Toscafund Asset Management LLP Offer Document Posted (3558Z)

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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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Ends

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