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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date of Report
(date of earliest event reported): March 6, 2024
GXO LOGISTICS, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-40470 |
|
86-2098312 |
(State
or other jurisdiction of
incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer Identification
Number) |
Two
American Lane
Greenwich,
Connecticut |
|
06831 |
(Address of principal executive
offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (203)
489-1287
Not Applicable
(Former name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
|
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant
to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
Common stock, par value $0.01 per share |
|
GXO |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
Item 7.01. |
Regulation FD Disclosure. |
On March 6, 2024, GXO
Logistics, Inc. (the “Company”) issued an announcement (the “Switch Announcement”) relating to the previously
announced cash offer to acquire the entire issued and to be issued share capital of Wincanton plc (“Wincanton”) (the “Acquisition”).
In the Switch Announcement, the Company disclosed that it has elected, with the consent of Wincanton and the U.K. Panel on Takeovers and
Mergers, to implement the Acquisition by way of a recommended scheme of arrangement (the “Scheme”) under Part 26 of the UK
Companies Act 2006.
A copy of the Switch
Announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished
in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed
to be incorporated by reference into any filing of the Company under the Exchange Act or the Securities Act of 1933, as amended, except
to the extent that the registrant specifically incorporates any such information by reference.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: March 6, 2024 |
GXO Logistics, Inc. |
|
|
|
By: |
/s/ Karlis P. Kirsis |
|
|
Chief Legal Officer |
Exhibit 99.1
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 THAT JURISDICTION
FOR IMMEDIATE RELEASE
6 March 2024
RECOMMENDED CASH ACQUISITION
of
Wincanton plc (“Wincanton”)
by
GXO Logistics, Inc. (“GXO”)
Switch from a takeover offer to a scheme of
arrangement
Intention to indefinitely adjourn CMA CGM Offer
Shareholder Meetings
On 26 February 2024, the boards of directors of
Wincanton and CEVA Logistics UK Rose Limited (“CMA CGM”), a wholly-owned subsidiary of CEVA Logistics S.A. (itself a subsidiary
of CMA CGM S.A.) made an announcement (the “Supplementary Scheme Announcement”) that they had reached agreement on the terms
of an increased and final recommended cash offer for the entire issued and to be issued ordinary share capital of Wincanton, for an offer
price of 480 pence in cash for each Wincanton Share (the “CMA CGM Revised Offer”).
On 29 February 2024, GXO announced its firm intention
to make a cash offer to acquire the entire issued and to be issued share capital of Wincanton (the “Acquisition”) for an offer
price of 605 pence in cash per Wincanton Share (the “GXO Offer”), to be effected by means of a takeover offer as defined in
Part 28 of the Companies Act (the “Rule 2.7 Announcement”).
On 1 March 2024, the board of Wincanton announced
the Wincanton Directors’ intention to recommend the GXO Offer and, accordingly, that they had withdrawn their recommendation of
the CMA CGM Revised Offer.
GXO and Wincanton acknowledge the announcement
made by CMA CGM yesterday, following the Wincanton Directors' change in recommendation, that:
| · | it will not set aside
the no price increase statement in the Supplementary Scheme Announcement; |
| · | it will not switch to
a takeover offer (as defined in section 974 of the Companies Act) in respect of Wincanton; and |
| · | it is CMA CGM's intention
that the CMA CGM Revised Offer will lapse in due course. |
Accordingly, it is intended that the CMA CGM Offer
Shareholder Meetings (as defined below) will be adjourned indefinitely in order to allow the GXO Offer to proceed. See paragraph “Indefinite
adjournment of the CMA CGM Offer Shareholder Meetings” below for further information.
Switch of GXO Offer to a scheme of arrangement
The GXO Directors welcome the Wincanton
Directors’ intention to recommend the GXO Offer and to support GXO to implement the Acquisition by way of a Scheme.
Accordingly, GXO has elected, with the consent of Wincanton and the Panel, to implement the Acquisition by way of a recommended
scheme of arrangement under Part 26 of the Companies Act.
Conditions to the GXO Offer
Save where set out in this Announcement, the terms
and conditions of the Acquisition remain unchanged from those set out in the Rule 2.7 Announcement (subject to appropriate amendments
to reflect the change in structure by which the Acquisition is to be implemented, being by a scheme of arrangement rather than the Offer).
The amended conditions will be set out in full in the Scheme Document.
The Acquisition is conditional on, among other
things, (a) a resolution to approve the Scheme being passed by a majority in number representing 75 per cent. in value of the Wincanton
Shareholders present and voting (and entitled to vote) at the meeting summoned under section 896 of the Companies Act, either in person
or by proxy (the “Court Meeting”); (b) the resolutions required to implement the Scheme being passed by the requisite majority
of Wincanton Shareholders at a general meeting (the “General Meeting”); and (c) the sanction of the Scheme by the High Court
of Justice in England and Wales. The Acquisition is no longer conditional on the Acceptance Condition.
