REG - CEVA Logistics UK Wincanton PLC - Recommended Cash Offer for Wincanton plc
19/01/2024 07:00
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RNS Number : 2807A CEVA Logistics UK Rose Limited 19 January 2024
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THIS INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN
FOR IMMEDIATE RELEASE
19 January 2024
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
Summary
· The Boards 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"), are pleased to announce that
they have reached agreement on the terms of a recommended cash offer for the
entire issued and to be issued share capital of Wincanton by Bidco (the
"Acquisition"). The Acquisition is intended to be effected by means of a
scheme of arrangement under Part 26 of the Companies Act.
· Under the terms of the Acquisition, each Wincanton Shareholder at the
Scheme Record Time will be entitled to receive:
for each Wincanton Share held 450 pence in
cash
· The Acquisition values the entire issued and to be issued share
capital of Wincanton at approximately £566.9 million on a fully diluted basis
and values Wincanton at approximately £764.9 million on an enterprise value
basis.
· The Acquisition Price represents a premium of approximately:
o 52 per cent. to the Closing Price per Wincanton Share of 297 pence on the
Latest Practicable Date;
o 48 per cent. to the volume-weighted average price per Wincanton Share of 305
pence over the thirty (30) Business Day period ended on the Latest Practicable
Date;
o 60 per cent. to the volume-weighted average price per Wincanton Share of 282
pence over the ninety (90) Business Day period ended on the Latest Practicable
Date; and
o 82 per cent. to the volume-weighted average price per Wincanton Share of 247
pence over the twelve-month period ended on the Latest Practicable Date.
· The Acquisition implies an enterprise value multiple of approximately
6.8 times Wincanton's underlying EBITDA and 11.7 times Wincanton's underlying
EBIT (in each case on an IFRS 16 basis) for the twelve-month period ended on
30 September 2023.
· If any dividend and/or other distribution and/or other return of
capital is declared, made, or paid or becomes payable in respect of Wincanton
Shares on or after the Announcement Date and prior to the Effective Date, the
Cash Consideration will be automatically reduced by an amount equal to the
amount of such dividend and/or distribution and/or return of capital. Where
the Cash Consideration is so reduced, any reference in this Announcement or in
the Scheme Document to the Cash Consideration will automatically be deemed to
be a reference to the Cash Consideration so reduced. In such circumstances,
Wincanton Shareholders will be entitled to retain any such dividend,
distribution or other return of capital declared or paid. Any automatic
reduction of the Cash Consideration or other exercise by Bidco of its rights
and/or obligations referred to in this paragraph shall be the subject of an
announcement and, for the avoidance of doubt, not be regarded as constituting
any revision or variation of the terms of the Acquisition or the Scheme.
Background to and reasons for the Acquisition
· The intended Acquisition of Wincanton represents an attractive growth
opportunity that is in line with CEVA's expansion strategy. It is a unique
opportunity to expand CEVA's offering in the UK, and to acquire complementary
grocery and consumer expertise.
· CEVA strongly believes that a combination between Wincanton and CEVA
will:
o further develop CEVA's offering in contract logistics in the UK and Ireland,
with Wincanton acting as its key development and growth platform in these
countries;
o build on Wincanton's proven expertise in partnering with prominent grocers
and retailers in the UK to diversify CEVA's customer base;
o bring the support of a well-capitalized and entrepreneurial group, with the
capability to offer end-to-end logistics solutions on a worldwide basis to
both SMEs and major blue-chip clients, in order to support future growth as
well as future innovation development; and
o deliver cost synergies, sharing best practices and making use of key talents
from both sides.
Wincanton Board recommendation
· The Wincanton Directors, who have been so advised by HSBC as to the
financial terms of the Acquisition, consider the terms of the Acquisition to
be fair and reasonable. In providing their advice to the Wincanton Directors,
HSBC have taken into account the commercial assessments of the Wincanton
Directors. HSBC is providing independent financial advice to the Wincanton
Directors for the purposes of Rule 3 of the Code.
· Accordingly, the Wincanton Directors intend to recommend unanimously
that Wincanton Shareholders vote (or procure the vote) in favour of the Scheme
at the Court Meeting and the Resolution(s) to be proposed at the General
Meeting.
Irrevocable undertakings and letters of intent
· The Wincanton Directors who are interested in Wincanton Shares have
irrevocably undertaken to vote (or to procure the vote) in favour of the
Scheme at the Court Meeting and the Resolution(s) 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 their own beneficial holdings, amounting, in
aggregate, to 134,218 Wincanton Shares and representing approximately 0.11 per
cent. of the issued share capital of Wincanton as at the Latest Practicable
Date.
· Bidco has also received letters of intent from certain Wincanton
Shareholders in respect of 8,683,231 Wincanton Shares, in aggregate, owned or
controlled by them and representing approximately 6.97 per cent. of the issued
share capital of Wincanton as at the Latest Practicable Date, stating their
intentions to vote (or to procure the vote) in favour of the Scheme at the
Court Meeting and the Resolution(s) 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 total, therefore, Bidco has procured irrevocable undertakings and
letters of intent to vote (or to procure the vote) in favour of the Scheme at
the Court Meeting and the Resolution(s) 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, 8,817,449 Wincanton Shares, and representing
approximately 7.08 per cent. of the issued share capital of Wincanton as at
the Latest Practicable Date.
Background to and reasons for the recommendation
· Wincanton is a leading supply chain partner for British business, and
is a trusted partner to many of the UK's most recognisable brands and
influential public bodies. The Wincanton Directors are proud of Wincanton's
relentless emphasis on customers and of the deep customer partnerships it has
built to date, as evidenced by the strength of relationships and ongoing
momentum in terms of both new business and contract renewals. To have such
customers and such good relationships with them is a testament to the value of
Wincanton's business and its future prospects.
· The Wincanton Directors continue to believe there are strong
structural drivers underpinning future growth across Wincanton's business,
including trends towards outsourcing and eCommerce penetration.
· Wincanton is also at the forefront of logistics innovation in the UK
and continues to develop its commercial strategy to significantly increase the
value of its offering for customers.
· While the Wincanton Board is highly confident in the long-term
prospects of the business as an independent listed company, it has considered
the attraction to Wincanton Shareholders of the Cash Consideration due under
the terms of the Acquisition against the backdrop of near-term macroeconomic
uncertainty.
· Bidco's offer at the Acquisition Price of 450 pence per share
followed the Wincanton Board having received and rejected several unsolicited
proposals from CMA CGM over a period of a few weeks, given such proposals were
not at a level the Wincanton Board felt adequately reflected the valuation of
Wincanton and its future prospects. The Wincanton Board believes that the
Acquisition Price is at a level that it can unanimously recommend to Wincanton
Shareholders.
· In evaluating the financial terms of the Acquisition, and determining
whether the Wincanton Board should recommend CEVA's proposal to Wincanton
Shareholders, the Wincanton Board has considered a number of factors, taking
into account:
o the Acquisition Price represents a significant premium to both recent and
long-term trading levels of Wincanton Shares (as described above);
o the Acquisition implies an enterprise value multiple of approximately 6.8
times Wincanton's underlying EBITDA and 11.7 times Wincanton's underlying EBIT
(in each case on an IFRS 16 basis) for the twelve-month period ended on 30
September 2023, being at an attractive level when compared to other public
comparable transactions in the logistics sector;
o the all-cash consideration being offered pursuant to the Acquisition, which
provides Wincanton Shareholders with the opportunity to realise the value of
their investment for all of their Wincanton Shares upon completion of the
Acquisition;
o the limited liquidity of Wincanton Shares presents a challenge for Wincanton
Shareholders to otherwise monetise their holdings;
o Wincanton's consistently strong trading performance has not, in the view of
the Wincanton Board, been fully reflected in the price of Wincanton Shares for
a material period of time;
o the certainty of the Cash Consideration under the Acquisition should be
weighed against the inherent uncertainty of realising the value that exists in
the business in the future, given a near-term uncertain macroeconomic climate
both in the UK and globally, and the competitive landscape in both warehousing
and transportation; and
o shareholders, representing in aggregate approximately 6.97 per cent. of
Wincanton's issued share capital, having provided letters of intent to vote in
favour of the Acquisition at the Court Meeting and General Meeting (or, if the
Acquisition is implemented by way of an offer, to accept such offer).
· In addition to the financial terms of the Acquisition, in its
evaluation of CEVA as a suitable owner of Wincanton, the Wincanton Board has
taken into account CEVA's support and intentions for the business and its
employees.
· The Wincanton Board believes the Acquisition represents a valuable
opportunity which will provide a positive outcome for all its stakeholders,
including employees, pension-right holders and customers, as well as Wincanton
Shareholders.
· The Wincanton Board notes the importance CEVA attaches to Wincanton's
customer relationships and the high regard in which CEVA holds the strength of
the customer partnerships Wincanton has built to date, and will endeavour to
provide continuity for Wincanton's customers.
· The Wincanton Board takes comfort in CEVA's track-record and
commitment to recognising the importance of investment in technology and
customer service, and look forward to working with CEVA to implement such
technologies and customer services across the Combined Group.
· Accordingly, following careful consideration of the above factors,
the Wincanton Directors are pleased to confirm their intention to recommend
unanimously that Wincanton Shareholders vote in favour of the Acquisition at
the Court Meeting and in favour of the Resolution(s) to be proposed at the
General Meeting (or, in the event the Acquisition is implemented by way of an
offer, to accept or procure acceptance of such offer), as the Wincanton
Directors have irrevocably undertaken to do in respect of their own Wincanton
Shares.
Information on Wincanton
· Wincanton is listed on the premium segment of the Main Market of the
London Stock Exchange. Wincanton is a leading British supply chain solutions
company. The Wincanton Group provides business critical services including
storage, handling and distribution; high volume eFulfilment; retailer 'dark
stores'; two-person home delivery; fleet and transport management; and network
optimisation for many of the UK's best-known companies.
· The Wincanton Group is active across a range of markets including
food and consumer goods; retail and manufacturing; eCommerce; the public
sector; major infrastructure; building materials; fuel; and defence. With
almost 100 years' heritage, Wincanton's approximately 20,300-strong team
operates from more than 170 sites across the country, responsible for
approximately 8,500 vehicles.
Information on Bidco, CEVA and CMA CGM
· Bidco is a newly established company formed by a subsidiary of CEVA
for the purposes of the Acquisition. It has not traded prior to the
Announcement Date nor has it entered into any obligations other than in
connection with the Acquisition.
· CEVA is a world leader in third-party logistics, providing global
supply chain solutions to connect people, products and providers all around
the world. CEVA is part of the CMA CGM Group, CMA CGM being a global player in
sea, land, air and logistics solutions, serving more than 420 ports around the
world across five continents, with a fleet of around 620 vessels. CMA CGM is a
provider of container shipping services around the world, a key member of the
Ocean Alliance and a global port operator.
· Headquartered in Marseille, France, CEVA offers a broad range of
end-to-end, customised solutions in Contract Logistics, Air, Ocean, Ground and
Finished Vehicle Logistics in 170 countries worldwide thanks to its
approximately 110,000 employees at more than 1,300 facilities. CEVA operates
nearly 900 contract logistics and freight warehouses, representing 10.3
million square meters, and transports approximately 520,000 tons of air
freight and 1.3 million TEUs of ocean freight.
· CEVA serves customers from a wide range of industries including
consumer & retail, automotive, industrial & aerospace, healthcare,
e-commerce, technology and energy.
· CEVA generates approximately US$15 billion of annual revenues.
· In 2022, CMA CGM made several key acquisitions, including the
commerce and lifecycle services activities of Ingram Micro to further
strengthen CEVA's e-commerce logistics scale and capabilities in the U.S. and
European markets; and GEFCO to add global finished vehicle logistics solutions
as a complement to its automotive offering. This proven track-record of
successful acquisitions demonstrates CMA CGM and CEVA's ability to foster the
growth of acquired companies by (i) providing them with additional
capabilities and (ii) retaining their most talented people who benefit from
additional opportunities.
Focus on CEVA's offering in the UK
· CEVA generates circa US$950 million of annual revenues in the UK and
covers the entire supply chain through several subsidiaries. In particular,
the CEVA Group operates in:
o the contract logistics business, with annual revenues of circa US$500
million; and
o the ground and rail business, with annual revenues of circa US$290 million.
Structure, Conditions and Timetable
· It is intended that the Acquisition will be implemented by way of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act
(although Bidco reserves the right to effect the Acquisition by way of a
Takeover Offer (with the consent of the Panel and subject to the terms of the
Co-operation Agreement)).
· The Scheme Document, containing full information about the Scheme and
the Acquisition, together with notices of the Court Meeting and the General
Meeting and an indicative timetable for implementation of the Scheme, will be
published as soon as reasonably practicable and, in any event (save with the
consent of the Panel and Wincanton), within 28 days of this Announcement.
· The Acquisition is conditional, amongst other things, on the
following matters (set out in full in Appendix I along with certain other
terms):
o the approval of the Scheme by a majority in number of the Wincanton
Shareholders who are present and vote at the Court Meeting, either in person
or by proxy, representing not less than 75 per cent. in value of the Scheme
Shares voted;
o the approval by Wincanton Shareholders of the Resolution(s) required to
implement the Scheme by the requisite majority of Wincanton Shareholders at
the General Meeting;
o following the submission of a briefing paper, the CMA having indicated that
it has no further questions and the CMA not having opened a merger
investigation (or indicated that it intends to do so) at the time that the
other Conditions have been satisfied or, if a merger investigation has been
opened, the CMA having decided that no reference to a phase 2 investigation
will be made;
o the receipt of approval from the Irish Competition and Consumer Protection
Commission, without the authority having opened a phase 2 investigation;
o confirmation of no objection to the change of control of Risk Underwriting
(Guernsey) Limited by the GFSC under the Guernsey Insurance Law;
o clearance in the United Kingdom under the NSI Act;
o satisfaction or, where applicable, waiver of the other Conditions (listed in
Appendix I to this Announcement);
o the sanction of the Scheme by the Court; and
o the Scheme becoming Effective by no later than the Long Stop Date.
