Regulatory Filings • Mar 5, 2025
Regulatory Filings
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PART 2 OF THIS DOCUMENT COMPRISES AN EXPLANATORY STATEMENT IN COMPLIANCE WITH SECTION 897 OF THE COMPANIES ACT 2006. THIS DOCUMENT CONTAINS DETAILS OF A PROPOSAL WHICH, IF IMPLEMENTED, WILL RESULT IN THE CANCELLATION OF THE LISTING OF THE RENEWI SHARES ON THE OFFICIAL LIST AND THE CANCELLATION OF THE ADMISSION OF THE RENEWI SHARES TO TRADING ON THE LONDON STOCK EXCHANGE'S MAIN MARKET FOR LISTED SECURITIES AND EURONEXT AMSTERDAM.
If you are in any doubt about the Acquisition, the contents of this document or the action which you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, solicitor, accountant, bank manager or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if you are not so resident, from another appropriately authorised independent financial adviser.
If you sell or otherwise transfer, or have sold or otherwise transferred, all of your Renewi Shares, please forward this document and (if supplied) any reply-paid envelope (but not any personalised Form of Proxy), as soon as possible, to the buyer or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for onward delivery to the buyer or transferee. However, this document and any accompanying documents should not be forwarded, in whole or in part, directly or indirectly, in, into or from any jurisdiction in which such an act would constitute a violation of the relevant laws of such jurisdiction. If you sell or otherwise transfer, or have sold or otherwise transferred, part of your holding of Renewi Shares, you should retain these documents and consult the stockbroker, bank or other agent through whom the sale or transfer was effected. If you have recently purchased or otherwise acquired Renewi Shares in certificated form, notwithstanding receipt of this document and any accompanying documents from the transferor, you should contact Renewi's registrar, Computershare Investor Services PLC ("Computershare"), on the telephone number set out on page 15 of this document to obtain Forms of Proxy and any other replacement documents.
The release, publication or distribution of this document and/or any accompanying documents in, into or from jurisdictions other than the United Kingdom may be restricted by the laws and/or regulations of those jurisdictions and, therefore, persons into whose possession any of these documents come should inform themselves about, and observe, any such restrictions. Any failure to comply with such restrictions may constitute a violation of the laws of any such jurisdiction. To the fullest extent permitted by law, Renewi and BidCo disclaim any responsibility or liability for the violation of such restrictions by such persons.
Neither this document nor any of the accompanying documents do or are intended to constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Acquisition or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful. This document is not a prospectus or prospectus-equivalent document.
(a public limited company incorporated in Scotland with registered number SC077438)
(a newly formed company indirectly controlled by Macquarie European Infrastructure Fund 7 SCSp ("MEIF 7") (an investment fund managed by Macquarie Asset Management Europe S.à r.l. ("MAMES")) and BCI UK IRR Limited ("BCI UK") (an indirect subsidiary of British Columbia Investment Management Corporation ("BCI")) (each of MEIF 7 and BCI UK being a "Consortium Member" and together, the "Consortium")
Circular to Renewi Shareholders and explanatory statement under Section 897 of the Companies Act 2006
and
* The financial terms of the Acquisition are final and will not be increased or improved, except that BidCo reserves the right to increase the financial terms of the Acquisition if there is an announcement of an offer or possible offer for Renewi by any third party offeror or potential offeror.
This document (including any documents incorporated into it by reference) should be read as a whole and in conjunction with the accompanying Forms of Proxy. Your attention is drawn to the letter from the Chair of Renewi in Part 1 of this document, which contains the unanimous recommendation of the Renewi Board that you vote in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting. A letter from Goldman Sachs International and Greenhill & Co. International LLP explaining the Scheme is set out in Part 2 of this document and constitutes an explanatory statement for the purposes of section 897 of the Companies Act.
Notices of the Court Meeting and the General Meeting, each of which will be held at the offices of Ashurst LLP, London Fruit & Wool Exchange, 1 Duval Square, London E1 6PW are set out in Part 9 and Part 10 of this document (respectively). The Court Meeting will start at 12.00 p.m. on 26 March 2025 and the General Meeting will start at 12.15 p.m. on that date (or as soon thereafter as the Court Meeting shall have concluded or been adjourned).
Details of the actions to be taken by Renewi Shareholders in respect of the Meetings are set out on pages 12 to 16 and in paragraph 17 of Part 2 of this document.
Renewi Shareholders will find accompanying this document a BLUE Form of Proxy for use in connection with the Court Meeting and a WHITE Form of Proxy for use in connection with the General Meeting. Renewi Shareholders are asked, whether or not they intend to attend the Meetings in person, to complete and return the enclosed Forms of Proxy in accordance with the instructions printed thereon as soon as possible but in any event so as to be received by the Company's registrar, Computershare, no later than 12.00 p.m. on 24 March 2025 in respect of the Court Meeting and by 12.15 p.m. on 24 March 2025 in respect of the General Meeting or, in the case of any adjournment of a Meeting, no later than 48 hours before the time fixed for the holding of the adjourned Meeting (excluding any part of a day which is a Non-Working Day).
If the BLUE Form of Proxy for use in connection with the Court Meeting is not lodged by the deadline referred to above, it may be completed (if attending in person) and handed to the Chair of the Court Meeting or a representative of the Company's registrar, Computershare, at the Court Meeting venue before the start of the Court Meeting. However, in the case of the General Meeting, if the WHITE Form of Proxy is not lodged by the deadline referred to above, and in accordance with the instructions on the WHITE Form of Proxy, it will be invalid.
Alternatively, Renewi Shareholders can also appoint a proxy for each Meeting electronically through the share portal service at www.investorcentre.co.uk/eproxy.
Renewi Shareholders who are institutional investors may be able to appoint a proxy electronically via the Proxymity platform. For further information regarding Proxymity, please go to www.proxymity.io. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.
The proxy instructions set out above do not apply to investors holding their shares through Euroclear Nederland via banks and brokers. Instead, investors holding their shares through Euroclear Nederland via banks and brokers can appoint the Chair of the Court Meeting and the Chair of the General Meeting, respectively, as a proxy to attend and vote on their behalf or give voting instructions in respect of some or all of their Renewi Shares. Should they wish to do so, they must instruct Euroclear Nederland. This can be done electronically through the website www.abnamro.com/evoting. Alternatively, investors may contact their bank or broker and advise them accordingly. The bank or broker will subsequently confirm the proxy appointment to ABN AMRO as the Company's local agent. The latest time and date for receipt of proxy instructions by investors holding their shares through Euroclear Nederland via banks and brokers, is 12.00 p.m. on 20 March 2025 in respect of the Court Meeting and 12.15pm on 20 March 2025 in respect of the General Meeting (or, in the case of an adjourned Meeting, no later than 96 hours prior to the time set for the adjourned Meeting (excluding any part of a day that is a Non-Working Day)).
If you have any questions about this document, the Court Meeting or the General Meeting, or are in any doubt as to how to complete and return the Forms of Proxy, please contact Renewi's registrar, Computershare, at The Pavilions, Bridgwater Road, Bristol, United Kingdom, BS99 6ZZ or call on +44 (0)370 707 1290, between 8.30 a.m. and 5.30 p.m. Monday to Friday (excluding public holidays in England and Wales). All calls to the helpline may be recorded and monitored for security and training purposes. Please note that, for legal reasons, the helpline cannot provide advice on the merits of the Acquisition or give any legal, tax or financial advice. Investors holding their shares through Euroclear Nederland via banks and brokers should not contact Computershare. Instead, if they have any questions about this document they should contact ABN AMRO through email at [email protected] with the subject line "Offer for Renewi plc".
Goldman Sachs International ("Goldman Sachs"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively as financial adviser for Renewi and no one else in connection with the matters referred to in this document. Neither Goldman Sachs nor its affiliates, nor their respective partners, directors, officers, employees or agents will be responsible to anyone other than Renewi for providing the protections afforded to clients of Goldman Sachs, or for providing advice in connection with the matters referred to in this document or for any other matter referred to herein.
Greenhill & Co. International LLP ("Greenhill"), a Mizuho affiliate, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Renewi and for no one else in connection with the matters referred to in this document and will not be responsible to anyone other than Renewi for providing the protections afforded to clients of Greenhill, nor for providing advice in relation to the matters referred to in this document or any matter referred to herein.
Citigroup Global Markets Limited ("Citi"), which is authorised by the PRA and regulated in the UK by the FCA and the PRA is acting exclusively as financial adviser to BidCo and the Consortium and for no one else in connection with the matters described in this document, and will not be responsible to anyone other than BidCo and the Consortium for providing the protections afforded to its clients nor for providing advice in relation to the matters referred to in this document. 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, tort, in delict, under statute or otherwise) to any person who is not a client of Citi in connection with this document, any statement contained herein, or otherwise.
Macquarie Capital France SA, which is authorised and regulated by the Autorité de Contrôle Prudentiel et de Résolution and the Autorité des Marchés financiers, and Macquarie Capital (Europe) Limited, which is regulated by the FCA in the UK (together, "Macquarie Capital") is acting as financial adviser exclusively to the Consortium and no one else in connection with the matters set out in this document. In connection with such matters, Macquarie Capital, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in connection with the contents of this document or any other matter referred to herein. Neither Macquarie Capital (Europe) Limited nor Macquarie Capital France SA is an authorised deposit-taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia), and their obligations do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542. Any investments are subject to investment risk including possible delays in repayment and loss of income and principal invested. Macquarie Bank Limited does not guarantee or otherwise provide assurance in respect of the obligations of Macquarie Capital (Europe) Limited or Macquarie Capital France SA.
Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg"), which is authorised and regulated by the German Federal Financial Supervisory Authority and is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Renewi and no one else in connection with the matters set out in this document and will not be responsible to anyone other than Renewi for providing the protections afforded to clients of Berenberg for providing advice in connection with any matter referred to herein. Neither Berenberg 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 Berenberg in connection with this document, any statement contained herein or otherwise.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Renewi and for no one else in connection with the matters set out in this document and will not be responsible to anyone other than Renewi for providing the protections afforded to clients of Peel Hunt nor for providing advice in relation to the matters set out in this document. Neither Peel Hunt 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 Peel Hunt in connection with this document, any statement contained herein or otherwise
Defined terms used in this document (save in respect of Part 3 of this document) are set out in Part 8 of this document.
No person has been authorised to give any information or make any representations in relation to the Acquisition other than those contained in this document and, if given or made, such information or representations must not be relied upon as having been authorised by Renewi, the Consortium, BidCo, the Renewi Directors, the BidCo Directors, the Macquarie Responsible Persons, the BCI Responsible Persons, Goldman Sachs, Greenhill, Citi, Macquarie Capital, Berenberg and Peel Hunt or any other person involved in the Acquisition. Neither the delivery of this document nor the holding of the Meetings, the Sanction Hearing or filing the Court Order shall, under any circumstances, create any implication that there has been no change in the affairs of the Renewi Group or the BidCo Group since the date of this document or that the information in this document is correct at any time subsequent to its date.
This document is dated 28 February 2025.
This document and the accompanying documents do not constitute or form part of an offer or an invitation to purchase or subscribe for any securities, or a solicitation of an offer to buy any securities, whether pursuant to this document or otherwise, in any jurisdiction in which such offer, invitation or solicitation is or would be unlawful.
This document does not comprise a prospectus or a prospectus equivalent document or an exempted document.
This document does not comprise an offer document (biedingsbericht) under section 5:76 of the Dutch FSA and has not been reviewed or approved by the AFM.
The contents of this document do not amount to, and should not be construed as, legal, tax, business or financial advice.
The statements contained in this document are made as at the date of this document, unless some other date is specified in relation to them, and publication of this document shall not give rise to any implication that there has been no change in the facts set forth in this document since such date.
The release, publication or distribution of this document and any formal documentation relating to the Acquisition in, into or from jurisdictions other than the United Kingdom or the Netherlands may be restricted by law and/or regulation and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or the Netherlands should inform themselves about and observe any applicable legal or regulatory requirements.
In particular, the ability of persons who are not resident in the United Kingdom or the Netherlands to vote their Renewi Shares with respect to the Scheme at the Court Meeting or the Resolution at the General Meeting, or to execute and deliver Forms of Proxy appointing another person to vote at the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the 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.
Unless otherwise determined by Renewi or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will 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 Scheme by any such means from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this document and any formal documentation relating to the Acquisition are not being, 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 them in or into or from any Restricted Jurisdictions. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex 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 Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.
The Scheme is subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and Euronext Amsterdam. Additionally, and solely if the Acquisition is implemented by way of a Takeover Offer for the Renewi Shares as an alternative to the Scheme (at the election of BidCo and with the consent of the Panel, and subject to the terms of the Co-operation Agreement and compliance with the Takeover Code, the Dutch FSA, the Dutch Offer Decree), such Takeover Offer is subject to the applicable requirements of the Dutch FSA and the Dutch Offer Decree, and supervision of the AFM.
Further details in relation to Overseas Shareholders are contained in paragraph 14 of Part 2 of this document. All Renewi Shareholders or other persons (including nominees, trustees and custodians) who would otherwise intend to or may have a contractual or legal obligation to forward this document and the accompanying Forms of Proxy to a jurisdiction outside the United Kingdom or the Netherlands should refrain from doing so and seek appropriate professional advice before taking any action.
Renewi Shareholders in the United States should note that the Acquisition relates to the shares of a Scottish company listed on the Official List of the London Stock Exchange and Euronext Amsterdam and is proposed to be effected by means of a scheme of arrangement under Part 26 of the Companies Act which will be governed by Scots law. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or the tender offer rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the procedural and disclosure requirements applicable to schemes of arrangement involving a target company incorporated in Scotland and listed on the Official List of the London Stock Exchange and Euronext Amsterdam, which differ from the requirements of US proxy solicitation and tender offer rules.
However, if BidCo were to elect, with the consent of the Panel (where necessary) and subject to the terms of the Co-operation Agreement and in compliance with the Takeover Code and the Dutch Offer Decree, to implement the Acquisition by means of a Takeover Offer, such takeover offer will be made in compliance with all applicable United States laws and regulations, including, to the extent applicable, Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a takeover would be made in the United States by BidCo and by no one else.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act (if applicable), BidCo or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Renewi outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or the 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 and would comply with applicable law, including the US Exchange Act. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website: www.londonstockexchange.com/.
The receipt of consideration by a US holder for the transfer of its Renewi Shares pursuant to the Scheme may have tax consequences in the US and such consequences, if any, are not described herein. Each Renewi Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to it, including under applicable United States state and local, as well as overseas and other, tax laws.
This document does not constitute or form a part of any offer to sell or issue, or any solicitation of any offer to purchase, subscribe for or otherwise acquire any securities in the United States.
Neither the US Securities and Exchange Commission nor any securities commission of any state or other jurisdiction of the United States has approved the Acquisition, passed judgment upon the fairness of the Acquisition, or passed judgment upon the completeness, adequacy or accuracy of this document. Any representation to the contrary is a criminal offence in the United States.
Financial information relating to Renewi included in this 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 ("US GAAP"). US GAAP differs in certain significant respects from accounting standards applicable in the United Kingdom. None of the financial information in this document has been audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Company Accounting Oversight Board (United States).
BidCo is incorporated under the laws of the Netherlands and Renewi is incorporated under the laws of Scotland. Some or all of the officers and directors of BidCo and Renewi, respectively, are residents of countries other than the United States. In addition, most of the assets of BidCo and Renewi are located outside the United States. As a result, it may be difficult for US shareholders of Renewi to effect service of process within the United States upon BidCo or Renewi 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 States, including judgments based upon the civil liability provisions of the US federal securities laws. US shareholders of Renewi 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 jurisdiction or judgment.
This document (including information incorporated by reference in this document), oral statements made regarding the Acquisition, and other information published by Renewi and BidCo or any member of 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 Renewi, BidCo or any member of 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 document relate to BidCo or any member of the Wider BidCo 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, but are not limited to, 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, any member of the Wider BidCo Group or Renewi Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on BidCo, any member of the Wider BidCo Group or Renewi Group's business.
By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that may occur in the future. These events and circumstances include changes in the global, political, economic, business and competitive environments and in 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. 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 Renewi 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 document shall actually occur. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof.
The forward-looking statements speak only at the date of this document. All subsequent oral or written forward-looking statements attributable to BidCo, any member of the Wider BidCo Group or the Renewi Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.
Renewi, the Wider BidCo Group and BidCo expressly disclaim any obligation to update or revise 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 statement in this document (including any statement of estimated synergies) is intended as a profit forecast or estimate for any period or a quantified financial benefits statement and no statement in this document should be interpreted to mean that earnings or earnings per share or dividend per share for Renewi for the current or future financial periods would necessarily match or exceed the historical published earnings or earnings per share or dividend per share for Renewi.
Under Rule 8.3(a) of the Takeover 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 (as defined in the Takeover Code) 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 (as defined in the Takeover Code) 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 Takeover 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 (as defined in the Takeover Code) 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 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.
A copy of this document and the documents required to be published pursuant to Rules 26.1, 26.2 and 26.3 of the Takeover Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on BidCo's website at https://www.macquarie.com/uk/en/macquarierenewi-offer.html and on Renewi's website at https://www.renewi.com/en/investors/investor-relations/offer by no later than 12 noon (London time) on the day (excluding any Non-Working Days) following the publication of this document.
Save as expressly referred to in this document, neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this document.
In accordance with Rule 30.3 of the Takeover Code, Renewi Shareholders and persons with information rights may request a copy of this document (and any accompanying documents and any information incorporated into it by reference to another source) in hard copy form free of charge. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form. For persons who have received a copy of this document in electronic form or via a website notification, a hard copy of this document will not be sent to you unless you have previously notified Renewi's registrar, Computershare, that you wish to receive all documents in hard copy form or unless requested in accordance with the procedure set out below.
If you would like to request a hard copy of this document (or any information incorporated into it by reference to another source) please contact Renewi's registrar, Computershare, at The Pavilions, Bridgwater Road, Bristol, United Kingdom, BS99 6ZZ, or by calling 0370 707 1290 or from overseas +44(0)370 707 1290. 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. Lines are open between 8.30 a.m. and 5.30 p.m. (London time), Monday to Friday (excluding public holidays in England and Wales). Please note that Computershare cannot provide any financial, legal or tax advice. Calls may be recorded and monitored for security and training purposes.
In accordance with Section 5 of Appendix 7 to the Takeover Code, Renewi or BidCo (as applicable) will announce through a Regulatory Information Service key events in the Scheme process, including the outcomes of the Meetings and the Sanction Hearing and that the Scheme has become Effective.
Unless otherwise consented to by the Court (if required) and the Panel, any modification or revision to the Scheme will be made no later than the date which is 14 days prior to the Meetings (or any later date to which such Meetings are adjourned).
Please be aware that addresses, electronic addresses and certain other information provided by Renewi Shareholders, persons with information rights and other relevant persons for the receipt of communications from Renewi may be provided to BidCo during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code in order to comply with Rule 2.11(c) of the Takeover Code.
Certain figures included in this document have been subjected to rounding adjustments. Accordingly, figures shown for 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.
This document is dated 28 February 2025. All times shown in this document are London times, unless otherwise stated.
| EXPECTED TIMETABLE OF PRINCIPAL EVENTS | Page 10 |
|
|---|---|---|
| ACTIONS TO BE TAKEN | 12 | |
| PART 1 LETTER FROM THE CHAIR OF THE COMPANY | 17 | |
| PART 2 EXPLANATORY STATEMENT | 28 | |
| PART 3 THE SCHEME OF ARRANGEMENT | 45 | |
| PART 4 CONDITIONS AND FURTHER TERMS OF THE ACQUISITION | 52 | |
| PART 5 FINANCIAL AND RATINGS INFORMATION ON THE RENEWI GROUP AND THE BIDCO GROUP |
63 | |
| PART 6 TAXATION | 65 | |
| PART 7 ADDITIONAL INFORMATION | 68 | |
| PART 8 DEFINITIONS | 86 | |
| PART 9 NOTICE OF COURT MEETING | 94 | |
| PART 10 NOTICE OF GENERAL MEETING | 98 | |
| PART 11 PROFIT FORECAST | 102 |
| Event | Time and/or date |
|---|---|
| Publication of this document | 28 February 2025 |
| Latest time and date for receipt of proxy instructions by investors holding their shares through Euroclear Nederland via banks and brokers in respect of the Court Meeting |
12.00 p.m. on 20 March 2025(1) |
| Latest time and date for receipt of proxy instructions by investors holding their shares through Euroclear Nederland via banks and brokers in respect of the General Meeting |
12.15 p.m. on 20 March 2025(2) |
| Latest time and date for receipt of the BLUE Form of Proxy, an electronic or a CREST Proxy Instruction in respect of the Court Meeting |
12.00 p.m. on 24 March 2025(3) |
| Latest time and date for receipt of the WHITE Form of Proxy, an electronic or a CREST Proxy Instruction in respect of the General Meeting |
12.15 p.m. on 24 March 2025(4) |
| Voting Record Time for the Court Meeting and the General Meeting | 6.00 p.m. on 24 March 2025(5) |
| Court Meeting | 12.00 p.m. on 26 March 2025 |
| General Meeting | 12.15 p.m. on 26 March 2025(6) |
The following dates and times associated with the Scheme are subject to change and will depend on, among other things, the date on which the Conditions to the Scheme other than Condition 2.3 of Part A of Part 4 of this document are satisfied or, if capable of waiver, waived, and the date on which the Court sanctions the Scheme. Renewi will give adequate notice of all of these dates and times, when known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available on Renewi's website at https://www.renewi.com/en/investors/investor-relations/offer. Further updates and changes to these times will be notified in the same way.
| Sanction Hearing | As soon as reasonably practicable after the satisfaction (or, if applicable, waiver) of Conditions 2.1, 2.2 and 3(a) to (d) (inclusive) set out in Part A of Part 4 and, in any event, prior to the Long-Stop Date ("D") |
|---|---|
| Last day of dealings in, and for registration of transfers of, and disablement in CREST (including those shares held through Euroclear Nederland via banks and brokers) of Renewi Shares on the Main Market and Euronext Amsterdam |
D+1 day (excluding any Non-Trading Days and Non-Working Days)(7) |
| Scheme Record Time | 6.00 p.m. on D+1 day (excluding any Non-Working Days) |
| Suspension of listing of Renewi Shares on the Official List and from trading on the Main Market and Euronext Amsterdam |
By 7.30 a.m. on D+2 days (excluding any Non-Trading Days and Non-Working Days) |
Cancellation of listing of the Renewi Shares on the Main Market By 7.30 a.m. on D+3 days and Euronext Amsterdam (excluding any Non-Trading
Latest date for despatch of cheques and crediting of CREST accounts Within 14 days of the and processing electronic transfers in respect of the cash consideration Effective Date due under the Scheme
Non-Working Days)
(or, as soon as the Court Order has been delivered to the Registrar of Companies for registration)(8)
Days and Non-Working Days)
Long-Stop Date 31 December 2025(9)
All references to time shown in this document are references to London (UK) time.
