REG - H.I.G. European Cap. DX (Group) PLC - Update on Letter of Intent

DX (Group)Announcement

13/12/2023 15:00

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RNS Number : 6860W  H.I.G.European Capital Partners LLP  13 December 2023

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

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

For immediate
release
 

13 December 2023

RECOMMENDED CASH ACQUISITION

of

DX (GROUP) PLC ("DX")

by

TRANSIT BIDCO LIMITED ("BIDCO")

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

 

UPDATE ON THE LETTER OF INTENT GIVEN BY LOMBARD ODIER ASSET MANAGEMENT
(EUROPE) LIMITED

On 16 November 2023, the boards of Bidco and DX announced that they had
reached agreement on the terms and conditions of a recommended cash
acquisition by Bidco for the entire issued and to be issued ordinary share
capital of DX pursuant to Rule 2.7 of the Code (the "2.7 Announcement").

Capitalised terms used in this announcement, unless otherwise defined, shall
have the meanings given to them in the 2.7 Announcement.

As set out in the 2.7 Announcement, Bidco had received certain 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 Resolution at the General Meeting.

The letter of intent given by Lombard Odier Asset Management (Europe) Limited
("Lombard Odier") related to 50,102,908 DX Shares, representing approximately
8.3 per cent. of the issued share capital of DX as at 15 November 2023 (being
the last practicable date prior to the publication of the 2.7 Announcement).

Following the 2.7 Announcement, Lombard Odier announced that it disposed of
500,000 DX Shares on 7 December 2023, 2,000,0000 DX Shares on 11 December and
has since announced that it has disposed of a further 14,950,000 DX Shares
(together the "Sold Shares").

As a result, with effect from completion of the sale of the Sold Shares:

·      the letter of intent given to Bidco by Lombard Odier, has ceased
to apply in respect of the Sold Shares; and

·      the letter of intent given to Bidco by Lombard Odier is now given
in respect of its remaining holding of 32,652,908 DX Shares, representing
approximately 5.4 per cent. of the issued share capital of DX as at the close
of business on 12 December 2023 (being the date prior to the date of this
announcement).

Therefore:

·      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 259,295,814 DX Shares, representing approximately 42.87 per cent. of the
issued share capital of DX as at 12 December 2023 (being the date prior to the
date of this announcement); and

·      the total number of DX Shares and CFDs which are subject to
irrevocable undertakings and letters of intent received by Bidco from holders
of DX shares and CFDs is 272,545,814 DX Shares and CFDs, representing
approximately 45.06 per cent. of the issued share capital of DX as at 12
December 2023 (being the date prior to the date of this announcement).

 

Enquiries:

 

 Deutsche Numis (Sole Financial Adviser to H.I.G.)  +44 (0) 207 260 1000
 Stuart Skinner
 Alec Pratt
 William Wickham
 Alexander Kladov

 

Further information

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

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

The release, publication or distribution of this announcement in jurisdictions
outside the United Kingdom may be restricted by law and therefore persons into
whose possession this announcement comes should inform themselves about, and
observe such restrictions. Any failure to comply with such restrictions may
constitute a violation of the securities law of any such jurisdiction.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the Offer Period and, if later, following the announcement in
which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of
the Code applies must be made by no later than 3.30 p.m. (London time) on the
10th business day (as defined in the Code) following the commencement of the
offer period and, if appropriate, by no later than 3.30 p.m. (London time) on
the 10th business day (as defined in the Code) following the announcement in
which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the extent that
these details have previously been disclosed under Rule 8 of the Code. A
Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be
made by no later than 3.30 p.m. (London time) on the business day (as defined
in the Code) following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the Offer Period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

Publication on Website

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

Rounding

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

 

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