TIDMWIN TIDMESL
RNS Number : 3089Q
Wincanton PLC
18 October 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 SUCH JURISDICTION.
THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER UNDER RULE 2.4 OF
THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THIS
ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN
OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT
AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT
BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE
18 October 2019
Wincanton plc ("Wincanton")
Statement regarding a possible offer for Eddie Stobart Logistics
plc ("Eddie Stobart")
The Board of Wincanton, the largest British third-party
logistics company, announces that it is currently undertaking a
diligence exercise on Eddie Stobart and its assets, in order to
enable it to assess the potential merits of a combination. No
proposal has been made by Wincanton to Eddie Stobart as to the
terms of any potential offer, and there can be no certainty that
any offer will be made to Eddie Stobart shareholders.
In accordance with Rule 2.6(a) of the Code, Wincanton is
required, by not later than 5.00pm on 15 November 2019, being 28
days after today's date, to either announce a firm intention to
make an offer for Eddie Stobart in accordance with Rule 2.7 of the
Code or announce that it does not intend to make an offer for Eddie
Stobart, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Code applies. This deadline can
only be extended with the consent of the Takeover Panel in
accordance with Rule 2.6(c) of the Code.
A further announcement will be made as appropriate.
The person responsible for making this announcement on behalf of
Wincanton is Rajiv Sharma, Group Legal Director and Company
Secretary.
Enquiries:
Wincanton +44 (0) 12 4971 0000
Tim Lawlor, Chief Financial Officer
LEI Number: 213800Z5WTW8QKOHWQ82
UBS Investment
Bank (Financial
adviser to
Wincanton
plc) +44 (0) 20 7567 8000
Adrian Beidas
Arnould Fremy
Sandip Dhillon
Numis Securities (Corporate Broker to Wincanton
plc) +44 (0) 20 7260 1000
Mark Lander
George Price
HSBC (Corporate Broker to Wincanton plc) + 44 (0) 20 7991 8888
Mark Dickenson
Adam Miller
Buchanan (Financial PR) + 44 (0) 20 7466 5000
Richard Oldworth
General information
This announcement is not intended to, and does not, constitute,
represent 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 whether pursuant to this
announcement or otherwise. This is an announcement under Rule 2.4
of the Code and does not constitute an announcement of a firm
intention to make an offer under Rule 2.7 of the Code.
The release, publication or distribution of this announcement in
jurisdictions outside the United Kingdom may be restricted by law
or regulation and therefore persons into whose possession this
announcement comes should inform themselves about, and observe,
such restrictions. Any failure to comply with such restrictions may
constitute a violation of the securities laws or regulations of any
such jurisdiction.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. 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. 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 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
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 Takeover 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 2.9 disclosure
In accordance with Rule 2.9 of the Code, Wincanton announces
that, as at the date of this announcement, it has 124,543,670
ordinary shares of 10 pence each in issue and admitted to trading
on the main market of the London Stock Exchange. Each ordinary
share carries the right to one vote. The Company does not hold any
ordinary shares in treasury. The International Securities
Identification Number for the ordinary shares is GB0030329360.
The above figure may be used by shareholders to determine the
percentage of issued share capital they hold in Wincanton and if
they are required to notify their interest in, or a change to their
interest in, Wincanton under the FCA's Disclosure Guidance and
Transparency Rules.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be made available at
www.wincanton.co.uk/investors/ukpossibleoffer (subject to certain
restrictions relating to persons resident in restricted
jurisdictions) by no later than 12 noon (London time) on 21 October
2019 (being the business day following the date of this
announcement). The content of any website referred to in this
announcement is not incorporated into, and does not form part of,
this announcement.
You may request a hard copy of this announcement by contacting
the Company Secretary of Wincanton during business hours on 01249
710733 or by submitting a request in writing to the Company
Secretary of Wincanton at Wincanton, Methuen Park, Chippenham, SN14
0WT. You may also request that all future documents, announcements
and information to be sent to you in relation to the offer should
be in hard copy form. You will not receive a hard copy of this
announcement unless you so request.
Other information
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 UK. UBS AG
London Branch is acting as financial adviser to Wincanton and no
one else in connection with the matters set out in this
announcement. In connection with such matters, UBS, its affiliates,
and its or their respective directors, officers, employees and
agents will not regard any other person as its client, nor will it
be responsible to any other person for providing the protections
afforded to its clients or for providing advice in relation to the
contents of this announcement or any other matter referred to
herein.
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting as corporate broker exclusively for Wincanton and no one
else in connection with the matters set out in this announcement
and will not regard any other person as its client in relation to
the matters in this announcement and will not be responsible to
anyone other than Wincanton for providing the protections afforded
to clients of Numis, nor for providing advice in relation to any
matter referred to herein.
HSBC Bank plc ("HSBC") is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority. HSBC is acting
as corporate broker to Wincanton and no one else and none of HSBC,
its affiliates, and its or their respective directors, officers,
employees and agents will regard any other person as its client,
nor will it be responsible to any other person for providing the
protections afforded to its clients or for providing advice in
relation to the contents of this announcement or any other matter
referred to herein.
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
OFDUBOKRKOARAAA
(END) Dow Jones Newswires
October 18, 2019 02:00 ET (06:00 GMT)
Wincanton (LSE:WIN)
Historical Stock Chart
From Apr 2024 to May 2024
Wincanton (LSE:WIN)
Historical Stock Chart
From May 2023 to May 2024