“On 26 February 2024, the boards of directors of Wincanton and CEVA Logistics UK Rose Limited (“CMA CGM”), a wholly-owned subsidiary of CEVA Logistics S.A. (itself a subsidiary of CMA CGM S.A.) made an announcement (the “Supplementary Scheme Announcement”) that they had reached agreement on the terms of an increased and final recommended cash offer for the entire issued and to be issued ordinary share capital of Wincanton, for an offer price of 480 pence in cash for each Wincanton Share (the “CMA CGM Revised Offer”).
On 29 February 2024, GXO announced its firm intention to make a cash offer to acquire the entire issued and to be issued share capital of Wincanton (the “Acquisition”) for an offer price of 605 pence in cash per Wincanton Share (the “GXO Offer”), to be effected by means of a takeover offer as defined in Part 28 of the Companies Act (the “Rule 2.7 Announcement”).
On 1 March 2024, the board of Wincanton announced the Wincanton Directors’ intention to recommend the GXO Offer and, accordingly, that they had withdrawn their recommendation of the CMA CGM Revised Offer.
GXO and Wincanton acknowledge the announcement made by CMA CGM, following the Wincanton Directors' change in recommendation, that:
it will not set aside the no price increase statement in the Supplementary Scheme Announcement;
it will not switch to a takeover offer (as defined in section 974 of the Companies Act) in respect of Wincanton; and
it is CMA CGM's intention that the CMA CGM Revised Offer will lapse in due course.
Accordingly, it is intended that the CMA CGM Offer Shareholder Meetings (as defined below) will be adjourned indefinitely in order to allow the GXO Offer to proceed. See paragraph “Indefinite adjournment of the CMA CGM Offer Shareholder Meetings” below for further information.
Switch of GXO Offer to a scheme of arrangement
The GXO Directors welcome the Wincanton Directors’ intention to recommend the GXO Offer and to support GXO to implement the Acquisition by way of a Scheme. Accordingly, GXO has elected, with the consent of Wincanton and the Panel, to implement the Acquisition by way of a recommended scheme of arrangement under Part 26 of the Companies Act.
Conditions to the GXO Offer
Save where set out in this Announcement, the terms and conditions of the Acquisition remain unchanged from those set out in the Rule 2.7 Announcement (subject to appropriate amendments to reflect the change in structure by which the Acquisition is to be implemented, being by a scheme of arrangement rather than the Offer). The amended conditions will be set out in full in the Scheme Document.
The Acquisition is conditional on, among other things, (a) a resolution to approve the Scheme being passed by a majority in number representing 75 per cent. in value of the Wincanton Shareholders present and voting (and entitled to vote) at the meeting summoned under section 896 of the Companies Act, either in person or by proxy (the “Court Meeting”); (b) the resolutions required to implement the Scheme being passed by the requisite majority of Wincanton Shareholders at a general meeting (the “General Meeting”); and (c) the sanction of the Scheme by the High Court of Justice in England and Wales. The Acquisition is no longer conditional on the Acceptance Condition.
GXO Offer timetable
Full details of the Scheme, including an indicative timetable for its implementation and the necessary action to be taken by Wincanton Shareholders and together with notices of the Court Meeting and the General Meeting, will be set out in a scheme document (the “Scheme Document”), which is expected to be posted to Wincanton Shareholders and, for information only, to persons with information rights as soon as reasonably practicable and, in any event by 28 March 2024, being within 28 days of the Rule 2.7 Announcement (or such later time as the Panel, GXO and Wincanton may agree). The Scheme is expected to become Effective in mid-Q2 2024.
GXO Offer irrevocable undertakings
All of the irrevocable undertakings described in the Rule 2.7 Announcement and the separate announcement made by GXO on 29 February 2024 regarding shareholder support for the Acquisition continue to remain valid in relation to the Scheme. These commitments comprise irrevocable undertakings in respect of, in aggregate, 42,395,691 Wincanton Shares and representing approximately 34.0 per cent. of the issued share capital of Wincanton as at 5 March 2024.
GXO Offer: De-listing, cancellation of trading and re-registration
Prior to the Scheme becoming Effective, it is intended that Wincanton will make applications to the London Stock Exchange for the cancellation of trading of Wincanton Shares on the London Stock Exchange’s main market for listed securities and to the FCA for the cancellation of listing of Wincanton Shares on the Official List. It is expected that such cancellation of admission to trading and listing would take effect from or shortly after the Effective Date.
On the Effective Date, share certificates in respect of Wincanton Shares will cease to be valid and should be destroyed. In addition, entitlements to Wincanton Shares held within the CREST system will be cancelled.
It is also proposed that, following the Effective Date and after the cancellation of the admission of the Wincanton Shares to trading on the Main Market and the listing of Wincanton Shares on the Official List, Wincanton will be re-registered as a private limited company under the relevant provisions of the Companies Act.
Indefinite adjournment of the CMA CGM Offer Shareholder Meetings
Further to the announcement by Wincanton on 1 March 2024 of the withdrawal by the Wincanton Directors of their recommendation of the CMA CGM Revised Offer, Wincanton intends to adjourn the Meetings (as defined in the CMA CGM Scheme Document) (the “CMA CGM Offer Shareholder Meetings”), which are both currently scheduled to be held on 13 March 2024, in order to allow the GXO Offer to proceed.
In light of this indefinite adjournment, the Wincanton Directors recommend that Wincanton Shareholders cancel any plans to attend the CMA CGM Offer Shareholder Meetings scheduled for 13 March 2024.”
