Statement re Approach Made to

RNS Number : 6212Z

Ashtead Group PLC

18 January 2011

 



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 is being made in accordance with Rule 2.8 of the Takeover Code. 

18 January 2011

Ashtead Group plc ("Ashtead") and TVH Services N.V. ("TVH")

statement of intention not to make a firm offer for the entire share capital of

Lavendon Group plc ("Lavendon")

On 13 January 2011, Ashtead and TVH (together, the "Joint Acquirers"), announced that on 12 January 2011 they had made a joint approach to the Board of Lavendon with a view to making a recommended cash offer for the entire issued and to be issued share capital of Lavendon at 115 pence per share (the "Approach"). The Approach represented a 79.5 per cent premium to Lavendon's average share price over the three months prior to Lavendon entering into an offer period on 3 December 2010.

The Approach followed the 12 January 2011 announcement by the Takeover Panel that TVH was required to either announce a firm intention to make an offer for Lavendon under Rule 2.5 of the Code by 5.00p.m. on 8 February 2011 or announce that it did not intend to make an offer for Lavendon. 

On 13 January 2011, the day after the Approach, the Board of Lavendon announced that it believed that the Approach was opportunistic and significantly undervalued Lavendon and that, accordingly, the Lavendon Board had no hesitation in unanimously rejecting the proposal. 

In their 13 January 2011 announcement the Joint Acquirers stated that the Approach was subject to the following non-waivable pre-conditions; (a) access to and satisfactory completion of confirmatory due diligence; and (b) the recommendation of the Board of Lavendon. Lavendon's rejection means these pre-conditions cannot be fulfilled and as result the Joint Acquirers will not proceed with an offer and will be bound by Rule 2.8 of the Takeover Code.

As a consequence of the memorandum of understanding between Ashtead and TVH dated 12 January 2011, any future joint or sole approach by Ashtead and or TVH, made prior to 18 October 2011, must be mutually consented to by Ashtead and TVH.

Enquiries:

Ashtead Group plc

Tel: [phone] 

Geoff Drabble (Chief Executive)

Ian Robson (Finance Director)

UBS (Financial Adviser and Joint Broker to Ashtead)

Tel: [phone] 

Peter Luck

Liam Beere

RBS Hoare Govett (Joint Broker to Ashtead)

Tel: [phone] 

Neil Collingridge

Sara Hale

Maitland (Financial PR to Ashtead)

Tel: [phone] 

Brian Hudspith

Peel Hunt LLP (Financial Adviser and Broker to TVH)

Tel: [phone] 

Julian Blunt

Simon Brown

MHP Communications (Financial PR to TVH)

Tel: [phone] 

Andrew Jaques

Barnaby Fry

James White

UBS Limited is acting exclusively as Financial Adviser and Joint Broker for Ashtead and for no-one else in relation to the matters referred to in this announcement and will not be responsible to any person other than Ashtead for providing the protections afforded to clients of UBS Limited or for providing advice in relation to the contents of this announcement.

RBS Hoare Govett Limited is acting exclusively for Ashtead and for no-one else in relation to the matters referred to in this announcement and will not be responsible to any person other than Ashtead for providing the protections afforded to clients of RBS Hoare Govett or for providing advice in relation to the contents of this announcement.

UBS Limited and RBS Hoare Govett Limited do not accept any responsibility whatsoever for the contents of this announcement or for any statement made or purported to be made by either of them or on their behalf in this announcement.  Each of UBS Limited and RBS Hoare Govett Limited accordingly disclaims all and any other liability whether arising in tort, contract or otherwise which either of them might otherwise have in respect of this announcement or any such statement.       

Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for TVH and for no-one else in relation to the matters referred to in this announcement and will not be responsible to any person other than TVH for providing the protections afforded to clients of Peel Hunt or for providing advice in relation to the contents of this announcement.

For the purposes of Rule 2.8 of the Code, the Joint Acquirers reserve the right to make or participate in an offer for Lavendon (and/or take any other action which would otherwise be restricted under Rule 2.8 of the Takeover Code) within the next six months following the date of this announcement:

(i)            with the agreement or recommendation of the Board of Lavendon;

(ii)           following the announcement of an offer for Lavendon by or on behalf of a third party;

(iii)          following the announcement by Lavendon of a "whitewash" proposal (for the purposes of Note 1 on the Notes on Dispensations from Rule 9 of the Takeover Code) or a reverse takeover (as set out in Note 2 on Rule 3.2 of the Takeover Code); or

(iv)           if there is a material change of circumstances.

 

END

 

 

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