31 Jan 2017 18:23
31 January 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
Lavendon Group plc
("Lavendon")
Response to TVH Group N.V. Announcement
The Board of Lavendon (LSE: LVD) notes the announcement issued earlier today by TVH Group N.V. ("TVH") that, with the consent of the Takeover Panel and the Board of Lavendon, TVH will not publish a revised offer document in relation to its Third Increased Offer of 261 pence in cash per Lavendon share announced on 3 January 2017. Accordingly the offer by TVH has lapsed and as a result is no longer capable of acceptance.
On 18 January 2017, the boards of directors of Lavendon and Loxam SAS ("Loxam") announced an increased recommended all cash offer of 270 pence per share for the entire issued and to be issued share capital of Lavendon by Loxam. Further to that announcement, the boards of directors of Lavendon and Loxam announced earlier today that the revised offer document containing the terms and conditions of the Third Increased Recommended Offer and the procedures for its acceptance, together with the related Form of Acceptance, are being posted today to Lavendon Shareholders and, for information purposes only, to participants in the Lavendon Share Schemes and persons with information rights.
The Board of Lavendon has unanimously recommended that Lavendon Shareholders accept this increased Loxam offer.
For further information, please contact:
FTI Consulting | Tel: +44 (0)20 3727 1000 |
(PR Adviser to Lavendon) | |
Jonathon Brill | |
James Styles |
Disclosure requirements of the Code:
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 Takeover Code, any person who is, or becomes, interested in 1% 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(s), 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 pm (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 Takeover 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
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be published on the Lavendon website (www.lavendongroup.com) and on the Loxam website (www.loxamgroup.com) by no later than 12 noon on 1 February 2017.
The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Ends