13th Nov 2007 07:02
Lavendon Group PLC13 November 2007 Not for release, publication or distribution, in whole or in part, in, into, orfrom the United States, Australia, Canada or Japan or any other jurisdictionwhere to do so would constitute a violation of the relevant laws of suchjurisdiction 13 November 2007 Lavendon Group plc Acquisition of DK Rental Spain and Proposed Acquisition of DK Rental Belgium and DK Rental France for combined total consideration of €87.8 million Highlights: • Lavendon Group plc ("Lavendon" or the "Company"), Europe'smarket leader in the rental of powered access equipment, announces theacquisition of DK Rental Spain, a Spanish powered access rental and equipmentsale business, for a total consideration of €24.2 million (£16.9 million) • Lavendon has also agreed to acquire DK Rental Belgium and DKRental France, powered access rental and equipment sale businesses operating inBelgium and France respectively, for a total consideration of €63.6 million(£44.5 million) • The combined total consideration of €87.8 million (£61.4million) comprises €56.5 million (£39.5 million) in cash, €12.6 million (£8.8million) in loan notes and the issue of 1,902,372 new ordinary shares inLavendon, representing 4.3 per cent. of the Company's enlarged issued sharecapital • Consideration for DK Rental Spain comprises €14.6 million (£10.2 million) in cash, €3.6 million (£2.5 million) in loan notes and the issue of 608,123 new ordinary shares • Consideration for DK Rental Belgium and DK Rental France comprises €41.9 million (£29.3 million) in cash, €9.0 million (£6.3 million) in loan notes and the issue of 1,294,249 new ordinary shares • The acquisitions of the DK Rental Group will: • increase the scale of the Group's operations in Spain and France, strengthen the Group's position in those markets and enhance operating margins through increased utilisation and economies of scale; • give Lavendon a clear market leading position in the Belgian market; and • position the Group for further consolidation opportunities in those markets • The combined DK Rental business has a fleet of approximately2,700 machines (with an average age of two years), seven main depots across thethree countries and a strong financial track record, with attractive profitmargins • Revenue of €31.3 million, EBITDA of €17.3 million and EBIT of €11.2 million in the year ended 31 December 2006 • Experienced DK Rental management team will remain with thebusiness and join the Lavendon Group • The Directors expect the acquisitions to be earnings enhancing,before exceptional costs, for the year ending 31 December 2008 • The acquisition of DK Rental Spain has completed. The proposedacquisition of DK Rental Belgium and DK Rental France is conditional upon theapproval of Shareholders, which will be sought at an Extraordinary Meeting ofthe Company. A circular containing details of the Proposed Acquisition andconvening the Extraordinary General Meeting will be sent to Shareholders shortly • Current trading for the Group has remained strong. The Grouphas continued to grow its revenues year on year, with all main marketscontributing to this progress. Commenting on the acquisitions, Kevin Appleton, Chief Executive, said: "The acquisitions of the DK Rental Group will increase the scale of Lavendon'sSpanish and French businesses and strengthen our market positions in eachcountry. With the operational leverage from combining the businesses, this willenable us to deliver improved returns from these markets. The acquisitions willalso give us market leadership in the attractive Belgian market." This summary should be read in conjunction with the full text of theannouncement. Unless stated otherwise in this announcement, the exchange rate of GBP1:€1.43has been used in this announcement. For further information please contact: Lavendon Group plcKevin Appleton, Chief Executive +44 (0)1455 558874Alan Merrell, Group Finance Director Dresdner Kleinwort (Financial Advisor to Lavendon) +44 (0)20 7623 8000James Rudd, Director Oriel Securities (Broker to Lavendon)Malcolm Strang +44 (0)20 7710 7600 Financial DynamicsJonathon Brill/Billy Clegg/Caroline Stewart +44 (0)20 7831 3113 Information on Lavendon Lavendon Group is the European leader in the rental of powered access equipment.The quality and diversity of the hire fleet, coupled with the professionalismand accessibility of the depot network, provides an exceptional product rangefor customers and underpins the key operating strategies of the Group. Poweredaccess equipment is designed to enable