GXO Logistics, Inc.

Net Asset Value • Apr 29, 2025

National Storage Mechanism | Additional information

RNS Number : 5037G

GXO Logistics, Inc.

29 April 2025

THE FOLLOWING ANNOUNCEMENT IS BEING MADE PURSUANT TO THE REQUIREMENTS OF RULE 19.6(C) OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") WHICH, INTER ALIA, REQUIRES A PARTY TO AN OFFER TO MAKE AN ANNOUNCEMENT AT THE END OF A PERIOD OF 12 MONTHS FROM THE DATE ON WHICH THE OFFER PERIOD ENDED CONFIRMING WHETHER IT HAS TAKEN, OR NOT TAKEN, THE COURSE OF ACTION SET OUT IN ITS STATED INTENTIONS.

FOR IMMEDIATE RELEASE

29 April 2025

GXO Logistics, Inc.

Rule 19.6(c) confirmation in respect of post-offer intention statements made in relation to Wincanton plc

On 29 February 2024, GXO Logistics, Inc. ("GXO") announced a cash offer for the entire issued and to be issued share capital of Wincanton plc ("Wincanton") (the "Acquisition"). The Acquisition was effected by way of a scheme of arrangement under Part 26 of the Companies Act 2006 on 29 April 2024.

On 26 April 2024, the Competition and Markets Authority (the "CMA") issued an initial enforcement order ("IEO") under section 72(2) of the Enterprise Act 2002 effective on 29 April 2024 in relation to the Acquisition. On 14 November 2024, the CMA announced that it had referred the Acquisition for a Phase 2 investigation. Consequently, since the Scheme became effective on 29 April 2024, GXO has been prohibited from taking any action regarding the integration of Wincanton into GXO pursuant to the IEO.

Accordingly, GXO has duly confirmed in writing to The Panel on Takeovers and Mergers in accordance with the requirements of Rule 19.6(c) of the Code that, in respect of the post-offer intention statements made in relation to Wincanton pursuant to Rule 2.7(c)(viii) and Rule 24.2 of the Code as detailed in its announcement made under Rule 2.7 of the Code on 29 February 2024 and in the scheme document published on 14 March 2024, GXO:

(i)       pursuant to the IEO issued by the CMA described above, has not (a) undertaken the full evaluation of the Wincanton group; or (b) carried out the administrative restructuring, each as described in the post-offer intention statements; and

(ii)      has otherwise complied with the post-offer intention statements.

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