Agreements with the CWU and CMA Unite

EP Corporate Group, a. s.

18 December 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 THAT JURISDICTION

FOR IMMEDIATE RELEASE

18 December 2024

RECOMMENDED CASH OFFER

for

International Distribution Services plc

by

EP UK Bidco Limited
(a newly formed company owned indirectly by (i) EP Group, a.s., formerly known as EP Corporate Group, a.s. ("EP") and (ii) J&T Capital Partners, a.s. ("J&T"))

Update Regarding Agreements between EP, the Communication Workers Union ("CWU") and the Communication Managers Association, as part of the Service Industries sector of Unite the Union ("CMA Unite")

On 29 May 2024, the boards of directors of each of EP UK Bidco Limited ("Bidco") and International Distribution Services plc ("IDS") announced that they had reached agreement on the terms of a recommended cash offer pursuant to which Bidco, a newly formed company owned indirectly by EP and J&T, would offer to acquire the entire issued and to be issued share capital of IDS, other than the IDS Shares owned or controlled by VESA Equity Investment S.à r.l. (the "Offer"). The offer document in relation to the Offer was published and made available to IDS Shareholders and to persons with information rights and participants in the IDS Share Plans on 26 June 2024 (the "Offer Document").

Terms used but not defined in this announcement have the same meaning given to them in the Offer Document.

Agreements between EP and each of the CWU and CMA Unite

Further to the announcement made on 16 December 2024 by Bidco regarding the agreements in principle reached between Bidco, EP and each of the CWU and CMA Unite, Bidco and EP are pleased to announce that the terms of such agreements have been approved by the CWU and CMA Unite, respectively, and definitive agreements have been entered into between EP and the CWU (the "CWU Agreement") and EP and CMA Unite (the "CMA Unite Agreement"). Details of each of the CWU Agreement and the CMA Unite Agreement are set out below.

CWU Agreement

The purpose of the CWU Agreement is to ensure that Royal Mail has a sustainable and successful future that benefits and aligns the interests of employees, customers, Royal Mail and its shareholder(s). The terms of the CWU Agreement are conditional on completion of the Acquisition and EP becoming the controlling shareholder of IDS and Royal Mail.

Bidco and EP note that in the statements of intent made pursuant to Rule 2.7(c)(viii) and 24.2(a)(ii) of the Takeover Code ("Stated Intentions"), Bidco stated that following completion of the Acquisition, Bidco intends to discuss and negotiate in good faith with the CWU in respect of the potential extension of the protections granted under the Business Recovery, Transformation and Growth agreement entered into between Royal Mail and the CWU in 2023. In furtherance of that commitment, pursuant to the terms of the CWU Agreement, EP has agreed with the CWU that it will:

·      ensure that Royal Mail remains an end-to-end service provider and that there will be no sale or break-up of any operational part of Royal Mail;

·      ensure that there will be no outsourcing of any CWU-represented grades or franchising of any part of the existing Royal Mail;

·      not establish a separate Royal Mail branded, or otherwise, parcel company, and to pursue all growth opportunities through existing employees and the core business of Royal Mail;

·      not operate Royal Mail as a 'gig economy' employer, not to recruit owner-drivers into Royal Mail and not to increase the agreed level of 25% of owner-drivers in Parcelforce; and

·      ensure that Royal Mail maximises full-time employment and remains a predominantly full-time employer, whilst continuing to offer less than full-time working and reasonable levels of overtime.

The above commitments will be jointly reviewed by EP and the CWU in a period beginning in January 2028 and ending in April 2028 with a view to their extension, subject to an assessment of business performance and market conditions at the relevant time. In addition, each of EP and the CWU recognise that the nature of legally binding agreements requires a clause that protects the parties in the event circumstances were to arise that threaten the ongoing viability and the very existence of Royal Mail. Therefore, in such circumstances, EP reserves the right to withdraw from the above commitments upon giving three months' notice to the CWU.