people to work safely, productively andcomfortably at height. It can be used in a comprehensive range of applications,both inside and outside buildings and structures. This announcement is for information purposes only and does not constitute anoffer or invitation to acquire or dispose of any securities or investment advicein any jurisdiction. This announcement contains a number of forward-looking statements relating toLavendon with respect to, amongst other things, the following: financialcondition; results of operations; economic conditions in which Lavendonoperates; the business of Lavendon; future benefits of the transaction; andmanagement plans and objectives. Lavendon considers any statements which arenot historical facts to be "forward-looking statements". They relate to eventsand trends which are subject to risks and uncertainties which could cause theactual results and financial position of Lavendon to differ materially from theinformation presented in the relevant forward-looking statement. When used inthis announcement, the words "estimate", "project", "intend", "aim","anticipate", "believe", "expect", "should" and similar expressions, as theyrelate to Lavendon or the management of Lavendon, are intended to identify suchforward-looking statements. Readers are cautioned not to place undue reliance onthese forward-looking statements which speak only as at the date of thisannouncement. Lavendon does not undertake to update publicly or to revise anyof the forward-looking statements, whether as a result of new information,future events or otherwise, save in respect of any requirement under applicablelaws and regulations. Dresdner Kleinwort Limited, which is authorised and regulated by the FinancialServices Authority, is acting for Lavendon Group plc and for no one else inconnection with the Proposed Acquisition and will not be responsible to anyoneother than Lavendon Group plc for providing the protections afforded to clientsof Dresdner Kleinwort Limited or for affording advice in relation to theProposed Acquisition or any matters referred to in this announcement. Oriel Securities, which is authorised and regulated by the Financial ServicesAuthority, is acting for Lavendon Group plc and for no one else in connectionwith the Proposed Acquisition and will not be responsible to anyone other thanLavendon Group plc for providing the protections afforded to clients of OrielSecurities or for affording advice in relation to the Proposed Acquisition orany matters referred to in this announcement. Words and expressions used in this announcement shall have the same meaning asdefined in Appendix I to this announcement. Lavendon Group plc Acquisition of DK Rental Spain and Proposed Acquisition of DK Rental Belgium and DK Rental France 1. Introduction Lavendon Group plc ("Lavendon" or the "Company"), Europe's market leader in therental of powered access equipment, announces the acquisition of DK RentalSpain, a Spanish powered access rental and equipment sale business, for aconsideration of €24.2 million (£16.9 million) and the proposed acquisition ofDK Rental Belgium and DK Rental France, powered access rental and equipment salebusinesses operating in Belgium and France, respectively, for a consideration of€63.6 million (£44.5 million). The consideration for the acquisition of DK Rental Spain, which completed on 12November 2007, comprises the payment of €14.6 million (£10.2 million) in cash,€3.6 million (£2.5 million) in loan notes, and the issue of 608,123 New OrdinaryShares (based on the average closing Lavendon offer price for the twentybusiness days ended 9 November 2007 of 682 pence per share). The cashconsideration will be paid and the loan notes issued to the Spanish Vendors oncompletion of the Proposed Acquisition or, if the Proposed Acquisition lapses oris terminated, shortly after such lapse or termination (not being later than 2February 2008). On the later of completion of the Proposed Acquisition and 14December 2007, Lavendon will issue the Spanish Vendors 608,123 New OrdinaryShares conditional on Admission. If completion of the Proposed Acquisition doesnot take place, then in certain circumstances Lavendon is able to reduce theproportion of the cash consideration payable to Dirk Naessens for DK RentalSpain by €5 million. The aggregate consideration for the Proposed Acquisition comprises the paymentof €41.9 million (£29.3 million) in cash, €9.0 million (£6.3 million) in loannotes and the issue of 1,294,249 New Ordinary Shares (based on the averageclosing Lavendon offer price