REG - GXO Logistics, Inc. Wincanton PLC GXO Logistics - GXO - Announcement of GFSC approval

WincantonAnnouncement

27/03/2024 07:00

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RNS Number : 4283I  GXO Logistics, Inc.  27 March 2024

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

FOR IMMEDIATE RELEASE
27 March 2024
RECOMMENDED CASH OFFER
for
WINCANTON PLC
by
GXO LOGISTICS, INC.
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006

Announcement of GFSC approval

On 29 February 2024, the boards of directors of Wincanton plc (Wincanton) and
GXO Logistics, Inc. (GXO) made an announcement pursuant to Rule 2.7 of the
Code that they had reached agreement on the terms and conditions of a
recommended cash offer for the entire issued and to be issued ordinary share
capital of Wincanton by GXO (the Acquisition). On 6 March 2024, the boards of
directors of Wincanton and GXO confirmed the Acquisition is to be implemented
by means of a scheme of arrangement under Part 26 of the Companies Act 2006
(the Scheme).

The scheme document in respect of the Acquisition (the Scheme Document) was
published and made available to Wincanton Shareholders on 14 March 2024.

Update on GFSC regulatory approval

The Acquisition is subject to the Conditions set out in Part III of the Scheme
Document, including notification having been given (and not withdrawn, amended
or lapsed) in writing by the Guernsey Financial Services Commission (GFSC),
that it does not object to GXO 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.

GXO is pleased to announce that, on 26 March 2024, the requisite notification
of non-objection was received from the GFSC. Consequently the Condition set
out in paragraph 3.1 of Part A of Part III (Conditions to the Implementation
of the Scheme and to the Acquisition) of the Scheme Document has now been
satisfied.  Completion of the Acquisition remains subject to the satisfaction
(or, if applicable, waiver) of the remaining Conditions set out in the Scheme
Document, including the Condition set out in paragraph 3.2 of Part A of Part
III (Conditions to the Implementation of the Scheme and to the Acquisition) of
the Scheme Document, and the sanction of the Scheme by the Court at the Court
Sanction Hearing.

The expected timetable of principal events for the implementation of the
Scheme remains as set out on page 15 of the Scheme Document.

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

Enquiries

 GXO

 Matthew Schmidt (US media)                                             +1 (203) 307 2809

 Neil Shelton (Investor contact)                                        +44 (0)7929 651 023

 Chris Jordan (Investor contact)                                        + 1 (203) 769 7228
 Rothschild & Co (Lead Financial Adviser to GXO)                        +44 (0)20 7280 5000

 Neil Thwaites

 Matthew Price
 BofA Securities (Joint Financial Adviser and Corporate Broker to GXO)  +44 (0)20 7628 1000

 Geoff Iles

 Peter Luck

 Justin Anstee

 Ray Williams
 Brunswick (PR Adviser to GXO)                                          +44 (0)20 7404 5959

 Simon Sporborg

 David Litterick

 Pip Green

Freshfields Bruckhaus Deringer LLP is acting as legal adviser to GXO in
connection with the Acquisition. Wachtell Lipton Rosen & Katz is acting as
legal adviser to GXO in connection with debt finance aspects of the
Acquisition.

Important notices

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.

UBS AG London Branch ("UBS") is authorised and regulated by the Financial
Market Supervisory Authority in Switzerland. It is authorised by the
Prudential Regulation Authority and subject to regulation by the Financial
Conduct Authority and limited regulation by the Prudential Regulation
Authority in the United Kingdom. UBS is acting exclusively as financial
adviser to Wincanton and no one else in connection with the matters described
in this Announcement. In connection with such matters, UBS, 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 relation to this Announcement or any other matter referred to
herein.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorized and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for GXO and for no one else in connection with
this Announcement and will not be responsible to anyone other than GXO for
providing the protections afforded to its clients or for providing advice in
connection with the subject matter of this Announcement.

Merrill Lynch International ("BofA Securities"), a subsidiary of Bank of
America Corporation which is authorised by the Prudential Regulation Authority
and regulated by the Financial Conduct Authority and the Prudential Regulation
Authority in the United Kingdom, is acting exclusively for GXO and for no one
else in connection with the matters set out in this Announcement and will not
be responsible to anyone other than GXO for providing the protections afforded
to its clients or for providing advice in relation to the subject matter of
this Announcement or any other matters referred to in this Announcement.

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,
transfer or exchange of securities of Wincanton or such solicitation in any
jurisdiction in contravention of applicable law. The Acquisition will be made
solely by means of the Scheme Document (or, if the Acquisition is effected by
way of a Takeover Offer, the offer document) which, together with the forms of
proxy, contains the full terms and conditions of the Acquisition, including
details of how to vote in respect of the Acquisition.

This Announcement has been prepared for the purpose of complying with English
law, 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.

GXO urges Wincanton Shareholders to read the Scheme Document because it will
contains important information relating to the Acquisition. Any decision to
vote in respect of the resolutions to be proposed at the Court Meeting and the
General Meeting or other response in relation to the Acquisition 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.

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 are contained in the Scheme
Document. Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and persons involved
in the Acquisition disclaim any responsibility or liability for the violation
of such restrictions by any person.

