REG - EP Corporate Group Vesa Equity Inv. International Distri - Updates Regarding Undertakings and Board Changes

Goldman SachsAnnouncement

27/06/2025 08:15

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RNS Number : 6515O  EP Corporate Group, a. s.  27 June 2025

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 THAT JURISDICTION

 

FOR IMMEDIATE RELEASE

27 June 2025

 

RECOMMENDED CASH OFFER

for

International Distribution Services plc ("IDS")

by

EP UK Bidco Limited ("Bidco")

(a newly formed company owned indirectly by (i) EP Group, a.s., formerly known
as EP Corporate Group, a.s. ("EP") and (ii) J&T Capital Partners, a.s.
("J&T"))

Confirmation of Compliance Regarding Certain Undertakings to the UK Government
and Commitments to the Communication Workers Union ("CWU") and Unite CMA,
Changes to the Boards of Directors of IDS and Royal Mail Group Limited ("Royal
Mail") and Closure of the Offer

 

Updates Regarding UK Government Undertakings and Commitments to the CWU and
Unite CMA

Further to the announcement made by Bidco on 16 December 2024, Bidco notes
that, in compliance with the terms of the legally binding undertakings entered
into by Bidco and EP in favour of the Secretary of State for the Department of
Business and Trade (the "Secretary of State") on 16 December 2024 (the "Deed
of Undertaking"), Royal Mail has allotted and issued a new non-transferable
share of £1.00 (the "HMG Share") to the Secretary of State which has no
voting or economic rights, but has certain reserved matters attached to it
that require the prior written consent of the holder of the HMG Share.

The articles of association of Royal Mail have also been amended to include,
among other things, the rights of the HMG Share and the establishment of an
advisory committee in line with the commitments given by Bidco to the CWU and
Unite CMA as part of the agreements entered into between Bidco and each of the
CWU and Unite CMA, respectively, on 18 December 2024.

IDS and Royal Mail Board Changes

 

Further to the announcement made by Bidco and IDS on 2 June 2025, IDS notes
that each of Daniel Křetínský, Jan Bílek, Roman Šilha, Daniel Mareš and
Marek Janča have been duly appointed as non-executive directors of the IDS
Board and the board of directors of Royal Mail. Daniel Křetínský will act
as Chairman of the IDS Board and the board of directors of Royal Mail.

 

In addition, Bidco notes that Jiří Zrůst, Global Head of Operating Assets
at Trafigura, with significant previous experience in the infrastructure,
transport and logistics sector, has been duly appointed as an independent
non-executive director of the IDS Board and the board of directors of Royal
Mail.

 

A further announcement will be made in due course upon the appointment of
additional independent non-executive directors to the IDS Board and the board
of directors of Royal Mail.

 

Offer Closure

 

Further to the announcement made by Bidco and IDS on 28 May 2025, Bidco
confirms that the Offer closed for acceptance at 5.00 p.m. on 11 June 2025.

 

Terms used but not defined in this announcement have the same meaning given to
them in the Offer Document published by Bidco dated 26 June 2024. A copy of
the Offer Document is available on IDS' website at
www.internationaldistributionservices.com
(http://www.internationaldistributionservices.com) .

 

Enquiries:

 BNP Paribas (Financial Adviser to EP, J&T and Bidco)                          +44 20 7595 2000

 George Holst

 Kirshlen Moodley

 Guilhem Donnard
 Citi (Financial Adviser to EP, J&T and Bidco)                                 +44 20 7986 4000

 Barry Weir

 Ram Anand

 Christopher Wren
 J.P. Morgan Cazenove (Financial Adviser to EP, J&T and Bidco)                 +44 20 7742 4000

 Dwayne Lysaght

 Charles Oakes

 Siddharth Gupta
 FGS Global (PR Adviser to EP, J&T and Bidco)                                  +44 20 7251 3801

 Chris Ryall

 Alastair Elwen
 IDS

 Michael Snape, Chief Financial Officer
 IDS Investor Relations

 investorrelations@ids-plc.com
 IDS Media Relations

 Jenny Hall                                                                    +44 7776 993 036

 Greg Sage                                                                                                  +44 7483 421 374
 Barclays Bank PLC, acting through its Investment Bank (Financial Adviser and  +44 20 7623 2323
 Corporate Broker to IDS)

 Alisdair Gayne

 Nicola Tennent

 Aamir Khan

 Philipp Gillmann
 BofA Securities (Financial Adviser and Corporate Broker to IDS)               +44 20 7628 1000

 Ed Peel

 James Robertson

 Justin Anstee
 Goldman Sachs International (Financial Adviser to IDS)                        +44 20 7774 1000