for the twenty business days ended 9 November 2007of 682 pence per share). On Completion, Lavendon will pay the French Vendor andthe Belgian Vendors €41.9 million (£29.3 million) in cash and will issue €9.0million (£6.3 million) in loan notes. On 14 December 2007, Lavendon will issueD.F.M. NV (one of the Belgian Vendors) 1,294,249 New Ordinary Shares conditionalon Admission. In view of the size of the Proposed Acquisition and requirement to aggregate theacquisition of DK Rental Spain and the Proposed Acquisition, the ProposedAcquisition constitutes a Class 1 transaction for the purposes of the ListingRules. In addition, as a result of Dirk Naessens (one of the Spanish Vendors)having been a director and a substantial shareholder of DK Rental Spain prior toits acquisition by Lavendon and his shareholdings in DK Rental Belgium and DKRental France SaRL, the Proposed Acquisition constitutes a related partytransaction for the purposes of the Listing Rules. Completion is therefore conditional upon the approval of Shareholders, whichwill be sought at an Extraordinary Meeting of the Company. A circularcontaining details of the Proposed Acquisition and convening the ExtraordinaryGeneral Meeting will be sent to Shareholders shortly. 2. Background to and reasons for the acquisitions Lavendon's core geographic markets have hitherto been the UK and Germany, wherethe Group has successfully established leading market positions. For the yearended 31 December 2006, these markets represented 83 per cent. of the Group'sturnover. The Group has also developed a highly profitable and fast-growingbusiness in the Middle East. In addition to these markets, the Group has established smaller operations inFrance and Spain. To further develop the Group's growth potential, the Directorshave reviewed opportunities to increase the scale of its existing operations inFrance and Spain and also considered entry into new geographical markets whereappropriate opportunities exist. The Directors believe that significant benefits can be realised from bothimproving the Group's market position and increasing the size of its currentoperations in France and Spain. These benefits include increased utilisation ofthe Group's rental fleet and the economies of scale available from the sharingof back-office functions. Against this background, the acquisition of DK Rental Spain and the ProposedAcquisition represents an attractive opportunity for Lavendon to increase thescale of its operations in both France and Spain, thereby strengthening theGroup's position in these markets. The Directors believe that with theseenhanced market positions, together with improved management practices andoperational gearing, the Group should deliver increased operating margins inFrance and Spain going forward. The Proposed Acquisition will also enable theGroup to enter the Belgian market as the clear market leader, with anapproximate 20 per cent. market share. The Directors believe that the acquisition of DK Rental Spain and the ProposedAcquisition will improve the Group's position if further consolidationopportunities in these markets and the European access rental market in generalbecome available. The Proposed Acquisition provides the Group with an experienced channel torecycle retired fleet, through the well established equipment sales division ofDK Rental Belgium. The average age of the combined fleet of DK Rental Spain, DKRental Belgium and DK Rental France is two years which compares with six yearsfor the Group's fleet. The Directors believe that the opportunity exists toextend the average life of the DK Rental fleet, which would deliver capitalexpenditure savings for the Enlarged Group, without impacting DK Rental'spotential machine sales volumes due to access to the Enlarged Group's retiredfleet. The opportunity to dispose of increased volumes of the Enlarged Group'sretired fleet, through the use of DK Rental's established recycling channelshould enhance the overall margins of the Enlarged Group by increasing theoptions available for the controlled disposal of retired equipment. The senior management team of the DK Rental Group will remain in place followingthe acquisition of DK Rental Spain and completion of the Proposed Acquisition.Ivan Papell, currently General Manager of DK Rental Spain has entered into a newservice agreement with the Group and will be the General Manager of the EnlargedGroup's Spanish operation. D.F.M NV (a company owned by Dirk Naessens, whocurrently manages the combined operation of DK Rental Belgium and DK RentalFrance), will enter into a new management agreement with the Group and willmanage the Enlarged Group's Belgium and French operations. 