REG - H.I.G. European Cap. DX (Group) PLC - Recommended Cash Acquisition

DX (Group)Announcement

16/11/2023 10:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20231116:nRSP7057Ta&default-theme=true

RNS Number : 7057T  H.I.G.European Capital Partners LLP  16 November 2023

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

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

 

16 November 2023

 

RECOMMENDED CASH ACQUISITION

 

of

 

DX (GROUP) PLC

 

by

 

TRANSIT BIDCO LIMITED

 

an indirectly 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)

 

 

Summary

 

·    The boards of Transit Bidco Limited ("Bidco") and DX (Group) plc
("DX") are pleased to announce that they have reached agreement on the terms
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 share capital of DX (the "Acquisition").
It is intended that the Acquisition be implemented by way of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

 

·    Under the terms of the Acquisition, DX Shareholders will be entitled
to receive:

for each DX Share                     48.5 pence (the
"Acquisition Value")

 

·    The Acquisition Value comprises, for each DX Share:

 

47.5 pence in cash (the "Cash Consideration")

 

and

 

a final dividend of 1 penny for DX's financial year ended 1 July 2023,

which is not conditional on the Acquisition becoming effective (the "Permitted
Dividend")

 

 

 

·    DX announced the Permitted Dividend on 3 October 2023 and DX
Shareholders on DX's register of members at the relevant record date will be
entitled to receive the Permitted Dividend regardless of whether the
Acquisition becomes Effective (and without any reduction in the Cash
Consideration if the Acquisition does become Effective).  The Permitted
Dividend, if approved by DX Shareholders at DX's Annual General Meeting on 23
November 2023, will be paid by DX on 7 December 2023 to DX Shareholders on
DX's register of members at 17 November 2023.

 

·    The Acquisition Value values DX's entire issued and to be issued
share capital at approximately £314.8 million.

 

·    The Acquisition Value represents a premium of approximately:

·    32.9 per cent. to the Closing Price per DX Share of 36.5 pence on 8
September 2023 (being the last Business Day prior to the date of the
commencement of the Offer Period);

·    34.8 per cent. to the volume weighted average Closing Price per DX
Share of 36.0 pence for the one-month period ended on 8 September 2023 (being
the last Business Day prior to the date of the commencement of the Offer
Period);

·    67.0 per cent. to the volume weighted average Closing Price per DX
Share of 29.0 pence for the twelve-month period ended on 8 September 2023
(being the last Business Day prior to the date of the commencement of the
Offer Period); and

·    30.0 per cent. to the highest Closing Price between 13 November 2015
and 8 September 2023 (being the last Business Day prior to the date of the
commencement of the Offer Period) of 37.3 pence per DX Share.

 

Background to, and reasons for, the Acquisition

 

·    Bidco believes that there is a compelling strategic and financial
rationale for undertaking the Acquisition. DX operates in attractive niche
markets with supportive secular market trends to continue its trajectory of
growth.

 

·    Bidco recognises the strong performance and progress made by DX in
recent years, with the operational and financial improvements being a
testament to the strong execution capabilities and service delivery of the
management team.

 

·    However, Bidco believes that DX's Shares continue to suffer from
limited secondary market liquidity, which disincentivises potential new
investors to take interest in the stock and prevents existing DX Shareholders
from recognising value for their investments.

 

·    Bidco believes that DX can better reach its full potential in a
private market setting with a greater focus on longer term value creation,
enabled by the acceleration of investment in growth to continue building on
the progress that the management team has achieved to date.

 

·    The Acquisition presents H.I.G. with the opportunity to enter new
markets. H.I.G. has a strong track record in the Business Services and
Logistics sectors deploying capital and expertise into growth-oriented
businesses and supporting their management teams in achieving their strategic
ambitions. H.I.G. has considerable capital resources and deep
industry-specific knowledge, allowing it to support driving the next phase of
growth for DX.

 

Recommendation

 

·    The DX Directors, who have been so advised by Moelis as to the
financial terms of the Acquisition, consider the terms of the Acquisition to
be fair and reasonable. In providing its advice to the DX Directors, Moelis
has taken into account the commercial assessments of the DX Directors.

 

·    Accordingly, the DX Directors intend to recommend unanimously that DX
Shareholders vote in favour of the Scheme at the Court Meeting and the
resolutions relating to the Acquisition at the General Meeting, as the DX
Directors who have an interest in DX Shares have irrevocably undertaken to do
in respect of their entire beneficial holdings of 8,777,914 DX Shares, in
aggregate, representing approximately 1.5 per cent. of the issued share
capital of DX as at 15 November 2023 (being the last practicable date prior to
this Announcement).

 

Irrevocable undertakings and letters of intent

 

·    Bidco has also received irrevocable undertakings to vote (or, in
relation to DX CFDs, to use reasonable endeavours to procure votes) in favour
of the Scheme at the Court Meeting and the resolutions relating to the
Acquisition at the General Meeting from Gatemore Capital Management LLP and
Lloyd Dunn in respect of 177,864,992 DX Shares and 13,250,000 DX CFDs.  The
total number of DX Shares which are subject to irrevocable undertakings
received by Bidco from Gatemore Capital Management LLP and Lloyd Dunn is
177,864,992 DX Shares, representing approximately 29.4 per cent. of the issued
share capital of DX as at 15 November 2023 (being the last practicable date
prior to this Announcement).  The total number of DX Shares and DX CFDs which
are subject to irrevocable undertakings received by Bidco from Gatemore
Capital Management LLP and Lloyd Dunn is 191,114,992 DX Shares and DX CFDs,
representing approximately 31.6 per cent. of the issued share capital of DX as
at 15 November 2023 (being the last practicable date prior to this
Announcement).

 

·    Bidco has also received letters of intent to vote in favour of the
Scheme at the Court Meeting and the resolutions relating to the Acquisition at
the General Meeting from Canaccord Genuity Asset Management and Lombard Odier
Asset Management (Europe) Limited in respect of 130,102,908 DX Shares, in
aggregate, representing approximately 21.5 per cent. of the issued share
capital of DX as at 15 November 2023 (being the last practicable date prior to
this Announcement).

 

·    In aggregate, therefore, Bidco has received irrevocable undertakings
and letters of intent to vote (or, in relation to DX CFDs, to use reasonable
endeavours to procure votes) in favour of the Scheme at the Court Meeting and
the resolutions relating to the Acquisition at the General Meeting from the
holders of 316,745,814 DX Shares and 13,250,000 DX CFDs. The total number of
DX Shares which are subject to irrevocable undertakings and letters of intent
received by Bidco from holders of DX Shares is 316,745,814 DX Shares,
representing approximately 52.4 per cent. of the issued share capital of DX as
at 15 November 2023 (being the last practicable date prior to this
Announcement). The total number of DX Shares and DX CFDs which are subject to
irrevocable undertakings and letters of intent received by Bidco from holders
of DX Shares and DX CFDs is 329,995,814 DX Shares and DX CFDs, representing
approximately 54.6 per cent. of the issued share capital of DX as at 15
November 2023 (being the last practicable date prior to this Announcement).

 

Information on Bidco and H.I.G.

 

Bidco

 

·    Bidco is a private limited company incorporated in England which is
indirectly wholly-owned by funds advised or managed by H.I.G. or its
affiliates, as advised or subadvised by H.I.G. European Capital Partners LLP.
Bidco was formed for the purposes of the Acquisition and has not traded since
its date of incorporation, nor has it entered into any obligations other than
in connection with the Acquisition.

 

H.I.G.

 

·    H.I.G. is one of the world's largest middle-market private equity
investment firms with $59 billion of assets under management.  H.I.G. invests
in companies across a wide range of industries and geographies and combines
operational, strategic and financial expertise, in partnership with senior
management, to create significant value to its portfolio companies. H.I.G.
provides the resources and capital to execute both organic growth initiatives,
as well as strategic, add on acquisitions. Since its founding in 1993, H.I.G.
has completed more than 350 control investments.

 

Information on DX

 

DX

 

·    DX is a well-established provider of a wide range of delivery
services to both business and residential addresses across the UK and Ireland.
First established in 1975 as a Document Exchange service to the legal sector,
DX provides a wide range of overnight delivery services, as well as logistics
services.

 

·    The Group operates through two divisions, DX Freight and DX Express.

 

·    DX Freight comprises DX 1-Man, and 2-Man/Logistics, with the Division
being one of only a small number of operators that provides an overnight
delivery service for irregular dimension and weight freight ("IDW").

 

·    DX Express comprises DX Parcels and DX Exchange and Mail, with the
Division specialising in the express delivery, including pre-9am, of parcels
and documents.

 

Dividends

 

·    Save for the Permitted Dividend, if any dividend, distribution or
other return of value is announced, authorised, declared, made or paid in
respect of DX Shares on or after the date of this Announcement, Bidco reserves
the right to reduce the offer consideration by the aggregate amount of such
dividend, distribution or other return of value.  In such circumstances, DX
Shareholders shall be entitled to retain any such dividend, distribution or
other return of value.

 

 

 

Conditions and timetable

 

·    The Acquisition is conditional on, among other things: (i) the
approval of DX Shareholders at the Court Meeting and the passing of the
resolutions by DX Shareholders at the General Meeting; and (ii) the sanction
of the Scheme by the Court; and (iii) merger control clearance in Ireland. The
Acquisition is also subject to the other terms and Conditions set out in
Appendix I to this Announcement, and to the full terms and conditions to be
set out in the Scheme Document.

 

·    The Acquisition is expected to become Effective in Q1 2024, subject
to the satisfaction (or, where applicable, waiver) of the Conditions set out
in Appendix I to this Announcement. An expected timetable of principal events
will be included in the Scheme Document.

 

·    Further details of the Acquisition will be contained in the Scheme
Document which is intended to be published along with notices of the Court
Meeting and General Meeting and the Forms of Proxy within 28 days of the date
of this Announcement, unless DX and Bidco otherwise agree, and the Panel
consents, to a later date. Subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, the Scheme Document will also be made
available on Bidco's website at https://delta-offer.com/ and DX's website at
investors.dxdelivery.com.

 

·    Commenting on the Acquisition, Tobias Borkowski, Managing Director of
H.I.G., said:

 

 "We are delighted to be announcing this recommended cash acquisition of DX.
DX has long established itself as a leading provider of specialist delivery
services in the UK, supported by a strong management team, diligent workforce
and well-invested infrastructure. We look forward to partnering with the DX
management team in accelerating DX's next phase of growth."

 

·    Commenting on the Acquisition, Mark Hammond, Chair of DX, said:

 

"Since the introduction of its turnaround plan in 2018, DX has demonstrated a
strong track record in sales growth, profitability, and margin improvement.
This progress has been most recently evidenced in our latest full year results
which recorded the highest revenue in our 48-year history. Furthermore, in
addition to our strong financial and operational performance, in the last
eighteen months, the Board has successfully settled its claim in relation to
Tuffnells, resolved its internal corporate governance inquiry, achieved the
re-admittance of its shares to trading, and deepened the bench of executive
and non-executive talent. Viewed in conjunction with its turnaround and
financial momentum, DX is a company reinvigorated and ready for the next phase
of growth.

 

Nonetheless, the Board recognises the challenges that companies of DX's size
and shareholder structure face in raising further capital for expansion or
acquisitions and the challenges that major shareholders have in crystallising
value for their holdings. Furthermore, DX is dependent on UK demand growth
across its operating sectors, and thus exposed to potential economic and
global investment sentiment headwinds.

 

The offer from Bidco recognises the value of the platform that has been built,
offers shareholders an opportunity to crystallise an attractive value for
their holdings and provides DX with an excellent partner for the next stage of
its development."

 

This summary should be read in conjunction with, and is subject to, the full
text of this Announcement (including its Appendices).

 

The Acquisition is subject to the Conditions and further terms that are set
out in Appendix I, and to the full terms and conditions which will be set out
in the Scheme Document. Appendix II contains the bases and sources of certain
information used in this Announcement. Appendix III contains details of the
Irrevocable Undertakings and letters of intent received in relation to the
Acquisition that are referred to in this Announcement. Appendix IV contains
definitions of terms used in this Announcement.

 

Enquiries:

 

 H.I.G.
 Tobias Borkowski, Managing Director
 Deutsche Numis (Sole Financial Adviser to Bidco)                    +44 (0) 207 260 1000
 Stuart Skinner
 Alec Pratt
 William Wickham
 Alexander Kladov
 Upland Workshop (PR Adviser to Bidco)                               +1 781 771 7459
 Jeremy Adler
 DX
 Paul Ibbetson, Chief Executive Officer                              +44 20 3178 6378
 David 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

 

 

Skadden, Arps, Slate, Meagher & Flom (UK) LLP is acting as legal adviser
to Bidco in connection with the Acquisition. Addleshaw Goddard LLP is acting
as legal adviser to DX in connection with the Acquisition.

