REG - Wincanton PLC - Publication of Scheme Document

WincantonAnnouncement

15/02/2024 07:00

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RNS Number : 1971D  Wincanton PLC  15 February 2024

 

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

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

FOR IMMEDIATE RELEASE

            15 February 2024

 

Recommended Cash Acquisition

of

Wincanton plc ("Wincanton")

by

CEVA Logistics UK Rose Limited ("Bidco")

(a wholly-owned subsidiary of CEVA Logistics S.A. ("CEVA"), itself a
subsidiary of CMA CGM S.A. ("CMA CGM"))

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

 

PUBLICATION OF SCHEME DOCUMENT AND EXPECTED TIMETABLE OF PRINCIPAL EVENTS

On 19 January 2024, the boards of directors of Wincanton and Bidco, a
wholly-owned subsidiary of CEVA (itself a subsidiary of CMA CGM), announced
that they had reached agreement on the terms and conditions of a recommended
cash acquisition of the entire issued and to be issued ordinary share capital
of Wincanton by Bidco (the "Acquisition"). The Acquisition is to be effected
by means of a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme").

Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Scheme Document (as defined below).
All references to times in this announcement are to London, United Kingdom
times unless stated otherwise.

Publication of the Scheme Document

Wincanton is pleased to announce that a circular in relation to the Scheme
(the "Scheme Document") has been published today, setting out (among other
things) a letter from the Chair of Wincanton, an explanatory statement
pursuant to section 897 of the Companies Act 2006, the full terms and
conditions of the Acquisition, an expected timetable of principal events,
notices of the Scheme Meeting and the General Meeting and details of the
actions to be taken by Wincanton Shareholders, together with the related Forms
of Proxy for the Scheme Meeting and the General Meeting.

The Scheme Document is being made available free of charge, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
Wincanton's website at https://www.wincanton.co.uk/investors/
(https://www.wincanton.co.uk/investors/) and on Bidco's website at
https://investors.cmacgm-group.com/home
(https://investors.cmacgm-group.com/home) .

Hard copies of the Scheme Document (or, depending on Wincanton Shareholders'
communication preferences, a letter or email giving details of the website
where the Scheme Document may be accessed) and Forms of Proxy for the Scheme
Meeting and the General Meeting will be sent to Wincanton Shareholders, and,
for information only, to persons with information rights and participants in
the Wincanton Share Plans.

Notices of the Scheme Meeting and General Meeting and action required

As described in the Scheme Document, to become effective the Scheme will
require, amongst other things, the approval of the Scheme at the Scheme
Meeting by a majority in number of those Scheme Shareholders present and
voting (and entitled to vote) in person or by proxy at the Scheme Meeting,
representing 75 per cent. or more in value of the Scheme Shares voted by such
Scheme Shareholders; that the requisite majority of Wincanton Shareholders
approve the Special Resolution at the General Meeting; and the subsequent
sanction of the Scheme by the Court. The Scheme is also subject to the
satisfaction or waiver (where applicable) of the other Conditions and further
terms that are set out in the Scheme Document.

Notices of the Scheme Meeting and the General Meeting, each of which will be
held at Herbert Smith Freehills LLP, Exchange House, Primrose Street, London
EC2A 2EG on 13 March 2024, are set out in the Scheme Document. The Scheme
Meeting will start at 3:00 p.m. on that date, and the General Meeting will
commence at 3:15 p.m. or as soon thereafter as the Scheme Meeting concludes or
is adjourned.

Any changes to the arrangements for the Scheme Meeting and the General Meeting
will be communicated to Scheme Shareholders and Wincanton Shareholders before
the Meetings, through Wincanton's website at
https://www.wincanton.co.uk/investors/
(https://www.wincanton.co.uk/investors/) and by announcement through a
Regulatory Information Service.

It is important that, for the Scheme Meeting in particular, as many votes as
possible are cast so that the Court may be satisfied that there is a fair
representation of shareholder opinion. Whether or not you intend to attend,
speak and/or vote at the Scheme Meeting and the General Meeting, you are
strongly encouraged to submit proxy appointments and instructions for the
Scheme Meeting and the General Meeting as soon as possible, using any of the
methods set out in the Scheme Document, to ensure your vote is recorded.
Scheme Shareholders and Wincanton Shareholders are strongly encouraged to
appoint "the Chair of the meeting" as their proxy.

