REG - H.I.G. European Cap. DX (Group) PLC - POSSIBLE OFFER FOR DX GROUP PLC

DX (Group)Announcement

01/11/2023 07:15

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RNS Number : 9360R  H.I.G.European Capital Partners LLP  01 November 2023

DISCLOSURE UNDER RULE 2.10(a) OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE
"CODE")

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.

For immediate
release
 

1 November 2023

POSSIBLE OFFER FOR DX GROUP PLC ("DX")

Further letters of intent given by Gatemore Capital Management LLP and Lloyd
Dunn

 

DISCLOSURE UNDER RULE 2.10(a) OF THE CODE

On 12 September 2023, 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."), announced in
accordance with Rule 2.10(b) of the Code, that it had received letters of
intent (the "Original Letters of Intent") in support of its possible offer for
DX, announced on 11 September 2023 (the "Possible Offer"), from Gatemore
Capital Management LLP ("Gatemore") and Lloyd Dunn.

The Original Letters of Intent expired on 31 October 2023 and H.I.G. has now
received further letters of intent from Gatemore and Lloyd Dunn in support of
the Possible Offer (the "New Letters of Intent").

The New Letter of Intent given by Gatemore relates to 101,503,538 ordinary
shares of 1 pence each in the capital of DX ("DX Shares") and 13,250,000
contracts for difference referenced to such DX Shares ("CFDs"), with Gatemore
having discretionary fund management control over such DX Shares and CFDs, and
with such DX Shares representing approximately 16.8 per cent. of the issued
share capital of DX and such CFDs representing approximately 2.2 per cent. of
the issued share capital of DX as at 31 October 2023 (being the date prior to
the date of this announcement).

The New Letter of Intent given by Lloyd Dunn relates to 76,361,454 DX Shares,
representing approximately 12.6 per cent. of the issued share capital of DX as
at 31 October 2023 (being the date prior to the date of this announcement).

Therefore:

·      the total number of DX Shares which are subject to letters of
intent received by H.I.G from holders of DX shares is 177,864,992 DX Shares,
representing approximately 29.4 per cent of the issued share capital of DX as
at 31 October 2023 (being the date prior to the date of this announcement);
and

·      the total number of DX Shares and CFDs which are subject to
letters of intent received by H.I.G from holders of DX shares and CFDs is
191,114,992 DX Shares and CFDs, representing approximately 31.6 per cent. of
the issued share capital of DX as at 31 October 2023 (being the date prior to
the date of this announcement).

The New Letters of Intent state that it is the intention of both Gatemore and
Lloyd Dunn to provide hard irrevocable undertakings in support of any cash
offer of at least 48.5 pence (inclusive of the 1 pence final dividend
announced by DX on 3 October 2023) per DX Share made by H.I.G, subject to a
unanimous unqualified recommendation of the DX board on or before 6 November
2023. The New Letters of Intent also state that both Gatemore and Lloyd Dunn
would be minded to provide a further extension to the support the Possible
Offer, so long as, in their view, H.I.G. was making appropriate progress.

The Possible Offer is subject to the satisfactory completion of confirmatory
due diligence and the unanimous and unconditional recommendation of the
Possible Offer by the Board of DX to DX's shareholders.  Each of these
pre-conditions is waivable by H.I.G.

There can be no certainty that an offer will ultimately be made even if the
pre-conditions are satisfied or waived. A further statement will be made as
and when appropriate.

Rule 2.6(a) of the Code requires H.I.G., by no later than 5.00 p.m. on 6
November 2023, to either announce a firm intention to make an offer for DX in
accordance with Rule 2.7 of the Code or 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 will only be extended
with the consent of the Takeover Panel, in accordance with Rule 2.6(c) of the
Code.

In accordance with Rule 2.5(a) of the Code, H.I.G. reserves the right to make
an offer for DX at a lower value or on less favourable terms than the Possible
Offer: (i) with the agreement or recommendation of the Board of DX; (ii) if a
third party announces a firm intention to make an offer for DX which, at that
date, is of a value less than the value of the Possible Offer; or (iii)
following the announcement by DX of a Rule 9 waiver transaction pursuant to
Appendix 1 of the Code.

If DX declares, makes or pays any dividend or distribution or other return of
value or payment to its shareholders, H.I.G. reserves the right to make an
equivalent reduction to the Possible Offer.

In connection with the possibility of H.I.G. making a cash offer for DX (if it
were so inclined), H.I.G. reserves the right to vary the form and / or mix of
the consideration it would offer.

Subject to certain restrictions relating to persons in Restricted
Jurisdictions, copies of the New Letters of Intent will be made available at
https://delta-offer.com/

 

Enquiries:

 

 Deutsche Numis (Sole Financial Adviser to H.I.G.)  +44 (0) 207 260 1000
 Stuart Skinner

 Alec Pratt

 William Wickham

 Alexander Kladov

 

Further information

Numis Securities Limited ("Deutsche Numis"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for H.I.G. and no one else in connection with the matters set out
in this announcement and will not regard any other person as its client in
relation to the matters in this announcement and will not be responsible to
anyone other than H.I.G. for providing the protections afforded to clients of
Numis, nor for providing advice in relation to any matter referred to herein.
Neither Numis nor any of its affiliates (nor any of their respective
directors, officers, employees or 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 who is not a client of
Numis in connection with this announcement, any statement contained herein or
otherwise.

This announcement is not intended to and does not constitute an offer to sell
or the solicitation of an offer to subscribe for or buy or an invitation to
purchase or subscribe for any securities or the solicitation of any vote in
any jurisdiction.

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.

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) of
the Code applies must be made by no later than 3.30 p.m. (London time) on the
10th business day (as defined in the Code) 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 (as defined in the Code) 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 of the Code. A
Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be
made by no later than 3.30 p.m. (London time) on the business day (as defined
in the Code) 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.

Publication on Website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available at https://delta-offer.com/ promptly and in any event by no later
than 12 noon on the business day following this announcement. The content of
this website is not incorporated into and does not form part of this
announcement.

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments.

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