This section should be read in conjunction with the rest of this document, the accompanying Forms of Proxy, and any documents incorporated by reference into this document.
The Scheme will require approval of the Scheme Shareholders at the Court Meeting to be held at the offices of Ashurst LLP, London Fruit & Wool Exchange, 1 Duval Square, London E1 6PW at 12.00 p.m. on 26 March 2025. Implementation of the Scheme will also require the passing of the Resolution at the General Meeting to be held at the same place at 12.15 p.m. on 26 March 2025 (or as soon thereafter as the Court Meeting has concluded or been adjourned). Notices of the Meetings are set out in Part 9 and Part 10 of this document, respectively.
If the Scheme becomes Effective, it will be binding on Renewi and all Scheme Shareholders, including those Scheme Shareholders who did not attend or vote (or procure a vote) at the Court Meeting and/or the General Meeting or who voted (or procured a vote) against the Scheme at the Court Meeting and/or the Resolution at the General Meeting.
Any Renewi Shareholder holding shares through a nominee, trustee or custodian should contact the nominee, trustee or custodian as voting deadlines for such shareholders to appoint proxies may be different from those set out below.
Renewi Shareholders will find accompanying this document a BLUE Form of Proxy for use in connection with the Court Meeting and a WHITE Form of Proxy for use in connection with the General Meeting. Whether or not you intend to attend both or either of the Meetings, you are asked to please complete and sign the Forms of Proxy in accordance with the instructions printed thereon and return them to Renewi's registrar, Computershare (together, if appropriate, with the power of attorney or other written authority under which it is signed or a notarially certified copy of such power of attorney or authority), by post to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, United Kingdom, BS99 6ZZ, as soon as possible, but in any event so as to be received by the following times and dates:
| BLUE Forms of Proxy for use in connection with the Court Meeting | 12.00 p.m. on 24 March 2025 |
|---|---|
| WHITE Forms of Proxy for use in connection with the General Meeting | 12.15 p.m. on 24 March 2025 |
(or, in the case of an adjourned Meeting, no later than 48 hours prior to the time set for the adjourned Meeting (excluding any part of a day that is a Non-Working Day)).
Return of your completed Forms of Proxy will enable your votes to be counted at the Meetings in the event of your absence. If the BLUE Form of Proxy for use in respect of the Court Meeting is not returned by 12.00 p.m. on 24 March 2025, it may be handed to a representative of Renewi's registrar, Computershare, or to the Chair of the Court Meeting at the Court Meeting venue before the start of the Court Meeting and will still be valid. However, if the WHITE Form of Proxy for use in respect of the General Meeting is not returned so as to be received before the deadline referred to above, it will be invalid.
If you have not received all of these documents please contact Renewi's registrar, Computershare, on the helpline number set out below.
The completion and return of the Forms of Proxy will not prevent you from attending and voting in person at the Court Meeting or the General Meeting, or any adjournment thereof, should you wish to do so and should you be so entitled.
As an alternative to completing and returning the enclosed Forms of Proxy, you can also appoint a proxy for each Meeting electronically through a share portal service at www.investorcentre.co.uk/eproxy. To do so, you will need to log on to your share portal account or register for the share portal if you have not already done so. You will be prompted to enter the Court Meeting control number followed by your unique shareholder reference number and PIN. These can be found on the Forms of Proxy. Once registered, you will be able to vote. Proxies submitted via the share portal service must be received by Renewi's registrar, Computershare, not less than 48 hours before the time of the relevant Meeting or, in the case of an adjourned Meeting, not less than 48 hours prior to the time set for the adjourned Meeting (excluding any part of a day that is a Non-Working Day). Full details of the procedure to be followed to appoint a proxy online are given on the website above.
The proxy appointment via the investor centre will not prevent you from attending and voting in person at the Court Meeting or the General Meeting, or any adjournment thereof, should you wish to do so and should you be so entitled.
If you hold your Renewi Shares in uncertificated form (that is, in CREST), you may vote using the CREST electronic proxy appointment voting service (please also refer to the below and the notes in the notices convening the Court Meeting and the General Meeting set out in Part 9 and Part 10 of this document, respectively).
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so using the procedures described in the CREST Manual, which can be viewed at www.euroclear.com. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK's specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by Renewi's registrar, Computershare (Participant ID: 3RA50) not later than 12.00 p.m. on 24 March 2025 in the case of the Court Meeting and not later than 12.15 p.m. on 24 March 2025 in the case of the General Meeting (or, in the case of an adjourned Meeting, by no later than 48 hours before the time fixed for the holding of the adjourned Meeting (excluding any part of a day that is a Non-Working Day)). For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST application host) from which Computershare is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
CREST members and, where applicable, their CREST sponsors or voting service providers, should note that Euroclear UK does not make available special procedures in CREST for any particular message. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that their CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. CREST members and, where applicable, their CREST sponsors or voting system providers, are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations.
If you are a Scheme Shareholder and an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by no later than 48 hours (excluding any part of such 48 hour period falling on a Non-Working Day) before the time fixed for the relevant Meeting or any adjournment thereof in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.
You are entitled to appoint a proxy in respect of some or all of your Renewi Shares and Renewi Shareholders (other than investors holding shares through Euroclear Nederland via banks and brokers) are also entitled to appoint more than one proxy. A space has been included in the Forms of Proxy to allow you to specify the number of Renewi Shares in respect of which that proxy is appointed. If you return the Forms of Proxy duly executed but leave this space blank, you will be deemed to have appointed the proxy in respect of all of your Renewi Shares. Investors holding their shares through Euroclear Nederland via banks and brokers are not able to appoint multiple proxies.
Renewi Shareholders (other than investors holding shares through Euroclear Nederland via banks and brokers) may appoint more than one proxy in relation to the Meetings, provided that each proxy is appointed to exercise the rights attached to different Renewi Shares held by them. If you wish to appoint more than one proxy in respect of your shareholding, you should photocopy the Forms of Proxy, as required. The following principles shall apply in relation to the appointment of multiple proxies:
Investors holding their shares through Euroclear Nederland via banks and brokers are not included in the register of members of Renewi on an individual basis – such shares are included in the register of members of Renewi under the name of Euroclear Nominees. Investors holding their shares through Euroclear Nederland via banks and brokers will not receive Forms of Proxy.
Likewise, the proxy instructions set out above do not apply to investors holding their shares through Euroclear Nederland via banks and brokers.
Instead, investors holding their shares through Euroclear Nederland via banks and brokers can appoint the Chair of the Court Meeting and the Chair of the General Meeting, respectively, as a proxy to attend and vote on their behalf or give voting instructions in respect of some or all of their Renewi Shares. Should they wish to do so, they must instruct Euroclear Nederland. This can be done electronically through the website www.abnamro.com/evoting. Alternatively, investors may contact their bank or broker and advise them accordingly. The bank or broker will subsequently confirm the proxy appointment to ABN AMRO as the Company's local agent.
Investors holding their shares through Euroclear Nederland must submit proxy instructions via their bank or broker or directly via www.abnamro.com/evoting by the following times and dates:
(or, in the case of an adjourned Meeting, no later than 96 hours prior to the time set for the adjourned Meeting (excluding any part of a day that is a Non-Working Day)).
If you have any questions about this document, the Court Meeting or the General Meeting, or are in any doubt as to how to complete and return the Forms of Proxy, please contact Renewi's registrar, Computershare, at The Pavilions, Bridgwater Road, Bristol, United Kingdom, BS99 6ZZ or call on +44(0)370 707 1290, between 8.30 a.m. and 5.30 p.m. Monday to Friday (excluding public holidays in England and Wales). All calls to the helpline may be recorded and monitored for security and training purposes. Please note that, for legal reasons, the helpline cannot provide advice on the merits of the Acquisition or give any legal, tax or financial advice.
Investors holding their shares through Euroclear Nederland via banks and brokers should not contact Computershare. Instead, if they have any questions about this document they, should contact ABN AMRO through email at [email protected] with the subject line "Offer for Renewi plc".
(a public limited company limited by shares incorporated in Scotland with registered number SC077438)
Ben Verwaayen (Chair) 16 Charlotte Square Allard Castelein (Senior Independent Director) Edinburgh Katleen Vandeweyer (Independent Non-Executive Director) EH2 4DF Jolande Sap (Independent Non-Executive Director) Luc Sterckx (Independent Non-Executive Director) Neil Hartley (Independent Non-Executive Director) Otto de Bont (Chief Executive Officer) Annemieke den Otter (Chief Financial Officer)
Directors Registered Office
28 February 2025
To the holders of Renewi Shares and, for information only, to holders of awards and options under the Renewi Share Plans and persons with information rights.
Dear Renewi Shareholder,
Recommended final* cash acquisition pursuant to which BidCo shall acquire the entire issued and to be issued ordinary share capital of Renewi to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.
On 13 February 2025, the boards of Renewi and BidCo announced that they had reached agreement regarding the terms of a recommended final* cash offer for Renewi by BidCo pursuant to which BidCo will acquire the entire issued and to be issued ordinary share capital of Renewi.
BidCo is a newly formed company indirectly controlled by Macquarie European Infrastructure Fund 7 SCSp ("MEIF 7") (an investment fund managed by Macquarie Asset Management Europe S.à r.l. ("MAMES")) and BCI UK IRR Limited ("BCI UK") (an indirect subsidiary of British Columbia Investment Management Corporation ("BCI")). Further information relating to BidCo, Macquarie Asset Management and BCI can be found at paragraph 9.2 of Part 2 of this document.
I am writing to you, on behalf of the Renewi Board, to provide you with an explanation of the background to and reasons for the Acquisition and to explain why the Renewi Directors (i) consider the Acquisition to be in the best interests of Renewi Shareholders as a whole; and (ii) having been so advised by Goldman Sachs and Greenhill as to the financial terms of the Acquisition, consider terms of the Acquisition to be fair and reasonable.
Therefore, the Renewi Board is unanimously recommending that Scheme Shareholders vote, or procure a vote, in favour of the Scheme at the Court Meeting and that Renewi Shareholders vote, or procure a vote, in favour of the Resolution at the General Meeting, as the Renewi Directors who hold or are beneficially entitled to Renewi Shares have irrevocably undertaken to do in respect of their own beneficial holdings of Renewi Shares (and have undertaken to procure that their close relatives and related trusts do in respect of their respective beneficial holdings).
* The financial terms of the Acquisition are final and will not be increased or improved, except that BidCo reserves the right to increase the financial terms of the Acquisition if there is an announcement of an offer or possible offer for Renewi by any third party offeror or potential offeror.
The Acquisition is being implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. The Acquisition is subject to a number of Conditions and further terms which are set out in Part 4 of this document and include Renewi receiving the requisite approvals from Renewi Shareholders and the Scheme being sanctioned by the Court. The provisions of the Scheme are set out in Part 3 of this document.
I would also like to draw your attention to the explanatory statement from Goldman Sachs and Greenhill set out in Part 2 of this document, which gives further details about the Acquisition and the Scheme, and the additional information set out in Part 7 of this document. In particular, pages 12 to 16 of this document set out further details of the actions that Renewi Shareholders are being asked to take in connection with the Acquisition.
It is important, for the Court Meeting in particular, that as many votes as possible are cast (whether in person or by proxy) in order for the Court to be satisfied that there is a fair representation of Scheme Shareholders' opinion. You are therefore strongly urged to complete, sign and return your Forms of Proxy or to appoint a proxy electronically either through the relevant share portal service, Proxymity, CREST or, if shares are held through Euroclear Nederland via banks and brokers, through the relevant bank or broker or directly via www.abnamro.com/evoting, in accordance with the "Actions to be taken" section at page 12 of this document as soon as possible.
The recommendation of the Renewi Directors is set out in paragraph 14 below of this Part 1 and the background to and reasons for such recommendation are set out in paragraph 3 below of this Part 1.
Under the terms of the Acquisition, which is subject to the Conditions and other terms set out in Part 4 of this document, Renewi Shareholders will be entitled to receive:
The Acquisition values the entire issued and to be issued ordinary share capital of Renewi at approximately £707 million and represents a premium of approximately:
The Acquisition Price assumes that Renewi Shareholders shall not receive any dividend, distribution, or other return of value. If, on or after the date of this document and on or prior to the Effective Date, any dividend, distribution or other return of value is declared, made, or paid, or becomes payable by Renewi, BidCo shall reduce the Acquisition Price by an amount up to the amount of such dividend, distribution or other return of value in which case references to the Acquisition Price will be deemed to be a reference to the Acquisition Price as so reduced. In such circumstances, Renewi Shareholders shall be entitled to retain any such dividend, distribution, or other return of value declared, made, or paid.
BidCo reserves the right to elect (with the consent of the Panel, and subject to the terms of the Co-operation Agreement and in compliance with the Takeover Code and the Dutch Offer Decree) to implement the Acquisition by way of a Takeover Offer for the Renewi Shares as an alternative to the Scheme.
The bases and sources for certain financial information contained in this document are set out in paragraph 12 of Part 7 of this document. A summary of the irrevocable undertakings given in relation to the Acquisition is set out in paragraph 4 of Part 7 of this document.
Renewi is a pure-play recycling company that focuses on extracting value from waste and used materials rather than disposing of them through incineration or landfill. Renewi plays an important role in combating resource scarcity by creating circular materials. Renewi is a market leader in Europe's most advanced recycling markets, the Benelux region, and is at the forefront of sorting treatment and recycling technology which are key to decarbonisation.
Renewi has over 6,000 employees who leverage innovation and the latest technology across around 150 operational sites to turn waste into circular materials such as paper, metals, plastics, glass, wood, building materials, compost, and water. In FY24, Renewi put 6.6 million tonnes of low-carbon circular materials back into use and prevented more than 2.5 million tonnes of CO2 emissions.
Renewi communicated an updated strategy and its key initiatives during the Capital Markets Day on 4 October 2023 with a focus on advancing its position as a pure-play recycling market leader, optimising the portfolio for growth across all divisions and increasing financial returns. As part of the Capital Markets Day, Renewi set out a number of medium-term financial targets: high single digit underlying EBIT margin, >40 per cent. Free Cash Flow / EBITDA conversion, >15 per cent. ROCE and >5 per cent. organic annual sales growth1. To achieve these targets, Renewi has been focused on a number of strategic priorities, including:
Renewi has made good progress against these strategic and financial priorities, reflected in the latest FY24 and HY25 results, including the following:
As a result, the Renewi Directors remain confident in the Renewi Group's strategy and are committed to delivering on Renewi's medium-term financial targets.
Renewi's organic growth is expected to be supported by developments in regulation, as well as market and consumer demand. For example, by 2030, the upcoming European Union regulations will require a 50 per cent. reduction in material footprint, the share of recycled content to increase to 60 per cent. and packaging to be made from 70 per cent. of recycled materials. That being said, Renewi has been operating in an
1 The statement on medium-term targets is a 3 to 5 year target and is aspirational only. As such, the statement should not be construed as a profit forecast within the meaning of the Takeover Code. There can be no certainty that Renewi will achieve its ambition, which is subject to various assumptions, risks and uncertainties which could cause Renewi's financial results to differ materially from these targets.
environment of macroeconomic challenges including lower levels of construction and demolition in the Netherlands and high inflation. This led to a year-on-year reduction in handled volumes in Commercial Waste of 5 per cent. in 2024, which taken together with recyclate price development and inflation, has offset some of the margin improvements achieved from executing on the strategic and financial priorities referred to above. Operating conditions in some of Renewi's key segments continue to be soft, and whilst these are expected to recover over time, there is no certainty Renewi will not continue to face similar challenges from market cycles.
The offer of 870 pence per Renewi Share followed a number of unsolicited proposals from Macquarie and represents a 12.3 per cent. increase from the proposal publicly announced by Macquarie in September 2023 of 775 pence per Renewi Share. Following Macquarie's termination announcement in 2023 after its proposals were rejected, Macquarie re-engaged with Renewi in 2024 which resulted in the jointly announced final possible offer on 28 November 2024.
The Renewi Directors believe that the terms of the Acquisition provide the opportunity for Renewi Shareholders to realise an immediate and certain cash value today at a level which may not be achievable ahead of a fuller realisation of Renewi's strategy over the medium term, with the execution of that strategy subject to a number of factors outside of Renewi's control.
In considering the financial terms of the Acquisition and determining whether they reflect an appropriate valuation of Renewi and its future prospects, the Renewi Directors have taken into account a number of factors including:
In addition to the financial terms, the Renewi Directors have also taken into account BidCo's and the Consortium's intentions concerning Renewi's business, management team, employees and other stakeholders (detailed in paragraph 7 below). The Renewi Directors note the great importance BidCo and the Consortium attach to the skill and expertise of Renewi's management and employees who will continue to be key to delivering high quality services to customers and BidCo and the Consortium's vision for growth.
The Consortium believes that the Acquisition represents an attractive opportunity to invest in a leading waste-to-product company and that it is well-positioned to support the growth of Renewi's business.
The circular economy's rapid expansion presents significant opportunities for companies in the sector including Renewi. The expansion of the circular economy is being driven by growing regulatory support and increasing demand for low-carbon secondary materials. In particular, emerging policies are fostering higher adoption of recycled materials through requirements such as minimum recycled content, accelerated recycling rates, and extended producer responsibility for closed-loop systems, which is driving growth of the sector. The Consortium firmly believes Renewi is well-placed to thrive in this evolving landscape and capitalise on the sector's growth potential.
Having closely followed Renewi's performance and the broader sector for some time, Macquarie and BCI strongly believe in Renewi's ability to generate long-term value and lead the market for low-carbon secondary materials. The Consortium is of the view that Renewi's established market presence, deep expertise in recycling processes, diverse customer base and the skills and expertise of its employees provide a solid foundation for future growth.
Private ownership will provide Renewi with the flexibility needed to execute its strategy, enabling it to enhance its leadership position and accelerate growth in ways that are challenging in the public market.
Macquarie Asset Management and BCI will bring Renewi a wealth of experience and a proven track record in deploying capital to drive growth and operational excellence. Understanding the circular economy and success with prior investments positions the Consortium as an ideal partner to support Renewi's ambitions. Both Macquarie Asset Management and BCI are committed to working closely with Renewi's management team to ensure delivery of its strategic objectives, and to deliver for the benefit of all of its stakeholders, including employees, customers, communities and partners in the countries in which it operates.
Coast Capital Management LLC and Paradice Investment Management LLC have each given irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting, in respect of a total of 7,301,468 Renewi Shares, representing, in aggregate, approximately 9.1 per cent. of the ordinary share capital of Renewi in issue on the Latest Practicable Date.
Following the sale by Avenue Europe International Management LP (acting by funds and entities that it advises) ("Avenue") of its entire position of 4,496,252 Renewi Shares to Glazer Capital, LLC (acting by funds and entities that it advises), Glazer Capital, LLC (acting by funds and entities that it advises) has given an irrevocable undertaking to vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting in respect of a total of 4,496,252 Renewi Shares representing approximately 5.6 per cent. of the ordinary share capital of Renewi in issue on the Latest Practicable Date on the same terms as the irrevocable undertaking given by Avenue.
In addition, SPICE ONE Investment Coöperatief U.A. has given an irrevocable undertaking to vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting in respect of a total of 4,661,228 Renewi Shares representing approximately 5.8 per cent. of the ordinary share capital of Renewi in issue on the Latest Practicable Date.
As set out in paragraph 1 above, BidCo has received irrevocable undertakings from each of the Renewi Directors who are interested in the Renewi Shares to vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting, in respect of a total of 507,581 Renewi Shares, representing, in aggregate, approximately 0.6 per cent. of the ordinary share capital of Renewi in issue on the Latest Practicable Date.
BidCo has therefore received irrevocable undertakings in respect of a total of 16,966,529 Renewi Shares representing, in aggregate, approximately 21.1 per cent. of the ordinary share capital of Renewi in issue on the Latest Practicable Date.
Further details of these irrevocable undertakings, including the circumstances in which they cease to be binding, are set out in paragraph 4 of Part 7 of this document.
