Toscafund Asset Management LLP Revised Offer for Avanta Serviced Office Group plc (6224Y)

TIDMASOG

RNS Number : 6224Y

Toscafund Asset Management LLP

02 December 2014

--NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

2 DECEMBER 2014

OFFER UPDATE

INCREASED AND RECOMMENDED CASH OFFER

for

AVANTA SERVICED OFFICE GROUP PLC

TOSCA VEHICLE LIMITED

Further to the announcement by Tosca Vehicle Limited ("TVL") on 21 November 2014, confirming its intention to make a cash offer for the entire issued and to be issued share capital of Avanta Serviced Office Group plc ("Avanta" or the "Company") not already owned, or agreed to be acquired, by TVL (the "Original Offer"), TVL and the board of directors of Avanta (the "Board of Avanta") are today pleased to announce that they have reached agreement in relation to an increased cash offer by TVL for the share capital of Avanta which will be recommended by the Board of Avanta, to be implemented by means of a takeover offer within the meaning of Part 28 of the Companies Act 2006 (the "Offer").

Summary

-- Under the terms of the Offer as increased, holders of Avanta Shares who accept the Offer will be entitled to receive:

112 pence in cash for each Avanta Share

-- The Offer Price values the current issued share capital of Avanta at approximately GBP36.6 million and the fully diluted share capital of Avanta at approximately GBP44.4 million.

-- The Offer represents a premium of approximately 7.7 per cent. to the Closing Price per Avanta Share of 104 pence on 20 November 2014 (being the last Business Day prior to commencement of the Offer Period).

-- The Offer represents a premium of approximately 7.7 per cent. to the average Closing Price per Avanta Share of 104 pence for the month ended on 20 November 2014 (being the last Business Day prior to the commencement of the Offer Period).

-- The Offer represents a premium of approximately 14.9 per cent. to the price per Avanta Share of 97.5 pence, being the price per share (adjusted for the 30:1 share consolidation approved at a general meeting of Avanta Shareholders on 26 July 2013), at which Avanta raised GBP12.5 million through the issue of equity shares, which transaction was announced on 10 July 2013.

-- Tosca Opportunity and Tosca Mid Cap, funds managed or advised by Toscafund Asset Management LLP and acting in concert with TVL, are together interested in 9,421,221 Avanta Shares, representing approximately 28.8 per cent. of the existing issued share capital of Avanta.

-- The Board of Avanta recommend Avanta Shareholders to accept the Offer, as they have irrevocably undertaken to do in respect of the Avanta Shares in which they are interested, representing, in aggregate, 5,953,531 Avanta Shares, representing approximately 18.2 per cent. of the existing issued share capital of Avanta.

-- TVL has received a letter of intent to accept the Offer from Schroder Investment Management Limited in respect of 4,942,364 Avanta Shares, representing approximately 15.1 per cent. of the existing issued share capital of Avanta.

-- The Offer, therefore, has the support of Avanta Shareholders interested, in aggregate, 20,317,116 Avanta Shares, representing approximately 62.1 per cent. of the existing issued share capital of Avanta (including the Avanta Shares in which Tosca Opportunity and Tosca Mid Cap are already interested).

This summary should be read in conjunction with the following full announcement and the Appendices.

Appendix I sets out the Conditions and certain further terms of the Offer. These Conditions and certain further terms are the same as those in respect of the Original Offer. Appendix II sets out the bases of calculation and sources of information contained in this announcement. Certain terms used in this announcement are defined in Appendix IV.

The Offer will be subject to the Conditions and further terms set out in this announcement and to the full terms and conditions that will be set out in the Offer Document and, in respect of Avanta Shares held in certificated form, the Form of Acceptance.

It is intended that the Offer Document and Form of Acceptance containing further details of the Offer will be despatched to Avanta Shareholders (other than to persons in a Restricted Jurisdiction) as soon as practicable and, in any event, not later than 19 December 2014 (unless agreed otherwise with the Panel).

Enquiries:

 
Toscafund Asset Management LLP             Tel: +44(0) 207 845 
 Nigel Gliksten                             6100 
Whitman Howard Limited (financial adviser  Tel: +44(0) 207 087 
 to TVL)                                    4550 
 Ranald McGregor-Smith 
 Nick Lovering 
Avanta Serviced Office Group plc           Tel: +44 (0) 207 
 Daniel Taylor, Chairman                    3008 6000 
 Alan Pepper, Chief Executive Officer 
Shore Capital and Corporate Limited        Tel: +44 (0) 207 
 (Rule 3 financial adviser to Avanta)       408 4090 
 Stephane Auton 
 Patrick Castle 
Weber Shandwick                            Tel: +44 (0) 207 
 Nick Oborne                                367 5100

Whitman Howard Limited is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Whitman Howard Limited is acting as financial adviser exclusively for Toscafund and TVL and no-one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Toscafund and TVL for providing the protections afforded to clients of Whitman Howard Limited, nor for providing advice in relation to any matter referred to herein.

Shore Capital and Corporate Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Avanta and for no-one else in connection with the Offer and will not be responsible to anyone other than Avanta for providing the protections afforded to clients of Shore Capital and Corporate Limited nor for providing advice in relation to the Offer or any other matter or arrangement referred to in this announcement.

IMPORTANT NOTES

This announcement is for information purposes only. It is not intended to and does not constitute, or form part of, an offer or invitation or the solicitation of any offer to sell or purchase any securities or the solicitation of any offer to otherwise acquire, subscribe for, sell or otherwise dispose of any security pursuant to the Offer or otherwise. The Offer will be made solely by means of the Offer Document and, in respect of Avanta Shares held in certificated form, the Form of Acceptance, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in those documents.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas jurisdictions

The release, publication or distribution of this announcement in, and the availability of the Offer to persons who are residents, citizens or nationals of, jurisdictions other than the United Kingdom may be restricted by laws and/or regulations of those jurisdictions. Therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.

In particular, copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Unless otherwise permitted by applicable law and regulation, the Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The receipt of cash pursuant to the Offer by Avanta Shareholders may be a taxable transaction under applicable national, state and local, as well as foreign and other tax laws. Each Avanta Shareholder is urged to consult their independent professional adviser regarding the tax consequences of accepting the Offer.

This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England and Wales.

Notice to US investors

The Offer will be made for securities in a UK company and Avanta Shareholders in the United States should be aware that this announcement, the Offer Document and any other documents relating to the Offer have been, or will be, prepared in accordance with the City Code and UK disclosure requirements, format and style, all of which differ from those in the United States. All financial information that may be included in the Offer Document or any other documents relating to the Offer, have been, or will be, prepared in accordance with International Financial Reporting Standards adopted by the European Union and therefore may not be comparable to financial statements of US companies or companies whose financial statements are prepared in accordance with US GAAP.

