TIDMWIN
RNS Number : 2807A
CEVA Logistics UK Rose Limited
19 January 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU 596 / 2014) WHICH IS PART OF UK
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON
PUBLICATION OF THIS ANNOUNCEMENT, THIS INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN
FOR IMMEDIATE RELEASE
19 January 2024
RECOMMED CASH OFFER
for
WINCANTON PLC
by
CEVA Logistics UK Rose Limited
which is a company indirectly controlled by
CMA CGM and its affiliates
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Summary
-- The Boards of Wincanton plc ("Wincanton") and CEVA Logistics
UK Rose Limited ("Bidco"), a wholly-owned subsidiary of CEVA
Logistics S.A. ("CEVA"), itself a subsidiary of CMA CGM S.A. ("CMA
CGM"), are pleased to announce that they have reached agreement on
the terms of a recommended cash offer for the entire issued and to
be issued share capital of Wincanton by Bidco (the "Acquisition").
The Acquisition is intended to be effected by means of a scheme of
arrangement under Part 26 of the Companies Act.
-- Under the terms of the Acquisition, each Wincanton
Shareholder at the Scheme Record Time will be entitled to
receive:
for each Wincanton Share held 450 pence in cash
-- The Acquisition values the entire issued and to be issued
share capital of Wincanton at approximately GBP566.9 million on a
fully diluted basis and values Wincanton at approximately GBP764.9
million on an enterprise value basis.
-- The Acquisition Price represents a premium of approximately:
o 52 per cent. to the Closing Price per Wincanton Share of 297
pence on the Latest Practicable Date;
o 48 per cent. to the volume-weighted average price per
Wincanton Share of 305 pence over the thirty (30) Business Day
period ended on the Latest Practicable Date;
o 60 per cent. to the volume-weighted average price per
Wincanton Share of 282 pence over the ninety (90) Business Day
period ended on the Latest Practicable Date; and
o 82 per cent. to the volume-weighted average price per
Wincanton Share of 247 pence over the twelve-month period ended on
the Latest Practicable Date.
-- The Acquisition implies an enterprise value multiple of
approximately 6.8 times Wincanton's underlying EBITDA and 11.7
times Wincanton's underlying EBIT (in each case on an IFRS 16
basis) for the twelve-month period ended on 30 September 2023.
-- If any dividend and/or other distribution and/or other return
of capital is declared, made, or paid or becomes payable in respect
of Wincanton Shares on or after the Announcement Date and prior to
the Effective Date, the Cash Consideration will be automatically
reduced by an amount equal to the amount of such dividend and/or
distribution and/or return of capital. Where the Cash Consideration
is so reduced, any reference in this Announcement or in the Scheme
Document to the Cash Consideration will automatically be deemed to
be a reference to the Cash Consideration so reduced. In such
circumstances, Wincanton Shareholders will be entitled to retain
any such dividend, distribution or other return of capital declared
or paid. Any automatic reduction of the Cash Consideration or other
exercise by Bidco of its rights and/or obligations referred to in
this paragraph shall be the subject of an announcement and, for the
avoidance of doubt, not be regarded as constituting any revision or
variation of the terms of the Acquisition or the Scheme.
Background to and reasons for the Acquisition
-- The intended Acquisition of Wincanton represents an
attractive growth opportunity that is in line with CEVA's expansion
strategy. It is a unique opportunity to expand CEVA's offering in
the UK, and to acquire complementary grocery and consumer
expertise.
-- CEVA strongly believes that a combination between Wincanton and CEVA will:
o further develop CEVA's offering in contract logistics in the
UK and Ireland, with Wincanton acting as its key development and
growth platform in these countries;
o build on Wincanton's proven expertise in partnering with
prominent grocers and retailers in the UK to diversify CEVA's
customer base;
o bring the support of a well-capitalized and entrepreneurial
group, with the capability to offer end-to-end logistics solutions
on a worldwide basis to both SMEs and major blue-chip clients, in
order to support future growth as well as future innovation
development; and
o deliver cost synergies, sharing best practices and making use
of key talents from both sides.
Wincanton Board recommendation
-- The Wincanton Directors, who have been so advised by HSBC as
to the financial terms of the Acquisition, consider the terms of
the Acquisition to be fair and reasonable. In providing their
advice to the Wincanton Directors, HSBC have taken into account the
commercial assessments of the Wincanton Directors. HSBC is
providing independent financial advice to the Wincanton Directors
for the purposes of Rule 3 of the Code.
-- Accordingly, the Wincanton Directors intend to recommend
unanimously that Wincanton Shareholders vote (or procure the vote)
in favour of the Scheme at the Court Meeting and the Resolution(s)
to be proposed at the General Meeting.
Irrevocable undertakings and letters of intent
-- The Wincanton Directors who are interested in Wincanton
Shares have irrevocably undertaken to vote (or to procure the vote)
in favour of the Scheme at the Court Meeting and the Resolution(s)
to be proposed at the General Meeting (or, in the event that the
Acquisition is to be effected by way of a Takeover Offer, to accept
(or procure the acceptance of) such Takeover Offer) in respect of
their own beneficial holdings, amounting, in aggregate, to 134,218
Wincanton Shares and representing approximately 0.11 per cent. of
the issued share capital of Wincanton as at the Latest Practicable
Date.
-- Bidco has also received letters of intent from certain
Wincanton Shareholders in respect of 8,683,231 Wincanton Shares, in
aggregate, owned or controlled by them and representing
approximately 6.97 per cent. of the issued share capital of
Wincanton as at the Latest Practicable Date, stating their
intentions to vote (or to procure the vote) in favour of the Scheme
at the Court Meeting and the Resolution(s) to be proposed at the
General Meeting (or, in the event that the Acquisition is to be
effected by way of a Takeover Offer, to accept (or procure the
acceptance of) such Takeover Offer).
-- In total, therefore, Bidco has procured irrevocable
undertakings and letters of intent to vote (or to procure the vote)
in favour of the Scheme at the Court Meeting and the Resolution(s)
to be proposed at the General Meeting (or, in the event that the
Acquisition is to be effected by way of a Takeover Offer, to accept
(or procure the acceptance of) such Takeover Offer) in respect of,
in aggregate, 8,817,449 Wincanton Shares, and representing
approximately 7.08 per cent. of the issued share capital of
Wincanton as at the Latest Practicable Date.
Background to and reasons for the recommendation
-- Wincanton is a leading supply chain partner for British
business, and is a trusted partner to many of the UK's most
recognisable brands and influential public bodies. The Wincanton
Directors are proud of Wincanton's relentless emphasis on customers
and of the deep customer partnerships it has built to date, as
evidenced by the strength of relationships and ongoing momentum in
terms of both new business and contract renewals. To have such
customers and such good relationships with them is a testament to
the value of Wincanton's business and its future prospects.
-- The Wincanton Directors continue to believe there are strong
structural drivers underpinning future growth across Wincanton's
business, including trends towards outsourcing and eCommerce
penetration.
-- Wincanton is also at the forefront of logistics innovation in
the UK and continues to develop its commercial strategy to
significantly increase the value of its offering for customers.
-- While the Wincanton Board is highly confident in the
long-term prospects of the business as an independent listed
company, it has considered the attraction to Wincanton Shareholders
of the Cash Consideration due under the terms of the Acquisition
against the backdrop of near-term macroeconomic uncertainty.
-- Bidco's offer at the Acquisition Price of 450 pence per share
followed the Wincanton Board having received and rejected several
unsolicited proposals from CMA CGM over a period of a few weeks,
given such proposals were not at a level the Wincanton Board felt
adequately reflected the valuation of Wincanton and its future
prospects. The Wincanton Board believes that the Acquisition Price
is at a level that it can unanimously recommend to Wincanton
Shareholders.
-- In evaluating the financial terms of the Acquisition, and
determining whether the Wincanton Board should recommend CEVA's
proposal to Wincanton Shareholders, the Wincanton Board has
considered a number of factors, taking into account:
o the Acquisition Price represents a significant premium to both
recent and long-term trading levels of Wincanton Shares (as
described above);
o the Acquisition implies an enterprise value multiple of
approximately 6.8 times Wincanton's underlying EBITDA and 11.7
times Wincanton's underlying EBIT (in each case on an IFRS 16
basis) for the twelve-month period ended on 30 September 2023,
being at an attractive level when compared to other public
comparable transactions in the logistics sector;
o the all-cash consideration being offered pursuant to the
Acquisition, which provides Wincanton Shareholders with the
opportunity to realise the value of their investment for all of
their Wincanton Shares upon completion of the Acquisition;
o the limited liquidity of Wincanton Shares presents a challenge
for Wincanton Shareholders to otherwise monetise their
holdings;
o Wincanton's consistently strong trading performance has not,
in the view of the Wincanton Board, been fully reflected in the
price of Wincanton Shares for a material period of time;
o the certainty of the Cash Consideration under the Acquisition
should be weighed against the inherent uncertainty of realising the
value that exists in the business in the future, given a near-term
uncertain macroeconomic climate both in the UK and globally, and
the competitive landscape in both warehousing and transportation;
and
o shareholders, representing in aggregate approximately 6.97 per
cent. of Wincanton's issued share capital, having provided letters
of intent to vote in favour of the Acquisition at the Court Meeting
and General Meeting (or, if the Acquisition is implemented by way
of an offer, to accept such offer).
-- In addition to the financial terms of the Acquisition, in its
evaluation of CEVA as a suitable owner of Wincanton, the Wincanton
Board has taken into account CEVA's support and intentions for the
business and its employees.
-- The Wincanton Board believes the Acquisition represents a
valuable opportunity which will provide a positive outcome for all
its stakeholders, including employees, pension-right holders and
customers, as well as Wincanton Shareholders.
-- The Wincanton Board notes the importance CEVA attaches to
Wincanton's customer relationships and the high regard in which
CEVA holds the strength of the customer partnerships Wincanton has
built to date, and will endeavour to provide continuity for
Wincanton's customers.
-- The Wincanton Board takes comfort in CEVA's track-record and
commitment to recognising the importance of investment in
technology and customer service, and look forward to working with
CEVA to implement such technologies and customer services across
the Combined Group.
-- Accordingly, following careful consideration of the above
factors, the Wincanton Directors are pleased to confirm their
intention to recommend unanimously that Wincanton Shareholders vote
in favour of the Acquisition at the Court Meeting and in favour of
the Resolution(s) to be proposed at the General Meeting (or, in the
event the Acquisition is implemented by way of an offer, to accept
or procure acceptance of such offer), as the Wincanton Directors
have irrevocably undertaken to do in respect of their own Wincanton
Shares.
Information on Wincanton
-- Wincanton is listed on the premium segment of the Main Market
of the London Stock Exchange. Wincanton is a leading British supply
chain solutions company. The Wincanton Group provides business
critical services including storage, handling and distribution;
high volume eFulfilment; retailer 'dark stores'; two-person home
delivery; fleet and transport management; and network optimisation
for many of the UK's best-known companies.
-- The Wincanton Group is active across a range of markets
including food and consumer goods; retail and manufacturing;
eCommerce; the public sector; major infrastructure; building
materials; fuel; and defence. With almost 100 years' heritage,
Wincanton's approximately 20,300-strong team operates from more
than 170 sites across the country, responsible for approximately
8,500 vehicles.
Information on Bidco, CEVA and CMA CGM
-- Bidco is a newly established company formed by a subsidiary
of CEVA for the purposes of the Acquisition. It has not traded
prior to the Announcement Date nor has it entered into any
obligations other than in connection with the Acquisition.
-- CEVA is a world leader in third-party logistics, providing
global supply chain solutions to connect people, products and
providers all around the world. CEVA is part of the CMA CGM Group,
CMA CGM being a global player in sea, land, air and logistics
solutions, serving more than 420 ports around the world across five
continents, with a fleet of around 620 vessels. CMA CGM is a
provider of container shipping services around the world, a key
member of the Ocean Alliance and a global port operator.
-- Headquartered in Marseille, France, CEVA offers a broad range
of end-to-end, customised solutions in Contract Logistics, Air,
Ocean, Ground and Finished Vehicle Logistics in 170 countries
worldwide thanks to its approximately 110,000 employees at more
than 1,300 facilities. CEVA operates nearly 900 contract logistics
and freight warehouses, representing 10.3 million square meters,
and transports approximately 520,000 tons of air freight and 1.3
million TEUs of ocean freight.
-- CEVA serves customers from a wide range of industries
including consumer & retail, automotive, industrial &
aerospace, healthcare, e-commerce, technology and energy.
-- CEVA generates approximately US$15 billion of annual revenues.
-- In 2022, CMA CGM made several key acquisitions, including the
commerce and lifecycle services activities of Ingram Micro to
further strengthen CEVA's e-commerce logistics scale and
capabilities in the U.S. and European markets; and GEFCO to add
global finished vehicle logistics solutions as a complement to its
automotive offering. This proven track-record of successful
acquisitions demonstrates CMA CGM and CEVA's ability to foster the
growth of acquired companies by (i) providing them with additional
capabilities and (ii) retaining their most talented people who
benefit from additional opportunities.
Focus on CEVA's offering in the UK
-- CEVA generates circa US$950 million of annual revenues in the
UK and covers the entire supply chain through several subsidiaries.
In particular, the CEVA Group operates in:
o the contract logistics business, with annual revenues of circa
US$500 million; and
o the ground and rail business, with annual revenues of circa
US$290 million.
Structure, Conditions and Timetable
-- It is intended that the Acquisition will be implemented by
way of a Court-sanctioned scheme of arrangement under Part 26 of
the Companies Act (although Bidco reserves the right to effect the
Acquisition by way of a Takeover Offer (with the consent of the
Panel and subject to the terms of the Co-operation Agreement)).
-- The Scheme Document, containing full information about the
Scheme and the Acquisition, together with notices of the Court
Meeting and the General Meeting and an indicative timetable for
implementation of the Scheme, will be published as soon as
reasonably practicable and, in any event (save with the consent of
the Panel and Wincanton), within 28 days of this Announcement.
-- The Acquisition is conditional, amongst other things, on the
following matters (set out in full in Appendix I along with certain
other terms):
o the approval of the Scheme by a majority in number of the
Wincanton Shareholders who are present and vote at the Court
Meeting, either in person or by proxy, representing not less than
75 per cent. in value of the Scheme Shares voted;
o the approval by Wincanton Shareholders of the Resolution(s)
required to implement the Scheme by the requisite majority of
Wincanton Shareholders at the General Meeting;
o following the submission of a briefing paper, the CMA having
indicated that it has no further questions and the CMA not having
opened a merger investigation (or indicated that it intends to do
so) at the time that the other Conditions have been satisfied or,
if a merger investigation has been opened, the CMA having decided
that no reference to a phase 2 investigation will be made;
o the receipt of approval from the Irish Competition and
Consumer Protection Commission, without the authority having opened
a phase 2 investigation;
o confirmation of no objection to the change of control of Risk
Underwriting (Guernsey) Limited by the GFSC under the Guernsey
Insurance Law;
o clearance in the United Kingdom under the NSI Act;
o satisfaction or, where applicable, waiver of the other
Conditions (listed in Appendix I to this Announcement);
o the sanction of the Scheme by the Court; and
o the Scheme becoming Effective by no later than the Long Stop
Date.
-- It is expected that the Court Meeting and the General Meeting
will be held as soon as possible after the publication of the
Scheme Document following the required notice period to convene the
Meetings and, subject to the satisfaction or, where applicable,
waiver of all relevant Conditions and the further terms set out in
Appendix I and to be set out in the Scheme Document, the Scheme is
expected to become Effective during 2024.
Commenting on the Acquisition, Sir Martin Read CBE, Chairman of
Wincanton, said:
"This offer for Wincanton from CMA CGM is testament to the
strength of the business we have built, our strategy, our strong
customer relationships and our excellent people. CMA CGM is a
highly-experienced operator in the industry, and as Wincanton
becomes part of this larger business, it will be able to capitalise
on the significant growth opportunities ahead.
In unanimously recommending this offer to shareholders, the
directors believe it is in the interests of all the company's
stakeholders. While we remain confident in the long-term prospects
of Wincanton and the wider sector, we recognise that the strong
performance of the company has not been reflected in the
performance of its shares in recent years. We therefore believe
this offer represents the best opportunity for shareholders to
realise the value of their investment with greater certainty."
Commenting on the Acquisition, James Wroath, Chief Executive
Office of Wincanton, said:
"I am incredibly proud of the progress we have made at Wincanton
over the last four years, thanks to our great people and customers.
We have strengthened our business and ensured that we are at the
forefront of logistics innovation. Our work in automation and
technology has been industry-leading and has allowed us to take
advantage of trends towards outsourcing and eCommerce while
continuing to improve service for our long-term customers.
This offer will enable Wincanton to continue and accelerate the
progress that has been made, providing an excellent partner with
the balance sheet strength that will allow the pursuit of both
existing and new growth opportunities. CMA CGM's strong track
record of investing in its people and its commitment to its
customers means that we are confident this offer will deliver
benefits for all of our stakeholders."
Commenting on the Acquisition, Rodolphe Saadé, Chairman of CMA
CGM, said:
"I am very excited about the prospect of working with
Wincanton's experienced leadership team and the power of the
combination with our logistics arm, CEVA.
As a leading and trusted supply chain partner for many
well-known British and Irish brands, Wincanton perfectly aligns
with the CMA CGM Group's ambition to further expand its presence in
this strategic region.
Wincanton's renowned expertise in designing supply chain
solutions for customers in the retail, grocery, eCommerce,
construction, infrastructure, energy and defence sectors would
enable CEVA to further diversify its contract logistics customer
base.
