18 June 2012 RECOMMENDED CASH OFFER for AUTOLOGIC HOLDINGS PLC by STOBART HOLDINGS LIMITED (a wholly owned subsidiary of Stobart Group Limited) TO BE EFFECTED BY WAY OF A SCHEME OF ARRANGEMENT UNDER PART 26 OF THE COMPANIES ACT 2006 Summary Stobart Group Limited ("Stobart") and Autologic Holdings plc ("Autologic") are pleased to announce that they have reached agreement on the terms of a recommended cash offer pursuant to which Stobart Holdings Limited ( Stobart Holdings ), a wholly owned subsidiary of Stobart, will acquire the entire issued and to be issued ordinary share capital of Autologic. It is intended that the Offer will be effected by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. Unless otherwise defined, all capitalised terms shall have the meaning ascribed to them in Appendix IV of this announcement. Under the terms of the Offer, Scheme Shareholders will be entitled to receive 20 pence in cash for each Autologic Share held, representing a premium of approximately: - 73.9 per cent. to the Closing Price of 11.5 pence per Autologic Share on 23 May 2012 (being the last Business Day prior to the commencement of the Offer Period); and - 56.8 per cent. to the average Closing Price of 12.8 pence per Autologic Share for the three month period up to and including 23 May 2012 (being the last Business Day prior to the commencement of the Offer Period); and - 18.0 per cent. to the average Closing Price of 16.9 pence per Autologic Share for the twelve month period up to and including 23 May 2012 (being the last Business Day prior to the commencement of the Offer Period). - The Offer values the entire issued and to be issued ordinary share capital of Autologic at approximately 12.4 million. The Offer price of 20 pence per Autologic Share is final and will not be increased. Stobart reserves its right to increase the Offer if a third party announces a possible offer or offer for Autologic. The Acquisition will be funded using Stobart s existing cash resources. It is intended that the Acquisition will be effected by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006. The Scheme will require the approval of Scheme Shareholders and the sanction of the Court. Upon the Scheme becoming effective, it will be binding on all Scheme Shareholders, irrespective of whether they attend or vote at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour). Stobart reserves the right, with the consent of the Panel, to effect the Acquisition by way of a Takeover Offer under certain circumstances.
The Autologic Directors, who have been so advised by Kinmont (as Autologic's financial adviser), consider the terms of the Offer to be fair and reasonable. In providing advice to the Autologic Directors, Kinmont have taken into account the commercial assessments of the Autologic Directors. Accordingly, the Autologic Directors have agreed to recommend unanimously that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting. Stobart has received irrevocable undertakings from Artemis Investment Management LLP and Schroder Investment Management Limited and an undertaking from Invesco Asset Management Limited to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, in respect of a total of 31,718,005 Autologic Shares, representing approximately 51.0 per cent of the ordinary share capital of Autologic in issue on 15 June 2012 (being the latest practicable date prior to this announcement). Stobart has obtained a letter of intent from Henderson Global Investors Limited to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, in respect of an aggregate total of 6,434,950 Autologic Shares representing, in aggregate, approximately 10.3 per cent. of the ordinary share capital of Autologic in issue on 15 June 2012 (being the latest practicable date prior to this announcement). In aggregate, therefore, irrevocable undertakings, undertakings and letters of intent to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting have been received in respect of a total of 38,152,955 Autologic Shares, representing approximately 61.3 per cent. of the ordinary share capital of Autologic. Further details of these irrevocable undertakings, undertakings and letters of intent are set out in Appendix III to this announcement. The Stobart Directors believe that, in order to maximise its future potential, Autologic would benefit from being part of the Stobart Group. In particular, the Stobart Directors believe that Autologic would benefit from Stobart s buying power in relation to new vehicles, maintenance, tyre and parts supplies and insurance. In addition, the Stobart Directors believe that there are opportunities for Autologic to expand further into the European market, where the Stobart Group has a growing presence. The Stobart Directors also believe that there are a number of strategic opportunities that would arise following the Acquisition. The car transportation sector suffers from significant levels of one-way traffic flow of cars from the main ports to dealerships, with resultant empty running on the return leg. The Stobart Directors believe that the ability of Autologic to use the Stobart Rail infrastructure would reduce the level of empty running and derive key operating and environmental benefits as a result. In addition, Autologic should be able to benefit from the Stobart Group s significant storage sites both in terms of car storage and also overnight truck parking. The Stobart