In addition, EP has further agreed with the CWU that:

·      for as long as EP is the controlling shareholder of Royal Mail, the pension surplus in both the CARE and CASH BALANCE schemes will, subject to the agreement of the relevant pension schemes' boards of trustees, be split between investment into Royal Mail and for the benefit of employees, with agreed funds to be distributed to the employee collective benefit trust (see below);

·      for so long as EP remains the controlling shareholder in Royal Mail, it will seek to improve industrial relations and abide by all agreements between Royal Mail, EP and the CWU entered into following completion of the Acquisition. EP fully respects the existing agreements between the Royal Mail and the CWU and will continue to support the industrial relations framework and the existing facilities arrangements for recognised trade union activities; and

·      it will establish an advisory committee of the board of directors of Royal Mail (the "Advisory Committee"), whose membership will comprise representatives of EP and the CWU, and which will meet on a monthly basis, at a minimum. The purpose of the Advisory Committee will be to create a mechanism by which the CWU can have meaningful influence over the future direction of Royal Mail and to enable discussions regarding any and all matters that may concern the workforce and any operational matters, including but not limited to, Royal Mail's business plan, growing Royal Mail, major industrial and employee relations issues, capital expenditure initiatives and the ongoing implementation of the CWU Agreement. The Advisory Committee will consider major matters that require board approval and will input into the development of operational changes and ultimately, present its recommendation to the board in advance of such matters being voted upon by the Royal Mail directors. Representatives of the UK Government will be invited on an at least twice-yearly basis to hear from the Advisory Committee regarding the direction of Royal Mail and the progress in implementing the CWU Agreement.

EP and the CWU have agreed that a new resourcing model for Royal Mail is required and will be introduced, incorporating the following elements, subject to agreement between Royal Mail and the CWU on the specific terms:

·      reviewing the new entrant grade (being those who joined Royal Mail after December 2022 and going forward) and introducing a new career path to equalise their pay, terms and conditions, alongside ensuring the necessary flexibility to grow the business. The CWU and EP intend that the negotiations to design the new career path will be concluded within six months following completion of the Acquisition, with the first step intended to be agreed within three months following completion of the Acquisition;

·      a joint review by EP and the CWU of the level and utilisation of agency workers in the business, with the objective of reducing reliance on agency workers; EP will support maximising full-time employment and limiting the use of agency workers to peak periods or other circumstances where work cannot be undertaken by Royal Mail employees. This review is intended to be finalised within six months following completion of the Acquisition;

·      a joint review by EP and the CWU of all overtime and scheduled attendance rates and examining new ways to incentivise employees who need additional earning opportunities, intended to be finalised within six months following completion of the Acquisition;

·      if there is no agreement on pay in place from 1 April 2025, EP intends to ensure that a pay settlement is agreed and backdated within three months following completion of the Acquisition;

·      introducing a new performance incentive scheme for all employees which is intended to be based on local/plant level measures, and which will follow a joint review of existing efficiency and productivity measures and targets, with the aim of reaching an agreement on fair and equitable measures of evaluation;

·      reviewing current sick pay arrangements, with a view to reaching an improved agreement to reflect a more supportive approach for employees, intended to be completed within three months following completion of the Acquisition;

·      reviewing current voluntary redundancy terms, as a key measure to help avoid compulsory redundancies, with the intention of agreeing revised terms within three months following completion of the Acquisition;

·      piloting new ways of working, including mechanisms to allow postal workers to have more say over day-to-day operations and management of workload, including a more supportive way of utilising the 'My Performance' application and any performance data. The terms of the pilot are intended to be agreed within two months following completion of the Acquisition; and

·      committing to agree with the CWU how changes to the Universal Service Obligation will be implemented in a mutually beneficial way, with this agreement conditional upon progress on implementing the elements set out above within the agreed timelines. Subject to reaching full agreement with the CWU on the exact timeline and scope of implementation of any agreed reforms to the Universal Service Obligation, as an upfront commitment, EP has confirmed that there will be no compulsory redundancies throughout the period of implementation and full deployment of any such reforms. At the point of full deployment of any agreed reforms, both parties will seek to agree a new long-term job security agreement with a view to extending the no compulsory redundancy commitment, taking into account a joint assessment of the overall business performance and market conditions at the relevant time.

