REG - GXO Logistics, Inc. Wincanton PLC GXO Logistics - GXO - CASH OFFER FOR WINCANTON PLC
29/02/2024 08:45
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RNS Number : 9549E GXO Logistics, Inc. 29 February 2024
OFFER FOR WINCANTON PLC
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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 ASSIMILATED
REGULATION (EU) 596 / 2014 AS IT FORMS PART OF THE LAW OF THE UNITED KINGDOM
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
29 February 2024
CASH OFFER
FOR
WINCANTON PLC
BY
GXO LOGISTICS, INC.
Summary
· The Board of GXO Logistics, Inc. ("GXO") is pleased to
announce a cash offer for Wincanton Plc ("Wincanton") to be made by GXO.
· Under the terms of the Offer, which will be subject to
the Conditions and further terms set out in Appendix 1 to this Announcement
and to the full terms and conditions which will be set out in the Offer
Document, Wincanton Shareholders will receive:
for each Wincanton Share
held 605
pence in cash
· The Acquisition Price values the entire existing issued
and to be issued share capital of Wincanton at approximately £762 million on
a fully diluted basis and values Wincanton at approximately £764 million on
an enterprise value basis.
· The Acquisition Price implies an enterprise value multiple of
approximately 7.0 times Wincanton's underlying EBITDA (IAS 17 basis) when
factoring in full annual net run-rate synergies of £45 million (pre-tax) and
11.9 times pre-synergies (in each case for the twelve-month period ended on 30
September 2023).
· The Acquisition Price represents a premium of
approximately:
· 26 per cent. to the increased and final offer price per Wincanton
Share of 480 pence from CEVA which was announced on 26 February 2024; and
· 104 per cent. to the Closing Price per Wincanton Share of 297 pence
on 18 January 2024, being the last Business Day before the commencement of the
Offer Period.
· The Acquisition provides Wincanton Shareholders with
superior value to the CEVA Final Offer, as the Acquisition Price represents an
increase of 125 pence per Wincanton Share and, in aggregate, approximately
£157 million in the total offer value on a fully diluted basis, compared with
the terms of the CEVA Final Offer. Accordingly, GXO expects that the Wincanton
Board will recommend the Acquisition in due course.
· GXO has received irrevocable undertakings to accept
(or procure the acceptance of) the Offer (and, if the Acquisition is
subsequently structured as a Scheme, 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 Wincanton General Meeting) in respect of 34,616,239 Wincanton Shares,
representing approximately 27.8 per cent of the existing issued share capital
of Wincanton as at the Latest Practicable Date.
· If any dividend and/or other distribution and/or other
return of capital is announced, declared, made or paid or becomes payable in
respect of Wincanton Shares on or after the Announcement Date, GXO reserves
the right to reduce the cash consideration due under the terms of the
Acquisition at such date by an amount up to the amount of such dividend and/or
distribution and/or return of capital. In such circumstances, Wincanton
Shareholders will be entitled to retain any such dividend, distribution or
other return of capital declared, made or paid. Any such reduction of the cash
consideration due under the terms of the Acquisition or other exercise by GXO
of its rights 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 Offer.
Background to and reasons for the Acquisition
· The GXO Board believes the combination with Wincanton would
advance GXO's position as a global pure-play contract logistics leader by
expanding its presence in a key market, enhancing its capabilities to better
serve customers and drive long-term shareholder value creation. The
combination has compelling strategic and financial logic and represents an
opportunity for GXO to capitalise on exciting, structural growth opportunities
within the UK and Ireland.
· GXO knows Wincanton well and is impressed by its position as
a logistics partner of choice for UK and Irish businesses. GXO values
Wincanton's collaborative relationships with its Aerospace, Public and
Industrial, Grocery and Consumer, General Merchandise, and eFulfilment
customers. GXO believes it is well-positioned to support and develop
Wincanton's refocused strategy built around these five business divisions by
leveraging GXO's technology and expertise in these areas.
· The GXO Board also believes that the Acquisition
provides Wincanton Shareholders with a superior and compelling alternative to
the CEVA Final Offer, representing an increase of 125 pence per Wincanton
Share compared with the CEVA Final Offer (a 26 per cent. increase).
· GXO believes the transaction greatly increases the
opportunities for the combined business in key sectors and creates significant
value for all stakeholders in several respects:
Expands GXO's presence in key strategic growth verticals
· The combination will expand GXO's offering and customer
base in a number of key strategic growth verticals in the UK, including
Aerospace, Utilities, Industrial, and Healthcare, providing GXO with a
springboard to offer industrial services across Europe. GXO has a
market-leading service platform for Aerospace and Defence in the U.S., and the
combined company will enhance service for UK customers in that vertical by
leveraging GXO's capabilities and expertise.
Materially enhances service offering for UK and Ireland customers across a
broader range of sectors and geographies
· This complementary combination will allow new and
existing customers to benefit from a broader range of services and
capabilities and an expanded global platform.
· GXO recognises that long-term value creation will be
maximised by a continued focus on Wincanton's customers and providing the
necessary support and resources to best serve them. The combination will build
upon Wincanton's proven expertise in partnering with a diverse range of
customers from SMEs to blue-chip clients and across sectors. Through the
combination, Wincanton customers will also have the opportunity to seamlessly
globalize their supply chain operations across the 27 countries where GXO
operates.
Improves operations for UK and Ireland customers through advanced technology
· GXO prides itself on its technology and automation, and
this combination will allow Wincanton customers to enhance the efficiency and
resilience of their fulfilment operations through advanced tech deployment and
investment. Combining GXO's and Wincanton's complementary service capabilities
and technologies will enable GXO to further enhance its customer proposition
with agile, automated solutions that support customers' digital transformation
efforts.
Creates significant synergies, financial benefits and shareholder value
· The complementary service offerings, customer
portfolios and footprints will provide additional growth opportunities.
Additionally, the complementary infrastructure and offerings will enable GXO
to manage the combined company more efficiently, resulting in greater
productivity and lower costs for the benefit of customers.
· The Acquisition is highly synergistic. The GXO Board's
expectation is that the combination will lead to full annual net run-rate
synergies of £45 million (pre-tax), based on procurement, and other
operational overlap that can be realised by the third year of integration.
· As a result, the GXO Board expects the Acquisition to be
immediately accretive to earnings per share, excluding synergies and on a
pro-forma basis double digit enhancing including full run-rate cost synergies.
Proven integration blueprint, complementary platforms and a natural cultural
fit
· Following the successful acquisition and integration
of Clipper Logistics in 2022, GXO has a proven track record of successfully
and smoothly acquiring, integrating, and operating UK businesses whilst
continuing to deliver sustainable value creation.
· The GXO Board believes that Wincanton and GXO have
complementary cultures and operating philosophies. Both GXO and Wincanton
possess strong cultures driven by teamwork, integrity and operational
excellence, which will ensure a rapid integration process and provide a strong
basis for future growth.
Fortifies position as an employer of choice and a sustainability leader
· GXO has a demonstrated track record of creating an
inclusive and rewarding culture for its people. It employs over 40,000
employees in the UK and is deeply committed to continuing valuable job
creation in the market and strengthening engagement with community
organizations across the country.
· GXO and Wincanton have a strong focus on driving value
through sustainable operations, and GXO welcomes the opportunity to combine
two companies with shared values and a longstanding commitment to enabling the
circular economy.
Irrevocable undertakings
· GXO has received irrevocable undertakings to accept
(or procure the acceptance of) the Offer (and, if the Acquisition is
subsequently structured as a Scheme, 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 Wincanton General Meeting) in respect of 34,616,239 Wincanton Shares,
representing approximately 27.8 per cent of the existing issued share capital
of Wincanton as at the Latest Practicable Date.
· Further details of these irrevocable undertakings
(including the circumstances in which they may lapse) are set out in
Appendix 3 to this Announcement.
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 services customers across a range of sectors
including food and consumer goods; retail and manufacturing; eCommerce; the
public sector; major infrastructure; building materials; fuel; and defence.
Wincanton's approximately 20,300-strong team operates from more than 170 sites
across the country.
Information on GXO
· GXO is the world's largest pure-play contract logistics provider and
is benefiting from the rapid growth of ecommerce, automation and outsourcing.
It is listed on the New York Stock Exchange with a market capitalisation of
US$6.2 billion as at close of business on 27 February 2024.
· GXO is committed to providing a diverse, world-class workplace for
more than 130,000 team members across more than 970 facilities totalling
approximately 200 million square feet in 27 countries. The company partners
with the world's leading blue-chip companies to solve complex logistics
challenges with technologically advanced supply chain and ecommerce solutions,
at scale and with speed. GXO's revenue is diversified across numerous
verticals and customers, including many multinational corporations.
· GXO's customers rely on it to move their goods with high
efficiency through their supply chains - from the moment inbound goods arrive
at GXO's logistics sites, through fulfilment and distribution and, in an
increasing number of cases, the management of returned products. GXO's
customer base includes many blue-chip leaders in sectors that demonstrate high
growth or durable demand over time, with significant growth potential through
customer outsourcing of logistics services.
