February 21, 2022

Crackdown on foreign videos catches North Korean military officers

North Korea has punished more than 10 military officials after they were caught in possession of “impure” video files–South Korean TV shows, Japanese porn and Hollywood films–as a crackdown on illegal foreign media shifted to focus on high-ranking men in uniform, military sources told RFA.

Though citizens of North Korea are forbidden to watch or listen to media from outside the country, foreign TV shows, music, and movies are smuggled in on easily concealable SD cards and USB flash drives. They are then distributed widely among the populace through the black market.

Nervous about all this exposure to outside information, Pyongyang in December 2020 passed the draconian Elimination of Reactionary Thought and Culture Law, which carries a maximum penalty of death for watching, keeping, or distributing media from capitalist countries, particularly from South Korea and the U.S.

To enforce the law, it tasked a strike force called Surveillance Bureau Group 109 with seeking out and arresting violators.

Many civilians caught by Group 109 over the past year have been sentenced to hard labor, life in prison, or even death, but now the strike force is turning its eyes on high-ranking military officials.

“Since the beginning of January, the General Political Bureau of the People’s Army started an intensive inspection on the use and possession of ‘impure’ video media,” a military source in the capital Pyongyang told RFA’s Korean Service Feb. 14.

“Some of the military officers were found to be in possession of impure videos after an inspection conducted by the 109 Joint Inspection Team, made up of members of the General Staff Department, the Ministry of Defense and the State Security Department, under the direction of the General Political Bureau,” said the source, who requested anonymity for security reasons.

The inspection targeted senior officers who own computers or have access to them as part of their duties, and those who have mobile phones, the source said.

“A member of the 109 Joint Inspection Team, to who I am close, said that about 10 officers who stored impure recordings and watched them from time to time have been punished, so the military command is getting nervous,” the source said.

“An official of a trading company directly under the Ministry of Defense was caught with three South Korean movies, 10 Japanese pornographic movies, and seven South Korean dramas, including ‘Crash Landing on You,’ and ‘Descendants of the Sun,’ and five American movies… he was punished after the inspection,” he said.

The two South Korean TV shows named by the source are of particular concern to North Korean authorities due to their subject matter. “Crash Landing on You” is about a South Korean woman who mistakenly crosses the border into North Korea and falls in love with a North Korean soldier, while the main protagonist of “Descendants of the Sun” is a South Korean Special Forces soldier.

The trade official was in a high position in the Ministry of Defense, and this was not the first time he had been caught with foreign media.

“Three years ago, they caught him with South Korean dramas, Japanese porn, and other foreign movies, but they generously forgave him. He was given clemency due to his outstanding performance in foreign trade for the ministry, but this time he will be severely punished in a military trial, with the new Elimination of Reactionary Thought and Culture law in effect,” the source said.

“The inspection also caught a military officer who was the adjutant to the general of the Ministry of Defense. He had three South Korean adult magazines and 20 South Korean superstitious materials on his laptop,” the source said.

The officer was put under the investigation by the Military Security Command of the Korean People’s Army, according to the source.

“His superior, a general, was even demoted and dismissed from his position. He is now in a lower-level combat unit.”

The crackdown’s turned its attention to senior military personnel after a whistleblower told the General Political Bureau that that there were banned videos among the entirety of the military command structure, a military source in the northwestern province of North Pyongan told RFA.

“During the inspection, a military officer working in the communication unit directly under the Command Information Bureau of the General Staff Department was caught with an SD card containing one South Korean movie, 27 South Korean dramas and 40 South Korean songs,” said the second source, who requested anonymity to speak freely.

“After they caught him, they began a large-scale inspection of the cellphones on senior unit officers under the Ministry of Defense and General Staff Department,” said the second source.

The military authorities were embarrassed and nervous after the inspection revealed many officers with impure videos at the higher-level units in Pyongyang, the second source said.

“In an internal directive, the General Political Bureau told all the political departments of each unit to take responsibility and cooperate with the 109 Joint Command,” the second source said.

“All units are nervous as they announce that the 109 Joint Command will begin random inspections… of all the units where someone was caught in the crackdown this time.”

An August 2019 Washington Post report documented how certain South Korean media are considered dangerous by North Korean authorities because they encourage people to escape. K-pop and American pop music has had an instrumental role in undermining North Korean propaganda, it said.

It also cited a survey of 200 North Korean escapees living in South Korea, in which 90 percent said they consumed foreign media while living in the North, with 75 percent saying they knew of someone who was punished for it.

More than 70 percent said they believed that accessing foreign media became more dangerous since Kim Jong Un took power in 2011, said the survey by South Korea’s Unification Media Group.

Translated by Leejin Jun. Written in English by Eugene Whong.