For details of Renewi's current trading and prospects, please refer to the announcement of Renewi's results for the nine months ended 31 December 2024 published on 13 February 2025, a link to which can be found in paragraph 1 of Part 5 of this document (the "Q3 2025 Trading Update").
The Q3 2025 Trading Update contained the following statement in relation to the financial performance for the year ending 31 March 2025 (the "FY25 Outlook Statement").
"Whilst market conditions remain mixed, the benefits of the Group's commercial and cost initiatives underpin the continued expectation of solid progress in FY25. We enter the final quarter with positive growth momentum which should enable the Group to achieve a full year revenue performance in line with its previous expectations. Further productivity and cost initiatives are being implemented to mitigate, in part, the effect of the additional cost and market headwinds experienced in the third quarter of 2025, which are anticipated to persist in the remainder of the year. Looking ahead, Renewi remains committed to delivering on its medium-term targets of a high-single digit underlying EBIT margin and organic annual revenue growth of >5%2".
Since the publication of the Q3 2025 Trading Update, the Group's trading has continued in line with the FY25 Outlook Statement.
BidCo is fully supportive of Renewi's strategy to be the leading waste-to-product company by: (i) building Renewi's leadership position in the circular economy by increasing recycling rates; (ii) enhancing the quality and value of the products it produces; and (iii) selectively gaining market share (both organically and through consolidation opportunities). BidCo believes that it can accelerate Renewi's plans with its collaborative approach and by leveraging its international network, scale and capital resources.
Prior to the Announcement, and consistent with market practice, BidCo has been granted access to Renewi senior management and other information for the purposes of conducting a confirmatory due diligence exercise. However, BidCo has not yet had access to sufficiently detailed information to formulate detailed plans regarding the impact of the Acquisition on Renewi. Following completion of the Acquisition, BidCo intends to carry out its own assessment over three to six months of the existing ongoing transformation and improvement programmes already underway in the Renewi business. BidCo's assessment will aim to identify areas where BidCo can support management in implementing, on budget and on time or on an accelerated basis, Renewi's ongoing plans in their current form, in particular Renewi's plan to further strengthen its safety culture and Renewi's existing transformational programmes to increase operational efficiency and asset utilisation.
BidCo intends to work closely with Renewi's management to develop Renewi's plans to reinforce and drive forward Renewi's strategy announced during the Capital Markets Day on 4 October 2023 to be the leading waste-to-product company. In particular, BidCo intends to:
BidCo and the Consortium attach great importance to the skills and expertise of Renewi's management and employees and recognise that Renewi's management and employees will continue to be key to delivering high quality services to customers and BidCo and the Consortium's vision for growth. BidCo does not have any intention of making any material changes to the conditions of employment or to the balance of the skills and functions of the Renewi Group's employees or management.
2 The statement on medium-term targets is a 3 to 5 year target and is aspirational only. As such, the statement should not be construed as a profit forecast within the meaning of the Takeover Code. There can be no certainty that Renewi will achieve its ambition, which is subject to various assumptions, risks and uncertainties which could cause Renewi's financial results to differ materially from these targets.
Following completion of the Acquisition and once Renewi Shares cease to be listed, and separate to Renewi's existing transformation programmes which BidCo does not intend to change, there will be some very limited restructuring which would involve headcount reduction in relation to PLC-related functions only which would take effect shortly after the Effective Date.
It is intended that with effect from completion of the Acquisition, each of the non-executive members of the Renewi Board shall resign from their office as a director of Renewi and be paid in lieu of their contractual notice periods.
BidCo confirms that following the completion of the Acquisition, the existing employment rights, including pension rights, of Renewi's management and employees shall be fully safeguarded in accordance with applicable law.
BidCo confirms it is also fully supportive of Renewi's plans to help further improve its safety culture and foster diverse and inclusive teams. BidCo intends to continue fostering greater diversity and inclusion in the organisation as the benefits of a diversified workforce are also a high priority to BidCo and each Consortium Member – both as an owner and employer.
BidCo recognises the importance of Renewi pension schemes to their members. BidCo confirms that it has no intention of making any material changes to the current arrangements for the funding of Renewi's UK defined benefit pension scheme, the Shanks Group Pension Scheme, current employer pension contribution arrangements, the accrual of benefits for existing members or the rights of admission of new members (noting that the Shanks Group Pension Scheme is closed to the future accrual of benefits and to the admission of new members).
In order to promote the retention of senior Renewi employees after the Effective Date and incentivise the delivery of Renewi's strategy, BidCo has agreed to grant cash-based awards ("LTIP Retention Awards") to participants (including the Renewi Executive Directors) in Renewi's Long-Term Incentive Plan ("LTIP") that replace (at target performance) the value lapsing in respect of LTIP awards granted in 2023 and 2024 as a result of the Acquisition due to the application of time pro-rating on LTIP awards. A small number of LTIP awards have been granted to reflect the relevant participants' exceptional performance and these are only subject to time vesting, with no performance conditions ("STAR Awards"). These STAR Awards will be replaced on the same basis as other LTIP awards (except as described below) with "STAR Retention Awards". The LTIP Retention Awards (other than STAR Retention Awards) will be subject to performance conditions relating to, and weighted equally between, Renewi's strategy, growth, financial and safety measures which have been agreed with the Renewi Remuneration Committee. They will (normally subject to continued employment) vest and be payable on the same timeline as the LTIP awards they replace. For maximum outperformance, the LTIP Retention Awards (other than STAR Retention Awards) can deliver 120 per cent. of the value lapsing due to time pro-rating under the LTIP. The STAR Retention Awards can deliver 100 per cent. of the value lapsing due to time pro-rating under the LTIP. Further details of the LTIP Retention Awards and STAR Retention Awards can be found in paragraph 10.1 of Part 2 of this document.
As required by, and solely for the purposes of, Rule 16.2 of the Takeover Code, Greenhill has reviewed the terms of the LTIP Retention Awards together with other information deemed relevant and advised Renewi that, in its opinion, the LTIP Retention Awards are fair and reasonable. In providing its advice, Greenhill has taken into account the commercial assessments of the Renewi Directors. Greenhill is acting as the independent financial adviser to Renewi for the purposes of Rule 3 of the Takeover Code.
Following completion of the Acquisition, BidCo may develop additional incentive arrangements for certain members of the management team.
BidCo intends to maintain Renewi's current corporate headquarters and headquarter functions and has no intention to change the locations of Renewi's places of business or to redeploy its fixed assets (in each case other than in connection with the restructuring of PLC-related functions primarily in the UK relating to the listings in London and Amsterdam as set out above).
To BidCo's knowledge, Renewi has no standalone research and development function.
Renewi has been listed on the London Stock Exchange since 1988 and on Euronext Amsterdam since 2020. As set out in paragraph 9, it is intended that applications will be made for the cancellation of the listing of Renewi Shares on the Official List and the cancellation of trading in Renewi Shares on the London Stock Exchange's Main Market and Euronext Amsterdam, in each case to take effect on or as soon as possible after the Effective Date in accordance with the expected timetable of principal events set out on pages 10 and 11 of this document.
The Acquisition is being effected by a Court-sanctioned scheme of arrangement between Renewi and the Scheme Shareholders under Part 26 of the Companies Act 2006. The purpose of the Scheme is to provide for BidCo to become holder of the whole of the issued and to be issued share capital of Renewi.
Under the Scheme, the Acquisition is to be achieved by the transfer of the Scheme Shares held by Scheme Shareholders to BidCo in consideration for which Scheme Shareholders will receive the Acquisition Price on the basis set out in paragraph 2 above of this Part 1.
The Acquisition is subject to the Conditions and further terms and conditions referred to in Part 4 of this document. The Acquisition shall only become Effective if, among other things, the following events occur on or before 11.59 p.m. on the Long-Stop Date:
The Scheme shall lapse if:
provided, however, that the deadlines for the timing of the Court Meeting, the General Meeting and the Sanction Hearing as set out above may be waived by BidCo, and the Long-Stop Date may be extended by agreement between Renewi and BidCo (with the Panel's consent and as the Court may approve (if such approval(s) are required)).
Under Rule 13.5(a) of the Takeover Code and subject to the paragraph immediately below, BidCo may only invoke a Condition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn with the consent of Panel. The Panel will normally only give its consent if the circumstances which give rise to the right to invoke the Condition are of material significance to BidCo in the context of the Acquisition. This will be judged by reference to the facts of each case at the time that the relevant circumstances arise.
Conditions 2.1, 2.2 and 2.3 (as listed in Part A of Part 4 of this document) (and, if applicable, any acceptance condition if the Acquisition is implemented by means of a Takeover Offer) are not subject to Rule 13.5(a) of the Takeover Code. All other Conditions are subject to Rule 13.5(a) of the Takeover Code.
To become Effective, the Scheme must be approved by a majority in number of the Scheme Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted. In addition, a special resolution implementing the Scheme must be passed by Renewi Shareholders representing at least 75 per cent. of votes cast at the General Meeting. The General Meeting is expected to be held immediately after the Court Meeting. In respect of the Resolution at the General Meeting, Renewi Shareholders will be entitled to cast one vote for each Renewi Share held at the relevant record time.
Following the Meetings, the Scheme must be sanctioned by the Court. The Scheme will only become Effective once a copy of the Court Order is delivered to the Registrar of Companies for registration.
Upon the Scheme becoming Effective, it shall be binding on Renewi and all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting. Subject to satisfaction (or waiver, where applicable) of the Conditions, the Scheme is expected to become Effective during the second quarter of 2025 (taking into account the expected timelines to satisfy each of the Regulatory Conditions listed in paragraphs (iv) to (vii) above).
The Scheme will be governed by Scots law. The Scheme will be subject to the jurisdiction of the Court, the Conditions set out above and the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, Euronext Amsterdam and the FCA.
As the Acquisition is being effected by means of a Scheme of Arrangement, the provisions and requirements set forth in the Dutch Offer Decree do not apply and BidCo has therefore not submitted and will not submit an application for approval of an offer document to the AFM under section 5:76 of the Dutch FSA.
BidCo reserves the right to implement the Acquisition by means of a Takeover Offer (subject to Panel consent and the terms of the Co-operation Agreement and in compliance with the Takeover Code and the Dutch Offer Decree). If the Acquisition would be implemented by way of a Takeover Offer, the provisions and requirements set forth in the Dutch Offer Decree will apply to such Takeover Offer.
It is intended that the last day for dealings in, and registration of transfers of, Renewi Shares (other than the registration of the transfer of the Scheme Shares to BidCo pursuant to the Scheme) will be the day (excluding any Non-Trading Days and Non-Working Days) following the date of the Sanction Hearing.
Prior to the Scheme becoming Effective, Renewi shall make an application for the cancellation of trading of the Renewi Shares on the London Stock Exchange's Main Market for listed securities and for the cancellation of the listing of Renewi Shares on the Official List, in each case to take effect on or shortly after the Effective Date.
Prior to the Scheme becoming Effective, Renewi shall make an application for the de-listing of the Renewi Shares from Euronext Amsterdam and request the termination of the listing agreement between Renewi and Euronext Amsterdam in relation to the listing of the Renewi Shares, to take effect on or as soon as possible after the Effective Date.
The last day of dealings in Renewi Shares on the London Stock Exchange's Main Market and on Euronext Amsterdam is expected to be the day (excluding any Non-Trading Days and Non-Working Days) immediately prior to the Effective Date and no transfers shall be registered after 6.00 p.m. on that date.
On the Effective Date, share certificates in respect of Renewi Shares shall cease to be valid and entitlements to Renewi Shares held within the CREST system (including those shares held through Euroclear Nederland via banks and brokers) shall be cancelled.
As soon as possible after the Effective Date, it is intended that Renewi will be re-registered as a private limited company.
Your attention is drawn to Part 6 of this document which contains a summary of limited aspects of the United Kingdom and Dutch taxation regimes applicable to the Acquisition. This summary is intended as a general guide only, does not constitute tax advice and does not purport to be a complete analysis of all potential United Kingdom or Dutch taxation consequences of the Acquisition. If you are in any doubt as to your tax position, or if you are subject to taxation in any jurisdiction other than the United Kingdom or the Netherlands, you should consult an appropriate independent professional tax adviser.
Your attention is drawn to pages 12 to 16 and paragraph 17 of Part 2 of this document, which provide information on the actions that Renewi Shareholders are being asked to take in relation to the Acquisition and the Scheme. These pages should be read in conjunction with the rest of this document, the accompanying Forms of Proxy and any document incorporated by reference.
Notices convening the Court Meeting and the General Meeting are set out in Part 9 and Part 10 of this document, respectively.
IT IS IMPORTANT, FOR THE COURT MEETING IN PARTICULAR, THAT AS MANY VOTES AS POSSIBLE ARE CAST (WHETHER IN PERSON OR BY PROXY) IN ORDER FOR THE COURT TO BE SATISFIED THAT THERE IS A FAIR REPRESENTATION OF SCHEME SHAREHOLDERS' OPINION. YOU ARE THEREFORE STRONGLY URGED TO COMPLETE, SIGN AND RETURN YOUR FORMS OF PROXY OR TO APPOINT A PROXY ELECTRONICALLY EITHER THROUGH THE RELEVANT SHARE PORTAL SERVICE, THROUGH PROXYMITY OR THROUGH CREST IN ACCORDANCE WITH THE INSTRUCTIONS SET OUT IN THE "ACTIONS TO BE TAKEN" SECTION AT PAGE 12 OF THIS DOCUMENT, AS SOON AS POSSIBLE.
Details of a helpline to assist Renewi Shareholders who have questions relating to this document or the completion and return of the Forms of Proxy or the instructions regarding electronic proxy appointment are set out on page 15 of this document. All calls to the helpline may be recorded and monitored for security and training purposes. Please note that, for legal reasons, the helpline cannot provide advice on the merits of the Acquisition or give any legal, tax or financial advice.
The attention of Overseas Shareholders is drawn to paragraph 14 of Part 2 of this document.
Further information in relation to the Scheme and the Acquisition is set out in the explanatory statement in Part 2 of this document and the full Scheme is set out in Part 3 of this document.
The Renewi Directors, who have been so advised by Goldman Sachs and Greenhill as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the Renewi Directors, Goldman Sachs and Greenhill have taken into consideration the commercial assessments of the Renewi Directors. Greenhill is providing independent financial advice to the Renewi Directors for the purposes of Rule 3 of the Takeover Code.
Accordingly, taking into account the factors set out in paragraph 3 above of this Part 1, the Renewi Directors believe that the terms of the Acquisition (including the Scheme) are in the best interests of Renewi Shareholders as a whole and unanimously recommend that all Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that all Renewi Shareholders vote in favour of the Resolution at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer), as the Renewi Directors who hold Renewi Shares have irrevocably undertaken to do in respect of their own beneficial holdings (and have undertaken to procure that their close relatives and related trusts do in respect of their respective beneficial holdings) totalling in aggregate 507,581 Renewi Shares, representing approximately 0.6 per cent. of the issued ordinary share capital of Renewi as at the Latest Practicable Date.
Yours faithfully
Ben Verwaayen Chair
(Explanatory statement in compliance with section 897 of the Companies Act)
Goldman Sachs International Plumtree Court, 25 Shoe Lane, London EC4A 4AU United Kingdom,
Greenhill & Co. International LLP Berkeley Square House London W1J 6BY United Kingdom
28 February 2025
To Renewi Shareholders,
Recommended final* cash acquisition pursuant to which BidCo shall acquire the entire issued and to be issued ordinary share capital of Renewi to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.
On 13 February 2025, the boards of Renewi and BidCo announced that they had reached agreement regarding the terms of a recommended final* cash offer by BidCo for Renewi pursuant to which BidCo will acquire the entire issued and to be issued ordinary share capital of Renewi.
Your attention is drawn to the letter from the Chair of the Company set out in Part 1 of this document, which forms part of this explanatory statement. That letter explains, amongst other things, the background to and reasons for the Acquisition and why the Renewi Directors, who have been so advised by Goldman Sachs and Greenhill as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the Renewi Directors, Goldman Sachs and Greenhill have taken into consideration the commercial assessments of the Renewi Directors. Greenhill is providing independent financial advice to the Renewi Directors for the purposes of Rule 3 of the Takeover Code.
The Renewi Directors believe that the terms of the Acquisition (including the Scheme) are in the best interests of Renewi Shareholders as a whole and unanimously recommend that all Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that all Renewi Shareholders vote in favour of the Resolution at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer), as the Renewi Directors who hold Renewi Shares have irrevocably undertaken to do in respect of their own beneficial holdings (and have undertaken to procure that their close relatives and related trusts do in respect of their respective beneficial holdings) totalling in aggregate 507,581 Renewi Shares, representing approximately 0.6 per cent. of the issued ordinary share capital of Renewi as at the Latest Practicable Date.
In providing their advice, Goldman Sachs and Greenhill are advising the Renewi Board in relation to the Acquisition and are not acting for any Renewi Director in their personal capacity nor for any Renewi Shareholder in relation to the Acquisition. Neither Goldman Sachs nor Greenhill will be responsible to any such person for providing the protections afforded to their respective clients or for advising any such person in relation to the Acquisition. In particular, neither Goldman Sachs nor Greenhill will owe any duties or responsibilities to any particular Renewi Shareholder concerning the Acquisition.
* The financial terms of the Acquisition are final and will not be increased or improved, except that BidCo reserves the right to increase the financial terms of the Acquisition if there is an announcement of an offer or possible offer for Renewi by any third party offeror or potential offeror.
Goldman Sachs and Greenhill have been authorised by the Renewi Board to write to Renewi Shareholders to explain the terms of the Acquisition and the Scheme and to provide Renewi Shareholders with other relevant information.
This explanatory statement contains a summary of the provisions of the Scheme. The terms of the Scheme are set out in full in Part 3 of this document. Your attention is also drawn to the Conditions and further terms of the Acquisition set out in Part 4 of this document and to the further information set out in the other parts of this document which all form part of this explanatory statement.
Under the terms of the Scheme, which will be subject to the Conditions and other terms set out in Part 4 of this document, Renewi Shareholders will be entitled to receive:
The Acquisition values the entire issued and to be issued ordinary share capital of Renewi at approximately £707 million and represents a premium of approximately:
The Acquisition Price assumes that Renewi Shareholders shall not receive any dividend, distribution, or other return of value. If, on or after the date of this document and on or prior to the Effective Date, any dividend, distribution or other return of value is declared, made, or paid, or becomes payable by Renewi, BidCo shall reduce the Acquisition Price by an amount up to the amount of such dividend, distribution or other return of value in which case references to the Acquisition Price will be deemed to be a reference to the Acquisition Price as so reduced. In such circumstances, Renewi Shareholders shall be entitled to retain any such dividend, distribution, or other return of value declared, made or paid.
BidCo reserves the right to elect (with the consent of the Panel, and subject to the terms of the Co-operation Agreement and in compliance with the Takeover Code and the Dutch Offer Decree) to implement the Acquisition by way of a Takeover Offer for the Renewi Shares as an alternative to the Scheme.
BidCo has no material assets or liabilities other than those described in this document in connection with its incorporation and the Acquisition. With effect from the Effective Date, the earnings, assets and liabilities in the consolidated BidCo accounts will comprise the consolidated earnings, assets and liabilities of Renewi.
The Acquisition is being effected by a Court-sanctioned scheme of arrangement between Renewi and the Scheme Shareholders under Part 26 of the Companies Act. The Scheme is subject to a number of Conditions and further terms which are set out in Part 4 of this document. Subject to the satisfaction or, where applicable, waiver of the Conditions, it is expected that the Scheme will become Effective during the second quarter of 2025.
Implementation of the Scheme will require the approval of Scheme Shareholders at the Court Meeting and the approval of the Resolution by Renewi Shareholders at the General Meeting. The Scheme also requires the sanction of the Court.
The Scheme will become Effective upon the delivery of the Court Order to the Registrar of Companies for registration. Once the Scheme becomes Effective, it will be binding on Renewi and all Scheme Shareholders, including those Scheme Shareholders who did not attend or vote (or procure a vote) at the Court Meeting and/or the General Meeting or who voted (or procured a vote) against the Scheme at the Court Meeting and/or the Resolution at the General Meeting.
The provisions of the Scheme are set out in Part 3 of this document.
BidCo is providing the cash consideration payable under the Acquisition through equity to be drawn from the Consortium and invested indirectly in BidCo. If any syndication of the Consortium's equity commitment occurs prior to the Scheme becoming Effective, an announcement will be made by BidCo in respect of this via a Regulatory Information Service. BidCo will put in place an appropriate capital structure for the business, which will include third party debt. Information on the Debt Commitment Letter and Fee Letter is set out in paragraph 10.2 of Part 7 of this document.
Citi, in its capacity as financial adviser to BidCo, is satisfied that sufficient resources are available to BidCo to satisfy in full the cash consideration payable to Renewi Shareholders under the terms of the Acquisition.
The Acquisition is subject to the Conditions and further terms set out below and in Part 4 of this document and shall only become Effective, if, among other things, the following events occur on or before 11.59 p.m. on the Long-Stop Date:
The Acquisition can only become Effective if all Conditions, including those described above, have been satisfied or, if capable of waiver, waived. If any of the Conditions set out in paragraphs 1 and 2 of Part A of Part 4 of this document are not capable of being satisfied by the dates specified therein, BidCo shall (without prejudice to its right to invoke other Conditions) make an announcement through a Regulatory Information Service as soon as practicable and, in any event, by no later than 8.00 a.m. on the first day (excluding any Non-Working Days) following the date so specified, stating whether BidCo has invoked that Condition, waived that Condition, or, with the agreement of Renewi or with the consent of the Panel, specified a new date by which that Condition must be satisfied.
