TIDMLVD
RNS Number : 8063W
Loxam SAS
14 February 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
For immediate release
14 February 2017
THIRD RECOMMED CASH OFFER
FOR
LAVON GROUP PLC ("Lavendon")
BY
LOXAM SAS ("LOXAM")
OFFER UNCONDITIONAL IN ALL RESPECTS
1. Introduction
On 18 January 2017, the boards of directors of Loxam and
Lavendon announced that they had reached agreement on the terms of
an increased recommended cash offer for the entire issued and to be
issued share capital of Lavendon by Loxam (the "Third Increased
Recommended Offer").
An offer document setting out the full terms and conditions of
the Third Increased Recommended Offer was published on 31 January
2017 (the "Revised Offer Document").
Capitalised terms used but not defined in this announcement
shall have the meaning given to them in, or incorporated by
reference into, the Revised Offer Document.
2. Offer unconditional in all respects
The boards of directors of Loxam and Lavendon are pleased to
announce that, by virtue of the level of acceptances set out below,
the Third Increased Recommended Offer has become unconditional as
to acceptances.
As all of the conditions to the Third Increased Recommended
Offer have now been satisfied or waived, Loxam is pleased to
declare the Third Increased Recommended Offer unconditional in all
respects.
The Third Increased Recommended Offer will remain open for
acceptance until further notice.
3. Level of acceptances
As at 3.00 p.m. on 13 February 2017, valid acceptances had been
received from Lavendon Shareholders in respect of 101,174,360
Lavendon Shares (representing approximately 59.5 per cent. of the
current issued ordinary share capital of Lavendon). Of these,
acceptances have been received in respect of 32,639,348 Lavendon
Shares (representing approximately 19.2 per cent. of the current
issued share capital of Lavendon), pursuant to the terms of
irrevocable undertakings to accept (or procure the acceptance of)
the Third Increased Recommended Offer given by certain Lavendon
Shareholders, including the Lavendon Directors.
None of the acceptances of the Third Increased Recommended Offer
received have been from persons acting in concert with Loxam.
Persons acting in concert with Loxam hold Lavendon Shares as
follows:
Names Lavendon Shares % holding
Deutsche Bank 10,294 0.01
The percentage holdings of Lavendon Shares referred to in this
announcement are based on there being a total of 170,002,176
Lavendon Shares in issue on 10 February 2017.
4. Consideration
Settlement of the consideration due under the Third Increased
Recommended Offer is expected to be despatched on or before 27
February 2017 to those Lavendon Shareholders who have validly
accepted the Third Increased Recommended Offer on or before 3.00
p.m. (London time) on 13 February 2017. Thereafter, the
consideration will be despatched to Lavendon Shareholders who
validly accept the Third Increased Recommended Offer within 14 days
of receipt of an acceptance valid in all respects.
5. Compulsory Acquisition, Delisting and Cancellation of
Trading
Subject to Loxam receiving valid acceptances in respect of
Lavendon Shares which, together with the Lavendon Shares acquired,
or agreed to be acquired, before or during the Offer by Loxam,
represent not less than 75 per cent. of the voting rights attaching
to the Lavendon Shares, Loxam intends to procure that Lavendon will
make an application for cancellation, respectively, of the
admission to trading in Lavendon Shares on the London Stock
Exchange's main market for listed securities and of the listing of
Lavendon Shares on the premium listing segment of the Official List
and that Loxam will seek to re-register Lavendon as a private
limited company.
A notice period of not less than 20 Business Days before the
cancellation will commence on the date on which Loxam attains 75
per cent. or more of the voting rights of Lavendon as described
above.
Delisting would significantly reduce the liquidity and
marketability of any Lavendon Shares not assented to the Third
Increased Recommended Offer.
