VT Group plc - Rejection of Babcock's proposal
February 15 2010 - 11:04AM
UK Regulatory
TIDMVTG TIDMBAB
RNS Number : 1785H
VT GROUP PLC
15 February 2010
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| NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, |
| INTO OR FROM ANY JURISDICTION (INCLUDING THE UNITED STATES) WHERE TO DO |
| SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF |
| THAT JURISDICTION |
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| 15 February 2010 | |
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| VT Group plc - Rejection of Babcock's proposal |
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VT Group plc ("VT" or the "Company") notes the announcement by Babcock
International Group plc ("Babcock") and confirms that it received a preliminary
approach from Babcock on 3 February regarding a possible offer for the Company.
The Board carefully considered, together with its advisers, Rothschild and
Merrill Lynch International, the preliminary approach, which relies on the
return of the net cash proceeds from the exit of BVT, of which VT shareholders
already have the benefit, and concluded that it was strategically unsound and at
a level which substantially undervalued the Company and its prospects. The
Board was unanimous in rejecting this approach.
This proposal follows on from two similar approaches made by Babcock last
summer, which the Board of VT also considered carefully and rejected at that
time.
Babcock's proposal would have resulted in VT shareholders holding shares in the
enlarged group. VT has pursued over the last five years a successful growth
strategy of developing a broader based support services business, with reduced
exposure to MoD. With the acquisition of DML in 2007, Babcock has by contrast
increased its exposure to the MoD marine sector. A combination with Babcock
would therefore represent a retrograde step in VT's strategy and would increase
VT shareholders' exposure to MoD cut backs.
The Board of VT believes that Babcock faces serious strategic challenges and
that VT has a clear and established growth strategy focused on support services
that would be further enhanced by the addition of Mouchel.
This announcement has not been made with the consent of Babcock and there can be
no certainty that an offer will be forthcoming or as to the terms of any offer.
A copy of this announcement will be available at www.vtplc.com.
The Directors of VT accept responsibility for the information contained in this
announcement. To the best of knowledge and belief of the Directors of VT, who
have taken all reasonable care to ensure such is the case, the information
contained in this announcement is in accordance with the facts and does not omit
anything likely to affect the import of such information
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any
person is, or becomes, "interested" (directly or indirectly) in 1% or more of
any class of "relevant securities" of VT or Babcock, all "dealings" in any
"relevant securities" of that company (including by means of an option in
respect of, or a derivative referenced to, any such "relevant securities") must
be publicly disclosed by no later than 3.30 pm (London time) on the London
business day following the date of the relevant transaction. This requirement
will continue until the date on which the offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn or on which
the "offer period" otherwise ends. If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to acquire an
"interest" in "relevant securities" of VT or Babcock, they will be deemed to be
a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of VT or Babcock by Babcock or VT, or by any of their respective
"associates", must be disclosed by no later than 12.00 noon (London time) on the
London business day following the date of the relevant transaction. A disclosure
table, giving details of the companies in whose "relevant securities" "dealings"
should be disclosed, and the number of such securities in issue, can be found on
the Takeover Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a "dealing" under Rule 8, you should consult the Panel.
N.M. Rothschild & Sons Limited ("Rothschild") and Merrill Lynch International
("MLI"), which are authorised and regulated by the Financial Services Authority
in the United Kingdom, are acting for VT and for no one else in connection with
the subject matter of this announcement and will not be responsible to any
person other than VT for providing the protections afforded to clients of
Rothschild and MLI, nor for providing advice in relation to the subject matter
of this announcement or any matter referred to herein. Neither Rothschild nor
MLI nor any of their subsidiaries, branches or affiliates owes or accepts any
duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of Rothschild or MLI in connection with this announcement, any
statement contained herein or otherwise.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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