 

Important notices relating to financial advisers

 

Numis Securities Limited ("Deutsche Numis"), which is authorised and regulated
by the FCA in the United Kingdom, is acting exclusively for Bidco and for no
one else in connection with the Offer and/or any other matter referred to in
this Announcement and will not be responsible to anyone other than Bidco for
providing the protections afforded to its clients or for providing advice in
relation to the Acquisition, the contents of this Announcement, or any other
matters referred to in this Announcement. Neither Deutsche Numis nor any of
its affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct, indirect, consequential, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of
Deutsche Numis in connection with this Announcement, any statement or other
matter or arrangement referred to herein or otherwise.

 

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 Acquisitoin, 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 any part of, an offer, invitation or the
solicitation of an offer to purchase or subscribe, otherwise acquire,
subscribe for, exchange, 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 will be 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 will be made solely by the Scheme Document (or, in the event
that the Offer is to be implemented by means of an Offer, the Offer Document),
which will contain 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 once it has been
published. Each DX Shareholder is urged to consult their independent
professional 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 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, accountant
or from an independent financial adviser duly authorised under the Financial
Services and Markets Act 2000 (as amended).

 

Overseas shareholders

 

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. In particular, the ability of persons who
are not resident in the United Kingdom or who are subject to the laws of
another jurisdiction to vote their DX Shares in respect of the Scheme at the
Court Meeting, or to execute and deliver Forms of Proxy appointing another to
vote at the Court Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located or to which they are subject.
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 will
be contained in the Scheme Document.

 

Additional information for US investors in DX

 

The Acquisition relates to the shares of an English company and is being made
by way of a scheme of arrangement provided for under Part 26 of the Companies
Act. The Acquisition, implemented by way 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 and the Scheme will be subject to
the disclosure requirements and practices applicable to a scheme of
arrangement involving a target company incorporated in England with its
securities admitted to trading on AIM, which differ from the disclosure
requirements of US tender offer and proxy solicitation rules. If, in the
future, Bidco exercises its right to implement the Acquisition by way of an
Offer and determines to extend the Offer into the United States, the
Acquisition will be made in compliance with applicable US laws and
regulations.

 

The financial information included in this Announcement has been prepared in
accordance with the accounting standards applicable in the UK and thus may not
be comparable to financial information of US companies or companies whose
financial statements are prepared in accordance with US generally accepted
accounting principles.

 

It may be difficult for US DX Shareholders to enforce their rights and any
claim arising out of the US federal securities laws, because DX is located in
a non-US country, and some or all of its officers and directors are residents
of a non-US country. US DX Shareholders may not be able to sue a non-US
company or its officers or directors in a non-US court for violations of the
US 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.

 

US DX Shareholders also should be aware that the Acquisition may have tax
consequences for US federal income tax purposes and under applicable US state
and local, as well as foreign and other, tax laws, and, that such
consequences, if any, are not described herein, US DX Shareholders are urged
to consult with legal, tax and financial advisers in connection with making a
decision regarding the Acquisition.

 

Forward-looking statements

 

This Announcement contains certain forward-looking statements with respect to
the financial condition, results of operations and business of DX and certain
plans and objectives of Bidco and DX

 

These forward-looking statements can be identified by the fact that they do
not relate only to historical or current facts. These statements are based on
assumptions and assessments made by DX, H.I.G. and/or Bidco in the light of
their experience and their perception of historical trends, current
conditions, future developments and other factors they believe appropriate,
and therefore are subject to risks and uncertainties which could cause actual
results to differ materially from those expressed or implied by those
forward-looking statements.

 

Forward-looking statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aim",
"will", "continue", "may", "would", "could" or "should" or other words of
similar meaning or the negative thereof. Forward-looking statements include
statements relating to the following: (i) future capital expenditures,
expenses, revenues, economic performance, synergies, financial conditions,
market growth, dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of the operations of the
Bidco Group or the DX Group; and (iii) the effects of government regulation on
the business of the Bidco Group or the DX Group. 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 the
global, political, economic, business, competitive, market and regulatory
forces, future exchange and interest rates, changes in tax rates and future
business combinations or disposals.

 

These forward-looking statements are based on numerous assumptions regarding
the present and future business strategies of such persons and the environment
in which each will operate in the future. 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 Announcement 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
Announcement are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
Announcement. All subsequent oral or written forward-looking statements
attributable to Bidco or DX or any persons acting on their behalf are
expressly qualified in their entirety by the cautionary statement above.
Neither of Bidco nor DX undertakes any obligation to update publicly or revise
forward-looking statements, whether as a result of new information, future
events or otherwise, except to the extent legally required.

 

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.

 

Right to switch to an Offer

 

Bidco reserves the right to elect, with the consent of the Panel, and subject
to the terms of the Co-operation Agreement, to implement the Acquisition by
way of an Offer for the entire issued and to be issued share capital of DX as
an alternative to the Scheme. In such an event, the Offer will be implemented
on the same terms or, if Bidco so decides, on such other terms being no less
favourable (subject to appropriate amendments), so far as applicable, as those
which would apply to the Scheme and subject to the amendment referred to in
Part C of Appendix I to this Announcement.

 

Publication on website

 

A copy of this Announcement and the documents required to be published
pursuant to Rule 26.1 and Rule 26.2 of the Code will be made available
(subject to certain restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, at https://delta-offer.com/ and at
investors.dxdelivery.com and by no later than 12 noon on the Business Day
following the date of this Announcement.

 

Neither the contents of these websites nor the content of any other website
accessible from hyperlinks on such websites is incorporated into, or forms
part of, this Announcement.

 

Hard copy documents

 

In accordance with Rule 30.3 of the Code, DX Shareholders, persons with
information rights and participants in the DX Share Schemes may request a hard
copy of this Announcement by contacting the Company Secretary during business
hours on 0333 241 1624 or legalandregulatory@dxdelivery.com.

 

For persons who receive a copy of this Announcement in electronic form or via
a website notification, a hard copy of this Announcement will not be sent
unless so requested. Such persons may, subject to applicable securities laws,
also request that all future documents, announcements and information be sent
to them in relation to the Acquisition in hard copy form.

 

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 the figures that precede them.

 

UK Market Abuse Regulation

 

This Announcement contains inside information for the purposes of Article 7 of
UK MAR. Market soundings (as defined in UK MAR) were taken in respect of a
potential offer with the result that certain persons became aware of inside
information (as defined in UK MAR) as permitted by UK MAR. This inside
information is set out in this Announcement. Therefore, those persons that
received inside information in a market sounding are no longer in possession
of such inside information relating to DX and its securities.

 

Electronic communications

 

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.

 

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.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

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

 

16 November 2023

 

RECOMMENDED CASH ACQUISITION

 

of

 

DX (GROUP) PLC

 

by

 

TRANSIT BIDCO LIMITED

 

an indirectly 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)

 

 

1.       Introduction

 

The boards of Bidco and DX are pleased to announce that they have reached
agreement on the terms of a recommended cash acquisition by Bidco, an
indirectly wholly-owned subsidiary of funds advised or managed by 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 share capital of DX. It is intended
that the Acquisition be implemented by way of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act.

 

2.       The Acquisition

 

Under the terms of the Acquisition, DX Shareholders will be entitled to
receive:

for each DX Share                             48.5
pence (the "Acquisition Value")

 

The Acquisition Value comprises, for each DX Share:

 

47.5 pence in cash (the "Cash Consideration")

 

and

 

a final dividend of 1 penny for DX's financial year ended 1 July 2023,

which is not conditional on the Acquisition becoming effective (the "Permitted
Dividend")

 

 

 

DX announced the Permitted Dividend on 3 October 2023 and DX Shareholders on
DX's register of members at the relevant record date will be entitled to
receive the Permitted Dividend regardless of whether the Acquisition becomes
Effective (and without any reduction in the Cash Consideration if the
Acquisition does become Effective).  The Permitted Dividend, if approved by
DX Shareholders at DX's Annual General Meeting on 23 November 2023, will be
paid by DX on 7 December 2023 to DX Shareholders on DX's register of members
at 17 November 2023.

 

The Acquisition Value values DX's issued and to be issued share capital at
approximately £314.8 million.

 

The Acquisition Value represents a premium of approximately:

·    32.9 per cent. to the Closing Price per DX Share of 36.5 pence on 8
September 2023 (being the last Business Day prior to the date of the
commencement of the Offer Period);

·    34.8 per cent. to the volume weighted average Closing Price per DX
Share of 36.0 pence for the one-month period ended on 8 September 2023 (being
the last Business Day prior to the date of the commencement of the Offer
Period);

·    67.0 per cent. to the volume weighted average Closing Price per DX
Share of 29.0 pence for the twelve-month period ended on 8 September 2023
(being the last Business Day prior to the date of the commencement of the
Offer Period); and

·    30.0 per cent. to the highest Closing Price between 13 November 2015
and 8 September 2023 (being the last Business Day prior to the date of the
commencement of the Offer Period) of 37.3 pence per DX Share.

 

The DX Shares will be acquired by Bidco (or its nominee) with full title
guarantee, fully paid and free from all liens, equitable interests, charges,
encumbrances, rights of pre-emption and any other third party rights or
interests whatsoever and together with all rights existing at the date of this
Announcement or thereafter attaching thereto, including (without limitation)
the right to receive and retain, in full, all dividends and other
distributions (if any) declared, made or paid or any other return of capital
(whether by way of reduction of share capital or share premium account or
otherwise) made on or after the date of this Announcement and prior to the
Effective Date in respect of the DX Shares.

 

Save for the Permitted Dividend, if any dividend, distribution or other return
of value in respect of the DX Shares is announced, authorised, declared, made
or paid in respect of the DX Shares on or after the date of this Announcement
and prior to the Effective Date, Bidco reserves the right to reduce the
consideration payable for each DX Share by the amount of all or part of any
such dividend or other distribution.  In such circumstances, DX Shareholders
shall be entitled to retain such dividend, distribution or other return of
value.

 

3.       Background to, and reasons for, the Acquisition

 

Bidco believes that there is a compelling strategic and financial rationale
for undertaking the Acquisition.  Bidco recognises the strong performance and
progress made by DX in recent years, and the opportunity to continue its
positive trajectory despite the more uncertain economic environment.
However, Bidco believes that DX's Shares continue to suffer from limited
secondary market liquidity, which disincentivises potential new investors to
take interest in the stock and prevents existing DX Shareholders from
recognising value for their investments.  Bidco believes that DX can better
reach its full potential in a private market setting with a greater focus on
longer term value creation, enabled by the acceleration of investment in
growth to continue building on the progress the management team has achieved
to date.

 

The Acquisition presents H.I.G. with the opportunity to enter new markets.
H.I.G. has a strong and complementary track record in the Business Services
and Logistics sectors deploying capital and expertise into growth-oriented
businesses and supporting their management teams in achieving their strategic
ambitions. H.I.G. has considerable capital resources and deep
industry-specific knowledge, allowing it to support driving the next phase of
growth for DX.

 

4.       Recommendation

 

The DX Directors, who have been so advised by Moelis as to the financial terms
of the Acquisition, consider the terms of the Acquisition to be fair and
reasonable. In providing its advice to the DX Directors, Moelis has taken into
account the commercial assessments of the DX Directors.

 

Accordingly, the DX Directors intend to recommend unanimously that DX
Shareholders vote in favour of the Scheme at the Court Meeting and the
resolutions relating to the Acquisition at the General Meeting, as the DX
Directors who have an interest in DX Shares have irrevocably undertaken to do
in respect of their entire beneficial holdings of 8,777,914 DX Shares, in
aggregate, representing approximately 1.5 per cent. of DX's issued share
capital as at 15 November 2023, being the last practicable date prior to this
Announcement.

 

5.       Background to, and reasons for, the recommendation

 

DX is a well-established provider of a wide range of delivery services to
business and residential addresses across the UK and Ireland. It has developed
from its roots as a Document Exchange service to the legal sector, into a UK
leader in a wide range of overnight delivery and logistics services. In recent
years, DX has successfully executed a highly-successful turnaround and
capitalised on favourable market tailwinds, with strong momentum in sales,
profitability and margin improvement.

 

In 2018, DX had revenue of £300m and negative operating profit. The DX Board
is proud of the substantial improvement in revenue and profitability that
followed, supported by a revised commercial strategy, increased local
management responsibility, substantial investment in the business, and an
emphasis on driving service levels. In 2023, DX reported revenue of £471m and
adjusted operating profit of £31m (before share-based payments charge), as
well as a strategic agreement to secure 15 sites from the administrators of
one of its key competitors, Tuffnells.

