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Lavendon Group plc alert service

RNS Number : 7677P
TVH Group
22 November 2016
 

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,

IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD

CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

22 November 2016

FINAL CASH OFFER

for

Lavendon Group plc ("Lavendon")

by

Libra Bidco Limited ("Libra Bidco"),

a wholly owned subsidiary of TVH Group N.V. ("TVH")

Summary

·      TVH today announces a final cash offer (the "Offer") for the entire issued and to be issued share capital of Lavendon by Libra Bidco, a wholly owned subsidiary of TVH (the "Transaction"). It is proposed that the Offer will be effected by means of a takeover offer under the City Code and within the meaning of Part 28 of the Companies Act.

·      Under the terms of the Offer, which will be subject to the Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Offer Document, each Lavendon Shareholder will be entitled to receive:

for each Lavendon Share    205 pence in cash (the "Cash Consideration")

·      The Offer values the entire issued share capital of Lavendon at approximately £348 million and represents a premium of approximately:

·      57.4 per cent. to the Closing Price of 130.3 pence per Lavendon Share on 16 September  2016 (being the last Business Day before TVH approached the Board of Lavendon);

·      47.5 per cent. to the Closing Price of 139.0 pence per Lavendon Share on 21 November 2016 (being the last Business Day before the date of this Announcement);

·      56.1 per cent. to the volume weighted average Closing Price of 131.3 pence per Lavendon Share for the twelve month period ending on 21 November 2016 (being the last Business Day before the date of this Announcement).

·      TVH has received irrevocable undertakings representing 12.3 per cent. of the share capital of Lavendon in issue as at the close of business on 10 November 2016.

·      TVH confirms that the Offer is final and the Cash Consideration will not be increased, except that TVH reserves the right to increase the amount of the Cash Consideration if there is an announcement on or after the date hereof of an offer or a possible offer for Lavendon by a third party offeror or potential offeror.

·      The Cash Consideration implies an enterprise value[1] of approximately £506 million.

·      If any dividend or other distribution (including any return of capital) is authorised, declared, made or paid by Lavendon on or after the date of this Announcement, Libra Bidco has the right to reduce the Cash Consideration by the amount of all or part of any such dividend or other distribution.

·      TVH believes that the combination of TVH's Equipment business with Lavendon would be highly complementary in terms of capabilities, geographical footprint, customers and suppliers. It represents a significant step forward in TVH's strategy to expand its specialised equipment rental business.

·      Combining Lavendon's leading market position in the UK and growing business in France with TVH Equipment's leading market positions in other major European markets would create a pan-European specialised equipment rental business.

·      The Transaction also represents a unique opportunity for TVH to enter the highly attractive Middle Eastern powered access equipment rental market, in which Lavendon is the market leader.

·      The Offer is subject to the satisfaction or waiver of the Conditions, and to the further terms that are set out in Part B of Appendix I to this Announcement and which will be set out in the Offer Document.

·      The Offer is subject to an acceptance condition of 75 per cent., albeit that this may be waived down to such lesser percentage as TVH may decide, not being less than 50 per cent. plus one share.

·      TVH has received irrevocable undertakings to accept the Offer from:

GVQ Investment Funds (Dublin) PLC in respect of 10,950,130 Lavendon Shares, representing approximately 6.4 per cent. of the share capital of Lavendon in issue on 10 November 2016; and

Unicorn Asset Management Limited in respect of 10,018,857 Lavendon Shares, representing approximately 5.9 per cent. of the share capital of Lavendon in issue on 10  November 2016.

·      Therefore, in aggregate, TVH has received irrevocable undertakings representing 12.3 per cent. of the share capital of Lavendon in issue as at the close of business on 10 November 2016.

·      Further details of these irrevocable undertakings (including the circumstances in which they will fall away) are set out in Appendix II to this Announcement.

·      The Offer Document, which will contain further information about the Offer, is expected to be published as soon as practicable and, in any event, within 28 days of the date of this Announcement (unless the Panel consents to a later date). The Offer Document will contain an indicative timetable setting out the expected dates for the implementation of the Offer.

