Marks & Spencer Regulatory News (MKS)

Marks & Spencer completes acquisition of Gist as part of accelerating its Food supply chain transformation

Further to the announcement on 21 July 2022, Marks and Spencer Group plc confirms that the acquisition of Gist, the principal contract logistics provider to M&S Food, completed on 30 September 2022. Since signing in July, all necessary merger control approvals have been obtained and the separation of businesses not forming part of the acquisition target have completed.

Stuart Machin, Chief Executive, Marks & Spencer said: "Today's completion marks a step forward in our multi-year programme, which will transform our entire supply chain. We have been open about the limitations of our legacy contract with Gist and through this decisive acquisition we have removed that impediment to our growth. We can now take full control of our food supply chain for the first time in M&S history and invest in a fit for the future logistics network."

 Additional information

The acquisition of Gist constitutes a Class 2 transaction for M&S under the UK Financial Conduct Authority's Listing Rules. For the purposes of LR 10.4.1 R, the Gist business acquired had gross assets of approximately £305.7m as at 31 December 2021 (this number includes £51.4m of cash that was not acquired by M&S as part of the transaction) and generated a proforma EBITDA of c.£55m for the year ended 31 December 2021.

For further information, please contact:

Investor Relations:

Fraser Ramzan: +44 (0) 7554 227758

Jack Cook:  +44 (0) 20 3882 5535

Media enquiries:

Corporate Press Office: +44 (0) 20 8718 1919

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About Gist

Gist is a time-sensitive, temperature-controlled contract logistics business, offering customers primary logistics (from supplier to depot) and secondary logistics services (from depot to store). Gist has an overall employee base of approximately 5,500 and has worked with M&S as its principal customer for decades and provides the majority of M&S Food logistics services under a long-term contract via a network of 8 primary and 10 secondary distribution centres located across the UK and the Republic of Ireland, including a number of freehold warehouses. It also provides a limited number of logistics services for third parties as well as freight forwarding for BOC. Gist's food service division will remain with BOC post completion with appropriate transitional service agreements in place to ensure business continuity.

Statements made in this announcement that look forward in time or that express management's beliefs, expectations or estimates regarding future occurrences and prospects are "forward-looking statements" within the meaning of the United States federal securities laws. These forward-looking statements reflect M&S's current expectations concerning future events and actual results may differ materially from current expectations or historical results. Any forward-looking statements are subject to various risks and uncertainties, including, but not limited to, failure by M&S to predict accurately customer preferences; decline in the demand for products offered by M&S; competitive influences; changes in levels of store traffic or consumer spending habits; effectiveness of M&S's brand awareness and marketing programmes; general economic conditions including, but not limited to, those related to the Covid-19 pandemic or a downturn in the retail or financial services industries; acts of war or terrorism worldwide; work stoppages, slowdowns or strikes; and changes in financial and equity markets. For further information regarding risks to M&S's business, please consult the risk management section of the 2022 Annual Report (pages 47-57).

The forward-looking statements contained in this announcement speak only as of the date of this announcement, and M&S does not undertake to update any forward-looking statement to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

No statement in this announcement in intended or should be interpreted to mean that earnings or earnings per share for the current or future years will necessarily match or exceed the historical published earnings or earnings per share for M&S.