TIDMASOG
RNS Number : 6224Y
Toscafund Asset Management LLP
02 December 2014
--NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
2 DECEMBER 2014
OFFER UPDATE
INCREASED AND RECOMMENDED CASH OFFER
for
AVANTA SERVICED OFFICE GROUP PLC
by
TOSCA VEHICLE LIMITED
Further to the announcement by Tosca Vehicle Limited ("TVL") on
21 November 2014, confirming its intention 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 (the "Original Offer"), TVL and the
board of directors of Avanta (the "Board of Avanta") are today
pleased to announce that they have reached agreement in relation to
an increased cash offer by TVL for the share capital of Avanta
which will be recommended by the Board of Avanta, to be implemented
by means of a takeover offer within the meaning of Part 28 of the
Companies Act 2006 (the "Offer").
Summary
-- Under the terms of the Offer as increased, holders of Avanta
Shares who accept the Offer will be entitled to receive:
112 pence in cash for each Avanta Share
-- The Offer Price values the current issued share capital of
Avanta at approximately GBP36.6 million and the fully diluted share
capital of Avanta at approximately GBP44.4 million.
-- The Offer represents a premium of approximately 7.7 per cent.
to the Closing Price per Avanta Share of 104 pence on 20 November
2014 (being the last Business Day prior to commencement of the
Offer Period).
-- The Offer represents a premium of approximately 7.7 per cent.
to the average Closing Price per Avanta Share of 104 pence for the
month ended on 20 November 2014 (being the last Business Day prior
to the commencement of the Offer Period).
-- The Offer represents a premium of approximately 14.9 per
cent. to the price per Avanta Share of 97.5 pence, being the price
per share (adjusted for the 30:1 share consolidation approved at a
general meeting of Avanta Shareholders on 26 July 2013), at which
Avanta raised GBP12.5 million through the issue of equity shares,
which transaction was announced on 10 July 2013.
-- Tosca Opportunity and Tosca Mid Cap, funds managed or advised
by Toscafund Asset Management LLP and acting in concert with TVL,
are together interested in 9,421,221 Avanta Shares, representing
approximately 28.8 per cent. of the existing issued share capital
of Avanta.
-- The Board of Avanta recommend Avanta Shareholders to accept
the Offer, as they have irrevocably undertaken to do in respect of
the Avanta Shares in which they are interested, representing, in
aggregate, 5,953,531 Avanta Shares, representing approximately 18.2
per cent. of the existing issued share capital of Avanta.
-- TVL has received a letter of intent to accept the Offer from
Schroder Investment Management Limited in respect of 4,942,364
Avanta Shares, representing approximately 15.1 per cent. of the
existing issued share capital of Avanta.
-- The Offer, therefore, has the support of Avanta Shareholders
interested, in aggregate, 20,317,116 Avanta Shares, representing
approximately 62.1 per cent. of the existing issued share capital
of Avanta (including the Avanta Shares in which Tosca Opportunity
and Tosca Mid Cap are already interested).
This summary should be read in conjunction with the following
full announcement and the Appendices.
Appendix I sets out the Conditions and certain further terms of
the Offer. These Conditions and certain further terms are the same
as those in respect of the Original Offer. Appendix II sets out the
bases of calculation and sources of information contained in this
announcement. Certain terms used in this announcement are defined
in Appendix IV.
The Offer will be subject to the Conditions and further terms
set out in this announcement and to the full terms and conditions
that will be set out in the Offer Document and, in respect of
Avanta Shares held in certificated form, the Form of
Acceptance.
It is intended that the Offer Document and Form of Acceptance
containing further details of the Offer will be despatched to
Avanta Shareholders (other than to persons in a Restricted
Jurisdiction) as soon as practicable and, in any event, not later
than 19 December 2014 (unless agreed otherwise with the Panel).
Enquiries:
Toscafund Asset Management LLP Tel: +44(0) 207 845
Nigel Gliksten 6100
Whitman Howard Limited (financial adviser Tel: +44(0) 207 087
to TVL) 4550
Ranald McGregor-Smith
Nick Lovering
Avanta Serviced Office Group plc Tel: +44 (0) 207
Daniel Taylor, Chairman 3008 6000
Alan Pepper, Chief Executive Officer
Shore Capital and Corporate Limited Tel: +44 (0) 207
(Rule 3 financial adviser to Avanta) 408 4090
Stephane Auton
Patrick Castle
Weber Shandwick Tel: +44 (0) 207
Nick Oborne 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.
IMPORTANT NOTES
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. All financial
information 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.
Cautionary note regarding forward-looking statements
This announcement, including the information included in this
announcement, contains certain forward-looking statements. These
statements are based on the current expectations of TVL, Toscafund
and/or Avanta (as the case may be) and are naturally subject to
uncertainty and changes in circumstances. These forward-looking
statements may include statements about the expected effects on
TVL, Toscafund and/or Avanta of the Offer, the expected timing and
scope of the Offer, strategic options and all other statements in
this document other than historical or current facts.
Forward-looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "budget",
"schedule", "forecast", "project", "goal", "believe", "hope",
"aims", "continue", "will", "may", "should", "would", "could",
"subject to", or other words of similar meaning. By their nature,
forward-looking statements involve known and unknown risks and
uncertainties, because they relate to events and depend on
circumstances that will occur in the future and the factors
described in the context of such forward-looking statements in this
document could cause actual results, outcomes and developments to
differ materially from those expressed in or implied by such
forward-looking statements and such statements are therefore
qualified in their entirety by the risks and uncertainties
surrounding these future expectations. Many of these risks and
uncertainties relate to factors that are beyond the entities'
ability to control or estimate precisely, such as, but not limited
to, general business and market conditions both globally and
locally, political, economic and regulatory forces, industry trends
and competition, future exchange and interest rates, changes in
government and regulation including in relation to health and
safety, the environment, labour relations and tax rates and future
business combinations or dispositions. Although it is believed that
the expectations reflected in such forward-looking statements are
reasonable, none of TVL, Toscafund and/or Avanta can give any
assurance, representation or guarantee that such expectations will
prove to have been correct and such forward-looking statements
should be construed in light of such factors and you are therefore
cautioned not to place reliance on these forward-looking statements
which speak only as at the date of this document. None of TVL,
Toscafund and/or Avanta assumes any obligation to update or correct
the information contained in this document (whether as a result of
new information, future events or otherwise), except as required by
applicable law or regulation.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the 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 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 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,
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 Panel's Market Surveillance Unit
on +44 (0) 20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Purchases outside the Offer
TVL or its nominees or brokers (acting as agents) may purchase
Avanta Shares otherwise than under the Offer, such as in the open
market or through privately negotiated purchases. Such purchases
shall comply with the City Code, the AIM Rules and the rules of the
London Stock Exchange.
Publication on websites
A copy of this announcement and other documents in connection
with the Offer will, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, be available free of
charge for inspection on Toscafund's website at www.toscafund.com
and on Avanta's website at www.avanta.co.uk. The contents of those
websites are not incorporated into, and do not form part of, this
announcement.
Information relating to Avanta Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Avanta Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Avanta may be provided to TVL during the Offer
Period as requested under Section 4 of Appendix 4 of the City Code
to comply with Rule 2.12(c).
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
2 DECEMBER 2014
OFFER UPDATE
INCREASED AND RECOMMENDED CASH OFFER
for
AVANTA SERVICED OFFICE GROUP PLC
by
TOSCA VEHICLE LIMITED
1. Introduction
Further to the announcement by Tosca Vehicle Limited ("TVL") on
21 November 2014, confirming its intention 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 (the "Original Offer"), TVL and the
board of directors of Avanta (the "Board of Avanta") are today
pleased to announce that they have reached agreement in relation to
an increased cash offer by TVL for the share capital of Avanta
which will be recommended by the Board of Avanta, to be implemented
by means of a takeover offer within the meaning of Part 28 of the
Companies Act 2006 (the "Offer").