Subject to satisfaction (or waiver, where applicable) of the Conditions, the Scheme is expected to become Effective during the second quarter of 2025 (taking into account the expected timelines to satisfy each of the Regulatory Conditions listed in paragraphs (iv) to (vii) above).
The BidCo Board believes that the Acquisition has a compelling strategic and financial rationale. Please refer to paragraph 4 of Part 1 of this document, which sets out in detail BidCo's background to and reasons for the Acquisition.
Please refer to paragraph 7 of Part 1 of this document which sets out details of BidCo's intentions for the Renewi Group if the Scheme becomes Effective.
Renewi is a pure-play recycling company that focuses on extracting value from waste and used materials rather than disposing of them through incineration or landfill. Renewi also plays an important role in combating resource scarcity by creating circular materials which it sells to its customers. In giving new life to used materials, Renewi addresses both social and regulatory trends, contributing to a cleaner and greener world.
Renewi's vision is to be the leading waste-to-product company in the world's most advanced circular economies, reflected in a recycling rate of continuing operations of 66.2 per cent. for the six months ended 30 September 2024, one of the highest in Europe. In FY24, Renewi put 6.6 million tonnes of low-carbon circular materials back into use each year. This contributes to mitigating climate change and promotes the circular economy. Renewi's recycling efforts help to protect natural resources and prevent more than 2.5 million tonnes of CO2 emissions annually.
Renewi leverages innovation and the latest technology to turn waste into circular materials such as paper, metals, plastics, glass, wood, building materials, compost and water. It employs over 6,000 people across around 150 operational sites in five countries in Europe (figures as at 30 September 2024). Renewi is recognised as a leading waste-to-product company in the Benelux region and a European leader in advanced recycling.
Renewi is a public limited company incorporated under the laws of Scotland. The Renewi Shares are listed on the Official List of the London Stock Exchange and on Euronext Amsterdam.
The Consortium is comprised of MEIF 7 and BCI UK.
BidCo is a private company with limited liability incorporated under the laws of the Netherlands on 18 December 2024. As at the Effective Date, it is intended that BidCo will be directly or indirectly owned in the following proportions: (i) MEIF 7 will own 60 per cent.; (ii) BCI UK will own 40 per cent. BidCo was formed for the purposes of the Acquisition and has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition.
Macquarie Asset Management is a global asset manager, integrated across public and private markets. Trusted by institutions, governments, foundations and individuals to manage approximately £474 billion in assets, it provides a diverse range of investment solutions including real assets, real estate, credit and equities & multi-asset.
Macquarie Asset Management has invested in, managed and helped develop assets in the waste sector for more than 15 years. Today, through its managed funds, Macquarie Asset Management is a long-term investor in companies that provide municipal solid waste, transfer, treatment, recycling and disposal, as well as energy-from-waste (EfW), in Europe, the Americas and Asia-Pacific.
Macquarie Asset Management is part of Macquarie Group, a diversified financial group providing clients with asset management, finance, banking, advisory, and risk and capital solutions across debt, equity and commodities. Founded in 1969, Macquarie Group employs over 20,600 people in 34 markets and is listed on the Australian Securities Exchange.
All figures as at 30 September 2024.
BCI is amongst the largest institutional investors in Canada, with c.\$250 billion of gross assets under management. BCI manages a portfolio of diversified public and private investments managed on behalf of its British Columbia public pension fund and institutional clients.
Based in Victoria, British Columbia, BCI is a responsible investor, investing in all major asset classes including fixed income, public equities, private equity, real estate equity, real estate debt, infrastructure and renewable resources. With offices in Victoria, Vancouver, New York and London, BCI has a global reach and broad investment scope.
BCI's investment in Renewi will be made by BCI's Infrastructure & Renewable Resources program, which invests in tangible long-life assets that include a portfolio of direct investments in companies across a variety of sectors spanning regulated utilities, energy, telecommunications, transportation, timberlands and agri-businesses.
All figures as at 31 March 2024.
Participants in the Renewi Share Plans will be contacted separately regarding the effect of the Scheme on their rights under the Renewi Share Plans, including details of any appropriate proposals being made to such participants in due course.
A summary of the effect of the Scheme on outstanding awards and options is set out below. In the event of any conflict between the summary set out below and the rules of the relevant Renewi Share Plans, the Renewi Directors' remuneration policy (where applicable) and/or the communications to participants in the Renewi Share Plans regarding the effect of the Scheme on their rights under the Renewi Share Plans and details of the arrangements applicable to them (the "Renewi Share Plan Notices"), the rules of the relevant Renewi Share Plan, the Renewi Directors' remuneration policy (where applicable) and the terms of the Renewi Share Plan Notices (as the case may be) will prevail.
The Scheme will apply to any Renewi Shares which are unconditionally allotted, or issued or transferred out of treasury to satisfy the vesting of awards or exercise of options under the Renewi Share Plans before the Scheme Record Time. As the Scheme will not extend to Renewi Shares issued or transferred after the Scheme Record Time, it is proposed to amend the Renewi Articles at the General Meeting to provide that, subject to the Scheme becoming Effective and the proposed amendments to the Renewi Articles being approved at the General Meeting, any Renewi Shares issued or transferred out of treasury to any person on or after the Scheme Record Time (including in satisfaction of the vesting of any award or exercise of any option under one of the Renewi Share Plans) will be immediately transferred to, or to the order of, BidCo in exchange for the same consideration as that payable under the Scheme.
Further information in respect of the proposed amendments to the Renewi Articles is contained in the Notice of General Meeting in Part 10 of this document.
Outstanding awards granted under the LTIP that have otherwise not vested or been released from applicable holding periods prior to the Court Sanction Date will (as a result of the Acquisition and in accordance with participants' contractual rights under the LTIP) vest subject to performance (other than STAR Awards) and be released from any applicable holding period on the Court Sanction Date applying the following criteria:
In order to promote the retention of senior Renewi employees after the Effective Date and incentivise the delivery of Renewi's strategy, BidCo has agreed to grant LTIP Retention Awards to participants (including the Renewi Executive Directors) in the LTIP who are employed and not under notice on the Effective Date that replace (at target performance) the value lapsing in respect of LTIP awards granted in 2023 and 2024 as a result of the Acquisition due to the application of time pro-rating on LTIP awards.
The terms of the LTIP Retention Awards have been agreed with the Renewi Remuneration Committee.
The LTIP Retention Awards (other than the STAR Retention Awards) will be subject to equal-weighted performance conditions relating to:
The performance conditions will be assessed over the period starting on the Effective Date and ending at the end of the performance period that applied to the corresponding LTIP award.
For maximum outperformance of the performance conditions the LTIP Retention Awards (other than STAR Retention Awards) can deliver 120 per cent. of the value lapsing due to time pro-rating under the LTIP. At maximum outperformance, the total aggregate value that may be delivered to participants under the LTIP Replacement Awards (other than STAR Retention Awards) is £3.7 million.
The STAR Awards are not subject to performance conditions, they are only subject to time vesting, and the STAR Retention Awards to be granted to those participants will also not be subject to performance conditions, just time vesting. The maximum value deliverable for the STAR Retention Awards is 100 per cent. of the value lapsing due to time pro-rating under the LTIP. The total aggregate value that may be delivered to participants under the STAR Retention Awards is expected to be £72,000. All LTIP Retention Awards (including STAR Retention Awards) will (normally subject to continued employment) vest and be payable on the same vesting and payment dates as the LTIP awards they replace but, as cash awards, will not be subject to any post-vesting retention period.
The Renewi Remuneration Committee will determine that unvested awards made under the Deferred Annual Bonus Scheme will vest on the Court Sanction Date in respect of such number of Renewi Shares as may be determined by the Renewi Remuneration Committee in accordance with the rules of the Deferred Annual Bonus Scheme.
All outstanding options under the Sharesave Scheme will (to the extent not already exercisable) become immediately exercisable on the Court Sanction Date. Options under the Sharesave Scheme will be exercisable for a period of 20 days following the Court Sanction Date, after which time any outstanding options under the Sharesave Scheme will lapse and any savings made under the related savings contract which are not used to acquire Renewi Shares will be returned to the participants.
The names of the Renewi Directors and the details of their interests in the share capital of Renewi, including in awards or options under the Renewi Share Plans, are set out in paragraph 5 of Part 7 of this document, which forms part of this explanatory statement.
Each of the Renewi Directors who holds, controls or is beneficially entitled to Renewi Shares has irrevocably undertaken to vote (or procure the vote) in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting (and has also undertaken to procure that their close relatives and related trusts do so in respect of their respective beneficial holdings). Further details of these irrevocable undertakings are set out in paragraph 4 of Part 7 of this document.
In common with other participants in the Renewi Share Plans who are not directors of the Company, the Renewi Directors who hold awards or options under such Renewi Share Plans, will receive Renewi Shares to the extent that such awards vest or options are exercised, and LTIP Retention Awards in respect of LTIP awards granted in 2023 and 2024 that lapse as a result of the Acquisition due to the application of time pro-rating on such LTIP awards. Further details of the LTIP Retention Awards are set out in paragraph 10.1 of this Part 2, and an opinion from Greenhill in respect of the terms of the LTIP Retention Awards required by, and solely for the purposes of, Rule 16.2 of the Takeover Code is set out in paragraph 7 of Part 1 of this document.
Particulars of the Service Agreements and Letters of Appointment of the Renewi Directors and are set out in paragraph 6 of Part 7 of this document. Each of the non-executive members of the Renewi Board shall resign from their office as Renewi Directors on the Effective Date and be paid in lieu of their contractual notice periods.
Save as disclosed in this document, the effect of the Scheme on the interests of the Renewi Directors (whether as directors, members, creditors or otherwise) does not differ from the effect of the Scheme on the interests of other persons.
The Scheme is an arrangement made between Renewi and the Scheme Shareholders under Part 26 of the Companies Act, which requires the approval of the Scheme Shareholders and the sanction of the Court. The purpose of the Scheme is to provide for BidCo to become holder of the whole of the issued and to be issued share capital of Renewi.
In order to achieve this, it is proposed that all Scheme Shares will be transferred to BidCo in consideration for which the Scheme Shareholders whose names appear on the register of members of Renewi at the Scheme Record Time will be entitled (subject to certain terms and conditions) to receive cash consideration on the basis set out in paragraph 2 above. Renewi Shareholders (including investors holding shares through Euroclear Nederland via banks and brokers) holding shares through a nominee, trustee or custodian will receive the consideration due to them from the relevant nominee, trustee or custodian who appears on the register of members of Renewi in accordance with the terms of the relevant arrangement. Investors holding shares through Euroclear Nederland via banks and brokers will receive their cash consideration in Euro as set out in more detail at paragraph 13.2 of Part 2 of this document. Investors may incur a charge in connection with the conversion of Sterling to Euro and/or in accordance with the terms of the intermediary agreement in place between the investor and their bank or broker.
Any Renewi Shares which BidCo or any other member of the BidCo Group (or their respective nominees) may hold or acquire before the Court Meeting (and/or the Scheme Record Time) are Excluded Shares and therefore neither BidCo nor any other member of the BidCo Group (or their respective nominees) will be a Scheme Shareholder, nor will they be entitled to vote at the Court Meeting in respect of any Renewi Shares held or acquired by them.
After the Scheme Record Time, entitlements to Renewi Shares held within CREST (including those shares held through Euroclear Nederland via banks and brokers) will be cancelled. Once the Scheme becomes Effective, share certificates in respect of Scheme Shares will cease to be valid and every Scheme Shareholder who holds their Scheme Shares in certificated form shall be bound at the request of Renewi to deliver their share certificate(s) to Renewi (or any person appointed by Renewi to receive the same) or to destroy their share certificate(s).
Any Renewi Shares issued before the Scheme Record Time will be subject to the terms of the Scheme.
It is expected that the Scheme will become Effective in the second quarter of 2025, subject to the satisfaction or (where relevant) waiver of all the relevant Conditions. The Conditions are set out in full in Part 4 of this document and the provisions of the Scheme are set out in full in Part 3 of this document. The Scheme will become Effective upon the delivery of the Court Order to the Registrar of Companies for registration.
Upon the Scheme becoming Effective, it shall be binding on Renewi and all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting and/or the General Meeting or who voted (or procured a vote) against the Scheme at the Court Meeting and/or against the Resolution at the General Meeting.
Before the Court is asked to sanction the Scheme, the Scheme will require the approval of Scheme Shareholders at the Court Meeting and the passing of the Resolution by Renewi Shareholders at the General Meeting, each of which is to be held at the offices of Ashurst LLP, London Fruit & Wool Exchange, 1 Duval Square, London E1 6PW on 26 March 2025.
Notices of the Court Meeting and the General Meeting are set out in Part 9 and Part 10 of this document, respectively. Entitlements to attend and vote at the Meetings and the number of votes which may be cast at them will be determined by reference to holdings of Renewi Shares as shown in the register of members of Renewi at the time specified in the notice of the relevant Meeting.
The Court Meeting, which has been convened for 12.00 p.m. on 26 March 2025 at the offices of Ashurst LLP, London Fruit & Wool Exchange, 1 Duval Square, London E1 6PW, is being held at the order of the Court to seek the approval of Scheme Shareholders to the Scheme.
At the Court Meeting, voting will be by poll and each Scheme Shareholder present in person or by proxy will be entitled to one vote for each Scheme Share held or represented at the Voting Record Time. In order for the Scheme to be approved, it must be approved by a majority in number of Scheme Shareholders representing 75 per cent. or more in value of votes cast by such Scheme Shareholders who are present or represented and vote, whether in person or by proxy, at the Court Meeting (or at any adjournment of any such meeting).
Due to the length of time anticipated to be required to calculate the result of the poll, the result may not be announced at the Court Meeting. The result of the vote at the Court Meeting will be publicly announced by Renewi via a Regulatory Information Service as soon as practicable after it is known and, in any event, by no later than 8.00 a.m. on the first day (excluding any Non-Working Days) following the Court Meeting.
Scheme Shareholders have the right to raise any objections they may have to the Scheme at the Court Meeting.
It is important, for the Court Meeting in particular, that as many votes as possible are cast (whether in person or by proxy) in order for the Court to be satisfied that there is a fair representation of Scheme Shareholders' opinion. You are therefore strongly urged to complete, sign and return your Forms of Proxy or to appoint a proxy electronically either through the relevant share portal service, through Proxymity or through CREST in accordance with the instructions set out in the "Actions to be taken" section at page 12 of this document as soon as possible.
The General Meeting has been convened for 12.15 p.m. on 26 March 2025 (or as soon thereafter as the Court Meeting has concluded or been adjourned), at the offices of Ashurst LLP, London Fruit & Wool Exchange, 1 Duval Square, London E1 6PW, to consider and, if thought fit, pass the Resolution to:
The proposed amendments to the Renewi Articles referred to above are set out in full in the notice of the General Meeting in Part 10 of this document.
At the General Meeting, voting will be by way of poll and each Renewi Shareholder present (in person or by proxy) will be entitled to one vote for each Renewi Share held at the Voting Record Time. In order for the Resolution to be passed, it must be approved by votes in favour representing at least 75 per cent. of the votes cast by eligible Renewi Shareholders at the General Meeting.
Due to the length of time anticipated to be required to calculate the result of the poll, the result may not be announced at the General Meeting. The result of the vote at the General Meeting will be publicly announced by Renewi via a Regulatory Information Service as soon as practicable after it is known and, in any event, by no later than 8.00 a.m. on the first day (excluding any Non-Working Days) following the General Meeting.
Each Scheme Shareholder who is entered in Renewi's register of members at the Voting Record Time will be entitled to attend, speak and vote at the Court Meeting. Each Renewi Shareholder who is entered in Renewi's register of members at the Voting Record Time will be entitled to attend, speak and vote at the General Meeting. If either Meeting is adjourned only those Scheme Shareholders or Renewi Shareholders (as the case may be) on the register of members at 6.00 p.m. two days (excluding any Non-Working Days) before the date set for the adjourned Meeting(s) will be entitled to attend, speak and vote.
Investors holding their shares through Euroclear Nederland via banks and brokers are not included in the register of members of Renewi – such shares are included in the register of members under the name of Euroclear Nominees. Instead, investors holding their shares through Euroclear Nederland via banks and brokers can appoint the Chair of the Court Meeting and the Chair of the General Meeting, respectively, as a proxy to attend and vote on their behalf or give voting instructions in respect of some or all of their Renewi Shares. Should they wish to do so, they must instruct Euroclear Nederland in accordance with the instructions set out below and in the "Actions to be taken" section at page 12 of this document.
Renewi Shareholders will find accompanying this document a BLUE Form of Proxy for use in connection with the Court Meeting and a WHITE Form of Proxy for use in connection with the General Meeting. Renewi Shareholders are entitled to appoint a proxy or proxies to attend, speak and vote instead of them. A proxy need not be a Renewi Shareholder. The appointment of a proxy will not preclude Renewi Shareholders from being entitled to attend, speak and vote at the relevant Meeting (or at any adjournment(s) thereof) from doing so in person if they wish. In the event of a poll on which a Scheme Shareholder or Renewi Shareholder votes in person, any proxy votes previously lodged in accordance with the instructions set out herein by such shareholder in respect of the same Renewi Shares for the relevant Meeting will be excluded.
Any Renewi Shareholder holding shares through a nominee, trustee or custodian should contact the nominee, trustee or custodian as deadlines for such shareholders to appoint proxies may be different from those set out below.
A BLUE Form of Proxy for use in respect of the Court Meeting and a WHITE Form of Proxy for use in respect of the General Meeting accompany this document. To be effective, an appointment of proxy must be duly completed and returned using one of the following methods:
In each case, the appointment of a proxy (together with any relevant power of attorney or authority) must be received by Renewi's registrar, Computershare, (or, in the case of an appointment of a proxy through CREST, in the manner prescribed by CREST) by the following times and dates:
(or, in the case of an adjourned Meeting, no later than 48 hours prior to the time set for the adjourned Meeting (excluding any part of a day that is a Non-Working Day)).
If the BLUE Form of Proxy for the Court Meeting is not lodged by the deadline referred to above, it may be completed and handed to the Chair of the Court Meeting or a representative of Renewi's registrar, Computershare, (if attending in person) at the Court Meeting venue before the start of the Court Meeting. However, in the case of the General Meeting, if the WHITE Form of Proxy is not lodged by the deadline referred to above, and in accordance with the instructions on the WHITE Form of Proxy, it will be invalid.
Scheme Shareholders are entitled to appoint a proxy in respect of some or all of their Scheme Shares and are also entitled to appoint more than one proxy. Renewi Shareholders are entitled to appoint a proxy in respect of some or all of their Renewi Shares and are also entitled to appoint more than one proxy.
The completion and return of the Forms of Proxy will not prevent you from attending and voting in person at the Court Meeting or the General Meeting, or any adjournment thereof, should you wish to do so and should you be so entitled.
Persons holding their shares through Euroclear Nederland via banks and brokers will not receive Forms of Proxy.
Further details of the actions to be taken by Renewi Shareholders (including in relation to the appointment of multiple proxies) are set out on pages 12 to 16 of this document.
Investors holding their shares through Euroclear Nederland via banks and brokers are not included in the register of members of Renewi – such shares are included in the register of members of Renewi under the name of Euroclear Nominees. Investors holding their shares through Euroclear Nederland via banks and brokers will not receive Forms of Proxy. Likewise, the proxy instructions set out above do not apply to investors holding their shares through Euroclear Nederland via banks and brokers.
Instead, investors holding their shares through Euroclear Nederland via banks and brokers can appoint the Chair of the Court Meeting and the Chair of the General Meeting, respectively, as a proxy to attend and vote on their behalf or give voting instructions in respect of some or all of their Renewi Shares. Should they wish to do so, they must instruct Euroclear Nederland. This can be done electronically through the website www.abnamro.com/evoting. Alternatively, investors may contact their bank or broker and advise them accordingly. The bank or broker will subsequently confirm the proxy appointment to ABN AMRO as the Company's local agent.
Investors holding their shares through Euroclear Nederland via banks and brokers must submit proxy instructions via their bank or broker or directly via www.abnamro.com/evoting by the following times and dates:
(or, in the case of an adjourned Meeting, no later than 96 hours prior to the time set for the adjourned Meeting (excluding any part of a day that is a Non-Working Day)).
Investors holding their shares though Euroclear Nederland via banks and brokers cannot appoint multiple proxies in respect of their holding.
As noted above, the Scheme also requires the sanction of the Court. The Sanction Hearing to sanction the Scheme is expected to be held (subject to the availability of the Court) within 21 days of the satisfaction (or, where applicable, waiver) of the Conditions set out in this document.
The Scheme shall lapse if:
provided however that the deadlines for the timing of the Court Meeting, the General Meeting and the Sanction Hearing as set out above may be moved so such later date(s) as may be agreed between Renewi BidCo (or, in a competitive situation, as may be specified by BidCo with the consent of the Panel (in each case where the Court may allow)) and the deadline for the Scheme to become Effective may be extended by agreement between BidCo and Renewi, with the Panel's consent, and as the Court may allow.
In broad terms, the Court is authorised to and will conduct a hearing to consider: (i) whether the provisions of the Companies Act and procedural requirements have been satisfied; (ii) whether the sole class of Scheme Shareholders was properly identified and represented by those attending the Court Meeting; (iii) whether an intelligent and honest Scheme Shareholder, acting alone in respect of their interest as a Scheme Shareholder, might reasonably approve the Scheme; and (iv) whether there is any other relevant factor or impediment the Court should take into account in exercising its discretion as to whether to sanction the Scheme.
