TIDMDX.
RNS Number : 1277Z
DX (Group) PLC
09 January 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
RECOMMED CASH ACQUISITION
of
DX (GROUP) PLC
by
TRANSIT BIDCO LIMITED
an indirect wholly-owned subsidiary of funds advised or managed
by H.I.G. Capital LLC or its affiliates, as advised or subadvised
by H.I.G. European Capital Partners LLP
(to be implemented by way of a scheme of arrangement under Part
26 of the Companies Act 2006)
Results of Court Meeting and General Meeting held on 9 January
2024
On 16 November 2023, the boards of directors of DX (Group) plc
("DX") and Transit Bidco Limited ("Bidco") announced that they had
reached agreement on the terms and conditions of a recommended cash
acquisition by Bidco, an indirectly wholly-owned subsidiary of
funds advised or managed by H.I.G. Capital LLC ("H.I.G.") or its
affiliates, as advised or subadvised by H.I.G. European Capital
Partners LLP, of the entire issued and to be issued ordinary share
capital of DX (the "Acquisition"). The Acquisition is intended to
be implemented by way of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act. A circular in relation to the
Acquisition was published by DX on 11 December 2023 ("Scheme
Document").
The board of DX is pleased to announce that at the Court Meeting
and the General Meeting, each held earlier today in connection with
the Acquisition:
-- the requisite majority of Scheme Shareholders voted in
favour of the resolution to approve the Scheme at the
Court Meeting; and
-- the requisite majority of DX Shareholders voted to pass
the Resolution at the General Meeting to approve the implementation
of the Scheme,
and accordingly, the Scheme was approved.
Capitalised terms in this announcement, unless otherwise
defined, have the same meanings as set out in the Scheme Document
and all references to times in this announcement are to London time
unless otherwise stated.
Details of the resolutions passed are set out in the notices of
the Court Meeting and General Meeting at Parts VIII and IX
(respectively) of the Scheme Document, which is available on
Bidco's website at https://delta-offer.com/ and DX's website at
www.investors.dxdelivery.com.
The total number of DX Shares in issue (other than shares held
in treasury) at the Voting Record Time was 604,900,491.
Consequently, the total voting rights in DX at the Voting Record
Time were 604,900,491. Scheme Shareholders were entitled to one
vote per Scheme Share held at the Voting Record Time at the Court
Meeting and DX Shareholders were entitled to one vote per DX Share
held at the Voting Record Time at the General Meeting.
The detailed voting results in relation to the Court Meeting and
the General Meeting are summarised below and this announcement will
be posted on DX's website at www.investors.dxdelivery.com.
Voting results of the Court Meeting
At the Court Meeting, a majority in number of Scheme
Shareholders who voted (either in person or by proxy), representing
95.56 per cent. by value of those Scheme Shares voted, voted in
favour of the resolution to approve the Scheme. The resolution
proposed at the Court Meeting was passed on a poll vote. Details of
the votes cast are as follows:
Number of % of Scheme Number of % of Scheme Number of
Scheme Shares Shares voted* Scheme Shareholders Shareholders Scheme Shares
voted who voted who voted* voted as
a % of the
issued share
capital
entitled
to vote
on the Scheme*
For 416,283,396 95.56 79 32.11 68.82
--------------- --------------- --------------------- -------------- ----------------
Against 19,337,217 4.44 13 5.28 3.20
--------------- --------------- --------------------- -------------- ----------------
Total 435,620,613 100 92 37.39 72.02
--------------- --------------- --------------------- -------------- ----------------
* All percentages rounded to two decimal places.
Voting results of the General Meeting
At the General Meeting, the Resolution to authorise the
implementation of the Scheme was duly passed on a poll vote. The
results are detailed as follows:
Number of DX Shares % of DX Shares voted* Number of DX Shares
voted voted as a % of the
issued ordinary share
capital * **
For*** 415,449,491 95.52 68.68
---------------------------------- -------------------------------- ----------------------------------
Against 19,488,951 4.48 3.22
---------------------------------- -------------------------------- ----------------------------------
Withheld** 40,450 0.00 0.00
---------------------------------- -------------------------------- ----------------------------------
Total 434,938,442 100 71.90
---------------------------------- -------------------------------- ----------------------------------
* All percentages rounded to two decimal places.
** A vote withheld is not a vote in law and is not counted in
the calculation of the proportion of votes 'For' or 'Against' the
special resolution.
*** Includes discretionary votes.
Next Steps
The outcome of today's Court Meeting and General Meeting means
that Conditions 2(a) and 2(b) (as set out in Part A of Part III of
the Scheme Document) have been satisfied. The Acquisition remains
subject to the satisfaction or (where capable of being waived)
waiver of the other Conditions to the Acquisition as set out in
Part III of the Scheme Document, including the Court sanctioning
the Scheme at the Scheme Sanction Hearing.
