REG - EP Corporate Group Vesa Equity Inv. International Distri - Acceptance Level Update

International Distribution ServicesAnnouncement

24/04/2025 07:02

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RNS Number : 9463F  EP Corporate Group, a. s.  24 April 2025

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

 

FOR IMMEDIATE RELEASE

24 April 2025

 

 

RECOMMENDED CASH OFFER

for

International Distribution Services plc

by

EP UK Bidco Limited

(a newly formed company owned indirectly by (i) EP Group, a.s., formerly known
as EP Corporate Group, a.s. ("EP") and (ii) J&T Capital Partners, a.s.
("J&T"))

 

UPDATE ON ACCEPTANCE LEVELS AND DEADLINES FOR ACCEPTANCE

 

 

On 29 May 2024, the boards of directors of each of EP UK Bidco Limited
("Bidco") and International Distribution Services plc ("IDS") announced that
they had reached agreement on the terms of a recommended cash offer pursuant
to which Bidco, a newly formed company owned indirectly by EP and J&T,
would offer to acquire the entire issued and to be issued share capital of
IDS, other than the IDS Shares owned or controlled by VESA Equity Investment
S.à r.l. (the "Offer"). The offer document in relation to the Offer was
published and made available to IDS Shareholders and to persons with
information rights and participants in the IDS Share Plans on 26 June 2024
(the "Offer Document"), together with (for those IDS Shareholders who hold
their IDS Shares in certificated form) the related Form of Acceptance.

 

Terms used but not defined in this announcement have the same meaning given to
them in the Offer Document. This announcement should be read in conjunction
with the full text of the Offer Document. All references to times in this
announcement are to London times, unless otherwise stated. A copy of the Offer
Document is available on IDS' website at
www.internationaldistributionservices.com
(http://www.internationaldistributionservices.com) .

 

As set out below, the Offer remains subject to the Acceptance Condition. The
Offer will become Unconditional if valid acceptances are received by no later
than 1.00 p.m. on 30 April 2025 (the "Unconditional Date") in respect of IDS
Shares representing 75% of the voting rights of IDS (which shall include the
IDS Shares currently held by VESA Equity Investment S.à r.l.).

 

Level of acceptances

 

As is required pursuant to Rule 17 of the Takeover Code, Bidco announces that,
as at 3.00 p.m. on 23 April 2025 (being the last Business Day prior to the
date of this announcement), valid acceptances of the Offer had been received
in respect of a total of 130,664,820 IDS Shares, representing approximately
13.63% of IDS' issued share capital.

 

Bidco has been informed by Miloš Pařízek, a person acting in concert with
Bidco, that he has instructed his third-party broker through which his holding
of IDS Shares is held to accept the Offer in respect of his entire IDS
shareholding and has therefore taken all steps in his control to accept the
Offer, however, the Receiving Agent is unable to separately identify his
individual acceptance in the total acceptances received. Save as regards the
foregoing, so far as Bidco is aware, none of the other acceptances received
are from persons acting in concert with Bidco.

 

As described in paragraph 4 of Part A of Part 6 (Additional Information) of
the Offer Document, Bidco procured irrevocable undertakings to accept (or
procure the acceptance of, as applicable) the Offer from the IDS Directors who
hold IDS Shares, representing approximately 0.019% of IDS' issued share
capital, as at 3.00 p.m. on 23 April 2025. 1  These irrevocable undertakings
remained outstanding as at 3.00 p.m. on 23 April 2025. Bidco has been informed
by IDS that all IDS Directors who hold IDS Shares have instructed their
respective third party brokers or nominees through which their beneficial
holdings of IDS Shares are held to accept the Offer in respect of their entire
IDS shareholdings and have therefore taken all steps in their control to
accept the Offer, however, the Receiving Agent is unable to separately
identify these individual acceptances in the total acceptances received.