Directors believe that Autologic is a compelling strategic fit with Stobart and enables Stobart and its brand to enter the car transportation and vehicle services markets with immediate critical mass. The Acquisition will be subject, inter alia, to the satisfaction or waiver of the Conditions set out in Appendix I to this announcement. Further details of the Scheme will be set out in the Scheme Document which will be sent out to Autologic Shareholders as soon as is reasonably practicable and in any event within 28 days of this announcement. Commenting on the Offer, Avril Palmer-Baunack, Chief Executive of Autologic, said: The combination of Stobart and Autologic will further strengthen Autologic s market-leading position in the automotive marketplace. It will enable us to provide new, flexible and innovative solutions to our
customer base, whilst also giving us the opportunity to improve competitiveness as a result of being part of a bigger business. Commenting on the Offer, Andrew Tinkler, CEO of Stobart, said: "Autologic is an excellent fit with our group strategy to expand into complementary service offerings and it will facilitate our entry into the auto-logistics market in a leading position. We expect to be able to drive substantial synergies and efficiencies from improved fleet utilisation, vehicle buying and maintenance, which will benefit our customers and drive value for our shareholders. We also see opportunities to expand Autologic s presence in Europe where we have a growing presence." Cenkos is acting as sole financial adviser and broker to Stobart. Kinmont is acting as sole financial adviser to Autologic. Canaccord is acting as nominated adviser and broker to Autologic. Enquiries: Stobart Group Limited and Stobart Holdings Limited Andrew Tinkler, Chief Executive Officer Tel: +44 (0) 192 560 5400 Ben Whawell, Chief Financial Officer Cenkos Securities plc (Financial Adviser and Broker to Stobart) Stephen Keys Tel: +44 (0) 207 397 8926 Adrian Hargrave Autologic Holdings plc Avril Palmer-Baunack, Chief Executive Officer Tel: +44 (0) 160 466 4458 Andrew Somerville, Group Finance Director Kinmont (Financial Adviser to Autologic) James Local Tel: +44 207 087 9100 Canaccord Genuity Limited (Nominated Adviser and Broker to Autologic) Bruce Garrow Tel: +44 207 7523 8000 Ross Allister i-nfluence Tel: +44 20 7287 9610 Stuart Dyble/James Andrew Square1 Consulting (Public Relations Adviser to Stobart) David Bick/Mark Longson Tel: +44 20 7929 5599 Biddicks Financial Public Relations (Public Relations Adviser to Autologic) Katie Tzouliadis Tel: +44 (0) 203 178 6378
This summary should be read in conjunction with the full text of this announcement. The Offer will be subject to the Conditions and further terms set out in Appendix I to this announcement and to the full terms and conditions to be set out in the Scheme Document. Appendix II to this announcement contains further details of the sources of information and bases of calculations set out in this announcement, Appendix III contains a summary of the irrevocable undertakings, undertakings and letters of intent currently received and Appendix IV contains definitions of certain expressions used in this summary and in this announcement. In relation to the Offer, Cenkos, which is authorised and regulated by the Financial Services Authority, is acting exclusively for Stobart and for no-one else and will not be responsible to any person other than Stobart for providing the protections afforded to clients of Cenkos, nor for providing advice in relation to the potential offer or any other matters referred to herein. Kinmont, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Autologic and for no-one else in connection with the potential offer and will not be responsible to any person other than Autologic for providing the protections afforded to clients of Kinmont, nor for providing advice in relation to the potential offer or any other matters referred to herein. Canaccord, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Autologic and for no-one else in connection with the potential offer and will not be responsible to any person other than Autologic for providing the protections afforded to clients of Canaccord, nor for providing advice in relation to the potential offer or any other matters referred to herein. You may request a hard copy of this announcement by contacting David Harris, Group Financial Controller, Autologic Holdings plc, Boundary Way, Lufton, Yeovil, Somerset, BA22 8HZ or by telephoning 01604 664400 (for UK callers) and +44 1604 664400 (for overseas callers). You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form. This announcement is for information purposes only and is not intended to and does not constitute or form part of an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. The Offer will be made solely by means of the Scheme Document and the accompanying Forms of Proxy, which will together contain the full terms and conditions of the Offer, including details of how to vote in respect of the Offer. Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document. This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom. Autologic will prepare the Scheme Document to be distributed to Scheme Shareholders. Autologic and Stobart urge Scheme Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Offer. Overseas Shareholders The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.
