POSSIBLE OFFER FOR DX GROUP PLC
DISCLOSURE UNDER RULE 2.10(b) OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE")
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 SUCH JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CODE AND DOES NOT CONSTITUTE A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE.
For immediate release
12 September 2023
POSSIBLE OFFER FOR DX GROUP PLC ("DX")
Letters of intent given by Gatemore Capital Management LLP and Lloyd Dunn
DISCLOSURE UNDER RULE 2.10(b) OF THE CODE
H.I.G. European Capital Partners LLP, acting in its capacity as advisor or subadvisor to H.I.G. Capital LLC, and on behalf of the funds advised or managed by it or its affiliates ("H.I.G."), notes the announcement made by DX on 11 September 2023 regarding a possible all cash offer by H.I.G. for DX at a price of 48.5 pence per DX share (the "Possible Offer").
In accordance with Rule 2.10(b) of the Code, H.I.G. has received letters of intent (the "Letters of Intent") in support of the Possible Offer from Gatemore Capital Management LLP ("Gatemore") and Lloyd Dunn.
The Letter of Intent given by Gatemore relates to 101,503,538 ordinary shares of 1 pence each in the capital of DX ("DX Shares") and 13,250,000 contracts for difference referenced to such DX Shares ("CFDs"), with Gatemore having discretionary fund management control over such DX Shares and CFDs, and with such DX Shares representing approximately 16.8 per cent. of the issued share capital of DX and such CFDs representing approximately 2.2 per cent. of the issued share capital of DX as at 11 September 2023 (being the date prior to the date of this announcement).
The Letter of Intent given by Lloyd Dunn relates to 76,361,454 DX Shares, representing approximately 12.6 per cent. of the issued share capital of DX as at 11 September 2023 (being the date prior to the date of this announcement).
Therefore:
· the total number of DX Shares which are subject to letters of intent received by H.I.G from holders of DX shares is 177,864,992 DX Shares, representing approximately 29.4 per cent of the issued share capital of DX as at 11 September 2023 (being the date prior to the date of this announcement); and
· the total number of DX Shares and CFDs which are subject to letters of intent received by H.I.G from holders of DX shares and CFDs is 191,114,992 DX Shares and CFDs, representing approximately 31.6 per cent. of the issued share capital of DX as at 11 September 2023 (being the date prior to the date of this announcement).
The Letters of Intent state that it is the intention of both Gatemore and Lloyd Dunn to provide hard irrevocable undertakings in support of any cash offer of at least 45 pence per DX Share made by H.I.G, subject to a unanimous unqualified recommendation of the DX board on or before 31 October 2023.
The Possible Offer is subject to the satisfactory completion of confirmatory due diligence and the unanimous and unconditional recommendation of the Possible Offer by the Board of DX to DX's shareholders. Each of these pre-conditions is waivable by H.I.G.
There can be no certainty that an offer will ultimately be made even if the pre-conditions are satisfied or waived. A further statement will be made as and when appropriate.
Rule 2.6(a) of the Code requires H.I.G., by no later than 5.00 p.m. on 9 October 2023, to either announce a firm intention to make an offer for DX in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Takeover Panel, in accordance with Rule 2.6(c) of the Code.
In accordance with Rule 2.5(a) of the Code, H.I.G. reserves the right to make an offer for DX at a lower value or on less favourable terms than the Possible Offer: (i) with the agreement or recommendation of the Board of DX; (ii) if a third party announces a firm intention to make an offer for DX which, at that date, is of a value less than the value of the Possible Offer; or (iii) following the announcement by DX of a Rule 9 waiver transaction pursuant to Appendix 1 of the Code.
If DX declares, makes or pays any dividend or distribution or other return of value or payment to its shareholders, H.I.G. reserves the right to make an equivalent reduction to the Possible Offer.
In connection with the possibility of H.I.G. making a cash offer for DX (if it were so inclined), H.I.G. reserves the right to vary the form and / or mix of the consideration it would offer.
Subject to certain restrictions relating to persons in Restricted Jurisdictions, copies of the Letters of Intent will be made available at https://delta-offer.com/
Enquiries:
|
Numis (Sole Financial Adviser to H.I.G.) |
+44 (0) 207 260 1000 |
|
Stuart Skinner Alec Pratt William Wickham Alexander Kladov |
|
Further information
Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for H.I.G. and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than H.I.G. for providing the protections afforded to clients of Numis, nor for providing advice in relation to any matter referred to herein. Neither Numis nor any of its affiliates (nor any of 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 Numis in connection with this announcement, any statement contained herein or otherwise.
This announcement is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction.
The release, publication or distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities law of any such jurisdiction.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the 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) of the Code applies must be made by no later than 3.30 p.m. (London time) on the 10th business day (as defined in the Code) following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day (as defined in the Code) 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 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(s), save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 p.m. (London time) on the business day (as defined in the Code) 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 of the Code.
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 of the Code).
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 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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Rule 2.4 information
In accordance with Rule 2.4(c)(iii) of the Code, H.I.G. confirms that it is not aware of any dealings in DX shares that would require it to offer a minimum level, or a particular form, of consideration under Rule 6 or Rule 11 of the Code. However, it has not been practicable for H.I.G. to make enquiries of all persons acting in concert with it prior to the date of this announcement in order to confirm whether any details are required to be disclosed under Rule 2.4(c)(iii) of the Code. To the extent that any such details are identified following such enquiries, H.I.G. will make an announcement disclosing such details as soon as practicable, and in any event by no later than the time it is required to make its Opening Position Disclosure under Rule 8.1 of the Code.
Publication on Website
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at https://delta-offer.com/ promptly and in any event by no later than 12 noon on the business day following this announcement. The content of this website is not incorporated into and does not form part of this announcement.
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments.
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