TIDMSKS
RNS Number : 8870W
Shanks Group PLC
15 February 2017
15 February 2017
Shanks Group plc
("Shanks", the "Company" or, together with its subsidiaries, the
"Group")
Shanks receives final competition authority approval
for merger with Van Gansewinkel Groep B.V.
("VGG" or, together with its subsidiaries, the "VGG Group")
The Board of Shanks is pleased to announce that the Group has
now received all necessary approvals from the relevant competition
authorities in the Netherlands in relation to the proposed merger
with VGG. This follows the receipt of approval from the relevant
competition authorities in Belgium on 25 January 2017 and means
that the Group now has all the competition authority and
shareholder approvals necessary to proceed with the merger. It is
expected that the process for Completion and the launch of the
Combined Group with a new brand will take around two weeks.
Completion is subject to, among other things, approval of a
prospectus by the FCA.
Peter Dilnot, Group Chief Executive of Shanks, commented:
"We are delighted to have cleared the final regulatory hurdle so
that we can complete the transformational merger of Shanks and VGG.
This strategic deal will bring two strong companies together to
create a new international waste-to-product leader at the heart of
the emerging circular economy. The Combined Group will operate
across nine countries with unique capabilities and the scale,
capability and expertise to grow profitably over the
longer-term.
A huge amount of pre-merger work has been undertaken by the
Shanks and VGG management teams and our integration planning is
well advanced. Once the merger formally completes, we will begin
integrating the businesses at pace. As previously announced, we
expect to deliver EUR40m of cost synergies while positioning the
new combined business for sustainable long-term growth. On
Completion we will be launching a fresh new brand that captures our
heritage and reflects our future vision.
This is an exciting time for both Shanks and VGG, and we look
forward to creating a new company that delivers sustainable value
for customers, shareholders and the communities we serve."
The merger with VGG is wholly aligned with Shanks' strategy to
be a leading international waste-to-product company. The combined
entity will be well positioned to meet the needs of the emerging
circular economy and will have the scale, capability and expertise
to deliver long term sustainable growth and attractive returns. The
new business will be able to offer its customers an extensive range
of recycling technologies and services.
As previously outlined, the Shanks Board believes that the
Combined Group can be expected to achieve annual risk weighted
pre-tax cost synergies of approximately EUR40m in the third full
year following Completion. Given the ongoing turnaround of VGG, as
shown in its performance for the year ended 31 December 2016, and
the expected cost synergies, the Board of Shanks expects the merger
to be significantly earnings enhancing in the second full financial
year following Completion.
Extensive integration planning has been underway while the Group
has been awaiting competition authority clearance. The new senior
management team, reflecting skills and experience from across both
businesses and from outside industries, has been selected and will
be effective from Day 1. Plans are in place to take control of the
new entity efficiently, with governance, treasury and other
processes ready to be implemented immediately following Completion.
A new brand will also be launched on Completion that reflects both
the heritage and the positioning of the Combined Group.
As the merger is classified as a reverse takeover under the
FCA's Listing Rules, Shanks will apply for re-admission of the
Combined Group to the premium listing segment of the Financial
Conduct Authority's Official List and to trading on the London
Stock Exchange upon Completion. A further prospectus in relation to
re-admission will be published following approval by the FCA.
Terms used in this announcement shall have the same meanings as
set out in the Combined Circular and Prospectus of the Company
dated 29 September 2016.
ENDS
Enquiries:
+44 (0)1908
Shanks Group plc 650580
Peter Dilnot, Group
Chief Executive
Toby Woolrych, Group
Finance Director
+44 (0)20 7404
Brunswick Group 5959
Carole Cable
Fiona Micallef-Eynaud
Greenhill & Co. International +44 (0)20 7198
LLP 7400
Lead Financial Adviser
and Joint Sponsor
James Lupton
Pieter-Jan Bouten
Dean Rodrigues
+44 (0)20 7597
Investec Bank plc 4000
Joint Sponsor and Sole
Underwriter and Bookrunner
James Rudd
James Ireland
Henry Reast
+44 (0)20 7767
ING Bank N.V. 1000
Financial Adviser and
Debt Underwriter
Alexander Alting von
Geusau
Rob van Veldhuizen
Floris Schorer
IMPORTANT NOTICE:
Greenhill is authorised and regulated by the Financial Conduct
Authority in the United Kingdom. Investec is authorised in the
United Kingdom by the Prudential Regulation Authority and regulated
by the Financial Conduct Authority and the Prudential Regulation
Authority. Greenhill and Investec are acting for Shanks and no one
else in connection with the Merger and will not regard any other
person as a client in relation to the Merger and will not be
responsible to anyone other than Shanks for providing the
protections afforded to their respective clients, nor for providing
advice in connection with the Merger or any other matter,
transaction or arrangement referred to herein.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Greenhill and Investec in their capacities as
Joint Sponsors by the Financial Services and Markets Act 2000 (as
amended), neither of Greenhill and Investec, nor any of their
respective officers, employees and agents, accept any
responsibility or liability whatsoever and make no representation
or warranty, express or implied, for the contents of this
announcement, including its accuracy, fairness, sufficiency,
completeness or verification or for any other statement made or
purported to be made by any of them, or on their behalf, in
connection with Shanks and nothing in this announcement is, or
shall be relied upon as, a promise or representation in this
respect, whether as to the past or future. Each of Greenhill and
Investec accordingly disclaim to the fullest extent permitted by
law all and any responsibility and liability whether arising in
tort, contract or otherwise (save as referred to above) which it
might otherwise have in respect of this announcement or any such
statement. Each of Greenhill and Investec and/or their affiliates
provide various investment banking, commercial banking and
financial advisory services from time to time to Shanks.
No person has been authorised to give any information or to make
any representations other than those contained in this announcement
and, if given or made, such information or representations must not
be relied on as having been authorised by the Group, Greenhill
and/or Investec. Subject to the Listing Rules, the Prospectus Rules
and the Disclosure Guidance and Transparency Rules of the Financial
Conduct Authority, the issue of this announcement shall not, in any
circumstances, create any implication that there has been no change
in the affairs of the Group or VGG since the date of this
announcement or that the information in it is correct as at any
subsequent date.
This announcement has been issued by and is the sole
responsibility of the Company.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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