REG - DX (Group) PLC - Results of Court Meeting and General Meeting

DX (Group)Announcement

09/01/2024 12:45

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RNS Number : 1277Z  DX (Group) PLC  09 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

 

RECOMMENDED CASH ACQUISITION

of

DX (GROUP) PLC

by

TRANSIT BIDCO LIMITED

an indirect wholly-owned subsidiary of funds advised or managed by H.I.G.
Capital LLC or its affiliates, as advised or subadvised by H.I.G. European
Capital Partners LLP

 

(to be implemented by way of a scheme of arrangement under Part 26 of the
Companies Act 2006)

 

Results of Court Meeting and General Meeting held on 9 January 2024

On 16 November 2023, the boards of directors of DX (Group) plc ("DX") and
Transit Bidco Limited ("Bidco") announced that they had reached agreement on
the terms and conditions of a recommended cash acquisition by Bidco, an
indirectly wholly-owned subsidiary of funds advised or managed by H.I.G.
Capital LLC ("H.I.G.") or its affiliates, as advised or subadvised by H.I.G.
European Capital Partners LLP, of the entire issued and to be issued ordinary
share capital of DX (the "Acquisition"). The Acquisition is intended to be
implemented by way of a Court-sanctioned scheme of arrangement under Part 26
of the Companies Act. A circular in relation to the Acquisition was published
by DX on 11 December 2023 ("Scheme Document").

The board of DX is pleased to announce that at the Court Meeting and the
General Meeting, each held earlier today in connection with the Acquisition:

 •    the requisite majority of Scheme Shareholders voted in favour of the
      resolution to approve the Scheme at the Court Meeting; and
 •    the requisite majority of DX Shareholders voted to pass the Resolution at the
      General Meeting to approve the implementation of the Scheme,

and accordingly, the Scheme was approved.

Capitalised terms in this announcement, unless otherwise defined, have the
same meanings as set out in the Scheme Document and all references to times in
this announcement are to London time unless otherwise stated.

Details of the resolutions passed are set out in the notices of the Court
Meeting and General Meeting at Parts VIII and IX (respectively) of the Scheme
Document, which is available on Bidco's website at https://delta-offer.com/
and DX's website at www.investors.dxdelivery.com.

The total number of DX Shares in issue (other than shares held in treasury) at
the Voting Record Time was 604,900,491. Consequently, the total voting rights
in DX at the Voting Record Time were 604,900,491. Scheme Shareholders were
entitled to one vote per Scheme Share held at the Voting Record Time at the
Court Meeting and DX Shareholders were entitled to one vote per DX Share held
at the Voting Record Time at the General Meeting.

The detailed voting results in relation to the Court Meeting and the General
Meeting are summarised below and this announcement will be posted on DX's
website at www.investors.dxdelivery.com.

Voting results of the Court Meeting

At the Court Meeting, a majority in number of Scheme Shareholders who voted
(either in person or by proxy), representing 95.56 per cent. by value of those
Scheme Shares voted, voted in favour of the resolution to approve the Scheme.
The resolution proposed at the Court Meeting was passed on a poll vote.
Details of the votes cast are as follows:

          Number of Scheme Shares voted  % of Scheme Shares voted*  Number of Scheme Shareholders who voted  % of Scheme Shareholders who voted*  Number of Scheme Shares voted as a % of the issued share capital entitled to
                                                                                                                                                  vote on the Scheme*
 For      416,283,396                    95.56                      79                                       32.11                                68.82
 Against  19,337,217                     4.44                       13                                       5.28                                 3.20
 Total    435,620,613                    100                        92                                       37.39                                72.02

* All percentages rounded to two decimal places.

Voting results of the General Meeting

At the General Meeting, the Resolution to authorise the implementation of the
Scheme was duly passed on a poll vote. The results are detailed as follows:

             Number of DX Shares voted  % of DX Shares voted*  Number of DX Shares voted as a % of the issued ordinary share capital * **
 For***      415,449,491                95.52                  68.68
 Against     19,488,951                 4.48                   3.22
 Withheld**  40,450                     0.00                   0.00
 Total       434,938,442                100                    71.90

* All percentages rounded to two decimal places.

** A vote withheld is not a vote in law and is not counted in the calculation
of the proportion of votes 'For' or 'Against' the special resolution.

*** Includes discretionary votes.

Next Steps

The outcome of today's Court Meeting and General Meeting means that Conditions
2(a) and 2(b) (as set out in Part A of Part III of the Scheme Document) have
been satisfied. The Acquisition remains subject to the satisfaction or (where
capable of being waived) waiver of the other Conditions to the Acquisition as
set out in Part III of the Scheme Document, including the Court sanctioning
the Scheme at the Scheme Sanction Hearing.

