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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
14 December 2016
TVH Sets Aside No Increase Statement
TVH Group N.V. ("TVH") notes the announcement by Loxam SAS ("Loxam") of a firm intention to make an offer for Lavendon Group plc ("Lavendon").
TVH confirms that, pursuant to the terms of the Offer for Lavendon set out in the Offer Document published on 30 November 2016, the no increase statement regarding the offer price is no longer in effect and has been set aside.
TVH is considering its options and urges Lavendon Shareholders to take no action in response to the announcement by Loxam. A further announcement will be made in due course.
On 12 December 2016, TVH announced that the Bundeskartellamt, the German competition authority, has unconditionally cleared the potential acquisition of Lavendon by TVH and that Libra Bidco, pursuant to the terms of the Offer, has waived the acceptance condition to which the Offer is subject down from 75 per cent. to 50 per cent. plus one share.
In accordance with Note 3 of Rule 32.2 of the City Code, TVH will send a notice to Lavendon Shareholders regarding the setting aside of the no increase statement and notifying any Lavendon Shareholders who have accepted the Offer that they have a right of withdrawal for a period of 8 days following the date of this announcement.
Lavendon Shareholders wishing to withdraw their acceptance should send written notice (which can be a simple letter) to Computershare Investor Services PLC as the Receiving Agent at The Pavilion, Bridgwater Road,
Other than as set out in this announcement, TVH confirms that there have been no material changes to any of the matters listed in Rule 27.2(b) of the City Code since the publication of the Offer Document. The Offer Document and Form of Acceptance are available, subject to certain restrictions relating to persons resident in certain jurisdictions, on TVH's website at www.tvh.com. 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
Tulchan Communications LLP (Media)
+44 (0)20 7353 4200
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
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.
The release, publication or distribution of this Announcement in jurisdictions other than the
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.
The Transaction relates to the shares of a company incorporated in
Neither the US Securities and Exchange Commission nor any securities commission of any state of
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
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.
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. (
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. (
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.
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 www.tvh.com.
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.
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
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