 

While the DX Directors are highly confident in the long-term prospects of the
business as an independent listed company, the DX Board also notes the
compelling proposition offered to DX shareholders by the Acquisition against a
backdrop of macroeconomic uncertainty. The DX Board did not solicit an offer
for DX, but regularly considers all options for driving and improving
shareholder value. Bidco's offer of an Acquisition Value of 48.5 pence per
share followed the Directors having received and rejected a series of
unsolicited proposals, with the first approach made in June 2023. Prior
proposals were not at a level that the DX Board felt adequately reflected an
appropriate valuation for DX, whereas the DX Directors believe that the terms
of the Acquisition are at a level that they can recommend to shareholders to
accept.

 

In evaluating the financial terms of the Acquisition, and determining whether
they reflect an appropriate valuation for DX and proposal for DX Shareholders,
the DX Board considered a number of factors, namely that:

 

·    Bidco's offer of an Acquisition Value of 48.5 pence per share
represents an opportunity for shareholders to crystallise their holdings in
cash and in full at a significant premium to both recent and long-term trading
levels, against a backdrop of historically limited trading liquidity;

·    it represents a premium of 32.9 per cent. to the Closing Price, and
67.0 per cent. to the volume weighted average price in the 12 months to 8
September 2023 (being the last Business Day prior to the date of the
commencement of the Offer Period);

·    it implies an enterprise value of approximately 8.8 times DX's EBITDA
for the 52 weeks to 1 July 2023 on a pre-IFRS 16 basis;

·    the certainty of the Acquisition should be weighed against the
inherent uncertainty of the delivery of future value that exists in the
business, given an unsure and weakening macroeconomic backdrop in the UK;

·    after careful consideration together with its advisers, Moelis, the
DX Board believes that the Acquisition reflects the strength of the business
today and its prospects, whilst delivering immediate value to shareholders;
and

·    two large shareholders, representing in aggregate approximately 31.6
per cent. of DX's issued share capital, indicated their willingness to
provide, and have subsequently provided irrevocable undertakings to vote in
favour of the Acquisition at the Court Meeting and the General Meeting (or, if
the Acquisition is implemented by way of an Offer, to accept such offer).

 

The DX Directors also acknowledge the benefits of private ownership, including
greater access to capital to pursue new growth opportunities, such as
M&A-led growth.

 

In considering the Acquisition, the DX Directors have taken into account
Bidco's stated intentions for the business and its employees. The DX Board
believe that the Acquisition represents an opportunity which results in a
positive outcome for all its stakeholders, including customers, employees, and
shareholders.

 

Accordingly, after careful consideration of the above factors, the DX
Directors are pleased to confirm their intention to recommend unanimously that
DX Shareholders vote in favour of the Acquisition at the Court Meeting and the
General Meeting (or in the event that the Acquisition is implemented by way of
an Offer, accept or procure acceptance of such Offer), as the DX Directors
have committed to do in respect of their DX Shares (where applicable).

 

6.       Irrevocable undertakings and letters of intent

 

Bidco has received irrevocable undertakings to vote in favour of the Scheme at
the Court Meeting and the resolutions relating to the Acquisition at the
General Meeting from the DX Directors who have an interest in DX Shares, in
respect of their entire beneficial holdings, amounting to 8,777,914 DX Shares,
in aggregate, representing approximately 1.5 per cent. of the issued share
capital of DX as at 15 November 2023 (being the last practicable date prior to
this Announcement).

 

Bidco has also received irrevocable undertakings to vote (or, in relation to
DX CFDs, to use reasonable endeavours to procure votes) in favour of the
Scheme at the Court Meeting and the resolutions relating to the Acquisition at
the General Meeting from Gatemore Capital Management LLP and Lloyd Dunn in
respect of 177,864,992 DX Shares and 13,250,000 DX CFDs. The total number of
DX Shares which are subject to irrevocable undertakings received by Bidco from
Gatemore Capital Management LLP and Lloyd Dunn is 177,864,992 DX Shares,
representing approximately 29.4 per cent. of the issued share capital of DX as
at 15 November 2023 (being the last practicable date prior to this
Announcement). The total number of DX Shares and DX CFDs which are subject to
irrevocable undertakings received by Bidco from Gatemore Capital Management
LLP and Lloyd Dunn is 191,114,992 DX Shares and DX CFDs, representing
approximately 31.6 per cent. of the issued share capital of DX as at 15
November 2023 (being the last practicable date prior to this
Announcement).

 

Bidco has also received letters of intent to vote in favour of the Scheme at
the Court Meeting and the resolutions relating to the Acquisition at the
General Meeting from Canaccord Genuity Asset Management and Lombard Odier
Asset Management (Europe) Limited in respect of 130,102,908 DX Shares, in
aggregate, representing approximately 21.5 per cent. of the issued share
capital of DX as at 15 November 2023 (being the last practicable date prior to
this Announcement).

 

In aggregate, therefore, Bidco has received irrevocable undertakings and
letters of intent to vote (or, in relation to DX CFDs, to use reasonable
endeavours to procure votes) in favour of the Scheme at the Court Meeting and
the resolutions relating to the Acquisition at the General Meeting in respect
of 316,745,814 DX Shares and 13,250,000 DX CFDs. The total number of DX Shares
which are subject to irrevocable undertakings and letters of intent received
by Bidco from holders of DX Shares is 316,745,814 DX Shares, representing
approximately 52.4 per cent. of the issued share capital of DX as at 15
November 2023 (being the last practicable date prior to this Announcement).
The total number of DX Shares and DX CFDs which are subject to irrevocable
undertakings and letters of intent received by Bidco from holders of DX Shares
and DX CFDs is 329,995,814 DX Shares and DX CFDs, representing approximately
54.6 per cent. of the issued share capital of DX as at 15 November 2023 (being
the last practicable date prior to this Announcement).

 

Further details of these irrevocable undertakings and letters of intent are
set out in Appendix III.

 

7.       Information on Bidco and H.I.G.

 

Bidco

 

Bidco is a private limited company incorporated in England which is indirectly
wholly-owned by funds advised or managed by H.I.G. or its affiliates, as
advised or subadvised by H.I.G. European Capital Partners LLP. It was formed
for the purposes of the Acquisition and has not traded since its date of
incorporation, nor has it entered into any obligations other than in
connection with the Acquisition.

 

H.I.G.

 

H.I.G. is one of the world's largest middle-market private equity investment
firms with $59 billion of assets under management. H.I.G. invests in companies
across a wide range of industries and geographies and combines operational,
strategic and financial expertise in partnership with senior management to
create significant value to its portfolio companies. H.I.G. provides the
resources and capital to execute both organic growth initiatives, as well as
strategic, add on acquisitions. Since its founding in 1993, H.I.G. has
completed more than 350 control investments.

 

 

 

 

 

 

8.       Information on DX

 

DX

 

DX is a well-established provider of a wide range of delivery services to both
business and residential addresses across the UK and Ireland. First
established in 1975 as a Document Exchange service to the legal sector, DX
provides a wide range of overnight delivery services, as well as logistics
services.

 

The DX Group operates through two divisions, DX Freight and DX Express.

 

·     DX Freight comprises DX 1-Man, and 2-Man/Logistics, with the
Division being one of only a small number of operators that provides an
overnight delivery service for irregular dimension and weight freight ("IDW").

·     DX Express comprises DX Parcels and DX Exchange and Mail, with the
Division specialising in the express delivery, including pre-9am, of parcels
and documents.

 

Current Trading

 

On 3 October 2023, DX announced its final audited results of the year ended 1
July 2023. In that announcement, it announced the following in relation to the
DX Group's outlook and opportunities:

 

"We are encouraged by the progress the Group has made over the past financial
year and, in particular, by the strong profit and margin growth at both DX
Freight and DX Express, which has been underpinned by our focus on high levels
of customer service.

 

The agreement to take over 15 former Tuffnells depots and the new
relationships we have established with former customers of Tuffnells since it
entered into administration is a major development for the Group. The process
of optimising the depot network and absorbing these new depots is well under
way, with six sites now reopened.

 

We expect to make further progress in the current financial year. This will be
supported by our disciplined allocation of capital, which is prioritising
ongoing investment in the business to support growth, including our strategic
investment in the new regional hub at Nottingham.

 

The business has secured strong levels of new business in the first quarter of
the current financial year and has a good pipeline of opportunities. It is
also in a strong financial position, with healthy levels of net cash and good
cash flows. While we are conscious of the current economic headwinds, the
Board remains encouraged about growth prospects for the Group in the current
financial year and beyond."

 

On 6 November 2023, DX announced that it had reopened 14 of the 15 former
Tuffnells depots that DX took over from the administrator of Tuffnells in late
June 2023.

 

9.       Financing

 

Bidco intends to finance the Cash Consideration payable to DX Shareholders
pursuant to the Acquisition from a combination of: (a) indirect capital
contributions to Bidco by funds advised or managed by H.I.G. or its
affiliates, as advised or subadvised by H.I.G. European Capital Partners LLP
(in connection with which an equity commitment letter has been entered into
with Bidco); and (b) debt to be provided by Nomura International PLC, PGIM
Senior Loan Opportunities (Levered) II, L.P. and PGIM Senior Loan
Opportunities (Unlevered) II, L.P as Interim Lenders pursuant to the Interim
Facilities Agreement.

 

Deutsche Numis, as financial adviser to Bidco, is satisfied that sufficient
resources are available to Bidco to enable it to satisfy in full the Cash
Consideration payable to DX Shareholders under the terms of the Acquisition.

 

Further information on the financing of the Acquisition will be set out in the
Scheme Document.

 

10.     Management, employees, pensions, research and development,
locations

 

Bidco's strategic plans for DX

 

As set out in Section 3 (Background to, and reasons for, the Acquisition),
Bidco believes that the Acquisition has compelling strategic and financial
rationale.

 

In line with market practice for a UK public takeover, Bidco completed a short
period of confirmatory due diligence on DX prior to the date of this
Announcement. However, Bidco has not yet had access to sufficiently detailed
operational information to formulate a detailed strategy for DX. As is
customary for new H.I.G. acquisitions, H.I.G. intends to review DX's business
and operations following the Scheme becoming Effective. Bidco is supportive of
DX's strategy and believes there are further initiatives that would help
accelerate its existing strategy and which it intends to confirm during the
review, including: (i) sourcing and executing financially and strategically
accretive incremental M&A opportunities; (ii) continued operational and
financial improvements; and (iii) continued investment in the management and
employee team.

 

Bidco expects that the review will be completed within approximately six
months from the Effective Date.

 

Employees, management, existing rights and pensions

 

Bidco attaches great importance and value to the skills, experience and
commitment of the existing management and employees of DX and believes that
they will be a key factor in maximising the success and growth of the business
going forward.  Bidco has no intention to make any changes to the conditions
of employment or the balance of the skills and functions of DX's employees or
management.

 

Bidco confirms that, following the completion of the Acquisition, the existing
contractual and statutory employment rights, including in relation to
pensions, of all management and employees of the DX Group will be safeguarded
in accordance with applicable law.

 

Bidco reiterates its commitment to DX's employees. Whilst Bidco's
post-completion strategic review will seek to formulate an optimal strategy
for DX within six months, Bidco does not expect the outcome of the review to
result in any material reductions to DX's headcount. Any headcount reductions
are expected to arise for the most part as a result of DX ceasing to be
admitted to trading on AIM and will be carried out in accordance with
applicable law.

 

It is expected that, on the Effective Date, each non-executive DX Director
will resign with immediate effect.

 

Following completion of the Acquisition, Bidco does not intend to make any
changes with regard to the agreed employer contributions into DX's existing
defined contribution pension scheme(s) or other pension schemes. The DX Group
does not participate in any defined benefit pension scheme.

 

Bidco has not entered into, and has not had discussions on proposals to enter
into, any form of incentivisation or any other arrangements with members of
DX's management. It is the intention to put in place appropriate arrangements
for management of DX following completion of the Acquisition.

 

Headquarters, locations, research and development and fixed assets

 

Bidco does not intend to change the location of DX's headquarters or places of
business or to redeploy the fixed assets of DX.

 

DX has no research and development functions, and Bidco has no plans in this
regard.

 

Trading facilities

 

Prior to the Scheme becoming Effective, it is intended that applications will
be made to the London Stock Exchange to cancel trading in the DX Shares on
AIM, with effect from or shortly following the Effective Date and to
re-register DX as a private company.

 

No statements in this Section 10 (Management, employees, pensions, research
and development, locations) constitute "post-offer undertakings" for the
purposes of Rule 19.5 of the Code.