The Scheme Sanction Hearing is scheduled to be held in the High
Court of Justice in England and Wales on 25 January 2024 at 10:30
a.m. DX and Bidco therefore anticipate that the Scheme will become
Effective on or about 29 January 2024.
The current expected timetable for implementation of the Scheme
is:
Event Time and/or date (1)
Sanction Hearing 25 January 2024
Last day of dealings in, and for registration 26 January 2024
of transfers of, and disablement in
CREST of, DX Shares
Scheme Record Time and Date 6:00 p.m. on 26 January
2024
Dealings in DX Shares suspended 7:30 a.m. on 29 January
2024
Effective Date of the Scheme 29 January 2024
Cancellation of admission of DX Shares By 7:00 a.m. on 30 January
to trading on the AIM Market 2024
Latest date for despatch of cheques Within 14 days of the
and crediting of CREST for Cash Consideration Effective Date
due under the Scheme
Long Stop Date 31 May 2024 (2)
_______________________
Notes:
(1) These dates and times are indicative only and will depend,
among other things, on the date upon which: (i) the Conditions
are satisfied or (if capable of waiver) waived; (ii) the
Court sanctions the Scheme; and (iii) a copy of the Court
Order is delivered to the Registrar of Companies.
(2) This is the latest date by which the Scheme may become
Effective unless Bidco and DX agree (and the Panel and,
if required, the Court permit) a later date.
If any of the expected times and/or dates above change, the
revised times and/or dates will be notified to DX Shareholders by
announcement through a Regulatory Information Service, with such
announcement being made available on Bidco's website at
https://delta-offer.com/ and DX's website at
www.investors.dxdelivery.com.
Enquiries
DX
Paul Ibbetson, Chief Executive +44 20 3178 6378
Officer David Mulligan, Chief
Financial Officer
(c/o KTZ Communications)
Moelis & Company UK LLP (Lead
Financial Adviser to DX)
Mark Aedy, Yorick van Slingelandt,
Chris Raff +44 20 7634 3500
Liberum Capital Limited (Nominated
Adviser and Joint Broker to
DX)
Nick How +44 20 3100 2000
KTZ Communications (PR Adviser
to DX)
Katie Tzouliadis/Robert Morton +44 20 3178 6378
Addleshaw Goddard LLP is acting as legal adviser to DX in
connection with the Acquisition.
Important notices relating to financial advisers
Moelis & Company UK LLP ("Moelis"), which is regulated by
the FCA in the United Kingdom, is acting exclusively for DX and no
one else in connection with the Acquisition and other matters set
out in this announcement and will not be responsible to anyone
other than DX for providing the protections afforded to clients of
Moelis, or for providing advice in connection with the Acquisition
or any matter referred to herein. Neither Moelis nor any of its
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 Moelis in connection with this announcement, any statement
contained herein or otherwise.
Liberum Capital Limited ("Liberum"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
as nominated adviser and joint corporate broker to DX and for no
one else in connection with the Acquisition or any matters referred
to in this announcement and will not be responsible to anyone other
than DX for providing the protections afforded to its clients nor
for providing advice in relation to the Acquisition, the contents
of this announcement or any other matters referred to in this
announcement. Neither Liberum nor any of its affiliates, respective
directors, officers, employees and agents 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 other than DX in connection with the matters referred to in
this announcement, or otherwise.
Further information
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.
The Acquisition is subject to English law and to the applicable
requirements of the Code, the Panel, AIM Rules, the London Stock
Exchange and the FCA.
The Acquisition is made solely by the Scheme Document (or, in
the event that the Acquisition is implemented by means of a
Takeover Offer, the Offer Document), which, together with the Forms
of Proxy, contains the full terms and conditions of the Acquisition
including details of how to vote in respect of the Scheme. Any
voting decision or response in relation to the Acquisition should
be made solely on the basis of the Scheme Document. DX Shareholders
are advised to read the formal documentation in relation to the
Acquisition carefully. Each DX Shareholder is urged to consult
their independent financial adviser regarding the tax consequences
of the Acquisition.
This announcement does not constitute a prospectus or a
prospectus equivalent document.
If you are in any doubt about the Acquisition, the contents of
the Scheme Document or as to the action you should take, you are
recommended to seek your own personal financial, tax and/or legal
advice immediately from your stockbroker, bank manager, solicitor,
accountant, or other independent financial adviser authorised under
the Financial Services and Markets Act 2000, if you are in the
United Kingdom, or, if not, from another appropriately authorised
independent adviser in the relevant jurisdiction.
Overseas jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are not resident in the United
Kingdom or who are subject to the laws of any jurisdiction other
than the United Kingdom (including Restricted Jurisdictions) should
inform themselves about, and observe, any applicable legal or
regulatory requirements. Any failure to comply with applicable
legal or regulatory requirements of any jurisdiction may constitute
a violation of securities laws or regulations in that jurisdiction.
