TIDMWIN
RNS Number : 8105A
CEVA Logistics UK Rose Limited
24 January 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
24 January 2024
Disclosure under Rule 2.10 of the Code in respect of the
RECOMMED CASH OFFER
for
WINCANTON PLC
by
CEVA LOGISTICS UK ROSE LIMITED
which is a company indirectly controlled by
CMA CGM and its affiliates
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
On 19 January 2024, the boards of directors of Wincanton plc
("Wincanton") and CEVA Logistics UK Rose Limited ("Bidco"), a
wholly-owned subsidiary of CEVA Logistics S.A. ("CEVA"), itself a
subsidiary of CMA CGM S.A. ("CMA CGM"), made an announcement
pursuant to Rule 2.7 of the Code (the "Rule 2.7 Announcement") that
they had reached agreement on the terms and conditions of a
recommended cash offer for the entire issued and to be issued
ordinary share capital of Wincanton by Bidco (the "Acquisition"),
to be implemented by means of a scheme of arrangement under Part 26
of the Companies Act 2006 (the "Scheme").
Capitalised terms used in this announcement (the
"Announcement"), unless otherwise defined, shall have the meanings
given to them in the Rule 2.7 Announcement.
Update on letter of intent given by Schroders Investment
Management Limited
As set out in the Rule 2.7 Announcement, on 18 January 2024,
Bidco received a letter of intent from Schroders Investment
Management Limited ("Schroders") to vote (or to procure the vote)
in favour of the Scheme at the Court Meeting and the Resolutions to
be proposed at the General Meeting (or, in the event that the
Acquisition is to be effected by way of a Takeover Offer, to accept
(or procure the acceptance of) such Takeover Offer) in respect of
5,522,188 Wincanton Shares and representing approximately 4.43 per
cent of the issued share capital of Wincanton as at 18 January 2024
(being the last Business Day prior to the date of the Rule 2.7
Announcement).
Bidco hereby announces that it was advised by Schroders on 23
January 2024 that Schroders has since disposed of 316,221 Wincanton
Shares.
The letter of intent from Schroders now represents the
following:
Name of Wincanton Shareholder Number of Wincanton Shares in Percentage of Wincanton's issued
respect of which the letter of share capital (%)
intent is given
Schroders Investment Management
Limited 5,205,967 4.18
------------------------------------- --------------------------------------
In total, therefore, Bidco has received letters of intent to
vote (or to procure the vote) in favour of the Scheme at the Court
Meeting and the Resolutions to be proposed at the General Meeting
(or, in the event that the Acquisition is to be effected by way of
a Takeover Offer, to accept (or procure the acceptance of) such
Takeover Offer) in respect of, in aggregate, 8,367,010 Wincanton
Shares and representing approximately 6.72 per cent. of the issued
share capital of Wincanton as at 23 January 2024 (being the last
Business Day prior to the date of this Announcement).
Enquiries:
Wincanton
James Wroath, Chief Executive Officer
Tom Hinton, Chief Financial Officer +44 12 4971 0000
HSBC (Lead Financial Adviser, Rule 3 Adviser and Joint Corporate Broker to Wincanton)
Anthony Parsons
Adam Miller
Christopher Fincken
Charles-Antoine de Chatillon +44 20 7991 8888
Deutsche Numis (Financial Adviser and Joint Corporate Broker to Wincanton)
Mark Lander
George Price
Stuart Ord +44 20 7260 1000
Headland (PR Adviser to Wincanton)
Susanna Voyle
Henry Wallers +44 20 3805 4822
CMA CGM and CEVA
Ramon Fernandez
Damien Denizot
Olivier Storch +33 488 91 90 00
Morgan Stanley (Financial Adviser to CMA CGM, CEVA and Bidco)
Adrian Doyle
Stuart Wright
Louis Petracco +44 20 7425 8000
Important notices
Morgan Stanley & Co. International plc ("Morgan Stanley")
which is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the UK is acting as financial adviser
exclusively for CMA CGM, CEVA and Bidco and no one else in
connection with the matters set out in this Announcement. In
connection with such matters, Morgan Stanley, its affiliates and
their respective directors, officers, employees and agents will not
regard any other person as their client, nor will they be
responsible to any other person for providing the protections
afforded to their clients or for providing advice in connection
with the contents of this Announcement or any other matter referred
to herein.
HSBC Bank plc ("HSBC"), which is authorised by the Prudential
Regulation Authority and regulated in the United Kingdom by the
Financial Conduct Authority and the Prudential Regulation
Authority, is acting as financial adviser to Wincanton and no one
else in connection with the matters described in this Announcement
and will not be responsible to anyone other than Wincanton for
providing the protections afforded to clients of HSBC, or for
providing advice in connection with the matters referred to herein.
Neither HSBC nor any of its group undertakings or affiliates owes
or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of HSBC in
connection with this Announcement or any matter referred to
herein.
Numis Securities Limited (trading for these purposes as Deutsche
Numis) ("Deutsche Numis"), which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting as
exclusively for Wincanton and no one else in connection with the
matters described in this Announcement and will not be responsible
to anyone other than Wincanton for providing the protections
afforded to clients of Deutsche Numis, or for providing advice in
connection with the matters referred to herein. Neither Deutsche
Numis nor any of its group undertakings or affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Deutsche Numis in
connection with this Announcement or any matter referred to
herein.
Further information
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer to
sell or an invitation to purchase any securities or the
solicitation of an offer to buy, otherwise acquire, subscribe for,
sell or otherwise dispose of any securities, 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 to be published
and posted to Wincanton Shareholders 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 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 other
jurisdictions.