3. Information on DK Rental Spain, DK Rental Belgium and DK Rental France The DK Rental Group is an access rental and equipment sale business comprisingoperations in Belgium, France and Spain. In aggregate, the DK Rental Groupcurrently operates a combined fleet of approximately 2,700 machines from anetwork of seven main depots, with approximately 100 employees. The fleet mainlyconsists of powered access equipment, although the DK Rental Group also operatesfork-lift trucks and telehandlers which represent around 14 per cent. of theoverall fleet. The DK Rental Group was established in 1985 by Dirk Naessens and KatrienVerbauwhede with an initial focus on the rental and sale of forklift trucks inBelgium. In 1989, the business moved into the rental and sale of powered accessequipment. In Belgium, where DK Rental is a clear market leader, the businessoperates a rental fleet of approximately 1,400 machines through a network offour depots. The Spanish operation was established in 1998, following thepurchase of Lifting Iberica SA by Dirk Naessens and Ivan Papell, the latterbeing an employee of Lifting Iberica SA at the time. The business currentlyoperates a fleet of approximately 950 machines from two main locations inBarcelona and Girona, together with satellite depots in Tarragona, Lleida andMadrid. In 2003, DK Rental opened a depot in Paris, France. This depot, which iseffectively managed as an operational location of the Belgian business,currently operates a rental fleet of approximately 350 machines. Although DK Rental is not an accounting group, the three businesses are linkedthrough common ownership rather than a legal relationship between the companies.The DK Rental Belgian and French Group is ultimately 100 per cent. owned by DirkNaessens, while, prior to its acquisition by Lavendon, DK Rental Spain was 51per cent. owned by Dirk Naessens, 45 per cent. owned by Ivan Papell and 4 percent. owned by two minority shareholders, who are current employees of DK RentalSpain and DK Rental Belgium respectively. Financial record of DK Rental Spain 2004 2005 2006Year ended 31 December •'000 •'000 •'000 Revenue 6,899 8,657 10,933EBITDA 2,484 3,987 6,427EBITDA margin % 36.0% 46.1% 58.8%Operating profit 1,710 2,622 4,094Operating margin % 24.8% 30.3% 37.4%Profit before tax 1,545 2,350 3,705Profit after tax 1,079 1,665 2,513Cash generated from operations 1,868 3,202 6,626Capital expenditure 5,222 4,777 9,681Net debt (5,497) (6,759) (10,046)Gross assets 11,718 15,742 22,663Net assets 4,053 5,718 8,318 Financial record of the DK Rental Belgian and French Group 2004 2005 2006Year ended 31 December •'000 •'000 •'000 Revenue 16,738 19,379 20,389EBITDA 6,387 9,317 10,870EBITDA margin % 38.2% 48.1% 53.3%Operating profit 3,714 6,715 7,101Operating margin % 22.2% 34.7% 34.8%Profit before tax 3,268 6,262 6,582Profit after tax 1,738 4,380 4,220Cash generated from operations 6,012 6,990 8,081Capital expenditure 6,568 9,906 25,047Net debt (8,880) (10,140) (23,386)Gross assets 28,127 33,352 50,734Net assets 11,626 15,806 19,826 Over the past two years the DK Rental Belgian and French Group has shown strongrevenue growth, averaging over 10.0 per cent. per annum, with accompanyingincreases in EBITDA and operating margins. The DK Rental Belgian and FrenchGroup generated an EBITDA margin of 53.3 per cent. for the year ended 31December 2006. This compares favourably with the EBITDA margins generated by theGroup of 29.8 per cent. and 30.7 per cent. as derived, without materialadjustment, from the audited financial statements for the two years ended 31December 2005 and 2006, respectively. The underlying reason for the DK Rental Belgian and French Group's higher EBITDAmargins compared with the Group is, inter alia, the scale of operating leverageachieved from the DK Rental Belgian and French Group's cost structure. Thisincreased leverage is available as a limited number of depots are required toservice their markets, with each depot operating a large average fleet size,enabling economies of scale to be derived. This operating efficiency is furtherenhanced by the margins achieved from the sale of equipment through this depotnetwork. Whilst there will be a requirement to increase managerial resources incertain areas of the DK Rental Belgian and French Group, the Directors believethat the EBITDA margins achieved by the Proposed Acquisition will remain abovethose currently achieved by the Group. Since 31 December 2006, trading in both DK Rental Spain and the DK RentalBelgian and French Group has been strong. 