· It is expected that the Court Meeting and the General Meeting will be
held as soon as possible after the publication of the Scheme Document
following the required notice period to convene the Meetings and, subject to
the satisfaction or, where applicable, waiver of all relevant Conditions and
the further terms set out in Appendix I and to be set out in the Scheme
Document, the Scheme is expected to become Effective during 2024.
Commenting on the Acquisition, Sir Martin Read CBE, Chairman of Wincanton,
said:
"This offer for Wincanton from CMA CGM is testament to the strength of the
business we have built, our strategy, our strong customer relationships and
our excellent people. CMA CGM is a highly-experienced operator in the
industry, and as Wincanton becomes part of this larger business, it will be
able to capitalise on the significant growth opportunities ahead.
In unanimously recommending this offer to shareholders, the directors believe
it is in the interests of all the company's stakeholders. While we remain
confident in the long-term prospects of Wincanton and the wider sector, we
recognise that the strong performance of the company has not been reflected in
the performance of its shares in recent years. We therefore believe this offer
represents the best opportunity for shareholders to realise the value of their
investment with greater certainty."
Commenting on the Acquisition, James Wroath, Chief Executive Office of
Wincanton, said:
"I am incredibly proud of the progress we have made at Wincanton over the last
four years, thanks to our great people and customers. We have strengthened our
business and ensured that we are at the forefront of logistics innovation. Our
work in automation and technology has been industry-leading and has allowed us
to take advantage of trends towards outsourcing and eCommerce while continuing
to improve service for our long-term customers.
This offer will enable Wincanton to continue and accelerate the progress that
has been made, providing an excellent partner with the balance sheet strength
that will allow the pursuit of both existing and new growth opportunities. CMA
CGM's strong track record of investing in its people and its commitment to its
customers means that we are confident this offer will deliver benefits for all
of our stakeholders."
Commenting on the Acquisition, Rodolphe Saadé, Chairman of CMA CGM, said:
"I am very excited about the prospect of working with Wincanton's experienced
leadership team and the power of the combination with our logistics arm, CEVA.
As a leading and trusted supply chain partner for many well-known British and
Irish brands, Wincanton perfectly aligns with the CMA CGM Group's ambition to
further expand its presence in this strategic region.
Wincanton's renowned expertise in designing supply chain solutions for
customers in the retail, grocery, eCommerce, construction, infrastructure,
energy and defence sectors would enable CEVA to further diversify its contract
logistics customer base.
Bringing together the two entities would strengthen the CMA CGM Group's
footprint in the United Kingdom and Ireland, while also paving the way for new
opportunities and more innovative product offerings. On behalf of our 155,000
staff members, I look forward to welcoming Wincanton's talented people within
our Group."
Commenting on the Acquisition, Mathieu Friedberg, Chief Executive Officer of
CEVA, said:
"Wincanton's commitment to their people drives their success in the UK
contract logistics market. At CEVA, we accomplish our mission through the
diverse, talented people we have working in the UK and around the world. The
proven track record of both CEVA and Wincanton are largely thanks to our
respective employees. In addition to the innovative logistics solutions that
we could develop and offer together, we would be optimally positioned to
answer even more supply chain challenges for our combined set of UK
customers".
This summary should be read in conjunction with, and is subject to, the full
text of this Announcement including the Appendices. The Acquisition will be
subject to the Conditions and further terms set out in Appendix I to this
Announcement and to the full terms and conditions which will be set out in the
Scheme Document. Appendix II contains the sources and bases of certain
information and calculations contained in this Announcement. Appendix III
contains details of the irrevocable undertakings and letters of intent
procured by Bidco in relation to the Acquisition. Appendix IV contains
definitions of certain expressions used in this summary and in 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
Image 7 (PR Adviser to CMA CGM, CEVA and Bidco) +33 1 53 70 74 70
Anne-France Malrieu
Leslie Jung-Isenwater
Willkie Farr & Gallagher (UK) LLP is acting as legal adviser to Bidco,
CEVA and CMA CGM.
Herbert Smith Freehills LLP is acting as legal adviser to Wincanton.
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, or otherwise
acquire, subscribe for, sell or otherwise dispose of any securities, or the
solicitation of any vote or approval in any jurisdiction, 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 or any
document by which the Acquisition is made which, together with the
accompanying forms of proxy, will contain 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, 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.
Wincanton and Bidco urge Wincanton Shareholders to read the Scheme Document
when it becomes available because it will contain 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 (or, if the
Acquisition is implemented by way of a Takeover Offer, the offer document
containing such Takeover Offer).
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.
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.
The person responsible for arranging for the release of this Announcement on
behalf of Wincanton is Lyn Colloff, Company Secretary.
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 independent financial adviser duly authorised under FSMA if you are
resident in the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.
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. This information will also be publicly
disclosed in the United States to the extent that such information is made
public in the United Kingdom.
Forward-looking statements
This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition and other
information published by Bidco and Wincanton contain statements about Bidco
and the Wincanton Group that are, or may be, forward-looking statements. These
statements are based on the current expectations of the management of Bidco
and/or Wincanton and are naturally subject to uncertainty and changes in
circumstances which could cause actual results to differ materially from the
future results expressed or implied by the forward-looking statements. All
statements, including the expected timing and scope of the Acquisition, other
than statements of historical facts included in this Announcement, may be
forward-looking statements. Without limitation, any statements preceded or
followed by or that include the words "targets", "plans", "believes",
"expects", "aims", "intends", "will", "may", "should", "would", "could",
"anticipates", "estimates", "projects", "strategy" or words or terms of
similar substance or the negative thereof are forward-looking statements.
Forward-looking statements may include statements relating to the following:
(i) future capital expenditures, expenses, revenues, earnings, synergies,
economic performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management strategies and the
expansion and growth of Bidco's or the Wincanton Group's operations and
potential synergies resulting from the Acquisition; and (iii) the effects of
global economic conditions and government regulation on Bidco's or the
Wincanton Group's business.
Although Bidco and Wincanton believe that the expectations reflected in such
forward-looking statements are reasonable, such expectations are not
guarantees of future performance. By their nature, because they relate to
events and depend on circumstances that will occur in the future, such
forward-looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key
assumptions. Many factors could cause actual results and developments to
differ materially from those projected or implied in any forward-looking
statements. These factors include, but are not limited to, the satisfaction of
the Conditions, as well as additional factors, such as changes in political
and economic conditions, changes in the level of capital investment, retention
of key employees, changes in customer habits, success of business and
operating initiatives and restructuring objectives, impact of any acquisitions
or similar transactions, changes in clients' strategies and stability,
competitive product and pricing measures, changes in the regulatory
environment, fluctuations or interest and exchange rates and the outcome of
any litigation. Other unknown or unpredictable factors could cause actual
results to differ materially from those in the forward-looking statements. Due
to such uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements (which speak only as of the date
hereof) and neither Bidco nor any member of the Wincanton Group (nor any of
their respective directors, officers, employees or advisers) provides any
representation, assurance or guarantee that the occurrence of the events
expressed or implied by the forward-looking statements will actually occur.
Further, other than in accordance with their legal and regulatory obligations,
Bidco and each member of the Wincanton Group disclaims any obligation to
update publicly or revise any forward-looking or other statements contained
herein, whether as a result of new information, future events or otherwise,
except as required by applicable law.
All subsequent oral or written forward-looking statements attributable to any
member of the Wider Bidco Group or Wider Wincanton Group, or any of their
respective directors, officers, employees or advisers, are expressly qualified
in their entirety by the cautionary statement above.
No profit forecasts, profit estimates or quantified benefits statements
Except where expressly described as such, no statement in this Announcement is
intended as a profit forecast, profit estimate or quantified benefits
statement for any period and no statement in this Announcement should be
interpreted to mean that earnings or earnings per share for Wincanton for the
current or future financial years would necessarily match or exceed the
historical published earnings or earnings per share for Wincanton.
Dealing and Opening Position 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)
applies must be made by no later than 3.30 p.m. (London time) on the 10th
Business Day 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
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 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.
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.
Information relating to Wincanton Shareholders
Please be aware that addresses, electronic addresses and certain other
information provided by Wincanton Shareholders, persons with information
rights and other relevant persons for the receipt of communications from
Wincanton may be provided to Bidco during the Offer Period as required under
Section 4 of Appendix 4 to the Code to comply with Rule 2.11(c) of the Code.
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/ and on Bidco's
website at https://investors.cmacgm-group.com/home 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.
In accordance with Rule 30.3 of the Code, Wincanton Shareholders, persons with
information rights and participants in the Wincanton Share Plans may request a
hard copy of this Announcement by contacting Equiniti during business hours on
+44 (0)371 384 2050 or by submitting a request in writing to Equiniti at
Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom.
Calls outside the United Kingdom will be charged at the applicable
international rate. The helpline is open between 8.30 a.m. to 5.30 p.m.
(London time), Monday to Friday, excluding public holidays in England and
Wales. Please note that Equiniti cannot provide any financial, legal or tax
advice and calls may be recorded and monitored for security and training
purposes. Wincanton Shareholders may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form. If a Wincanton Shareholder has
received this Announcement in electronic form, hard copies of this
Announcement and any document or information incorporated by reference into
this Announcement will not be provided unless such a request is made.
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.
Rule 2.9 of the Code
For the purposes of Rule 2.9 of the Code, Wincanton confirms that, as at the
Announcement Date, it had in issue 124,543,670 ordinary shares of 10
pence each (excluding shares held in treasury). The ISIN for the ordinary
shares is GB0030329360.
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
19 January 2024
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
1. Introduction
The Boards 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"), are pleased to announce that they have
reached agreement on the terms of a recommended cash offer for the entire
issued and to be issued share capital of Wincanton by Bidco (the
"Acquisition").
The Acquisition is intended to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act (although Bidco reserves the right to
effect the Acquisition by way of a Takeover Offer, with the consent of the
Panel and in accordance with the terms of the Co-operation Agreement).
2. The Acquisition
Under the terms of the Acquisition, which will be subject to the Conditions
and further terms set out in Appendix I to this Announcement and to be set out
in the Scheme Document, Wincanton Shareholders will be entitled to receive:
for each Wincanton Share
held 450 pence in cash
The Acquisition values the entire issued and to be issued share capital of
Wincanton at approximately £566.9 million on a fully diluted basis and values
Wincanton at approximately £764.9 million on an enterprise value basis.
The Acquisition Price represents a premium of approximately:
· 52 per cent. to the Closing Price per Wincanton Share of 297 pence on
the Latest Practicable Date;
· 48 per cent. to the volume-weighted average price per Wincanton Share
of 305 pence over the thirty (30) Business Day period ended on the Latest
Practicable Date;
· 60 per cent. to the volume-weighted average price per Wincanton Share
of 282 pence over the ninety (90) Business Day period ended on the Latest
Practicable Date; and
· 82 per cent. to the volume-weighted average price per Wincanton Share
of 247 pence over the twelve-month period ended on the Latest Practicable
Date.
The Acquisition implies an enterprise value multiple of approximately 6.8
times Wincanton's underlying EBITDA and 11.7 times Wincanton's underlying EBIT
(in each case on an IFRS 16 basis) for the twelve-month period ended on 30
September 2023.
The Wincanton Shares will be acquired by Bidco 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 attaching thereto as at the Effective Date, 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 Wincanton
Shares.
If any dividend and/or other distribution and/or other return of capital is
declared, made, or paid or becomes payable in respect of Wincanton Shares on
or after the Announcement Date and prior to the Effective Date, the Cash
Consideration will be automatically reduced by an amount equal to the amount
of such dividend and/or distribution and/or return of capital. Where the Cash
Consideration is so reduced, any reference in this Announcement or in the
Scheme Document to the Cash Consideration will automatically be deemed to be a
reference to the Cash Consideration so reduced. In such circumstances,
Wincanton Shareholders will be entitled to retain any such dividend,
distribution or other return of capital declared or paid. Any automatic
reduction of the Cash Consideration or other exercise by Bidco of its rights
and/or obligations referred to in this paragraph shall be the subject of an
announcement and, for the avoidance of doubt, not be regarded as constituting
any revision or variation of the terms of the Acquisition or the Scheme.
It is currently expected that the Scheme Document will be published as soon as
reasonably practicable and, in any event, within 28 days of this Announcement,
that the Court Meeting and the General Meeting will be held as soon as
possible thereafter following the required notice period for the Meetings and
that, subject to the satisfaction or, where applicable, waiver of all relevant
Conditions and the further terms set out in Appendix I to this Announcement
and to be set out in the Scheme Document, the Scheme is expected to become
Effective during 2024.
3. Background to and reasons for the Acquisition
The intended Acquisition of Wincanton represents an attractive growth
opportunity that is in line with CEVA's expansion strategy. It is a unique
opportunity to expand CEVA's offering in the UK, and to acquire complementary
grocery and consumer expertise.
CEVA strongly believes that a combination between Wincanton and CEVA will:
· further develop CEVA's offering in contract logistics in the UK and
Ireland, with Wincanton acting as its key development and growth platform in
these countries;
· build on Wincanton's proven expertise in partnering with prominent
grocers and retailers in the UK to diversify CEVA's customer base;
· bring the support of a well-capitalized and entrepreneurial group,
with the capability to offer end-to-end logistics solutions on a worldwide
basis to both SMEs and major blue-chip clients, in order to support future
growth as well as future innovation development; and
· deliver cost synergies, sharing best practices and making use of key
talents from both sides.
