Commencement of Formal Sale Process

RNS Number : 6123J

Vp PLC

28 April 2022

 

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 THAT JURISDICTION

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER WILL BE MADE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

28 April 2022

Vp plc ("Vp" or the "Company")

Commencement of Formal Sale Process

Vp today announces that its controlling shareholder Ackers P Investment Company Limited (the "Controlling Shareholder"), a company connected to Vp's Chairman Jeremy Pilkington, has indicated to the Board its desire to explore opportunities to dispose of its entire shareholding in Vp. The Controlling Shareholder controls approximately 50.26% of the issued share capital of the Company. 

The Board has considered various options with its advisers. In considering these options the Board, including the Chairman, has had regard to the interests of all the Company's stakeholders. The Board has unanimously concluded that it would be appropriate to investigate the sale of the Company and is therefore launching a formal sale process for the Company.

The Board intends to seek a buyer who will respect Vp's unique heritage, family culture and committed employee base, support its environmental and sustainability goals and commitments, and enable the Company to continue to prosper in the long term.

Vp has a long and distinguished history as a major specialist rental business. Since its foundation in 1954 and flotation in 1973, Vp has developed a resilient and proven business which operates through a wide range of sector leading, specialist rental businesses serving a diverse range of end markets in both the UK and internationally. Vp has a long-term track record of creating shareholder value driven by excellent organic growth, value-enhancing acquisitions and an operational focus on first class asset management, investment in talent and driving sustainability.

Rothschild & Co is acting as financial adviser to the Company in relation to the sale process. Parties with a possible interest in making a proposal should contact Rothschild & Co using the contact details set out below.

Formal sale process: 

The Takeover Panel has agreed that any discussions with third parties in relation to an offer for the Company will take place within the context of a "formal sale process" as defined in the Code in order to enable conversations with parties interested in making such a proposal to take place on a confidential basis. 

The Company intends to conduct a targeted process, focused on those parties who understand and value the full potential of the Company. Any interested party will be required to enter into a non-disclosure and standstill agreement with the Company on terms satisfactory to the Board and on the same terms, in all material respects, as any other interested parties, before being permitted to participate in the process. Following execution of the non-disclosure and standstill agreement, the Company intends to provide interested parties with certain information materials on the Company. Following receipt of the information materials, interested parties shall be invited to submit proposals to the Company. Further announcements regarding timings and procedures for the formal sale process will be made as appropriate.

The Takeover Panel has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Code such that any interested party participating in the formal sale process will not be required to be publicly identified (subject to note 3 to Rule 2.2 of the Code) and will not be subject to the 28 day deadline referred to in Rule 2.6(a), for so long as it is participating in the formal sale process.

The Company is not currently in discussions with, nor in receipt of an approach from any potential offeror relating to an acquisition of the issued and to be issued share capital of the Company.

Shareholders are advised that there can be no certainty that any offer(s) will be made, nor as to the terms of any offer, and thus whether any offer will be completed. 

The Board reserves the right to alter any aspect of the process or to terminate it at any time and in such cases will make an announcement as appropriate.

The Board also reserves the right to reject any approach or terminate discussions with any interested party or participant at any time.

The person responsible for arranging the release of this announcement on behalf of Vp is Allison Bainbridge, Group Finance Director.

Jeremy Pilkington, Chairman of Vp, commented: 

"Vp's controlling shareholder, a company connected to me, has decided that it wishes to diversify its investments. This does not in any way reflect a dissatisfaction with the company or its direction. Indeed, they are strongly supportive of management and highly satisfied by the continuing strong performance of the group. But they do have to take into account their current and future obligations to my family as a whole."

Neil Stothard, Chief Executive of Vp, commented:

"Following the indication from the Controlling Shareholder that they would like to explore opportunities to dispose of their shares, the Board thoroughly considered all strategic options in partnership with our advisers. In considering these options the Board, including Jeremy, has had regard to the interests of all the Company's stakeholders. The Board has unanimously concluded that it would be appropriate to investigate the sale of the Company and is therefore launching a formal sale process.

The Board intends to seek a buyer who will respect our unique heritage and highly valued employee base, whilst supporting our longer-term growth ambitions and ensuring we continue to develop our business and maintain an environment whereby the business can continue to deliver long term, quality returns, to our shareholders."

Enquiries

Vp plc  [phone]

Neil Stothard, Chief Executive 

Allison Bainbridge, Group Finance Director

Rothschild & Co  [phone]

John Deans

Stephen Griffiths 

Daniel Chetcuti

Inside Information

The information contained within this announcement is deemed by Vp to constitute inside information as stipulated under the Market Abuse Regulation (EU) no. 596/2014 (as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018). On the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

Notice related to financial adviser

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Vp and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Vp for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Disclosure requirements of the Code

Under Rule 8.3(a) of the 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 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, 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 Takeover Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at www.vpplc.com by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Rule 2.9 information

In accordance with Rule 2.9 of the Code, Vp confirms that as at the close of business on 27 April 2022 its issued share capital consisted of 40,154,253 ordinary shares of 5 pence each. The International Securities Identification Number for Vp's ordinary shares is GB0009286963.

Additional Information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted. The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of Vp who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of Vp who are not resident in the United Kingdom will need to inform themselves about, and observe any applicable requirements.

 

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