TVL is a newly incorporated company formed by Toscafund Asset
Management LLP ("Toscafund") for the purpose of making and
implementing the Offer. Further information in relation to
Toscafund, Tosca Opportunity, Tosca Mid Cap and TVL is set out in
paragraph 9 of this announcement.
2. The Offer
Under the terms of the Offer as increased, which will be subject
to the Conditions and further terms set out in Appendix I to this
announcement and to the full terms and conditions to be set out in
the Offer Document and, in respect of Avanta Shares held in
certificated form, the Form of Acceptance, Avanta Shareholders
shall be entitled to receive:
112 pence in cash for each Avanta Share
The Offer Price values Avanta's issued share capital at
approximately GBP36.6 million and values the fully diluted share
capital of Avanta at approximately GBP44.4 million. The Offer Price
represents a premium of approximately:
-- 7.7 per cent. to the Closing Price per Avanta Share of 104
pence on 20 November 2014 (being the last Business Day prior to
commencement of the Offer Period);
-- 7.7 per cent. to the average Closing Price per Avanta Share
of 104 pence for the month ended on 20 November 2014 (being the
last Business Day prior to the commencement of the Offer Period);
and
-- 14.9 per cent. to the price per Avanta Share of 97.5 pence,
being the price per share (adjusted for the 30:1 share
consolidation approved at a general meeting of Avanta Shareholders
on 26 July 2013), at which Avanta raised GBP12.5 million through
the issue of equity shares, which transaction was announced on 10
July 2013.
The Avanta Shares will be acquired pursuant to the Offer fully
paid and free from all liens, charges, equitable interests,
encumbrances, rights of pre-emption and any other rights and
interests of any nature whatsoever and together with all rights now
and hereafter attaching thereto, including voting rights and the
right to receive and retain in full all dividends and other
distributions (if any) declared, made or paid on or after 21
November 2014.
3. Interests in Avanta Shares
Tosca Opportunity and Tosca Mid Cap, funds managed or advised by
Toscafund and acting in concert with TVL, are together interested
in 9,421,221 Avanta Shares, representing approximately 28.8 per
cent. of the existing issued share capital of the Company.
Tosca Opportunity and Tosca Mid Cap will exchange 100 per cent.
of their existing Avanta Shares for shares in TVL immediately upon
the Offer becoming, or being declared, unconditional in all
respects. Accordingly, TVL has agreed to acquire Avanta Shares
representing, in aggregate, approximately 28.8 per cent. of the
issued share capital of the Company.
The Board of Avanta have given irrevocable undertakings to
accept the Offer in respect of the Avanta Shares in which they are
interested, representing, in aggregate, 5,953,531 Avanta Shares,
being 18.2 per cent. of the existing issued share capital of
Avanta.
TVL has also received a letter of intent to accept the Offer in
respect of, in aggregate, 4,942,364 Avanta Shares, representing
approximately 15.1 per cent. of the existing issued share capital
of Avanta, as further described below.
4. Information about the Company and current trading
Avanta is engaged in the provision of short to medium term
serviced office workspace and related services including virtual
offices, meeting and conference room facilities and IT and
telephony services. In its audited financial statements for the
year to 31 December 2013, Avanta reported a loss from continuing
operations before income tax of GBP2.8 million on revenue of
GBP30.5 million.
On 27 November 2014, the Board of Avanta announced that, in
light of the Original Offer from TVL, it had brought forward its
year end trading update. Further details in relation to the
Company's current trading position, including details from the
trading update referred to above, will be contained in the Offer
Document to be published shortly.
5. Background to the Offer
Toscafund has been an investor in Avanta since November 2012 and
has been supportive of the management team in that time. Toscafund
believes that it has obtained a good understanding of Avanta's
business and developed a productive relationship with its
management team. The making of the Offer is a function of
Toscafund's continued support for the Company and a desire to
increase its shareholding in the Company. Toscafund remains
supportive of the management of Avanta.
After reviewing a number of mechanisms through which it might
increase its shareholding in Avanta, Toscafund believes that the
making of this increased cash offer to all shareholders is the most
equitable route available to it, since it offers all shareholders
the opportunity to realise value from their shares at a premium to
the current share price.
Avanta Listing on AIM
Toscafund is comfortable that the Avanta Shares remain quoted on
AIM once the Offer has become, or has been declared, unconditional
in all respects, but will continue to review the suitability of the
listing to the Company, dependent on shareholders' responses to the
Offer. In the event that acceptances of the Offer by Avanta
Shareholders increases TVL's holding of Avanta Shares to 75 per
cent. or more of Avanta's issued share capital, Toscafund does not
believe that maintenance of the Company's quotation on AIM would be
appropriate and it will take steps to de-list the Company's shares.
In this regard, your attention is drawn to paragraph 14 below.
Discussions with management of Avanta
Toscafund initially wrote to the chairman of Avanta on 6
November 2014, informing him of Toscafund's intentions with regard
to the Company and inviting the Board of Avanta to recommend the
Original Offer. The Board originally informed Toscafund, shortly
before the Original Offer was announced, that it was unable to
recommend the Original Offer and Toscafund accepted this position.
Following the announcement of the Original Offer, however, the
Board of Avanta and TVL have enjoyed a productive and efficient
dialogue, with the result that the Board of Avanta is now able to
recommend the Offer as increased.
The background to and reasons for the recommendation by the
Board of Avanta will be set out in detail in the Offer
Document.
In the event that the Offer is not declared unconditional in all
respects, then Toscafund currently intends to maintain its
shareholding in Avanta for the immediate future but will review its
position on an ongoing basis.
6. Irrevocable Undertakings and Letter of Intent
TVL has received irrevocable undertakings from all the directors
of Avanta who are interested in Avanta Shares to accept, or procure
acceptances of, the Offer in respect of (i) their own beneficial
shareholdings (or those of their connected parties) amounting, in
aggregate, to 5,953,531 Avanta Shares, representing approximately
18.2 per cent. of Avanta's existing issued share capital and (ii)
where relevant, any Avanta Shares they may acquire pursuant to the
exercise of options, warrants and awards held by them under the
Avanta Share Schemes.
TVL has received a letter of intent to accept the Offer from
Schroder Investment Management Limited in respect of 4,942,364
Avanta Shares, representing approximately 15.1 per cent. of
Avanta's existing issued share capital. This replaces the letter of
intent to accept the Original Offer received from Schroder
Investment Management Limited.
The Offer, therefore, has the support of Avanta Shareholders
interested, in aggregate, 20,317,116 Avanta Shares, representing
approximately 62.1 per cent. of the existing issued share capital
of Avanta (including the Avanta Shares in which Tosca Opportunity
and Tosca Mid Cap are already interested).
Further details of the irrevocable undertakings received,
including the circumstances in which they will cease to be binding,
are set out in Appendix III to this Announcement.
7. Management, employees and locations
TVL attaches great importance to the skills, knowledge and
expertise of Avanta's existing management and employees and does
not anticipate making substantive changes to the management team or
operational strategy of Avanta for the foreseeable future. TVL
confirms that it intends to safeguard fully the existing employment
and pension rights of all Avanta management and employees in
accordance with applicable law and to comply with Avanta's pension
obligations for existing employees. TVL confirms that its current
plans for Avanta do not include: (i) any changes to Avanta
management or employees; (ii) any changes to the principal
locations of Avanta's business; or (iii) any redeployment of
Avanta's fixed assets.
The Board of Avanta welcomes the statements made by TVL in
relation to its plans for Avanta's business and the continued
employment of its employees.
8. Recommendation and reasons for the recommendation
The Avanta Directors, who have been so advised by Shore Capital
and Corporate Limited, consider the terms of the Offer to be fair
and reasonable. In providing advice to the Avanta Directors, Shore
Capital and Corporate Limited has taken into account the commercial
assessments of the Avanta Directors. Shore Capital and Corporate
Limited is providing independent financial advice to the Avanta
Directors for the purposes of Rule 3 of the Code.
