TIDMLVD
RNS Number : 5262V
Loxam SAS
31 January 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
31 January 2017
THIRD RECOMMED CASH OFFER
FOR
LAVON GROUP PLC ("Lavendon")
BY
LOXAM SAS ("LOXAM")
PUBLICATION OF THE REVISED OFFER DOCUMENT
On 18 January 2017, the boards of directors of Lavendon and
Loxam announced a third increased recommended offer by Loxam of 270
pence per share for the entire issued and to be issued share
capital of Lavendon.
Further to that announcement, the boards of directors of
Lavendon and Loxam are pleased to announce that the revised offer
document containing the terms and conditions of the Third Increased
Recommended Offer and the procedures for its acceptance (the
"Revised Offer Document"), 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.
Subject to certain restrictions relating to persons in
Restricted Jurisdictions, the Revised Offer Document, together with
those documents listed in paragraph 15 of Section V of the Revised
Offer Document, will be made available on the Loxam website at
www.loxamgroup.com and on the Lavendon website at
www.lavendongroup.com.
The Closing Date of the Third Increased Recommended Offer is
1.00 p.m. on 14 February 2017.
Lavendon Shareholders wishing to accept the Third Increased
Recommended Offer in respect of certificated Lavendon Shares,
should complete either: (i) the Form of Acceptance accompanying the
Original Offer Document dated 15 December 2016; or (ii) the Revised
Form of Acceptance which will accompany 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.
Lavendon Shareholders who have already accepted the Original
Offer will receive the price per Lavendon Share payable under the
Third Increased Recommended Offer if the offer becomes
unconditional in all respects and so do not need to take any
further action.
If you have any questions relating to this announcement, the
Original Offer Document 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. between Monday and Friday,
excluding public holidays in England and Wales.
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.
Enquiries:
Loxam SAS Tel: +33 1 58 44 01
91
Gérard Déprez,
Chief Executive
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
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 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 aocument 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 Revised 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 once it has been despatched.
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.
Forward Looking Statements
This announcement contains statements about Loxam and the
Lavendon Group that are or may be forward looking statements. All
statements other than statements of historical facts included in
this announcement may be forward looking statements. They are based
on current expectations and projections about future events, and
are therefore subject to risks and uncertainties which could cause
actual results to differ materially from the future results
expressed or implied by the forward looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans" "believes", "expects", "aims","
intends", "will", "may", "anticipates", "estimates", "projects" or,
words or terms of similar substance or the negative thereof, are
forward looking statements. Forward looking statements include, but
are not limited to, statements relating to the following: (i)
statements relating to the expected benefits of the acquisition to
Loxam, the Wider Loxam Group and/or the Lavendon Group; (ii)
background to and reasons for the Third Increased Recommended
Offer; (iii) expectations of the impact of the acquisition on
revenue and earnings of Loxam, the Wider Loxam Group and/or the
Lavendon Group; (iv) future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects;
(v) business and management strategies and the expansion and growth
of Loxam's, the Wider Loxam Group's and/or the Lavendon Group's
operations and potential synergies resulting from the Third
Increased Recommended Offer; and (vi) the effects of government
regulation on Loxam's, the Loxam Group's and/or the Lavendon
Group's business. Such statements are qualified in their entirety
by the inherent risks and uncertainties surrounding future
expectations.
Such forward looking statements involve 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, including risks relating to the successful
combination of Lavendon with Loxam; higher than anticipated costs
relating to the combination of Lavendon with Loxam or investment
required in Lavendon to realise expected benefits and facts
relating to Lavendon that may impact the timing or amount of
benefit realised from the acquisition that are unknown to Loxam.
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 hereof. Each of Lavendon, Loxam and their
respective members, directors, officers, employees, advisers and
any person acting on behalf of one or more of them expressly
disclaims any intention or obligation to update or revise any
forward looking or other statements contained herein, whether as a
result of new information, future events or otherwise except as
required by applicable law.
None of Lavendon, Loxam and their respective members, directors,
officers, employees, advisers and any person acting on their behalf
provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually
occur.
No forward-looking or other statements have been reviewed by the
auditors of Lavendon or Loxam. All subsequent oral or written
forward-looking statements attributable to any of Lavendon, Loxam,
or their respective members, directors, officers, advisers or
employees or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statement above.
No Profit Forecasts or Estimates
Nothing contained in this announcement shall be deemed to be a
profit forecast, projection or estimate for any period unless
otherwise stated, and no statement in this announcement should be
interpreted to mean that earnings or earnings per Lavendon Share
for the current or future financial years will necessarily match or
exceed the historical published earnings or earnings per Lavendon
Share.
Dealing Disclosure Requirements of the City Code
Under Rule 8.3(a) of the City Code, any person who is interested
in 1 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 1 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(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 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 paper
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 of
the City Code).
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 http://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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
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 and Lavendon's website at
www.lavendongroup.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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ODPWGUPPGUPMPPU
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January 31, 2017 02:01 ET (07:01 GMT)
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