4. Recommendation
The Wincanton Directors, who have been so advised by HSBC as to the financial
terms of the Acquisition, consider the terms of the Acquisition to be fair and
reasonable. In providing their advice to the Wincanton Directors, HSBC have
taken into account the commercial assessments of the Wincanton Directors. HSBC
is providing independent financial advice to the Wincanton Directors for the
purposes of Rule 3 of the Code.
Accordingly, the Wincanton Directors intend to recommend unanimously that
Wincanton Shareholders vote (or procure the vote) in favour of the Scheme at
the Court Meeting and the Resolution(s) to be proposed at the General Meeting.
5. Irrevocable undertakings and letters of intent
The Wincanton Directors who are interested in Wincanton Shares have
irrevocably undertaken to vote (or procure the vote) in favour of the Scheme
at the Court Meeting and the Resolution(s) 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 their own beneficial holdings, amounting, in aggregate, to
134,218 Wincanton Shares and representing approximately 0.11 per cent. of the
issued share capital of Wincanton as at the Latest Practicable Date.
Bidco has also received letters of intent from certain Wincanton Shareholders
in respect of 8,683,231 Wincanton Shares, in aggregate, owned or controlled by
them and representing approximately 6.97 per cent. of the issued share capital
of Wincanton as at the Latest Practicable Date, stating their intentions to
vote (or to procure the vote) in favour of the Scheme at the Court Meeting and
the Resolution(s) 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 total, therefore, Bidco has procured irrevocable undertakings and letters
of intent to vote (or to procure the vote) in favour of the Scheme at the
Court Meeting and the Resolution(s) 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, 8,817,449 Wincanton Shares and representing
approximately 7.08 per cent. of the issued share capital of Wincanton as at
the Latest Practicable Date.
Further details of these irrevocable undertakings and letters of intent,
including the circumstances in which such irrevocable undertakings cease to be
binding, are set out in Appendix III to this Announcement.
6. Background to and reasons for the recommendation
Wincanton is a leading supply chain partner for British business, and is a
trusted partner to many of the UK's most recognisable brands and influential
public bodies. The Wincanton Directors are proud of Wincanton's relentless
emphasis on customers and of the deep customer partnerships it has built to
date, as evidenced by the strength of relationships and ongoing momentum in
terms of both new business and contract renewals. To have such customers and
such good relationships with them is a testament to the value of Wincanton's
business and its future prospects.
Throughout the Covid pandemic, Wincanton clearly demonstrated its resilience,
agility and importance to UK supply chains, resulting in a period of strong
earnings and upgrades to market expectations. Under current management, the
Wincanton Group has successfully navigated numerous additional headwinds
including heavy goods vehicles driver shortages, inflation and pressures on
consumer spending, reflecting Wincanton's balanced portfolio.
The Wincanton Directors continue to believe there are strong structural
drivers underpinning future growth across Wincanton's business, including
trends towards outsourcing and eCommerce penetration.
Wincanton is also at the forefront of logistics innovation in the UK and
continues to develop its commercial strategy for both warehouse automation and
its Transport Management Control Towers to significantly increase the value of
its offering for customers.
In 2023, in response to the challenging external macroeconomic environment,
Wincanton took proactive action to reorganise strategically its transport
operations and exit closed-book contracts. The Wincanton Directors are pleased
with the good progress which has been made to-date. In addition, the Wincanton
Directors are pleased with the significant improvement achieved in relation to
the position of the defined benefit section of the Wincanton Pension Scheme,
announcing an actuarial surplus of £3.9 million as at 31 March 2023,
resulting in the ability to cease contributions to the scheme. This has
directly translated into a significant improvement in free cash flow providing
capital investment optionality for the Wincanton Group across supply chain
automation, transport optimisation and operational excellence.
While the Wincanton Board is highly confident in the long-term prospects of
the business as an independent listed company, it has considered the
attraction to Wincanton Shareholders of the Cash Consideration due under the
terms of the Acquisition against the backdrop of near-term macroeconomic
uncertainty. The Wincanton Board did not solicit an offer from CMA CGM.
Bidco's offer at the Acquisition Price of 450 pence per share followed the
Wincanton Board having received and rejected several proposals from CMA CGM
over a period of a few weeks, given such proposals were not at a level the
Wincanton Board felt adequately reflected the valuation of Wincanton and its
future prospects. The Wincanton Board believes that the Acquisition Price is
at a level that it can unanimously recommend to Wincanton Shareholders.
In evaluating the financial terms of the Acquisition, and determining whether
the Wincanton Board should recommend CEVA's proposal to Wincanton
Shareholders, the Wincanton Board has considered a number of factors, taking
into account:
· Bidco's offer of an Acquisition Price of 450 pence per share which
represents a significant premium to both recent and long-term trading levels
of Wincanton Shares:
o a premium of approximately 52 per cent. to the Closing Price per Wincanton
Share of 297 pence on the Latest Practicable Date;
o a premium of approximately 48 per cent. to the volume-weighted average price
per Wincanton Share of 305 pence over the thirty (30) Business Day period
ended on the Latest Practicable Date;
o a premium of approximately 60 per cent. to the volume-weighted average price
per Wincanton Share of 282 pence over the ninety (90) Business Day period
ended on the Latest Practicable Date;
o a premium of approximately 82 per cent. to the volume-weighted average price
per Wincanton Share of 247 pence over the twelve-month period ended on the
Latest Practicable Date; and
o implies an enterprise value multiple of approximately 6.8 times Wincanton's
underlying EBITDA and approximately 11.7 times Wincanton's underlying EBIT (in
each case on an IFRS 16 basis) for the twelve-month period ended on 30
September 2023, being at an attractive level when compared to other public
comparable transactions in the logistics sector;
· the all-cash consideration being offered pursuant to the Acquisition,
which provides Wincanton Shareholders with the opportunity to realise the
value of their investment for all of their Wincanton Shares upon completion of
the Acquisition;
· the limited liquidity of Wincanton Shares presents a challenge for
Wincanton Shareholders to otherwise monetise their holdings;
· Wincanton's consistently strong trading performance has not, in the
view of the Wincanton Board, been fully reflected in the price of Wincanton
Shares for a material period of time;
· the certainty of the Cash Consideration under the Acquisition should
be weighed against the inherent uncertainty of realising the value that exists
in the business in the future, given a near-term uncertain macroeconomic
climate both in the UK and globally, and the competitive landscape in both
warehousing and transportation; and
· shareholders, representing in aggregate approximately 6.97 per cent.
of Wincanton's issued share capital, having provided letters of intent to vote
in favour of the Acquisition at the Court Meeting and General Meeting (or, if
the Acquisition is implemented by way of an offer, to accept such offer).
In addition to the financial terms of the Acquisition, in its evaluation of
CEVA as a suitable owner of Wincanton, the Wincanton Board has taken into
account CEVA's support and intentions for the business and its employees.
The Wincanton Board believes the Acquisition represents a valuable opportunity
which will provide a positive outcome for all its stakeholders, including
employees, pension-right holders and customers, as well as Wincanton
Shareholders. The Wincanton Directors believe that a combination with CEVA
brings strategic benefits, noting CEVA's intention to support Wincanton by
making use of its industry expertise and balance sheet capability. In
addition, the Wincanton Directors acknowledge the benefits of private
ownership, including greater access to capital to pursue both existing and new
growth opportunities.
The Wincanton Board notes the importance CEVA attaches to Wincanton's customer
relationships and the high regard in which CEVA holds the strength of the
customer partnerships Wincanton has built to date, and will endeavour to
provide continuity for Wincanton's customers.
The Wincanton Board takes comfort in CEVA's track-record and commitment to
recognising the importance of investment in technology and customer service,
and look forward to working with CEVA to implement such technologies and
customer services across the Combined Group.
Accordingly, following careful consideration of the above factors, the
Wincanton Directors are pleased to confirm their intention to recommend
unanimously that Wincanton Shareholders vote in favour of the Acquisition at
the Court Meeting and in favour of the Resolution(s) to be proposed at the
General Meeting (or, in the event the Acquisition is implemented by way of an
offer, to accept or procure acceptance of such offer), as the Wincanton
Directors have irrevocably undertaken to do in respect of their own Wincanton
Shares.
7. Information on CMA CGM and Bidco
Information on Bidco, CEVA and CMA CGM
Bidco is a newly established company formed by a subsidiary of CEVA for the
purposes of the Acquisition. It has not traded prior to the Announcement Date
nor has it entered into any obligations other than in connection with the
Acquisition.
CEVA is a world leader in third-party logistics, providing global supply chain
solutions to connect people, products and providers all around the world. CEVA
is part of the CMA CGM Group, CMA CGM being a global player in sea, land, air
and logistics solutions, serving more than 420 ports around the world across
five continents, with a fleet of around 620 vessels. CMA CGM is a provider of
container shipping services around the world, a key member of the Ocean
Alliance and a global port operator.
Headquartered in Marseille, France, CEVA offers a broad range of end-to-end,
customised solutions in Contract Logistics, Air, Ocean, Ground and Finished
Vehicle Logistics in 170 countries worldwide thanks to its approximately
110,000 employees at more than 1,300 facilities. CEVA operates nearly 900
contract logistics and freight warehouses, representing 10.3 million square
meters, and transports approximately 520,000 tons of air freight and 1.3
million TEUs of ocean freight.
CEVA serves customers from a wide range of industries including consumer &
retail, automotive, industrial & aerospace, healthcare, e-commerce,
technology and energy.
CEVA generates approximately US$15 billion of annual revenues.
In 2022, CMA CGM made several key acquisitions, including the commerce and
lifecycle services activities of Ingram Micro to further strengthen CEVA's
e-commerce logistics scale and capabilities in the U.S. and European markets;
and GEFCO to add global finished vehicle logistics solutions as a complement
to its automotive offering. This proven track-record of successful
acquisitions demonstrates CMA CGM and CEVA's ability to foster the growth of
acquired companies by (i) providing them with additional capabilities and (ii)
retaining their most talented people who benefit from additional
opportunities.
Focus on CEVA's offering in the UK
CEVA generates circa US$950 million of annual revenues in the UK and covers
the entire supply chain through several subsidiaries. In particular, the CEVA
Group operates in:
(i) the contract logistics business, with annual revenues of
circa US$500 million; and
(ii) the ground and rail business, with annual revenues of circa
US$290 million.
8. Information on Wincanton
Wincanton is listed on the premium segment of the Main Market of the London
Stock Exchange. Wincanton is a leading British supply chain solutions company.
The Wincanton Group provides business critical services including storage,
handling and distribution; high volume eFulfilment; retailer 'dark stores';
two-person home delivery; fleet and transport management; and network
optimisation for many of the UK's best-known companies.
The Wincanton Group is active across a range of markets including food and
consumer goods; retail and manufacturing; eCommerce; the public sector; major
infrastructure; building materials; fuel; and defence. With almost 100 years'
heritage, Wincanton's approximately 20,300-strong team operates from more than
170 sites across the country, responsible for approximately 8,500 vehicles.
For the six-month period ended on 30 September 2023, Wincanton generated
£694.7 million of revenue and £22.6 million of underlying profit before tax.
Revenue is derived from a combination of open and closed book logistics
contracts, across four sectors: eFulfilment; Grocery & Consumer; General
Merchandise; and Public & Industrial.
eFulfilment: eCommerce-focused sector providing agile, scalable and bespoke
supply chain solutions, including high-volume eFulfilment, Customer Fulfilment
Centres and premium two-person home delivery for leading and fast-growing
online and omnichannel brands in the UK.
Grocery & Consumer: Food and drink-focused sector providing critical
supply chain solutions and logistics services to the UK's leading consumer
goods companies and grocery retailers.
General Merchandise: Multichannel retail-focused sector providing essential
supply chain solutions and logistics services to the UK's leading retailers,
manufacturers and vendors.
Public & Industrial: Supply chain sector-specific solutions to a diverse
customer base including infrastructure, defence, energy, healthcare, building
materials and the public sector.
Wincanton is committed to bringing greater value to its customers through
technology including through:
· development of robotics and automation solutions, particularly to
increase the productivity of picking operations. Wincanton is working on
further opportunities for robotics across the network; and
· investment in technology for its transport proposition, based on
being the best partner to both manage dedicated fleets and to provide
efficient and reliable subcontracted services, strengthening Wincanton's
capabilities as the 4PL of choice.
Wincanton operates within the UK and Ireland.
For the FY23, Wincanton generated revenue of £1,462 million, underlying
EBITDA of £121.9 million, underlying EBIT of £70.8 million and underlying
profit before tax of £62.1 million all on an IFRS 16 basis. As at 30
September 2023, Wincanton had net cash of £15.6 million and lease liabilities
of £213.6 million.
9. Directors, management, employees, pensions, research and development and locations of business
Strategic plans for the Wincanton Group
As set out in paragraph 3 above, CEVA believes that the Acquisition has a
compelling strategic and financial rationale and will create significant value
for all Wincanton stakeholders and is consistent with CEVA's long-term growth
strategy.
CEVA believes that there is a strong strategic fit between the businesses of
Wincanton and CEVA based on highly complementary service offerings, customer
portfolios and footprints in the UK. As such, CEVA is confident in the future
prospects of Wincanton's business and its long-term value.
CEVA completed a short period of high-level confirmatory due diligence on
Wincanton prior to the date of this Announcement. However, CEVA has not had
access to sufficiently detailed operational information to formulate specific
plans regarding the impact of the Acquisition.
CEVA's expectation is that the combination of the two groups and the sharing
of expertise and networks will lead to the identification of cost synergies.
Following completion of the Acquisition, CEVA, working with Wincanton's senior
management, intends to undertake an in-depth review of Wincanton and full
evaluation of those potential synergies.
