Recommended Increased and Final Cash Offer

CEVA Logistics UK Rose Limited

26 February 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

26 February 2024

RECOMMENDED INCREASED AND FINAL 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 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").

The scheme document in respect of the Acquisition (the "Scheme Document") was published and made available to Wincanton Shareholders on 15 February 2024. This announcement should be read in conjunction with the Scheme Document.

Capitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Document. All references to times in this announcement are to London, United Kingdom times unless stated otherwise.

Increased and Final Offer

Bidco is pleased to confirm it has reached an agreement with the board of Wincanton on the terms of an increased recommended cash offer by Bidco for the entire issued and to be issued share capital of Wincanton (the "Increased and Final Offer").

Under the terms of the Increased and Final Offer, Wincanton Shareholders will be entitled to receive:

480 pence in cash for each Scheme Share (the "Increased and Final Offer Price")

The Increased and Final Offer Price values the entire issued and to be issued share capital of Wincanton at approximately £604.7 million on a fully diluted basis and values Wincanton at approximately £802.7 million on an enterprise value basis.

The Increased and Final Offer Price represents an increase of approximately 6.67 per cent. on 450 pence per Wincanton Share, being the original Offer Price for the Offer, and a premium of approximately:

·    62 per cent. to the Closing Price per Wincanton Share of 297 pence on 18 January 2024 (being the last Business Day before the commencement of the Offer Period);

·    57 per cent. to the volume-weighted average price per Wincanton Share of 305 pence over the thirty (30) Business Day period ended on 18 January 2024 (being the last Business Day before the commencement of the Offer Period);

·    70 per cent. to the volume-weighted average price per Wincanton Share of 282 pence over the ninety (90) Business Day period ended on 18 January 2024 (being the last Business Day before the commencement of the Offer Period); and

·    94 per cent. to the volume-weighted average price per Wincanton Share of 247 pence over the twelve-month period ended on 18 January 2024 (being the last Business Day before the commencement of the Offer Period).

The Increased and Final Offer Price is final and will not be increased, except that Bidco has the right to increase the offer price and/or otherwise improve the terms of the Acquisition (i) if there is an announcement on or after the date of this announcement of a possible offer or a firm intention to make an offer for Wincanton by any third party, or (ii) if the Panel otherwise provides its consent.

If any dividend and/or other distribution and/or other return of capital is declared, made, or paid or becomes payable in respect of Wincanton Shares on or after the date of this announcement and prior to the Effective Date, the Increased and Final Offer Price will be automatically reduced by an amount equal to the amount of such dividend and/or distribution and/or return of capital. In such circumstances, Wincanton Shareholders will be entitled to retain any such dividend, distribution or other return of capital declared or paid. Any automatic reduction of the Increased and Final Offer Price or other exercise by Bidco of its rights and/or obligations referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, not be regarded as constituting any revision or variation of the terms of the Acquisition or the Scheme.

Financing of the Increased and Final Offer

The Increased and Final Offer Price payable to Wincanton Shareholders under the terms of the Increased and Final Offer will be financed in cash by Bidco from existing cash reserves of CMA CGM.

Morgan Stanley, in its capacity as financial adviser to CMA CGM, CEVA and Bidco, is satisfied that sufficient resources are available to Bidco to enable it to satisfy in full the cash consideration payable to Wincanton Shareholders under the terms of the Increased and Final Offer.

Irrevocable undertakings and letters of intent

In addition to the irrevocable undertakings received from the Wincanton Directors (as described in the Scheme Document) which continue to remain valid in relation to the Increased and Final Offer, Bidco hereby announces that it has received further irrevocable undertakings to vote (or to procure the vote) in favour of the Scheme at the Scheme Meeting and the Special Resolution proposed at the General Meeting from Aberforth Partners LLP and The Wellcome Trust Limited dated 23 February 2024 and 25 February 2024 respectively in respect of 20,123,107 Wincanton Shares, in aggregate, owned or controlled by such Wincanton Shareholders and representing approximately 16.16 per cent. of the issued share capital of Wincanton as at 23 February 2024 (being the last Business Day prior to the date of this announcement). Further details of the irrevocable undertakings dated 23 February 2024 and 25 February 2024 are set out in Appendix II to this announcement, including the circumstances in which such irrevocable undertakings cease to be binding.