If Loxam receives acceptances of the Third Increased Recommended
Offer in respect of, and/or otherwise acquires not less than 90 per
cent. of the Lavendon Shares to which the Third Increased
Recommended Offer relates by nominal value and voting rights
attaching to such shares, Loxam intends to exercise its rights
pursuant to sections 974 to 991 of the Companies Act 2006 to
acquire compulsorily, on the same terms as the Third Increased
Recommended Offer, the remaining Lavendon Shares in respect of
which the Third Increased Recommended Offer has not at such time
been accepted.
6. Action to be taken
Lavendon Shareholders who have not accepted the Third Increased
Recommended Offer are urged to do so as soon as possible.
Lavendon Shareholders wishing to accept the Third Increased
Recommended Offer in respect of certificated Lavendon Shares should
complete and return either the Form of Acceptance which accompanied
the Original Offer Document or the Form of Acceptance which
accompanied the Revised Offer Document.
Lavendon Shareholders wishing to accept the Third Increased
Recommended Offer in respect of uncertificated shares should do so
electronically through CREST. If you hold your Lavendon Shares as a
CREST sponsored member, you should refer acceptance of the Third
Increased Recommended Offer to your CREST sponsor as only your
CREST sponsor will be able to send the necessary TTE instruction to
Euroclear.
Lavendon Shareholders who have already accepted the Original
Offer will receive the price per Lavendon Share payable under the
Third Increased Recommended Offer and do not need to take any
further action.
If you have any questions relating to this announcement or the
Revised Offer Document, please contact the Receiving Agent,
Equiniti Limited on 0333 207 6523 or +44 121 415 0906 if calling
from outside the UK. The helpline is open between 8.30 a.m. and
5.30 p.m., Monday to Friday excluding public holidays in England
and Wales.
Enquiries:
Loxam SAS Tel: +33 1 58 44 01
91
Gérard Déprez,
President
Patrick Bourmaud, Chief
Finance Officer
Rothschild Tel: +44 (0)20 7280
5000
(Financial Adviser to Loxam)
Ravi Gupta
Laurent Baril
Niall McBride
Deutsche Bank Tel: +44 (0)20 7545
8000
(Financial Adviser to Loxam)
Richard Sheppard
Chris Raff
Neil Collingridge (Corporate
broker)
Jimmy Bastock (Corporate
broker)
Brunswick
(PR Adviser to Loxam)
London Tel: +44 (0) 20 7404
5959
Jonathan Glass
Mike Smith
Paris Tel: +33 1 53 96 83
83
Agnes Catineau
Tristan Bourassin
Canaccord Genuity Tel: +44 (0)20 7523
8000
(Sole Financial Adviser
to Lavendon)
Chris Robinson
Miles Cox
Peel Hunt Tel: +44 (0)20 7418
8900
(Corporate Broker to Lavendon)
Justin Jones
Mike Bell
FTI Consulting Tel: +44 (0)20 3727
1000
(PR Adviser to Lavendon)
Jonathon Brill
James Styles
Important Notices relating to Financial Advisers
N.M. Rothschild & Sons Limited ("Rothschild"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting exclusively for Loxam and no one else in connection with the
Third Increased Recommended Offer and will not be responsible to
anyone other than Loxam for providing the protections afforded to
its clients or for providing advice in relation to the contents of
this announcement, in connection with the Third Increased
Recommended Offer or any other matter referred to herein or in the
Revised Offer Document.
Deutsche Bank AG ("Deutsche Bank") is authorised under German
Banking Law (competent authority: European Central Bank). Deutsche
Bank is subject to supervision by the European Central Bank and by
BaFin, Germany's Federal Financial Supervisory Authority, and is
subject to limited regulation in the United Kingdom by the
Prudential Regulation Authority and Financial Conduct Authority.
Deutsche Bank is acting as financial adviser to Loxam and no one
else in connection with the contents of this announcement and will
not be responsible to anyone other than Loxam for providing the
protections afforded to its clients or for providing advice in
connection with the contents of this announcement or any other
matter referred to herein or in the Revised Offer Document.