· As part of its growth strategy, GXO intends to develop additional
business in consumer and other verticals where it already has deep expertise,
diverse range of customer relationships and a strong track record of
successful performance. GXO also intends to expand into new verticals by
taking advantage of its technological strengths and by marketing the benefits
of its platform for warehouse operations. GXO uses this technology to manage
advanced automation, labour productivity, safety and the complex flow of goods
within sophisticated logistics environments.
· During calendar year 2023, GXO won contracts worth approximately US$1
billion in lifetime contract value, with approximately 40 per cent. generated
from outsourcing as more companies look to GXO to transform their supply
chains. The annualized business wins are expected to add approximately US$600
million of incremental revenue in 2024.
· For the year ended 31 December 2023, GXO generated revenue of US9.8
billion and net income attributable to common shareholders of US$229 million.
Additional information on GXO's latest financial results can be found at
https://investors.gxo.com/.
Structure, Conditions and Timetable
· It is intended that the Acquisition will be implemented by means of a
takeover offer as defined in Part 28 of the Companies Act (although GXO
reserves the right to elect, with the consent of the Panel, to implement the
acquisition of the Wincanton Shares by way of a Scheme).
· The Acquisition will be subject to the terms and conditions set
out in this Announcement and to be set out in full in the Offer Document
including, amongst other things, the satisfaction or (where applicable) waiver
of the Conditions and certain other terms referred to in Appendix 1 to this
Announcement. In relation to the Offer, this includes, among others:
· GXO receiving valid acceptances in respect of, and/or having
otherwise acquired Wincanton Shares which constitute not less than 75 per
cent. of the voting rights relating to the Wincanton Shares or waiving such
condition, subject to receiving acceptances in respect of over 50 per cent. of
such voting rights;
· confirmation of no objection to the change of control of Risk
Underwriting (Guernsey) Limited by the GFSC under the Guernsey Insurance Law;
· clearance in the United Kingdom under the NSI Act;
· satisfaction or, where applicable, waiver of the other Conditions
(listed in Appendix 1 to this Announcement); and
· the Offer becoming Effective by no later than the Long-Stop Date.
· GXO reserves the right to elect to implement the acquisition via a
wholly-owned subsidiary, in which case such company would be subject to and
bound by the terms of the Acquisition.
· Subject to the satisfaction or, where applicable, waiver of all
relevant conditions, including the Conditions, the Offer is expected to become
Effective in mid-Q2 2024.
Commenting on today's Announcement, Malcolm Wilson, Chief Executive Officer of
GXO said:
"Wincanton is a world class business, and we have long been impressed by their
high-quality people and diverse customer relationships across key industries.
The combination of GXO's technological capabilities and global reach with
Wincanton's proven expertise in the UK and Ireland markets will enhance our
offering for the benefit of both companies' current and future customers. Our
superior offer reflects our conviction in the value of this business and the
opportunities the combined company will realize.
"GXO has a long heritage in the UK and a demonstrated track record of
seamlessly integrating businesses in this market. We're proud that our
operations support the growth of UK companies, create high value jobs, and
enhance the communities where we operate. As a focused, pure play logistics
leader, we are committed to investing in superior, differentiated logistics
solutions, and we are confident that this combination will generate
significant value for our shareholders, customers, and employees alike."
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 1 to this
Announcement and to the full terms and conditions which will be set out in the
Offer Document. Appendix 2 contains the sources and bases of certain
information and calculations contained in this Announcement. Appendix 3
contains details of the irrevocable undertakings procured by GXO in relation
to the Acquisition. Appendix 4 contains definitions of certain expressions
used in this summary and in this Announcement.
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
N.M. Rothschild & Sons Limited (Rothschild & Co), which is authorised
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 Acquisition or 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 Offer Document and (in respect of Wincanton Shares
held in certificated form) the acceptance forms accompanying the Offer
Document (or, if the Acquisition is effected by way of a Scheme, the Scheme
Document and its related documentation) which will, together, contain the full
terms and conditions of the Acquisition including details of how it may be
accepted.
This Announcement has been prepared for the purpose of complying with English
law, the Code, the UK 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 Offer Document when it becomes
available because it will contain important information relating to the
Acquisition. Any decision or other response in relation to the Acquisition
should be based on the information contained in the Offer Document (or, if the
Acquisition is implemented by way of a Scheme, the Scheme Document).
Each Wincanton Shareholder is advised to consult their independent
professional adviser regarding the tax consequences to them (or to their
beneficial owners) of the Acquisition.
This Announcement 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 UK Market Abuse Regulation. Upon publication of
this Announcement, this information is now considered to be in the public
domain.
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 jurisdictions
The availability of the Offer to Wincanton Shareholders who are not resident
in and citizens of the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdictions. Further details in relation to Overseas Shareholders
will be contained in the Offer Document.
The release, publication or distribution of this Announcement in or into
jurisdictions other than the UK may be restricted by law and therefore any
persons who are not resident in the United Kingdom or who are subject to the
law of any jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. 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. This Announcement has been prepared for the purposes of complying
with English law and the Code and the information disclosed may not be the
same as that which would have been disclosed if this Announcement had been
prepared in accordance with the laws of jurisdictions outside of England.
The Offer will not be made, directly or indirectly, in, into or from any
jurisdiction where to do so would violate the laws in that jurisdiction.
Accordingly, copies of this Announcement and formal documentation relating to
the Offer will not be, and must not be, mailed or otherwise forwarded,
distributed or sent in, into or from any jurisdiction where to do so would
violate the laws of that jurisdiction.
The Acquisition will be subject to the applicable requirements of the Code,
the Panel, the London Stock Exchange, the FCA, the Listing Rules and the
Registrar of Companies.
Notice to United States Wincanton Shareholders
The Offer is being made for the securities of a UK company (proposed to be
effected by means of contractual offer under the laws of England and Wales)
and is subject to UK disclosure requirements, which are different from those
of the United States. Wincanton's financial statements, and all financial
information included in this Announcement, has been prepared in accordance
with accounting standards applicable in the United Kingdom and may not be
comparable to financial information of United States companies or other
companies whose financial statements are prepared in accordance with generally
accepted accounting principles in the United States.
The Offer will be made in the United States pursuant to an exemption from the
United States tender offer rules provided by Rule14d-1(c) under the US
Exchange Act and otherwise in accordance with the requirements of the Code.
Accordingly, the Offer will be subject to disclosure and other procedural
requirements, including with respect to withdrawal rights, offer timetable,
settlement procedures and timing of payments, that are different from those
applicable under United States domestic tender offer procedures and law.
The receipt of cash pursuant to the Offer by a United States Wincanton
Shareholder will likely be a taxable transaction for United States federal
income tax purposes and under applicable state and local, as well as foreign
and other tax laws. Each holder of Wincanton Shares is urged to consult his or
her independent professional advisor immediately regarding the tax
consequences of acceptance of the Offer.
It may be difficult for United States Wincanton Shareholders to enforce their
rights and any claim arising out of the United States federal securities laws,
since Wincanton is located in a country other than the United States, and some
or all of their officers and directors may be residents of countries other
than the United States. United States Wincanton Shareholders may not be able
to sue a non-US company or its officers or directors in a non-US court for
violations of the United States securities laws. Further, it may be difficult
to compel a non-US company and its affiliates to subject themselves to a
United States court's judgement.
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 contain 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 and Wincanton, 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. 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 its 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 its 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
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 GXO or Wincanton
for the current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share for GXO or Wincanton
or to mean that the enlarged group's earnings in the first 12 months following
the Offer, or in any subsequent period, would necessarily match or be greater
than those of GXO or Wincanton for the relevant preceding financial period or
any other period.
Dealing disclosure requirements
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 10(th)
Business Day following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10(th) 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 (http://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 GXO during the Offer Period as required under
Section 4 of Appendix 4 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 GXO's website at
https://gxo.com/information-regarding-cash-offer-for-wincantonplc
(https://gxo.com/information-regarding-cash-offer-for-wincantonplc) and
Wincanton's website at www.wincanton.co.uk/investors/
(http://www.wincanton.co.uk/investors/) . 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.
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 ASSIMILATED
REGULATION (EU) 596 / 2014 AS IT FORMS PART OF THE LAW OF THE UNITED KINGDOM
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
29 February 2024
CASH OFFER
FOR
WINCANTON PLC
BY
GXO LOGISTICS, INC.
1. Introduction
The Board of GXO Logistics, Inc. ("GXO") is pleased to announce a cash offer
to be made by GXO to acquire the whole of the issued and to be issued share
capital of Wincanton Plc ("Wincanton") not already held by GXO or any of its
associates.
The Acquisition is intended to be effected by means of a takeover offer as
defined in Part 28 of the Companies Act (although GXO reserves the right to
elect, with the consent of the Panel, to implement the acquisition of the
Wincanton Shares by way of a Scheme as an alternative to the Offer).
