DX (Group) plc ("DX") is an independent mail, parcels and logistics end to end network operator in the UK and Ireland (Eire) established in 1975, delivering approximately 170 million items in 2013. DX provides next day delivery services for mail, parcels and 2-Man deliveries to business and residential addresses nationwide, for both public and private sector companies. In particular, DX specialises in next day or scheduled delivery of time sensitive, mission critical and high value items for B2B and B2C customers. In March 2012, DX acquired Nightfreight, subsequently named DX Freight, a specialist in the field of irregular dimension and weight freight in the UK B2B and B2C markets with over 7 million deliveries per annum.


IPO Date - 27/02/2014
DX.:LSE is traded on the London Stock Exchange Alternative Investment Market (Aim)

https://www.thedx.co.uk/

GCM Partners II L.P. > 3%

Preliminary results for the year ended 30 June 2016

KEY POINTS

Financial

· FY results in line with revised management expectations and reflect the impacts outlined in H1

· Revenue of £287.9m (2015: £297.5m)

· EBITDA of £18.0m (2015: £33.7m)

· Adjusted* profit before tax and exceptional items of £11.5m (2015: £26.7m)

· Exceptional (non-recurring) items of £92.1m - includes goodwill impairment of £88.4m (2015: nil) as announced with the interim results, a non-cash charge which reflected challenging industry conditions and profit decline

· Reported loss before tax of £82.7m (2015: profit of £24.8m)

· Adjusted* EPS of 4.9p (2015: 10.9p) / Reported loss per share of 42.1p (2015: EPS of 9.9p)

· Net debt at 30 June 2016 of £9.8m (2015: £1.8m)

· Proposed final dividend of 1.5p per share (2015: 4.0p), subject to shareholder approval and in line with Board's commitment to full year dividend of 2.5p per share

Operations

· Strong focus on addressing the trading issues of H1 including:
- DX Exchange; H2 renewals in line with management expectations
- Driver resourcing issues; now stabilised but ongoing higher costs reflect continuing shortages of CPC-qualified drivers

· Continued progress with 'OneDX' programme - including network development and IT infrastructure investment

· Ongoing improvements to customer service including launch of 'DX Parcel Exchange' service, a market-leading 'pick up and drop off' solution

· Planning appeal submitted and public consultations commenced in respect of a revised proposal for potential new central hub in the West Midlands

· Post period, further targeted investment in IT and sales

· Outcome of HMPO contract tender expected by the end of November

· Daljit Basi appointed to the Board as Finance Director - see separate announcement

· Integration of Legal Post and First Post resumed after lifting of CMA's Initial Enforcement Order

* Adjusted profit before tax and adjusted EPS exclude amortisation of intangibles and exceptional items






Petar Cvetkovic, Chief Executive Officer, commented:

"It has been a challenging year, with the specific trading pressures we reported in the second quarter of the year having a substantial impact on profitability. Our focus has been on responding to these pressures while also driving forward our 'OneDX' programme and further improvements to our already high levels of customer service.

We continue to take positive steps to address the Group's performance and to support this we are making further targeted investment in IT and sales. While there are still uncertainties ahead as we await the outcome of the HMPO tender process and our planning appeal, we have confidence that our business transformation plans will deliver long term benefits."

Board Appointment

Numis Hold 21.25 23.00 23.00 Retains

Cantor Fitzgerald Hold 21.25 23.00 23.00 Reiterates

Gatemore Capital -> 5%

Posting of Accounts & Notice of AGM

DX, the leading independent parcels, mail and logistics network operator, announces that its Annual General Meeting, which is to be held on 6 December 2016 at DX House, Ridgeway, Iver, Bucks, SL0 9JQ, will now start at the revised time of 10.30am.

HMPO Contract and Trading Update

DX, the independent parcels, mail and logistics operator, announces the outcome of the tender process for the contract with Her Majesty's Passport Office ("HMPO") and provides an update on current trading, including its planning appeal and revised proposal for a new distribution centre in the West Midlands.

Following the conclusion of the tender process for the Home Office contract covering secure delivery services for HMPO, UK Visas and Immigration, National Crime Agency and General Register Office, the Company has been notified that it has been provisionally awarded the contract, which remains subject only to the finalisation of documentation. The contract is for an initial two year period and may be extended by up to two years.

