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Lavendon Group plc alert service

RNS Number : 6114Q
TVH Group
30 November 2016




30 November 2016



Lavendon Group plc ("Lavendon")


Libra Bidco Limited ("Libra Bidco"),

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


Posting of Offer Document

1. Introduction

On 22 November 2016, TVH announced a final cash offer (the "Offer") of 205 pence per share to be made by Libra Bidco, a wholly owned subsidiary of TVH, for the entire issued and to be issued share capital of Lavendon, to be effected by means of a takeover offer under the City Code and within the meaning of Part 28 of the Companies Act (the "Firm Offer Announcement").

On 25 November 2016, TVH announced that Libra Bidco had acquired 15,373,908 Lavendon Shares. In aggregate, TVH and Libra Bidco have therefore acquired or received irrevocable undertakings to accept the Offer from Lavendon Shareholders in respect of approximately 16.9 per cent. of the share capital of Lavendon in issue as at 21 November 2016.

2. The Offer Document

TVH and Libra Bidco announce that a copy of the Offer Document containing the full terms of, and conditions to, the Offer together with the related Form of Acceptance is today being posted to Lavendon Shareholders. Copies will shortly be available on TVH's website at until the end of the offer period, subject to certain restrictions relating to persons resident in certain jurisdictions. The First Closing date of the Offer is 21 December 2016.

To accept the Offer in respect of certificated Lavendon Shares, the Form of Acceptance accompanying the Offer Document should be completed, signed and returned, together with your share certificates and any other documents of title as soon as possible, and in any event, to be received by no later than 1.00 p.m. on 21 December 2016. Acceptance for uncertificated shares should be made electronically through CREST.

3. Final Cash Offer

The Offer is final and the offer price will not be increased, except that Libra Bidco reserves the right to increase the offer price if either (i) Loxam SAS announces a firm intention to make an offer for Lavendon, or an announcement is made by either Loxam SAS or Lavendon which includes in it a possible offer price payable by Loxam SAS; or (ii) there is an announcement by Lavendon or a third party of an offer or a possible offer for Lavendon by a third party offeror or potential offeror (other than Loxam SAS), in each case on or after the date of 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 Libra Bidco may decide, not being less than 50 per cent. plus one share. Further information on the terms and conditions to which the Offer is subject are set out in Section II (Conditions to and further terms of the Offer) to the Offer Document and in the Form of Acceptance.

4. General

The Offer Document and Form of Acceptance will be made available, subject to certain restrictions relating to persons resident in certain jurisdictions, on TVH's website at Further copies of the Offer Document and Form of Acceptance may be obtained by contacting the Receiving Agent, Computershare Investor Services PLC ("Computershare") between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday (except UK public holidays) on +44 (0)370 707 1092.

The contents of TVH's website are not incorporated into and do not form part of this announcement.

Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Offer Document.  


Computershare (Receiving Agent)

+44 (0)370 707 1092


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

+44 (0)20 7628 1000


Geoff Iles

Justin Anstee

Joshua Maguire


Tulchan Communications LLP (Media)

+44 (0)20 7353 4200

Andrew Grant

David Allchurch

Martin Robinson

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).


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 is being made pursuant to the Offer Document, which contains further information about the Offer.

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 is 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 are 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

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, 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 26.3 of the City Code (including the Offer Document) will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on TVH's website at

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.


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.


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


This information is provided by RNS
The company news service from the London Stock Exchange


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