 

Interests in securities

 

As at 3.00 p.m. on 23 April 2025, Bidco and persons acting in concert with it
had the following interests in relevant IDS securities:

 

 Name                              Nature of interest      Number of IDS Shares  Percentage of IDS' issued share capital
 VESA Equity Investment S.à r.l.   Interest in securities  264,138,365           27.56
 Miloš Pařízek                     Interest in securities  500                   0.00

 

Save as disclosed in this announcement, as at the close of business on 23
April 2025, neither Bidco nor any person acting in concert with Bidco had:

 

·      any interest in, or right to subscribe for, or any short position
(whether conditional or absolute and whether in the money or otherwise) in,
including any short position made under a derivative in relation to, or is
party to any agreement to sell or has any delivery obligation or right to
require another person to purchase or take delivery of, any relevant IDS
securities;

 

·       any outstanding irrevocable commitment or letter of intent with
respect to any relevant IDS securities; or

 

·       borrowed or lent any relevant IDS securities, save for any
borrowed shares which have been either on-lent or sold.

 

Acceptance Condition

 

As at 3.00 p.m. on 23 April 2025, Bidco may count 394,803,185 IDS Shares,
representing approximately 41.19% of IDS' issued share capital, towards
satisfaction of the Acceptance Condition. This includes IDS Shares in respect
of which acceptances have been received as at 3.00 p.m. on 23 April 2025 and
the IDS Shares which are currently held by VESA Equity Investment S.à r.l.
which will be transferred to Bidco pursuant to the VESA SPA when a sufficient
number of valid acceptances in respect of the Offer has been received (and not
validly withdrawn) that would, when aggregated with the IDS Shares held by
VESA Equity Investment S.à r.l. (and any other IDS Shares acquired or
unconditionally agreed to be acquired by Bidco (either pursuant to the Offer
or otherwise)), result in the Acceptance Condition being satisfied, as
described in paragraph 11(e) of Part A of Part 6 (Additional Information) of
the Offer Document.

 

IDS Shareholders are reminded that, as set out in the Offer Document, the
Offer is subject to the satisfaction or waiver, as applicable, of a number of
Conditions (including, in particular, the Acceptance Condition) which, as at
the date of this announcement, remain outstanding. Subject to the satisfaction
or waiver, as applicable, of the outstanding Conditions, it is currently
expected that the Offer will become or will be declared Unconditional by 30
April 2025.

 

Unconditional Date

 

The Unconditional Date may be brought forward or extended in accordance with
the Takeover Code, as further described in paragraph 1 of Part C of Part 3
(Conditions to and further terms of the Acquisition) to the Offer Document. If
the Offer becomes or is declared Unconditional, Bidco will keep the Offer open
for acceptances for at least 14 days following the Unconditional Date (as
defined in the Offer Document).

 

Acceptance procedure and deadlines

 

IDS Shareholders who have not yet accepted the Offer are urged to do so as
soon as possible in accordance with the procedures set out in paragraph 17 of
Part 1 (Letter from EP UK Bidco Limited) of the Offer Document. By way of
summary:

 

·    to accept the Offer in respect of certificated IDS Shares, you must
complete and return the Form of Acceptance, together with your share
certificate(s) and/or other document(s) of title, as soon as possible and, in
any event, so as to be received by Equiniti Limited, Aspect House, Spencer
Road, Lancing, West Sussex BN99 6DA by no later than 1.00 p.m. on the
Unconditional Date, i.e., by 1.00 p.m. on 30 April 2025. It is recommended to
allow four Business Days for delivery within the UK;

·      acceptances in respect of uncertificated IDS Shares should be
made electronically through CREST so that the TTE instruction settles no later
than 1.00 p.m. on the Unconditional Date, i.e., by 1.00 p.m. on 30 April 2025.
CREST sponsored members should refer to their CREST sponsor, as only the CREST
sponsor will be able to send the necessary TTE instruction(s) to Euroclear;

·     acceptances in respect of IDS Shares held in the Nominee Share
Service should be made via an online instruction so that they are received by
the Nominee no later than 1.00 p.m. three Business Days prior to the
Unconditional Date, i.e., by 1.00 p.m. on 25 April 2025; and

·     acceptances in respect of IDS Shares held in the IDS SIP should be
made via an online instruction so that they are received by the SIP Trustee no
later than 1.00 p.m. three Business Days prior to the Unconditional Date,
i.e., by 1.00 p.m. on 25 April 2025.