CEVA expects that this evaluation will be completed within approximately
twelve months from the Effective Date. In addition to improving its
understanding of the business and potential available synergies, the
evaluation will include:
· engaging with the key stakeholders (including, but not limited to,
employees, customers and suppliers) of Wincanton;
· business expansion and cross-selling opportunities; and
· exploration of preliminary ideas for jointly developed new
capabilities.
Employees and management
CEVA attaches great importance to the competence, skills and experience of
Wincanton's management team and employees, who have been key to Wincanton's
continued success and to building the strong relationships that Wincanton
holds with its customers and other stakeholders.
Although CEVA will be undertaking a customary cost synergies evaluation
following completion of the Acquisition as described above, CEVA expects the
Wincanton Group's management and employees to continue to contribute to the
success of the Combined Group, with specific roles and responsibilities to be
assessed post completion of the Acquisition. CEVA believes that in the main
Wincanton Group's management and employees will benefit from greater career
and business opportunities as part of the Combined Group.
CEVA has not yet begun its review of workforce integration within the Combined
Group and has not made any decisions in relation to any specific actions that
may be taken as a result of this evaluation. Therefore, CEVA cannot be certain
what impact there will be on the employment of, and the balance of skills and
functions of, the management and employees of the Combined Group, beyond
anticipating that some restructuring and streamlining may be required as a
result of the review in order to realise the expected benefits of the
Acquisition.
As part of this, it is expected that once Wincanton ceases to be a listed
company, a material number of listed company functions and associated
headcount may be reduced in scope. More broadly CEVA does not expect any
headcount reduction to be material in the context of the Wincanton Group as a
whole and confirms that its intention is for any individuals impacted to be
treated in a manner consistent with Wincanton's and CEVA's standards, culture
and practices, including, where possible and appropriate, offering affected
individuals alternative roles within the Combined Group in order to retain the
best talent.
The evaluation and implementation of any headcount reductions would be subject
to appropriate engagement with stakeholders, including affected employees and
any appropriate employee representative bodies in accordance with the legal
obligations of the Combined Group, at the relevant time.
Existing employee rights and pensions
CEVA intends to fully safeguard the existing contractual and statutory
employment rights and pensions rights of all Wincanton Group's management and
employees, in accordance with applicable law.
The Wincanton Pension Scheme (the "Pension Scheme") includes a defined benefit
section which has been closed to future accrual since 2014. CEVA does not
intend to reopen the Pension Scheme to new members. Similarly, CEVA does not
currently intend to make any changes to the benefits provided by the Wincanton
defined contribution pension scheme. CEVA intends to continue to make
contributions in line with the current arrangements for the Pension Scheme and
to facilitate the future review of the Wincanton defined benefit pension
section and, if required, to comply with the covenants disclosed following the
2023 triennial valuation.
Management incentive arrangements
Following completion of the Acquisition, CEVA intends to review the
management, governance and incentive structure of Wincanton. Bidco has not
entered into, and has not discussed, any new form of incentive arrangement
with any member of Wincanton's management, but may put in place new incentive
arrangements for certain members of Wincanton's management following the
Acquisition becoming Effective.
Locations of business, headquarters, fixed assets and research and development
CEVA envisages that Wincanton will retain its existing UK headquarters and
headquarter functions (other than as noted above in relation to listed company
functions). Following completion of the Acquisition, CEVA will review all of
Wincanton's sites, offices and operations as part of its full evaluation of
the Wincanton Group. CEVA believes that the Wincanton Group has a highly
complementary footprint to CEVA; however, where synergies are identified, some
sites may be consolidated or repurposed to better integrate Wincanton and CEVA
into the Combined Group and to facilitate the integration of Wincanton Group
employees. CEVA does not intend material redeployment of any of Wincanton's
fixed assets as a result of the Acquisition.
CEVA recognises the important role of R&D and technology in Wincanton's
business and its CO2 reduction plan. CEVA will seek to better understand the
existing structure of Wincanton's R&D and technology function and evaluate
opportunities to further enhance this after completion of the Acquisition.
Trading facilities
The Wincanton Shares are currently listed on the Official List and admitted to
trading on the London Stock Exchange's Main Market. As set out in paragraph 16
below, in the event that the Acquisition completes, requests will be made to
the London Stock Exchange to cancel trading in Wincanton Shares and de-list
Wincanton from the Official List, with effect shortly following the Effective
Date, and steps will be taken to re-register it as a private limited company.
Post-offer undertakings
No statements in this paragraph 9 are "post-offer undertakings" for the
purposes of Rule 19.5 of the Code.
10. Wincanton Share Plans
Participants in the Wincanton Share Plans will be contacted regarding the
effect of the Acquisition on their rights under the Wincanton Share Plans and,
in the case of the LTIP and the DSBP, appropriate proposals will be made to
such participants which reflect their entitlements under the Wincanton Share
Plans. Further details of such proposals will be set out in the Scheme
Document and in separate letters to be sent to the participants in due course.
11. Financing
The Cash Consideration will be financed in cash by Bidco from existing cash
reserves of CMA CGM.
Morgan Stanley, financial adviser to CMA CGM, CEVA and Bidco, are satisfied
that the resources available to Bidco are sufficient to enable Bidco to
satisfy in full the Cash Consideration.
12. Wincanton Profit Forecast
FY24 Wincanton Profit Forecast
On 9 November 2023 in its "Half Year results for the six months to 30
September 2023" announcement, Wincanton updated the market in relation to
revenue and profit for the 12 months ending 31 March 2024 with reference to
the market expectations immediately prior to that announcement:
Statement 1:
"The Board remains confident in the Wincanton Group's strategy and expects to
deliver revenue and profit in line with market expectations for FY24."
Statement 2:
"The Wincanton Group remains on track to deliver full year profits consistent
with market expectations."
On 17 January 2024 in its "Q3 Trading Update" announcement, Wincanton
confirmed its prior guidance in relation to FY24:
"The Board expects the Wincanton Group to report profit for the current year
in line with market expectations."
Immediately prior to the announcements on 9 November 2023 and on 17 January
2024 referred to above, the analyst consensus for revenue and PBT complied on
Wincanton's website for FY24 was £1,404.5 million and £50.5 million
respectively.
Application of Rule 28 of the Code
The statements from Wincanton in italics above sets an expectation for revenue
and PBT for FY24 (the "FY24 Wincanton Profit Forecast"), which for the
purposes of Rule 28.1(c) of the Code constitutes a profit forecast.
The Wincanton Directors confirm that, as at the date of this Announcement, the
FY24 Wincanton Profit Forecast remains valid and that it has been properly
compiled on the basis of the assumptions stated below and that the basis of
accounting used is consistent with Wincanton's accounting policies which are
in accordance with UK-adopted International Accounting Standards and those
that Wincanton applied in preparing its financial statements for the year
ended 31 March 2023.
Basis of preparation and principal assumptions
The FY24 Wincanton Profit Forecast is based upon internal Wincanton forecasts.
In confirming the FY24 Wincanton Profit Forecast, the Wincanton Directors have
made the following assumptions in respect of the forecast period to 31 March
2024:
Factors outside the influence or control of the Wincanton Directors:
1. no material change in the political, economic and/or market
environment that would materially affect Wincanton;
2. there will be no material changes in market conditions over
the period to 31 March 2024 in relation to either customer demand or
competitive environment;
3. no significant one-off events or litigation that would have
a material impact on the operating results or financial position of Wincanton;
4. there will be no material adverse change to Wincanton's
commercial relationships;
5. no material changes to inflation, interest or tax rates in
Wincanton's principal markets compared with Wincanton's budgeted estimates;
6. no material changes to the foreign exchange rates that will
have a significant impact on Wincanton's revenue or cost base;
7. no material adverse events which will have a significant
impact on the operating results or financial position of Wincanton;
8. no material adverse outcome from any ongoing or future
disputes with any customer, competitor, regulator or tax authority; and
9. no material change in legislation, taxation, regulatory
requirements, applicable standards or the position of any regulatory bodies
impacting the Wincanton Group's operations or accounting policies.
Factors within the influence or control of the Wincanton Directors:
1. no additional significant acquisitions, disposals,
developments, partnership or joint venture agreements being entered into by
Wincanton which would have a materially dilutive effect on Wincanton's
earnings;
2. no material change in the dividend or capital policies of
Wincanton;
3. no material changes to the senior leadership team of
Wincanton;
4. no material change in Wincanton's strategy; and
5. Wincanton's accounting policies will be consistently
applied in the period to 31 March 2024.
13. Offer-related arrangements
Confidentiality Agreement
Pursuant to the Confidentiality Agreement, CMA CGM has undertaken to keep, and
to procure that certain of its representatives keep, confidential information
relating to (amongst other things) Wincanton and the Acquisition, to use such
information solely for the agreed purposes in relation to the Acquisition and
not to disclose it to third parties (with certain exceptions). These
confidentiality obligations will remain in force until 13 December 2025 (or,
if earlier, the date on which either the Court Order has been delivered to the
Registrar of Companies for registration or the Acquisition becomes
unconditional in all respects). The Confidentiality Agreement contains
customary standstill provisions which, subject to certain exceptions, restrict
CMA CGM and its affiliates from acquiring, or offering to acquire, interests
in certain securities of Wincanton for a period of nine months from the date
of the Confidentiality Agreement.
The Confidentiality Agreement also contains certain non-solicitation
undertakings from CMA CGM for a period of 15 months in relation to certain
employees of Wincanton in certain circumstances.
Co-operation Agreement
Pursuant to the Co-operation Agreement: (i) Bidco has agreed to use its best
endeavours to secure the regulatory clearances and authorisations necessary to
satisfy the Conditions; (ii) Bidco and Wincanton have agreed to certain
undertakings to co-operate and provide each other with information, assistance
and access in relation to the filings, submissions and notifications to be
made in relation to such regulatory clearances and authorisations; (iii) Bidco
has agreed to provide Wincanton with such information, assistance and access
as may reasonably be required for the preparation of the Scheme Document; and
(iv) Bidco and Wincanton have agreed certain arrangements in respect of the
Wincanton Share Plans and Wincanton annual bonus arrangements; and (v) Bidco
and Wincanton have settled upon certain arrangements in respect of the
Wincanton Share Plans; Wincanton annual bonus arrangements; and a retention
pot for additional cash bonuses in order to promote the retention of a pool of
Wincanton managers, including those who hold material operations or client
relationship roles.
The Co-operation Agreement records Bidco and Wincanton's intention to
implement the Acquisition by way of a Scheme, subject to the ability of Bidco
to implement the Acquisition by way of a Takeover Offer in the circumstances
described in the Co-operation Agreement.
The Co-operation Agreement will terminate in certain circumstances, including
(but not limited to):
· if such termination is agreed in writing between Bidco and Wincanton;
· if the Wincanton Directors make a change to their recommendation;
· upon the Acquisition becoming Effective;
· if a competing offer is announced which completes, becomes effective,
or is declared or becomes unconditional in all respects; or
· upon the Acquisition (whether implemented by way of the Scheme or a
Takeover Offer) being withdrawn, lapsing or terminating on or prior to the
Long Stop Date (other than where such lapse or withdrawal is as a result of an
agreed switch to a Takeover Offer).
The foregoing summary of the Co-operation Agreement does not purport to be
complete and is subject to, and qualified in its entirety by, the text of the
Co-operation Agreement, which is available for inspection as described in
paragraph 20 below.
14. Structure of the Acquisition
It is intended that the Acquisition will be effected by means of a
Court-sanctioned scheme of arrangement between Wincanton and Scheme
Shareholders under Part 26 of the Companies Act. Bidco reserves the right to
elect to implement the Acquisition by way of a Takeover Offer (with the
consent of the Panel and subject to the terms of the Co-operation Agreement).
The purpose of the Scheme is to provide for Bidco to become the holder of the
entire issued and to be issued share capital of Wincanton.
The Scheme is an arrangement between Wincanton and the Scheme Shareholders
pursuant to which the Scheme Shares will be transferred to Bidco in
consideration for which the Scheme Shareholders will receive the Cash
Consideration on the basis set out at paragraph 2 above. The transfer to Bidco
of the Scheme Shares will result in Wincanton becoming a wholly owned
subsidiary of Bidco.
The Acquisition will be put to Wincanton Shareholders at the Court Meeting and
at the General Meeting. In order to become Effective, the Scheme must be
approved by a majority in number of the Wincanton Shareholders voting (and
entitled to vote) at the Court Meeting, either in person or by proxy,
representing not less than 75 per cent. in value of the Scheme Shares voted.
In addition, at the General Meeting, Resolution(s) must be passed by the
requisite majority. The General Meeting will be held immediately after the
Court Meeting.
In order for the Scheme to become Effective, following the Meetings and
satisfaction and/or waiver (where applicable) of the other Conditions, the
Scheme must be sanctioned by the Court. The Scheme will only become Effective
once a copy of the Court Order is delivered to the Registrar of Companies.
Upon the Scheme becoming Effective: (i) it will be binding on all Wincanton
Shareholders, whether or not they attended and/or voted at the Meetings (and,
if they attended and/or voted, whether or not they voted in favour); and (ii)
share certificates in respect of Wincanton Shares will cease to be valid and
entitlements to Wincanton Shares held within the CREST system will be
cancelled. In accordance with the applicable provisions of the Code, the
consideration for the transfer of the Scheme Shares to Bidco will be
despatched no later than 14 days after the Effective Date. Subject to the
satisfaction of the Conditions, the Scheme is expected to become Effective
during 2024.
Any Wincanton Shares issued at or before the Scheme Record Time will be
subject to the terms of the Scheme. Any Wincanton Shares issued after the
Scheme Record Time will be subject to the Amended Wincanton Articles and will
be automatically transferred to Bidco in accordance with the terms of the
Amended Wincanton Articles.