As set out in the Scheme Document, in addition to the irrevocable undertakings given by the Wincanton Directors, Bidco received certain letters of intent to support the original Offer from Threadneedle Asset Management Limited, Schroders Investment Management Limited and Polar Capital LLP. Following the date of the Scheme Document, Bidco announced certain acquisitions, disposals and clarifications of Wincanton Shares by Threadneedle Asset Management Limited and Schroders Investment Management Limited, which Wincanton Shares were subject to the letters of intent given by such Wincanton Shareholders. Therefore, these letters of intent, which have not been withdrawn, currently relate to 24,180,973 Wincanton Shares, in aggregate, representing approximately 19.42 per cent of the issued share capital of Wincanton as at 23 February 2024 (being the last Business Day prior to the date of this announcement).

The total number of Wincanton Shares which are therefore subject to irrevocable undertakings or letters of intent received by Bidco from Wincanton Shareholders is 44,438,298 Wincanton Shares and representing approximately 35.68 per cent. of the issued share capital of Wincanton as at 23 February 2024 (being the last Business Day prior to the date of this announcement).

Recommendation

The Wincanton Directors, who have been so advised by HSBC as to the financial terms of the Increased and Final Offer, consider the terms of the Increased and Final Offer to be fair and reasonable. In providing their advice to the Wincanton, HSBC has taken into account the commercial assessments of the Wincanton Directors. HSBC is providing independent financial advice to the Wincanton Directors for the purposes of Rule 3 of the Code.

Accordingly, the Wincanton Directors recommend unanimously that Wincanton Shareholders vote in favour of the Scheme at the Scheme Meeting and the Special Resolution proposed at the General Meeting, as those Wincanton Directors who are interested in Wincanton Shares have irrevocably undertaken to do in respect of their own holdings of Wincanton Shares (representing, in aggregate, approximately 0.11 per cent. of the issued ordinary share capital of Wincanton as at 23 February 2024 (being the last Business Day prior to the date of this announcement)).

Scheme Meeting and General Meeting

The board of Wincanton confirms that the Scheme Meeting and the General Meeting, notices of which are set out in Part XI and Part XII of the Scheme Document respectively, will be held at 3:00 p.m. and 3:15 p.m., respectively, on 13 March 2024 at Herbert Smith Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG in accordance with the timetable set out in the Scheme Document.

Action to be taken by Wincanton Shareholders

As described in the Scheme Document, to become effective the Scheme will require, among other things, the approval of the Scheme Shareholders at the Scheme Meeting and the passing of the Special Resolution at the General Meeting. It is important that, for the Scheme Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of shareholder opinion.

Wincanton Shareholders are therefore strongly encouraged to sign and return the Forms of Proxy in accordance with the instructions printed thereon, or, alternatively, to appoint an electronic (via Equiniti's online facility) or CREST or Proxymity proxy as soon as possible in and by no later than the following times and dates:

·    BLUE Forms of Proxy for the Scheme Meeting by 3:00 p.m. on 11 March 2024; and

·    YELLOW Forms of Proxy for the General Meeting by 3:15 p.m. on 11 March 2024.

If the BLUE Form of Proxy for the Scheme Meeting is not lodged by the relevant time, it may be: (i) scanned and emailed to Equiniti at the following email address: [e-mail]; or (ii) presented in person to the Equiniti representative who will be present at the Scheme Meeting, at any time prior to the commencement of the Scheme Meeting (or any adjournment thereof).

If the YELLOW Form of Proxy for the General Meeting is not lodged by the relevant time, it will be invalid.

Wincanton Shareholders who do NOT wish to change their voting instructions

Wincanton Shareholders who have already submitted Forms of Proxy for the Scheme Meeting and/or the General Meeting and do not wish to change their voting instructions, need take no further action as their Forms of Proxy will continue to be valid in respect of the Scheme Meeting and the General Meeting.