The Scheme Sanction Hearing is scheduled to be held in the High Court of
Justice in England and Wales on 25 January 2024 at 10:30 a.m. DX and Bidco
therefore anticipate that the Scheme will become Effective on or about 29
January 2024.

The current expected timetable for implementation of the Scheme is:

 Event                                                                           Time and/or date ((1))
 Sanction Hearing                                                                                  25 January 2024
 Last day of dealings in, and for registration of transfers of, and disablement  26 January 2024
 in CREST of, DX Shares
 Scheme Record Time and Date                                                     6:00 p.m. on 26 January 2024
 Dealings in DX Shares suspended                                                 7:30 a.m. on 29 January 2024
 Effective Date of the Scheme                                                    29 January 2024
 Cancellation of admission of DX Shares to trading on the AIM Market             By 7:00 a.m. on 30 January 2024
 Latest date for despatch of cheques and crediting of CREST for Cash             Within 14 days of the Effective Date
 Consideration due under the Scheme
 Long Stop Date                                                                  31 May 2024 (2)

_______________________

Notes:

 (1)  These dates and times are indicative only and will depend, among other things,
      on the date upon which: (i) the Conditions are satisfied or (if capable of
      waiver) waived; (ii) the Court sanctions the Scheme; and (iii) a copy of the
      Court Order is delivered to the Registrar of Companies.
 (2)  This is the latest date by which the Scheme may become Effective unless Bidco
      and DX agree (and the Panel and, if required, the Court permit) a later date.

If any of the expected times and/or dates above change, the revised times
and/or dates will be notified to DX Shareholders by announcement through a
Regulatory Information Service, with such announcement being made available on
Bidco's website at https://delta-offer.com/ and DX's website at
www.investors.dxdelivery.com.

Enquiries

 DX

 Paul Ibbetson, Chief Executive Officer              David                +44 20 3178 6378
 Mulligan, Chief Financial Officer

                                                                          (c/o KTZ Communications)

 Moelis & Company UK LLP (Lead Financial Adviser to DX)                   +44 20 7634 3500

 Mark Aedy, Yorick van Slingelandt, Chris Raff

 Liberum Capital Limited (Nominated Adviser and Joint Broker to DX)       +44 20 3100 2000

 Nick How

 KTZ Communications (PR Adviser to DX)                                    +44 20 3178 6378

 Katie Tzouliadis/Robert Morton

Addleshaw Goddard LLP is acting as legal adviser to DX in connection with the
Acquisition.

 

 

Important notices relating to financial advisers

Moelis & Company UK LLP ("Moelis"), which is regulated by the FCA in the
United Kingdom, is acting exclusively for DX and no one else in connection
with the Acquisition and other matters set out in this announcement and will
not be responsible to anyone other than DX for providing the protections
afforded to clients of Moelis, or for providing advice in connection with the
Acquisition or any matter referred to herein. Neither Moelis 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 in connection with this
announcement, any statement contained herein or otherwise.

Liberum Capital Limited ("Liberum"), which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively as nominated adviser and
joint corporate broker to DX and for no one else in connection with the
Acquisition or any matters referred to in this announcement and will not be
responsible to anyone other than DX for providing the protections afforded to
its clients nor for providing advice in relation to the Acquisition, the
contents of this announcement or any other matters referred to in this
announcement. Neither Liberum nor any of its affiliates, respective directors,
officers, employees and agents 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 other than DX in connection
with the matters referred to in this announcement, or otherwise.

Further information

This announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an 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, pursuant to the Acquisition or otherwise.

The Acquisition is subject to English law and to the applicable requirements
of the Code, the Panel, AIM Rules, the London Stock Exchange and the FCA.

The Acquisition is made solely by the Scheme Document (or, in the event that
the Acquisition is implemented by means of a Takeover Offer, the Offer
Document), which, together with the Forms of Proxy, contains the full terms
and conditions of the Acquisition including details of how to vote in respect
of the Scheme.  Any voting decision or response in relation to the
Acquisition should be made solely on the basis of the Scheme Document. DX
Shareholders are advised to read the formal documentation in relation to the
Acquisition carefully. Each DX Shareholder is urged to consult their
independent financial adviser regarding the tax consequences of the
Acquisition.

This announcement does not constitute a prospectus or a prospectus equivalent
document.

If you are in any doubt about the Acquisition, the contents of the Scheme
Document or as to the action you should take, you are recommended to seek your
own personal financial, tax and/or legal advice immediately from your
stockbroker, bank manager, solicitor, accountant, or other independent
financial adviser authorised under the Financial Services and Markets Act
2000, if you are in the United Kingdom, or, if not, from another appropriately
authorised independent adviser in the relevant jurisdiction.

