AMBER EQUITYCO OFFER FOR APPLUS+

Amber EquityCo, S.L.U. (“Amber EquityCo”), a company owned in equal parts by funds managed by the investment firms I Squared Capital (“ISQ”) and TDR Capital (“TDR”), announced on 14 September 2023 a voluntary and competing takeover bid for all the shares of Applus Services, S. A. (“Applus+”), which was authorised by the CNMV on 22 March 2024, at a price of [€11.00] per share to be paid in cash in full (the “ISQ and TDR Offer”). On May 17, 2024, the CNMV authorized the modification of the Offer presented in the envelopes phase by which the price per Applus share was increased to 12.78 euros.

The Offer was presented as competitor with that announced to the market on 30 June 2023 by Manzana Spain Bidco, S.L.U., a company owned by funds managed by Apollo Global Management (“Apollo”). On May 17, 2024, Apollo communicated to the CNMV its decision to withdraw its offer due to the ISQ and TDR Offer offering a higher price; the ISQ and TDR Offer being thereafter the only existing offer.

In the event that the Offer condition is satisfied (i.e., a minimum acceptance of 50%) or Amber EquityCo withdraws the condition as set out in the Prospectus, Amber EquityCo intends to delist the Applus+ shares from the Spanish Stock Exchanges, if the requirements set out in the Prospectus are met.

INSTRUCTIONS FOR SHAREHOLDERS

KEY FEATURES OF THE OFFER FOR APPLUS+

€12.78

per share, to be paid in cash in full

The Offer is conditional to an acceptance of more than 50% of the shares of Applus+

ISQ and TDR have deep expertise and experience in supporting global businesses in the markets where Applus+ has a presence. Together, we are positioned to support Applus Group’s management team to deliver Applus+’s strategic vision and drive sustained growth. We will provide sector expertise, knowledge and resources from our firms, to develope a first class global company.

INSTRUCTIONS FOR SHAREHOLDERS

If you are an Applus+ shareholder, you can consult below the instructions and process related to the Offer:

  1. Shareholders will be able to accept the Offer during the acceptance period which will last 15 days, from May 21, 2024 until 23:59 hours on June 4, 2024.
  2. If you wish to accept the Offer, contact the financial institution through which you have deposited your shares, to which you must give instructions for the acceptance of the Offer during the acceptance period.

If you have any questions please do not hesitate to contact your financial intermediary or Morrow Sodali:

[email protected]

900 645 476 / +34 911 859 674

ABOUT US

Long-term investors, with a focus on supporting management teams to maximise the potential of companies globally

ISQ

ISQ is a leading independent global infrastructure investor with over US$38 billion in assets under management and a portfolio of investments in a number of the markets in which Applus+’s operates, including energy, utilities, renewables and transportation. For more information, visit ISQ website: https://isquaredcapital.com/

TDR

TDR is a leading private equity firm with over €15 billion in assets under management. Founded in 2002, TDR’s strategy focuses on acquiring majority stakes in strong, market-leading European companies with growth potential and resilience through economic cycles. For more information, visit TDR website: https://www.tdrcapital.com/

DOCUMENTATION

Please find below the documentation relating to the ISQ and TDR Offer. You may also access the ISQ and TDR Offer prospectus (the “Prospectus”) and its annexes on the website of the CNMV (www.cnmv.es).

Supplement to the prospectus for the voluntary and competing public offer for the acquisition of shares of Applus+ and its annexes

Authorization of the prospectus supplement

Applus+ Board of Directors unanimously issues its favorable report on the Amber EquityCo takeover bid

The CNMV announces the new deadline for acceptance of the Offer after Apollo’s withdrawal

Apollo informs about the withdrawal of its offer due to the existence of a competing offer at a higher price

Prospectus of the takeover bid for Applus+ made by Amber EquityCo

Authorization of the competing takeover bid for Applus launched by Amber EquityCo

Admission for processing of the of the application for authorisation of the competing takeover bid submitted by Amber Equityco for Applus+

Amber EquityCo decides to increase the price of the ISQ and TDR Offer to 11 euros per Applus+ share and to reduce the minimum acceptance condition for the ISQ and TDR Offer to 50% of the share capital of Applus+

The Council of Ministers authorises the foreign investment resulting from the acquisition of sole control by Amber EquityCo over Applus+

Scripts and FAQs about the offer

FAQ

What are the deadlines for the new acceptance period?