·      Commenting on the Offer, Pascal Vanhalst, Member of the Executive Board of TVH, said: "The acquisition of Lavendon would represent a significant step forward in the growth of our specialised rental activities. It would also bolster our geographical expansion strategy as TVH Equipment would become active in new markets such as the UK, the Middle East and France. With Lavendon's vast rental know-how and focus on safety, the customers of the enlarged group would clearly benefit.

Our strong preference has always been to announce an offer with the full support of the Board of Lavendon. TVH, Lavendon and our respective advisers worked together towards a firm offer announcement at a price of 200 pence per share in cash, which the Board of Lavendon intended to recommend. Following discussions with certain shareholders, we increased our proposed offer price to 205 pence in cash.

Despite the increase, the Board of Lavendon withdrew its support on the grounds of concerns around deliverability of a scheme of arrangement. To address the Board's concerns and secure its support, TVH proposed changing the structure to a contractual offer, however the Board of Lavendon continued to be unwilling to recommend the offer.

TVH believes the Offer fully values the Company and its prospects and has therefore decided to release this firm offer announcement to allow Lavendon shareholders to decide on the merits of the Offer."

Background to the Offer and TVH's engagement with the Lavendon Directors

·      TVH approached the Board of Lavendon in September 2016 regarding a possible offer with an indicative non-binding proposal of 180 pence in cash per Lavendon share. Following negotiations with the Board of Lavendon, TVH increased the proposal to a price of 200 pence in cash per Lavendon share.

·      Following a Board meeting on the weekend of 15 October 2016, Lavendon informed TVH that should a firm offer for Lavendon under Rule 2.7 of the City Code be made on these terms, the Board of Lavendon, advised by its financial adviser, intended to recommend unanimously that Lavendon's shareholders accept the offer.

·      Between 17 October 2016 and 9 November 2016, TVH undertook confirmatory due diligence on Lavendon including access to certain Company information, meetings with executive management and a site visit. During the period of due diligence, Lavendon and its advisers drafted joint offer documentation including a firm offer announcement containing the recommendation of the Board of Lavendon and irrevocable undertakings to be entered into by each of the Lavendon Directors.

·      Between 10 November 2016 and 14 November 2016, Lavendon and TVH had discussions with a limited number of Lavendon shareholders (constituting market soundings pursuant to the Market Abuse Regulation, arranged by Lavendon's corporate broker), with the purpose of obtaining undertakings to support a recommended offer of 200 pence in cash per Lavendon share should TVH announce such an offer pursuant to Rule 2.7 of the City Code.

·      Following these discussions, on 14 November 2016 TVH indicated to the Board of Lavendon that it intended to increase the possible offer price to 205 pence in cash per Lavendon share.

·     On 16 November 2016, the Board of Lavendon informed TVH that, in light of further discussions with certain shareholders, the Board had unanimously concluded that it no longer intended to recommend an offer whether at 200 pence or 205 pence in cash per Lavendon share.

·      On 18 November 2016, having considered the response of the Board of Lavendon, TVH proposed changing the offer structure from a scheme of arrangement to a contractual offer. The Board of Lavendon met to consider the revised proposal over the weekend of 19 November 2016 and subsequently informed TVH that it would only be prepared to recommend such an offer if TVH secured the support of more shareholders.

·      TVH is making this Announcement in order to provide Lavendon's shareholders with the opportunity to make their own decision as to the attractiveness of the Offer.

This summary should be read in conjunction with, and is subject to, the full text of this Announcement (including the Appendices). The Offer will be subject to the Conditions and further terms set out in Appendix I and to the full terms and conditions which will be set out in the Offer Document. Appendix II contains a summary of the irrevocable undertakings received in relation to the Offer. Appendix III to this Announcement contains the sources of information and bases of calculation of certain information contained in this Announcement and Appendix IV contains definitions of certain terms used in this Announcement.

A copy of this Announcement is available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on TVH's website at www.tvh.com, along with other documentation required to be posted online under the City Code.

