Information regarding cash offer for Wincanton plc

Announcements:

Cash Offer for Wincanton plc by GXO Logistics, Inc. (Rule 2.7 Announcement)

Shareholder Irrevocable Support for GXO Cash Offer

GXO announces offer to acquire Wincanton plc

Form 8-k (Entry into a Material Definitive Agreement)

Possible Competing Offer Announcement

Statement Regarding Possible Competing Offer

Response Announcement to GXO Offer

Switch from a takeover offer to a scheme of arrangement and intention to indefinitely adjourn CMA CGM offer shareholder meetings

Form 8-K (switch from a takeover offer to a scheme of arrangement)

Opening Position Disclosure (Form 8)

Announcement of publication of scheme circular

Dealing Disclosure (Form 8) – 13 March 2024

Dealing Disclosure (Form 8) – 19 March 2024

Dealing Disclosure (Form 8) – 20 March 2024

Dealing Disclosure (Form 8) – 21 March 2024

Dealing Disclosure (Form 8) – 25 March 2024

Dealing Disclosure (Form 8) – 26 March 2024

Announcement of GFSC approval – 27 March 2024

Dealing Disclosure (Form 8) – 28 March 2024

Update on Debt Financing Arrangements – 2 April 2024

Dealing Disclosure (Form 8) – 2 April 2024

Dealing Disclosure (Form 8) – 4 April 2024

Dealing Disclosure (Form 8) – 5 April 2024

Dealing Disclosure (Form 8) – 8 April 2024

Dealing Disclosure (Form 8) – 9 April 2024

Announcement of result of shareholder meetings

Dealing Disclosure (Form 8) – 10 April 2024

Correction – Results of Scheme Meeting and General Meeting

Dealing Disclosure (Form 8) – 17 April 2024

Dealing Disclosure (Form 8) – 18 April 2024

Dealing Disclosure (Form 8) – 19 April 2024

Dealing Disclosure (Form 8) – 22 April 2024

NSI Condition Approval Announcement

Court sanction of scheme of arrangement

GXO Completes Acquisition of Wincanton

Announcement of Scheme Effective

Delisting of Wincanton Shares

Financing Documents:

Bridge Term Loan Credit Agreement

Fee and Syndication Letter

Term Loan Credit Agreement

Fee Letter

Consent Letters:

Rothschild & Co Consent Letter – Rule 2.7 Announcement

Bank of America Consent Letter – Rule 2.7 Announcement

Rothschild & Co Consent Letter – Scheme Document

Bank of America Consent Letter – Scheme Document

HSBC Consent Letter – Scheme Document

UBS Consent Letter – Scheme Document

Deutche Numis Consent Letter – Scheme Document

HSBC Consent Letter – Rule 15 Letter

Irrevocable Undertakings:

Aberforth Irrevocable Undertaking

Threadneedle Irrevocable Undertaking

Wellcome Trust Irrevocable Undertaking

Polar Capital Irrevocable Undertaking

Confidentiality Agreement:

Confidentiality Agreement

Rule 2.11 Letters:

2.11 Letter to Information Rights Holders regarding GXO Offer (email – directing to microsite)

2.11 Letter to Information Rights Holders regarding GXO Offer (post – hard copies)

2.11 Letter to Optionholders regarding GXO Offer (post – directing to microsite) (002)

2.11 Letter to Pension Scheme Trustee regarding GXO Offer (directing to microsite)

2.11 Letter to Shareholders regarding GXO Offer (email – directing to microsite)

2.11 Letter to Shareholders regarding GXO Offer (post – directing to microsite)

2.11 Letter to Shareholders regarding GXO Offer (post -hard copies)

2.11 Letter to Employees and Employee Representatives regarding GXO Offer (directing to microsite)

Scheme document

Scheme circular

Court Meeting and General Meeting in relation to the Scheme

Form of Proxy (Scheme Meeting)

Form of Proxy (General Meeting)

Constitutional Documents

Wincanton Articles of Association

GXO Amended and Restated Certificate of Incorporation

GXO Second Amended and Restated Bylaws

Proposed Amended Wincanton Articles of Association

Financial Information

Wincanton Q1 Trading update

Wincanton half year results for the six-months ended 30 September 2023

Wincanton Q3 Trading update

Wincanton annual report and accounts for the financial year ended 31 March 2023

Wincanton annual report and accounts for the financial year ended 31 March 2022

GXO Form 10-K for the fiscal year ended December 31, 2022

GXO Form 10-K for the fiscal year ended December 31, 2023

Rule 15 Letter and employee communications

LTIP – Rule 15 Letter

LTIP – Employee Letter

DSBP – Employee Letter

Rule 24.1 Letters

Rule 24.1 Letter to pension scheme trustees

Rule 24.1 Letter to employees and employee representatives

SIP Letter and Election Form

SIP Letter and Election Form

Scheme cover documents

Scheme Cover Email – Shareholders and Information Rights Holders (email preferences)

Scheme Cover Letter – Shareholder (email preferences)

Scheme Cover Letter – Shareholders (web notification preferences)

Scheme Cover Letter – Shareholders and Information Rights Holders (hard copy preferences)

Information regarding cash offer for Wincanton plc

DISCLAIMER

ACCESS TO THIS AREA OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS AREA OF THE WEBSITE.  THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY WHICH GXO (AS DEFINED BELOW) REGARDS AS UNDULY ONEROUS.

