15 December 2009
Further to its announcement of 14 December, VT Group plc ("VT") would like to confirm its position.
VT has made two approaches to Mouchel Group plc ("Mouchel") over a four week period. the second proposal (the 'Proposal"), which was made on 2 December, was to exchange each Mouchel share for 0.475 new VT shares with a 50% cash alternative on a mix and match basis funded from VT's own resources. This proposal:
Equated to an offer of 260 pence per Mouchel share based on the share price of VT at the time the Proposal was made;
Represented a premium of 55% to the Mouchel share price at that time;
Represented a premium of 60% to the undistributed share price at the close of business on Thursday 10 December, the day before the Mouchel share price increased materially; and
Represented a premium of 35% at the close of business on Friday 11 December, despite the 19% increase in Mouchel's share price that day.
Based on the closing share price of VT of 541.5 pence on Friday 11 December, the last trading day prior to the commencement of the offer period, the Proposal values each Mouchel share at 257 pence. Based on the closing share price of VT of 526 pence on Monday 14 December the Proposal values each Mouchel share at 250 pence.
The board of VT believes that a combination of VT and Mouchel represents a strategically compelling proposition. The enlarged group would continue to have a strong focus on the public sector and its increased scale and enhanced capabilities would provide greater access to larger contract opportunities. The increased customer base and wider range of services would firmly establish the enlarged group as a leading provider of services to both central and local government agencies and to regulated industries.
VT has again requested a meeting with Mouchel to understand the basis of its rejection with a view to entering into a constructive dialogue and working towards a recommended offer that would deliver value to both sets of shareholders.
There can be no certainty that and offer will be made.
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