TIDMUKM
RNS Number : 5018N
UK Mail Group PLC
26 October 2016
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 OF
SUCH JURISDICTION
For immediate release
26 October 2016
RECOMMED CASH OFFER
for
UK Mail Group plc ("UK Mail")
by
Deutsche Post AG ("Deutsche Post DHL")
to be implemented pursuant to a scheme of arrangement
Posting of the Scheme Document
On 28 September 2016, the boards of UK Mail and Deutsche Post
DHL announced that they had reached agreement on the terms of a
recommended cash offer to be made by Deutsche Post DHL for the
entire issued and to be issued ordinary share capital of UK Mail
(the "Offer"). The Offer is being implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme").
The board of UK Mail announces that it is today posting to UK
Mail Shareholders a circular in relation to the Offer (the "Scheme
Document"), setting out, amongst other things, the full terms and
conditions of the Scheme, an explanatory statement pursuant to
section 897 of the Companies Act 2006, an expected timetable of
principal events, notices of the Court Meeting and General Meeting
and details of the actions to be taken by UK Mail Shareholders,
together with the Forms of Proxy for the Court Meeting and the
General Meeting. UK Mail is also posting the Scheme Document to
participants in the UK Mail Share Schemes, together with details of
the proposals being made to such participants.
Notices of the Court Meeting and General Meeting
As further detailed in the Scheme Document, to become Effective
the Scheme requires, amongst other things, that the required
majority of Scheme Shareholders vote in favour of the Scheme at the
Court Meeting and that the required majority of UK Mail
Shareholders vote in favour of the Resolution to be proposed at the
General Meeting.
Notices convening the Court Meeting and the General Meeting for
11.00 a.m. and 11.05 a.m. (or, if later, as soon as the Court
Meeting has been concluded or adjourned) respectively on 18
November 2016 to be held at the offices of Travers Smith LLP, 10
Snow Hill, London EC1A 2AL, are set out in the Scheme Document.
Forms of Proxy for use at such meetings are enclosed with the
Scheme Document. If the Scheme is approved by the Scheme
Shareholders, the Resolution is approved by UK Mail Shareholders,
all other Conditions to the Offer are satisfied or (if capable of
waiver) waived, the Court sanctions the Scheme and the Scheme
becomes Effective in accordance with its terms, then under the
anticipated timetable it is expected that dealings in UK Mail
Shares will be suspended at 5.00 p.m. on 21 December 2016 and UK
Mail Shares will subsequently be cancelled from listing on the
premium listing segment of the Official List and trading on the
London Stock Exchange's main market for listed securities at 8:00
a.m. on 23 December 2016. Further details of the expected timetable
of principal events are set out below and in the Scheme
Document.
It is important that, for the Court Meeting, as many votes as
possible are cast so that the Court may be satisfied that there is
a fair and reasonable representation of the Scheme Shareholders'
opinion. Scheme Shareholders are therefore strongly urged to submit
their Forms of Proxy (or the electronic equivalent) (once received)
as soon as possible in accordance with the instructions for so
doing.
Capitalised terms used in this announcement (the "Announcement")
shall, unless otherwise defined, have the same meanings as set out
in the Scheme Document. Copies of this Announcement and the Scheme
Document will be available (subject to certain restrictions
relating to persons in Restricted Jurisdictions (as defined below))
on UK Mail's website at www.ukmail.com/investors up to and
including the Effective Date. The contents of UK Mail's website are
not incorporated into, and do not form part of, this
Announcement.
Timetable
The current expected timetable of principal events for the
implementation of the Scheme is set out in the Scheme Document and
repeated below. If any of the key dates set out in the expected
timetable change, an announcement will be made through a Regulatory
Information Service.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out expected dates for
the implementation of the Scheme. All times shown in this document
are London times unless otherwise stated.
Event Time and/or date
Latest time for receipt
of Forms of Proxy for:
Court Meeting (blue form) 11.00 a.m. on 16 November
2016((1)
General Meeting (white 11.05 a.m. on 16 November
form) 2016((1)
Voting Record Time for 6.30 p.m. on 16 November
the Court Meeting and 2016((2)
General Meeting
Court Meeting 11.00 a.m. on 18 November
2016
General Meeting 11.05 a.m. on 18 November
2016((3)
Agreed Dividend Record Close of business on 25
Date November 2016
Agreed Dividend payment 2 December 2016
date
The following dates given are indicative only,
are based on UK Mail's current expectations and
may be subject to change(4) . UK Mail will give
adequate notice of all of these dates, when known,
by issuing an announcement through a Regulatory
Information Service and by posting notice of
these dates on its website http://www.ukmail.com/investors.