February 21, 2022

Vietnam beefs up its maritime militia, still dwarfed by China’s

Vietnam is strengthening its maritime militia. In late January, it held a flag-hoisting ceremony in Vung Tau province for a new militia unit consisting of five gleaming steel-hulled boats that Chinese researchers claim are equipped with heavy machine guns.

Six months earlier, the first such unit of Vietnam’s “permanent maritime militia and self-defense force” was established in another southern province, Kien Giang. Similar units are planned for at least four other coastal provinces, according to state media.

This is widely seen as a response to China’s maritime militia, which is far larger and better-equipped, and a key lever in Beijing’s effort to assert control in the contested South China Sea.

But Chinese analysts argue that arming the Vietnamese militia could stoke tensions and threaten regional security. That’s a charge often leveled at China, particularly when its vessels mass around disputed reefs and islets.

Vietnam insists its militia operates “purely for defensive purposes and in accordance with international law.”

TK1482-class vessels of Vietnam Maritime Militia at Ba Son Shipyard receiving the final touch before leaving for the sea in July2021. Credit: QPVN (Vietnam Defense) portal

Not part of the armed forces

Carl Thayer, a veteran Vietnam expert, says the nation’s maritime militia was only instituted comparatively recently. Prior to 2009, Vietnam did not have a formal entity called the maritime militia, he said.

“The role of the maritime militia and self-defence forces evolved gradually over time but to this very day they remain an organic part of Vietnam’s Militia and Self-Defence Forces and not a separate service like the Vietnam Border Guard or Vietnam Coast Guard,” said Thayer, emeritus professor at the University of New South Wales.

In June 2005, Vietnam adopted the Law on National Defense, in which the tasks of the Militia and Self-Defense Forces were enumerated but still “no mention was made of the maritime militia.”

To compare, China’s modern use of fishing militias dates back to at least 1974 when they were employed in seizing the Paracel Islands from Vietnam, according to a report published in November 2021 by the Center for Strategic and International Studies think tank in Washington D.C.

The U.S.-government-funded research organization Rand Corp. alleged that China’s maritime militia was actually formed in the 1950s and answers directly to the People’s Liberation Army.

Thayer said that Vietnam’s maritime strategy that included the need for developing national defense in coastal and maritime areas was first publicly announced in 2007.

So it developed much later than the Chinese maritime militia, and both the scale and resources are far inferior.

“The formulation of militia in Vietnam is rooted in the concept of the ‘people’s defense’, meaning militiamen are mostly fishermen,” said Viet Hoang, a maritime law expert based in Ho Chi Minh City.

“They are not only poorly equipped but also often poorly trained,” said Viet, pointing out that several government programs to transform wooden fishing boats to steel-hull boats with better defensive capabilities for fishermen have failed “because their interest was just fishing.”

Arming fishermen

There’s no official figures of how large the Vietnamese maritime militia is but China’s National Institute for South China Sea Studies estimated that it totalled between 46,000 and 70,000 personnel in 2021.

The maritime militia accounted for only 0.08 percent of the total number of militia members in Vietnam and 1.22 percent of the total number of maritime laborers as of 2016, according to a report in Vietnam’s National Defense magazine authored by Col. Nguyen Phuong Hoa.

In contrast, China’s maritime militia is mostly organized by the country’s large fishing companies.

Research by Andrew Erickson and Conor Kennedy in 2016 found the only estimate of the size of the Chinese maritime militia was from a source published in 1978, which put the number of personnel at 750,000 on approximately 140,000 vessels. This number has likely grown substantially since.

In its 2010 Defense White Paper, China stated that it had eight million militia members nationwide, including maritime militia.

Analysts argue that China’s assertive activities in the South China Sea, where Beijing claims historical rights to almost 90 percent of the sea, led to Vietnam’s rushed plan to expand its maritime militia and self-defense forces.

The tactics are somewhat similar to the so-called “gray-zone tactics” of the Chinese maritime militia, where fishermen are trained to do paramilitary work and fishing boats get armed.

“Gray-zone tactics” are when unconventional forces and methods are used to pursue strategic interests while trying to avoid the possibility of a conflict.

Vietnam’s maritime militia was present at several recent incidents in the South China Sea, such as the 2014 standoff over the deployment of the Haiyang Shiyou-981 drilling rig near the Paracel islands and some confrontations near where Vietnam and international partners explored for oil and gas.

Analysts say the new “permanent” militia units are intended to be more combat ready than regular maritime militia and could play an active role in confrontations.

“For more than a decade, Vietnam has expended huge manpower and material resources in developing maritime militia,” wrote Ding Duo, deputy director of China’s National Institute for South China Sea Studies, in the China Daily newspaper.

According to Ding, 126 fishing boats manned by maritime militia from 14 coastal provinces and cities will be built in Vietnam during the period 2019-2022.

Chinese analysts alleged that Vietnam’s new TK-1482 class militia vessels are equipped with weapons including large caliber heavy machine guns.