Wincanton Shareholders who DO wish to change their voting instructions

Wincanton Shareholders who have submitted Forms of Proxy for the Scheme Meeting and/or the General Meeting and who now wish to change their voting instructions, should contact Equiniti by calling the Shareholder Helpline between 8:30 a.m. and 5:30 p.m. Monday to Friday (except public holidays in England and Wales) on [phone]. For deaf and speech impaired shareholders, we welcome calls via Relay UK. Please see www.relayuk.bt.com for more information. Calls are charged at the standard geographical rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Please note that Equiniti cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

The completion and return of the Forms of Proxy by post (or transmission of a proxy appointment or voting instruction online, through CREST, Proxymity or via Equiniti's online facility or by any other procedure described in the Scheme Document) will not prevent you from attending, asking questions and voting (and/or, in the case of the Scheme Meeting, raising any objections) at the Scheme Meeting or the General Meeting, if you are entitled to and wish to do so.

Conditions

The Conditions to the Acquisition are set out in full in Part III (Conditions to the Implementation of the Scheme and to the Acquisition) of the Scheme Document.

The Scheme will be modified to reflect the terms of the Increased and Final Offer. Save as set out in this announcement, the Increased and Final Offer will be subject to the same terms and conditions as set out in the Scheme Document. Wincanton Shareholders should note that Wincanton does not intend to publish a revised Scheme Document.

General

The expected timetable of principal events for the implementation of the Scheme remains as set out on page 14 of the Scheme Document. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Wincanton Shareholders by announcement through the Regulatory Information Service of the London Stock Exchange, with such announcement being made available on Wincanton's website at https://www.wincanton.co.uk/investors/.

The Increased and Final Offer does not change Bidco's intentions as regards the business of Wincanton (including locations of its operations), the management and employees of Wincanton and the proposals in respect of the Wincanton Share Plans, as set out in the Scheme Document and in the letters already sent to the participants in the Wincanton Share Schemes informing them of the effect of the Scheme on their rights under the Wincanton Share Schemes and, where applicable, containing appropriate proposals in respect of such rights.

Appendix I contains sources and bases of certain information contained in this announcement. Appendix II contains further details of the irrevocable undertakings dated 23 February 2024 and 25 February 2024 received by Bidco.

Consents

Each of Morgan Stanley (as financial adviser to CMA CGM, CEVA and Bidco), HSBC (as lead financial adviser, Rule 3 adviser and joint corporate broker to Wincanton), Deutsche Numis (as joint financial adviser and joint corporate broker to Wincanton) and UBS (as joint financial adviser to Wincanton) have given and not withdrawn its written consent to the issue of this announcement with the inclusion of references to its name in the form and context in which they are included.

Documents available on website

Copies of the following documents will be made available promptly, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on both Wincanton's website at https://www.wincanton.co.uk/investors/ and Bidco's website at https://investors.cmacgm-group.com/home and in any event by no later than noon on the Business Day following this announcement and will remain so available until the end of the Offer Period:

·    this announcement;

·    the consents of Morgan Stanley, HSBC, Deutsche Numis and UBS; and

·    copies of the irrevocable undertakings dated 23 February 2024 and 25 February 2024 referred to above, further details of which are set out in Appendix II of this announcement.

For the avoidance of doubt, neither the contents of those websites nor the contents of any website accessible from hyperlinks on those websites (or any other websites referred to in this announcement) are incorporated into, or form part of, this announcement.

Enquiries:

Wincanton James Wroath, Chief Executive Officer Tom Hinton, Chief Financial Officer	[phone]
HSBC (Lead Financial Adviser, Rule 3 Adviser and Joint Corporate Broker to Wincanton) Anthony Parsons Christopher Fincken Charles-Antoine de Chatillon Joe Weaving	[phone]
Deutsche Numis (Joint Financial Adviser and Joint Corporate Broker to Wincanton) Mark Lander George Price Stuart Ord	[phone]
UBS (Joint Financial Adviser to Wincanton) Sandip Dhillon Arnould Fremy Hew Glyn Davies	[phone]
Headland (PR Adviser to Wincanton) Susanna Voyle Henry Wallers	[phone]
CMA CGM and CEVA Ramon Fernandez Damien Denizot Olivier Storch	[phone]
Morgan Stanley (Financial Adviser to CMA CGM, CEVA and Bidco) Adrian Doyle Stuart Wright Louis Petracco	[phone]
Image 7 (PR Adviser to CMA CGM, CEVA and Bidco)  Anne-France Malrieu Leslie Jung-Isenwater	[phone]

Herbert Smith Freehills LLP is acting as legal adviser to Wincanton.

Willkie Farr & Gallagher (UK) LLP is acting as legal adviser to Bidco, CEVA and CMA CGM.

