RNS No 0448x
UNITED CARRIERS GROUP PLC
28 May 1999
PART I
Not for release, publication or distribution in or into the United
States,Canada, Australia or Japan
Recommended Cash Offer
by Geodis UK Limited ("Geodis UK")
for
United Carriers Group PLC ("United Carriers")
The Offer
The Board of Geodis UK is pleased to announce the terms of a recommended cash
offer for United Carriers to be made by SG Hambros on behalf of Geodis UK, a
wholly-owned subsidiary of Geodis. The formal Offer document will be posted to
United Carriers Shareholders as soon as practicable.
The Offer will be 25 pence in cash for each United Carriers Ordinary Share
valuing the existing issued ordinary share capital of United Carriers at
approximately #8.5 million.
The Offer is unanimously recommended by the Directors of United Carriers.
Geodis UK has purchased 7,397,433 United Carriers Ordinary Shares
(representing approximately 21.8 per cent. of United Carriers' existing issued
ordinary share capital) and has received irrevocable undertakings to accept
the Offer from the Directors of United Carriers and from other United Carriers
Shareholders for a total of 15,074,790 United Carriers Ordinary Shares
(representing approximately 44.5 per cent. of United Carriers' existing issued
ordinary share capital). Accordingly, Geodis UK either owns or has received
irrevocable undertakings in respect of a total of 22,472,223 United Carriers
Ordinary Shares (representing approximately 66.3 per cent. of United Carriers'
existing issued ordinary share capital).
Geodis UK is a wholly owned subsidiary of Geodis, a French quoted company
which is one of Europe's leading transport and logistics operators. The
company offers logistics services, sea and air freight forwarding,
distribution and express parcel services as well as full-truck load services.
Geodis UK is a holding company for Geodis' interests in the UK.
Geodis is 43.6 per cent. owned by SNCF Participations, 26.3 per cent. by
Societe Alsacienne et Lorraine de Valeurs d'Entreprises et de Participations
and 8.5 per cent. by Assurances Generales de France Vie.
United Carriers is a UK based distribution group specialising in parcels,
carpets and light freight. The United Carriers Group consists of a number of
companies including United Carriers Limited (UK and international parcels) and
Carpet Express Limited (UK carpets). The UK parcels business operates from a
network of 23 depots across the UK and employs almost 2,000 staff.
The Board of Geodis UK believes that the combination of Geodis with United
Carriers will generate considerable strategic and commercial benefits for both
businesses by bringing together Geodis' strong presence in European markets
and United Carriers' position in the UK.
Commenting on today's announcement, Doug Rogers, Chairman of United Carriers,
said:
"As I announced at the Annual General Meeting, recent trading has seen a
disappointing downturn in volume. We believe this results from concerns
amongst our customers about both a possible merger and the ongoing viability
of the Group in view of its continued losses.
The Board has considered carefully the prospects for the business as an
independent entity and believes that it could only continue in the event of a
substantial refinancing or by a sale of a significant part of the business.
Accordingly the Board unanimously recommends this offer to shareholders."
Commenting on today's announcement, Alain Poinssot, Chairman and Managing
Director of Geodis, said:
"I consider the UK market to be of prime importance to Geodis. United Carriers
is very complementary with our existing operations in the UK, which include
our subsidiary companies Geodis Logistics, Cavewood, Gordon Leslie and
Calberson UK Ltd.
I have confidence in the motivation and the professional skills of the
management team of United Carriers and believe United Carriers, together with
our UK operations, will provide a substantive platform on which to base the
further growth of Geodis in the UK. This will enable us to better serve our
customers, especially those requiring a global and international offering."
These highlights should be read in conjunction with, and are subject to, the
text of the full announcement.
