REG - CEVA Logistics UK Wincanton PLC - Disclosure under Rule 2.10(c) of the Takeover Code

WincantonAnnouncement

08/02/2024 15:45

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RNS Number : 5451C  CEVA Logistics UK Rose Limited  08 February 2024

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU 596 / 2014) WHICH IS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON PUBLICATION OF THIS ANNOUNCEMENT,
THIS INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN

FOR IMMEDIATE RELEASE

8 February 2024

 

Disclosure under Rule 2.10(c) of the Code in respect of the

 

RECOMMENDED CASH OFFER

for

WINCANTON PLC

by

CEVA LOGISTICS UK ROSE LIMITED

which is a company indirectly controlled by

CMA CGM and its affiliates

 to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

On 19 January 2024, the boards of directors of Wincanton plc ("Wincanton") and
CEVA Logistics UK Rose Limited ("Bidco"), a wholly-owned subsidiary of CEVA
Logistics S.A. ("CEVA"), itself a subsidiary of CMA CGM S.A. ("CMA CGM"), made
an announcement pursuant to Rule 2.7 of the Code (the "Rule 2.7 Announcement")
that they had reached agreement on the terms and conditions of a recommended
cash offer for the entire issued and to be issued ordinary share capital of
Wincanton by Bidco (the "Acquisition"), to be implemented by means of a scheme
of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

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

Update on letter of intent given by Threadneedle Asset Management Limited

As set out in an announcement by Bidco pursuant to Rule 2.10(a) of the Code
dated 29 January 2024 (the "Rule 2.10(a) Announcement"), on 26 January 2024
Bidco received a letter of intent from Threadneedle Asset Management Limited
("Threadneedle") to vote (or to procure the vote) in favour of the Scheme at
the Court Meeting and the Resolutions to be proposed at the General Meeting
(or, in the event that the Acquisition is to be effected by way of a Takeover
Offer, to accept (or procure the acceptance of) such Takeover Offer) in
respect of 19,777,413 Wincanton Shares and representing approximately 15.9 per
cent of the issued share capital of Wincanton as at 26 January 2024 (being the
last Business Day prior to the date of the Rule 2.10(a) Announcement).

On 30 January 2024, Bidco announced that it was advised by Threadneedle on 29
January 2024 that Threadneedle had disposed of 25,585 Wincanton Shares.

Bidco hereby announces that it was advised by Threadneedle on 7 February 2024
that Threadneedle has since disposed of a further 251,771 Wincanton Shares.

The letter of intent from Threadneedle now represents the following:

 Name of Wincanton Shareholder          Number of Wincanton Shares in respect of which the letter of intent is given  Percentage of Wincanton's issued share capital (%)
 Threadneedle Asset Management Limited  19,500,057                                                                    15.66

 

In total, therefore, Bidco has received letters of intent to vote (or to
procure the vote) in favour of the Scheme at the Court Meeting and the
Resolutions to be proposed at the General Meeting (or, in the event that the
Acquisition is to be effected by way of a Takeover Offer, to accept (or
procure the acceptance of) such Takeover Offer) in respect of, in aggregate,
27,637,067 Wincanton Shares and representing approximately 22.2 per cent. of
the issued share capital of Wincanton as at 7 February 2024 (being the last
Business Day prior to the date of this Announcement).

Enquiries:

 Wincanton                                                                   +44 12 4971 0000

 James Wroath, Chief Executive Officer

 Tom Hinton, Chief Financial Officer

 HSBC (Lead Financial Adviser, Rule 3 Adviser and Joint Corporate Broker to  +44 20 7991 8888
 Wincanton)

 Anthony Parsons

 Adam Miller

 Christopher Fincken

 Charles-Antoine de Chatillon

 Deutsche Numis (Financial Adviser and Joint Corporate Broker to Wincanton)  +44 20 7260 1000

 Mark Lander

 George Price

 Stuart Ord

 Headland (PR Adviser to Wincanton)                                          +44 20 3805 4822

 Susanna Voyle

 Henry Wallers

 CMA CGM and CEVA                                                            +33 488 91 90 00