The Offer, if required to be made, will be made in the United States pursuant to applicable exemptions under the US tender offer rules and securities laws and otherwise in accordance with the requirements of the City Code, the Panel and the London Stock Exchange. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law. In the United States, the Offer will be made solely by TVL and not by its financial adviser.

Both Avanta and TVL are companies incorporated under the laws of England and Wales. All of the assets of Avanta and TVL are located outside of the United States. As a result, it may not be possible for Avanta Shareholders in the United States to effect service of process within the United States upon Avanta or TVL or their respective officers or directors or to enforce against any of them judgments of the United States predicated upon the civil liability provisions of the federal securities laws of the United States. It may not be possible to sue Avanta or TVL or their respective officers or directors in a non-US court for violations of the US securities laws. There is also a substantial doubt as to enforceability in the United Kingdom in original actions, or in actions for the enforcement of judgments of US courts, based on civil liability provisions of US federal securities laws.

Cautionary note regarding forward-looking statements

This announcement, including the information included in this announcement, contains certain forward-looking statements. These statements are based on the current expectations of TVL, Toscafund and/or Avanta (as the case may be) and are naturally subject to uncertainty and changes in circumstances. These forward-looking statements may include statements about the expected effects on TVL, Toscafund and/or Avanta of the Offer, the expected timing and scope of the Offer, strategic options and all other statements in this document other than historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "budget", "schedule", "forecast", "project", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", "subject to", or other words of similar meaning. By their nature, forward-looking statements involve known and unknown risks and uncertainties, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this document could cause actual results, outcomes and developments to differ materially from those expressed in or implied by such forward-looking statements and such statements are therefore qualified in their entirety by the risks and uncertainties surrounding these future expectations. Many of these risks and uncertainties relate to factors that are beyond the entities' ability to control or estimate precisely, such as, but not limited to, general business and market conditions both globally and locally, political, economic and regulatory forces, industry trends and competition, future exchange and interest rates, changes in government and regulation including in relation to health and safety, the environment, labour relations and tax rates and future business combinations or dispositions. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, none of TVL, Toscafund and/or Avanta can give any assurance, representation or guarantee that such expectations will prove to have been correct and such forward-looking statements should be construed in light of such factors and you are therefore cautioned not to place reliance on these forward-looking statements which speak only as at the date of this document. None of TVL, Toscafund and/or Avanta assumes any obligation to update or correct the information contained in this document (whether as a result of new information, future events or otherwise), except as required by applicable law or regulation.

Dealing and Opening Position Disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Purchases outside the Offer

TVL or its nominees or brokers (acting as agents) may purchase Avanta Shares otherwise than under the Offer, such as in the open market or through privately negotiated purchases. Such purchases shall comply with the City Code, the AIM Rules and the rules of the London Stock Exchange.

Publication on websites

A copy of this announcement and other documents in connection with the Offer will, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, be available free of charge for inspection on Toscafund's website at www.toscafund.com and on Avanta's website at www.avanta.co.uk. The contents of those websites are not incorporated into, and do not form part of, this announcement.

Information relating to Avanta Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Avanta Shareholders, persons with information rights and other relevant persons for the receipt of communications from Avanta may be provided to TVL during the Offer Period as requested under Section 4 of Appendix 4 of the City Code to comply with Rule 2.12(c).

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

2 DECEMBER 2014

OFFER UPDATE

INCREASED AND RECOMMENDED CASH OFFER

for

AVANTA SERVICED OFFICE GROUP PLC

TOSCA VEHICLE LIMITED

   1.            Introduction

TVL is a newly incorporated company formed by Toscafund Asset Management LLP ("Toscafund") for the purpose of making and implementing the Offer. Further information in relation to Toscafund, Tosca Opportunity, Tosca Mid Cap and TVL is set out in paragraph 9 of this announcement.

   2.            The Offer

Under the terms of the Offer as increased, which will be subject to the Conditions and further terms set out in Appendix I to this announcement and to the full terms and conditions to be set out in the Offer Document and, in respect of Avanta Shares held in certificated form, the Form of Acceptance, Avanta Shareholders shall be entitled to receive:

112 pence in cash for each Avanta Share

The Offer Price values Avanta's issued share capital at approximately GBP36.6 million and values the fully diluted share capital of Avanta at approximately GBP44.4 million. The Offer Price represents a premium of approximately:

-- 7.7 per cent. to the Closing Price per Avanta Share of 104 pence on 20 November 2014 (being the last Business Day prior to commencement of the Offer Period);

-- 7.7 per cent. to the average Closing Price per Avanta Share of 104 pence for the month ended on 20 November 2014 (being the last Business Day prior to the commencement of the Offer Period); and

-- 14.9 per cent. to the price per Avanta Share of 97.5 pence, being the price per share (adjusted for the 30:1 share consolidation approved at a general meeting of Avanta Shareholders on 26 July 2013), at which Avanta raised GBP12.5 million through the issue of equity shares, which transaction was announced on 10 July 2013.

The Avanta Shares will be acquired pursuant to the Offer fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any other rights and interests of any nature whatsoever and together with all rights now and hereafter attaching thereto, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after 21 November 2014.

   3.            Interests in Avanta Shares

Tosca Opportunity and Tosca Mid Cap, funds managed or advised by Toscafund and acting in concert with TVL, are together interested in 9,421,221 Avanta Shares, representing approximately 28.8 per cent. of the existing issued share capital of the Company.

Tosca Opportunity and Tosca Mid Cap will exchange 100 per cent. of their existing Avanta Shares for shares in TVL immediately upon the Offer becoming, or being declared, unconditional in all respects. Accordingly, TVL has agreed to acquire Avanta Shares representing, in aggregate, approximately 28.8 per cent. of the issued share capital of the Company.

The Board of Avanta have given irrevocable undertakings to accept the Offer in respect of the Avanta Shares in which they are interested, representing, in aggregate, 5,953,531 Avanta Shares, being 18.2 per cent. of the existing issued share capital of Avanta.

TVL has also received a letter of intent to accept the Offer in respect of, in aggregate, 4,942,364 Avanta Shares, representing approximately 15.1 per cent. of the existing issued share capital of Avanta, as further described below.

   4.            Information about the Company and current trading

Avanta is engaged in the provision of short to medium term serviced office workspace and related services including virtual offices, meeting and conference room facilities and IT and telephony services. In its audited financial statements for the year to 31 December 2013, Avanta reported a loss from continuing operations before income tax of GBP2.8 million on revenue of GBP30.5 million.