“The use of weapons on the well-equipped militia vessels would entail the risk of causing significant harm to regional security and stability,” warned Lei Xiaolu, vice director of the South China Sea Probing Initiative, a Chinese think tank.

Yet Vietnamese researchers like Viet Hoang said that the main focus of Vietnamese maritime militia remains fishery, search and rescue.

“They may take part in tracking and surveillance missions but the lack of training and resources poses a great obstacle to their capabilities,” he said.

Canberra-based expert Thayer said that Vietnam will continue to gradually expand and modernize its standing maritime militia as new TK 1482-class vessels are commissioned into service.

“However, Vietnam’s standing maritime militia and self-defense forces will remain under the control of local and provincial authorities,” he said.

February 21, 2022

Sydney Has International Travellers Feeling Good as Borders Reopen

Destination NSW welcome first arrivals after two years

SYDNEY, Feb. 21, 2022 (GLOBE NEWSWIRE) — Destination NSW proved today why Sydney city is still the number one Australian destination for international visitors, providing the first international arrivals in almost two years with a memorable and energising welcome back to the Harbour City.

An entourage of drag queens and surf lifesavers, iconic characters synonymous with Sydney and NSW, were the ultimate welcoming committee for all travellers arriving from destinations including Los Angeles, Tokyo, Singapore, San Francisco, London and Vancouver on the first day of international borders reopening.

Complimentary coffees and fresh juices were also part of the welcome activity, together with a musical rendition of Feeling Good by Phat Brass, the track recently recorded for the New South Wales Government’s state marketing and promotional campaign, Feel New South Wales, and ensured all arriving travellers were feeling good on their return into Sydney.

The welcome activity was a collaboration between Destination NSW and Sydney Airport and coincides with the second phase of Destination NSW’s Feel New marketing campaign to send the message to all travellers that Sydney and NSW are open and will excite, energise and inspire travellers through their unique and diverse natural and cultural experiences.

For information on Sydney, check out sydney.com.
#feelnew #feelnsw #feelnewsydney

Media Assets

Images and video assets can be accessed here

Media Contact

Wayne Mitcham, Amio Limited – wayne@amio.nz

About Destination NSW

Destination NSW is the lead NSW Government agency for the State’s tourism and major events industry and is responsible for devising and implementing strategies to grow the State’s visitor economy. Our particular focus is driving tourism and acquiring and developing major sporting and cultural events for Sydney and regional NSW. In addition, Destination NSW is the major investor in Business Events Sydney (BESydney) with the aim of securing more international conventions, incentive travel reward programs, corporate events and exhibitions.

Iconic Sydney characters welcome passengers back to Sydney, Australia

This content was issued through the press release distribution service at Newswire.com.

Attachment

Destination NSW welcome first arrivals after two years

February 21, 2022

Universities: 3 Universities From the US, China and Italy Launch ACE, a Triple Degree in Business Administration

Initiative of Luiss Guido Carli, Renmin University of China and George Washington University

Luiss Guido Carli University launch “ACE”, which stands for “America, China & Europe”, a brand new triple degree in Business Administration

Luiss Guido Carli University (Rome), Renmin University of China (Beijing) and George Washington University (Washington, DC) are launching “ACE”, which stands for “America, China & Europe”, a brand new triple degree in Business Administration which – by bringing together three different countries, with their managerial and institutional cultures – represents an absolute new entry.

ROME, Feb. 21, 2022 (GLOBE NEWSWIRE) — Luiss Guido Carli University (Rome), Renmin University of China (Beijing) and George Washington University (Washington, DC) are launching “ACE”, which stands for “America, China & Europe”, a brand new triple degree in Business Administration which – by bringing together three different countries, with their managerial and institutional cultures – represents an absolute new entry.

The highly innovative and geographically itinerant four-year ACE degree programme will give students the opportunity to obtain three degrees, one for each University, valid and recognised in the United States, China and Europe, and to aspire to positions of responsibility in multinational and global institutions. This international learning experience will allow students to immerse themselves in the economic, social and managerial culture of the three continents.

Enrolled students will spend the first year at their respective Universities learning the fundamentals of economics and management.

They will then jointly attend the second, third and fourth years in the three capitals, starting from Luiss University in Rome, moving on to Renmin University in Beijing, and concluding their studies in the United States, at George Washington University. The enrolment fees for ACE are in line with the university fees of the student’s home university for the entire duration of the course.

“The ACE degree programme, the result of a partnership between Luiss, Renmin and George Washington University, places Italy at the centre of the international higher education scene and aims to respond to the need to train ‘future-ready’ global managers capable of working and interacting in increasingly multicultural contexts,” said Luiss University Rector Andrea Prencipe. “Drawing an ideal read thread between the capitals of Rome, Beijing and Washington, in line with our Strategic Plan and an innovative educational model, means for us training professionals with a cosmopolitan character and encouraging the international mobility of talents,” he added.