Accordingly, the Avanta Directors intend unanimously to
recommend that Avanta Shareholders accept the Offer in respect of
the Avanta Shares held by them, as the Avanta Directors have
irrevocably undertaken to do (or procure to be done) in respect of
their own beneficial holdings (or those of their connected parties)
of 5,953,531 Avanta Shares, representing, in aggregate,
approximately 18.2per cent. of Avanta's existing issued share
capital.
Further details of these irrevocable undertakings are set out in
Appendix III to this announcement.
The reasons for the Avanta Directors' recommendation of the
Offer will be set out in the Offer Document, to be published as
soon as possible but, in any event, no later than 19 December 2014
(unless agreed otherwise with the Panel).
9. Information relating to Toscafund, Tosca Opportunity, Tosca Mid Cap and TVL
Toscafund
Toscafund is part of the Old Oak Group, a financial services
group with an office in London, which is engaged in asset
management and private equity. It was founded in 2000 by Martin
Hughes, the Chief Executive. The holding company for the Old Oak
Group is Old Oak Holdings Limited, a company established and owned
by Martin Hughes. As at 31 October 2014, the Old Oak Group had
combined assets under management of around US$3 billion.
Toscafund's primary activity is to act as an investment
manager/adviser to a number of investment funds and accounts that
follow primarily equity investment strategies. It was incorporated
in England and Wales on 13 June 2006 and has been authorised by the
FCA to conduct investment business since 31 October 2006. It is
also registered as an investment adviser with the US Securities and
Exchange Commission. Its principal place of business is at 7th
Floor, 90 Long Acre, London WC2E 9RA.
Tosca Opportunity
Tosca Opportunity is an exempted company incorporated with
limited liability under the laws of the Cayman Islands on 13
December 2004 pursuant to the Companies Law of the Cayman Islands
under registration number 143032. Toscafund acts as investment
manager to Tosca Opportunity and the investment objective of Tosca
Opportunity is to achieve superior total returns through capital
appreciation. Toscafund seeks to achieve these returns by following
a strategy of investing in the equity and other securities of small
and medium sized UK and European companies.
The unaudited net asset value of Tosca Opportunity was
approximately US$492.7 million as at 31 October 2014, being the
latest practicable date prior to the date of this announcement.
Tosca Mid Cap
Tosca Mid Cap is an exempted company incorporated with limited
liability under the laws of the Cayman Islands on 7 November 2007
pursuant to the Companies Law of the Cayman Islands under
registration number MC-198692. Toscafund acts as investment manager
to Tosca Mid Cap and the investment objective of Tosca Mid Cap is
to achieve superior total returns through capital appreciation.
Toscafund seeks to achieve these returns by following a strategy of
investing in the equity and other securities of small and medium
sized UK and European companies.
The unaudited net asset value of Tosca Mid Cap was approximately
GBP139.4 million as at 31 October 2014, being the latest
practicable date prior to the date of this announcement.
TVL
TVL is a newly incorporated company formed at the direction of
Toscafund for the purpose of implementing the Offer and providing
management and strategic services to its subsidiaries.
TVL is currently owned as to 67 per cent. by Tosca Opportunity
and as to 33 per cent. by Tosca Mid Cap. Following the Offer
becoming, or being declared, unconditional in all respects and
completion of the Share Exchange Agreement, it is anticipated that
TVL will be wholly owned by funds managed or advised by
Toscafund.
TVL is a private limited company incorporated in England and
Wales on 20 November 2014 under the Companies Act with registered
number 09320936. It has its registered office at 7th Floor, 90 Long
Acre, London WC2E 9RA.
The directors of TVL are Martin Hughes, Martin McKay and Timothy
Bee.
The principal activity of TVL, in the event of completion of the
Offer, will be to act as a holding company for Avanta and to
provide certain management and strategic services to the Avanta
Group. TVL's principal investment is the proposed acquisition of
Avanta Shares pursuant to the Offer or otherwise.
Save for activities in connection with the making,
implementation and financing of the Offer, TVL has not carried on
any business prior to the date of this announcement, nor has it
entered into any obligations. TVL has not paid any dividends or
prepared any historical financial accounts.
10. Financing arrangements of TVL
TVL will fund the aggregate consideration payable under the
Offer from share subscriptions by funds managed or advised by
Toscafund. Whitman Howard Limited, as financial adviser to TVL, has
confirmed that it is satisfied that sufficient resources are
available to TVL to satisfy full acceptance of the Offer.
On 21 November 2014, TVL and Toscafund entered into an equity
subscription agreement in respect of TVL, which governs the terms
upon which Toscafund shall procure that funds managed or advised by
Toscafund shall subscribe for ordinary shares to be issued by TVL
for a cash subscription of up to GBP35 million (the "Subscription
Agreement"). The purpose of the cash subscription under the
Subscription Agreement is to finance the consideration payable
under the Offer and to pay certain fees, costs and other expenses
in connection with the Offer.
11. Avanta Shares to which the Offer relates and Avanta Shares
Schemes, Warrants and Deferred Consideration Shares
On 21 November 2014, TVL and Toscafund entered into a share
exchange agreement, which governs (amongst other things) the terms
upon which Toscafund shall procure the sale of, and TVL will
purchase, certain Avanta Shares in exchange for shares in TVL (the
"Share Exchange Agreement"). The Avanta Shares which are the
subject of the Share Exchange Agreement are those held by Tosca
Opportunity and Tosca Mid Cap. The sale of Avanta Shares to TVL is
conditional upon the Offer becoming, or being declared,
unconditional in all respects. Accordingly, TVL has already agreed,
under the Share Exchange Agreement, to acquire approximately 28.8
per cent. of Avanta's issued share capital held, or to be held, by
funds managed or advised by Toscafund.
The Offer extends to the remaining Avanta Shares not already
owned, or agreed to be acquired by, TVL, which represent
approximately 71.2 per cent. of Avanta's existing issued share
capital.
In addition, the Offer extends to any Avanta Shares which are
unconditionally allotted or issued and fully paid (or credited as
fully paid) on or before the date on which the Offer closes as to
acceptances (or such earlier date as TVL may, subject to the Code,
decide) including any such Avanta Shares allotted or issued
pursuant to the exercise of existing options or awards granted
under the Avanta Share Schemes, pursuant to the exercise of any
Warrants or pursuant to the allotment and issue of any Deferred
Consideration Shares.
In due course TVL will make such appropriate proposals as it is
required to make pursuant to Rule 15 of the Code in relation to
outstanding options or awards granted under the Avanta Share
Schemes, the Warrants and the Deferred Consideration Shares.
12. Opening Position Disclosures
TVL confirms that it made a public Opening Position Disclosure
setting out details required to be disclosed by it under Rule
8.1(a) of the Code on 21 November 2014.
Avanta confirms that it made a public Opening Position
Disclosure setting out details required to be disclosed by it under
Rule 8.2(a) of the Code on 27 November 2014.
13. Further terms and conditions of the Offer
The Offer is to be effected by means of a takeover offer within
the meaning of Part 28 of the Companies Act.
The Offer will be subject to the Conditions and further terms
set out in Appendix I to this announcement (these Conditions and
certain further terms are the same as those in respect of the
Original Offer) and to the full terms and conditions to be set out
in the Offer Document and, in respect of Avanta Shares held in
certificated form, the Form of Acceptance.
Appendix II contains bases of calculation and sources of
information contained in this announcement. Appendix IV contains
the definitions of certain terms used in this announcement.
The Offer will be governed by English law. The Offer will be
subject to the applicable requirements of the City Code, the Panel
and AIM Rules.
14. Cancellation of trading on AIM, Re-registration and Compulsory Acquisition
If the Offer becomes, or is declared, unconditional in all
respects and TVL receives valid acceptances in respect of Avanta
Shares which, together with the Avanta Shares acquired, or agreed
to be acquired, before or during the Offer by TVL and/or Toscafund,
represent not less than 75 per cent. of the voting rights attaching
to the Avanta Shares, TVL intends to procure that the Company will
make an application for the cancellation of the admission to
trading on AIM of the Avanta Shares.