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore any
persons who are not resident in the United Kingdom or who are subject to the
laws of any jurisdiction other than the United Kingdom (including Restricted
Jurisdictions) should inform themselves about, and observe, any applicable
legal or regulatory requirements. Any failure to comply with applicable legal
or regulatory requirements of any jurisdiction may constitute a violation of
securities laws or regulations in that jurisdiction. To the fullest extent
permitted by applicable law or regulations, the companies and persons involved
in the Acquisition disclaim any responsibility or liability for the violation
of such restrictions by any person.

This announcement has been prepared for the purpose of complying with English
law and the Code 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 jurisdictions outside England.

The Acquisition will not be made, directly or indirectly, in or into or by use
of the mails or any other means or instrumentality (including, without
limitation, telephonic or electronic) of interstate or foreign commerce of, or
any facility of a national, state or other securities exchange of, a
Restricted Jurisdiction, and the Acquisition will not be capable of acceptance
by any such use, means, instrumentality or facility or from within a
Restricted Jurisdiction. Copies of this announcement and any formal
documentation relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in
or into or from any Restricted Jurisdiction or any jurisdiction where to do so
would constitute a violation of the laws of such jurisdiction and persons
receiving such documents (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send them in or into or from any
Restricted Jurisdiction. Doing so may render invalid any related purported
vote in respect of acceptance of the Acquisition.

Further details in relation to DX Shareholders in overseas jurisdictions are
contained in the Scheme Document.

Notice to US Holders

The Acquisition relates to shares of a UK company and is being made by means
of a scheme of arrangement under the laws of England and Wales. A transaction
effected by means of a scheme of arrangement is not subject to the tender
offer rules or the proxy solicitation rules under the US Exchange Act.

Accordingly, the Acquisition is subject to the disclosure and procedural
requirements applicable in the United Kingdom to schemes of arrangement which
differ from the disclosure requirements of the US tender offer and proxy
solicitation rules. Furthermore, the payment and settlement procedure with
respect to the Acquisition will comply with the relevant rules under the Code,
which differ from US payment and settlement procedures, particularly with
regard to the date of payment of consideration.

Bidco reserves the right, subject to the prior consent of the Panel and in
accordance with the Co-operation Agreement, to elect to implement the
Acquisition by means of a Takeover Offer for the entire issued and to be
issued ordinary share capital of DX, as an alternative to the Scheme. If Bidco
were to elect to implement the Acquisition by means of a Takeover Offer and
determines to extend the Acquisition into the United States, such Takeover
Offer would be made in compliance with all applicable US laws and regulations,
including any applicable US tender offer regulations and in accordance with
any applicable exemptions under the US Exchange Act.

In accordance with normal United Kingdom practice, Bidco or its nominees or
brokers (acting as agents), may from time to time make certain purchases of,
or arrangements to purchase, shares or other securities of DX outside of the
US, other than pursuant to the Acquisition, until the date on which the
Acquisition becomes Effective, lapses or is otherwise withdrawn, in compliance
with applicable law, including the US Exchange Act. These purchases may occur
either in the open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases or arrangements to
purchase shall be disclosed as required in the United Kingdom, shall be
reported to the Regulatory Information Service and shall be available on the
London Stock Exchange website at www.londonstockexchange.com.

The receipt of consideration by a US holder for the transfer of its DX Shares
pursuant to the Scheme will likely be a taxable transaction for United States
federal income tax purposes. Each DX Shareholder is urged to consult their
independent professional adviser immediately regarding the tax consequences of
the Acquisition applicable to such holder, including, in the case of a US
holder of DX Shares, under applicable US state and local tax laws, as well as
overseas and other tax laws that may be applicable.

Some or all of DX's officers and directors reside outside the US, and some or
all of its assets are or may be located in jurisdictions outside the US.
Therefore, investors may have difficulty effecting service of process within
the US upon those persons or recovering against DX or its officers or
directors on judgments of US courts, including judgments based upon the civil
liability provisions of the US federal securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject themselves
to a US court's judgment. It may not be possible to sue DX or its officers or
directors in a non-US court for violations of the US securities laws.

Neither the SEC nor any US state securities commission has approved or
disproved or passed judgment upon the fairness or the merits of the
Acquisition or determined if this document is adequate, accurate or complete.

Financial information relating to DX included in or incorporated by reference
into this document has been or will have been prepared in accordance with IFRS
and may not therefore be comparable to the financial information of US
companies or companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the US.