On 27 November 2014, the Board of Avanta announced that, in light of the Original Offer from TVL, it had brought forward its year end trading update. Further details in relation to the Company's current trading position, including details from the trading update referred to above, will be contained in the Offer Document to be published shortly.

   5.            Background to the Offer

Toscafund has been an investor in Avanta since November 2012 and has been supportive of the management team in that time. Toscafund believes that it has obtained a good understanding of Avanta's business and developed a productive relationship with its management team. The making of the Offer is a function of Toscafund's continued support for the Company and a desire to increase its shareholding in the Company. Toscafund remains supportive of the management of Avanta.

After reviewing a number of mechanisms through which it might increase its shareholding in Avanta, Toscafund believes that the making of this increased cash offer to all shareholders is the most equitable route available to it, since it offers all shareholders the opportunity to realise value from their shares at a premium to the current share price.

Avanta Listing on AIM

Toscafund is comfortable that the Avanta Shares remain quoted on AIM once the Offer has become, or has been declared, unconditional in all respects, but will continue to review the suitability of the listing to the Company, dependent on shareholders' responses to the Offer. In the event that acceptances of the Offer by Avanta Shareholders increases TVL's holding of Avanta Shares to 75 per cent. or more of Avanta's issued share capital, Toscafund does not believe that maintenance of the Company's quotation on AIM would be appropriate and it will take steps to de-list the Company's shares. In this regard, your attention is drawn to paragraph 14 below.

Discussions with management of Avanta

Toscafund initially wrote to the chairman of Avanta on 6 November 2014, informing him of Toscafund's intentions with regard to the Company and inviting the Board of Avanta to recommend the Original Offer. The Board originally informed Toscafund, shortly before the Original Offer was announced, that it was unable to recommend the Original Offer and Toscafund accepted this position. Following the announcement of the Original Offer, however, the Board of Avanta and TVL have enjoyed a productive and efficient dialogue, with the result that the Board of Avanta is now able to recommend the Offer as increased.

The background to and reasons for the recommendation by the Board of Avanta will be set out in detail in the Offer Document.

In the event that the Offer is not declared unconditional in all respects, then Toscafund currently intends to maintain its shareholding in Avanta for the immediate future but will review its position on an ongoing basis.

   6.            Irrevocable Undertakings and Letter of Intent

TVL has received irrevocable undertakings from all the directors of Avanta who are interested in Avanta Shares to accept, or procure acceptances of, the Offer in respect of (i) their own beneficial shareholdings (or those of their connected parties) amounting, in aggregate, to 5,953,531 Avanta Shares, representing approximately 18.2 per cent. of Avanta's existing issued share capital and (ii) where relevant, any Avanta Shares they may acquire pursuant to the exercise of options, warrants and awards held by them under the Avanta Share Schemes.

TVL has received a letter of intent to accept the Offer from Schroder Investment Management Limited in respect of 4,942,364 Avanta Shares, representing approximately 15.1 per cent. of Avanta's existing issued share capital. This replaces the letter of intent to accept the Original Offer received from Schroder Investment Management Limited.

The Offer, therefore, has the support of Avanta Shareholders interested, in aggregate, 20,317,116 Avanta Shares, representing approximately 62.1 per cent. of the existing issued share capital of Avanta (including the Avanta Shares in which Tosca Opportunity and Tosca Mid Cap are already interested).

Further details of the irrevocable undertakings received, including the circumstances in which they will cease to be binding, are set out in Appendix III to this Announcement.

   7.            Management, employees and locations

TVL attaches great importance to the skills, knowledge and expertise of Avanta's existing management and employees and does not anticipate making substantive changes to the management team or operational strategy of Avanta for the foreseeable future. TVL confirms that it intends to safeguard fully the existing employment and pension rights of all Avanta management and employees in accordance with applicable law and to comply with Avanta's pension obligations for existing employees. TVL confirms that its current plans for Avanta do not include: (i) any changes to Avanta management or employees; (ii) any changes to the principal locations of Avanta's business; or (iii) any redeployment of Avanta's fixed assets.

The Board of Avanta welcomes the statements made by TVL in relation to its plans for Avanta's business and the continued employment of its employees.

   8.            Recommendation and reasons for the recommendation

The Avanta Directors, who have been so advised by Shore Capital and Corporate Limited, consider the terms of the Offer to be fair and reasonable. In providing advice to the Avanta Directors, Shore Capital and Corporate Limited has taken into account the commercial assessments of the Avanta Directors. Shore Capital and Corporate Limited is providing independent financial advice to the Avanta Directors for the purposes of Rule 3 of the Code.

Accordingly, the Avanta Directors intend unanimously to recommend that Avanta Shareholders accept the Offer in respect of the Avanta Shares held by them, as the Avanta Directors have irrevocably undertaken to do (or procure to be done) in respect of their own beneficial holdings (or those of their connected parties) of 5,953,531 Avanta Shares, representing, in aggregate, approximately 18.2per cent. of Avanta's existing issued share capital.

Further details of these irrevocable undertakings are set out in Appendix III to this announcement.

The reasons for the Avanta Directors' recommendation of the Offer will be set out in the Offer Document, to be published as soon as possible but, in any event, no later than 19 December 2014 (unless agreed otherwise with the Panel).

   9.            Information relating to Toscafund, Tosca Opportunity, Tosca Mid Cap and TVL

Toscafund

Toscafund is part of the Old Oak Group, a financial services group with an office in London, which is engaged in asset management and private equity. It was founded in 2000 by Martin Hughes, the Chief Executive. The holding company for the Old Oak Group is Old Oak Holdings Limited, a company established and owned by Martin Hughes. As at 31 October 2014, the Old Oak Group had combined assets under management of around US$3 billion.

Toscafund's primary activity is to act as an investment manager/adviser to a number of investment funds and accounts that follow primarily equity investment strategies. It was incorporated in England and Wales on 13 June 2006 and has been authorised by the FCA to conduct investment business since 31 October 2006. It is also registered as an investment adviser with the US Securities and Exchange Commission. Its principal place of business is at 7th Floor, 90 Long Acre, London WC2E 9RA.

Tosca Opportunity

Tosca Opportunity is an exempted company incorporated with limited liability under the laws of the Cayman Islands on 13 December 2004 pursuant to the Companies Law of the Cayman Islands under registration number 143032. Toscafund acts as investment manager to Tosca Opportunity and the investment objective of Tosca Opportunity is to achieve superior total returns through capital appreciation. Toscafund seeks to achieve these returns by following a strategy of investing in the equity and other securities of small and medium sized UK and European companies.

The unaudited net asset value of Tosca Opportunity was approximately US$492.7 million as at 31 October 2014, being the latest practicable date prior to the date of this announcement.