General

 

The calculations in this announcement are based on 958,293,475 IDS Shares in
issue as at the close of business on 23 April 2025.

 

Enquiries:

 BNP Paribas (Financial Adviser to EP, J&T and Bidco)                          +44 20 7595 2000

 George Holst

 Kirshlen Moodley

 Guilhem Donnard
 Citi (Financial Adviser to EP, J&T and Bidco)                                 +44 20 7986 4000

 Barry Weir

 Ram Anand

 Christopher Wren
 J.P. Morgan Cazenove (Financial Adviser to EP, J&T and Bidco)                 +44 20 7742 4000

 Dwayne Lysaght

 Charles Oakes

 Siddharth Gupta
 FGS Global (PR Adviser to EP, J&T and Bidco)                                  +44 20 7251 3801

 Chris Ryall

 Alastair Elwen
 IDS

 Michael Snape, Chief Financial Officer
 IDS Investor Relations

 investorrelations@ids-plc.com
 IDS Media Relations

 Jenny Hall                                                                    +44 7776 993 036

 Greg Sage                                                                     +44 7483 421 374
 Barclays Bank PLC, acting through its Investment Bank (Financial Adviser and  +44 20 7623 2323
 Corporate Broker to IDS)

 Alisdair Gayne

 Nicola Tennent

 Aamir Khan

 Philipp Gillmann
 BofA Securities (Financial Adviser and Corporate Broker to IDS)               +44 20 7628 1000

 Ed Peel

 James Robertson

 Justin Anstee
 Goldman Sachs International (Financial Adviser to IDS)                        +44 20 7774 1000

 Mark Sorrell

 Owain Evans
 Headland Consultancy (PR Adviser to IDS)                                      +44 20 3805 4822

 Susanna Voyle

 Matt Denham

 Chloe Francklin

Further information

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is
authorised by the Prudential Regulation Authority and regulated in the United
Kingdom by the Financial Conduct Authority and the Prudential Regulation
Authority, is acting exclusively for IDS and no one else in connection with
the subject matter of this announcement and will not be responsible to anyone
other than IDS for providing the protections afforded to clients of Barclays
nor for providing advice in relation to the subject matter of this
announcement. In accordance with the Takeover Code, normal United Kingdom
market practice and Rule 14e-5(b) of the U.S. Exchange Act, Barclays and its
affiliates will continue to act as exempt principal traders in IDS securities
on the London Stock Exchange. These purchases and activities by exempt
principal traders which are required to be made public in the United Kingdom
pursuant to the Takeover Code will be reported to a Regulatory Information
Service and will be available on the London Stock Exchange website at
www.londonstockexchange.com. This information will also be publicly disclosed
in the United States to the extent that such information is made public in the
United Kingdom.

Merrill Lynch International ("BofA Securities"), which is authorised by the UK
Prudential Regulatory Authority and regulated by the UK Financial Conduct
Authority and the UK Prudential Regulatory Authority, is acting exclusively
for IDS and for no one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than IDS for
providing the protections afforded to its clients or for providing advice in
relation to the matters referred to in this announcement.

Goldman Sachs International ("Goldman Sachs"), which is authorised by the
Prudential Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United Kingdom, is
acting exclusively for IDS and no one else in connection with the matters
referred to in this announcement. Neither Goldman Sachs nor its affiliates,
nor their respective partners, directors, officers, employees or agents, are
responsible to anyone other than IDS for providing the protections afforded to
clients of Goldman Sachs International, or for providing advice in relation to
the matters referred to in this announcement.

