REG - DX (Group) PLC - Scheme Effective

DX (Group)Announcement

29/01/2024 10:30

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RNS Number : 2274B  DX (Group) PLC  29 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)

 

Scheme Effective

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").

On 25 January 2024, DX announced that the High Court of Justice in England and
Wales had sanctioned the Scheme at the Scheme Sanction Hearing. DX and Bidco
are pleased to announce that, following delivery of a copy of the Court Order
to the Registrar of Companies today, the Scheme has now become Effective in
accordance with its terms.

Settlement of consideration

As set out in the scheme document published by DX on 11 December 2023 ("Scheme
Document"), a Scheme Shareholder on the register of members of DX at the
Scheme Record Time, being 6.00 p.m. on 26 January 2024, is entitled to receive
47.5 pence in cash for each Scheme Share held. Settlement of the consideration
to which any Scheme Shareholder is entitled will be effected by way of the
despatch of cheques or the crediting of CREST accounts (for Scheme
Shareholders holding Scheme Shares in certificated form and in uncertificated
form respectively) by no later than 12 February 2024.

Suspension and cancellation of listing and trading

The listing of DX Shares on the AIM Market of the London Stock Exchange was
suspended with effect from 7.30 a.m. today.

It is expected that the admission to trading of DX Shares on the AIM Market of
the London Stock Exchange will be cancelled with effect from 7.00 a.m. on 30
January 2024.

Resignation of directors

As the Scheme has now become effective, DX duly announces that, as of today's
date, Mark Hammond, Jonathan Kempster, Michael Russell and Alison O'Connor
have tendered their resignations and have stepped down from the DX Board.

All times shown are London times. 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.

Capitalised terms in this announcement, unless otherwise defined, have the
same meaning as set out in the Scheme Document.

  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. 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.

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

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.

 

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