The terms of the Scheme will provide that the Wincanton Shares will be
acquired under the Scheme fully paid and free from all liens, equitable
interests, charges, encumbrances, options, rights of pre-emption and any other
third party rights or interests of any nature whatsoever and together with all
rights attaching thereto at the Effective Date, including the right to receive
and retain all dividends and other distributions and returns of value
declared, paid or made after the Effective Date.
The Acquisition will lapse if the Scheme does not become Effective by the Long
Stop Date.
Further details of the Scheme, including an indicative timetable for its
implementation and the necessary action to be taken by Wincanton Shareholders,
will be set out in the Scheme Document, which is expected to be dispatched to
Wincanton Shareholders as soon as reasonably practicable and, in any event,
within 28 days of the Announcement Date (or such later date as may be agreed
with the Panel, Bidco and Wincanton).
15. Conditions
In addition to the requirements described in paragraph 14 above, the
Acquisition will be subject to the Conditions in Appendix I to this
Announcement and further terms set out below, including (amongst others):
· following the submission of a briefing paper, the CMA having
indicated that it has no further questions and the CMA not having opened a
merger investigation (or indicated that it intends to do so) at the time that
the other Conditions have been satisfied or, if a merger investigation has
been opened, the CMA having decided that no reference to a phase 2
investigation will be made;
· the receipt of approval from the Irish Competition and Consumer
Protection Commission, without the authority having opened a phase 2
investigation;
· confirmation of no objection to the change of control of Risk
Underwriting (Guernsey) Limited by the GFSC under the Guernsey Insurance Law;
and
· clearance in the United Kingdom under the NSI Act.
The Scheme will lapse if:
· the Court Meeting and the General Meeting are not held on or before
the 22nd day after the expected date of such Court Meeting and General Meeting
to be set out in the Scheme Document in due course (or such later date (if
any) as may be agreed by Bidco and Wincanton and, if required, the Court may
allow);
· the Court Hearing is not 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 may be agreed by Bidco and Wincanton
and, if required, the Court may allow); or
· the Scheme does not become Effective by the Long Stop Date.
Any Scheme Shareholder is entitled to attend the Court Hearing in person or
through counsel to support or oppose the sanctioning of the Scheme.
The deadlines for the timing of the Court Meeting, the General Meeting and the
Court Hearing as set out above may be waived by Bidco, and the deadline for
the Scheme to become Effective may be extended by agreement between Wincanton
and Bidco.
16. De-listing, cancellation of trading and re-registration
Prior to the Scheme becoming Effective, it is intended that Wincanton will
make applications to the London Stock Exchange and the FCA for the
cancellation of the admission of the Wincanton Shares to trading on the Main
Market and the listing of the Wincanton Shares on the Official List. It is
expected that such cancellation of admission to trading and de-listing would
take effect from or shortly after the Effective Date.
On the Effective Date, share certificates in respect of Wincanton Shares will
cease to be valid and should be destroyed. In addition, entitlements to
Wincanton Shares held within the CREST system will be cancelled.
It is also proposed that, following the Effective Date and after the
cancellation of the admission of the Wincanton Shares to trading on the Main
Market and the listing of the Wincanton Shares on the Official List, Wincanton
will be re-registered as a private limited company.
17. Disclosure of interests in Wincanton Shares
As at the close of business on the Latest Practicable Date, neither Bidco, its
directors, nor, so far as Bidco is aware, any person acting in concert (within
the meaning of the Code) with it (i) has any interest in or right to subscribe
for any relevant securities of Wincanton, or (ii) has any short positions in
respect of relevant securities of Wincanton (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, or (iii) has borrowed or
lent any relevant securities of Wincanton (including, for these purposes, any
financial collateral arrangements of the kind referred to in Note 4 on Rule
4.6 of the Code) save for any borrowed shares which have been either on-lent
or resold, or (iv) is a party to any dealing arrangement of the kind referred
to in Note 11 on the definition of acting in concert in the Code.
It has not been practicable for Bidco to make enquiries of all of its concert
parties in advance of the release of this Announcement. Therefore, if Bidco
becomes aware, following the making of such enquiries, that any of its concert
parties have any additional interests in relevant securities of Wincanton, all
relevant details in respect of Bidco's concert parties will be included in
Bidco's opening position disclosure in accordance with Rule 8 of the Code,
which shall be made on or before 12 noon (London time) on the 10th Business
Day following the Announcement Date.
An "interest in" securities for these purposes arises, in summary, when a
person has long economic exposure, whether absolute or conditional, to changes
in the price of securities (and a person who only has a short position in
securities is not treated as interested in those securities). In particular, a
person will be treated as having an "interest" by virtue of the ownership,
voting rights or control of securities, or by virtue of any agreement to
purchase, option in respect of, or derivative referenced to securities.
18. Overseas Shareholders
The availability of the Acquisition and the distribution of this Announcement
to persons not resident in the United Kingdom may be affected by the laws and
regulations of the relevant jurisdiction. Such persons should inform
themselves about, and observe, any applicable legal or regulatory
requirements. Wincanton Shareholders who are in any doubt regarding such
matters should consult an appropriate independent professional adviser in the
relevant jurisdiction without delay.
This Announcement does not constitute, or form part of, any offer for, or any
solicitation of any offer for, securities, nor is it a solicitation of any
vote or approval in any jurisdiction, nor will there be any purchase or
transfer of the securities referred to in this Announcement in any
jurisdiction in contravention of applicable law or regulation. Wincanton
Shareholders are advised to read the Scheme Document carefully and the
accompanying forms of proxy once these have been dispatched.
19. General
Bidco reserves the right, subject to the prior consent of the Panel and
subject to the terms of the Co-operation Agreement, to elect to implement the
Acquisition by way of a Takeover Offer for the entire issued and to be issued
share capital of Wincanton not already held by Bidco, as an alternative to the
Scheme. In such an event, such Takeover Offer will be implemented on the same
terms (subject to appropriate amendments as described in Part B of Appendix I,
so far as applicable, as those which would apply to the Scheme).
If the Acquisition is effected by way of a Takeover Offer and such Takeover
Offer becomes, or is declared, unconditional and sufficient acceptances are
received, Bidco intends to exercise its rights to apply the provisions of
Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the
remaining Wincanton Shares in respect of which the Takeover Offer has not been
accepted.
Investors should be aware that Bidco may purchase Wincanton Shares otherwise
than under any Takeover Offer or scheme of arrangement relating to the
Acquisition, such as in open market or privately negotiated purchases.
Morgan Stanley (as financial adviser to CMA CGM, CEVA and Bidco) and HSBC and
Deutsche Numis (as financial advisers to Wincanton) have given and not
withdrawn their consent to the publication of this Announcement with the
inclusion herein of the references to their respective names, in each case, in
the form and context in which they appear.
20. Documents available on website
Copies of the following documents will be made available promptly, subject to
certain restrictions relating to persons resident in Restricted Jurisdictions,
on both
Wincanton's website at https://www.wincanton.co.uk/investors/ and Bidco's
website at https://investors.cmacgm-group.com/home and in any event by no
later than noon on the Business Day following this Announcement and will
remain so available until the end of the Offer Period:
· the Confidentiality Agreement;
· the Co-operation Agreement;
· the irrevocable undertakings and letters of intent referred to in
paragraph 5 above;
· a copy of this Announcement; and
· the consents of Morgan Stanley, HSBC and Deutsche Numis referred to
in paragraph 19 above.
The Acquisition will be subject to the Conditions and certain further terms of
the Acquisition set out in Appendix I and to the full terms and conditions to
be set out in the Scheme Document. Appendix II contains the sources and bases
of certain information and calculations contained in this Announcement.
Appendix III contains details of the irrevocable undertakings and letters of
intent procured by Bidco in relation to the Acquisition. Appendix IV contains
definitions of certain expressions used in this summary and in 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
Image 7 (PR Adviser to CMA CGM, CEVA and Bidco) +33 1 53 70 74 70
Anne-France Malrieu
Leslie Jung-Isenwater
Willkie Farr & Gallagher (UK) LLP is acting as legal adviser to Bidco,
CEVA and CMA CGM.
Herbert Smith Freehills LLP is acting as legal adviser to Wincanton.
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, or otherwise
acquire, subscribe for, sell or otherwise dispose of any securities, or the
solicitation of any vote or approval in any jurisdiction, 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 or any
document by which the Acquisition is made which, together with the
accompanying forms of proxy, will contain 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, 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.
Wincanton and Bidco urge Wincanton Shareholders to read the Scheme Document
when it becomes available because it will contain 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 (or, if the
Acquisition is implemented by way of a Takeover Offer, the offer document
containing such Takeover Offer).
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.
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.
The person responsible for arranging for the release of this Announcement on
behalf of Wincanton is Lyn Colloff, Company Secretary.
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 independent financial adviser duly authorised under FSMA if you are
resident in the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.
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, This information will also be publicly
disclosed in the United States to the extent that such information is made
public in the United Kingdom.
Forward-looking statements
This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition and other
information published by Bidco and Wincanton contain statements about Bidco
and the Wincanton Group that are, or may be, forward-looking statements. These
statements are based on the current expectations of the management of Bidco
and/or Wincanton and are naturally subject to uncertainty and changes in
circumstances which could cause actual results to differ materially from the
future results expressed or implied by the forward-looking statements. All
statements, including the expected timing and scope of the Acquisition, other
than statements of historical facts included in this Announcement, may be
forward-looking statements. Without limitation, any statements preceded or
followed by or that include the words "targets", "plans", "believes",
"expects", "aims", "intends", "will", "may", "should", "would", "could",
"anticipates", "estimates", "projects", "strategy" or words or terms of
similar substance or the negative thereof are forward-looking statements.
Forward-looking statements may include statements relating to the following:
(i) future capital expenditures, expenses, revenues, earnings, synergies,
economic performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management strategies and the
expansion and growth of Bidco's or the Wincanton Group's operations and
potential synergies resulting from the Acquisition; and (iii) the effects of
global economic conditions and government regulation on Bidco's or the
Wincanton Group's business.
Although Bidco and Wincanton believe that the expectations reflected in such
forward-looking statements are reasonable, such expectations are not
guarantees of future performance. By their nature, because they relate to
events and depend on circumstances that will occur in the future, such
forward-looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key
assumptions. Many factors could cause actual results and developments to
differ materially from those projected or implied in any forward-looking
statements. These factors include, but are not limited to, the satisfaction of
the Conditions, as well as additional factors, such as changes in political
and economic conditions, changes in the level of capital investment, retention
of key employees, changes in customer habits, success of business and
operating initiatives and restructuring objectives, impact of any acquisitions
or similar transactions, changes in clients' strategies and stability,
competitive product and pricing measures, changes in the regulatory
environment, fluctuations or interest and exchange rates and the outcome of
any litigation. Other unknown or unpredictable factors could cause actual
results to differ materially from those in the forward-looking statements. Due
to such uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements (which speak only as of the date
hereof) and neither Bidco nor any member of the Wincanton Group (nor any of
their respective directors, officers, employees or advisers) provides any
representation, assurance or guarantee that the occurrence of the events
expressed or implied by the forward-looking statements will actually occur.
Further, other than in accordance with their legal and regulatory obligations,
Bidco and each member of the Wincanton Group disclaims any obligation to
update publicly or revise any forward-looking or other statements contained
herein, whether as a result of new information, future events or otherwise,
except as required by applicable law.
All subsequent oral or written forward-looking statements attributable to any
member of the Wider Bidco Group or Wider Wincanton Group, or any of their
respective directors, officers, employees or advisers, are expressly qualified
in their entirety by the cautionary statement above.
No profit forecasts, profit estimates or quantified benefits statements
Except where expressly described as such, no statement in this Announcement is
intended as a profit forecast, profit estimate or quantified benefits
statement for any period and no statement in this Announcement should be
interpreted to mean that earnings or earnings per share for Wincanton for the
current or future financial years would necessarily match or exceed the
historical published earnings or earnings per share for Wincanton.
Dealing and Opening Position 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)
applies must be made by no later than 3.30 p.m. (London time) on the 10th
Business Day 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
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 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.
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.
Information relating to Wincanton Shareholders
Please be aware that addresses, electronic addresses and certain other
information provided by Wincanton Shareholders, persons with information
rights and other relevant persons for the receipt of communications from
Wincanton may be provided to Bidco during the Offer Period as required under
Section 4 of Appendix 4 to the Code to comply with Rule 2.11(c) of the Code.
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/ and on Bidco's
website at https://investors.cmacgm-group.com/home 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.
In accordance with Rule 30.3 of the Code, Wincanton Shareholders, persons with
information rights and participants in the Wincanton Share Plans may request a
hard copy of this Announcement by contacting Equiniti during business hours on
+44 (0)371 384 2050 or by submitting a request in writing to Equiniti at
Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom.
Calls outside the United Kingdom will be charged at the applicable
international rate. The helpline is open between 8.30 a.m. to 5.30 p.m.
(London time), Monday to Friday, excluding public holidays in England and
Wales. Please note that Equiniti cannot provide any financial, legal or tax
advice and calls may be recorded and monitored for security and training
purposes. Wincanton Shareholders may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form. If a Wincanton Shareholder has
received this Announcement in electronic form, hard copies of this
Announcement and any document or information incorporated by reference into
this Announcement will not be provided unless such a request is made.
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.
Rule 2.9 of the Code
For the purposes of Rule 2.9 of the Code, Wincanton confirms that, as at the
Announcement Date, it had in issue 124,543,670 ordinary shares of 10
pence each (excluding shares held in treasury). The ISIN for the ordinary
shares is GB0030329360.
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE OFFER
Part A: Conditions to the Scheme and 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. (London time) on the Long Stop Date.