Recommendation

The Wincanton Directors, who have been so advised by HSBC as to the financial
terms of the Acquisition, consider the terms of the Acquisition to be fair and
reasonable. In providing their advice to the Wincanton Directors, HSBC has
taken into account the commercial assessments of the Wincanton Directors. HSBC
is providing independent financial advice to the Wincanton Directors for the
purposes of Rule 3 of the Code.

Accordingly, the Wincanton Directors recommend unanimously that Wincanton
Shareholders vote in favour of the Scheme at the Scheme Meeting and the
Special Resolution proposed at the General Meeting, as those Wincanton
Directors who are interested in Wincanton Shares have irrevocably undertaken
to do in respect of their own holdings of Wincanton Shares.

Wincanton Shareholders should carefully read the Scheme Document in its
entirety before making a decision with respect to the Scheme.

Update on Conditions and expected timetable of principal events

Bidco is pleased to confirm: (i) that the Competition and Markets Authority
has responded to a briefing paper in writing confirming that it requires no
further information in relation to the Acquisition at this stage (and has not
otherwise opened a merger investigation or implied that it is still
investigating whether to open a merger investigation); and (ii) the Irish
merger control authority, the CCPC, has confirmed in writing that it has
approved the Acquisition.

The Scheme Document contains an expected timetable of principal events
relating to the Scheme, which is also set out in the Appendix to this
announcement. Subject to: the approval of the requisite majority of Scheme
Shareholders at the Scheme Meeting, the approval of the requisite majority of
Wincanton Shareholders at the General Meeting and, provided that the CMA has
not opened a merger investigation or implied that it is still investigating
whether to open a merger investigation by the proposed date of the Court
Sanction Hearing (set out below), all other Conditions being satisfied or
waived and the sanction of the Court, the Scheme is now expected to become
effective on or around 28 March 2024.

If the Scheme is sanctioned as outlined above, it is expected that the last
day of dealings in, and registration of transfers of, Wincanton Shares on the
Main Market of the London Stock Exchange will be 27 March 2024 and no
transfers shall be registered after 6:00 p.m. on that date. Following this, it
is expected that Wincanton Shares will be suspended from trading on the Main
Market by 7:30 a.m. on 28 March 2024. It is intended that, prior to the
Effective Date, applications will be made to the London Stock Exchange for
Wincanton Shares to cease to be admitted to trading on the Main Market and for
Wincanton to be de-listed from the Official List, to take effect shortly
following the Effective Date.

It is also proposed that Wincanton shall be re-registered as a private limited
company and for this to take effect as soon as practicable on or following the
Effective Date.

The dates and times given in the expected timetable are indicative only and
are based on Wincanton's and Bidco's current expectations and may be subject
to change (including as a result of changes to the regulatory timetable). If
any of the expected times and/or dates change, the revised times and/or dates
will be notified to Wincanton Shareholders by announcement through the
Regulatory Information Service of the London Stock Exchange, with such
announcement being made available on Wincanton's website at
https://www.wincanton.co.uk/investors/
(https://www.wincanton.co.uk/investors/) .

Wincanton Share Plans

Participants in the Wincanton Share Plans will be contacted separately shortly
regarding the effect of the Scheme on their rights under the Wincanton Share
Plans and with the details of the arrangements applicable to them. A summary
of the effect of the Scheme on outstanding awards and options under the
Wincanton Share Plans is set out in the Scheme Document.

Shareholder Helpline

If you have any questions about the Scheme Document, the Scheme Meeting or the
General Meeting, or are in any doubt as to how to complete the Forms of Proxy
or to submit your proxies electronically or online, please contact Wincanton's
registrars, Equiniti, by calling the Shareholder Helpline between 8:30 a.m.
and 5:30 p.m. Monday to Friday (except public holidays in England and Wales)
on +44 (0)371 384 2288. For deaf and speech impaired shareholders, we welcome
calls via Relay UK. Please see www.relayuk.bt.com for more information. Calls
are charged at the standard geographical rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable international
rate. Please note that Equiniti cannot provide any financial, legal or tax
advice and calls may be recorded and monitored for security and training
purposes.

