TIDMCLG TIDMTTM TIDMGXO
RNS Number : 6386M
Clipper Logistics plc
24 May 2022
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 THAT
JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
24 MAY 2022
Recommended Cash and Share Offer
for
Clipper Logistics plc ("Clipper")
by
GXO Logistics, Inc ("GXO")
Completion of Recommended Cash and Share Offer
On 28 February 2022, the board of directors of Clipper and GXO
announced that they had reached agreement on the terms and
conditions of a recommended cash and share offer to be made by GXO
for the entire issued and to be issued share capital of Clipper
(the "Acquisition"). It is intended that the Acquisition will be
effected by means of a Court-sanctioned scheme of arrangement under
Part 26 of the Companies Act (the "Scheme").
On 11 April 2022, the Scheme was approved by the requisite
majority of Scheme Shareholders at the Court Meeting and the
Special Resolution in connection with the implementation of the
Scheme was passed by the requisite majority of Clipper Shareholders
at the General Meeting.
Defined terms used but not defined in this announcement have the
meanings set out in the scheme document sent to Clipper
Shareholders dated 17 March 2022 (the "Scheme Document").
Completion of Recommended Offer
The board of directors of Clipper and GXO are pleased to
announce that the Scheme has become Effective as of today, 24 May
2022, following the sanction of the Scheme by the Court two
business days prior to the date of this announcement.
The entire issued and to be issued share capital of Clipper is
now owned by GXO. Those Clipper Shareholders on the register of
Clipper at the Scheme Record Time, being 6:00 pm on 23 May 2022,
will receive 0.0359 New GXO Shares and 690 pence in cash subject to
valid Mix and Match Elections made pursuant to the Mix and Match
Facility.
Delisting of Clipper
Applications have been made to the Financial Conduct Authority
and the London Stock Exchange in relation to the de-listing of the
Clipper Shares from the premium listing segment of the Official
List and the cancellation of the admission to trading of Clipper
Shares on the London Stock Exchange's main market for listed
securities have also been applied for and will take effect at
8:00am on 25 May 2022 (London time).
Admission of New GXO Shares
GXO has received confirmation from NYSE that the New GXO Shares
have been approved for listing on NYSE, subject to official notice
of issuance, and the listing and commencement of dealings will take
effect by 9:30am on 27 May 2022 (New York time).
Results of the Mix and Match Facility
Valid Share Elections in respect of 12,526,017 Clipper Shares,
representing approximately 11.99 per cent. of the aggregate number
of Clipper Shares, and valid Cash Elections in respect of
82,531,331 Clipper Shares, representing approximately 79.01 per
cent. of the aggregate number of Clipper Shares, were made by
Scheme Shareholders.
The total number of New GXO Shares to be delivered pursuant to
the Acquisition and the maximum aggregate amount of cash to be paid
pursuant to the Acquisition will not be varied as a result of
elections made under the Mix and Match Facility. Therefore,
satisfaction of elections made by Scheme Shareholders under the Mix
and Match Facility is dependent on the extent to which other Scheme
Shareholders make elections.
Scheme Shareholders who made valid Share Elections have, in
aggregate, had their elections satisfied in full.
Scheme Shareholders who made valid Cash Elections have, in
aggregate, had such elections scaled down on a pro rata basis by
54.467906 per cent. so that 45.532094 per cent. of a valid Cash
Election has been satisfied in full.
Scheme Shareholders who did not make valid Mix and Match
Elections or have not participated in the Mix and Match Facility
will receive the default consideration, which is 0.0359 New GXO
Shares and 690 pence in cash, for each Clipper Share.
Settlement of the Consideration
Cash Consideration
Scheme Shares in uncertificated form (that is, in CREST)
For Scheme Shareholders who held their Clipper Shares in
uncertificated form, settlement of cash consideration and any
fractional entitlement (if applicable) to which such Scheme
Shareholder is entitled will be paid by Clipper's Registrar through
CREST in Pounds Sterling as soon as practicable after the Effective
Date (but within 14 days after this announcement).