 

11.     DX Share Schemes

 

Participants in the DX Share Schemes will be contacted regarding the effect of
the Acquisition on their rights under the DX Share Schemes, and appropriate
proposals will be made to such participants in accordance with Rule 15 of the
Code. Further details of such proposals will be set out in the Scheme Document
and in separate letters to be sent to the participants in the DX Share Schemes
in due course.

 

12.     Acquisition-related arrangements

 

Confidentiality Agreement

 

DX and H.I.G. entered into a confidentiality agreement on 14 September 2023
(the "Confidentiality Agreement"), pursuant to which H.I.G. has undertaken to
keep confidential information relating to DX and not to disclose it to third
parties (with certain exceptions) unless required by law or regulation or
permitted pursuant to limited carve-outs to the obligations of
confidentiality.  The Confidentiality Agreement also includes customary
standstill and non-solicitation obligations applicable to H.I.G.

 

The confidentiality obligations will remain in force until the Scheme becomes
Effective or, in the event the Scheme does not become Effective, until the
date falling eighteen months from the date of the Confidentiality Agreement.

 

Co-operation Agreement

 

Pursuant to a co-operation agreement dated 16 November 2023 (the "Co-operation
Agreement"): (a) Bidco and DX have agreed to co-operate to assist with the
satisfaction of certain regulatory conditions; (b) Bidco has agreed to provide
DX with certain information for the purposes of the Scheme Document and to
otherwise assist with the preparation of the Scheme Document; (c) Bidco and DX
have agreed certain arrangements in respect of the DX Share Schemes; and (d)
the parties have agreed to certain provisions if the Acquisition should switch
to an Offer.

 

The Co-operation Agreement will terminate, amongst other things, if: (a)
agreed in writing between Bidco and DX; (b) prior to the Long Stop Date, any
Condition becomes incapable of satisfaction; (c) the DX Directors withdraw
their recommendation of the Acquisition or if the DX Directors recommend a
competing proposal by a third party; (d) the Acquisition is withdrawn or
lapses; or (e) the Scheme does not become Effective by the Long Stop Date.

 

13.     Structure of the Acquisition

 

Scheme

 

It is intended that the Acquisition will be implemented by way of a
Court-sanctioned scheme of arrangement between DX and the DX Shareholders
under Part 26 of the Companies Act (although Bidco reserves the right to
implement the Acquisition by means of an Offer, subject to the consent of the
Panel and the terms of the Co-operation Agreement).

 

The purpose of the Scheme is to provide for Bidco (or its nominee) to become
the holder of the entire issued and to be issued share capital of DX. Pursuant
to the Scheme, the DX Shares will be transferred to Bidco in consideration for
which the DX Shareholders who are on DX's register of members at the Scheme
Record Time will receive the Cash Consideration on the basis set out in
Section 2 (The Acquisition) of this Announcement.

 

Approval by Court Meeting and General Meeting

 

To become Effective, the Scheme requires, among other things:

 

(a)        satisfaction (or, where applicable, waiver) of the
Conditions including the receipt of clearances or relevant waiting periods
having expired as applicable under the merger control regime in Ireland;

 

(b)       approval by a majority in number of the Scheme Shareholders
who are present and vote, either in person or by proxy, at the Court Meeting
(and at any separate class meeting which may be required by the Court) and who
represent not less than 75 per cent. in value of the DX Shares voted by those
Scheme Shareholders;

 

(c)        approval by the requisite majority(ies) of the votes cast,
either in person or by proxy, of the resolutions required to approve and
implement the Scheme at the General Meeting; and

 

(d)       sanction of the Scheme by the Court and, following such
sanction, the delivery of a copy of the Court Order to the Registrar of
Companies.

 

Application to Court to sanction the Scheme

 

Once the approvals of the DX Shareholders have been obtained at the Court
Meeting and the General Meeting, and the other Conditions have been satisfied
or (where applicable) waived, the Scheme must be sanctioned by the Court at
the Court Hearing.

 

The Scheme will become effective in accordance with its terms on delivery of a
copy of the Court Order to the Registrar of Companies. Upon the Scheme
becoming Effective, it will be binding on all DX Shareholders, irrespective of
whether or not they attended or voted at the Court Meeting or General Meeting,
or whether they voted in favour of or against the Scheme.

 

Full details of the Scheme to be set out in the Scheme Document

 

The Scheme Document will contain further information about the Acquisition and
the notices of the Court Meeting and General Meeting, together with the
associated Forms of Proxy.  Further details of the Scheme will be set out in
the Scheme Document, including the expected timetable and the action to be
taken by DX Shareholders.

 

The Scheme will be governed by English law. The Scheme will be subject to the
applicable requirements of the Code, the Panel, the London Stock Exchange, the
FCA and the AIM Rules.

 

It is expected that the Scheme Document, together with the associated Forms of
Proxy will be published and sent to DX Shareholders and, for information only,
to participants in the DX Share Schemes within 28 days of this Announcement,
unless Bidco and DX otherwise agree, and the Panel consents, to a later date.

 

At this stage, subject to the approval and availability of the Court (which is
subject to change), and subject to the satisfaction (or, where applicable,
waiver) of the Conditions, Bidco expects the Acquisition will become Effective
in Q1 2024.

 

Subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, the Scheme Document will also be made available on Bidco's
website at https://delta-offer.com/ and DX's website at
investors.dxdelivery.com.

 

Conditions to the Acquisition

 

The Acquisition will be subject to the Conditions and further terms set out in
full in Appendix I to this Announcement and to be set out in the Scheme
Document.

 

Amongst others, the Conditions include the receipt of clearances or relevant
waiting periods having expired as applicable under the merger control regime
in Ireland.

 

The Conditions set out in paragraphs 1 and 2 of Appendix I to this
Announcement provide that the Scheme will lapse, and the Acquisition shall not
proceed (unless the Panel otherwise consents) if:

 

(a)        it does not become Effective by 11.59 p.m. on the Long Stop
Date (31 May 2024);

 

(b)        the Court Meeting is not held on or before the 22nd day
after the expected date of the Court Meeting to be set out in the Scheme
Document in due course (or such later date as may be agreed between Bidco and
DX and the Court may allow);

 

(c)        the General Meeting is not held on or before the 22nd day
after the expected date of the General Meeting to be set out in the Scheme
Document in due course (or such later date as may be agreed between Bidco and
DX and the Court may allow); or

 

(d)        the Scheme is not sanctioned on or before the 22nd day after
the expected date of the Court Hearing to be set out in the Scheme Document in
due course (or such later date as may be agreed between Bidco and DX and the
Court may allow) and a copy of the Court Order is not delivered to the
Registrar of Companies,

 

and such deadlines are not waived by Bidco or otherwise extended by agreement
between Bidco, DX, the Panel and the Court.

 

Right to switch to an Offer

 

Bidco reserves the right to elect, with the consent of the Panel, and subject
to the terms of the Co-operation Agreement, to implement the Acquisition by
way of an Offer for the entire issued and to be issued share capital of DX as
an alternative to the Scheme. In such an event, the Offer will be implemented
on the same terms or, if Bidco so decides, on such other terms being no less
favourable (subject to appropriate amendments), so far as applicable, as those
which would apply to the Scheme and subject to the amendment referred to in
Part C of Appendix I to this Announcement.

 

14.     De-listing, cancellation of trading and re-registration

 

Prior to the Scheme becoming Effective, a request will be made by DX to the
London Stock Exchange to cancel trading in DX Shares on AIM to take effect on,
or shortly after, the Effective Date.

 

On the Effective Date, share certificates in respect of DX Shares will cease
to be valid (and should be destroyed) and entitlements to DX Shares held
within the CREST system will be cancelled.

 

As soon as practicable after the Effective Date and after the cancellation of
the admission to trading in DX Shares on AIM, it is intended that DX will be
re-registered as a private limited company under the relevant provisions of
the Companies Act.

 

15.     Disclosure of interests in DX

 

As at the close of business on 15 November 2023 (being the last practicable
date prior to this Announcement), save for the Irrevocable Undertakings
referred to in Section 6 (Irrevocable undertakings and letters of intent),
none of Bidco or any of its directors or, so far as Bidco is aware, any person
acting, or deemed to be acting, in concert with Bidco had:

·   any interest in, or right to subscribe for, relevant securities of DX;

·   any short position in (whether conditional or absolute and whether in
the money or otherwise), including any short position under a derivative, any
agreement to sell or any delivery obligation or right to require another
person to purchase or take delivery of, relevant securities of DX;

·   procured an irrevocable commitment or letter of intent to accept the
terms of the Acquisition in respect of relevant securities of DX; or

·   borrowed or lent, or entered into any financial collateral arrangements
or dealing arrangements in respect of, any relevant securities of DX.

Furthermore, no indemnity or dealing arrangement (of the kind referred to in
Note 11 of the definition of "acting in concert" in the Code) exists between
Bidco or DX or any person acting in concert with Bidco or DX in relation to DX
Shares.

 

16.     General

 

The Acquisition will be subject to the Conditions and other terms set out in
Appendix I to this Announcement and to be set out in the Scheme Document.

 

Deutsche Numis and Moelis have each given and not withdrawn their consent to
the publication of this Announcement with the inclusion of their names in the
form and context in which they appear.

 

17.       Documents available on a website

 

Subject to certain restrictions relating to persons in Restricted
Jurisdictions, copies of the following documents will, by no later than 12
noon on the Business Day following the date of this Announcement, be made
available on Bidco's website at https://delta-offer.com/ and DX's website at
investors.dxdelivery.com (as applicable) until the end of the Offer Period:

 

(a)     this Announcement;

 

(b)     the Confidentiality Agreement;

 

(c)     the Co-operation Agreement;

 

(d)     the documents relating to the financing of the Acquisition
referred to in Section 9 (Financing); and

 

(e)     the Irrevocable Undertakings and letters of intent.

 

Neither the contents of Bidco's website nor the contents of DX's website, nor
the contents of any other website accessible from hyperlinks on either such
website, are incorporated into or forms part of, this Announcement.

 

Enquiries:

 

 H.I.G.
 Tobias Borkowski, Managing Director
 Deutsche Numis (Sole Financial Adviser to Bidco)                    +44 (0) 207 260 1000
 Stuart Skinner
 Alec Pratt
 William Wickham
 Alexander Kladov
 Upland Workshop (PR Adviser to Bidco)                               +1 781 771 7459
 Jeremy Adler
 DX
 Paul Ibbetson, Chief Executive Officer                              +44 20 3178 6378
 David 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

Skadden, Arps, Slate, Meagher & Flom (UK) LLP is acting as legal adviser
to Bidco in connection with the Acquisition. Addleshaw Goddard LLP is acting
as legal adviser to DX in connection with the Acquisition.

 

Important notices relating to financial advisers

 

Numis Securities Limited ("Deutsche Numis"), which is authorised and regulated
by the FCA in the United Kingdom, is acting exclusively for Bidco and for no
one else in connection with the Offer and/or any other matter referred to in
this Announcement and will not be responsible to anyone other than Bidco for
providing the protections afforded to its clients or for providing advice in
relation to the Acquisition, the contents of this Announcement, or any other
matters referred to in this Announcement. Neither Deutsche Numis nor any of
its affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct, indirect, consequential, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of
Deutsche Numis in connection with this Announcement, any statement or other
matter or arrangement referred to herein or otherwise.

 

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 Acquisitoin, 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 any part of, an offer, invitation or the
solicitation of an offer to purchase or subscribe, otherwise acquire,
subscribe for, exchange, 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 will be 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 will be made solely by the Scheme Document (or, in the event
that the Offer is to be implemented by means of an Offer, the Offer Document),
which will contain 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 once it has been
published. Each DX Shareholder is urged to consult their independent
professional 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 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, accountant
or from an independent financial adviser duly authorised under the Financial
Services and Markets Act 2000 (as amended).

 

Overseas shareholders

 

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. In particular, the ability of persons who
are not resident in the United Kingdom or who are subject to the laws of
another jurisdiction to vote their DX Shares in respect of the Scheme at the
Court Meeting, or to execute and deliver Forms of Proxy appointing another to
vote at the Court Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located or to which they are subject.
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 will
be contained in the Scheme Document.

 

Additional information for US investors in DX

 

The Acquisition relates to the shares of an English company and is being made
by way of a scheme of arrangement provided for under Part 26 of the Companies
Act. The Acquisition, implemented by way 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 and the Scheme will be subject to
the disclosure requirements and practices applicable to a scheme of
arrangement involving a target company incorporated in England with its
securities admitted to trading on AIM, which differ from the disclosure
requirements of US tender offer and proxy solicitation rules. If, in the
future, Bidco exercises its right to implement the Acquisition by way of an
Offer and determines to extend the Offer into the United States, the
Acquisition will be made in compliance with applicable US laws and
regulations.