GXO Offer timetable
Full details of the Scheme, including an indicative
timetable for its implementation and the necessary action to be taken by Wincanton Shareholders and together with notices of the Court
Meeting and the General Meeting, will be set out in a scheme document (the “Scheme Document”), which is expected to be posted
to Wincanton Shareholders and, for information only, to persons with information rights as soon as reasonably practicable and, in any
event by 28 March 2024, being within 28 days of the Rule 2.7 Announcement (or such later time as the Panel, GXO and Wincanton may agree).
The Scheme is expected to become Effective in
mid-Q2 2024.
GXO Offer irrevocable undertakings
All of the irrevocable undertakings described
in the Rule 2.7 Announcement and the separate announcement made by GXO on 29 February 2024 regarding shareholder support for the Acquisition
continue to remain valid in relation to the Scheme. These commitments comprise irrevocable undertakings in respect of, in aggregate, 42,395,691
Wincanton Shares and representing approximately 34.0 per cent. of the issued share capital of Wincanton as at 5 March 2024.
GXO Offer: 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 for the cancellation of trading of Wincanton Shares on the
London Stock Exchange’s main market for listed securities and to the FCA for the cancellation of listing of Wincanton Shares on
the Official List. It is expected that such cancellation of admission to trading and 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 Wincanton Shares
on the Official List, Wincanton will be re-registered as a private limited company under the relevant provisions of the Companies Act.
Indefinite adjournment of the CMA CGM Offer
Shareholder Meetings
Further to the announcement by Wincanton on
1 March 2024 of the withdrawal by the Wincanton Directors of their recommendation of the CMA CGM Revised Offer, Wincanton intends to
adjourn the Meetings (as defined in the CMA CGM Scheme Document) (the “CMA CGM Offer Shareholder Meetings”), which are
both currently scheduled to be held on 13 March 2024, in order to allow the GXO Offer to proceed.
In light of this indefinite adjournment, the
Wincanton Directors recommend that Wincanton Shareholders cancel any plans to attend the CMA CGM Offer Shareholder Meetings scheduled
for 13 March 2024.
Capitalised terms used in this announcement (the
"Announcement"), unless otherwise defined, shall have the meanings given to them in the Rule 2.7 Announcement.
This Announcement is made jointly by Wincanton
and GXO.
Enquiries
Wincanton
James Wroath, Chief Executive Officer
Tom Hinton, Chief Financial Officer
|
+44 (0)12 4971 0000 |
HSBC (Lead Financial Adviser, Rule 3 Adviser and Joint Corporate
Broker to Wincanton)
Anthony Parsons
Christopher Fincken
Charles-Antoine de Chatillon
Joe Weaving
|
+44 (0)20 7991 8888 |
Deutsche Numis
(Joint Financial Adviser and Joint Corporate Broker to Wincanton)
Mark Lander
George Price
Stuart Ord
|
+44 (0)20 7260 1000 |
UBS (Joint Financial Adviser to Wincanton)
Sandip Dhillon
Arnould Fremy
Hew Glyn Davies
|
+44 (0)20 7567 8000 |
Headland (PR Adviser to Wincanton)
Susanna Voyle
Henry Wallers
|
+44 (0)20 3805 4822 |
GXO |
Matthew Schmidt (US media)
Neil Shelton (Investor contact)
Chris Jordan (Investor contact)
|
+1 (203) 307 2809
+44 (0)7929 651 023
+ 1 (203) 769 7228
|
Rothschild & Co (Lead Financial Adviser to GXO) |
Neil Thwaites
Matthew Price
|
+44 (0)20 7280 5000 |
BofA Securities (Joint Financial Adviser and Corporate Broker to GXO) |
Geoff Iles
Peter Luck
Justin Anstee
Ray Williams
|
+44(0)20 7628 1000 |
Brunswick (PR Adviser to GXO) |
Simon Sporborg
David Litterick
Pip Green
|
+44 (0)20 7404 5959 |
Freshfields Bruckhaus Deringer LLP is acting as
legal adviser to GXO in connection with the Acquisition. Wachtell Lipton Rosen & Katz is acting as legal adviser to GXO in connection
with debt finance aspects of the Acquisition.
Herbert Smith Freehills LLP is acting as legal adviser to Wincanton.
Important notices
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.
UBS AG London Branch (“UBS”) is
authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority
and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority in the United
Kingdom. UBS is acting exclusively as financial adviser to Wincanton and no one else in connection with the matters described in this
Announcement. In connection with such matters, UBS, 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 relation to this Announcement or any other matter referred to herein.
N.M. Rothschild & Sons Limited ("Rothschild
& Co"), which is authorized and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for
GXO and for no one else in connection with this Announcement and will not be responsible to anyone other than GXO for providing the protections
afforded to its clients or for providing advice in connection with the subject matter of this Announcement.
Merrill Lynch International (“BofA Securities”),
a subsidiary of Bank of America Corporation which is authorised by the Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for GXO and for no one else in
connection with the matters set out in this Announcement and will not be responsible to anyone other than GXO for providing the protections
afforded to its clients or for providing advice in relation to the subject matter of this Announcement or any other matters referred to
in this Announcement.
