WIN.L Regulatory News (WIN)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

25 November 2019

Eddie Stobart Logistics plc

Wincanton plc - Decision not to make an offer for Eddie Stobart Logistics plc

The Board of Eddie Stobart Logistics plc ("Eddie Stobart" or the "Company") notes the announcement by Wincanton plc ("Wincanton") and confirms that shortly before this announcement was made, it received notification from representatives of Wincanton that it did not intend to make an offer for Eddie Stobart.

The Board of Eddie Stobart is disappointed that Wincanton felt it was unable to put forward an offer to shareholders despite being granted access to extensive due diligence (commensurate with its status as a strategic competitor to Eddie Stobart) since mid-September 2019. This included provision of comprehensive company information, alongside multiple meetings with senior and divisional management of Eddie Stobart (for both Wincanton and its advisers).

The Board actively encouraged Wincanton to put forward a proposal to the Board, and ultimately to shareholders. However, at no stage of their involvement in the process was any offer forthcoming, nor any indication as to the terms of any offer should one be forthcoming.

As announced on 20 November 2019, Eddie Stobart published a circular (the "Circular") in relation to the Proposed Transaction whereby Marcelos Limited ("Marcelos"), a wholly-owned subsidiary of DouglasBay Capital III Fund LP (the "Fund"), a fund managed by DBAY Advisors Limited ("DBAY"), will on satisfaction of certain conditions acquire a 51% stake in Greenwhitestar Acquisitions Limited, which is currently a wholly-owned Subsidiary of the Company and in turn holds the Company's interests in the trading entities of the Group, and DBAY will agree to (directly or indirectly) inject approximately £55m of new financing into the Group's operations through the Interim PIK Facility and the PIK Facility, which will be used to provide necessary liquidity (the "Proposed Transaction").

The Board believes the Proposed Transaction to be in the best interests of the Company and its Shareholders as a whole.

The person responsible for arranging the release of this announcement on behalf of Eddie Stobart is Anoop Kang, Chief Financial Officer.

Enquiries

Eddie Stobart Logistics plc (0)1925 605400

Sebastien Desreumaux, Chief Executive Officer

Anoop Kang, Chief Financial Officer

Rothschild & Co (Financial Advisor) (0)20 7280 5000

Ravi Gupta / Niall McBride / David Weinberg

Cenkos Securities (Nomad & Joint Broker) (0)20 7397 8900

Nicholas Wells / Giles Balleny / Harry Hargreaves

Berenberg (Joint Broker) (0)20 3207 7800

Chris Bowman / Toby Flaux / Simon Cardron

FTI Consulting (0)20 3727 1340

Nick Hasell / Alex Le May / Matthew O'Keeffe

Notice related to financial adviser

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Eddie Stobart and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Eddie Stobart for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Cenkos Securities plc ("Cenkos Securities"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Eddie Stobart and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Eddie Stobart for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg"), which is authorised and regulated by the German Federal Financial Supervisory Authority and subject to limited regulation by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Eddie Stobart and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Eddie Stobart for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Additional Information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted. The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of Eddie Stobart who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of Eddie Stobart who are not resident in the United Kingdom will need to inform themselves about, and observe any applicable requirements.