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Final Cash Offer for Lavendon Group plc

22 Nov 2016 07:00

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:

o 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

o 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

Peter 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:

o 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

o 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

Peter 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.

 

APPENDIX I

CONDITIONS TO AND CERTAIN FURTHER TERMS TO THE OFFER

Part A: Conditions of the Offer

Acceptance Condition

1. The Offer will be subject to and conditional upon valid acceptances of the Offer being received (and not, where permitted, withdrawn) by no later than 1.00 pm on the First Closing Date (or such later time(s) and/or date(s) as TVH and Libra Bidco may determine, subject to the rules of the City Code) in respect of not less than 75 per cent. (or such lesser percentage as TVH and Libra Bidco may decide) in nominal value of the Lavendon Shares to which the Offer relates and representing not less than 75 per cent. (or such lesser percentage as TVH and Libra Bidco may decide) of the voting rights attached to such Lavendon Shares, provided that this condition will not be satisfied unless Libra Bidco has acquired or agreed to acquire (whether pursuant to the Offer or otherwise) Lavendon Shares carrying, in aggregate, over 50 per cent. of the voting rights normally exercisable at general meetings of Lavendon, including for this purpose, to the extent (if any) required by the Panel, any voting rights attaching to any Lavendon Shares which are either unconditionally allotted fully paid or issued before the Offer becomes or is declared unconditional as to acceptances (whether pursuant to the exercise of outstanding conversion, option or subscription rights or otherwise), and for this purpose:

(a) the expression "Lavendon Shares to which the Offer relates" shall be construed in accordance with sections 974-991 (inclusive) of the Companies Act;

(b) Lavendon Shares that cease to be held in treasury are Lavendon Shares to which the Offer relates;

(c) Lavendon Shares which have been unconditionally allotted but not issued shall be deemed to carry the voting rights which they will carry upon issue; and

(d) acquisitions of, or contracts to acquire, Lavendon Shares by Libra BidCo or its associates to which sections 979(8) and 979(9) of the Act apply shall be treated as valid acceptances and for these purposes "associates" shall be construed in accordance with section 988 of the Act.

2. In addition, the Offer will be conditional upon the following conditions:

General clearances

(a) No Third Party having notified a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or enacted, made or proposed any statute, regulation, decision, order or change to published practice, or having taken any other steps which would:

(i) require, prevent or delay the divestiture, or alter the terms envisaged for any proposed divestiture by any member of the Wider TVH Group or any member of the Wider Lavendon Group of all or any portion of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct their respective businesses (or any of them or any part thereof) or to own any of their respective assets or properties or any part thereof to an extent which is material in the context of the Offer or the Wider Lavendon Group taken as a whole or the Wider TVH Group taken as a whole;

(ii) require, prevent or materially delay a divestiture by any member of the Wider TVH Group of any shares of other securities (or the equivalent) in any member of the Wider Lavendon Group;

(iii) impose any material limitation on, or result in a material delay in, the ability of any member of the Wider TVH Group directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of shares or securities convertible into shares in any member of the Wider Lavendon Group or the Wider TVH Group or to exercise voting or management control over any such member to an extent which is material in the context of the Offer or the Wider Lavendon Group taken as a whole or the Wider TVH Group taken as a whole;

(iv) otherwise materially adversely affect the business, assets, profits or prospects of any member of the Wider TVH Group or the Wider Lavendon Group;

(v) make the Offer or its implementation, the Transaction or the acquisition or proposed acquisition by Libra Bidco or any member of the Wider TVH Group of any shares or other securities in, or control or management of Lavendon void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, materially prevent, restrain, restrict, prohibit, delay or otherwise materially challenge, impede, interfere with the same, or impose additional material conditions or obligations with respect thereto, or otherwise materially challenge, impede or interfere therewith;

(vi) except pursuant to sections 974 to 991 of the Companies Act 2006, require any member of the Wider TVH Group or the Wider Lavendon Group to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider Lavendon Group or the Wider TVH Group owned by any third party;

