Eddie Stobart Logistics PLC Wincanton plc - Decision not to make an offer (5984U)
25 Noviembre 2019 - 11:13AM
UK Regulatory
TIDMESL TIDMWIN
RNS Number : 5984U
Eddie Stobart Logistics PLC
25 November 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
25 November 2019
Eddie Stobart Logistics plc
Wincanton plc - Decision not to make an offer for Eddie Stobart
Logistics plc
The Board of Eddie Stobart Logistics plc ("Eddie Stobart" or the
"Company") notes the announcement by Wincanton plc ("Wincanton")
and confirms that shortly before this announcement was made, it
received notification from representatives of Wincanton that it did
not intend to make an offer for Eddie Stobart.
The Board of Eddie Stobart is disappointed that Wincanton felt
it was unable to put forward an offer to shareholders despite being
granted access to extensive due diligence (commensurate with its
status as a strategic competitor to Eddie Stobart) since
mid-September 2019. This included provision of comprehensive
company information, alongside multiple meetings with senior and
divisional management of Eddie Stobart (for both Wincanton and its
advisers).
The Board actively encouraged Wincanton to put forward a
proposal to the Board, and ultimately to shareholders. However, at
no stage of their involvement in the process was any offer
forthcoming, nor any indication as to the terms of any offer should
one be forthcoming.
As announced on 20 November 2019, Eddie Stobart published a
circular (the "Circular") in relation to the Proposed Transaction
whereby Marcelos Limited ("Marcelos"), a wholly-owned subsidiary of
DouglasBay Capital III Fund LP (the "Fund"), a fund managed by DBAY
Advisors Limited ("DBAY"), will on satisfaction of certain
conditions acquire a 51% stake in Greenwhitestar Acquisitions
Limited, which is currently a wholly-owned Subsidiary of the
Company and in turn holds the Company's interests in the trading
entities of the Group, and DBAY will agree to (directly or
indirectly) inject approximately GBP55m of new financing into the
Group's operations through the Interim PIK Facility and the PIK
Facility, which will be used to provide necessary liquidity (the
"Proposed Transaction").
The Board believes the Proposed Transaction to be in the best
interests of the Company and its Shareholders as a whole.
The person responsible for arranging the release of this
announcement on behalf of Eddie Stobart is Anoop Kang, Chief
Financial Officer.
Enquiries
Eddie Stobart Logistics plc (0)1925 605400
Sebastien Desreumaux, Chief Executive Officer
Anoop Kang, Chief Financial Officer
Rothschild & Co (Financial Advisor) (0)20 7280 5000
Ravi Gupta / Niall McBride / David Weinberg
Cenkos Securities (Nomad & Joint Broker) (0)20 7397 8900
Nicholas Wells / Giles Balleny / Harry Hargreaves
Berenberg (Joint Broker) (0)20 3207 7800
Chris Bowman / Toby Flaux / Simon Cardron
FTI Consulting (0)20 3727 1340
Nick Hasell / Alex Le May / Matthew O'Keeffe
Notice related to financial adviser
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively for Eddie
Stobart and for no one else in connection with the subject matter
of this announcement and will not be responsible to anyone other
than Eddie Stobart for providing the protections afforded to its
clients or for providing advice in connection with the subject
matter of this announcement.
Cenkos Securities plc ("Cenkos Securities"), which is authorised
and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for Eddie Stobart and for no one
else in connection with the subject matter of this announcement and
will not be responsible to anyone other than Eddie Stobart for
providing the protections afforded to its clients or for providing
advice in connection with the subject matter of this
announcement.
Joh. Berenberg, Gossler & Co. KG, London Branch
("Berenberg"), which is authorised and regulated by the German
Federal Financial Supervisory Authority and subject to limited
regulation by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for Eddie Stobart and for no one
else in connection with the subject matter of this announcement and
will not be responsible to anyone other than Eddie Stobart for
providing the protections afforded to its clients or for providing
advice in connection with the subject matter of this
announcement.
Additional Information
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities, or the solicitation of any
vote or approval in any jurisdiction, pursuant to this announcement
or otherwise. Any offer, if made, will be made solely by certain
offer documentation which will contain the full terms and
conditions of any offer, including details of how it may be
accepted. The distribution of this announcement in jurisdictions
other than the United Kingdom and the availability of any offer to
shareholders of Eddie Stobart who are not resident in the United
Kingdom may be affected by the laws of relevant jurisdictions.
Therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or shareholders of Eddie
Stobart who are not resident in the United Kingdom will need to
inform themselves about, and observe any applicable
requirements.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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November 25, 2019 12:13 ET (17:13 GMT)
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