Trading conditions over the first half of the financial year have remained challenging and there has been margin pressure mainly resulting from a change in revenue mix. Nonetheless, with a number of major new contracts due to commence and an encouraging pipeline of new business opportunities under active negotiation, management remains focused on meeting its existing expectations for the full year.

The Company's planning appeal and revised application to develop a new central hub in the West Midlands remains under consideration by the local authority and DX now expects a decision by mid-February. A further update on this will be provided in due course.

Petar Cvetkovic, Chief Executive Officer of DX, said:

"We are very pleased to have retained the Home Office contract in this tender process. We are proud to have provided a high quality service to HMPO for over a decade, setting market-leading standards of security and care during this time, and we look forward to building on these achievements.

Trading pressures remain in the business but we are focused on meeting management expectations for the full year and are encouraged by both the new contracts due to start and by the pipeline of new business opportunities under active negotiation."

Numis Under Review 19.50 - - Under Review

Interims due on 1st March.

If they are still here. Thought they were set to recover.

Requisition of General Meeting

DX announces that it has received on behalf of Gatemore Capital Management LLP (the "Requisitionist"), the beneficial owner of in excess of 11 per cent. of the paid up capital of the Company carrying voting rights at general meetings of the Company, a notice, pursuant to sections 168 and 303 of the Companies Act 2006 (the "Act"), requisitioning a general meeting of the Company's shareholders (the "Requisition").

The Requisition proposes resolutions to replace the two current Non-executive Directors of the Company, being Bob Holt and Paul Murray, with the following four individuals, Ron Series, Paul Goodson, Russell Black and Lloyd Dunn. The Requisition further proposes that Ron Series be appointed as Chairman of the Company. If such resolutions are passed, all of the Company's Non-executive Directors will have been proposed by the Requisitionist.

The Board of Directors currently intends, in accordance with section 304 of the Act, to call such a general meeting within 21 days of the receipt of the Requisition and to provide for such meeting to be held on a date not more than 28 days after the date of the notice of such meeting.

Shareholders are advised to take no action at this time. Further announcements will be made in due course.

Response to Requisition Notice

The Board of DX is disappointed by the decision taken by Gatemore Capital Management LLP ("Gatemore") to requisition a general meeting of the Company. The Company believes it has an open and constructive dialogue with its shareholders and, at this stage, outside of Gatemore's proposal to replace DX's two existing Non-executive Directors, the Board is unclear as to Gatemore's intended objectives in requisitioning a meeting.

As announced in early February, the Board has commenced a wide-ranging review of the Company's operations with a view to driving revenues and improving its financial performance. The Board is pleased with the progress being made in this regard and with its wider initiatives. In addition, it has strengthened the Company's Senior Management Team with a number of new appointments, including Nick Cullen as Chief Operating Officer. Ian Gray, a highly experienced business transformation specialist, has also been acting as a consultant to the Board since mid-January.

The Company will be reporting on the half year ended 31 December 2016 on 31 March 2017 when a further update on its progress will be given. In the intervening period, the Board will continue to pursue current initiatives to the benefit of shareholders and views Gatemore's requisition notice as disruptive to management efforts and focus.

As previously confirmed, the Board of Directors currently intends, in accordance with section 304 of the Act, to call such a general meeting within 21 days of the receipt of the Requisition and to provide for such a meeting to be held on a date not more than 28 days after the date of the notice of such meeting.

Shareholders are advised to take no action at this time. Further announcements will be made in due course.

Major New Contract Win

DX, the independent parcels, mail and logistics operator, is delighted to announce that it has won a major contract worth in excess of £10m per annum providing bespoke logistic services for Avon UK, the leading beauty company. The contract, which is now underway, was awarded after a lengthy competitive tender process and is for an initial 3-year term. The win underpins management's existing expectations of the Company's performance in the current financial year.

Avon will benefit from DX's integrated capability, which will provide for an enhanced customer service experience.

