LTB 071/25 – OFFER BY EP GROUP – UPDATE

[POSTMAN]

https://www.cwu.org/ltb/ltb-071-25-offe ... up-update/

LTB 071/25 – OFFER BY EP GROUP – UPDATE
No: 071/25

10th April 2025

TO: ALL POSTAL BRANCHES

Dear Colleagues,

OFFER BY EP GROUP – UPDATE

A number of Members have raised queries in relation to EP Group’s proposed takeover of International Distribution Services plc (“IDS“) (the “Offer“), which as you will know was approved by the UK Government in December 2024. We are writing now to provide an update on the Offer process which we hope will address some of the queries raised with us. This update has been approved by our legal advisers.

PLEASE NOTE THAT THE COMMUNICATION WORKERS UNION IS NOT PROVIDING ANY FINANCIAL OR TAX ADVICE RELATING TO THE OFFER, OR PROVIDING ANY VIEW OR RECOMMENDATION ON WHETHER OR NOT MEMBERS SHOULD ACCEPT THE OFFER. ALL MEMBERS SHOULD SEEK THEIR OWN LEGAL AND FINANCIAL ADVICE IN CONNECTION WITH THE POTENTIAL CONSEQUENCES OF THE OFFER.

As you will be aware from the documents relating to the Offer included on IDS’ website:(https://www.internationaldistributionse ... o-limited/), the Offer is subject to a number of conditions, including conditions regarding regulatory approvals in various countries.

• EP Group announced on 2 April 2025 that all such regulatory conditions have now been satisfied.

• EP Group has also confirmed that the latest date by which the Offer may become unconditional under the Takeover Code is 30 April 2025 (the “Unconditional Date“), and it currently expects that the Offer will become unconditional by this date.

• EP Group has confirmed that the Offer will become unconditional if valid acceptances of the Offer are received by 30 April 2025 in respect of IDS shares representing 75% of the voting rights of IDS.

In response to questions that Members have raised with us, we have set out below some potential scenarios for what may happen if acceptances received by the Unconditional Date are above or below the 75% threshold.

Acceptances received total less than 50% of Voting Rights

The Offer will lapse (not proceed) as the Takeover Code does not allow a takeover offer to proceed if it is accepted by shareholders holding fewer than 50% of Voting Rights.

• All shareholders that currently hold shares in IDS will continue to do so and IDS will remain a listed company.

Acceptances received total more than 50% but less than 75% of Voting Rights

In this scenario, the Offer could still proceed if IDS and EP Group agree to a lower acceptance threshold.

A lower acceptance threshold is agreed between IDS and EP Group

• Shareholders that accept the Offer will have their shares acquired by EP Group at the Offer Price of 370p per share (the “Offer Price“).

• Shareholders that do not accept the Offer will continue to hold their shares.

EP Group could seek shareholder approval to delist IDS from the London Stock Exchange and / or re-register as a private company. If a de-listing resolution and a resolution to re-register as a private company were to be passed, shareholders that do not accept the Offer will continue to hold their shares in IDS, which will then be an unlisted private company.

Without a listing it is likely that the shares will be more difficult to sell, and there is no guarantee that shares could be sold at the Offer price of 370p per share (or at all).

(B) A lower acceptance threshold is not agreed between IDS and EP Group

If IDS and EP Group do not agree to a lower acceptance threshold, the Acceptance Condition will not have been satisfied and the Offer will lapse. In that case, everyone that currently holds shares in IDS will continue to do so and IDS will remain a listed company.

Acceptances received total more than 75% but less than 90% of Voting Rights

The Acceptance Condition will have been satisfied and the Offer will proceed.

In this scenario, EP Group has stated its intention to delist IDS from the London Stock Exchange and re-register as a private company.

• Shareholders that have accepted the Offer will have their shares acquired by EP Group at 370p per share.

• Shareholders that do not accept the Offer will continue to hold their shares.

As stated above, following a delisting and re-registration as a private company the IDS shares are likely to be more difficult to sell, and in that scenario there is no guarantee that shares could be sold at the Offer price of 370p per share (or at all).

Acceptances of more than 90% of the Voting Rights subject to the Offer

The Acceptance Condition will have been satisfied and the Offer will proceed.

• Shareholders that accept the Offer will have their shares acquired by EP Group at a price of 370p per share under the terms of the Offer.

• Shareholders that do not accept the Offer will also have their shares acquired on the same terms as under the Offer, at a price of 370p per share, as EP Group will have the statutory right to compulsorily acquire those shares. Please note that the compulsory acquisition rights will only be triggered if there are acceptances of more than 90% of the Voting Rights subject to the Offer (this threshold excludes those shares already held by EP Group and its associates).

For any further information on how to respond to the offer or if members have mislaid the information sent to them, they should contact the IDS Share Registry Equiniti on +44(0)330 123 0058 or email the website that has been set up by Equiniti on www.idsoffer.shareview.info/

Yours sincerely

DAVE WARD

GENERAL SECRETARY

MARTIN WALSH

DEPUTY GENERAL SECRETARY (POSTAL)

[posted]

Please note that the compulsory acquisition rights will only be triggered if there are acceptances of more than 90% of the Voting Rights subject to the Offer (this threshold excludes those shares already held by EP Group and its associates).