Unless otherwise determined by Stobart or required by the City Code, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. The availability of the Offer to Scheme Shareholders 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. Forward-looking Statements This announcement contains statements about Stobart and Autologic that are or may be forwardlooking statements. All statements other than statements of historical facts included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects", "should" or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenue, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Stobart's or Autologic's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Stobart's or Autologic's business. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. These forwardlooking statements are not guarantees of future financial performance. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements, and readers are therefore cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. These factors include, but are not limited to, regulatory approvals that may require acceptance of conditions with potential adverse impacts; risk involving Stobart's ability to realise expected benefits associated with the Offer; the impact of legal or other proceedings; continued growth in the market for Stobart s and Autologic s services and general economic conditions. Furthermore, a review of the reasons why actual results and developments may differ materially from the expectations disclosed or implied within forward-looking statements can be found by referring to the information contained under the heading "Risk Management" in Stobart's Annual Report for the year ended 29 February 2012 which can be found on Stobart's website (www.stobartgroup.co.uk) and by referring to the information contained under the heading "Principal Risks and Uncertainties" in Autologic's Annual Report for the year ended 31 December 2011 which can be found on Autologic's website (www.autologic.co.uk/annual-reports/2011.pdf). Stobart and Autologic expressly disclaim any obligation to update any forward-looking or other statements contained herein, except as required by applicable law. Disclosure Requirements of the City Code
Under Rule 8.3(a) of the City Code, any person who is interested in 1 per cent or more of any class of relevant securities of an offeree company or of any paper offeror (being any 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) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details 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 paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must 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 paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure. Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1 per cent or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. 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 paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom 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 of the relevant dealing. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at http://www.thetakeoverpanel.org.uk/, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129. Information relating to Autologic Shareholders Please be aware that addresses, electronic addresses and certain information provided by Autologic Shareholders, persons with information rights and other relevant persons for the receipt of communications from Autologic may be provided to Stobart during the Offer Period as requested under Section 4 of Appendix 4 of the City Code to comply with Rule 2.12(c). Publication on Website A copy of this announcement will be made available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on www.stobartgroup.co.uk and www.autologic.co.uk by no later than noon (London time) on the day following this announcement. Rule 2.10 Requirement
In accordance with Rule 2.10 of the City Code, Autologic announces that it has in issue 62,238,953 ordinary shares of 0.1 pence each. These shares are traded on the AIM market of the London Stock Exchange. The International Securities Identification Number ("ISIN") of the ordinary shares is GB0002192374.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 18 June 2012 RECOMMENDED CASH OFFER for AUTOLOGIC HOLDINGS PLC by STOBART HOLDINGS LIMITED (a wholly owned subsidiary of Stobart Group Limited) TO BE EFFECTED BY WAY OF A SCHEME OF ARRANGEMENT UNDER PART 26 OF THE COMPANIES ACT 2006 1. Introduction Stobart Group Limited ("Stobart") and Autologic Holdings plc ("Autologic") are pleased to announce that they have reached agreement on the terms of a recommended cash offer pursuant to which Stobart Holdings Limited ( Stobart Holdings ), a wholly owned subsidiary of Stobart, will acquire the entire issued and to be issued ordinary share capital of Autologic. It is intended that the Offer will be effected by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. 2. The Offer Under the terms of the Offer, which will be subject to the applicable Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document, Scheme Shareholders will be entitled to receive: 20 pence in cash for each Autologic Share ( Offer Price ) The Offer values the entire existing issued ordinary share capital of Autologic at approximately 12.4 million and represents a premium of approximately: - 73.9 per cent. to the Closing Price of 11.5 pence per Autologic Share on 23 May 2012 (being the last Business Day prior to the commencement of the Offer Period); - 56.8 per cent. to the average Closing Price of 12.8 pence per Autologic Share for the three month period up to and including 23 May 2012 (being the last Business Day prior to the commencement of the Offer Period); and - 18.0 per cent. to the average Closing Price of 16.9 pence per Autologic Share for the twelve month period up to and including 23 May 2012 (being the last Business Day prior to the commencement of the Offer Period). The Offer Price is final and will not be increased. Stobart reserves its right to increase the Offer if a third party announces a possible offer or offer for Autologic.