Enquiries

BofA Merrill Lynch (Sole Financial Adviser and Corporate Broker to TVH)

+44 (0)20 7628 1000

Luck

Geoff Iles

Justin Anstee

Joshua Maguire

 

Important Notices

The person responsible for arranging the release of this Announcement on behalf of TVH and Libra Bidco is Pascal Vanhalst (Member of the Executive Board of TVH). This Announcement is being made without the consent of the Board of Directors of Lavendon.

 

Merrill Lynch International, a subsidiary of Bank of America Corporation, which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for TVH in connection with the matters set out in this Announcement and for no one else and will not be responsible to anyone other than TVH for providing the protections afforded to its clients or for providing advice in relation to the matters set out in this Announcement.

 

Further information

This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation, or the solicitation of an offer, to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise nor will there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Offer will be made pursuant to the Offer Document, which will contain further information about the Offer, which is expected to be published as soon as practicable and, in any event, within 28 days of the date of this Announcement (unless the Panel consents to a later date).

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe any applicable requirements. In particular, the ability of persons who are not resident in the UK to participate in the Offer may be affected by the laws of the relevant jurisdictions in which they are located. This Announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the UK.

The Offer will be subject to the applicable requirements of the City Code, the Panel, the London Stock Exchange and the Financial Conduct Authority.

The Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Accordingly, copies of this Announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction.

The receipt of cash pursuant to the Offer by Overseas Shareholders may be a taxable transaction under applicable national, state and local, as well as foreign and other tax laws. Each Overseas Shareholder is urged to consult their independent professional adviser regarding the tax consequences of accepting the Offer.

Further details in relation to Overseas Shareholders will be contained in the Offer Document.

Additional information for US investors

The Transaction relates to the shares of a company incorporated in England and Wales and is being made in accordance with the City Code and under English company law. Accordingly, the Transaction is subject to the disclosure requirements and practices applicable in the UK to takeover offers which differ from the disclosure requirements, style and format of US tender offer and proxy solicitation rules. If Libra Bidco determines to extend the offer into the US, the Transaction will be made in compliance with applicable US laws and regulations. Financial information included in this Announcement and the Offer Document has been or will have been prepared in accordance with non-US accounting standards that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

Neither the US Securities and Exchange Commission nor any securities commission of any state of the United States has approved the Transaction, passed upon the fairness of the Transaction or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offence in the United States.

If the Offer is required to be made in the US, it will be done in  compliance with the applicable tender offer rules under the US Exchange Act.  In accordance with normal UK practice, TVH, Libra Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Lavendon Shares outside of the US, other than pursuant to the Offer, at any time prior to completion of the Offer. If such purchases or arrangements to purchase were to be made, they would be made outside the US and would comply with applicable law, including the US Exchange Act. 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 UK, reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Forward looking statements

This Announcement may contain certain forward-looking statements with respect to the financial condition, results of operations and business of TVH, Libra Bidco or Lavendon and certain plans and objectives of TVH and Libra Bidco with respect thereto. These forward-looking statements can be identified by the fact that they do not relate to historical or current facts. Forward-looking statements also often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. These statements are based on assumptions and assessments made by TVH and/or Libra Bidco in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. 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 and the factors described in the context of such forward-looking statements in this Announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this Announcement. Neither Libra Bidco nor TVH assumes any obligation to update or correct the information contained in this Announcement (whether as a result of new information, future events or otherwise), except as required by the Panel, the City Code or by applicable law.

Forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this Announcement.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business and competitive environments, market and regulatory forces, future exchange and interest rates, changes in tax rates, and future business combinations or dispositions.

No profit forecasts, quantified financial benefit statements or estimates

No statement in this Announcement is intended as a profit forecast or profit estimate for any period. No statement in this Announcement should be interpreted to mean that earnings per Lavendon Share or earnings per TVH share for the current or future financial years would necessarily match or exceed the historical published earnings per Lavendon Share or earnings per TVH share.

