UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934

Date of Report(date of earliest event reported): April 10, 2024

GXO

LOGISTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-40470	86-2098312
(State<br> or other jurisdiction of<br><br> <br>incorporation)	(Commission<br> File Number)	(IRS<br> Employer Identification<br><br> Number)

Two American LaneGreenwich , Connecticut	06831
(Address of principal executive<br><br> offices)	(Zip Code)

Registrant’s

telephone number, including area code: (203) 489-1287

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications<br> pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common<br> stock, par value $0.01 per share	GXO	New<br> York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 7.01.	Regulation FD Disclosure.

On April 10, 2024 and April 11, 2024, GXO Logistics, Inc. (the “Company”) and Wincanton plc (“Wincanton”) announced that, in connection with the recommended cash offer made by the Company for the entire issued and to be issued share capital of Wincanton to be effected by means of a court sanctioned scheme of arrangement under Part 26 of the UK Companies Act (the “Scheme”), as previously announced, the requisite majority of shareholders voted to approve the Scheme and the requisite majority of Wincanton shareholders voted to pass a special resolution in connection with the amendment of the articles of association of Wincanton and the implementation of the Scheme. A copy of the announcements are attached as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K.

The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Exchange Act or the Securities Act of 1933, as amended, except to the extent that the registrant specifically incorporates any such information by reference.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits

Exhibit<br><br>Number	Exhibit Title or Description
99.1	Press Release, dated April 10, 2024
99.2	Press Release, dated April 11, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 11, 2024	GXO Logistics, Inc.
	By:	/s/ Karlis P. Kirsis
		Chief Legal Officer

Exhibit 99.1

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

FOR IMMEDIATE RELEASE

10 April 2024

RECOMMENDED CASH ACQUISITION

WINCANTONPLC (“WINCANTON”)

GXOLOGISTICS, INC. (“GXO”)

to be effected by means of a scheme of arrangementunder Part 26 of the Companies Act 2006

RESULTS OF SCHEME MEETING AND GENERAL MEETING

Wincanton is pleased to announce that, at the Scheme Meeting and the General Meeting held earlier today in connection with the recommended cash acquisition by GXO for the entire issued and to be issued share capital of Wincanton (the "Acquisition") to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), all the resolutions proposed were duly passed.

Full details of the resolutions passed are set out in the notices of the Scheme Meeting and General Meeting contained in the scheme document published on 14 March 2024 (the "Scheme Document").

VOTING RESULTS OF THE SCHEME MEETING

The Scheme was approved by the requisite majority of Scheme Shareholders by a vote taken on a poll at the Scheme Meeting held at 3.00 p.m. on 10 April 2024. A majority in number of the Scheme Shareholders who voted (and who were entitled to vote), either in person or by proxy, together representing 75 per cent. or more in value of the Scheme Shares held by such Scheme Shareholders present and voting, voted in favour of the resolution to approve the Scheme at the Scheme Meeting.

The results of the poll at the Scheme Meeting held on 10 April 2024 at 3.00 p.m. were as follows:


For	66,312,943	99.73	%	1465	95.56	%	53.24	%
Against	178,787	0.27	%	68	4.44	%	0.14	%
Total	66,491,730	100.00	%	1528	100.00	%	53.38	%

* Rounded to two decimal places.

** Where a Scheme Shareholder has cast some of their votes "for" and some of their votes "against" the resolution, such Scheme Shareholder has been counted as having voted both "for" and "against" the resolution for the purposes of determining the number of Scheme Shareholders who voted as set out in this column.

The total number of Scheme Shares in issue at the Scheme Voting Record Time was 124,543,670.

VOTING RESULTS OF THE GENERAL MEETING

The special resolution to approve the implementation of the Scheme (including the amendment to the Wincanton articles of association) was passed by the requisite majority of Wincanton Shareholders (either in person or by proxy) by a vote taken on a poll at the General Meeting held immediately following the conclusion of the Scheme Meeting on 10 April 2024.

The results of the poll at the General Meeting held immediately following the conclusion of the Scheme Meeting on 10 April 2024 were as follows:


For *	65,509,387	99.81	%
Against	121,603	0.19	%
Total	65,630,990	100	%
Withheld ***	28,970	N/A

* Incorporates proxy appointments which gave discretion to the Chairman of the General Meeting.