Scheme Shares in uncertificated form (that is, in CREST) held by
the Clipper Corporate Sponsored Nominee
For Scheme Shareholders who held their Clipper Shares in
uncertificated form, via the Clipper Corporate Sponsored Nominee,
settlement of cash consideration to which such Scheme Shareholder
is entitled will be paid by the Clipper Corporate Sponsored Nominee
by cheque in Pounds Sterling.
Cheques in respect of cash consideration will be despatched by
first class post, or by international standard post, if overseas at
the risk of the person entitled thereto as soon as practicable
after the Effective Date. Cheques for the Scheme cash consideration
will combine any fractional entitlement due (if applicable).
Cheques will be sent to Scheme Shareholders at the address held by
the Clipper Corporate Sponsored Nominee at the Scheme Record Time
or, in the case of joint holders, to the holder whose name appears
first in respect of the joint holding concerned.
Scheme Shares in certificated form (that is, not in CREST)
For Scheme Shareholders who held their Clipper Shares in
certificated form, except with the consent of the Panel, settlement
of cash consideration to which such Scheme Shareholder is entitled
will be paid by Clipper's Registrar by cheque in Pounds
Sterling.
Cheques in respect of cash consideration will combine any
fractional entitlement due (if applicable) and will be despatched
by first class post, or by international standard post, if overseas
at the risk of the person entitled thereto as soon as practicable
after the Effective Date (but within 14 days after this
announcement). Cheques will be sent to Scheme Shareholders at the
address appearing in Clipper's register of members at the Scheme
Record Time or, in the case of joint holders, to the holder whose
name appears first in such register in respect of the joint holding
concerned.
Scheme Shares acquired by employees (including directors) under
the Clipper Share Schemes
In the case of Scheme Shares acquired by employees of the
Clipper Group on or around today's date, cash consideration will be
paid to Clipper on behalf of the relevant employee to enable
payment directly into the applicable bank account as soon as
practicable after the Effective Date in accordance with the letters
sent to them under Rule 15 of the Code and subject to any
deductions that may be required to be made for income tax and/or
employee social security payments.
New GXO Shares
Scheme Shares in uncertificated form (that is, in CREST)
Scheme Shareholders who held their Clipper Shares in
uncertificated form through CREST (directly or through a broker or
other nominee with a CREST account) at the Scheme Record Time will
not be issued New GXO Shares directly, but will instead be issued
with such number of GXO DIs as is equivalent to the number of New
GXO Shares they would otherwise have received under the terms of
the Scheme.
Computershare will be instructed by GXO to credit the
appropriate stock account in CREST of the relevant Scheme
Shareholder with such relevant Scheme Shareholder's entitlement to
GXO DIs as soon as practicable after the Effective Date (but not
later than 14 days after this announcement).
Scheme Shares in uncertificated form (that is, in CREST) held by
the Clipper Corporate Sponsored Nominee on behalf of Clipper CSN
Participants
Settlement of the New GXO Share consideration to which Clipper
CSN Participants are entitled will be satisfied in the manner
described in the above paragraph for Scheme Shares in
uncertificated form (that is, in CREST), resulting in the Clipper
Corporate Sponsored Nominee initially holding GXO DIs on behalf of
Clipper CSN Participants. The Clipper Corporate Sponsored Nominee
will, subject to a Clipper CSN Participant being eligible to enter
into the GXO CSN Facility (and not electing to opt out of it),
transfer the number of GXO DIs it receives on behalf of each
Transferring Clipper CSN Participant to the GXO CSN Facility.
Equiniti will also arrange to sell any fractional GXO DIs due to
each Clipper CSN Participant and issue cheques in respect of any
fractional entitlement. Cheques for the Scheme cash consideration
will combine any fractional entitlement due (if applicable). The
cheques will be despatched by first class post, or by international
standard post, if overseas at the risk of the person entitled
thereto as soon as practicable and following settlement. Cheques
will be sent to the relevant Clipper CSN Participants to the
addresses held by the Clipper Corporate Sponsored Nominee at the
Scheme Record Time or, in the case of joint holders, to the holder
whose name appears first in respect of the joint holding
concerned.