Scheme Shareholders or a person who considers that he or she has an interest in the Scheme (each an "Interested Party") and who is concerned that the Scheme may adversely affect him or her is entitled to be heard by the Court, as explained below.
If an Interested Party wishes to raise concerns in relation to the Scheme with the Court or appear at the Sanction Hearing, he or she should seek independent legal advice and arrange for written answers to the petition to be lodged electronically (by email to [email protected]), with the Court and within the time specified in the advertisement of the petition and pay the required fee. Written answers are a formal Court document, which must comply with the rules of the Court and should normally be prepared by Scottish counsel or Scottish solicitor advocates.
However, the practice of the Court has been that it will normally be open to considering written objections which are not in the form of written answers and/or allow an Interested Party who has not lodged written answers to appear at the Sanction Hearing. Each Interested Party should note that, although the normal practice of the Court is to consider informal objections made in person or in writing, the decision to do so is entirely at the discretion of the Court, and that the Court may require an Interested Party to lodge written answers in order to raise objections to the Scheme and/or appear at the Sanction Hearing.
If the Court sanctions the Scheme, the Scheme will become Effective upon the delivery of the Court Order to the Registrar of Companies for registration. This is presently expected to occur two days (excluding any Non-Working Days) after the date of the Sanction Hearing, subject to the satisfaction (or, where applicable, waiver) of the Conditions.
BidCo will instruct counsel to undertake to the Court on BidCo's behalf to consent to and be bound by the Scheme and to execute and do or procure to be executed and done all such documents, acts and things as may be necessary or desirable to be executed or done by it for the purpose of giving effect to the Scheme.
The Scheme contains a provision for Renewi and BidCo to consent jointly on behalf of all persons concerned to any modification of, or addition to, the Scheme or to any condition which the Court may think fit to approve or impose. The Court would be unlikely to approve of any modification of, or addition to, or impose a condition on, the Scheme which might be material to the interests of Scheme Shareholders unless Scheme Shareholders were informed of any such modification, addition or condition and given the opportunity to vote on that basis. It would be a matter for the Court to decide, in its discretion, whether or not a further meeting of Scheme Shareholders should be held to consider such modification, addition or condition.
Unless otherwise consented to by the Panel, any modification or revision to the Scheme will be made no later than the date which is 14 days prior to the Meetings (or any later date to which such Meetings are adjourned). A switch to a Takeover Offer is not a modification or revision for the purposes of this paragraph.
BidCo has reserved the right to elect, subject to the consent of the Panel (where necessary) and the written consent of Renewi pursuant to the terms of the Co-operation Agreement and in compliance with the Takeover Code, Dutch FSA and the Dutch Offer Decree, for the Acquisition to be implemented by way of a Takeover Offer.
In this event, the Takeover Offer will be implemented on the same terms, so far as applicable, as those which would apply to the Scheme subject to appropriate amendments to reflect the change in method of effecting the Acquisition including (without limitation) the inclusion of an acceptance condition set at 75 per cent. of the Renewi Shares (or such other percentage as BidCo and Renewi may agree in writing after (to the extent necessary) consultation with the Panel, being in any case more than 50 per cent. of the voting rights attaching to Renewi Shares). If BidCo does elect to implement the Acquisition by way of a Takeover Offer, and if sufficient acceptances of such Takeover Offer are received and/or sufficient Renewi Shares are otherwise acquired, it is the intention of BidCo to apply the provisions of section 979 of the Companies Act to acquire compulsorily any outstanding Renewi Shares to which such Takeover Offer relates.
Prior to the Scheme becoming Effective, applications will be made to the FCA and the London Stock Exchange for: (i) the cancellation of the listing of the Renewi Shares on the Official List; and (ii) the cancellation of trading of Renewi Shares on the Main Market.
It is intended that the last day for dealings in, and registration of transfers of, Renewi Shares (other than the registration of the transfer of the Scheme Shares to BidCo pursuant to the Scheme) will be the day (excluding any Non-Trading Days and Non-Working Days) following the date of the Sanction Hearing. No transfers of Renewi Shares will be registered after that time. The Renewi Shares will be suspended from listing on the Official List and from trading on the Main Market at 7.30 a.m. on the second day (excluding any Non-Trading Days and Non-Working Days) following the date of the Sanction Hearing. It is further intended that applications will be made to the London Stock Exchange to cancel trading in Renewi Shares on the Main Market, and to the Financial Conduct Authority to cancel the listing of the Renewi Shares on the Official List, in each case with effect shortly following the Effective Date and by no later than 8.00 a.m. on the day (excluding any Non-Working Days) following the Effective Date, at which point, entitlements to Renewi Shares held within the CREST system and shares held through Euroclear Nederland via banks and brokers will be cancelled, and share certificates in respect of Renewi Shares will cease to be valid.
Prior to the Scheme becoming Effective, Renewi shall make an application for the de-listing of the Renewi Shares from Euronext Amsterdam and request the termination of the listing agreement between Renewi and Euronext Amsterdam in relation to the listing of the Renewi Shares.
It is intended that the last day for dealings in, and registration of transfers of, Renewi Shares (other than the registration of the transfer of the Scheme Shares to BidCo pursuant to the Scheme) will be the day (excluding any Non-Trading Days and Non-Working Days) following the date of the Sanction Hearing. No transfers of Renewi Shares will be registered after that time. The Renewi Shares will be suspended from listing on Euronext Amsterdam at 7.30 a.m. on the second day (excluding any Non-Trading Days or Non-Working Days) following the date of the Sanction Hearing. It is further intended that applications will be made to Euronext Amsterdam N.V. to cancel trading in Renewi Shares on Euronext Amsterdam with effect shortly following the Effective Date and by no later than 7.30 a.m. on the day (excluding any Non-Trading Days and Non-Working Days) following the Effective Date, at which point entitlements to Renewi Shares held through Euroclear Nederland via banks and brokers will be cancelled.
Subject to the Scheme becoming Effective, settlement of the cash consideration to which any Scheme Shareholder is entitled under the Scheme will be effected no later than 14 days after the Effective Date, in the following manner:
In the case of Scheme Shareholders who hold Scheme Shares in uncertificated form at the Scheme Record Time, settlement of the cash consideration will be effected through CREST by the creation of an assured payment obligation in favour of the appropriate CREST account through which the relevant Renewi Shareholder holds such uncertificated shares no later than 14 days after the Effective Date (or such other period as may be approved by the Panel).
With effect from the Effective Date, in respect of those Scheme Shareholders holding Scheme Shares in uncertificated or dematerialised form, Euroclear UK shall be instructed to cancel or transfer such holders' entitlements to such Scheme Shares, and following the cancellation of entitlements to Scheme Shares held by Scheme Shareholders in uncertificated or dematerialised form, Renewi shall procure (if necessary) that such entitlements are rematerialised.
BidCo reserves the right to settle all of part of such cash consideration to any or all Scheme Shareholders who hold Scheme Shares in uncertificated form at the Scheme Record Time in the manner referred to below (i.e. in certificated form) if, for reasons outside its reasonable control, it is not able to effect settlement within the CREST system in accordance with this paragraph or to do so would incur material additional costs.
Investors holding their shares through Euroclear Nederland via banks and brokers are not included in the register of members of Renewi – such shares are included in the register of members of Renewi under the name of Euroclear Nominees. Instead, Euroclear Nominees holds those shares in a CREST account.
Euroclear Nominees will receive the cash consideration payable to investors holding shares through Euroclear Nederland in accordance with the process set out above as a Scheme Shareholder. The cash consideration will then be transferred to ABN AMRO for onward distribution to investors holding shares through Euroclear Nederland.
In its capacity as paying agent for the cash consideration payable to investors holding shares through Euroclear Nederland, ABN AMRO is responsible for, and has been authorised to, convert such cash consideration from Sterling to Euro. As such, ABN AMRO will convert such cash consideration from Sterling to Euro using the World Markets Refinitiv rate of the two days (excluding any Non-Trading Days and Non-Working Days) before the time it makes payment of the aggregate cash consideration payable to investors holding their shares through Euroclear Nederland via banks and brokers. ABN AMRO may earn a commercially reasonable foreign exchange spread in this capacity. Investors may incur a charge in connection with the conversion of Sterling to Euros and/or in accordance with the terms of the intermediary agreement in place between the investor and their bank or broker.
Should investors not wish to receive payment in Euros, they should transfer their shares to CREST before the Scheme Effective Date.
In the case of Scheme Shareholders who hold Scheme Shares in certificated form (that is, not in CREST or through Euroclear Nederland via banks and brokers) at the Scheme Record Time, settlement of the cash consideration due pursuant to the Scheme will be settled as follows:
Cheques required to be made pursuant to the Scheme shall be effected by sending the same by first class post (or international standard post, if overseas) in prepaid envelopes (or by such other method as may be approved by the Panel) no later than 14 days after the Effective Date (or such other period as may be approved by the Panel) addressed to the person entitled thereto to their address as appearing in the register of members of Renewi as at the Scheme Record Time (or, in the case of joint holders, at the address of that joint holder whose name stands first in the register of members of Renewi in respect of such joint holding) and none of Renewi, BidCo or any person or nominee appointed by BidCo or their respective agents, shall be responsible for any loss or delay in the transmission or delivery of any share certificates and/or cheques sent in this way, which shall be sent at the risk of the persons entitled thereto.
All cheques shall be paid in Sterling drawn on a United Kingdom clearing bank and shall be made payable to the Scheme Shareholder entitled to the monies represented thereby (except that, in the case of joint holders, BidCo reserves the right to make cheques payable to the joint holder whose name stands first in the register of members of Renewi in respect of such joint holding at the Scheme Record Time) and the encashment of any such cheque or, in the case of payments made through CREST, the creation of any assured payment obligation, shall be a complete discharge of BidCo's obligations under the Scheme to pay the monies represented thereby.
Payments made by electronic payment shall be made within 14 days of the Effective Date (or such other period as may be approved by the Panel), and shall be paid to the Scheme Shareholder concerned using the account details indicated in the relevant electronic payment mandate set up by such Scheme Shareholder with Renewi's registrars, Computershare. The transfer of such amount by way of electronic transfer shall be a complete discharge of BidCo's obligations under the Scheme to pay the monies represented thereby.
On the Effective Date, each certificate representing a holding of Renewi Shares in the name of someone other than BidCo will cease to be valid documents of title. Following settlement of the cash consideration to which Scheme Shareholders are entitled under the Scheme, such Scheme Shareholder will be bound on the request of Renewi either: (i) to destroy such certificate(s); or (ii) return such certificate(s) to Renewi, or to any person appointed by Renewi for cancellation.
Any Renewi Shareholder who is recorded in the books of Computershare as "gone away" will not have their cheque issued until they contact, and provide an updated address to, Computershare for security reasons.
In the case of Scheme Shares issued or transferred pursuant to the Renewi Share Plans (other than the Sharesave Scheme) after the Sanction Hearing and prior to the Scheme Record Time, BidCo will no later than 14 days after the Effective Date (or such other period as may be approved by the Panel) pay to Renewi the cash consideration due to the holders of such Scheme Shares and Renewi shall be responsible for paying such amounts to the relevant individual's bank account (into which their Renewi fees, salary or wages are or were most recently paid) (after the deduction of any applicable exercise price, income tax and social security contributions) as soon as practicable thereafter.
All documents and remittances sent to Renewi Shareholders will be sent at the risk of the person(s) entitled thereto.
On the Effective Date, each certificate representing a holding of Scheme Shares will cease to be a valid document of title and should be destroyed or, at the request of Renewi, delivered up to Renewi, or to any person appointed by Renewi to receive the same.
Subject to the completion of the relevant forms of transfer or other instruments or instructions of transfer as may be required in accordance with the Scheme and the payment of any UK stamp duty thereon, Renewi shall make or procure to be made, the appropriate entries in its register of members to reflect the transfer of the Scheme Shares to BidCo and/or its nominee(s).
Save with the consent of the Panel, settlement of the consideration to which any Scheme Shareholder is entitled under the Scheme will be implemented in full in accordance with the terms of the Scheme free of any lien, right of set-off, counterclaim or other analogous right to which BidCo might otherwise be, or claim to be, entitled against such Scheme Shareholder.
The release, publication or distribution of this document and any formal documentation relating to the Acquisition in, into or from jurisdictions other than the United Kingdom may be restricted by law and/or regulation and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable legal or regulatory requirements.
In particular, the ability of Overseas Shareholders to vote their Renewi Shares with respect to the Scheme at the Court Meeting or the Resolution at the General Meeting, or to execute and deliver Forms of Proxy appointing another person to vote at the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. 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 Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.
Unless otherwise determined by Renewi or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will 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 Scheme by any such means from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this document and any formal documentation relating to the Acquisition are not being, 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 them in or into or from any Restricted Jurisdictions. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex 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 Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.
This document and the accompanying documents do not constitute an offer or an invitation to purchase or subscribe for any securities, or a solicitation of an offer to buy any securities, pursuant to this document or otherwise in any jurisdiction in which such offer, invitation or solicitation is unlawful.
This document has been prepared for the purpose of complying with Scots law, English law and the Takeover Code, the Market Abuse Regulation, the Disclosure, Guidance and Transparency Rules and the Listing Rules and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.
If the Scheme is withdrawn or lapses, documents of title submitted and other documents lodged with either Form of Proxy will be returned to the relevant Renewi Shareholder as soon as practicable and in any event within 7 days of such lapse or withdrawal.
A summary of certain aspects of the United Kingdom and Dutch taxation regime applicable to the Acquisition is set out in Part 6 of this document. This summary is intended as a general guide only and if you are in any doubt as to your tax position, or if you are subject to taxation in any jurisdiction other than the United Kingdom or the Netherlands, you should consult an appropriate independent professional tax adviser.
Renewi Shareholders (other than investors holding shares through Euroclear Nederland via banks and brokers) – To vote on the Acquisition using the Forms of Proxy
Renewi Shareholders on the register of members should have received the following documents with this document:
If you have not received these documents, please contact Renewi's registrar, Computershare, on the helpline number set out on page 15 of this document.
The completion and return of the Forms of Proxy will not prevent you from attending and voting in person at the Court Meeting or the General Meeting, or any adjournment thereof, should you wish to do so and should you be so entitled.
Alternatively, Renewi Shareholders can also appoint a proxy for each Meeting electronically through the share portal service at www.investorcentre.co.uk/eproxy, in the case of CREST members, by utilising the CREST proxy voting service, and in the case of institutional investors, through the Proxymity platform at www.proxymity.io.
Investors holding their shares through Euroclear Nederland via banks and brokers will not receive Forms of Proxy. Instead, investors holding their shares through Euroclear Nederland via banks and brokers can appoint the Chair of the Court Meeting and the Chair of the General Meeting, respectively, as a proxy to attend and vote on their behalf or give voting instructions in respect of some or all of their Renewi Shares. Should they wish to do so, they must instruct Euroclear Nederland. This can be done electronically through the website www.abnamro.com/evoting. Alternatively, investors may contact their bank or broker and advise them accordingly. The bank or broker will subsequently confirm the proxy appointment to ABN AMRO as the Company's local agent.
Full details of the actions to be taken by Renewi Shareholders and Scheme Shareholders in connection with the Acquisition and the Meetings are set out on pages 12 to 16 of this document and we would draw your attention to those details.
The Acquisition will be made solely through this document and any response in relation to the Acquisition should be made only on the basis of the information contained in this document or the Forms of Proxy.
The terms of the Scheme are set out in full in Part 3 of this document. Your attention is also drawn to the further information contained in this document and, in particular, to the Conditions to the implementation of the Scheme and the Acquisition in Part 4 of this document, the financial information on Renewi and BidCo in Part 5 of this document, the information on taxation in Part 6 of this document, the current trading and prospects of Renewi and BidCo in Part 1 of this document, the intentions of BidCo in Part 1 of this document and the additional information set out in Part 7 of this document.
Yours faithfully
(A) In this Scheme, unless inconsistent with the subject or context, the following expressions bear the following meanings:
| Acquisition | the recommended final cash offer being made by BidCo to acquire the entire issued and to be issued share capital of Renewi to be effected by means of this Scheme and, where the context permits, any subsequent revision, variation, extension or renewal thereof |
|---|---|
| Acquisition Price | 870 pence for each Scheme Share |
| Announcement | the announcement made by BidCo and Renewi in respect of the Acquisition pursuant to Rule 2.7 of the Takeover Code on the Announcement Date |
| Announcement Date | 13 February 2025, being the date on which the Announcement was made |
| BidCo | Earth Bidco B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under the laws of the Netherlands, registered with the Dutch Trade Register under number 95832092 |
| BidCo Group | Earth Topco B.V. and its subsidiary undertakings as at the date of this document and, where the context permits, each of them (each a "BidCo Group Company") |
| Business Day | a day (other than Saturdays, Sundays and public holidays in Scotland) on which banks are open for business in Edinburgh |
| certificated or in certificated form | a share or other security which is not in uncertificated form (that is, not in CREST) |
| Companies Act | the Companies Act 2006, as amended from time to time |
| Computershare | Computershare Investor Services PLC, incorporated in England and Wales with registered number 03498808, being Renewi's registrar |
| Conditions | the conditions to the implementation of this Scheme and the Acquisition which are set out in Part 4 of the document of which this Scheme forms part |
| Court | the Court of Session in Edinburgh at Parliament House, Parliament Square, Edinburgh EH1 1RQ |
|---|---|
| Court Meeting | the meeting of Scheme Shareholders convened by order of the Court pursuant to section 896 of the Companies Act, notice of which is set out in Part 9 of this document, for the purpose of considering and, if thought fit, approving (with or without modification) this Scheme, including any adjournment thereof |
| Court Order | the order of the Court sanctioning this Scheme under section 899 of the Companies Act |
| CREST | the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear UK |
| CREST Regulations | the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended |
| Deferred Annual Bonus Scheme | the Renewi 2014 Deferred Annual Bonus Scheme and/or the Renewi 2024 Deferred Annual Bonus Scheme, as applicable |
| Effective | this Scheme having become effective in accordance with its terms |
| Effective Date | the date on which this Scheme becomes Effective in accordance with clause 6 of this Scheme |
| Euroclear UK | Euroclear UK & International Limited |
| Excluded Shares | any Renewi Shares which are: |
| (a) registered in the name of or beneficially owned by: |
|
| (i) BidCo or any subsidiary undertaking of BidCo; or |
|
| (ii) any nominee of the forgoing, |
|
| or | |
| (b) held by Renewi in treasury, in each case, at any relevant date or time |
|
| holder | a registered holder and includes any person(s) entitled by transmission |
| Latest Practicable Date | 26 February 2025, being the latest practicable date prior to the date of this Scheme |
| Long-Stop Date | 31 December 2025, or such later date as may be agreed by BidCo and Renewi (with the Panel's consent and as the Court may approve (if such approval(s) are required)) |
| LTIP | the Renewi 2020 Long-Term Incentive Plan |
| Panel | the Panel on Takeovers and Mergers |
| Receiving Agent | the receiving agent appointed by Renewi for the purposes of this Scheme, being Computershare |
| Renewi or the Company | Renewi plc, a public company limited by shares and incorporated in Scotland with registered number SC077438 and with its registered office at 16 Charlotte Square, Edinburgh EH2 4DF |
| Renewi Shareholders | holders of Renewi Shares from time to time |
| Renewi Share Plans | the Deferred Annual Bonus Scheme, the LTIP and the Sharesave Scheme (each as amended from time to time) |
|
|---|---|---|
| Renewi Shares | the ordinary shares of £1.00 each in the capital of Renewi | |
| Registrar of Companies | the Registrar of Companies for Scotland | |
| Scheme or Scheme of Arrangement |
this scheme of arrangement under Part 26 of the Companies Act between Renewi and Scheme Shareholders in connection with the Acquisition, in its present form or with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by Renewi and BidCo |
|
| Scheme Record Time | 6.00 p.m. on the day (excluding any Non-Working Days) following the date on which the Court makes the Court Order |
|
| Scheme Shareholders | the holders of Scheme Shares at any relevant date or time | |
| Scheme Shares | all Renewi Shares: | |
| (i) in issue as at the date of the document of which this Scheme forms part; |
||
| (ii) (if any) issued after the date of the document of which this Scheme forms part but prior to the Voting Record Time; and |
||
| (iii) (if any) issued at or after the Voting Record Time but at or prior to the Scheme Record Time either on terms that the original or any subsequent holder thereof is bound by this Scheme, or in respect of which such holders are, or shall have agreed in writing to be, so bound, |
||
| and, in each case, which remain in issue at the Scheme Record Time but excluding (where the context requires) the Excluded Shares |
||
| Sharesave Scheme | the Renewi 2015 Sharesave Scheme | |
| subsidiary undertaking | has the meaning given in section 1162 of the Companies Act | |
| Takeover Code | the City Code on Takeovers and Mergers, as amended from time to time |
|
| UK or United Kingdom | the United Kingdom of Great Britain and Northern Ireland | |
| uncertificated or in uncertificated form |
a share or other security recorded on the relevant register as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST |
|
| Voting Record Time | in the context of the Court Meeting, 6.00 p.m. on the day which is two days (excluding any Non-Working Days) immediately prior to the date of the Court Meeting or, if the Court Meeting is adjourned, 6.00 p.m. on the day which is two days (excluding any Non-Working Days) before the date fixed for the adjourned meeting |
Shares or appoint a proxy or representative for or to attend any general meeting or separate class meeting of Renewi; and
(d) undertakes: (i) not to exercise any votes or any other rights attaching to the relevant Scheme Shares without the consent of BidCo (and/or its nominee(s)); and (ii) not to appoint a proxy or representative for or to attend any general meeting or separate class meeting of the Company.