“Renmin University of China, one of China’s top universities, is the first institution to introduce business education programmes in the People’s Republic of China. Our university also benefits from close industrial ties and a large alumni network,” said Liu Wei, President of Renmin University of China.

“In 2019,” he continued, “Renmin University of China and Luiss Guido Carli University jointly launched the Social Sciences Universities Network (SSUN), the first university network in the humanities and social sciences worldwide that contributes to the growth of future global leaders. This new “ACE” Global BA is a significant milestone for SSUN in exploring innovative models of talent development. What makes this triple degree programme unique is its ability to integrate the strengths of three world-class universities in the social sciences, giving graduates a strong competitive advantage in the labour market.”

For more information:
LaPresse SpA Communication and Press Office Director
Barbara Sanicola – barbara.sanicola@lapresse.it
+39 02 26305578 M +39 333 3905243

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/774bf4c9-c88f-4cf2-9cef-f9ae51366480

The photo is also available at Newscom, www.newscom.com, and via AP PhotoExpress.

February 21, 2022

Vista accelerates industry consolidation with the acquisition of AIR HAMBURG

Thomas Flohr

Vista Founder & Chairman

VISTA ACCELERATES INDUSTRY CONSOLIDATION WITH THE ACQUISITION OF AIR HAMBURG, EUROPE’S LEADING CHARTER OPERATOR

Acquisition of AIR HAMBURG strengthens Vista’s position across European and Middle Eastern markets;
On a combined basis, the transaction would see Vista increase flight hours by ~30% globally, and have a ~15% market share of the global charter market;
44 additional aircraft available to Members across VistaJet and XO fleets, bringing Vista’s total global group fleet to over 240 aircraft, including owned and managed;
Experienced AIR HAMBURG management team remaining in positions;
Transaction expected to be completed in the first half of 2022, subject to customary closing conditions and regulatory approvals;
Follows the recent successful integrations of Red Wing Aviation, Apollo Jets and Talon Air into Vista’s global infrastructure.

Dubai, February 21, 2022: Vista Global Holding (Vista), the world’s leading private aviation group, announces that it has entered into an agreement to acquire AIR HAMBURG’s operating platform and maintenance services.

Founded in 2006, AIR HAMBURG has become one of the most well-established full-service private aviation companies, flying to over 1,000 destinations in Europe alone. It is the largest private jet operator by number of flights across Europe, organizing over 18,800 flights for its clients in 2021, and it is second only to Vista in terms of hours flown, recording over 35,000 hours in 2021. As a result, Vista expects an increase of around 30% in flight hours (on a combined basis) globally following the completion of the transaction.

Thomas Flohr, Vista’s Founder and Chairman said: “Today’s announcement brings a renowned institution of the European private aviation market into the Vista group and complements our growth and service offering across Europe and the Middle East. AIR HAMBURG is an impressive, well-established and profitable business with a long-standing track record in best-in-class client service — like Vista, it is known for its reliability and consistency throughout a scaling fleet and high utilization.

“Vista’s leading flying solutions, with a business model based on a floating fleet, allows us to implement a quick, seamless integration. This is yet another demonstration of Vista’s unrivaled commitment to ensuring all our Members have access to the best value flying solutions across the world at any given moment.

Aircraft

AIR HAMBURG Embraer Lineage 1000E

It is incredibly exciting to welcome over 650 highly-skilled new colleagues to become part of the Vista family of experts at one of the most exciting times for our industry. It has been an absolute pleasure to work closely with the leadership team to ensure both companies capitalize fully on the global opportunities within the expanding private aviation market.”

The acquisition will augment Vista’s scale and fleet offering across key strategic regions and brings together two long-established reputable companies with the shared vision of delivering the most reliable and consistent flying solutions and best experiences to their Members. The merger is the latest step in Vista’s relentless transformation of the highly fragmented business aviation ecosystem. Following strong global demand for private aviation services from new and existing clients, the move builds on the recent integrations of Apollo Jets, Talon Air and Red Wing Aviation.

In addition to a thriving charter business, Vista will integrate AIR HAMBURG’s world-class EASA Part 145 maintenance hub at Baden Baden Airpark, along with its Executive Handling division and VIP lounge at Hamburg Airport which will be available for Vista Members to use.

Aircraft

AIR HAMBURG interior

Floris Helmers, AIR HAMBURG’s CEO and Managing Director said: “This is an incredible opportunity to remain at the top of the growing business aviation market. Over the last three years we have experienced strong growth, significantly increasing our market share across Europe and beyond. This cooperation between two of the largest operators means increasing our stability and securing further growth for our business, while allowing our team to showcase their strength and competencies to the most sophisticated clientele. We are looking forward to this next chapter in joining the Vista group.”

AIR HAMBURG’s growing private jet operation complements Vista’s owned fleet services, and its 44 contracted aircraft, including Lineage 1000E, Dassault Falcon 7X, and Embraer Legacy models, will be available to all Vista Members.