Enquiries:
Geodis
Jan Van der Hoek
Gerard Levy
Telephone:00 33 1 53 06 12 00
United Carriers
Doug Rogers
Russell Hodgson
Telephone:0836 512 724
0411 492 884
SG Hambros Corporate Finance Advisory
Vincent Thompson
Sylvain Gaudillat
Telephone:0171 676 6000
Peel, Hunt & Company Limited
Capel Irwin
Telephone:0171 418 8900
Hudson Sandler Ltd
Michael Sandler
Telephone:0171 796 4133
The Offer will not be made, directly or indirectly, in or into or by use of
the mails or any means or instrumentality (including, without limitation,
facsimile transmission, telephonically or electronically) of interstate or
foreign commerce of, or any facility of a national securities exchange of, the
United States, Canada, Australia, or Japan and the Offer is not capable of
acceptance by any such use, means, instrumentality or facility or from within
the United States, Canada, Australia or Japan. Accordingly, copies of this
announcement are not being and must not be mailed or otherwise distributed or
sent in or into the United States, Canada, Australia or Japan.
SG Hambros Corporate Finance Advisory, a division of Societe Generale, is
acting exclusively for Geodis and Geodis UK and no one else in connection with
the Offer and will not be responsible to anyone other than Geodis and Geodis
UK for providing the protections afforded to customers of SG Hambros nor for
giving advice in relation to the Offer. Societe Generale is regulated by The
Securities and Futures Authority Limited for the conduct of investment
business in the UK.
Peel, Hunt & Company Limited, which is regulated by The Securities and Futures
Authority Limited, is acting exclusively for United Carriers and no-one else
in connection with the Offer and will not be responsible to anyone other than
United Carriers for providing the protections afforded to customers of Peel,
Hunt, nor for providing advice in relation to the Offer.
Not for release, publication or distribution in or into the United States,
Canada, Australia or Japan.
Recommended Cash Offer
by Geodis UK Limited ("Geodis UK")
for
United Carriers Group PLC ("United Carriers")
Introduction
The Boards of Geodis UK and United Carriers are pleased to announce that they
have agreed the terms of a recommended cash offer of 25 pence per United
Carriers Ordinary Share, to be made by SG Hambros on behalf of Geodis UK, to
acquire all of the issued and to be issued ordinary share capital of United
Carriers not already owned by Geodis UK. The formal offer document will be
despatched to United Carriers Shareholders as soon as practicable.
The Offer values United Carriers' existing issued ordinary share capital at
approximately #8.5 million.
The Directors of United Carriers, who have been so advised by Peel Hunt,
taking into account the factors listed below under "Recommendation", consider
the terms of the Offer to be fair and reasonable and in the best interests of
the United Carriers Shareholders as a whole. In providing advice to the
Directors of United Carriers, Peel Hunt has taken into account the commercial
assessments of the Directors of United Carriers. Accordingly, the Directors
of United Carriers unanimously recommend United Carriers Shareholders to
accept the Offer, as they have irrevocably undertaken to do in respect of
their own beneficial holdings amounting in aggregate to 39,440 United Carriers
Ordinary Shares, representing approximately 0.1 per cent. of the issued share
capital of United Carriers.
Purchase of shares and irrevocable undertakings
Geodis UK has purchased 7,397,433 United Carriers Ordinary Shares
(representing approximately 21.8 per cent. of United Carriers' existing issued
ordinary share capital) and has received irrevocable undertakings to accept
the Offer from the Directors of United Carriers and from other United Carriers
Shareholders for a total of 15,074,790 United Carriers Ordinary Shares
(representing approximately 44.5 per cent. of United Carriers' existing issued
ordinary share capital). Accordingly, Geodis UK either owns or has received
irrevocable undertakings in respect of 22,472,223 United Carriers Ordinary
Shares (representing approximately 66.3 per cent. of United Carriers' existing
issued ordinary share capital).
The Offer
The Offer will be made on the following basis:
For each United Carriers Ordinary Share 25 pence in cash
The United Carriers Ordinary Shares to be acquired under the Offer are to be
acquired fully paid and free from all liens, charges, equitable interests,
encumbrances, rights of pre-emption or other interests or rights of any nature
whatsoever, together with all rights attaching thereto at and after the date
on which the Offer is made including the right to receive and retain all
dividends and other distributions declared, paid or made thereafter.