Scheme Conditions
2. The Scheme will be subject to the following Conditions:
(a) (i) its approval by a majority in number representing not less than 75 per cent. in value of Scheme Shares held by Wincanton Shareholders who are on the register of members of Wincanton (or the relevant class or classes thereof) at the Scheme Voting Record Time, present and voting (and entitled to vote), whether in person or by proxy, at the Court Meeting and at any separate class meeting which may be required (or, in either case, any adjournment thereof); and (ii) such Court Meeting (and any separate class meeting which may be required) 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 as may be agreed between Bidco and Wincanton with the consent of the Panel (and, if required, that the Court may allow));
(b) (i) the Resolution(s) required to implement the Scheme (including the adoption of the Amended Wincanton Articles) being duly passed by Wincanton Shareholders at the General Meeting (or any adjournment thereof); and (ii) such General 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 as may be agreed between Bidco and Wincanton with the consent of the Panel (and, if required, that the Court may allow)); and
(c) (i) the sanction of the Scheme by the Court (with or without modification (but subject to such modification being acceptable to Bidco and Wincanton)) 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 as may be agreed between Bidco and Wincanton with the consent of the Panel (and, if required, that the Court may allow)).
General Conditions
3. In addition, subject as stated in Part B below and to the requirements of the Panel, the Acquisition will be conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme Effective will not be taken unless such Conditions (as amended, if appropriate) have been satisfied or, where relevant, waived:
Antitrust and Regulatory
CMA Approval
(a) one of the following has occurred:
1. the CMA having indicated in writing in a response to a briefing paper that it has no further questions at that stage in relation to the Acquisition (or words to that effect); and as at the date on which all other Conditions are satisfied or waived, the CMA has not:
(A) subsequently requested further information in relation to the Acquisition or submission of a merger notice;
(B) given notice to either party that it is commencing a Phase I investigation;
(C) indicated that the statutory review period in which the CMA has to decide whether to make a reference under section 34ZA Enterprise Act 2002 has begun; or
(D) requested documents or attendance by witnesses under section 109 of the Enterprise Act 2002 which may indicate that it intends to commence the aforementioned statutory review period in respect of the Acquisition; or
2. where the CMA has commenced an investigation following the submission of a merger notice or a briefing paper:
(A) the CMA, in accordance with section 33(1) of the Enterprise Act 2002, announcing that it has decided not to refer the Acquisition to the chair of the CMA for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013 (a "Referral"); or
(B) the CMA, in accordance with section 73(2) of the Enterprise Act 2002, formally accepting undertakings in lieu of a Referral offered by Bidco, or a modified version of them; or
(C) the period within which the CMA is required to decide whether the duty to make a Referral applies with respect to the Acquisition or any matters arising therefrom has expired without such a decision having been made;
GFSC Approval
(b) notification having been given (and not withdrawn, amended or lapsed) in writing by the GFSC that it does not object to Bidco and each other person who will become the holder of an "approved supervised role" or "vetted supervised role" (each as defined in sections 16A(1) and 16A(2), respectively, of the Guernsey Insurance Law) of Risk Underwriting (Guernsey) Limited pursuant to the Guernsey Insurance Law as a consequence of the Acquisition becoming a holder of a vetted supervised role or an approved supervised role (as applicable), in each case in accordance with sections 25 and 26, respectively, of the Guernsey Insurance Law;
CCPC Approval
(c) notification to the CCPC under Part 3 of the Irish Competition Act being duly made in respect of the Acquisition and either:
1. the CCPC informing the parties to the notification of its determination under section 21(2)(a) of the Irish Competition Act that the Acquisition may be put into effect without the CCPC specifying any condition(s); or
2. the CCPC informing the parties to the notification of its determination under section 21(2)(a) of the Irish Competition Act that the Acquisition may be put into effect subject to any condition(s) specified by the CCPC being complied with; or
3. the period specified in section 21(2) of the Irish Competition Act having elapsed without the CCPC having informed the parties of the determination it has made under section 21(2) of the Irish Competition Act;
UK National Security Clearance
(d) a notification having been made and accepted under the NSI Act and one of the following having occurred: (i) the Secretary of State confirming before the end of the review period that no further action will be taken in relation to the Acquisition; or (ii) if the Secretary of State issues a call-in notice in relation to the Acquisition, the parties receiving a final notification pursuant to section 26(1)(b) of the NSI Act containing confirmation that the Secretary of State will take no further action in relation to the call-in notice and the Acquisition under the NSI Act; or (iii) the Secretary of State making a final order pursuant to section 26(1)(a) of the NSI Act in relation to the Acquisition, save to the extent that such an order prohibits the Acquisition;
Other Third Party clearances and Authorisations
(e) the waiver (or non-exercise within any applicable time limits) by any relevant Third Party of any termination right, right of pre-emption, first refusal or similar right (which is material in the context of the Wider Wincanton 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 or management of, Wincanton by Bidco or any member of the Wider Bidco Group;
(f) other than in relation to the matters referred to in Conditions 3(a) to 3(d) (inclusive) above, all notifications, filings or applications which are necessary having been made in connection with the Acquisition and all relevant waiting and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with, in each case, in respect of the Acquisition or the acquisition by any member of the Wider Bidco Group of any shares or other securities in, or control of, Wincanton or any other member of the Wider Wincanton Group, where the consequence of a failure to make such a notification, filing or application or to wait for the expiry, lapse, or termination of any such waiting or other time period would be unlawful in any jurisdiction;
(g) other than in relation to the matters referred to in Conditions 3(a) to 3(d) (inclusive) above, (i) all Authorisations deemed reasonably necessary by Bidco in any jurisdiction for or in respect of the Acquisition (including, without limitation, its implementation and financing) and, except pursuant to Chapter 3 of Part 28 of the Companies Act, the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, Wincanton or any other member of the Wider Wincanton Group by any member of the Wider Bidco Group having been obtained from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Wincanton Group or the Wider Bidco Group has entered into contractual arrangements and (ii) all Authorisations necessary, appropriate or desirable to carry on the business of any member of the Wider Wincanton Group in any jurisdiction which are material in the context of the Wider Bidco Group or of the Wider Wincanton Group taken as a whole having been obtained and, in each case, all such Authorisations remaining in full force and effect and all filings necessary for such purpose having been made and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations at the time at which the Acquisition becomes otherwise unconditional;
(h) other than in relation to the matters referred to in Conditions 3(a) to 3(d) (inclusive) above, no Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice or having taken any other steps (and in each case, not having withdrawn the same) which would reasonably be expected to:
1. require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider Bidco Group or by any member of the Wider Wincanton 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 businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof) which, in any such case, is material in the context of the Wider Bidco Group or of the Wider Wincanton Group taken as a whole;
2. except pursuant to Chapter 3 of Part 28 of the Companies Act, require any member of the Wider Bidco Group or the Wider Wincanton Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Wincanton Group or any asset owned by any Third Party (other than in the implementation of the Acquisition) which is material in the context of the Wider Wincanton Group or Wider Bidco Group taken as a whole;
3. impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Bidco Group directly or indirectly to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in Wincanton or on the ability of any member of the Wider Wincanton Group or any member of the Wider Bidco Group directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Wider Wincanton Group to an extent which is material in the context of the Wider Wincanton Group taken as a whole;
4. except as Disclosed, otherwise adversely affect any or all of the business, assets, profits or prospects of any member of the Wider Wincanton Group or any member of the Wider Bidco Group to an extent which is material in the context of the Wider Bidco Group or of the Wider Wincanton Group in either case taken as a whole;
5. result in any member of the Wider Wincanton Group or any member of the Wider Bidco Group ceasing to be able to carry on business under any name under which it presently carries on business to an extent which is or would be material in the context of the Wider Wincanton Group or the Wider Bidco Group taken as a whole;
6. make the Acquisition, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Wincanton by any member of the Wider Bidco Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly materially prevent or prohibit, restrict, restrain, or delay to a material extent or otherwise materially interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge, impede or interfere with the Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Wincanton by any member of the Wider Bidco Group;
7. require, prevent or materially delay a divestiture by any member of the Wider Bidco Group of any shares or other securities (or the equivalent) in any member of the Wider Wincanton Group; or
8. impose any limitation on the ability of any member of the Wider Bidco Group or any member of the Wider Wincanton Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider Bidco Group and/or the Wider Wincanton Group which is adverse to and material in the context of the Wider Bidco Group or of the Wider Wincanton Group in either case taken as a whole,
and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could decide to take, institute,
implement or threaten any such action, proceeding, suit, investigation,
enquiry or reference or take any other step under the laws of any jurisdiction
in respect of the Acquisition or the acquisition or proposed acquisition of
any Wincanton Shares or otherwise intervene having expired, lapsed or been
terminated;
Certain matters arising as a result of any arrangement, agreement, etc.
(i) except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider Wincanton Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject or any event or circumstance which, as a consequence of the Acquisition or the acquisition or the proposed acquisition by any member of the Wider Bidco Group of any shares or other securities (or the equivalent) in Wincanton or because of a change in the control or management of any member of the Wider Wincanton Group or otherwise, might reasonably be expect to result in any of the following to an extent which is material and adverse in the context of the Wider Wincanton Group, or the Wider Bidco Group, in either case taken as a whole:
1. any monies borrowed by, or any other indebtedness, actual or contingent, of, or any grant available to, any member of the Wider Wincanton Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their 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;
2. 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 member of the Wider Wincanton Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable, other than in the ordinary course of business;
3. any liability of any member of the Wider Wincanton Group to make any severance, termination, bonus or other payment to any of its directors or officers, other than in the ordinary course of business;
4. the rights, liabilities, obligations, interests or business of any member of the Wider Wincanton Group or any member of the Wider Bidco Group under any such arrangement, agreement, lease, licence, franchise, permit or other instrument or the interests or business of any member of the Wider Wincanton Group or any member of the Wider Bidco Group in or with any other person or body or firm or company (or any agreement or arrangement relating to any such interests or business) being terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken or arising thereunder;
5. any member of the Wider Wincanton Group ceasing to be able to carry on business under any name under which it presently carries on business to an extent which is material in the context of the Wider Wincanton Group taken as a whole;
6. the value of, or the financial or trading position or prospects of, any member of the Wider Wincanton Group being adversely affected; or
7. the creation or acceleration of any liability (actual or contingent) by any member of the Wider Wincanton Group other than trade creditors or other liabilities incurred in the ordinary course of business or in connection with the Acquisition,
and no event having occurred which, under any provision of any arrangement,
agreement, licence, permit, franchise, lease or other instrument to which any
member of the Wider Wincanton Group is a party or by or to which any such
member or any of its assets are bound, entitled or subject, would reasonably
be expected to result in any of the events or circumstances as are referred to
in Conditions 3(j) to 3(k);
Certain events occurring since 31 March 2023
(j) except as Disclosed, no member of the Wider Wincanton Group having since 31 March 2023:
1. except for shares issued under or pursuant to or in connection with the exercise of options and the vesting of awards under the Wincanton Share Plans and save as between Wincanton and wholly-owned subsidiaries of Wincanton, issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Wincanton Shares out of treasury;
2. 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) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any member of the Wider Wincanton Group to another member of the Wider Wincanton Group;
3. other than pursuant to the Acquisition (and except for transactions between Wincanton and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Wincanton and transactions in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any material merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings otherwise than in the ordinary course of business;
4. (except for transactions between members of the Wider Wincanton Group) disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised, proposed or announced any intention to do so, in each case other than in the ordinary course of business and to an extent which is material in the context of the Wider Wincanton Group taken as a whole;
5. (except for transactions between members of the Wider Wincanton Group) issued, authorised or proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or incurred or increased any indebtedness, in each case other than in the ordinary course of business and to an extent which is or would be material in the context of the Wider Wincanton Group taken as a whole;
6. entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) except in the ordinary course of business which is of a long-term, unusual or onerous nature or magnitude or which is or which involves or could reasonably be expected to involve an obligation of a nature or magnitude, in each case to an extent which is material in the context of the Wider Wincanton Group taken as a whole;
7. entered into any contract, transaction or arrangement which would be restrictive on the business of any member of the Wider Wincanton Group or the Wider Bidco Group other than of a nature and extent which is normal in the context of the business concerned;
8. entered into or varied in a material way the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of, any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the Wider Wincanton Group, save for salary increases, bonuses or variations of terms in the ordinary course or as contemplated in the Co-operation Agreement;
9. proposed, agreed to provide or modified the terms of any of the Wincanton Share Plans to the extent which is material in the context of the Wider Wincanton Group taken as a whole, other than as contemplated in the Co-operation Agreement;
10. proposed, agreed to provide or modified the terms of any other share option scheme, incentive scheme or other benefit constituting a material change relating to the employment or termination of employment of a material category of persons employed by the Wider Wincanton Group or which constitutes a material change to the terms or conditions of employment of any senior employee of the Wider Wincanton Group, save as agreed by the Panel (if required) and by Bidco, or entered into or changed the terms of any contract with any director or senior executive, other than as contemplated in the Co-operation Agreement;
11. purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, except in respect of the matters mentioned in sub-paragraph 3(j)(1) above, made any other change to any part of its share capital, in each case, to the extent which is material in the context of the Wider Wincanton Group taken as a whole;
12. (except in the ordinary course of business) waived, compromised or settled any claim which is material in the context of the Wider Wincanton Group taken as a whole;
13. terminated or varied the terms of any agreement or arrangement between any member of the Wider Wincanton Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the Wider Wincanton Group taken as a whole;
14. (except as disclosed on publicly available registers) made any material alteration to its memorandum or articles of association or other incorporation documents;
