TIDMUKM TIDM0H3Q

RNS Number : 3991S

UK Mail Group PLC

20 December 2016

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 OF SUCH JURISDICTION

For immediate release

20 December 2016

RECOMMENDED CASH OFFER

for

UK Mail Group plc ("UK Mail")

by

Deutsche Post AG ("Deutsche Post DHL")

to be implemented pursuant to a scheme of arrangement

Court sanction of scheme of arrangement

The Board of UK Mail is pleased to announce that the recommended cash offermade by Deutsche Post DHL for the entire issued and to be issued ordinary share capital of UK Mail (the "Offer"), to be effected by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), has today been sanctioned by a court order by the High Court of Justice in England and Wales under section 899 of the Companies Act 2006 (the "Court Order"). The Offer remains conditional only upon delivery of a copy of the Court Order to the Registrar of Companies, which is expected to take place on 22 December 2016.

It is expected that trading in UK Mail Shares on the London Stock Exchange's main market for listed securities and the listing of UK Mail Shares on the premium listing segment of the Official List of the UK Listing Authority will each be suspended with effect from 5:00 p.m. (London time) tomorrow, 21 December 2016. The delisting of UK Mail Shares from the premium listing segment of the Official List of the UK Listing Authority and the cancellation of the admission to trading of UK Mail Shares on the London Stock Exchange's main market for listed securities have been applied for and, subject to the Scheme becoming Effective, are expected to occur by 8:00 a.m. (London time) on 23 December 2016.

Subject to the delivery of the Court Order to the Registrar of Companies, the Effective Date of the Scheme is expected to be 22 December 2016. The expected timetable of the implementation of the Scheme remains as set out on pages 8 and 9 of the Scheme Document.

Unless otherwise defined, capitalised terms used in this announcement (the "Announcement") have the same meanings given to them in the Scheme Document.

Enquiries:

UK Mail Group plc 01753 706070

Steven Glew, Finance Director

Investec Bank plc (Financial

Adviser to UK Mail Group plc) 0207 597 4000

Keith Anderson / James Rudd

/ Matt Lewis

William Godfrey / Rob Baker

MHP Communications 0203 128 8100

John Olsen/Giles Robinson/Gina

Bell

Deutsche Post DHL +49 (228) 182 9944

Jürgen Gerdes

Achim Dünnwald

Anita Gupta

Robert Schneider

Marco Jülich

Daniel McGrath

Deutsche Bank AG (Financial

Adviser to Deutsche Post DHL) 0207 545 8000

Christof Muerb

James Ibbotson

Ammar Altaf

Jimmy Bastock (Corporate Broking)

Important Notices

Investec Bank plc is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK. Investec Bank plc is acting exclusively as financial adviser to UK Mail and no one else in connection with the Offer and will not be responsible to anyone other than UK Mail for providing the protections afforded to clients of Investec Bank plc nor for providing advice in connection with the Offer or any matter referred to herein.

Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central Bank). It is subject to supervision by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority. Deutsche Bank AG is acting as financial adviser to Deutsche Post DHL and no one else in connection with the Offer or the contents of this announcement and will not be responsible to anyone other than Deutsche Post DHL for providing the protections afforded to its clients or for providing advice in connection with the contents of this announcement or any matter referred to herein.

This Announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. The Offer will be made solely by means of the Scheme Document or any document bywhich the Offer is made which will contain the full terms and Conditions of the Offer, including details of how to vote in respect of the acquisition.

This Announcement has been prepared for the purpose of complying with English law and the Takeover 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.

This Announcement does not constitute a prospectus or prospectus equivalent document.

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.

The Offer relates to the acquisition of shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. However, if Deutsche Post DHL were to elect to implement the Offer by means of a takeover offer, such takeover offer will be made in compliance with all applicable laws and regulations, including Section 14(e) of the US Securities Exchange Act of 1934 (the "US Exchange Act") and Regulation 14E thereunder. Such a takeover would be made in the United States by Deutsche Post DHL and no one else. In addition to any such takeover offer, Deutsche Post DHL, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in UK Mail outside such takeover offer during the period in which such takeover offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made they would be made outside the United States and would comply with applicable law, including the US Exchange Act.Unless otherwise determined by Deutsche Post DHL or required by the Takeover Code, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction (a "Restricted 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 UK Mail 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.

The Offer is subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the UKLA.

Forward looking statements

This Announcement may contain statements about Deutsche Post DHL and UK Mail that are or may be forward looking 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 byor that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" 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, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Deutsche Post DHL's or UK Mail's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Deutsche Post DHL's or UK Mail's business.

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. Deutsche Post DHL disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Deutsche Post DHL or UK Mail, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Deutsche Post DHL or UK Mail, as appropriate.

Disclosure requirements of the Takeover Code

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