BNP Paribas is authorised and regulated by the European Central Bank and the
Autorité de Contrôle Prudentiel et de Résolution. BNP Paribas is authorised
by the Prudential Regulation Authority and is subject to regulation by the
Financial Conduct Authority and limited regulation by the Prudential
Regulation Authority. Details about the extent of BNP Paribas' regulation by
the Prudential Regulation Authority are available from BNP Paribas on request.
BNP Paribas has its registered office at 16 Boulevard des Italiens, 75009
Paris, France and is registered with the Companies Registry of Paris under
number 662 042 449 RCS and has ADEME identification number FR200182_03KLJ. BNP
Paribas London Branch is registered in the UK under number FC13447 and UK
establishment number BR000170, and its UK establishment office address is 10
Harewood Avenue, London NW1 6AA. BNP Paribas is acting as financial adviser
exclusively for EP, J&T and Bidco and no one else in connection with the
matters described in this announcement and will not be responsible to anyone
other than EP, J&T or Bidco for providing the protections afforded to
clients of BNP Paribas or for providing advice in relation to the matters
described in this announcement or any transaction or arrangement referred to
herein.

Citigroup Global Markets Europe AG, which is regulated by the European Central
Bank and the German Federal Financial Supervisory Authority (Bundesanstalt
für Finanzdienstleistungsaufsicht - BaFin) and Bundesbank, ("Citi") is acting
as financial adviser for EP, J&T and Bidco and for no one else in
connection with the matters described in this announcement and the Acquisition
and will not be responsible to anyone other than EP, J&T and Bidco for
providing the protections afforded to clients of Citi nor for providing advice
in connection with the Acquisition, or any other matters referred to in this
announcement. Neither Citi nor any of its affiliates, directors or employees
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, consequential, whether in contract, in tort, in delict,
under statute or otherwise) to any person who is not a client of Citi in
connection with this announcement, any statement contained herein, the
Acquisition or otherwise.

J.P. Morgan SE, together with its affiliate J.P. Morgan Securities plc, which
conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P.
Morgan Cazenove"), is authorised in the United Kingdom by the PRA and
regulated in the United Kingdom by the PRA and the FCA (together, "J.P.
Morgan"). J.P. Morgan is acting as financial adviser exclusively to EP,
J&T and Bidco and no one else in connection with the Acquisition and will
not regard any other person as its client in relation to the Acquisition and
will not be responsible to anyone other than EP, J&T or Bidco for
providing the protections afforded to clients of J.P. Morgan or its
affiliates, nor for providing advice in relation to the Acquisition or any
other matter or arrangement referred to herein.

Important notices

This announcement is for information purposes only and is not intended to, and
does not, constitute, or form part of, an offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of, any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities of IDS in any
jurisdiction in contravention of applicable law. The Acquisition will be
implemented solely pursuant to the terms of the Offer Document which contains
the full terms and conditions of the Acquisition, including details of how to
accept the Offer. Any decision or response in relation to the Acquisition
should be made only on the basis of the information contained in the Offer
Document.

The release, distribution or publication of this announcement in whole or in
part, directly or indirectly in, into or from jurisdictions outside the United
Kingdom may be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdiction.

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

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.

Overseas Shareholders

The release, publication or distribution of this announcement in, into or from
jurisdictions other than the UK may be restricted by law and therefore any
persons who are subject to the law of any jurisdiction other than the UK
should inform themselves of, and observe, any applicable legal or regulatory
requirements. Any failure to comply with such requirements may constitute a
violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person. This announcement has been prepared in accordance
with and for the purpose of complying with English law, the Takeover Code, the
Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and
information disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside England.

The availability of the Acquisition to IDS Shareholders who are not resident
in and citizens of the UK may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are citizens. Persons
who are not resident in the UK should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions. Any
failure to comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person. Further details in relation to Overseas
Shareholders are contained in the Offer Document.

Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, in whole or in part, 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 accept the Offer by any such use, means,
instrumentality or from within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws of that
jurisdiction. Copies of this announcement and any formal documentation
relating to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such documents
(including, without limitation, agents, custodians, nominees and trustees)
must not mail or otherwise forward, distribute or send it in or into or from
any Restricted Jurisdiction. Doing so may render invalid any related purported
acceptance of the Offer. Unless otherwise permitted by applicable law and
regulation, the 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 of any facility of a
national, state or other securities exchange of any Restricted Jurisdiction
and the Offer may not be capable of acceptance by any such use, means,
instrumentality or facilities.