Following the transfer of the GXO DIs held by the Transferring
Clipper CSN Participants into the GXO CSN Facility (details of
which are included in the terms and conditions in relation to the
GXO CSN Facility which were posted with the Scheme Document), the
GXO DIs representing the New GXO Shares to which a Transferring
Clipper CSN Participant becomes entitled under the Scheme will be
credited to an account of a nominee of Computershare within CREST,
as nominee for and on behalf of such holders.
For those Clipper CSN Participants who opt out or are not
eligible to participate in the GXO CSN Facility, the GXO DIs they
will hold through the Clipper Corporate Sponsored Nominee will,
following the closure of the Clipper Corporate Sponsored Nominee,
be transferred such that the relevant Clipper CSN Participants will
hold the New GXO Shares represented by the GXO DIs they held
through the Clipper Corporate Sponsored Nominee directly through
DRS and the name of each such Clipper CSN Participant will be
entered as the registered owner of the relevant number of New GXO
Shares.
Scheme Shares in certificated form (that is, not in CREST)
Those Scheme Shareholders who (i) held their Scheme Shares in
certificated form at the Scheme Record Time, (ii) have a registered
address in a GXO CSN Permitted Jurisdiction and (iii) have not
opted out of the GXO CSN Facility, will be issued with such number
of GXO DIs representing the New GXO Shares to which such Scheme
Shareholders become entitled under the Scheme which will be
credited to an account of a nominee of Computershare within CREST,
as nominee for and on behalf of such holders. Such Scheme
Shareholders who held their Scheme Shares in certificated form will
receive a statement of entitlement from Computershare detailing
their holding of GXO DIs shortly after the Effective Date (but
within 14 days after this announcement).
Scheme Shareholders who held their Scheme Shares in certificated
form who opt out or are not eligible to participate in the GXO CSN
Facility, will be allotted and issued such number of New GXO Shares
to which they become entitled under the Scheme directly through DRS
by the Transfer Agent and the name of each such Scheme Shareholder
will be entered as the registered owner of the relevant number of
New GXO Shares. Scheme Shareholders who receive their New GXO
Shares through DRS will be sent a book-entry account statement of
ownership evidencing such Scheme Shareholder's ownership of New GXO
Shares by the Transfer Agent shortly after the Effective Date (but
not later than 14 days after this announcement).
For further information on settlement of the Consideration,
please see paragraphs 8.3 and 8.4 of Part Two of the Scheme
Document.
Enquiries
+44 (0)113 204
Clipper 2050
Steve Parkin, Executive Chairman
David Hodkin, Chief Financial Officer
Tony Mannix, Chief Executive Officer
Numis (Financial adviser and Joint Corporate
Broker to Clipper)
Stuart Skinner
Stuart Ord
Kevin Cruickshank +44 (0)20 7260
William Wickham 1000
+44 (0)20 7408
Shore Capital (Joint Corporate Broker to Clipper) 4090
Malachy McEntyre
Patrick Castle
James Thomas
Buchanan (Corporate communications adviser
to Clipper)
David Rydell +447798 646 021
Stephanie Whitmore +447754 941 250
GXO
Media +1 (203) 307
Matthew Schmidt (US) 2809
Kat Kalinina (UK) +447974 594 467
Investors
Mark Manduca +1 203 585 8986
Rothschild & Co (Lead Financial Adviser to +44 (0)20 7280
GXO) 5000
Neil Thwaites
Alexander Mitteregger
Barclays (Joint Financial Adviser to GXO)
Philipp Gillmann
Akshay Majithia +44 (0)20 7623
Jon Bone (Corporate Broking) 2323
Hogan Lovells International LLP is retained as legal adviser to
Clipper. Freshfields Bruckhaus Deringer LLP is retained as legal
adviser to GXO.
