UK Mail Group PLC Suspension of listing and trading (4045S)

TIDMUKM TIDM0H3Q

RNS Number : 4045S

UK Mail Group PLC

21 December 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

21 DECEMBER 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

Suspension of listing and trading of UK Mail Shares

On 26 September 2016, the Boards of Directors of UK Mail and Deutsche Post DHL announced that they had reached agreement on the terms of a recommended cash offer for the entire issued and to be issued share capital of UK Mail by Deutsche Post DHL, to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). The scheme document in connection with the Scheme was sent by UK Mail to Scheme Shareholders on 26 October 2016 (the "Scheme Document").

Pursuant to the terms of the Scheme and Listing Rule 5.3, UK Mail announces that the listing of the Scheme Shares on the Official List and the trading of the Scheme Shares on the London Stock Exchange have been suspended, effective from 5.00 p.m. (London time) today.

The Court sanctioned the Scheme at the Scheme Court Hearing on 20 December 2016 and the Effective Date of the Scheme is expected to be 22 December 2016.

The de-listing of Scheme Shares from the Official List and the cancellation of trading of Scheme Shares on the London Stock Exchange have been applied for and are expected to take effect at 8.00 a.m. on 23 December 2016.

Other

Capitalised terms used in this announcement (the "Announcement") shall, unless otherwise defined, have the same meanings as set out in the Scheme Document.

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                     [phone] 
 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 [phone].

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 22 December 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

OUPTMBFTMBJTBTF

(END) Dow Jones Newswires

December 21, 2016 12:02 ET (17:02 GMT)