(vii) impose any material limitation on the ability of any member of the Wider Lavendon Group to co-ordinate its business, or any part of it, with all or any part of the businesses of any other members of the Wider Lavendon Group or the Wider TVH Group to an extent which is material in the context of the Offer or the Wider Lavendon Group taken as a whole or the Wider TVH Group taken as a whole; or

(viii) result in any member of the Wider Lavendon Group ceasing to be able to carry on business under any name under which it presently does so to an extent which is material in the context of the Offer or the Wider Lavendon Group taken as a whole or the Wider TVH Group taken as a whole,

and all applicable waiting and other time periods during which any such Third Party could decide to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Offer, the Transaction or the acquisition or proposed acquisition of any shares or other securities in Lavendon having expired, lapsed or been terminated.

(b) All necessary authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals of the proposed acquisition of any shares in, or control of, Lavendon by any member of the Wider TVH Group:

(i) having been obtained in terms and in a form reasonably satisfactory to Libra Bidco from all appropriate Third Parties or persons with whom any member of the Wider Lavendon Group has entered into material contractual arrangements; and

(ii) together with all authorisations, orders, recognitions, grants, licences, confirmations, clearances, permissions and approvals necessary to carry on the business of any member of the Wider Lavendon Group, remaining in full force and effect; and there being no notice of any intention to revoke or not to renew any of the same at the time at which the Offer becomes otherwise unconditional,

in each of the cases in Conditions 2(b)(i) and 2(b)(ii), where the absence of such filing, authorisation or other matter referred to would reasonably be expected to have a material adverse effect on the Wider TVH Group taken as a whole in the context of the Offer.

Certain matters arising as a result of any arrangement, agreement etc.

(c) Except as Disclosed, since 30 June 2016, there being no provision of any agreement, arrangement, licence, franchise, permit or other instrument to which any member of the Wider Lavendon Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject, which in consequence of the Offer, the Transaction or the proposed acquisition of any shares in Lavendon or because of a change in the control or management of any member of the Wider Lavendon Group or which would reasonably be expected to result in (in each case to an extent which is material and adverse to the Wider TVH Group taken as a whole):

(i) any moneys borrowed by or any other indebtedness (actual or contingent) of, or grant available to any such member, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) any such agreement, arrangement, lease, franchise, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being or becoming capable of being terminated or adversely modified or affected or any obligation or liability arising or any action being taken or arising thereunder;

(iii) any assets or interests of any such member being or falling to be disposed of or charged or ceasing to be available to any such member or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any such member;

(iv) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member or any such mortgage, charge or other security interest (whenever created arising or having arisen) becoming unenforceable;

(v) the rights, liabilities, obligations or interests of any such member in, or the business of any such member with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected;

(vi) the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected;

(vii) any such member ceasing to be able to carry on business under any name under which it presently does so; or

(viii) the creation of any liability, actual or contingent, by any such member for which any such member may be responsible (other than in the ordinary course of business),

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Lavendon Group is a party or by or to which any such member or any of its assets is bound, entitled or subject, would reasonably be expected to result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (viii) of this Condition 2(c) in any case where such result would be material and adverse in the context of the Wider Lavendon Group taken as a whole.

No material transactions, claims or changes in the conduct of the business of the Wider Lavendon Group

(d) Except as Disclosed, no member of the Wider Lavendon Group having to an extent which is material in the context of the Wider Lavendon Group taken as a whole, since 30 June 2016:

(i) save as between Lavendon and wholly-owned subsidiaries of Lavendon or for Lavendon Shares issued pursuant to the Lavendon Share Schemes, issued, authorised or proposed the issue of additional shares of any class;

(ii) sold or transferred or agreed to sell or transfer any Lavendon Shares held by Lavendon as treasury shares except for the issue or transfer out of treasury of Lavendon Shares on the exercise of employee share options or vesting of executive share awards;

(iii) save as between Lavendon and wholly-owned subsidiaries of Lavendon or in connection with the Lavendon Share Schemes, issued or agreed to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;