Bidco and EP further note that in the Stated Intentions, Bidco stated that it was exploring, following completion of the Acquisition, potentially offering a form of employee participation model in the business (including, without limitation, by way of a profit-sharing mechanism) to all employees. Pursuant to the terms of the CWU Agreement, EP has agreed to create, following completion of the Acquisition, an employee benefit trust (the "Employee Benefit Trust") which will be funded by 10% of any dividends from operating profits generated by Royal Mail's regular business activity for the preceding year and destined for distribution to EP, meaning that 10% of any dividend paid out of Royal Mail to EP will go into the employee benefit trust. Amounts paid to the employee benefit trust will be designated for distribution among employees, based on agreed rules among the relevant stakeholders (including Royal Mail, EP and the CWU). The board of the employee benefit trust will comprise representatives of the CWU, EP and independent trustees. The full terms of the employee benefit trust are intended to be set out in binding legal documentation within 12 months of completion of the Acquisition.

CMA Unite Agreement

EP and Bidco recognise the important role of CMA Unite in representing Royal Mail's managerial workforce and acknowledge that CMA Unite and Royal Mail must continue to work collaboratively, noting the need for both parties to approach issues constructively.

Bidco and EP note that in the Stated Intentions, Bidco stated that following completion of the Acquisition, Bidco intends to abide by and comply with the terms of Royal Mail's agreements with CMA Unite and to engage in further discussions with CMA Unite regarding the future operation of the Royal Mail business. In furtherance of these commitments, pursuant to the terms of the CMA Unite Agreement, which are conditional upon completion of the Acquisition, Bidco has confirmed that, subject to reaching a full agreement with CMA Unite on the exact timeline and scope of the implementation of any agreed reforms to the Universal Service Obligation, there will be no compulsory redundancies of Royal Mail employees throughout the period of implementation and full deployment of any such reforms. Bidco has also undertaken to encourage Royal Mail that redeployment should remain the preferred redundancy solution for any Royal Mail employees, followed by voluntary redundancy, and only as a last resort, compulsory redundancy, and to agree on a revised strategy reflecting a more robust redeployment model. On full deployment of any reforms to the Universal Service Obligation, Bidco and CMA Unite will seek to agree a new long-term job security agreement with a view to extending the no compulsory redundancy commitment, taking into account a joint assessment of the overall business performance and market conditions at the relevant time. 

Bidco has further undertaken:

·      for so long as Bidco is a controlling shareholder of Royal Mail, to ensure that Royal Mail continues to recognise CMA Unite under the Trade Union and Labour Relations (Consolidation) Act 1992 (if applicable) or any similar legislation in any other jurisdiction;

·      not to encourage Royal Mail to make any adverse changes to the industrial relations and agreements between Royal Mail and CMA Unite in place as of the date of this announcement and has confirmed that as a result of the Acquisition, no existing agreements between Royal Mail and CMA Unite will be adversely affected;

·      that representatives of Bidco and CMA Unite will be adequately represented on the Advisory Committee, once established; and

·      that Royal Mail employees at managerial level will be eligible to participate in the Employee Benefit Trust, once established.

In addition, Bidco and CMA Unite acknowledge in the CMA Unite Agreement that the existing managerial short term incentive programme will remain in place following completion of the Acquisition, until such time as Bidco determines, and, to the extent that the existing long term incentive programme is applicable to managerial grade employees, Bidco and CMA Unite recognise in the CMA Unite Agreement the importance of implementing a replacement programme, which will be put in place following completion of the Acquisition.

None of the statements in this announcement, or any of the matters in the CWU Agreement or the CMA Unite Agreement, are "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code.

A copy of this announcement, the CWU Agreement and the CMA Unite Agreement are and will be available free of charge, subject to certain restrictions relating to persons resident or located in Restricted Jurisdictions, for inspection on IDS' website at www.internationaldistributionservices.com, by no later than 12.00 p.m. (London time) on the date following publication of this announcement.

Regulatory Conditions

The Acquisition remains subject to satisfaction or, where applicable, waiver of the Conditions set out in the Offer Document published on 26 June 2024. Of the required antitrust and regulatory approvals, non-objections or expiry of applicable waiting periods set out in paragraphs 2(a) to 2(j) (inclusive) of Part A of Part 3 (Conditions to and further terms of the Acquisition) of the Offer Document (the "Regulatory Conditions"), those set out in paragraphs 2(e) (European Commission Merger Control), 2(f) (UK NSI Act), 2(g) (Foreign Direct Investment) and 2(j) (EU Foreign Subsidies Regulation) remain outstanding. Each of the other Regulatory Conditions have now been satisfied. EP and Bidco will continue to engage with the relevant authorities in relation to the outstanding Regulatory Conditions and will provide an update once all of the Regulatory Conditions have been satisfied or waived, as applicable. Subject to the satisfaction or waiver (as applicable) of the Conditions (including, the Regulatory Conditions), it is currently expected that the Offer will become or will be declared Unconditional in the first quarter of 2025.

