Moody's cuts rating from B3 to Caa1 (further into junk territory); remains on review for further downgrade
Loxam raises offer for Lavendon Group to 260p per share
28 DEC 2016
On 14 December 2016, the boards of directors of Lavendon and Loxam announced that they had reached agreement on the terms of a recommended all cash offer for the entire issued and to be issued share capital of Lavendon by Loxam, to be implemented by way of a takeover offer under the City Code and within the meaning of Part 28 of the Companies Act 2006 (the "Original Offer").
On 15 December 2016, Loxam published an offer document setting out the full terms and conditions of the Original Offer (the "Original Offer Document").
On 15 December 2016, TVH Group N.V. ("TVH") announced an increased cash offer (the "TVH Increased Offer") of 230 pence per share for the entire issued and to be issued share capital of Lavendon.
On 16 December 2016, the boards of directors of Lavendon and Loxam announced an increased recommended all cash offer of 250 pence per share for the entire issued and to be issued share capital of Lavendon by Loxam (the "Increased Recommended Offer").
On 23 December 2016, TVH announced a second increased cash offer (the "TVH Second Increased Offer") of 251 pence per share for the entire issued and to be issued share capital of Lavendon.
Today, the boards of directors of Lavendon and Loxam are pleased to announce an increased recommended all cash offer of 260 pence per share for the entire issued and to be issued share capital of Lavendon by Loxam (the "Second Increased Recommended Offer").
2.Second Increased Recommended Offer
The Second Increased Recommended Offer values the entire share capital of Lavendon in issue as at 23 December 2016 at GBP 442m and represents a premium of approximately:
- 87 per cent. to the Closing Price of 139.0 pence for each Lavendon Share on 21 November 2016 (being the last Business Day prior to the start of the Offer Period); and
- 98 per cent. to the volume-weighted price of 131.3 pence for each Lavendon Share for the twelve month period ended on 21 November 2016 (being the last Business Day prior to the start of the Offer Period).
3. Amendment to debt facility agreement
Loxam further announces that the Interim Facility Agreement, a summary of which was included in paragraph 8.3 of Section V (Additional Information) of the Original Offer Document, has been amended for a second time, so as to increase the facilities available to Loxam to EUR 795m and to increase the portion of the facilities available for cash consideration to EUR 570m. Copies of the amendment documentation will be available on Loxam's website at www.loxamgroup.com.
Rothschild and Deutsche Bank, financial advisers to Loxam, are each satisfied that sufficient resources are available to Loxam to enable it to satisfy, in full, the cash consideration payable to Lavendon Shareholders by Loxam under the terms of the Second Increased Recommended Offer.
4. Offer related arrangements
On 16 December 2016, at the same time as the announcement of Loxam's Increased Recommended Offer of 250 pence per share, the boards of directors of Lavendon and Loxam announced that Lavendon had agreed to increase the break fee of GBP 3,700,000 payable under the break fee letter between Lavendon and Loxam dated 14 December 2016 (the "Break Fee Letter") to GBP 4,200,000, being 1 per cent. of the value of the current issued share capital of Lavendon pursuant to the Increased Recommended Offer. Loxam and Lavendon therefore entered into a revised break fee agreement on 16 December 2016 to reflect this increase. Following discussions with the Takeover Panel, Loxam and Lavendon have agreed to revert to a break fee of GBP 3,700,000, being the amount of the original break fee as set out in the Break Fee Letter.
5. How to accept the Second Increased Recommended Offer
A revised offer document (the "Revised Offer Document") containing the full terms of, and conditions to, the Second Increased Recommended Offer together with the associated revised form of acceptance (the "Revised Form of Acceptance") will be posted to Lavendon Shareholders within 28 days of the date of this announcement and be made available, subject to certain restrictions relating to persons resident in certain jurisdictions, on Loxam's website at www.loxamgroup.com in due course.
Lavendon Shareholders wishing to accept the Second Increased Recommended Offer in respect of certificated Lavendon Shares, should complete either: (i) the Form of Acceptance accompanying the Original Offer Document dated 15 December 2016; or (ii) the Revised Form of Acceptance which will accompany the Revised Offer Document to be posted in due course.
Lavendon Shareholders wishing to accept the Second Increased Recommended Offer in respect of uncertificated shares should do so electronically through CREST.