Dealing and Opening Position Disclosure requirements of the City Code

Under Rule 8.3(a) of the City Code, any person who is interested in one per cent. 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 p.m. (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (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 City Code, any person who is, or becomes, interested in one per cent. 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 p.m. (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 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 and availability of hard copies

This Announcement and the documents required to be published pursuant to Rule 26.1 of the City Code will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on TVH's website at www.tvh.com by no later than 12.00 p.m. on the Business Day following this Announcement

Neither the content of any website referred to in this Announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this Announcement.

You may request a hard copy of this Announcement by contacting TVH on +32 56 434 324. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

Information relating to Lavendon Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Lavendon Shareholders, persons with information rights and other relevant persons for the receipt of communications from Lavendon may be provided to TVH during the Offer Period as required under Section 4 of Appendix 4 of the City Code to comply with Rule 2.11(c) of the City Code.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Time

All times shown in this Announcement are London times, unless otherwise stated.



 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,

IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD

CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

22 November 2016

FINAL CASH OFFER

for

Lavendon Group plc ("Lavendon")

by

 Libra Bidco Limited ("Libra Bidco"),

a wholly owned subsidiary of TVH Group N.V. ("TVH")

1.    Introduction

TVH today announces a final cash offer (the "Offer") for the entire issued and to be issued share capital of Lavendon by Libra Bidco, a wholly owned subsidiary of TVH (the "Transaction").

It is intended that the Offer will be effected by means of a takeover offer within the meaning of Part 28 of the Companies Act.

2.    The Offer

Under the terms of the Offer, which will be subject to the Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Offer Document, each Lavendon Shareholder will be entitled to receive:

       for each Lavendon Share    205 pence in cash (the "Cash Consideration")

The Offer values the entire issued share capital of Lavendon at approximately £348 million and represents a premium of approximately:

·      57.4 per cent. to the Closing Price of 130.3 pence per Lavendon Share on 16 September  2016 (being the last Business Day before TVH approached the Board of Lavendon);

·      47.5 per cent. to the Closing Price of 139.0 pence per Lavendon Share on 21 November 2016 (being the last Business Day before the date of this Announcement);

·      56.1 per cent. to the volume weighted average Closing Price of 131.3 pence per Lavendon Share for the twelve month period ending on 21 November 2016 (being the last Business Day before the date of this Announcement).

TVH has received irrevocable undertakings representing 12.3 per cent. of the share capital of Lavendon in issue as at the close of business on 10 November 2016.

TVH confirms that the Offer is final and the Cash Consideration will not be increased, except that TVH reserves the right to increase the amount of the Cash Consideration if there is an announcement on or after the date hereof of an offer or a possible offer for Lavendon by a third party offeror or potential offeror.

The Cash Consideration implies an enterprise value[2] of approximately £506 million.

3.    Background to and reasons for the Offer

TVH is an international group operating through two business units: TVH Parts and TVH Equipment. TVH Parts is a global one-stop shop for parts and accessories for material handling, industrial and agricultural equipment. TVH Equipment engages in the sale, trade and rental of powered access equipment, telehandlers and material handling equipment, principally in Continental Europe.

Expanding TVH Equipment's specialised equipment rental business, both organically and through acquisitions, is a key priority for the TVH Group. The proposed acquisition of Lavendon represents a significant step forward in this strategy and follows other significant acquisitions including Gunco (operating in the Netherlands, Belgium and Czech Republic) in 2011 and Mateco (operating in Germany, Poland and Luxembourg) in 2012.

TVH believes that the combination of TVH Equipment and Lavendon would be highly complementary in terms of capabilities, geographical footprint, customers and suppliers.

Combining Lavendon's leading market position in the UK and growing business in France with TVH Equipment's leading market positions in other major European markets would create a pan-European specialised equipment rental business. Lavendon's operations in Germany and Belgium would be combined with TVH's existing operations in these markets.

The Transaction also represents a unique opportunity for TVH to enter the highly attractive Middle Eastern powered access equipment rental market, in which Lavendon is the market leader. This will significantly accelerate TVH Equipment's growth outside of its home European market.