The Offer Price is offered on the basis that Autologic Shareholders will not receive any further dividends. If a dividend on Autologic Shares is declared or is otherwise payable before the Acquisition is completed the Offer Price shall be reduced by the amount of that dividend. 3. Background to and reasons for the Offer Stobart is confident in the overall prospects for Autologic s operating business but believes that, in order to maximise its future potential, Autologic would benefit from being part of the Stobart Group. In particular, the Stobart Directors believe that Autologic would benefit from Stobart s buying power in relation to new vehicles, maintenance, tyre and parts supplies and insurance. In addition, the Stobart Directors believe that there are opportunities for Autologic to expand further into the European market, where the Stobart Group has a growing presence. The Stobart Directors also believe that there are a number of strategic opportunities that would arise following the Acquisition. The car transportation sector suffers from significant levels of one-way traffic flow of cars from the main ports to dealerships, with resultant empty running on the return leg. The Stobart Directors believe that the ability of Autologic to use the Stobart Rail infrastructure would reduce the level of empty running and derive key operating and environmental benefits as a result. In addition, Autologic should be able to benefit from the Stobart Group s significant storage sites both in terms of car storage and also overnight truck parking. In summary, the Stobart Directors believe that Autologic is a compelling strategic fit with Stobart and enables Stobart and its brand to enter the car transportation market with immediate critical mass. 4. Recommendation The Autologic Directors, who have been so advised by Kinmont as sole financial adviser to Autologic, consider the terms of the Offer to be fair and reasonable. In providing advice to the Autologic Directors, Kinmont has taken into account the commercial assessments of the Autologic Directors. Accordingly, the Autologic Directors have agreed to recommend unanimously that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting. 5. Irrevocable undertakings, undertakings and letters of intent Stobart has received irrevocable undertakings from Artemis Investment Management LLP and Schroder Investment Management Limited, an undertaking from Invesco Asset Management Limited and a letter of intent from Henderson Global Investors Limited to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, in respect of a total of 38,152,955 Autologic Shares, representing approximately 61.3 per cent. of the ordinary share capital of Autologic in issue on 15 June 2012 (being the latest practicable date prior to this announcement). Further details of these irrevocable undertakings, undertakings and letters of intent (including the circumstances in which they will fall away) are set out in Appendix III to this announcement. 6. Background to and reasons for the recommendation In the twelve months from 24 May 2011 to 23 May 2012 Autologic saw a share price decline of approximately 47.7 per cent. Management has been faced with the difficulties of being a small company in transport and motor industry terms and raising capital to grow against a background of a weak share price and limited investor interest in supporting equity issues.
On 23 May 2012 Autologic received a formal approach from Stobart and the Autologic Directors determined that it was right in principle to consider a sale of Autologic and to consult shareholders on the approach. The Autologic Directors received feedback from its major shareholders that a sale of Autologic was in the circumstances a sensible course to pursue. On 14 June 2012, Stobart confirmed at a meeting of the Stobart Directors, subject to certain diligence being completed, a cash offer of 20 pence per Autologic Share. In the circumstances the Directors determined that the sale of Autologic was the appropriate course of action. The Autologic Directors, who have been so advised by Kinmont, consider the terms of the Offer to be fair and reasonable. In providing their advice, Kinmont have taken into account the commercial assessment of the Autologic Directors. Accordingly, the Autologic Directors will unanimously recommend to Autologic Shareholders to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting. 7. Information on Stobart and Stobart Holdings Stobart is quoted on the Premium Listing of the Official List and is admitted to trading on the Main Market of the London Stock Exchange. Employing around 5,600 people at more than 50 sites across the UK, the Stobart Group is a FTSE 250 listed company and one of the country s best known brands. The Stobart Group is a UK leader in the multimodal logistics, warehousing and biomass fuel sectors, as well as operating in the property development, port, airport and civil engineering sectors. Stobart Air is operator of both the London Southend and Carlisle Lake District Airports whilst Stobart Biomass reflects the Stobart Group s emphasis on sustainability, supplying environmentally responsible fuels for low carbon electricity generation. At the heart of the Group s offering is Stobart Transport and Distribution which operates Eddie Stobart, the iconic name on approximately 5,400 vehicles and trailers. Alongside an existing holding of around 6m sq.ft of premium quality warehousing within this division, the last year has seen a further 275,000 sq.ft warehouse added to the business at Magna Park, allowing for growth of existing customer demands. The comprehensive multimodal service package is completed by the Stobart Group s highly successful rail freight services. Stobart Estates forms the holding company for the Stobart Group s large property portfolio. Property assets are made up of a combination of sites