15. except in relation to changes made or agreed as a result of, or arising from, changes to legislation, made or agreed or consented to any change to:
(A) the terms of the trust deeds and rules constituting the pension scheme(s) established by any member of the Wider Wincanton 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, made, agreed or consented to,
in each case, to the extent which is material in the context of the Wider
Wincanton Group taken as a whole;
16. been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, 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;
17. (other than in respect of a member of the Wider Wincanton Group which is dormant and was solvent at the relevant time) taken or proposed any steps or corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed, to the extent which is material in the context of the Wider Wincanton Group taken as a whole;
18. entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities, which is material in the context of the Wider Wincanton Group taken as a whole;
19. on or after the Announcement Date and other than with the consent of Wincanton and (if required) the Panel, having taken (or agreed or proposed to take) any action which requires or would require, the approval of Wincanton Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Code; or
20. entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition 3(j);
No material adverse change, litigation, regulatory enquiry or similar
(k) except as Disclosed, since 31 March 2023:
1. there having been no adverse change, and no circumstance having arisen which would or might be expected to result in any adverse change, in the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider Wincanton Group which is material in the context of the Wider Wincanton Group taken as a whole;
2. no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against or in respect of, any member of the Wider Wincanton Group or to which any member of the Wider Wincanton Group is or may become a party (whether as claimant, defendant or otherwise), in each case which has had or might reasonably be expected to have a material adverse effect on the Wider Wincanton Group taken as a whole;
3. no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Wincanton Group having been threatened, announced or instituted or remaining outstanding by, against or in respect of any member of the Wider Wincanton Group, in each case which has had or might reasonably be expected to have a material adverse effect on the Wider Wincanton Group taken as a whole;
4. no contingent or other liability of any member of the Wider Wincanton Group having arisen or become apparent to Bidco or increased which has had or might reasonably be expected to have a material adverse effect on the Wider Wincanton Group taken as a whole;
5. no member of the Wider Wincanton Group having conducted its business in breach of any applicable laws and regulations and which is material in the context of the Wider Wincanton Group as a whole; and
6. no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Wincanton Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which has had, or might reasonably be expected to have, a material adverse effect on the Wider Wincanton Group taken as a whole;
No discovery of certain matters
(l) except as Disclosed, Bidco not having discovered:
1. that any financial, business or other information concerning the Wider Wincanton Group publicly announced prior to the Announcement Date by or on behalf of any member of the Wider Wincanton Group prior to the Announcement Date is materially misleading, contains a material misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading and which was not subsequently corrected before the Announcement Date either publicly or otherwise to Bidco or its professional advisers, in any such case to an extent which is material in the context of the Wider Wincanton Group taken as a whole;
2. that any member of the Wider Wincanton Group or any partnership, company or other entity in which any member of the Wider Wincanton Group has a significant economic interest and which is not a subsidiary undertaking of Wincanton is, otherwise than in the ordinary course of business, subject to any liability, contingent or otherwise, which is material in the context of the Wider Wincanton Group taken as a whole;
3. any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider Wincanton Group and which is material in the context of the Wider Wincanton Group taken as a whole;
4. that any past or present member of the Wider Wincanton Group has not complied in any material respect with all applicable legislation or regulation, 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 the environment 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 would be likely to give rise to any liability (actual or contingent) or cost on the part of any member of the Wider Wincanton Group and which is material in the context of the Wider Wincanton Group taken as a whole;
5. that there is, or is likely to be, for any reason whatsoever, any liability (actual or contingent) of any past or present member of the Wider Wincanton Group to make good, remediate, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the Wider Wincanton Group (or on its behalf) or by any person for which a member of the Wider Wincanton 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, under any environmental legislation, common law, regulation, notice, circular, Authorisation or order of any Third Party and which is material in the context of the Wider Wincanton Group taken as a whole or in the context of the Acquisition; or
6. that circumstances exist (whether as a result of announcing or completing 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 Wincanton 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 Wincanton Group (or on its behalf) or by any person for which a member of the Wider Wincanton 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 Wider Wincanton Group taken as a whole; and
Anti-corruption, sanctions and criminal property
(m) except as Disclosed, Bidco not having discovered that:
1. (A) any past or present member, director, officer or employee of the Wider Wincanton 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 applicable law, rule, or regulation concerning improper payments or kickbacks or (B) any person that performs or has performed services for or on behalf of the Wider Wincanton 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 or anti-bribery law, rule or regulation or any other applicable law, rule, or regulation concerning improper payments or kickbacks;
2. any asset of any member of the Wider Wincanton 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 Wincanton Group is found to have engaged in activities constituting money laundering under any applicable law, rule or regulation concerning money laundering;
3. any past or present member, director, officer or employee of the Wider Wincanton 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, 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 United States Office of Foreign Assets Control or HM Treasury; or
(B) any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the United Kingdom, the European Union or any of its member states, save that this shall not apply if and to the extent that it is or would be unenforceable by reason of breach of any applicable blocking law;
4. any past or present member, director, officer or employee of the Wider Wincanton 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 United States Department of Commerce or the International Traffic in Arms Regulations administered and enforced by the United States 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
(D) 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
5. any member of the Wider Wincanton 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 Wincanton, including but not limited to the economic sanctions of the United States Office of Foreign Assets Control, HM Treasury or any other relevant government authority.
Part B: Certain further terms of the Acquisition
1. Subject to the requirements of the Panel, Bidco reserves the right in its sole discretion to waive, in whole or in part, all or any of the Conditions set out in Part A of Appendix 1, except Conditions 1, 2(a)(i), 2(b)(i) and 2(c)(i) which cannot be waived. If any of Conditions 2(a)(ii), 2(b)(ii) or 2(c)(ii) is not satisfied by the relevant deadline specified in the relevant Condition, Bidco will make an announcement by 8.00 a.m. (London time) on the Business Day following such deadline confirming whether it has invoked the relevant Condition, waived the relevant deadlines or agreed with Wincanton to extend the relevant deadline.
2. Without prejudice to the provision of the Co-operation Agreement, Bidco will be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of the Conditions set out in paragraphs 3(a) to 3(d) of Part A of this Appendix I (inclusive) by a date earlier than the latest date for the fulfilment or waiver of that Condition specified above, notwithstanding that the other Conditions 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.
3. 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 to be withdrawn unless the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Acquisition. Bidco may only invoke a Condition that is subject to Rule 13.5(a) of the Code with the consent of the Panel and any Condition that is subject to Rule 13.5(a) of the Code may be waived by Bidco. Condition 1 (subject to Rule 12 of the Code), Conditions 2(a)(i), 2(b)(i) and 2(c)(i) of Part A of this Appendix I are not subject to this provision of the Code.
4. Each of the Conditions is to be regarded as a separate Condition and shall not be limited by reference to any other Condition.
5. The Wincanton Shares acquired under the Acquisition will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights attaching thereto at the Effective Date, including, without limitation, voting rights and 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 reduction of share capital or share premium account or otherwise) made on or after the Effective Date.
6. If, on or after the Announcement Date and prior to or on the Effective Date, any dividend, distribution or other return of capital is declared, paid or made or becomes payable by Wincanton with a record date prior to or on the Effective Date, (without prejudice to any right of Bidco, with the consent of the Panel, to invoke the Condition set out in paragraph 3(j)(2) of Part A of this Appendix I) the consideration payable under the Acquisition will be automatically reduced to reflect the aggregate amount of such dividend, distribution or other return of capital. In such circumstances, Wincanton Shareholders would be entitled to receive and retain any such dividend, distribution or other return of capital declared, made or paid.
If and to the extent that any such dividend, distribution or other return of
capital is paid or made on or prior to the Effective Date and the
consideration payable under the Acquisition is automatically reduced, any
reference in this Announcement to the consideration payable under the terms of
the Acquisition will be deemed to be a reference to the consideration as so
reduced.
If and to the extent that any such dividend, distribution or other return of
capital has been declared or announced but not paid or made or is not payable
by reference to a record date on or prior to the Effective Date or the shares
on which the dividend, distribution or other return of capital is declared or
announced will be (i) transferred pursuant to the Acquisition on a basis which
entitles Bidco to receive the dividend, distribution or other return of
capital and to retain it; or (ii) cancelled, the consideration payable under
the terms of the Acquisition will not be subject to change in accordance with
this paragraph 6.
Any automatic reduction of the consideration payable under the Acquisition
pursuant to this paragraph 6 will be the subject of an announcement and,
for the avoidance of doubt, shall not be regarded as constituting any revision
or variation of the Acquisition.
7. 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 a Takeover Offer for the Wincanton Shares as an alternative to the Scheme. In such event, the Takeover Offer will be implemented on the same terms and conditions, so far as applicable, and subject to the terms of the Co-operation Agreement, as those which would apply to the Scheme, subject to appropriate amendments including, an acceptance condition set at 75 per cent. of the Wincanton Shares to which such Takeover Offer relates (or such lesser percentage, being more than 50 per cent. of Wincanton Shares carrying voting rights, as Bidco may decide with the consent of Wincanton and the Panel may permit, and subject to the terms of the Co-operation Agreement). Further, if such Takeover Offer becomes or is declared unconditional and sufficient acceptances in respect of such Takeover Offer are received and/or sufficient Wincanton Shares are otherwise acquired, it is the intention of Bidco to apply the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily any outstanding Wincanton Shares to which such Takeover Offer relates.
8. If Bidco is required by the Panel to make an offer for Wincanton Shares under the provisions of Rule 9 of the Code, Bidco may make such alterations to any of the Conditions and terms of the Acquisition as are necessary to comply with the provisions of that Rule.
9. The availability of the Acquisition to persons 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 about and observe any applicable requirements.
10. The Acquisition is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of 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 jurisdiction where to do so would violate the laws of that jurisdiction.
11. The Acquisition is governed by the laws of England and Wales and is subject to the jurisdiction of the English courts and to the Conditions and further terms set out in this Appendix I. The Acquisition is subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the Financial Conduct Authority, the Listing Rules and the Registrar of Companies.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this Announcement, unless otherwise stated or the context otherwise
requires, the following sources and bases have been used:
1. Any references to the issued and to be issued share capital of Wincanton are based on:
(a) 124,543,670 Wincanton Shares in issue on 18 January 2024 (being the Latest Practicable Date); plus
(b) 1,429,370 Wincanton Shares which are expected to be issued following the exercise and/or vesting of Wincanton Share Awards assuming the Scheme becomes Effective prior to the Long Stop Date net of shares held in the Wincanton Employee Benefit Trust and as further described in paragraph 3 of Schedule 2 to the Co-Operation Agreement;
2. the value of the Acquisition of £566.9 million is based on the Acquisition Price of 450 pence per Wincanton Share and is calculated on the basis of the issued and to be issued share capital of Wincanton (as set out in paragraph 1 of this Appendix II);
3. the enterprise value of £764.9 million (on an IFRS 16 basis) is calculated by reference to the value of the Acquisition set out in paragraph 2 of this Appendix II, less cash of £20.6 million as at 30 September 2023, plus gross debt of £5 million and lease liabilities of £213.6 million as at 30 September 2023;
4. the implied enterprise value multiple of approximately 11.7 times underlying EBIT (on an IFRS 16 basis) is calculated by reference to the enterprise value set out in paragraph 3 of this Appendix II, divided by Wincanton's underlying EBIT for the 12-month period ended on 30 September 2023 of £65.2 million (on an IFRS 16 basis);
5. the implied enterprise value multiple of approximately 6.8 times underlying EBITDA (on an IFRS 16 basis) is calculated by reference to the enterprise value set out in paragraph 3 of this Appendix II, divided by Wincanton's underlying EBITDA for the 12-month period ended on 30 September 2023 of £112.9 million (on an IFRS 16 basis);
6. unless otherwise stated, financial information relating to Wincanton has been extracted without material adjustment from the audited consolidated financial statements of Wincanton for the financial year ended on 31 March 2023 and from the announcement of Wincanton's half year results for the six-month period ended on 30 September 2023;
7. unless otherwise stated, all prices for Wincanton Shares are the Closing Price for the relevant date; and
8. the Closing Prices are the closing middle market prices of a Wincanton Share on a particular trading day as derived from Bloomberg data for the purpose of calculations of the volume-weighted average price.
APPENDIX III
DETAILS OF IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT
Irrevocable undertakings given by Wincanton Directors
Name of Wincanton Director / family member / related trust Number of Wincanton Shares in respect of which undertaking is given Percentage of Wincanton's issued share capital (%)
Sir Martin Read CBE 58,016 0.05
James Wroath 33,464 0.03
Deborah Lentz 10,022 0.01
John Pattullo OBE 8,000 0.01
Gillian Barr 8,000 0.01
Anthony Bickerstaff 8,000 0.01
Mihiri Jayaweera 8,000 0.01
Thomas Hinton 716 0.00
These Wincanton Directors have given irrevocable undertakings to vote (or to
procure the vote) in favour of the Scheme at the Court Meeting and the
Resolution(s) to be proposed at the General Meeting or, in the event the
Acquisition is to be effected by way of a Takeover Offer, to accept (or
procure the acceptance of) such Takeover Offer in accordance with the
procedure set out in the relevant offer document containing such Takeover
Offer.
These irrevocable undertakings cease to be binding: (i) if Bidco announces,
with the consent of the Panel, that it does not intend to make or proceed with
the Acquisition, unless Bidco has announced a valid and binding election to
implement the Acquisition by way of a Takeover Offer and Bidco goes on to
announce a Takeover Offer in accordance with Rule 2.7 of the Code within five
Business Days of such announcement; (ii) if the Scheme lapses or is withdrawn,
unless Bidco has announced a valid and binding election to implement the
Acquisition by way of a Takeover Offer and Bidco goes on to announce a
Takeover Offer in accordance with Rule 2.7 of the Code within five Business
Days of such announcement; (iii) the Scheme has not become effective by 11.59
p.m. (London time) on the Long Stop Date; or (iv) on the date on which any
competing offer for the entire issued and to be issued share capital of
Wincanton is declared wholly unconditional or, if proceeding by way of scheme
of arrangement under Part 26 or Part 26A of the Companies Act, becomes
effective.