Canaccord Genuity Limited ("Canaccord Genuity"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting exclusively for Lavendon in connection with the matters set
out in this announcement and for no one else and will not be
responsible to anyone other than Lavendon for providing the
protections afforded to its clients or for providing advice in
relation to the matters set out in this announcement.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
in the United Kingdom by the FCA, is acting exclusively for
Lavendon in connection with the matters set out in this
announcement and for no one else and will not be responsible to
anyone other than Lavendon 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. It is not
intended to and does not constitute, or form part of, an offer or
invitation or the solicitation of any offer to sell or purchase any
securities or the solicitation of any offer to otherwise acquire,
subscribe for, sell or otherwise dispose of any securities, or the
solicitation of any vote or approval of an offer to buy securities
in any jurisdiction, pursuant to the Third Increased Recommended
Offer or otherwise. The Third Increased Recommended Offer will be
made solely by means of the Revised Offer Document and, in respect
of Lavendon Shares held in certificated form, the Form of
Acceptance, which will contain the full terms and conditions of the
Third Increased Recommended Offer, including details of how the
Third Increased Recommended Offer may be accepted. Any decision in
respect of, or other response to, the Third Increased Recommended
Offer should be made only on the basis of the information contained
in those documents. Lavendon Shareholders are advised to read the
formal documentation in relation to the Third Increased Recommended
Offer carefully.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Jurisdictions
The release, publication or distribution of this announcement
in, and the availability of the Third Increased Recommended Offer
to persons who are residents, citizens or nationals of,
jurisdictions other than the United Kingdom may be restricted by
laws and/or regulations of those jurisdictions. Therefore any such
persons should inform themselves about and observe any applicable
legal or regulatory requirements in their jurisdiction. Any failure
to comply with the applicable requirements may constitute a
violation of the laws and/or regulations of any such jurisdiction.
Further details in relation to overseas shareholders will be
contained in the Revised Offer Document.
In particular, copies of this announcement and any formal
documentation relating to the Third Increased Recommended 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, without limitation, any agents, custodians, nominees
and trustees) must not mail or otherwise forward, distribute or
send them in or into or from any Restricted Jurisdiction. Unless
otherwise determined by the Offeror or required by the City Code,
and permitted by applicable law and regulation, the Third Increased
Recommended Offer is not being, and will not be, made, directly or
indirectly, in or into or from, or by the use of mail or any means
or instrumentality (including, but not limited to, facsimile,
e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of, any Restricted
Jurisdiction, and the Third Increased Recommended Offer may not be
capable of acceptance by any such use, means, instrumentality or
facilities.
The receipt of cash pursuant to the Third Increased Recommended
Offer by Lavendon Shareholders may be a taxable transaction under
applicable national, state or local, as well as foreign and other,
tax laws. Each Lavendon Shareholder is urged to consult its
independent professional adviser regarding the tax consequences of
accepting the Third Increased Recommended Offer.
This announcement has been prepared in compliance with English
law, the rules of the London Stock Exchange 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 of England and
Wales.
Notice to US Investors
The Third Increased Recommended Offer is being made to holders
of Lavendon Shares resident in the United States in reliance on,
and in compliance with, Section 14(e) of the Exchange Act, and
Regulation 14E thereunder. The Third Increased Recommended Offer is
being made in the United States by Loxam and no one else.
The Third Increased Recommended Offer is being made for
securities of a United Kingdom company and Lavendon Shareholders in
the United States should be aware that this announcement, the
Revised Offer Document and any other documents relating to the
Third Increased Recommended Offer have been or will be prepared in
accordance with the City Code and United Kingdom disclosure
requirements as to format and style, all of which differ from those
in the United States. Lavendon's financial statements, and all
financial information that is included in this announcement or that
may be included in the Revised Offer Document or any other
documents relating to the Third Increased Recommended Offer, have
been or will be prepared in accordance with United Kingdom
generally accepted accounting principles and International
Financial Reporting Standards and may not be comparable to
financial statements of United States companies.