Further details in relation to Overseas Shareholders are included in the Offer
Document and IDS Shareholders are advised to read carefully the Offer
Document.

The Acquisition will be subject to English law, the applicable requirements of
the Companies Act, the Takeover Code, the Panel, the FCA and the London Stock
Exchange and applicable securities law.

Note to U.S. holders of IDS Shares

The Offer is being made for the securities of an English company that is
listed on the London Stock Exchange by means of a contractual takeover offer
under the Takeover Code and English law and is subject to disclosure
requirements and practices that are different, in some cases materially, from
the tender offer rules of the United States. The financial information
included in the Offer Document has been prepared in accordance with accounting
standards applicable in the United Kingdom and thus may not be comparable to
financial information of U.S. companies or companies whose financial
statements are prepared in accordance with generally accepted accounting
principles in the United States.

For U.S. holders of IDS Shares, the receipt of cash pursuant to the terms of
the Acquisition as consideration for the transfer of their IDS Shares, may be
treated as a taxable transaction for U.S. federal income tax purposes and
under applicable U.S. state and local, as well as foreign and other, tax laws.
The receipt of the 2024 Final Dividend and the Special Dividend may also give
rise to taxable income. Each holder of IDS Shares is urged to consult with its
own legal, tax and financial advisers in connection with making a decision
regarding this transaction and as to the U.S. federal, and applicable U.S.
state, local, and foreign, tax consequences to it of the transaction
contemplated hereby in light of such holders' specific circumstances.

For purposes of the U.S. Exchange Act, it is intended that the Offer be made
pursuant to Section 14(e) and Regulation 14E under the U.S. Exchange Act and
benefit from exemptions available to "Tier I" cross-border tender offers.
Accordingly, the Offer will be subject to disclosure and other procedural
requirements under the applicable laws of the United Kingdom, including with
respect to withdrawal rights, offer timetable, settlement procedures and
timing of payments that may be materially different from those applicable
under U.S. domestic tender offer procedures and law, and certain rules
applicable to tender offers made into the United States, including rules
promulgated under Section 14(d), Section 14(e)(1) and Section 14(e)(2) of the
U.S. Exchange Act, do not apply.

Once the Offer is declared Unconditional, Bidco will acquire all IDS Shares
that have by that time been validly tendered (or deemed to have been validly
tendered) in acceptance of the Offer and will, in accordance with the Takeover
Code, settle the relevant consideration for all such accepted IDS Shares
(other than (A) in respect of the 2024 Final Dividend which was approved by
IDS Shareholders and paid on 30 September 2024 and (B) in respect of
participants in the IDS Share Plans, in respect of whom settlement will be
effected through payroll or such other method as may be determined by IDS):
(i) in the case of acceptances received, valid and complete in all respects,
by the date on which the Offer becomes or is declared Unconditional, within 14
days of such date; or (ii) in the case of acceptances of the Offer received,
valid and complete in all respects, after the date on which the Offer becomes
or is declared Unconditional but while it remains open for acceptance, within
14 days of the date of such receipt, in each case, rather than the three
trading days that U.S. investors may be accustomed to in U.S. domestic tender
offers. Similarly, if the Offer is terminated or withdrawn, all documents of
title will be returned to IDS Shareholders within 14 days of such termination
or withdrawal. U.S. investors should closely read Part B of Part 6 (Additional
Information) of the Offer Document for further details.

In accordance with normal UK practice and Rule 14e-5(b) under the U.S.
Exchange Act, Bidco and its nominees or brokers (acting as agents), may from
time to time make certain purchases of, or arrangements to purchase, IDS
Shares outside the United States, other than pursuant to the Offer, before or
during the period in which the Offer remains open for acceptance. Also, in
accordance with Rule 14e-5(b) of the U.S. Exchange Act, BNP Paribas, Citigroup
Global Markets Limited and J.P. Morgan will continue to act as exempt
principal traders in IDS Shares on the London Stock Exchange. These purchases
may occur either in the open market at prevailing prices or in private
transactions at negotiated prices. Any information about such purchases will
be disclosed as required in the United Kingdom, will be reported to a
Regulatory Information Service of the FCA and will be available on the London
Stock Exchange website: www.londonstockexchange.com.