— Ends —

About Vista
Vista Global Holding’s (Vista) subsidiaries provide worldwide business flight services. A global group headquartered at the DIFC in Dubai, Vista integrates a unique portfolio of companies offering asset-free services to cover all key aspects of business aviation: guaranteed and on demand global flight coverage; subscription and Membership solutions; and cutting-edge mobility technology. The Group’s mission is to lead the change to provide clients with the most advanced flying services at the very best value, anytime, anywhere around the world. Vista’s knowledge and understanding of all facets of the industry deliver the best end-to-end offering and technology to all business aviation clients, through its VistaJet and XO branded services and duly licensed carriers. Vista is not a direct air carrier and does not operate or charter flights.
More Vista information and news at www.vistaglobal.com

About AIR HAMBURG
Since April 2006, the AIR HAMBURG Group has been a full-service aviation provider based in Hamburg, Germany, employing more than 650 people and consists of:

AIR HAMBURG PRIVATE JETS
AIR HAMBURG Private Jets is the main group and the largest European charter airline. Its fleet of 44 jets consists of: Lineage 1000E, Falcon 7X, Legacy 600/650/650E, Legacy 500, Praetor 600, Cessna Citation XLS+, Phenom 300/300E as well as Cessna Citation CJ3.
Over the past three years, the company has experienced strong growth, welcoming around 10 new jets per year, and significantly increasing market share. Its exceptional service has been recognized by industry bodies including the ACA Excellence Award for “best executive passenger charter operator”, and IS-BAO and Wyvern-Wingman certifications.
With a floating fleet business model, its private jets are strategically positioned around the world to provide the most streamlined service possible. Regardless of where clients are in the world, AIR HAMBURG Private Jets can have a jet with them in no time, ready to fly to any destination, even at short notice, and in hard-to-reach areas. Its Operations Control Center takes care of everything while passengers relax or plan their next meeting.
More information and news at www.air-hamburg.de

AIR HAMBURG TECHNIK
Where the ultimate efficiency and the highest standards meet. When it comes to the Embraer Lineage 1000E, Legacy 600/650/650E, Praetor 600, Legacy 500/450, the Cessna Citation XLS+ aircraft and the Embraer Phenom 300/300E — AIR HAMBURG TECHNIK are the team to call. Private aviation is a 24/7 business that requires speed and flexibility. Maintaining AIR HAMBURG Private Jets’ fleet of more than 40 aircraft has bolstered experience in highly responsive support.
The EASA Part 145 maintenance organization is based at Karlsruhe/Baden EDSB airport. Located in the heart of Europe, the base has hangarage, line and heavy maintenance, aircraft special tooling, testing equipment, and a parts logistics centre.
More information and news at www.ahtechnik.de

Contacts
press@vistaglobal.com

Vista Global Holding Limited (“Vista”) does not own or operate any aircraft. All flights are performed by FAA-licensed/DOT-registered EASA or U.S. certified Vista group direct air carriers and/or partner operators. Vista holds non-controlling minority stakes in XOJET Aviation, GMJ Air Shuttle, Red Wing Aviation and Talon Air.

Attachments

February 21, 2022

Statement Regarding Possible Offer for Clipper Logistics plc

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 IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE “TAKEOVER CODE”) AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE TAKEOVER CODE AND THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

GREENWICH, Conn., and LONDON, Feb. 20, 2022 (GLOBE NEWSWIRE) — The Boards of Clipper Logistics plc (“Clipper”) and GXO Logistics, Inc. (“GXO”) are pleased to announce that they have reached agreement on the key terms of a possible cash and share offer for Clipper by GXO (the “Possible Offer”).

The Board of Clipper has confirmed to GXO that, should a firm offer be made on the financial terms of the Possible Offer, it is minded to recommend it unanimously to Clipper shareholders, subject to the agreement of other customary terms and conditions.

Any announcement by GXO of a firm intention to make an offer for Clipper remains subject to the satisfaction or waiver (by GXO) of a number of customary pre-conditions, including, inter alia, completion of confirmatory due diligence, agreement of the detailed terms of the Possible Offer and finalising the securing of debt financing.

Terms of the Possible Offer

The Possible Offer is to acquire each Clipper ordinary share for a combination of cash and new GXO shares (to be issued on the basis of the Exchange Ratio as defined below) as follows:

690 pence in cash; and
such number of new GXO shares as would imply a valuation of 230 pence based on the trailing GXO 3-month volume weighted average price and a trailing 3-month average USD/GBP exchange rate (the “Exchange Ratio”) in each case calculated for the period ending on the last practicable date prior to any firm offer announcement,

(the “Possible Offer Terms”).

Accordingly, on the basis of the Exchange Ratio set out above, the Possible Offer will imply a total valuation of 920 pence per Clipper ordinary share.