2. The Acquisition
Under the terms of the Offer, which will be subject to the Conditions and
further terms set out in Appendix 1 to this Announcement and to the full
terms and conditions which will be set out in the Offer Document, Wincanton
Shareholders will receive:
for each Wincanton Share held 605
pence in cash
The Acquisition Price values the entire existing issued and to be issued share
capital of Wincanton at approximately £762 million on a fully diluted basis
and values Wincanton at approximately £764 million on an enterprise value
basis.
The Acquisition Price implies an enterprise value multiple of approximately
7.0 times Wincanton's underlying EBITDA (IAS 17 basis) when factoring in full
annual net run-rate synergies of £45 million (pre-tax) and 11.9 times
pre-synergies (in each case for the twelve-month period ended on 30 September
2023).
The Acquisition Price represents a premium of approximately:
· 26 per cent. to the offer price per Wincanton Share of 480 pence from
CEVA which was announced on 26 February 2024; and
· 104 per cent. to the Closing Price per Wincanton Share of 297 pence
on 18 January 2024, being the last Business Day before the commencement of the
Offer Period.
The Acquisition provides Wincanton Shareholders with superior value to the
CEVA Final Offer, as the Acquisition Price represents an increase of 125 pence
per Wincanton Share and, in aggregate, approximately £157 million in the
total offer value on a fully diluted basis, compared with the terms of the
CEVA Final Offer. Accordingly, GXO expects that the Wincanton Board will
recommend the Acquisition in due course.
The Wincanton Shares will be acquired by GXO 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 Announcement Date or subsequently attaching
or accruing to them, including (without limitation) the right to receive and
retain, in full, all dividends and other distributions (if any) declared,
made, paid or payable 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 Announcement Date in respect of the Wincanton Shares.
GXO has received irrevocable undertakings to accept (or procure the acceptance
of) the Offer (and, if the Acquisition is subsequently structured as a Scheme,
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 Wincanton General Meeting) in
respect of 34,616,239 Wincanton Shares, representing approximately 27.8 per
cent of the existing issued share capital of Wincanton as at the Latest
Practicable Date.
If any dividend and/or other distribution and/or other return of capital is
announced, declared, made or paid or becomes payable in respect of Wincanton
Shares on or after the Announcement Date, GXO reserves the right to reduce the
cash consideration due under the terms of the Acquisition at such date by an
amount up to the amount of such dividend and/or distribution and/or return of
capital. In such circumstances, Wincanton Shareholders will be entitled to
retain any such dividend, distribution or other return of capital declared,
made or paid. Any such reduction of the cash consideration due under the terms
of the Acquisition or other exercise by GXO of its rights 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 Offer.
It is currently expected that the Offer Document will be published as soon as
reasonably practicable and, in any event, within 28 days of this Announcement
and that, subject to the satisfaction or, where applicable, waiver of all
relevant Conditions and the further terms set out in Appendix 1 to this
Announcement and to be set out in the Offer Document, the Offer is expected to
become Effective in mid-Q2 2024.
3. Background to and reasons for the Acquisition
The GXO Board believes the combination with Wincanton would advance GXO's
position as a global pure-play contract logistics leader by expanding its
presence in a key market, enhancing its capabilities to better serve customers
and drive long-term shareholder value creation. The combination has compelling
strategic and financial logic and represents an opportunity for GXO to
capitalise on exciting, structural growth opportunities within the UK and
Ireland.
GXO knows Wincanton well and is impressed by its position as a logistics
partner of choice for UK and Irish businesses. GXO values Wincanton's
collaborative relationships with its Aerospace, Public and Industrial, Grocery
and Consumer, General Merchandise, and eFulfilment customers. GXO believes it
is well-positioned to support and develop Wincanton's refocused strategy built
around these five business divisions by leveraging GXO's technology and
expertise in these areas.
The GXO Board also believes that the Acquisition provides Wincanton
Shareholders with a superior and compelling alternative to the CEVA Final
Offer, representing an increase of 125 pence per Wincanton Share compared with
the CEVA Final Offer (a 26 per cent. increase).
GXO believes the transaction greatly increases the opportunities for the
combined business in key sectors and creates significant value for all
stakeholders in several respects:
Expands GXO's presence in key strategic growth verticals
The combination will expand GXO's offering and customer base in a number of
key strategic growth verticals in the UK, including Aerospace, Utilities,
Industrial, and Healthcare, providing GXO with a springboard to offer
industrial services across Europe. GXO has a market-leading service platform
for Aerospace and Defence in the U.S., and the combined company will enhance
service for UK customers in that vertical by leveraging GXO's capabilities and
expertise.
Materially enhances service offering for UK and Ireland customers across a
broader range of sectors and geographies
This complementary combination will allow new and existing customers to
benefit from a broader range of services and capabilities and an expanded
global platform.
GXO recognises that long-term value creation will be maximised by a continued
focus on Wincanton's customers and providing the necessary support and
resources to best serve them. The combination will build upon Wincanton's
proven expertise in partnering with a diverse range of customers from SMEs to
blue-chip clients and across sectors. Through the combination, Wincanton
customers will also have the opportunity to seamlessly globalize their supply
chain operations across the 27 countries where GXO operates.
Improves operations for UK and Ireland customers through advanced technology
GXO prides itself on its technology and automation, and this combination will
allow Wincanton customers to enhance the efficiency and resilience of their
fulfilment operations through advanced tech deployment and investment.
Combining GXO's and Wincanton's complementary service capabilities and
technologies will enable GXO to further enhance its customer proposition with
agile, automated solutions that support customers' digital transformation
efforts.
Creates significant synergies, financial benefits and shareholder value
The complementary service offerings, customer portfolios and footprints will
provide additional growth opportunities. Additionally, the complementary
infrastructure and offerings will enable GXO to manage the combined company
more efficiently, resulting in greater productivity and lower costs for the
benefit of customers.
The Acquisition is highly synergistic. The GXO Board's expectation is that the
combination will lead to full annual net run-rate synergies of £45 million
(pre-tax), based on procurement, and other operational overlap that can be
realised by the third year of integration.
As a result, the GXO Board expects the Acquisition to be immediately accretive
to earnings per share, excluding synergies and on a pro-forma basis double
digit enhancing including full run-rate cost synergies.
Proven integration blueprint, complementary platforms and a natural cultural
fit
Following the successful acquisition and integration of Clipper Logistics in
2022, GXO has a proven track record of successfully and smoothly acquiring,
integrating, and operating UK businesses whilst continuing to deliver
sustainable value creation.
The GXO Board believes that Wincanton and GXO have complementary cultures and
operating philosophies. Both GXO and Wincanton possess strong cultures driven
by teamwork, integrity and operational excellence, which will ensure a rapid
integration process and provide a strong basis for future growth.
Fortifies position as an employer of choice and a sustainability leader
GXO has a demonstrated track record of creating an inclusive and rewarding
culture for its people. It employs over 40,000 employees in the UK and is
deeply committed to continuing valuable job creation in the market and
strengthening engagement with community organizations across the country.
GXO and Wincanton have a strong focus on driving value through sustainable
operations, and GXO welcomes the opportunity to combine two companies with
shared values and a longstanding commitment to enabling the circular economy.
4. Irrevocable undertakings
GXO has received irrevocable undertakings to accept (or procure the acceptance
of) the Offer (and, if the Offer is subsequently structured as a Scheme, 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 Wincanton General Meeting) in respect
of 34,616,239 Wincanton Shares, representing approximately 27.8 per cent of
the existing issued share capital of Wincanton as at the Latest Practicable
Date.
Further details of these irrevocable undertakings (including the circumstances
in which they may lapse) are set out in Appendix 3 to this Announcement.
5. Information on GXO
GXO is the world's largest pure-play contract logistics provider and is
benefiting from the rapid growth of ecommerce, automation and outsourcing. It
is listed on the New York Stock Exchange with a market capitalisation of
US$6.2 billion as at close of business on 27 February 2024.
GXO is committed to providing a diverse, world-class workplace for more than
130,000 team members across more than 970 facilities totalling approximately
200 million square feet in 27 countries. The company partners with the world's
leading blue-chip companies to solve complex logistics challenges with
technologically advanced supply chain and ecommerce solutions, at scale and
with speed. GXO's revenue is diversified across numerous verticals and
customers, including many multinational corporations.
GXO's customers rely on it to move their goods with high efficiency through
their supply chains - from the moment inbound goods arrive at GXO's logistics
sites, through fulfilment and distribution and, in an increasing number of
cases, the management of returned products. GXO's customer base includes many
blue-chip leaders in sectors that demonstrate high growth or durable demand
over time, with significant growth potential through customer outsourcing of
logistics services.
As part of its growth strategy, GXO intends to develop additional business in
consumer and other verticals where it already has deep expertise, diverse
range of customer relationships and a strong track record of successful
performance. GXO also intends to expand into new verticals by taking advantage
of its technological strengths and by marketing the benefits of its platform
for warehouse operations. GXO uses this technology to manage advanced
automation, labour productivity, safety and the complex flow of goods within
sophisticated logistics environments.