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,
transfer or exchange of securities of Wincanton or such solicitation in any jurisdiction in contravention of applicable law. The Acquisition
will be made solely by means of the Scheme Document (or, if the Acquisition is effected by way of a Takeover Offer, the offer document)
which, together with the 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 GXO 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 or other response in relation to the
Acquisition 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.
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 GXO 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 GXO and no one else. In
addition to any such Takeover Offer, GXO, certain affiliated companies and the nominees or brokers (acting as agents) of GXO 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 Wincanton is 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 GXO 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.
If GXO were to elect to implement the Acquisition
by means of a Takeover Offer and it was determined that Rule 14e-5 of the US Exchange Act applied to the Takeover Offer, then in accordance
with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, GXO or its nominees, or its brokers (acting as agents),
may from time to time make certain purchases of, or arrangements to purchase, Wincanton Shares outside the United States, other than
pursuant to the GXO proposal, before or during the period in which the GXO proposal, if made, remains open for acceptance. Also, in such
circumstances, in accordance with Rule 14e-5(b) of the US Exchange Act, Rothschild & Co, BofA Securities, HSBC, Deutsche Numis and
UBS and their respective affiliates may continue to act as exempt principal traders in Wincanton securities on the London Stock Exchange.
These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information
about such purchases will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will
be available on the London Stock Exchange website, www.londonstockexchange.com.
Forward-looking statements
This Announcement (including information
incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by
GXO and Wincanton contain statements which are, or may be deemed to be, “forward-looking statements”, including for the
purposes of the US Private Securities Litigation Reform Act of 1995. Forward-looking statements are prospective in nature and are
not based on historical facts, but rather on current expectations and projections of the management of GXO and Wincanton about
future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the
future results expressed or implied by the forward-looking statements. The forward-looking statements contained in this Announcement
include statements relating to the expected effects of the Acquisition on GXO and Wincanton, the expected timing and scope of the
Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by
the use of forward-looking words such as “plans”, “expects” or “does not expect”, “is
expected”, “is subject to”, “budget”, “scheduled”, “estimates”,
“forecasts”, “intends”, “anticipates” or “does not anticipate”, or
“believes”, or variations of such words and phrases or statements that certain actions, events or results
“may”, “could”, “should”, “would”, “might” or “will” be
taken, occur or be achieved. 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 GXO'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 GXO's or the Wincanton Group's business. Although GXO and Wincanton believe that the expectations reflected
in such forward-looking statements are reasonable, GXO and Wincanton can give no assurance that such expectations will prove to be
correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to
differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to,
the satisfaction of the Conditions and the risks discussed in GXO’s filings with the SEC, as well as additional factors, such
as: economic conditions generally; supply chain challenges, including labour shortages; competition and pricing pressures; GXO
and/or Wincanton’s ability to align GXO and/or Wincanton’s investments in capital assets, including equipment, service
centres and warehouses, to their respective customers’ demands; GXO and/or Wincanton’s ability to successfully integrate
and realise anticipated benefits, synergies, cost savings and profit improvement opportunities with respect to acquired companies,
including the Acquisition; acquisitions may be unsuccessful or result in other risks or developments that adversely affect GXO
and/or Wincanton’s financial condition and results; GXO and/or Wincanton’s ability to develop and implement suitable
information technology systems and prevent failures in or breaches of such systems; GXO and/or Wincanton’s ability to raise
debt and equity capital; litigation; labour matters, including GXO and/or Wincanton’s ability to manage its subcontractors,
and risks associated with labour disputes at GXO and/or Wincanton’s customers and efforts by labour organizations to organize
its employees; risks associated with defined benefit plans for GXO and/or Wincanton’s current and former employees;
fluctuations in currency exchange rates; fluctuations in fixed and floating interest rates; fluctuations in customer confidence and
spending; issues related to GXO and/or Wincanton’s intellectual property rights; governmental regulation, including trade
compliance laws, as well as changes in international trade policies and tax regimes; natural disasters, terrorist attacks or similar
incidents; a material disruption of GXO and/or Wincanton’s operations; the inability to achieve the level of revenue growth,
cash generation, cost savings, improvement in profitability and margins, fiscal discipline, or strengthening of competitiveness and
operations anticipated or targeted; the impact of potential cyber-attacks and information technology or data security breaches; and
the inability to implement technology initiatives or business systems successfully. Other unknown or unpredictable factors could
cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should
therefore be construed in the light of such factors. Neither GXO nor Wincanton, nor any of their respective associates or directors,
officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in
any forward-looking statements in this Announcement will actually occur. You are cautioned not to place undue reliance on these
forward-looking statements. Other than in accordance with their legal or regulatory obligations (including under the UK Listing
Rules and the Disclosure and Transparency Rules of the FCA), neither GXO or Wincanton is under any obligation, and GXO and Wincanton
expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
No profit forecasts, profit estimates or
quantified benefits statements
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 offeror(s), 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 GXO 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
A copy of this Announcement and the documents
required to be published pursuant to Rule 26 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 GXO’s
website.
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.
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