REG - CEVA Logistics UK Wincanton PLC - Offer Update

WincantonAnnouncement

05/04/2024 07:00

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RNS Number : 4076J  CEVA Logistics UK Rose Limited  05 April 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

 

FOR IMMEDIATE RELEASE

5 April 2024

 

INCREASED AND FINAL CASH OFFER

for

WINCANTON PLC

by

CEVA LOGISTICS UK ROSE LIMITED

which is a company indirectly controlled by

CMA CGM and its affiliates

 

OFFER UPDATE

 

On 19 January 2024, the boards of directors of Wincanton plc ("Wincanton") and
CEVA Logistics UK Rose Limited ("CEVA"), a wholly-owned subsidiary of CEVA
Logistics S.A. ("CEVA Logistics"), itself a subsidiary of CMA CGM S.A. ("CMA
CGM"), made an announcement pursuant to Rule 2.7 of the Code 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 CEVA
(the "Acquisition"), to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme").

The scheme document in respect of the Acquisition (the "Scheme Document") was
published and made available to Wincanton Shareholders on 15 February 2024. A
supplementary announcement to the Scheme Document was then published on 26
February 2024 pursuant to which CEVA announced the terms of an Increased and
Final Offer (as defined therein) (the "Supplementary Scheme Announcement").
CEVA reserved the right to increase the Increased and Final Offer Price (as
defined in the Supplementary Scheme Announcement) if a competing offer was
made for Wincanton.

On 5 March 2024 CEVA announced that it would not set aside the no price
increase statement in the Supplementary Scheme Announcement.

 

Condition 2.1 of the Scheme Document required that a Scheme Meeting (as
defined therein) be held on or before 4 April 2024 (or such later date as may
be agreed between CEVA and Wincanton with the consent of the Panel). No such
later date was agreed between CEVA and Wincanton. Therefore, as at close of
business on 4 April 2024, Condition 2.1 of the Scheme Document had not been
satisfied and therefore the Increased and Final Offer has lapsed.

This announcement should be read in conjunction with the Scheme Document and
the Supplementary Scheme Announcement. Capitalised terms used but not defined
in this announcement have the meanings given to them in the Scheme Document.

Enquiries:

 CMA CGM and CEVA                                                        +33 488 91 90 00

 Ramon Fernandez

 Damien Denizot

 Olivier Storch

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

 Adrian Doyle

 Stuart Wright

 Louis Petracco

 Image 7 (PR Adviser to CMA CGM, CEVA Logistics and CEVA)                +33 1 53 70 74 70

 Anne-France Malrieu

 Leslie Jung-Isenwater

 

Willkie Farr & Gallagher (UK) LLP is acting as legal adviser to CEVA, CEVA
Logistics and CMA CGM.

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 Logistics and
CEVA 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.

Further information

The Acquisition shall be implemented solely pursuant to the terms of the
Scheme Document , which contains the full terms and conditions of the
Acquisition including details of how to vote in respect of the Acquisition.
Any decision, vote or other response in respect of the Increased and Final
Offer should be made only on the basis of information contained in the Scheme
Document as supplemented by the contents of this announcement (or, if the
Acquisition is implemented by way of Takeover Offer, the Offer Document).
Wincanton Shareholders are advised to read carefully the Scheme Document and
related Forms of Proxy (or, if applicable, the Offer Document).

This announcement has been prepared for the purpose of complying with English
law, the Code, the Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules 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.

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 does not constitute a prospectus, prospectus equivalent
document or exempted document.

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 are 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
CEVA 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 CEVA
and no one else. In addition to any such Takeover Offer, CEVA, certain
affiliated companies and the nominees or brokers (acting as agents) of CEVA
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 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 CEVA 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 CEVA 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 Scheme Meeting or General Meeting, or to appoint another person as
proxy to vote at the Scheme Meeting or General Meeting 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, and its 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 and Opening Position Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day 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%
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. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (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.

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).

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 Takeover 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

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 CEVA'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
date of this announcement.

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.

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