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22 November 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
Lavendon Group plc
("Lavendon" or the "Company")
Response to TVH Group N.V. Announcement
The Board of Lavendon (LSE: LVD) notes the announcement issued earlier today by TVH Group N.V. ("TVH") with respect to an unrecommended cash offer for the entire issued and to be issued share capital of the Company.
The Board confirms that it received an unsolicited approach from TVH after Lavendon's Half Year Results in August 2016. Following preliminary discussions, a non-binding proposal was received on 16 October 2016 from TVH regarding a possible cash offer for Lavendon to be effected by way of a Scheme of Arrangement and subject to certain pre-conditions including a limited amount of due diligence and the support of Lavendon's major shareholders. Following further negotiations and once the limited due diligence was complete, TVH sought the support of Lavendon's major shareholders. Following discussions with these shareholders, TVH indicated that a price of
Having consulted with certain of the shareholders approached by TVH, it was apparent that the level of support anticipated was not forthcoming. Consequently, the Board unanimously concluded that it was unable to proceed with a recommended offer, regardless of the proposed offer structure, due to concerns over the significant execution risk and the potential disruption to Lavendon's business. The Board subsequently encouraged TVH to approach additional shareholders to establish whether TVH could secure further support but they declined to do so.
Lavendon is in robust health, well positioned across diverse geographic markets, with strong revenue growth, profits, cash flow and ROCE and a clear strategic direction to deliver substantial shareholder value over the medium term.
On 15 November 2016, Lavendon issued its third quarter trading update, in which Don Kenny, Lavendon's Chief Executive, commented:
"The Group's trading performance has continued to deliver strong revenue growth through the third quarter. This growth reflects the benefits of our strategic investment programmes in both 2015 and 2016 to strengthen our market positions in all regions, together with the further operational improvements we have made to support the delivery of our growth plans.
"The Board is encouraged by the trading performance to date, and as a consequence of the favourable translational impact on our overseas earnings from the continuing weakness of Sterling, we expect the Group's results to be marginally ahead of our original expectations for 2016."
The Lavendon Board advises shareholders to take no action at this stage.
A further announcement will be made in due course.
Rule 2.9 disclosures:
In accordance with Rule 2.9 of the Takeover Code, Lavendon confirms that as at close of business on 21 November 2016 (being the last Business Day prior to the date of this announcement), it has in issue 169,992,243 ordinary shares with voting rights. Lavendon does not hold any shares in Treasury. The International Securities Identification Number (ISIN) of the Lavendon shares is GB0005057541.
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 (
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(s), 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 (
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.
Publication on Website
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be published
on the Lavendon website (www.lavendongroup.com) by no later than 12 noon on 23 November 2016.
The content of the website referred to in this announcement is not incorporated into and
does not form part of this announcement.
The person responsible for arranging for the release of this announcement on behalf of
Lavendon is John Standen, the Chairman of the Board of Directors of Lavendon.
For further information, please contact:
Jonathon Brill T: +44 (0)203 727 1000
Notes to Editors
Lavendon is the European and Middle East market leader in the rental of powered access equipment. The quality and diversity of its hire fleet, coupled with the professionalism and accessibility of its depot network, provides an exceptional product range for customers.
Powered access equipment is designed to enable people to work safely, productively and comfortably at height. It can be used in a comprehensive range of applications, both inside and outside buildings and structures.
The Group has operations in the United Kingdom, Germany, Belgium, France, Bahrain, Kuwait, Oman, Qatar, Saudi Arabia and the United Arab Emirates. The equipment rental fleet totals over 21,000 units and the Group employs c.1,900 people.
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