Wincanton and Bidco urge Wincanton Shareholders to read the
Scheme Document, when published, because it contains important
information relating to the Acquisition. Any decision to vote in
respect of the resolutions to be proposed at the Court Meeting and
the General Meeting should be based on 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 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.
Overseas Shareholders
The release, publication or distribution of this Announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to the laws of
other jurisdictions should inform themselves of, and observe, any
applicable requirements. Further details in relation to Overseas
Shareholders will be contained in the Scheme Document. Any failure
to comply with the applicable restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
The Acquisition relates to shares of an English company and is
proposed to be effected by means of a scheme of arrangement under
the laws of England and Wales. Neither the US proxy solicitation
rules nor the tender offer rules under the US Exchange Act apply to
the Acquisition. Accordingly, the Acquisition is subject to the
disclosure requirements, rules and practices applicable in the
United Kingdom to schemes of arrangement, which differ from the
requirements of US proxy solicitation or tender offer rules.
However, if Bidco were to elect to implement the Acquisition by
means of a Takeover Offer, such Takeover Offer would be made in
compliance with all applicable laws and regulations, including
Section 14(e) of the US Exchange Act and Regulation 14E thereunder.
Such a Takeover Offer would be made in the United States by Bidco
and no one else. In addition to any such Takeover Offer, Bidco,
certain affiliated companies and the nominees or brokers (acting as
agents) of Bidco may make certain purchases of, or arrangements to
purchase, shares in Wincanton outside such Takeover Offer during
the period in which such Takeover Offer would remain open for
acceptance. If such purchases or arrangements to purchase were to
be made, they would be made outside the United States and would
comply with applicable law, including the US Exchange Act.
None of the securities referred to in this Announcement have
been approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any other US regulatory authority, nor have such authorities passed
upon or determined the adequacy or accuracy of the information
contained in this Announcement. Any representation to the contrary
is a criminal offence in the United States.
Wincanton's financial statements, and all financial information
that is included in this Announcement, or that may be included in
the Scheme Document, have been prepared in accordance with
accounting standards applicable in the United Kingdom and may not
be comparable to financial statements of companies in the United
States or other companies whose financial statements are prepared
in accordance with generally accepted accounting principles in the
United States.
It may be difficult for United States holders of Wincanton
Shares to enforce their rights and any claim arising out of the
United States federal laws, since Bidco and Wincanton are located
in a non-United States jurisdiction, and some or all of their
officers and directors may be residents of a non-United States
jurisdiction. United States holders of Wincanton Shares may not be
able to sue a non-United States company or its officers or
directors in a non-United States court for violations of the United
States securities laws. Further, it may be difficult to compel a
non-United States company and its affiliates to subject themselves
to a United States court's judgement.
Unless otherwise determined by Bidco or required by the Code and
permitted by applicable law and regulation, the Acquisition will
not be made available, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction and no person may vote, or procure the vote, in
favour of the Scheme and the Acquisition by any such use, means,
instrumentality or from within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the
laws of that jurisdiction. Accordingly, copies of this Announcement
and all documents relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and
persons receiving this Announcement and all documents relating to
the Acquisition (including custodians, nominees and trustees) must
observe these restrictions and must not mail or otherwise
distribute or send them in, into or from such jurisdictions where
to do so would violate the laws in that jurisdiction. If the
Acquisition is implemented by way of a Takeover Offer (unless
otherwise permitted by applicable law and regulation), the Takeover
Offer may not be made directly or indirectly, in or into, or by the
use of mails or any means or instrumentality (including, but not
limited to, facsimile, e-mail or other electronic transmission,
telex or telephone) of interstate or foreign commerce of, or of any
facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Takeover Offer may not be capable
of acceptance by any such use, means, instrumentality or
facilities.
The availability of the Acquisition to Wincanton Shareholders
who are not resident in the United Kingdom may be affected by the
laws of the relevant jurisdictions in which they are resident.
Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable requirements. In
particular, the ability of persons who are not resident in the
United Kingdom to vote their Wincanton Shares with respect to the
Scheme at the Meetings, or to appoint another person as proxy to
vote at the Meetings on their behalf, may be affected by the laws
of the relevant jurisdictions in which they are located.
The Acquisition will be subject to the applicable requirements
of the Code, the Panel, and the London Stock Exchange.
In accordance with the Code, normal United Kingdom market
practice and Rule 14e-5(b) of the US Exchange Act, Morgan Stanley,
HSBC and Deutsche Numis and their respective affiliates may
continue to act as exempt principal traders in Wincanton securities
on the London Stock Exchange. These purchases and activities by
exempt principal traders which are required to be made public in
the United Kingdom pursuant to the Code will be reported to a
Regulatory Information Service and will be available on the London
Stock Exchange website at www.londonstockexchange.com. This
information will also be publicly disclosed in the United States to
the extent that such information is made public in the United
Kingdom.
Dealing Disclosure Requirements of the Code
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offerors,
save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London
time) on the Business Day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Code.
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 Dealing Disclosures must be made can be found
in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of
relevant securities in issue, when the Offer Period commenced and
when any offeror was first identified. You should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are
in any doubt as to whether you are required to make a Dealing
Disclosure.
Publication on website and hard copies
This Announcement and the documents required to be published
pursuant to Rule 26.1 of the Code will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Wincanton's website at
https://www.wincanton.co.uk/investors/ and on Bidco's website at
https://investors.cmacgm-group.com/home by no later than 12.00 p.m.
(London time) on the Business Day following the Announcement
Date.
Neither the content of any website referred to in this
Announcement nor the content of any website accessible from
hyperlinks is incorporated into, or forms part of, this
Announcement.
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.
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