REG - DX (Group) PLC - Further Extension of PUSU Deadline

DX (Group)Announcement

06/11/2023 07:00

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RNS Number : 3924S  DX (Group) PLC  06 November 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART 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 DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO
MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE
"CODE") AND THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

DX (Group) plc

("DX" or the "Company")

Further Extension of Deadline under Rule 2.6(c) of the Code

On 11 September 2023, DX (Group) plc ("DX") announced that it had entered
discussions in respect of a possible all cash offer for the entire issued, and
to be issued, ordinary share capital of DX by H.I.G. European Capital Partners
LLP, acting in its capacity as advisor or subadvisor to H.I.G. Capital LLC,
and on behalf of the funds advised or managed by it or its affiliates
("H.I.G.") (the "Possible Offer").

On 9 October 2023, DX announced that the deadline by which H.I.G. was required
to announce a firm intention to make an offer for the Company in accordance
with Rule 2.7 of the Code or to announce that it does not intend to make an
offer for the Company, in which case the announcement would be treated as a
statement to which Rule 2.8 of the Code would apply (the "PUSU Deadline") had
been extended from 9 October  to 6 November 2023.

H.I.G. continues to make progress with respect to the Possible Offer and has
requested a further extension to the PUSU Deadline until 21 November 2023.
To facilitate this, the Company has requested, and the Panel on Takeovers and
Mergers (the "Takeover Panel") has consented to, a further extension to the
PUSU Deadline.

Consequently, in accordance with Rule 2.6(a) of the Code, H.I.G. is now
required, by not later than 5.00 pm (London time) on 21 November 2023 either
to announce a firm intention to make an offer for DX 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 revised deadline may be extended further, at the request of the Board of
DX and with the consent of the Takeover Panel, in accordance with Rule 2.6(c)
of the Code.

There can be no certainty that a firm offer will be made. A further statement
will be made when appropriate.

The person responsible for arranging the release of this announcement on
behalf of DX is Simon Blunt, Company Secretary.

Enquiries

 DX (Group) plc                                           Tel: +44 (0) 20 3178 6378 (c/o KTZ Communications)
 Paul Ibbetson, Chief Executive Officer
 David Mulligan, Chief Financial Officer

 Moelis & Company UK LLP                                  Tel: +44 (0) 20 7634 3500

 (Financial Adviser to DX (Group) plc)
 Mark Aedy
 Yorick van Slingelandt
 Chris Raff

 Liberum Capital Limited                                  Tel: +44 (0) 20 3100 2000

 (Nominated Advisor and Joint Broker to DX (Group) plc)
 Nick How

 KTZ Communications Limited                               Tel: +44 (0) 20 3178 6378
 Katie Tzouliadis / Robert Morton

 
 

Addleshaw Goddard (London) LLP are retained as legal adviser to DX (Group)
plc.

Rule 26.1

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available on the Company's website at www.investors.dxdelivery.com. The
content of the website referred to in this announcement is not incorporated
into and does not form part of this announcement.

Inside Information

The information contained within this announcement is deemed by DX to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) no. 596/2014 (as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018). On the publication of this announcement via a
Regulatory Information Service, this inside information is now considered to
be in the public domain.

Important notice

This announcement and the information within it 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, whether pursuant to this announcement or
otherwise, nor shall there be any sale, issuance or transfer of securities in
any jurisdiction in contravention of applicable law. In particular, this
announcement is not an offer of securities for sale into the United States. No
offer of securities shall be made in the United States absent registration
under the Securities Act of 1933, as amended, or pursuant to an exemption
from, or in a transaction not subject to, such registration requirements.

The release, publication or distribution of this announcement in 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 such restrictions may
constitute a violation of the securities law of any such jurisdiction.

Moelis & Company UK LLP ("Moelis & Company"), which is authorised and
regulated by the Financial Conduct Authority in the UK, is acting as financial
adviser to DX and no one else in connection with the matters described in this
announcement and will not be responsible to anyone other than DX for providing
the protections afforded to clients of Moelis & Company nor for providing
advice in connection with the matters referred to herein. Neither Moelis &
Company nor any of its 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 Moelis
& Company in connection with this announcement, any statement contained
herein or otherwise.

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
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.

Disclaimer

The information contained herein does not constitute an offer to sell, nor a
solicitation of an offer to buy, any security, and may not be used or relied
upon in connection with any offer or solicitation. Any offer or solicitation
in respect of H.I.G. will be made only through a confidential private
placement memorandum and related documents which will be furnished to
qualified investors on a confidential basis in accordance with applicable laws
and regulations. The information contained herein is not for publication or
distribution to persons in the United States of America. Any securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), and may not be
offered or sold without registration thereunder or pursuant to an available
exemption therefrom. Any offering of securities to be made in the United
States would have to be made by means of an offering document that would be
obtainable from the issuer or its agents and would contain detailed
information about the issuer of the securities and its management, as well as
financial information. The securities may not be offered or sold in the United
States absent registration or an exemption from registration.

General

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 or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or, if not, from another appropriate authorised
independent financial adviser.

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