Clipper shareholders should note that the total value of the Possible Offer at the point of announcement of a firm offer may be different from that implied by the Exchange Ratio. For example, if the Exchange Ratio were to be determined on the day of this announcement the Possible Offer would, using the price of a GXO share at the close of business on 18 February 2022, value each Clipper ordinary share at 901 pence.

GXO is intending to offer a mix and match facility to Clipper shareholders under which Clipper shareholders may elect, subject to availability, to vary the proportions in which they receive new GXO shares and cash in respect of their holdings in Clipper shares.

GXO has received irrevocable undertakings to vote in favour of an offer (and to elect to receive 50 per cent of their consideration in shares) made on the financial terms of the Possible Offer from, in aggregate, the holders of 23,889,180 Clipper shares, representing approximately 23.31 per cent. of Clipper’s issued share capital, including from Steve Parkin, Executive Chairman, Tony Mannix, CEO, and David Hodkin, CFO, in respect of their entire holdings of Clipper shares.

The irrevocable undertakings remain binding in the event of a competing offer. Full details of the irrevocable undertakings are set out below.

A compelling strategic combination which significantly increases the opportunities for both businesses in the high-growth e-commerce/e-fulfilment areas, creating significant value for all stakeholders:

Enhances GXO’s position as a successful, innovative and well-capitalised pure-play logistics leader;
Combines highly complementary service offerings, customer portfolios, and footprints in the UK and Europe, enabling significant cross selling of capabilities across a large combined customer base;
Brings together two natural partners with a very strong cultural fit; GXO is committed to protect and build on Clipper’s entrepreneurial approach for the benefit of both businesses and their employees and intends to safeguard the existing employment rights, including pension rights of Clipper employees;
Offers significant productivity opportunities, taking advantage of technology and infrastructure overlap in the joint enterprise.

Benefits for GXO shareholders:

Enables enhanced offerings by combining GXO’s complementary capabilities with Clipper’s, including its technology returns and repairs expertise, enabling GXO to strengthen its offering to an expanded universe of clients in the fast-growing e-commerce/e-fulfilment area;
Adds customers in the e-commerce/fulfilment space where GXO can leverage its existing platform to further diversify and expand its customer base;
Significant cost synergies based on procurement, and other operational overlap that can be realised within two years from transaction close;
Adds geographic presence in Germany and Poland as well as vertical presence in life sciences, which are key growth areas;
Enhances GXO’s ESG leadership position given Clipper’s reverse logistics and circular economy offerings and its robust internal targets to minimise carbon emissions and waste;
GXO believes the structure of the Possible Offer will allow GXO to maintain its investment grade credit rating.

Benefits for Clipper shareholders:

A highly attractive valuation, providing a material cash component, plus the opportunity for all Clipper shareholders to participate in the significant future potential upside of the combination through the ownership of GXO shares;
Possible Offer represents a premium of approximately:
- 49% to the closing price of Clipper shares on 27 January 2022, the day before the Possible Offer was made;
- 28% to the Clipper share price of 720 pence on 10 February 2022;
- 32% to the Clipper 3 month volume weighted average price on 18 February 2022;
- 18% to the Clipper share price of 777 pence on 18 February 2022; being the last business day before this announcement.

This announcement is released by Clipper Logistics plc and contains inside information for the purposes of the Market Abuse Regulation (EU) 596/2014 (“MAR”). Upon the publication of this announcement, this information is considered to be in the public domain. For the purposes of MAR, this announcement is being made on behalf of Clipper Logistics plc by David Hodkin, Chief Financial Officer.

About Clipper

Clipper, which is premium listed on the Main Market of the London Stock Exchange, is an omni-channel retail logistics specialist, which provides value-added, consultancy-led services to its blue-chip client base. Clipper is a UK leader in its areas, with a long-standing customer base in e-fulfilment, fashion and high-value logistics.

For the six months ended 31 October 2021, 68% of Clipper’s logistics revenue was generated from e-fulfilment and returns management activities and for the year ended 30 April 2021 93% of revenue within UK logistics was derived from open book or minimum volume guarantee contracts, giving the business a high level of contractual certainty.

Clipper has developed specialist services to support its customers in their ever-complex supply chains and to ensure that product is ready for sale in the most efficient and cost-effective manner. It has developed a high value-add electronic product repair capability, which Clipper complemented with the acquisition of Netherlands-based CE Repair as announced on 29 November 2021.

In addition to its presence in the UK, Clipper has an increasing presence in mainland Europe, with operations in Poland, Germany, the Republic of Ireland, the Netherlands and Belgium.

For the year ended 30 April 2021, Clipper generated revenue of £696 million, underlying EBITDA of £43 million on an IAS 17 basis and £82 million on an IFRS 16 basis, underlying EBIT of £31 million on an IAS 17 basis and £40 million on an IFRS 16 basis. As at 31 October 2021, Clipper had net debt of £11 million on an IAS 17 basis.