Re the 90% threshold, this tid-bit is interesting.
So say EP Group & co hold 35 million shares, what that statement in bracket reads to me is that if the 90% of the ~65million shares - rather than 90% of the full 100 million shares- vote to accept the offer, only then can EP group compulsorily purchase the remainder.

Is that how you guys understand it?

So where as we previously thought ~90million shares (no matter who owns them) had to vote to accept the offer in order to trigger that higher threshold of compulsory purchase, it reads like only 58.5 million shares (owned by people/iis other than EP group et al) have to accept the offer.

[RobertT]

Please note that the compulsory acquisition rights will only be triggered if there are acceptances of more than 90% of the Voting Rights subject to the Offer (this threshold excludes those shares already held by EP Group and its associates).

Re the 90% threshold, this tid-bit is interesting.
So say EP Group & co hold 35 million shares, what that statement in bracket reads to me is that if the 90% of the ~65million shares - rather than 90% of the full 100 million shares- vote to accept the offer, only then can EP group compulsorily purchase the remainder.

Is that how you guys understand it?

So where as we previously thought ~90million shares (no matter who owns them) had to vote to accept the offer in order to trigger that higher threshold of compulsory purchase, it reads like only 58.5 million shares (owned by people/iis other than EP group et al) have to accept the offer.

All other communications I've seen, including the full offer document, have said DK's shares will count towards the total percentage. That's regardless of whether we're talking about the 50%, 75% or 90% thresholds.

I tend to believe the official stuff over a LTB signed by Ward and Walsh.

[the beautiful bd south]

Am I right in thinking that means he would need 92.7% of TOTAL shares for a compulsory purchase?

[wandle]

Am I right in thinking that means he would need 92.7% of TOTAL shares for a compulsory purchase?

Can’t understand where you’re getting that figure.
He needs 90%.

[wandle]

Please note that the compulsory acquisition rights will only be triggered if there are acceptances of more than 90% of the Voting Rights subject to the Offer (this threshold excludes those shares already held by EP Group and its associates).

Re the 90% threshold, this tid-bit is interesting.
So say EP Group & co hold 35 million shares, what that statement in bracket reads to me is that if the 90% of the ~65million shares - rather than 90% of the full 100 million shares- vote to accept the offer, only then can EP group compulsorily purchase the remainder.

Is that how you guys understand it?

So where as we previously thought ~90million shares (no matter who owns them) had to vote to accept the offer in order to trigger that higher threshold of compulsory purchase, it reads like only 58.5 million shares (owned by people/iis other than EP group et al) have to accept the offer.

In your hypothetical example, if holders of 90% of the shares that are not already under Kretinskyy’s control need to vote yes (58.5% of the total shares in issue) then does that also apply to the 50% and 75% thresholds?
If you are correct, and in a scenario where the bidder already owns 35%, it would only need slightly over half of the remaining 65% to decline the offer, and the bid would lapse?? So it would only need holders of 32.51% of the total shares, not 50.01% ?

[the beautiful bd south]

My thoughts where he owns 27% of the shares.
He needs 90% of the remaining shares to complete a compulsory purchase.
90% of 73 = 65.7
Added to his 27% would equate to 92.7% overall.

This is only in relation to compulsory purchase scenario.

[RobertT]

Am I right in thinking that means he would need 92.7% of TOTAL shares for a compulsory purchase?

Can’t understand where you’re getting that figure.
He needs 90%.

Going by the LTB, there's a difference in the wording between what happens with a 90% acceptance rate and the other thresholds.

For 90% it specifically says 'voting rights subject to the offer'. While for the other thresholds it just says 'voting rights'.

Assuming that is correct, I agree with beautiful south's figures above – If DK's holding remains at 27%, he will need 90% of the remaining 73%, giving a total of 92.7%, to be able to compulsory purchase the remainder.

[Rommagic]

EP group up too 35.1 per cent.

[Rommagic]

Ep group had 27.5 per cent.

[RobertT]

EP group up too 35.1 per cent.

Ep group had 27.5 per cent.

As of 11 April:

EP = 27.56%
Other acceptances = 7.59%
Total 35.15%

The previous announcement was:

EP = 27.56%
Others = 6.06%
Total = 33.62%

[Rommagic]

So the extra 7 per cent so far cost them £m?

[RobertT]

So the extra 7 per cent so far cost them £m?

The 7.59% are other shareholders accepting the offer.

[Rommagic]

So the extra 7 per cent so far cost them £m?

The 7.59% are other shareholders accepting the offer.

Yes Robert but what cost is that please?

[Rommagic]

So the extra 7 per cent so far cost them £m?

The 7.59% are other shareholders accepting the offer.

He needs another 40 per cent or more by the end of April.