(iv) except for the interim dividend which was paid on 7 October 2016, other than to another member of the Lavendon Group, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution whether payable in cash or otherwise;

(v) save for intra-Lavendon Group transactions, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinary course of business and to an extent which would reasonably be expected to have a material adverse effect on the Wider TVH Group taken as a whole in the context of the Offer;

(vi) save for intra-Lavendon Group transactions, made or authorised or proposed or announced an intention to propose any change in its loan capital or any other debt obligations;

(vii) issued, authorised or proposed the issue of any debentures or (save for intra-Lavendon Group transactions), save in the ordinary course of business, incurred or increased any indebtedness or become subject to any contingent liability, which in any case would reasonably be expected to have a material adverse effect on the Wider TVH Group taken as a whole in the context of the Offer;

(viii) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;

(ix) other than pursuant to the Offer, implemented, or authorised, proposed or announced its intention to implement, any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business, entered into or changed the terms of, or made any offer (which remains open for acceptance) to enter into or change the terms of any contract, service agreement, commitment or arrangement with any director or senior executive other than in the ordinary cause of business in a manner consistent with past practice;

(x) entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or could be restrictive on the businesses of any member of the Wider Lavendon Group or which involves or is reasonably likely to involve an obligation of such a nature or magnitude or which is other than in the ordinary course of business, which, taken together with any other such contract, arrangement, transaction or commitment, would reasonably be expected to have a material adverse effect on the Wider TVH Group taken as a whole in the context of the Offer;

(xi) (other than in respect of a member which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed, which in any case would reasonably be expected have a material adverse effect on the Wider TVH Group taken as a whole in the context of the Offer;

(xii) been unable or admitted in writing that it is unable to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(xiii) waived or compromised any claim otherwise than in the ordinary course of business which would reasonably be expected to have a material adverse effect on the Wider TVH Group taken as a whole in the context of the Offer;

(xiv) except as disclosed on publicly available registers, made any alteration to its memorandum or articles of association or other incorporation documents;

(xv) entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities, in each case other than in the ordinary course of business;

(xvi) made or agreed or consented to any change to:

(A) the terms of any other pension scheme(s) established by any member of the Wider Lavendon Group for its directors, employees or their dependents;

(B) the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder;

(C) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

(D) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made;

(xvii) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Wider Lavendon Group;

or

(xviii) having taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of Lavendon Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the City Code.

No adverse change, litigation or regulatory enquiry

(e) Except as Disclosed, since 30 June 2016:

(i) no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits of any member of the Wider Lavendon Group which in any case would reasonably be expected to be of material significance to the Wider TVH Group in the context of the Offer;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Lavendon Group is or may become a party (whether as a plaintiff, defendant or otherwise) having been instituted announced or threatened by or against or remaining outstanding in respect of any member of the Wider Lavendon Group which in any case would reasonably be expected to have a material adverse effect on the Wider TVH Group taken as a whole in the context of the Offer;

(iii) no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Lavendon Group having been threatened, announced or instituted or remaining outstanding by, against or in respect of any member of the Wider Lavendon Group, in each case to an extent which is material and adverse in the context of the Wider Lavendon Group taken as a whole;

(iv) no contingent or other liability of any member of the Wider Lavendon Group having arisen or become apparent to Wider TVH Group which would be reasonably likely to materially adversely affect the Wider Lavendon Group, taken as a whole;

(v) no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Lavendon Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which might reasonably be expected to have a material adverse effect on the Wider Lavendon Group.

