Laxey Partners Ltd

February 27, 2008 02:33 ET

Statement re: Possible Cash Offer for TDG plc ('TDG' or the 'Company')

LONDON, UNITED KINGDOM--(Marketwire - Feb. 27, 2008) - Laxey Partners Ltd ('Laxey') notes today's announcement by TDG. Laxey confirms that it has approached the Board of TDG with an indicative cash offer for the entire share capital of TDG. Laxey also confirms that, should an offer be made, it would be at a price of 275p per share (less the dividend declared today of 8.75 pence per share).

Preston Rabl, Chairman of Laxey, said today:

'We have been investors in TDG for over a year and are excited about the opportunity to back TDG, its management team and employees. The Company has a strong customer base, which we value highly, and we support the Company's strategy. We believe that our proposal is fair and attractive to shareholders, representing approximately a 29% premium on the one month average and approximately a 34% premium on the three months average share price'.

Laxey owns approximately 22 per cent. of the issued share capital of TDG.

Laxey's preconditions to announcing a firm intention to the making of an offer are completion of satisfactory due diligence, the finalisation of financing arrangements and the recommendation of the Board of TDG that TDG shareholders accept the offer.

Laxey reserves the right to waive any or all of the preconditions set out in this announcement and emphasises that there can be no certainty as to whether an offer will ultimately be made even if the preconditions are waived or satisfied. Laxey 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 the Company, 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until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends.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 the Company, 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 the Company by Laxey or the Company, 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