It is expected that cancellation will take effect no earlier
than 20 Business Days after the date on which TVL (together with
those acting in concert with it) have, by virtue of their
shareholdings and acceptances of the Offer, acquired, or agreed to
acquire, 75 per cent. of the voting rights attaching to the Avanta
Shares. TVL will procure that Avanta makes a regulatory
announcement when the necessary 75 per cent. threshold has been
reached and confirms that the notice period has commenced and the
anticipated date of cancellation.
Cancellation of admission to trading is likely to reduce
significantly the liquidity and marketability of any Avanta Shares
in respect of which the Offer has not at such time been
accepted.
If the Offer becomes, or is declared, unconditional in all
respects and TVL receives acceptances of the Offer in respect of,
and/or otherwise acquires (together with those acting in concert
with it), 90 per cent. or more of the Avanta Shares to which the
Offer relates and 90 per cent. or more of the voting rights
attaching to such shares, TVL intends to exercise its rights
pursuant to sections 974 to 991 of the Companies Act to acquire
compulsorily, on the same terms as the Offer, the remaining Avanta
Shares in respect of which the Offer has not at such time been
accepted.
It is also intended that, if the Offer becomes, or is declared,
unconditional in all respects, and TVL receives valid acceptances
in respect of Avanta Shares which, together with the Avanta Shares
acquired, or agreed to be acquired, before or during the Offer by
TVL and/or Toscafund, represent not less than 75 per cent. of the
voting rights attaching to the Avanta Shares, TVL will seek to
re-register Avanta as a private limited company.
15. Overseas Shareholders
The availability of the Offer to Avanta Shareholders who are not
resident in the UK may be affected by the laws and/or regulations
of their relevant jurisdiction. Therefore, any persons who are
subject to the laws and/or regulations of any jurisdiction other
than the UK should inform themselves about and observe any
applicable legal or regulatory requirements in their jurisdiction.
If you are in any doubt, you should consult your professional
adviser in the relevant jurisdiction without delay.
16. Documents on display
Copies of the following documents will to the extent not already
published there, by no later than 12 noon on the Business Day
following the date of this announcement, be published on
Toscafund's website at www.toscafund.com and on Avanta's website at
www.avanta.co.uk until the end of the Offer Period:
16.1. the letter of intent and irrevocable undertakings referred to in paragraph 6 above;
16.2. the Share Exchange Agreement;
16.3. the Subscription Agreement; and
16.4. this announcement.
17. Expected timetable
It is intended that the Offer Document and Form of Acceptance
containing further details of the Offer will be despatched to
Avanta Shareholders (other than to persons in a Restricted
Jurisdiction) as soon as practicable and, in any event, not later
than 19 December 2014 (unless agreed otherwise with the Panel).
18. General
Your attention is drawn to the further information contained in
the Appendices, which form part of, and should be read in
conjunction with, this announcement.
Please be aware that addresses, electronic addresses and certain
other information provided by Avanta Shareholders, persons with
information rights and other relevant persons in connection with
the receipt of communications from Avanta may be provided to TVL
during the course of the Offer Period as required under Section 4
of Appendix 4 of the Code.
Enquiries:
Toscafund Asset Management LLP Tel: +44(0) 207 845
Nigel Gliksten 6100
Whitman Howard Limited (financial adviser Tel: +44(0) 207 087
to TVL) 4550
Ranald McGregor-Smith
Nick Lovering
Avanta Serviced Office Group plc Tel: +44 (0) 207
Daniel Taylor, Chairman 3008 6000
Alan Pepper, Chief Executive Officer
Shore Capital and Corporate Limited Tel: +44 (0) 207
(Rule 3 financial adviser to Avanta) 408 4090
Stephane Auton
Patrick Castle
Weber Shandwick Tel: +44 (0) 207
Nick Oborne 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.
IMPORTANT NOTES
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. All financial
information 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.
Cautionary note regarding forward-looking statements
This announcement, including the information included in this
announcement, contains certain forward-looking statements. These
statements are based on the current expectations of TVL, Toscafund
and/or Avanta (as the case may be) and are naturally subject to
uncertainty and changes in circumstances. These forward-looking
statements may include statements about the expected effects on
TVL, Toscafund and/or Avanta of the Offer, the expected timing and
scope of the Offer, strategic options and all other statements in
this document other than historical or current facts.
Forward-looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "budget",
"schedule", "forecast", "project", "goal", "believe", "hope",
"aims", "continue", "will", "may", "should", "would", "could",
"subject to", or other words of similar meaning. By their nature,
forward-looking statements involve known and unknown risks and
uncertainties, because they relate to events and depend on
circumstances that will occur in the future and the factors
described in the context of such forward-looking statements in this
document could cause actual results, outcomes and developments to
differ materially from those expressed in or implied by such
forward-looking statements and such statements are therefore
qualified in their entirety by the risks and uncertainties
surrounding these future expectations. Many of these risks and
uncertainties relate to factors that are beyond the entities'
ability to control or estimate precisely, such as, but not limited
to, general business and market conditions both globally and
locally, political, economic and regulatory forces, industry trends
and competition, future exchange and interest rates, changes in
government and regulation including in relation to health and
safety, the environment, labour relations and tax rates and future
business combinations or dispositions. Although it is believed that
the expectations reflected in such forward-looking statements are
reasonable, none of TVL, Toscafund and/or Avanta can give any
assurance, representation or guarantee that such expectations will
prove to have been correct and such forward-looking statements
should be construed in light of such factors and you are therefore
cautioned not to place reliance on these forward-looking statements
which speak only as at the date of this document. None of TVL,
Toscafund and/or Avanta assumes any obligation to update or correct
the information contained in this document (whether as a result of
new information, future events or otherwise), except as required by
applicable law or regulation.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the 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 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 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,
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 Panel's Market Surveillance Unit
on +44 (0) 20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Purchases outside the Offer
TVL or its nominees or brokers (acting as agents) may purchase
Avanta Shares otherwise than under the Offer, such as in the open
market or through privately negotiated purchases. Such purchases
shall comply with the City Code, the AIM Rules and the rules of the
London Stock Exchange.
Publication on websites
A copy of this announcement and other documents in connection
with the Offer will, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, be available free of
charge for inspection on Toscafund's website at www.toscafund.com
and on Avanta's website at www.avanta.co.uk. The contents of those
websites are not incorporated into, and do not form part of, this
announcement.
Information relating to Avanta Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Avanta Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Avanta may be provided to TVL during the Offer
Period as requested under Section 4 of Appendix 4 of the City Code
to comply with Rule 2.12(c).
APPENDIX I
THE CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER
PART A - THE CONDITIONS
1. Acceptance Condition
The Offer will be conditional upon valid acceptances being
received (and not, where permitted, withdrawn) by not later than
1.00 p.m. (London time) on the First Closing Date of the Offer (or
such later time(s) and/or date(s) as TVL may, subject to the rules
of the Code or with the consent of the Panel decide) in respect of
such number of Avanta Shares which, together with the Avanta Shares
acquired, or agreed to be acquired, by TVL before or during the
Offer Period (whether pursuant to the Offer or otherwise) will
result in TVL holding Avanta Shares carrying, in aggregate, over 50
per cent. of the voting rights then normally exercisable at general
meetings of Avanta.
For the purposes of this Condition: (i) Avanta Shares which have
been unconditionally allotted but not issued before the Offer
becomes, or is declared, unconditional, whether pursuant to the
exercise of any outstanding subscription or conversion rights or
otherwise, shall be deemed to carry the voting rights they will
carry on issue; and (ii) valid acceptances shall be treated as
having been received in respect of any Avanta Shares that TVL shall
have acquired, or unconditionally contracted to acquire, pursuant
to section 979(8) and, if applicable, section 979(9) of the
Companies Act.