No discovery of certain matters

(f) Save as Disclosed, TVH not having discovered:

(i) that any financial, business or other information concerning the Wider Lavendon Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Wider Lavendon Group is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make that information not misleading, and which was not subsequently corrected before the Offer becomes wholly unconditional (either publicly or otherwise to TVH), in any case to an extent which would reasonably be expected to have a material adverse effect on the Wider TVH Group taken as a whole in the context of the Offer;

(ii) that any member of the Wider Lavendon Group or any partnership, company or other entity in which any member of the Wider Lavendon Group has a significant economic interest and which is not a subsidiary undertaking of Lavendon is subject to any liability (contingent or otherwise) and which in any case would reasonably be expected to have a material adverse effect on the Wider TVH Group taken as a whole in the context of the Offer;

(iii) that the Wider Lavendon Group performs any services for, or on behalf of, any such company or other person or has engaged in a practice or conduct which would constitute an offence under the Bribery Act 2010 or other applicable anti-corruption legislation;

(iv) that any past or present member of the Wider Lavendon Group has not complied in any material respect with all applicable legislation, regulations or other requirements of any jurisdiction or any authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions or approvals relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including property) or harm human or animal health or otherwise relating to environmental matters or the health and safety of humans, which noncompliance would be likely to give rise to any material liability on the part of any member of the Wider Lavendon Group;

(v) that there has been a disposal, discharge, spillage, accumulation, release, leak, emission or the migration, production, supply, treatment, storage, transport or use of any waste or hazardous substance or any substance likely to impair the environment (including any property) or harm human or animal health which (whether or not giving rise to noncompliance with any law or regulation), would be likely to give rise to any liability (whether actual or contingent) on the part of any member of the Wider Lavendon Group which is material in the context of the Wider Lavendon Group taken as a whole;

(vi) that there is or is reasonably likely to be any obligation or liability (whether actual or contingent) or requirement to make good, remediate, repair, reinstate or clean up any property, asset or any controlled waters currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider Lavendon Group (or on its behalf) under any environmental legislation, common law, regulation, notice, circular, authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions or approvals or order of any Third Party in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto which is material in the context of the Wider Lavendon Group taken as a whole;

(vii) that circumstances exist (whether as a result of making the Offer or otherwise) which would be reasonably likely to lead to any Third Party instituting (or whereby any member of the Wider Lavendon Group would be likely to be required to institute), an environment audit or take any steps which would in any such case be reasonably likely to result in any actual or contingent liability to improve or install new plant or equipment or to make good, repair, reinstate or clean up any property of any description or any asset now or previously owned, occupied or made use of by any past or present member of the Wider Lavendon Group (or on its behalf) or by any person for which a member of the Wider Lavendon Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest, in each case which is material in the context of the Offer and the Wider Lavendon Group taken as a whole; or

(viii) that any asset of any member of the Wider Lavendon Group constitutes criminal property as defined in section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).

Part B: Certain further terms of the Offer

1. Subject to the requirements of the City Code and the Panel, Libra Bidco reserves the right to waive in whole or in part, but subject to the provisions of the City Code, all or any of the above Conditions 2(a) to (f) (inclusive). Conditions 2(a) to (f) (inclusive) not waived (where permitted or capable of waiver), must be fulfilled within 21 days after the later of the First Closing Date and the date on which Condition 1 is fulfilled (or, in each case, such later date as the Panel may agree) failing which the Offer will lapse. However, Libra Bidco shall be under obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions 2(a) to (f) (inclusive) by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

2. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

3. Under Rule 13.5 of the City Code, Libra Bidco may not invoke a condition to the Offer so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the condition are of material significance to the Wider TVH Group in the context of the Offer. Condition 1 is not subject to this provision of the City Code.

4. The Offer is be governed by English law and will be subject to the jurisdiction of the English courts and to the Conditions set out above and in the formal Offer Document. The Offer will be subject to the applicable rules and regulations of the FCA and the London Stock Exchange and the City Code.

5. If Libra Bidco is required by the Panel to make a takeover offer for Lavendon Shares under the provisions of Rule 9 of the City Code, Libra Bidco may make such alterations to any of the above conditions as are necessary to comply with the provisions of that Rule.

6. Libra Bidco reserves the right, subject to the prior consent of the Panel, to implement the Offer by way of a scheme of arrangement under Part 26 of the Companies Act. In such event, the Offer will be implemented on the same terms, so far as applicable, as those which would apply under a contractual offer, subject to appropriate amendments to reflect the change in method of effecting the Offer.

7. Lavendon Shares will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, 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.