4. Principal terms of the acquisition of DK Rental Spain The consideration payable comprises €14.6 million (£10.2 million) in cash, €1.8million (£1.3 million) in 4 per cent. unsecured loan notes guaranteed by theCompany redeemable on the first anniversary of issue, €1.8 million (£1.3million) in 3.5 per cent. unsecured loan notes guaranteed by the Bank redeemableon the second anniversary of issue and the issue of 608,123 New Ordinary Shares(based on the average closing Lavendon offer price for the twenty business daysended 9 November 2007 of 682 pence per share). The cash consideration of €14.6million will be paid and the loan notes issued to the Spanish Vendors oncompletion of the Proposed Acquisition or if the Proposed Acquisition lapses oris terminated, shortly after such lapse or termination (not being later than 2February 2008). If completion of the Proposed Acquisition does not take place,then in certain circumstances Lavendon is able to reduce the proportion of thecash consideration payable to Dirk Naessens by €5 million. Application will be made for Admission in respect of the 608,123 New OrdinaryShares, to be issued pursuant to the Spanish Acquisition Agreement. It isexpected that Admission will become effective and dealings in the New OrdinaryShares will commence on the London Stock Exchange at 8.00 a.m. on 17 December2007. The New Ordinary Shares will rank pari passu with the existing OrdinaryShares. The Lavendon Group has assumed the net indebtedness of DK Rental Spain which atCompletion is estimated to be €11.0 million (£7.7 million). Alan Merrell has been, and Kevin Appleton will be, appointed to the Board of DKRental Spain and Ivan Papell has been appointed General Manager of DK RentalSpain and Zooom Access S.L. Each of the Spanish Vendors has entered into a lock-up agreement in relation tothe New Ordinary Shares to be issued pursuant to the Spanish AcquisitionAgreement for a period of 24 months from the earlier of Completion or the datethe New Ordinary Shares are allotted to the Spanish Vendors (the "Relevant Date"). Up to 25 per cent. of the New Ordinary Shares may be sold in the periodfalling between six and 12 months after the Relevant Date and a further trancheof 25 per cent. of the New Ordinary Shares may be sold in each of the periodsfalling between 12 and 18 months and between 18 months and 24 months after theRelevant Date, in each case together with any unsold New Ordinary Shares fromthe previous tranches. The usual exceptions in relation to disposals of the NewOrdinary Shares apply, being acceptance of general offers to acquire the entireissued share capital or remaining issued share capital of Lavendon, theexecution of an irrevocable undertaking to accept the same and acceptance of anoffer by the Company to purchase its own shares in accordance with the CompaniesAct 1985. Arrangements are in place to ensure that any sale of the New OrdinaryShares during the lock-up period is effected in consultation with the Companywith a view to facilitating an orderly market. 5. Principal terms of the Proposed Acquisition Lavendon has conditionally agreed to acquire DK Rental Belgium and DK RentalFrance for an aggregate consideration of €63.6 million (£44.5 million) to besatisfied as to €41.9 million (£29.3 million) in cash, as to €4.5 million (£3.1million) by the issue of 4 per cent. unsecured loan notes guaranteed by theCompany redeemable on the first anniversary of Completion, as to €4.5 million(£3.1 million) by the issue of 3.5 per cent. unsecured loan notes guaranteed bythe Bank redeemable on the second anniversary of Completion and by the issue of1,294,249 New Ordinary Shares (based on the average closing Lavendon offer pricefor the twenty business days ended 9 November 2007 of 682 pence per share). Completion of the Proposed Acquisition is expected to take place on the fifthBusiness Day immediately following the EGM and the Belgian Acquisition and theFrench Acquisition will be completed simultaneously. Both the BelgianAcquisition and the French Acquisition are conditional, inter alia, upon: (i) the passing of the resolutions to be set out in the notice of EGM; and (ii) the Acquisition Agreements not having been terminated pursuant to theirterms. Application will be made for Admission in respect of the 1,294,249 New OrdinaryShares, to be issued pursuant to the Belgian Acquisition Agreement. It isexpected that Admission will become effective and dealings