TIDMESL
RNS Number : 1098U
Eddie Stobart Logistics PLC
20 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
20 November 2019
Eddie Stobart Logistics plc
("Eddie Stobart", the "Company" or the "Group")
Publication of Circular and Notice of General Meeting
Further to its announcement dated 14 November 2019, Eddie
Stobart Logistics plc (AIM: ESL), a leading UK end-to-end supply
chain, transport and logistics group, has today published a
circular (the "Circular") in relation to the Proposed Transaction
whereby Marcelos Limited ("Marcelos"), a wholly-owned subsidiary of
DouglasBay Capital III Fund LP (the "Fund"), a fund managed by DBAY
Advisors Limited ("DBAY"), will on satisfaction of certain
conditions acquire a 51% stake in Greenwhitestar Acquisitions
Limited, which is currently a wholly-owned Subsidiary of the
Company and in turn holds the Company's interests in the trading
entities of the Group, and DBAY will agree to (directly or
indirectly) inject approximately GBP55m of new financing into the
Group's operations through the Interim PIK Facility and the PIK
Facility, which will be used to provide necessary liquidity (the
"Proposed Transaction").
Unless otherwise defined herein, capitalised terms used in this
announcement shall have the same meaning as those used in the
Circular.
The Proposed Transaction is subject to a number of conditions
including Shareholder Approval (including for the purposes of Rule
21.1 of the Takeover Code), and, accordingly, the Circular contains
a notice convening a General Meeting of the Company (the "Notice of
General Meeting"), which is to be held at The Engine Room, Lower
Ground Floor, 10 Finsbury Square, London EC2A 1AF at 9.00 a.m. on 6
December 2019, at which the Resolutions approving the Proposed
Transaction and granting the Directors authority to allot and issue
new Shares up to a maximum aggregate nominal value of GBP75m shall
be proposed to the Shareholders.
The Circular and Notice of General Meeting will also be
available for viewing on the Company's website at
www.eddiestobart.com.
In addition to the passing of the required Resolution at the
General Meeting, Completion of the Proposed Transaction is
conditional on a Pre-Completion Reorganisation being accomplished,
and entry into longform documentation with the Group's Lenders in
relation to the Group's Facilities. Further, one of the Group`s
operating subsidiaries currently holds a regulatory permission
under FSMA from the FCA to intermediate consumer credit
transactions entered into by drivers employed by the Group to
finance their training as drivers of heavy goods vehicles.
Accordingly, since the Proposed Transaction results in an indirect
change of control of that entity, the SPA is conditional upon the
receipt of an approval from the FCA with regard to the change of
control of, or relinquishment of, the Group's consumer credit
licence.
The Company has been informed by DBAY that, following discussion
with the Company's Shareholders, DBAY intends to provide the
Shareholders with the opportunity to participate in an economic
interest of up to 49% of the PIK Facility as soon as reasonably
practicable (and in any case within 6 months) following Completion,
simultaneously with, and conditional upon, the conversion of the
Company to an investing company for the purposes of the AIM Rules,
with DBAY appointed as the investment manager. It is currently
intended that such participation will be funded by way of an equity
raise by the Company, the proceeds of which will be used to acquire
up to 49% of the then outstanding Loan Notes (or an equivalent
economic interest), including all amounts of accrued interest
thereon. This will align the economic interests of DBAY and the
Company's Shareholders, such that the Company and its Shareholders
can participate in the interest accruing on the Loan Notes.
As announced by the Company on 15 November 2019, in accordance
with Rule 2.6(a) of the Takeover Code, Wincanton is required, by
not later than 5.00 p.m. (London time) on 27 November 2019, to
either announce a firm intention to make an offer for Eddie Stobart
in accordance with Rule 2.7 of the Takeover Code or announce that
it does not intend to make an offer for the entire issued and to be
issued share capital of Eddie Stobart. This deadline can only be
extended with the consent of the Takeover Panel in accordance with
Rule 2.6(c) of the Takeover Code.
A further announcement will be made when appropriate.
Enquiries
Eddie Stobart Logistics plc (0)1925 605400
Sébastien Desreumaux, Chief Executive Officer
Anoop Kang, Chief Financial Officer
Rothschild & Co (Financial Advisor to Eddie Stobart) (0)20 7280 5000
Ravi Gupta / Niall McBride / David Weinberg
Cenkos Securities (Nomad & Joint Broker to Eddie Stobart) (0)20 7397 8900
Nicholas Wells / Giles Balleny / Harry Hargreaves
Berenberg (Joint Broker to Eddie Stobart) (0)20 3207 7800
Chris Bowman / Toby Flaux / Simon Cardron
FTI Consulting (PR adviser to Eddie Stobart) (0)20 3727 1340
Nick Hasell / Alex Le May / Matthew O'Keeffe
Notice related to advisers
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.
Cenkos Securities plc ("Cenkos Securities"), 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.
Joh. Berenberg, Gossler & Co. KG, London Branch
("Berenberg"), which is authorised and regulated by the German
Federal Financial Supervisory Authority and subject to limited
regulation 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.
Cautionary Note
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.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 Takeover 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 Takeover 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.
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
NOGURUVRKWAAUAA
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