This announcement does not constitute or form part of a public offer of
securities in the United States or an offer to the public in the United States
to acquire or exchange securities. Except pursuant to an applicable exemption,
each of the Offer Document and the Form of Acceptance do not constitute or
form part of an offer of any securities to, or for the account or benefit of,
any U.S. Person.

Bidco is a private limited company incorporated under English law. The Bidco
Directors are citizens of the Czech Republic and all such persons are
residents of countries other than the United States. As a result, it may be
difficult for investors to effect service of process within the United States
upon the Bidco Directors or otherwise compel Bidco, IDS or their respective
directors, officers and affiliates to subject themselves to the jurisdiction
and judgment of a U.S. court. It may not be possible to sue Bidco or IDS, or
any of their respective directors, officers or affiliates, in a non-U.S. court
for violations of U.S. securities laws. There is doubt as to the
enforceability in the United Kingdom, in original actions or in actions for
enforcement of judgments of the U.S. courts, of civil liabilities predicated
upon U.S. federal securities laws.

Publication on website and availability of hard copies

This announcement will be available free of charge, subject to certain
restrictions relating to persons resident or located in Restricted
Jurisdictions, for inspection on IDS' website at
www.internationaldistributionservices.com, by no later than 12.00 p.m. (London
time) on the date following publication of this announcement and during the
course of the Offer. For the avoidance of doubt, unless otherwise stated,
neither the contents of IDS' website nor the contents of any website
accessible from hyperlinks on IDS' website (or any other websites referred to
in this announcement) are incorporated into, or form part of, this
announcement.

Pursuant to Rule 30.3 of the Takeover Code, you may, subject to certain
restrictions relating to persons resident or located in any Restricted
Jurisdictions, request a hard copy of this announcement and all information
incorporated into this announcement by contacting the Registrar at Equiniti
Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United
Kingdom, or on +44 (0) 333 207 6505 between 8.30 a.m. to 5.30 p.m. (London
time) Monday to Friday (excluding public holidays in the United Kingdom). For
deaf and speech impaired shareholders, calls can be made via Relay UK. Please
see www.relayuk.bt.com for more information. Please note that Equiniti cannot
provide any financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes. In accordance with Rule 30.3 of
the Takeover Code, a person so entitled may also request that all future
documents, announcements and information in relation to the Acquisition should
be sent to them in hard copy form. If you have received this announcement in
electronic form or via a website notification, hard copies of this
announcement and any document or information incorporated by reference into
this announcement will not be provided unless such a request is made.

IDS Shareholders may also, subject to certain restrictions relating to persons
resident or located in any Restricted Jurisdictions, request that all future
documents, announcements and information sent to them in relation to the
Acquisition be in hard copy form. A hard copy of such document (including this
announcement), announcement or information will not be sent unless so
requested.

Forward-looking statements

This announcement contains certain statements about Bidco and IDS that are or
may be forward-looking statements, including with respect to the Acquisition.
Forward-looking statements are prospective in nature and are not based on
historical facts, but rather on current assumptions, expectations, valuations,
targets, estimates, forecasts and projections of Bidco and IDS about future
events, and are therefore subject to risks and uncertainties which could cause
actual results, performance or events to differ materially from those
expressed or implied by the forward-looking statements. All statements other
than statements of historical facts included in this announcement may be
forward-looking statements. Without limitation, forward-looking statements
often include words such as "targets", "plans", "believes", "hopes",
"continues", "expects", "aims", "intends", "will", "may", "should", "would",
"could", "anticipates", "estimates", "will look to", "budget", "strategy",
"would look to", "scheduled", "goal", "prepares", "forecasts", "cost-saving",
"is subject to", "synergy", "projects" or words or terms of similar substance
or the negative thereof.