 

Enquiries

 

 Wincanton                                                                   +44 12 4971 0000

 James Wroath, Chief Executive Officer

 Tom Hinton, Chief Financial Officer

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

 Anthony Parsons

 Christopher Fincken

 Charles-Antoine de Chatillon

 Joe Weaving

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

 Mark Lander

 George Price

 Stuart Ord

 UBS (Joint Financial Adviser to Wincanton)                                  +44 20 7567 8000

 Sandip Dhillon

 Arnould Fremy

 Hew Glyn Davies

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

 Susanna Voyle

 Henry Wallers

 CMA CGM and CEVA                                                            +33 488 91 90 00

 Ramon Fernandez

 Damien Denizot

 Olivier Storch

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

 Adrian Doyle

 Stuart Wright

 Louis Petracco

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

 Anne-France Malrieu

 Leslie Jung-Isenwater

Herbert Smith Freehills LLP is acting as legal adviser to Wincanton.

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

 

IMPORTANT NOTICES

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

HSBC Bank plc ("HSBC"), which is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the Financial Conduct
Authority and the Prudential Regulation Authority, is acting as financial
adviser to Wincanton and no one else in connection with the matters described
in this Announcement and will not be responsible to anyone other than
Wincanton for providing the protections afforded to clients of HSBC, or for
providing advice in connection with the matters referred to herein. Neither
HSBC nor any of its group undertakings or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of HSBC in connection with this Announcement or any matter referred to
herein.

Numis Securities Limited (trading for these purposes as Deutsche Numis)
("Deutsche Numis"), which is authorised and regulated in the United Kingdom by
the Financial Conduct Authority, is acting as exclusively for Wincanton and no
one else in connection with the matters described in this Announcement and
will not be responsible to anyone other than Wincanton for providing the
protections afforded to clients of Deutsche Numis, or for providing advice in
connection with the matters referred to herein. Neither Deutsche Numis nor any
of its group undertakings or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of
Deutsche Numis in connection with this Announcement or any matter referred to
herein.

UBS AG London Branch ("UBS") is authorised and regulated by the Financial
Market Supervisory Authority in Switzerland. It is authorised by the
Prudential Regulation Authority and subject to regulation by the Financial
Conduct Authority and limited regulation by the Prudential Regulation
Authority in the United Kingdom. UBS is acting exclusively as financial
adviser to Wincanton and no one else in connection with the matters described
in this Announcement. In connection with such matters, UBS, its affiliates and
their respective directors, officers, employees and agents will not regard any
other person as their client, nor will they be responsible to any other person
for providing the protections afforded to their clients or for providing
advice in relation to this Announcement or any matter referred to herein.

Further information

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

This Announcement has been prepared for the purpose of complying with English
law, the Code, the Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules and the information disclosed may not be the same as that
which would have been disclosed if this Announcement had been prepared in
accordance with the laws of other jurisdictions.

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

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

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

This Announcement contains inside information in relation to Wincanton for the
purposes of Article 7 of the Market Abuse Regulation. Upon publication of this
Announcement, this information is now considered to be in the public domain.
The person responsible for arranging for the release of this Announcement on
behalf of Wincanton is Lyn Colloff, Company Secretary.

If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under FSMA if you are
resident in the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.

Overseas Shareholders

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

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

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

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

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

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

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

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

In accordance with the Code, normal United Kingdom market practice and Rule
14e-5(b) of the US Exchange Act, Morgan Stanley, HSBC, Deutsche Numis and UBS
and their respective affiliates may continue to act as exempt principal
traders in Wincanton securities on the London Stock Exchange. These purchases
and activities by exempt principal traders which are required to be made
public in the United Kingdom pursuant to the Code will be reported to a
Regulatory Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com
(http://www.londonstockexchange.com) . This information will also be publicly
disclosed in the United States to the extent that such information is made
public in the United Kingdom.

Forward-looking statements

This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition and other
information published by Bidco and Wincanton contain statements about Bidco
and the Wincanton Group that are, or may be, forward-looking statements. These
statements are based on the current expectations of the management of Bidco
and/or Wincanton and are naturally subject to uncertainty and changes in
circumstances which could cause actual results to differ materially from the
future results expressed or implied by the forward-looking statements. All
statements, including the expected timing and scope of the Acquisition, other
than statements of historical facts included in this Announcement, may be
forward-looking statements. Without limitation, any statements preceded or
followed by or that include the words "targets", "plans", "believes",
"expects", "aims", "intends", "will", "may", "should", "would", "could",
"anticipates", "estimates", "projects", "strategy" or words or terms of
similar substance or the negative thereof are forward-looking statements.
Forward-looking statements may include statements relating to the following:
(i) future capital expenditures, expenses, revenues, earnings, synergies,
economic performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management strategies and the
expansion and growth of Bidco's or the Wincanton Group's operations and
potential synergies resulting from the Acquisition; and (iii) the effects of
global economic conditions and government regulation on Bidco's or the
Wincanton Group's business.