** Rounded to two decimal places.

*** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes ‘For’ or ‘Against’ the resolution.

Completion of the Acquisition remains subject to the satisfaction or, if applicable, waiver of certain other Conditions set out in the Scheme Document, including the Court sanctioning the Scheme at the Court Sanction Hearing which is expected to take place on 25 April 2024.

Capitalised terms used in this announcement (unless otherwise defined) have the same meanings as set out in the Scheme Document. All references to times in this announcement are to London, United Kingdom times unless otherwise stated.

Enquiries

Wincanton<br><br> <br>James Wroath, Chief Executive Officer<br><br> <br>Tom Hinton, Chief Financial Officer	+44 12 4971 0000
HSBC (Lead Financial Adviser, Rule 3 Adviser and Joint CorporateBroker to Wincanton)<br><br> <br>Anthony Parsons<br><br> <br>Christopher Fincken<br><br> <br>Charles-Antoine de Chatillon<br><br> <br>Joe Weaving	+44 20 7991 8888
Deutsche Numis (Joint Financial Adviser and Joint CorporateBroker to Wincanton)<br><br> <br>Mark Lander<br><br> <br>George Price<br><br> <br>Stuart Ord	+44 20 7260 1000
UBS (Joint Financial Adviser to Wincanton)<br><br> <br>Sandip Dhillon<br><br> <br>Arnould Fremy<br><br> <br>Hew Glyn Davies	+44 20 7567 8000
Headland (PR Adviser to Wincanton)<br><br> <br>Susanna Voyle<br><br> <br>Henry Wallers	+44 20 3805 4822
GXO<br><br> <br>Matthew Schmidt (US media)<br><br> <br>Neil Shelton (Investor contact)<br><br> <br>Chris Jordan (Investor contact)	+1 (203) 307 2809<br><br> <br>+44 (0)7929 651 023<br><br> <br>+ 1 (203) 769 7228
Rothschild & Co (Lead Financial Adviser to GXO)<br><br> <br>Neil Thwaites<br><br> <br>Matthew Price	+44 (0)20 7280 5000
BofA Securities (Joint Financial Adviser and Corporate Brokerto GXO)<br><br> <br>Geoff Iles<br><br> <br>Peter Luck<br><br> <br>Justin Anstee<br><br> <br>Ray Williams	+44(0)20 7628 1000
Brunswick (PR Adviser to GXO)<br><br> <br>Simon Sporborg<br><br> <br>David Litterick<br><br> <br>Pip Green	+44 (0)20 7404 5959

Herbert Smith Freehills LLP is acting as legal adviser to Wincanton.

Freshfields Bruckhaus Deringer LLP is acting as legal adviser to GXO in connection with the Acquisition. Wachtell Lipton Rosen & Katz is acting as legal adviser to GXO in connection with debt finance aspects of the Acquisition.

Important notices

HSBC Bank plc (“HSBC”), which isauthorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the PrudentialRegulation Authority, is acting as financial adviser to Wincanton and no one else in connection with the matters described in this Announcementand will not be responsible to anyone other than Wincanton for providing the protections afforded to clients of HSBC, or for providingadvice in connection with the matters referred to herein. Neither HSBC nor any of its group undertakings or affiliates owes or acceptsany duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise)to any person who is not a client of HSBC in connection with this Announcement or any matter referred to herein.

Numis Securities Limited (trading for thesepurposes as Deutsche Numis) (“Deutsche Numis”), which is authorised and regulated in the United Kingdom by the Financial ConductAuthority, is acting as exclusively for Wincanton and no one else in connection with the matters described in this Announcement and willnot be responsible to anyone other than Wincanton for providing the protections afforded to clients of Deutsche Numis, or for providingadvice in connection with the matters referred to herein. Neither Deutsche Numis nor any of its group undertakings or affiliates owesor accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute orotherwise) to any person who is not a client of Deutsche Numis in connection with this Announcement or any matter referred to herein.

UBS AG London Branch (“UBS”) isauthorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authorityand subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority in the UnitedKingdom. UBS is acting exclusively as financial adviser to Wincanton and no one else in connection with the matters described in thisAnnouncement. In connection with such matters, UBS, its affiliates and their respective directors, officers, employees and agents willnot regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded totheir clients or for providing advice in relation to this Announcement or any other matter referred to herein.

