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Allego N.V. (NYSE:ALLG) ("Allego" or the "Company") today announced that it has commenced an exchange offer (the "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 (the "NYSE") under the symbol "ALLG.WS" (the "Warrants"). The Warrants were assumed by Allego in connection with its business combination with Spartan Acquisition Corp. III on March 16, 2022. The purpose of the Offer and Consent Solicitation is to simplify the Company's capital structure and reduce the potential dilutive impact of the Warrants, thereby providing the Company with more flexibility for financing its operations in the future.
The Company is offering to all holders of the Warrants the opportunity to receive 0.23 Ordinary Shares in exchange for each outstanding Warrant tendered by the holder and exchanged pursuant to the Offer. Pursuant to the Offer, the Company is offering up to an aggregate of 3,173,989 shares of its Ordinary Shares in exchange for the Warrants, subject to adjustment for fractional Warrants.
Concurrently with the Offer, the Company is also soliciting consents from holders of the Warrants to amend the warrant agreement that governs all of the Warrants (the "Warrant Agreement") to permit the Company to require that each Warrant that is outstanding upon the closing of the Offer be converted into 0.207 Ordinary Shares, which is a ratio 10% less than the exchange ratio applicable to the Offer (the "Warrant Amendment"). Pursuant to the terms of the Warrant Agreement, all except certain specified modifications or amendments require the vote or written consent of holders of at least 50% of the number of the then outstanding Warrants. Parties representing approximately 30.4% of the Warrants have agreed to tender their Warrants in the Offer and to consent to the Warrant Amendment in the Consent Solicitation, pursuant to a tender and support agreement. Accordingly, if holders of an additional approximately 19.6% of the outstanding Warrants consent to the Warrant Amendment in the Consent Solicitation, and the other conditions of the Offer are satisfied or waived, then the Warrant Amendment will be adopted. The offering period will continue until Midnight (end of day), Eastern Time, on September 22, 2023, or such later time and date to which the Company may extend, as described in the Company's Schedule TO and Prospectus/Offer to Exchange (the "Expiration Date"). Tendered Warrants may be withdrawn by holders at any time prior to the Expiration Date.
The Offer and Consent Solicitation are being made pursuant to a Prospectus/Offer to Exchange dated August 25, 2023, and Schedule TO, dated August 25, 2023, each of which have been filed with the U.S. Securities and Exchange Commission ("SEC") and more fully set forth the terms and conditions of the Offer and Consent Solicitation.
The Company's Ordinary Shares and Warrants are listed on the NYSE under the symbols "ALLG" and "ALLG.WS," respectively. As of August 21, 2023, a total of 13,799,948 Warrants were outstanding.
The Company has engaged BofA Securities, Inc. as the dealer manager for the Offer and Consent Solicitation. Any questions or requests for assistance concerning the Offer and Consent Solicitation may be directed to BofA Securities, Inc.
Posted In: ALLG