Tosca Mid Cap

Tosca Mid Cap is an exempted company incorporated with limited liability under the laws of the Cayman Islands on 7 November 2007 pursuant to the Companies Law of the Cayman Islands under registration number MC-198692. Toscafund acts as investment manager to Tosca Mid Cap and the investment objective of Tosca Mid Cap is to achieve superior total returns through capital appreciation. Toscafund seeks to achieve these returns by following a strategy of investing in the equity and other securities of small and medium sized UK and European companies.

The unaudited net asset value of Tosca Mid Cap was approximately GBP139.4 million as at 31 October 2014, being the latest practicable date prior to the date of this announcement.

TVL

TVL is a newly incorporated company formed at the direction of Toscafund for the purpose of implementing the Offer and providing management and strategic services to its subsidiaries.

TVL is currently owned as to 67 per cent. by Tosca Opportunity and as to 33 per cent. by Tosca Mid Cap. Following the Offer becoming, or being declared, unconditional in all respects and completion of the Share Exchange Agreement, it is anticipated that TVL will be wholly owned by funds managed or advised by Toscafund.

TVL is a private limited company incorporated in England and Wales on 20 November 2014 under the Companies Act with registered number 09320936. It has its registered office at 7th Floor, 90 Long Acre, London WC2E 9RA.

The directors of TVL are Martin Hughes, Martin McKay and Timothy Bee.

The principal activity of TVL, in the event of completion of the Offer, will be to act as a holding company for Avanta and to provide certain management and strategic services to the Avanta Group. TVL's principal investment is the proposed acquisition of Avanta Shares pursuant to the Offer or otherwise.

Save for activities in connection with the making, implementation and financing of the Offer, TVL has not carried on any business prior to the date of this announcement, nor has it entered into any obligations. TVL has not paid any dividends or prepared any historical financial accounts.

   10.          Financing arrangements of TVL

TVL will fund the aggregate consideration payable under the Offer from share subscriptions by funds managed or advised by Toscafund. Whitman Howard Limited, as financial adviser to TVL, has confirmed that it is satisfied that sufficient resources are available to TVL to satisfy full acceptance of the Offer.

On 21 November 2014, TVL and Toscafund entered into an equity subscription agreement in respect of TVL, which governs the terms upon which Toscafund shall procure that funds managed or advised by Toscafund shall subscribe for ordinary shares to be issued by TVL for a cash subscription of up to GBP35 million (the "Subscription Agreement"). The purpose of the cash subscription under the Subscription Agreement is to finance the consideration payable under the Offer and to pay certain fees, costs and other expenses in connection with the Offer.

11. Avanta Shares to which the Offer relates and Avanta Shares Schemes, Warrants and Deferred Consideration Shares

On 21 November 2014, TVL and Toscafund entered into a share exchange agreement, which governs (amongst other things) the terms upon which Toscafund shall procure the sale of, and TVL will purchase, certain Avanta Shares in exchange for shares in TVL (the "Share Exchange Agreement"). The Avanta Shares which are the subject of the Share Exchange Agreement are those held by Tosca Opportunity and Tosca Mid Cap. The sale of Avanta Shares to TVL is conditional upon the Offer becoming, or being declared, unconditional in all respects. Accordingly, TVL has already agreed, under the Share Exchange Agreement, to acquire approximately 28.8 per cent. of Avanta's issued share capital held, or to be held, by funds managed or advised by Toscafund.

The Offer extends to the remaining Avanta Shares not already owned, or agreed to be acquired by, TVL, which represent approximately 71.2 per cent. of Avanta's existing issued share capital.

In addition, the Offer extends to any Avanta Shares which are unconditionally allotted or issued and fully paid (or credited as fully paid) on or before the date on which the Offer closes as to acceptances (or such earlier date as TVL may, subject to the Code, decide) including any such Avanta Shares allotted or issued pursuant to the exercise of existing options or awards granted under the Avanta Share Schemes, pursuant to the exercise of any Warrants or pursuant to the allotment and issue of any Deferred Consideration Shares.

In due course TVL will make such appropriate proposals as it is required to make pursuant to Rule 15 of the Code in relation to outstanding options or awards granted under the Avanta Share Schemes, the Warrants and the Deferred Consideration Shares.

   12.          Opening Position Disclosures

TVL confirms that it made a public Opening Position Disclosure setting out details required to be disclosed by it under Rule 8.1(a) of the Code on 21 November 2014.

Avanta confirms that it made a public Opening Position Disclosure setting out details required to be disclosed by it under Rule 8.2(a) of the Code on 27 November 2014.

   13.          Further terms and conditions of the Offer

The Offer is to be effected by means of a takeover offer within the meaning of Part 28 of the Companies Act.

The Offer will be subject to the Conditions and further terms set out in Appendix I to this announcement (these Conditions and certain further terms are the same as those in respect of the Original Offer) and to the full terms and conditions to be set out in the Offer Document and, in respect of Avanta Shares held in certificated form, the Form of Acceptance.

Appendix II contains bases of calculation and sources of information contained in this announcement. Appendix IV contains the definitions of certain terms used in this announcement.

The Offer will be governed by English law. The Offer will be subject to the applicable requirements of the City Code, the Panel and AIM Rules.

   14.          Cancellation of trading on AIM, Re-registration and Compulsory Acquisition

If the Offer becomes, or is declared, unconditional in all respects and TVL receives valid acceptances in respect of Avanta Shares which, together with the Avanta Shares acquired, or agreed to be acquired, before or during the Offer by TVL and/or Toscafund, represent not less than 75 per cent. of the voting rights attaching to the Avanta Shares, TVL intends to procure that the Company will make an application for the cancellation of the admission to trading on AIM of the Avanta Shares.

It is expected that cancellation will take effect no earlier than 20 Business Days after the date on which TVL (together with those acting in concert with it) have, by virtue of their shareholdings and acceptances of the Offer, acquired, or agreed to acquire, 75 per cent. of the voting rights attaching to the Avanta Shares. TVL will procure that Avanta makes a regulatory announcement when the necessary 75 per cent. threshold has been reached and confirms that the notice period has commenced and the anticipated date of cancellation.

Cancellation of admission to trading is likely to reduce significantly the liquidity and marketability of any Avanta Shares in respect of which the Offer has not at such time been accepted.

If the Offer becomes, or is declared, unconditional in all respects and TVL receives acceptances of the Offer in respect of, and/or otherwise acquires (together with those acting in concert with it), 90 per cent. or more of the Avanta Shares to which the Offer relates and 90 per cent. or more of the voting rights attaching to such shares, TVL intends to exercise its rights pursuant to sections 974 to 991 of the Companies Act to acquire compulsorily, on the same terms as the Offer, the remaining Avanta Shares in respect of which the Offer has not at such time been accepted.

