Lapse of Offer for Augean Plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, 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

4 October 2021

Lapse of Antwerp Management Limited's Offer for Augean Plc

On 23 September 2021, pursuant to the auction process established by the Panel on Takeovers and Mergers (the "Panel"), Antwerp Management Limited ("MSIP Bidco"), a newly-formed company indirectly owned by funds managed or advised by Morgan Stanley Infrastructure Inc., an indirect subsidiary of Morgan Stanley, announced the terms of an increased cash offer for the entire issued and to be issued ordinary share capital of Augean Plc ("Augean" or the "Company") at a price of 361 pence for each Augean Share (the "MSIP Auction Offer").

On the same date, Eleia Limited ("Eleia Bidco"), a newly formed company indirectly owned by a consortium consisting of investment funds managed by (i) Ancala Partners LLP, and (ii) Fiera Infrastructure Inc., announced the terms of a higher increased cash offer for the entire issued and to be issued share capital of Augean at a price of 372 pence for each Augean Share (the "Increased Eleia Offer").

The Increased Eleia Offer has been recommended by the board of Augean. In light of the Augean Directors' recommendation of the Eleia Increased Offer, the Augean Directors have withdrawn their recommendation of the MSIP Auction Offer and have adjourned the MSIP Shareholder Meetings (comprising the Court Meeting and the General Meeting) until further notice.

The Scheme was conditional on the MSIP Shareholder Meetings being held on or before the 22nd day after the expected date of the MSIP Shareholder Meetings (being 1 October 2021). As of the end of 1 October 2021, conditions 2(a)(ii) and 2(b)(ii), as set out in the Scheme Document, have not been satisfied. This announcement confirms that the MSIP Auction Offer has now lapsed.

Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Scheme Document published by MSIP Bidco on 16 August 2021.

Enquiries:

White & Case LLP has been retained as legal adviser to MSIP and MSIP Bidco.

Important information

Greenhill & Co. International LLP ("Greenhill"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for MSIP Bidco and MSIP and for no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than MSIP Bidco and MSIP for providing the protections afforded to clients of Greenhill, nor for providing advice in relation to the matters set out in this announcement.

This announcement is for information purposes only, and is not intended to, and does not, constitute or form part of, any offer or inducement to sell or an invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the MSIP Auction Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of Augean in any jurisdiction in contravention of applicable law.

No person should construe the contents of this announcement as legal, financial or tax advice and any interested person should consult their own advisers in connection with such matters.

Electronic communications

Please be aware that addresses, electronic addresses and certain other information provided by Augean Shareholders, persons with information rights and other relevant persons for the receipt of communications from Augean may be provided to MSIP Bidco during the offer period, as required under Section 4 of Appendix 4 to the Code, to comply with Rule 2.11(c).

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, at https://www.morganstanley.com/im/en-ch/intermediary-investor/about-us/investment-teams/real-assets/private-infrastructure-team.html by no later than 12.00 noon (London time) on the Business Day following the date of publication of this announcement. Save as expressly referred to in this announcement, neither the contents of this website nor any website accessible from hyperlinks is incorporated into and do not form part of this announcement.

General

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or 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 not, from another appropriate authorised independent financial adviser.