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

Merrill Lynch International (“BofA Securities”),a subsidiary of Bank of America Corporation which is authorised by the Prudential Regulation Authority and regulated by the FinancialConduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for GXO and for no one else inconnection with the matters set out in this Announcement and will not be responsible to anyone other than GXO for providing the protectionsafforded to its clients or for providing advice in relation to the subject matter of this Announcement or any other matters referred toin this Announcement.

Further information

This Announcement is for information purposesonly and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities orthe solicitation of an offer to buy, or otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitationof any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale, issuance,transfer or exchange of securities of Wincanton or such solicitation in any jurisdiction in contravention of applicable law. The Acquisitionwill be made solely by means of the Scheme Document (or, if the Acquisition is effected by way of a Takeover Offer, the offer document)which, together with the forms of proxy, will contain the full terms and conditions of the Acquisition, including details of how to votein respect of the Acquisition.

This Announcement has been prepared for thepurpose of complying with English law, the Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and theinformation disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordancewith the laws of other jurisdictions.

Wincanton and GXO urge Wincanton Shareholdersto read the Scheme Document when it becomes available because it will contain important information relating to the Acquisition. Any decisionto vote in respect of the resolutions to be proposed at the Scheme Meeting and the General Meeting or other response in relation to theAcquisition should be based on the information contained in the Scheme Document (or, if the Acquisition is implemented by way of a TakeoverOffer, the offer document containing such Takeover Offer).

Each Wincanton Shareholder is advised to consulttheir independent professional adviser regarding the tax consequences to them (or to their beneficial owners) of the Acquisition.

This Announcement does not constitute a prospectus,prospectus equivalent document or exempted document.

If you are in any doubt about the contentsof this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately fromyour stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under FSMA if you are residentin the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Overseas Shareholders

The release, publication or distribution ofthis Announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subjectto the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements. Further details in relationto Overseas Shareholders will be contained in the Scheme Document. Any failure to comply with the applicable restrictions may constitutea violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and personsinvolved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

The Acquisition relates to shares of an Englishcompany and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. Neither the US proxy solicitationrules nor the tender offer rules under the US Exchange Act apply to the Acquisition. Accordingly, the Acquisition is subject to the disclosurerequirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of USproxy solicitation or tender offer rules. However, if GXO were to elect to implement the Acquisition by means of a Takeover Offer, suchTakeover Offer would be made in compliance with all applicable laws and regulations, including Section 14(e) of the US Exchange Act andRegulation 14E thereunder. Such a Takeover Offer would be made in the United States by GXO and no one else. In addition to any such TakeoverOffer, GXO, certain affiliated companies and the nominees or brokers (acting as agents) of GXO may make certain purchases of, or arrangementsto 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 applicablelaw, including the US Exchange Act.

None of the securities referred to in thisAnnouncement have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the UnitedStates or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the informationcontained in this Announcement. Any representation to the contrary is a criminal offence in the United States.

Wincanton’s financial statements, andall financial information that is included in this Announcement, or that may be included in the Scheme Document, have been prepared inaccordance with accounting standards applicable in the United Kingdom and may not be comparable to financial statements of companies inthe United States or other companies whose financial statements are prepared in accordance with generally accepted accounting principlesin the United States.

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

Unless otherwise determined by GXO or requiredby the Code and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, intoor from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote, or procure the vote,in favour of the Scheme and the Acquisition by any such use, means, instrumentality or from within a Restricted Jurisdiction or any otherjurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and alldocuments relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributedor sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving thisAnnouncement and all documents relating to the Acquisition (including custodians, nominees and trustees) must observe these restrictionsand must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in thatjurisdiction. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation),the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including,but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or ofany facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capableof acceptance by any such use, means, instrumentality or facilities.

The availability of the Acquisition to WincantonShareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident.Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements. In particular,the ability of persons who are not resident in the United Kingdom to vote their Wincanton Shares with respect to the Scheme at the Meetings,or to appoint another person as proxy to vote at the Meetings on their behalf, may be affected by the laws of the relevant jurisdictionsin which they are located.

The Acquisition will be subject to the applicablerequirements of the Code, the Panel, and the London Stock Exchange.