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.

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 United Kingdom. UBS is acting exclusively as financial adviser to Wincanton and no one else in connection with the matters described in this announcement. In connection with such matters, UBS, 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 relation to this announcement or any matter referred to herein.

Further information

The Acquisition shall be implemented solely pursuant to the terms of the Scheme Document, as modified by this announcement, which contains the full terms and conditions of the Acquisition including details of how to vote in respect of the Acquisition. Any decision, vote or other response in respect of the Increased and Final Offer should be made only on the basis of information contained in the Scheme Document as supplemented by the contents of this announcement (or, if the Acquisition is implemented by way of Takeover Offer, the Offer Document). Wincanton Shareholders are advised to read carefully the Scheme Document and related Forms of Proxy (or, if applicable, the Offer Document).

This announcement has been prepared for the purpose of complying with English law, the Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules 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.

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

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. The person responsible for arranging for the release of this announcement on behalf of Wincanton is Lyn Colloff, Company Secretary.

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 FSMA 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 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 are 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 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 Scheme Meeting or General Meeting, or to appoint another person as proxy to vote at the Scheme Meeting or General Meeting 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, Deutsche Numis and UBS 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.

Forward-looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition and other information published by Bidco and Wincanton contain statements about Bidco and the Wincanton Group that are, or may be, forward-looking statements. These statements are based on the current expectations of the management of Bidco and/or Wincanton and are naturally subject to uncertainty and changes in circumstances which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. All statements, including the expected timing and scope of the Acquisition, other than statements of historical facts included in this announcement, may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "should", "would", "could", "anticipates", "estimates", "projects", "strategy" or words or terms of similar substance or the negative thereof are forward-looking statements. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's or the Wincanton Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and government regulation on Bidco's or the Wincanton Group's business.

Although Bidco and Wincanton believe that the expectations reflected in such forward-looking statements are reasonable, such expectations are not guarantees of future performance. By their nature, because they relate to events and depend on circumstances that will occur in the future, such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results and developments to differ materially from those projected or implied in any forward-looking statements. These factors include, but are not limited to, the satisfaction of the Conditions, as well as additional factors, such as changes in political and economic conditions, changes in the level of capital investment, retention of key employees, changes in customer habits, success of business and operating initiatives and restructuring objectives, impact of any acquisitions or similar transactions, changes in clients' strategies and stability, competitive product and pricing measures, changes in the regulatory environment, fluctuations or interest and exchange rates and the outcome of any litigation. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements (which speak only as of the date hereof) and neither Bidco nor any member of the Wincanton Group (nor any of their respective directors, officers, employees or advisers) provides any representation, assurance or guarantee that the occurrence of the events expressed or implied by the forward-looking statements will actually occur. Further, other than in accordance with their legal and regulatory obligations, Bidco and each member of the Wincanton Group disclaims any obligation to update publicly or revise any forward-looking or other statements contained herein, whether as a result of new information, future events or otherwise, except as required by applicable law.

All subsequent oral or written forward-looking statements attributable to any member of the Wider Bidco Group or Wider Wincanton Group, or any of their respective directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

No profit forecasts, profit estimates or quantified benefits statements

No statement in this announcement is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Wincanton for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Wincanton.

Dealing and Opening Position 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(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 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 [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 Wincanton Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Wincanton Shareholders, persons with information rights and other relevant persons for the receipt of communications from Wincanton may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 to the Code to comply with Rule 2.11© of the Code.

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 date of this announcement.

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.

In accordance with Rule 30.3 of the Code, Wincanton Shareholders, persons with information rights and participants in the Wincanton Share Plans may request a hard copy of this announcement by contacting Equiniti during business hours on [phone] or by submitting a request in writing to Equiniti at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 8.30 a.m. to 5.30 p.m. (London time), Monday to Friday, excluding public holidays in England and Wales. Please note that Equiniti cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. Wincanton Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form. If a Wincanton Shareholder has received this announcement in electronic form, 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.

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.

APPENDIX 1

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this announcement, unless otherwise stated or the context otherwise requires, the following sources and bases have been used:

1.    The fully diluted issued ordinary share capital of 125,978,578 Wincanton Shares is based on:

a.     124,543,670 Wincanton Shares in issue as at 23 February 2024 (being the last Business Day prior to the date of this announcement); plus

b.    1,434,908 Wincanton Shares which are expected to be issued following the exercise and/or vesting of Wincanton Share Awards assuming the Scheme becomes Effective prior to the Long Stop Date net of shares held in the Wincanton Employee Benefit Trust and as further described in paragraph 3 of Schedule 2 to the Co-operation Agreement.

