Laxey Partners Ltd
LSE : TTM

May 09, 2008 04:29 ET

Statement by Laxey Partners Limited ('Laxey Partners'): Update re possible cash offer for TDG plc ('TDG')

LONDON, UNITED KINGDOM--(Marketwire - May 9, 2008) - In light of today's Annual General Meeting of TDG shareholders, Laxey Partners would like to re-confirm its interest in pursuing a possible cash offer for TDG. Laxey Partners is also pleased to reconfirm that, should an offer be made, it would be at a price of 275p per share (less the dividend of 8.75 pence per share declared on 27 February 2008 and payable on 23 May 2008 which TDG shareholders are entitled to retain).

Laxey Partners is appreciative of the support of the Board of TDG in allowing it to satisfactorily complete its due diligence. This is an important step in progressing a possible cash offer for TDG, which subject to the preconditions set out in Laxey Partners' statement dated 27 February 2008 (with the exception of due diligence which has now been completed satisfactorily), is expected to be announced in the near future.

Laxey Partners remains excited about the opportunity of working with management, employees and customers of TDG, should any offer be made and any such offer be successfully completed. Laxey Partners intends to support the management team to implement their strategy, expand the range of services and deepen the coverage the Group currently provides.

Laxey Partners reserves the right to waive any or all of the preconditions set out in Laxey Partners' statement dated 27 February 2008 (with the exception of due diligence which has now been completed satisfactorily) and emphasises that there can be no certainty as to whether an offer will ultimately be made even if the preconditions are satisfied or waived. Laxey Partners reserves the right to offer a lower price if it were to be recommended by the TDG Board. Any offer would be subject to customary terms and conditions.

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 TDG, 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 TDG, 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 TDG by Laxey Partners or TDG, 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.

Contact Information

  • Laxey Partners Ltd
    Alex Paiusco
    +44 1624 690900