 

The financial information included in this Announcement has been prepared in
accordance with the accounting standards applicable in the UK and thus may not
be comparable to financial information of US companies or companies whose
financial statements are prepared in accordance with US generally accepted
accounting principles.

 

It may be difficult for US DX Shareholders to enforce their rights and any
claim arising out of the US federal securities laws, because DX is located in
a non-US country, and some or all of its officers and directors are residents
of a non-US country. US DX Shareholders may not be able to sue a non-US
company or its officers or directors in a non-US court for violations of the
US 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.

 

US DX Shareholders also should be aware that the Acquisition may have tax
consequences for US federal income tax purposes and under applicable US state
and local, as well as foreign and other, tax laws, and, that such
consequences, if any, are not described herein, US DX Shareholders are urged
to consult with legal, tax and financial advisers in connection with making a
decision regarding the Acquisition.

 

Forward-looking statements

 

This Announcement contains certain forward-looking statements with respect to
the financial condition, results of operations and business of DX and certain
plans and objectives of Bidco and DX

 

These forward-looking statements can be identified by the fact that they do
not relate only to historical or current facts. These statements are based on
assumptions and assessments made by DX, H.I.G. and/or Bidco in the light of
their experience and their perception of historical trends, current
conditions, future developments and other factors they believe appropriate,
and therefore are subject to risks and uncertainties which could cause actual
results to differ materially from those expressed or implied by those
forward-looking statements.

 

Forward-looking statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aim",
"will", "continue", "may", "would", "could" or "should" or other words of
similar meaning or the negative thereof. Forward-looking statements include
statements relating to the following: (i) future capital expenditures,
expenses, revenues, economic performance, synergies, financial conditions,
market growth, dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of the operations of the
Bidco Group or the DX Group; and (iii) the effects of government regulation on
the business of the Bidco Group or the DX Group. 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 the
global, political, economic, business, competitive, market and regulatory
forces, future exchange and interest rates, changes in tax rates and future
business combinations or disposals.

 

These forward-looking statements are based on numerous assumptions regarding
the present and future business strategies of such persons and the environment
in which each will operate in the future. 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 Announcement 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
Announcement are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
Announcement. All subsequent oral or written forward-looking statements
attributable to Bidco or DX or any persons acting on their behalf are
expressly qualified in their entirety by the cautionary statement above.
Neither of Bidco nor DX undertakes any obligation to update publicly or revise
forward-looking statements, whether as a result of new information, future
events or otherwise, except to the extent legally required.

 

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.

 

Right to switch to an Offer

 

Bidco reserves the right to elect, with the consent of the Panel, and subject
to the terms of the Co-operation Agreement, to implement the Acquisition by
way of an Offer for the entire issued and to be issued share capital of DX as
an alternative to the Scheme. In such an event, the Offer will be implemented
on the same terms or, if Bidco so decides, on such other terms being no less
favourable (subject to appropriate amendments), so far as applicable, as those
which would apply to the Scheme and subject to the amendment referred to in
Part C of Appendix I to this Announcement.

 

Publication on website

 

A copy of this Announcement and the documents required to be published
pursuant to Rule 26.1 and Rule 26.2 of the Code will be made available
(subject to certain restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, at https://delta-offer.com/ and at
investors.dxdelivery.com and by no later than 12 noon on the Business Day
following the date of this Announcement.

 

Neither the contents of these websites nor the content of any other website
accessible from hyperlinks on such websites is incorporated into, or forms
part of, this Announcement.

 

Hard copy documents

 

In accordance with Rule 30.3 of the Code, DX Shareholders, persons with
information rights and participants in the DX Share Schemes may request a hard
copy of this Announcement by contacting the Company Secretary during business
hours on 0333 241 1624 or legalandregulatory@dxdelivery.com.

 

For persons who receive a copy of this Announcement in electronic form or via
a website notification, a hard copy of this Announcement will not be sent
unless so requested. Such persons may, subject to applicable securities laws,
also request that all future documents, announcements and information be sent
to them in relation to the Acquisition in hard copy form.

 

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 the figures that precede them.

 

UK Market Abuse Regulation

 

This Announcement contains inside information for the purposes of Article 7 of
UK MAR. Market soundings (as defined in UK MAR) were taken in respect of a
potential offer with the result that certain persons became aware of inside
information (as defined in UK MAR) as permitted by UK MAR. This inside
information is set out in this Announcement. Therefore, those persons that
received inside information in a market sounding are no longer in possession
of such inside information relating to DX and its securities.

 

Electronic communications

 

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.

 

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.

 

APPENDIX I

 

CONDITIONS AND FURTHER TERMS OF THE ACQUISITION

 

Part A

 

Conditions to the Acquisition

 

1.       The Acquisition will be conditional upon the Scheme becoming
unconditional and Effective, subject to the Code, by no later than 11.59 p.m.
on the Long Stop Date.

 

Scheme approval

 

2.       The Scheme will be conditional upon:

 

(a)     (i)      its approval by a majority in number representing
not less than 75 per cent. in value of the DX Shareholders (or the relevant
class or classes thereof, if applicable) in each case present, entitled to
vote and voting, either in person or by proxy, at the Court Meeting and at any
separate class meeting which may be required by the Court or at any
adjournment of any such meeting; and

 

(ii)     the Court Meeting and any separate class meeting which may be
required by the Court or any adjournment of any such meeting being held on or
before the 22nd day after the expected date of the Court Meeting to be set out
in the Scheme Document in due course (or such later date, if any, as Bidco and
DX may agree and the Court may allow);

 

(b)     (ii)     all resolutions necessary to approve and implement
the Scheme being duly passed by the requisite majority or majorities at the
General Meeting or at any adjournment of that meeting; and

 

(ii)     the General Meeting or any adjournment of that meeting being held
on or before the 22nd day after the expected date of the General Meeting to be
set out in the Scheme Document in due course (or such later date, if any, as
Bidco and DX may agree and the Court may allow); and

 

(c)     (i)      the sanction of the Scheme by the Court (with or
without modification (but subject to any such modification being acceptable to
Bidco and DX)) and the delivery of a copy of the Court Order to the Registrar
of Companies; and

 

(ii)     the Court Hearing being held on or before the 22nd day after the
expected date of the Court Hearing to be set out in the Scheme Document in due
course (or such later date, if any, as Bidco and DX may agree and the Court
may allow).

 

Other Conditions

 

3.       The Acquisition will also be conditional upon the following
Conditions and, accordingly, the necessary actions to make the Scheme
Effective will not be taken unless the following Conditions (as amended if
appropriate) have been satisfied or, where capable of waiver, waived:

 

Ireland

 

(a)     the required notification pursuant to section 18(1) of the
Competition Act 2002 (as amended) (the "Irish Competition Act") having been
made, and one of the following events having occurred:

 

(i)      the Competition and Consumer Protection Commission ("CCPC")
having informed the parties that it has determined, pursuant to Section
21(2)(a) of the Irish Competition Act that the Acquisition may be put into
effect, either unconditionally or subject to conditions that are acceptable to
Bidco, and the CCPC's determination has not expired; or

 

(ii)     the period specified in Section 21(2) of the Irish Competition
Act, including, if applicable, any period of extension pursuant to Section
21(4) of the Irish Competition Act, having elapsed without the CCPC having
informed the parties of the determination (if any) it has made under Section
21(2) of the Irish Competition Act in relation to the Acquisition;

 

(b)     in the event that the CCPC determines that it will carry out a
full investigation of the following events having occurred:

 

(iii)    following the carrying out by the CCPC of a full investigation,
the CCPC having made a determination that the Acquisition may be put into
effect either without conditions in accordance with Section 22(3)(a) of the
Irish Competition Act or subject to conditions pursuant to Section 22(3)(c) of
the Irish Competition Act and, in each case, the CCPC's determination has (a)
not expired and (b) been given on terms that are acceptable to Bidco; or

 

(iv)    the period specified in section 19(1)(d) of the Irish Competition
Act having elapsed without the CCPC having made a determination under Section
22(3) of the Irish Competition Act in relation to the Acquisition. For the
purposes of this paragraph, where section 22(4B) of the Competition Act
applies, references to '120 working days' shall be replaced with '135 working
days';

 

General third party clearances

 

(c)     the waiver (or non-exercise within any applicable time limits) by
any relevant government or governmental, quasi-governmental, supranational,
statutory, regulatory, environmental or investigative body, court, trade
agency, association, institution, any entity owned or controlled by any
relevant government or state, or any other body or person whatsoever in any
jurisdiction (each a "Third Party") of any termination right, right of
pre-emption, first refusal or similar right (which is material in the context
of the Wider DX Group or the Wider Bidco Group taken as a whole) arising as a
result of or in connection with the Acquisition including, without limitation,
its implementation and financing or the proposed direct or indirect
acquisition of any shares or other securities in, or control of, DX by Bidco
or any member of the Bidco Group;

 

(d)     no Third Party having given notice of a decision to take,
institute, implement or threaten any action, proceeding, suit, investigation,
enquiry or reference, or enacted, made or proposed any statute, regulation,
decision or order, or having taken any other steps which would or might
reasonably be expected to:

 

(i)      require, prevent or materially delay the divestiture, or
materially alter the terms envisaged for any proposed divestiture by any
member of the Wider Bidco Group or any member of the Wider DX Group of all or
any portion of their respective businesses, assets or property or impose any
limitation on the ability of any of them to conduct their respective
businesses (or any of them) or to own any of their respective assets or
properties or any part thereof which in any such case would be material in the
context of the Wider DX Group or Wider Bidco Group taken as a whole;

 

(ii)     require, prevent or materially delay, or materially alter the
terms envisaged for, any proposed divestiture by any member of the Wider Bidco
Group of any shares or other securities in DX;

 

(iii)    impose any material limitation on, or result in a delay in, the
ability of any member of the Wider Bidco Group directly or indirectly to
acquire or to hold or to exercise effectively, directly or indirectly, all or
any rights of ownership in respect of shares or loans or securities
convertible into shares or any other securities (or the equivalent) in any
member of the Wider DX Group or the Wider Bidco Group or to exercise
management control over any such member, in each case, to an extent which is
material in the context of the Wider DX Group or the Wider Bidco Group;

 

(iv)    otherwise adversely affect the business, assets, profits or
prospects of any member of the Wider Bidco Group or of any member of the Wider
DX Group to an extent which is material in the context of the Wider Bidco
Group or the Wider DX Group, in either case taken as a whole;

 

(v)     make the Acquisition or its implementation or the acquisition or
proposed acquisition by Bidco or any member of the Wider Bidco Group of any
shares or other securities in, or control of DX void, illegal, or
unenforceable under the laws of any relevant jurisdiction, or otherwise,
directly or indirectly, materially restrain, restrict, prohibit, delay or
otherwise interfere with the same, or impose material additional conditions or
obligations with respect thereto, or otherwise challenge or interfere
therewith;

 

(vi)    require (save as envisaged by the Acquisition) any member of the
Wider Bidco Group or the Wider DX Group to offer to acquire any shares or
other securities (or the equivalent) or interest in any member of the Wider DX
Group or the Wider Bidco Group owned by any third party where such acquisition
would be material in the context of the Wider DX Group taken as a whole or, as
the case may be, the Wider Bidco Group taken as a whole;

 

(vii)   impose any limitation on the ability of any member of the Wider
Bidco Group to integrate or co-ordinate its business, or any part of it, with
the businesses or any part of the businesses of any other member of the Wider
DX Group which is adverse to and material in the context of the Wider DX Group
or the Wider Bidco Group, in each case taken as a whole in the context of the
Acquisition; or

 

(viii)  result in any member of the Wider DX Group ceasing to be able to
carry on business under any name under which it presently does so, and all
applicable waiting and other time periods during which any such Third Party
could institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference or any other step under the laws of any
jurisdiction in respect of the Acquisition or the acquisition or proposed
acquisition of any DX Shares having expired, lapsed or been terminated;

 

(e)     in addition to the competition law approval referred to in
Condition 3(a)-(b) above, all necessary filings or applications having been
made in connection with the Acquisition and all necessary statutory or
regulatory obligations in any jurisdiction having been complied with in
connection with the Acquisition or the acquisition by any member of the Wider
Bidco Group of any shares or other securities in, or control of, DX and all
authorisations, orders, recognitions, grants, consents, licences,
determinations confirmations, clearances, permissions, exemptions and
approvals or the proposed acquisition of any shares or other securities in, or
control of, DX by any member of the Wider Bidco Group having been obtained in
terms and in a form reasonably satisfactory to Bidco from all appropriate
Third Parties or persons with whom any member of the Wider DX Group has
entered into contractual arrangements and all such authorisations, orders,
recognitions, grants, consents, licences, determinations, confirmations,
clearances, permissions, exemptions and approvals together with all
authorisations orders, recognitions, grants, licences, confirmations,
clearances, permissions and approvals necessary or appropriate to carry on the
business of any member of the Wider DX Group, in each case which is material
in the context of the Wider Bidco Group or the Wider DX Group as a whole,
remaining in full force and effect and all material filings necessary for such
purpose have been made and there being no notice or intimation of any
intention to revoke or not to renew any of the same at the time at which the
Acquisition becomes otherwise unconditional and all necessary statutory or
regulatory obligations in any jurisdiction having been complied with;

 

Certain matters arising as a result of any arrangement, agreement etc.

