31 Jan 2017 16:29
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
31 January 2017
Lapse of TVH's Final Offer
1. Introduction
On 30 November 2016, TVH Group N.V. ("TVH") published an offer document containing the full terms of, and conditions to, the offer (the "Offer Document") of 205 pence in cash per share of Lavendon Group plc ("Lavendon") announced on 22 November 2016.
TVH announced an increase to its offer to 261 pence in cash per Lavendon share on 3 January 2017 (the "Third Increased Offer") and, on 27 January 2017, announced that the Third Increased Offer was final and the offer price would not be increased.
2. Lapse of Final Offer
TVH today announces that, with the consent of the Takeover Panel and the Board of Lavendon, TVH will not publish a revised offer document in relation to the Third Increased Offer and accordingly its offer has lapsed and is no longer capable of acceptance.
Share certificates and/or other documents of title of Lavendon shareholders received by Computershare Investor Services plc ("Computershare"), in its capacity as receiving agent for the purposes of the TVH's offer, will be returned by post to such shareholders within 7 days of the date of this announcement.
Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Offer Document dated 30 November 2016.
Enquiries
Computershare (Receiving Agent) | +44 (0)370 707 1092 |
BofA Merrill Lynch (Sole Financial Adviser and Corporate Broker to TVH) |
+44 (0)20 7628 1000 |
Peter Luck Geoff Iles Justin Anstee Joshua Maguire | |
Tulchan Communications LLP (Media) | +44 (0)20 7353 4200 |
Andrew Grant David Allchurch Martin Robinson | |
Important notices
The person responsible for arranging the release of this announcement on behalf of TVH and Libra Bidco is Pascal Vanhalst (Member of the Executive Board of TVH).
Merrill Lynch International, a subsidiary of Bank of America Corporation, which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for TVH in connection with the matters set out in this announcement and for no one else and will not be responsible to anyone other than TVH for providing the protections afforded to its clients or for providing advice in relation to the matters set out in this announcement.
Further information
This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation, or the solicitation of an offer, to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Third Increased Offer or otherwise nor will there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
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. 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.
Publication on website and availability of hard copies
This Announcement and the documents required to be published pursuant to Rule 26.3 of the City Code will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on TVH's website at www.tvh.com.
Neither the content of any website referred to in this Announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this Announcement.
You may request a hard copy of this Announcement by contacting TVH on +32 56 434 324.
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.