It is also intended that, if the Offer becomes, or is declared, unconditional in all respects, and TVL receives valid acceptances in respect of Avanta Shares which, together with the Avanta Shares acquired, or agreed to be acquired, before or during the Offer by TVL and/or Toscafund, represent not less than 75 per cent. of the voting rights attaching to the Avanta Shares, TVL will seek to re-register Avanta as a private limited company.

   15.          Overseas Shareholders

The availability of the Offer to Avanta Shareholders who are not resident in the UK may be affected by the laws and/or regulations of their relevant jurisdiction. Therefore, any persons who are subject to the laws and/or regulations of any jurisdiction other than the UK should inform themselves about and observe any applicable legal or regulatory requirements in their jurisdiction. If you are in any doubt, you should consult your professional adviser in the relevant jurisdiction without delay.

   16.          Documents on display

Copies of the following documents will to the extent not already published there, by no later than 12 noon on the Business Day following the date of this announcement, be published on Toscafund's website at www.toscafund.com and on Avanta's website at www.avanta.co.uk until the end of the Offer Period:

   16.1.       the letter of intent and irrevocable undertakings referred to in paragraph 6 above; 
   16.2.       the Share Exchange Agreement; 
   16.3.       the Subscription Agreement; and 
   16.4.       this announcement. 
   17.          Expected timetable

   18.          General

Your attention is drawn to the further information contained in the Appendices, which form part of, and should be read in conjunction with, this announcement.

Please be aware that addresses, electronic addresses and certain other information provided by Avanta Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from Avanta may be provided to TVL during the course of the Offer Period as required under Section 4 of Appendix 4 of the Code.

Enquiries:

 
Toscafund Asset Management LLP             Tel: +44(0) 207 845 
 Nigel Gliksten                             6100 
Whitman Howard Limited (financial adviser  Tel: +44(0) 207 087 
 to TVL)                                    4550 
 Ranald McGregor-Smith 
 Nick Lovering 
Avanta Serviced Office Group plc           Tel: +44 (0) 207 
 Daniel Taylor, Chairman                    3008 6000 
 Alan Pepper, Chief Executive Officer 
Shore Capital and Corporate Limited        Tel: +44 (0) 207 
 (Rule 3 financial adviser to Avanta)       408 4090 
 Stephane Auton 
 Patrick Castle 
Weber Shandwick                            Tel: +44 (0) 207 
 Nick Oborne                                367 5100

IMPORTANT NOTES

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas jurisdictions

Notice to US investors

Cautionary note regarding forward-looking statements

Dealing and Opening Position Disclosure requirements

Purchases outside the Offer

Publication on websites

Information relating to Avanta Shareholders

APPENDIX I

THE CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER

PART A - THE CONDITIONS

   1.         Acceptance Condition

The Offer will be conditional upon valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. (London time) on the First Closing Date of the Offer (or such later time(s) and/or date(s) as TVL may, subject to the rules of the Code or with the consent of the Panel decide) in respect of such number of Avanta Shares which, together with the Avanta Shares acquired, or agreed to be acquired, by TVL before or during the Offer Period (whether pursuant to the Offer or otherwise) will result in TVL holding Avanta Shares carrying, in aggregate, over 50 per cent. of the voting rights then normally exercisable at general meetings of Avanta.

For the purposes of this Condition: (i) Avanta Shares which have been unconditionally allotted but not issued before the Offer becomes, or is declared, unconditional, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights they will carry on issue; and (ii) valid acceptances shall be treated as having been received in respect of any Avanta Shares that TVL shall have acquired, or unconditionally contracted to acquire, pursuant to section 979(8) and, if applicable, section 979(9) of the Companies Act.

2. The Offer will be subject to the following conditions (as amended, if appropriate, with the consent of Avanta and/or the Panel, as required):

In addition, subject as stated in Part B of this Appendix I and to the requirements of the Panel, the Offer will be conditional upon the Acceptance Condition and the following Conditions being satisfied or, where relevant, waived:

Notifications, waiting periods and authorisations

2.1. all material notifications, filings or applications which are necessary or reasonably considered appropriate in connection with the Offer having been made and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in each case in respect of the Offer and all material authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions and approvals ("Authorisations") deemed necessary or reasonably appropriate by TVL in any jurisdiction for, or in respect of, the Offer and, except pursuant to Chapter 3 of Part 28 of the Companies Act, the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, Avanta having been obtained in terms and in a form reasonably satisfactory to TVL from any appropriate central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body or authority, court, trade agency, professional association, institution, employee representative body or any other body or person whatsoever in any jurisdiction (a "Third Party") or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Avanta Group has entered into contractual arrangements and all such Authorisations necessary or reasonably appropriate to carry on the business of any member of the Avanta Group in any jurisdiction having been obtained and all such Authorisations remaining in full force and effect at the time at which the Offer becomes otherwise wholly unconditional and there being no notice or written intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

General antitrust and regulatory

2.2. no Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, inquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to (in any case which is material in the context of the Offer):

2.2.1. require, prevent or materially delay or affect the divestiture or materially prejudice the terms envisaged for such divestiture by any member of the Avanta Group or TVL of all or any material part of their respective businesses, assets or property or of any Avanta Shares or other securities in Avanta or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof) to an extent which is material in the context of the Avanta Group, taken as a whole;

2.2.2. except pursuant to Chapter 3 of Part 28 of the Companies Act, require TVL to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Avanta Group or any asset owned by any Third Party (other than in connection with the implementation of the Offer);

2.2.3. impose any limitation on, or result in a material delay in, the ability of TVL, directly or indirectly, to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in Avanta or on the ability of any member of the Avanta Group, directly or indirectly, to hold or exercise effectively all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Avanta Group, in each case, to an extent which is material in the context of the Avanta Group, taken as a whole;

2.2.4. otherwise adversely affect any or all of the business, assets, financial or trading position, profits or prospects of any member of the Avanta Group or TVL to an extent which is material in the context of the Avanta Group, taken as a whole, or TVL (as the case may be);

2.2.5. result in any member of the Avanta Group or TVL ceasing to be able to carry on business to the extent conducted at the date of this announcement under any name under which it presently carries on business to an extent which is material in the context of the Avanta Group, taken as a whole, or TVL (as the case may be);

2.2.6. make the Offer or its implementation, or the acquisition or proposed acquisition of any shares or other securities in, or control of, Avanta by TVL, void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, materially prevent or prohibit, restrict, restrain or delay the same or otherwise interfere with the Offer or its implementation, or impose material additional conditions or obligations with respect to, or otherwise materially impede, interfere or require amendment of the Offer or the acquisition, or proposed acquisition, of any shares or other securities in, or control of, Avanta by TVL to an extent which is material in the context of the Offer;

2.2.7. require, prevent or materially delay a divestiture by TVL of any shares or other securities (or the equivalent) in any member of the Avanta Group to an extent which is material in the context of the Avanta Group, taken as a whole, or TVL (as the case may be); or

2.2.8. impose any limitation on the ability of TVL to conduct or integrate all or any part of its business with all or any part of the business TVL and/or the Avanta Group to an extent which is material in the context of the Avanta Group, taken as a whole, or TVL (as the case may be), and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Offer having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement, etc.