utilised by the business, plus commercial holdings that comprise a broad spectrum of sites ranging from premium quality offices in central London through retail parks to light industrial and warehousing locations. Stobart Infrastructure & Civil Engineering delivers a comprehensive package of services centred on maintenance and improvement of the United Kingdom rail network and the construction of high quality industrial, commercial and transport facilities. It supplies services both for the Stobart Group itself and for some of the UK s leading businesses. Although Stobart Transport & Distribution still represents over 90 per cent. of the business s turnover, the Group has diversified in recent years through the acquisition of, inter alia, further transport businesses, airports, a Biomass fuel supply business and other property-related investments. These new areas of activity will form increasingly important profit and revenue streams for the Stobart Group in years to come. 8. Information on Autologic
Following a management buyout in 1996, Autologic was floated on the London Stock Exchange in 1997. It has since become one of the largest finished vehicle services and logistics companies in the UK and Europe, achieving around two million vehicle movements per annum through approximately 30 operating centres in the UK, Belgium, the Netherlands and the Czech Republic. Autologic delivers a diverse range of high quality, automotive services to car manufacturers, importers, rental operations, contract hire companies and dealers. With an integrated network of management, storage and preparation, distribution and technical facilities, plus the largest purpose-built fleet of transporters in the UK, Autologic is well-equipped to deliver bespoke solutions to customers whatever their requirement. It specialises in new vehicle preparation, technical enhancement, handling, storage and distribution, through to commercial vehicle enhancement, used vehicle refurbishment and a range of other specialist services. For the year ended 31 December 2011, Autologic had revenues of approximately 144.7 million and profits before tax from continuing operations, before exceptional items, of 2.1 million. The Autologic Directors are satisfied with trading so far this year. 9. Management, employees and locations Stobart attaches great importance to the skills, experience and industry knowledge of the existing management and employees of Autologic, whom Stobart would anticipate playing an important role in the on-going development of the business. Following the completion of the Offer, a full strategic review of all operations and business centres will commence to identify synergy and efficiency opportunities, which is expected to be concluded within 90 days of Acquisition. This review may or may not result in headcount reduction from overlapping business areas. Stobart has advised the Autologic Directors that it has no intention of changing the location of Autologic's operational places of business or of redeploying the fixed assets of the Autologic Group before completion of the review. Stobart plans to work with the Autologic management team to develop and integrate the Autologic business within the existing Stobart Group. The Autologic Directors and the Stobart Directors both believe that there will be opportunities for Autologic employees to develop their careers within the broader framework of the Stobart Group. Stobart has given assurances to Autologic that the existing statutory employment rights of management and employees of Autologic will be fully safeguarded. Autologic s management team have presented to the board of Stobart on the strengths of the business and the staff and will continue to press the case for investment in the business and its staff upon completion of the takeover. 10. Autologic Share Plan Stobart and Autologic have agreed with the holders of options over shares in Autologic pursuant to the Autologic Share Plan that on the Effective Date such options shall immediately lapse. 11. Financing The cash consideration payable under the Offer will be funded entirely by Stobart from its own resources. Cenkos, financial adviser to Stobart, is satisfied that sufficient resources are available to satisfy in full the cash consideration payable to Scheme Shareholders under the terms of the Offer. 12. Offer related arrangements Confidentiality agreement Stobart and Autologic entered into a confidentiality agreement dated 11 May 2012 (the "Confidentiality Agreement") pursuant to which each of Stobart and Autologic have agreed to keep confidential information about the other party and not to disclose it to third parties (other than
permitted recipients) unless required by law or regulation. These confidentiality obligations will remain in force until completion of the Offer, or for a period of 2 years from the date of the Confidentiality Agreement. In accordance with Rule 16.2 (a) of the City Code, Stobart and Autologic confirm that there are no incentivisation arrangements proposed. 