8. If any dividend or other distribution is authorised, declared, made or paid in respect of the Lavendon Shares 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 other dividend or other distribution. If such reduction occurs, any reference in this Announcement to the Cash Consideration will be deemed to be a reference to the Cash Consideration as so reduced. To the extent that such a dividend or distribution has been declared, paid, made or is payable, it will be: (i) transferred pursuant to the Offer on a basis which entitles Libra Bidco to receive the dividend or distribution and to retain it; or (ii) cancelled, and the Cash Consideration will not be subject to change in accordance with this paragraph. Any exercise by Libra Bidco of its rights referred to in this paragraph will be the subject of an announcement and, for the avoidance of doubt, will not be regarded as constituting any revision or variation of the Offer.

9. The availability of the Offer to holdings outside of the UK may be affected by the law of the relevant jurisdiction. Persons not resident in the UK should inform themselves of local law requirements.

10. Unless otherwise determined by TVH and Libra Bidco or required by the City Code and permitted by applicable law and regulation

(a) the Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or other forms of electronic transmission) of interstate or foreign commerce of, or by any facility of a national state or other securities exchange of any Restricted Jurisdiction and no person may vote using any such use, means, instrumentality or facility or from within any Restricted Jurisdiction; and

(b) this announcement should not be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction.

 

APPENDIX II

UNDERTAKINGS

Lavendon Shareholder Undertakings

Name of LavendonShareholder

Number of LavendonShares

Percentage of Lavendon issued share capital

GVQ Investment Funds (Dublin) PLC

10,950,130

6.4

Unicorn Asset Management Limited

10,018,857

5.9

 

The irrevocable undertakings cease to be binding and shall lapse if:

(a) this Announcement had not been released by 10 a.m. on 22 November 2016;(b) the Offer does not proceed because:(i) the Panel consents to Libra Bidco not proceeding;(ii) an event occurs which means that Libra Bidco is no longer required by the City Code to proceed with the Offer; or(iii) Libra Bidco becomes aware that any Condition of the Offer has or may become incapable of being fulfilled and the Panel consents to Libra Bidco not proceeding with the Offer;(c) in the event that the Offer is implemented by way of a scheme of arrangement, the scheme terminates or lapses in accordance with its terms or otherwise becomes incapable of ever becoming effective, provided that Libra Bidco has not, within seven days of the scheme having so terminated or lapsed, announced in accordance with Rule 2 of the City Code that it intends to implement the Offer by way of a takeover offer; or(d) the Offer lapses or is withdrawn.In addition, the providers of the irrevocable undertakings retain the right to accept any higher offer (whatever the means by which it is to be implemented), made in respect of the shares the subject of the irrevocable undertaking, the value of which is at the date of such announcement is at least five per cent. higher than the per share consideration being offered by Libra Bidco, subject to a right for Libra Bidco to match such higher offer within twenty-one days.

 

APPENDIX III

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this Announcement, unless otherwise stated, or the context otherwise requires, the following bases and sources have been used:

1. The financial information relating to the TVH Group has been extracted or derived (without any adjustment) from the audited financial statements of TVH Group for the year ended 30 September 2015.

2. The financial information relating to Lavendon has been extracted or derived (without any adjustment) from the audited annual report and accounts for Lavendon for the year ended 31 December 2015 and the Lavendon management accounts for the nine month period ended 30 September 2016.

3. As at the close of business on 10 November 2016, Lavendon had in issue 169,992,243 Lavendon Shares.

4. Any reference to the issued and to be issued share capital of Lavendon is based on:

(a) the 169,992,243 Lavendon Shares referred to in paragraph 3 above; and

(b) A maximum of 3,636,514 Lavendon Shares which may be issued on or after the date of this Announcement in connection with the Lavendon Share Schemes.

5. Unless otherwise stated, all prices and Closing Prices for Lavendon Shares are closing middle market quotations derived from the London Stock Exchange Daily Official List (SEDOL).

