GXO completes its acquisition of Wincanton

PRESS RELEASE

On 29 February 2024, GXO announced its firm intention to make a cash offer to acquire the entire issued and to be issued share capital of Wincanton (the “Acquisition”) for an offer price of 605 pence in cash per Wincanton Share (the “GXO Offer”). On 1 March 2024, the board of Wincanton announced the Wincanton Directors’ intention to recommend the GXO Offer.

The scheme document in respect of the Acquisition (the “Scheme Document”) was published and made available to Wincanton Shareholders on 14 March 2024.

On 10 April 2024, Wincanton announced that the Scheme had been approved by the requisite majority of Scheme Shareholders at the Scheme Meeting held on 10 April 2024 and the Special Resolution relating to the implementation of the Scheme had been approved by the requisite majority of Wincanton Shareholders at the General Meeting also held on 10 April 2024.

On 24 April 2024, GXO announced that it had received clearance under the NSI Act. On 25 April 2024, Wincanton announced that the High Court of Justice in England and Wales had sanctioned the Scheme at the Court Sanction Hearing held on that date. Wincanton is pleased to announce that, following the delivery of a copy of the Court Order to the Registrar of Companies today, the Scheme has now become effective in accordance with its terms and the entire issued share capital of Wincanton is now owned by GXO. The Acquisition has therefore now completed.

As previously advised, trading in Wincanton Shares on the London Stock Exchange was suspended with effect from 7.30 a.m. this morning. Applications have been made to the Financial Conduct Authority and the London Stock Exchange in relation to the cancellation of the listing of Wincanton Shares on the premium listing segment of the Official List of the Financial Conduct Authority and the cancellation of the admission to trading of Wincanton Shares on the London Stock Exchange’s main market for listed securities, which are each expected to take place at 7.30 a.m. on 30 April 2024. As a result of the Scheme having become effective, share certificates in respect of Wincanton Shares will cease to be valid documents of title and entitlements to Wincanton Shares held in uncertificated form in CREST are being cancelled.

A Scheme Shareholder on the register of members of Wincanton at the Scheme Record Time, being 6.00 p.m. on 26 April 2024, is entitled to receive 605 pence for each Wincanton Share held.

Settlement of the cash consideration to which any Scheme Shareholder is entitled will be effected by way of electronic payment, the despatch of cheques (for Wincanton Shareholders holding Scheme Shares in certificated form) or the crediting of CREST accounts (for Wincanton Shareholders holding Scheme Shares in uncertificated form) as soon as practicable. The latest date for despatch of cheques and settlement of the cash consideration in relation to the Acquisition through CREST is 13 May 2024.

Wincanton duly announces that, upon the Scheme becoming effective earlier today, Wincanton’s nonexecutive directors, Sir Martin Read CBE, Gillian Barr, Anthony Bickerstaff, Mihiri Jayaweera, Deborah Lentz and John Pattullo OBE, have each resigned from the Wincanton Board. Wincanton’s executive directors, James Wroath and Tom Hinton will remain on the Wincanton Board.

Wincanton is no longer in an “Offer Period” as defined in the Code and accordingly the dealing disclosure requirements previously notified to investors no longer apply. Full details of the Acquisition are set out in the Scheme Document.