To the fullest extent permitted by applicable law or regulations,
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 for the purpose of complying
with English law and the Code 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
jurisdictions outside England.
The Acquisition will not be made, directly or indirectly, in or
into or by use of the mails or any other means or instrumentality
(including, without limitation, telephonic or electronic) of
interstate or foreign commerce of, or any facility of a national,
state or other securities exchange of, a Restricted Jurisdiction,
and the Acquisition will not be capable of acceptance by any such
use, means, instrumentality or facility or from within a Restricted
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
or any jurisdiction where to do so would constitute a violation of
the laws of such jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any
Restricted Jurisdiction. Doing so may render invalid any related
purported vote in respect of acceptance of the Acquisition.
Further details in relation to DX Shareholders in overseas
jurisdictions are contained in the Scheme Document.
Notice to US Holders
The Acquisition relates to shares of a UK company and is being
made by means of a scheme of arrangement under the laws of England
and Wales. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules or the proxy
solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure and
procedural requirements applicable in the United Kingdom to schemes
of arrangement which differ from the disclosure requirements of the
US tender offer and proxy solicitation rules. Furthermore, the
payment and settlement procedure with respect to the Acquisition
will comply with the relevant rules under the Code, which differ
from US payment and settlement procedures, particularly with regard
to the date of payment of consideration.
Bidco reserves the right, subject to the prior consent of the
Panel and in accordance with the Co-operation Agreement, to elect
to implement the Acquisition by means of a Takeover Offer for the
entire issued and to be issued ordinary share capital of DX, as an
alternative to the Scheme. If Bidco were to elect to implement the
Acquisition by means of a Takeover Offer and determines to extend
the Acquisition into the United States, such Takeover Offer would
be made in compliance with all applicable US laws and regulations,
including any applicable US tender offer regulations and in
accordance with any applicable exemptions under the US Exchange
Act.
In accordance with normal United Kingdom practice, Bidco or its
nominees or brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, shares or other
securities of DX outside of the US, other than pursuant to the
Acquisition, until the date on which the Acquisition becomes
Effective, lapses or is otherwise withdrawn, in compliance with
applicable law, including the US Exchange Act. These purchases may
occur either in the open market at prevailing prices or in private
transactions at negotiated prices. Any information about such
purchases or arrangements to purchase shall be disclosed as
required in the United Kingdom, shall be reported to the Regulatory
Information Service and shall be available on the London Stock
Exchange website at www.londonstockexchange.com.
The receipt of consideration by a US holder for the transfer of
its DX Shares pursuant to the Scheme will likely be a taxable
transaction for United States federal income tax purposes. Each DX
Shareholder is urged to consult their independent professional
adviser immediately regarding the tax consequences of the
Acquisition applicable to such holder, including, in the case of a
US holder of DX Shares, under applicable US state and local tax
laws, as well as overseas and other tax laws that may be
applicable.
Some or all of DX's officers and directors reside outside the
US, and some or all of its assets are or may be located in
jurisdictions outside the US. Therefore, investors may have
difficulty effecting service of process within the US upon those
persons or recovering against DX or its officers or directors on
judgments of US courts, including judgments based upon the civil
liability provisions of the US federal securities laws. Further, it
may be difficult to compel a non-US company and its affiliates to
subject themselves to a US court's judgment. It may not be possible
to sue DX or its officers or directors in a non-US court for
violations of the US securities laws.
Neither the SEC nor any US state securities commission has
approved or disproved or passed judgment upon the fairness or the
merits of the Acquisition or determined if this document is
adequate, accurate or complete.
Financial information relating to DX included in or incorporated
by reference into this document has been or will have been prepared
in accordance with IFRS and may not therefore be comparable to the
financial information of US companies or companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the US.
Forward-looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, oral statements made regarding the Acquisition, and
other information published by DX, any member of the DX Group,
Bidco or any other member of the Bidco Group contain statements
which are, or may be deemed to be, "forward looking statements".
These forward-looking statements can be identified by the fact that
they do not relate only to historical or current facts.
Forward-looking statements often use words such as, without
limitation, "anticipate", "target", "expect", "estimate", "intend",
"plan", "goal", "believe", "aim", "will", "may", "hope",
"continue", "would", "could" or "should" or other words of similar
meaning or the negative thereof. Forward-looking statements
include, but are not limited to, statements relating to the
following: (i) future capital expenditures, expenses, revenues,
economic performance, financial conditions, dividend policy, losses
and future prospects, (ii) business and management strategies and
the expansion and growth of the operations of DX, any member of the
DX Group, Bidco or any other member of the Bidco Group, (iii) the
effects of government regulation on the business of DX, any member
of the DX Group, Bidco or any other member of the Bidco Group, (iv)
negative effects relating to this document and/or status of the
Acquisition, (v) the possibility that any of the conditions to the
Acquisition will not be satisfied, and (vi) significant transaction
costs or unknown liabilities. There are many factors which could
cause actual results to differ materially from those expressed or
implied in forward-looking statements. Among such factors are
changes in global, political, economic, business, competitive,
market and regulatory forces, future exchange and interest rates,
changes in tax rates and future business combinations or disposals.