The Acquisition relates to shares of an English company and is proposed to be
effected by means of a scheme of arrangement under the laws of England and
Wales. Neither the US proxy solicitation rules nor the tender offer rules
under the US Exchange Act apply to the Acquisition. Accordingly, the
Acquisition is subject to the disclosure requirements, rules and practices
applicable in the United Kingdom to schemes of arrangement, which differ from
the requirements of US proxy solicitation or tender offer rules. However, if
GXO 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 GXO
and no one else. In addition to any such Takeover Offer, GXO, certain
affiliated companies and the nominees or brokers (acting as agents) of GXO 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 Wincanton is 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 GXO 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.

If GXO were to elect to implement the Acquisition by means of a Takeover Offer
and it was determined that Rule 14e-5 of the US Exchange Act applied to the
Takeover Offer, then in accordance with normal UK practice and pursuant to
Rule 14e-5(b) of the US Exchange Act, GXO or its nominees, or its brokers
(acting as agents), may from time to time make certain purchases of, or
arrangements to purchase, Wincanton Shares outside the United States, other
than pursuant to the GXO proposal, before or during the period in which the
GXO proposal, if made, remains open for acceptance. Also, in such
circumstances, in accordance with Rule 14e-5(b) of the US Exchange Act,
Rothschild & Co, BofA Securities, HSBC, Deutsche Numis and UBS and their
respective affiliates may continue to act as exempt principal traders in
Wincanton securities on the London Stock Exchange. These purchases may occur
either in the open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be disclosed as
required in the United Kingdom, will be reported to a Regulatory Information
Service and will be available on the London Stock Exchange website,
www.londonstockexchange.com.

Forward-looking statements

This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by GXO contains statements which are, or may be deemed
to be, "forward-looking statements", including for the purposes of the US
Private Securities Litigation Reform Act of 1995. Forward-looking statements
are prospective in nature and are not based on historical facts, but rather on
current expectations and projections of the management of GXO about future
events, and are therefore subject to risks and uncertainties which could cause
actual results to differ materially from the future results expressed or
implied by the forward-looking statements. The forward-looking statements
contained in this Announcement include statements relating to the expected
effects of the Acquisition on GXO, the expected timing and scope of the
Acquisition and other statements other than historical facts. Often, but not
always, forward-looking statements can be identified by the use of
forward-looking words such as "plans", "expects" or "does not expect", "is
expected", "is subject to", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or statements that certain actions,
events or results "may", "could", "should", "would", "might" or "will" be
taken, occur or be achieved. 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 GXO'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
GXO's or the Wincanton Group's business. Although GXO believes that the
expectations reflected in such forward-looking statements are reasonable, GXO
can give no assurance that such expectations will prove to be correct. By
their nature, forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur in the
future. There are a number of factors that could cause actual results and
developments to differ materially from those expressed or implied by such
forward-looking statements. These factors include, but are not limited to, the
satisfaction of the Conditions and the risks discussed in GXO's filings with
the SEC, as well as additional factors, such as: economic conditions
generally; supply chain challenges, including labour shortages; competition
and pricing pressures; GXO and/or Wincanton's ability to align GXO and/or
Wincanton's investments in capital assets, including equipment, service
centres and warehouses, to their respective customers' demands; GXO and/or
Wincanton's ability to successfully integrate and realise anticipated
benefits, synergies, cost savings and profit improvement opportunities with
respect to acquired companies, including the Acquisition; acquisitions may be
unsuccessful or result in other risks or developments that adversely affect
GXO and/or Wincanton's financial condition and results; GXO and/or Wincanton's
ability to develop and implement suitable information technology systems and
prevent failures in or breaches of such systems; GXO and/or Wincanton's
ability to raise debt and equity capital; litigation; labour matters,
including GXO and/or Wincanton's ability to manage its subcontractors, and
risks associated with labour disputes at GXO and/or Wincanton's customers and
efforts by labour organizations to organize its employees; risks associated
with defined benefit plans for GXO and/or Wincanton's current and former
employees; fluctuations in currency exchange rates; fluctuations in fixed and
floating interest rates; fluctuations in customer confidence and spending;
issues related to GXO and/or Wincanton's intellectual property rights;
governmental regulation, including trade compliance laws, as well as changes
in international trade policies and tax regimes; natural disasters, terrorist
attacks or similar incidents; a material disruption of GXO and/or Wincanton's
operations; the inability to achieve the level of revenue growth, cash
generation, cost savings, improvement in profitability and margins, fiscal
discipline, or strengthening of competitiveness and operations anticipated or
targeted; the impact of potential cyber-attacks and information technology or
data security breaches; and the inability to implement technology initiatives
or business systems successfully. Other unknown or unpredictable factors could
cause actual results to differ materially from those in the forward-looking
statements. Such forward-looking statements should therefore be construed in
the light of such factors. Neither GXO nor any of their respective associates
or directors, officers or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in any
forward-looking statements in this Announcement will actually occur. You are
cautioned not to place undue reliance on these forward-looking statements.
Other than in accordance with their legal or regulatory obligations (including
under the UK Listing Rules and the Disclosure and Transparency Rules of the
FCA), GXO is not under any obligation, and GXO expressly disclaims any
intention or obligation, to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.

No profit forecasts, profit estimates or quantified benefits statements

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 offeror(s), save to the extent that
these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 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, (about%3Ablank) 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 GXO 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

A copy of this Announcement and the documents required to be published
pursuant to Rule 26 of the Code will be available free of charge, subject to
certain restrictions relating to persons resident in Restricted Jurisdictions,
on Wincanton's website at https://www.Wincanton.co.uk/investors/
(https://www.Wincanton.co.uk/investors/) and on GXO's website.

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.

 

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