Information relating to Geodis
Geodis UK is a wholly owned subsidiary of Geodis, a French quoted company
which is 43.6 per cent. owned by SNCF Participations, 26.3 per cent. by
Societe Alsacienne et Lorraine de Valeurs d'Entreprises et de Participations
("Salvepar") and 8.5 per cent. by Assurances Generales de France Vie ("AGF
Vie").
Geodis is one of Europe's leading transport and logistics operators. The
company offers logistics services, sea and air freight forwarding,
distribution and express parcel services as well as full truck load services.
It operates in more than 40 countries and has approximately 22,000 employees.
As at 27 May 1999, Geodis had a market capitalisation of approximately Euro
314.4 million.
Geodis UK is the holding company for Geodis' interests in the UK, of which one
is Cavewood Limited ("Cavewood"). Cavewood mainly offers full truck load
services between the UK and the European continent. It also operates
international distribution services to all main European destinations.
For the year ended 31 December 1998, Geodis reported turnover of FFr 18.6
billion (1997: FFr 17.7 billion), net income post minority interests of FFr
135.2 million (1997: FFr 35.5 million) and net assets of FFr 1,891 million
(1997: FFr 1,597 million).
SNCF Participations is a wholly-owned subsidiary of Societe Nationale des
Chemins de Fer Francais ("SNCF"), the French state-owned company which
operates the French national railway network.
Salvepar is a French investment company with a market capitalisation of
approximately Euro 126.0 million as at 27 May 1999. It is 51.4 per cent.
owned by Societe Generale, a French bank with a market capitalisation of
approximately Euro 18.0 billion as at 27 May 1999.
AGF Vie is a subsidiary of Societe Centrale des Assurances Generales de France
("AGF"), a French quoted insurance company active in the fields of life
insurance, non life insurance and credit insurance. The group is also involved
in reinsurance, banking, investment and real estate. As at 27 May 1999, AGF
had a market capitalisation of approximately Euro 8.8 billion.
Information relating to United Carriers
United Carriers is a UK based distribution group specialising in parcels,
carpets and light freight. The United Carriers Group consists of a number of
companies including United Carriers Limited (UK and international parcels) and
Carpet Express Limited (UK carpets). As at 27 May 1999, United Carriers had a
market capitalisation of approximately #9.5 million.
The UK parcels business operates from a network of 23 depots across the UK and
employs almost 2,000 staff.
The international business operates through its partner, General Parcel, which
provides a service throughout Europe.
Carpet Express Limited operates through a UK network of 6 depots and is the
only national network in the UK for carpet distribution. It employs about 450
staff and distributes carpets from manufacturers to their customers in the UK.
The results for the year ending 31 December 1998 reported turnover of #114.3m
(1997 #133.8m) and a loss before taxation of #7.1m (1997 profit #2.2m). The
net assets of the Group as at 31 December 1998 were #18.9m (1997 #26.9m).
Background to and reasons for the Offer
Geodis is operating in a market in which increasingly it is necessary to offer
major customers comprehensive, Europe-wide services. In order to be in a
better position to satisfy its customers' needs and to take advantage of the
growth in trade within the European market, Geodis has identified the need to
develop its European network through acquisitions and industrial alliances,
with a priority on strengthening activities in neighbouring countries to
France, being the UK, Benelux, Germany, Italy and Spain.
Geodis already has a presence in the UK market through its wholly-owned
subsidiaries Cavewood, Geodis Logistics, Calberson UK and Gordon Leslie. The
combination of Geodis activities in the UK with United Carriers and its
existing network of depots will give Geodis critical mass in the UK market.
The combined business will also act as a platform for the expansion of Geodis'
activities in the UK.
The Directors of Geodis believe that the integration of United Carriers with
Geodis' existing activities, and in particular those of Cavewood, will result
in synergies and enhance future anticipated growth.