If GXO were to elect to implement the Acquisitionby means of a Takeover Offer and it was determined that Rule 14e-5 of the US Exchange Act applied to the Takeover Offer, then in accordancewith normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, GXO or its nominees, or its brokers (acting as agents),may from time to time make certain purchases of, or arrangements to purchase, Wincanton Shares outside the United States, other than pursuantto the GXO proposal, before or during the period in which the GXO proposal, if made, remains open for acceptance. Also, in such circumstances,in accordance with Rule 14e-5(b) of the US Exchange Act, Rothschild & Co, BofA Securities, HSBC, Deutsche Numis and UBS and theirrespective affiliates may continue to act as exempt principal traders in Wincanton securities on the London Stock Exchange. These purchasesmay occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchaseswill be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on theLondon Stock Exchange website, www.londonstockexchange.com.

Forward-looking statements

This Announcement (including information incorporatedby reference in this Announcement), oral statements made regarding the Acquisition, and other information published by GXO and Wincantoncontain statements which are, or may be deemed to be, “forward-looking statements”, including for the purposes of the US PrivateSecurities Litigation Reform Act of 1995. Forward-looking statements are prospective in nature and are not based on historical facts,but rather on current expectations and projections of the management of GXO and Wincanton about future events, and are therefore subjectto risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-lookingstatements. The forward-looking statements contained in this Announcement include statements relating to the expected effects of the Acquisitionon GXO and Wincanton, the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but notalways, forward-looking statements can be identified by the use of forward-looking words such as “plans”, “expects”or “does not expect”, “is expected”, “is subject to”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”,or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved.Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings,synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and managementstrategies and the expansion and growth of GXO's or the Wincanton Group's operations and potential synergies resulting from the Acquisition;and (iii) the effects of global economic conditions and government regulation on GXO's or the Wincanton Group's business. Although GXOand Wincanton believe that the expectations reflected in such forward-looking statements are reasonable, GXO and Wincanton can give noassurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty becausethey relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actualresults 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 additionalfactors, 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, servicecentres and warehouses, to their respective customers’ demands; GXO and/or Wincanton’s ability to successfully integrate andrealise anticipated benefits, synergies, cost savings and profit improvement opportunities with respect to acquired companies, includingthe Acquisition; acquisitions may be unsuccessful or result in other risks or developments that adversely affect GXO and/or Wincanton’sfinancial condition and results; GXO and/or Wincanton’s ability to develop and implement suitable information technology systemsand 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 disputesat GXO and/or Wincanton’s customers and efforts by labour organizations to organize its employees; risks associated with definedbenefit plans for GXO and/or Wincanton’s current and former employees; fluctuations in currency exchange rates; fluctuations infixed and floating interest rates; fluctuations in customer confidence and spending; issues related to GXO and/or Wincanton’s intellectualproperty rights; governmental regulation, including trade compliance laws, as well as changes in international trade policies and taxregimes; 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, fiscaldiscipline, or strengthening of competitiveness and operations anticipated or targeted; the impact of potential cyber-attacks and informationtechnology or data security breaches; and the inability to implement technology initiatives or business systems successfully. Other unknownor unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-lookingstatements should therefore be construed in the light of such factors. Neither GXO nor Wincanton, nor any of their respective associatesor directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed orimplied in any forward-looking statements in this Announcement will actually occur. You are cautioned not to place undue reliance on theseforward-looking statements. Other than in accordance with their legal or regulatory obligations (including under the UK Listing Rulesand the Disclosure and Transparency Rules of the FCA), neither GXO or Wincanton is under any obligation, and GXO and Wincanton expresslydisclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, futureevents or otherwise.

Dealing and Opening Position DisclosureRequirements of the Code

Under Rule 8.3(a) of the Code, any person whois interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (beingany 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) mustmake an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in whichany securities exchange offeror is first identified.

An Opening Position Disclosure must containdetails of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) theofferee company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies mustbe made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate,by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeroris first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offerorprior 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 whois, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchangeofferor must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchangeofferor. 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), saveto the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) appliesmust be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuantto an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree companyor a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be madeby the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by anypersons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companiesin respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the DisclosureTable on the Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, whenthe 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.