Lavendon Shareholders who have already accepted the Original Offer will receive the price per Lavendon Share payable under the Second Increased Recommended Offer if the offer becomes unconditional in all respects and so do not need to take any further action.
If you have any questions relating to this announcement, the Original Offer Document or the Revised Offer Document (when published), please contact the Receiving Agent, Equiniti Limited on 0333 207 6523 or +44 121 415 0906 if calling from outside the UK. The helpline is open between 8.30 a.m. and 5.30 p.m., Monday to Friday excluding public holidays in England and Wales.
6. Loxam seeking to acquire Lavendon Shares
Institutional Lavendon Shareholders wishing to sell their shares for 260 pence per Lavendon Share in cash today should contact Deutsche Bank (Jimmy Bastock: +44 (0)20 7545 8000) who have authority to make a limited number of market purchases.
7. Recommendation by the Lavendon Directors
The Lavendon Directors, who have been so advised by Canaccord Genuity as to the financial terms of the Second Increased Recommended Offer, consider the terms of the Second Increased Recommended Offer to be fair and reasonable. In providing its advice, Canaccord Genuity has taken into account the commercial assessments of the Lavendon Directors.
The Lavendon Directors intend to recommend that Lavendon Shareholders accept (or procure acceptance of) the Second Increased Recommended Offer as each of the Lavendon Directors who are interested in Lavendon Shares have irrevocably undertaken to do in respect of their own Lavendon Shares representing, in aggregate, approximately 0.55 per cent. of the issued share capital of Lavendon as at 23 December 2016 (being the last practicable date prior to the date of this Announcement). The Lavendon Directors therefore recommend that Lavendon Shareholders take no action with regard to the TVH Second Increased Offer.
8. General
Save as set out in this announcement, the Second Increased Recommended Offer is subject to the same terms and conditions as the Original Offer and Loxam confirms that there have been no other material changes to any of the matters listed in Rule 27.2(b) of the City Code since the publication of the Original Offer Document.
The Original Offer Document will remain available, subject to certain restrictions relating to persons resident in certain jurisdictions, on Loxam's website at www.loxamgroup.com. The contents of Loxam's website are not incorporated into and do not form part of this announcement.
Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Original Offer Document dated 15 December 2016.
CNMV publishes short selling positions reach record high of 9.1% as of Dec 23rd (update)
Top short sellers:
- AQR with 3.39% as of Dec 26th
- Marshall Wace with 2.92% as of Dec 21st
To launch fully integrated online system for trading, customs declaration and payment settlement with Globex Global Sources and Shenzhen Globex e-Services Inc., an integrated e-commerce service provider, are planning to co-develop a fully integrated electronic solution to facilitate more efficient cross-border trade between mainland China-based exporters and overseas buyers. As an integrated system, the new service aims to include:
- Electronic customs declaration and clearance
- Full integration of customs, banking and shipment information
- The completion of tax refund applications directly to the exporter's account
Participating buyers and sellers would gain visibility over all stages of the trade process, including payment, product inspection and shipment status.
Expected to launch in early 2017, the service is to be made available through the Global Sources website to Global Sources' community of buyers and suppliers and is designed to support B2B buyers who require rapid delivery times for ready-to-order products.
PARMALAT : AMBER chief tells ECHOS & FIGARO it won’t tender its c.2.5% stake ,as viewing fair value “between €4 & €4.50”
LSE set to sell French clearing arm to Euronext
Cash deal worth about €510m could smooth UK group’s path to Deutsche Börse merger
The London Stock Exchange Group is expected to announce the sale of its French clearing arm to rival Euronext within days in a cash deal worth about €510m.
The UK group hopes that the sale will smooth the path for its merger with rival Deutsche Börse.
The LSE and Euronext had hoped to unveil a deal before Christmas but a late disagreement over terms meant the announcement was put on hold. That has now been resolved and a formal statement is expected to come this week, two people briefed on the talks said.
The LSE and Euronext declined to comment.
LSE offered to sell LCH SA, the Paris-based subsidiary formerly known as Clearnet, three months ago to allay concerns from Brussels antitrust officials that its tie-up with Deutsche Börse could curb competition in the European fixed income markets.