Forward-looking statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, oral statements
made regarding the Acquisition, and other information published by DX, any
member of the DX Group, Bidco or any other member of the Bidco Group contain
statements which are, or may be deemed to be, "forward looking statements".
These forward-looking statements can be identified by the fact that they do
not relate only to historical or current facts. Forward-looking statements
often use words such as, without limitation, "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "aim", "will", "may", "hope",
"continue", "would", "could" or "should" or other words of similar meaning or
the negative thereof. Forward-looking statements include, but are not limited
to, statements relating to the following: (i) future capital expenditures,
expenses, revenues, economic performance, financial conditions, dividend
policy, losses and future prospects, (ii) business and management strategies
and the expansion and growth of the operations of DX, any member of the DX
Group, Bidco or any other member of the Bidco Group, (iii) the effects of
government regulation on the business of DX, any member of the DX Group, Bidco
or any other member of the Bidco Group, (iv) negative effects relating to this
document and/or status of the Acquisition, (v) the possibility that any of the
conditions to the Acquisition will not be satisfied, and (vi) significant
transaction costs or unknown liabilities. There are many factors which could
cause actual results to differ materially from those expressed or implied in
forward-looking statements. Among such factors are changes in global,
political, economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future business
combinations or disposals. Such statements are qualified in their entirety by
the inherent risks and uncertainties surrounding future expectations.

These forward looking statements are prospective in nature and are not based
on historical facts, but rather on current expectations and on numerous
assumptions regarding the business strategies and the environment in which DX,
any member of the DX Group, Bidco or any member of the Bidco Group shall
operate in the future and are subject to risks and uncertainties that could
cause actual results to differ materially from those expressed or implied by
those statements. By their nature, these forward-looking statements involve
known and unknown risks, and uncertainties because they relate to events and
depend on circumstances that will occur in the future. The factors described
in the context of such forward-looking statements in this document may cause
the actual results, performance or achievements of any such person, or
industry results and developments, to be materially different from any
results, performance or achievements expressed or implied by such
forward-looking statements. No assurance can be given that such expectations
will prove to have been correct and persons reading this document are
therefore cautioned not to place undue reliance on these forward-looking
statements which speak only as at the date of this document. None of DX, any
member of the DX Group, Bidco or any other member of the Bidco Group, or their
respective members, directors, officers, employees, advisers or any person
acting on behalf of one or more of them, provides any representation,
assurance or guarantee that the occurrence of the events expressed or implied
in any forward-looking statements in this document will actually occur.

None of DX, any member of the DX Group, Bidco or any other member of the Bidco
Group, or their respective members, directors, officers, employees, advisers
or any person acting on behalf of one or more of them, has any intention or
accepts any obligation to update publicly or revise any forward-looking
statement, whether as a result of new information, future events or otherwise,
except to the extent legally required. All subsequent oral or written
forward-looking statements attributable to DX, any member of the DX Group,
Bidco or any other member of the Bidco Group or any persons acting on their
behalf are expressly qualified in their entirety by the cautionary statement
above.

No profit forecasts, estimates or quantified financial benefits statements

No statement in this announcement is intended as a profit forecast or estimate
for any period or a quantified financial benefits statement and no statement
in this announcement should be interpreted to mean that earnings or earnings
per ordinary share, for Bidco or DX, respectively for the current or future
financial years would necessarily match or exceed the historical published
earnings or earnings per ordinary share for Bidco or DX, respectively.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one 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
one 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. 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 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.

Publication on a website and availability of hard copies

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 Bidco's website at https://delta-offer.com/
and DX's website at www.investors.dxdelivery.com and in any event by no later
than 12:00 noon (London time) on the Business Day following the publication of
this document. For the avoidance of doubt, the contents of those websites
(including the content of any other website accessible from hyperlinks on such
websites) are not incorporated into by reference, and do not form part of,
this document.

In accordance with Rule 30.3 of the Code, DX Shareholders and persons with
information rights may request a hard copy of this document (and any
information incorporated into this document by reference) free of charge by
contacting DX's registrar, Link Group, on 0371 664 0300 (from within the UK)
or on +44 (0)371 664 0300 (from outside the UK), or by writing to Link Group
at Central Square, 29 Wellington Street, Leeds LS1 4DL. Calls are charged at
the standard geographic rate and will vary by provider. Calls outside the
United Kingdom will be charged at the applicable international rate. Link
Group is open between 9:00 a.m. and 5:30 p.m., Monday to Friday, excluding
public holidays in England and Wales. Please note that Link Group cannot
provide any financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes. Alternatively, a request in
writing may be submitted to Link Group at Central Square, 29 Wellington
Street, Leeds LS1 4DL. If you have received this document in electronic form,
copies of this document and any document or information incorporated by
reference into this document will not be provided unless such a request is
made.

You may request that all future documents, announcements and information be
sent to you in relation to the Acquisition in hard copy.

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 figures that precede them.

Electronic communications

Please be aware that addresses, electronic addresses and certain other
information provided by DX Shareholders, persons with information rights and
other relevant persons for the receipt of communications from DX may be
provided to Bidco during the Offer Period as required under Section 4 of
Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

 

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