International Distributions Services Regulatory News (IDS)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR 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 CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

17 April 2024

INTERNATIONAL DISTRIBUTIONS SERVICES PLC

Response to possible offer announcement by EP Corporate Group a.s.

The Board of International Distributions Services plc ("IDS" or the "Company") notes the recent announcement made by EP Corporate Group a.s. ("EP Group") regarding a possible offer for the Company.

The Board of IDS (the "Board") confirms that on 9 April 2024 it received a preliminary and conditional non-binding proposal from EP Group regarding a possible cash offer for the entire issued and to be issued share capital of IDS not already owned by EP Group and its affiliates, namely VESA Equity Investment S.à r.l ("VESA Equity") at 320 pence per share (the "Possible Offer"). VESA Equity is an approximately 27.5% shareholder in IDS.

The Board, together with its advisers, carefully considered the Possible Offer and concluded it significantly undervalues IDS and its future prospects. Accordingly, the Board unanimously rejected the proposal on 11 April 2024.

The Board believes the timing of the proposal is opportunistic. It does not reflect the growth potential and prospects of the Company under a new management team, a significant modernisation programme underway at Royal Mail, and the ongoing review by Ofcom in relation to the Future of the Universal Service Obligation.

There can be no certainty that any firm offer for IDS will be made, nor as to the terms on which any firm offer might be made. IDS shareholders are advised to take no action in relation to the Possible Offer. A further announcement will be made when appropriate.

In accordance with Rule 2.6(a) of the Code, EP Group is required, by not later than 5.00 p.m. (London time) on 15 May 2024 (being 28 days after today's date), to either announce a firm intention to make an offer for IDS 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 can be extended with the consent of the Panel on Takeovers and Mergers (the "Panel") in accordance with Rule 2.6(c) of the Code. 

This announcement is not being made with the consent of EP Group or VESA Equity.

Enquiries

IDS plc

Investor Relations

John Crosse

Phone: +44 20 7449 8183

investorrelations@royalmail.com

Media Relations

Jenny Hall

Phone: +44 7776 993 036

Email: jenny.hall@royalmail.com

Greg Sage

Phone: +44 7483 421 374

Email: greg.sage@royalmail.com

Royal Mail press office: press.office@royalmail.com

BofA Securities (Financial adviser and corporate broker to IDS) +44 20 7628 1000

Ed Peel, James Robertson, Justin Anstee, Jack Williams

Goldman Sachs International (Financial adviser to IDS) +44 20 7774 1000

Mark Sorrell, Eduard van Wyk, Owain Evans

Barclays Bank plc (Corporate broker to IDS) +44 20 7623 2323

Alisdair Gayne, Nicola Tennent

Important Notices

This announcement contains inside information and is issued on behalf of IDS by Mark Amsden, Group General Counsel and Company Secretary.

This announcement is not intended to, and does not constitute or form part of, any offer to sell or issue or any solicitation of an offer to purchase, subscribe for, or otherwise acquire, any securities or a solicitation of any vote or approval in any jurisdiction, whether pursuant to this announcement or otherwise.

The 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 the restrictions may constitute a violation of the securities law of any such jurisdiction.

Merrill Lynch International ("BofA Securities"), which is authorised by the UK Prudential Regulatory Authority and regulated by the UK Financial Conduct Authority and the UK Prudential Regulatory Authority, is acting exclusively for IDS and for no one else in connection with the Possible Offer and will not be responsible to anyone other than IDS for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement.

Goldman Sachs International, ("Goldman Sachs") which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for IDS and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than IDS for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in relation to the matters referred to in this announcement.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day 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% 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. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day 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.

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).

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 Takeover 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.

Website publication

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on IDS' website (www.internationaldistributionsservices.com) by no later than 12 noon (London time) on the business day following the date of this announcement. The contents of the website referred to in this announcement are not incorporated into and do not form part of this announcement.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, IDS confirms that as at the date of this announcement it has in issue 958,293,475 shares of 1 penny each. The Company does not hold any shares in treasury as the date of this disclosure. The International Securities Identification Number (ISIN) for the ordinary shares of IDS is GB00BDVZYZ77 and IDS' Legal Entity Identifier (LEI) is 213800TCZZU84G8Z2M70.