2.1 In consideration for the transfer of the Scheme Shares to BidCo and/or its nominee(s) referred to in clause 1.2 of this Scheme, BidCo shall, subject as hereinafter provided, pay or procure that there shall be paid to or for the account of each Scheme Shareholder (as appearing on the register of members of Renewi at the Scheme Record Time):
With effect from, or as soon as practicable after, the Effective Date:
All mandates and other instructions given to Renewi by Scheme Shareholders in force at the Scheme Record Time relating to Scheme Shares shall, as from the Effective Date, cease to be valid.
Renewi and BidCo may jointly consent on behalf of all persons concerned to any modification of or addition to this Scheme or to any condition which the Court may approve or impose. For the avoidance of doubt, no modification may be made to this Scheme once it has become Effective.
This Scheme is governed by the law of Scotland and is subject to the exclusive jurisdiction of the Court. The rules of the Takeover Code apply to this Scheme.
Dated: 28 February 2025
The Acquisition is subject to the Conditions and further terms set out in this Part 4.
2.1
2.2
2.3
Article 23, §6 of the Belgian Cooperation Agreement without including any conditions or obligations that are not on terms reasonably satisfactory to BidCo), or (b) not issuing a decision within the specified timeframe, thereby deeming the Acquisition approved (under Article 23, §7 of the Belgian Cooperation Agreement).
and all applicable waiting and other time periods (including any extensions thereof) during which any such regulator or Third Party could institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any Renewi Shares having expired, lapsed or been terminated;
permit, lease or instrument or the interests or business of any member of the Wider Renewi Group or any member of the Wider BidCo Group in or with any other person or body or firm or company (or any arrangement or arrangement relating to any such interests or business) being or becoming capable of being terminated, or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;
and no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Renewi Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might result in any of the events or circumstances as are referred to in Conditions 3�(g)�(i) to �(viii);
obligation of a nature or magnitude which is likely to be materially restrictive on the business of any member of the Wider Renewi Group which, taken together with any other such material transaction, arrangement, agreement, contract or commitment, is material in the context of the Wider Renewi Group as a whole;
to an extent which is in any such case material in the context of the Wider Renewi Group;
any change in its loan capital, in each case to an extent which is material in the context of the Wider Renewi Group taken as a whole or in the context of the Acquisition;
of the Renewi Group for the financial year ended 31 March 2024 or the interim results of the Renewi Group for the six month period ending on 30 September 2024 and which is material in the context of the Wider Renewi Group taken as a whole;
(x) any asset of any member of the Wider Renewi Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).
If on or after the date of the Announcement, and to the extent that any such dividend, distribution or other return of value has been declared, paid, or made, or becomes payable by Renewi on or prior to the Effective Date and BidCo reduces the consideration payable under the terms of the Acquisition, any reference in the Announcement to the consideration payable under the terms of the Acquisition shall be deemed to be a reference to the consideration as so reduced.
If and to the extent that such a dividend, distribution, or other return of value has been declared or announced, but not paid or made, or is not payable by reference to a record date on or prior to the Effective Date and is or shall be (i) transferred pursuant to the Acquisition on a basis which entitles BidCo to receive the dividend, distribution, or other return of value and to retain it; or (ii) cancelled, the consideration payable under the terms of the Acquisition shall not be subject to change in accordance with this paragraph 8.
Any reduction in the cash consideration referred to in this paragraph 8 shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Acquisition.
Recipients of this document should read the whole of this document and not just rely on the financial information incorporated by reference in this Part 5.
The following sets out financial information in respect of Renewi as required by Rule 24.3 of the Takeover Code. The sections of the documents referred to in paragraphs 1.1, 1.2, 1.3 and 1.4, the contents of which have previously been announced through a Regulatory Information Service, are incorporated into this document by reference pursuant to Rule 24.15 of the Takeover Code:
As BidCo was incorporated on 18 December 2024 for the purposes of the Acquisition, no financial information is available or has been published in respect of BidCo. BidCo has not traded since its date of incorporation, has paid no dividends and has not entered into any obligations or engaged in any activities other than those described in this document in connection with the Acquisition and the financing of the Acquisition.
BidCo has no material assets or liabilities other than those described in this document in connection with the Acquisition and the financing of the Acquisition. Following the Scheme becoming Effective, the earnings, assets and liabilities of BidCo will include the consolidated earnings, assets and liabilities of the Renewi Group.
The documents incorporated by reference herein are all available free of charge on the websites set out above. Renewi will provide, without charge to each person to whom a copy of this document has been delivered, upon the oral or written request of such person, a hard copy of any or all of the documents which are incorporated by reference herein within two Business Days of the receipt of such request. Copies of any documents or information incorporated by reference into this document will not be provided unless such a request is made. If you would like to request a hard copy of this document or any information incorporated by reference into this document, please contact Renewi's registrar, Computershare, at The Pavilions, Bridgwater Road, Bristol, United Kingdom, BS99 6ZZ, or by calling 0370 707 1290 or from overseas +44(0)370 707 1290. 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. Lines are open between 8.30 a.m. and 5.30 p.m. (London time), Monday to Friday (excluding public holidays in England and Wales). Please note that Computershare cannot provide any financial, legal or tax advice. Calls may be recorded and monitored for security and training purposes.
There are no current ratings or outlooks publicly accorded to Renewi.
There are no current ratings or outlooks publicly accorded to BidCo.
This section relates to United Kingdom and Dutch tax considerations relevant to the Scheme and does not address the tax considerations relevant to the receipt of dividends on the Scheme Shares.
The following paragraphs, which are intended as a general guide only, are based on current United Kingdom legislation and what is understood to be the current practice of HMRC as at the publication of this document which may or may not be binding on HMRC, both of which may change, possibly with retroactive effect. They summarise certain limited aspects of the United Kingdom tax consequences of the implementation of the Scheme and do not purport to be a complete analysis of all tax considerations relating to the Scheme. They apply only to Scheme Shareholders who are resident, and in the case of individual Scheme Shareholders domiciled, for tax purposes in (and only in) the United Kingdom and to whom "split year" treatment does not apply, who hold their Scheme Shares as an investment (other than under a self-invested personal pension or in an individual savings account), and who are the absolute beneficial owners of the Scheme Shares. The tax position of certain categories of Scheme Shareholders who are subject to special rules (such as persons acquiring their Scheme Shares in connection with their employment, dealers in securities, insurance companies and collective investment schemes) is not considered.
Scheme Shareholders will be treated as making a disposal of their Scheme Shares for the purposes of UK capital gains tax or corporation tax on chargeable gains (as applicable) as a result of the Acquisition. This disposal may, depending upon the Renewi Shareholder's circumstances and subject to any available exemption or relief (such as the annual exempt amount for individuals), give rise to a chargeable gain or an allowable loss for the purposes of UK taxation of chargeable gains.
No UK stamp duty or SDRT should be payable by Scheme Shareholders on the Acquisition.
The following summary outlines certain material Dutch tax consequences in connection with the implementation of the Scheme. All references in the summary to the Netherlands and Dutch law are to the European part of the Kingdom of the Netherlands and its law, respectively, only. The summary does not purport to present a comprehensive or complete picture of all Dutch tax aspects that could be of relevance to the Scheme Shareholders who may be subject to special tax treatment under applicable law. Unless explicitly stated otherwise, the summary is based on the tax laws and practice of the Netherlands as in effect on the date of this document, which are subject to changes that could prospectively or retrospectively affect the Dutch tax consequences.
Please note that the summary in this section does not describe the Netherlands tax consequences for:
de vennootschapsbelasting 1969) and other entities that are not subject to or exempt from Dutch corporate income tax;
Dutch resident companies will in general be subject to regular Dutch corporate income tax, generally levied at a rate of 25.8 per cent. (19 per cent. on annual profits up to €200,000) on chargeable gains as a result of the Acquisition, unless, and to the extent that, the participation exemption (deelnemingsvrijstelling) applies.
Dutch resident individuals will in general be subject to regular Dutch personal income tax, generally levied at rate progressive rates up to 49.5 per cent. on any chargeable gains as a result of the Acquisition if:
If neither condition (a) nor condition (b) above applies to the Scheme Shareholder, taxable income with regard to the Scheme Shares must in principle be determined on the basis of a deemed return on income from savings and investments (sparen en beleggen). This deemed return on income from savings and investments is determined based on the individual's yield basis (rendementsgrondslag) at the beginning of the calendar year (1 January), insofar as the individual's yield basis exceeds a certain threshold (heffingvrij vermogen) (€57,684 in 2025). The individual's yield basis is determined as the fair market value of certain qualifying assets held by the individual less the fair market value of certain qualifying liabilities on 1 January. The individual's deemed return is calculated by multiplying the individual's yield basis with a 'deemed return percentage' (effectief rendementspercentage) which percentage depends on the actual composition of the yield basis, with separate deemed return percentages for savings (banktegoeden), other investments (overige bezittingen) and debts (schulden). As of 1 January 2025, the percentage for other investments, which include the Scheme Shares, is set at 5.88 per cent.
On 6 June 2024, the Dutch Supreme Court (Hoge Raad) ruled that the current Dutch income tax regime for savings and investments in certain specific circumstances contravenes with Section 1 of the First Protocol to the European Convention on Human Rights in combination with Section 14 of the European Convention on Human Rights (the "Rulings"). This is, in short, the case in the event the deemed return on the investment assets exceeds the actual return realized in respect thereof (calculated in line with the rules set out in the Rulings and any later rulings on the Dutch Supreme Court and successfully demonstrated by the taxpayer).
If the individual demonstrates that the actual return – calculated in accordance with the guidelines of the Dutch Supreme Court – is lower than the deemed return, only the actual return should be taxed under the regime for savings and investments. As of the date of this document, no legislative changes have been proposed by the Dutch legislator in response to the Rulings.
The deemed or actual return on savings and investments is taxed at a rate of 36 per cent.
Scheme Shareholders that are taxed on the basis of a deemed return on income from savings and investments as set out above with respect to their Scheme Shares and that are in doubt as to the consequences of the Rulings and later rulings of the Dutch Supreme Court, are recommended to consult their own professional tax advisers.
No Dutch value added tax, registration tax, capital tax, customs duty, transfer tax, stamp duty or any other similar documentary tax or duty, will be payable in the Netherlands in connection with the Acquisition.
2.1 The names of the Renewi Directors and their respective positions are as follows:
| Name | Position | |
|---|---|---|
| Ben Verwaayen | Chair of the Renewi Board and Chair of the Nomination Committee (non-executive) |
|
| Otto de Bont | Chief Executive Officer | |
| Allard Castelein | Senior Independent Director (non-executive) | |
| Annemieke den Otter | Chief Financial Officer | |
| Katleen Vandeweyer | Director and Chair of the Audit Committee (non-executive) | |
| Jolande Sap | Director for the workforce (non-executive) | |
| Luc Sterckx | Director and Chair of the Safety, Health and Environment Committee (non-executive) |
|
| Neil Hartley | Director and Chair of the Remuneration Committee (non-executive) |
The registered office of Renewi is 16 Charlotte Square, Edinburgh, EH2 4DF and the business address of each of the Renewi Directors is The Stanley Building, 7 Pancras Square, London N1C 4AG, United Kingdom.
2.2 The names of the BidCo Directors and their respective positions are as follows:
| Name | Position |
|---|---|
| Gabriele Duesberg | Managing Director A |
| Ksenia Nickolayevna Nuzhdova Managing Director B | |
| Tim van de Schraaf | Managing Director B |
The registered office of BidCo and the business address of each of the BidCo Directors is Herikerbergweg 88, 1101 CM Amsterdam, the Netherlands. BidCo is a private company with limited liability incorporated in the Netherlands.
2.3 The Macquarie Responsible Persons and their respective positions are as follows:
| Name | Position | |
|---|---|---|
| Martin Bradley | Head of EMEA Infrastructure and member of the MIRAEL Infrastructure Investment Committee |
|
| Philip Hogan | Member of the MIRAEL Infrastructure Investment Committee | |
| Leigh Harrison | Member of the MIRAEL Infrastructure Investment Committee and Head of Real Assets for Macquarie Asset Management |
|
| John Roberts | Member of the MIRAEL Infrastructure Investment Committee | |
| Martin Stanley | Member of the MIRAEL Infrastructure Investment Committee | |
| Gabriele Duesberg | Managing Director and Head of Diversified Infrastructure |
The business address of Macquarie and each of the Macquarie Responsible Persons is Ropemaker Place, 28 Ropemaker Street, London EC2Y 9HD, United Kingdom. MEIF 7 is a Luxembourg-based investment partnership (Societé en Commandité Spéciale).
2.4 The BCI Responsible Persons and their respective positions are as follows:
| Position | |
|---|---|
| CEO/CIO | |
| Executive Vice President & Global Head, Infrastructure & Renewable Resources |
|
| Managing Director and Head of London Office | |
| Executive Vice President & Global Head, Public Markets | |
| Executive Vice President & Global Head, Private Equity | |
| Executive Vice President, Investment Strategy & Risk | |
The business address of BCI is 750 Pandora Avenue, Victoria, British Columbia V8W 0E4, Canada. BCI is an agent of the Government of British Columbia.
(a) BidCo has received irrevocable undertakings to vote or procure votes to approve the Scheme at the Court Meeting and to vote or procure votes in favour of the Resolution at the General Meeting (or in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) from each of the Renewi Directors in respect of their entire beneficial holdings of Renewi Shares in the proportions set out in the table below. The Renewi Directors have also undertaken to procure that their close relatives and related trusts do the same in respect of their respective beneficial holdings. These irrevocable undertakings represent, in aggregate, 507,581 Renewi Shares, representing approximately 0.6 per cent. of the issued ordinary share capital of Renewi as at close of business on the Latest Practicable Date.
| Name | Number of Renewi Shares in respect of which the undertaking is given(1) |
Percentage of Renewi Shares in issue as at the Latest Practicable Date(2) |
|---|---|---|
| Otto de Bont Annemieke den Otter Luc Sterckx |
391,841 87,240 28,500 |
0.49% 0.11% 0.04% |
| Total | ––––––––––– 507,581 ––––––––––– ––––––––––– |
––––––––––––––––– 0.63% ––––––––––––––––– ––––––––––––––––– |
Notes:
(iii) any competing offer for the issued and to be issued ordinary share capital of Renewi is declared wholly unconditional (in the case of a takeover offer) or otherwise becoming effective (in the case of a scheme of arrangement).
| Number of Renewi Shares |
||
|---|---|---|
| Name of Renewi Shareholder giving undertaking |
in respect of which undertaking is given |
Percentage of Renewi issued share capital |
| Coast Capital Management LLC Glazer Capital, LLC (acting by funds |
6,981,202 | 8.67% |
| and entities that it advises) | 4,496,252 | 5.58% |
| Paradice Investment Management LLC | 320,266 | 0.40% |
| SPICE ONE Investment Coöperatief U.A. | 4,661,228 | 5.79% |
| Total | 16,458,948 ––––––––––––– ––––––––––––– |
20.43% ––––––––––––––––– ––––––––––––––––– |
(a) For the purposes of this paragraph 5.1:
| acting in concert | has the meaning given to it in the Takeover Code; |
|---|---|
| arrangement | has the meaning given to it in Note 11 of the definition of "acting in concert" set out in the Takeover Code; |
| BidCo relevant securities |
means relevant securities (such term having the meaning given to it in the Takeover Code in relation to an offeror) of BidCo including equity share capital in BidCo (or derivatives referenced thereto) and securities convertible into, rights to subscribe for and options (including traded options) in respect thereof; |
| control | means an interest, or interests, in shares carrying in aggregate 30 per cent. or more of the voting rights attributable to the share capital of a company which are currently exercisable at a general meeting, irrespective of whether such interest or interests give de facto control; |
| dealing | has the meaning given to it in the Takeover Code; |
| derivative | has the meaning given to it in the Takeover Code; |
| director | includes persons in accordance with whose instructions the directors or a director are accustomed to act; |
|
|---|---|---|
| disclosure date | means the close of business on 26 February 2025 (being the Latest Practicable Date prior to the publication of this document); |
|
| disclosure period | means the period commencing on 28 November 2023 (being the date 12 months before the commencement of the Offer Period) and ending on the disclosure date; and |
|
| Renewi relevant securities |
means the Renewi Shares, and securities convertible into, rights to subscribe for, options (including traded options) in respect of and derivatives referenced to the Renewi Shares, and Renewi relevant securities shall be construed accordingly. |
A person who only has a short position in securities will not be treated as interested in them.
Renewi relevant securities
(a) As at the disclosure date, the Renewi Directors and their close relatives, related trusts and connected persons had the following interests in Renewi relevant securities:
| Percentage | ||
|---|---|---|
| Number of | of Renewi's existing | |
| Name | Renewi Shares | ordinary share capital(1) |
| Otto de Bont | 391,841 | 0.49% |
| Annemieke den Otter | 87,240 | 0.11% |
| Luc Sterckx(2) | 28,500 | 0.04% |
Note:
(1) Percentages are calculated on the basis of 80,559,470 Renewi Shares in issue as at the Latest Practicable Date and rounded to two decimal places.
(2) Beneficial owner/ controllers are Luc Sterckx and Christine Stymans, a close relative of Luc Sterckx.
(b) As at the close of business on the Latest Practicable Date, the Renewi Directors listed below held the following outstanding options and awards over the Renewi Shares under the Renewi Share Plans:
| Name | Renewi Share Plan under which option or award was granted |
No. of ordinary shares Renewi under option or in subject awarded |
Date of grant | Exercise price | Vesting date(s) |
|---|---|---|---|---|---|
| Otto de Bont | LTIP | 94,931 136,590 109,831 |
16 June 2022 19 June 2023 5 June 2024 |
Nil Nil Nil |
16 June 2025 19 June 2026 5 June 2027 |
| Deferred Annual Bonus Scheme |
16,272 22,798 24,241 14,644 |
22 June 2020 16 June 2022 19 June 2023 5 June 2024 |
Nil Nil Nil Nil |
22 June 2025 16 June 2025 19 June 2026 5 June 2027 |
|
| Annemieke den Otter |
LTIP | 20,432 92,814 74,630 |
16 June 2022 19 June 2023 5 June 2024 |
Nil Nil Nil |
16 June 2025 19 June 2026 5 June 2027 |
| Deferred Annual Bonus Scheme |
18,302 12,438 |
19 June 2023 5 June 2024 |
Nil Nil |
19 June 2026 5 June 2027 |
(a) As at the disclosure date, no dealings by Renewi, the Renewi Directors, their close relatives, related trusts and connected persons, or any person acting in concert with Renewi, or any person with whom Renewi or any person acting in concert with Renewi has any arrangement in relation to Renewi relevant securities, have taken place during the disclosure period, save as disclosed below:
| Name | Date | (purchase or sale) | Nature of dealing | Number of Renewi Shares |
Price (pence) |
|---|---|---|---|---|---|
| Annemieke den Otter | 6 June 2024 | Acquisition | Conditional right to acquire shares |
74,630 | nil |
| Otto de Bont | 6 June 2024 | Acquisition | Conditional right to acquire shares |
109,831 | nil |
| Otto de Bont | 6 June 2024 | Acquisition | 50% acquisition; 50% conditional right to acquire shares |
29,288 | nil |
| Annemieke den Otter | 6 June 2024 | Acquisition | 50% acquisition; 50% conditional right to acquire shares |
24,876 | nil |
| Annemieke den Otter | 5 June 2024 | Acquisition | Purchase | 16,072 | EUR 7.70 |
| Annemieke den Otter | 6 June 2024 | Acquisition | Purchase | 3,428 | EUR 7.90 |
| Otto de Bont | 24 June 2024 | Acquisition | Vesting award | 16,271 | nil at vesting |
| Otto de Bont | 24 June 2024 | Disposal | Sale for tax | 8,216 | 691p |
| Otto de Bont | 23 July 2024 | Acquisition | Vesting award | 62,314 | nil at vesting |
| Otto de Bont | 24 July 2024 | Disposal | Sale for tax | 31,468 | 659p |
| Otto de Bont | 23 July 2025 | Acquisition | Vesting award | 18,229 | nil at vesting |
| Otto de Bont | 24 July 2024 | Disposal | Sale for tax | 9,205 | 659p |
Save as disclosed in paragraph 5.2, as at the disclosure date:
6.1 There are service agreements (i.e., employment contracts) between Renewi and each of Otto de Bont and Annemieke den Otter (together the "Service Agreements"). The details of the service agreements are summarised in the table below:
| Effective date of service |
Any notice | Notice | Current | |
|---|---|---|---|---|
| Name | contract | (Company) | Period (individual) | fees (per annum) |
| Otto de Bont | 17 March 2019 | 12 months | 6 months | €565,683 |
| Annemieke den Otter 1 June 2022 | 12 months | 6 months | €480,480 |
from the date of termination of employment.
from the date of termination of employment.
