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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

4 December 2019

Eddie Stobart Logistics plc

Response to TVFB (3) Limited

The Board of Eddie Stobart Logistics plc (“Eddie Stobart” or the “Company“) notes the announcement made today by TVFB (3) Limited (“TVFB“).

  • The Board wishes to inform shareholders that it received a copy of correspondence sent by the Lenders’ advisers to TVFB’s advisers yesterday evening which states:
    • “… the banks would, at this stage, only entertain a proposal that saw them repaid in full ahead of the EGM.”
    • “For the avoidance of any doubt the banks will not entertain any other proposals and are wholly supportive of the DBAY proposal that protects the businesses, employees, customers, suppliers and financial creditors whilst offering participation in the future of the group to existing shareholders.”
  • As such the Board consider the statements made by TVFB that it will be able to implement its proposal without repayment of the Credit Facilities in full to be misleading to shareholders
  • As previously stated, in the event that the EGM vote is not successful the Board will be faced with an imminent liquidity shortfall, imminent expiry of the waiver and no support from the Lenders to explore alternative options
  • In these circumstances the Lenders would support the Board taking steps to achieve the DBAY transaction by an alternative route which would see no return to shareholders
  • For any acquisition / recapitalisation proposal for Eddie Stobart to be capable of being implemented it requires either for the Credit Facilities to be repaid in full or to have consent of the Lenders
  • The DBAY Proposal has the support of the Lenders, who have agreed to provide the financing arrangements necessary for the DBAY Proposal to be implemented
  • The Lenders have informed the Board that if any alternative proposal requires additional funding in order to be implemented, the Lenders would not be willing to provide this
  • As such, the only proposal received to date capable of being implemented with the consent of the Lenders is the DBAY Proposal
  • The Board therefore continues to recommend that shareholders vote in favour of the DBAY Proposal at the General Meeting on 6 December 2019.
  • This proposal is the only concrete offer to date which has the support of the Lenders and secures the long-term future of the Company.

Terms in this announcement shall have the same meaning as those detailed in the Circular to shareholders posted on 20 November 2019.

The person responsible for arranging the release of this announcement on behalf of Eddie Stobart is Anoop Kang, Chief Financial Officer.

Enquiries

Eddie Stobart Logistics plc                                                                 (0)1925 605400

Sebastien Desreumaux, Chief Executive Officer

Anoop Kang, Chief Financial Officer

Rothschild & Co (Financial Advisor)                                                   (0)20 7280 5000

Ravi Gupta / Niall McBride / David Weinberg

Cenkos Securities (Nomad & Joint Broker)                                         (0)20 7397 8900

Nicholas Wells / Giles Balleny / Harry Hargreaves

Berenberg (Joint Broker)                                                                    (0)20 3207 7800

Chris Bowman / Toby Flaux / Simon Cardron

FTI Consulting                                                                                     (0)20 3727 1340

Nick Hasell / Alex Le May / Matthew O’Keeffe

Notice related to financial advisers

N.M. Rothschild & Sons Limited (“Rothschild & Co“), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Eddie Stobart and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Eddie Stobart for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Cenkos Securities plc (“Cenkos Securities“), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Eddie Stobart and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Eddie Stobart for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Joh. Berenberg, Gossler & Co. KG, London Branch (“Berenberg“), which is authorised and regulated by the German Federal Financial Supervisory Authority and subject to limited regulation by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Eddie Stobart and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Eddie Stobart for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Additional Information

This announcement is not intended to, and does not, constitute or form part of any 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 this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted. The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of Eddie Stobart who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of Eddie Stobart who are not resident in the United Kingdom will need to inform themselves about, and observe