 

(f)      except as Disclosed, there being no provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
Wider DX Group is a party or by or to which any such member or any of its
assets are or may be bound, entitled or subject, which, in each case as a
consequence of the Acquisition or the proposed acquisition of any shares or
other securities in DX or because of a change in the control or management of
DX or otherwise, would or would reasonably be expected to result in (in each
case to an extent which is material in the context of the Wider DX Group as a
whole, or in the context of the Acquisition):

 

(i)      any monies borrowed by or any other indebtedness or liabilities
(actual or contingent) of, or grant available to any such member, being or
becoming repayable or capable of being declared repayable immediately or
earlier than their or its stated maturity date or repayment date or the
ability of any such member to borrow monies or incur any indebtedness being
withdrawn or inhibited or being capable of becoming or being withdrawn or
inhibited;

 

(ii)     any such agreement, arrangement, licence, permit or instrument or
the rights, liabilities, obligations or interests of any such member
thereunder being terminated or adversely modified or affected or any onerous
obligation or liability arising or any action being taken or arising
thereunder;

 

(iii)    any assets or interests of any such member being or falling to be
disposed of or charged or ceasing to be available to any such member or any
right arising under which any such asset or interest could be required to be
disposed of or charged or could cease to be available to any such member other
than in the ordinary course of business;

 

(iv)    the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property or
assets of any such member;

 

(v)     the rights, liabilities, obligations or interests of any such
member in, or the business of any such member with, any person, firm or body
(or any arrangement or arrangements relating to any such interest or business)
being terminated, adversely modified or affected;

 

(vi)    the value of any such member or its financial or trading position
or prospects being prejudiced or adversely affected;

 

(vii)   any such member ceasing to be able to carry on business under any
name under which it presently does so;

 

(viii)  the creation of any liability, actual or contingent, by any such
member (including any material tax liability or any obligation to obtain or
acquire any material authorisation, notice, waiver, concession, agreement or
exemption from any Third Party or any person), other than trade creditors or
other liabilities incurred in the ordinary course of business; or

 

(ix)    any liability of any such member to make any severance,
termination, bonus or other payment to any of its directors or other officers,

 

and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
Wider DX Group is a party or by or to which any such member or any of its
assets may be bound, entitled or subject, would or might reasonably be
expected to result in any of the events or circumstances as are referred to in
sub-paragraphs (i) to (ix) of this Condition (e), in each case which is or
would be material in the context of the Wider DX Group taken as a whole;

 

No material transactions, claims or changes in the conduct of the business of
the DX Group

 

(g)     except as Disclosed, no member of the Wider DX Group having, since
1 July 2023:

 

(i)      save as between DX and wholly-owned subsidiaries of DX or for DX
Shares issued pursuant to the exercise of options or vesting of awards granted
under the DX Share Schemes, issued, authorised or proposed the issue of
additional shares of any class or transferred or sold any shares out of
treasury;

 

(ii)     save as between DX and wholly-owned subsidiaries of DX or for the
grant of options and awards and other rights under the DX Share Schemes,
issued or agreed to issue, authorised or proposed the issue of securities
convertible into shares of any class or rights, warrants or options to
subscribe for, or acquire, any such shares or convertible securities;

 

(iii)    save for the Permitted Dividend and other than to another member
of the DX Group, recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus, dividend or other distribution whether payable
in cash or otherwise;

 

(iv)    save for intra-DX Group transactions, authorised, implemented or
announced any merger or demerger with any body corporate or acquired or
disposed of or transferred, mortgaged or charged or created any security
interest over any assets or any right, title or interest in any asset
(including shares and trade investments) or authorised or proposed or
announced any intention to propose any merger, demerger, acquisition or
disposal, transfer, mortgage, charge or security interest, in each case, other
than in the ordinary course of business;

 

(v)     save for intra-DX Group transactions, made or authorised or
proposed or announced an intention to propose any material change in its loan
capital;

 

(vi)    issued, authorised or proposed the issue of, or made any change in
or to, any debentures or (save for intra-DX Group transactions), save in the
ordinary course of business, incurred or increased any indebtedness or become
subject to any liability (actual or contingent);

 

(vii)   purchased, redeemed or repaid or announced any proposal to purchase,
redeem or repay any of its own shares or other securities or reduced or, save
in respect to the matters mentioned in sub-paragraph (i) above, made any other
change to any part of its share capital;

 

(viii)  implemented, or authorised, proposed or announced its intention to
implement, any reconstruction, amalgamation, scheme, commitment or other
transaction or arrangement otherwise than in the ordinary course of business
or entered into or changed the terms of any contract with any director or
senior executive;

 

(ix)    entered into or varied or authorised, proposed or announced its
intention to enter into or vary any contract, transaction or commitment
(whether in respect of capital expenditure or otherwise) which is of a long
term, onerous or unusual nature or magnitude or which is or could be
restrictive on the businesses of any member of the Wider DX Group or the Wider
Bidco Group or which involves an obligation of such a nature or magnitude or
which is other than in the ordinary course of business and which, in any such
case, is material in the context of the Wider DX Group or the Wider Bidco
Group taken as a whole;

 

(x)     been unable or deemed unable, or admitted in writing that it is
unable, to pay its debts as they fall due or having stopped or suspended (or
threatened to stop or suspend) payment of its debts generally or ceased or
threatened to cease carrying on all or a substantial part of its business
which, in any such case, is material in the context of the Wider DX Group
taken as a whole;

 

(xi)    (other than in respect of a member of the Wider DX Group which is
dormant and was solvent at the relevant time) taken any corporate action or
had any legal proceedings started or threatened against it for its winding-up,
dissolution or reorganisation or for the appointment of a receiver,
administrative receiver, administrator, manager, trustee or similar officer of
all or any of its assets or revenues or any analogous proceedings in any
jurisdiction or had any such person appointed;

 

(xii)   commenced negotiations with any of its creditors or taken any step,
in each case in connection with financial difficulties of the DX Group, with a
view to rescheduling or restructuring any of its indebtedness or entered into
a composition, compromise, assignment or arrangement with any of its creditors
whether by way of a voluntary arrangement, scheme of arrangement, deed of
compromise or otherwise, or entered into any agreement with any of its
creditors to refinance, reschedule or restructure any of its indebtedness;

 

(xiii)  waived, settled or compromised any claim otherwise than in the
ordinary course of business and which is material in the context of the Wider
DX Group taken as a whole;

 

(xiv)  entered into any contract, commitment, arrangement or agreement
otherwise than in the ordinary course of business or passed any resolution or
made any offer (which remains open for acceptance) with respect to or
announced any intention to, or to propose to, effect any of the transactions,
matters or events referred to in this Condition (f) and which is material in
the context of the Wider DX Group taken as a whole;

 

(xv)   made any alteration to its constitutional documents (other than in
connection with the Scheme) which is material and adverse to the interests of
Bidco in the context of the Acquisition;

 

(xvi)  made or agreed or consented to any significant change to:

 

(A)    the terms of the trust deeds, scheme rules or other documentation
constituting the pension scheme(s) established by any member of the Wider DX
Group for its directors, employees or their dependents;

 

(B)     the contributions payable to any such scheme(s) or to the benefits
which accrue or to the pensions which are payable thereunder;

 

(C)     the basis on which qualification for, or accrual or entitlement
to, such benefits or pensions are calculated or determined; or

 

(D)    the basis upon which the liabilities (including pensions) of such
pension schemes are funded, valued or made, in each case, to the extent which
is material in the context of the Wider DX Group taken as a whole;

 

(xvii) proposed, agreed to provide or modified the terms of any share option
scheme, incentive scheme or other benefit relating to the employment or
termination of employment of any person employed by the Wider DX Group and in
each case which is material in the context of the Wider DX Group taken as a
whole; or

 

(xviii)        having taken (or agreed or proposed to take) any action
which requires, or would require, the consent of the Panel or the approval of
DX Shareholders in a general meeting in accordance with, or as contemplated
by, Rule 21.1 of the Code;

 

No adverse change, litigation or regulatory enquiry

 

(h)     except as Disclosed, since 1 July 2023:

 

(i)      no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or prospects of any
member of the Wider DX Group which is material in the context of the Wider DX
Group taken as a whole;

 

(ii)     no litigation, arbitration proceedings, prosecution or other
legal or regulatory proceedings to which any member of the Wider DX Group is
or may become a party (whether as a plaintiff, defendant or otherwise) and no
investigation by any Third Party against or in respect of any member of the
Wider DX Group having been instituted, announced, implemented or threatened by
or against or remaining outstanding in respect of any member of the Wider DX
Group which is material in the context of the Wider DX Group taken as a whole;

 

(iii)    no contingent or other liability having arisen or become apparent
to Bidco which would be likely to adversely affect any member of the Wider DX
Group, taken as a whole;

 

(iv)    no steps having been taken which are likely to result in the
withdrawal, cancellation, termination or modification of any licence or permit
held by any member of the Wider DX Group which is necessary for the proper
carrying on of its business and the withdrawal, cancellation, termination or
modification of which has had, or would reasonably be expected to have, a
material adverse effect of the Wider DX Group taken as a whole or in the
context of the Acquisition; and

 

(v)     no member of the Wider DX Group having conducted its business in
breach of any applicable laws and regulations which in any case is material in
the context of the Wider DX Group taken as a whole;

 

No discovery of certain matters

 

(i)      except as Disclosed, Bidco not having discovered:

 

(i)      that any financial, business or other information concerning the
Wider DX Group as contained in the information publicly disclosed at any time
by or on behalf of any member of the Wider DX Group is misleading, contains a
material misrepresentation of fact or omits to state a fact necessary to make
that information not misleading; or

 

(ii)     that any member of the Wider DX Group is subject to any liability
(actual or contingent) which is not disclosed in the annual report and
accounts of DX for the financial year ended 1 July 2023,

 

in each case, to the extent which is material in the context of the Wider DX
Group taken as a whole;

 

(j)      except as Disclosed, Bidco not having discovered that:

 

(i)      any past or present member of the Wider DX Group has failed to
comply in any material respect with any or all applicable legislation or
regulations, of any jurisdiction with regard to the use, treatment, handling,
storage, carriage, disposal, spillage, release, discharge, leak or emission of
any waste or hazardous substance or any substance likely to impair materially
the environment (including property) or harm human health or animal health or
otherwise relating to environmental matters or the health and safety of
humans, or that there has otherwise been any such use, treatment, handling,
storage, carriage, disposal, spillage, release, discharge, leak or emission
(whether or not the same constituted a non-compliance by any person with any
such legislation or regulations, and wherever the same may have taken place)
any of which storage, carriage, disposal, spillage, release, discharge, leak
or emission which would be likely to give rise to any material liability
(actual or contingent) or material cost on the part of any member of the Wider
DX Group; or

 

(ii)     there is, or is likely to be, for that or any other reason
whatsoever, any material liability (actual or contingent) of any past or
present member of the Wider DX Group to make good, remediate, repair,
reinstate or clean up any property now or previously owned, occupied, operated
or made use of or controlled by any such past or present member of the Wider
DX Group, under any environmental legislation, regulation, notice, circular or
order of any government, governmental, quasi-governmental, state or local
government, supranational, statutory or other regulatory body, agency, court,
association or any other person or body in any jurisdiction; or

 

(iii)    circumstances exist (whether as a result of the Acquisition or
otherwise) which would be reasonably likely to lead to any Third Party
instituting, or whereby any member of the Wider Bidco Group, or any present or
past member of the Wider DX Group, would be likely to be required to
institute, an environmental audit or take any other steps which would in any
such case be reasonably likely to result in any liability (whether actual or
contingent) to improve, modify existing or install new plant, machinery or
equipment or carry out changes in the processes currently carried out or make
good, remediate, repair, re-instate or clean up any land or other asset
currently or previously owned, occupied or made use of by any past or present
member of the Wider DX Group (or on its behalf) or by any person for which a
member of the Wider DX Group is or has been responsible, or in which any such
member may have or previously have had or be deemed to have had an interest
which is material in the context of the DX Group taken as a whole; or

