TIDMASOG
RNS Number : 0892B
Toscafund Asset Management LLP
02 January 2015
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
2 JANUARY 2015
For immediate release
Recommended cash offer for AVANTA SERVICED OFFICE Group plc BY
TOSCA VEHICLE LIMITED
Offer declared unconditional IN ALL RESPECTS and extension of
the Offer
Introduction
On 21 November 2014, Tosca Vehicle Limited ("TVL") announced
that it intended to make a cash offer for the entire issued and to
be issued share capital of Avanta Serviced Office Group plc
("Avanta" or the "Company") not already owned or agreed to be
acquired by, TVL, to be implemented by means of a takeover offer
within the meaning of Part 28 of the Companies Act 2006. This offer
was subsequently revised and, on 2 December 2014, TVL and the Board
of Avanta announced that they had reached agreement in relation to
an increased cash offer which was recommended by the Board of
Avanta (the "Offer").
The full terms and conditions and the procedures for acceptances
of the Offer are set out in full in the offer document published by
TVL on 10 December 2014 (the "Offer Document"). Terms and
expressions used in this announcement shall, unless the context
otherwise requires, have the same meanings as given to them in the
Offer Document, a copy of which is available on Toscafund's website
at www.toscafund.com and Avanta's website at www.avanta.co.uk.
Level of acceptances
As at 1.00 p.m. (London time) on 31 December 2014, being the
First Closing Date of the Offer, TVL had received valid acceptances
of the Offer in respect of 19,264,365 Avanta Shares (representing
approximately 58.9 per cent. of the existing issued share capital
of Avanta). In addition, on 31 December 2014 TVL acquired 9,421,221
Avanta Shares (representing approximately 28.8 per cent. of the
existing issued share capital of Avanta) pursuant to the Share
Exchange Agreement.
Accordingly, on 31 December 2014, TVL either had acquired or had
received valid acceptances of the Offer in respect of, in
aggregate, 28,685,586 Avanta Shares (representing approximately
87.7 per cent. of the existing issued share capital of Avanta).
Offer unconditional in all respects
TVL is pleased to announce that the acceptance condition to the
Offer has, therefore, been satisfied and the Offer has become
unconditional as to acceptances. TVL also confirms that all the
remaining conditions to the Offer have now either been satisfied or
waived. Accordingly, TVL is pleased to announce that the Offer is
declared unconditional in all respects.
Extension of Offer
TVL further announces that the Offer is being extended and will
remain open for acceptance until further notice, and at least 14
days' notice will be given if TVL decides to close the Offer.
Avanta Shareholders who have not yet accepted the Offer are
urged to do so as soon as possible.
Further acceptances
The procedure for acceptance of the Offer is set out in
paragraph 16 of Part II of the Offer Document and, in the case of
Avanta Shares in certificated form (that is, not in CREST), in the
Form of Acceptance. To accept the Offer in respect of Avanta Shares
in certificated form, the completed and signed Form of Acceptance
should be returned to Capita Asset Services, the Receiving Agent.
Acceptances in respect of Avanta Shares in uncertificated form
should be made electronically through CREST. CREST sponsored
members should note that only CREST sponsors will be able to send
the necessary TTE Instruction to Euroclear.
Irrevocable undertakings
Prior to the announcement of the Offer, TVL had obtained
irrevocable undertakings to accept, or procure the acceptance of,
the Offer from certain Avanta Directors who are Avanta Shareholders
interested in 5,953,531 Avanta Shares (representing, in aggregate,
approximately 18.2 per cent. of the existing issued share capital
of Avanta). In respect of the Avanta Shares which are the subject
of those irrevocable undertakings, as at 1.00 p.m. (London time) on
31 December 2014, TVL had received valid acceptances of the Offer
of 5,953,531 Avanta Shares (representing approximately 18.2 per
cent. of the existing issued share capital of Avanta).
Letter of Intent
Prior to the announcement of the Offer, TVL had also obtained a
letter of intent to accept the Offer from Schroder Investment
Management Limited, which is interested in 4,942,364 Avanta Shares
(representing, in aggregate, approximately 15.1 per cent. of the
existing issued share capital of Avanta). In respect of the Avanta
Shares which are the subject of that letter of intent, as at 1.00
p.m. (London time) on 31 December 2014, TVL has received valid
acceptance of the Offer of 4,942,364 Avanta Shares (representing
approximately 15.1 per cent of the existing issued share capital of
Avanta).
Interests in Avanta Shares
As at 31 December 2014 (following completion of the transactions
contemplated in the Share Exchange Agreement), TVL and persons
acting in concert with it had interests in or rights to subscribe
for Avanta Shares as follows:
Name Nature of Number of % of Avanta
Interest Avanta Shares existing
issued share
capital
--------------- -------------- --------------- --------------
Ownership
of 30 pence
Tosca Vehicle ordinary
Limited shares 28,685,586 87.7%
--------------- -------------- --------------- --------------
Save as disclosed above, as at 1.00 p.m. (London time) on 31
December 2014, neither TVL, nor any person acting in concert with
it, was interested in, or had any rights to subscribe for any
relevant securities of Avanta, or had any short position (whether
conditional or absolute and whether in the money or otherwise),
including any short position under a derivative or any arrangement
in relation to any relevant securities of Avanta. For these
purposes, "arrangement" includes any agreement to sell or any
delivery obligation or right to require another person to purchase
or take delivery of any relevant securities of Avanta and any
borrowing or lending of any relevant securities of Avanta which
have not been on-lent or sold and any outstanding irrevocable
commitment or letter of intent with respect to any relevant
securities of Avanta.
