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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION 25 November 2016
TVH Acquires Approximately 9.0 per cent. of Lavendon
On 22 November 2016, TVH Group N.V. ("TVH") announced a final cash offer (the "Offer") of
TVH announces that Libra Bidco has today acquired 15,373,908 Lavendon Shares, representing approximately 9.0 per cent. of the share capital of Lavendon in issue as at 21 November 2016 at a price of
7,600,000 of these shares were acquired from GVQ Investment Funds (
Following the acquisition, 3,350,130 Lavendon Shares held by GVQ Investment Funds (
In aggregate, Libra Bidco has 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.
As set out in the Firm Offer Announcement, 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. The Offer is also subject to the satisfaction or waiver of the Conditions, and to the further terms that were set out in Appendix I to the Firm Offer Announcement and which will be set out in full in the Offer Document.
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.
Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Firm Offer Announcement.
BofA Merrill Lynch (Sole Financial Adviser and Corporate Broker to TVH)
+44 (0)20 7628 1000
Tulchan Communications LLP
+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 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 Announcement (unless the Panel consents to a later date).
The release, publication or distribution of this announcement in jurisdictions other than the
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.
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
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. (
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 26.1 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.
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