13. Opening Position Disclosures and interests Stobart confirms that it has made an Opening Position Disclosure, which discloses the details required to be disclosed by it under Rule 8.1(a) of the City Code. 14. Structure of the Offer It is intended that the Offer will be effected by means of a Scheme between Autologic and Scheme Shareholders under Part 26 of the Companies Act. However, as described in more detail in paragraph 17 and Appendix I, Stobart reserves the right to elect to implement the Acquisition, with the consent of the Panel, by way of a Takeover Offer. The purpose of the Scheme is to provide for Stobart Holdings to become the holder of the entire issued and to be issued ordinary share capital of Autologic. This is to be achieved by the cancellation of the ordinary shares and the application of the reserve arising from such cancellation in paying up in full a number of New Autologic Shares (which is equal to the number of ordinary shares cancelled), and issuing the same to Stobart Holdings, in consideration for which the Scheme Shareholders will receive cash consideration on the basis set out in paragraph 2 of this announcement. To become effective, the Scheme must be approved by a majority in number of those Scheme Shareholders entitled to vote and present and voting at the Court Meeting (either in person or by proxy) representing at least 75 per cent. in value of the Autologic Shares voted, together with the approval of the Court and the passing at the General Meeting of a special resolution necessary to implement the Scheme and approve the related Reduction of Capital. The Scheme is also subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document. Once the necessary approvals from Scheme Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be approved by the Court. The Scheme will then become effective upon delivery of the Court Order(s) to the Registrar of Companies. Subject to satisfaction of the Conditions, the Scheme is expected to become effective in August 2012. Upon the Scheme becoming effective in accordance with its terms, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and, if they attended and voted, whether or not they voted in favour). The New Autologic Shares to be issued to Stobart Holdings pursuant to the Scheme will be issued fully paid and free from all liens, charges, equities, encumbrances, rights of pre-emption and any other interests of any nature whatsoever and together with all rights attaining thereto, including voting rights and the rights to receive and retain in full all dividends and other distributions declared, made or paid in or after the date of their issue. The Offer will lapse if: - the Court Meeting and the General Meeting are not held by the 22 nd day after the expected date of such meetings to be set out in the Scheme Document in due course (or such later date as may be agreed between Stobart and Autologic); or
- the Scheme does not become effective by 18 October 2012 (or such later date as may be agreed between Stobart and Autologic), provided however that the deadlines for the timing of the Court Meeting, the General Meeting and the effectiveness of the Scheme as set out above may be waived by Stobart. Upon the Scheme becoming effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting. Further details of the Scheme, including an indicative timetable for its implementation, will be set out in the Scheme Document, which is expected to be despatched to Scheme Shareholders as soon as reasonably practicable. 15. Regulatory issues The Offer will be subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document. 16. Cancellation of trading on AIM and re-registration Prior to the Scheme becoming effective, Autologic will make an application for the cancellation of trading of Scheme Shares on AIM to take effect from or shortly after the Effective Date. The last day of dealings in Autologic Shares on AIM is expected to be the Business Day immediately prior to the Effective Date and no transfers will be registered after 6.00 p.m. (London time) on that date. On the Effective Date, share certificates in respect of Autologic Shares will cease to be valid and entitlements to Autologic Shares held within the CREST system will be cancelled. It is also proposed that, on or shortly after the Effective Date, Autologic will be re-registered as a private limited company. 17. General Stobart reserves the right to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In such event, the Acquisition will be implemented on substantially the same terms as those which would apply to the Scheme (subject to appropriate amendments, including an acceptance condition set at 90 per cent. of the shares to which such offer relates or such lesser percentage, being more than 50 per cent., as Stobart may decide). The Offer will be made subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document. The bases and sources of certain financial information contained in this announcement are set out in Appendix II to this announcement. A summary of the irrevocable undertakings, undertakings and letters of intent is contained in Appendix III to this announcement. Certain terms used in this announcement are defined in Appendix IV to this announcement. Cenkos has given and has not withdrawn its written consent to the issue of this announcement with the inclusion herein of the references to its name in the form and context in which it appears. Kinmont has given and has not withdrawn its written consent to the issue of this announcement with the inclusion herein of the references to its name in the form and context in which it appears. Canaccord has given and has not withdrawn its written consent to the issue of this announcement with the inclusion herein of the references to its name in the form and context in which it appears. 18. Documents on display