in the New OrdinaryShares will commence on the London Stock Exchange at 8.00 a.m. on 17 December2007. The New Ordinary Shares will rank pari passu with the existing OrdinaryShares. Lavendon will assume the net indebtedness of DK Rental Belgium which is expectedto be €15.0 million (£10.5 million), after certain non-business properties ownedby DK Rental Belgium are sold immediately prior to Completion for a cashconsideration of €6.4 million (£4.5 million). The cash consideration for DK Rental Belgium will be subject to a downward onlyadjustment (capped at €4.0 million) for each €1 that the aggregate EBITDA(earnings before interest, taxation, depreciation and amortisation) of DK RentalBelgium and DK Rental France SaRL is below €17.5 million for the year ended 31December 2007 and such adjustment (if any) will be paid to Zooom Holdings(Belgium) NV around 31 March 2008. The statutory accounts of DK Rental Belgiumand DK Rental France SaRL will be used to calculate the amount of any suchadjustment. On completion of the Proposed Acquisition, Kevin Appleton and Alan Merrell willbe appointed to the Board of DK Rental Belgium. D.F.M. NV (one of the Belgian Vendors, and a company owned by Dirk Naessens,being the only recipient of New Ordinary Shares under the Belgian AcquisitionAgreement) has entered into a lock-up agreement in relation to the New OrdinaryShares to be issued pursuant to the Belgian Acquisition Agreement for a periodof 24 months from Completion. Up to 25 per cent. of the New Ordinary Shares maybe sold in the period falling between six and 12 months after Completion and afurther tranche of 25 per cent. of the New Ordinary Shares may be sold in eachof the periods falling between 12 and 18 months and between 18 months and 24months after Completion, in each case together with any unsold New OrdinaryShares from the previous tranches. The usual exceptions in relation to disposalsof the New Ordinary Shares apply, being acceptance of general offers to acquirethe entire issued share capital or remaining issued share capital of Lavendon,the execution of an irrevocable undertaking to accept the same and acceptance ofan offer by the Company to purchase its own shares in accordance with theCompanies Acts. Arrangements are in place to ensure that any sale of the NewOrdinary Shares during the lock-up period is effected in consultation with theCompany with a view to facilitating an orderly market. 6. Financial effects of the acquisition of DK Rental Spain and theProposed Acquisition The acquisitions of DK Rental Spain and the Proposed Acquisition are expected tobe earnings enhancing for the Enlarged Group, before exceptional costsassociated with the acquisitions, for the financial year ending 31 December 2008and thereafter. Nothing in this announcement should be interpreted to mean that the earnings ofthe Group for the current year or future years will necessarily match or exceedthe historical or published earnings of the Group. 7. Funding The cash consideration payable for the acquisitions is being provided by anincrease in the Group's existing bank facilities to £150 million, comprising aterm loan of €35 million and a revolving credit facility of £125 million. Inaddition, the Bank is providing a €6.3 million loan note guarantee facility.The term loan is repayable in quarterly instalments between 31 March 2008 and 30June 2009. The revolving credit facility is repayable on 30 June 2009. Amargin of between 110 and 305 basis points over Libor or Euribor (as applicable)is payable on the term and revolving credit facilities dependent upon the extentof the facility utilised and the level of interest cover of the Enlarged Group.There are a number of events of default in relation to the term and revolvingfacility that are customary for an agreement of this nature. 8. Listings, dealings and settlement of the New Ordinary Shares Application will be made for Admission in respect of the 1,902,372 New OrdinaryShares. It is expected that Admission will become effective and dealings in theNew Ordinary Shares will commence on the London Stock Exchange at 8.00 a.m. on17 December 2007. The New Ordinary Shares will rank pari passu with the existingOrdinary Shares. 