6. The enterprise value of Lavendon is based on the Offer price of 205 pence per Lavendon Share, issued share capital of Lavendon 169,992,243 and Lavendon's net debt of £158 million as at 30 September 2016 as set out in Lavendon's Third Quarter Trading Update 2016 released on 15 November 2016.  

 

 

APPENDIX IV

DEFINITIONS

 

"Announcement" means this Announcement made pursuant to Rule 2.7 of the City Code;

 "associated undertaking"` has the meaning given by paragraph 19 of Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 other than paragraph 19(1)(b) of Schedule 6 to those Regulations which shall be excluded for this purpose;

"Board" means the board of directors of Lavendon

"BofA Merrill Lynch" means Merrill Lynch International, a subsidiary of Bank of America Corporation

"Business Day" means a day, (other than a Saturday, Sunday, public or bank holiday) on which banks are generally open for business in London;

"Cash Consideration" means the cash amount of 205 pence payable by Libra Bidco under the Offer in respect of each Lavendon Share, as adjusted in accordance with the terms of the Offer;

"City Code" means the City Code on Takeovers and Mergers;

"Closing Price" means the closing middle market quotations of a share on a particular trading day as derived from the Daily Official List;

"Conditions" means the conditions of the Transaction set out in Appendix I to this Announcement;

"Confidentiality and Standstill Agreement" means the confidentiality and standstill agreement entered into between TVH and Lavendon, dated 13 October 2016;

"Daily Official List" means the Daily Official List published by the London Stock Exchange;

"Dealing Disclosure" has the same meaning as in Rule 8 of the City Code;

"Disclosed" means the information which has been fairly disclosed (i) in the Annual Report and Accounts for Lavendon for the year ended 31 December 2015 or the Interim Report for the six months ended 30 June 2016, (ii) in any other public announcement made in accordance with the Disclosure and Transparency Rules or the Listing Rules by Lavendon prior to the date of this Announcement, (iii) in this Announcement, or (iv) as otherwise fairly disclosed by or on behalf of Lavendon to TVH (or their respective officers, employees, agents or advisers) prior to the date of this Announcement;

"Disclosure and Transparency Rules" means the disclosure guidance and transparency rules made by the FCA under section 73A of the Financial Services and Markets Act 2000, as amended from time to time;

"EPS" means earnings per share;

"EU" means the European Union;

"FCA" or "Financial Conduct Authority" means the Financial Conduct Authority in the UK and any successor authorities;

"First Closing Date" the date which falls 21 days after the date on which the Offer Document is published;

"Lavendon" or the "Company" means Lavendon Group plc, incorporated in England and Wales with registered number 2771891;

"Libra Bidco" means Libra Bidco Limited, incorporated in England and Wales with registered number 2811536;

"Lavendon Directors" the directors of Lavendon;

"Lavendon Group" means Lavendon and its subsidiaries and subsidiary undertakings (unless otherwise stated);

"Lavendon Shareholders" means the holders of Lavendon Shares;

"Lavendon Shares" means the ordinary shares of 1 pence each in the capital of Lavendon;

"Lavendon Share Schemes" means each of the following share incentive schemes of Lavendon: (i) the Lavendon 2006 Long Term Incentive Plan, approved by shareholders of Lavendon on 28 April 2006, adopted by the Board on 28 April 2006 and amended by resolution of the remuneration committee of the Board on 11 April 2012; (ii) the Lavendon 2015 Long Term Incentive Plan, approved by shareholders of Lavendon on 16 April 2015 and adopted by the Board on 16 April 2015; (iii) the Lavendon Deferred Share Bonus Plan, approved by shareholders of Lavendon on 19 April 2012, adopted by the Board on 19 April 2012 and amended by the remuneration committee of the Board on 24 February 2015; and (iv) the Lavendon Share Incentive Plan, approved by shareholders of Lavendon on 25 April 2007 and adopted by the Board on 31 August 2007 and approved by HM Revenue & Customs with reference A100240/EJM;

 "Listing Rules" means the rules and regulations made by the FCA in its capacity as the UK Listing Authority under section 73A of the Financial Services and Markets Act 2000, contained in the UK Listing Authority's publication of the same name;