Bringing together the two entities would strengthen the CMA CGM
Group's footprint in the United Kingdom and Ireland, while also
paving the way for new opportunities and more innovative product
offerings. On behalf of our 155,000 staff members, I look forward
to welcoming Wincanton's talented people within our Group. "
Commenting on the Acquisition, Mathieu Friedberg, Chief
Executive Officer of CEVA, said:
"Wincanton's commitment to their people drives their success in
the UK contract logistics market. At CEVA, we accomplish our
mission through the diverse, talented people we have working in the
UK and around the world. The proven track record of both CEVA and
Wincanton are largely thanks to our respective employees. In
addition to the innovative logistics solutions that we could
develop and offer together, we would be optimally positioned to
answer even more supply chain challenges for our combined set of UK
customers".
This summary should be read in conjunction with, and is subject
to, the full text of this Announcement including the Appendices.
The Acquisition will be subject to the Conditions and further terms
set out in Appendix I to this Announcement and to the full terms
and conditions which will be set out in the Scheme Document.
Appendix II contains the sources and bases of certain information
and calculations contained in this Announcement. Appendix III
contains details of the irrevocable undertakings and letters of
intent procured by Bidco in relation to the Acquisition. Appendix
IV contains definitions of certain expressions used in this summary
and in this Announcement.
Enquiries:
Wincanton
James Wroath, Chief Executive Officer
Tom Hinton, Chief Financial Officer +44 12 4971 0000
HSBC (Lead Financial Adviser, Rule 3 Adviser and Joint Corporate Broker to Wincanton)
Anthony Parsons
Adam Miller
Christopher Fincken
Charles-Antoine de Chatillon +44 20 7991 8888
Deutsche Numis (Financial Adviser and Joint Corporate Broker to Wincanton)
Mark Lander
George Price
Stuart Ord +44 20 7260 1000
Headland (PR Adviser to Wincanton)
Susanna Voyle
Henry Wallers +44 20 3805 4822
CMA CGM and CEVA
Ramon Fernandez
Damien Denizot
Olivier Storch +33 488 91 90 00
Morgan Stanley (Financial Adviser to CMA CGM, CEVA and Bidco)
Adrian Doyle
Stuart Wright
Louis Petracco +44 20 7425 8000
Image 7 (PR Adviser to CMA CGM, CEVA and Bidco)
Anne-France Malrieu
Leslie Jung-Isenwater +33 1 53 70 74 70
Willkie Farr & Gallagher (UK) LLP is acting as legal adviser
to Bidco, CEVA and CMA CGM.
Herbert Smith Freehills LLP is acting as legal adviser to
Wincanton.
Important notices
Morgan Stanley & Co. International plc ("Morgan Stanley")
which is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the UK is acting as financial adviser
exclusively for CMA CGM, CEVA and Bidco and no one else in
connection with the matters set out in this Announcement. In
connection with such matters, Morgan Stanley, its affiliates and
their respective directors, officers, employees and agents will not
regard any other person as their client, nor will they be
responsible to any other person for providing the protections
afforded to their clients or for providing advice in connection
with the contents of this Announcement or any other matter referred
to herein.
HSBC Bank plc ("HSBC"), which is authorised by the Prudential
Regulation Authority and regulated in the United Kingdom by the
Financial Conduct Authority and the Prudential Regulation
Authority, is acting as financial adviser to Wincanton and no one
else in connection with the matters described in this Announcement
and will not be responsible to anyone other than Wincanton for
providing the protections afforded to clients of HSBC, or for
providing advice in connection with the matters referred to herein.
Neither HSBC nor any of its group undertakings or affiliates owes
or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of HSBC in
connection with this Announcement or any matter referred to
herein.
Numis Securities Limited (trading for these purposes as Deutsche
Numis) ("Deutsche Numis"), which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting as
exclusively for Wincanton and no one else in connection with the
matters described in this Announcement and will not be responsible
to anyone other than Wincanton for providing the protections
afforded to clients of Deutsche Numis, or for providing advice in
connection with the matters referred to herein. Neither Deutsche
Numis nor any of its group undertakings or affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Deutsche Numis in
connection with this Announcement or any matter referred to
herein.
Further information
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer to
sell or an invitation to purchase any securities or the
solicitation of an offer to buy, or otherwise acquire, subscribe
for, sell or otherwise dispose of any securities , or the
solicitation of any vote or approval in any jurisdiction , pursuant
to the Acquisition or otherwise, nor shall there be any purchase,
sale, issuance or exchange of securities or such solicitation in
any jurisdiction in which such offer, solicitation, sale, issuance
or exchange would be unlawful prior to the registration or
qualification under the laws of such jurisdiction. The Acquisition
will be made solely by means of the Scheme Document or any document
by which the Acquisition is made which , together with the
accompanying forms of proxy, will contain the full terms and
Conditions of the Acquisition, including details of how to vote in
respect of the Acquisition.
This Announcement has been prepared for the purpose of complying
with English law , the Code, the Market Abuse Regulation and the
Disclosure Guidance and Transparency Rules and the information
disclosed may not be the same as that which would have been
disclosed if this Announcement had been prepared in accordance with
the laws of other jurisdictions.
Wincanton and Bidco urge Wincanton Shareholders to read the
Scheme Document when it becomes available because it will contain
important information relating to the Acquisition. Any decision to
vote in respect of the resolutions to be proposed at the Court
Meeting and the General Meeting should be based on the information
contained in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the offer document
containing such Takeover Offer) .
Each Wincanton Shareholder is advised to consult their
independent professional adviser regarding the tax consequences to
them (or to their beneficial owners) of the Acquisition.
This Announcement does not constitute a prospectus, prospectus
equivalent document or exempted document.
This Announcement contains inside information in relation to
Wincanton for the purposes of Article 7 of the Market Abuse
Regulation. Upon publication of this Announcement, this information
is now considered to be in the public domain. The person
responsible for arranging for the release of this Announcement on
behalf of Wincanton is Lyn Colloff, Company Secretary .
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under FSMA if you are resident in the
United Kingdom or, if not, from another appropriately authorised
independent financial adviser.
Overseas Shareholders
The release, publication or distribution of this Announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to the laws of
other jurisdictions should inform themselves of, and observe, any
applicable requirements. Further details in relation to Overseas
Shareholders will be contained in the Scheme Document. Any failure
to comply with the applicable restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
The Acquisition relates to shares of an English company and is
proposed to be effected by means of a scheme of arrangement under
the laws of England and Wales. Neither the US proxy solicitation
rules nor the tender offer rules under the US Exchange Act apply to
the Acquisition. Accordingly, the Acquisition is subject to the
disclosure requirements, rules and practices applicable in the
United Kingdom to schemes of arrangement, which differ from the
requirements of US proxy solicitation or tender offer rules.
However, if Bidco were to elect to implement the Acquisition by
means of a Takeover Offer, such Takeover Offer would be made in
compliance with all applicable laws and regulations, including
Section 14(e) of the US Exchange Act and Regulation 14E thereunder.
Such a Takeover Offer would be made in the United States by Bidco
and no one else. In addition to any such Takeover Offer, Bidco,
certain affiliated companies and the nominees or brokers (acting as
agents) of Bidco may make certain purchases of, or arrangements to
purchase, shares in Wincanton outside such Takeover Offer during
the period in which such Takeover Offer would remain open for
acceptance. If such purchases or arrangements to purchase were to
be made, they would be made outside the United States and would
comply with applicable law, including the US Exchange Act.
None of the securities referred to in this Announcement have
been approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any other US regulatory authority, nor have such authorities passed
upon or determined the adequacy or accuracy of the information
contained in this Announcement. Any representation to the contrary
is a criminal offence in the United States.
Wincanton's financial statements, and all financial information
that is included in this Announcement, or that may be included in
the Scheme Document, have been prepared in accordance with
accounting standards applicable in the United Kingdom and may not
be comparable to financial statements of companies in the United
States or other companies whose financial statements are prepared
in accordance with generally accepted accounting principles in the
United States.
It may be difficult for United States holders of Wincanton
Shares to enforce their rights and any claim arising out of the
United States federal laws, since Bidco and Wincanton are located
in a non-United States jurisdiction, and some or all of their
officers and directors may be residents of a non-United States
jurisdiction. United States holders of Wincanton Shares may not be
able to sue a non-United States company or its officers or
directors in a non-United States court for violations of the United
States securities laws. Further, it may be difficult to compel a
non-United States company and its affiliates to subject themselves
to a United States court's judgement.
Unless otherwise determined by Bidco or required by the Code and
permitted by applicable law and regulation, the Acquisition will
not be made available, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction and no person may vote, or procure the vote, in
favour of the Scheme and the Acquisition by any such use, means,
instrumentality or from within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the
laws of that jurisdiction. Accordingly, copies of this Announcement
and all documents relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and
persons receiving this Announcement and all documents relating to
the Acquisition (including custodians, nominees and trustees) must
observe these restrictions and must not mail or otherwise
distribute or send them in, into or from such jurisdictions where
to do so would violate the laws in that jurisdiction. If the
Acquisition is implemented by way of a Takeover Offer (unless
otherwise permitted by applicable law and regulation), the Takeover
Offer may not be made directly or indirectly, in or into, or by the
use of mails or any means or instrumentality (including, but not
limited to, facsimile, e-mail or other electronic transmission,
telex or telephone) of interstate or foreign commerce of, or of any
facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Takeover Offer may not be capable
of acceptance by any such use, means, instrumentality or
facilities.
The availability of the Acquisition to Wincanton Shareholders
who are not resident in the United Kingdom may be affected by the
laws of the relevant jurisdictions in which they are resident.
Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable requirements. In
particular, the ability of persons who are not resident in the
United Kingdom to vote their Wincanton Shares with respect to the
Scheme at the Meetings, or to appoint another person as proxy to
vote at the Meetings on their behalf, may be affected by the laws
of the relevant jurisdictions in which they are located.
The Acquisition will be subject to the applicable requirements
of the Code, the Panel, and the London Stock Exchange.
In accordance with the Code, normal United Kingdom market
practice and Rule 14e-5(b) of the US Exchange Act, Morgan Stanley,
HSBC and Deutsche Numis and their respective affiliates may
continue to act as exempt principal traders in Wincanton securities
on the London Stock Exchange. These purchases and activities by
exempt principal traders which are required to be made public in
the United Kingdom pursuant to the Code will be reported to a
Regulatory Information Service and will be available on the London
Stock Exchange website at www.londonstockexchange.com . This
information will also be publicly disclosed in the United States to
the extent that such information is made public in the United
Kingdom.
Forward-looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Acquisition and other information published by Bidco and Wincanton
contain statements about Bidco and the Wincanton Group that are, or
may be, forward-looking statements. These statements are based on
the current expectations of the management of Bidco and/or
Wincanton and are naturally subject to uncertainty and changes in
circumstances which could cause actual results to differ materially
from the future results expressed or implied by the forward-looking
statements . All statements, including the expected timing and
scope of the Acquisition, other than statements of historical facts
included in this Announcement, may be forward-looking statements.
Without limitation, any statements preceded or followed by or that
include the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "may", "should", "would", "could",
"anticipates", "estimates", "projects", "strategy" or words or
terms of similar substance or the negative thereof are
forward-looking statements. Forward-looking statements may include
statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management
strategies and the expansion and growth of Bidco's or the Wincanton
Group's operations and potential synergies resulting from the
Acquisition; and (iii) the effects of global economic conditions
and government regulation on Bidco's or the Wincanton Group's
business.
Although Bidco and Wincanton believe that the expectations
reflected in such forward-looking statements are reasonable, such
expectations are not guarantees of future performance. By their
nature, because they relate to events and depend on circumstances
that will occur in the future, such forward-looking statements
involve risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions. Many
factors could cause actual results and developments to differ
materially from those projected or implied in any forward-looking
statements. These factors include, but are not limited to, the
satisfaction of the Conditions, as well as additional factors, such
as changes in political and economic conditions, changes in the
level of capital investment, retention of key employees, changes in
customer habits, success of business and operating initiatives and
restructuring objectives, impact of any acquisitions or similar
transactions, changes in clients' strategies and stability,
competitive product and pricing measures, changes in the regulatory
environment, fluctuations or interest and exchange rates and the
outcome of any litigation. Other unknown or unpredictable factors
could cause actual results to differ materially from those in the
forward-looking statements. Due to such uncertainties and risks,
readers are cautioned not to place undue reliance on such
forward-looking statements (which speak only as of the date hereof)
and neither Bidco nor any member of the Wincanton Group (nor any of
their respective directors, officers,
employees or advisers) provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied by
the forward-looking statements will actually occur. Further, other
than in accordance with their legal and regulatory obligations,
Bidco and each member of the Wincanton Group disclaims any
obligation to update publicly or revise any forward-looking or
other statements contained herein, whether as a result of new
information, future events or otherwise, except as required by
applicable law.
All subsequent oral or written forward-looking statements
attributable to any member of the Wider Bidco Group or Wider
Wincanton Group, or any of their respective directors, officers,
employees or advisers, are expressly qualified in their entirety by
the cautionary statement above.
No profit forecasts, profit estimates or quantified benefits
statements
Except where expressly described as such, no statement in this
Announcement is intended as a profit forecast , profit estimate or
quantified benefits statement for any period and no statement in
this Announcement should be interpreted to mean that earnings or
earnings per share for Wincanton for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per share for Wincanton.
Dealing and Opening Position Disclosure Requirements of the
Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the Offer
Period and, if later, following the announcement in which any
securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 p.m. (London time) on the 10th Business Day
following the commencement of the Offer Period and, if appropriate,
by no later than 3.30 p.m. (London time) on the 10th Business Day
following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offerors,
save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London
time) on the Business Day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Code.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of
the Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
Offer Period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Information relating to Wincanton Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Wincanton Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Wincanton may be provided to Bidco during the
Offer Period as required under Section 4 of Appendix 4 to the Code
to comply with Rule 2.11(c) of the Code.
Publication on website and hard copies
This Announcement and the documents required to be published
pursuant to Rule 26.1 of the Code will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Wincanton's website at
https://www.wincanton.co.uk/investors/ and on Bidco's website at
https://investors.cmacgm-group.com/home by no later than 12.00 p.m.
(London time) on the Business Day following the Announcement
Date.
Neither the content of any website referred to in this
Announcement nor the content of any website accessible from
hyperlinks is incorporated into, or forms part of, this
Announcement.
In accordance with Rule 30.3 of the Code, Wincanton
Shareholders, persons with information rights and participants in
the Wincanton Share Plans may request a hard copy of this
Announcement by contacting Equiniti during business hours on +44
(0)371 384 2050 or by submitting a request in writing to Equiniti
at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA,
United Kingdom. Calls outside the United Kingdom will be charged at
the applicable international rate. The helpline is open between
8.30 a.m. to 5.30 p.m. (London time), Monday to Friday, excluding
public holidays in England and Wales. Please note that Equiniti
cannot provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes.
Wincanton Shareholders may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form. If a Wincanton Shareholder
has received this Announcement in electronic form, hard copies of
this Announcement and any document or information incorporated by
reference into this Announcement will not be provided unless such a
request is made.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Rule 2.9 of the Code
For the purposes of Rule 2.9 of the Code, Wincanton confirms
that, as at the Announcement Date, it had in issue 124,543,670
ordinary shares of 10 pence each (excluding shares held in
treasury). The ISIN for the ordinary shares is GB0030329360.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU 596 / 2014) WHICH IS PART OF UK
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON
PUBLICATION OF THIS ANNOUNCEMENT, THIS INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN
FOR IMMEDIATE RELEASE
19 January 2024
RECOMMED CASH OFFER
for
WINCANTON PLC
by
CEVA Logistics UK Rose Limited
which is a company indirectly controlled by
CMA CGM and its affiliates
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
1. Introduction
The Boards of Wincanton plc ("Wincanton") and CEVA Logistics UK
Rose Limited ("Bidco"), a wholly-owned subsidiary of CEVA Logistics
S.A. ("CEVA"), itself a subsidiary of CMA CGM S.A. ("CMA CGM"), are
pleased to announce that they have reached agreement on the terms
of a recommended cash offer for the entire issued and to be issued
share capital of Wincanton by Bidco (the "Acquisition").
The Acquisition is intended to be effected by means of a scheme
of arrangement under Part 26 of the Companies Act (although Bidco
reserves the right to effect the Acquisition by way of a Takeover
Offer, with the consent of the Panel and in accordance with the
terms of the Co-operation Agreement).
2. The Acquisition
Under the terms of the Acquisition, which will be subject to the
Conditions and further terms set out in Appendix I to this
Announcement and to be set out in the Scheme Document, Wincanton
Shareholders will be entitled to receive:
for each Wincanton Share held 450 pence in cash
The Acquisition values the entire issued and to be issued share
capital of Wincanton at approximately GBP566.9 million on a fully
diluted basis and values Wincanton at approximately GBP764.9
million on an enterprise value basis.
The Acquisition Price represents a premium of approximately:
-- 52 per cent. to the Closing Price per Wincanton Share of 297
pence on the Latest Practicable Date;
-- 48 per cent. to the volume-weighted average price per
Wincanton Share of 305 pence over the thirty (30) Business Day
period ended on the Latest Practicable Date;
-- 60 per cent. to the volume-weighted average price per
Wincanton Share of 282 pence over the ninety (90) Business Day
period ended on the Latest Practicable Date; and
-- 82 per cent. to the volume-weighted average price per
Wincanton Share of 247 pence over the twelve-month period ended on
the Latest Practicable Date.
The Acquisition implies an enterprise value multiple of
approximately 6.8 times Wincanton's underlying EBITDA and 11.7
times Wincanton's underlying EBIT (in each case on an IFRS 16
basis) for the twelve-month period ended on 30 September 2023.
The Wincanton Shares will be acquired by Bidco fully paid and
free from all liens, equitable interests, charges, encumbrances,
rights of pre-emption and any other third party rights or interests
whatsoever and together with all rights attaching thereto as at the
Effective Date, including (without limitation) the right to receive
and retain, in full, all dividends and other distributions (if any)
declared, made or paid or any other return of capital (whether by
way of reduction of share capital or share premium account or
otherwise) made on or after the Effective Date in respect of the
Wincanton Shares.