2. The Offer will be subject to the following conditions (as
amended, if appropriate, with the consent of Avanta and/or the
Panel, as required):
In addition, subject as stated in Part B of this Appendix I and
to the requirements of the Panel, the Offer will be conditional
upon the Acceptance Condition and the following Conditions being
satisfied or, where relevant, waived:
Notifications, waiting periods and authorisations
2.1. all material notifications, filings or applications which
are necessary or reasonably considered appropriate in connection
with the Offer having been made and all necessary waiting periods
(including any extensions thereof) under any applicable legislation
or regulation of any jurisdiction having expired, lapsed or been
terminated (as appropriate) and all statutory and regulatory
obligations in any jurisdiction having been complied with in each
case in respect of the Offer and all material authorisations,
orders, recognitions, grants, consents, clearances, confirmations,
certificates, licences, permissions and approvals
("Authorisations") deemed necessary or reasonably appropriate by
TVL in any jurisdiction for, or in respect of, the Offer and,
except pursuant to Chapter 3 of Part 28 of the Companies Act, the
acquisition or the proposed acquisition of any shares or other
securities in, or control or management of, Avanta having been
obtained in terms and in a form reasonably satisfactory to TVL from
any appropriate central bank, government or governmental,
quasi-governmental, supranational, statutory, regulatory,
environmental or investigative body or authority, court, trade
agency, professional association, institution, employee
representative body or any other body or person whatsoever in any
jurisdiction (a "Third Party") or (without prejudice to the
generality of the foregoing) from any person or bodies with whom
any member of the Avanta Group has entered into contractual
arrangements and all such Authorisations necessary or reasonably
appropriate to carry on the business of any member of the Avanta
Group in any jurisdiction having been obtained and all such
Authorisations remaining in full force and effect at the time at
which the Offer becomes otherwise wholly unconditional and there
being no notice or written intimation of an intention to revoke,
suspend, restrict, modify or not to renew such Authorisations;
General antitrust and regulatory
2.2. no Third Party having given notice of a decision to take,
institute, implement or threaten any action, proceeding, suit,
investigation, inquiry or reference (and in each case, not having
withdrawn the same), or having required any action to be taken or
otherwise having done anything, or having enacted, made or proposed
any statute, regulation, decision, order or change to published
practice (and in each case, not having withdrawn the same) and
there not continuing to be outstanding any statute, regulation,
decision or order which would or might reasonably be expected to
(in any case which is material in the context of the Offer):
2.2.1. require, prevent or materially delay or affect the
divestiture or materially prejudice the terms envisaged for such
divestiture by any member of the Avanta Group or TVL of all or any
material part of their respective businesses, assets or property or
of any Avanta Shares or other securities in Avanta or impose any
limitation on the ability of all or any of them to conduct their
businesses (or any part thereof) or to own, control or manage any
of their assets or properties (or any part thereof) to an extent
which is material in the context of the Avanta Group, taken as a
whole;
2.2.2. except pursuant to Chapter 3 of Part 28 of the Companies
Act, require TVL to acquire or offer to acquire any shares, other
securities (or the equivalent) or interest in any member of the
Avanta Group or any asset owned by any Third Party (other than in
connection with the implementation of the Offer);
2.2.3. impose any limitation on, or result in a material delay
in, the ability of TVL, directly or indirectly, to acquire, hold or
to exercise effectively all or any rights of ownership in respect
of shares or other securities in Avanta or on the ability of any
member of the Avanta Group, directly or indirectly, to hold or
exercise effectively all or any rights of ownership in respect of
shares or other securities (or the equivalent) in, or to exercise
voting or management control over, any member of the Avanta Group,
in each case, to an extent which is material in the context of the
Avanta Group, taken as a whole;
2.2.4. otherwise adversely affect any or all of the business,
assets, financial or trading position, profits or prospects of any
member of the Avanta Group or TVL to an extent which is material in
the context of the Avanta Group, taken as a whole, or TVL (as the
case may be);
2.2.5. result in any member of the Avanta Group or TVL ceasing
to be able to carry on business to the extent conducted at the date
of this announcement under any name under which it presently
carries on business to an extent which is material in the context
of the Avanta Group, taken as a whole, or TVL (as the case may
be);
2.2.6. make the Offer or its implementation, or the acquisition
or proposed acquisition of any shares or other securities in, or
control of, Avanta by TVL, void, unenforceable and/or illegal under
the laws of any relevant jurisdiction, or otherwise, directly or
indirectly, materially prevent or prohibit, restrict, restrain or
delay the same or otherwise interfere with the Offer or its
implementation, or impose material additional conditions or
obligations with respect to, or otherwise materially impede,
interfere or require amendment of the Offer or the acquisition, or
proposed acquisition, of any shares or other securities in, or
control of, Avanta by TVL to an extent which is material in the
context of the Offer;
2.2.7. require, prevent or materially delay a divestiture by TVL
of any shares or other securities (or the equivalent) in any member
of the Avanta Group to an extent which is material in the context
of the Avanta Group, taken as a whole, or TVL (as the case may be);
or
2.2.8. impose any limitation on the ability of TVL to conduct or
integrate all or any part of its business with all or any part of
the business TVL and/or the Avanta Group to an extent which is
material in the context of the Avanta Group, taken as a whole, or
TVL (as the case may be), and all applicable waiting and other time
periods (including any extensions thereof) during which any such
Third Party could decide to take, institute, implement or threaten
any such action, proceeding, suit, investigation, enquiry or
reference or take any other step under the laws of any jurisdiction
in respect of the Offer having expired, lapsed or been
terminated;
Certain matters arising as a result of any arrangement,
agreement, etc.