Important Notices
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
as financial adviser to Clipper and no one else in connection with
the Acquisition and will not regard any other person as its client
in relation to the Acquisition and shall not be responsible to
anyone other than Clipper for providing the protections afforded to
clients of Numis nor for providing advice in connection with the
matters referred to herein. Neither Numis nor any of its
subsidiaries, branches or 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 Numis in connection with any matter
referred to herein or otherwise.
Shore Capital Stockbrokers Limited ("Shore Capital"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting as joint corporate broker exclusively for Clipper and no one
else in connection with the Acquisition and will not regard any
other person as its client in relation to the Acquisition and shall
not be responsible to anyone other than Clipper for providing the
protections afforded to clients of Shore Capital nor for providing
advice in connection with the matters referred to herein. Neither
Shore Capital nor any of its subsidiaries, branches or 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 Shore
Capital in connection with any matter referred to herein or
otherwise.
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated in the United Kingdom by the FCA,
is acting exclusively as financial adviser to GXO and no one else
in connection with the Acquisition and will not regard any other
person as its client in relation to the Acquisition and shall not
be responsible to anyone other than GXO for providing the
protections afforded to clients of Rothschild & Co or its
affiliates, nor for providing advice in connection with the
Acquisition or any matter or arrangement referred to herein.
Neither Rothschild & Co nor any of its subsidiaries, branches
or affiliates (nor 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 Rothschild & Co in connection with this announcement any
matter referred to or statement contained herein or otherwise.
Barclays Bank PLC, acting through its Investment Bank
("Barclays"), which is authorised in the United Kingdom by the
Prudential Regulation Authority ("PRA") and regulated in the United
Kingdom by the PRA and FCA, is acting exclusively as financial
adviser to GXO and no one else in connection with the Acquisition
and will not regard any other person as its client in relation to
the Acquisition and shall not be responsible to anyone other than
GXO for providing the protections afforded to clients of Barclays
or its affiliates, nor for providing advice in connection with the
Acquisition or any matter or arrangement referred to herein.
Neither Barclays nor any of its subsidiaries, branches or
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 Barclays in connection with any matter referred to herein or
otherwise.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer or
inducement to sell or an invitation to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities or the
solicitation of an offer to buy any securities, any vote or
approval in any jurisdiction pursuant to the Acquisition or
otherwise.
This announcement has been prepared in accordance with and for
the purpose of complying with English law and the Code, the
Disclosure Guidance and Transparency Rules and the Listing Rules
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.
Overseas Shareholders
The release, publication or distribution of this announcement
and/or any accompanying documents (in whole or in part) in or into
or from jurisdictions other than the United Kingdom or the United
States may be restricted by law and therefore any persons who are
subject to the laws of any jurisdiction other than the United
Kingdom or the United States (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 in that jurisdiction.
To the fullest extent permitted by applicable law, 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 purposes 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 of England. Unless otherwise determined by
GXO or required by the Code and permitted by applicable law and
regulation, the Acquisition will not be made available directly or
indirectly in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may
vote in favour of the Acquisition by use of mail or any other means
or instrumentality (including, without limitation, facsimile, email
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or any facility of a national, state or
other securities exchange of, any Restricted Jurisdiction.
Copies of this announcement and formal documentation relating to
the Acquisition will not be and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from any Restricted
Jurisdiction or any jurisdiction where to do so would violate the
laws of that 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 the Acquisition.
If the Acquisition is implemented by way of a Takeover Offer
(unless otherwise permitted by applicable law and regulation), the
Takeover Offer may not be made, directly or indirectly, in or into
or by use of the mails or any other means or instrumentality
(including facsimile, e-mail or other electronic transmission,
telex or telephone) of interstate or foreign commerce of, or any
facility of a national, state or other securities exchange of, any
Restricted Jurisdiction and the Acquisition will not be capable of
acceptance by any such use, means, instrumentality or facilities or
from within any Restricted Jurisdiction.