Letters of intent given by Wincanton Shareholders
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 (%)
Schroder Investment Management Limited 5,522,188 4.43
Polar Capital LLP 3,161,043 2.54
Bidco has received letters of intent from the above named Wincanton
Shareholders stating their intention to vote (or to procure the vote) in
favour of the Scheme at the Court Meeting and the Resolution(s) to be proposed
at the General Meeting or, in the event the Acquisition is effected by way of
a Takeover Offer, to accept (or procure the acceptance of) the Takeover Offer
in accordance with the procedure set out in the relevant offer document
containing such Takeover Offer.
The letters of intent are non-binding and do not oblige the relevant Wincanton
Shareholder to vote in any manner in connection with the Acquisition.
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context requires otherwise:
"2018 LTIP" the Wincanton 2018 Long Term Incentive Plan, as amended from time to time;
"2020 LTIP" the Wincanton 2020 Long Term Incentive Plan, as amended from time to time;
"2023 LTIP" the Wincanton 2023 Long Term Incentive Plan, as amended from time to time;
"Acquisition" the recommended acquisition being made by Bidco to acquire the entire issued,
and to be issued, share capital of Wincanton at the Acquisition Price in cash
to be effected by means of the Scheme or (should Bidco so elect, subject to
the consent of the Panel) by means of a Takeover Offer and, in either case,
where the context admits, any subsequent variation, revision, extension or
renewal thereof;
"Acquisition Price" 450 pence per Wincanton Share;
"Amended Wincanton Articles" the articles of association of Wincanton as at the Announcement Date, as
amended to incorporate provisions requiring, among other things, any Wincanton
Shares issued after the Scheme Record Time (other than to Bidco and/or its
nominees) to be automatically transferred to Bidco on the same terms as the
Acquisition (other than to timings and formalities), such proposed amendments
to be set out in full in the notice of the General Meeting;
"Announcement" this announcement made in accordance with Rule 2.7 of the Code;
"Announcement Date" 19 January 2024;
"Authorisations" authorisations, orders, recognitions, grants, consents, clearances,
determinations, confirmations, certificates, licences, permissions, exemptions
or approvals, in each case of a Third Party;
"Awards" the Wincanton Share Awards granted under the LTIP and the DSBP;
"Bidco" CEVA Logistics UK Rose Limited;
"Board" the board of directors of the relevant company;
"Business Day" a day (other than Saturdays, Sundays and public holidays in England) on which
banks are open for business in the City of London;
"Cash Consideration" the Acquisition Price payable in cash by Bidco under the Acquisition in
respect of each Wincanton Share, as may be adjusted in accordance with the
terms of the Acquisition as set out in this Announcement;
"CCPC" the Irish Competition and Consumer Protection Commission;
"CEVA" CEVA Logistics S.A.;
"CEVA Group" CEVA and its subsidiary undertakings and, where the context permits, each of
them and "member of the CEVA Group" shall be construed accordingly;
"Closing Price" the closing middle market price of a Wincanton Share on a particular trading
day as derived from the Daily Official List;
"CMA" the UK Competition and Market Authority;
"CMA CGM" CMA CGM S.A.;
"CMA CGM Group" CMA CGM and its subsidiary undertakings and, where the context permits, each
of them and "member of the CMA CGM Group" shall be construed accordingly;
"Code" the City Code on Takeovers and Mergers;
"Combined Group" the enlarged group comprising the Wider Wincanton Group and the Wider Bidco
Group following completion of the Acquisition;
"Companies Act" the Companies Act 2006, as amended;
"Conditions" the conditions to the implementation of the Acquisition, as set out in
Appendix I to this Announcement and to be set out in the Scheme Document;
"Confidentiality Agreement" the confidentiality agreement entered into between Wincanton and CMA CGM on 13
December 2023;
"Co-operation Agreement" the co-operation agreement entered into between Wincanton and Bidco on the
Announcement Date;
"Court" the High Court of Justice in England and Wales;
"Court Hearing" the hearing of the Court to sanction the Scheme under section 899 of the
Companies Act and, if such hearing is adjourned, reference to commencement of
any such hearing shall mean the commencement of the final adjournment thereof;
"Court Meeting" the meeting or meetings of Scheme Shareholders to be convened pursuant to an
order of the Court under section 896 of the Companies Act for the purpose of
considering and, if thought fit, approving the Scheme (with or without
amendment), including any adjournment thereof, notice of which is to 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 system for the paperless settlement of trades in securities and the
holding of uncertificated securities operated by Euroclear UK and
International Limited;
"Daily Official List" the Daily Official List published by the London Stock Exchange;
"Dealing Disclosure" has the same meaning as in Rule 8 of the Code;
"Disclosed" the information disclosed by, or on behalf, of Wincanton: (i) in the annual
report and accounts of the Wincanton Group for the financial year ended 31
March 2023; (ii) in any other announcement to a Regulatory Information Service
by, or on behalf of, Wincanton prior to the Announcement Date; (iii) filings
made with the Registrar of Companies and appearing on Wincanton's file at
Companies House within the two years ending on the Announcement Date; (iv) as
otherwise fairly disclosed in the written replies, correspondence,
documentation and information provided prior to the Announcement Date to CMA
CGM, Bidco (or their advisers engaged in connection with the Acquisition) by
or on behalf of Wincanton (or its advisers engaged in connection with the
Acquisition); (v) orally in meetings and calls by Wincanton management prior
to the date of this Announcement to Bidco or Bidco's advisers (in their
capacity as such); or (vi) in this Announcement;
"Disclosure Guidance and Transparency Rules" the Disclosure Guidance and Transparency Rules sourcebook issued by the FCA
(as amended from time to time);
"DSBP" the Wincanton Deferred Share Bonus Plan;
"EBIT" earnings before interest and tax;
"EBITDA" earnings before interest, tax, depreciation and amortisation;
"Effective" (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 a Takeover Offer, the Takeover Offer having been
declared, or become, wholly unconditional in accordance with the requirements
of the Code;
"Effective Date" the date on which the Scheme becomes Effective;
"Excluded Shares" any Wincanton Shares (i) registered in the name of, or beneficially owned by,
Bidco or any other member of the Wider Bidco Group or their respective
nominees or (ii) held in treasury by Wincanton, in each case at the Scheme
Record Time;
"FSMA" the Financial Services and Markets Act 2000, as amended;
"FY24 Wincanton Profit Forecast" has the meaning given to it in paragraph 12 of this Announcement;
"General Meeting" the general meeting of Wincanton Shareholders to be convened in connection
with the Scheme to consider and, if thought fit, approve the Resolution(s)
(with or without amendment) including any adjournment, postponement or
reconvening thereof;
"GFSC" the Guernsey Financial Services Commission;
"Guernsey Insurance Law" the Insurance Business (Bailiwick of Guernsey) Law, 2002;
"Irish Competition Act" the Irish Competition Act 2002 (as amended);
"Latest Practicable Date" 18 January 2024, the last Business Day prior to the Announcement Date;
"Listing Rules" the listing rules made by the Financial Conduct Authority under Part 6 of
FSMA, as amended from time to time;
"London Stock Exchange" London Stock Exchange plc;
"Long Stop Date" 19 January 2025 (or such later date (if any) as Bidco and Wincanton may agree
in writing and (if required) the Panel and the Court may approve);
"LTIP" the 2018 LTIP, the 2020 LTIP and the 2023 LTIP;
"Market Abuse Regulation" Regulation (EU) No.596/2014 of the European Parliament and of the Council of
16 April 2014 on market abuse, as applicable in the UK by virtue of section 3
of the European Union (Withdrawal) Act 2018, as amended from time to time
(including by the Market Abuse (Amendment) (EU Exit) Regulations 2019 (SI
2019/310));
"Meetings" the Court Meeting and the General Meeting and "Meeting" means either of them;
"NSI Act" the UK National Security and Investment Act 2021, together with all associated
secondary legislation and regulatory rules;
"Offer Period" the offer period (as defined in the Code) relating to Wincanton, which
commenced on the Announcement Date;
"Official List" the official list maintained by the FCA pursuant to Part 6 of FSMA;
"Opening Position Disclosure" has the same meaning as in Rule 8 of the Code;
"Overseas Shareholders" Wincanton Shareholders (or nominees of, or custodians or trustees for
Wincanton Shareholders) not resident in, or nationals or citizens of, the
United Kingdom;
"Panel" the Panel on Takeovers and Mergers;
"Pension Scheme" the Wincanton Pension Scheme;
"Referral" has the meaning given to it in paragraph 3(a)(2)(A) of Part A of Appendix I to
this Announcement;
"Registrar of Companies" the Registrar of Companies in England and Wales;
"Regulatory Information Service" a service approved by the London Stock Exchange for the distribution to the
public of announcements and included within the list maintained on the London
Stock Exchange's website;
"relevant securities" relevant securities (as defined in the Code) of Wincanton;
"Resolution(s)" the resolution(s) related to the Acquisition to be proposed at the General
Meeting to implement the Scheme including, among other things, to approve the
Scheme, adopt the Amended Wincanton Articles and such other matters as may be
necessary to implement the Scheme;
"Restricted Jurisdiction" any jurisdiction where local law or regulation may result in a significant
risk of civil, regulatory or criminal exposure if information concerning the
Acquisition is sent or made available to Wincanton Shareholders in that
jurisdiction;
"Scheme" the scheme of arrangement proposed to be made under Part 26 of the Companies
Act between Wincanton and the Scheme Shareholders, with or subject to any
modification, addition or condition approved or imposed by the Court and
agreed to by Wincanton and Bidco;
"Scheme Document" the document to be sent to Wincanton Shareholders containing, amongst other
things, the Scheme and the notices convening the Court Meeting and the General
Meeting;
"Scheme Record Time" the time and date specified in the Scheme Document;
"Scheme Shareholders" the holders of Scheme Shares;
"Scheme Shares" all Wincanton Shares:
1. in issue at the date of the Scheme Document;
2. (if any) issued after the date of the Scheme Document but before the Scheme Voting Record Time; and
3. (if any) issued at or after the Scheme Voting Record Time and at or before the Scheme Record Time on terms that the original or any subsequent holders thereof are bound by the Scheme or in respect of which such holders are, or shall have agreed in writing to be, so bound,
in each case remaining in issue at the Scheme Record Time and excluding the
Excluded Shares;
"Scheme Voting Record Time" the date and time to be specified in the Scheme Document by which entitlement
to vote at the Court Meeting will be determined;
"Significant Interest" in relation to an undertaking, a direct or indirect interest of 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) of such undertaking;
"SIP" the Wincanton Share Incentive Plan 2003;
"Takeover Offer" should the Acquisition be implemented by way of a takeover offer (as defined
in Chapter 3 of Part 28 of the Companies Act), the offer to be made by or on
behalf of Bidco to acquire the entire issued and to be issued share capital of
Wincanton and, where the context admits, any subsequent revision, variation,
extension or renewal of such offer;
"Third Party" each of a central bank, government or governmental, quasi-governmental,
supranational, statutory, regulatory, administrative, fiscal, anti-trust or
investigative body, court, trade agency, association, institution,
environmental body, employee representative body or any other body or person
whatsoever in any jurisdiction;
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US" the United States of America, its territories and possessions, any state of
the United States of America, the District of Columbia and all other areas
subject to its jurisdiction and any political sub-division thereof;
"US Exchange Act" US Securities Exchange Act of 1934, as amended;
"Wider Bidco Group" CMA CGM and its subsidiary undertakings, associated undertakings and any other
body corporate, partnership, joint venture or person in which CMA CGM and/or
such undertakings (aggregating their interests) have a Significant Interest
and "member of the Wider Bidco Group" shall be construed accordingly;
"Wider Wincanton Group" Wincanton and its subsidiary undertakings, associated undertakings and any
other body corporate, partnership, joint venture or person in which Wincanton
and/or such undertakings (aggregating their interests) have a Significant
Interest and "member of the Wider Wincanton Group" shall be construed
accordingly;
"Wincanton" Wincanton plc;
"Wincanton Directors" the directors of Wincanton;
"Wincanton Group" Wincanton and its subsidiary undertakings and, where the context permits, each
of them and "member of the Wincanton Group" shall be construed accordingly;
"Wincanton Share Award" an option or a conditional award to acquire Wincanton Shares granted pursuant
to the LTIP or the DSBP;
"Wincanton Share Plans" the LTIP, the DSBP and the SIP;
"Wincanton Shareholders" or "Shareholders" the holders of Wincanton Shares; and
"Wincanton Shares" ordinary shares of 10 pence each in the capital of Wincanton.
For the purposes of this Announcement, "subsidiary", "subsidiary undertaking"
and "undertaking" have the respective meanings given thereto by the Companies
Act and "associated undertaking" has the meaning given by paragraph 19 of
Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and
Reports) Regulations 2008, other than paragraph 19(1)(b) of Schedule 6 to
those regulations which shall be excluded for this purpose.
All reference to "underlying" results referred to in this Announcement
represent statutory measures adjusted for items which Wincanton management
considered at the time of reporting could distort the understanding of
performance and comparability year on year.
All references to "pounds", "pounds Sterling", "Sterling", "GBP", "£",
"pence", "penny" and "p" are to the lawful currency of the United Kingdom.
All references to "dollars", "USD", "US$" and "$" are to the lawful currency
of the United States of America.
All the times referred to in this Announcement are London times unless
otherwise stated. References to the singular include the plural and vice
versa.
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