Augean plc- Statement re Auction Procedure

16 September 2021

Augean PLC (“Augean” or the “Company”)

Statement regarding competitive situation and Auction Procedure

Introduction

On 30 July 2021, Antwerp Management Limited (“MSI Bidco”) announced a firm intention to make an offer to acquire the Company at an offer value of 280 pence in cash plus a contingent value right of up to a further 20 pence by way of loan notes per Augean share (the “Original MSI Offer”).  The board of directors of the Company stated that it intended to recommend the Original MSI Offer to Augean shareholders.

On 16 August 2021, the Company posted a shareholder circular in connection with the Original MSI Offer convening a Court meeting and general meeting of the Company to be held on 9 September 2021 (the “MSI Shareholder Meetings”).  The shareholder circular contained a recommendation from the board of directors of the Company that shareholders should vote in favour of the Original MSI Offer at the MSI Shareholder Meetings.

On 24 August 2021, Eleia Limited (“Eleia Bidco”) announced a firm intention to make an offer to acquire the Company at an offer price of 325 pence in cash per Augean share (the “Eleia Offer”).  In light of the superior value of the Eleia Offer, the board of directors of the Company stated that:

(a)  it intended to recommend the Eleia Offer to Augean shareholders and, accordingly, was withdrawing its recommendation of the Original MSI Offer; and

(b)  it intended to adjourn the MSI Shareholder Meetings.

On 6 September 2021, the Company posted a shareholder circular in connection with the Eleia Offer convening a Court meeting and general meeting of the Company to be held on 30 September 2021 (the “Eleia Shareholder Meetings”).  The shareholder circular contained a recommendation from the board of directors of the Company that shareholders should vote in favour of the Eleia Offer at the Eleia Shareholder Meetings.

On 8 September 2021, MSI Bidco announced a revision to the terms of the Original MSI Offer, increasing the consideration payable to Augean shareholders to 340 pence in cash per Augean share with no contingent value right (the “Increased MSI Offer”).  In light of the superior value of the Increased MSI Offer as compared to the Eleia Offer, the board of directors of the Company stated that it intended to recommend the Increased MSI Offer to Augean shareholders and, accordingly, was withdrawing its recommendation of the Eleia Offer.

On 9 September 2021, the Company adjourned the MSI Shareholder Meetings to 30 September 2021, being the date on which the Eleia Shareholder Meetings have been convened.

Competitive situation and adjournment of shareholder meetings

On the basis that neither MSI Bidco nor Eleia Bidco have declared their offers final, such that either offer may be further increased or otherwise revised, a competitive situation continues to exist.  Accordingly, the Board of Augean has agreed with the Panel Executive, MSI Bidco and Eleia Bidco an orderly framework for the resolution of this competitive situation (the “Auction Procedure”).

Further to the announcement today by the Panel Executive that, in the absence of a “no increase” statement by either MSI Bidco or Eleia Bidco prior to 5.00 p.m. (London time) on 21 September 2021, the Auction Procedure will apply from that time.  The Auction Procedure will consist of a maximum of five rounds which will all take place on the evening of 22 September 2021.  As soon as practicable following the completion of the auction procedure on the evening of 22 September 2021, the Panel Executive will make an announcement setting out the prices of the offers to be announced or confirmed by MSI Bidco and Eleia Bidco by no later than 7.00 a.m. (London time) on 23 September 2021.

Accordingly, in order to provide sufficient time for the resolution of this competitive situation, the Augean Directors propose to adjourn the MSI Shareholder Meetings and the Eleia Shareholder Meetings to a day in the week commencing 11 October 2021. 

Following the conclusion of the Auction Procedure, the Board of Augean expects to post a shareholder circular in respect of the results of the Auction Procedure, containing further information about any revisions to the Increased MSI Offer and/or the Eleia Offer, and including details of its advice, any recommendation to Augean shareholders and the revised transaction timetable.

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