During calendar year 2023, GXO won contracts worth approximately US$1 billion
in lifetime contract value, with approximately 40 per cent. generated from
outsourcing as more companies look to GXO to transform their supply chains.
The annualized business wins are expected to add approximately US$600 million
of incremental revenue in 2024.
For the year ended 31 December 2023, GXO generated revenue of US$9.8 billion
and net income attributable to common shareholders of US$229 million.
Additional information on GXO's latest financial results can be found at
https://investors.gxo.com/.
6. 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 services customers across a range of sectors including
food and consumer goods; retail and manufacturing; eCommerce; the public
sector; major infrastructure; building materials; fuel; and defence.
Wincanton's approximately 20,300-strong team operates from more than 170 sites
across the country.
7. Directors, management, employees, pensions, research and
development and locations of business
Strategic plans for the Wincanton Group
GXO believes that the Acquisition has a compelling strategic and financial
rationale and will create significant value for all Wincanton stakeholders and
is consistent with GXO's long-term growth strategy.
GXO believes that there is a strong strategic fit between the businesses of
Wincanton and GXO based on the diversification and growth opportunities
created by adding Wincanton's UK & Ireland customer portfolio to GXO. As
such, GXO is confident in the future prospects of Wincanton's business and its
long-term value.
Prior to this Announcement, consistent with market practice, GXO has been
granted access to Wincanton's senior management for the purposes of high-level
confirmatory due diligence. This has enabled GXO to develop a preliminary
strategy for the Enlarged Group, however, it intends to undertake a full
evaluation of the Wincanton Group in the 12 months following completion of the
Acquisition in order to formulate detailed plans regarding the impact of the
Acquisition.
The GXO Directors expect full annual gross run-rate synergies of approximately
£50 million (pre-tax) to be realized by the third year of integration. The
principal sources of these synergies are as follows:
· approximately 54 per cent. from combining UK and Ireland support
functions and central costs;
· approximately 30 per cent. from the removal of costs associated with
Wincanton's status as a listed company, in the UK;
· approximately 6 per cent. from fleet procurement savings; and
· approximately 10 per cent. from other cost and procurement savings.
It is envisaged that the realisation of the identified cost synergies will
result in non-recurring integration costs of approximately £43 million in
aggregate over the first 3 years following commencement of integration.
Potential areas of dis-synergy (such as natural customer attrition) have also
been considered and were determined by GXO management to be approximately £5
million.
The expected synergies will accrue as a direct result of the success of the
Acquisition and would not be achieved on a standalone basis.
In addition to these quantified cost synergies, the GXO Directors believe that
significant further value can be created through additional opportunities,
which will allow new and existing customers to benefit from a broader range of
services and capabilities and an expanded global platform that more closely
matches the footprint of its customers and their needs for advanced solutions.
These statements of identified synergies and estimated cost efficiencies
relate to future actions and circumstances which by their nature involve
risks, uncertainties and contingencies. As a consequence, the identified
synergies and estimated cost efficiencies referred to may not be achieved, may
be achieved later or sooner than estimated, or those could be materially
different from those estimated.
These statements are not intended as a profit forecast and should not be
interpreted as such.
Employees and management
GXO 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. As such, GXO expects the
Wincanton management and employees to continue to contribute to the success of
the Enlarged Group following completion of the Acquisition. GXO expects the
Wincanton management and employees will benefit from greater opportunities as
a result of being part of the Enlarged Group.
GXO has not yet begun to carry out the evaluation referred to above and has
not reached any conclusions as to its likely outcome or made any decisions in
relation to any specific actions that may be taken as a result of this
evaluation. GXO therefore 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 Enlarged Group, beyond the anticipated reduction in the
proportion of employees based in support functions within the Enlarged Group's
overall workforce.
Headcount
While synergies are expected from combining support functions, GXO expects
overall headcount will increase long-term as part of ongoing efforts to grow
its UK operations.
The GXO Board recognises that in order to achieve the expected benefits of the
Acquisition, administrative restructuring will be required following
completion of the Acquisition. The steps for such a restructuring are not yet
known, but it is anticipated that headcount reductions would total less than
0.2 per cent. across the Enlarged Group (including in particular from
combining support functions and specifically roles currently supporting
Wincanton's status as a public listed company).
GXO intends to retain the best talent across the Enlarged Group. The
finalisation and implementation of any restructuring and workforce integration
will be subject to detailed and comprehensive planning as part of the
evaluation referred to above.
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 Enlarged Group, at the relevant time.
The existing non-executive directors of Wincanton will resign from office as
directors of Wincanton following completion of the Acquisition.
Existing employee rights and pensions
GXO 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 includes a defined benefit section which has been
closed to future accrual since 2014. GXO does not intend to reopen the Pension
Scheme to new members. Similarly, GXO does not intend to make any changes to
the benefits provided by the Wincanton defined contribution pension scheme.
GXO 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, GXO intends to review the management,
governance and incentive structure of Wincanton. GXO 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
The GXO Directors believe that the Enlarged Group will benefit from a
strengthened presence in the UK and Ireland based on complementary footprint.
Following completion of the Acquisition, GXO envisages that Wincanton will
retain its existing UK headquarters and headquarter functions (other than as
noted above in relation to listed company functions). The Enlarged Group's
headquarters will be located at GXO's head office in Greenwich, Connecticut,
USA. Following completion of the Acquisition, GXO will review all of
Wincanton's sites and offices as part of its full evaluation of the Wincanton
Group. GXO believes that the Wincanton Group has a highly complementary
footprint to GXO; however, where synergies are identified, some of the
Enlarged Group's sites may be consolidated or repurposed to better integrate
Wincanton and GXO into the Enlarged Group and to facilitate the integration of
Wincanton Group employees. GXO does not intend material redeployment of any of
Wincanton's fixed assets as a result of the Acquisition.
GXO recognizes the important role of R&D and technology in Wincanton's
business. GXO 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. It does not intend
to make any material changes to the R&D and technology functions of either
Wincanton or GXO.
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 12
below, in the event that the Acquisition becomes Effective, and sufficient
acceptances are received, 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 7 are "post-offer undertakings" for the
purposes of Rule 19.5 of the Code.
8. 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 Offer Document
and in separate letters to be sent to the participants in due course.
9. Financing
The cash consideration payable by GXO to Wincanton Shareholders under the
terms of the Acquisition will be funded through third party debt incurred by
GXO. Such third-party debt is to be provided under a bridge facility agreement
arranged by BofA Securities, Inc. (or an affiliate thereof) (the Bridge
Facility).
Rothschild & Co, lead financial adviser to GXO, are satisfied that the
resources available to GXO are sufficient to enable GXO to satisfy in full the
cash consideration payable under the terms of the Acquisition.
Further information in relation to the financing of the Acquisition will be
set out in the Offer Document.
10. Offer-related arrangements
Confidentiality Agreement
Pursuant to the Confidentiality Agreement, GXO 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 12 February 2026 (or,
if earlier, the date on which the Scheme Court Order has been delivered to the
Registrar of Companies for registration (if the Acquisition is implemented by
way of a Scheme) or the Acquisition otherwise becomes unconditional in all
respects).
The Confidentiality Agreement also contains certain non-solicitation
undertakings from GXO for a period of 15 months in relation to certain
employees of Wincanton in certain circumstances.
11. Conditions
The Offer will be subject to the Conditions and certain further terms set out
in Appendix 1 and the further terms and conditions to be set out in the Offer
Document when issued. The Offer shall lapse unless all of the Conditions have
been fulfilled or, where permitted, waived or, where appropriate, have been
determined by GXO to be or remain satisfied by 11.59p.m. (London time) on the
earlier of the Unconditional Date and the Long-Stop Date (subject to the rules
of the Code and where applicable, the consent of the Panel), including in
particular:
· GXO receiving valid acceptances in respect of, and/or having
otherwise acquired Wincanton Shares which constitute not less than 75 per
cent. of the voting rights relating to the Wincanton Shares or waiving such
condition, subject to receiving acceptances in respect of over 50 per cent. of
such voting rights;
· confirmation of no objection to the change of control of Risk
Underwriting (Guernsey) Limited by the GFSC under the Guernsey Insurance Law;
· clearance in the United Kingdom under the NSI Act;
· satisfaction or, where applicable, waiver of the other Conditions
(listed in Appendix 1 to this Announcement); and
· the Offer becoming Effective by no later than the Long-Stop Date.
Further details are set out in Part B of Appendix 1.
12. Delisting and compulsory acquisition
If the Offer becomes or is declared unconditional, and sufficient acceptances
are received, GXO intends to procure that Wincanton will make an application
for the cancellation of the listing of the Wincanton Shares on the Official
List and for the cancellation of trading of the Wincanton Shares on the Main
Market of the London Stock Exchange.
It is anticipated that the application for cancellation of listing on the
Official List and admission to trading on the London Stock Exchange will take
effect no earlier than the date that is 20 business days after GXO has
acquired or agreed to acquire 75 per cent of the voting rights attaching to
the Wincanton Shares.