About GXO

GXO is the largest pure-play contract logistics provider in the world and a foremost innovator in the logistics industry. It was a spin-off from XPO Logistics, Inc in August 2021 and is now separately listed on the New York Stock Exchange with a market capitalisation of $9.3 billion as at close of business on 18 February 2022.

GXO provides high-value-add warehousing and distribution, order fulfilment, ecommerce, reverse logistics, and other supply chain services differentiated by its ability to deliver technology-enabled, customised solutions at scale. GXO’s revenue is diversified across numerous verticals and customers, including many multinational corporations.

GXO’s customers rely on it to move their goods with high efficiency through their supply chains – from the moment inbound goods arrive at its logistics sites, through fulfilment and distribution and, in an increasing number of cases, the management of returned products. GXO’s customer base includes many blue-chip leaders in sectors that demonstrate high growth or durable demand over time, with significant growth potential through customer outsourcing of logistics services.

As part of its growth strategy, GXO intends to develop additional business in consumer and other verticals where it already has deep expertise, prominent customer relationships and a strong track record of successful performance. GXO also intends to expand into new verticals by leveraging its capacity and technological strengths, and by marketing the benefits of its proprietary platform for warehouse operations. GXO uses this technology to manage advanced automation, labour productivity, safety and the complex flow of goods within sophisticated logistics environments.

For the year ended 31 December 2021, GXO generated revenue of US$7.9 billion and net income attributable to common shareholders of US$153 million. Additional information on GXO’s latest financial results can be found at https://investors.gxo.com/.

Important Takeover Code notes

There is no certainty any offer will be made even if the pre-conditions are satisfied or waived.

This announcement has been made with the consent of GXO.

In accordance with Rule 2.6(a) of the Takeover Code, GXO is required, by not later than 5.00 p.m. on 20 March 2022, to either announce a firm intention to make an offer for Clipper in accordance with Rule 2.7 of the Takeover Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Takeover Code applies. This deadline can be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Takeover Code.

GXO reserves the right to make an offer for Clipper on less favourable terms than those set out in this announcement: (i) with the agreement or recommendation of the Clipper Board; or (ii) if a third party announces a firm intention to make an offer for Clipper which, at that date, is of a value less than the value implied by the Possible Offer. GXO reserves the right to introduce other forms of consideration and/or vary the mix or composition of consideration of any offer. GXO reserves the right to implement the transaction through or together with a subsidiary of GXO or a company which will become a subsidiary of GXO. GXO reserves the right to adjust the terms of the Possible Offer to take account of the value of any dividend or other distribution which is announced, declared, made or paid by Clipper after the date of this announcement.

Enquiries

GXO Media

Matthew Schmidt (US)		+1 (203) 307 2809 matt.schmidt@gxo.com

Kat Kalinina (UK)		07974 594 467 ekaterina.kalinina@gxo.com

Rothschild & Co (Financial adviser to GXO)		020 7280 5000

Neil Thwaites
Alexander Mitteregger

Numis (Financial adviser and Corporate Broker to Clipper)		020 7260 1000

Stuart Skinner
Stuart Ord
Kevin Cruickshank
William Wickham

Buchanan (Public Relations Advisers to Clipper)		07798 646 021 07754 941 250
David Rydell
Stephanie Whitmore
Hannah Ratcliff

Sources and bases

In this announcement:

the closing price of Clipper shares on 27 January 2022, the day before the Possible Offer was made was 617 pence;
the Clipper 3 month volume weighted average price as at 18 February 2022 is 698.58 pence;
on 18 February 2022 GXO’s closing share price was US$81.21 and the USD/GBP exchange rate was 0.7359;
the trailing GXO 3-month volume weighted average price for the period up to 18 February 2022 is US$87.42 and the trailing 3-month average USD/GBP exchange rate is 0.7436;
Clipper’s underlying EBITDA of £82 million on an IFRS 16 basis for the year ended 30 April 2021 is calculated as underlying EBIT of £40 million plus depreciation of property, plant and equipment of £5 million plus depreciation of right-of use-assets of £36 million plus amortisation and impairment of computer software of £1 million (all on an IFRS 16 basis).

The trailing GXO 3-month volume weighted average price and the trailing 3-month average USD/GBP exchange rate used to determine the Exchange Ratio will be derived from Bloomberg based on the period of 3 calendar months up to the last practicable date prior to any firm offer announcement.

Important 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 GXO and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than GXO for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Numis Securities Limited (“Numis”), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as Financial Adviser exclusively for Clipper and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Clipper for providing the protections afforded to clients of Numis, nor for providing advice in relation to any matter referred to herein.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position disclosure or a dealing disclosure.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at www.clippergroup.co.uk by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at www.GXO.com by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Rule 2.9 information

In accordance with Rule 2.9 of the Takeover Code, as at the close of business on 18 February Clipper’s issued share capital consisted of 102,463,083 ordinary shares of 0.05 pence each (and Clipper does not hold any shares in treasury). The International Securities Identification Number for Clipper’s ordinary shares is GB00BMMV6B79.