2.3. except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Avanta Group is a party or by or to which any such member or any of its assets is, or may be, bound, entitled or subject, or any event or circumstance which, as a consequence of the Offer or because of the change in the control of Avanta or any other member of the Avanta Group represented by the Offer, would, or might reasonably be expected to, result in (in any case to an extent which is, or would be, material in the context of the Avanta Group, taken as a whole):

2.3.1. any monies borrowed by, or any other indebtedness, whether actual or contingent, of, or any grant available to, any member of the Avanta Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

2.3.2. the creation or enforcement of any mortgage, charge or other security interest over the whole, or any part, of the business, property or assets of any member of the Avanta Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

2.3.3. any such arrangement, agreement, lease, licence, franchise, permit or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the Avanta Group therein being adversely modified or adversely affected, or any obligation or liability arising or any adverse action being taken or arising thereunder;

2.3.4. any liability of any member of the Avanta Group to make any severance, termination, bonus or other payment to any of its directors or other officers;

2.3.5. the rights, liabilities, obligations, interests or business of any member of the Avanta Group under any such arrangement, agreement, lease, licence, franchise, permit or other instrument, or the interests or business of any member of the Avanta Group in or with any other person, body, firm or company (or any agreement or arrangement relating to any such interests or business) being, or becoming capable of being, terminated, or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

2.3.6. any member of the Avanta Group ceasing to be able to carry on business under any name under which it presently carries on business;

2.3.7. the value of, or the financial or trading position or prospects of, any member of the Avanta Group being prejudiced or adversely affected; or

2.3.8. the creation or acceleration of any liability (actual or contingent) by any member of the Avanta Group other than trade creditors or other liabilities incurred in the ordinary course of business,

and no event having occurred which, under any provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Avanta Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would be expected to result in any of the events or circumstances as are referred to in Conditions 2.3.1 to 2.3.8 (in each case, to an extent which is material in the context of the Avanta Group, taken as a whole);

Certain events occurring since 31 December 2013

   2.4.         except as Disclosed, no member of the Avanta Group having since 31 December 2013:

2.4.1. issued or agreed to issue, or authorised or proposed or announced its intention to authorise or propose the issue of, additional shares of any class or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold, or agreed to transfer or sell, or authorised or proposed the transfer or sale of Avanta Shares out of treasury (except, where relevant, as between Avanta and wholly owned subsidiaries of Avanta or between the wholly owned subsidiaries of Avanta);

2.4.2. recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) or dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly owned subsidiary of Avanta to Avanta or any of its wholly owned subsidiaries;

2.4.3. other than pursuant to the Offer (and except for transactions between Avanta and its wholly owned subsidiaries or between the wholly owned subsidiaries of Avanta and transactions in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment, acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings, in any such case, to an extent which is material in the context of the Avanta Group, taken as a whole;

2.4.4. (except for transactions between Avanta and its wholly owned subsidiaries or between the wholly owned subsidiaries of Avanta) disposed of, or transferred, mortgaged or created any security interest over any asset or any right, title or interest in any asset or authorised, proposed or announced any intention to do so which, in any case, is material in the context of the Avanta Group, taken as a whole;

2.4.5. (except for transactions between Avanta and its wholly owned subsidiaries or between the wholly owned subsidiaries of Avanta) issued, authorised or proposed or announced an intention to authorise or propose the issue of, or made any change in or to the terms of, any debentures or, except in the ordinary course of business, become subject to any contingent liability or incurred or increased any indebtedness which, in any case, is material in the context of the Avanta Group, taken as a whole;

2.4.6. entered into or varied or authorised, proposed or announced its intention to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) except in the ordinary course of business which is of a long term, unusual or onerous nature or magnitude or which involves an obligation of a nature or magnitude which is likely to be restrictive on the business of any member of the Avanta Group and which, in any case, is material in the context of the Avanta Group, taken as a whole;

2.4.7. entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of, any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the Avanta Group, save as agreed by TVL;

2.4.8. proposed, agreed to provide or modified to a material extent the terms of any share option scheme, incentive scheme or other benefit relating to the employment, or termination of employment, of any employee of the Avanta Group save as agreed by TVL or which is required pursuant to the implementation of the Offer;

2.4.9. purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, except in respect of the matters mentioned in Condition 2.4.1, made any other change to any part of its share capital, save as agreed by TVL or which is required pursuant to the implementation of the Offer;

2.4.10. waived, compromised or settled any claim (other than in the ordinary course of business or between Avanta and its wholly owned subsidiaries or between the wholly owned subsidiaries of Avanta) which is material in the context of the Avanta Group, taken as a whole;

2.4.11. terminated, or varied the terms of, any agreement or arrangement between any member of the Avanta Group and any other person in a manner which would have a material adverse effect on the financial position of the Avanta Group, taken as a whole;

2.4.12. other than pursuant to the Offer and as envisaged in accordance with the terms of the Offer, made any alteration to its memorandum or articles of association or other incorporation documents, in each case, which is material in the context of the Offer;

2.4.13. except in relation to changes made or agreed as a result of, or arising from, changes to legislation, made or agreed or consented to any material change to the terms of the trust deeds and rules constituting the pension scheme(s) established for its directors, employees or their dependants or any material change to the benefits which accrue, or to the pensions which are payable, thereunder, or to the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to, in each case, which is material in the context of the Avanta Group, taken as a whole;

2.4.14. been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased, or threatened to cease, carrying on all, or a substantial part of, its business, in each case, which is material in the context of the Avanta Group, taken as a whole;

2.4.15. (other than in respect of a member of the Avanta Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments;

   2.4.16.    a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all, or any material part of, its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed, in each case, which is material in the context of the Avanta Group, taken as a whole;

2.4.17. (except for transactions between Avanta and its wholly owned subsidiaries or between the wholly owned subsidiaries of Avanta) made, authorised, proposed or announced an intention to propose any change in its loan capital, in each case, which is material in the context of the Avanta Group, taken as a whole;

