Monday, February 15, 2010

VT Group plc - Rejection of Babcock's proposal

VT Group plc - Rejection of Babcock's proposal
February 15, 2010

VT Group plc (“VT” or the “Company”) notes the announcement by Babcock International Group plc (“Babcock”) and confirms that it received a preliminary approach from Babcock on 3 February regarding a possible offer for the Company.
The Board carefully considered, together with its advisers, Rothschild and Merrill Lynch International, the preliminary approach, which relies on the return of the net cash proceeds from the exit of BVT, of which VT shareholders already have the benefit, and concluded that it was strategically unsound and at a level which substantially undervalued the Company and its prospects. The Board was unanimous in rejecting this approach.

This proposal follows on from two similar approaches made by Babcock last summer, which the Board of VT also considered carefully and rejected at that time.

Babcock’s proposal would have resulted in VT shareholders holding shares in the enlarged group. VT has pursued over the last five years a successful growth strategy of developing a broader based support services business, with reduced exposure to MoD. With the acquisition of DML in 2007, Babcock has by contrast increased its exposure to the MoD marine sector. A combination with Babcock would therefore represent a retrograde step in VT’s strategy and would increase VT shareholders' exposure to MoD cut backs.
The Board of VT believes that Babcock faces serious strategic challenges and that VT has a clear and established growth strategy focused on support services that would be further enhanced by the addition of Mouchel.
This announcement has not been made with the consent of Babcock and there can be no certainty that an offer will be forthcoming or as to the terms of any offer.

The Directors of VT accept responsibility for the information contained in this announcement. To the best of knowledge and belief of the Directors of VT, who have taken all reasonable care to ensure such is the case, the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information
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 VT or Babcock, 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 VT or Babcock, 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 VT or Babcock by Babcock or VT, 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
“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.
N.M. Rothschild & Sons Limited (“Rothschild”) and Merrill Lynch International (“MLI”), which are authorised and regulated by the Financial Services Authority in the United Kingdom, are acting for VT and for no one else in connection with the subject matter of this announcement and will not be responsible to any person other than VT for providing the protections afforded to clients of Rothschild and MLI, nor for providing advice in relation to the subject matter of this announcement or any matter referred to herein. Neither Rothschild nor MLI nor any of their subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild or MLI in connection with this announcement, any statement contained herein or otherwise.

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