Further details in relation to Overseas Shareholders are
contained in the Scheme Document.
Notice to Canadian Shareholders
The distribution of the New GXO Shares in Canada is being made
only on a private placement basis exempt from the requirement that
the issuer prepare and file a prospectus with the applicable
securities regulatory authorities. GXO is not a reporting issuer in
any province or territory in Canada, its securities are not listed
on any stock exchange in Canada and there is currently no public
market for the New GXO Shares in Canada. GXO currently has no
intention of becoming a reporting issuer in Canada, filing a
prospectus with any securities regulatory authority in Canada to
qualify the resale of the New GXO Shares to the public, or listing
the New GXO Shares on any stock exchange in Canada. Accordingly, to
be made in accordance with securities laws, any resale of the New
GXO Shares received as consideration in Canada must be made under
available statutory exemptions from registration and prospectus
requirements or under a discretionary exemption granted by the
applicable Canadian securities regulatory authority. Canadian
shareholders who receive New GXO Shares as consideration are
advised to seek legal advice prior to any resale of the New GXO
Shares.
Additional information for U.S. Investors
The Acquisition is being made to acquire the securities of an
English company by means of a scheme of arrangement under English
law. 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 U.S. Exchange Act. Accordingly, the Scheme is
subject to the disclosure requirements and practices applicable in
the UK to schemes of arrangement, which differ from the disclosure
requirements of U.S. tender offer rules. The financial information
relating to Clipper included in this announcement and the Scheme
documentation has been prepared in accordance with IFRS (and also
makes or will make use of alternative performance measures on the
basis disclosed publicly by Clipper which are not defined by IFRS)
and thus may not be comparable to financial information of U.S.
companies or companies whose financial statements are prepared in
accordance with U.S. GAAP. U.S. GAAP differs in certain significant
respects from accounting principles applicable in the United
Kingdom.
The financial information included in this announcement and the
Scheme documentation in relation to GXO has been or will have been
prepared in accordance with U.S. GAAP, except as otherwise
specified therein. If GXO exercises its right to implement the
acquisition of the Clipper Shares by way of a Takeover Offer or
otherwise in a manner that is not exempt from the registration
requirements of the U.S. Securities Act, such offer will be made in
compliance with applicable U.S. laws and regulations. It may be
difficult for U.S. investors to enforce their rights and any claim
arising out of the U.S. federal securities laws, since Clipper is
incorporated under the laws of England and Wales (i.e. in a
non-U.S. jurisdiction), and some or all of its officers and
directors may be residents of, and some or all of its assets are or
may be located in, a non-US jurisdiction. U.S. investors may not be
able to sue a non-US company or its officers or directors in a
non-U.S. court for violations of the U.S. securities laws. Further,
it may be difficult to compel a non-U.S. company and its affiliates
to subject themselves to a U.S. court's judgment.
The New GXO Shares to be issued pursuant to the Acquisition have
not been registered under the U.S. Securities Act, and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the U.S.
Securities Act. The New GXO Shares to be issued pursuant to the
Acquisition will be issued pursuant to the exemption from
registration provided by Section 3(a)(10) under the U.S. Securities
Act. In this event, Clipper Shareholders are urged to read these
documents and any other relevant documents filed with the SEC, as
well as any amendments or supplements to those documents, because
they will contain important information, and such documents will be
available free of charge at the SEC's website at www.sec.gov or by
directing a request to GXO's Investor Relations team at Investor
Relations, GXO Logistics, Inc., Two American Lane, Greenwich,
Connecticut 06831.
New GXO Shares issued to persons other than "affiliates" of GXO
(defined as certain control persons, within the meaning of Rule 144
under the U.S. Securities Act) will be freely transferable under
U.S. law after the Acquisition. Persons (whether or not U.S.
persons) who are or will be "affiliates" of GXO within 90 days
prior to, or of the Enlarged Group after, the Effective Date will
be subject to certain transfer restrictions relating to the New GXO
Shares under U.S. law.
