consortium and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than the Consortium for providing the protections afforded to clients of Santander or any of its affiliates, or for providing advice in relation to any matter referred to in this announcement. Neither Santander, 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 Santander in connection with this announcement or any matter referred to herein.

The Acquisition shall be implemented solely pursuant to the terms of the Scheme Document, as modified by the Increased Offer Announcement, which contains the full terms and conditions of the Acquisition including details of how to vote in respect of the Acquisition. Any decision, vote or other response in respect of the Increased Offer should be made only on the basis of information contained in the Scheme Document as supplemented by the contents of the Increased Offer Announcement (or, if the Acquisition is implemented by way of Takeover Offer, the Offer Document). Go-Ahead Shareholders are advised to read carefully the Scheme Document and related Forms of Proxy (or, if applicable, the Offer Document).

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.

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

Overseas Shareholders

The release, publication or distribution of this announcement in or into certain jurisdictions other than the United Kingdom may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Acquisition to Go-Ahead Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

The Acquisition shall be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the Financial Conduct Authority.

Additional information for US investors

The Acquisition relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act.

Accordingly, the Acquisition is subject to the disclosure and procedural requirements applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules.

However, if Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable United States laws and regulations, including any applicable exemptions under the US Exchange Act. Such a takeover would be made in the United States by Bidco and no one else.

In accordance with normal United Kingdom practice, Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Go-Ahead outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme 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. Any information about such purchases or arrangements to purchase shall be disclosed as required in the UK, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com .

The receipt of consideration by a US holder for the transfer of its Go-Ahead Shares pursuant to the Scheme shall be a taxable transaction for United States federal income tax purposes. Each Go-Ahead Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them, including under applicable United States state and local, as well as overseas and other, tax laws.

Financial information relating to Go-Ahead included in this announcement and the Scheme Document has been or shall have 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.

Bidco and Go-Ahead are organised under the laws of England and Wales. Some or all of the officers and directors of Bidco and Go-Ahead, respectively, are residents of countries other than the United States. In addition, most of the assets of Bidco and Go-Ahead are located outside the United States. As a result, it may be difficult for US shareholders of Go-Ahead to effect service of process within the United States upon Bidco or Go-Ahead or their respective officers or directors or to enforce against them a judgment of a US court predicated upon the federal or state securities laws of the United Kingdom.

Forward Looking Statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Go-Ahead, Bidco or the Wider Bidco Group contain statements which are, or may be deemed to be, "forward looking statements". Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which Go-Ahead, Bidco or the Wider Bidco Group shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements.

The forward-looking statements contained in this announcement relate to Bidco, any member of the Wider Bidco Group or the Enlarged Group's future prospects, developments and business strategies, the expected timing and scope of the Acquisition and other statements other than historical facts. In some cases, these forward looking statements can be identified by the use of forward looking terminology, including the terms "believes", "estimates", "will look to", "would look to", "plans", "prepares", "anticipates", "expects", "is expected to", "is subject to", "budget", "scheduled", "forecasts", "synergy", "strategy", "goal", "cost-saving", "projects" "intends", "may", "will", "shall" or "should" or their negatives or other variations or comparable terminology. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco, the Wider Bidco Group or Go-Ahead's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Bidco. the Wider Bidco Group or Go-Ahead's business.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that shall occur in the future. These events and circumstances include changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates, future business combinations or disposals, and any epidemic, pandemic or disease outbreak. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors.

Neither Go-Ahead, nor Bidco, nor any member of the Wider Bidco Group 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 shall actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward looking statements.

The forward-looking statements speak only at the date of this announcement. All subsequent oral or written forward-looking statements attributable to Bidco or any member of the Wider Bidco Group or Go-Ahead Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

Go-Ahead, Bidco and the Wider Bidco Group expressly disclaim any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.

No profit forecasts, estimates or quantified benefits statements

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Bidco or Go-Ahead, 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 Go-Ahead, as appropriate

Electronic communications

Please be aware that addresses, electronic addresses and certain information provided by Go-Ahead Shareholders, persons with information rights and other relevant persons for the receipt of communications from Go-Ahead may be provided to Bidco during the Offer Period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Publication on a website

This announcement shall be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Go-Ahead's website at www. https://www.go-ahead.com/investors/offer and on Bidco's website at https://www.gerrardbid.com by 12 noon (London time) on the business day following the date of this announcement. For the avoidance of doubt, the contents of these websites are not incorporated into and do not form part of this announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, Go-Ahead Shareholders, persons with information rights and participants in Go-Ahead Share Plans may request a hard copy of this announcement by contacting Go-Ahead's registrars, Equiniti, between 8:30 a.m. and 5:30 p.m. (London time) Monday to Friday (except UK public holidays) on 0333 207 6524 from within the UK or on [phone] if calling from outside the UK or by submitting a request in writing to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, BN99 6DA. Calls are charged at the standard geographical rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Please note that Equiniti cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or from an independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended).

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October 10, 2022 04:52 ET (08:52 GMT)