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Updates Regarding Undertakings and Board Changes

27th Jun 2025 07:00

RNS Number : 6515O
EP Corporate Group, a. s.
27 June 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

27 June 2025

 

RECOMMENDED CASH OFFER

for

International Distribution Services plc ("IDS")

by

EP UK Bidco Limited ("Bidco")(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"))

Confirmation of Compliance Regarding Certain Undertakings to the UK Government and Commitments to the Communication Workers Union ("CWU") and Unite CMA, Changes to the Boards of Directors of IDS and Royal Mail Group Limited ("Royal Mail") and Closure of the Offer

 

Updates Regarding UK Government Undertakings and Commitments to the CWU and Unite CMA

Further to the announcement made by Bidco on 16 December 2024, Bidco notes that, in compliance with the terms of the legally binding undertakings entered into by Bidco and EP in favour of the Secretary of State for the Department of Business and Trade (the "Secretary of State") on 16 December 2024 (the "Deed of Undertaking"), Royal Mail has allotted and issued a new non-transferable share of £1.00 (the "HMG Share") to the Secretary of State which has no voting or economic rights, but has certain reserved matters attached to it that require the prior written consent of the holder of the HMG Share.

The articles of association of Royal Mail have also been amended to include, among other things, the rights of the HMG Share and the establishment of an advisory committee in line with the commitments given by Bidco to the CWU and Unite CMA as part of the agreements entered into between Bidco and each of the CWU and Unite CMA, respectively, on 18 December 2024.

IDS and Royal Mail Board Changes

 

Further to the announcement made by Bidco and IDS on 2 June 2025, IDS notes that each of Daniel Křetínský, Jan Bílek, Roman Šilha, Daniel Mareš and Marek Janča have been duly appointed as non-executive directors of the IDS Board and the board of directors of Royal Mail. Daniel Křetínský will act as Chairman of the IDS Board and the board of directors of Royal Mail.

 

In addition, Bidco notes that Jiří Zrůst, Global Head of Operating Assets at Trafigura, with significant previous experience in the infrastructure, transport and logistics sector, has been duly appointed as an independent non-executive director of the IDS Board and the board of directors of Royal Mail.

 

A further announcement will be made in due course upon the appointment of additional independent non-executive directors to the IDS Board and the board of directors of Royal Mail.

 

Offer Closure

 

Further to the announcement made by Bidco and IDS on 28 May 2025, Bidco confirms that the Offer closed for acceptance at 5.00 p.m. on 11 June 2025.

 

Terms used but not defined in this announcement have the same meaning given to them in the Offer Document published by Bidco dated 26 June 2024. A copy of the Offer Document is available on IDS' website at www.internationaldistributionservices.com.

 

Enquiries:

BNP Paribas (Financial Adviser to EP, J&T and Bidco)

George Holst

Kirshlen Moodley

Guilhem Donnard

+44 20 7595 2000

Citi (Financial Adviser to EP, J&T and Bidco)

Barry Weir

Ram Anand

Christopher Wren

+44 20 7986 4000

J.P. Morgan Cazenove (Financial Adviser to EP, J&T and Bidco)

Dwayne Lysaght

Charles Oakes

Siddharth Gupta

+44 20 7742 4000

 

FGS Global (PR Adviser to EP, J&T and Bidco)

Chris Ryall

Alastair Elwen

+44 20 7251 3801

IDS

Michael Snape, Chief Financial Officer

 

IDS Investor Relations

[email protected]

 

IDS Media Relations

Jenny Hall

Greg Sage

 

+44 7776 993 036

+44 7483 421 374

Barclays Bank PLC, acting through its Investment Bank (Financial Adviser and Corporate Broker to IDS)

Alisdair Gayne

Nicola Tennent

Aamir Khan

Philipp Gillmann

+44 20 7623 2323

BofA Securities (Financial Adviser and Corporate Broker to IDS)

Ed Peel

James Robertson

Justin Anstee

+44 20 7628 1000

Goldman Sachs International (Financial Adviser to IDS)

Mark Sorrell

Owain Evans

+44 20 7774 1000

Headland Consultancy (PR Adviser to IDS)

Susanna Voyle

Matt Denham

Chloe Francklin

+44 20 3805 4822

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.

 

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END
 
 
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