If any dividend and/or other distribution and/or other return of
capital is declared, made, or paid or becomes payable in respect of
Wincanton Shares on or after the Announcement Date and prior to the
Effective Date, the Cash Consideration will be automatically
reduced by an amount equal to the amount of such dividend and/or
distribution and/or return of capital. Where the Cash Consideration
is so reduced, any reference in this Announcement or in the Scheme
Document to the Cash Consideration will automatically be deemed to
be a reference to the Cash Consideration so reduced. In such
circumstances, Wincanton Shareholders will be entitled to retain
any such dividend, distribution or other return of capital declared
or paid. Any automatic reduction of the Cash Consideration or other
exercise by Bidco of its rights and/or obligations referred to in
this paragraph shall be the subject of an announcement and, for the
avoidance of doubt, not be regarded as constituting any revision or
variation of the terms of the Acquisition or the Scheme.
It is currently expected that the Scheme Document will be
published as soon as reasonably practicable and, in any event,
within 28 days of this Announcement, that the Court Meeting and the
General Meeting will be held as soon as possible thereafter
following the required notice period for the Meetings and that,
subject to the satisfaction or, where applicable, waiver of all
relevant Conditions and the further terms set out in Appendix I to
this Announcement and to be set out in the Scheme Document, the
Scheme is expected to become Effective during 2024.
3. Background to and reasons for the Acquisition
The intended Acquisition of Wincanton represents an attractive
growth opportunity that is in line with CEVA's expansion strategy.
It is a unique opportunity to expand CEVA's offering in the UK, and
to acquire complementary grocery and consumer expertise.
CEVA strongly believes that a combination between Wincanton and
CEVA will:
-- further develop CEVA's offering in contract logistics in the
UK and Ireland, with Wincanton acting as its key development and
growth platform in these countries;
-- build on Wincanton's proven expertise in partnering with
prominent grocers and retailers in the UK to diversify CEVA's
customer base;
-- bring the support of a well-capitalized and entrepreneurial
group, with the capability to offer end-to-end logistics solutions
on a worldwide basis to both SMEs and major blue-chip clients, in
order to support future growth as well as future innovation
development; and
-- deliver cost synergies, sharing best practices and making use of key talents from both sides.
4. Recommendation
The Wincanton Directors, who have been so advised by HSBC as to
the financial terms of the Acquisition, consider the terms of the
Acquisition to be fair and reasonable. In providing their advice to
the Wincanton Directors, HSBC have taken into account the
commercial assessments of the Wincanton Directors. HSBC is
providing independent financial advice to the Wincanton Directors
for the purposes of Rule 3 of the Code.
Accordingly, the Wincanton Directors intend to recommend
unanimously that Wincanton Shareholders vote (or procure the vote)
in favour of the Scheme at the Court Meeting and the Resolution(s)
to be proposed at the General Meeting.
5. Irrevocable undertakings and letters of intent
The Wincanton Directors who are interested in Wincanton Shares
have irrevocably undertaken to vote (or procure the vote) in favour
of the Scheme at the Court Meeting and the Resolution(s) to be
proposed at the General Meeting (or, in the event that the
Acquisition is to be effected by way of a Takeover Offer, to accept
(or procure the acceptance of) such Takeover Offer) in respect of
their own beneficial holdings, amounting, in aggregate, to 134,218
Wincanton Shares and representing approximately 0.11 per cent. of
the issued share capital of Wincanton as at the Latest Practicable
Date.
Bidco has also received letters of intent from certain Wincanton
Shareholders in respect of 8,683,231 Wincanton Shares, in
aggregate, owned or controlled by them and representing
approximately 6.97 per cent. of the issued share capital of
Wincanton as at the Latest Practicable Date, stating their
intentions to vote (or to procure the vote) in favour of the Scheme
at the Court Meeting and the Resolution(s) to be proposed at the
General Meeting (or, in the event that the Acquisition is to be
effected by way of a Takeover Offer, to accept (or procure the
acceptance of) such Takeover Offer).
In total, therefore, Bidco has procured irrevocable undertakings
and letters of intent to vote (or to procure the vote) in favour of
the Scheme at the Court Meeting and the Resolution(s) to be
proposed at the General Meeting (or, in the event that the
Acquisition is to be effected by way of a Takeover Offer, to accept
(or procure the acceptance of) such Takeover Offer) in respect of,
in aggregate, 8,817,449 Wincanton Shares and representing
approximately 7.08 per cent. of the issued share capital of
Wincanton as at the Latest Practicable Date.
Further details of these irrevocable undertakings and letters of
intent, including the circumstances in which such irrevocable
undertakings cease to be binding, are set out in Appendix III to
this Announcement.
6. Background to and reasons for the recommendation
Wincanton is a leading supply chain partner for British
business, and is a trusted partner to many of the UK's most
recognisable brands and influential public bodies. The Wincanton
Directors are proud of Wincanton's relentless emphasis on customers
and of the deep customer partnerships it has built to date, as
evidenced by the strength of relationships and ongoing momentum in
terms of both new business and contract renewals. To have such
customers and such good relationships with them is a testament to
the value of Wincanton's business and its future prospects.
Throughout the Covid pandemic, Wincanton clearly demonstrated
its resilience, agility and importance to UK supply chains,
resulting in a period of strong earnings and upgrades to market
expectations. Under current management, the Wincanton Group has
successfully navigated numerous additional headwinds including
heavy goods vehicles driver shortages, inflation and pressures on
consumer spending, reflecting Wincanton's balanced portfolio.
The Wincanton Directors continue to believe there are strong
structural drivers underpinning future growth across Wincanton's
business, including trends towards outsourcing and eCommerce
penetration.
Wincanton is also at the forefront of logistics innovation in
the UK and continues to develop its commercial strategy for both
warehouse automation and its Transport Management Control Towers to
significantly increase the value of its offering for customers.
In 2023, in response to the challenging external macroeconomic
environment, Wincanton took proactive action to reorganise
strategically its transport operations and exit closed-book
contracts. The Wincanton Directors are pleased with the good
progress which has been made to-date. In addition, the Wincanton
Directors are pleased with the significant improvement achieved in
relation to the position of the defined benefit section of the
Wincanton Pension Scheme, announcing an actuarial surplus of GBP3.9
million as at 31 March 2023, resulting in the ability to cease
contributions to the scheme. This has directly translated into a
significant improvement in free cash flow providing capital
investment optionality for the Wincanton Group across supply chain
automation, transport optimisation and operational excellence.
While the Wincanton Board is highly confident in the long-term
prospects of the business as an independent listed company, it has
considered the attraction to Wincanton Shareholders of the Cash
Consideration due under the terms of the Acquisition against the
backdrop of near-term macroeconomic uncertainty. The Wincanton
Board did not solicit an offer from CMA CGM. Bidco's offer at the
Acquisition Price of 450 pence per share followed the Wincanton
Board having received and rejected several proposals from CMA CGM
over a period of a few weeks, given such proposals were not at a
level the Wincanton Board felt adequately reflected the valuation
of Wincanton and its future prospects. The Wincanton Board believes
that the Acquisition Price is at a level that it can unanimously
recommend to Wincanton Shareholders.
In evaluating the financial terms of the Acquisition, and
determining whether the Wincanton Board should recommend CEVA's
proposal to Wincanton Shareholders, the Wincanton Board has
considered a number of factors, taking into account:
-- Bidco's offer of an Acquisition Price of 450 pence per share
which represents a significant premium to both recent and long-term
trading levels of Wincanton Shares:
o a premium of approximately 52 per cent. to the Closing Price
per Wincanton Share of 297 pence on the Latest Practicable
Date;
o a premium of approximately 48 per cent. to the volume-weighted
average price per Wincanton Share of 305 pence over the thirty (30)
Business Day period ended on the Latest Practicable Date;
o a premium of approximately 60 per cent. to the volume-weighted
average price per Wincanton Share of 282 pence over the ninety (90)
Business Day period ended on the Latest Practicable Date;
o a premium of approximately 82 per cent. to the volume-weighted
average price per Wincanton Share of 247 pence over the
twelve-month period ended on the Latest Practicable Date; and
o implies an enterprise value multiple of approximately 6.8
times Wincanton's underlying EBITDA and approximately 11.7 times
Wincanton's underlying EBIT (in each case on an IFRS 16 basis) for
the twelve-month period ended on 30 September 2023, being at an
attractive level when compared to other public comparable
transactions in the logistics sector;
-- the all-cash consideration being offered pursuant to the
Acquisition, which provides Wincanton Shareholders with the
opportunity to realise the value of their investment for all of
their Wincanton Shares upon completion of the Acquisition;
-- the limited liquidity of Wincanton Shares presents a
challenge for Wincanton Shareholders to otherwise monetise their
holdings;
-- Wincanton's consistently strong trading performance has not,
in the view of the Wincanton Board, been fully reflected in the
price of Wincanton Shares for a material period of time;
-- the certainty of the Cash Consideration under the Acquisition
should be weighed against the inherent uncertainty of realising the
value that exists in the business in the future, given a near-term
uncertain macroeconomic climate both in the UK and globally, and
the competitive landscape in both warehousing and transportation;
and
-- shareholders, representing in aggregate approximately 6.97
per cent. of Wincanton's issued share capital, having provided
letters of intent to vote in favour of the Acquisition at the Court
Meeting and General Meeting (or, if the Acquisition is implemented
by way of an offer, to accept such offer).
In addition to the financial terms of the Acquisition, in its
evaluation of CEVA as a suitable owner of Wincanton, the Wincanton
Board has taken into account CEVA's support and intentions for the
business and its employees.
The Wincanton Board believes the Acquisition represents a
valuable opportunity which will provide a positive outcome for all
its stakeholders, including employees, pension-right holders and
customers, as well as Wincanton Shareholders. The Wincanton
Directors believe that a combination with CEVA brings strategic
benefits, noting CEVA's intention to support Wincanton by making
use of its industry expertise and balance sheet capability. In
addition, the Wincanton Directors acknowledge the benefits of
private ownership, including greater access to capital to pursue
both existing and new growth opportunities.
The Wincanton Board notes the importance CEVA attaches to
Wincanton's customer relationships and the high regard in which
CEVA holds the strength of the customer partnerships Wincanton has
built to date, and will endeavour to provide continuity for
Wincanton's customers.
The Wincanton Board takes comfort in CEVA's track-record and
commitment to recognising the importance of investment in
technology and customer service, and look forward to working with
CEVA to implement such technologies and customer services across
the Combined Group.
Accordingly, following careful consideration of the above
factors, the Wincanton Directors are pleased to confirm their
intention to recommend unanimously that Wincanton Shareholders vote
in favour of the Acquisition at the Court Meeting and in favour of
the Resolution(s) to be proposed at the General Meeting (or, in the
event the Acquisition is implemented by way of an offer, to accept
or procure acceptance of such offer), as the Wincanton Directors
have irrevocably undertaken to do in respect of their own Wincanton
Shares.
7. Information on CMA CGM and Bidco
Information on Bidco , CEVA and CMA CGM
Bidco is a newly established company formed by a subsidiary of
CEVA for the purposes of the Acquisition. It has not traded prior
to the Announcement Date nor has it entered into any obligations
other than in connection with the Acquisition.
CEVA is a world leader in third-party logistics, providing
global supply chain solutions to connect people, products and
providers all around the world. CEVA is part of the CMA CGM Group,
CMA CGM being a global player in sea, land, air and logistics
solutions, serving more than 420 ports around the world across five
continents, with a fleet of around 620 vessels. CMA CGM is a
provider of container shipping services around the world, a key
member of the Ocean Alliance and a global port operator.
Headquartered in Marseille, France, CEVA offers a broad range of
end-to-end, customised solutions in Contract Logistics, Air, Ocean,
Ground and Finished Vehicle Logistics in 170 countries worldwide
thanks to its approximately 110,000 employees at more than 1,300
facilities. CEVA operates nearly 900 contract logistics and freight
warehouses, representing 10.3 million square meters, and transports
approximately 520,000 tons of air freight and 1.3 million TEUs of
ocean freight.
CEVA serves customers from a wide range of industries including
consumer & retail, automotive, industrial & aerospace,
healthcare, e-commerce, technology and energy.
CEVA generates approximately US$15 billion of annual
revenues.
In 2022, CMA CGM made several key acquisitions, including the
commerce and lifecycle services activities of Ingram Micro to
further strengthen CEVA's e-commerce logistics scale and
capabilities in the U.S. and European markets; and GEFCO to add
global finished vehicle logistics solutions as a complement to its
automotive offering. This proven track-record of successful
acquisitions demonstrates CMA CGM and CEVA's ability to foster the
growth of acquired companies by (i) providing them with additional
capabilities and (ii) retaining their most talented people who
benefit from additional opportunities.
Focus on CEVA's offering in the UK
CEVA generates circa US$950 million of annual revenues in the UK
and covers the entire supply chain through several subsidiaries. In
particular, the CEVA Group operates in:
(i) the contract logistics business, with annual revenues of circa US$500 million; and
(ii) the ground and rail business, with annual revenues of circa US$290 million.
8. Information on Wincanton
Wincanton is listed on the premium segment of the Main Market of
the London Stock Exchange. Wincanton is a leading British supply
chain solutions company. The Wincanton Group provides business
critical services including storage, handling and distribution;
high volume eFulfilment; retailer 'dark stores'; two-person home
delivery; fleet and transport management; and network optimisation
for many of the UK's best-known companies.
The Wincanton Group is active across a range of markets
including food and consumer goods; retail and manufacturing;
eCommerce; the public sector; major infrastructure; building
materials; fuel; and defence. With almost 100 years' heritage,
Wincanton's approximately 20,300-strong team operates from more
than 170 sites across the country, responsible for approximately
8,500 vehicles.
For the six-month period ended on 30 September 2023, Wincanton
generated GBP694.7 million of revenue and GBP22.6 million of
underlying profit before tax. Revenue is derived from a combination
of open and closed book logistics contracts, across four sectors:
eFulfilment; Grocery & Consumer; General Merchandise; and
Public & Industrial.
eFulfilment: eCommerce-focused sector providing agile, scalable
and bespoke supply chain solutions, including high-volume
eFulfilment, Customer Fulfilment Centres and premium two-person
home delivery for leading and fast-growing online and omnichannel
brands in the UK.
Grocery & Consumer: Food and drink-focused sector providing
critical supply chain solutions and logistics services to the UK's
leading consumer goods companies and grocery retailers.
General Merchandise: Multichannel retail-focused sector
providing essential supply chain solutions and logistics services
to the UK's leading retailers, manufacturers and vendors.
Public & Industrial: Supply chain sector-specific solutions
to a diverse customer base including infrastructure, defence,
energy, healthcare, building materials and the public sector.
Wincanton is committed to bringing greater value to its
customers through technology including through:
-- development of robotics and automation solutions,
particularly to increase the productivity of picking operations.
Wincanton is working on further opportunities for robotics across
the network; and
-- investment in technology for its transport proposition, based
on being the best partner to both manage dedicated fleets and to
provide efficient and reliable subcontracted services,
strengthening Wincanton's capabilities as the 4PL of choice.
Wincanton operates within the UK and Ireland.
For the FY23, Wincanton generated revenue of GBP1,462 million,
underlying EBITDA of GBP121.9 million, underlying EBIT of GBP70.8
million and underlying profit before tax of GBP62.1 million all on
an IFRS 16 basis. As at 30 September 2023, Wincanton had net cash
of GBP15.6 million and lease liabilities of GBP213.6 million.
9. Directors, management, employees, pensions, research and
development and locations of business
Strategic plans for the Wincanton Group
As set out in paragraph 3 above, CEVA believes that the
Acquisition has a compelling strategic and financial rationale and
will create significant value for all Wincanton stakeholders and is
consistent with CEVA's long-term growth strategy.
CEVA believes that there is a strong strategic fit between the
businesses of Wincanton and CEVA based on highly complementary
service offerings, customer portfolios and footprints in the UK. As
such, CEVA is confident in the future prospects of Wincanton's
business and its long-term value.
CEVA completed a short period of high-level confirmatory due
diligence on Wincanton prior to the date of this Announcement.
However, CEVA has not had access to sufficiently detailed
operational information to formulate specific plans regarding the
impact of the Acquisition.
CEVA's expectation is that the combination of the two groups and
the sharing of expertise and networks will lead to the
identification of cost synergies. Following completion of the
Acquisition, CEVA, working with Wincanton's senior management,
intends to undertake an in-depth review of Wincanton and full
evaluation of those potential synergies.
CEVA expects that this evaluation will be completed within
approximately twelve months from the Effective Date. In addition to
improving its understanding of the business and potential available
synergies, the evaluation will include:
-- engaging with the key stakeholders (including, but not
limited to, employees, customers and suppliers) of Wincanton;
-- business expansion and cross-selling opportunities; and
-- exploration of preliminary ideas for jointly developed new capabilities.
Employees and management
CEVA attaches great importance to the competence, skills and
experience of Wincanton's management team and employees, who have
been key to Wincanton's continued success and to building the
strong relationships that Wincanton holds with its customers and
other stakeholders.
Although CEVA will be undertaking a customary cost synergies
evaluation following completion of the Acquisition as described
above, CEVA expects the Wincanton Group's management and employees
to continue to contribute to the success of the Combined Group,
with specific roles and responsibilities to be assessed post
completion of the Acquisition. CEVA believes that in the main
Wincanton Group's management and employees will benefit from
greater career and business opportunities as part of the Combined
Group.
CEVA has not yet begun its review of workforce integration
within the Combined Group and has not made any decisions in
relation to any specific actions that may be taken as a result of
this evaluation. Therefore, CEVA cannot be certain what impact
there will be on the employment of, and the balance of skills and
functions of, the management and employees of the Combined Group,
beyond anticipating that some restructuring and streamlining may be
required as a result of the review in order to realise the expected
benefits of the Acquisition.