Such statements are qualified in their entirety by the inherent
risks and uncertainties surrounding future expectations.
These forward looking statements are prospective in nature and
are not based on historical facts, but rather on current
expectations and on numerous assumptions regarding the business
strategies and the environment in which DX, any member of the DX
Group, Bidco or any member of the Bidco Group shall operate in the
future and are subject to risks and uncertainties that could cause
actual results to differ materially from those expressed or implied
by those statements. By their nature, these forward-looking
statements involve known and unknown risks, and uncertainties
because they relate to events and depend on circumstances that will
occur in the future. The factors described in the context of such
forward-looking statements in this document may cause the actual
results, performance or achievements of any such person, or
industry results and developments, to be materially different from
any results, performance or achievements expressed or implied by
such forward-looking statements. No assurance can be given that
such expectations will prove to have been correct and persons
reading this document are therefore cautioned not to place undue
reliance on these forward-looking statements which speak only as at
the date of this document. None of DX, any member of the DX Group,
Bidco or any other member of the Bidco Group, or their respective
members, directors, officers, employees, advisers or any person
acting on behalf of one or more of them, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
this document will actually occur.
None of DX, any member of the DX Group, Bidco or any other
member of the Bidco Group, or their respective members, directors,
officers, employees, advisers or any person acting on behalf of one
or more of them, has any intention or accepts any obligation to
update publicly or revise any forward-looking statement, whether as
a result of new information, future events or otherwise, except to
the extent legally required. All subsequent oral or written
forward-looking statements attributable to DX, any member of the DX
Group, Bidco or any other member of the Bidco Group or any persons
acting on their behalf are expressly qualified in their entirety by
the cautionary statement above.
No profit forecasts, estimates or quantified financial benefits
statements
No statement in this announcement is intended as a profit
forecast or estimate for any period or a quantified financial
benefits statement and no statement in this announcement should be
interpreted to mean that earnings or earnings per ordinary share,
for Bidco or DX, respectively for the current or future financial
years would necessarily match or exceed the historical published
earnings or earnings per ordinary share for Bidco or DX,
respectively.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the Offer Period and, if later, following the announcement in
which any securities exchange offeror is first identified. An
Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m. (London time) on the 10th Business Day following the
commencement of the Offer Period and, if appropriate, by no later
than 3:30 p.m. (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 one per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(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 p.m.
(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 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 +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on a website and availability of hard copies
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on Bidco's website at https://delta-offer.com/ and
DX's website at www.investors.dxdelivery.com and in any event by no
later than 12:00 noon (London time) on the Business Day following
the publication of this document. For the avoidance of doubt, the
contents of those websites (including the content of any other
website accessible from hyperlinks on such websites) are not
incorporated into by reference, and do not form part of, this
document.
In accordance with Rule 30.3 of the Code, DX Shareholders and
persons with information rights may request a hard copy of this
document (and any information incorporated into this document by
reference) free of charge by contacting DX's registrar, Link Group,
on 0371 664 0300 (from within the UK) or on +44 (0)371 664 0300
(from outside the UK), or by writing to Link Group at Central
Square, 29 Wellington Street, Leeds LS1 4DL. Calls are charged at
the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable
international rate. Link Group is open between 9:00 a.m. and 5:30
p.m., Monday to Friday, excluding public holidays in England and
Wales. Please note that Link Group cannot provide any financial,
legal or tax advice and calls may be recorded and monitored for
security and training purposes. Alternatively, a request in writing
may be submitted to Link Group at Central Square, 29 Wellington
Street, Leeds LS1 4DL. If you have received this document in
electronic form, copies of this document and any document or
information incorporated by reference into this document will not
be provided unless such a request is made.
You may request that all future documents, announcements and
information be sent to you in relation to the Acquisition in hard
copy.
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 figures that precede them.
Electronic communications
Please be aware that addresses, electronic addresses and certain
other information provided by DX Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from DX may be provided to Bidco during the Offer
Period as required under Section 4 of Appendix 4 of the Code to
comply with Rule 2.11(c) of the Code.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCUPUPWGUPCGPB
(END) Dow Jones Newswires
January 09, 2024 07:40 ET (12:40 GMT)
Dx (group) (LSE:DX.)
Graphique Historique de l'Action
De Avr 2024 à Mai 2024
Dx (group) (LSE:DX.)
Graphique Historique de l'Action
De Mai 2023 à Mai 2024