The acceptance period is 15 calendar days, from May 21, 2024 until 11:59 p.m. on June 4, 2024 (both inclusive).

Key dates:

  • Start of acceptance period: 21 May 2024
  • End of acceptance period: 4 June 2024
  • Announcement of the results of the bid: date to be defined
  • Settlement date: 2 trading days after publication of the offer result in the listing bulletins
  • Start of new acceptance period: date to be defined
  • Date of payment: date of settlement of the offer
  • Payment date: settlement date of the offer.
What if I have already accepted the Offer and/or Apollo's offer during the previous acceptance period?

If you accepted any offer in the previous acceptance period ending April 24, 2024, the following scenarios may occur:

  • If you only accepted the Apollo Offer, your acceptance is no longer valid because the Apollo Offer has lapsed. Therefore, to accept the ISQ and TDR Offer you will need to call your entity again and make a new acceptance.
  • If you accepted the ISQ and TDR Offer made by Amber EquityCo prior to its modification at the envelope stage, you will be deemed to have accepted the ISQ and TDR Offer at the enhanced price of €12.78 per share, unless expressly stated otherwise.
  • If you accepted both the ISQ and TDR Offer and the Apollo Offer, whether the ISQ and TDR Offer was your first preference or your first preference was the Apollo Offer, you will be deemed to have acceded to the ISQ and TDR Offer, as the acceptances of the Apollo Offer have been rendered ineffective following your withdrawal. Therefore, you will not have to do anything.
When and how will payment be made?

Payment will be made in cash upon settlement of the Offer, if the condition for settlement of the Offer (i.e., a minimum acceptance of 50%) is satisfied or, in the event that it is not satisfied, if the Offeror waives its compliance with the terms of the Prospectus.

What happens if a shareholder does not accept the offer?

Any shareholder who decides not to accept the Offer will retain his Applus+ shares and will not receive any payment in consideration for them.

Under the requirements for the planned delisting of the Offer, there are three alternatives: (i) if the acceptance percentage of the Offer exceeds 90%, Amber EquityCo may exercise its squeeze-out right at the Offer price; (ii) if the acceptance percentage of the Offer is between 75% and 90%, Amber EquityCo may proceed to delist by means of a sustained order to buy; or (iii) if the acceptance percentage of the Offer is between 50% and 75%, Amber EquityCo may make a delisting offer. Therefore, after settlement of the Offer and depending on its final acceptance percentage, Amber EquityCo may proceed to delist Applus+. In this case, Applus+ shares would remain listed on the stock exchange until the delisting takes place.

If delisting occurs after settlement of the Offer, and an investor decides not to accept the Offer, this may result in the investor becoming a holder of a stake in a delisted company, which mainly implies a loss of liquidity of his stake and access to less information about the company.

What does the squeeze-out right mean?

Amber EquityCo may exercise its squeeze-out right on all Applus+ shares that have not been accepted in the Offer if the requirements set out below are met. By exercising this right, Amber EquityCo will acquire all the Applus+ shares that have not been accepted in the Offer at the price at which the Offer was settled.

Amber EquityCo may exercise the squeeze-out right if the following requirements are met:

  • Amber EquityCo holds shares representing at least 90% of the capital of Applus+ at the time of settlement of the offer; and
  • The offer has been accepted by shares representing at least 90% of the shares to which the Offer would have been made.
What happens if the Offer condition is not met?

The Offer is conditional upon acceptance of more than 50% of the Applus+ Shares. If this condition is not fulfilled, Amber EquityCo may waive compliance with this condition as set out in the Prospectus. If Amber EquityCo does not waive compliance with this condition, the Offer will lapse and will not be settled.

Contact

Shareholders contact – 

Morrow Sodali
[email protected]

900 645 476 / +34 911 859 674

Media contact
Powerscourt (Global)

Andy Smith –
[email protected]

Siobhan McCluskey –
[email protected]

LLYC (Spain)

Guillermo Segura –
[email protected]

Beatriz Alesanco –
[email protected]