 Enquiries:

BNP Paribas (Financial Adviser to EP, J&T and Bidco) George Holst Kirshlen Moodley Guilhem Donnard	[phone]
Citi (Financial Adviser to EP, J&T and Bidco) Barry Weir Ram Anand Christopher Wren	[phone]
J.P. Morgan Cazenove (Financial Adviser to EP, J&T and Bidco) Dwayne Lysaght Charles Oakes Siddharth Gupta	[phone]
FGS Global (PR Adviser to EP, J&T and Bidco)      Chris Ryall Alastair Elwen	[phone]

Further information

Kirkland & Ellis International LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are acting as legal advisers to Bidco and EP.

BNP Paribas is authorised and regulated by the European Central Bank and the Autorité de Contrôle Prudentiel et de Résolution. BNP Paribas is authorised by the Prudential Regulation Authority and is subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority. Details about the extent of BNP Paribas' regulation by the Prudential Regulation Authority are available from BNP Paribas on request. BNP Paribas has its registered office at 16 Boulevard des Italiens, 75009 Paris, France and is registered with the Companies Registry of Paris under number 662 042 449 RCS and has ADEME identification number FR200182_03KLJ. BNP Paribas London Branch is registered in the UK under number FC13447 and UK establishment number BR000170, and its UK establishment office address is 10 Harewood Avenue, London NW1 6AA. BNP Paribas is acting as financial adviser exclusively for EP, J&T and Bidco and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than EP, J&T or Bidco for providing the protections afforded to clients of BNP Paribas or for providing advice in relation to the matters described in this announcement or any transaction or arrangement referred to herein.

Citigroup Global Markets Europe AG, which is regulated by the European Central Bank and the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin) and Bundesbank, ("Citi") is acting as financial adviser for EP, J&T and Bidco and for no one else in connection with the matters described in this announcement and the Acquisition and will not be responsible to anyone other than EP, J&T and Bidco for providing the protections afforded to clients of Citi nor for providing advice in connection with the Acquisition, or any other matters referred to in this announcement. Neither Citi nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Citi in connection with this announcement, any statement contained herein, the Acquisition or otherwise.

J.P. Morgan SE, together with its affiliate J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA (together, "J.P. Morgan"). J.P. Morgan is acting as financial adviser exclusively to EP, J&T and Bidco and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than EP, J&T or Bidco for providing the protections afforded to clients of J.P. Morgan or its affiliates, nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to herein.

Important notices

This announcement is for information purposes only and is not intended to, and does not, constitute, or form part of, an 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 the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of IDS in any jurisdiction in contravention of applicable law. The Acquisition will be implemented solely pursuant to the terms of the Offer Document which contains the full terms and conditions of the Acquisition, including details of how to accept the Offer. Any decision or response in relation to the Acquisition should be made only on the basis of the information contained in the Offer Document.

The release, distribution or publication of this announcement in whole or in part, directly or indirectly in, into or from jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

This announcement does not constitute a prospectus, prospectus equivalent document or exempted document.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Overseas Shareholders

The release, publication or distribution of this announcement in, into or from jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves of, and observe, any applicable legal or regulatory requirements. Any failure to comply with such requirements 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. This announcement has been prepared in accordance with and for the purpose of complying with English law, the Takeover Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

The availability of the Acquisition to IDS Shareholders who are not resident in and citizens of the UK may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. 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. Further details in relation to Overseas Shareholders are contained in the Offer Document.

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, in whole or in part, 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 accept the Offer 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. Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including, without limitation, agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported acceptance of the Offer. Unless otherwise permitted by applicable law and regulation, the 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 Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Further details in relation to Overseas Shareholders are included in the Offer Document and IDS Shareholders are advised to read carefully the Offer Document.