The combination of TVH and Lavendon would create an enlarged group with revenue of more than €1.5 billion[3], employing approximately 7,100 people and with a rental fleet of approximately 47,000 units. In terms of aerial work platform rental fleet size, TVH estimates that the enlarged group would be the third largest globally[4].

On the basis of preliminary analysis, TVH believes that there may be potential to generate cost savings for the combined group in areas which will likely result in rationalisation of certain facilities and employees but TVH currently has no specific plans in this regard.

4.    Background to TVH's engagement with the Lavendon Directors

TVH approached the Board of Lavendon in September 2016 regarding a possible offer with an indicative non-binding proposal of 180 pence in cash per Lavendon share. Following negotiations with the Board of Lavendon, TVH increased the proposal to a price of 200 pence in cash per Lavendon share.

Following a Board meeting on the weekend of 15 October 2016, Lavendon informed TVH that should a firm offer for Lavendon under Rule 2.7 of the City Code be made on these terms, the Board of Lavendon, advised by its financial adviser, intended to recommend unanimously that Lavendon's shareholders accept the offer.

Between 17 October 2016 and 9 November 2016, TVH undertook confirmatory due diligence on Lavendon including access to certain Company information, meetings with executive management and a site visit. During the period of due diligence, Lavendon and its advisers drafted joint offer documentation including a firm offer announcement containing the recommendation of the Board of Lavendon and irrevocable undertakings to be entered into by each of the Lavendon Directors.

Between 10 November 2016 and 14 November 2016, Lavendon and TVH had discussions with a limited number of Lavendon shareholders (constituting market soundings pursuant to the Market Abuse Regulation, arranged by Lavendon's corporate broker), with the purpose of obtaining undertakings to support a recommended offer of 200 pence in cash per Lavendon share should TVH announce such an offer pursuant to Rule 2.7 of the City Code.

Following these discussions, on 14 November 2016 TVH indicated to the Board of Lavendon that it intended to increase the possible offer price to 205 pence in cash per Lavendon share.

On 16 November 2016, the Board of Lavendon informed TVH that, in light of further discussions with certain shareholders, the Board had unanimously concluded that it no longer intended to recommend an offer whether at 200 pence or 205 pence in cash per Lavendon share.

On 18 November 2016, having considered the response of the Board of Lavendon, TVH proposed changing the offer structure from a scheme of arrangement to a contractual offer. The Board of Lavendon met to consider the revised proposal over the weekend of 19 November 2016 and subsequently informed TVH that it would only be prepared to recommend such an offer if TVH secured the support of more shareholders.

TVH is making this announcement in order to provide Lavendon's shareholders with the opportunity to make their own decision as to the attractiveness of the Offer.

5.    Information relating to TVH

TVH is an international group with activities in more than 30 countries and serving customers in more than 170 countries. The group operates through two business units: TVH Parts and TVH Equipment.

TVH Parts is a global one-stop shop for parts and accessories for material handling, industrial and agricultural equipment and has a deep knowledge and understanding of more than 30 million article numbers, of which well over 600,000 are in stock.

TVH Equipment engages in the sale, trade and rental of powered access equipment, telehandlers and material handling equipment. The business operates under a number of trade names including TVH (Belgium), Mateco (Germany, Poland and Luxembourg), Gunco (Netherlands), Statech (Czech Republic and Slovakia), Romlift / Industrial Access (Romania), Gépbér (Hungary), Vamasa-Tecnial (Spain), Segamac (Mexico) and Aerial Lift & Equipment (Malaysia). The rental fleet consists of over 25,000 units, operating from more than 70 depots. The business also has equipment servicing and repair activities in Belgium.

The TVH Group was founded in 1969 and is headquartered in Waregem, Belgium. It has over 5,200 employees and generated revenue of approximately €1,174 million in the financial year ended 30 September 2015. The ultimate owners of TVH Group N.V. are Pascal Vanhalst, Els Thermote and Ann Thermote. The Board of Directors of TVH Group N.V. consists of Paul Thermote, Bernard De Meester, Pascal Vanhalst and Dominiek Valcke.