Copies of the following documents will be made available on Autologic's website at www.autologic.co.uk and Stobart's website at www.stobartgroup.co.uk until the end of the Offer: - the irrevocable undertakings, the undertaking and the letter of intent referred to in paragraph 5 above and summarised in Appendix III to this announcement; and - the Confidentiality Agreement. Enquiries: Stobart Group Limited and Stobart Holdings Limited Andrew Tinkler, Chief Executive Officer Tel: +44 (0) 192 560 5400 Ben Whawell, Chief Financial Officer Cenkos Securities plc (Financial Adviser and Broker to Stobart) Stephen Keys Tel: +44 (0) 207 397 8926 Adrian Hargrave Autologic Holdings plc Avril Palmer-Baunack, Chief Executive Officer Tel: +44 (0) 160 466 4458 Andrew Somerville, Group Finance Director Kinmont (Financial Adviser to Autologic) James Local Tel: +44 207 087 9100 Canaccord Genuity Limited (Nominated Adviser and Broker to Autologic) Bruce Garrow Tel: +44 207 7523 8000 Ross Allister i-nfluence Tel: +44 20 7287 9610 Stuart Dyble/James Andrew Square1 Consulting (Public Relations Adviser to Stobart) David Bick/Mark Longson Tel: +44 20 7929 5599 Biddicks Financial Public Relations (Public Relations Adviser to Autologic) Katie Tzouliadis Tel: +44 (0) 203 178 6378 The Offer will be subject to the Conditions and further terms set out in Appendix I to this announcement and to the full terms and conditions to be set out in the Scheme Document. Appendix II to this announcement contains further details of the sources of information and bases of calculations set out in this announcement, Appendix III contains a summary of the irrevocable undertakings, undertakings and letters of intent currently received and Appendix IV contains definitions of certain expressions used in this summary and in this announcement. In relation to the Offer, Cenkos, which is authorised and regulated by the Financial Services Authority, is acting exclusively for Stobart and for no-one else and will not be responsible to any person other than Stobart for providing the protections afforded to clients of Cenkos, nor for providing advice in relation to the potential offer or any other matters referred to herein.
Kinmont, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Autologic and for no-one else in connection with the potential offer and will not be responsible to any person other than Autologic for providing the protections afforded to clients of Kinmont, nor for providing advice in relation to the potential offer or any other matters referred to herein. Canaccord, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Autologic and for no-one else in connection with the potential offer and will not be responsible to any person other than Autologic for providing the protections afforded to clients of Canaccord, nor for providing advice in relation to the potential offer or any other matters referred to herein. You may request a hard copy of this announcement by contacting David Harris, Group Financial Controller, Autologic Holdings plc, Boundary Way, Lufton, Yeovil, Somerset, BA22 8HZ or by telephoning 01604 664400 (for UK callers) and +44 1604 664400 (for overseas callers). You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form. This announcement is for information purposes only and is not intended to and does not constitute or form part of an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities or the solicitation of any cote or approval in any jurisdiction, pursuant to the Offer or otherwise. The Offer will be made solely by means of the Scheme Document and the accompanying Forms of Proxy, which will together contain the full terms and conditions of the Offer, including details of how to vote in respect of the Offer. Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document. This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom. Autologic will prepare the Scheme Document to be distributed to Scheme Shareholders. Autologic and Stobart urge Scheme Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Offer. Overseas Shareholders The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. Unless otherwise determined by Stobart or required by the City Code, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. The availability of the Offer to Scheme Shareholders 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. Forward-looking Statements This announcement contains statements about Stobart and Autologic that are or may be forwardlooking statements. All statements other than statements of historical facts included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects", "should" or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenue, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Stobart's or Autologic's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Stobart's or Autologic's business. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. These forwardlooking statements are not guarantees of future financial performance There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements, and readers are therefore cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. These factors include, but are not limited to, regulatory approvals that may require acceptance of conditions with potential adverse impacts; risk involving Stobart's ability to realise expected benefits associated with the Offer; the impact of legal or other proceedings; continued growth in the market for Stobart s and Autologic s services and general economic conditions. Furthermore, a review of the reasons why actual results and developments may differ materially from the expectations disclosed or implied within forward-looking statements can be found by referring to the information contained under the heading "Risk Management" in Stobart's Annual Report for the year ended 29 February 2012 which can be found on Stobart's website (www.stobartgroup.co.uk) and by referring to the information contained under the heading "Principal Risks and Uncertainties" in Autologic's Annual Report for the year ended 31 December 2011 which can be found on Autologic's website (www.autologic.co.uk/annual-reports/2011.pdf). Stobart and Autologic expressly disclaim any obligation to update any forward-looking or other statements contained herein, except as required by applicable law. Disclosure Requirements of the City Code Under Rule 8.3(a) of the City Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any 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) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details 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 paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must 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 paper offeror is first identified. Relevant