6.3 The details of the letters of appointment are summarised in the table below:
| Director | Date appointed | Original letter of appointment date |
Fees (£ and gross p/a) |
|---|---|---|---|
| Allard Castelein | 3 January 2017 | 10 November 2016 | £69,216 |
| Ben Verwaayen | 1 April 2020 | 27 February 2020 | £160,429 |
| Jolande Sap | 1 April 2018 | 13 March 2018 | £58,804 |
| Katleen Vandeweyer | 1 December 2022 | 12 October 2022 | £69,216 |
| Luc Sterckx | 1 September 2017 | 3 August 2017 | £69,216 |
| Neil Hartley | 17 January 2019 | 17 January 2019 | £69,216 |
The following tables show the Closing Prices for Renewi Shares as derived from the Daily Official List for: (a) the first trading day in each of the six months immediately prior to the publication of this document; (b) 27 November 2024, (being the last Business Day prior to the commencement of the Offer Period); and (c) 26 February 2025 (being the Latest Practicable Date).
| Date | Closing Price per Renewi Share (p) |
|---|---|
| 2 September 2024 | 658 |
| 1 October 2024 | 624 |
| 1 November 2024 | 612 |
| 27 November 2024 | 554 |
| 2 December 2024 | 808 |
| 2 January 2025 | 809 |
| 3 February 2025 | 801 |
| 26 February 2025 | 851 |
MIRAEL and Renewi entered into a confidentiality and standstill agreement dated 28 November 2024 (the "Confidentiality Agreement") pursuant to which MIRAEL has undertaken to (i) keep confidential information relating to, inter alia, the Acquisition and Renewi and not to disclose it to third parties (other than to certain permitted parties) unless required by applicable law or regulation, any order of a court of competent jurisdiction or any competent governmental, judicial or regulatory authority or body (including the Panel and any relevant stock exchange); and (ii) use the confidential information only in connection with the Acquisition.
These confidentiality obligations shall remain in force for a period of 18 months from the date of the Confidentiality Agreement. The Macquarie Group has also agreed to certain standstill undertakings, all of which ceased to apply upon the release of the Announcement.
This agreement also includes customary non-solicitation obligations on the Macquarie Group.
BidCo and Renewi have entered into a co-operation agreement dated 13 February 2025 (the "Co-operation Agreement"), pursuant to which:
The Co-operation Agreement shall terminate with immediate effect if: (i) BidCo and Renewi so agree in writing at any time prior to the Effective Date; (ii) the Acquisition, with the permission of the Panel, is withdrawn or lapses in accordance with its terms (other than in certain limited circumstances); (iii) an offer by a third party becomes effective or is declared unconditional in all respects; or (iv), unless otherwise agreed by BidCo and Renewi in writing or required by the Panel, if the Effective Date has not occurred by the Long-Stop Date.
BidCo has the right to terminate the Co-operation Agreement if the Renewi Board withdraws, adversely modifies or adversely qualifies its unanimous recommendation to Renewi Shareholders to vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting.
Either BidCo or Renewi may terminate the Co-operation Agreement if: (i) the Court Meeting and/or the General Meeting is not held on or before the 22nd day after the expected date of the Court Meeting set out in this document (or such later date as (A) may be agreed by BidCo and Renewi or (B) in a competitive situation, as may be specified by BidCo with the consent of the Panel (and, in each case, if required, with the approval of the Court, if such approval is required)); (ii) the Scheme is not approved by the Renewi Shareholders at the Court Meeting and/or the General Meeting; or (iii) the Scheme is not sanctioned at the Sanction Hearing.
The Co-operation Agreement also records BidCo's and Renewi's intentions to implement the Acquisition by way of the Scheme, subject to BidCo having the right to implement the Acquisition by way of a Takeover Offer in certain circumstances and in compliance with the Takeover Code and the Dutch Offer Decree. BidCo and Renewi have agreed to certain customary provisions if the Scheme should switch to a Takeover Offer.
The Co-operation Agreement also contains provisions that shall apply in respect of directors' and officers' insurance, employee-related matters and the Renewi Share Plans and certain other employee incentive arrangements.
MIRAEL and Renewi have entered into a clean team agreement dated 10 December 2024 (the "Clean Team Agreement") which sets out how confidential information that is competitively sensitive can be disclosed, used or shared by or on behalf of Renewi to certain specified employees of MIRAEL and its affiliates and MIRAEL's external legal counsel and other external advisers for the purposes of obtaining the consent of competition authorities and/or regulatory clearances in connection with the Acquisition. An addendum to the Clean Team Agreement was entered into on 16 January 2025 between MIRAEL, BCI and Renewi.
MIRAEL, BCI, Renewi and their respective external legal counsels have entered into a joint defence agreement dated 16 January 2025 (the "Joint Defence Agreement"), the purpose of which is to ensure that the exchange and/or disclosure of certain commercially sensitive materials relating to the parties only takes place between their respective external legal counsels and external experts, and does not diminish in any way the confidentiality of such materials and does not result in a waiver of privilege, attorney work product doctrine, right or immunity that might otherwise be available.
MIRAEL and BCI UK have entered into a consortium bid conduct agreement dated 13 February 2025 (the "Consortium BCA"), pursuant to which they have agreed certain principles in accordance with which they intend to co-operate in respect of the Acquisition.
Pursuant to the Consortium BCA, it is agreed that MIRAEL and BCI UK will make certain material decisions with respect to the Acquisition unanimously.
The terms of the Consortium BCA also include an agreement not to pursue a competing proposal to the Acquisition or directly or indirectly enter into, continue, solicit, facilitate or encourage any enquiries or the making of any offer or proposal by a third party to make a competing proposal to the Acquisition, in each case for so long as the Consortium BCA is in force.
The Consortium BCA will terminate on the earliest of, among other things: (i) the Effective Date; (ii) the Long-Stop Date; (iii) the date on which the Takeover Offer lapses or is withdrawn (other than where such lapse or withdrawal is for the purposes of switching to a Takeover Offer); or (iv) the date on which the parties thereto mutually agree to terminate the Consortium BCA.
MIRAEL and BCI UK have agreed a term sheet (appended to the Consortium BCA) setting out the terms of investment by each investor in TopCo, and the legal and governance structure of the BidCo Group. The principal terms included in the Consortium Governance Term Sheet will be documented in a separate long-form shareholders' agreement between the investors in TopCo.
The terms of the Consortium Governance Term Sheet provide that (amongst other things):
(a) each investor shall be entitled to appoint one non-executive director to the main board of the BidCo Group in respect of each complete holding of 12.5 per cent. of shares and/or securities in TopCo. The investor who, together with each of its affiliates, holds more than 50 per cent. of shares and/or securities in TopCo, (if any) shall be entitled to appoint such number of directors as it requires to have a majority of all directors on the board. The investor, who, together with its affiliates, holds a larger proportion of shares and/or securities in TopCo than any other investor, shall be entitled to appoint one of the directors appointed by it as the chairperson of the board;
There are no contracts, not being contracts entered into in the ordinary course of business, which have been entered into by Renewi or any other member of the Renewi Group since 28 November 2022 (being two years before the commencement of the Offer Period) that are, or may be, material, save for the following contracts:
UK Municipal Divestment
The financing agreements described in paragraphs (a) and (b) are all unsecured and guaranteed by the same members of the Renewi Group as guarantee the MCF (as described in paragraph (a) below). They also benefit from substantially similar business undertakings, financial covenants and events of default.
The financial covenants require the Renewi Group to ensure: (i) the ratio consolidated group net borrowings to group EBITDA does not exceed 3.5:1; and (ii) the ratio of group EBITDA to group interest charges is not less than 3.0:1.
Lenders under each financing agreement have the right (on an individual basis) to require repayment of the loans owing to them if any person or persons acting in concert gain control of the Company.
(a) Main Corporate Facility: on 3 August 2023 the Company and certain of its subsidiaries entered into an amendment and restatement agreement in relation to its main credit facilities agreement (the "MCF"), an agreement which has been in place since 29 September 2016. The facility agent is ING Bank N.V.
The MCF records the terms of:
The final maturity date of the revolving credit facility may be subject to up to two one-year extensions (if lenders agree to so extend on an individual lender basis).
Loans outstanding under the MCF are guaranteed by approximately 23 members of the Renewi Group which together represent at least 80 per cent. of the Renewi Group's gross assets and EBITDA.
Loans under the revolving facility are sustainability linked loans. The interest rate payable on those loans varies according to: (i) the ratio of the group's consolidated net borrowings to group EBITDA; and (ii) whether or not the group meets certain sustainability linked performance criteria.
The private placement loans pay interest at a fixed rate. Early repayment of the private placement loans triggers a requirement to pay make-whole amounts.
Loans drawn under the MCF may be used (among other things) for general corporate and working capital purposes.
(b) Short term facility: on 15 July 2024 Renewi entered into a one year (extendable to 18 months) €120 million revolving loan facility with ABN AMRO Bank N.V., Cooperatieve Rabobank U.A. and ING Bank N.V. Drawings under the short term facility are to be (and were) applied to (among other things) refinance Renewi's €75m fixed rate notes 2024 and fund payments under the agreement by which the Renewi Group disposed of its UK Municipal business to the Biffa group. The interest rate margin payable on the loans increases the longer the facility remains outstanding.
Save as disclosed above in paragraph 8 and below, BidCo has not during the period beginning on 28 November 2022 (being two years before the commencement of the Offer Period) and ending on the Latest Practicable Date, entered into any material contract otherwise than in the ordinary course of business.
The following contracts, not being contracts entered into in the ordinary course of business and which are or may be material, have been entered into by BidCo in the period beginning on 28 November 2022 and ending on the Latest Practicable Date.
Pursuant to the terms of: (i) an equity commitment letter between MEIF 7, acting by its general partner MEIF 7 Luxembourg GP S.à r.l., and BidCo dated 13 February 2025; and (ii) an equity commitment letter between Varese IRR LP, acting by its general partner Varese IRR GP Inc., on behalf of BCI, and BidCo dated 13 February 2025 (the "Equity Commitment Letters"), each of MEIF 7 and BCI irrevocably undertakes to BidCo that it will:
The obligation on MEIF 7 and BCI to provide their respective Commitments shall be conditional only upon the Acquisition: (i) becoming effective in accordance with its terms on the Effective Date (if implemented as a Scheme) in accordance with the requirements of the Takeover Code, any further requirements of the Panel and the Companies Act; or (ii) becoming or being declared by Renewi to be wholly unconditional (if implemented as a Takeover Offer) in accordance with the requirements of the Takeover Code, any further requirements of the Panel and the Companies Act as well as the Dutch Offer Decree, in each case, as described in this document.
On 27 February 2025 BidCo entered into a debt commitment letter (the "Commitment Letter") concerning debt financing facilities described below with BNP Paribas Fortis S.A./N.V., CIBC Capital Markets (Europe) S.A., Coöperatieve Rabobank U.A, Crédit Agricole Corporate and Investment Bank, ING Bank N.V. and MUFG Bank (Europe) N.V. as mandated lead arrangers, bookrunners and underwriters (the "Arrangers and Underwriters") and a related fee and syndication letter (the "Fee Letter"). Under the terms of the Commitment Letter, the Arrangers and Underwriters have agreed to arrange and underwrite certain debt facilities (the "Debt Facilities") intended to finance, refinance, repay, backstop, rollover or replace (directly or indirectly) certain existing debt, liabilities, obligations, loans, bonds, facilities or other financial arrangements of Renewi Group (including rollover and/or backstopping of such arrangements) together with associated fees, costs, taxes and expenses. The Commitment Letter and Fee Letter also contemplate that additional arrangers, underwriters and/or lenders may also be appointed.
The Commitment Letter incorporates an agreed form Senior Facilities Agreement and related intercreditor agreement to be entered into by, among others, BidCo and the Arrangers and Underwriters, in accordance with and subject to the terms of the Commitment Letter and Fee Letter.
The Debt Facilities contemplated by the Commitment Letter comprise:
The Term Facility and the Revolving Facility are each 100 per cent. underwritten pursuant to the Commitment Letter. The Debt Facilities (and commitments in respect thereof) may be amended, and may be increased or reduced, from time to time.
The Debt Facilities will be available to be drawn by BidCo and by certain members of the Renewi Group, subject to satisfaction of conditions precedent and conditions to drawing as set out in the definitive documentation to be entered into in respect of the Debt Facilities as indicated in the Commitment Letter (the "Senior Facilities Agreement").
The Term Facility is to be drawn in EUR and the Revolving Facility is to be drawn in EUR, GBP and any other readily available currency or as agreed by the relevant lenders under the Revolving Facility.
The proceeds of the Debt Facilities are to be applied for the purposes set forth in the Senior Facilities Agreement, including (A) in the case of the Term Facility, to finance, refinance, repay, backstop, rollover or replace (directly or indirectly) certain existing debt, liabilities, obligations, loans, bonds, facilities or financial arrangements of Renewi Group, and fees, costs, taxes and expenses and (B) in the case of the Revolving Facility, to finance, refinance or replace (directly or indirectly) working capital and general corporate purposes, existing debt, capital expenditure and other specified transactions, and fees, costs, taxes and expenses.
The Debt Facilities are due to mature and be repaid five years after the date of first drawdown thereof, subject to certain voluntary and mandatory cancellation and prepayment requirements as set out in the Senior Facilities Agreement. In addition, BidCo may voluntarily cancel and/or prepay the Debt Facilities, in whole or in part, prior to maturity.
The rate of interest payable on each loan drawn under the Debt Facilities is the aggregate of the applicable margin plus EURIBOR (for EUR) or the compounded reference rate for GBP (as applicable). The applicable margin applicable to loans under the Term Facility and the Revolving Facility as at the first utilisation date is (in each case) expected to be 1.80 per cent. per annum or such other rate as may be determined by reference to the leverage ratio (being the ratio of Consolidated Net Borrowings to Consolidated EBITDA as determined pursuant to the provisions of the Senior Facilities Agreement), and the margin shall also be subject to certain adjustments, as more fully set out in the Fee Letter and the Senior Facilities Agreement, including ongoing periodic step-ups applicable every 12 months from the date of first utilisation and further adjustments by reference to the leverage ratio as determined on a 6-monthly basis. In addition, various fees, including arrangement fees, underwriting fees, ticking fees and commitment fees, shall also be payable in respect of the Debt Facilities and under the terms of the Commitment Letter, Fee Letter and Senior Facilities Agreement.
The lenders under the Debt Facilities will receive the benefit of certain guarantees and security, including security over the shares of (and any investments or shareholder debt provided to) BidCo and guarantees from certain members of Renewi Group.
The Senior Facilities Agreement will contain representations and warranties, covenants, undertakings, indemnities and events of default as described in the Commitment Letter and the Senior Facilities Agreement.
The foregoing description is a high-level overview of key indicative terms of the Commitment Letter and ancillary documents. The substance of and final definitive documentation comprising the Debt Facilities is subject to ongoing negotiation which could have an impact on the terms and information described above.
Save as disclosed in this document, the Renewi Directors are not aware of any significant change in the financial or trading position of the Renewi Group since 30 September 2024, being the date to which Renewi's latest interim financial information was published.
In this document, unless otherwise stated, or the context otherwise requires, the following bases and sources have been used.
12.1 As at 26 February 2025 (being the latest practicable date prior to publication of this document), there were 80,559,470 Renewi Shares in issue. The ISIN for Renewi Shares is GB0007995243.
Notes:
In addition, stamp duty of 0.5 per cent. on the purchase price of Renewi Shares acquired pursuant to the Acquisition, will be payable by BidCo pursuant to the Acquisition.
Copies of the following documents will be available, free of charge, on Renewi's website at https://www.renewi.com/en/investors/investor-relations/offerand BidCo's website at https://www.macquarie.com/uk/en/macquarie-renewi-offer.htmlduring the period up to and including the Effective Date or the date on which the Scheme lapses or is withdrawn, whichever is the earlier:
The content of the websites referred to in this document is not incorporated into and does not form part of this document.