You are attempting to enter the area of this website that is designated for the publication of documents and information in connection with the proposed offer (the Offer) by GXO Logistics, Inc. (GXO) for Wincanton plc (Wincanton) to be implemented by means of a scheme of arrangement.  The information contained in this website is made available in good faith and for information purposes only and is subject to the terms and conditions set out below.  In particular, the information contained in this website does not constitute an offer to sell or otherwise dispose of or any invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

The full terms and conditions of the Offer will be set out in the formal Scheme Document.  In deciding whether to vote in favour of the Offer, shareholders of Wincanton should rely only on the information contained and procedures described in the formal Scheme Document.

Terms defined in the announcement of the Offer dated 29 February 2024 shall have the same meaning when used in this notice.

Access to the Website

If you would like to view this area of the website, please read this notice carefully.  This notice applies to all persons who view this area of the website and, depending on where you are located, may affect your rights or responsibilities.  GXO reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this area of the website.  In addition, the contents of this area of the website may be amended at any time in whole or in part at the sole discretion of GXO.

Overseas Persons

As a consequence of legal restrictions, the release, publication or distribution of information contained on this area of the website in certain jurisdictions or to certain persons may be restricted or unlawful.  All persons resident or located outside the United Kingdom who wish to view this area of the website must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction.  If you are resident or located in a country that renders the accessing of this area of the website or parts thereof illegal, whether or not subject to making certain notifications or taking other action, you should not view this area of the website.

It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements.  If you are in any doubt, you should not continue to seek to access this area of the website.

You should not forward, transmit or show the announcements, information or documents contained in this area of the website to any person.  In particular, you should not forward or transmit the announcements, information or documents contained therein to any jurisdiction where it would be unlawful to do so.

Notice to US investors

The Offer is being made for the securities of a UK company (proposed to be effected by means of scheme of arrangement under the laws of England and Wales) and is subject to UK disclosure requirements, which are different from those of the United States. Wincanton’s financial statements, and all financial information included in this section of the website, has been prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to financial information of United States companies or other companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

Neither the US proxy solicitation rules nor the tender offer rules under the US Exchange Act apply to the Offer. Accordingly, the Offer is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules. However, if GXO were to elect to implement the Offer by means of a Takeover Offer, such Takeover Offer would be made in compliance with all applicable laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a Takeover Offer would be made in the United States by GXO and no one else. In addition to any such Takeover Offer, GXO, certain affiliated companies and the nominees or brokers (acting as agents) of GXO may make certain purchases of, or arrangements to purchase, shares in Wincanton 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.

The receipt of cash pursuant to the Offer by a United States Wincanton Shareholder will likely be a taxable transaction for United States federal income tax purposes and under applicable state and local, as well as foreign and other tax laws. Each holder of Wincanton Shares is urged to consult his or her independent professional advisor immediately regarding the tax consequences of acceptance of the Offer.

It may be difficult for United States Wincanton Shareholders to enforce their rights and any claim arising out of the United States federal securities laws, since Wincanton is located in a country other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. United States Wincanton Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the United States securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a United States court’s judgement.

Forward Looking Statements

This area of the website contains “forward-looking statements”, including for the purposes of the US Private Securities Litigation Reform Act of 1995.  These statements are based on the current expectations of the management of GXO and are naturally subject to uncertainty and changes in circumstances.  The forward-looking statements contained in this area of the website include statements relating to the expected effects of the Offer on Wincanton, the expected timing and scope of the Offer, and other statements other than historical facts. 

Forward-looking statements include statements typically containing words such as “will”, “may”, “should”, “believe”, “intends”, “expects”, “anticipates”, “targets”, “estimates” and words of similar import.  Although GXO believes that the expectations reflected in such forward-looking statements are reasonable, GXO can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the Conditions and the risks discussed in GXO’s filings with the SEC, as well as additional factors, such as: economic conditions generally; supply chain challenges, including labour shortages; competition and pricing pressures; GXO and/or Wincanton’s ability to align GXO and/or Wincanton’s investments in capital assets, including equipment, service centres and warehouses, to their respective customers’ demands; GXO and/or Wincanton’s ability to successfully integrate and realise anticipated benefits, synergies, cost savings and profit improvement opportunities with respect to acquired companies, including the Acquisition; acquisitions may be unsuccessful or result in other risks or developments that adversely affect GXO and/or Wincanton’s financial condition and results; GXO and/or Wincanton’s ability to develop and implement suitable information technology systems and prevent failures in or breaches of such systems; GXO and/or Wincanton’s ability to raise debt and equity capital; litigation; labour matters, including GXO and/or Wincanton’s ability to manage its subcontractors, and risks associated with labour disputes at GXO and/or Wincanton’s customers and efforts by labour organizations to organize its employees; risks associated with defined benefit plans for GXO and/or Wincanton’s current and former employees; fluctuations in currency exchange rates; fluctuations in fixed and floating interest rates; fluctuations in customer confidence and spending; issues related to GXO and/or Wincanton’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 GXO and/or Wincanton’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; and the inability to implement technology initiatives or business systems successfully. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. 

Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.  Neither GXO nor any of its affiliated companies undertakes any obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.

Responsibility

In relation to any document, announcement or information contained in this area of the website, the only responsibility accepted by the directors of GXO (the Responsible Persons) is for the correctness and fairness of its reproduction or presentation, unless the responsibility statement in any relevant document expressly provides otherwise.

None of the Responsible Persons, GXO or its affiliated companies have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.

The documents included in this area of the website speak only at the specified date of the relevant document and neither GXO nor any of its affiliated companies has or accepts any responsibility or duty to update such documents (other than to the extent such duty arises as a matter of law).

If you are in any doubt about the contents of this area of the website or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.

THE DOCUMENTS IN THIS AREA OF THE WEBSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.

Electronic versions of these materials are not directed at or accessible by persons resident in any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

This notice shall be governed by, and interpreted in accordance with, English law.

Confirmation of Understanding and Acceptance of Disclaimer

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