"London Stock Exchange" means London Stock Exchange plc;

"Offer Period" means the offer period (as defined in the City Code) commencing on 22 November 2016;

"Official List" means the official list maintained by the UK Listing Authority;

"Opening Position Disclosure" means an announcement containing details of interests or short positions in, or rights to subscribe for, any relevant securities of a party to the offer if the person concerned has such a position;

"Overseas Shareholders" means Lavendon Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the UK;

"PBT" means profit before tax;

"Panel" means the Panel on Takeovers and Mergers;

"Registrar of Companies" means the Registrar of Companies in England and Wales;

"Restricted Jurisdiction" means any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available to Lavendon Shareholders in that jurisdiction;

 "Offer Document" means the document to be dispatched to Lavendon Shareholders containing inter alia, the details of the Offer, including the full terms and conditions thereof;

"significant interest" means a direct or indirect interest in twenty per cent. or more of the equity share capital (as defined in the Companies Act 2006);

"subsidiary" has the meaning given in section 1159 of the Companies Act 2006;

"subsidiary undertaking" has the meaning given to it in the Companies Act 2006;

"TVH" means TVH Group N.V., whose registered office is at Brabantstraat 15, 8790 Waregem, Belgium;

"TVH Equipment" has the meaning given to it in paragraph 5 of this Announcement;

"TVH Group" means TVH and its Subsidiaries and subsidiary undertakings from time to time;

"TVH Parts" has the meaning given to it in paragraph 5 of this Announcement;

"Third Party" means each of the following: government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution or any other similar body or person whatsoever in any jurisdiction;

"Transaction" means the proposed acquisition of the entire issued and to be issued share capital of Lavendon by Libra Bidco;

"undertaking" has the meaning given to it in the Companies Act 2006;

"UK" means the United Kingdom of Great Britain and Northern Ireland;

"UK Listing Authority" means the FCA, acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000;

"US" means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia;

"US Exchange Act" means the US Securities Exchange Act of 1934, as amended;

"Wider TVH Group" means TVH and its subsidiary undertakings, associated undertakings and any other undertaking in which TVH and/or such undertakings (aggregating their interests) have a significant interest; and

"Wider Lavendon Group" means Lavendon and its subsidiary undertakings, associated undertakings and any other undertaking in which Lavendon and/or such undertakings (aggregating their interests) have a significant interest.

 

All references to "pence", "Sterling", "Pounds sterling", "p" or "£" are to the lawful currency of the UK.

All references to "Euro" or "€" are to the lawful currency of the member states of the European Union that adopt the single currency in accordance with the Treaty establishing the European Community (signed in Rome on March 25, 1957), as amended by the Treaty on European Union (signed in Maastricht on February 7, 1992) and as amended by the Treaty of Amsterdam (signed in Amsterdam on October 2, 1997) and includes, for this purpose, Council Regulations (EC) No. 1103/97 and No. 974/98.

 

All references to statutory provision or law or to any order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom.

 

All the times referred to in this Announcement are London times unless otherwise stated. References to the singular include the plural and vice versa.


[1] Based on the value of the entire issued share capital of Lavendon of approximately £348 million implied by the Offer and Lavendon's net debt of £158 million as at 30 September 2016 as set out in Lavendon's Third Quarter Trading Update 2016 released on 15 November 2016. 

[2] Based on the value of the entire issued share capital of Lavendon of approximately £348 million implied by the Offer and Lavendon's net debt of £158 million as at 30 September 2016 as set out in Lavendon's Third Quarter Trading Update 2016 released on 15 November 2016.

[3] Based on the sum of TVH's revenue for the year ended 30 September 2015 of €1,173.6 million and Lavendon's revenue for the year ended 31 December 2015 of £248.6 million, translated to Euros at the average GBP/EUR exchange rate for the period of 1.377 per Lavendon's 2016 Half Year Results Presentation.

[4] Based on Access International aerial work platform fleet rankings for July-August 2016.

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