As part of this, it is expected that once Wincanton ceases to be
a listed company, a material number of listed company functions and
associated headcount may be reduced in scope. More broadly CEVA
does not expect any headcount reduction to be material in the
context of the Wincanton Group as a whole and confirms that its
intention is for any individuals impacted to be treated in a manner
consistent with Wincanton's and CEVA's standards, culture and
practices, including, where possible and appropriate, offering
affected individuals alternative roles within the Combined Group in
order to retain the best talent.
The evaluation and implementation of any headcount reductions
would be subject to appropriate engagement with stakeholders,
including affected employees and any appropriate employee
representative bodies in accordance with the legal obligations of
the Combined Group, at the relevant time.
Existing employee rights and pensions
CEVA intends to fully safeguard the existing contractual and
statutory employment rights and pensions rights of all Wincanton
Group's management and employees, in accordance with applicable
law.
The Wincanton Pension Scheme (the "Pension Scheme") includes a
defined benefit section which has been closed to future accrual
since 2014. CEVA does not intend to reopen the Pension Scheme to
new members. Similarly, CEVA does not currently intend to make any
changes to the benefits provided by the Wincanton defined
contribution pension scheme. CEVA intends to continue to make
contributions in line with the current arrangements for the Pension
Scheme and to facilitate the future review of the Wincanton defined
benefit pension section and, if required, to comply with the
covenants disclosed following the 2023 triennial valuation.
Management incentive arrangements
Following completion of the Acquisition, CEVA intends to review
the management, governance and incentive structure of Wincanton.
Bidco has not entered into, and has not discussed, any new form of
incentive arrangement with any member of Wincanton's management,
but may put in place new incentive arrangements for certain members
of Wincanton's management following the Acquisition becoming
Effective.
Locations of business, headquarters, fixed assets and research
and development
CEVA envisages that Wincanton will retain its existing UK
headquarters and headquarter functions (other than as noted above
in relation to listed company functions). Following completion of
the Acquisition, CEVA will review all of Wincanton's sites, offices
and operations as part of its full evaluation of the Wincanton
Group. CEVA believes that the Wincanton Group has a highly
complementary footprint to CEVA; however, where synergies are
identified, some sites may be consolidated or repurposed to better
integrate Wincanton and CEVA into the Combined Group and to
facilitate the integration of Wincanton Group employees. CEVA does
not intend material redeployment of any of Wincanton's fixed assets
as a result of the Acquisition.
CEVA recognises the important role of R&D and technology in
Wincanton's business and its CO2 reduction plan. CEVA will seek to
better understand the existing structure of Wincanton's R&D and
technology function and evaluate opportunities to further enhance
this after completion of the Acquisition.
Trading facilities
The Wincanton Shares are currently listed on the Official List
and admitted to trading on the London Stock Exchange's Main Market.
As set out in paragraph 16 below, in the event that the Acquisition
completes, requests will be made to the London Stock Exchange to
cancel trading in Wincanton Shares and de-list Wincanton from the
Official List, with effect shortly following the Effective Date,
and steps will be taken to re-register it as a private limited
company.
Post-offer undertakings
No statements in this paragraph 9 are "post-offer undertakings"
for the purposes of Rule 19.5 of the Code.
10. Wincanton Share Plans
Participants in the Wincanton Share Plans will be contacted
regarding the effect of the Acquisition on their rights under the
Wincanton Share Plans and, in the case of the LTIP and the DSBP,
appropriate proposals will be made to such participants which
reflect their entitlements under the Wincanton Share Plans. Further
details of such proposals will be set out in the Scheme Document
and in separate letters to be sent to the participants in due
course.
11. Financing
The Cash Consideration will be financed in cash by Bidco from
existing cash reserves of CMA CGM.
Morgan Stanley, financial adviser to CMA CGM, CEVA and Bidco,
are satisfied that the resources available to Bidco are sufficient
to enable Bidco to satisfy in full the Cash Consideration.
12. Wincanton Profit Forecast
FY24 Wincanton Profit Forecast
On 9 November 2023 in its "Half Year results for the six months
to 30 September 2023" announcement, Wincanton updated the market in
relation to revenue and profit for the 12 months ending 31 March
2024 with reference to the market expectations immediately prior to
that announcement:
Statement 1:
"The Board remains confident in the Wincanton Group's strategy
and expects to deliver revenue and profit in line with market
expectations for FY24."
Statement 2:
"The Wincanton Group remains on track to deliver full year
profits consistent with market expectations."
On 17 January 2024 in its "Q3 Trading Update" announcement,
Wincanton confirmed its prior guidance in relation to FY24:
"The Board expects the Wincanton Group to report profit for the
current year in line with market expectations."
Immediately prior to the announcements on 9 November 2023 and on
17 January 2024 referred to above, the analyst consensus for
revenue and PBT complied on Wincanton's website for FY24 was
GBP1,404.5 million and GBP50.5 million respectively.
Application of Rule 28 of the Code
The statements from Wincanton in italics above sets an
expectation for revenue and PBT for FY24 (the "FY24 Wincanton
Profit Forecast"), which for the purposes of Rule 28.1(c) of the
Code constitutes a profit forecast.
The Wincanton Directors confirm that, as at the date of this
Announcement, the FY24 Wincanton Profit Forecast remains valid and
that it has been properly compiled on the basis of the assumptions
stated below and that the basis of accounting used is consistent
with Wincanton's accounting policies which are in accordance with
UK-adopted International Accounting Standards and those that
Wincanton applied in preparing its financial statements for the
year ended 31 March 2023.
Basis of preparation and principal assumptions
The FY24 Wincanton Profit Forecast is based upon internal
Wincanton forecasts.
In confirming the FY24 Wincanton Profit Forecast, the Wincanton
Directors have made the following assumptions in respect of the
forecast period to 31 March 2024:
Factors outside the influence or control of the Wincanton
Directors:
1. no material change in the political, economic and/or market
environment that would materially affect Wincanton;
2. there will be no material changes in market conditions over
the period to 31 March 2024 in relation to either customer demand
or competitive environment;
3. no significant one-off events or litigation that would have a
material impact on the operating results or financial position of
Wincanton;
4. there will be no material adverse change to Wincanton's commercial relationships;
5. no material changes to inflation, interest or tax rates in
Wincanton's principal markets compared with Wincanton's budgeted
estimates;
6. no material changes to the foreign exchange rates that will
have a significant impact on Wincanton's revenue or cost base;
7. no material adverse events which will have a significant
impact on the operating results or financial position of
Wincanton;
8. no material adverse outcome from any ongoing or future
disputes with any customer, competitor, regulator or tax authority;
and
9. no material change in legislation, taxation, regulatory
requirements, applicable standards or the position of any
regulatory bodies impacting the Wincanton Group's operations or
accounting policies.
Factors within the influence or control of the Wincanton
Directors:
1. no additional significant acquisitions, disposals,
developments, partnership or joint venture agreements being entered
into by Wincanton which would have a materially dilutive effect on
Wincanton's earnings;
2. no material change in the dividend or capital policies of Wincanton;
3. no material changes to the senior leadership team of Wincanton;
4. no material change in Wincanton's strategy; and
5. Wincanton's accounting policies will be consistently applied
in the period to 31 March 2024.
13. Offer-related arrangements
Confidentiality Agreement
Pursuant to the Confidentiality Agreement, CMA CGM has
undertaken to keep, and to procure that certain of its
representatives keep, confidential information relating to (amongst
other things) Wincanton and the Acquisition, to use such
information solely for the agreed purposes in relation to the
Acquisition and not to disclose it to third parties (with certain
exceptions). These confidentiality obligations will remain in force
until 13 December 2025 (or, if earlier, the date on which either
the Court Order has been delivered to the Registrar of Companies
for registration or the Acquisition becomes unconditional in all
respects). The Confidentiality Agreement contains customary
standstill provisions which, subject to certain exceptions,
restrict CMA CGM and its affiliates from acquiring, or offering to
acquire, interests in certain securities of Wincanton for a period
of nine months from the date of the Confidentiality Agreement.
The Confidentiality Agreement also contains certain
non-solicitation undertakings from CMA CGM for a period of 15
months in relation to certain employees of Wincanton in certain
circumstances.
Co-operation Agreement
Pursuant to the Co-operation Agreement: (i) Bidco has agreed to
use its best endeavours to secure the regulatory clearances and
authorisations necessary to satisfy the Conditions; (ii) Bidco and
Wincanton have agreed to certain undertakings to co-operate and
provide each other with information, assistance and access in
relation to the filings, submissions and notifications to be made
in relation to such regulatory clearances and authorisations; (iii)
Bidco has agreed to provide Wincanton with such information,
assistance and access as may reasonably be required for the
preparation of the Scheme Document; and (iv) Bidco and Wincanton
have agreed certain arrangements in respect of the Wincanton Share
Plans and Wincanton annual bonus arrangements; and (v) Bidco and
Wincanton have settled upon certain arrangements in respect of the
Wincanton Share Plans; Wincanton annual bonus arrangements; and a
retention pot for additional cash bonuses in order to promote the
retention of a pool of Wincanton managers, including those who hold
material operations or client relationship roles.
The Co-operation Agreement records Bidco and Wincanton's
intention to implement the Acquisition by way of a Scheme, subject
to the ability of Bidco to implement the Acquisition by way of a
Takeover Offer in the circumstances described in the Co-operation
Agreement.
The Co-operation Agreement will terminate in certain
circumstances, including (but not limited to):
-- if such termination is agreed in writing between Bidco and Wincanton;
-- if the Wincanton Directors make a change to their recommendation;
-- upon the Acquisition becoming Effective;
-- if a competing offer is announced which completes, becomes
effective, or is declared or becomes unconditional in all respects;
or
-- upon the Acquisition (whether implemented by way of the
Scheme or a Takeover Offer) being withdrawn, lapsing or terminating
on or prior to the Long Stop Date (other than where such lapse or
withdrawal is as a result of an agreed switch to a Takeover
Offer).
The foregoing summary of the Co-opera ti on Agreement does not
purport to be complete and is subject to, and qualified in its en
ti rety by, the text of the Co-opera ti on Agreement, which is
available for inspec ti on as described in paragraph 20 below.
14. Structure of the Acquisition
It is intended that the Acquisition will be effected by means of
a Court-sanctioned scheme of arrangement between Wincanton and
Scheme Shareholders under Part 26 of the Companies Act. Bidco
reserves the right to elect to implement the Acquisition by way of
a Takeover Offer (with the consent of the Panel and subject to the
terms of the Co-operation Agreement).
The purpose of the Scheme is to provide for Bidco to become the
holder of the entire issued and to be issued share capital of
Wincanton.
The Scheme is an arrangement between Wincanton and the Scheme
Shareholders pursuant to which the Scheme Shares will be
transferred to Bidco in consideration for which the Scheme
Shareholders will receive the Cash Consideration on the basis set
out at paragraph 2 above. The transfer to Bidco of the Scheme
Shares will result in Wincanton becoming a wholly owned subsidiary
of Bidco.
The Acquisition will be put to Wincanton Shareholders at the
Court Meeting and at the General Meeting. In order to become
Effective, the Scheme must be approved by a majority in number of
the Wincanton Shareholders voting (and entitled to vote) at the
Court Meeting, either in person or by proxy, representing not less
than 75 per cent. in value of the Scheme Shares voted. In addition,
at the General Meeting, Resolution(s) must be passed by the
requisite majority. The General Meeting will be held immediately
after the Court Meeting.
In order for the Scheme to become Effective, following the
Meetings and satisfaction and/or waiver (where applicable) of the
other Conditions, the Scheme must be sanctioned by the Court. The
Scheme will only become Effective once a copy of the Court Order is
delivered to the Registrar of Companies. Upon the Scheme becoming
Effective: (i) it will be binding on all Wincanton Shareholders,
whether or not they attended and/or voted at the Meetings (and, if
they attended and/or voted, whether or not they voted in favour);
and (ii) share certificates in respect of Wincanton Shares will
cease to be valid and entitlements to Wincanton Shares held within
the CREST system will be cancelled. In accordance with the
applicable provisions of the Code, the consideration for the
transfer of the Scheme Shares to Bidco will be despatched no later
than 14 days after the Effective Date. Subject to the satisfaction
of the Conditions, the Scheme is expected to become Effective
during 2024.
Any Wincanton Shares issued at or before the Scheme Record Time
will be subject to the terms of the Scheme. Any Wincanton Shares
issued after the Scheme Record Time will be subject to the Amended
Wincanton Articles and will be automatically transferred to Bidco
in accordance with the terms of the Amended Wincanton Articles.
The terms of the Scheme will provide that the Wincanton Shares
will be acquired under the Scheme fully paid and free from all
liens, equitable interests, charges, encumbrances, options, rights
of pre-emption and any other third party rights or interests of any
nature whatsoever and together with all rights attaching thereto at
the Effective Date, including the right to receive and retain all
dividends and other distributions and returns of value declared,
paid or made after the Effective Date.
The Acquisition will lapse if the Scheme does not become
Effective by the Long Stop Date.
Further details of the Scheme, including an indicative timetable
for its implementation and the necessary action to be taken by
Wincanton Shareholders, will be set out in the Scheme Document,
which is expected to be dispatched to Wincanton Shareholders as
soon as reasonably practicable and, in any event, within 28 days of
the Announcement Date (or such later date as may be agreed with the
Panel, Bidco and Wincanton).
15. Conditions
In addition to the requirements described in paragraph 14 above,
the Acquisition will be subject to the Conditions in Appendix I to
this Announcement and further terms set out below, including
(amongst others):
-- following the submission of a briefing paper, the CMA having
indicated that it has no further questions and the CMA not having
opened a merger investigation (or indicated that it intends to do
so) at the time that the other Conditions have been satisfied or,
if a merger investigation has been opened, the CMA having decided
that no reference to a phase 2 investigation will be made;
-- the receipt of approval from the Irish Competition and
Consumer Protection Commission, without the authority having opened
a phase 2 investigation;
-- confirmation of no objection to the change of control of Risk
Underwriting (Guernsey) Limited by the GFSC under the Guernsey
Insurance Law; and
-- clearance in the United Kingdom under the NSI Act.
The Scheme will lapse if:
-- the Court Meeting and the General Meeting are not held on or
before the 22nd day after the expected date of such Court Meeting
and General Meeting to be set out in the Scheme Document in due
course (or such later date (if any) as may be agreed by Bidco and
Wincanton and, if required, the Court may allow);
-- the Court Hearing is not held on or before the 22nd day after
the expected date of the Court Hearing to be set out in the Scheme
Document in due course (or such later date (if any) as may be
agreed by Bidco and Wincanton and, if required, the Court may
allow); or
-- the Scheme does not become Effective by the Long Stop Date.
Any Scheme Shareholder is entitled to attend the Court Hearing
in person or through counsel to support or oppose the sanctioning
of the Scheme.
The deadlines for the timing of the Court Meeting, the General
Meeting and the Court Hearing as set out above may be waived by
Bidco, and the deadline for the Scheme to become Effective may be
extended by agreement between Wincanton and Bidco.
16. De-listing, cancellation of trading and re-registration
Prior to the Scheme becoming Effective, it is intended that
Wincanton will make applications to the London Stock Exchange and
the FCA for the cancellation of the admission of the Wincanton
Shares to trading on the Main Market and the listing of the
Wincanton Shares on the Official List. It is expected that such
cancellation of admission to trading and de-listing would take
effect from or shortly after the Effective Date.
On the Effective Date, share certificates in respect of
Wincanton Shares will cease to be valid and should be destroyed. In
addition, entitlements to Wincanton Shares held within the CREST
system will be cancelled.
It is also proposed that, following the Effective Date and after
the cancellation of the admission of the Wincanton Shares to
trading on the Main Market and the listing of the Wincanton Shares
on the Official List, Wincanton will be re-registered as a private
limited company.
17. Disclosure of interests in Wincanton Shares
As at the close of business on the Latest Practicable Date,
neither Bidco, its directors, nor, so far as Bidco is aware, any
person acting in concert (within the meaning of the Code) with it
(i) has any interest in or right to subscribe for any relevant
securities of Wincanton, or (ii) has any short positions in respect
of relevant securities of Wincanton (whether conditional or
absolute and whether in the money or otherwise), including any
short position under a derivative, any agreement to sell or any
delivery obligation or right to require another person to purchase
or take delivery, or (iii) has borrowed or lent any relevant
securities of Wincanton (including, for these purposes, any
financial collateral arrangements of the kind referred to in Note 4
on Rule 4.6 of the Code) save for any borrowed shares which have
been either on-lent or resold, or (iv) is a party to any dealing
arrangement of the kind referred to in Note 11 on the definition of
acting in concert in the Code.
It has not been practicable for Bidco to make enquiries of all
of its concert parties in advance of the release of this
Announcement. Therefore, if Bidco becomes aware, following the
making of such enquiries, that any of its concert parties have any
additional interests in relevant securities of Wincanton, all
relevant details in respect of Bidco's concert parties will be
included in Bidco's opening position disclosure in accordance with
Rule 8 of the Code, which shall be made on or before 12 noon
(London time) on the 10th Business Day following the Announcement
Date.
An "interest in" securities for these purposes arises, in
summary, when a person has long economic exposure, whether absolute
or conditional, to changes in the price of securities (and a person
who only has a short position in securities is not treated as
interested in those securities). In particular, a person will be
treated as having an "interest" by virtue of the ownership, voting
rights or control of securities, or by virtue of any agreement to
purchase, option in respect of, or derivative referenced to
securities.
18. Overseas Shareholders
The availability of the Acquisition and the distribution of this
Announcement to persons not resident in the United Kingdom may be
affected by the laws and regulations of the relevant jurisdiction.
Such persons should inform themselves about, and observe, any
applicable legal or regulatory requirements. Wincanton Shareholders
who are in any doubt regarding such matters should consult an
appropriate independent professional adviser in the relevant
jurisdiction without delay.
