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Cash Offer for Lavendon Group plc by TVH

DISCLAIMER - IMPORTANT

PLEASE READ THE FOLLOWING DISCLAIMER CAREFULLY. INFORMATION RELATING TO THE OFFER IS BEING MADE AVAILABLE ON THIS PART OF THE WEBSITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY AND IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

This section of the website (the "Website") contains (or will contain) announcements, documents and other information (together, the "Information") in relation to the terms of a cash offer (the "Offer") for the entire issued and to be issued share capital of Lavendon Group plc (the "Company") by Libra Bidco Ltd, a wholly owned subsidiary of TVH (the "Transaction"). The Information is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by TVH in connection with the Transaction.

The Information is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so would violate the law of that jurisdiction (a "Restricted Jurisdiction"), and accordingly, access to this Website and viewing the Information may not be lawful if you are resident or located in a Restricted Jurisdiction.  In certain jurisdictions, including Restricted Jurisdictions, only certain categories of persons may be allowed to enter the Website and view the Information. Persons resident or otherwise located anywhere outside of the United Kingdom who wish to enter the Website and view the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so in any applicable Restricted Jurisdiction.

Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. If you are resident or located in any country that renders the accessing of this area of the Website or parts thereof illegal, whether or not subject to making certain notifications or taking other action, you should not view the Website. It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view the information contained in the Website, or viewing the Information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the Information, please exit this webpage. Similarly, the Information is not being, and must not be, released or otherwise forwarded, distributed or sent in or into a Restricted Jurisdiction and persons receiving the Information (including custodians, nominees and trustees) must not distribute or send it in, into or from a Restricted Jurisdiction.  By clicking “CONTINUE” below, you confirm certain matters, including that you are permitted to access and proceed into the Website and that you are not (nor do you act on behalf of someone who is) resident in, or a national or citizen of, any Restricted Jurisdiction. 

Any person accessing the Information represents and warrants to TVH that they are doing so legally and for information purposes only. Making the Information available in electronic format on this part of the Website is not intended to, and does not, constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Transaction or otherwise, nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law.

If you are in doubt about the contents of this area of the Website or the action you should take, you should seek advice from an independent financial adviser authorised and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser as to the suitability of any action. If you are a Company shareholder (or option holder) you should take no action based on the information available on this part of the Website. Any action required by Company shareholders (or option holders) in connection with the Transaction will only be set out in documents sent to or made available to Company shareholders (or option holders) and any decision made by such shareholders (or option holders) should be made solely and only on the basis of information provided in those documents.

The only responsibility accepted by TVH is with respect to the correctness and fairness of the reproduction or presentation of the Information, unless a responsibility statement in any relevant document expressly provides otherwise. Please read this disclaimer carefully as it applies to all persons who view the Website to access the Information and, depending on who you are and where you are resident, it may affect your rights. This disclaimer and the Information may be altered and updated from time to time, and should be read carefully each time you visit this Website. The Information speaks only at the date of the relevant Information. Save as may be required by law, TVH does not undertake any obligation to publicly update or revise any of the Information and reserves the right to add to, remove or amend any Information reproduced on the Website from time to time.

Additional information for US investors

The Offer relates to the shares of a company incorporated in England and Wales and is being made in accordance with the City Code on Takeovers and Mergers and under English company law. Accordingly, the Offer is subject to the disclosure requirements and practices applicable in the UK to takeover offers which differ from the disclosure requirements, style and format of US tender offer and proxy solicitation rules. If TVH determines to extend the offer into the US, the Transaction will be made in compliance with applicable US laws and regulations. Financial information on the Website has been or will have been prepared in accordance with non-US accounting standards that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

Neither the US Securities and Exchange Commission nor any securities commission of any state of the United States has approved the Transaction, passed upon the fairness of the Transaction or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offence in the United States.

If the Offer is required to be made in the US, it will be done in  compliance with the applicable tender offer rules under the US Exchange Act.  In accordance with normal UK practice, TVH, Libra Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Company shares outside of the US, other than pursuant to the Offer, at any time prior to completion of the Offer. If such purchases or arrangements to purchase were to be made, they would be made outside the US and would comply with applicable law, including the US Exchange Act. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK.

THE INFORMATION IN THE WEBSITE HAS BEEN PREPARED FOR THE PURPOSES OF COMPLYING WITH THE CITY CODE ON TAKEOVERS AND MERGERS AND ALL OTHER APPLICABLE RULES AND REGULATIONS. THE INFORMATION DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THE INFORMATION HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS AND REGULATIONS OF ANY JURISDICTION OUTSIDE OF THE UNITED KINGDOM.

Confirmation of understanding and acceptance of this disclaimer

By clicking "CONTINUE" below, you confirm to, and agree with TVH that:

- you are permitted to access and proceed into the Website and that you are not (nor do you act on behalf of someone who is) resident in, or a national or citizen of, any jurisdiction that renders the accessing of the Website, unlawful;

- you will not forward, transfer or distribute (by any means, including by electronic transmission) any Information either in whole or in part to any person in any Restricted Jurisdiction where such distribution may be restricted by applicable law or regulation;

- you intend to access the Website for information purposes only, that you have read and understood this disclaimer and that you understand it may affect your rights or responsibilities; and

- to be bound by the terms of this disclaimer.

If you are not able to make all of these confirmations, you must not continue into the Website.

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