Mouchel

 

TIDMVTG TIDMMCHL 
 
RNS Number : 0630I 
VT GROUP PLC 
04 March 2010 
 

+----------------------------+----------------------------------+----------+ 
| 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                                                        | 
+--------------------------------------------------------------------------+ 
|                                                                          | 
+--------------------------------------------------------------------------+ 
| 4 March 2010               |                                             | 
+----------------------------+---------------------------------------------+ 
|                                                                          | 
+--------------------------------------------------------------------------+ 
|      FOR IMMEDIATE RELEASE |                                  |          | 
|                            |                                  |          | 
+----------------------------+----------------------------------+----------+ 
| VT Group plc - Announcement re Mouchel                                   | 
+--------------------------------------------------------------------------+ 
|                                                                          | 
+--------------------------------------------------------------------------+ 
|                                                                          | 
+----------------------------+----------------------------------+----------+ 
 
On 15 February 2010, VT Group plc ("VT" or the "Company") confirmed that it had 
made a final proposal (the "Final Proposal") to Mouchel Group plc ("Mouchel") 
regarding a possible offer for Mouchel and that it was looking to enter 
constructive discussions on the basis of the Final Proposal.  As previously 
stated, the Final Proposal was conditional inter alia on the completion of 
satisfactory due diligence.  To date, Mouchel has not engaged with VT. 
On 22 January 2010, the Takeover Panel issued a deadline of 8 March 2010 by 
which VT must decide whether to announce a firm intention to make an offer for 
Mouchel.  On 15 February 2010, Babcock International Group plc ("Babcock") 
announced that it had made a preliminary approach regarding a possible offer for 
VT.  In view of there being no engagement with Mouchel at this time, and the 
interest of Babcock in VT, the Board of VT has decided not to make an offer for 
Mouchel at this point. 
The Board of VT continues to believe that an acquisition of Mouchel would create 
significant value for both Mouchel and VT shareholders.  An acquisition would be 
firmly aligned with the successful strategy VT has pursued over the last five 
years of developing a broader based support services business, would result in 
cost synergies that naturally result from a combination of two businesses of the 
scale of VT and Mouchel and would be significantly earnings enhancing, and value 
creating, in the first full year of ownership on the basis of the terms of the 
Final Proposal1. 
The Board of VT hopes that, as and when circumstances change, the Board of 
Mouchel would wish to enter discussions regarding a proposal that adds value for 
both sets of shareholders. 
 
For the purposes of Rule 2.8 of the Code, VT reserves the right to announce a 
possible offer or offer for Mouchel and/or take any other action otherwise 
precluded under Rule 2.8 of the Code within six months of the date of this 
announcement in the event that: 
a)  there is a material change in circumstance; or 
b)  the board of directors of Mouchel agrees to the making of such an 
announcement or the taking of such action; or 
c)  an offer for Mouchel by a third party is announced; or 
d)  a whitewash proposal (as described in Note 1 of the Notes on Dispensations 
from Rule 9 in the Code) or a reverse takeover (as described in Note 2 to Rule 
3.2 of the Code) is announced in respect of Mouchel. 
 
 Notes: 
1.  Nothing in this announcement is intended to be a profit forecast and the 
statements in this announcement should not be interpreted to mean that the 
earnings per share for the current or future financial periods will necessarily 
be greater than those for the relevant preceding financial period. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 MSCEAADDELKEEAF