The Third Increased Recommended Offer will be made in the United
States pursuant to applicable US tender offer rules and securities
laws (or pursuant to exemptive relief therefrom granted by the
United States Securities and Exchange Commission (the "SEC")) and
otherwise in accordance with the requirements of the City Code, the
Panel, the London Stock Exchange and the UK Financial Conduct
Authority. Accordingly, the Third Increased Recommended Offer will
be subject to disclosure and other procedural requirements,
including with respect to withdrawal rights, offer timetable,
settlement procedures and timing of payments that are different
from those applicable under United States domestic tender offer
procedures and law.
In particular, the payment and settlement procedure with respect
to the Third Increased Recommended Offer will comply with the
relevant United Kingdom rules, which differ from US payment and
settlement procedures, particularly with regard to the date of
payment of consideration.
To the extent permissible under applicable securities laws,
Deutsche Bank AG and its affiliates may from time to time purchase,
or enter into arrangements to purchase, Lavendon Shares either as
principal or agent before and during the period when the Third
Increased Recommended Offer remains open for acceptance. Pursuant
to Rule 14e-5(b) of the Exchange Act, any affiliate of a financial
adviser to the Loxam Group may from time to time make purchases of,
or arrangements to purchase, Lavendon Shares outside of the United
States, other than pursuant to the Third Increased Recommended
Offer, before or during the period in which the Third Increased
Recommended Offer is open for submission of tenders, so long as the
acquisitions or arrangements comply with the provisions of the
exemption provided under Rule 14e-5. Pursuant to Rule 14e-5 of the
Exchange Act, Loxam, its affiliates, nominees or brokers (acting as
agents), and a financial adviser and its affiliates, may from time
to time make purchases of, or arrangements to purchase, the
Lavendon Shares, other than pursuant to the Third Increased
Recommended Offer, before or during the period in which the Third
Increased Recommended Offer is open for submission of tenders so
long as those acquisitions or arrangements comply with the
provisions of the exemption provided under Rule 14e-5 of the
Exchange Act. These purchases may occur either in the open market
at prevailing prices or in private transactions at negotiated
prices. Information about such purchases will be disclosed as and
if required by applicable securities laws. In addition, in
accordance with the City Code, normal United Kingdom market
practice and Rule 14e-5(b) of the Exchange Act, Deutsche Bank will
continue to act as exempt principal trader in Lavendon securities
on the London Stock Exchange. These purchases and activities by the
exempt principal trader which are required to be made public in the
United Kingdom pursuant to the City Code will be reported to a
Regulatory Information Service and will be available on the London
Stock Exchange website at www.londonstockexchange.com. This
information will also be publicly disclosed in the United States to
the extent that such information is made public in the United
Kingdom.
Publication on Website and Availability of Hard Copies
A copy of this announcement and the documents required to be
published pursuant to Rule 26.1 and Rule 26.2 of the City Code will
be made available, subject to certain restrictions relating to
persons resident in any Restricted Jurisdiction, on Loxam's website
at www.loxamgroup.com promptly following publication of this
announcement and in any event by no later than 12 noon (London
time) on the Business Day following the date of this announcement
until the end of the Offer Period. For the avoidance of doubt, the
contents of that website are not incorporated into, and do not form
part of, this announcement.
Lavendon Shareholders may request a hard copy of this
announcement by contacting Equiniti Limited at Equiniti Limited,
Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex
BN9 6DA during business hours on 0333 207 6523 or, if calling from
outside the UK, on +44 121 415 0906. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside
the United Kingdom will be charged at the applicable international
rate. You may also request that all future documents, announcements
and information to be sent to you in relation to the Original Offer
or the Third Increased Recommended 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
communication from the Company may be provided to the Offeror
during the Offer Period as required under Section 4 of Appendix 4
of the City Code.
The company news service from the London Stock Exchange
END
OFFMMGMZNDVGNZG
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