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 Clipper 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 Clipper who are not resident in the United Kingdom will need to inform themselves about, and observe any applicable requirements.

Notice to US Clipper Shareholders

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Offeror or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Offeree Shares outside the United States, other than pursuant to the Offer, before or during the period in which the Offer, if made, remains open for acceptance. 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 and will be available on the London Stock Exchange website, www.londonstockexchange.com.

This announcement is not an offer of securities for sale in the United States. No offer of securities shall be made in the United States absent registration under the U.S. Securities Act of 1933, as amended the “‘Securities Act”), or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. Any securities issued as part of a transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the Securities Act. Any transaction will be made solely by means of a scheme document published by Clipper, or (if applicable) pursuant to an offer document to be published by GXO, which (as applicable) would contain the full terms and conditions of the transaction. Any decision in respect of, or other response to, the transaction, should be made only on the basis of the information contained in such document(s). If GXO ultimately seeks to implement the transaction by way of a takeover offer, that offer will be made in compliance with applicable US laws and regulations.

Forward looking statements

This document contains “forward-looking statements”. These statements are based on the current expectations of the management of GXO and/or Clipper and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained in this document include statements relating to the expected effects of the Offer on Clipper and/or GXO, the expected timing and scope of the Offer, and other statements other than historical facts. Forward-looking statements include statements typically containing words such as “will”, “may”, “should”, “believe”, “intends”, “expects”, “anticipates”, “targets”, “estimates” and words of similar import. Although Clipper and/or GXO believes that the expectations reflected in such forward-looking statements are reasonable, Clipper and/or GXO can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward looking statements. These factors include: local and global political, business and economic conditions, including changes in the financial markets; significant price discounting by competitors; changes in consumer habits and preferences; foreign exchange rate fluctuations and interest rate fluctuations (including those from any potential credit rating decline); legal or regulatory developments and changes; the outcome of any litigation; the impact of any acquisitions or similar transactions; competitive product and pricing pressures; success of business and operating initiatives; changes in the level of capital investment; market related risks and developments pertaining to the industry in which Clipper operates; the impact of external events, such as pandemics or natural disasters, including the ongoing impact of COVID-19 and changes to current expectations as to the rate of economic recovery therefrom; and the impact of a cyber security breach. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Neither Clipper and/or GXO nor any of its affiliated companies undertakes any obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.

Details of irrevocable undertakings

The following Clipper shareholders have given irrevocable undertakings to GXO to (i) vote in favour of the Possible Offer at any court meeting (or, in the event that the Possible Offer is implemented by way of a takeover offer rather than a scheme of arrangement, accept the takeover offer); and (ii) elect to receive 50 per cent. of their consideration in new GXO shares, in relation to the following Clipper shares:

Name	Number of Clipper shares held directly or beneficially	Percentage of issued ordinary share capital of Clipper
Steve Parkin	15,128,000	14.76%
Sean Fahey	4,070,000	3.97%
Gurnaik Chima	3,000,000	2.93%
George Turner	650,428	0.63%
David Hodkin	600,376	0.59%
Tony Mannix	440,376	0.43%

The obligations of the relevant Clipper Shareholders under the irrevocable undertakings shall remain binding in the event of a competing offer for Clipper and shall only cease to be binding if:

an announcement by GXO of a firm intention to make an offer for Clipper is not released by 7 a.m. on 15 April 2022 or such later date as GXO and Clipper may agree;
GXO announces that it does not intend to make or proceed with the Possible Offer and no new, revised or replacement offer is announced in accordance with Rule 2.7 of the Code at the same time;
if the Possible Offer lapses or is withdrawn and no new, revised or replacement offer has been announced, in accordance with Rule 2.7 of the Code, in its place or is announced, in accordance with Rule 2.7 of the Code, at the same time; or
any competing offer for the entire issued and to be issue share capital of Clipper becomes or is declared wholly unconditional or, if proceeding by way of a scheme of arrangement, becomes effective.

The irrevocable undertakings shall apply to:

the Possible Offer only if it is made (i) on the Possible Offer Terms; (ii) with the recommendation of the board of directors of Clipper; or (iii) as otherwise agreed in writing; and
any new, increased, renewed or revised firm offer (under Rule 2.7 of the Code) made by GXO provided that its terms are: (i) in the reasonable opinion of Clipper’s financial adviser, at least as favourable to Clipper’s shareholders as the Possible Offer Terms and/or the terms described in the announcement by GXO of a firm intention to make an offer for Clipper (as applicable); or (ii) recommended by the board of directors of Clipper.