This Announcement does not constitute, or form part of, any
offer for, or any solicitation of any offer for, securities, nor is
it a solicitation of any vote or approval in any jurisdiction, nor
will there be any purchase or transfer of the securities referred
to in this Announcement in any jurisdiction in contravention of
applicable law or regulation. Wincanton Shareholders are advised to
read the Scheme Document carefully and the accompanying forms of
proxy once these have been dispatched.
19. General
Bidco reserves the right, subject to the prior consent of the
Panel and subject to the terms of the Co-operation Agreement, to
elect to implement the Acquisition by way of a Takeover Offer for
the entire issued and to be issued share capital of Wincanton not
already held by Bidco, as an alternative to the Scheme. In such an
event, such Takeover Offer will be implemented on the same terms
(subject to appropriate amendments as described in Part B of
Appendix I, so far as applicable, as those which would apply to the
Scheme).
If the Acquisition is effected by way of a Takeover Offer and
such Takeover Offer becomes, or is declared, unconditional and
sufficient acceptances are received, Bidco intends to exercise its
rights to apply the provisions of Chapter 3 of Part 28 of the
Companies Act to acquire compulsorily the remaining Wincanton
Shares in respect of which the Takeover Offer has not been
accepted.
Investors should be aware that Bidco may purchase Wincanton
Shares otherwise than under any Takeover Offer or scheme of
arrangement relating to the Acquisition, such as in open market or
privately negotiated purchases.
Morgan Stanley (as financial adviser to CMA CGM, CEVA and Bidco)
and HSBC and Deutsche Numis (as financial advisers to Wincanton)
have given and not withdrawn their consent to the publication of
this Announcement with the inclusion herein of the references to
their respective names, in each case, in the form and context in
which they appear.
20. Documents available on website
Copies of the following documents will be made available
promptly, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on both
Wincanton's website at https://www.wincanton.co.uk/investors/
and Bidco's website at https://investors.cmacgm-group.com/home and
in any event by no later than noon on the Business Day following
this Announcement and will remain so available until the end of the
Offer Period:
-- the Confidentiality Agreement;
-- the Co-operation Agreement;
-- the irrevocable undertakings and letters of intent referred to in paragraph 5 above;
-- a copy of this Announcement; and
-- the consents of Morgan Stanley, HSBC and Deutsche Numis referred to in paragraph 19 above.
The Acquisition will be subject to the Conditions and certain
further terms of the Acquisition set out in Appendix I and to the
full terms and conditions to be set out in the Scheme Document.
Appendix II contains the sources and bases of certain information
and calculations contained in this Announcement. Appendix III
contains details of the irrevocable undertakings and letters of
intent procured by Bidco in relation to the Acquisition. Appendix
IV contains definitions of certain expressions used in this summary
and in this Announcement.
Enquiries:
Wincanton
James Wroath, Chief Executive Officer
Tom Hinton, Chief Financial Officer +44 12 4971 0000
HSBC (Lead Financial Adviser, Rule 3 Adviser and Joint Corporate Broker to Wincanton)
Anthony Parsons
Adam Miller
Christopher Fincken
Charles-Antoine de Chatillon +44 20 7991 8888
Deutsche Numis (Financial Adviser and Joint Corporate Broker to Wincanton)
Mark Lander
George Price
Stuart Ord +44 20 7260 1000
Headland (PR Adviser to Wincanton)
Susanna Voyle
Henry Wallers +44 20 3805 4822
CMA CGM and CEVA
Ramon Fernandez
Damien Denizot
Olivier Storch +33 488 91 90 00
Morgan Stanley (Financial Adviser to CMA CGM, CEVA and Bidco)
Adrian Doyle
Stuart Wright
Louis Petracco +44 20 7425 8000
Image 7 (PR Adviser to CMA CGM, CEVA and Bidco)
Anne-France Malrieu
Leslie Jung-Isenwater +33 1 53 70 74 70
Willkie Farr & Gallagher (UK) LLP is acting as legal adviser
to Bidco, CEVA and CMA CGM.
Herbert Smith Freehills LLP is acting as legal adviser to
Wincanton.
Important notices
Morgan Stanley & Co. International plc ("Morgan Stanley")
which is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the UK is acting as financial adviser
exclusively for CMA CGM, CEVA and Bidco and no one else in
connection with the matters set out in this Announcement. In
connection with such matters, Morgan Stanley, its affiliates and
their respective directors, officers, employees and agents will not
regard any other person as their client, nor will they be
responsible to any other person for providing the protections
afforded to their clients or for providing advice in connection
with the contents of this Announcement or any other matter referred
to herein.
HSBC Bank plc ("HSBC"), which is authorised by the Prudential
Regulation Authority and regulated in the United Kingdom by the
Financial Conduct Authority and the Prudential Regulation
Authority, is acting as financial adviser to Wincanton and no one
else in connection with the matters described in this Announcement
and will not be responsible to anyone other than Wincanton for
providing the protections afforded to clients of HSBC, or for
providing advice in connection with the matters referred to herein.
Neither HSBC nor any of its group undertakings or affiliates owes
or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of HSBC in
connection with this Announcement or any matter referred to
herein.
Numis Securities Limited (trading for these purposes as Deutsche
Numis) ("Deutsche Numis"), which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting as
exclusively for Wincanton and no one else in connection with the
matters described in this Announcement and will not be responsible
to anyone other than Wincanton for providing the protections
afforded to clients of Deutsche Numis, or for providing advice in
connection with the matters referred to herein. Neither Deutsche
Numis nor any of its group undertakings or affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Deutsche Numis in
connection with this Announcement or any matter referred to
herein.
Further information
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer to
sell or an invitation to purchase any securities or the
solicitation of an offer to buy, or otherwise acquire, subscribe
for, sell or otherwise dispose of any securities , or the
solicitation of any vote or approval in any jurisdiction, pursuant
to the Acquisition or otherwise, nor shall there be any purchase,
sale, issuance or exchange of securities or such solicitation in
any jurisdiction in which such offer, solicitation, sale, issuance
or exchange would be unlawful prior to the registration or
qualification under the laws of such jurisdiction. The Acquisition
will be made solely by means of the Scheme Document or any document
by which the Acquisition is made which , together with the
accompanying forms of proxy, will contain the full terms and
Conditions of the Acquisition, including details of how to vote in
respect of the Acquisition.
This Announcement has been prepared for the purpose of complying
with English law , the Code, the Market Abuse Regulation and the
Disclosure Guidance and Transparency Rules and the information
disclosed may not be the same as that which would have been
disclosed if this Announcement had been prepared in accordance with
the laws of other jurisdictions.
Wincanton and Bidco urge Wincanton Shareholders to read the
Scheme Document when it becomes available because it will contain
important information relating to the Acquisition. Any decision to
vote in respect of the resolutions to be proposed at the Court
Meeting and the General Meeting should be based on the information
contained in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the offer document
containing such Takeover Offer).
Each Wincanton Shareholder is advised to consult their
independent professional adviser regarding the tax consequences to
them (or to their beneficial owners) of the Acquisition.
This Announcement does not constitute a prospectus, prospectus
equivalent document or exempted document.
This Announcement contains inside information in relation to
Wincanton for the purposes of Article 7 of the Market Abuse
Regulation. Upon publication of this Announcement, this information
is now considered to be in the public domain. The person
responsible for arranging for the release of this Announcement on
behalf of Wincanton is Lyn Colloff, Company Secretary .
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under FSMA if you are resident in the
United Kingdom or, if not, from another appropriately authorised
independent financial adviser.
Overseas Shareholders
The release, publication or distribution of this Announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to the laws of
other jurisdictions should inform themselves of, and observe, any
applicable requirements. Further details in relation to Overseas
Shareholders will be contained in the Scheme Document. Any failure
to comply with the applicable restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
The Acquisition relates to shares of an English company and is
proposed to be effected by means of a scheme of arrangement under
the laws of England and Wales. Neither the US proxy solicitation
rules nor the tender offer rules under the US Exchange Act apply to
the Acquisition. Accordingly, the Acquisition is subject to the
disclosure requirements, rules and practices applicable in the
United Kingdom to schemes of arrangement, which differ from the
requirements of US proxy solicitation or tender offer rules.
However, if Bidco were to elect to implement the Acquisition by
means of a Takeover Offer, such Takeover Offer would be made in
compliance with all applicable laws and regulations, including
Section 14(e) of the US Exchange Act and Regulation 14E thereunder.
Such a Takeover Offer would be made in the United States by Bidco
and no one else. In addition to any such Takeover Offer, Bidco,
certain affiliated companies and the nominees or brokers (acting as
agents) of Bidco may make certain purchases of, or arrangements to
purchase, shares in Wincanton outside such Takeover Offer during
the period in which such Takeover Offer would remain open for
acceptance. If such purchases or arrangements to purchase were to
be made, they would be made outside the United States and would
comply with applicable law, including the US Exchange Act.
None of the securities referred to in this Announcement have
been approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any other US regulatory authority, nor have such authorities passed
upon or determined the adequacy or accuracy of the information
contained in this Announcement. Any representation to the contrary
is a criminal offence in the United States.
Wincanton's financial statements, and all financial information
that is included in this Announcement, or that may be included in
the Scheme Document, have been prepared in accordance with
accounting standards applicable in the United Kingdom and may not
be comparable to financial statements of companies in the United
States or other companies whose financial statements are prepared
in accordance with generally accepted accounting principles in the
United States.
It may be difficult for United States holders of Wincanton
Shares to enforce their rights and any claim arising out of the
United States federal laws, since Bidco and Wincanton are located
in a non-United States jurisdiction, and some or all of their
officers and directors may be residents of a non-United States
jurisdiction. United States holders of Wincanton Shares may not be
able to sue a non-United States company or its officers or
directors in a non-United States court for violations of the United
States securities laws. Further, it may be difficult to compel a
non-United States company and its affiliates to subject themselves
to a United States court's judgement.
Unless otherwise determined by Bidco or required by the Code and
permitted by applicable law and regulation, the Acquisition will
not be made available, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction and no person may vote, or procure the vote, in
favour of the Scheme and the Acquisition by any such use, means,
instrumentality or from within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the
laws of that jurisdiction. Accordingly, copies of this Announcement
and all documents relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and
persons receiving this Announcement and all documents relating to
the Acquisition (including custodians, nominees and trustees) must
observe these restrictions and must not mail or otherwise
distribute or send them in, into or from such jurisdictions where
to do so would
violate the laws in that jurisdiction. If the Acquisition is
implemented by way of a Takeover Offer (unless otherwise permitted
by applicable law and regulation), the Takeover Offer may not be
made directly or indirectly, in or into, or by the use of mails or
any means or instrumentality (including, but not limited to,
facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility
of a national, state or other securities exchange of any Restricted
Jurisdiction and the Takeover Offer may not be capable of
acceptance by any such use, means, instrumentality or
facilities.
The availability of the Acquisition to Wincanton Shareholders
who are not resident in the United Kingdom may be affected by the
laws of the relevant jurisdictions in which they are resident.
Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable requirements. In
particular, the ability of persons who are not resident in the
United Kingdom to vote their Wincanton Shares with respect to the
Scheme at the Meetings, or to appoint another person as proxy to
vote at the Meetings on their behalf, may be affected by the laws
of the relevant jurisdictions in which they are located.
The Acquisition will be subject to the applicable requirements
of the Code, the Panel, and the London Stock Exchange.
In accordance with the Code, normal United Kingdom market
practice and Rule 14e-5(b) of the US Exchange Act, Morgan Stanley,
HSBC and Deutsche Numis and their respective affiliates may
continue to act as exempt principal traders in Wincanton securities
on the London Stock Exchange. These purchases and activities by
exempt principal traders which are required to be made public in
the United Kingdom pursuant to the Code will be reported to a
Regulatory Information Service and will be available on the London
Stock Exchange website at www.londonstockexchange.com , This
information will also be publicly disclosed in the United States to
the extent that such information is made public in the United
Kingdom.
Forward-looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Acquisition and other information published by Bidco and Wincanton
contain statements about Bidco and the Wincanton Group that are, or
may be, forward-looking statements. These statements are based on
the current expectations of the management of Bidco and/or
Wincanton and are naturally subject to uncertainty and changes in
circumstances which could cause actual results to differ materially
from the future results expressed or implied by the forward-looking
statements. All statements, including the expected timing and scope
of the Acquisition, other than statements of historical facts
included in this Announcement, may be forward-looking statements.
Without limitation, any statements preceded or followed by or that
include the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "may", "should", "would", "could",
"anticipates", "estimates", "projects", "strategy" or words or
terms of similar substance or the negative thereof are
forward-looking statements. Forward-looking statements may include
statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management
strategies and the expansion and growth of Bidco's or the Wincanton
Group's operations and potential synergies resulting from the
Acquisition; and (iii) the effects of global economic conditions
and government regulation on Bidco's or the Wincanton Group's
business.
Although Bidco and Wincanton believe that the expectations
reflected in such forward-looking statements are reasonable, such
expectations are not guarantees of future performance. By their
nature, because they relate to events and depend on circumstances
that will occur in the future, such forward-looking statements
involve risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions. Many
factors could cause actual results and developments to differ
materially from those projected or implied in any forward-looking
statements. These factors include, but are not limited to, the
satisfaction of the Conditions, as well as additional factors, such
as changes in political and economic conditions, changes in the
level of capital investment, retention of key employees, changes in
customer habits, success of business and operating initiatives and
restructuring objectives, impact of any acquisitions or similar
transactions, changes in clients' strategies and stability,
competitive product and pricing measures, changes in the regulatory
environment, fluctuations or interest and exchange rates and the
outcome of any litigation. Other unknown or unpredictable factors
could cause actual results to differ materially from those in the
forward-looking statements. Due to such uncertainties and risks,
readers are cautioned not to place undue reliance on such
forward-looking statements (which speak only as of the date hereof)
and neither Bidco nor any member of the Wincanton Group (nor any of
their respective directors, officers, employees or advisers)
provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied by the
forward-looking statements will actually occur. Further, other than
in accordance with their legal and regulatory obligations, Bidco
and each member of the Wincanton Group disclaims any obligation to
update publicly or revise any forward-looking or other statements
contained herein, whether as a result of new information, future
events or otherwise, except as required by applicable law.
All subsequent oral or written forward-looking statements
attributable to any member of the Wider Bidco Group or Wider
Wincanton Group, or any of their respective directors, officers,
employees or advisers, are expressly qualified in their entirety by
the cautionary statement above.
No profit forecasts, profit estimates or quantified benefits
statements
Except where expressly described as such, no statement in this
Announcement is intended as a profit forecast , profit estimate or
quantified benefits statement for any period and no statement in
this Announcement should be interpreted to mean that earnings or
earnings per share for Wincanton for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per share for Wincanton.
Dealing and Opening Position Disclosure Requirements of the
Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the Offer
Period and, if later, following the announcement in which any
securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 p.m. (London time) on the 10th Business Day
following the commencement of the Offer Period and, if appropriate,
by no later than 3.30 p.m. (London time) on the 10th Business Day
following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offerors,
save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London
time) on the Business Day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Code.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of
the Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
Offer Period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Information relating to Wincanton Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Wincanton Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Wincanton may be provided to Bidco during the
Offer Period as required under Section 4 of Appendix 4 to the Code
to comply with Rule 2.11(c) of the Code.
Publication on website and hard copies
This Announcement and the documents required to be published
pursuant to Rule 26.1 of the Code will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Wincanton's website at
https://www.wincanton.co.uk/investors/ and on Bidco's website at
https://investors.cmacgm-group.com/home by no later than 12.00 p.m.
(London time) on the Business Day following the Announcement
Date.
Neither the content of any website referred to in this
Announcement nor the content of any website accessible from
hyperlinks is incorporated into, or forms part of, this
Announcement.
In accordance with Rule 30.3 of the Code, Wincanton
Shareholders, persons with information rights and participants in
the Wincanton Share Plans may request a hard copy of this
Announcement by contacting Equiniti during business hours on +44
(0)371 384 2050 or by submitting a request in writing to Equiniti
at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA,
United Kingdom. Calls outside the United Kingdom will be charged at
the applicable international rate. The helpline is open between
8.30 a.m. to 5.30 p.m. (London time), Monday to Friday, excluding
public holidays in England and Wales. Please note that Equiniti
cannot provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes.
Wincanton Shareholders may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form. If a Wincanton Shareholder
has received this Announcement in electronic form, hard copies of
this Announcement and any document or information incorporated by
reference into this Announcement will not be provided unless such a
request is made.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Rule 2.9 of the Code
For the purposes of Rule 2.9 of the Code, Wincanton confirms
that, as at the Announcement Date, it had in issue 124,543,670
ordinary shares of 10 pence each (excluding shares held in
treasury). The ISIN for the ordinary shares is GB0030329360.
APPIX I
CONDITIONS AND FURTHER TERMS OF THE OFFER
Part A: Conditions to the Scheme and the Acquisition
1. The Acquisition will be conditional upon the Scheme becoming
unconditional and Effective, subject to the Code, by no later than
11.59 p.m. (London time) on the Long Stop Date.
Scheme Conditions
2. The Scheme will be subject to the following Conditions:
(a) (i) its approval by a majority in number representing not
less than 75 per cent. in value of Scheme Shares held by Wincanton
Shareholders who are on the register of members of Wincanton (or
the relevant class or classes thereof) at the Scheme Voting Record
Time, present and voting (and entitled to vote), whether in person
or by proxy, at the Court Meeting and at any separate class meeting
which may be required (or, in either case, any adjournment
thereof); and (ii) such Court Meeting (and any separate class
meeting which may be required) being held on or before the 22nd day
after the expected date of the Court Meeting to be set out in the
Scheme Document in due course (or such later date as may be agreed
between Bidco and Wincanton with the consent of the Panel (and, if
required, that the Court may allow));
(b) (i) the Resolution(s) required to implement the Scheme
(including the adoption of the Amended Wincanton Articles) being
duly passed by Wincanton Shareholders at the General Meeting (or
any adjournment thereof); and (ii) such General Meeting being held
on or before the 22nd day after the expected date of the General
Meeting to be set out in the Scheme Document in due course (or such
later date as may be agreed between Bidco and Wincanton with the
consent of the Panel (and, if required, that the Court may allow));
and
(c) (i) the sanction of the Scheme by the Court (with or without
modification (but subject to such modification being acceptable to
Bidco and Wincanton)) and the delivery of a copy of the Court Order
to the Registrar of Companies; and (ii) the Court Hearing being
held on or before the 22nd day after the expected date of the Court
Hearing to be set out in the Scheme Document in due course (or such
later date as may be agreed between Bidco and Wincanton with the
consent of the Panel (and, if required, that the Court may
allow)).
