Results of General Meeting & Proposed Transaction
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 THAT JURISDICTION
FOR IMMEDIATE RELEASE
6 December 2019
Eddie Stobart Logistics plc
("Eddie Stobart", the "Company" or the "Group")
Results of General Meeting and Proposed Transaction
Resolutions passed overwhelmingly
The Board of Directors of Eddie Stobart Logistics plc (AIM: ESL), a leading UK end-to-end supply chain, transport and logistics group is pleased to announce that at the General Meeting of Shareholders held earlier today, a resolution was passed approving a Proposed Transaction whereby Marcelos Limited ("Marcelos"), a wholly-owned subsidiary of DouglasBay Capital III Fund LP (the "Fund"), a fund managed by DBAY Advisors Limited ("DBAY"), will acquire a 51% stake in Greenwhitestar Acquisitions Limited, which is currently a wholly-owned Subsidiary of the Company and in turn holds the Company's interests in the trading entities of the Group, and DBAY will agree to (directly or indirectly) inject approximately £55m of new financing into the Group's operations through the Interim PIK Facility and the PIK Facility, which will be used to provide necessary liquidity (the "Proposed Transaction").
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meaning as those used in the Circular to Shareholders and Notice of General Meeting dated 20 November 2019.
General Meeting
Shareholders voted overwhelmingly in favour of the Resolutions, including approving the Proposed Transaction. Voting figures will be posted on the Company's website in due course.
The Proposed Transaction
As previously announced by the Company, Completion of the Proposed Transaction is conditional on, inter alia, the receipt of an approval from the FCA with regard to the change of control of the Group's consumer credit licence. Such approval has been received, and, therefore, this condition has been satisfied.
The Company and DBAY intend to complete the Proposed Transaction as soon as possible.
Commenting on today's announcement, Sébastien Desreumaux, CEO of Eddie Stobart said:
"The Proposed Transaction provides Eddie Stobart with the opportunity to move forward and look to deliver sustainable growth and profitability from a stable footing. Our main priority and focus is now continuing to deliver the high levels of services expected by our customers as we move into the busy Christmas period."
A further announcement will be made when appropriate.
Enquiries
Eddie Stobart Logistics plc (0)1925 605400
Sébastien Desreumaux, Chief Executive Officer
Anoop Kang, Chief Financial Officer
Rothschild & Co (Financial Advisor to Eddie Stobart) (0)20 7280 5000
Ravi Gupta / Niall McBride / David Weinberg
Cenkos Securities (Nomad & Joint Broker to Eddie Stobart) (0)20 7397 8900
Nicholas Wells / Giles Balleny / Harry Hargreaves
Berenberg (Joint Broker to Eddie Stobart) (0)20 3207 7800
Chris Bowman / Toby Flaux / Simon Cardron
FTI Consulting (PR adviser to Eddie Stobart) (0)20 3727 1340
Nick Hasell / Alex Le May / Matthew O'Keeffe
Notice related to advisers
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Eddie Stobart and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Eddie Stobart for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.
Cenkos Securities plc ("Cenkos Securities"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Eddie Stobart and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Eddie Stobart for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.
Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg"), which is authorised and regulated by the German Federal Financial Supervisory Authority and subject to limited regulation by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Eddie Stobart and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Eddie Stobart for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.
Cautionary Note
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted. The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to Shareholders of Eddie Stobart who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Shareholders of Eddie Stobart who are not resident in the United Kingdom will need to inform themselves about, and observe any applicable requirements.
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