Information relating to Wincanton Shareholders

Please be aware that addresses, electronicaddresses and certain other information provided by Wincanton Shareholders, persons with information rights and other relevant personsfor the receipt of communications from Wincanton may be provided to GXO during the Offer Period as required under Section 4 of Appendix4 to the Code to comply with Rule 2.11(c) of the Code.

Publication on website and hard copies

A copy of this Announcement and the documentsrequired to be published pursuant to Rule 26 of the Code will be available free of charge, subject to certain restrictions relating topersons resident in Restricted Jurisdictions, on Wincanton’s website at https://www.Wincanton.co.uk/investors/ and on GXO’swebsite.

Neither the content of any website referredto in this Announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this Announcement.

In accordance with Rule 30.3 of the Code, WincantonShareholders, persons with information rights and participants in the Wincanton Share Plans may request a hard copy of this Announcementby contacting Equiniti during business hours on +44 (0)371 384 2050 or by submitting a request in writing to Equiniti at Aspect House,Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom. Calls outside the United Kingdom will be charged at the applicable internationalrate. The helpline is open between 8.30 a.m. to 5.30 p.m. (London time), Monday to Friday, excluding public holidays in England and Wales.Please note that Equiniti cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and trainingpurposes. Wincanton Shareholders may also request that all future documents, announcements and information to be sent to them in relationto the Acquisition should be in hard copy form. If a Wincanton Shareholder has received this Announcement in electronic form, hard copiesof this Announcement and any document or information incorporated by reference into this Announcement will not be provided unless sucha request is made.

Rounding

Certain figures included in this Announcementhave been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightlyand figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Exhibit 99.2

Correction to announcement under RNS number 0894K made at 16:45 on 10/04/2024 (Results of Scheme Meeting and General Meeting). The announcement included the incorrect number of Scheme Shares in issue at the Scheme Voting Record Time, which in turn caused the percentages in the column titled "Number of Scheme Shares voted as a % of issued ordinary share capital entitled to vote on the Scheme" to be incorrect. All other information was correct:

FOR IMMEDIATE RELEASE

11 April 2024 (Original RNS Date: 10 April 2024)

RECOMMENDED CASH ACQUISITION

WINCANTON PLC**(“WINCANTON”)**

GXOLOGISTICS, INC. (“GXO”)

to be effected by means of a scheme of arrangementunder Part 26 of the Companies Act 2006

RESULTS OF SCHEME MEETING AND GENERAL MEETING

Full details of the resolutions passed are set out in the notices of the Scheme Meeting and General Meeting contained in the scheme document published on 14 March 2024 (the "Scheme Document").

VOTING RESULTS OF THE SCHEME MEETING

The results of the poll at the Scheme Meeting held on 10 April 2024 at 3.00 p.m. were as follows:

	Number of<br><br> Scheme <br><br>Shares<br><br> voted
For		66,312,943	99.73	%	1465	95.56	%	54.13	%
Against		178,787	0.27	%	68	4.44	%	0.15	%
Total		66,491,730	100.00	%	1528	100.00	%	54.28	%
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* Rounded to two decimal places.

The total number of Scheme Shares in issue at

the Scheme Voting Record Time was 122,515,037.

VOTING RESULTS OF THE GENERAL MEETING

The results of the poll at the General Meeting held immediately following the conclusion of the Scheme Meeting on 10 April 2024 were as follows:


For *	65,509,387	99.81	%
Against	121,603	0.19	%
Total	65,630,990	100	%
Withheld ***	28,970	N/A

* Incorporates proxy appointments which gave discretion to the Chairman of the General Meeting.