General Conditions
3. In addition, subject as stated in Part B below and to the
requirements of the Panel, the Acquisition will be conditional upon
the following Conditions and, accordingly, the necessary actions to
make the Scheme Effective will not be taken unless such Conditions
(as amended, if appropriate) have been satisfied or, where
relevant, waived:
Antitrust and Regulatory
CMA Approval
(a) one of the following has occurred:
1. the CMA having indicated in writing in a response to a
briefing paper that it has no further questions at that stage in
relation to the Acquisition (or words to that effect); and as at
the date on which all other Conditions are satisfied or waived, the
CMA has not:
(A) subsequently requested further information in relation to
the Acquisition or submission of a merger notice;
(B) given notice to either party that it is commencing a Phase I investigation;
(C) indicated that the statutory review period in which the CMA
has to decide whether to make a reference under section 34ZA
Enterprise Act 2002 has begun; or
(D) requested documents or attendance by witnesses under section
109 of the Enterprise Act 2002 which may indicate that it intends
to commence the aforementioned statutory review period in respect
of the Acquisition; or
2. where the CMA has commenced an investigation following the
submission of a merger notice or a briefing paper:
(A) the CMA, in accordance with section 33(1) of the Enterprise
Act 2002, announcing that it has decided not to refer the
Acquisition to the chair of the CMA for the constitution of a group
under Schedule 4 to the Enterprise and Regulatory Reform Act 2013
(a "Referral"); or
(B) the CMA, in accordance with section 73(2) of the Enterprise
Act 2002, formally accepting undertakings in lieu of a Referral
offered by Bidco, or a modified version of them; or
(C) the period within which the CMA is required to decide
whether the duty to make a Referral applies with respect to the
Acquisition or any matters arising therefrom has expired without
such a decision having been made;
GFSC Approval
(b) notification having been given (and not withdrawn, amended
or lapsed) in writing by the GFSC that it does not object to Bidco
and each other person who will become the holder of an "approved
supervised role" or "vetted supervised role" (each as defined in
sections 16A(1) and 16A(2), respectively, of the Guernsey Insurance
Law) of Risk Underwriting (Guernsey) Limited pursuant to the
Guernsey Insurance Law as a consequence of the Acquisition becoming
a holder of a vetted supervised role or an approved supervised role
(as applicable), in each case in accordance with sections 25 and
26, respectively, of the Guernsey Insurance Law;
CCPC Approval
(c) notification to the CCPC under Part 3 of the Irish
Competition Act being duly made in respect of the Acquisition and
either:
1. the CCPC informing the parties to the notification of its
determination under section 21(2)(a) of the Irish Competition Act
that the Acquisition may be put into effect without the CCPC
specifying any condition(s); or
2. the CCPC informing the parties to the notification of its
determination under section 21(2)(a) of the Irish Competition Act
that the Acquisition may be put into effect subject to any
condition(s) specified by the CCPC being complied with; or
3. the period specified in section 21(2) of the Irish
Competition Act having elapsed without the CCPC having informed the
parties of the determination it has made under section 21(2) of the
Irish Competition Act;
UK National Security Clearance
(d) a notification having been made and accepted under the NSI
Act and one of the following having occurred: (i) the Secretary of
State confirming before the end of the review period that no
further action will be taken in relation to the Acquisition; or
(ii) if the Secretary of State issues a call-in notice in relation
to the Acquisition, the parties receiving a final notification
pursuant to section 26(1)(b) of the NSI Act containing confirmation
that the Secretary of State will take no further action in relation
to the call-in notice and the Acquisition under the NSI Act; or
(iii) the Secretary of State making a final order pursuant to
section 26(1)(a) of the NSI Act in relation to the Acquisition,
save to the extent that such an order prohibits the
Acquisition;
Other Third Party clearances and Authorisations
(e) the waiver (or non-exercise within any applicable time
limits) by any relevant Third Party of any termination right, right
of pre-emption, first refusal or similar right (which is material
in the context of the Wider Wincanton Group taken as a whole)
arising as a result of or in connection with the Acquisition
including, without limitation, its implementation and financing or
the proposed direct or indirect acquisition of any shares or other
securities in, or control or management of, Wincanton by Bidco or
any member of the Wider Bidco Group;
(f) other than in relation to the matters referred to in
Conditions 3(a) to 3(d) (inclusive) above, all notifications,
filings or applications which are necessary having been made in
connection with the Acquisition and all relevant waiting and other
time periods (including any extensions thereof) under any
applicable legislation or regulation of any jurisdiction having
expired, lapsed or been terminated (as appropriate) and all
statutory and regulatory obligations in any jurisdiction having
been complied with, in each case, in respect of the Acquisition or
the acquisition by any member of the Wider Bidco Group of any
shares or other securities in, or control of, Wincanton or any
other member of the Wider Wincanton Group, where the consequence of
a failure to make such a notification, filing or application or to
wait for the expiry, lapse, or termination of any such waiting or
other time period would be unlawful in any jurisdiction;
(g) other than in relation to the matters referred to in
Conditions 3(a) to 3(d) (inclusive) above, (i) all Authorisations
deemed reasonably necessary by Bidco in any jurisdiction for or in
respect of the Acquisition (including, without limitation, its
implementation and financing) and, except pursuant to Chapter 3 of
Part 28 of the Companies Act, the acquisition or the proposed
acquisition of any shares or other securities in, or control or
management of, Wincanton or any other member of the Wider Wincanton
Group by any member of the Wider Bidco Group having been obtained
from all appropriate Third Parties or (without prejudice to the
generality of the foregoing) from any person or bodies with whom
any member of the Wider Wincanton Group or the Wider Bidco Group
has entered into contractual arrangements and (ii) all
Authorisations necessary, appropriate or desirable to carry on the
business of any member of the Wider Wincanton Group in any
jurisdiction which are material in the context of the Wider Bidco
Group or of the Wider Wincanton Group taken as a whole having been
obtained and, in each case, all such Authorisations remaining in
full force and effect and all filings necessary for such purpose
having been made and there being no notice or intimation of an
intention to revoke, suspend, restrict, modify or not to renew such
Authorisations at the time at which the Acquisition becomes
otherwise unconditional;
(h) other than in relation to the matters referred to in
Conditions 3(a) to 3(d) (inclusive) above, no Third Party having
given notice of a decision to take, institute, implement or
threaten any action, proceeding, suit, investigation, enquiry or
reference (and in each case, not having withdrawn the same), or
having required any action to be taken or otherwise having done
anything, or having enacted, made or proposed any statute,
regulation, decision, order or change to published practice or
having taken any other steps (and in each case, not having
withdrawn the same) which would reasonably be expected to:
1. require, prevent or materially delay the divestiture or
materially alter the terms envisaged for such divestiture by any
member of the Wider Bidco Group or by any member of the Wider
Wincanton Group of all or any portion of their respective
businesses, assets or property or impose any limitation on the
ability of any of them to conduct their businesses (or any part
thereof) or to own, control or manage any of their assets or
properties (or any part thereof) which, in any such case, is
material in the context of the Wider Bidco Group or of the Wider
Wincanton Group taken as a whole;
2. except pursuant to Chapter 3 of Part 28 of the Companies Act,
require any member of the Wider Bidco Group or the Wider Wincanton
Group to acquire or offer to acquire any shares, other securities
(or the equivalent) or interest in any member of the Wider
Wincanton Group or any asset owned by any Third Party (other than
in the implementation of the Acquisition) which is material in the
context of the Wider Wincanton Group or Wider Bidco Group taken as
a whole;
3. impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider Bidco Group
directly or indirectly to acquire, hold or to exercise effectively
all or any rights of ownership in respect of shares or other
securities in Wincanton or on the ability of any member of the
Wider Wincanton Group or any member of the Wider Bidco Group
directly or indirectly to hold or exercise effectively all or any
rights of ownership in respect of shares or other securities (or
the equivalent) in, or to exercise voting or management control
over, any member of the Wider Wincanton Group to an extent which is
material in the context of the Wider Wincanton Group taken as a
whole;
4. except as Disclosed, otherwise adversely affect any or all of
the business, assets, profits or prospects of any member of the
Wider Wincanton Group or any member of the Wider Bidco Group to an
extent which is material in the context of the Wider Bidco Group or
of the Wider Wincanton Group in either case taken as a whole;
5. result in any member of the Wider Wincanton Group or any
member of the Wider Bidco Group ceasing to be able to carry on
business under any name under which it presently carries on
business to an extent which is or would be material in the context
of the Wider Wincanton Group or the Wider Bidco Group taken as a
whole;
6. make the Acquisition, its implementation or the acquisition
or proposed acquisition of any shares or other securities in, or
control or management of, Wincanton by any member of the Wider
Bidco Group void, unenforceable and/or illegal under the laws of
any relevant jurisdiction, or otherwise, directly or indirectly
materially prevent or prohibit, restrict, restrain, or delay to a
material extent or otherwise materially interfere with the
implementation of, or impose material additional conditions or
obligations with respect to, or otherwise materially challenge,
impede or interfere with the Acquisition or the acquisition or
proposed acquisition of any shares or other securities in, or
control or management of, Wincanton by any member of the Wider
Bidco Group;
7. require, prevent or materially delay a divestiture by any
member of the Wider Bidco Group of any shares or other securities
(or the equivalent) in any member of the Wider Wincanton Group;
or
8. impose any limitation on the ability of any member of the
Wider Bidco Group or any member of the Wider Wincanton Group to
conduct, integrate or co-ordinate all or any part of its business
with all or any part of the business of any other member of the
Wider Bidco Group and/or the Wider Wincanton Group which is adverse
to and material in the context of the Wider Bidco Group or of the
Wider Wincanton Group in either case taken as a whole,
and all applicable waiting and other time periods (including any
extensions thereof) during which any such Third Party could decide
to take, institute, implement or threaten any such action,
proceeding, suit, investigation, enquiry or reference or take any
other step under the laws of any jurisdiction in respect of the
Acquisition or the acquisition or proposed acquisition of any
Wincanton Shares or otherwise intervene having expired, lapsed or
been terminated;
Certain matters arising as a result of any arrangement,
agreement, etc.
(i) except as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other
instrument to which any member of the Wider Wincanton Group is a
party or by or to which any such member or any of its assets is or
may be bound, entitled or be subject or any event or circumstance
which, as a consequence of the Acquisition or the acquisition or
the proposed acquisition by any member of the Wider Bidco Group of
any shares or other securities (or the equivalent) in Wincanton or
because of a change in the control or management of any member of
the Wider Wincanton Group or otherwise, might reasonably be expect
to result in any of the following to an extent which is material
and adverse in the context of the Wider Wincanton Group, or the
Wider Bidco Group, in either case taken as a whole:
1. any monies borrowed by, or any other indebtedness, actual or
contingent, of, or any grant available to, any member of the Wider
Wincanton Group being or becoming repayable, or capable of being
declared repayable, immediately or prior to its or their stated
maturity date or repayment date, or the ability of any such member
to borrow monies or incur any indebtedness being withdrawn or
inhibited or being capable of becoming or being withdrawn or
inhibited;
2. the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business,
property or assets of any member of the Wider Wincanton Group or
any such mortgage, charge or other security interest (whenever
created, arising or having arisen) becoming enforceable, other than
in the ordinary course of business;
3. any liability of any member of the Wider Wincanton Group to
make any severance, termination, bonus or other payment to any of
its directors or officers, other than in the ordinary course of
business;
4. the rights, liabilities, obligations, interests or business
of any member of the Wider Wincanton Group or any member of the
Wider Bidco Group under any such arrangement, agreement, lease,
licence, franchise, permit or other instrument or the interests or
business of any member of the Wider Wincanton Group or any member
of the Wider Bidco Group in or with any other person or body or
firm or company (or any agreement or arrangement relating to any
such interests or business) being terminated or adversely modified
or affected or any onerous obligation or liability arising or any
adverse action being taken or arising thereunder;
5. any member of the Wider Wincanton Group ceasing to be able to
carry on business under any name under which it presently carries
on business to an extent which is material in the context of the
Wider Wincanton Group taken as a whole;
6. the value of, or the financial or trading position or
prospects of, any member of the Wider Wincanton Group being
adversely affected; or
7. the creation or acceleration of any liability (actual or
contingent) by any member of the Wider Wincanton Group other than
trade creditors or other liabilities incurred in the ordinary
course of business or in connection with the Acquisition,
and no event having occurred which, under any provision of any
arrangement, agreement, licence, permit, franchise, lease or other
instrument to which any member of the Wider Wincanton Group is a
party or by or to which any such member or any of its assets are
bound, entitled or subject, would reasonably be expected to result
in any of the events or circumstances as are referred to in
Conditions 3(j) to 3(k);
Certain events occurring since 31 March 2023
(j) except as Disclosed, no member of the Wider Wincanton Group having since 31 March 2023:
1. except for shares issued under or pursuant to or in
connection with the exercise of options and the vesting of awards
under the Wincanton Share Plans and save as between Wincanton and
wholly-owned subsidiaries of Wincanton, issued or agreed to issue
or authorised or proposed or announced its intention to authorise
or propose the issue, of additional shares of any class, or
securities or securities convertible into, or exchangeable for, or
rights, warrants or options to subscribe for or acquire, any such
shares, securities or convertible securities or transferred or sold
or agreed to transfer or sell or authorised or proposed the
transfer or sale of Wincanton Shares out of treasury;
2. recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus, dividend or other distribution
(whether payable in cash or otherwise) other than dividends (or
other distributions whether payable in cash or otherwise) lawfully
paid or made by any member of the Wider Wincanton Group to another
member of the Wider Wincanton Group;
3. other than pursuant to the Acquisition (and except for
transactions between Wincanton and its wholly-owned subsidiaries or
between the wholly-owned subsidiaries of Wincanton and transactions
in the ordinary course of business) implemented, effected,
authorised or proposed or announced its intention to implement,
effect, authorise or propose any material merger, demerger,
reconstruction, amalgamation, scheme, commitment or acquisition or
disposal of assets or shares or loan capital (or the equivalent
thereof) in any undertaking or undertakings otherwise than in the
ordinary course of business;
4. (except for transactions between members of the Wider
Wincanton Group) disposed of, or transferred, mortgaged or created
any security interest over any material asset or any right, title
or interest in any material asset or authorised, proposed or
announced any intention to do so, in each case other than in the
ordinary course of business and to an extent which is material in
the context of the Wider Wincanton Group taken as a whole;
5. (except for transactions between members of the Wider
Wincanton Group) issued, authorised or proposed or announced an
intention to authorise or propose, the issue of or made any change
in or to the terms of any debentures or become subject to any
contingent liability or incurred or increased any indebtedness, in
each case other than in the ordinary course of business and to an
extent which is or would be material in the context of the Wider
Wincanton Group taken as a whole;
6. entered into or varied or authorised, proposed or announced
its intention to enter into or vary any contract, arrangement,
agreement, transaction or commitment (whether in respect of capital
expenditure or otherwise) except in the ordinary course of business
which is of a long-term, unusual or onerous nature or magnitude or
which is or which involves or could reasonably be expected to
involve an obligation of a nature or magnitude, in each case to an
extent which is material in the context of the Wider Wincanton
Group taken as a whole;
7. entered into any contract, transaction or arrangement which
would be restrictive on the business of any member of the Wider
Wincanton Group or the Wider Bidco Group other than of a nature and
extent which is normal in the context of the business
concerned;
8. entered into or varied in a material way the terms of, or
made any offer (which remains open for acceptance) to enter into or
vary to a material extent the terms of, any contract, service
agreement, commitment or arrangement with any director or senior
executive of any member of the Wider Wincanton Group, save for
salary increases, bonuses or variations of terms in the ordinary
course or as contemplated in the Co-operation Agreement;
9. proposed, agreed to provide or modified the terms of any of
the Wincanton Share Plans to the extent which is material in the
context of the Wider Wincanton Group taken as a whole, other than
as contemplated in the Co-operation Agreement;
10. proposed, agreed to provide or modified the terms of any
other share option scheme, incentive scheme or other benefit
constituting a material change relating to the employment or
termination of employment of a material category of persons
employed by the Wider Wincanton Group or which constitutes a
material change to the terms or conditions of employment of any
senior employee of the Wider Wincanton Group, save as agreed by the
Panel (if required) and by Bidco, or entered into or changed the
terms of any contract with any director or senior executive, other
than as contemplated in the Co-operation Agreement;
11. purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or, except in respect of the matters mentioned in
sub-paragraph 3(j)(1) above, made any other change to any part of
its share capital, in each case, to the extent which is material in
the context of the Wider Wincanton Group taken as a whole;
12. (except in the ordinary course of business) waived,
compromised or settled any claim which is material in the context
of the Wider Wincanton Group taken as a whole;
13. terminated or varied the terms of any agreement or
arrangement between any member of the Wider Wincanton Group and any
other person in a manner which would or might reasonably be
expected to have a material adverse effect on the financial
position of the Wider Wincanton Group taken as a whole;
14. (except as disclosed on publicly available registers) made
any material alteration to its memorandum or articles of
association or other incorporation documents;
15. except in relation to changes made or agreed as a result of,
or arising from, changes to legislation, made or agreed or
consented to any change to:
(A) the terms of the trust deeds and rules constituting the
pension scheme(s) established by any member of the Wider Wincanton
Group for its directors, employees or their dependents;
(B) the contributions payable to any such scheme(s) or to the
benefits which accrue, or to the pensions which are payable,
thereunder;
(C) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or
determined; or
(D) the basis upon which the liabilities (including pensions) of
such pension schemes are funded, valued, made, agreed or consented
to,
in each case, to the extent which is material in the context of
the Wider Wincanton Group taken as a whole;
16. been unable, or admitted in writing that it is unable, to
pay its debts or commenced negotiations with one or more of its
creditors with a view to rescheduling or restructuring any of its
indebtedness, or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened
to cease carrying on all or a substantial part of its business;
