TIDM0H3Q TIDMUKM
RNS Number : 4129N
Deutsche Post AG
25 October 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
25 OCTOBER 2016
RECOMMED CASH OFFER
for
UK Mail Group plc ("UK Mail")
by
Deutsche Post AG ("Deutsche Post DHL")
Disclosure under Rule 2.10 regarding an irrevocable
undertaking
On 28 September 2016, Deutsche Post DHL released an announcement
in accordance with Rule 2.7 of the City Code on Takeovers and
Mergers (the "Code") (the "Offer Announcement") relating to a
recommended cash offer for the entire issued and to be issued share
capital of UK Mail at a price of 440 pence per share, valuing UK
Mail at approximately GBP242.7 million (the "Offer").
In the Offer Announcement it was stated that Deutsche Post DHL
had received irrevocable undertakings from each of the UK Mail
Directors who owns or controls ordinary shares, Mr John Kane, Mr
Michael Kane, Mrs Ghislaine Kane, Mr and Mrs Matthew Bailey,
Marlborough Fund Managers Limited and Unicorn Asset Management in
respect of a total of 33,103,149 ordinary shares representing, in
aggregate, approximately 60.0 per cent. of UK Mail's ordinary share
capital.
Further to the Offer Announcement, Deutsche Post DHL announces
that on 25 October 2016 it received an irrevocable undertaking to
accept the Offer from Napolitina Limited dated 24 October 2016 in
respect of 1,410,374 ordinary shares, representing approximately
2.6 per cent. of UK Mail's ordinary share capital.
The irrevocable undertaking will cease to be binding if:
(i) Deutsche Post DHL announces, with the consent of the Panel,
and before the Scheme Document is published, that it does not
intend to proceed with the Offer and no new, revised or replacement
scheme or offer is announced by the Deutsche Post DHL in accordance
with Rule 2.7 of the Takeover Code;
(ii) the Scheme does not become effective, is withdrawn or
lapses in accordance with its terms, save for where the Scheme is
withdrawn or lapses solely as a result of Deutsche Post DHL
exercising its right to implement the Offer by way of takeover
offer rather than the Scheme; or
(iii) the Scheme is withdrawn or lapses, save for where the
Scheme is withdrawn or lapses solely as a result of Deutsche Post
DHL exercising its right to implement the Offer by way of takeover
offer rather than the Scheme or any competing offer is made which
is declared wholly unconditional or otherwise becomes
effective.
Together with the other irrevocable undertakings received by
Deutsche Post DHL as disclosed in the Offer Announcement, Deutsche
Post DHL has now received irrevocable undertakings to accept the
Offer in respect of aggregate holdings of 34,513,523 ordinary
shares, which represent approximately 62.6 per cent. of UK Mail's
ordinary share capital.
Unless otherwise stated defined terms used in this announcement
have the same meaning as set out in Appendix IV to the Offer
Announcement.
Enquiries:
+49 (228) 182
Deutsche Post DHL 9944
Jürgen Gerdes
Achim Dünnwald
Anita Gupta
Robert Schneider
Marco Jülich
Daniel McGrath
Deutsche Bank AG (Financial
Adviser to Deutsche Post +44 (20) 7545
DHL) 8000
Christof Muerb
James Ibbotson
Ammar Altaf
Jimmy Bastock (Corporate
Broking)
UK Mail +44 (1753) 706070
Steven Glew
Investec Bank plc (Financial +44 (20) 7597
Adviser to UK Mail) 4000
Keith Anderson
James Rudd
Matt Lewis
William Godfrey
Rob Baker
FURTHER INFORMATION
Deutsche Bank AG is authorised under German Banking Law
(competent authority: European Central Bank). It is subject to
supervision by the European Central Bank and by BaFin, Germany's
Federal Financial Supervisory Authority. Deutsche Bank AG is acting
as financial adviser to Deutsche Post DHL and no one else in
connection with the Offer or the contents of this announcement and
will not be responsible to anyone other than Deutsche Post DHL for
providing the protections afforded to its clients or for providing
advice in connection with the contents of this announcement or any
matter referred to herein.
Investec Bank plc is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the UK. Investec Bank plc is
acting exclusively as financial adviser to UK Mail and no one else
in connection with the Offer and will not be responsible to anyone
other than UK Mail for providing the protections afforded to
clients of Investec Bank plc nor for providing advice in connection
with the Offer or any matter referred to herein.
This announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
pursuant to the Offer or otherwise. The Offer will be made solely
by means of a Scheme Document, which will contain the full terms of
and conditions to the Offer.
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 the United Kingdom.
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 other
jurisdictions should inform themselves of, and observe, any
applicable requirements.
The Offer relates to the acquisition of shares of a UK company
and is proposed to be effected by means of a scheme of arrangement
under the laws of England and Wales. However, if Deutsche Post DHL
were to elect to implement the Offer by means of a takeover offer,
such takeover offer will be made in compliance with all applicable
laws and regulations, including Section 14(e) of the US Securities
Exchange Act of 1934 (the "US Exchange Act") and Regulation 14E
thereunder. Such a takeover would be made in the United States by
Deutsche Post DHL and no one else. In addition to any such takeover
offer, Deutsche Post DHL, certain affiliated companies and the
nominees or brokers (acting as agents) may make certain purchases
of, or arrangements to purchase, shares in UK Mail 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.
Unless otherwise determined by Deutsche Post DHL or required by
the Takeover Code, and permitted by applicable law and regulation,
the Offer will not be made available, directly or indirectly, in,
into or from any jurisdiction where to do so would violate the laws
in that jurisdiction (a "Restricted Jurisdiction") and no person
may vote in favour of the offer by any such use, means,
instrumentality or form 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 Offer 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 Offer (including custodians, nominees and trustees) 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.
The availability of the Offer to UK Mail 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.
The Offer will be subject to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange, the Financial
Conduct Authority and the UKLA.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Takeover 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) applies must be
made by no later than 3.30pm (London time) on the 10th business day
following the commencement of the Offer Period and, if appropriate,
by no later than 3.30pm (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 Takeover 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, 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 3.30pm (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 http://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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Publication on Website
A copy of this Announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Deutsche Post DHL's and UK Mail's websites at
http://www.dpdhl-publications.com and
http://www.ukmail.com/investors/reports-downloads/dhl-offer
respectively by no later than 12 noon (London time) on Wednesday 26
October 2016. For the avoidance of doubt, the contents of these
websites are not incorporated into and do not form part of this
Announcement.
You may request a hard copy of this Announcement by contacting
Ammar Altaf on +44 (20) 7545 8000. You may also request that all
future documents, announcements and information to be sent to you
in relation to the Offer should be in hard copy form.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCMABBTMBMTBMF
(END) Dow Jones Newswires
October 25, 2016 07:03 ET (11:03 GMT)
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