8-K - GXO - Equibles

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 24, 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 24, 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 (the “Acquisition”) to be effected by means of a court sanctioned scheme of arrangement under Part 26 of the UK Companies Act 2006, that the Secretary of State in the Cabinet Office has informed the Company that the UK Government will not take any further action in relation to the Acquisition under the UK National Security and Investment Act 2021. A copy of the announcement is attached as Exhibit 99.1 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 24, 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 24, 2024	GXO Logistics, Inc.
	By:	/s/ Karlis P. Kirsis
		Chief Legal Officer

Exhibit 99.1

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

FOR IMMEDIATE RELEASE

24 April 2024

RECOMMENDED CASH ACQUISITION

WINCANTON PLC (“WINCANTON”)

GXO LOGISTICS, INC. (“GXO”)

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

Announcement of UK NSI Act Clearance

On 29 February 2024, GXO announced its firm intention to make a cash offer to acquire the entire issued and to be issued share capital of Wincanton (the Acquisition) for an offer price of 605 pence in cash per Wincanton Share (the GXO Offer).

On 1 March 2024, the board of Wincanton announced the Wincanton Directors’ intention to recommend the GXO Offer.

On 6 March 2024, the boards of directors of Wincanton and GXO announced that GXO had elected, with the consent of Wincanton and the Panel, to implement the Acquisition by way of a Court-sanctioned scheme of arrangement (the Scheme) under Part 26 of the Companies Act.

The scheme document in respect of the Acquisition (the Scheme Document) was published and made available to Wincanton Shareholders on 14 March 2024.

The Acquisition triggered a mandatory notification to the UK Government under the UK National Security and Investment Act 2021 (NSI Act).

UK NSI Act clearance

GXO is pleased to announce that the Secretary of State in the Cabinet Office informed GXO on 23 April 2024 that the UK Government will not take any further action in relation to the Acquisition under the NSI Act.

Consequently, the Condition set out in paragraph 3.2 of Part A of Part III (Conditions to the Implementation of the Scheme and to the Acquisition) of the Scheme Document has now been satisfied. Completion of the Acquisition remains subject to the satisfaction (or, if applicable, waiver) of the remaining Conditions set out in the Scheme Document, including the sanction of the Scheme by the Court at the Court Hearing.

The expected timetable of principal events for the implementation of the Scheme remains as set out on page 7 of the Scheme Document.

This announcement should be read in conjunction with the Scheme Document. Capitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Document.

Enquiries

GXO
Matthew Schmidt (US media)	+1 (203) 307 2809
Neil Shelton (Investor contact)	+44 (0)7929 651 023
Chris Jordan (Investor contact)	+ 1 (203) 769 7228
Rothschild & Co (Lead Financial Adviser to GXO)	+44 (0)20 7280 5000
Neil Thwaites
Matthew Price
BofA Securities (Joint Financial Adviser and Corporate Broker to GXO)	+44 (0)20 7628 1000
Geoff Iles
Peter Luck
Justin Anstee
Ray Williams
Brunswick (PR Adviser to GXO)	+44 (0)20 7404 5959
Simon Sporborg
David Litterick
Pip Green

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.

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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 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.

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.

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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).

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.

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 are contained in the Scheme Document. Any failure to comply with the applicable restrictions may constitute aviolation 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 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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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.

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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 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 contains statementswhich are, or may be deemed to be, “forward-looking statements”, including for the purposes of the US Private Securities LitigationReform Act of 1995. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on currentexpectations and projections of the management of GXO about future events, and are therefore subject to risks and uncertainties whichcould cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-lookingstatements contained in this Announcement include statements relating to the expected effects of the Acquisition on GXO, the expectedtiming and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statementscan 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 suchwords 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 includestatements 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 management strategies and theexpansion and growth of GXO's or the Wincanton Group's operations and potential synergies resulting from the Acquisition; and (iii) theeffects of global economic conditions and government regulation on GXO's or the Wincanton Group's business. Although GXO believes thatthe expectations reflected in such forward-looking statements are reasonable, GXO can give no assurance that such expectations will proveto be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstancesthat will occur in the future. There are a number of factors that could cause actual results and developments to differ materially fromthose expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of theConditions and the risks discussed in GXO’s filings with the SEC, as well as additional factors, such as: economic conditions generally;supply chain challenges, including labour shortages; competition and pricing pressures; GXO and/or Wincanton’s ability to alignGXO and/or Wincanton’s investments in capital assets, including equipment, service centres and warehouses, to their respective customers’demands; GXO and/or Wincanton’s ability to successfully integrate and realise anticipated benefits, synergies, cost savings andprofit improvement opportunities with respect to acquired companies, including the Acquisition; acquisitions may be unsuccessful or resultin other risks or developments that adversely affect GXO and/or Wincanton’s financial condition and results; GXO and/or Wincanton’sability to develop and implement suitable information technology systems and prevent failures in or breaches of such systems; GXO and/orWincanton’s ability to raise debt and equity capital; litigation; labour matters, including GXO and/or Wincanton’s abilityto manage its subcontractors, and risks associated with labour disputes at GXO and/or Wincanton’s customers and efforts by labourorganizations to organize its employees; risks associated with defined benefit plans for GXO and/or Wincanton’s current and formeremployees; fluctuations in currency exchange rates; fluctuations in fixed and floating interest rates; fluctuations in customer confidenceand spending; issues related to GXO and/or Wincanton’s intellectual property rights; governmental regulation, including trade compliancelaws, as well as changes in international trade policies and tax regimes; natural disasters, terrorist attacks or similar incidents; amaterial 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, fiscal discipline, or strengthening of competitiveness and operations anticipatedor targeted; the impact of potential cyber-attacks and information technology or data security breaches; and the inability to implementtechnology initiatives or business systems successfully. Other unknown or unpredictable factors could cause actual results to differ materiallyfrom those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors.Neither GXO nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guaranteethat the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. Youare cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatoryobligations (including under the UK Listing Rules and the Disclosure and Transparency Rules of the FCA), GXO is not under anyobligation, and GXO expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as aresult of new information, future events or otherwise.

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No profit forecasts, profit estimates orquantified benefits statements

No statement in this Announcement is intendedas a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this Announcement should beinterpreted to mean that earnings or earnings per share for Wincanton for the current or future financial years would necessarily matchor exceed the historical published earnings or earnings per share for Wincanton.

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.

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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.

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 relatingto persons 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.

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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.

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