RENEWI PLC

Major Shareholding Notification • Jun 9, 2025

National Storage Mechanism | Additional information

RNS Number : 8996L

Renewi PLC

09 June 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

FOR IMMEDIATE RELEASE

9 June 2025

RECOMMENDED FINAL CASH ACQUISITION

of

Renewi plc ("Renewi")

by

Earth Bidco B.V. ("BidCo")

(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.) and BCI UK IRR Limited ("BCI UK") (an indirect subsidiary of British Columbia Investment Management Corporation ("BCI")) (MEIF 7 and BCI UK together, the "Consortium")

as effected by means of a Court-sanctioned scheme of arrangement

under Part 26 of the Companies Act 2006

CANCELLATION OF LISTING AND ADMISSION TO TRADING OF RENEWI SHARES

Further to the announcement made by Renewi and BidCo on 6 June 2025 that the Scheme has become Effective in accordance with its terms, Renewi today announces that, following an application by Renewi:

·      the London Stock Exchange has cancelled the trading in Renewi Shares on the Main Market of the London Stock Exchange and the Financial Conduct Authority has cancelled the listing of Renewi Shares on the Official List of the Financial Conduct Authority; and

·      Euronext Amsterdam N.V. has approved the delisting of Renewi Shares and has cancelled the listing of Renewi Shares on Euronext Amsterdam,

in each case with effect from 7.30 a.m. today (London time), 9 June 2025.

This announcement should be read in conjunction with the full text of the circular in relation to the Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 to implement the Acquisition published on 28 February 2025 (the "Scheme Document"). Capitalised terms used but not otherwise defined in this announcement have the meanings set out in the Scheme Document.

Enquiries

Renewi
Anne Metz, Director of Investor Relations	+31 6 4167 9233
FTI Consulting (PR Adviser to Renewi)
Alex Le May Richard Mountain	+44 203 727 1340
Goldman Sachs International (Lead Financial Adviser to Renewi)
Nimesh Khiroya Rutger van Halder Amit Puri	+44 20 7774 1000
Greenhill & Co. International LLP (Financial Adviser and Rule 3 Adviser to Renewi)
Dean Rodrigues David Wyles Charlie Stripp	+44 20 7198 7400
Berenberg (Joint Corporate Broker to Renewi)
Toby Flaux John Welch James Thompson	+44 20 3207 7800
Peel Hunt (Joint Corporate Broker to Renewi)
Mike Bell Dominic Convey Charlotte Sutcliffe	+44 20 7418 8900
Macquarie
Helena Slater	+44 20 3037 4014
BCI
Olga Petrycki	+1 778 410 7310
Citigate Dewe Rogerson (PR Adviser to the Consortium)
Caroline Merrell Michael Mpofu	+44 78 5221 0339 +44 79 3268 1947
Citigroup Global Markets Limited (Financial Adviser to BidCo and Joint Financial Adviser to the Consortium)
Barry Weir Sian Evans Robert Redshaw	+44 20 7986 4000
Macquarie Capital (Joint Financial Adviser to the Consortium)
Adam Hain Ashish Mehta	+44 20 3037 2000

Important notices

Citigroup Global Markets Limited ("Citi"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively as financial adviser to BidCo and the Consortium and for no one else in connection with the matters described in this announcement and the Acquisition 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 connection with the Acquisition or any other matters referred to in this announcement. 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 announcement, any statement contained herein, the Acquisition or otherwise.

Goldman Sachs International ("Goldman Sachs"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively as financial adviser to Renewi and no one else in connection with the Acquisition. Neither Goldman Sachs or its affiliates, nor their respective partners, directors, officers, employees or agents are responsible to anyone other than Renewi for providing the protections afforded to clients of Goldman Sachs or for providing advice in connection with the Acquisition or for any other matter referred to herein.

Greenhill & Co. International LLP ("Greenhill"), a Mizuho affiliate, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to Renewi and no one else in connection with the Acquisition and will not be responsible to anyone other than Renewi for providing the protections afforded to clients of Greenhill, or for providing advice in connection with the Acquisition or any matter referred to herein.

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 Financial Conduct Authority in the United Kingdom (together, "Macquarie Capital") is acting as financial adviser exclusively for the Consortium and no one else in connection with the Acquisition. 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 announcement or any other matter referred to herein. Neither Macquarie Capital (Europe) Limited nor Macquarie Capital France SA is an authorized 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 announcement 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 announcement, 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 announcement 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 announcement. 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 announcement, any statement contained herein or otherwise.

Publication on website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement 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/macquarie-renewi-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 announcement.

Save as expressly referred to in this announcement, 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 announcement.

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