REG - EP Corporate Group Vesa Equity Inv. - Statement regarding IDS
17/04/2024 12:45
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RNS Number : 9931K EP Corporate Group, a. s. 17 April 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OF SUCH JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE"). THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO
CERTAINTY THAT AN OFFER WILL BE MADE NOR AS TO THE TERMS ON WHICH ANY OFFER
MIGHT BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
17 April 2024
Statement regarding International Distributions Services plc ("IDS", or the
"Company")
EP Corporate Group a.s, the pillar company of a leading European energy,
industrial, logistics, food wholesale and retail group controlled by Daniel
Křetínský (together the "EP Group"), notes the recent press speculation in
relation to IDS. EP Group confirms that, on 9 April 2024, it submitted a
non-binding indicative proposal to the Board of IDS seeking its recommendation
for a possible cash offer for the entire issued, and to be issued, share
capital of IDS not already owned by EP Group and its affiliates, namely VESA
Equity Investment S.à r.l ("VESA Equity"), currently the largest minority
investor in IDS. While EP Group's proposal was rejected by the Board of IDS,
it looks forward to continuing to engage constructively with the Board as EP
Group considers all its options.
EP Group is one of the leading private industrial groups in Europe and a
long-term investor in the UK, founded on energy and infrastructure and later
diversified into other sectors including food wholesale, food and other
consumer retail, logistics, media and e-commerce. Companies in which EP Group
is the controlling shareholder or exercises the majority of voting rights have
revenues of around €100bn and annual EBITDA of €8bn. Across Europe, EP
Group operates vital energy and infrastructure assets with unionised
workforces including gas pipelines and gas storage facilities, power plants
and electricity networks.
EP Equity Investment, a 100% direct shareholder of VESA Equity and controlling
shareholder of Groupe Casino, is EP Group's investment arm focused on
strategic long-term investments in publicly traded companies across Western
Europe and the United States. EP Equity Investment concentrates its attention
on sectors where it can match structural growth opportunities with its
specific expertise and experience, in particular in food wholesale, food and
other consumer retail, logistics, media, and e-commerce. The current market
value of the portfolio owned by EP Equity Investment and VESA Equity is
€3.3bn. EP Group views the UK as an attractive and dynamic market for
investment. EP Group has a long-term outlook and is proud to support the
businesses in which it invests, including Royal Mail through VESA Equity's
shareholding in IDS.
EP Group recognises that Royal Mail is in a challenging situation. Weak
financial performance, poor service delivery and a slow transformation, in the
face of a market going through structural change, have put the business under
unsustainable pressure. With the increasing competition from multinational
companies in the UK postal market, private investment in Royal Mail becomes
crucial.
EP Group also recognises that Royal Mail is an important national asset that
would benefit from being able to take a longer-term view and is prepared to
support this iconic business as it transforms and rebuilds into a modern
postal operator delivering high-quality service to its customers, stability to
its workforce and sustainable financial performance.
As a committed long-term investor in the UK, EP Group recognises the
importance of the Royal Mail business to its various stakeholders, including
employees, trade unions, customers and government, as the UK's sole designated
universal service provider. EP Group has submitted its non-binding indicative
proposal to IDS with the interests of these important stakeholders in mind.
This announcement does not constitute an announcement of a firm intention to
make an offer under Rule 2.7 of the Code. There can be no certainty that any
offer will ultimately be made, nor as to the terms on which any offer might be
made.
In accordance with Rule 2.6(a) of the Code, EP Group is required, by no later
than 5.00 pm (London time) on 15 May 2024, either to announce a firm intention
to make an offer for IDS in accordance with Rule 2.7 of the Code or to
announce that it does not intend to make an offer, in which case the
announcement will be treated as a statement to which Rule 2.8 of the Code
applies. This deadline can be extended with the consent of the Takeover Panel
in accordance with Rule 2.6(c) of the Code.
As of 16 April 2024 (being the last practicable date prior to this
announcement), VESA Equity holds 264,138,365 ordinary shares in the capital of
the Company, representing approximately 27.56 per cent of the Company's issued
share capital.
EP Group is not aware of any dealings in IDS shares that would require a
minimum level, or particular form, of consideration that it would be obliged
to offer under Rule 6 or Rule 11 of the Code (as appropriate). However, it has
not been practicable to make such enquiries of all persons presumed to be
acting in concert with EP Group. Enquiries of such parties will be made as
soon as practicable following the date of this announcement and, to the extent
that any further disclosure is required, EP Group will make an announcement as
soon as practicable, and in any event by the time it is required to make its
Opening Position Disclosure pursuant to Rule 8.1 of the Code.
A further announcement will be made as appropriate.
Enquiries:
FGS Global
Chris Ryall
+44
207 251 3801
Alastair
Elwen
Important notices
This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities, or the
solicitation of any vote or approval in any jurisdiction, whether pursuant to
this announcement or otherwise. Any offer, if made, will be made solely by
certain offer documentation which will contain the full terms and conditions
of any offer, including details of how it may be accepted.
The release, distribution or publication of this announcement in whole or in
part, directly or indirectly in, into or from jurisdictions outside the United
Kingdom may be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdiction.
Note to U.S. IDS Shareholders
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the
U.S. Exchange Act, EP Group or its nominees or brokers (acting as agents), may
from time to time make certain purchases of, or arrangements to purchase, IDS
shares outside the United States, other than pursuant to the possible offer,
before or during the period in which the possible offer, if made, remains open
for acceptance. 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.
Publication on a website
In accordance with Rule 26.1 of the Code, a copy of this announcement will be
made available, subject to certain restrictions relating to persons resident
in restricted jurisdictions, on the website www.announcement-documents.co.uk
promptly and by no later than 12 noon (London time) on the business day
following this announcement. The content of the website referred to in this
announcement is not incorporated into and does not form part of this
announcement.
MAR
The information contained within this announcement is deemed by EP Group to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No.596/2014 (as applicable in the UK and as amended from time to time).
Upon the publication of this announcement via a Regulatory Information
Service, such information is now considered to be in the public domain.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (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%
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 pm
(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.
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).
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 Takeover Panel's website at
https://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 Takeover 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.
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