** Rounded to two decimal places.

*** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes ‘For’ or ‘Against’ the resolution.

Enquiries

Wincanton<br><br> <br>James Wroath, Chief Executive Officer<br><br> <br>Tom Hinton, Chief Financial Officer ****	+44 12 4971 0000
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HSBC (Lead Financial Adviser, Rule 3 Adviser and Joint Corporate Broker to Wincanton)<br><br> <br>Anthony Parsons<br><br> <br>Christopher Fincken<br><br> <br>Charles-Antoine de Chatillon<br><br> <br>Joe Weaving	+44 20 7991 8888
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Deutsche Numis (Joint Financial Adviser and Joint Corporate Broker to Wincanton)<br><br> <br>Mark Lander<br><br> <br>George Price<br><br> <br>Stuart Ord<br><br> <br>****	+44 20 7260 1000
UBS (Joint Financial Adviser to Wincanton)<br><br> <br>Sandip Dhillon<br><br> <br>Arnould Fremy<br><br> <br>Hew Glyn Davies	+44 20 7567 8000
Headland (PR Adviser to Wincanton)<br><br> <br>Susanna Voyle<br><br> <br>Henry Wallers<br><br> <br>****	+44 20 3805 4822
GXO<br><br> <br>Matthew Schmidt (US media)<br><br> <br>Neil Shelton (Investor contact)<br><br> <br>Chris Jordan (Investor contact)	**<br><br> <br>+1 (203) 307 2809<br><br> <br>+44 (0)7929 651 023<br><br> <br>+ 1 (203) 769 7228**
Rothschild & Co (Lead Financial Adviser to GXO)<br><br> <br>Neil Thwaites<br><br> <br>Matthew Price	+44 (0)20 7280 5000
BofA Securities (Joint Financial Adviser and Corporate Broker to GXO)<br><br> <br>Geoff Iles<br><br> <br>Peter Luck<br><br> <br>Justin Anstee<br><br> <br>Ray Williams	+44(0)20 7628 1000
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Brunswick (PR Adviser to GXO)<br><br> <br>Simon Sporborg<br><br> <br>David Litterick<br><br> <br>Pip Green	+44 (0)20 7404 5959
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Herbert Smith Freehills LLP is acting as legal adviser to Wincanton.

Important notices

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

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Further information

This Announcement has been prepared for thepurpose of complying with English law, the Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules andthe information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordancewith the laws of other jurisdictions.

Each Wincanton Shareholder is advised to consulttheir independent professional adviser regarding the tax consequences to them (or to their beneficial owners) of the Acquisition.

This Announcement does not constitute a prospectus,prospectus equivalent document or exempted document.

Overseas Shareholders

The Acquisition relates to shares of an Englishcompany and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. Neither the US proxy solicitationrules nor the tender offer rules under the US Exchange Act apply to the Acquisition. Accordingly, the Acquisition is subjectto the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ fromthe requirements of US proxy solicitation or tender offer rules. However, if GXO were to elect to implement the Acquisition by means ofa Takeover Offer, such Takeover Offer would be made in compliance with all applicable laws and regulations, including Section 14(e) ofthe US Exchange Act and Regulation 14E thereunder. Such a Takeover Offer would be made in the United States by GXO and no one else. Inaddition to any such Takeover Offer, GXO, certain affiliated companies and the nominees or brokers (acting as agents) of GXO may makecertain purchases of, or arrangements to purchase, shares in Wincanton outside such Takeover Offer during the period in which such TakeoverOffer would remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside theUnited States and would comply with applicable law, including the US Exchange Act.

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The Acquisition will be subject to the applicablerequirements of the Code, the Panel, and the London Stock Exchange.

If GXO were to elect to implement the Acquisitionby means of a Takeover Offer and it was determined that Rule 14e-5 of the US Exchange Act applied to the Takeover Offer, then inaccordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, GXO or its nominees, or its brokers(acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Wincanton Shares outside the UnitedStates, other than pursuant to the GXO proposal, before or during the period in which the GXO proposal, if made, remains open for acceptance.Also, in such circumstances, in accordance with Rule 14e-5(b) of the US Exchange Act, Rothschild & Co, BofA Securities,HSBC, Deutsche Numis and UBS and their respective affiliates may continue to act as exempt principal traders in Wincanton securities onthe London Stock Exchange. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiatedprices. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported to a Regulatory InformationService and will be available on the London Stock Exchange website, www.londonstockexchange.com.