Further updates of changes to other times or
dates indicated above shall, at UK Mail's discretion,
be notified in the same way. All UK Mail Shareholders
have the right to attend the Scheme Court Hearing.
Scheme Court Hearing A date expected to be
(to sanction the Scheme) 20 December 2016, subject
to regulatory clearances
("D")(5)
Last day of dealings 21 December 2016 (D+1)
in, and for registrations
of transfers of, UK Mail
Shares
Dealings in UK Mail Shares 5.00 p.m. on 21 December
suspended 2016 (D+1)
Scheme Record Time 6.30 p.m. on 21 December
2016 (D+1)
Effective Date of the 22 December 2016 (D+2)
Scheme
Cancellation of admission By 08.00 a.m. on 23 December
of and dealings in UK 2016 (D+3)
Mail Shares
Latest date for despatch 14 days after the Effective
of cheques and/or crediting Date
of CREST accounts for
cash consideration due
under the Scheme
Long Stop Date 28 September 2017(6)
------------------------------- ------------------------------
1. If the blue Form of Proxy for the Court Meeting is not
received by UK Mail's Registrar, Equiniti, by 11.00 a.m. on 16
November 2016, it may be handed to the chairman of the Court
Meeting at any time before the taking of the poll and still be
valid or, if the Court Meeting is adjourned, not later than 48
hours before the time fixed for the holding of the adjourned
meeting. However, the white Form of Proxy for the General Meeting
must be received by Equiniti by 11.05 a.m. on 16 November 2016 in
order for it to be valid or, if the General Meeting is adjourned,
not later than 48 hours before the time fixed for the holding of
the adjourned meeting.
2. If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the adjourned meeting will be
6.30 p.m. on the day which is two Business Days before the date
fixed for the adjourned meeting.
3. The General Meeting will commence at 11.05 a.m. on 18
November 2016 or, if later, as soon thereafter as the Court Meeting
has concluded or been adjourned.
4. These dates are indicative only and will depend, amongst
other things, on the date upon which (i) the Conditions are either
satisfied or (if capable of waiver) waived; (ii) the Court
sanctions the Scheme; and (iii) the Scheme Court Order is delivered
to the Registrar of Companies.
5. Any references to a day after "D" are references to a Business Day.
6. This is the latest date by which the Scheme may become
effective unless UK Mail and Deutsche Post DHL agree, with the
consent of the Panel and (if required) the Court, a later date.
Enquiries:
UK Mail Group plc 01753 706070
Steven Glew, Finance Director
Investec Bank plc (Financial
Adviser to UK Mail Group plc) 0207 597 4000
Keith Anderson / James Rudd
/ Matt Lewis
William Godfrey / Rob Baker
MHP Communications 0203 128 8100
John Olsen/Giles Robinson/Gina
Bell
Deutsche Post DHL +49 (228) 182 9944
Jürgen Gerdes
Achim Dünnwald
Anita Gupta
Robert Schneider
Marco Jülich
Daniel McGrath
Deutsche Bank AG (Financial
Adviser to Deutsche Post DHL) 0207 545 8000
Christof Muerb
James Ibbotson
Ammar Altaf
Jimmy Bastock (Corporate Broking)
Important Notices
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.
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.
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 the Scheme Document or any document by which the Offer
is made which will contain the full terms and Conditions of the
Offer, including details of how to vote in respect of the
acquisition.
This Announcement has been prepared for the purpose of complying
with English law and the Takeover 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.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
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.
Forward looking statements
This Announcement may contain statements about Deutsche Post DHL
and UK Mail that are or may be forward looking statements. All
statements other than statements of historical facts included in
this Announcement may be forward looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "estimates", "projects" or
words or terms of similar substance or the negative thereof, are
forward looking statements. Forward looking statements include
statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management
strategies and the expansion and growth of Deutsche Post DHL's or
UK Mail's operations and potential synergies resulting from the
Offer; and (iii) the effects of government regulation on Deutsche
Post DHL's or UK Mail's business.
Such forward looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any forward
looking statements. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward looking
statements, which speak only as of the date hereof. Deutsche Post
DHL disclaims any obligation to update any forward looking or other
statements contained herein, except as required by applicable
law.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share for Deutsche Post DHL or UK Mail, as
appropriate, for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share for Deutsche Post DHL or UK Mail, as
appropriate.
Disclosure requirements of the Takeover 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 the Scheme Document (and any documented incorporated
by reference therein) and 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 Thursday 27
October 2016. For the avoidance of doubt, the contents of these
websites are not incorporated into and do not form part of the
Scheme Document or this Announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
SOAFEWSAMFMSEES
(END) Dow Jones Newswires
October 26, 2016 04:29 ET (08:29 GMT)
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