SG Fleet Group Limited (SGF) has announced that Westmann Bidco Pty Limited, backed by Pacific Equity Partners (PEP), has received approval from the Financial Conduct Authority (FCA) for its proposed acquisition of all SG Fleet shares via a scheme of arrangement. This satisfies a crucial condition precedent outlined in the Scheme Implementation Deed. The acquisition, initially announced on December 4, 2024, is now contingent upon shareholder approval at meetings expected on April 8, 2025, court approval, and other customary conditions detailed in the Scheme Booklet.
The SG Fleet Directors have unanimously recommended that shareholders vote in favor of the Scheme, provided there is no superior proposal and the Independent Expert maintains its assessment that the Scheme is in the best interests of SG Fleet Shareholders. Each director intends to vote in favor of the Scheme for all controlled or held SG Fleet Shares. However, the directors’ recommendation applies solely to the Cash Consideration, with no recommendation made to Relevant Management Shareholders regarding the Scrip Consideration.
Shareholders are advised to consult the Chairman’s Letter and sections 2.2 and 11.1 of the Scheme Booklet when considering the directors’ recommendation, keeping in mind the directors’ interests are detailed in those sections. Further inquiries can be directed to the Shareholder Information Line. The company has confirmed that Tawanda Mutengwa, Company Secretary of SG Fleet Group Limited, authorized the release of this announcement.