Petar Cvetkovic, Chief Executive Officer of DX said:

"We are pleased to have secured this major new contract with Avon UK. The bespoke logistics solution we have designed for Avon reflects our customer-centric approach and highlights the 'OneDX' capability. Our services are now underway and should provide for more efficient and flexible deliveries and ultimately an improved customer experience."

Interim Results

KEY POINTS

Financial

· Revenue of £142.7m (2015: £141.6m)


· EBITDA of £3.9m (2015: £5.6m) / Adjusted* PBT of £0.6m (2015: £2.4m)


· Reported LBT of £29.3m (2015: £87.1m) - after exceptional items of £28.8m, relating mainly to goodwill impairment (2015: £88.4m)


· Loss before tax and exceptional items of £0.5m (2015: £1.3m profit)


· Adjusted* EPS of 0.5p (2015: 1.1p) / Reported LPS after exceptional items of 14.4p (2015: 43.6p)


· Wide-ranging review of the Company's operations underway to improve financial performance and increase revenues


· Refinancing terms agreed which better match the needs of the business


Operations

· Change in overall revenue mix resulted in lower average margin


· Parcels & Freight revenue increased by 2.8% to £80.3m:
- Strong volume growth at DX 2-Man but flat growth in DX Courier and DX 1-Man

· Mail & Packets revenue declined by 3.6% on a like-for-like basis but is up 1.0% overall at £55.5m:
- Decrease in DX Exchange was in line with management expectations
- Growth in DX Secure was below targeted levels
- Addition of Legal Post and First Post, acquired in May 2016, added £2.6m of revenues

· Logistics revenue decreased by £1.7m to £6.9m but prior year included £4.3m of low margin discontinued contracts. Significant wins:
- Three year contract with Avon UK post period - worth in excess of £10m p.a.
- IKEA relationship is expanding


· 'OneDX' network optimisation and development programme experienced short term operational issues with a co-location, resulting in temporary higher costs:
- A further major site consolidation project was completed - at Norwich
- Both projects will drive customer service benefits and efficiencies

· Management is considering its options on a new hub with stakeholders


· Management team significantly strengthened, and business transformation specialist has been working with the Company since mid-January


· Current trading is in line with management expectations


· The Board is in discussions with John Menzies plc regarding the potential combination of DX and the distribution business of John Menzies plc - see separate announcement
- A further announcement will be made when appropriate


* Adjusted profit before tax and adjusted EPS exclude amortisation of acquired intangibles and exceptional items


Petar Cvetkovic, Chief Executive Officer, commented:

"Results have been impacted by the trading pressures reported in February and we have since initiated a wide-ranging review of the Company's operations to improve financial performance and drive revenues. We have also significantly strengthened our senior management team and have been working with a business transformation specialist since mid-January.

"We are pleased with progress with recent initiatives and are encouraged by recent new business wins, including our major contract with Avon UK. Our pipeline of new business is also currently standing at its strongest level in recent years.

"The Board remains highly focused on implementing measures to turnaround business performance and in addition is currently in discussions regarding the potential combination of DX and the Distribution division of John Menzies. We believe that the combination of the businesses has strong strategic logic for all stakeholders and represents an opportunity to deliver significant value to both companies' shareholders. We will provide a further update in due course."

Re: John Menzies' Distribution Division

Potential combination of DX and John Menzies' Distribution division



The boards of DX (Group) plc ("DX") and John Menzies plc ("John Menzies") today announce that they are in discussions regarding the potential combination of DX and John Menzies' Distribution division ("Menzies Distribution") (the "Transaction" and together the "Enlarged Group").

The boards of DX and John Menzies believe that the combination has strong strategic logic for all stakeholders and represents an opportunity to deliver significant value to both companies' shareholders. The boards of DX and John Menzies believe that the combination would benefit the customers of DX and Menzies Distribution through the creation of a logistics and parcel carrier of enhanced scale and capability operating through a 24 hour UK wide logistics network. Based on a preliminary joint assessment, the boards of DX and John Menzies estimate that the combination would generate cost synergies in the range of £8 million to £12 million per annum.

It is currently envisaged that the Transaction would be effected by DX acquiring Menzies Distribution for consideration, on a cash and debt free basis, comprising £60 million in cash and the issue of new DX ordinary shares (the "New DX Shares") representing 80% of DX's issued share capital as enlarged by the Transaction. The cash consideration will be satisfied by new borrowings by the Enlarged Group.

