TIDMDX.
RNS Number : 5071X
H.I.G.European Capital Partners LLP
20 December 2023
DISCLOSURE UNDER RULE 2.10(c)(ii) OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE")
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.
For immediate release
20 December 2023
RECOMMENDED CASH ACQUISITION
of
DX (GROUP) PLC ("DX")
by
TRANSIT BIDCO LIMITED ("BIDCO")
an indirectly 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
UPDATE ON THE LETTER OF INTENT GIVEN BY LOMBARD ODIER ASSET
MANAGEMENT (EUROPE) LIMITED
On 16 November 2023, the boards of Bidco and DX announced that
they had reached agreement on the terms and conditions of a
recommended cash acquisition by Bidco for the entire issued and to
be issued ordinary share capital of DX pursuant to Rule 2.7 of the
Code (the "2.7 Announcement").
Capitalised terms used in this announcement, unless otherwise
defined, shall have the meanings given to them in the 2.7
Announcement.
As set out in the 2.7 Announcement, Bidco had received certain
irrevocable undertakings and letters of intent to vote (or, in
relation to DX CFDs, to use reasonable endeavours to procure votes)
in favour of the Scheme at the Court Meeting and the Resolution at
the General Meeting.
The letter of intent given by Lombard Odier Asset Management
(Europe) Limited ("Lombard Odier") related to 50,102,908 DX Shares,
representing approximately 8.3 per cent. of the issued share
capital of DX as at 15 November 2023 (being the last practicable
date prior to the publication of the 2.7 Announcement).
Following the 2.7 Announcement, Lombard Odier announced that it
disposed of DX Shares on 7, 11, 15 and 19 December 2023, and has
since announced that on 20 December 2023 it has disposed of a
further 26,952,908 DX Shares, being its entire remaining holding of
DX Shares.
As a result, the letter of intent given to Bidco by Lombard
Odier has terminated.
Therefore:
-- the total number of DX Shares which are subject to
irrevocable undertakings and letters of intent received by Bidco
from holders of DX Shares is 236,642,906 DX Shares, representing
approximately 39.1 per cent. of the issued share capital of DX as
at 19 December 2023 (being the last business day prior to the date
of this announcement); and
-- the total number of DX Shares and CFDs which are subject to
irrevocable undertakings and letters of intent received by Bidco
from holders of DX shares and CFDs is 239,892,906 DX Shares and
CFDs, representing approximately 39.7 per cent. of the issued share
capital of DX as at 19 December 2023 (being the business day prior
to the date of this announcement).
Enquiries:
Deutsche Numis (Sole Financial Adviser
to H.I.G.) +44 (0) 207 260 1000
Stuart Skinner
Alec Pratt
William Wickham
Alexander Kladov
Further information
Numis Securities Limited ("Deutsche Numis"), which is authorised
and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively for H.I.G. and no one else in
connection with the matters set out in this announcement and will
not regard any other person as its client in relation to the
matters in this announcement and will not be responsible to anyone
other than H.I.G. for providing the protections afforded to clients
of Numis, nor for providing advice in relation to any matter
referred to herein. Neither Numis nor any of its affiliates (nor
any of their respective directors, officers, employees or 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 who is not a client of Numis in
connection with this announcement, any statement contained herein
or otherwise.
This announcement is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote in any jurisdiction.
The release, publication or distribution of this announcement in
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 such restrictions may constitute a violation
of the securities law of any such jurisdiction.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
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) of the Code applies must
be made by no later than 3.30 p.m. (London time) on the 10th
business day (as defined in the Code) 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 (as defined in the Code)
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 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 of the Code. A Dealing Disclosure by a
person to whom Rule 8.3(b) of the Code applies must be made by no
later than 3.30 p.m. (London time) on the business day (as defined
in the Code) 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 of the Code.
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 of
the Code).
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 Website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available at https://delta-offer.com/ promptly
and in any event by no later than 12 noon on the business day
following this announcement. The content of this website is not
incorporated into and does not form part of this announcement.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments.
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END
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