By their nature, forward-looking statements involve risk and uncertainty,
because they relate to events and depend on circumstances that will occur in
the future and the factors described in the context of such forward-looking
statements in this announcement could cause actual results and developments to
differ materially from those expressed in or implied by such forward-looking
statements. Such risks and uncertainties include, but are not limited to, the
possibility that the Acquisition will not be pursued or consummated, failure
to obtain necessary regulatory approvals or to satisfy any of the other
conditions to the Acquisition if it is pursued, adverse effects on the market
price of Bidco's or IDS' ordinary shares and on Bidco's or IDS' operating
results because of a failure to complete the Acquisition, failure to realise
the expected benefits of the Acquisition, negative effects relating to the
announcement of the Acquisition or any further announcements relating to the
Acquisition or the consummation of the Acquisition on the market price of IDS
Shares, significant transaction costs and/or unknown liabilities, the IDS
Group incurring and/or experiencing unanticipated costs and/or delays
(including IT system failures, cyber-crime, fraud and pension scheme
liabilities), general economic and business conditions that affect the IDS
Group following the consummation of the Acquisition, changes in global,
political, economic, business, competitive, market and regulatory forces
(including exposures to terrorist activities), future exchange and interest
rates, changes in tax laws, regulations, rates and policies, future business
combinations or disposals, changes in general economic and business
conditions, changes in the behaviour of other market participants, weak,
volatile or illiquid capital and/or credit markets, interest rate and currency
value fluctuations, changes in laws or in supervisory expectations or
requirements and competitive developments. Although it is believed that the
expectations reflected in such forward-looking statements are reasonable, no
assurance can be given that such expectations will prove to have been correct
and you are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
announcement. If any one or more of these risks or uncertainties materialises
or if any one or more of the assumptions proves incorrect, actual results may
differ materially from those expected, estimated or projected.

All forward-looking statements contained in this announcement are expressly
qualified in their entirety by the cautionary statements contained or referred
to in this section.

Each forward-looking statement speaks only as of the date of this
announcement. Neither Bidco nor IDS, nor any of their respective associates or
directors, officers or advisers, provides any representation, warranty,
assurance or guarantee that the occurrence of the events expressed or implied
in any forward-looking statements in this announcement will actually occur.
Other than in accordance with their legal or regulatory obligations (including
under the Takeover Code, the UK Listing Rules and the Disclosure Guidance and
Transparency Rules), neither the Bidco Group nor the IDS Group is under, or
undertakes, any obligation, and each of the foregoing expressly disclaims any
intention or obligation, to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or
more of any class of relevant securities of an offeree company or of any
securities exchange 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 securities exchange 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 securities exchange 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 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(London time) on the 10th business day following the announcement in which any
securities exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position Disclosure must
instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company or of
any securities exchange 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 securities exchange offeror(s), 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 pm (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 securities exchange 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
https://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. 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 IDS Shareholders

Please be aware that addresses, electronic addresses and certain other
information provided by IDS Shareholders, persons with information rights and
other relevant persons for the receipt of communications from IDS may be
provided to Bidco during the offer period as required under Section 4 of
Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.

Rounding

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

 1        The irrevocable undertakings will cease to be binding if: (i)
Bidco announces, with the consent of the Panel, that it does not intend to
make or proceed with the Offer and no new, revised or replacement offer or
scheme is announced in accordance with Rule 2.7 of the Takeover Code at the
same time; (ii) the Offer does not become or is not declared Unconditional, is
withdrawn or lapses in accordance with its terms unless, by such time, Bidco
publicly announces its intention to proceed with the Offer or to implement the
Offer by way of a Scheme; (iii) the Offer does not become, or is not declared
Unconditional by 11.59 p.m. on the Long Stop Date (or such later time and/or
date as may be agreed between Bidco and IDS, with the approval of the Panel if
required) (other than in circumstances where Bidco has, prior to such date,
elected to exercise its right to proceed by way of a Scheme and announced the
same in accordance with the Takeover Code, and such Scheme has not lapsed or
been withdrawn); or (iv) a competing offer for the entire issued and to be
issued share capital of IDS becomes or is declared unconditional or, if
implemented by way of a scheme of arrangement, becomes effective.

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