Although Bidco and Wincanton believe that the expectations reflected in such
forward-looking statements are reasonable, such expectations are not
guarantees of future performance. By their nature, because they relate to
events and depend on circumstances that will occur in the future, such
forward-looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key
assumptions. Many factors could cause actual results and developments to
differ materially from those projected or implied in any forward-looking
statements. These factors include, but are not limited to, the satisfaction of
the Conditions, as well as additional factors, such as changes in political
and economic conditions, changes in the level of capital investment, retention
of key employees, changes in customer habits, success of business and
operating initiatives and restructuring objectives, impact of any acquisitions
or similar transactions, changes in clients' strategies and stability,
competitive product and pricing measures, changes in the regulatory
environment, fluctuations or interest and exchange rates and the outcome of
any litigation. Other unknown or unpredictable factors could cause actual
results to differ materially from those in the forward-looking statements. Due
to such uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements (which speak only as of the date
hereof) and neither Bidco nor any member of the Wincanton Group (nor any of
their respective directors, officers, employees or advisers) provides any
representation, assurance or guarantee that the occurrence of the events
expressed or implied by the forward-looking statements will actually occur.
Further, other than in accordance with their legal and regulatory obligations,
Bidco and each member of the Wincanton Group disclaims any obligation to
update publicly or revise any forward-looking or other statements contained
herein, whether as a result of new information, future events or otherwise,
except as required by applicable law.

All subsequent oral or written forward-looking statements attributable to any
member of the Wider Bidco Group or Wider Wincanton Group, or any of their
respective directors, officers, employees or advisers, are expressly qualified
in their entirety by the cautionary statement above.

No profit forecasts, profit estimates or quantified benefits statements

No statement in this Announcement is intended as a profit forecast, profit
estimate or quantified benefits statement for any period and no statement in
this Announcement should be interpreted to mean that earnings or earnings per
share for Wincanton for the current or future financial years would
necessarily match or exceed the historical published earnings or earnings per
share for Wincanton.

Dealing and Opening Position Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, (https://www.thetakeoverpanel.org.uk/) including
details of the number of relevant securities in issue, when the offer period
commenced and when any offeror was first identified. You should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any
doubt as to whether you are required to make an Opening Position Disclosure or
a Dealing Disclosure.

Information relating to Wincanton Shareholders

Please be aware that addresses, electronic addresses and certain other
information provided by Wincanton Shareholders, persons with information
rights and other relevant persons for the receipt of communications from
Wincanton may be provided to Bidco during the Offer Period as required under
Section 4 of Appendix 4 to the Code to comply with Rule 2.11(c) of the Code.

Publication on website and hard copies

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

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

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 2288 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.

 

 

 

 

Appendix: Expected timetable of principal events

 

The following indicative timetable is based on Wincanton's and Bidco's current
expected dates for the implementation of the Scheme and is subject to change.
If any of the dates and/or times in this expected timetable change, the
revised dates and/or times will be notified to Wincanton Shareholders by
announcement through the Regulatory Information Service of the London Stock
Exchange, with such announcement being made available on Wincanton's website
at https://www.wincanton.co.uk/investors/
(https://www.wincanton.co.uk/investors/) . Unless otherwise stated, all times
set out below are London times.