2.3. except as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other
instrument to which any member of the Avanta Group is a party or by
or to which any such member or any of its assets is, or may be,
bound, entitled or subject, or any event or circumstance which, as
a consequence of the Offer or because of the change in the control
of Avanta or any other member of the Avanta Group represented by
the Offer, would, or might reasonably be expected to, result in (in
any case to an extent which is, or would be, material in the
context of the Avanta Group, taken as a whole):
2.3.1. any monies borrowed by, or any other indebtedness,
whether actual or contingent, of, or any grant available to, any
member of the Avanta Group being or becoming repayable, or capable
of being declared repayable, immediately or prior to its or their
stated maturity date or repayment date, or the ability of any such
member to borrow monies or incur any indebtedness being withdrawn
or inhibited or being capable of becoming or being withdrawn or
inhibited;
2.3.2. the creation or enforcement of any mortgage, charge or
other security interest over the whole, or any part, of the
business, property or assets of any member of the Avanta Group or
any such mortgage, charge or other security interest (whenever
created, arising or having arisen) becoming enforceable;
2.3.3. any such arrangement, agreement, lease, licence,
franchise, permit or other instrument being terminated or the
rights, liabilities, obligations or interests of any member of the
Avanta Group therein being adversely modified or adversely
affected, or any obligation or liability arising or any adverse
action being taken or arising thereunder;
2.3.4. any liability of any member of the Avanta Group to make
any severance, termination, bonus or other payment to any of its
directors or other officers;
2.3.5. the rights, liabilities, obligations, interests or
business of any member of the Avanta Group under any such
arrangement, agreement, lease, licence, franchise, permit or other
instrument, or the interests or business of any member of the
Avanta Group in or with any other person, body, firm or company (or
any agreement or arrangement relating to any such interests or
business) being, or becoming capable of being, terminated, or
adversely modified or affected or any onerous obligation or
liability arising or any adverse action being taken thereunder;
2.3.6. any member of the Avanta Group ceasing to be able to
carry on business under any name under which it presently carries
on business;
2.3.7. the value of, or the financial or trading position or
prospects of, any member of the Avanta Group being prejudiced or
adversely affected; or
2.3.8. the creation or acceleration of any liability (actual or
contingent) by any member of the Avanta Group other than trade
creditors or other liabilities incurred in the ordinary course of
business,
and no event having occurred which, under any provision of any
arrangement, agreement, lease, licence, franchise, permit or other
instrument to which any member of the Avanta Group is a party or by
or to which any such member or any of its assets are bound,
entitled or subject, would be expected to result in any of the
events or circumstances as are referred to in Conditions 2.3.1 to
2.3.8 (in each case, to an extent which is material in the context
of the Avanta Group, taken as a whole);
Certain events occurring since 31 December 2013
2.4. except as Disclosed, no member of the Avanta Group having since 31 December 2013:
2.4.1. issued or agreed to issue, or authorised or proposed or
announced its intention to authorise or propose the issue of,
additional shares of any class or securities or securities
convertible into, or exchangeable for, or rights, warrants or
options to subscribe for or acquire, any such shares, securities or
convertible securities or transferred or sold, or agreed to
transfer or sell, or authorised or proposed the transfer or sale of
Avanta Shares out of treasury (except, where relevant, as between
Avanta and wholly owned subsidiaries of Avanta or between the
wholly owned subsidiaries of Avanta);
2.4.2. recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus, dividend or other
distribution (whether payable in cash or otherwise) or dividends
(or other distributions whether payable in cash or otherwise)
lawfully paid or made by any wholly owned subsidiary of Avanta to
Avanta or any of its wholly owned subsidiaries;
2.4.3. other than pursuant to the Offer (and except for
transactions between Avanta and its wholly owned subsidiaries or
between the wholly owned subsidiaries of Avanta and transactions in
the ordinary course of business) implemented, effected, authorised
or proposed or announced its intention to implement, effect,
authorise or propose any merger, demerger, reconstruction,
amalgamation, scheme, commitment, acquisition or disposal of assets
or shares or loan capital (or the equivalent thereof) in any
undertaking or undertakings, in any such case, to an extent which
is material in the context of the Avanta Group, taken as a
whole;
2.4.4. (except for transactions between Avanta and its wholly
owned subsidiaries or between the wholly owned subsidiaries of
Avanta) disposed of, or transferred, mortgaged or created any
security interest over any asset or any right, title or interest in
any asset or authorised, proposed or announced any intention to do
so which, in any case, is material in the context of the Avanta
Group, taken as a whole;
2.4.5. (except for transactions between Avanta and its wholly
owned subsidiaries or between the wholly owned subsidiaries of
Avanta) issued, authorised or proposed or announced an intention to
authorise or propose the issue of, or made any change in or to the
terms of, any debentures or, except in the ordinary course of
business, become subject to any contingent liability or incurred or
increased any indebtedness which, in any case, is material in the
context of the Avanta Group, taken as a whole;
2.4.6. entered into or varied or authorised, proposed or
announced its intention to enter into or vary any material
contract, arrangement, agreement, transaction or commitment
(whether in respect of capital expenditure or otherwise) except in
the ordinary course of business which is of a long term, unusual or
onerous nature or magnitude or which involves an obligation of a
nature or magnitude which is likely to be restrictive on the
business of any member of the Avanta Group and which, in any case,
is material in the context of the Avanta Group, taken as a
whole;
2.4.7. entered into or varied the terms of, or made any offer
(which remains open for acceptance) to enter into or vary to a
material extent the terms of, any contract, service agreement,
commitment or arrangement with any director or senior executive of
any member of the Avanta Group, save as agreed by TVL;
2.4.8. proposed, agreed to provide or modified to a material
extent the terms of any share option scheme, incentive scheme or
other benefit relating to the employment, or termination of
employment, of any employee of the Avanta Group save as agreed by
TVL or which is required pursuant to the implementation of the
Offer;
2.4.9. purchased, redeemed or repaid or announced any proposal
to purchase, redeem or repay any of its own shares or other
securities or reduced or, except in respect of the matters
mentioned in Condition 2.4.1, made any other change to any part of
its share capital, save as agreed by TVL or which is required
pursuant to the implementation of the Offer;
2.4.10. waived, compromised or settled any claim (other than in
the ordinary course of business or between Avanta and its wholly
owned subsidiaries or between the wholly owned subsidiaries of
Avanta) which is material in the context of the Avanta Group, taken
as a whole;
2.4.11. terminated, or varied the terms of, any agreement or
arrangement between any member of the Avanta Group and any other
person in a manner which would have a material adverse effect on
the financial position of the Avanta Group, taken as a whole;
2.4.12. other than pursuant to the Offer and as envisaged in
accordance with the terms of the Offer, made any alteration to its
memorandum or articles of association or other incorporation
documents, in each case, which is material in the context of the
Offer;
2.4.13. except in relation to changes made or agreed as a result
of, or arising from, changes to legislation, made or agreed or
consented to any material change to the terms of the trust deeds
and rules constituting the pension scheme(s) established for its
directors, employees or their dependants or any material change to
the benefits which accrue, or to the pensions which are payable,
thereunder, or to the basis on which qualification for, or accrual
or entitlement to, such benefits or pensions are calculated or
determined or to the basis upon which the liabilities (including
pensions) of such pension schemes are funded or made, or agreed or
consented to, in each case, which is material in the context of the
Avanta Group, taken as a whole;
2.4.14. been unable, or admitted in writing that it is unable,
to pay its debts or commenced negotiations with one or more of its
creditors with a view to rescheduling or restructuring any of its
indebtedness, or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased, or threatened
to cease, carrying on all, or a substantial part of, its business,
in each case, which is material in the context of the Avanta Group,
taken as a whole;
2.4.15. (other than in respect of a member of the Avanta Group
which is dormant and was solvent at the relevant time) taken or
proposed any steps, corporate action or had any legal proceedings
instituted or threatened against it in relation to the suspension
of payments;
2.4.16. a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all, or any material part of, its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed, in each case, which is material in the context of the Avanta Group, taken as a whole;
2.4.17. (except for transactions between Avanta and its wholly
owned subsidiaries or between the wholly owned subsidiaries of
Avanta) made, authorised, proposed or announced an intention to
propose any change in its loan capital, in each case, which is
material in the context of the Avanta Group, taken as a whole;
2.4.18. entered into, implemented or authorised the entry into,
any joint venture, asset or profit sharing arrangement, partnership
or merger of business or corporate entities, in each case, which is
material in the context of the Avanta Group, taken as a whole;
2.4.19. entered into any licence or other disposal of
intellectual property rights of any member of the Avanta Group
which is material in the context of the Avanta Group, taken as a
whole, and outside the normal course of business; or
2.4.20. entered into any agreement, arrangement, commitment or
contract or passed any resolution or made any offer (which remains
open for acceptance) with respect to, or announced an intention to,
or to propose to, effect any of the transactions, matters or events
referred to in this Condition 2.4;