 Ramon Fernandez

 Damien Denizot

 Olivier Storch

 Morgan Stanley (Financial Adviser to CMA CGM, CEVA and Bidco)               +44 20 7425 8000

 Adrian Doyle

 Stuart Wright

 Louis Petracco

 

Important notices

Morgan Stanley & Co. International plc ("Morgan Stanley") which is
authorised by the Prudential Regulation Authority and regulated by the
Financial Conduct Authority and the Prudential Regulation Authority in the UK
is acting as financial adviser exclusively for CMA CGM, CEVA and Bidco and no
one else in connection with the matters set out in this Announcement. In
connection with such matters, Morgan Stanley, its affiliates and their
respective directors, officers, employees and agents will not regard any other
person as their client, nor will they be responsible to any other person for
providing the protections afforded to their clients or for providing advice in
connection with the contents of this Announcement or any other matter referred
to herein.

HSBC Bank plc ("HSBC"), 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 as financial
adviser to Wincanton and no one else in connection with the matters described
in this Announcement and will not be responsible to anyone other than
Wincanton for providing the protections afforded to clients of HSBC, or for
providing advice in connection with the matters referred to herein. Neither
HSBC nor any of its group undertakings or 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 HSBC in connection with this Announcement or any matter referred to
herein.

Numis Securities Limited (trading for these purposes as Deutsche Numis)
("Deutsche Numis"), which is authorised and regulated in the United Kingdom by
the Financial Conduct Authority, is acting as exclusively for Wincanton and no
one else in connection with the matters described in this Announcement and
will not be responsible to anyone other than Wincanton for providing the
protections afforded to clients of Deutsche Numis, or for providing advice in
connection with the matters referred to herein. Neither Deutsche Numis nor any
of its group undertakings or 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
Deutsche Numis in connection with this Announcement or any matter referred to
herein.

 Further information

This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to buy, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities, pursuant
to the Acquisition or otherwise, nor shall there be any purchase, sale,
issuance or exchange of securities or such solicitation in any jurisdiction in
which such offer, solicitation, sale, issuance or exchange would be unlawful
prior to the registration or qualification under the laws of such
jurisdiction. The Acquisition will be made solely by means of the Scheme
Document to be published and posted to Wincanton Shareholders which contains
the full terms and Conditions of the Acquisition, including details of how to
vote in respect of the Acquisition.

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 other jurisdictions.

Wincanton and Bidco urge Wincanton Shareholders to read the Scheme Document,
when published, because it contains important information relating to the
Acquisition. Any decision to vote in respect of the resolutions to be proposed
at the Court Meeting and the General Meeting should be based on the
information contained in the Scheme Document.

Each Wincanton Shareholder is advised to consult their independent
professional adviser regarding the tax consequences to them (or to their
beneficial owners) of the Acquisition.

This Announcement contains inside information in relation to Wincanton for the
purposes of Article 7 of the Market Abuse Regulation. Upon publication of this
Announcement, this information is now considered to be in the public domain.

Overseas Shareholders

The release, publication or distribution of this Announcement in certain
jurisdictions may be restricted by law. Persons who are not resident in the
United Kingdom or who are subject to the laws of other jurisdictions should
inform themselves of, and observe, any applicable requirements. Further
details in relation to Overseas Shareholders will be contained in the Scheme
Document. Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and persons involved
in the Acquisition disclaim any responsibility or liability for the violation
of such restrictions by any person.

The Acquisition relates to shares of an English company and is proposed to be
effected by means of a scheme of arrangement under the laws of England and
Wales. Neither the US proxy solicitation rules nor the tender offer rules
under the US Exchange Act apply to the Acquisition. Accordingly, the
Acquisition is subject to the disclosure requirements, rules and practices
applicable in the United Kingdom to schemes of arrangement, which differ from
the requirements of US proxy solicitation or tender offer rules. However, if
Bidco were to elect to implement the Acquisition by means of a Takeover Offer,
such Takeover Offer would be made in compliance with all applicable laws and
regulations, including Section 14(e) of the US Exchange Act and Regulation 14E
thereunder. Such a Takeover Offer would be made in the United States by Bidco
and no one else. In addition to any such Takeover Offer, Bidco, certain
affiliated companies and the nominees or brokers (acting as agents) of Bidco
may make certain purchases of, or arrangements to purchase, shares in
Wincanton outside such Takeover Offer during the period in which such Takeover
Offer would remain open for acceptance. If such purchases or arrangements to
purchase were to be made, they would be made outside the United States and
would comply with applicable law, including the US Exchange Act.