Neither the SEC nor any U.S. state securities commission has
approved or disapproved of the New GXO Shares to be issued in
connection with the Acquisition, or determined if this announcement
is accurate or complete or has passed upon the fairness or the
merits of the proposal described herein. Any representation to the
contrary is a criminal offence in the United States.
It may be difficult for U.S. investors to enforce their rights
and any claim arising out of the U.S. federal securities laws, as
Clipper is incorporated under the laws of England and Wales, some
or all of its officers and directors may be residents of, and some
or all of its assets are or may be located in, a non-U.S.
jurisdiction. U.S. investors may not be able to sue a non-U.S.
company or its officers or directors in a non-U.S. court for
violations of the U.S. securities laws. Further, it may be
difficult to compel a non-U.S. company and its affiliates to
subject themselves to a U.S. court's judgment.
Save as specified in relation to certain of the documents
incorporated by reference by paragraph 1 of Part Seven (Financial
Information) of the Scheme Document, none of the financial
information in this announcement has been audited in accordance
with generally accepted accounting principles in the United States
or the auditing standards of the Public Company Accounting
Oversight Board (United States). For the purposes of qualifying for
the exemption from the registration requirements of the U.S.
Securities Act afforded by Section 3(a)(10) thereof, Clipper will
advise the Court that its sanctioning of the Scheme will be relied
upon by GXO and Clipper as an approval of the Scheme following a
hearing on its fairness which all Scheme Shareholders are entitled
to attend, in person or through counsel, to support or oppose the
sanctioning of the Scheme and with respect to which notification
has been given to all such Scheme Shareholders.
The receipt of cash and New GXO Shares pursuant to the
Acquisition by a U.S. Scheme Shareholder as consideration in
accordance with the terms of the Scheme and the Acquisition will be
treated as a taxable transaction for U.S. federal income tax
purposes and possibly under applicable U.S. state, local, non-U.S.
and other tax laws. Subject to the discussion in Part 9, paragraph
(2)(i)(A) of the Scheme Document (Passive Foreign Investment
Company Considerations), a U.S. holder generally will recognise
capital gain or loss on the disposition of Scheme Shares for the
New GXO Shares and cash equal to the difference between (i) the
amount realised on such disposition (i.e., the USD value of the sum
of the cash and the fair market value of the New GXO Shares
received by the U.S. holder) and (ii) the U.S. holder's adjusted
tax basis in such disposed Scheme Shares. A U.S. holder's tax basis
in the Scheme Shares generally will be the USD value of the amount
paid by the U.S. Scheme Shareholders to purchase the Scheme Shares
on the date of purchase. Each Clipper Shareholder is urged to
consult an independent professional adviser regarding the tax
consequences of the Acquisition and Scheme applicable to him or
her, including, but not limited to (i) as a result of the U.S.
holder's status as other than an individual, (ii) the potential
application of special tax rules with respect to gain recognized by
a U.S. holder upon a disposition of shares of a "passive foreign
investment company," and (iii) eligibility for treaty relief to the
extent of any withholding tax or other tax that may apply outside
of the United States.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the U.S. Exchange Act, GXO, certain affiliated
companies or its or their nominees, or its brokers (acting as
agents), may from time to time make certain purchases of, or
arrangements to purchase, Clipper Shares outside of the U.S., other
than pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes effective, lapses or is otherwise
withdrawn. 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 U.S. Exchange Act. Such
purchases or arrangements to purchase may occur either in the open
market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be
disclosed as required in the UK, will be reported to the Regulatory
News Service of the London Stock Exchange and will be available on
the London Stock Exchange website at
https://www.londonstockexchange.com/stock/CLG/
Clipper-logistics-plc/company-page. Also, in accordance with
normal UK practice and Rule 14e-5(b) of the U.S. Exchange Act,
Barclays will continue to act as a connected exempt principal
trader in Clipper Shares on the London Stock Exchange. These
purchases may occur either in the open market at prevailing prices
or in private transactions at negotiated prices. Any information
about such purchases will be disclosed as required in the UK, will
be reported to a Regulatory Information Service and will be
available on the London Stock Exchange website at
www.londonstockexchange.com.