The following definitions apply throughout this document (with the exception of Part 3 of this document) unless the context requires otherwise:
| Acquisition | the recommended final* cash acquisition being made by BidCo to acquire the entire issued and to be issued share capital of Renewi to be effected by means of the Scheme (or by way of Takeover Offer under certain circumstances described in this document) and, where the context permits any subsequent revision, variation, extension or renewal thereof |
|---|---|
| Acquisition Price | 870 pence per Renewi Share |
| AFM | Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten) |
| Announcement | the announcement made by BidCo and Renewi in respect of the Acquisition pursuant to Rule 2.7 of the Takeover Code on the Announcement Date |
| Announcement Date | 13 February 2025 |
| Authorisations | regulatory authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions or approvals |
| Berenberg | Joh. Berenberg, Gossler & Co. KG, London Branch |
| BidCo | Earth Bidco B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under the laws of the Netherlands, registered with the Dutch Trade Register under number 95832092 |
| BidCo Board | the board of directors of BidCo |
| BidCo Directors | the directors of BidCo as at the publication of this document or, where the context so requires, the directors of BidCo from time to time |
| BidCo Group | Earth Topco B.V. and its subsidiary undertakings as at the date hereof and, where the context permits, each of them (each a "BidCo Group Company") |
| BCI | British Columbia Investment Management Corporation |
| BCI UK | BCI UK IRR Limited, a private limited company incorporated under the laws of England and Wales with registered number 13951635 |
| Blocking Law | (i) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union); or (ii) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996, as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 |
| Business Day | a day (other than Saturdays, Sundays and public holidays in England, Scotland, the Netherlands, Luxembourg and Canada) on which banks are open for business in London, Edinburgh, Amsterdam, Luxembourg and Victoria, British Columbia |
|---|---|
| certificated or in certificated form a share or other security which is not in uncertificated form (that is, not in CREST or held through Euroclear Nederland via banks and brokers) |
|
| Citi | Citigroup Global Markets Limited |
| Clean Team Agreement | the clean team agreement between MIRAEL and Renewi dated 10 December 2024, as described in paragraph 8.3 of Part 7 of this document |
| Closing Price | the closing middle market price of a Renewi Share on a particular trading day as derived from the Daily Official List |
| Companies Act | the Companies Act 2006, as amended from time to time |
| Computershare | Computershare Investor Services PLC, incorporated in England and Wales with registered number 03498808, being Renewi's registrar |
| Conditions | the conditions to the implementation of the Acquisition (including the Scheme) as set out in Part 4 of this document |
| Confidentiality Agreement | the confidentiality agreement dated 28 November 2024 between MIRAEL and Renewi, as described in paragraph 8.1 of Part 7 of this document |
| Consortium | MEIF 7 and BCI UK (each a "Consortium Member") |
| Consortium BCA | the consortium bid conduct agreement between MEIF 7 and BCI UK dated 13 February 2025, as described in paragraph 8.5 of Part 7 of this document |
| Consortium Governance Term Sheet |
the term sheet appended to the Consortium BCA setting out the terms of investment by the investors in TopCo, and the legal and governance structure of the BidCo Group |
| Co-operation Agreement | the agreement dated 13 February 2025 between BidCo and Renewi relating to, among other things, the implementation of the Acquisition, as described in Part 7 of this document |
| Court | the Court of Session in Edinburgh at Parliament House, Parliament Square, Edinburgh EH1 1RQ |
| Court Meeting | the meeting of Scheme Shareholders convened by order of the Court pursuant to section 896 of the Companies Act, notice of which is set out in Part 9 of this document, for the purpose of considering and, if thought fit, approving (with or without modification) this Scheme, including any adjournment thereof |
| Court Order | the order of the Court sanctioning the Scheme under section 899 of the Companies Act |
| Court Sanction Date | the date on which the Court sanctions the Scheme |
| CREST Proxy Instruction | a proxy appointment or instruction made using the CREST service | |
|---|---|---|
| Daily Official List | the Daily Official List published by the London Stock Exchange | |
| Dealing Disclosure | has the same meaning as in Rule 8 of the Takeover Code | |
| Deferred Annual Bonus Scheme | the Renewi 2014 Deferred Annual Bonus Scheme and/or the Renewi 2024 Deferred Annual Bonus Scheme, as applicable |
|
| Disclosed | the information disclosed by or on behalf of Renewi: | |
| (i) | in the annual report and accounts of the Renewi Group for the financial year ended 31 March 2024; |
|
| (ii) | the interim results of the Renewi Group for the six month period ending on 30 September 2024; |
|
| (iii) | in the Announcement; | |
| (iv) | in any other announcement to a Regulatory Information Service by, or on behalf of Renewi prior to the publication of the Announcement; or |
|
| (v) | as otherwise fairly disclosed to BidCo and any Consortium Member (or each of their respective officers, employees, agents or advisers) (including via the virtual data room operated by or on behalf of Renewi in respect of the Acquisition and any management presentation in connection with the Acquisition attended by Renewi and any Consortium Member (or each of their respective officers, employees, agents or advisers)) prior to the date of this document |
|
| Disclosure Guidance and Transparency Rules |
the disclosure guidance and transparency rules made by the FCA under Part VI of FSMA |
|
| Dutch FSA | the Netherlands Financial Supervision Act (Wet op het financiële toezicht), as amended from time to time |
|
| Dutch Offer Decree | the Dutch Offer Decree on Public Takeover Bids (Besluit openbare biedingen Wft), as amended from time to time |
|
| EBIT | earnings before interest and tax | |
| Effective | in the context of the Acquisition: | |
| (i) | if the Acquisition is implemented by way of the Scheme, the Scheme having become effective in accordance with its terms; or |
|
| (ii) | if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer having been declared or having become unconditional in accordance with the requirements of the Takeover Code and the Dutch Offer Decree |
|
| Effective Date | the date on which either the Scheme becomes effective in accordance with its terms or, if BidCo elects, and the Panel consents, to implement the Acquisition by way of a Takeover Offer, the date on which such Takeover Offer becomes or is declared unconditional |
|
| Euroclear Nederland | the Netherlands Central Institute for Giro Securities Transactions (Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V.) trading as Euroclear Nederland |
| Euroclear UK | Euroclear UK & International Limited |
|---|---|
| Euronext Amsterdam | Euronext Amsterdam, the regulated market operated by Euronext Amsterdam N.V. |
| European Union or EU | the European Union |
| FCA or Financial Conduct Authority |
the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the UK Financial Services and Markets Act 2000 |
| Forms of Proxy | each of the BLUE form of proxy in connection with the Court Meeting and the WHITE form of proxy in connection with the General Meeting (as the context dictates), in each case as which accompany this document |
| FSMA | the Financial Services and Markets Act 2000, as amended from time to time |
| General Meeting | the general meeting of Renewi Shareholders (including any adjournment thereof) to be convened for the purpose of considering and, if thought fit, approving the Resolution in relation to the Acquisition, notice of which is contained in this document |
| Greenhill | Greenhill & Co. International LLP |
| Goldman Sachs | Goldman Sachs International |
| IFRS | International Financial Reporting Standards |
| Irrevocable Undertakings | the irrevocable undertakings to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting, as detailed in Part 7 of this document |
| ISIN | International Securities Identification Number |
| Joint Defence Agreement | the joint defence agreement dated 16 January 2025 between MIRAEL, BCI, Renewi and their respective legal advisers, as described in paragraph 8.4 of Part 7 of this document |
| Latest Practicable Date | 26 February 2025 |
| Letters of Appointment | as defined in paragraph 6 of Part 7 of this document |
| Listing Rules | the rules and regulations made by the FCA under FSMA and contained in the publication of the same name (as amended from time to time) |
| London Stock Exchange | London Stock Exchange plc |
| Long-Stop Date | 31 December 2025, or such later date as may be agreed by BidCo and Renewi (with the Panel's consent and as the Court may approve (if such approval(s) are required)) |
| LTIP | the Renewi 2020 Long-Term Incentive Plan |
| Macquarie Asset Management | Macquarie Asset Management, the asset management division of Macquarie Group |
| Macquarie Capital | Macquarie Capital France SA and Macquarie Capital (Europe) Limited |
| Macquarie Group | Macquarie Group Limited and its worldwide subsidiaries (including funds and entities managed by such subsidiaries and subsidiaries of such fund and entities) |
|---|---|
| Main Market | the main market for listed securities operated by the London Stock Exchange |
| MAMES | Macquarie Asset Management Europe S.à r.l. |
| MEIF 7 | Macquarie European Infrastructure Fund 7 SCSp (an investment fund managed by MAMES (as alternative investment fund manager) and MIRAEL (as delegated portfolio manager)), together with its affiliates as the context may require |
| MIRAEl | Macquarie Infrastructure and Real Assets (Europe) Limited |
| Meetings | the Court Meeting and the General Meeting (and Meeting shall mean either or each of them as the context requires) |
| Non-Trading Day | a day other than a Saturday or a Sunday on which banks and the London Stock Exchange and/or Euronext Amsterdam is/are not open for business (as the context requires) |
| Non-Working Day | weekends, Christmas Day, Good Friday and any other bank holiday in Scotland on which banks in Edinburgh are not open for business |
| Offer Document | should the Acquisition be implemented by means of a Takeover Offer, the document to be published by or on behalf of BidCo in connection with the Takeover Offer, containing, inter alia, the terms and conditions of the Takeover Offer |
| Offer Period | the offer period (as defined by the Takeover Code) relating to Renewi, which commenced on 28 November 2024 |
| Official List | the Official List of the London Stock Exchange |
| Opening Position Disclosure | has the same meaning as in Rule 8 of the Takeover Code |
| Overseas Shareholders | Renewi Shareholders (or nominees of, or custodians or trustees for Renewi Shareholders) not resident in, or nationals or citizens of the United Kingdom or the Netherlands |
| Panel | the Panel on Takeovers and Mergers |
| Peel Hunt | Peel Hunt LLP |
| PRA | the UK Prudential Regulation Authority or any successor regulatory body |
| Q3 2025 Trading Update | the announcement of Renewi's results for the nine months ended 31 December 2024 published on 13 February 2025 |
| Receiving Agent | the receiving agent appointed by Renewi for the purposes of this Scheme, being Computershare |
| Renewi Articles | the articles of association of Renewi from time to time |
| Renewi Board | the board of directors of Renewi |
| Renewi Directors | the directors of Renewi as at the publication of this document or, where the context so requires, the directors of Renewi from time to time |
|---|---|
| Renewi Group | Renewi and its subsidiary undertakings and, where the context permits, each of them |
| Renewi or the Company | Renewi plc, a public company limited by shares and incorporated in Scotland with registered number SC077438 and with its registered office at 16 Charlotte Square, Edinburgh EH2 4DF |
| Renewi Shareholders | the holders of Renewi Shares |
| Renewi Shares | the existing unconditionally allotted or issued and fully paid ordinary shares of £1.00 each in the capital of Renewi and any further such ordinary shares which are unconditionally allotted or issued before the Effective Date |
| Renewi Share Plans | the Deferred Annual Bonus Scheme, the LTIP and the Sharesave Scheme (each as amended from time to time) |
| Registrar of Companies | the Registrar of Companies for Scotland |
| Regulation | Council Regulation (EC) 139/2004 (as amended) |
| Regulatory Conditions | the conditions set out in paragraphs 3(a) to 3(d) of Part A of Part 4 to this document |
| Regulatory Information Service | any information service authorised from time to time by the FCA for the purpose of disseminating regulatory announcements |
| Resolution | the resolution to be proposed at the General Meeting relating to the Acquisition, as set out in the notice of the General Meeting contained in Part 10 of this document |
| Restricted Jurisdiction | any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available to Renewi Shareholders |
| Sanction Hearing | the hearing by the Court of the petition to sanction the Scheme and to grant the Court Order pursuant to section 899 of the Companies Act, including any adjournment thereof |
| Scheme or Scheme of Arrangement the proposed scheme of arrangement under Part 26 of the Companies Act between Renewi and the Scheme Shareholders in order to implement the Acquisition set out in Part 3 of, and upon the terms and subject to the Conditions set out in, this document (with and subject to any modification, addition or condition approved or imposed by the Court and agreed to by Renewi and BidCo) |
|
| Scheme Record Time | 6.00 p.m. on the day (excluding any Non-Working Days) following the date on which the Court makes the Court Order |
| Scheme Shareholders | the holders of Scheme Shares |
| Scheme Shares | all Renewi Shares: |
| (i) in issue as at the date of the Scheme; |
|
| (ii) (if any) issued after the date of the Scheme but prior to the Voting Record Time; and |
| (iii) (if any) issued at or after the Voting Record Time but prior to the Scheme Record Time either on terms that the original or any subsequent holder thereof is bound by this Scheme, or in respect of which such holders are, or shall have agreed in writing to be, so bound, |
|
|---|---|
| and, in each case, which remain in issue at the Scheme Record Time but excluding (where the context requires) the Excluded Shares (as defined in the Scheme) |
|
| Sharesave Scheme | the Renewi 2015 Sharesave Scheme |
| Service Agreements | as defined in paragraph 6 of Part 7 of this document |
| Significant Interest | in relation to an undertaking, a direct or indirect interest of 20 per cent. or more of: (a) the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act) of such undertaking; or (b) the relevant partnership interest |
| Takeover Code | the City Code on Takeovers and Mergers, as amended from time to time |
| Takeover Offer | should the Acquisition be implemented by way of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act and a full offer (volledig bod) as defined in the Dutch Offer Decree, the offer to be made by or on behalf of BidCo to acquire the entire issued and to be issued ordinary share capital of Renewi and, where the context permits, any subsequent revision, variation, extension or renewal of such takeover offer |
| Third Party | each of a central bank, government or governmental, quasi governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee representative body or any other body or person whatsoever in any jurisdiction |
| TopCo | Earth Topco B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under the laws of the Netherlands, registered with the Dutch Trade Register under number 95820973 |
| UK or United Kingdom | the United Kingdom of Great Britain and Northern Ireland |
| uncertificated or in uncertificated form |
a share or other security recorded on the relevant register as being held in uncertificated form in CREST and title to which, by virtue of the Uncertificated Securities Regulations, may be transferred by means of CREST |
| Uncertificated Securities Regulations |
the Uncertificated Securities Regulations 2001 (SI 2001/3755), including (i) any enactment or subordinate legislation which amends or supersedes those regulations, and (ii) any applicable rules made under those regulations or any such enactment or subordinate legislation for the time being in force |
| US or United States | the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof |
| US Exchange Act | the United States Securities Exchange Act of 1934, as amended from time to time |
|---|---|
| Voting Record Time | (i) in the context of the Court Meeting and the Scheme, 6.00 p.m. on 24 March 2025, being the day which is two days (excluding any Non-Working Days) immediately prior to the date of the Court Meeting or, if the Court Meeting is adjourned, 6.00 p.m. on the day which is two days (excluding any Non Working Days) before the date fixed for the adjourned Court Meeting; and |
| (ii) in the context of the General Meeting, 6.00 p.m. on 24 March 2025, being the day which is two days (excluding any Non Working Days) immediately prior to the date of the General Meeting or, if the General Meeting is adjourned, 6.00 p.m. on the day which is two days (excluding any Non-Working Days) before the date fixed for the adjourned General Meeting |
|
| Wider BidCo Group | BidCo, its parent undertakings, subsidiary undertakings and associated undertakings and any other body corporate, partnership, joint venture or person in which BidCo and all such undertakings (aggregating their interests) have a Significant Interest |
| Wider Renewi Group | Renewi and its associated undertakings and any other body corporate, partnership, joint venture or person in which Renewi and such undertakings (aggregating their interests) have a Significant |
In this document, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the Companies Act.
Interest
All references to "GBP", "pounds", "pounds sterling", "Sterling", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.
All references to "Euros", "EUR" and "€" are to the lawful currency of the member states of the European Union that adopt a single currency in accordance with the Treaty establishing the European Community as amended by the Treaty on the European Union.
All references to "c.\$" OR "CAD" are to the lawful currency of Canada.
All references to a statutory provision or law or to any order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom.
References to the singular include the plural and vice versa.
(Registered in Scotland with registered number SC077438)
NOTICE IS HEREBY GIVEN that, by an order of the Court of Session of Parliament House, Parliament Square, Edinburgh EH1 1RQ, Scotland (the "Court") dated 27 February 2025 made in the above matter the Court has ordered a meeting (the "Court Meeting") to be convened of the Scheme Shareholders as at the Voting Record Time (each as defined in the Scheme (defined below)) for the purpose of considering and, if thought fit, approving (with or without modification) a scheme of arrangement proposed to be made pursuant to Part 26 of the Companies Act 2006 (the "Companies Act") between Renewi plc (the "Company" or "Renewi") and the Scheme Shareholders (the "Scheme") and that such meeting will be held at the offices of Ashurst LLP, London Fruit & Wool Exchange, 1 Duval Square, London E1 6PW on 26 March 2025 at 12.00 p.m. (London time) at which place and time the Scheme Shareholders are requested to attend.
A copy of the Scheme and a copy of the explanatory statement required to be published pursuant to section 897 of the Companies Act are incorporated in the document of which this notice forms part. Unless the context requires otherwise, words and expressions defined in the Scheme shall have the same meaning in this notice of Court Meeting.
At the Court Meeting, the following resolution will be proposed:
"That the scheme of arrangement dated 28 February 2025 (the "Scheme") between the Company and the Scheme Shareholders (as defined in the Scheme), a print of which has been produced to this meeting and, for the purposes of identification, signed by the Chair hereof, in its original form or with or subject to any modification, addition or condition approved or imposed by the Court, and agreed by the Company and BidCo, be approved."
Voting on the resolution at the Court Meeting to approve the Scheme will be conducted on a poll, which shall be conducted as the Chair of the Court Meeting may determine.
Entitlement to attend, speak and vote (including by proxy) at the Court Meeting and the number of votes which may be cast thereat will be determined by reference to the register of members of the Company as at 6.00 p.m. on 24 March 2025 or if the Court Meeting is adjourned, 6.00 p.m. on the date which is two days (excluding any Non-Working Days) before the date fixed for the adjourned meeting. In each case, changes to the register of members of the Company after such time will be disregarded in determining the rights of any person to attend, speak or vote at the Court Meeting, or at any adjournment thereof.
Scheme Shareholders are strongly encouraged to submit proxy appointments and instructions for the Court Meeting as soon as possible using any of the methods (by post, by hand, online or through CREST) set out below. Scheme Shareholders are also strongly encouraged to appoint the Chair of the Court Meeting as their proxy. Any other person appointed as proxy will be able to attend, speak and vote at the Court Meeting. Any Renewi Shareholder holding shares through a nominee, trustee or custodian should contact the nominee, trustee or custodian as deadlines for such shareholders to appoint proxies may be different from those set out below.
A BLUE Form of Proxy for use in connection with the Court Meeting is enclosed with this notice of Court Meeting. Instructions for its use are set out on the form. The completion and return of a BLUE Form of Proxy, or the appointment of proxies through CREST or online through the share portal service or by any other procedure described in this notice or set out in the BLUE Form of Proxy, will not preclude a Scheme Shareholder from attending and voting in person at the Court Meeting, or any adjournment thereof.
Scheme Shareholders are entitled to appoint more than one proxy in respect of some or all of their Scheme Shares, provided that each proxy is appointed to exercise rights attached to different shares. Scheme Shareholders may not appoint more than one proxy to exercise rights attached to one Scheme Share. A space has been included in the BLUE Form of Proxy to allow Scheme Shareholders entitled to attend and vote at the Court Meeting to specify the number of Scheme Shares in respect of which that proxy is appointed. Scheme Shareholders who return a BLUE Form of Proxy duly executed but leave this space blank will be deemed to have appointed the proxy in respect of all of their holding of Scheme Shares.
Scheme Shareholders who wish to appoint more than one proxy in respect of their shareholding should contact the Company's registrar, Computershare Investor Services PLC ("Computershare"), for further BLUE Forms of Proxy or photocopy the BLUE Form of Proxy as required. Scheme Shareholders who wish to appoint more than one proxy in respect of their shareholding should also read the BLUE Form of Proxy in respect of the appointment of multiple proxies and the "Actions to be taken" section at pages 12 to 16 of the document of which this notice forms part for further details of the principles the Company will apply in cases where multiple proxy appointments are made.
In the case of joint holders of Scheme Shares and where more than one joint holder seeks to vote, the vote of the joint holder whose name stands first in the register of members in respect of the joint holding shall be accepted to the exclusion of the votes of the other joint holders (but, for the avoidance of doubt, any joint holder shall be permitted to vote (whether in person or by proxy) in respect of the relevant joint holding).
It is requested that the BLUE Form of Proxy enclosed with this notice for use in connection with the Court Meeting (together with any power of attorney or other authority under which it is signed, or a notarially certified copy of such power of attorney) be returned to the Company's registrar, Computershare, at The Pavilions, Bridgwater Road, Bristol, United Kingdom, BS99 6ZZ either by post or (during normal business hours only) by hand, as soon as possible and, in any event, so as to be received by no later than 12.00 p.m. on 24 March 2025 (or, if the Court Meeting is adjourned, by no later than 48 hours before the time fixed for the holding of the adjourned Court Meeting (excluding any part of a day that is a Non-Working Day)). However, if the BLUE Form of Proxy is not so returned, a copy of the completed and signed BLUE Form of Proxy may be handed, before the start of the Court Meeting (at the Court Meeting venue): (i) to a representative of the Company's registrar, Computershare, on behalf of the Chair; or (ii) to the Chair of the Court Meeting, and will still be valid.
As an alternative to completing and returning the enclosed BLUE Form of Proxy, you can also appoint a proxy electronically through a share portal service at www.investorcentre.co.uk/eproxy. To do so, you will need to log on to your share portal account or register for the share portal if you have not already done so. You will be prompted to enter the Court Meeting control number followed by your unique shareholder reference number and PIN. These can be found on the BLUE Form of Proxy. Once registered, you will be able to vote. Proxies submitted via the share portal service must be received by Renewi's registrar, Computershare, by no later than 12.00 p.m. on 24 March 2025 (or, if the Court Meeting is adjourned, by no later than 48 hours before the time fixed for the holding of the adjourned Court Meeting (excluding any part of a day that is a Non-Working Day)). Full details of the procedure to be followed to appoint a proxy online are given on the website above.
The proxy appointment via the investor centre will not prevent you from attending and voting in person at the Court Meeting, or any adjournment thereof, should you wish to do so and should you be so entitled.
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual and by logging on to the website www.euroclear.com/CREST. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be properly authenticated in accordance with Euroclear UK's specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company's registrar, Computershare (Participant ID 3RA50) by no later than 12.00 p.m. on 24 March 2025 (or, if the Court Meeting is adjourned, by no later than 48 hours before the time fixed for the holding of the adjourned Court Meeting (excluding any part of a day that is a Non-Working Day)). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the Company's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
CREST members and, where applicable, their CREST sponsors or voting service provider(s), should note that Euroclear UK does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed any voting service provider(s), to procure that their CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
If you are a Scheme Shareholder and an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by no later than 48 hours (excluding any part of such 48 hour period falling on a Non-Working Day) before the time fixed for the relevant Meeting or any adjournment thereof in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.
Investors holding their shares through Euroclear Nederland via banks and brokers are not included in the register of members of Renewi – such shares are included in the register of members of Renewi under the name of Euroclear Nominees. Investors holding their shares through Euroclear Nederland via banks and brokers will not receive Forms of Proxy. Likewise, the proxy instructions set out above do not apply to investors holding their shares through Euroclear Nederland via banks and brokers.
Instead, investors holding their shares through Euroclear Nederland via banks and brokers can appoint the Chair of the Court Meeting and the Chair of the General Meeting, respectively, as a proxy to attend and vote on their behalf or give voting instructions in respect of some or all of their Renewi Shares. Should they wish to do so, they must instruct Euroclear Nederland. This can be done electronically through the website www.abnamro.com/evoting. Alternatively, investors may contact their bank or broker and advise them accordingly. The bank or broker will subsequently confirm the proxy appointment to ABN AMRO as the Company's local agent.
Investors holding their shares through Euroclear Nederland via banks and brokers must submit proxy instructions via their bank or broker or directly via www.abnamro.com/evoting by not later than 12.00 p.m. on 20 March 2025 (or, if the Court Meeting is adjourned, by no later than 96 hours before the time fixed for the holding of the adjourned Court Meeting (excluding any part of a day that is a Non-Working Day)).
A corporation which is a shareholder can, by resolution of its directors or other governing body, appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member (other than to appoint a proxy) provided that no more than one corporate representative exercises powers over the same share.
By the said order, the Court has appointed Ben Verwaayen or, failing him, Allard Castelein or, failing both of them, any director of the Company to act as Chair of the Court Meeting and has directed the Chair of the Court Meeting to report the result of the Court Meeting to the Court.
The said Scheme will be subject to the subsequent sanction of the Court.
Ashurst LLP London Fruit & Wool Exchange 1 Duval Square London E1 6PW
Dickson Minto LLP 16 Charlotte Square Edinburgh EH2 4DF
Solicitors for the Company
NOTICE IS HEREBY GIVEN that a general meeting of Renewi plc (the "Company") will be held at the offices of Ashurst LLP, London Fruit & Wool Exchange, 1 Duval Square, London E1 6PW on 26 March 2025 at 12.15 p.m. (London time) (or as soon thereafter as the Court Meeting (as defined in Part 8 (Definitions) of this document) shall have concluded or been adjourned) for the purpose of considering and, if thought fit, passing the following resolution which will be proposed as a special resolution.
Unless the context otherwise requires, any capitalised term used but not defined in this notice shall have the meaning given to such term in the document of which this notice forms part.
THAT for the purpose of giving effect to the scheme of arrangement dated 28 February 2025 proposed to be made between the Company and the Scheme Shareholders (as defined in the said scheme of arrangement) under Part 26 of the Companies Act 2006 (the "Companies Act"), a print of which has been produced to this meeting and, for the purposes of identification, signed by the chair of the meeting, in its original form or subject to such modification, addition or condition approved or imposed by the Court and as may be agreed between the Company and Earth Bidco B.V. ("BidCo") (the "Scheme"):
Dated: 28 February 2025 By Order of the Board Ute Ball Company Secretary
Registered Office: 16 Charlotte Square Edinburgh EH2 4DF
Renewi plc Registered in Scotland No. SC077438
On 9 November 2024, Renewi published its half year results presentation for the period ended 30 September 2024 (the "H1 Presentation") which included the following statements in relation to EBIT margin for the year ending 31 March 2025 (the "FY25 EBIT Margin Statements"):
"Revenue growth of c. 5 per cent. for the full year."
"Margin step up in H2 due to focus on growth, efficiency and operational excellence."
"EBIT margin in line with market expectations driven by growth, M&W recovery and cost reduction"
The FY25 EBIT Margin Statements set an expectation of the underlying EBIT margin of the Group for the year ending 31 March 2025, which constitutes a profit forecast for the purposes of Rule 28.1 of the Takeover Code (the "FY25 Profit Forecast").
As a consequence of the additional cost and market headwinds experienced in the third quarter of 2025, which are anticipated to persist in the remainder of the year (outlined in the FY25 Outlook Statement in paragraph 1 of Part VI (Letter from the Chair of Renewi)), the Renewi Directors consider that, for the purposes of Rule 28.1(c)(ii) of the Takeover Code, the FY25 Profit Forecast is no longer valid.
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