Renewi plc, Charlotte Square - Court of Session of Parliament House
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RENEWI PLC
Company number SC077438
NOTICE IS HEREBY GIVEN that a petition (the “Petition”) was presented to the Court of Session of Parliament House, Parliament Square, Edinburgh EH1 1RQ (the "Court") on 27 February 2025 by Renewi plc, a public limited company incorporated in Scotland with company number SC077438 and having its registered office at 16 Charlotte Square, Edinburgh EH2 4DF (the "Company"), for sanction of a scheme of arrangement, in its original form or subject to any modification, addition or condition approved or imposed by the Court (the "Scheme"), under Part 26 of the Companies Act 2006 (the "Companies Act") between the Company and the holders of Scheme Shares (as defined in the Scheme) (the "Scheme Shareholders") and for ancillary orders thereto.
At a meeting held under the authority of the Court on 26 March 2025 (the "Court Meeting"), the Scheme Shareholders voted to approve the Scheme and, at a general meeting held on the same date, the Company passed the related special resolution which is set out in the Circular referred to below.
On 3 April 2025, the Court ordered that: (i) the Petition should be advertised once in each of The Edinburgh Gazette, The Scotsman and The Financial Times and posted on the Company’s website at
https://www.renewi.com/en/investors/investor-relations/offer;
and (ii) any person claiming an interest in the Petition may lodge written answers to the Petition, if so advised, electronically (by email to
commercial@scotscourts.gov.uk),
with the Court within 21 days after the date of publication of the last of those advertisements.
The Company will give adequate notice of the date and time of the Court hearing to sanction the Scheme, when known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available on the Company's website at
https://www.renewi.com/en/investors/investor-relations/offer.
Further updates and changes to this date and time will be notified in the same way.
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 into the circular relating to the Scheme (the "Circular") which was sent to, amongst others, Scheme Shareholders in advance of the Court Meeting. Copies of the Circular are available from the following websites
https://www.macquarie.com/uk/en/macquarie-renewi-offer.html
and
https://www.renewi.com/en/investors/investor-relations/offer.
Hard copies of the Circular (and any accompanying documents and any information incorporated into it by reference to another source) can be requested by contacting the Company'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). Calls may be recorded and monitored for security and training purposes. Unless the context requires otherwise, words and expressions defined in the Scheme shall have the same meaning in this notice.
Any Scheme Shareholder or other person who considers that they have an interest in the Scheme (each an "Interested Party") and who is concerned that the Scheme may adversely affect them 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 Court hearing, he or she should seek independent legal advice and arrange for written answers to the Petition to be lodged electronically (by email to
commercial@scotscourts.gov.uk),
with the Court within 21 days after the publication of the last of the advertisements referred to above and pay the required fee. Written answers are a formal Court document which must comply with the rules of the Court and are normally prepared by Scottish counsel or Scottish solicitor advocates. The Court may also consider 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 Court hearing. Each Interested Party should note that, although the 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 Court hearing.
Dated 7 April 2025
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
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