 

 

 

Anti-corruption, economic sanctions, criminal property and money laundering

 

(k)     save as Disclosed, Bidco not having discovered that:

 

(i)      any past or present member, director, officer or employee of the
Wider DX Group is or has at any time engaged in any activity, practice or
conduct which would constitute an offence under the Bribery Act 2010, the US
Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption
or anti bribery law, rule or regulation or any other law, rule or regulation
concerning improper payments or kickbacks, or any person that performs or has
performed services for or on behalf of the Wider DX Group is or has at any
time engaged in any activity, practice or conduct in connection with the
performance of such services which would constitute an offence under the
Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other
applicable anti-corruption law, rule or regulation or any other law, rule or
regulation concerning improper payments or kickbacks; or

 

(ii)     any asset of any member of the Wider DX Group constitutes
criminal property as defined by section 340(3) of the Proceeds of Crime Act
2002 (but disregarding paragraph (b) of that definition) or proceeds of crime
under any other applicable law, rule or regulation concerning money laundering
or proceeds of crime or any member of the Wider DX Group is found to have
engaged in activities constituting money laundering under any applicable law,
rule or regulation concerning money laundering; or

 

(iii)    any past or present member, director, officer or employee of the
DX Group, or any other person for whom any such person may be liable or
responsible, is or has engaged in any conduct which would violate applicable
economic sanctions or dealt with, engaged in any business with, made any
investments in, made any funds or assets available to or received any funds or
assets from: (a) any government, entity or individual in respect of which US,
UK or European Union persons, or persons operating in those territories, are
prohibited from engaging in activities or doing business, or from receiving or
making available funds or economic resources, by US, UK or European Union laws
or regulations, including the economic sanctions administered by the US Office
of Foreign Assets Control, or HM Treasury in the UK; or (b) any government,
entity or individual targeted by any of the economic sanctions of the United
Nations, the US, the UK, the European Union or any of its member states; or

 

(iv)    any past or present member, director, officer or employee of the
Wider DX Group, or any other person for whom any such person may be liable or
responsible (a) has engaged in conduct which would violate any relevant
anti-terrorism laws, rules, or regulations, (b) has engaged in conduct which
would violate any relevant anti-boycott law, rule or regulation or any
applicable export controls, including but not limited to the Export
Administration Regulations administered and enforced by the U.S. Department of
Commerce or the International Traffic in Arms Regulations administered and
enforced by the U.S. Department of State, (c) has engaged in conduct which
would violate any relevant laws, rules, or regulations concerning human
rights, including but not limited to any law, rule or regulation concerning
false imprisonment, torture or other cruel and unusual punishment, or child
labour, or (iv) is debarred or otherwise rendered ineligible to bid for or to
perform contracts for or with any government, governmental instrumentality or
international organisation or found to have violated any applicable law, rule
or regulation concerning government contracting or public procurement; or

 

(v)     any member of the DX Group is or has been engaged in any
transaction which would cause Bidco to be in breach of any law or regulation
upon its acquisition of DX, including but not limited to the economic
sanctions of the US Office of Foreign Assets Control, or HM Treasury &
Customs in the UK, or any government, entity or individual targeted by any of
the economic sanctions of the United Nations, the US, the UK, the European
Union or any of its member states,

 

in each case, to the extent which is material in the context of the Wider DX
Group taken as a whole.

 

 

Part B

 

Waiver and Invocation of the Conditions

 

1.       Subject to the requirements of the Panel in accordance with the
Code, Bidco reserves the right in its sole discretion to waive, in whole or in
part, all or any of the Conditions in Part A above, except for Conditions
2(a)(i), 2(b)(i) and 2(c)(i) (Scheme Approval), which cannot be waived.  If
any of Conditions 2(a)(i), 2(b)(i) and 2(c)(i) (Scheme Approval) is not
satisfied by the relevant deadline specified in the relevant Condition, Bidco
shall make an announcement by 8.00 a.m. on the Business Day following such
deadline confirming whether it has invoked the relevant Condition, waived the
relevant deadline or agreed with DX to extend the relevant deadline.

 

2.       The Acquisition will be subject to the satisfaction (or waiver,
if permitted) of the Conditions in Part A above, and to certain further terms
set out in Part D below, and to the full terms and conditions which will be
set out in the Scheme Document.

 

3.       Conditions 2(a)(i), 2(b)(i) and 3(a) to (k) (inclusive) must be
fulfilled, determined by Bidco to be or to remain satisfied or (if capable of
waiver) waived, by no later than 11.59 p.m. on the date immediately preceding
the date of the Court Hearing, failing which the Acquisition will lapse. Bidco
shall be under no obligation to waive or treat as satisfied any of Conditions
3(a) to (k) (inclusive) by a date earlier than the latest date specified above
for the fulfilment or waiver thereof, notwithstanding that the other
Conditions to the Acquisition may at such earlier date have been waived or
fulfilled and that there are at such earlier date no circumstances indicating
that any of such Conditions may not be capable of fulfilment.

 

4.        Under Rule 13.5(a) of the Code, Bidco may not invoke a
Condition so as to cause the Acquisition not to proceed, to lapse or be
withdrawn without the consent of the Panel.  The Panel will normally only
give its consent if the circumstances which give rise to the right to invoke
the Condition are of material significance to Bidco in the context of the
Acquisition. Conditions 1 and 2 of Part A (and, if applicable, any acceptance
condition adopted on the basis specified in paragraph 2 of Part C below in
relation to any Offer) are not subject to this provision of the Code. Each
other Condition will be subject to Rule 13.5(a) of the Code and may be waived
by Bidco.

 

 

 Part C

 

Implementation by way of an Offer

 

1.       Bidco reserves the right to elect to implement the Acquisition
by way of an Offer as an alternative to the Scheme with the consent of the
Panel and subject to the terms of the Co-operation Agreement.

 

2.       In such event, such Offer will be implemented on the same terms
and conditions or, if Bidco so decides, on such other terms and conditions
being no less favourable, so far as applicable, as those which would apply to
the Scheme subject to appropriate amendments to reflect the change in method
of effecting the Offer, including (without limitation) the inclusion of an
acceptance condition set at 75 per cent. of the DX Shares to which the Offer
relates or such lesser percentage as Bidco, with the consent of the Panel,
decides, being in any case more than 50 per cent. of the DX Shares to which
the Offer relates.

 

 

Part D

 

Certain further terms of the Acquisition

 

1.       The Acquisition will lapse if the Scheme does not become
Effective by 11.59 p.m. on the Long Stop Date.

 

2.       The availability of the Acquisition to persons not resident in
the UK may be affected by the laws and regulations of the relevant
jurisdictions. Persons who are not resident in the UK should inform themselves
about, and observe, any applicable requirements. DX Shareholders who are in
any doubt about such matters should consult an appropriate independent
professional adviser in the relevant jurisdiction without delay and observe
any applicable requirements.

 

3.       This Acquisition will be governed by English law and be subject
to the jurisdiction of the English courts and to the Conditions set out in the
Scheme Document. The Acquisition will be subject to the applicable rules and
regulations of the FCA, the London Stock Exchange, the Panel and the Code.

 

4.       Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other Condition.

 

5.       The DX Shares will be acquired by Bidco (or its nominee) with
full title guarantee, fully paid and free from all liens, equitable interests,
charges, encumbrances, rights of pre-emption and any other third party rights
or interests whatsoever and together with all rights existing at the date of
this Announcement or thereafter attaching thereto, including (without
limitation) the right to receive and retain, in full, all dividends and other
distributions (if any) declared, made or paid or any other return of capital
(whether by way of reduction of share capital or share premium account or
otherwise) made on or after the Effective Date in respect of the DX Shares.

 

6.       Save for the Permitted Dividend, if any dividend, distribution
or other return of value is announced, authorised, declared, made or paid in
respect of the DX Shares on or after the date of this Announcement and prior
to the Effective Date, Bidco reserves the right to reduce the consideration
payable pursuant to the Acquisition in respect of each DX Share by the amount
of all or part of any such dividend, distribution or other return of value.
In such circumstances, DX Shareholders shall be entitled to retain such
dividend, distribution or other return of value.

 

7.       If Bidco is required by the Panel to make an offer for DX
pursuant to Rule 9 of the Code, Bidco may make such alterations to any of the
above Conditions and terms of the Acquisition as are necessary to comply with
the provisions of the Code.

 

 

 

 

 

APPENDIX II

 

SOURCES OF INFORMATION AND BASES OF CALCULATION

 

In this Announcement, unless otherwise stated or the context otherwise
requires, the following bases and sources have been used:

 

·        DX's fully diluted equity value has been calculated on the
basis of a fully diluted issued ordinary share capital of 650,035,435 DX
Shares, calculated as:

 

o       604,900,491 DX Shares in issue on 15 November 2023 (being the
latest practicable date prior to this Announcement); plus

 

o       45,134,944 DX Shares to be issued on the expected exercise of
options granted or expected to be granted under the DX Share Schemes being the
expected number of DX Shares which could be issued on or after the date of
this Announcement on the exercise of options under the DX Share Schemes.

 

·        The premium calculations to the price per DX Share used in
this Announcement have been calculated by reference to:

 

o       the Closing Price on 8 September 2023 (being the last Business
Day prior to the date of the commencement of the Offer Period) of 36.5 pence
per DX Share;

 

o       the volume weighted average Closing Price of 36.0 pence per DX
Share for the one-month period ended on 8 September 2023 (being the last
Business Day prior to the date of the commencement of the Offer Period)
derived from Bloomberg;

 

o       the volume weighted average Closing Price of 29.0 pence per DX
Share for the twelve-month period ended on 8 September 2023 (being the last
Business Day prior to the date of the commencement of the Offer Period)
derived from Bloomberg; and

 

o       the highest Closing Price between 13 November 2015 and 8
September 2023 (being the last Business Day prior to the date of the
commencement of the Offer Period) of 37.3 pence per DX Share.

 

·        The implied enterprise value of 8.8x DX's 2023 EBITDA (on a
pre-IFRS 16 basis) in this Announcement is calculated based on:

 

o  an enterprise value of £277.2 million, comprising:

 

§ the Acquisition Value of £314.8 million based on the issued and to be
issued full share capital of DX as set out above; less

 

§ the DX net cash position of £37.6 million disclosed in the "DX FY23 final
results"

 

o  the 2023 EBITDA (on a pre-IFRS 16 basis) of £31.6 million, comprising:

 

§ the DX 2023 EBITDA (on an IFRS 16 basis) of £60.2 million disclosed in the
"DX FY23 final results"; less

 

§ the DX 2023 Depreciation of right-of-use assets of £23.5 million disclosed
in the "DX FY23 final results"; less

 

§ the DX 2023 Interest on lease liabilities of £5.1 million disclosed in the
"DX FY23 final results"

 

Certain figures included in this Announcement have been subject to rounding
adjustments.

 

The financial information concerning DX has been extracted from the Annual
Report and Accounts of DX for the year ended 1 July 2023.

 

APPENDIX III

 

IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT

 

Directors' Irrevocable Undertakings

 

Bidco has received irrevocable undertakings from the DX Directors to vote in
favour of the Scheme at the Court Meeting and the resolutions relating to the
Acquisition at the General Meeting in respect of their beneficial holdings of
DX Shares representing in aggregate approximately 1.5 per cent. of the
existing issued ordinary share capital of DX.

 

 Name of DX Director  Number of DX Shares  % of DX issued share capital
 Mark Hammond         700,000              0.1%
 Paul Ibbetson        3,826,041            0.6%
 David Mulligan       4,251,873            0.7%
 TOTAL                8,777,914            1.5%

These irrevocable undertakings given by the DX Directors will continue to be
binding in the event that a higher competing offer is made for DX.

 

The irrevocable undertakings given by the DX Directors will cease to be
binding if:

 

·    Bidco announces, with the consent of the Panel and prior to
publication of the Scheme Document, that it does not intend to proceed with
the Acquisition and no new, revised or replacement Scheme is announced by
Bidco in accordance with Rule 2.7 of the Code at the same time; or

 

·    the Scheme lapses or is withdrawn in accordance with its terms (other
than where such lapse or withdrawal is a result of Bidco electing to implement
the Acquisition by way of an Offer) and no new, revised or replacement Scheme
is announced by Bidco in accordance with Rule 2.7 of the Code at the same
time; or

 

·    the Scheme has not become effective by 11.59 p.m. on the Long Stop
Date.

