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Lavendon Group plc alert service

RNS Number : 2091T
TVH Group
03 January 2017
 

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                     

3 January 2017

 

Acquisition of Lavendon Shares and Increased Offer

 

·     TVH acquires a further 5.9 per cent. of Lavendon

·     TVH increases cash offer to 261 pence per Lavendon Share

·     TVH seeking to acquire shares for 261 pence in cash

1. Acquisition of Lavendon Shares

TVH Group N.V. ("TVH") announces that Libra Bidco Limited ("Libra Bidco") has acquired 10,018,857 shares of Lavendon Group plc ("Lavendon"), representing approximately 5.9 per cent. of the share capital of Lavendon in issue as at 30 December 2016 at a price of 261 pence per Lavendon Share.

These shares were acquired from Unicorn Asset Management Limited, from which Libra Bidco had previously received an irrevocable undertaking to accept the Offer (at 205 pence per Lavendon Share) in respect of these shares. As a result of the acquisition, Unicorn Asset Management Limited has no outstanding obligations under the irrevocable undertaking.

Aggregated with the 24,585,078 Lavendon Shares acquired on 25 November 2016 and 15 December 2016, Libra Bidco now owns 34,603,935 Lavendon Shares, representing approximately 20.4 per cent. of the issued share capital of Lavendon.

2. Third Increased Offer

In accordance with the City Code, TVH announces an increased cash offer (the "Third Increased Offer") of 261 pence per share for the entire issued and to be issued share capital of Lavendon by Libra Bidco.

The Third Increased Offer values the entire share capital of Lavendon in issue as at 30 December 2016 at approximately £444 million and represents a premium of approximately 88 per cent. to the Closing Price of 139.0 pence on 21 November 2016 (the last Business Day before the start of the Offer Period). 

3. TVH seeking to acquire shares at 261 pence per Lavendon Share

Lavendon Shareholders wishing to receive a guaranteed exit from their investment rather than wait for a potentially prolonged period for an offer to complete can sell their shares immediately, for cash, to TVH for 261 pence per Lavendon Share. Those shareholders wishing to do so should contact BofA Merrill Lynch ( Luck: +44(0) 7899 818 518 or Joshua Maguire on +44(0) 7595 783 476) who have authority to make limited market purchases‎.

4. Financing of the Third Increased Offer

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 Third Increased Offer.

5. How to accept the Third Increased Offer

A revised offer document (the "Revised Offer Document") containing the full terms of, and conditions to, the Third Increased Offer together with the associated revised form of acceptance (the "Revised Form of Acceptance") will be posted to Lavendon Shareholders and be made available, subject to certain restrictions relating to persons resident in certain jurisdictions, on TVH's website at www.tvh.com in due course. 

Lavendon Shareholders wishing to accept the Third Increased Offer in respect of certificated Lavendon Shares, should complete either (i) the Form of Acceptance accompanying the Offer Document dated 30 November 2016; or (ii) the Revised Form of Acceptance which will accompany the Revised Offer Document to be posted in due course.

Lavendon Shareholders wishing to accept the Third Increased Offer in respect of uncertificated shares should do so electronically through CREST.

Lavendon Shareholders who have already accepted the Offer and wish to accept the Third Increased Offer, do not need to take any further action and will be entitled to receive the Third Increased Offer Price in respect of their Lavendon Shares.

If you have any questions relating to this announcement or the Offer Document, please contact 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.

6. Level of acceptances and disclosure of interests in relevant securities

Libra Bidco owns 34,603,935 Lavendon Shares, representing approximately 20.4 per cent. of the issued share capital of Lavendon.

As at 1.00 pm on 30 December 2016 (being the last practicable date prior to this announcement), Libra Bidco had received valid acceptances of the Increased Offer in respect of 119,037 Lavendon Shares representing approximately 0.1 per cent. of the current issued share capital of Lavendon, as a result of which Libra Bidco either owned or had received valid acceptances of the Third Increased Offer in respect of a total of 34,722,972 Lavendon Shares, representing approximately 20.4 per cent. of the current issued share capital of Lavendon, all of which may count towards the Acceptance Condition.

The percentages of Lavendon Shares referred to in this announcement are based on a figure of 169,992,243 Lavendon Shares in issue on 30 December 2016.

7. General

Save as set out in this announcement and the announcements made by TVH on 14, 15 and 23 December 2016, TVH confirms that there have been  no other 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 will remain 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.

The Third Increased Offer will be subject to the terms and conditions set out in the Revised Offer Document which will published in due course. As required under the City Code, the Third Increased Offer will be open for acceptances for a minimum of 14 days following the date on which the Revised Offer Document is published. The revised First Closing Date will be announced upon publication of the Revised Offer Document.

Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Offer Document dated 30 November 2016.

Enquiries

Computershare (Receiving Agent)

+44 (0)370 707 1092

 

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

 

+44 (0)20 7628 1000

Luck

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 Third Increased Offer or otherwise nor will there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Third Increased Offer is being made pursuant to the Revised Offer Document, which will contain further information about the Third Increased 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 Third Increased 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 Third Increased Offer is subject to the applicable requirements of the City Code, the Panel, the London Stock Exchange and the Financial Conduct Authority.

The Third Increased 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 Third Increased 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 Third Increased 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 Third Increased 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 Third Increased Offer.

Further details in relation to Overseas Shareholders are contained in the Offer Document dated 30 November 2016.

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, the Offer Document dated 30 November 2016 and the Revised 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 Third Increased 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 Third Increased Offer, at any time prior to completion of the Third Increased 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.

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 26.3 of the City Code (including the Revised 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 Third Increased 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.


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