 Event                                                                          Time and/or date((1))
 Publication of this Document                                                   15 February 2024
 Latest time for lodging Forms of Proxy for the:
 Scheme Meeting ((BLUE) Form of Proxy)                                          3:00 p.m. on 11 March 2024 ((2))
 General Meeting ((YELLOW) Form of Proxy)                                       3:15 p.m. on 11 March 2024 ((3))
 Voting Record Time                                                             6:30 p.m. on 11 March 2024 ((4))
 Scheme Meeting                                                                 3:00 p.m. on 13 March 2024
 General Meeting                                                                3:15 p.m. on 13 March 2024((5))
 The following dates and times associated with the Scheme are subject to change
 and will depend on, among other things, the date on which: (i) the Conditions
 to the Scheme are satisfied or, if capable of waiver, waived; (ii) the Court
 sanctions the Scheme; and (iii) the Court Order sanctioning the Scheme is
 delivered to the Registrar of Companies. As at the date of this Document: (i)
 the CMA has responded to a briefing paper in writing confirming that it
 requires no further information in relation to the Acquisition at this stage
 (and has not otherwise opened a merger investigation or implied that it is
 still investigating whether to open a merger investigation); and (ii) the CCPC
 has confirmed in writing that it has approved the Acquisition. Provided that
 the CMA has not opened a merger investigation or implied that it is still
 investigating whether to open a merger investigation by the proposed date of
 the Court Sanction Hearing (set out below) and all other Conditions (with the
 exception of the sanction of the Scheme by the Court pursuant to the Condition
 at paragraph 2.3(i) of Part A of Part III (Conditions to the Implementation of
 the Scheme and to the Acquisition) are satisfied or waived, Bidco and
 Wincanton propose to proceed with the following dates and times. Wincanton
 will give adequate notice of any changes to these dates and times, when known,
 by issuing an announcement through a Regulatory Information Service, with such
 announcement being made available on Wincanton's website at
 https://www.wincanton.co.uk/investors/
 (https://www.wincanton.co.uk/investors/) . Further updates and changes to
 these times will be notified in the same way. See also note (1).
 Court Sanction Hearing                                                         26 March 2024
 Last day for dealings in, and for the registration of transfers of, Wincanton  27 March 2024
 Shares
 Scheme Record Time                                                             6:00 p.m. on 27 March 2024
 Disablement of CREST in respect of Wincanton Shares                            6:00 p.m. on 27 March 2024
 Suspension of listing of, and dealings in, Wincanton Shares                    by 7:30 a.m. on 28 March 2024
 Effective Date of the Scheme                                                   28 March 2024
 Cancellation of listing and admission to trading of Wincanton Shares           by 7:30 a.m. on 2 April 2024
 Latest date for despatch of cheques and crediting of CREST accounts for cash   11 April 2024
 consideration due under the Scheme
 Long Stop Date((6))                                                            19 January 2025

 

(1)   The dates and times given are indicative only and are based on current
expectations and are subject to change (including as a result of changes to
the regulatory timetable).

 

References to times are to London, United Kingdom time unless otherwise
stated. If any of the times and/or dates above change, the revised times
and/or dates will be notified to Wincanton Shareholders by announcement
through a Regulatory Information Service and, if required by the Panel, notice
of the change(s) will be sent to Wincanton Shareholders and other persons with
information rights.

 

Participants in the Wincanton Share Plans will be contacted separately to
inform them of the effect of the Scheme on their rights under the Wincanton
Share Plans, including details of any appropriate proposals being made and
dates and times relevant to them.

 

(2)   It is requested that the BLUE Form of Proxy for the Scheme Meeting be
lodged not later than 48 hours prior to the time appointed for the Scheme
Meeting or, if the Scheme Meeting is adjourned, 48 hours prior to the time
fixed for any adjourned Scheme Meeting (excluding any part of such 48 hour
period falling on a day that is not a working day). If the BLUE Form of Proxy
for the Scheme Meeting is not lodged by 3:00 p.m. on 11 March 2024, it may be:
(i) scanned and emailed to Equiniti at the following email address:
proxyvotes@equiniti.com; or (ii) presented in person to the Equiniti
representative who will be present at the Scheme Meeting, any time prior to
the commencement of the Scheme Meeting (or any adjournment thereof).

 

(3)   In order to be valid, the YELLOW Form of Proxy for the General Meeting
must be lodged not later than 3:15 p.m. on 11 March 2024 or, if the General
Meeting is adjourned, 48 hours prior to the time fixed for the adjourned
General Meeting (excluding any part of such 48 hour period falling on a day
that is not a working day). The YELLOW Form of Proxy cannot be presented in
person to the Equiniti representative at the General Meeting and will be
invalid if submitted after the deadline.

 

(4)   If either the Scheme Meeting or the General Meeting is adjourned, the
Voting Record Time for the relevant adjourned meeting will be 6:30 p.m. on the
day which is two Business Days prior to the date of the adjourned Meeting.

 

(5)   To commence at 3:15 p.m. or, if later, as soon thereafter as the
Scheme Meeting concludes or is adjourned.

 

(6)   This is the latest date by which the Scheme may become Effective.
However, the Long Stop Date may be extended to such later date (if any) as
Bidco and Wincanton may agree in writing and (if required) the Panel and the
Court may approve or if the Panel requires an extension to the Long Stop Date
pending final determination of an issue under section 3(g) of Appendix 7 of
the Code.

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