Further information can be found on TVH's website at www.tvh.com.

6.    Information relating to Lavendon

Founded in 1992, Lavendon is the European and Middle East market leader in the rental of powered access equipment. The Company's equipment enables users across a wide range of sectors including construction, facilities management and infrastructure to work safely, productively and comfortably at height, whatever the application. From 70 depots in the UK, Continental Europe and the Middle East, Lavendon manages a fleet of almost 22,000 access platform units.

Across their regions, Lavendon operates through several recognised brands: (i) Nationwide Platforms (UK), (ii) Gardemann (Germany), (iii) Lavendon (France), (iv) dk Rental (Belgium), and (v) Rapid Access (Middle East).

Lavendon employs approximately 1,900 people and is headquartered in Lutterworth, United Kingdom. For the year ended 31 December 2015, the Company reported revenue of approximately £248.6 million and underlying PBT of £38.5 million.

7.    Management, employees and locations of business

TVH attaches great importance to the track record, skills and experience of the existing management and employees of Lavendon. The Transaction would enhance the capabilities of both TVH and Lavendon and will offer attractive career opportunities for employees to progress in a business of greater size and scope that incorporates the skills and talents present in both groups.

TVH has given assurances to the Board of Lavendon that the existing contractual and statutory employment rights, including pension rights, of all existing management and employees of Lavendon will be fully respected following completion of the Offer.

On the basis of preliminary analysis, TVH believes that there may be potential to generate cost savings for the combined group in areas which will likely result in rationalisation of certain facilities and employees but TVH currently has no specific plans in this regard.

8.    Lavendon Share Schemes

If successful, the Offer will impact on options and awards held by participants in the Lavendon Share Schemes. Participants in the Lavendon Share Schemes will be contacted to explain the effect of the Offer on their rights under such schemes and the courses of action open to them. If the Offer becomes or is declared unconditional in all respects, appropriate proposals will be made to such participants in due course.

9.    Dividends

Libra Bidco has the right to reduce the Cash Consideration by the amount of all or part of any dividend or other distribution (including any return of capital) which is authorised, declared, made or paid by Lavendon on or after the date of this Announcement.

10.  Undertakings from major shareholders

TVH has received irrevocable undertakings to accept the Offer from:

GVQ Investment Funds (Dublin) PLC in respect of 10,950,130 Lavendon Shares, representing approximately 6.4 per cent. of the share capital of Lavendon in issue on 10 November 2016; and

Unicorn Asset Management Limited in respect of 10,018,857 Lavendon Shares, representing approximately 5.9 per cent. of the share capital of Lavendon in issue on 10 November 2016.

Therefore, in aggregate, TVH has received irrevocable undertakings representing 12.3 per cent. of the share capital of Lavendon in issue as at the close of business on 10 November 2016.

Further details of these undertakings are set out in Appendix II to this Announcement.

11.  Structure of the Offer

It is intended that the Offer will be implemented by way of a takeover offer under Part 28 of the Companies Act 2006 and the City Code.

The Lavendon Shares shall be acquired under the Offer fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any other rights and interests of any nature whatsoever and together with all rights now and hereafter attaching thereto, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this Announcement.

The Offer Document and the Form of Acceptance accompanying the Offer Document will be published within 28 days of this Announcement (subject to any extension agreed by the Panel). The Offer Document and accompanying Form of Acceptance will be made available to all Lavendon Shareholders at no charge to them. Lavendon Shareholders are urged to read the Offer Document and the accompanying Form of Acceptance when they are sent to them because they will contain important information.

An indicative timetable setting out the expected dates for implementation of the Offer will be included in the Offer Document.

TVH reserves the right to elect (subject to the prior consent of the Panel) to effect the Offer by way of a court-sanctioned scheme of arrangement under Part 26 of the Act.

12.  Conditions to the Offer

The Offer will be subject to the Conditions and to the further terms and conditions referred to in Appendix I to this Announcement and to be set out in the Offer Document to be sent to Lavendon Shareholders.

