TIDMESL
RNS Number : 6272T
Eddie Stobart Logistics PLC
15 November 2019
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 THAT JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
15 November 2019
Eddie Stobart Logistics plc
Wincanton plc ("Wincanton") - extension of PUSU deadline
On 18 October 2019, Wincanton announced that it was currently
undertaking a diligence exercise on Eddie Stobart and its assets,
in order to enable it to assess the potential merits of a
combination. In accordance with Rule 2.6(a) of the Code, Wincanton
is required, by not later than 5.00 p.m. on 15 November 2019,
either to announce a firm intention to make an offer for the
Company in accordance with Rule 2.7 of the Code or to announce that
it does not intend to make an offer for the Company, in which case
the announcement will be treated as a statement to which Rule 2.8
of the Code applies. This deadline can be extended with the consent
of the Panel in accordance with Rule 2.6(c) of the Code.
Discussions with Wincanton regarding a possible offer for the
Company remain ongoing and, to allow further time for these
discussions, the Board of Eddie Stobart has requested that the
Panel on Takeovers and Mergers (the "Panel") extend the date by
which Wincanton must either announce a firm intention to make an
offer for the Company in accordance with Rule 2.7 of the Code or
announce that it did not intend to make an offer for the
Company.
In light of this request, an extension has been granted by the
Panel and in accordance with Rule 2.6(a) of the Code, Wincanton is
required, by not later than 5.00 p.m. on 27 November 2019, either
to announce a firm intention to make an offer for the Company in
accordance with Rule 2.7 of the Code or to announce that it does
not intend to make an offer for the Company, in which case the
announcement will be treated as a statement to which Rule 2.8 of
the Code applies. This deadline can be extended further with the
consent of the Panel, at the Company's request, in accordance with
Rule 2.6(c) of the Code.
There can be no certainty either that an offer will be made by
Wincanton nor as to the terms of any offer, if made.
A further announcement will be made when appropriate.
The person responsible for arranging the release of this
announcement on behalf of Eddie Stobart is Anoop Kang, Chief
Financial Officer.
Enquiries
Eddie Stobart Logistics plc (0)1925 605400
Sebastien Desreumaux, Chief Executive Officer
Anoop Kang, Chief Financial Officer
Rothschild & Co (Financial Advisor) (0)20 7280 5000
Ravi Gupta / Niall McBride / David Weinberg
Cenkos Securities Plc (Nomad & Joint Broker) (0)20 7397 8900
Nicholas Wells / Giles Balleny / Harry Hargreaves
Berenberg (Joint Broker) (0)20 3207 7800
Chris Bowman / Toby Flaux / Simon Cardron
FTI Consulting (0)20 3727 1340
Nick Hasell / Alex Le May / Matthew O'Keeffe
Notice related to financial adviser
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 Eddie
Stobart and for no one else in connection with the subject matter
of this announcement and will not be responsible to anyone other
than Eddie Stobart for providing the protections afforded to its
clients or for providing advice in connection with the subject
matter of this announcement.
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, 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.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available (subject to certain restrictions
relating to persons resident in restricted jurisdictions) at
www.eddiestobart.com 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.
Additional Information
This announcement 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. Any offer, if made, 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 distribution of this announcement in jurisdictions
other than the United Kingdom and the availability of any offer to
shareholders of Eddie Stobart who are not resident in the United
Kingdom may be affected by the laws of relevant jurisdictions.
Therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or shareholders of Eddie
Stobart who are not resident in the United Kingdom will need to
inform themselves about, and observe any applicable
requirements.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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