The Directors of Geodis believe that United Carriers has a proven motivated
and experienced management team, led by Russell Hodgson, and are delighted
that the key members of the senior management team will continue the
development of United Carriers within Geodis UK. Geodis is confident that
United Carriers will be successfully integrated into its existing UK
operations.
Management and employees
The Board of Geodis confirms that the existing employment rights, including
pension rights, of all management and employees of the United Carriers Group
will be fully safeguarded.
United Carriers Share Option Schemes
The Offer will extend to any fully paid United Carriers Ordinary Shares
unconditionally allotted or issued before the date on which the Offer closes
(or, subject to the City Code, such earlier date, not being earlier than the
date on which the Offer becomes or is declared unconditional as to acceptances
or, if later, the first closing date of the Offer, as Geodis UK may decide),
including any United Carriers Ordinary Shares unconditionally allotted or
issued fully paid pursuant to the exercise of options granted under the United
Carriers Share Option Schemes. To the extent that options under the United
Carriers Share Option Schemes are not exercised whilst the Offer remains open
for acceptance and such options are exercisable at a price equal to or lower
than the offer price of 25 pence, option holders will, once the Offer has
become or been declared unconditional in all respects, be sent appropriate
proposals which will include cash cancellation. However, in so far as the
exercise price of options granted under the United Carriers Share Option
Schemes are greater than the offer price, Geodis UK does not intend to make
any proposals to holders of options.
Financing of the Offer
It is expected that full acceptance of the Offer would require a cash payment
of approximately #8.6 million by Geodis UK, which would be funded out of loan
facilities available to Geodis.
Recommendation
The Board of United Carriers has considered carefully the prospects for United
Carriers as an independent entity and believes that the business could only
continue in the event of a substantial refinancing or by a sale of a
significant part of the business.
Accordingly, the Directors of United Carriers, who have been so advised by
Peel Hunt, consider the terms of the Offer to be fair and reasonable and in
the best interests of the United Carriers Shareholders as a whole. In
providing advice to the Directors of United Carriers, Peel Hunt has taken into
account the commercial assessments of the Directors of United Carriers. The
Directors of United Carriers recommend all United Carriers Shareholders to
accept the Offer as they have irrevocably undertaken to do in respect of their
beneficial holdings amounting, in aggregate to 39,440 United Carriers Ordinary
Shares, representing approximately 0.1 per cent. of the issued share capital
of United Carriers.
Further details of the Offer
The formal Offer Document, setting out the details of the Offer, and the Form
of Acceptance will be despatched as soon as practicable.
The Offer will be on the terms and will be subject to the conditions which are
set out in Appendix I hereto, together with such further terms as may be
required to comply with the rules and regulations of the London Stock Exchange
and the provisions of the City Code. Neither Geodis, nor any person acting in
concert with Geodis, nor so far as Geodis is aware any associate of Geodis,
owns or controls any United Carriers Ordinary Shares or has any option to
purchase any United Carriers Ordinary Shares.
This announcement and the Offer are not for release, publication or
distribution in or into the United States, Canada, Australia or Japan.
The availability of the Offer to persons not resident in the United Kingdom
may be affected by the laws of the relevant jurisdiction in which they are
resident. Persons who are not resident in the United Kingdom should inform
themselves about, and observe, any applicable legal or regulatory
requirements.
Compulsory acquisition and De-Listing
If Geodis acquires or contracts to acquire, pursuant to the Offer or
otherwise, at least 90 per cent. in nominal value of the United Carriers
Ordinary Shares to which the Offer relates, Geodis UK intends to acquire the
remaining United Carriers Ordinary Shares on the same terms as the Offer
pursuant to sections 428 to 430F inclusive of the Act and to apply for a
cancellation of the listing of United Carriers Ordinary Shares on the London
Stock Exchange.