9. Current trading and prospects On 3 September 2007, Lavendon issued the following update on current trading andprospects as part of the Group's interim results for the six months ended 30June 2007: "Trading conditions across the Group's main markets have been good during thefirst half of the year. At the same time, extended lead times from equipmentsuppliers mean that the ability of the market to add substantial capacity tonational fleets is limited. These factors, together with the ever-increasingawareness and application of work at height legislation across the EuropeanUnion, should ensure market conditions remain favourable for some time. Whilst these structural factors have contributed to a positive marketenvironment, the mild winter and spring weather, experienced across much ofEurope, led to the acceleration of many weather-dependent projects, whichundoubtedly benefited the Group's revenues and earnings in the first quarter ofthis year. Our approach of developing a strong operational base in our chosen markets, withrobust systems, bolting quality acquisitions to that core business, and thendriving revenue and cost synergies is bearing fruit. As part of this process, wehave put considerable focus on improving our management depth and quality as theGroup moves through this period of rapid growth. These efforts are reflected inthe improved financial performance of the Group as it continues to make goodprogress towards producing acceptable economic returns from the markets in whichwe operate. We believe that this approach can continue to deliver benefits forthe Group over the coming years, and consequently believe that there remainsconsiderable scope for further improvement in business performance and enhancedshareholder returns. Trading since the end of the first half of the year has continued to be strongand we expect the Group's performance for the year to be ahead of our previousmarket expectations." Since this announcement trading has remained strong. The Group has continued togrow its revenues year on year, with all main markets contributing to thisprogress. Given the further benefits of the acquisition of DK Rental Spain andthe Proposed Acquisition, the Board is confident of the financial and tradingprospects of the Enlarged Group. Appendix I Definitions The following definitions apply throughout this announcement unless the contextrequires otherwise: "Acquisition Agreements" the Belgian Acquisition Agreement and the French Acquisition Agreement "Admission" the admission of the New Ordinary Shares to the Official List and to trading on the London Stock Exchange market for listed securities "Bank" Bank of Scotland PLC "Belgian Acquisition" the proposed acquisition of the entire issued share capital of DK Rental Belgium "Belgian Acquisition Agreement" the conditional agreement dated 12 November 2007 between (1) the Belgian Vendors and (2) Zooom Holdings (Belgium) NV, and (3) the Company "Belgian Vendors" Dirk Naessens, Katrien Verbauwhede and D.F.M NV "Company" or "Lavendon" Lavendon Group plc "Completion" Completion of the Belgian Acquisition and the French Acquisition "DK Rental" DK Rental "DK Rental Belgium" DK Rental NV "DK Rental Belgian and French Group" DK Rental Belgium and DK Rental France SaRL "DK Rental France" the business and certain assets of DK Rental France SaRL "DK Rental Group" DK Rental Belgium, DK Rental France and DK Rental Spain "DK Rental Spain" DK Rental Spain S.A. "Enlarged Group" the Company and its subsidiaries immediately following completion of the Proposed Acquisition "EGM" the extraordinary general meeting of the Company "French Acquisition" the proposed acquisition of DK Rental France "French Acquisition Agreement" the conditional agreement dated 12 November 2007 between (1) Zooom France S.A.S, (2) the Company, (3) the French Vendor and (4) Dirk Naessens "French Vendor" DK Rental France SaRL "Group" the Company and its subsidiaries as at the date of this announcement "Listing Rules" the listing rules issued by the FSA "London Stock Exchange" London Stock Exchange plc "New Ordinary Shares" the 608,123 New Ordinary Shares to be issued pursuant to the Spanish Acquisition and/or the 1,294,249 New Ordinary Shares to be issued pursuant to the Belgian Acquisition "Ordinary Shares" ordinary shares of £0.01 each in the capital of the Company "Proposed Acquisition" the Belgian Acquisition and the French Acquisition "Resolutions" the resolutions to be set out in the notice of EGM "Shareholders" holders of Ordinary Shares "Spanish Acquisition" the acquisition of the entire issued share capital of DK Rental Spain S.A. "Spanish Acquisition Agreement" the agreement dated 12 November 2007 between (1) the Spanish Vendors, (2) Zooom Access S.L. and (3) the Company "Spanish Vendors" Dirk Naessens, Ivan Papell, Kurt Dobbels and Josep-Maria Piera This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
LVD.L