The Acquisition will be subject to English law, the applicable requirements of the Companies Act, the Takeover Code, the Panel, the FCA and the London Stock Exchange and applicable securities law.

Note to U.S. holders of IDS Shares

The Offer is being made for the securities of an English company that is listed on the London Stock Exchange by means of a contractual takeover offer under the Takeover Code and English law and is subject to disclosure requirements and practices that are different, in some cases materially, from the tender offer rules of the United States. The financial information included in the Offer Document has been prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

For U.S. holders of IDS Shares, the receipt of cash pursuant to the terms of the Acquisition as consideration for the transfer of their IDS Shares, may be treated as a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. The receipt of the 2024 Final Dividend and the Special Dividend may also give rise to taxable income. Each holder of IDS Shares is urged to consult with its own legal, tax and financial advisers in connection with making a decision regarding this transaction and as to the U.S. federal, and applicable U.S. state, local, and foreign, tax consequences to it of the transaction contemplated hereby in light of such holders' specific circumstances.

For purposes of the U.S. Exchange Act, it is intended that the Offer be made pursuant to Section 14(e) and Regulation 14E under the U.S. Exchange Act and benefit from exemptions available to "Tier I" cross-border tender offers. Accordingly, the Offer will be subject to disclosure and other procedural requirements under the applicable laws of the United Kingdom, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that may be materially different from those applicable under U.S. domestic tender offer procedures and law, and certain rules applicable to tender offers made into the United States, including rules promulgated under Section 14(d), Section 14(e)(1) and Section 14(e)(2) of the U.S. Exchange Act, do not apply.

Once the Offer is declared Unconditional, Bidco will acquire all IDS Shares that have by that time been validly tendered (or deemed to have been validly tendered) in acceptance of the Offer and will, in accordance with the Takeover Code, settle the relevant consideration for all such accepted IDS Shares (other than (A) in respect of the 2024 Final Dividend which was approved by IDS Shareholders and paid on 29 September 2024 and (B) in respect of participants in the IDS Share Plans, in respect of whom settlement will be effected through payroll or such other method as may be determined by IDS): (i) in the case of acceptances received, valid and complete in all respects, by the date on which the Offer becomes or is declared Unconditional, within 14 days of such date; or (ii) in the case of acceptances of the Offer received, valid and complete in all respects, after the date on which the Offer becomes or is declared Unconditional but while it remains open for acceptance, within 14 days of the date of such receipt, in each case, rather than the three trading days that U.S. investors may be accustomed to in U.S. domestic tender offers. Similarly, if the Offer is terminated or withdrawn, all documents of title will be returned to IDS Shareholders within 14 days of such termination or withdrawal. U.S. investors should closely read Part B of Part 6 (Additional Information) of the Offer Document for further details.

In accordance with normal UK practice and Rule 14e-5(b) under the U.S. Exchange Act, Bidco and its nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, IDS Shares outside the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. Also, in accordance with Rule 14e-5(b) of the U.S. Exchange Act, BNP Paribas, Citigroup Global Markets Limited and J.P. Morgan will continue to act as exempt principal traders in IDS Shares on the London Stock Exchange. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service of the FCA and will be available on the London Stock Exchange website: www.londonstockexchange.com.

This announcement does not constitute or form part of a public offer of securities in the United States or an offer to the public in the United States to acquire or exchange securities. Except pursuant to an applicable exemption, each of the Offer Document and the Form of Acceptance do not constitute or form part of an offer of any securities to, or for the account or benefit of, any U.S. Person.

Bidco is a private limited company incorporated under English law. The Bidco Directors are citizens of the Czech Republic and all such persons are residents of countries other than the United States. As a result, it may be difficult for investors to effect service of process within the United States upon the Bidco Directors or otherwise compel Bidco, IDS or their respective directors, officers and affiliates to subject themselves to the jurisdiction and judgment of a U.S. court. It may not be possible to sue Bidco or IDS, or any of their respective directors, officers or affiliates, in a non-U.S. court for violations of U.S. securities laws. There is doubt as to the enforceability in the United Kingdom, in original actions or in actions for enforcement of judgments of the U.S. courts, of civil liabilities predicated upon U.S. federal securities laws.