As part of the Transaction, it is proposed that approximately 17% of John Menzies' defined benefit pension scheme would transfer to the Enlarged Group. John Menzies' pension scheme would receive New DX Shares amounting to up to 5% of DX's issued share capital as enlarged by the Transaction as part of the transfer arrangements agreed with the John Menzies pension trustees.

It is intended that the balance of the New DX Shares would be issued by DX to John Menzies' shareholders pro rata to their holdings of shares in John Menzies at the relevant date. On this basis, current DX shareholders would own, in aggregate, 20% of DX's issued share capital, John Menzies shareholders would own, in aggregate, at least 75% of DX's issued share capital and up to 5% of DX's issued share capital would be owned directly by John Menzies' pension scheme.

The boards of DX and John Menzies believe the proposed Transaction structure enables both DX and John Menzies shareholders to share in the significant value created by the combination of DX and Menzies Distribution, whilst increasing significantly the liquidity of DX's ordinary shares and enabling the divestment of Menzies Distribution into a separately quoted company in line with John Menzies' strategy.

On completion of the Transaction, it is intended that the composition of the board of the Enlarged Group would comprise a new chairman and new independent non-executive directors. Greg Michael and Paul McCourt, currently Managing Director and Finance Director, respectively, of Menzies Distribution, would become Group Chief Executive Officer and Chief Financial Officer of DX. Daljit Basi, currently Finance Director of DX, will become an Executive Director.

The Boards of DX and John Menzies currently anticipate the Transaction will be completed during the summer of 2017. Discussions are ongoing and there can be no certainty that a transaction will occur.

Zeus Capital is acting as financial adviser to DX and Rothschild is acting as financial adviser to John Menzies.

Greg Michael (Managing Director of Menzies Distribution) was appointed Managing Director of Menzies Distribution on 1 January 2017. He has previously held senior positions in DHL and Deutsche Post and has a successful track record in managing and driving companies' growth performance within the logistics sector.

Paul McCourt (Finance Director of Menzies Distribution) joined Menzies Distribution in 2014 from Ingenico Northern Europe and Iberia where he was Finance and Operations Director. Before that Paul spent 10 years with PricewaterhouseCoopers as a senior manager followed by 3 years at Grant Thornton as a Director.

If the Transaction proceeds, it will constitute a reverse takeover by DX in accordance with Rule 14 of the AIM Rules for Companies. Accordingly, ordinary shares in DX are expected to be suspended from trading on AIM as of 7.30am today, pending either publication of an admission document containing detailed information on the proposed transaction in accordance with AIM Rule 14 or the termination of discussions regarding the proposed transaction.

A further announcement will be made when appropriate.

Update on the proposed combination of DX and John Menzies' Distribution division.

Further to the announcement made on 31 March 2017 by DX (Group) plc ("DX") and John Menzies plc ("John Menzies") regarding the potential combination of DX and John Menzies' Distribution division ("Menzies Distribution" and, together with DX, the "Enlarged Group") (the "Transaction"), the boards of DX and John Menzies today announce agreed revised terms of the Transaction.

The boards of DX and John Menzies continue to believe that the combination has strong strategic logic for all stakeholders and that the Transaction, on the agreed revised terms, represents an opportunity to deliver significant value to both companies' shareholders. The boards of DX and John Menzies believe that the combination would benefit the customers of DX and Menzies Distribution through the creation of a logistics and parcel carrier of enhanced scale and capability operating through a 24 hour logistics network across the UK and Ireland. Based on a joint assessment, the boards of DX and John Menzies estimate that the combination would generate cost synergies of around £10 million per annum.

Under the revised terms of the Transaction, it is envisaged that DX would acquire Menzies Distribution for consideration, on a cash and debt free basis, comprising £40 million in cash and the issue of new DX ordinary shares (the "New DX Shares") representing 65% of DX's issued share capital as enlarged by the Transaction. The cash consideration would be satisfied by new borrowings by the Enlarged Group.