This announcement does not constitute an offer to sell or the
solicitation of an offer to buy any securities in the United
States. The securities referenced in this announcement have not
been registered under the U.S. Securities Act, and may not be
offered or sold in the United States absent registration under the
U.S. Securities Act, or pursuant to an exemption from, or in a
transaction not subject to, such registration requirements. Any
securities issued as part of the Acquisition (including the New GXO
Shares) will be issued in reliance upon available exemptions from
such registration requirements pursuant to Section 3(a)(10) of the
U.S. Securities Act. Any Acquisition will be made solely by means
of the Scheme Document published by Clipper. Any decision in
respect of, or other response to, the Acquisition, should be made
only on the basis of the information contained in such
document.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them, and service of this announcement shall not give
rise to any implication that there has been no change in the facts
set forth in this announcement since such date. Nothing in this
announcement shall be deemed to be a forecast, projection or
estimate of the future financial performance of Clipper, the
Clipper Group, GXO or the GXO Group, except where otherwise
stated.
Forward looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition and other information published by GXO and Clipper
include statements which are, or may be deemed to be,
"forward-looking statements" within the meaning of Section 27A of
the U.S. Securities Act and Section 21E of the U.S. Exchange Act.
All statements other than statements of historical fact are, or may
be deemed to be, forward-looking statements, including statements
with respect to the financial condition, strategies, results of
operations and businesses of GXO and Clipper and their respective
groups and certain plans and objectives with respect to the
Enlarged Group, including, without limitation, GXO's and Clipper's
2022 financial targets for organic revenue growth, adjusted EBITDA,
depreciation and amortization expense and net capital expenditures
and the expected run rate cost synergies for the Enlarged Group. In
some cases, forward-looking statements can be identified by the use
of forward-looking terms such as "anticipate," "estimate, "
"believe," "continue," "could," "would," "should," "intend," "may,"
"plan," "potential," "predict," "should," "will," "expect,"
"objective," "projection," "forecast," "goal," "guidance,"
"outlook," "effort," "target," "trajectory" or the negative of
these terms or other comparable terms. However, the absence of
these words does not mean that the statements are not
forward-looking. These forward-looking statements are based on
certain assumptions and analyses made by the company in light of
its experience and its perception of historical trends, current
conditions and expected future developments, as well as other
factors the company believes are appropriate in the
circumstances.
These forward-looking statements are subject to known and
unknown risks, uncertainties and assumptions that may cause actual
results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity,
performance or achievements expressed or implied by such
forward-looking statements.