Responsibility
The Directors on the executive committee of Geodis and the Directors of Geodis
UK, whose names are set out below in paragraphs (a) and (b) respectively,
accept responsibility for the information contained in this announcement,
other than that relating to the United Carriers Group, the Directors of United
Carriers and members of their immediate families. To the best of the
knowledge and belief of the Directors on the executive committee of Geodis and
the Directors of Geodis UK (who have taken all reasonable care to ensure that
such is the case), the information contained herein for which they accept
responsibility is in accordance with the facts and does not omit anything
likely to affect the import of such information.
The Directors of United Carriers whose names are set out below in paragraph
(c), accept responsibility for the information contained in this announcement
relating to the United Carriers Group, the recommendation of the Offer and the
Directors of United Carriers and members of their immediate families. To the
best of the knowledge and belief of the Directors of United Carriers (who have
taken all reasonable care to ensure that such is the case), the information
contained herein for which they accept responsibility is in accordance with
the facts and does not omit anything likely to affect the import of such
information.
(a) The Directors on the executive committee of Geodis are:
Alain Poinssot Chairman-CEO
Gerard Levy Executive Vice-President and Chief Financial
Officer
Charles-Henry Broussaud Executive Vice-President/Head of Groupage
division
Richard Ange Company Secretary
Jean Elisseche Head of Development and Group Synergies
Pierre Brunet Head of Full Truck Load division
Eric Hemar Head of Logistics division
Jan Van der Hoek Head of Groupage - Europe
Patrick Martin-Neuville Head of Overseas division
Christian Mercier Chairman of Management Board of Extand
Francois Branche Head of Groupage - France
Charles Canetti Head of Information Systems
(b) The Directors of Geodis UK are:
Richard Ange Chairman
Jan Van der Hoek Managing Director
David Melunsky Finance Director and Company Secretary
Patrick Martin-Neuville Director
Pierre Brunet Director
Eric Hemar Director
(c) The Directors of United Carriers are:
Doug E Rogers Chairman
Russell H Hodgson Group Managing Director
William N Alexander Group Finance Director
Donald C Macpherson Non-Executive Director
Martyn T Smith Non-Executive Director
Appendix II contains definitions of certain terms used in this announcement.
This announcement does not constitute an offer or invitation to acquire
securities.
Enquiries:
Geodis
Jan Van der Hoek
Gerard Levy
Telephone:00 33 1 53 06 12 00
United Carriers
Doug Rogers
Russell Hodgson
Telephone:0836 512 724
0411 492 884
SG Hambros Corporate Finance Advisory
Vincent Thompson
Sylvain Gaudillat
Telephone:0171 676 6000
Peel, Hunt & Company Limited
Capel Irwin
Telephone:0171 418 8900
Hudson Sandler Ltd
Michael Sandler
Telephone:0171 796 4133
The Offer will not be made, directly or indirectly, in or into or by use of
the mails or any means or instrumentality (including, without limitation,
facsimile transmission, telephonically or electronically) of interstate or
foreign commerce of, or any facility of a national securities exchange of, the
United States, Canada, Australia, or Japan and the Offer is not capable of
acceptance by any such use, means, instrumentality or facility or from within
the United States, Canada, Australia or Japan. Accordingly, copies of this
announcement are not being and must not be mailed or otherwise distributed or
sent in or into the United States, Canada, Australia or Japan.
SG Hambros Corporate Finance Advisory, a division of Societe Generale, is
acting exclusively for Geodis and Geodis UK and no one else in connection with
the Offer and will not be responsible to anyone other than Geodis and Geodis
UK for providing the protections afforded to customers of SG Hambros nor for
giving advice in relation to the Offer. Societe Generale is regulated by The
Securities and Futures Authority Limited for the conduct of investment
business in the UK.
Peel, Hunt & Company Limited, which is regulated by The Securities and Futures
Authority Limited, is acting exclusively for United Carriers and no-one else
in connection with the Offer and will not be responsible to anyone other than
United Carriers for providing the protections afforded to customers of Peel
Hunt, nor for providing advice in relation to the Offer.
MORE TO FOLLOW
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