In particular, the Offer will be conditional, among other things, on valid acceptances being received by no later than 1.00 pm on the First Closing Date (or such later time(s) and/or date(s) as TVH may determine, subject to the rules of the City Code) in respect of Lavendon Shares which, together with any Lavendon Shares acquired by Libra Bidco (whether pursuant to the Offer or otherwise), constitute no less than 75 per cent. (or such lesser percentage as TVH may decide, but not being less than 50 per cent. plus one share) in nominal value of the Lavendon Shares to which the Offer relates and represent not less than 75 per cent. (or such lesser percentage as TVH may decide, but not being less than 50 per cent. plus one share) of the voting rights attached to such shares.

13.  Financing of the Offer

The Cash Consideration payable by Libra Bidco pursuant to the Offer will be funded entirely from new bank facilities with BNP Paribas Fortis SA/NV.

BofA Merrill Lynch, financial adviser to TVH, is satisfied that sufficient financial resources are available to Libra Bidco to enable it to satisfy, in full, the Cash Consideration payable to Lavendon Shareholders by Libra Bidco pursuant to the terms of the Offer.

14.  Expected timetable

The Offer Document, which will contain further information about the Offer, is expected to be published as soon as practicable and, in any event, within 28 days of the date of this Announcement (unless the Panel consents to a later date). The Offer Document will contain an indicative timetable for the implementation of the Offer.

Subject to the satisfaction, or (where relevant) waiver, of all relevant Conditions as set out in Appendix I to this Announcement, it is expected that the Offer will complete in the first quarter of 2017.

15.  Disclosure of interests in Lavendon Shares

Neither TVH, Libra Bidco nor, so far as TVH is aware, any persons acting in concert with it or them hold any interest in, right to subscribe for, or had borrowed or lent any Lavendon Shares or securities convertible or exchangeable into Lavendon Shares, nor did any such person have any short position (whether conditional or absolute and whether in the money otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to take delivery, or any dealing arrangement of the kind referred to in Note 11 of the definition of acting in concert in the City Code, in relation to Lavendon Shares or in relation to any securities convertible or exchangeable into Lavendon Shares. An Opening Position Disclosure will be made to this effect setting out details required to be disclosed under Rule 8.1(a) of the City Code.

In the interests of secrecy prior to releasing this Announcement, it has not been practicable for TVH to have made any enquiries of certain parties who may be deemed by the Panel to be acting in concert with TVH. Enquiries of such parties will be made as soon as practicable following the date of the Announcement and TVH confirms that further disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the City Code will be made as soon as possible, if required.

16.  Offer-related arrangements

Confidentiality and Standstill Agreement

TVH and Lavendon entered into a confidentiality and standstill agreement on 13 October 2016 pursuant to which each party has undertaken to keep confidential information relating to the other and/or to the Transaction and not to disclose it to third parties (other than to permitted disclosees) unless required by law or regulation. These confidentiality obligations will remain in force for a period of 18 months from the date of the agreement.

Certain standstill provisions, preventing TVH from acquiring shares in Lavendon, applied to TVH until the earlier of (i) the date which is 12 months from the date of the agreement; and (ii) the date of this Announcement, subject to customary exceptions.

17.  Delisting, compulsory acquisition and re-registration

If the Offer becomes or is declared unconditional in all respects and sufficient acceptances are received (being in aggregate 90 per cent. or more of the Lavendon Shares to which the Offer relates), Libra Bidco intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act 2006 to acquire compulsorily the remaining Lavendon Shares in respect of which the Offer has not been accepted.

Subject to Libra Bidco acquiring, by virtue of the Offer or otherwise, Lavendon Shares carrying 75 per cent. or more of the voting rights of Lavendon, and subject to the Offer becoming or being declared unconditional in all respects, TVH and Libra Bidco intend to procure the making of an application by Lavendon for the cancellation of the listing of, and the trading in Lavendon Shares on the Official List and on the London Stock Exchange, which will take effect no earlier than 20 Business Days following the Offer becoming or being declared unconditional in all respects. Cancellation of admission would significantly reduce the liquidity and marketability of any Lavendon Shares not acquired by Libra Bidco.

