Allego N.V. (ALLG) Commences Warrant Exchange Offer

Allego N.V. (NYSE: ALLG), which merged with Spartan Acquisition Corp. III in March 2022, announced this morning that it has commenced a warrant exchange offer (NYSE:ALLG.WS) and consent solicitation to purchase ordinary shares. These shares have a nominal value of €0.12 ($0.129) per share.

Pursuant to the offer, the company is offering up to 3,173,989 shares of its ordinary shares in exchange for the warrants. Warrant holders will have the opportunity to receive 0.23 ordinary shares in exchange for each outstanding warrant tendered. As of August 21, a total of 13,799,948 warrants were outstanding.

Concurrently with the offer, Allego N.V. is also soliciting consent from warrant holders to amend the warrant agreement to permit it to require that each warrant that is outstanding upon the closing of the offer be converted into 0.207 ordinary shares, which is 10% less than the exchange ratio applicable to the offer.

Parties representing approximately 30.4% of the warrants have already agreed to tender their warrants and consent to the amendment, but the company requires the vote or written consent of holders of at least 50% of the number of the then outstanding warrants.

Accordingly, if holders of an additional 19.6% of the outstanding warrants consent to the amendment, and the other conditions of the offer are satisfied or waived, then the amendment will be adopted. They will have until midnight ET on September 22 to do so.

Through this offer, Allego N.V. intends to simplify its capital structure and reduce the potential dilutive impact of the warrants, providing it with more flexibility for financing its operations in the future.

Allego N.V. inked its $2.65 billion business combination with Spartan III in July 2021 and completed the deal in March 2022 with redemptions totaling 97.99%. Arnhem, Netherlands-based Allego operates about 26,000 EV charging stations, including ultra-fast charging rigs, across 12 European countries.