UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
Consummation of the Wincanton Acquisition
As previously announced, on February 29, 2024, GXO Logistics, Inc. (the “Company”) issued an announcement (the “Rule 2.7 Announcement”) pursuant to Rule 2.7 of the UK City Code on Takeovers and Mergers, disclosing that the Company had made a cash offer to acquire the entire issued and to be issued share capital of Wincanton plc (“Wincanton”) (such acquisition, the “Acquisition”). On March 6, 2024, the Company announced it had elected, with the consent of Wincanton and the U.K. Panel on Takeovers and Mergers, to implement the Acquisition by way of a recommended scheme of arrangement (the “Scheme”) under Part 26 of the UK Companies Act 2006. On April 29, 2024, the Company released a press release announcing that the Scheme became effective and the Acquisition was completed following the sanction of the Scheme by the High Court of Justice in England and Wales on April 25, 2024. Upon completion of the Acquisition, the entire issued share capital of Wincanton was owned by the Company. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Pursuant to the terms of the Acquisition, Wincanton shareholders are entitled to receive 605 pence in cash per share of Wincanton.
On April 30, 2024, the listing of shares of Wincanton stock on the Financial Conduct Authority’s Official List was cancelled and admission to trading of shares of Wincanton stock on the London Stock Exchange was cancelled.
The foregoing summary description of the Acquisition does not purport to be complete and is qualified in its entirety by reference to the terms of the Acquisition described in the Rule 2.7 Announcement and the Scheme Document. A copy of the Rule 2.7 Announcement and the Scheme Document are attached as Exhibits 2.01 and 2.02 to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Exhibit Title or Description | |
| 2.01 | Rule 2.7 Announcement, dated as of February 29, 2024 (Incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 29, 2024) | |
| 2.02 | Scheme Document, dated as of March 14, 2024 (Incorporated by reference to Exhibit 99.1 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2024) | |
| 99.1 | Press Release, dated April 29, 2024 (released via Regulatory News Service) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 1, 2024 | GXO Logistics, Inc. | |
| By: | /s/ Karlis P. Kirsis | |
| Chief Legal Officer | ||