Other Irrevocable Undertakings

 

Bidco has received irrevocable undertakings from the following DX Shareholders
to vote (or, in relation to DX CFDs, to use reasonable endeavours to procure
votes) in favour of the Scheme at the Court Meeting and the resolutions
relating to the Acquisition at the General Meeting in respect of their
beneficial holdings of DX Shares and DX CFDs representing in aggregate
approximately 31.6 per cent. of the existing issued ordinary share capital of
DX.

 

 

 Name of DX Shareholder           Number of DX Shares  % of DX issued share capital (DX Shares)  Number of DX CFDs  Number of DX Shares and DX CFDs  % of DX issued share capital (DX Shares and CFDs)

 Gatemore Capital Management LLP  101,503,538          16.8%                                     13,250,000         114,753,538                      19.0%
 Lloyd Dunn                       76,361,454           12.6%                                     0                  76,361,454                       12.6%
 TOTAL                            177,864,992          29.4%                                     13,250,000         191,114,992                      31.6%

 

These irrevocable undertakings given by Gatemore Capital Management LLP and
Lloyd Dunn will continue to be binding in the event that a higher competing
offer is made for DX.

 

The irrevocable undertakings given by Gatemore Capital Management LLP and
Lloyd Dunn will cease to be binding if:

 

·    Bidco announces, that it does not intend to proceed with the
Acquisition and no new, revised or replacement Scheme is announced by Bidco in
accordance with Rule 2.7 of the Code at the same time; or

 

·    the Scheme lapses or is withdrawn in accordance with its terms (other
than where such lapse or withdrawal is a result of Bidco electing to implement
the Acquisition by way of an Offer) and no new, revised or replacement Scheme
is announced by Bidco in accordance with Rule 2.7 of the Code at the same
time; or

 

·    the Scheme Document is not published within 28 days of the issue of
this Announcement (or such longer period as Bidco, with the consent of the
Panel, determines), provided that if Bidco elects to exercise its right to
implement the Acquisition by way of an Offer, such time period shall be
extended to within 28 days of the issue of such announcement announcing the
change in structure (or such other date as the Panel may require); or

 

·    the Scheme has not become effective by 11.59 p.m. on 31 March 2024.

Letters of intent

 

Bidco has received letters of intent from the following DX Shareholders to
vote in favour of the Scheme at the Court Meeting and the resolutions relating
to the Acquisition at the General Meeting in respect of their beneficial
holdings of DX Shares representing in aggregate approximately 21.5 per cent.
of the existing issued ordinary share capital of DX:

 

 Name of DX Shareholder                           Number of DX Shares  % of DX issued share capital

 Canaccord Genuity Asset Management               80,000,000           13.2%
 Lombard Odier Asset Management (Europe) Limited  50,102,908           8.3%
 TOTAL                                            130,102,908          21.5%

 

 

 

 

 

 

 

 

 

 

 

APPENDIX IV

 

DEFINITIONS

 

The following definitions apply throughout this Announcement, unless the
context otherwise requires:

 

 Acquisition                     the proposed recommended cash acquisition by Bidco of the entire issued and to
                                 be issued share capital of DX
 Acquisition Value               has the meaning given in Section 2 (The Acquisition) of this Announcement
 AIM                             the Alternative Investment Market of the London Stock Exchange
 AIM Rules                       the AIM Rules for Companies as published by the London Stock Exchange (as
                                 amended from time to time)
 Announcement                    this announcement made pursuant to Rule 2.7 of the Code
 Bidco                           Transit Bidco Limited, a company incorporated in England with its registered
                                 office at 10 Grosvenor Street, London, United Kingdom, W1K 4QB
 Bidco Board                     the board of directors of Bidco
 Bidco Directors                 the directors of Bidco at the date of this Announcement or, where the context
                                 so requires, the directors of Bidco from time to time
 Bidco Group                     Bidco and its subsidiary undertakings and associated undertakings
 Business Day                    a day (other than a Saturday, Sunday, public or bank holiday) on which banks
                                 are generally open for business in London
 Cash Consideration              has the meaning given in Section 2 (The Acquisition) of this Announcement
 Closing Price                   the closing middle market quotation of a share derived from the Daily Official
                                 List of the London Stock Exchange
 Code                            the City Code on Takeovers and Mergers
 Companies Act                   the Companies Act 2006
 Conditions                      the conditions to the Acquisition set out in Part A of Appendix I to this
                                 Announcement and to be set out in the Scheme Document
 Confidentiality Agreement       the confidentiality agreement between H.I.G. and DX dated 14 September 2023,
                                 as described in Section 12 (Acquisition-related arrangements) of this
                                 Announcement
 Co-operation Agreement          the co-operation agreement between Bidco and Target dated 16 November 2023, as
                                 described in Section 12 (Acquisition-related arrangements) of this
                                 Announcement
 Court                           the High Court of Justice in England and Wales
 Court Hearing                   the hearing of the Court at which DX will seek the Court Order
 Court Meeting                   the meeting or meetings of DX Shareholders to be convened by the Court
                                 pursuant to Part 26 of the Companies Act for the purpose of considering and,
                                 if thought fit, approving the Scheme (with or without amendment approved or
                                 imposed by the Court and agreed to by Bidco and DX) including any adjournment,
                                 postponement or reconvention of any such meeting, notice of which shall be
                                 contained in the Scheme Document
 Court Order                     the order of the Court sanctioning the Scheme under section 899 of the
                                 Companies Act
 CREST                           the relevant system (as defined in the Uncertificated Securities Regulations
                                 2001 (SI 2001/3755) in respect of which Euroclear UK & Ireland Limited is
                                 the Operator (as defined in the Regulations)
 Deutsche Numis                  Numis Securities Limited
 Disclosed                       the information which has been fairly disclosed: (i) prior to the date of this
                                 Announcement by or on behalf of DX to the Bidco Group; (ii) in DX's published
                                 annual or half year report and accounts for the relevant financial period or
                                 periods referred to in the relevant Condition and published prior to the date
                                 of this Announcement; (iii) in a public announcement by DX prior to the date
                                 of this Announcement by way of any Regulatory Information Service; or (iv) in
                                 this Announcement
 DX                              DX (Group) plc, a public limited company incorporated in England and Wales
                                 with registered number 8696699
 DX Board                        the board of directors of DX
 DX CFDs                         contracts for difference referenced to DX Shares
 DX Directors                    the directors of DX as at the date of this Announcement or, where the context
                                 so requires, the directors of DX from time to time
 DX Group                        DX and its subsidiary undertakings and associated undertakings
 DX Shareholders                 the holders of DX Shares from time to time
 DX Shares                       the ordinary shares of 1 penny each in the capital of DX
 DX Share Schemes                the 2017 Performance Share Plan and the Save As You Earn (SAYE) Scheme
 Effective                       means: (i) if the Acquisition is implemented by way of the Scheme, the Scheme
                                 having become effective in accordance with its terms; or (ii) if the
                                 Acquisition is implemented by way of an Offer, the Offer having been declared
                                 or become unconditional in accordance with the requirements of the Code
 Effective Date                  the date on which the Acquisition becomes Effective
 FCA                             the UK Financial Conduct Authority
 Forms of Proxy                  the forms of proxy in connection with each of the Court Meeting and the
                                 General Meeting, which shall accompany the Scheme Document
 FSMA                            the Financial Services and Markets Act 2000
 General Meeting                 the general meeting of DX Shareholders (including any adjournment thereof) to
                                 be convened for the purpose of considering and, if thought fit, approving the
                                 resolutions necessary to enable DX to implement the Acquisition, notice of
                                 which shall be contained in the Scheme Document
 H.I.G.                          H.I.G. Capital LLC
 Interim Facilities Agreement    an interim facilities agreement incorporating an interim term loan in an
                                 aggregate amount equal to £110,000,000 and an interim working capital bridge
                                 facility in an aggregate amount equal to £20,000,000 entered into between,
                                 among others, Nomura International PLC, PGIM Senior Loan Opportunities
                                 (Levered) II, L.P. and PGIM Senior Loan Opportunities (Unlevered) II, L.P on
                                 or before the date hereof
 Irrevocable Undertakings        the irrevocable undertakings given by the DX Directors and certain DX
                                 Shareholders to vote in favour of the Scheme at the Court Meeting and the
                                 resolutions relating to the Acquisition at the General Meeting, as detailed in
                                 Section 6 (Irrevocable Undertakings and Letters of Intent) of this
                                 Announcement
 London Stock Exchange           London Stock Exchange plc
 Long Stop Date                  31 May 2024 or such later date as Bidco and DX may agree (with the consent of
                                 the Panel, and the Court may approve (if such approval is required)
 Meetings                        the Court Meeting and the General Meeting
 Moelis                          Moelis & Company UK LLP
 Offer                           if the Acquisition is implemented by way of a takeover offer (as that term is
                                 defined in section 974 of the Companies Act), the offer to be made by or on
                                 behalf of Bidco, or an association undertaking thereof, to acquire the entire
                                 issued and to be issued ordinary share capital of DX including, where the
                                 context admits, any subsequent revision, variation, extension or renewal of
                                 such offer
 Offer Period                    the offer period (as defined in the Code) relating to DX, which commenced on
                                 11 September 2023
 Official List                   the official list maintained by the FCA pursuant to Part 6 of FSMA
 Opening Position Disclosure     an announcement containing details of interests or short positions in, or
                                 rights to subscribe for, any relevant securities of a party to an offer if the
                                 person concerned has such a position, as defined in Rule 8 of the Code
 Panel                           the UK Panel on Takeovers and Mergers
 Permitted Dividend              has the meaning given in Section 2 (The Acquisition) of this Announcement
 Registrar of Companies          the Registrar of Companies in England and Wales
 Regulatory Information Service  a primary information provider (as defined in the FCA's Handbook of Rules and
                                 Guidance)
 Restricted Jurisdiction         any jurisdiction where local laws or regulations may result in a significant
                                 risk of civil, regulatory or criminal exposure if information concerning the
                                 Acquisition is sent or made available to DX Shareholders in that jurisdiction
 Scheme                          the proposed scheme of arrangement under Part 26 of the Companies Act between
                                 DX and DX Shareholders to implement the Acquisition to be set out in the
                                 Scheme Document, with or subject to any modification, addition or condition
                                 approved or imposed by the Court and agreed to by Bidco and DX
 Scheme Document                 the document to be published and sent to DX Shareholders containing, among
                                 other things, the full terms and conditions of the Scheme and notices of the
                                 Meetings
 Scheme Record Time              the time and date to be specified as such in the Scheme Document, expected to
                                 be 6.00 p.m. on the Business Day immediately preceding the Effective Date, or
                                 such other time as Bidco and DX may agree
 significant interest            a direct or indirect interest in 20 per cent. or more of the total voting
                                 rights conferred by the equity share capital (as defined in section 548 of the
                                 Companies Act) or the equivalent
 UK or United Kingdom            the United Kingdom of Great Britain and Northern Ireland
 UK MAR                          Regulation (EU) No 596/2014 of the European Parliament and the Council of 16
                                 April 2014 (as it forms part of domestic law in the United Kingdom by virtue
                                 of the European Union (Withdrawal) Act 2018)
 US or United States             the United States of America, its territories and possessions, any state of
                                 the United States of America and the District of Columbia
 US Exchange Act                 the US Securities Exchange Act 1934
 Wider Bidco Group               Bidco, funds advised or managed by H.I.G. or its affiliates, and their
                                 respective subsidiary undertakings, associated undertakings and any other
                                 undertaking in which Bidco and/or such undertakings (aggregating their
                                 interests) have a significant interest (in each case, from time to time)
 Wider DX Group                  DX and its subsidiary undertakings, associated undertakings and any other
                                 undertaking in which DX or such undertakings (aggregating their interests)
                                 have a significant interest (in each case, from time to time) but excluding
                                 the Wider Bidco Group

 

All references to GBP, pence, Sterling, Pounds, Pounds Sterling, p or £ are
to the lawful currency of the United Kingdom. All references to USD, $, US$,
US dollars, United States dollars and cents are to the lawful currency of the
United States of America.

 

All references to statutory provision or law or to any order or regulation
shall be construed as a reference to that provision, law, order or regulation
as extended, modified, amended, replaced or re-enacted from time to time and
all statutory instruments, regulations and orders from time to time made
thereunder or deriving validity therefrom.

 

All the times referred to in this Announcement are London times unless
otherwise stated.

 

References to the singular include the plural and vice versa.

 

All references to "subsidiary", "subsidiary undertaking", "undertaking" and
"associated undertaking" have the respective meanings given to them in the
Companies Act.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  OFFGPGPAGUPWUBQ