Allego N.V. Announces Expiration and Results of Exchange Offer and Consent Solicitation Relating to its Warrants
29 September 2023 - 2:31PM
Business Wire
Allego N.V. (NYSE: ALLG) (“Allego” or the
“Company”) announced today the expiration and results of its
previously announced exchange offer (the “Exchange Offer”)
and consent solicitation (the “Consent Solicitation”)
relating to its outstanding warrants to purchase ordinary shares of
the Company, nominal value € 0.12 per share (the “Ordinary
Shares”), which warrants trade on the New York Stock Exchange
under the symbol “ALLG.WS” (the “Warrants”). The Exchange
Offer and Consent Solicitation expired at Midnight (end of day),
Eastern Time, on September 28, 2023.
Allego has been advised that 13,015,201 Warrants, or
approximately 94.3% of the outstanding Warrants, were validly
tendered and not validly withdrawn prior to the expiration of the
Exchange Offer and Consent Solicitation. Allego expects to accept
all validly tendered warrants for exchange and settlement on or
before October 3, 2023.
In addition, pursuant to the Consent Solicitation, the Company
received the approval of approximately 94.3% of the outstanding
Warrants to the amendment to the warrant agreement governing the
warrants (the “Warrant Amendment”), which exceeds 50% of the
outstanding Warrants required to effect the Warrant Amendment. The
Warrant Amendment would permit the Company to require that each
Warrant that is outstanding upon settlement of the Exchange Offer
be converted into 0.207 Ordinary Shares, which is a ratio 10% less
than the exchange ratio applicable to the Exchange Offer.
Allego expects to execute the Warrant Amendment concurrently
with the settlement of the Exchange Offer, and thereafter, expects
to exercise its right in accordance with the terms of the Warrant
Amendment, to exchange all remaining untendered Warrants for shares
of the Company’s Ordinary Shares, following which, no Warrants will
remain outstanding.
The Company also announced that its Registration Statement on
Form F-4 filed with the Securities and Exchange Commission (the
“SEC”) registering the Company’s Ordinary Shares issuable in
the Exchange Offer was declared effective by the SEC on September
28, 2023.
BofA Securities, Inc. was the dealer manager for the Exchange
Offer and Consent Solicitation.
This press release is for informational purposes only and does
not constitute an offer to sell, or a solicitation of an offer to
buy, the securities described herein and is also not a solicitation
of the related consents. The Exchange Offer and Consent
Solicitation were made only pursuant to the terms and conditions of
the Prospectus/Offer to Exchange.
About Allego
Allego is a leading provider of electric vehicle charging
solutions, dedicated to accelerating the transition to electric
mobility with 100% renewable energy. Allego has developed a
comprehensive portfolio of innovative charging infrastructure and
proprietary software, including its Allamo and EV Cloud software
platforms. With a network of almost 35,000 charging ports (and
counting) spanning 15 countries, Allego delivers independent,
reliable, and safe charging solutions, agnostic of vehicle model or
network affiliation. Founded in 2013 and publicly listed on the
NYSE in 2022, Allego now employs a team of 220 people striving
every day to make charging accessible, sustainable, and enjoyable
for all.
Forward-Looking
Statements
All statements other than statements of historical facts
contained in this press release are forward-looking statements
within the meaning of U.S. federal securities laws. Forward-looking
statements may generally be identified by the use of words such as
“believe,” “may,” “will,” “estimate,” “continue,” “anticipate,”
“intend,” “expect,” “should,” “would,” “plan,”, “project,”
“forecast,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook,” “target” or other similar expressions (or the negative
versions of such words or expressions) that predict or indicate
future events or trends or that are not statements of historical
matters. These forward-looking statements include, without
limitation, Allego’s expectations with respect to future
performance. These forward-looking statements involve significant
risks and uncertainties that could cause the actual results to
differ materially, and potentially adversely, from those expressed
or implied in the forward-looking statements. Most of these factors
are outside Allego’s control and are difficult to predict. Factors
that may cause such differences include, but are not limited to:
(i) changes adversely affecting Allego’s business, (ii) the price
and availability of electricity and other energy sources, (iii) the
risks associated with vulnerability to industry downturns and
regional or national downturns, (iv) fluctuations in Allego’s
revenue and operating results, (v) unfavorable conditions or
further disruptions in the capital and credit markets, (vi)
Allego’s ability to generate cash, service indebtedness and incur
additional indebtedness, (vii) competition from existing and new
competitors, (viii) the growth of the electric vehicle market, (ix)
Allego’s ability to integrate any businesses it may acquire, (x)
Allego’s ability to recruit and retain experienced personnel, (xi)
risks related to legal proceedings or claims, including liability
claims, (xii) Allego’s dependence on third-party contractors to
provide various services, (xiii) data security breaches or other
network outage, (xiv) Allego’s ability to obtain additional capital
on commercially reasonable terms, (xv) Allego’s ability to
remediate its material weaknesses in internal control over
financial reporting, (xvi) the impact of COVID-19, including
COVID-19 related supply chain disruptions and expense increases,
(xvii) general economic or political conditions, including the
Russia/Ukraine conflict or increased trade restrictions between the
United States, Russia, China and other countries, and (xviii) other
factors detailed under the section entitled “Risk Factors” in
Allego’s filings with the Securities and Exchange Commission. The
foregoing list of factors is not exclusive. If any of these risks
materialize or Allego’s assumptions prove incorrect, actual results
could differ materially from the results implied by these
forward-looking statements. There may be additional risks that
Allego presently does not know or that Allego currently believes
are immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In addition,
forward-looking statements reflect Allego’s expectations, plans or
forecasts of future events and views as of the date of this press
release. Allego anticipates that subsequent events and developments
will cause Allego’s assessments to change. However, while Allego
may elect to update these forward-looking statements at some point
in the future, Allego specifically disclaims any obligation to do
so, unless required by applicable law. These forward-looking
statements should not be relied upon as representing Allego’s
assessments as of any date subsequent to the date of this press
release. Accordingly, undue reliance should not be placed upon the
forward-looking statements.
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