If GXO receives acceptances under the Offer in respect of, or otherwise
acquires, 90 per cent or more of the Wincanton Shares to which the Offer
relates, GXO will exercise its rights pursuant to the provisions of Part 28 of
the Companies Act to acquire compulsorily the remaining Wincanton Shares in
respect of which the Offer has not been accepted.
It is also intended that, following the Offer becoming or being declared
unconditional, Wincanton will be re-registered as a private company under the
relevant provisions of the Companies Act.
The cancellation of the listing of the Wincanton Shares and the
re-registration of Wincanton as a private limited company would significantly
reduce the liquidity and marketability of any Wincanton Shares not assented to
the Offer at that time, and the reporting and disclosure requirements will be
significantly reduced. Any remaining Wincanton Shareholders would become
minority shareholders in a majority controlled private limited company and may
therefore be unable to sell their Wincanton Shares. There can be no certainty
that Wincanton would pay any further dividends or other distributions or that
such minority Wincanton Shareholders would again be offered an opportunity to
sell their Wincanton Shares on terms which are equivalent to or no less
advantageous than those under the Offer.
13. Disclosure of interests in Wincanton Shares
Except for the irrevocable undertakings referred to in paragraph 4 above, as
at the close of business on the Latest Practicable Date, save as disclosed
below, neither GXO, its directors, any member of the GXO Group nor, so far as
any of the directors of GXO is aware, any person acting in concert (within the
meaning of the Code) with GXO for the purposes of the Acquisition (i) had any
interest in or right to subscribe for any Wincanton Shares or securities
convertible into Wincanton Shares, or (ii) had any short positions in respect
of Wincanton Shares or securities convertible into Wincanton Shares (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) had borrowed or lent any Wincanton Shares or securities convertible into
Wincanton Shares (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) had
a dealing arrangement of the kind referred to in Note 11 on the definition of
acting in concert in the Code in relation to Wincanton Shares or securities
convertible or exchangeable into Wincanton Shares, other than:
Issued Share Capital
Name Status Number of Wincanton Shares Percentage of Wincanton Shares
Malcolm Wilson Director of GXO 209 0.0%
Enquiries have been made of certain parties who may be deemed by the Panel to
be acting in concert with GXO for the purposes of the Offer and any disclosure
in respect of such parties will be included in the Offer Document.
14. Overseas Shareholders
The availability of the Acquisition or the distribution of this Announcement
to persons who are not resident in the United Kingdom may be affected by the
laws and regulations of the relevant jurisdiction. Such persons should inform
themselves of, 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, or an invitation to purchase 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 Offer Document carefully once
this has been dispatched.
15. Documents published on a 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/
(https://www.wincanton.co.uk/investors/) and GXO's website at
https://gxo.com/information-regarding-cash-offer-for-wincantonplc
(https://gxo.com/information-regarding-cash-offer-for-wincantonplc) 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:
· this Announcement;
· the Confidentiality Agreement;
· the Bridge Facility;
· the irrevocable undertakings referred to in paragraph 4 above; and
· the consents of Rothschild & Co and BofA Securities referred to
in paragraph 16 below.
16. General
The Offer Document will be posted to Wincanton Shareholders as soon as
practicable.
GXO reserves the right, subject to the prior consent of the Panel, to elect to
implement the acquisition of the Wincanton Shares by way of a Scheme. In such
event, the Scheme will be implemented on substantially the same terms, so far
as applicable, as those which would apply to the Offer, subject to appropriate
amendments (including to statutory voting requirements), so far as applicable
to reflect the change in method of implementing the Offer.
GXO reserves the right to elect to implement the acquisition via a
wholly-owned subsidiary, in which case such company would be subject to and
bound by the terms of the Acquisition.
Investors should be aware that GXO may purchase Wincanton Shares otherwise
than under any Offer or a Scheme , such as in open market or privately
negotiated purchases.
Rothschild & Co (as lead financial adviser to GXO) has given and not
withdrawn its consent to the publication of this Announcement with the
inclusion herein of the references to its name in the form and context in
which they appear.
BofA Securities (as joint financial adviser and corporate broker to GXO) has
given and not withdrawn its consent to the publication of this Announcement
with the inclusion herein of the references to its name in the form and
context in which it appears.
The Acquisition will be subject to the Conditions and certain further terms of
the Acquisition set out herein and in Appendix 1 and to the full terms and
conditions to be set out in the Offer Document. The bases and sources of
certain financial information and calculations contained in this Announcement
are set out in Appendix 2. Appendix 3 contains details of the irrevocable
undertakings procured by GXO in relation to the Acquisition. Certain terms
used in this Announcement are defined in Appendix 4.
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
N.M. Rothschild & Sons Limited (Rothschild & Co), which is authorised
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 Acquisition or 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 Offer Document and (in respect of Wincanton Shares
held in certificated form) the acceptance forms accompanying the Offer
Document (or, if the Acquisition is effected by way of a Scheme, the Scheme
Document and its related documentation) which will, together, contain the full
terms and conditions of the Acquisition including details of how it may be
accepted.
This Announcement has been prepared for the purpose of complying with English
law, the Code, the UK 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 Offer Document when it becomes
available because it will contain important information relating to the
Acquisition. Any decision or other response in relation to the Acquisition
should be based on the information contained in the Offer Document (or, if the
Acquisition is implemented by way of a Scheme, the Scheme Document).
Each Wincanton Shareholder is advised to consult their independent
professional adviser regarding the tax consequences to them (or to their
beneficial owners) of the Acquisition.
This Announcement 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 UK Market Abuse Regulation. Upon publication of
this Announcement, this information is now considered to be in the public
domain.
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 jurisdictions
The availability of the Offer to Wincanton Shareholders who are not resident
in and citizens of the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdictions. Further details in relation to Overseas Shareholders
will be contained in the Offer Document.
The release, publication or distribution of this Announcement in or into
jurisdictions other than the UK may be restricted by law and therefore any
persons who are not resident in the United Kingdom or who are subject to the
law of any jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. 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. This Announcement has been prepared for the purposes of complying
with English law and the Code and the information disclosed may not be the
same as that which would have been disclosed if this Announcement had been
prepared in accordance with the laws of jurisdictions outside of England.
The Offer will not be made, directly or indirectly, in, into or from any
jurisdiction where to do so would violate the laws in that jurisdiction.
Accordingly, copies of this Announcement and formal documentation relating to
the Offer will not be, and must not be, mailed or otherwise forwarded,
distributed or sent in, into or from any jurisdiction where to do so would
violate the laws of that jurisdiction.
The Acquisition will be subject to the applicable requirements of the Code,
the Panel, the London Stock Exchange, the FCA, the Listing Rules and the
Registrar of Companies.
Notice to United States Wincanton Shareholders
The Offer is being made for the securities of a UK company (proposed to be
effected by means of contractual offer under the laws of England and Wales)
and is subject to UK disclosure requirements, which are different from those
of the United States. Wincanton's financial statements, and all financial
information included in this Announcement, has been prepared in accordance
with accounting standards applicable in the United Kingdom and may not be
comparable to financial information of United States companies or other
companies whose financial statements are prepared in accordance with generally
accepted accounting principles in the United States.
The Offer will be made in the United States pursuant to an exemption from the
United States tender offer rules provided by Rule14d-1(c) under the US
Exchange Act and otherwise in accordance with the requirements of the Code.
Accordingly, the Offer will be subject to disclosure and other procedural
requirements, including with respect to withdrawal rights, offer timetable,
settlement procedures and timing of payments, that are different from those
applicable under United States domestic tender offer procedures and law.
The receipt of cash pursuant to the Offer by a United States Wincanton
Shareholder will likely be a taxable transaction for United States federal
income tax purposes and under applicable state and local, as well as foreign
and other tax laws. Each holder of Wincanton Shares is urged to consult his or
her independent professional advisor immediately regarding the tax
consequences of acceptance of the Offer.
It may be difficult for United States Wincanton Shareholders to enforce their
rights and any claim arising out of the United States federal securities laws,
since Wincanton is located in a country other than the United States, and some
or all of their officers and directors may be residents of countries other
than the United States. United States Wincanton Shareholders may not be able
to sue a non-US company or its officers or directors in a non-US court for
violations of the United States securities laws. Further, it may be difficult
to compel a non-US company and its affiliates to subject themselves to a
United States court's judgement.
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 contain 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 and Wincanton, 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. 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 its 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 its 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
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 or to mean
that the enlarged group's earnings in the first 12 months following the Offer,
or in any subsequent period, would necessarily match or be greater than those
of GXO or Wincanton for the relevant preceding financial period or any other
period.
Dealing disclosure requirements
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 10(th)
Business Day following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10(th) 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 (http://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 GXO during the Offer Period as required under
Section 4 of Appendix 4 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 GXO's website at
https://gxo.com/information-regarding-cash-offer-for-wincantonplc
(https://gxo.com/information-regarding-cash-offer-for-wincantonplc) and
Wincanton's website at www.wincanton.co.uk/investors/
(http://www.wincanton.co.uk/investors/) . 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.