Cancellation of admission to trading of the Avanta Shares on
AIM
As set out in the Offer Document, now that the Offer has been
declared unconditional in all respects and TVL has acquired more
than 75 per cent. of the voting rights attaching to Avanta Shares,
TVL intends to procure that Avanta applies to the London Stock
Exchange for the cancellation of the admission to trading of the
Avanta Shares on AIM. A further announcement will be made when the
expected date of cancellation of admission to trading is known. It
is also anticipated that, following the cancellation of admission
to trading of Avanta Shares on AIM, Avanta will be re-registered as
a private limited company under the relevant provisions of the
Companies Act.
Avanta Shareholders are, therefore, strongly recommended to
accept the Offer as the cancellation of the admission to trading on
AIM of Avanta Shares and the re-registration of Avanta as a private
limited company will significantly reduce the liquidity and
marketability of any Avanta Shares not already accepted to the
Offer.
Settlement
Settlement for those Avanta Shareholders who have validly
accepted the Offer by 31 December 2014 will be effected promptly in
accordance with applicable English law and regulation, and in any
event, on or before 14 January 2015.
Settlement for valid acceptances in respect of the Offer
received after 31 December 2014 will be effected promptly after
receipt of that acceptance in accordance with applicable English
law and regulation and, in any event, within 14 days of receipt of
that acceptance.
General
In accordance with Rule 30.4 of the Code, this announcement will
be available on on Toscafund's website at www.toscafund.com and
Avanta's website at www.avanta.co.uk by no later than 12.00 noon
(London time) on 5 January 2015.
Enquiries:
Toscafund Asset Management LLP Tel: +44(0) 207
Nigel Gliksten 845 6100
Whitman Howard Limited (financial Tel: +44(0) 207
adviser to TVL) 087 4550
Ranald McGregor-Smith
Nick Lovering
Avanta Serviced Office Group Tel: +44 (0)
plc 20 3008 6000
Daniel Taylor, Chairman
Alan Pepper, Chief Executive
Officer
Shore Capital and Corporate Tel: +44 (0)
Limited 207 408 4090
(Rule 3 financial adviser to
Avanta)
Stephane Auton
Patrick Castle
Weber Shandwick Tel: +44 (0)
Nick Oborne 207 367 5100
Whitman Howard Limited is authorised and regulated in the United
Kingdom by the Financial Conduct Authority. Whitman Howard Limited
is acting as financial adviser exclusively for Toscafund and TVL
and no-one else in connection with the matters set out in this
announcement and will not regard any other person as its client in
relation to the matters referred to in this announcement and will
not be responsible to anyone other than Toscafund and TVL for
providing the protections afforded to clients of Whitman Howard
Limited, nor for providing advice in relation to any matter
referred to herein.
Shore Capital and Corporate Limited, which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for Avanta and for no-one else in connection
with the Offer and will not be responsible to anyone other than
Avanta for providing the protections afforded to clients of Shore
Capital and Corporate Limited nor for providing advice in relation
to the Offer or any other matter or arrangement referred to in this
announcement.
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 security pursuant
to the Offer or otherwise. The Offer will be made solely by means
of the Offer Document and, in respect of Avanta Shares held in
certificated form, the Form of Acceptance, which will contain the
full terms and conditions of the Offer, including details of how
the Offer may be accepted. Any decision in respect of, or other
response to, the Offer should be made only on the basis of the
information contained in those documents.
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 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 persons who are subject to the laws
and regulations of any jurisdiction other than the United Kingdom
should inform themselves about and observe any applicable
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.
In particular, copies of this announcement and any formal
documentation 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. Unless otherwise
permitted by applicable law and regulation, 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.
The receipt of cash pursuant to the Offer by Avanta Shareholders
may be a taxable transaction under applicable national, state and
local, as well as foreign and other tax laws. Each Avanta
Shareholder is urged to consult their independent professional
adviser regarding the tax consequences of accepting the Offer.
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 of England and Wales.
Notice to US investors
The Offer will be made for securities in a UK company and Avanta
Shareholders in the United States should be aware that this
announcement, the Offer Document and any other documents relating
to the Offer have been, or will be, prepared in accordance with the
City Code and UK disclosure requirements, format and style, all of
which differ from those in the United States. Avanta's financial
statements, and all financial information that is included in this
announcement or that may be included in the Offer Document or any
other documents relating to the Offer, have been, or will be,
prepared in accordance with International Financial Reporting
Standards adopted by the European Union and therefore may not be
comparable to financial statements of US companies or companies
whose financial statements are prepared in accordance with US
GAAP.
The Offer, if required to be made, will be made in the United
States pursuant to applicable exemptions under the US tender offer
rules and securities laws and otherwise in accordance with the
requirements of the City Code, the Panel and the London Stock
Exchange. Accordingly, the 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 US domestic
tender offer procedures and law. In the United States, the Offer
will be made solely by TVL and not by its financial adviser.
Both Avanta and TVL are companies incorporated under the laws of
England and Wales. All of the assets of Avanta and TVL are located
outside of the United States. As a result, it may not be possible
for Avanta Shareholders in the United States to effect service of
process within the United States upon Avanta or TVL or their
respective officers or directors or to enforce against any of them
judgments of the United States predicated upon the civil liability
provisions of the federal securities laws of the United States. It
may not be possible to sue Avanta or TVL or their respective
officers or directors in a non-US court for violations of the US
securities laws. There is also a substantial doubt as to
enforceability in the United Kingdom in original actions, or in
actions for the enforcement of judgments of US courts, based on
civil liability provisions of US federal securities laws.
Ends
This information is provided by RNS
The company news service from the London Stock Exchange
END
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