Factors that might cause or contribute to a material difference
include, but are not limited to, the risks discussed in GXO's
filings with the SEC and the following: the severity, magnitude,
duration and aftereffects of the COVID-19 pandemic and government
responses to the COVID-19 pandemic; economic conditions generally;
supply chain challenges, including labour shortages; competition
and pricing pressures; the GXO Group's and/or the Clipper Group's
ability to align the GXO Group's and/or the Clipper Group's
investments in capital assets, including equipment, service centres
and warehouses, to their respective customers' demands; the GXO
Group's and/or the Clipper Group's ability to successfully
integrate and realise anticipated synergies, cost savings and
profit improvement opportunities with respect to acquired
companies; acquisitions may be unsuccessful or result in other
risks or developments that adversely affect the GXO Group's and/or
the Clipper Group's financial condition and results; the GXO
Group's and/or the Clipper Group's ability to develop and implement
suitable information technology systems and prevent failures in or
breaches of such systems; the GXO Group's and/or the Clipper
Group's ability to raise debt and equity capital; litigation;
labour matters, including the GXO Group's and/or the Clipper
Group's ability to manage its subcontractors, and risks associated
with labour disputes at the GXO Group's and/or the Clipper Group's
customers and efforts by labour organizations to organize its
employees; risks associated with defined benefit plans for the GXO
Group's and/or the Clipper Group's current and former employees;
fluctuations in currency exchange rates; fluctuations in fixed and
floating interest rates; issues related to the GXO Group's and/or
the Clipper Group's intellectual property rights; governmental
regulation, including trade compliance laws, as well as changes in
international trade policies and tax regimes; natural disasters,
terrorist attacks or similar incidents; a material disruption of
the GXO Group's and/or the Clipper Group's operations; the
inability to achieve the level of revenue growth, cash generation,
cost savings, improvement in profitability and margins, fiscal
discipline, or strengthening of competitiveness and operations
anticipated or targeted; the impact of potential cyber-attacks and
information technology or data security breaches; the inability to
implement technology initiatives successfully; the expected
benefits of the Acquisition, and uncertainties regarding the
Acquisition, including the risk that the Acquisition will not
produce the desired benefits; a determination by a tax authority
that a distribution or certain related Acquisition on transactions
should be treated as taxable transactions; expected financing
transactions undertaken in connection with the separation and risks
associated with additional indebtedness; the risk that dis-synergy
costs, costs of restructuring transactions and other costs incurred
in connection with the separation will exceed estimates; and the
impact of the separation on GXO's businesses, operations,
relationships with customers, suppliers, employees and other
business counterparties, and the risk that the separation may be
more difficult, time-consuming or costly than expected, which could
result in additional demands on GXO's resources, systems,
procedures and controls, disruption of ongoing business, and
diversion of management's attention from other business concerns.
All forward-looking statements set forth in this announcement are
qualified by these cautionary statements and there can be no
assurance that the actual results or developments anticipated by
the GXO Group or the Clipper Group will be realised or, even if
substantially realised, that they will have the expected
consequences to or effects on us or its business or operations.
Forward-looking statements set forth in this announcement speak
only as of the date hereof, and neither GXO nor Clipper undertake
any obligation to update forward-looking statements to reflect
subsequent events or circumstances, changes in expectations or the
occurrence of unanticipated events, except to the extent required
by law.
No profit forecasts, estimates or quantified benefits
statements
No statement in this announcement is intended as a profit
forecast, profit estimate or quantified benefits statement for any
period and no statement in this announcement should be interpreted
to mean that earnings or earnings per share for Clipper for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share for
Clipper.
Publication on Website
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 GXO's
website
https://www.gxo.com/information-regarding-possible-offer-for-clipper-logistics-plc/
and Clipper's website at
https://www.clippergroup.co.uk/possible-offer/ by no later than 12
noon (London time) on the business day after the date of this
announcement. Neither the contents of these websites nor the
content of any other website accessible from hyperlinks on such
websites is incorporated into, or forms part of, this
announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, Clipper Shareholders
and persons with information rights may request a hard copy of this
announcement by contacting Clipper's registrar, Equiniti between
8.30 a.m. and 5.30 p.m. Monday to Friday (except English and Welsh
public holidays), on the Shareholder Helpline on 0371-384-2917 from
the UK or +44 371-384-2917 from outside the UK (calls are charged
at the standard geographic rate and will vary by provider; calls
from outside the UK will be charged at the applicable international
rate).
For persons who receive a copy of this announcement in
electronic form or via a website notification, a hard copy of this
announcement will not be sent unless so requested. Such persons may
also request that all future documents, announcements and
information to be sent to them in relation to the Acquisition
should be in hard copy form.
Electronic communications
Please be aware that addresses, electronic addresses and certain
information provided by Clipper Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Clipper may be provided to GXO during the Offer
Period where such information is requested 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
OUPFLFSFEFISFIF
(END) Dow Jones Newswires
May 24, 2022 08:57 ET (12:57 GMT)
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