Appendix 1
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER
A. Conditions of the Offer
The Offer will be subject to the following conditions (Conditions):
Acceptances
1. Valid acceptances being received (and not, where permitted,
withdrawn) by not later than 1 p.m. (London time) on the Unconditional Date
(or such other times and/or dates as GXO may specify, subject to the rules of
the Code and where applicable with the consent of the Panel) in respect of not
less than 75 per cent (or such lesser percentage as GXO may decide) in nominal
value of the Wincanton Shares and of the voting attached to those shares,
provided that: (i) this Condition 1 will not be satisfied unless GXO and/or
any of its wholly‑owned subsidiaries has acquired or agreed to acquire
(whether pursuant to the Offer or otherwise) Wincanton Shares carrying in
aggregate more than 50 per cent of the voting rights then exercisable at a
general meeting of Wincanton; and (ii) unless the Panel consents otherwise,
this Condition 1 shall only be capable of being satisfied when all Conditions
2 to 12 below have been satisfied or waived;
For the purposes of this Condition 1:
(a) Wincanton Shares which have been unconditionally allotted
but not issued before the Offer becomes or is declared unconditional, whether
pursuant to the exercise of any outstanding subscription rights or conversion
rights or otherwise, shall be deemed to carry the voting rights they will
carry upon issue;
(b) valid acceptances shall be deemed to have been received in
respect of Wincanton Shares which are treated for the purposes of the
Companies Act as having been acquired or contracted to be acquired by GXO by
virtue of acceptances of the Offer; and
(c) all percentages of voting rights and share capital are to be
calculated by reference to the percentage held and in issue excluding any and
all shares held in treasury by Wincanton from time to time.
General Conditions
In addition, subject as stated in Part B below and to the requirements of the
Panel, the Offer will be conditional upon the following Conditions and,
accordingly, the necessary actions to implement the Offer will not be taken
unless such Conditions (as amended, if appropriate) have been satisfied or,
where relevant, waived.
Antitrust and regulatory
GFSC Approval
2. notification having been given (and not withdrawn, amended
or lapsed) in writing by the 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;
UK National Security Clearance
3. a notification having been made and accepted under the NSI
Act and one of the following having occurred:
(a) 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
(b) if the Secretary of State issues a call-in notice in
relation to the Acquisition:
(i) 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
(ii) 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
4. 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
GXO or any member of the Wider GXO Group;
5. other than in relation to the matters referred to in
Conditions 2 and 3 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 GXO
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;
6. other than in relation to the matters referred to in
Conditions 2 and 3 above, (i) all Authorisations deemed reasonably necessary
by GXO in any jurisdiction for or in respect of the Acquisition (including,
without limitation, its implementation and financing) and, except pursuant to
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 GXO
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 GXO 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 GXO 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;
7. other than in relation to the matters referred to in
Conditions 2 and 3 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:
(a) require, prevent or materially delay the divestiture or
materially alter the terms envisaged for such divestiture by any member of the
Wider GXO 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 GXO Group or of the Wider Wincanton Group taken as a whole;
(b) except pursuant to Part 28 of the Companies Act, require any
member of the Wider GXO 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 GXO Group taken as a whole;
(c) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider GXO 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
GXO 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;
(d) 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 GXO Group to an extent which is
material in the context of the Wider GXO Group or of the Wider Wincanton Group
in either case taken as a whole;
(e) result in any member of the Wider Wincanton Group or any
member of the Wider GXO 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 GXO
Group taken as a whole;
(f) 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 GXO 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 GXO Group;
(g) require, prevent or materially delay a divestiture by any member
of the Wider GXO Group of any shares or other securities (or the equivalent)
in any member of the Wider Wincanton Group; or
(h) impose any limitation on the ability of any member of the
Wider GXO 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 GXO Group and/or the Wider
Wincanton Group which is adverse to and material in the context of the Wider
GXO 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.
8. 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 GXO 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 GXO Group, in either case
taken as a whole:
(a) 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;
(b) 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;
(c) 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;
(d) the rights, liabilities, obligations, interests or
business of any member of the Wider Wincanton Group or any member of the Wider
GXO 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 GXO 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;
(e) 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;
(f) the value of, or the financial or trading position or
prospects of, any member of the Wider Wincanton Group being adversely
affected; or
(g) 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 9 or 10;
Certain events occurring since 31 March 2023
9. except as Disclosed, no member of the Wider Wincanton Group
having since 31 March 2023:
(a) 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;
(b) 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;
(c) 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;
(d) (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;
(e) (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;
(f) 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;
(g) 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 GXO Group other than of a nature and extent which
is normal in the context of the business concerned;
(h) 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;
(i) 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;
(j) 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 GXO, or entered into or changed the terms of any contract
with any director or senior executive;
(k) 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 9(a)
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;
(l) (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;
(m) 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;
(n) (except as disclosed on publicly available registers) made
any material alteration to its memorandum or articles of association or other
incorporation documents;
(o) 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:
(i) 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;
(ii) the contributions payable to any such scheme(s) or to
the benefits which accrue, or to the pensions which are payable, thereunder;
(iii) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or determined; or
(iv) 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;
(p) 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;
(q) (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;
(r) 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;
(s) 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
(t) 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 9.
No material adverse change, litigation, regulatory enquiry or similar
10. except as Disclosed, since 31 March 2023:
(a) 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;
(b) 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;
(c) 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;
(d) no contingent or other liability of any member of the Wider
Wincanton Group having arisen or become apparent to GXO 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;
(e) 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
(f) 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
11. except as Disclosed, GXO not having discovered:
(a) 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 GXO 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;
(b) 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;
(c) 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;
(d) 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;
(e) 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
(f) 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 GXO
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
12. except as Disclosed, GXO not having discovered that:
(a) (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;
(b) 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;
(c) 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:
(i) 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
(ii) 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;
(d) 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:
(i) has engaged in conduct which would violate any
relevant anti-terrorism laws, rules or regulations;
(ii) 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;
(iii) 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
(iv) 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
(e) any member of the Wider Wincanton Group is or has been
engaged in any transaction which would cause GXO 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.
B. Waiver and invocation of the Conditions
1. Subject to the requirements of the Panel, GXO 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 above, except for Condition 1
(Acceptance Condition), which cannot be waived. The Offer will be subject to
the satisfaction (or waiver, if permitted) of the Conditions set out in this
Appendix 1, and to the full terms and conditions which will be set out in the
Offer Document and the Form of Acceptance.
2. The Offer shall lapse unless all of the Conditions have
been fulfilled or, where permitted, waived or, where appropriate, have been
determined by GXO to be or remain satisfied, by 11.59 p.m. (London time) on
the earlier of the Unconditional Date and the Long-Stop Date (subject to the
rules of the Code and where applicable the consent of the Panel).
3. GXO shall 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 this Appendix 1 (inclusive) by a date earlier
than the latest date specified in paragraph 2 above for the fulfilment of the
relevant Condition, 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 such Condition may not be capable of
fulfilment.
4. Subject to paragraph 5 below, under Rule 13.5(a) of the
Code, GXO may only invoke a Condition so as to cause the Acquisition not to
proceed, to lapse or to be withdrawn with the consent of the Panel. The Panel
will normally only give its consent if the circumstances which give rise to
the right to invoke the Condition are of material significance to GXO in the
context of the Acquisition. This will be judged by reference to the facts of
each case at the time that the relevant circumstances arise.
5. Condition 1 (Acceptance Condition) is not subject to Rule
13.5(a) of the Code.
6. Any Condition that is subject to Rule 13.5(a) of the Code
may be waived by GXO.
7. Save as may otherwise be required by the Panel, the Offer
will not proceed, will lapse or will be withdrawn if on the Long-Stop Date:
(a) sufficient acceptances have not been received so as to
enable Condition 1 (Acceptance Condition) to be satisfied; or
(b) where sufficient acceptances have been received so as to
enable Condition 1 (Acceptance Condition) to be satisfied, one or more of the
Conditions relating to an official authorisation or regulatory clearance has
not been satisfied or waived and the Panel consents to the Offer not
proceeding, lapsing or being withdrawn.
8. If the Panel requires GXO to make an offer or offers for
Wincanton Shares under the provisions of Rule 9 of the Code, GXO may make such
alterations to the Conditions as are necessary to comply with the provisions
of that Rule.
9. Each of the Conditions is to be regarded as a separate
Condition and shall not be limited by reference to any other Condition.