17. (other than in respect of a member of the Wider Wincanton
Group which is dormant and was solvent at the relevant time) taken
or proposed any steps or corporate action or had any legal
proceedings instituted or threatened against it in relation to the
suspension of payments, a moratorium of any indebtedness, its
winding-up (voluntary or otherwise), dissolution, reorganisation or
for the appointment of a receiver, administrator, manager,
administrative receiver, trustee or similar officer of all or any
of its assets or revenues or any analogous or equivalent steps or
proceedings in any jurisdiction or appointed any analogous person
in any jurisdiction or had any such person appointed, to the extent
which is material in the context of the Wider Wincanton Group taken
as a whole;
18. entered into, implemented or authorised the entry into, any
joint venture, asset or profit sharing arrangement, partnership or
merger of business or corporate entities, which is material in the
context of the Wider Wincanton Group taken as a whole;
19. on or after the Announcement Date and other than with the
consent of Wincanton and (if required) the Panel, having taken (or
agreed or proposed to take) any action which requires or would
require, the approval of Wincanton Shareholders in general meeting
in accordance with, or as contemplated by, Rule 21.1 of the Code;
or
20. entered into any agreement, arrangement, commitment or
contract or passed any resolution or made any offer (which remains
open for acceptance) with respect to or announced an intention to,
or to propose to, effect any of the transactions, matters or events
referred to in this Condition 3 (j);
No material adverse change, litigation, regulatory enquiry or
similar
(k) except as Disclosed, since 31 March 2023:
1. there having been no adverse change, and no circumstance
having arisen which would or might be expected to result in any
adverse change, in the business, assets, financial or trading
position or profits or prospects or operational performance of any
member of the Wider Wincanton Group which is material in the
context of the Wider Wincanton Group taken as a whole;
2. no litigation, arbitration proceedings, prosecution or other
legal proceedings having been threatened, announced or instituted
by or against or remaining outstanding against or in respect of,
any member of the Wider Wincanton Group or to which any member of
the Wider Wincanton Group is or may become a party (whether as
claimant, defendant or otherwise), in each case which has had or
might reasonably be expected to have a material adverse effect on
the Wider Wincanton Group taken as a whole;
3. no enquiry, review or investigation by, or complaint or
reference to, any Third Party against or in respect of any member
of the Wider Wincanton Group having been threatened, announced or
instituted or remaining outstanding by, against or in respect of
any member of the Wider Wincanton Group, in each case which has had
or might reasonably be expected to have a material adverse effect
on the Wider Wincanton Group taken as a whole;
4. no contingent or other liability of any member of the Wider
Wincanton Group having arisen or become apparent to Bidco or
increased which has had or might reasonably be expected to have a
material adverse effect on the Wider Wincanton Group taken as a
whole;
5. no member of the Wider Wincanton Group having conducted its
business in breach of any applicable laws and regulations and which
is material in the context of the Wider Wincanton Group as a whole;
and
6. no steps having been taken and no omissions having been made
which are reasonably likely to result in the withdrawal,
cancellation, termination or modification of any licence held by
any member of the Wider Wincanton Group which is necessary for the
proper carrying on of its business and the withdrawal,
cancellation, termination or modification of which has had, or
might reasonably be expected to have, a material adverse effect on
the Wider Wincanton Group taken as a whole;
No discovery of certain matters
(l) except as Disclosed, Bidco not having discovered:
1. that any financial, business or other information concerning
the Wider Wincanton Group publicly announced prior to the
Announcement Date by or on behalf of any member of the Wider
Wincanton Group prior to the Announcement Date is materially
misleading, contains a material misrepresentation of any fact, or
omits to state a fact necessary to make that information not
misleading and which was not subsequently corrected before the
Announcement Date either publicly or otherwise to Bidco or its
professional advisers, in any such case to an extent which is
material in the context of the Wider Wincanton Group taken as a
whole;
2. that any member of the Wider Wincanton Group or any
partnership, company or other entity in which any member of the
Wider Wincanton Group has a significant economic interest and which
is not a subsidiary undertaking of Wincanton is, otherwise than in
the ordinary course of business, subject to any liability,
contingent or otherwise, which is material in the context of the
Wider Wincanton Group taken as a whole;
3. any information which affects the import of any information
disclosed at any time by or on behalf of any member of the Wider
Wincanton Group and which is material in the context of the Wider
Wincanton Group taken as a whole;
4. that any past or present member of the Wider Wincanton Group
has not complied in any material respect with all applicable
legislation or regulation, of any jurisdiction with regard to the
use, treatment, handling, storage, carriage, disposal, spillage,
release, discharge, leak or emission of any waste or hazardous
substance or any substance likely to impair the environment or harm
human health or animal health or otherwise relating to
environmental matters or the health and safety of humans, or that
there has otherwise been any such use, treatment, handling,
storage, carriage, disposal, spillage, release, discharge, leak or
emission (whether or not the same constituted a non-compliance by
any person with any such legislation or regulations, and wherever
the same may have taken place) any of which storage, carriage,
disposal, spillage, release, discharge, leak or emission would be
likely to give rise to any liability (actual or contingent) or cost
on the part of any member of the Wider Wincanton Group and which is
material in the context of the Wider Wincanton Group taken as a
whole;
5. that there is, or is likely to be, for any reason whatsoever,
any liability (actual or contingent) of any past or present member
of the Wider Wincanton Group to make good, remediate, repair,
reinstate or clean up any property or any controlled waters now or
previously owned, occupied, operated or made use of or controlled
by any such past or present member of the Wider Wincanton Group (or
on its behalf) or by any person for which a member of the Wider
Wincanton Group is or has been responsible, or in which any such
member may have or previously have had or be deemed to have had an
interest, under any environmental legislation, common law,
regulation, notice, circular, Authorisation or order of any Third
Party and which is material in the context of the Wider Wincanton
Group taken as a whole or in the context of the Acquisition; or
6. that circumstances exist (whether as a result of announcing
or completing the Acquisition or otherwise) which would be
reasonably likely to lead to any Third Party instituting, or
whereby any member of the Wider Bidco Group or any present or past
member of the Wider Wincanton Group would be likely to be required
to institute, an environmental audit or take any other steps which
would in any such case be reasonably likely to result in any
liability (whether actual or contingent) to improve, modify
existing or install new plant, machinery or equipment or carry out
changes in the processes currently carried out or make good,
remediate, repair, re-instate or clean up any land or other asset
currently or previously owned, occupied or made use of by any past
or present member of the Wider Wincanton Group (or on its behalf)
or by any person for which a member of the Wider Wincanton Group is
or has been responsible, or in which any such member may have or
previously have had or be deemed to have had an interest which is
material in the context of the Wider Wincanton Group taken as a
whole; and
Anti-corruption, sanctions and criminal property
(m) except as Disclosed, Bidco not having discovered that:
1. (A) any past or present member, director, officer or employee
of the Wider Wincanton Group is or has at any time engaged in any
activity, practice or conduct which would constitute an offence
under the Bribery Act 2010, the US Foreign Corrupt Practices Act of
1977 or any other applicable anti-corruption or anti-bribery law,
rule or regulation or any other applicable law, rule, or regulation
concerning improper payments or kickbacks or (B) any person that
performs or has performed services for or on behalf of the Wider
Wincanton Group is or has at any time engaged in any activity,
practice or conduct in connection with the performance of such
services which would constitute an offence under the Bribery Act
2010, the US Foreign Corrupt Practices Act of 1977 or any other
applicable anti-corruption or anti-bribery law, rule or regulation
or any other applicable law, rule, or regulation concerning
improper payments or kickbacks;
2. any asset of any member of the Wider Wincanton Group
constitutes criminal property as defined by section 340(3) of the
Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that
definition) or proceeds of crime under any other applicable law,
rule or regulation concerning money laundering or proceeds of crime
or any member of the Wider Wincanton Group is found to have engaged
in activities constituting money laundering under any applicable
law, rule or regulation concerning money laundering;
3. any past or present member, director, officer or employee of
the Wider Wincanton Group, or any other person for whom any such
person may be liable or responsible, is or has engaged in any
conduct which would violate applicable economic sanctions or dealt
with, made any investments in, made any funds or assets available
to or received any funds or assets from:
(A) any government, entity or individual in respect of which US,
UK or European Union persons, or persons operating in those
territories, are prohibited from engaging in activities or doing
business, or from receiving or making available funds or economic
resources, by US, UK or European Union laws or regulations,
including the economic sanctions administered by the United States
Office of Foreign Assets Control or HM Treasury; or
(B) any government, entity or individual targeted by any of the
economic sanctions of the United Nations, the United States, the
United Kingdom, the European Union or any of its member states,
save that this shall not apply if and to the extent that it is or
would be unenforceable by reason of breach of any applicable
blocking law;
4. any past or present member, director, officer or employee of
the Wider Wincanton Group, or any other person for whom any such
person may be liable or responsible:
(A) has engaged in conduct which would violate any relevant
anti-terrorism laws, rules or regulations;
(B) has engaged in conduct which would violate any relevant
anti-boycott law, rule, or regulation or any applicable export
controls, including but not limited to the Export Administration
Regulations administered and enforced by the United States
Department of Commerce or the International Traffic in Arms
Regulations administered and enforced by the United States
Department of State;
(C) has engaged in conduct which would violate any relevant
laws, rules, or regulations concerning human rights, including but
not limited to any law, rule, or regulation concerning false
imprisonment, torture or other cruel and unusual punishment, or
child labour; or
(D) is debarred or otherwise rendered ineligible to bid for or
to perform contracts for or with any government, governmental
instrumentality, or international organisation or found to have
violated any applicable law, rule or regulation concerning
government contracting or public procurement; or
5. any member of the Wider Wincanton Group is or has been
engaged in any transaction which would cause Bidco to be in breach
of any law or regulation upon its acquisition of Wincanton,
including but not limited to the economic sanctions of the United
States Office of Foreign Assets Control, HM Treasury or any other
relevant government authority.
Part B: Certain further terms of the Acquisition
1. Subject to the requirements of the Panel, Bidco reserves the
right in its sole discretion to waive, in whole or in part, all or
any of the Conditions set out in Part A of Appendix 1, except
Conditions 1, 2(a)(i), 2(b)(i) and 2(c)(i) which cannot be waived.
If any of Conditions 2(a)(ii), 2(b)(ii) or 2(c)(ii) is not
satisfied by the relevant deadline specified in the relevant
Condition, Bidco will make an announcement by 8.00 a.m. (London
time) on the Business Day following such deadline confirming
whether it has invoked the relevant Condition, waived the relevant
deadlines or agreed with Wincanton to extend the relevant
deadline.
2. Without prejudice to the provision of the Co-operation
Agreement, Bidco will be under no obligation to waive (if capable
of waiver), to determine to be or remain satisfied or to treat as
fulfilled any of the Conditions set out in paragraphs 3(a) to 3(d)
of Part A of this Appendix I (inclusive) by a date earlier than the
latest date for the fulfilment or waiver of that Condition
specified above, notwithstanding that the other Conditions may at
such earlier date have been waived or fulfilled and that there are
at such earlier date no circumstances indicating that any of such
Conditions may not be capable of fulfilment.
3. Under Rule 13.5(a) of the Code, Bidco may not invoke a
Condition so as to cause the Acquisition not to proceed, to lapse
or to be withdrawn unless the circumstances which give rise to the
right to invoke the Condition are of material significance to Bidco
in the context of the Acquisition. Bidco may only invoke a
Condition that is subject to Rule 13.5(a) of the Code with the
consent of the Panel and any Condition that is subject to Rule
13.5(a) of the Code may be waived by Bidco. Condition 1 (subject to
Rule 12 of the Code), Conditions 2(a)(i), 2(b)(i) and 2(c)(i) of
Part A of this Appendix I are not subject to this provision of the
Code.
4. Each of the Conditions is to be regarded as a separate
Condition and shall not be limited by reference to any other
Condition.
5. The Wincanton Shares acquired under the Acquisition will be
acquired fully paid and free from all liens, equities, charges,
encumbrances, options, rights of pre-emption and any other third
party rights and interests of any nature and together with all
rights attaching thereto at the Effective Date, including, without
limitation, voting rights and the right to receive and retain in
full all dividends and other distributions (if any) declared, made
or paid, or any other return of capital (whether by reduction of
share capital or share premium account or otherwise) made on or
after the Effective Date.
6. If, on or after the Announcement Date and prior to or on the
Effective Date, any dividend, distribution or other return of
capital is declared, paid or made or becomes payable by Wincanton
with a record date prior to or on the Effective Date, (without
prejudice to any right of Bidco, with the consent of the Panel, to
invoke the Condition set out in paragraph 3(j)(2) of Part A of this
Appendix I) the consideration payable under the Acquisition will be
automatically reduced to reflect the aggregate amount of such
dividend, distribution or other return of capital. In such
circumstances, Wincanton Shareholders would be entitled to receive
and retain any such dividend, distribution or other return of
capital declared, made or paid.
If and to the extent that any such dividend, distribution or
other return of capital is paid or made on or prior to the
Effective Date and the consideration payable under the Acquisition
is automatically reduced, any reference in this Announcement to the
consideration payable under the terms of the Acquisition will be
deemed to be a reference to the consideration as so reduced.
If and to the extent that any such dividend, distribution or
other return of capital has been declared or announced but not paid
or made or is not payable by reference to a record date on or prior
to the Effective Date or the shares on which the dividend,
distribution or other return of capital is declared or announced
will be (i) transferred pursuant to the Acquisition on a basis
which entitles Bidco to receive the dividend, distribution or other
return of capital and to retain it; or (ii) cancelled, the
consideration payable under the terms of the Acquisition will not
be subject to change in accordance with this paragraph 6.
Any automatic reduction of the consideration payable under the
Acquisition pursuant to this paragraph 6 will be the subject of an
announcement and, for the avoidance of doubt, shall not be regarded
as constituting any revision or variation of the Acquisition.
7. Bidco reserves the right to elect (with the consent of the
Panel, and subject to the terms of the Co-operation Agreement) to
implement the Acquisition by way of a Takeover Offer for the
Wincanton Shares as an alternative to the Scheme. In such event,
the Takeover Offer will be implemented on the same terms and
conditions, so far as applicable, and subject to the terms of the
Co-operation Agreement, as those which would apply to the Scheme,
subject to appropriate amendments including, an acceptance
condition set at 75 per cent. of the Wincanton Shares to which such
Takeover Offer relates (or such lesser percentage, being more than
50 per cent. of Wincanton Shares carrying voting rights, as Bidco
may decide with the consent of Wincanton and the Panel may permit,
and subject to the terms of the Co-operation Agreement). Further,
if such Takeover Offer becomes or is declared unconditional and
sufficient acceptances in respect of such Takeover Offer are
received and/or sufficient Wincanton Shares are otherwise acquired,
it is the intention of Bidco to apply the provisions of Chapter 3
of Part 28 of the Companies Act to acquire compulsorily any
outstanding Wincanton Shares to which such Takeover Offer
relates.
8. If Bidco is required by the Panel to make an offer for
Wincanton Shares under the provisions of Rule 9 of the Code, Bidco
may make such alterations to any of the Conditions and terms of the
Acquisition as are necessary to comply with the provisions of that
Rule.
9. The availability of the Acquisition to persons not resident
in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are resident. Persons who are not
resident in the United Kingdom should inform themselves about and
observe any applicable requirements.
10. The Acquisition is not being made, directly or indirectly,
in, into or from, or by use of the mails of, or by any means of
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or
other securities exchange of, any jurisdiction where to do so would
violate the laws of that jurisdiction.
11. The Acquisition is governed by the laws of England and Wales
and is subject to the jurisdiction of the English courts and to the
Conditions and further terms set out in this Appendix I. The
Acquisition is subject to the applicable requirements of the Code,
the Panel, the London Stock Exchange, the Financial Conduct
Authority, the Listing Rules and the Registrar of Companies.
APPIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this Announcement, unless otherwise stated or the context
otherwise requires, the following sources and bases have been
used:
1. Any references to the issued and to be issued share capital of Wincanton are based on:
(a) 124,543,670 Wincanton Shares in issue on 18 January 2024
(being the Latest Practicable Date); plus
(b) 1,429,370 Wincanton Shares which are expected to be issued
following the exercise and/or vesting of Wincanton Share Awards
assuming the Scheme becomes Effective prior to the Long Stop Date
net of shares held in the Wincanton Employee Benefit Trust and as
further described in paragraph 3 of Schedule 2 to the Co-Operation
Agreement;
2. the value of the Acquisition of GBP566.9 million is based on
the Acquisition Price of 450 pence per Wincanton Share and is
calculated on the basis of the issued and to be issued share
capital of Wincanton (as set out in paragraph 1 of this Appendix
II);
3. the enterprise value of GBP764.9 million (on an IFRS 16
basis) is calculated by reference to the value of the Acquisition
set out in paragraph 2 of this Appendix II, less cash of GBP20.6
million as at 30 September 2023, plus gross debt of GBP5 million
and lease liabilities of GBP213.6 million as at 30 September
2023;
4. the implied enterprise value multiple of approximately 11.7
times underlying EBIT (on an IFRS 16 basis) is calculated by
reference to the enterprise value set out in paragraph 3 of this
Appendix II, divided by Wincanton's underlying EBIT for the
12-month period ended on 30 September 2023 of GBP65.2 million (on
an IFRS 16 basis);
5. the implied enterprise value multiple of approximately 6.8
times underlying EBITDA (on an IFRS 16 basis) is calculated by
reference to the enterprise value set out in paragraph 3 of this
Appendix II, divided by Wincanton's underlying EBITDA for the
12-month period ended on 30 September 2023 of GBP112.9 million (on
an IFRS 16 basis);
6. unless otherwise stated, financial information relating to
Wincanton has been extracted without material adjustment from the
audited consolidated financial statements of Wincanton for the
financial year ended on 31 March 2023 and from the announcement of
Wincanton's half year results for the six-month period ended on 30
September 2023;
7. unless otherwise stated, all prices for Wincanton Shares are
the Closing Price for the relevant date; and
8. the Closing Prices are the closing middle market prices of a
Wincanton Share on a particular trading day as derived from
Bloomberg data for the purpose of calculations of the
volume-weighted average price.