On this basis, on completion of the Transaction, current DX shareholders would therefore own, in aggregate, 35% of DX's enlarged issued share capital. It is intended that the New DX Shares would be issued by DX to John Menzies' shareholders pro rata to their holdings of shares in John Menzies at the relevant date such that John Menzies shareholders would own, in aggregate, 60% of DX's enlarged issued share capital and 5% of DX's enlarged issued share capital would be owned directly by John Menzies' pension scheme as retained by John Menzies.

As previously announced, it is proposed that approximately 17% of John Menzies' defined benefit pension scheme would transfer to the Enlarged Group as part of the Transaction. The receipt by John Menzies' pension scheme, as retained by John Menzies, of 5% of DX's enlarged issued share capital is part of the transfer arrangements agreed with the John Menzies pension trustees.

In addition, the boards of DX and John Menzies recognise the importance of a dividend to shareholders of the Enlarged Group. It is intended that the Enlarged Group will reinstate the payment of a regular dividend on completion of the Transaction, taking into account the leverage, earnings growth and investment requirements of the business.

Alongside the Transaction, John Menzies intends to raise gross proceeds of approximately £30 million by way of a conditional cash placing of new John Menzies shares primarily to institutional investors, the proceeds of which would be retained by John Menzies post completion of the Transaction.

The boards of DX and John Menzies believe the proposed Transaction structure enables both DX and John Menzies shareholders to share in the significant potential value created by the combination of DX and Menzies Distribution, whilst increasing substantially the liquidity of DX's ordinary shares and enabling the divestment of Menzies Distribution into a separately quoted company in line with John Menzies' strategy. The boards of DX and John Menzies believe respectively that the Transaction would create strategically focussed companies, each of which would have a strong balance sheet and the financial resources to invest in the future of their respective businesses for the benefit of each company's stakeholders.

In light of the revised terms, GCM Partners II, L.P., acting by its investment manager Gatemore Capital Management LLP ("Gatemore"), which is the beneficial owner of 21.3% of DX's issued share capital, has entered into an irrevocable undertaking with DX, dated 4 June 2017, to vote in favour of the resolutions implementing the Transaction at the general meeting of DX shareholders to be held to approve the Transaction in due course.

The Transaction would be subject, inter alia, to the approvals of both DX and John Menzies shareholders at respective general meetings.

The boards of DX and John Menzies continue to anticipate the Transaction will be completed during the summer of 2017. Discussions are ongoing and there can be no certainty that a transaction will occur.

Bob Holt, Chairman of DX, and Dermot Smurfit, Chairman of John Menzies, said:

"We are pleased to have reached this agreement and believe that the revised terms of the proposed transaction represent an attractive opportunity for all stakeholders of both companies."

Investigation by the City of London Police

The Board of DX announces that it has been notified by the City of London Police Economic Crime Directorate ("City of London Police") of an allegation that has been made against the Company which has resulted in the commencement of a preliminary investigation centred on the DX Exchange operations.

The investigation is at a very early stage. The Board of DX received the details of the allegation on 7 June 2017 and is co-operating fully with the City of London Police.

A further announcement will be made when appropriate.

Response to DX (Group) plc announcement

The Board of John Menzies plc ("John Menzies") notes the announcement made this morning by DX (Group) plc.

The Board of John Menzies is considering its position and will make a further announcement as and when appropriate.

Board Appointment

DX, the independent parcels, mail and logistics operator, is pleased to announce the appointment of Ian Gray to the Board as a Non-executive Director with effect from 1 July 2017.

As previously reported, Ian Gray, FCA, has been working with the Board since mid-January and has extensive experience in advising companies on business transformation and strategy development. Over the past 20 years, he has provided high-level counsel to UK companies across a range of industry sectors, including distribution, retail and food production. He is currently Chairman of Avicenna plc, the UK's largest independent pharmacy support group, and of Atlantic Holdings Limited, a world-leading media production company. Until very recently, he was a Director of KM (Holdings) Limited, the regional newspaper group.

Bob Holt, Chairman, commenting on Ian's appointment said:

"We are delighted to announce the appointment of Ian Gray as a Non-executive Director. Ian has become increasingly involved with DX since he started working with us and his skills and experience have made a valuable contribution at Board level. This appointment formalises his role and strengthens the Board. We look forward to working with him in his new capacity."