C. Implementation by way of Scheme
1. GXO reserves the right to elect (with the consent of the
Panel) to implement the Acquisition by way of a Scheme as an alternative to
the Offer. In such event, the Scheme will be implemented on substantially
the same terms, so far as applicable, as those which would apply to the Offer,
subject to appropriate amendments including (without limitation and subject to
the consent of the Panel):
(a)
(i) its approval by a majority in number representing
not less than 75 per cent. in value of Wincanton Shareholders (or the relevant
class or classes thereof, if applicable) present and voting (and entitled to
vote), whether in person or by proxy, at the Court Meeting or at any separate
class meeting which may be required, if applicable (or, in either case, any
adjournment thereof); and
(ii) such Court Meeting (and any separate class meeting
which may be required) and any adjournment thereof being held on or before the
22(nd) day after the expected date of the Court Meeting to be set out in the
Scheme Document in due course (or such later date, if any, as GXO may specify
with the agreement of Wincanton or, in a competitive situation, with the
consent of the Panel (and, if required, that the Court may allow));
(b)
(i) all resolutions required to implement the Scheme
being duly passed by the requisite majority or majorities of Wincanton
Shareholders at the Wincanton General Meeting (or any adjournment thereof);
and
(ii) such Wincanton General Meeting and any adjournment
thereof being held on or before the 22(nd) day after the expected date of the
Wincanton General Meeting to be set out in the Scheme Document in due course
(or such later date, if any, as GXO may specify with the agreement of
Wincanton or, in a competitive situation, with the consent of the Panel (and,
if required, that the Court may allow));
(c)
(i) the sanction of the Scheme by the Court (with or
without modification (but subject to any modification being acceptable to GXO
and Wincanton)) and the delivery of a copy of the Scheme Court Order to the
Registrar of Companies; and
(ii) the Scheme Court Hearing being held on or before the
22(nd) day after the expected date of the Scheme Court Hearing to be set out
in the Scheme Document in due course (or such later date, if any, as GXO may
specify with the agreement of Wincanton or, in a competitive situation, with
the consent of the Panel (and, if required, that the Court may allow)).
2. In addition, if the Offer is implemented by was of the
Scheme, the Scheme will be conditional upon the Conditions set out above and,
accordingly, the necessary actions to make the Scheme Effective will not be
taken unless the Conditions set out above have either been waived (if
permitted) or fulfilled.
D. Certain further terms of the Offer
1. Wincanton Shares will be acquired by GXO 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 date of this Announcement
or subsequently attaching or accruing to them, including, without limitation,
voting rights and the right to receive and retain, in full, all dividends and
other distributions (if any) declared, made, paid or payable, or any other
return of capital (whether by reduction of share capital or share premium
account or otherwise) made, on or after the Announcement Date.
2. If any dividend and/or other distribution and/or other
return of capital is declared, made or paid or becomes payable in respect of
the Wincanton Shares on or after the Announcement Date, GXO reserves the right
(without prejudice to any right of GXO to invoke the condition set out in
paragraph 9(b) in Part A of this Appendix 1), to reduce the consideration
payable under the terms of the Acquisition for the Wincanton Shares by an
amount up to the amount of such dividend and/or distribution and/or other
return of capital, in which case any reference in this Announcement or in the
Offer Document 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 and/or distribution and/or other return
of capital is declared, made or paid or is payable and it is: (i) transferred
pursuant to the Acquisition on a basis which entitles GXO 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. Any such reduction
of the cash consideration due under the terms of the Acquisition or other
exercise by GXO of its rights referred to in this paragraph 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.
3. The Acquisition will be subject, inter alia, to the
Conditions and certain further terms which are set out in this Appendix 1 and
those terms which will be set out in the Offer Document and such further terms
as may be required to comply with the Listing Rules and the provisions of the
Code.
4. The availability of the Acquisition to persons not resident
in the United Kingdom may be affected by the laws of the relevant
jurisdiction. Any persons who are subject to the laws of any jurisdiction
other than the United Kingdom should inform themselves about and observe any
applicable requirements. Further information in relation to Overseas
Shareholders will be contained in the Offer Document.
5. 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.
6. This Announcement and any rights or liabilities hereunder,
the Acquisition and any proxies will be governed by the laws of England and
Wales and will be subject to the jurisdiction of the English courts and to the
Conditions and further terms set out in this Appendix 1. The Acquisition will
be 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 2
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:
1.1. 124,543,670 Wincanton Shares in issue on 26 February 2024; plus
1.2. 1,434,908 Wincanton Shares which are expected to be issued following the
exercise and/or vesting of awards under the Wincanton Share Plans assuming the
Acquisition becomes Effective prior to 19 January 2025 net of Wincanton Shares
held in the Wincanton Employee Benefit Trust;
2. the value of the Acquisition of £762 million is based on the
Acquisition Price of 605 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 2);
3. the enterprise value of £764 million (on an IAS 17 basis) and is
calculated by reference to the value of the Acquisition set out in paragraph 2
of this Appendix 2, less reported cash of £20.6 million as at 30 September
2023, plus gross debt of £5.0 million as at 30 September 2023, plus financial
lease liabilities (on an IAS 17 basis) of £17.8 million as at 31 March 2023;
4. the underlying EBITDA of £64.2 million for the twelve-month period
ended 30 September 2023 (on an IAS 17 basis) is calculated by reference to
£112.9 million underlying EBITDA for the twelve-month period ended 30
September 2023 (on an IFRS 16 basis), less the adjustment to frozen GAAP (IFRS
16 to IAS 17) for the twelve-month period ended 31 March 2023 of £48.7
million;
5. the implied enterprise value multiple of approximately:
5.1. 7.0 times underlying EBITDA (on an IAS 17 basis) when factoring in full
annual net run-rate synergies of £45 million (pre-tax) is calculated by
reference to the enterprise value set out in paragraph 3 of this Appendix 2,
divided by Wincanton's underlying EBITDA for the 12-month period ended on 30
September 2023 of £64.2 million (on an IAS 17 basis); plus full annual net
run-rate synergies of £45 million (pre-tax); and
5.2. 11.9 times underlying EBITDA pre-synergies (on an IAS 17 basis) is
calculated by reference to the enterprise value set out in paragraph 3 of this
Appendix 2, divided by Wincanton's underlying EBITDA for the 12-month period
ended on 30 September 2023 of £64.2 million (on an IAS 17 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 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 middle market quotations as derived from information published by the
London Stock Exchange; and
8. unless otherwise stated, all prices for GXO Shares are the closing
middle market quotations as derived from information published by the New York
Stock Exchange.
Appendix 3
DETAILS OF IRREVOCABLE UNDERTAKINGS
Name of Wincanton Shareholder Number of Wincanton Shares in respect of which undertaking is given Percentage of Wincanton's issued share capital (%)
Aberforth Partners LLP (acting in its capacity as a discretionary fund manager 15,287,211 12.3
for clients)
Threadneedle Asset Management Limited 19,329,028 15.5
1. The above named Wincanton Shareholders have given irrevocable
undertakings to accept (or procure the acceptance of) the Offer, or, in the
event the Acquisition is subsequently structured as a Scheme, 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 in accordance with the
procedure set out in the Scheme Document.
2. These irrevocable undertakings cease to be binding:
Aberforth
a. in the case of Aberforth only: (i) if the posting of the Offer Document
or the Scheme Document does not occur within 28 days of this Announcement;
(ii) if GXO announces that it does not intend to make or proceed with the
Acquisition, and no new, revised or replacement Offer or Scheme is announced
in accordance with Rule 2.7 of the Code; (iii) if the Offer lapses or is
withdrawn and no new, revised or replacement Scheme or Offer has been
announced in accordance with Rule 2.7 of the Code; (iv) on the date on which
any person other than GXO or a subsidiary of GXO or any person acting in
concert with GXO announces a competing offer for the entire issued and to be
issued share capital of Wincanton where the value of the consideration
represents, in Aberforth's opinion, a value at any time of more than 695 pence
per Wincanton Share (for the purposes of this paragraph only, a "Higher
Competing Offer") and at any time following such announcement Aberforth
notifies GXO of such opinion or otherwise makes an announcement or
notification that it no longer intends to vote in favour of the Scheme
pursuant to the terms of their irrevocable undertaking pursuant to Rule
2.10(c) of the Code. In determining the value of any Higher Competing Offer,
Aberforth shall be entitled to take into account such matters, circumstances
and factors as they consider, in its sole discretion, appropriate (including,
without limitation, any conditions to, or risks associated with the completion
or implementation of, such offers and where such offers includes any non-cash
consideration, factors other than the then market value, if any, of such
consideration); (v) in respect of any Wincanton Shares which are sold,
transferred or otherwise disposed of (regardless of the identity of the
acquirer) at a price of more than 695 pence per Wincanton Share and in
relation to any sale of Aberforth's Wincanton Shares by Aberforth to GXO (or
anyone acting on its behalf) at any price per Wincanton Share below 695 pence;
(vi) if the Acquisition is implemented by way of a Scheme, on the closing of
the last to occur of (a) the Wincanton General Meeting and (b) the Court
Meeting; (vii) in respect of Aberforth Split Level Income Trust plc, with
effect from 31 May 2024 due to its planned winding up; (viii) to the extent
any Wincanton Shares held by it are the subject of a distribution to an
investor in Aberforth UK Small Companies Fund by means of a redemption in
specie; (ix) in respect of any Wincanton Shares that have been lent to a third
party and which Aberforth is unable to recall, provided it has used its
reasonably endeavours to procure the recall of such Wincanton Shares; or (x)
in respect of any Wincanton Shares that Aberforth is entitled or instructed to
sell following the amendment or termination of any authority under which
Aberforth manages such Wincanton Shares.
