Takeover Offers

AdurBN99 6DA50.825222-0.330646Financial Services and Markets Act 2000COMPANIES ACT 2006Companies Act 20062024-06-262024-06-282024-08-232024-08-252024-09-30TSO (The Stationery Office), customer.services@thegazette.co.uk465475964446

NOTICE OF CASH OFFER BY EP UK BIDCO LIMITED (“BIDCO”), A COMPANY OWNED INDIRECTLY BY (I) EP CORPORATE GROUP, A.S. (“EP”) AND (II) J&T CAPITAL PARTNERS, A.S. (“J&T”), FOR INTERNATIONAL DISTRIBUTION SERVICES PLC (“IDS”)

PURSUANT TO SECTION 978(1)(C)(II) OF THE COMPANIES ACT 2006

Notice is hereby given in accordance with section 978(1)(c)(ii) of the Companies Act 2006 that a cash offer (the “Offer”) has been made by Bidco 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. (“VESA”)), to be effected by means of a takeover offer for the purposes of Part 28 of the Companies Act. Under the terms of the Offer, IDS Shareholders are entitled to receive 370 pence in cash for each IDS Share.

The offer document, containing the terms of the Offer and the procedures for acceptance (the “Offer Document”) was dated, published and sent to IDS Shareholders on 26 June 2024.

Terms defined in the Offer Document have the same meanings in this notice.

Copies of the Offer Document may be obtained by contacting Equiniti 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). The Offer Document may also be viewed on the Offer website at www.internationaldistributionservices.com/en.

This notice does not constitute or form part of, and must not be construed as, 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 Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of IDS in any jurisdiction in contravention of applicable law. The Offer is being made solely by means of the Offer Document and, in the case of IDS Shareholders holding IDS Shares in certificated form, the Form of Acceptance, which contains the full terms of the Offer, including details of how to accept the Offer. IDS Shareholders should read the Offer Document and, in the case of IDS Shareholders holding IDS Shares in certificated form, the Form of Acceptance, as they contain important information. IDS Shareholders who accept the Offer may rely only on the Offer Document and, in the case of IDS Shareholders holding IDS Shares in certificated form, the Form of Acceptance, for all of the terms of the Offer.

The release, publication or distribution of the Offer Document and any accompanying documents (in whole or in part) in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements. The availability of the Offer to IDS Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens and therefore persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. 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 Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Bidco or required by the Takeover Code and permitted by applicable law and regulation, the Offer is not being, and will not be, made available, in whole or in part, directly or indirectly, in or 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 the Offer Document and any formal documentation relating to the Offer 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.

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 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 benefitting 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 accept 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, if approved by IDS Shareholders, is expected to be paid on 30 September 2024 to IDS Shareholders on the Register on 23 August 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 document(s) 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.

The Offer Document 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.

The Offer Document and the accompanying Form of Acceptance have been prepared for the purposes of complying with 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 and the information disclosed may not be the same as that which would have been disclosed if the Offer Document had been prepared in accordance with the laws of any other jurisdiction. The statements contained in the Offer Document are not to be construed as legal, business, financial or tax advice.

Any IDS Shareholder who is in any doubt as to the contents of the Offer Document and what action they should take, is recommended to seek their own personal financial, legal and tax advice immediately from their stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended), if such person is a resident in the United Kingdom, or, if resident elsewhere, another appropriately authorised independent financial adviser in the relevant jurisdiction.

The Offer, which has been made by means of the Offer Document, will be open for acceptance from 26 June 2024 and will continue to be capable of acceptance until the Offer is closed. IDS Shareholders are encouraged to accept the Offer as soon as possible and in any event before 1.00 p.m. (London time) on 25 August 2024, which is Day 60 as at the date of the Offer Document. (or such other times and/or dates as Bidco may specify, subject to the rules of the Takeover Code and where applicable with the consent of the Panel).

The Offer is made in respect of all IDS Shares (not already directly or indirectly owned by Bidco, VESA or their concert parties) issued and unconditionally allotted, including IDS Shares held by persons to whom the Offer Document is not dispatched. The Offer is, by means of this notice, being notified to all persons to whom the Offer Document may not be dispatched. Any such persons may obtain a copy of the Offer Document and the relevant Form of Acceptance by contacting Equiniti 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).