 Mark Sorrell

 Owain Evans
 Headland Consultancy (PR Adviser to IDS)                                      +44 20 3805 4822

 Susanna Voyle

 Matt Denham

 Chloe Francklin

Further information

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is
authorised by the Prudential Regulation Authority and regulated in the United
Kingdom by the Financial Conduct Authority and the Prudential Regulation
Authority, is acting exclusively for IDS and no one else in connection with
the subject matter of this announcement and will not be responsible to anyone
other than IDS for providing the protections afforded to clients of Barclays
nor for providing advice in relation to the subject matter of this
announcement. In accordance with the Takeover Code, normal United Kingdom
market practice and Rule 14e-5(b) of the U.S. Exchange Act, Barclays and its
affiliates will continue to act as exempt principal traders in IDS securities
on the London Stock Exchange. These purchases and activities by exempt
principal traders which are required to be made public in the United Kingdom
pursuant to the Takeover Code will be reported to a Regulatory Information
Service and will be available on the London Stock Exchange website at
www.londonstockexchange.com. This information will also be publicly disclosed
in the United States to the extent that such information is made public in the
United Kingdom.

Merrill Lynch International ("BofA Securities"), which is authorised by the UK
Prudential Regulatory Authority and regulated by the UK Financial Conduct
Authority and the UK Prudential Regulatory Authority, is acting exclusively
for IDS and for no one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than IDS for
providing the protections afforded to its clients or for providing advice in
relation to the matters referred to in this announcement.

Goldman Sachs International ("Goldman Sachs"), which is authorised by the
Prudential Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United Kingdom, is
acting exclusively for IDS and no one else in connection with the matters
referred to in this announcement. Neither Goldman Sachs nor its affiliates,
nor their respective partners, directors, officers, employees or agents, are
responsible to anyone other than IDS for providing the protections afforded to
clients of Goldman Sachs International, or for providing advice in relation to
the matters referred to in this announcement.

BNP Paribas is authorised and regulated by the European Central Bank and the
Autorité de Contrôle Prudentiel et de Résolution. BNP Paribas is authorised
by the Prudential Regulation Authority and is subject to regulation by the
Financial Conduct Authority and limited regulation by the Prudential
Regulation Authority. Details about the extent of BNP Paribas' regulation by
the Prudential Regulation Authority are available from BNP Paribas on request.
BNP Paribas has its registered office at 16 Boulevard des Italiens, 75009
Paris, France and is registered with the Companies Registry of Paris under
number 662 042 449 RCS and has ADEME identification number FR200182_03KLJ. BNP
Paribas London Branch is registered in the UK under number FC13447 and UK
establishment number BR000170, and its UK establishment office address is 10
Harewood Avenue, London NW1 6AA. BNP Paribas is acting as financial adviser
exclusively for EP, J&T and Bidco and no one else in connection with the
matters described in this announcement and will not be responsible to anyone
other than EP, J&T or Bidco for providing the protections afforded to
clients of BNP Paribas or for providing advice in relation to the matters
described in this announcement or any transaction or arrangement referred to
herein.

Citigroup Global Markets Europe AG, which is regulated by the European Central
Bank and the German Federal Financial Supervisory Authority (Bundesanstalt
für Finanzdienstleistungsaufsicht - BaFin) and Bundesbank, ("Citi") is acting
as financial adviser for EP, J&T and Bidco and for no one else in
connection with the matters described in this announcement and the Acquisition
and will not be responsible to anyone other than EP, J&T and Bidco for
providing the protections afforded to clients of Citi nor for providing advice
in connection with the Acquisition, or any other matters referred to in this
announcement. Neither Citi nor any of its affiliates, directors or employees
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, consequential, whether in contract, in tort, in delict,
under statute or otherwise) to any person who is not a client of Citi in
connection with this announcement, any statement contained herein, the
Acquisition or otherwise.

J.P. Morgan SE, together with its affiliate J.P. Morgan Securities plc, which
conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P.
Morgan Cazenove"), is authorised in the United Kingdom by the PRA and
regulated in the United Kingdom by the PRA and the FCA (together, "J.P.
Morgan"). J.P. Morgan is acting as financial adviser exclusively to EP,
J&T and Bidco and no one else in connection with the Acquisition and will
not regard any other person as its client in relation to the Acquisition and
will not be responsible to anyone other than EP, J&T or Bidco for
providing the protections afforded to clients of J.P. Morgan or its
affiliates, nor for providing advice in relation to the Acquisition or any
other matter or arrangement referred to herein.

 

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