2.    A value of approximately £605 million for the entire issued and to be issued share capital of Wincanton is based on:

a.   an offer price of 480 pence per Wincanton Share; and

b.   Wincanton's fully diluted issued ordinary share capital of 125,978,578 Wincanton Shares, as set out in paragraph 1 above.

3.    The enterprise value of £803 million (on an IFRS 16 basis) is calculated by reference to the value of the Acquisition referenced in paragraph 2 above less cash of £20.6 million as at 30 September 2023, plus gross debt of £5 million and lease liabilities of £213.6 million as at 30 September 2023.

4.    Unless otherwise stated, the financial information relating to Wincanton is extracted (without material adjustment) from: (i) the 2023 Wincanton Annual Report; and (ii) the FY24 H1 Interim Results.

5.    The closing prices are the closing middle market prices of a Wincanton Share on a particular trading day as derived from Bloomberg data for the purpose of calculations of the volume-weighted average price.

6.    Certain figures included in this announcement have been subject to rounding adjustments.

APPENDIX 2

IRREVOCABLE UNDERTAKINGS

Irrevocable undertakings given by Wincanton Shareholders

Name of Wincanton Shareholder	Date of irrevocable undertaking	Number of Wincanton Shares in respect of which undertaking is given	Percentage of Wincanton's issued share capital (%)
Aberforth Partners LLP (acting in its capacity as a discretionary fund manager for clients) ("Aberforth")	23 February 2024	15,287,211	12.27
The Wellcome Trust Limited (as trustee of The Wellcome Trust)	25 February 2024	4,835,896	3.88

These Wincanton Shareholders (together the "Undertaking Shareholders") have given irrevocable undertakings to vote (or to procure the vote) in favour of the Scheme at the Scheme Meeting and the Special Resolution to be proposed at the General Meeting.

These irrevocable undertakings cease to be binding: (i) once the Undertaking Shareholders have voted (or procured the vote) in favour of the Scheme in respect of their Wincanton Shares at the Scheme Meeting; (ii) if the Scheme is withdrawn or does not become effective; (iii) if an announcement is made in accordance with Rule 2.7 of the Code of a competing offer (whether to be made by way of an offer or a scheme of arrangement or otherwise) in respect of Wincanton Shares which represents, in the Undertaking Shareholders' respective opinions, a value at any time of more than 480 pence per Wincanton Share (for the purposes of this paragraph only, a "Higher Competing Offer") and at any time following such announcement the relevant Undertaking Shareholder notifies Bidco of such opinion or otherwise makes an announcement or notification that it no longer intends to vote in favour of the Scheme pursuant to the terms of their irrevocable undertaking pursuant to Rule 2.10(c) of the Code. In determining the value of any Higher Competing Offer, the Undertaking Shareholders shall be entitled to take into account such matters, circumstances and factors as they consider, in their respective sole discretions, appropriate (including, without limitation, any conditions to, or risks associated with the completion or implementation of, such offers and where such offers includes any non-cash consideration, factors other than the then market value, if any, of such consideration); (iv) in respect of any Wincanton Shares which are sold, transferred or otherwise disposed of (regardless of the identity of the acquirer) at a price at or above 480 pence per Wincanton Share and in relation to any sale of an Undertaking Shareholder's Wincanton Shares by an Undertaking Shareholder (or anyone acting on their respective behalf) to Bidco (or anyone acting on its behalf) at any price per Wincanton Share below 480 pence; and (v) in respect of Aberforth only (a) with effect from 31 May 2024; (b) to the extent any Wincanton Shares held by it are the subject of a distribution to an investor in Aberforth UK Small Companies Fund by means of a redemption in specie; (c) in respect of any Wincanton Shares that have been lent to a third party and which Aberforth is unable to recall, provided it has used its reasonably endeavours to procure the recall of such Wincanton Shares; and (d) in respect of any Wincanton Shares that Aberforth is entitled to sell following the amendment or termination of any authority under which Aberforth manages such Wincanton Shares.

 

END