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Forward-looking statements

This Announcement (including information incorporatedby reference in this Announcement), oral statements made regarding the Acquisition, and other information published by GXO and Wincantoncontain statements which are, or may be deemed to be, “forward-looking statements”, including for the purposes of the US PrivateSecurities Litigation Reform Act of 1995. Forward-looking statements are prospective in nature and are not based on historical facts,but rather on current expectations and projections of the management of GXO and Wincanton about future events, and are therefore subjectto risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-lookingstatements. The forward-looking statements contained in this Announcement include statements relating to the expected effects of the Acquisitionon GXO and Wincanton, the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but notalways, forward-looking statements can be identified by the use of forward-looking words such as “plans”, “expects”or “does not expect”, “is expected”, “is subject to”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”,or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved.Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues,earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) businessand management strategies and the expansion and growth of GXO's or the Wincanton Group's operations and potential synergies resultingfrom the Acquisition; and (iii) the effects of global economic conditions and government regulation on GXO's or the Wincanton Group'sbusiness. Although GXO and Wincanton believe that the expectations reflected in such forward-looking statements are reasonable, GXO andWincanton can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve riskand uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factorsthat 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 withthe SEC, as well as additional factors, such as: economic conditions generally; supply chain challenges, including labour shortages; competitionand pricing pressures; GXO and/or Wincanton’s ability to align GXO and/or Wincanton’s investments in capital assets, includingequipment, service centres and warehouses, to their respective customers’ demands; GXO and/or Wincanton’s ability to successfullyintegrate 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/orWincanton’s financial condition and results; GXO and/or Wincanton’s ability to develop and implement suitable informationtechnology systems and prevent failures in or breaches of such systems; GXO and/or Wincanton’s ability to raise debt and equitycapital; litigation; labour matters, including GXO and/or Wincanton’s ability to manage its subcontractors, and risks associatedwith labour disputes at GXO and/or Wincanton’s customers and efforts by labour organizations to organize its employees; risks associatedwith defined benefit plans for GXO and/or Wincanton’s current and former employees; fluctuations in currency exchange rates; fluctuationsin fixed and floating interest rates; fluctuations in customer confidence and spending; issues related to GXO and/or Wincanton’sintellectual property rights; governmental regulation, including trade compliance laws, as well as changes in international trade policiesand 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, fiscaldiscipline, or strengthening of competitiveness and operations anticipated or targeted; the impact of potential cyber-attacks and informationtechnology or data security breaches; and the inability to implement technology initiatives or business systems successfully. Other unknownor unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-lookingstatements should therefore be construed in the light of such factors. Neither GXO nor Wincanton, nor any of their respective associatesor directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed orimplied in any forward-looking statements in this Announcement will actually occur. You are cautioned not to place undue reliance on theseforward-looking statements. Other than in accordance with their legal or regulatory obligations (including under the UK Listing Rules andthe Disclosure and Transparency Rules of the FCA), neither GXO or Wincanton is under any obligation, and GXO and Wincanton expresslydisclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, futureevents or otherwise.

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Dealing and Opening Position DisclosureRequirements of the Code

Under Rule 8.3(a) of the Code, anyperson who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchangeofferor (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solelyin cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcementin which any securities exchange offeror is first identified.

An Opening Position Disclosure must containdetails of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) theofferee company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) appliesmust be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the Offer Period and,if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securitiesexchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchangeofferor prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, anyperson who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securitiesexchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securitiesexchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positionsin, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchangeofferor(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person towhom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date ofthe relevant dealing.

Information relating to Wincanton Shareholders

Publication on website and hard copies

A copy of this Announcement and the documentsrequired to be published pursuant to Rule 26 of the Code will be available free of charge, subject to certain restrictions relatingto persons resident in Restricted Jurisdictions, on Wincanton’s website at https://www.Wincanton.co.uk/investors/ and on GXO’swebsite.

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Neither the content of any website referredto in this Announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this Announcement.

In accordance with Rule 30.3 of the Code,Wincanton Shareholders, persons with information rights and participants in the Wincanton Share Plans may request a hard copy of thisAnnouncement by contacting Equiniti during business hours on +44 (0)371 384 2050 or by submitting a request in writing to Equiniti atAspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom. Calls outside the United Kingdom will be charged at the applicableinternational rate. The helpline is open between 8.30 a.m. to 5.30 p.m. (London time), Monday to Friday, excluding public holidaysin England and Wales. Please note that Equiniti cannot provide any financial, legal or tax advice and calls may be recorded and monitoredfor security and training purposes. Wincanton Shareholders may also request that all future documents, announcements and information tobe sent to them in relation to the Acquisition should be in hard copy form. If a Wincanton Shareholder has received this Announcementin electronic form, hard copies of this Announcement and any document or information incorporated by reference into this Announcementwill not be provided unless such a request is made.

Rounding

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