2.4.18. entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities, in each case, which is material in the context of the Avanta Group, taken as a whole;

2.4.19. entered into any licence or other disposal of intellectual property rights of any member of the Avanta Group which is material in the context of the Avanta Group, taken as a whole, and outside the normal course of business; or

2.4.20. entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to, or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition 2.4;

No adverse change, litigation, regulatory enquiry or similar

   2.5.         except as Disclosed, since 31 December 2013 there having been:

2.5.1. no adverse change, and no circumstance having arisen which would or might be reasonably expected to result in any adverse change, in the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Avanta Group which, in any case, is material in the context of the Avanta Group, taken as a whole;

2.5.2. no litigation, arbitration proceedings, prosecution or other legal proceedings (including, without limitation, with regard to intellectual property rights owned or used by the Avanta Group) having been threatened in writing, announced or instituted by or against or remaining outstanding against or in respect of, any member of the Avanta Group or to which any member of the Avanta Group is, or could reasonably be expected to become, a party (whether as claimant, defendant or otherwise), in each case, which might reasonably be expected to have a material adverse effect on the Avanta Group, taken as a whole, or in the context of the Offer;

2.5.3. no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Avanta Group having been threatened in writing, announced or instituted or remaining outstanding by, against or in respect of any member of the Avanta Group, in each case which might reasonably be expected to have a material adverse effect on the Avanta Group, taken as a whole, or in the context of the Offer;

2.5.4. no contingent or other liability having arisen or become apparent to TVL or increased other than in the ordinary course of business which would, or might reasonably be expected to, adversely affect the business, assets, financial or trading position or profits or prospects of any member of the Avanta Group to an extent which is material in the context of the Avanta Group, taken as a whole, or in the context of the Offer; and

2.5.5. no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Avanta Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which might reasonably be expected to have a material adverse effect on the Avanta Group, taken as a whole, or in the context of the Offer; and

No discovery of certain matters regarding information, liabilities and environmental issues

   2.6.         except as Disclosed, TVL not having discovered:

2.6.1. that any financial, business or other information concerning the Avanta Group publicly announced prior to the date of this announcement or disclosed at any time to TVL or to any of its advisers by or on behalf of any member of the Avanta Group prior to the date of this announcement is misleading, contains a misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading, to an extent which, in any such case, is material in the context of the Avanta Group, taken as a whole;

2.6.2. that any member of the Avanta Group or any partnership, company or other entity in which any member of the Avanta Group has a significant economic interest and which is not a subsidiary undertaking of Avanta is, otherwise than in the ordinary course of business, subject to any liability, contingent or otherwise, and which is material in the context of the Avanta Group, taken as a whole, or in the context of the Offer;

2.6.3. that any past or present member of the Avanta Group has not complied in any material respect with all applicable legislation, regulations or other requirements of any jurisdiction or any Authorisations relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including any property) or harm human or animal health or otherwise relating to environmental matters or the health and safety of humans, which non-compliance would be likely to give rise to any material liability including any penalty for non-compliance (whether actual or contingent) on the part of any member of the Avanta Group which, in any case, is material in the context of the Avanta Group, taken as a whole;

2.6.4. that there has been a material disposal, discharge, spillage, accumulation, release, leak, emission or the migration, production, supply, treatment, storage, transport or use of any waste or hazardous substance or any substance likely to impair the environment (including any property) or harm human or animal health which (whether or not giving rise to noncompliance with any law or regulation), would be likely to give rise to any material liability (whether actual or contingent) on the part of any member of the Avanta Group which in any case is material in the context of the Avanta Group, taken as a whole;

2.6.5. that there is, or is reasonably likely to be, any material obligation or liability (whether actual or contingent) or requirement to make good, remediate, repair, reinstate or clean up any property or asset currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the Avanta Group (or on its behalf), or in which any such member may have, or previously have had or be deemed to have had, an interest, under any environmental legislation, common law, regulation, notice, circular, Authorisation or order of any Third Party in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto, which, in any case, is material in the context of the Avanta Group, taken as a whole;

2.6.6. that circumstances exist (whether as a result of the making of the Offer or otherwise) which would be reasonably likely to lead to any Third Party instituting (or whereby any member of the Avanta Group would be likely to be required to institute) an environmental;

2.6.7. audit or take any steps which would in any such case be reasonably likely to result in any actual or contingent liability to improve or install new plant or equipment or to make good, repair, reinstate or clean up any property of any description or any asset now or previously owned, occupied or made use of by any past or present member of the Avanta Group (or on its behalf) or by any person for which a member of the Avanta Group is or has been responsible, or in which any such member may have, or previously have had or be deemed to have had, an interest, which, in any case, is material in the context of the Avanta Group, taken as a whole;

2.6.8. Avanta is subject to any liability, actual or contingent, which is not disclosed in the annual report and accounts of Avanta for the period ended 31 December 2013 and which is material in the context of the Avanta Group, taken as a whole; or

2.6.9. that circumstances exist whereby a person has, or class of persons have, or is reasonably likely to have, any legitimate claim or claims against any member of the Avanta Group in respect of any product or process, or materials used therein, now or previously manufactured, sold, supplied or carried out by any past or present member of the Avanta Group, which, in each case, is material in the context of the Avanta Group, taken as a whole.

PART B - CERTAIN FURTHER TERMS OF THE OFFER

1. Subject to the requirements of the Panel, TVL reserves the right to waive, in whole or in part, all or any of the above Conditions 2.1 to 2.6 (inclusive). Each of the Conditions 2.1 to 2.6 (inclusive) shall be regarded as a separate Condition and shall not be limited by reference to any other condition.

2. TVL shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions 2.1 to 2.6 (inclusive) by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

3. If TVL is required by the Panel to make an offer for Avanta Shares under the provisions of Rule 9 of the Code, TVL may make such alterations to any of the above Conditions and terms of the Offer as are necessary to comply with the provisions of that Rule.

4. The Offer will lapse, and will not proceed, if there is a Phase 2 CMA reference or if Phase 2 European Commission proceedings are initiated or if, following a referral of the Offer by the European Commission under Article 9(1) of the European Council Merger Regulation to a competent authority in the United Kingdom, there is a Phase 2 CMA reference, in any such case before 1.00 p.m. (London time) on the First Closing Date or the time and date at which the Offer becomes, or is declared, unconditional as to acceptances (whichever is the later). The effect of the Offer lapsing is that the Offer will cease to be capable of further acceptance and that TVL and any Avanta Shareholders, who have accepted the Offer, will cease to be bound by prior acceptances of the Offer.