No adverse change, litigation, regulatory enquiry or similar
2.5. except as Disclosed, since 31 December 2013 there having been:
2.5.1. no adverse change, and no circumstance having arisen
which would or might be reasonably expected to result in any
adverse change, in the business, assets, financial or trading
position or profits or prospects or operational performance of any
member of the Avanta Group which, in any case, is material in the
context of the Avanta Group, taken as a whole;
2.5.2. no litigation, arbitration proceedings, prosecution or
other legal proceedings (including, without limitation, with regard
to intellectual property rights owned or used by the Avanta Group)
having been threatened in writing, announced or instituted by or
against or remaining outstanding against or in respect of, any
member of the Avanta Group or to which any member of the Avanta
Group is, or could reasonably be expected to become, a party
(whether as claimant, defendant or otherwise), in each case, which
might reasonably be expected to have a material adverse effect on
the Avanta Group, taken as a whole, or in the context of the
Offer;
2.5.3. no enquiry, review or investigation by, or complaint or
reference to, any Third Party against or in respect of any member
of the Avanta Group having been threatened in writing, announced or
instituted or remaining outstanding by, against or in respect of
any member of the Avanta Group, in each case which might reasonably
be expected to have a material adverse effect on the Avanta Group,
taken as a whole, or in the context of the Offer;
2.5.4. no contingent or other liability having arisen or become
apparent to TVL or increased other than in the ordinary course of
business which would, or might reasonably be expected to, adversely
affect the business, assets, financial or trading position or
profits or prospects of any member of the Avanta Group to an extent
which is material in the context of the Avanta Group, taken as a
whole, or in the context of the Offer; and
2.5.5. no steps having been taken and no omissions having been
made which are likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of
the Avanta Group which is necessary for the proper carrying on of
its business and the withdrawal, cancellation, termination or
modification of which might reasonably be expected to have a
material adverse effect on the Avanta Group, taken as a whole, or
in the context of the Offer; and
No discovery of certain matters regarding information,
liabilities and environmental issues
2.6. except as Disclosed, TVL not having discovered:
2.6.1. that any financial, business or other information
concerning the Avanta Group publicly announced prior to the date of
this announcement or disclosed at any time to TVL or to any of its
advisers by or on behalf of any member of the Avanta Group prior to
the date of this announcement is misleading, contains a
misrepresentation of any fact, or omits to state a fact necessary
to make that information not misleading, to an extent which, in any
such case, is material in the context of the Avanta Group, taken as
a whole;
2.6.2. that any member of the Avanta Group or any partnership,
company or other entity in which any member of the Avanta Group has
a significant economic interest and which is not a subsidiary
undertaking of Avanta is, otherwise than in the ordinary course of
business, subject to any liability, contingent or otherwise, and
which is material in the context of the Avanta Group, taken as a
whole, or in the context of the Offer;
2.6.3. that any past or present member of the Avanta Group has
not complied in any material respect with all applicable
legislation, regulations or other requirements of any jurisdiction
or any Authorisations relating to the use, treatment, storage,
carriage, disposal, discharge, spillage, release, leak or emission
of any waste or hazardous substance or any substance likely to
impair the environment (including any property) or harm human or
animal health or otherwise relating to environmental matters or the
health and safety of humans, which non-compliance would be likely
to give rise to any material liability including any penalty for
non-compliance (whether actual or contingent) on the part of any
member of the Avanta Group which, in any case, is material in the
context of the Avanta Group, taken as a whole;
2.6.4. that there has been a material disposal, discharge,
spillage, accumulation, release, leak, emission or the migration,
production, supply, treatment, storage, transport or use of any
waste or hazardous substance or any substance likely to impair the
environment (including any property) or harm human or animal health
which (whether or not giving rise to noncompliance with any law or
regulation), would be likely to give rise to any material liability
(whether actual or contingent) on the part of any member of the
Avanta Group which in any case is material in the context of the
Avanta Group, taken as a whole;
2.6.5. that there is, or is reasonably likely to be, any
material obligation or liability (whether actual or contingent) or
requirement to make good, remediate, repair, reinstate or clean up
any property or asset currently or previously owned, occupied,
operated or made use of or controlled by any past or present member
of the Avanta Group (or on its behalf), or in which any such member
may have, or previously have had or be deemed to have had, an
interest, under any environmental legislation, common law,
regulation, notice, circular, Authorisation or order of any Third
Party in any jurisdiction or to contribute to the cost thereof or
associated therewith or indemnify any person in relation thereto,
which, in any case, is material in the context of the Avanta Group,
taken as a whole;
2.6.6. that circumstances exist (whether as a result of the
making of the Offer or otherwise) which would be reasonably likely
to lead to any Third Party instituting (or whereby any member of
the Avanta Group would be likely to be required to institute) an
environmental;
2.6.7. audit or take any steps which would in any such case be
reasonably likely to result in any actual or contingent liability
to improve or install new plant or equipment or to make good,
repair, reinstate or clean up any property of any description or
any asset now or previously owned, occupied or made use of by any
past or present member of the Avanta Group (or on its behalf) or by
any person for which a member of the Avanta Group is or has been
responsible, or in which any such member may have, or previously
have had or be deemed to have had, an interest, which, in any case,
is material in the context of the Avanta Group, taken as a
whole;
2.6.8. Avanta is subject to any liability, actual or contingent,
which is not disclosed in the annual report and accounts of Avanta
for the period ended 31 December 2013 and which is material in the
context of the Avanta Group, taken as a whole; or
2.6.9. that circumstances exist whereby a person has, or class
of persons have, or is reasonably likely to have, any legitimate
claim or claims against any member of the Avanta Group in respect
of any product or process, or materials used therein, now or
previously manufactured, sold, supplied or carried out by any past
or present member of the Avanta Group, which, in each case, is
material in the context of the Avanta Group, taken as a whole.
PART B - CERTAIN FURTHER TERMS OF THE OFFER
1. Subject to the requirements of the Panel, TVL reserves the
right to waive, in whole or in part, all or any of the above
Conditions 2.1 to 2.6 (inclusive). Each of the Conditions 2.1 to
2.6 (inclusive) shall be regarded as a separate Condition and shall
not be limited by reference to any other condition.
2. TVL shall be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or to treat as
fulfilled any of Conditions 2.1 to 2.6 (inclusive) by a date
earlier than the latest date for the fulfilment of that Condition
notwithstanding that the other Conditions of the Offer may at such
earlier date have been waived or fulfilled and that there are at
such earlier date no circumstances indicating that any of such
Conditions may not be capable of fulfilment.
3. If TVL is required by the Panel to make an offer for Avanta
Shares under the provisions of Rule 9 of the Code, TVL may make
such alterations to any of the above Conditions and terms of the
Offer as are necessary to comply with the provisions of that
Rule.
4. The Offer will lapse, and will not proceed, if there is a
Phase 2 CMA reference or if Phase 2 European Commission proceedings
are initiated or if, following a referral of the Offer by the
European Commission under Article 9(1) of the European Council
Merger Regulation to a competent authority in the United Kingdom,
there is a Phase 2 CMA reference, in any such case before 1.00 p.m.
(London time) on the First Closing Date or the time and date at
which the Offer becomes, or is declared, unconditional as to
acceptances (whichever is the later). The effect of the Offer
lapsing is that the Offer will cease to be capable of further
acceptance and that TVL and any Avanta Shareholders, who have
accepted the Offer, will cease to be bound by prior acceptances of
the Offer.
5. The availability of the Offer to persons not resident in the
United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements.
6. The Offer will not be made, directly or indirectly, in or
into, or by use of the mails of, or by any means or instrumentality
(including, without limitation, facsimile transmission, telex,
telephone, internet or e-mail) of interstate or foreign commerce
of, or of any facility of a national securities exchange of, any
Restricted Jurisdiction and the Offer will not be capable of
acceptance by any such use, means, instrumentality or facility or
from within any Restricted Jurisdiction.
7. Avanta Shares which will be acquired under the Offer will be
acquired fully paid and free from all liens, equities, charges,
encumbrances, options, rights of pre-emption and any other third
party rights and interests of any nature and together with all
rights now or hereafter attaching or accruing to them, including
voting rights and the right to receive and retain in full all
dividends and other distributions (if any) declared, made or paid
on or after 21 November 2014.
8. Under Rule 13.5 of the Code, TVL may not invoke a condition
to the Offer so as to cause the Offer not to proceed, to lapse or
to be withdrawn unless the circumstances which give rise to the
right to invoke the condition are of material significance to TVL
in the context of the Offer. The conditions contained in paragraph
1 of Part A of this Appendix I and paragraph 4 of this Part B of
this Appendix I are not subject to this provision of the Code.
9. The Offer will be governed by the law of England and Wales
and will be subject to the jurisdiction of the English courts and
to the Conditions and further terms set out in this Appendix I and
to be set out in the Offer Document.
10. The Offer will be subject to applicable requirements of the
Code, the Panel, the London Stock Exchange, the FCA and the AIM
Rules.
