REG - Wincanton PLC - Statement regarding possible competing offer

WincantonAnnouncement

26/02/2024 07:15

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RNS Number : 4142E  Wincanton PLC  26 February 2024

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

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "TAKEOVER CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A
FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE TAKEOVER CODE. THERE CAN
BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH
ANY FIRM OFFER MIGHT BE MADE.

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

26 February 2024

 

WINCANTON PLC

("Wincanton" or the "Company")

STATEMENT REGARDING POSSIBLE COMPETING OFFER

The Board of Wincanton has received an approach from a potential competing
bidder and is complying fully with its obligations under Rule 21.3 of the
Takeover Code in providing access to due diligence information in order to
enable that potential competing bidder to evaluate a possible offer for the
Company.

Although the potential competing bidder has indicated that it is considering
making a proposal, as of the date of this announcement, it has not provided
the Board of Wincanton with any formal proposal relating to a possible offer,
including as to terms or price. If any such proposal is provided by the
potential competing bidder, the Board of Wincanton will carefully consider its
terms, in conjunction with its advisers.

There can be no certainty that an offer by the potential competing bidder will
be made for the Company, nor as to the terms on which any offer might be made.
Accordingly, shareholders are advised to take no action at this time with
regard to the approach by the potential competing bidder.

The Wincanton Directors continue to recommend unanimously to Wincanton
shareholders the increased and final cash offer by CEVA Logistics UK Rose
Limited, a wholly-owned subsidiary of CEVA Logistics S.A., itself a subsidiary
of CMA CGM S.A., announced today. That recommendation has not been withdrawn,
qualified or modified.

In accordance with Section 4(c) of Appendix 7 of the Takeover Code, the Panel
on Takeovers and Mergers will announce the deadline by which the potential
competing bidder must clarify its position in relation to Wincanton.

A further announcement will be made as appropriate.

This announcement has been made without the consent of the potential competing
bidder.

 

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)  +44 20 7991 8888

 Anthony Parsons

 Christopher Fincken

 Charles-Antoine de Chatillon

 Joe Weaving

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

 Mark Lander

 George Price

 Stuart Ord

 UBS (Joint Financial Adviser)                                             +44 20 7567 8000

 Sandip Dhillon

 Arnould Fremy

 Hew Glyn Davies

 Headland (PR Adviser)                                                     +44 20 3805 4822

 Susanna Voyle

 Henry Wallers

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

 

Important Notices

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

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

UBS AG London Branch ("UBS") is authorised and regulated by the Financial
Market Supervisory Authority in Switzerland. It is authorised by the
Prudential Regulation Authority and subject to regulation by the Financial
Conduct Authority and limited regulation by the Prudential Regulation
Authority in the United Kingdom. UBS is acting exclusively as financial
adviser to Wincanton and no one else in connection with the matters described
in this announcement. In connection with such matters, UBS, its affiliates and
their respective directors, officers, employees and agents will not regard any
other person as their client, nor will they be responsible to any other person
for providing the protections afforded to their clients or for providing
advice in relation to this announcement or any 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 any offer, invitation or the solicitation
of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of, any securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to this announcement or otherwise. In particular, this
announcement is not an offer of securities for sale into the United States. No
offer of securities shall be made in the United States absent registration
under the Securities Act of 1933, as amended, or pursuant to an exemption
from, or in a transaction not subject to, such registration requirements. Any
offer will be made solely by certain offer documentation which will contain
the full terms and conditions of any offer, including details of how it may be
accepted.

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. Any failure to
comply with the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction.

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.

Publication of this announcement

In accordance with Rule 26.1 of the Takeover Code, a copy of the announcement
will be available on Wincanton's website at https://www.wincanton.co.uk/
(https://www.wincanton.co.uk/) by no later than 12 noon (London time) on the
business day following the date of this announcement. The content of the
website referred to in this announcement is not incorporated into, and does
not form part of, this announcement.

Inside information

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.

Disclosure requirements of the Takeover Code

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

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

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

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

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

Certain statements in this announcement are forward looking and so involve
risk and uncertainty because they relate to events, and depend upon
circumstances that will occur in the future and therefore results and
developments can differ materially from those anticipated. The forward looking
statements reflect knowledge and information available at the date of
preparation of this announcement and Wincanton undertakes no obligation to
update these forward-looking statements.

 

 

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