That deal faces a critical three-month evaluation period as EU watchdogs examine its likely impact on clearing competition in Europe. Last week, the European Commission pushed back its deadline for a decision on the LSE-Deutsche Börse deal to March 13.
Clearing houses are at the forefront of moves by global regulators to bolster markets after the financial crisis. They stand between parties in a trade, managing the risk to the market if one party defaults on payment.
Ten days ago, LSE and Deutsche Börse received a so-called “statement of objections” from the competition regulators, which laid out concerns about the clearing of trades in derivatives and fixed income markets.
In an interview with the Financial Times last week, Carsten Kengeter, chief executive of Deutsche Börse, said of the French LCH disposal: “We believe that the vast majority of the concerns that are coming out of Brussels will, in fact, be addressed [by the sale].”
A sale would resolve the majority of problems that the European Commission has with a merger between LSE and Deutsche Börse, leaving only issues related to derivatives clearing.
The LSE wants to keep the UK arm of LCH, which clears interest rate swaps, and link it with Deutsche Börse’s Eurex, which clears futures.
Mr Kengeter said that the two exchanges would respond formally to the antitrust concerns by mid-January. “That response, I think, will be crucial to seeking the approval, or obtaining the approval,” he said.
A purchase would be Euronext’s largest deal since it was spun off from Intercontinental Exchange and became an independent company again in 2014.
LCH SA clears credit default swaps, derivatives, equities and repo trades, a crucial market for secured short-term funding for banks.
It made a profit of €36.2m from an operating income of €122.5m in the year to December 2015. Euronext outpaced interest from US exchanges duo Nasdaq and CME Group for LCH SA, according to the people briefed on the talks.
Last month, RBC Capital Markets said that Euronext needed a catalyst, either from a deal or higher trading volumes, to boost its flagging share price, which has dropped 15 per cent this year.
Etihad Airways denies reported speculation on offloading stake in Virgin Australia
Etihad Airways denied speculation reported in the Australian Financial Review earlier today (28 December) that the gulf carrier could be considering options for its 21.8% stake in Virgin Australia [ASX: VAH], the same Australian newspaper reported.
Etihad Airways denied the speculation, saying the airliner's investment in Virgin Australia will be maintained, and Etihad Airways remains fully committed to maintain its long-term business partnership with Virgin Australia, the newspaper report said, quoting an unnamed Etihad spokesman as saying.
Dow +0.07% S&P+0.13% Nasdaq +0.28% Russell +0.65%
US MArket closed slightly higher on a slow day. The bulk of today's action took place during the opening minutes as the key indices charged to session highs. The opening rally was followed by a slow intraday drip from those highs. Nine of eleven sectors finished the day in positive territory with technology (+0.5%) underpinning things from the start. The top-weighted group rallied behind Apple (AAPL 117.25, +0.73) and high-beta chipmakers. NVIDIA (NVDA 117.32, +7.54) soared 6.9%, extending its 2016 gain to 256.0%. energy (+0.2%) failing to keep pace with crude oil, which jumped 1.7% to $53.89/bbl. Deutsche Bank (DB 18.37, -0.26) was notified by the European Central Bank that it will have to maintain a phase-in Common Equity Tier 1 ratio of at least 9.51% starting in January. This will be down from this year's requirement of 10.76%. US After Hours NVDA +0.8% extending gains further in after hours trade, MDXG +2% on Aetna EpiFix coverage news... ANTH -67% as Phase 3 study narrow miss causes big drop. Trade remains mixed and light even with all markets open following a very quiet US session, which again saw higher crude prices. CBRC Official: Proposes RRR cut at an "appropriate time". China Q4 Beige Book: Saw improvement q/q in Rev, profits, CAPEX and jobs; New orders stable q/q.
Nikkei -0.01% Hang Seng +0.52% CSI -0.52% Shanghai -0.52%
Eur$ 1.0468 CNH 6.9557 CNY 6.9544 JPY 117.56 GBP 1.2288 CHF 1.0272 RUB 60.6481 WTI $ 53.78 -0.24%
S&P +0.17% EuroStoxx +0.03% Dax +0.01% FTSE +0.09% SMI -0.02%
Macro :
- Italy Bank Fund Sufficient for Lenders if Needed: Official
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