APPENDIX II
BASES OF CALCULATION AND SOURCES OF INFORMATION
In this announcement, unless otherwise stated or the context
otherwise requires, the bases of calculation and sources of
information are used as described below.
1. Unless otherwise stated, financial information relating to
the Avanta Group has been extracted or derived (without any
adjustment) from the audited annual report and accounts for Avanta
for the year ended 31 December 2013.
2. References to the existing issued share capital of Avanta are
to the number of Avanta Shares in issue as disclosed in Avanta's
announcement dated 21 November 2014, which was 32,710,998 Avanta
Shares. The International Securities Identification Number for
Avanta Shares is GB00BCLYPC12.
3. References to the fully diluted share capital of Avanta are
to 39,648,867 Avanta Shares which comprise the following:
Existing shares in issue 32,710,998
Options under Avanta Share Schemes
exercisable below the Offer Price 3,370,385
Warrants 1,003,382
Deferred Consideration Shares (not
all of which may come in to issue) 2,564,102
4. Unless otherwise stated, all Closing Prices have been derived
from the AIM Appendix to the London Stock Exchange Daily Official
List.
APPENDIX III
SCHEDULE OF IRREVOCABLE UNDERTAKINGS
Irrevocable Undertakings from Avanta Directors
Name of Director Number of Avanta Percentage of entire
Shares existing issued share
capital of Avanta
------------------- ----------------- -----------------------
Daniel Taylor* 3,828,419 11.70%
------------------- ----------------- -----------------------
Alan Pepper 25,000 0.08%
------------------- ----------------- -----------------------
Michael Kingshott 1,000,265 3.06%
------------------- ----------------- -----------------------
Andrew Bourne** 1,099,847 3.36%
------------------- ----------------- -----------------------
* These include 3,603,419 Avanta Shares in which Daniel Taylor
is interested through Westchester Properties (SOG) LP, as the
registered owner.
** Andrew Bourne is interested in all of these shares through
Lexton Assets SA,as the registered owner.
The irrevocable undertakings shall lapse if: (i) the Offer
Document is not published within 28 days of the date of the
announcement of the Original Offer; or (ii) a third party
announces, within 10 days of the posting of the Offer Document, a
firm intention to make an offer for the whole of the issued or to
be issued share capital of Avanta under which the amount or value
of the consideration offered for each Avanta Share is not less than
10 per cent. greater than the value per Avanta Share offered
pursuant to the Offer and, within five Business Days of such
announcement, TVL has not announced a revision to the Offer which
matches or exceeds the consideration offered pursuant to such third
party's offer.
All of the undertakings referred to above will cease to be
binding if the Offer lapses or is withdrawn or is not made.
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this announcement,
unless otherwise stated or the context otherwise requires.
"AIM" AIM, a market of the London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by
the London Stock Exchange
"Avanta" or Avanta Serviced Office Group plc, a public
the "Company" limited company incorporated in England
and Wales with registered number 04031883
"Avanta Group" Avanta and its subsidiary and associated
undertakings as such terms are defined in
the Companies Act
"Avanta Shareholders" the holders of Avanta Shares
"Avanta Shares" the ordinary shares of GBP0.30 each in the
capital of Avanta, and "Avanta Share" shall
be construed accordingly
"Avanta Share the Serviced Office Group Plc Executive
Schemes" Share Option Scheme 2004 and the Serviced
Office Group Plc Enterprise Management Incentive
Scheme 2012
"Board of Avanta" the board of directors of Avanta
or "Avanta
Directors"
"Business Day" a day (other than a Saturday, Sunday, public
or bank holiday) on which banks are generally
open for business in London
"City Code" the City Code on Takeovers and Mergers
or "Code"
"Closing Price" the closing middle market price of an Avanta
Share, as derived from the AIM Appendix
of the London Stock Exchange Daily Official
List
"Companies the Companies Act 2006, as amended from
Act" time to time
"Conditions" the Conditions set out in Appendix I to
this announcement
"Deferred Consideration means up to 2,564,102 new Avanta Shares
Shares" to be allotted and issued by Avanta to certain
persons pursuant to the terms of a sale
and purchase agreement dated 9 July 2013
between, amongst others, (1) Beadon Investments
Limited and (2) the Company
"Disclosed" (i) disclosed in the annual report and accounts
for Avanta for the period ended 31 December
2013, (ii) Publicly Disclosed, (iii) disclosed
in the announcement of the Original Offer,
or (iv) fairly disclosed to TVL by or on
behalf of Avanta prior to the date of the
announcement of the Original Offer
"FCA" the UK Financial Conduct Authority
"First Closing the date which falls 21 days after the posting
Date" of the Offer Document
"Form of Acceptance" the form of acceptance and authority relating
to the Offer, which will accompany the Offer
Document
"London Stock London Stock Exchange plc
Exchange"
"Offer" the cash offer to be made by TVL at the
Offer Price in accordance with Part 28 of
the Companies Act to acquire the entire
issued and to be issued ordinary share capital
of Avanta not already owned, or agreed to
be acquired, by TVL, on the terms and subject
to the conditions set out in this announcement
and to be set out in the Offer Document
and, in the case of Avanta Shares held in
certificated form, the Form of Acceptance
and, where the context admits, any subsequent
revision, variation, extension or renewal
of such offer
"Offer Document" the document to be sent to Avanta Shareholders
which will contain, amongst other things,
the terms and conditions of the Offer
"Offer Period" the period commencing on 21 November 2014
and ending on the earlier of the date on
which the Offer becomes or is declared unconditional
as to acceptances and/or the date on which
the Offer lapses or is withdrawn (or such
other date as the Panel may decide)
"Offer Price" 112 pence per Avanta Share
"Official List" the daily official list maintained by the
UK Listing Authority
"Opening Position an announcement containing details of interests
Disclosure" or short positions in, or rights to subscribe
for, any relevant securities of a party
to the offer if the person concerned has
such a position
"Original Offer" the offer for the entire issued and to be
issued share capital of Avanta at 110 pence
per share referred to the announcement by
TVL, on 21 November 2014, of its firm intention
to make such offer under Rule 2.7 of the
Code
"Panel" or the Panel on Takeovers and Mergers
"Takeover Panel"
"Publicly Disclosed" fairly disclosed in any public announcement
by Avanta to any Regulatory Information
Service
"Regulatory any of the services authorised from time
Information to time by the FCA for the purposes of disseminating
Service" regulatory announcements
"Restricted any jurisdiction where local laws or regulations
Jurisdiction" may result in a significant risk of civil,
regulatory or criminal exposure if information
concerning the Offer is sent or made available
to Avanta Shareholders in that jurisdiction
"Share Exchange the agreement dated 21 November 2014 between
Agreement" TVL and Toscafund as described in paragraph
11 of this announcement
"Subscription the agreement dated 21 November 2014 between
Agreement" TVL and Toscafund as described in paragraph
10 of this announcement
"Third Party" any central bank, government or governmental,
quasi-governmental, supranational, statutory,
regulatory, environmental or investigative
body or authority, court, trade agency,
professional association, institution, employee
representative body or any other body or
person whatsoever in any jurisdiction
"Toscafund" Toscafund Asset Management LLP, a limited
liability partnership registered in England
and Wales with number OC320318
"TVL" TVL Limited, a private limited company,
incorporated in England and Wales with registered
number 09320936
"UK" or "United the United Kingdom of Great Britain and
Kingdom" Northern Ireland
"UK Listing the FCA as the competent authority for listing
Authority" in the United Kingdom
"US" or "United the United States of America, its territories
States" and possessions, any state of the United
States of America and the District of Columbia
"US GAAP" generally accepted accounting principles
in the US
"Warrants" the warrants granted by Avanta to subscribe
for 1,003,382 Avanta Shares under a warrant
instrument dated 24 October 2012 (as amended
on 8 January 2014)
This information is provided by RNS
The company news service from the London Stock Exchange
END
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