Threadneedle
b. in the case of Threadneedle only: (i) if GXO announces that it does not
intend to make or proceed with the Acquisition and no new, revised or
replacement Offer or Scheme is announced in accordance with Rule 2.7 of the
Code; (ii) if the Offer lapses or is withdrawn and no new, revised or
replacement Scheme or Offer has been announced in accordance with Rule 2.7
of the Code; (iii) on the date on which any person other than GXO or a
subsidiary of GXO or any person acting in concert with GXO announces a
competing offer for the entire issued and to be issued share capital of
Wincanton where the value of the consideration is more than 695 pence as at
the date on which such firm intention to make an offer is announced; (iv) in
respect of any Wincanton Shares that Threadneedle is entitled or instructed to
sell following the amendment or termination of any authority under which
Threadneedle manages such Wincanton Shares; or (v) in respect of any Wincanton
Shares that Threadneedle acquires and/or sells which derive from aligning the
portfolios Threadneedle manages as investment manager following redemptions
and/or subscriptions in those portfolios.
Appendix 4
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
Aberforth Aberforth Partners LLP (acting in its capacity as a discretionary fund manager
for clients)
Acceleration Statement a statement in which GXO, in accordance with Rule 31.5 of the Code, brings
forward the latest date by which all of the Conditions to the Offer must be
satisfied or waived
Acceptance Condition the Condition set out in paragraph 1 of Part A of Appendix 1
Acquisition the direct or indirect acquisition of the entire issued and to be issued share
capital of Wincanton to be implemented by way of the Offer or (should GXO so
elect, subject to the consent of the Panel, by way of a Scheme) and, where the
context admits, any subsequent revision, variation, extension or renewal
thereof
Acquisition Price 605 pence per Wincanton Share
Announcement this announcement made in accordance with Rule 2.7 of the Code
Announcement Date 29 February 2024
associate has the meaning given in section 988 of the Companies Act
Authorisations authorisations, orders, recognitions, grants, recognitions, consents,
clearances, determinations, confirmations, certificates, licences, provisions,
permissions, exemptions or approvals, in each case of a Third Party
Board the board of directors of the relevant company
BofA Securities Merrill Lynch International
Bridge Facility has the meaning given to it in paragraph 9 of this Announcement
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
CEVA CEVA Logistics UK Rose Limited, a wholly-owned subsidiary of CEVA Logistics
S.A., itself a subsidiary of CMA CGM S.A.
CEVA Final Offer the cash offer to acquire the entire issued and to be issued share capital of
Wincanton made by CEVA on 19 January 2024 and the increased and final offer
made by CEVA on 26 February 2024
Closing Price the closing middle market price of a Wincanton Share on a particular trading
day as derived from the Daily Official List
Code the City Code on Takeovers and Mergers
Companies Act the Companies Act 2006, as amended from time to time
Conditions the conditions of the Acquisition as set out in Part A of Appendix 1 and to
be set out in the Offer Document
Confidentiality Agreement the confidentiality agreement entered into between Wincanton and GXO on 12
February 2024
Court the High Court of Justice in England and Wales
Court Meeting should the Acquisition be implemented by way of a Scheme, the meeting(s) of
the Wincanton Shareholders to be convened by order of the Court pursuant to
section 896 of the Companies Act for the purpose of consider and, if thought
fit, approving the Scheme (with or without amendment) and any adjournment,
postponement or reconvention thereof
Daily Official List the Daily Official List published by the London Stock Exchange
Day 60 the 60(th) day following the publication of the Offer Document or such other
date as may otherwise be set as being such Day of the timetable of the Offer
in accordance with the Code
Dealing Disclosure an announcement pursuant to Rule 8 of the Code containing details of dealings
in interests in relevant securities of a party to an offer
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 GXO
(or its advisers engaged in connection with the Acquisition) by or on behalf
of Wincanton (or its advisers engaged in connection with the Acquisition); or
(v) orally in meetings and calls by Wincanton management prior to the date of
this Announcement to GXO or GXO's advisers (in their capacity as such)
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 Offer, the Offer having
been declared, or become, wholly unconditional in accordance with the
requirements of the Code; or (ii) if the Acquisition is implemented by way of
a Scheme, the Scheme having become effective pursuant to and in accordance
with its terms
Effective Date the date on which the Acquisition becomes Effective
Enlarged Group the enlarged group comprising the GXO Group and the Wincanton Group following
completion of the Acquisition
FCA the Financial Conduct Authority of the United Kingdom, acting in its capacity
as the competent authority for the purposes of FSMA
FSMA the Financial Services and Markets Act 2000
GFSC the Guernsey Financial Services Commission
Guernsey Insurance Law the Insurance Business (Bailiwick of Guernsey) Law, 2002, as amended
GXO GXO Logistics, Inc.
GXO Directors the directors of GXO
GXO Group GXO and its subsidiary undertakings and, where the context permits, each of
them and member of the GXO Group shall be construed accordingly
Latest Practicable Date 28 February 2024, the last business day prior to the Announcement Date
Listing Rules the rules and regulations made by the FCA under FSMA, and contained in the
publication of the same name
London Stock Exchange London Stock Exchange plc
Long-Stop Date 11.59 p.m. on 29 September 2024 or such later date (if any) as GXO may, with
the consent of Wincanton or with the consent of the Panel, specify
LTIP the 2018 LTIP, the 2020 LTIP and the 2023 LTIP
NSI Act the UK National Security and Investment Act 2021, together with all associated
secondary legislation and regulatory rules
Offer the cash offer to be made by or on behalf of GXO to acquire the Wincanton
Shares on the terms and subject to the conditions set out in the Offer
Document, including where the context so requires, any subsequent revision,
variation, extension or renewal of such offer
Offer Document the offer document to be sent to (among others) Wincanton Shareholders
containing and setting out, among other things, the full terms and conditions
of the Offer
Offer Period the offer period (as defined in the Code) relating to Wincanton
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 who are not resident in, or nationals or citizens of,
the United Kingdom
Panel the Panel on Takeovers and Mergers
Pension Scheme the Wincanton Pension Scheme
Registrar of Companies the Registrar of Companies in England and Wales
Regulatory Information Service any information service authorised from time to time by the FCA for the
purpose of disseminating regulatory announcements
relevant securities relevant securities (as defined in the Code) of Wincanton
Restricted Jurisdiction any jurisdiction where local laws or regulations 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
Rothschild & Co N.M. Rothschild & Sons Limited
Scheme should the Acquisition be implemented by way of a scheme of arrangement under
Part 26 of the Companies Act, such scheme of arrangement between Wincanton and
the Wincanton Shareholders to implement the Acquisition with or subject to any
modification, addition or condition approved or imposed by the Court
Scheme Court Hearing should the Acquisition be implemented by way of a Scheme, the hearing of the
Court to sanction the Scheme under section 899 of the Companies Act
Scheme Court Order should the Acquisition be implemented by way of a Scheme, the order of the
Court sanctioning the Scheme under section 899 of the Companies Act
Scheme Document should the Acquisition be implemented by way of a Scheme, the document to be
dispatched to Wincanton Shareholder including the particulars required by
section 897 of the Companies Act
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
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
Threadneedle Threadneedle Asset Management Limited
Unconditional Date Day 60 or such earlier date specified by GXO in the Offer Document or any
Acceleration Statement unless, where permitted, it has withdrawn that
statement
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
UK Market Abuse Regulation assimilated Regulation (EU) 596 / 2014 of the European Parliament and of the
Council of 16 April 2014 on market abuse, as it forms part of the law of the
United Kingdom by virtue 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))
United States of America, 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 the US Securities Exchange Act of 1934 as amended, and the rules and
regulations promulgated thereunder
Wider GXO Group GXO and its subsidiary undertakings, associated undertakings and any other
body corporate, partnership, joint venture or person in which GXO and/or such
undertakings (aggregating their interests) have a Significant Interest and
member of the Wider GXO 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 General Meeting should the Acquisition be implemented by way of a Scheme, the general meeting
of the Wincanton Shareholders (and any adjournment thereof) to be convened for
the purpose of considering and, if thought fit, approving the shareholder
resolutions necessary to enable Wincanton to implement the Scheme
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 Plans the LTIP, the DSBP and the SIP
Wincanton Shareholders or Shareholders the registered holders of Wincanton Shares from time to time
Wincanton Shares ordinary shares of 10 pence each in the capital of Wincanton and includes:
(i) the existing unconditionally allotted or issued and fully
paid ordinary shares of 10 pence each in the capital of Wincanton; and
(ii) any further ordinary shares of 10 pence each in the capital
of Wincanton which are unconditionally allotted or issued and fully paid
before the date on which the Offer closes or before such earlier date as GXO
(subject to the Code) may determine not being earlier than the date on which
the Offer becomes or is declared unconditional, but excludes any shares held
as treasury shares on such date as GXO may determine before the date on which
the Offer closes (which may be a different date to the date referred to in
(ii))
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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