TIDMASOG
RNS Number : 3558Z
Toscafund Asset Management LLP
10 December 2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
For immediate release 10 December 2014
Publication and posting of Offer Document
On 21 November 2014, Tosca Vehicle Limited ("TVL") released an
announcement of its firm intention to acquire the entire issued and
to be issued share capital of Avanta Serviced Office Group plc
("Avanta") not already owned, or agreed to be acquired, by TVL, to
be implemented by means of a takeover offer within the meaning of
Part 28 of the Companies Act. This offer was subsequently revised
and, on 2 December 2014, TVL and the Board of Avanta announced (the
"2 December Announcement") that they had reached agreement on the
terms of an increased and recommended cash offer for Avanta (the
"Offer"). Defined terms in this announcement shall have the meaning
given to them in the 2 December Announcement.
Accordingly, TVL announces that it is today posting to Avanta
Shareholders an offer document relating to the Offer (the "Offer
Document").
Information for shareholders on the Offer
The Offer will initially be open for acceptance until 1.00 p.m.
(London time) on 31 December 2014.
To accept the Offer in respect of Avanta Shares held in
certificated form (that is, NOT in CREST), the Form of Acceptance
must be completed in accordance with the instructions printed
thereon and returned as soon as possible and, in any event, so as
to be received by Capita Asset Services at Corporate Actions, The
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU by no later
than 1.00 p.m. (London time) on 31 December 2014.
To accept the Offer in respect of Avanta Shares held in
uncertificated form (that is, in CREST), acceptance should be made
electronically through CREST so that the relevant TTE instruction
settles as soon as possible and, in any event, no later than 1.00
p.m. (London time) on 31 December 2014. If you are a CREST
sponsored member, you should refer to your CREST sponsor as only
your CREST sponsor will be able to send the necessary TTE
instruction to Euroclear in relation to your Avanta Shares.
Shareholder helpline
A shareholder helpline is available for Avanta Shareholders. If
you require assistance, please contact Capita Asset Services on
0871 664 0321 (from within the UK) or on + 44 20 8639 3399 (if
calling from outside the UK). Calls to the 0871 664 0321 number
cost 10 pence per minute from a BT landline. Other network
providers' costs may vary. Lines are open 9.00 a.m. to 5.30 p.m.
(London time) Monday to Friday. Calls to the helpline from outside
the UK will be charged at the applicable international rate.
Different charges may apply to calls from mobile telephones and
calls may be recorded and randomly monitored for security and
training purposes. The helpline cannot provide advice on the merits
of the Offer nor give any financial, legal or tax advice.
Publication on website
In accordance with Rule 30.4 of the Code, a copy of this
announcement and the Offer Document will be made available free of
charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Toscafund's website at
www.toscafund.com and Avanta's website at www.avanta.co.uk by no
later than 12 noon (London time) on the business day following this
announcement.
Enquiries:
Toscafund Asset Management LLP Tel: +44(0) 207
Nigel Gliksten 845 6100
Whitman Howard Limited (financial Tel: +44(0) 207
adviser to TVL) 087 4550
Ranald McGregor-Smith
Nick Lovering
Avanta Serviced Office Group Tel: +44 (0)
plc 20 3008 6000
Daniel Taylor, Chairman
Alan Pepper, Chief Executive
Officer
Shore Capital and Corporate Tel: +44 (0)
Limited 207 408 4090
(Rule 3 financial adviser to
Avanta)
Stephane Auton
Patrick Castle
Weber Shandwick Tel: +44 (0)
Nick Oborne 207 367 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.
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 p.m. (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 p.m. (London time) on the 10th business day
following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the 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 p.m. (London
time) on the business day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
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 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.
Ends
This information is provided by RNS
The company news service from the London Stock Exchange
END
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