TVH intends, following a delisting, to procure that Lavendon be re-registered as a private limited company as soon as it is appropriate to do so under the provisions of the Companies Act 2006.

18.  General

Investors should be aware that TVH or Libra Bidco may purchase Lavendon Shares otherwise than under the Offer, such as in open market or privately negotiated purchases.

This Announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014 ("MAR"). Market soundings, as defined in MAR, were taken in respect of the possible offer, with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this Announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to Lavendon and its securities.

19.  Consent

BofA Merrill Lynch has given and not withdrawn its consent to the publication of this Announcement with the inclusion in it of the references to their respective names and (where applicable) advice in the form and context in which they appear.

20.  Documents on display

Copies of the following documents will by no later than 12.00 p.m. on the Business Day following the date of this Announcement be published on TVH's website at www.tvh.com until the Offer completes, or has lapsed or been withdrawn:

·      this Announcement;

·      the irrevocable undertakings listed in Appendix II;

·      the financing documents relating to the facility referred to in paragraph 13 above;

·      the Confidentiality and Standstill Agreement described in paragraph 16 above; and

·      the written consent provided by BofA Merrill Lynch as referred to in paragraph 19 of this Announcement.

Enquiries

BofA Merrill Lynch (Sole Financial Adviser and Corporate Broker to TVH)

+44 (0)20 7628 1000

Luck

Geoff Iles

Justin Anstee

Joshua Maguire

 

Important Notices

The person responsible for arranging the release of this Announcement on behalf of TVH and Libra Bidco is Pascal Vanhalst (Member of the Executive Board of TVH). This Announcement is being made without the consent of the Board of Directors of Lavendon.

 

Merrill Lynch International, a subsidiary of Bank of America Corporation, which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for TVH in connection with the matters set out in this Announcement and for no one else and will not be responsible to anyone other than TVH for providing the protections afforded to its clients or for providing advice in relation to the matters set out in this Announcement.

 

Further information

This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation, or the solicitation of an offer, to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise nor will there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Offer will be made pursuant to the Offer Document, which will contain further information about the Offer, which is expected to be published as soon as practicable and, in any event, within 28 days of the date of this Announcement (unless the Panel consents to a later date).

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe any applicable requirements. In particular, the ability of persons who are not resident in the UK to participate in the Offer may be affected by the laws of the relevant jurisdictions in which they are located. This Announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the UK.

The Offer will be subject to the applicable requirements of the City Code, the Panel, the London Stock Exchange and the Financial Conduct Authority.

The Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Accordingly, copies of this Announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction.

The receipt of cash pursuant to the Offer by Overseas Shareholders may be a taxable transaction under applicable national, state and local, as well as foreign and other tax laws. Each Overseas Shareholder is urged to consult their independent professional adviser regarding the tax consequences of accepting the Offer.

Further details in relation to Overseas Shareholders will be contained in the Offer Document.

Additional information for US investors

The Transaction relates to the shares of a company incorporated in England and Wales and is being made in accordance with the City Code and under English company law. Accordingly, the Transaction is subject to the disclosure requirements and practices applicable in the UK to takeover offers which differ from the disclosure requirements, style and format of US tender offer and proxy solicitation rules. If Libra Bidco determines to extend the offer into the US, the Transaction will be made in compliance with applicable US laws and regulations. Financial information included in this Announcement and the Offer Document has been or will have been prepared in accordance with non-US accounting standards that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

Neither the US Securities and Exchange Commission nor any securities commission of any state of the United States has approved the Transaction, passed upon the fairness of the Transaction or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offence in the United States.

If the Offer is required to be made in the US, it will be done in  compliance with the applicable tender offer rules under the US Exchange Act.  In accordance with normal UK practice, TVH, Libra Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Lavendon Shares outside of the US, other than pursuant to the Offer, at any time prior to completion of the Offer. If such purchases or arrangements to purchase were to be made, they would be made outside the US and would comply with applicable law, including the US Exchange Act. 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 U
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