APPIX III
DETAILS OF IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT
Irrevocable undertakings given by Wincanton Directors
Name of Wincanton Director / family Number of Wincanton Shares in Percentage of Wincanton's issued
member / related trust respect of which undertaking is share capital (%)
given
Sir Martin Read CBE 58,016 0.05
------------------------------------- --------------------------------------
James Wroath 33,464 0.03
------------------------------------- --------------------------------------
Deborah Lentz 10,022 0.01
------------------------------------- --------------------------------------
John Pattullo OBE 8,000 0.01
------------------------------------- --------------------------------------
Gillian Barr 8,000 0.01
------------------------------------- --------------------------------------
Anthony Bickerstaff 8,000 0.01
------------------------------------- --------------------------------------
Mihiri Jayaweera 8,000 0.01
------------------------------------- --------------------------------------
Thomas Hinton 716 0.00
------------------------------------- --------------------------------------
These Wincanton Directors have given irrevocable undertakings to
vote (or to procure the vote) in favour of the Scheme at the Court
Meeting and the Resolution(s) to be proposed at the General Meeting
or, in the event the Acquisition is to be effected by way of a
Takeover Offer, to accept (or procure the acceptance of) such
Takeover Offer in accordance with the procedure set out in the
relevant offer document containing such Takeover Offer.
These irrevocable undertakings cease to be binding: (i) if Bidco
announces, with the consent of the Panel, that it does not intend
to make or proceed with the Acquisition, unless Bidco has announced
a valid and binding election to implement the Acquisition by way of
a Takeover Offer and Bidco goes on to announce a Takeover Offer in
accordance with Rule 2.7 of the Code within five Business Days of
such announcement; (ii) if the Scheme lapses or is withdrawn,
unless Bidco has announced a valid and binding election to
implement the Acquisition by way of a Takeover Offer and Bidco goes
on to announce a Takeover Offer in accordance with Rule 2.7 of the
Code within five Business Days of such announcement; (iii) the
Scheme has not become effective by 11.59 p.m. (London time) on the
Long Stop Date; or (iv) on the date on which any competing offer
for the entire issued and to be issued share capital of Wincanton
is declared wholly unconditional or, if proceeding by way of scheme
of arrangement under Part 26 or Part 26A of the Companies Act,
becomes effective.
Letters of intent given by Wincanton Shareholders
Name of Wincanton Shareholder Number of Wincanton Shares in Percentage of Wincanton's issued
respect of which the letter of share capital (%)
intent is given
Schroder Investment Management
Limited 5,522,188 4.43
------------------------------------- --------------------------------------
Polar Capital LLP 3,161,043 2.54
------------------------------------- --------------------------------------
Bidco has received letters of intent from the above named
Wincanton Shareholders stating their intention to vote (or to
procure the vote) in favour of the Scheme at the Court Meeting and
the Resolution(s) to be proposed at the General Meeting or, in the
event the Acquisition is effected by way of a Takeover Offer, to
accept (or procure the acceptance of) the Takeover Offer in
accordance with the procedure set out in the relevant offer
document containing such Takeover Offer.
The letters of intent are non-binding and do not oblige the
relevant Wincanton Shareholder to vote in any manner in connection
with the Acquisition.
APPIX IV
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context requires otherwise:
"2018 LTIP" the Wincanton 2018 Long Term Incentive
Plan, as amended from time to time;
"2020 LTIP" the Wincanton 2020 Long Term Incentive
Plan, as amended from time to time;
"2023 LTIP" the Wincanton 2023 Long Term Incentive
Plan, as amended from time to time;
"Acquisition" the recommended acquisition being made
by Bidco to acquire the entire issued,
and to be issued, share capital of Wincanton
at the Acquisition Price in cash to be
effected by means of the Scheme or (should
Bidco so elect, subject to the consent
of the Panel) by means of a Takeover Offer
and, in either case, where the context
admits, any subsequent variation, revision,
extension or renewal thereof;
"Acquisition Price" 450 pence per Wincanton Share;
"Amended Wincanton Articles" the articles of association of Wincanton
as at the Announcement Date, as amended
to incorporate provisions requiring, among
other things, any Wincanton Shares issued
after the Scheme Record Time (other than
to Bidco and/or its nominees) to be automatically
transferred to Bidco on the same terms
as the Acquisition (other than to timings
and formalities), such proposed amendments
to be set out in full in the notice of
the General Meeting;
"Announcement" this announcement made in accordance with
Rule 2.7 of the Code;
"Announcement Date" 19 January 2024;
"Authorisations" authorisations, orders, recognitions,
grants, consents, clearances, determinations,
confirmations, certificates, licences,
permissions, exemptions or approvals,
in each case of a Third Party;
"Awards" the Wincanton Share Awards granted under
the LTIP and the DSBP;
"Bidco" CEVA Logistics UK Rose Limited;
"Board" the board of directors of the relevant
company;
"Business Day" a day (other than Saturdays, Sundays and
public holidays in England) on which banks
are open for business in the City of London;
"Cash Consideration" the Acquisition Price payable in cash
by Bidco under the Acquisition in respect
of each Wincanton Share, as may be adjusted
in accordance with the terms of the Acquisition
as set out in this Announcement;
"CCPC" the Irish Competition and Consumer Protection
Commission;
"CEVA" CEVA Logistics S.A.;
"CEVA Group" CEVA and its subsidiary undertakings and,
where the context permits, each of them
and "member of the CEVA Group" shall be
construed accordingly;
"Closing Price" the closing middle market price of a Wincanton
Share on a particular trading day as derived
from the Daily Official List;
"CMA" the UK Competition and Market Authority;
"CMA CGM" CMA CGM S.A.;
"CMA CGM Group" CMA CGM and its subsidiary undertakings
and, where the context permits, each of
them and "member of the CMA CGM Group"
shall be construed accordingly;
"Code" the City Code on Takeovers and Mergers;
"Combined Group" the enlarged group comprising the Wider
Wincanton Group and the Wider Bidco Group
following completion of the Acquisition;
"Companies Act" the Companies Act 2006, as amended;
"Conditions" the conditions to the implementation of
the Acquisition, as set out in Appendix
I to this Announcement and to be set out
in the Scheme Document;
"Confidentiality Agreement" the confidentiality agreement entered
into between Wincanton and CMA CGM on
13 December 2023;
"Co-operation Agreement" the co-operation agreement entered into
between Wincanton and Bidco on the Announcement
Date;
"Court" the High Court of Justice in England and
Wales;
"Court Hearing" the hearing of the Court to sanction the
Scheme under section 899 of the Companies
Act and, if such hearing is adjourned,
reference to commencement of any such
hearing shall mean the commencement of
the final adjournment thereof;
"Court Meeting" the meeting or meetings of Scheme Shareholders
to be convened pursuant to an order of
the Court under section 896 of the Companies
Act for the purpose of considering and,
if thought fit, approving the Scheme (with
or without amendment), including any adjournment
thereof, notice of which is to be contained
in the Scheme Document;
"Court Order" the order of the Court sanctioning the
Scheme under section 899 of the Companies
Act;
"CREST" the system for the paperless settlement
of trades in securities and the holding
of uncertificated securities operated
by Euroclear UK and International Limited;
"Daily Official List" the Daily Official List published by the
London Stock Exchange;
"Dealing Disclosure" has the same meaning as in Rule 8 of the
Code;
"Disclosed" the information disclosed by, or on behalf,
of Wincanton: (i) in the annual report
and accounts of the Wincanton Group for
the financial year ended 31 March 2023;
(ii) in any other announcement to a Regulatory
Information Service by, or on behalf of,
Wincanton prior to the Announcement Date;
(iii) filings made with the Registrar
of Companies and appearing on Wincanton's
file at Companies House within the two
years ending on the Announcement Date;
(iv) as otherwise fairly disclosed in
the written replies, correspondence, documentation
and information provided prior to the
Announcement Date to CMA CGM, Bidco (or
their advisers engaged in connection with
the Acquisition) by or on behalf of Wincanton
(or its advisers engaged in connection
with the Acquisition); (v) orally in meetings
and calls by Wincanton management prior
to the date of this Announcement to Bidco
or Bidco's advisers (in their capacity
as such); or (vi) in this Announcement;
"Disclosure Guidance and the Disclosure Guidance and Transparency
Transparency Rules" Rules sourcebook issued by the FCA (as
amended from time to time);
"DSBP" the Wincanton Deferred Share Bonus Plan;
"EBIT" earnings before interest and tax;
"EBITDA" earnings before interest, tax, depreciation
and amortisation;
"Effective" (i) if the Acquisition is implemented
by way of the Scheme, the Scheme having
become effective in accordance with its
terms; or (ii) if the Acquisition is implemented
by way of a Takeover Offer, the Takeover
Offer having been declared, or become,
wholly unconditional in accordance with
the requirements of the Code;
"Effective Date" the date on which the Scheme becomes Effective;
"Excluded Shares" any Wincanton Shares (i) registered in
the name of, or beneficially owned by,
Bidco or any other member of the Wider
Bidco Group or their respective nominees
or (ii) held in treasury by Wincanton,
in each case at the Scheme Record Time;
"FSMA" the Financial Services and Markets Act
2000, as amended;
"FY24 Wincanton Profit has the meaning given to it in paragraph
Forecast" 12 of this Announcement;
"General Meeting" the general meeting of Wincanton Shareholders
to be convened in connection with the
Scheme to consider and, if thought fit,
approve the Resolution(s) (with or without
amendment) including any adjournment,
postponement or reconvening thereof;
"GFSC" the Guernsey Financial Services Commission;
"Guernsey Insurance Law" the Insurance Business (Bailiwick of Guernsey)
Law, 2002;
"Irish Competition Act" the Irish Competition Act 2002 (as amended);
"Latest Practicable Date" 18 January 2024, the last Business Day
prior to the Announcement Date;
"Listing Rules" the listing rules made by the Financial
Conduct Authority under Part 6 of FSMA,
as amended from time to time;
"London Stock Exchange" London Stock Exchange plc;
"Long Stop Date" 19 January 2025 (or such later date (if
any) as Bidco and Wincanton may agree
in writing and (if required) the Panel
and the Court may approve);
"LTIP" the 2018 LTIP, the 2020 LTIP and the 2023
LTIP;
"Market Abuse Regulation" Regulation (EU) No.596/2014 of the European
Parliament and of the Council of 16 April
2014 on market abuse, as applicable in
the UK by virtue of section 3 of the European
Union (Withdrawal) Act 2018, as amended
from time to time (including by the Market
Abuse (Amendment) (EU Exit) Regulations
2019 (SI 2019/310));
"Meetings" the Court Meeting and the General Meeting
and "Meeting" means either of them;
"NSI Act" the UK National Security and Investment
Act 2021, together with all associated
secondary legislation and regulatory rules;
"Offer Period" the offer period (as defined in the Code)
relating to Wincanton, which commenced
on the Announcement Date;
"Official List" the official list maintained by the FCA
pursuant to Part 6 of FSMA;
"Opening Position Disclosure" has the same meaning as in Rule 8 of the
Code;
"Overseas Shareholders" Wincanton Shareholders (or nominees of,
or custodians or trustees for Wincanton
Shareholders) not resident in, or nationals
or citizens of, the United Kingdom;
"Panel" the Panel on Takeovers and Mergers;
"Pension Scheme" the Wincanton Pension Scheme;
"Referral" has the meaning given to it in paragraph
3(a)(2)(A) of Part A of Appendix I to
this Announcement;
"Registrar of Companies" the Registrar of Companies in England
and Wales;
"Regulatory Information a service approved by the London Stock
Service" Exchange for the distribution to the public
of announcements and included within the
list maintained on the London Stock Exchange's
website;
"relevant securities" relevant securities (as defined in the
Code) of Wincanton;
"Resolution(s)" the resolution(s) related to the Acquisition
to be proposed at the General Meeting
to implement the Scheme including, among
other things, to approve the Scheme, adopt
the Amended Wincanton Articles and such
other matters as may be necessary to implement
the Scheme;
"Restricted Jurisdiction" any jurisdiction where local law or regulation
may result in a significant risk of civil,
regulatory or criminal exposure if information
concerning the Acquisition is sent or
made available to Wincanton Shareholders
in that jurisdiction;
"Scheme" the scheme of arrangement proposed to
be made under Part 26 of the Companies
Act between Wincanton and the Scheme Shareholders,
with or subject to any modification, addition
or condition approved or imposed by the
Court and agreed to by Wincanton and Bidco;
"Scheme Document" the document to be sent to Wincanton Shareholders
containing, amongst other things, the
Scheme and the notices convening the Court
Meeting and the General Meeting;
"Scheme Record Time" the time and date specified in the Scheme
Document;
"Scheme Shareholders" the holders of Scheme Shares;
"Scheme Shares" all Wincanton Shares:
1. in issue at the date of the Scheme
Document;
2. (if any) issued after the date of the
Scheme Document but before the Scheme
Voting Record Time; and
3. (if any) issued at or after the Scheme
Voting Record Time and at or before the
Scheme Record Time on terms that the original
or any subsequent holders thereof are
bound by the Scheme or in respect of which
such holders are, or shall have agreed
in writing to be, so bound,
in each case remaining in issue at the
Scheme Record Time and excluding the Excluded
Shares;
"Scheme Voting Record the date and time to be specified in the
Time" Scheme Document by which entitlement to
vote at the Court Meeting will be determined;
"Significant Interest" in relation to an undertaking, a direct
or indirect interest of 20 per cent. or
more of the total voting rights conferred
by the equity share capital (as defined
in section 548 of the Companies Act) of
such undertaking;
"SIP" the Wincanton Share Incentive Plan 2003;
"Takeover Offer" should the Acquisition be implemented
by way of a takeover offer (as defined
in Chapter 3 of Part 28 of the Companies
Act), the offer to be made by or on behalf
of Bidco to acquire the entire issued
and to be issued share capital of Wincanton
and, where the context admits, any subsequent
revision, variation, extension or renewal
of such offer;
"Third Party" each of a central bank, government or
governmental, quasi-governmental, supranational,
statutory, regulatory, administrative,
fiscal, anti-trust or investigative body,
court, trade agency, association, institution,
environmental body, employee representative
body or any other body or person whatsoever
in any jurisdiction;
"United Kingdom" or "UK" the United Kingdom of Great Britain and
Northern Ireland;
"United States" or "US" the United States of America, its territories
and possessions, any state of the United
States of America, the District of Columbia
and all other areas subject to its jurisdiction
and any political sub-division thereof;
"US Exchange Act" US Securities Exchange Act of 1934, as
amended;
"Wider Bidco Group" CMA CGM and its subsidiary undertakings,
associated undertakings and any other
body corporate, partnership, joint venture
or person in which CMA CGM and/or such
undertakings (aggregating their interests)
have a Significant Interest and "member
of the Wider Bidco Group" shall be construed
accordingly;
"Wider Wincanton Group" Wincanton and its subsidiary undertakings,
associated undertakings and any other
body corporate, partnership, joint venture
or person in which Wincanton and/or such
undertakings (aggregating their interests)
have a Significant Interest and "member
of the Wider Wincanton Group" shall be
construed accordingly;
"Wincanton" Wincanton plc;
"Wincanton Directors" the directors of Wincanton;
"Wincanton Group" Wincanton and its subsidiary undertakings
and, where the context permits, each of
them and "member of the Wincanton Group"
shall be construed accordingly;
"Wincanton Share Award" an option or a conditional award to acquire
Wincanton Shares granted pursuant to the
LTIP or the DSBP;
"Wincanton Share Plans" the LTIP, the DSBP and the SIP;
"Wincanton Shareholders" the holders of Wincanton Shares; and
or "Shareholders"
"Wincanton Shares" ordinary shares of 10 pence each in the
capital of Wincanton.
For the purposes of this Announcement, "subsidiary", "subsidiary
undertaking" and "undertaking" have the respective meanings given
thereto by the Companies Act and "associated undertaking" has the
meaning given by paragraph 19 of Schedule 6 to the Large and
Medium-sized Companies and Groups (Accounts and Reports)
Regulations 2008, other than paragraph 19(1)(b) of Schedule 6 to
those regulations which shall be excluded for this purpose.
All reference to "underlying" results referred to in this
Announcement represent statutory measures adjusted for items which
Wincanton management considered at the time of reporting could
distort the understanding of performance and comparability year on
year.
All references to "pounds", "pounds Sterling", "Sterling",
"GBP", "GBP", "pence", "penny" and "p" are to the lawful currency
of the United Kingdom.
All references to "dollars", "USD", "US$" and "$" are to the
lawful currency of the United States of America.
All the times referred to in this Announcement are London times
unless otherwise stated. References to the singular include the
plural and vice versa.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
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use the personal data you provide us, please see our Privacy
Policy.
END
ACQGPUAWGUPCUQB
(END) Dow Jones Newswires
January 19, 2024 02:00 ET (07:00 GMT)
Wincanton (AQSE:WIN.GB)
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Wincanton (AQSE:WIN.GB)
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