None of the securities referred to in this Announcement have been approved or
disapproved by the US Securities and Exchange Commission, any state securities
commission in the United States or any other US regulatory authority, nor have
such authorities passed upon or determined the adequacy or accuracy of the
information contained in this Announcement. Any representation to the contrary
is a criminal offence in the United States.

Wincanton's financial statements, and all financial information that is
included in this Announcement, or that may be included in the Scheme Document,
have been prepared in accordance with accounting standards applicable in the
United Kingdom and may not be comparable to financial statements of companies
in the United States or other companies whose financial statements are
prepared in accordance with generally accepted accounting principles in the
United States.

It may be difficult for United States holders of Wincanton Shares to enforce
their rights and any claim arising out of the United States federal laws,
since Bidco and Wincanton are located in a non-United States jurisdiction, and
some or all of their officers and directors may be residents of a non-United
States jurisdiction. United States holders of Wincanton Shares may not be able
to sue a non-United States company or its officers or directors in a
non-United States court for violations of the United States securities laws.
Further, it may be difficult to compel a non-United States company and its
affiliates to subject themselves to a United States court's judgement.

Unless otherwise determined by Bidco or required by the Code and permitted by
applicable law and regulation, the Acquisition will not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may vote, or
procure the vote, in favour of the Scheme and the Acquisition by any such use,
means, instrumentality or from within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws of that
jurisdiction. Accordingly, copies of this Announcement and all documents
relating to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or
from a Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this Announcement and all documents
relating to the Acquisition (including custodians, nominees and trustees) must
observe these restrictions and must not mail or otherwise distribute or send
them in, into or from such jurisdictions where to do so would violate the laws
in that jurisdiction. If the Acquisition is implemented by way of a Takeover
Offer (unless otherwise permitted by applicable law and regulation), the
Takeover Offer may not be made directly or indirectly, in or into, or by the
use of mails or any means or instrumentality (including, but not limited to,
facsimile, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the Takeover
Offer may not be capable of acceptance by any such use, means, instrumentality
or facilities.

The availability of the Acquisition to Wincanton Shareholders who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are resident. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any applicable
requirements. In particular, the ability of persons who are not resident in
the United Kingdom to vote their Wincanton Shares with respect to the Scheme
at the Meetings, or to appoint another person as proxy to vote at the Meetings
on their behalf, may be affected by the laws of the relevant jurisdictions in
which they are located.

The Acquisition will be subject to the applicable requirements of the Code,
the Panel, and the London Stock Exchange.

In accordance with the Code, normal United Kingdom market practice and Rule
14e-5(b) of the US Exchange Act, Morgan Stanley, HSBC and Deutsche Numis and
their respective affiliates may continue to act as exempt principal traders in
Wincanton 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 Code will be reported to a Regulatory
Information Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com (http://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.

Dealing Disclosure Requirements of the Code

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 offerors, save to the extent that
these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 p.m. (London time) on the Business Day 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.

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 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 a Dealing Disclosure.

Publication on website and hard copies

This Announcement and the documents required to be published pursuant to Rule
26.1 of the Code will be available free of charge, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
Wincanton's website at https://www.wincanton.co.uk/investors/
(https://www.wincanton.co.uk/investors/) and on Bidco's website at
https://investors.cmacgm-group.com/home
(https://urldefense.com/v3/__https:/investors.cmacgm-group.com/home__;!!O6UFbZt64g!OLj-zaIsR6bF45hUSsCLefQ_n69TUV0IlHM_rJ2iktq_1aqdyQobkeMVRbMSiJhjoTlQjyiA1B8ExriuIgTIsJY$)
by no later than 12.00 p.m. (London time) on the Business Day following the
Announcement Date.

Neither the content of any website referred to in this Announcement nor the
content of any website accessible from hyperlinks is incorporated into, or
forms part of, this Announcement.

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.

 

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