お知らせ • Oct 11
Kinetic TCo Pty Ltd and Globalvia Inversiones, S.A.U. agreed to acquire The Go-Ahead Group plc (LSE:GOG) from Jupiter Asset Management Limited, abrdn plc, Schroder Investment Management Limited, M&G Investment Management Limited, Threadneedle Asset Management Ltd, Go-Ahead Directors and others.
Kinetic TCo Pty Ltd and Globalvia Inversiones, S.A.U. agreed to acquire The Go-Ahead Group plc (LSE:GOG) from Jupiter Asset Management Limited, abrdn plc, Schroder Investment Management Limited, M&G Investment Management Limited, Go-Ahead Directors and others for approximately £650 million on June 13, 2022. The Go-Ahead Group is getting £15 per share which includes £0.5 dividend. On August 4, 2022, the offer price extended to £15.5 cash per share, which includes £1 dividend. The deal will be financed by a combination of equity and debt financing. Kinetic intends to fund its portion of the equity financing through funding drawn under the Kinetic Facility Agreement and Kinetic and Globalvia intends to fund its portion of the equity financing out of its existing cash resources. The remaining funding is to be provided under the Bidco Facilities Agreement. Globalvia intends to seek to retain the current Chair, Chief Executive and senior management team of Go-Ahead. The non-executive directors of Go-Ahead are expected to step down from the Go-Ahead Group upon completion of the Acquisition. key staff of Go-Ahead will be retained after the transaction. The transaction is unanimously approved by the Board of The Go-Ahead Group. The transaction is subject to shareholders approval of The Go-Ahead, Court approval, satisfaction or (where applicable) waiver of the Conditions, receipt of the relevant merger control and foreign investment clearances in the EU, Germany and Ireland. The Go-Ahead Directors, who have been so advised by Rothschild & Co as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. Go-Ahead confirms that the Court Meeting and the General Meeting to consider the Consortium Offer will be held at Herbert Smith Freehills, Exchange House, Primrose Street, London EC2A 2EG on August 16, 2022. Acquirers have received irrevocable undertakings from Jupiter Asset Management Limited, abrdn plc, Schroder Investment Management Limited and M&G Investment Management Limited which, together with the irrevocable undertakings obtained from Go-Ahead Directors, represent approximately 26.86%. As of August 4, 2022, the transaction has received clearance in relation to the acquisition from the German Federal Cartel Office (Bundeskartellamt). Bidder has received an additional letter of intent from Threadneedle Asset Management confirming that it is their current intention to vote (or procure the voting) in favour of the Scheme at the Court Meeting. Go ahead also announced its intention to adjourn the Court Meeting and General Meeting in light of the Increased Offer and now court meeting will held on August 16, 2022. As of August 16, 2022, majority in number of the Scheme Shareholders approved the scheme. Completion of the Offer remains subject to the satisfaction or, if applicable, waiver of the other Conditions set out in the Scheme Document, including the Court sanctioning the Scheme at the Court Hearing. As of October 6, 2022, High Court of Justice in England and Wales has today sanctioned the Scheme. It is expected that the scheme will become effective in October 2022. As of October 6, 2022, It is expected that the scheme will become effective in October 10, 2022.
John Deans and Sabina Pennings of N M Rothschild & Sons Limited acted as financial adviser and fairness opinion provider, James Rudd and Ben Griffiths of Investec Bank plc, Harry Nicholas, Charles Batten and John Welch of Peel Hunt acted as financial advisor and Herbert Smith Freehills LLP is retained as legal adviser to Go-Ahead. Jonathan Rowley, Arnould Fremy, Sandip Dhillon, Thomas Raynsford and Nick Alexander of UBS AG, London Branch, UBS Europe SE and UBS Securities Australia Ltd, Ting Le Deng, Daryna Radionova and Kirill Ivanov of Banco Santander, S.A. - London Branch acted as financial advisor and Linklaters LLP is retained as legal adviser to Kinetic and Globalvia Inversiones. Harry Nicholas, Charles Batten and John Welch of Peel Hunt LLP acted as a financial adviser to The Go-Ahead Group.
Kinetic TCo Pty Ltd and Globalvia Inversiones, S.A.U. agreed to acquire The Go-Ahead Group plc (LSE:GOG) from Jupiter Asset Management Limited, abrdn plc, Schroder Investment Management Limited, M&G Investment Management Limited, Threadneedle Asset Management Ltd, Go-Ahead Directors and others on October 10, 2022. 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. An 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 on October 11, 2022.