Publication on website and availability of hard copies

This announcement will be available free of charge, subject to certain restrictions relating to persons resident or located in Restricted Jurisdictions, for inspection on IDS' website at www.internationaldistributionservices.com, by no later than 12.00 p.m. (London time) on the date following publication of this announcement and during the course of the Offer. For the avoidance of doubt, unless otherwise stated, neither the contents of IDS' website nor the contents of any website accessible from hyperlinks on IDS' website (or any other websites referred to in this announcement) are incorporated into, or form part of, this announcement.

Pursuant to Rule 30.3 of the Takeover Code, you may, subject to certain restrictions relating to persons resident or located in any Restricted Jurisdictions, request a hard copy of this announcement and all information incorporated into this announcement by contacting the Registrar at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom, or on [phone] between 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (excluding public holidays in the United Kingdom). For deaf and speech impaired shareholders, calls can be made via Relay UK. Please see www.relayuk.bt.com for more information. Please note that Equiniti cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. In accordance with Rule 30.3 of the Takeover Code, a person so entitled may also request that all future documents, announcements and information in relation to the Acquisition should be sent to them in hard copy form. If you have received this announcement in electronic form or via a website notification, hard copies of this announcement and any document or information incorporated by reference into this announcement will not be provided unless such a request is made.

IDS Shareholders may also, subject to certain restrictions relating to persons resident or located in any Restricted Jurisdictions, request that all future documents, announcements and information sent to them in relation to the Acquisition be in hard copy form. A hard copy of such document (including this announcement), announcement or information will not be sent unless so requested.

Forward-looking statements

This announcement contains certain statements about Bidco and IDS that are or may be forward-looking statements, including with respect to the Acquisition. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current assumptions, expectations, valuations, targets, estimates, forecasts and projections of Bidco and IDS about future events, and are therefore subject to risks and uncertainties which could cause actual results, performance or events to differ materially from those expressed or implied by the forward-looking statements. All statements other than statements of historical facts included in this announcement may be forward-looking statements. Without limitation, forward-looking statements often include words such as "targets", "plans", "believes", "hopes", "continues", "expects", "aims", "intends", "will", "may", "should", "would", "could", "anticipates", "estimates", "will look to", "budget", "strategy", "would look to", "scheduled", "goal", "prepares", "forecasts", "cost-saving", "is subject to", "synergy", "projects" or words or terms of similar substance or the negative thereof.

By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, the possibility that the Acquisition will not be pursued or consummated, failure to obtain necessary regulatory approvals or to satisfy any of the other conditions to the Acquisition if it is pursued, adverse effects on the market price of Bidco's or IDS' ordinary shares and on Bidco's or IDS' operating results because of a failure to complete the Acquisition, failure to realise the expected benefits of the Acquisition, negative effects relating to the announcement of the Acquisition or any further announcements relating to the Acquisition or the consummation of the Acquisition on the market price of IDS Shares, significant transaction costs and/or unknown liabilities, the IDS Group incurring and/or experiencing unanticipated costs and/or delays (including IT system failures, cyber-crime, fraud and pension scheme liabilities), general economic and business conditions that affect the IDS Group following the consummation of the Acquisition, changes in global, political, economic, business, competitive, market and regulatory forces (including exposures to terrorist activities), future exchange and interest rates, changes in tax laws, regulations, rates and policies, future business combinations or disposals, changes in general economic and business conditions, changes in the behaviour of other market participants, weak, volatile or illiquid capital and/or credit markets, interest rate and currency value fluctuations, changes in laws or in supervisory expectations or requirements and competitive developments. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected.

All forward-looking statements contained in this announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

Each forward-looking statement speaks only as of the date of this announcement. Neither Bidco nor IDS, nor any of their respective associates or directors, officers or advisers, provides any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. Other than in accordance with their legal or regulatory obligations (including under the Takeover Code, the UK Listing Rules and the Disclosure Guidance and Transparency Rules), neither the Bidco Group nor the IDS Group is under, or undertakes, any obligation, and each of the foregoing expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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(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 Panel's website at https://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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Information relating to IDS Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by IDS Shareholders, persons with information rights and other relevant persons for the receipt of communications from IDS may be provided to Bidco during the offer period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

 

END