5. The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

6. The Offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or e-mail) of interstate or foreign commerce of, or of any facility of a national securities exchange of, any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

7. Avanta Shares which will be acquired under the Offer will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after 21 November 2014.

8. Under Rule 13.5 of the Code, TVL may not invoke a condition to the Offer so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the condition are of material significance to TVL in the context of the Offer. The conditions contained in paragraph 1 of Part A of this Appendix I and paragraph 4 of this Part B of this Appendix I are not subject to this provision of the Code.

9. The Offer will be governed by the law of England and Wales and will be subject to the jurisdiction of the English courts and to the Conditions and further terms set out in this Appendix I and to be set out in the Offer Document.

10. The Offer will be subject to applicable requirements of the Code, the Panel, the London Stock Exchange, the FCA and the AIM Rules.

APPENDIX II

BASES OF CALCULATION AND SOURCES OF INFORMATION

In this announcement, unless otherwise stated or the context otherwise requires, the bases of calculation and sources of information are used as described below.

1. Unless otherwise stated, financial information relating to the Avanta Group has been extracted or derived (without any adjustment) from the audited annual report and accounts for Avanta for the year ended 31 December 2013.

2. References to the existing issued share capital of Avanta are to the number of Avanta Shares in issue as disclosed in Avanta's announcement dated 21 November 2014, which was 32,710,998 Avanta Shares. The International Securities Identification Number for Avanta Shares is GB00BCLYPC12.

3. References to the fully diluted share capital of Avanta are to 39,648,867 Avanta Shares which comprise the following:

 
 Existing shares in issue               32,710,998 
 Options under Avanta Share Schemes 
  exercisable below the Offer Price      3,370,385 
 Warrants                                1,003,382 
 Deferred Consideration Shares (not 
  all of which may come in to issue)     2,564,102

4. Unless otherwise stated, all Closing Prices have been derived from the AIM Appendix to the London Stock Exchange Daily Official List.

APPENDIX III

SCHEDULE OF IRREVOCABLE UNDERTAKINGS

Irrevocable Undertakings from Avanta Directors

 
 Name of Director     Number of Avanta   Percentage of entire 
                       Shares             existing issued share 
                                          capital of Avanta 
-------------------  -----------------  ----------------------- 
 Daniel Taylor*       3,828,419          11.70% 
-------------------  -----------------  ----------------------- 
 Alan Pepper          25,000             0.08% 
-------------------  -----------------  ----------------------- 
 Michael Kingshott    1,000,265          3.06% 
-------------------  -----------------  ----------------------- 
 Andrew Bourne**      1,099,847          3.36% 
-------------------  -----------------  -----------------------

* These include 3,603,419 Avanta Shares in which Daniel Taylor is interested through Westchester Properties (SOG) LP, as the registered owner.

** Andrew Bourne is interested in all of these shares through Lexton Assets SA,as the registered owner.

The irrevocable undertakings shall lapse if: (i) the Offer Document is not published within 28 days of the date of the announcement of the Original Offer; or (ii) a third party announces, within 10 days of the posting of the Offer Document, a firm intention to make an offer for the whole of the issued or to be issued share capital of Avanta under which the amount or value of the consideration offered for each Avanta Share is not less than 10 per cent. greater than the value per Avanta Share offered pursuant to the Offer and, within five Business Days of such announcement, TVL has not announced a revision to the Offer which matches or exceeds the consideration offered pursuant to such third party's offer.

All of the undertakings referred to above will cease to be binding if the Offer lapses or is withdrawn or is not made.

APPENDIX IV

DEFINITIONS

The following definitions apply throughout this announcement, unless otherwise stated or the context otherwise requires.

 
 "AIM"                       AIM, a market of the London Stock Exchange 
 "AIM Rules"                 the AIM Rules for Companies published by 
                              the London Stock Exchange 
 "Avanta" or                 Avanta Serviced Office Group plc, a public 
  the "Company"               limited company incorporated in England 
                              and Wales with registered number 04031883 
 "Avanta Group"              Avanta and its subsidiary and associated 
                              undertakings as such terms are defined in 
                              the Companies Act 
 "Avanta Shareholders"       the holders of Avanta Shares 
 "Avanta Shares"             the ordinary shares of GBP0.30 each in the 
                              capital of Avanta, and "Avanta Share" shall 
                              be construed accordingly 
 "Avanta Share               the Serviced Office Group Plc Executive 
  Schemes"                    Share Option Scheme 2004 and the Serviced 
                              Office Group Plc Enterprise Management Incentive 
                              Scheme 2012 
 "Board of Avanta"           the board of directors of Avanta 
  or "Avanta 
  Directors" 
 "Business Day"              a day (other than a Saturday, Sunday, public 
                              or bank holiday) on which banks are generally 
                              open for business in London 
 "City Code"                 the City Code on Takeovers and Mergers 
  or "Code" 
 "Closing Price"             the closing middle market price of an Avanta 
                              Share, as derived from the AIM Appendix 
                              of the London Stock Exchange Daily Official 
                              List 
 "Companies                  the Companies Act 2006, as amended from 
  Act"                        time to time 
 "Conditions"                the Conditions set out in Appendix I to 
                              this announcement 
 "Deferred Consideration     means up to 2,564,102 new Avanta Shares 
  Shares"                     to be allotted and issued by Avanta to certain 
                              persons pursuant to the terms of a sale 
                              and purchase agreement dated 9 July 2013 
                              between, amongst others, (1) Beadon Investments 
                              Limited and (2) the Company 
 "Disclosed"                 (i) disclosed in the annual report and accounts 
                              for Avanta for the period ended 31 December 
                              2013, (ii) Publicly Disclosed, (iii) disclosed 
                              in the announcement of the Original Offer, 
                              or (iv) fairly disclosed to TVL by or on 
                              behalf of Avanta prior to the date of the 
                              announcement of the Original Offer 
 "FCA"                       the UK Financial Conduct Authority 
 "First Closing              the date which falls 21 days after the posting 
  Date"                       of the Offer Document 
 "Form of Acceptance"        the form of acceptance and authority relating 
                              to the Offer, which will accompany the Offer 
                              Document 
 "London Stock               London Stock Exchange plc 
  Exchange" 
 "Offer"                     the cash offer to be made by TVL at the 
                              Offer Price in accordance with Part 28 of 
                              the Companies Act to acquire the entire 
                              issued and to be issued ordinary share capital 
                              of Avanta not already owned, or agreed to 
                              be acquired, by TVL, on the terms and subject 
                              to the conditions set out in this announcement 
                              and to be set out in the Offer Document 
                              and, in the case of Avanta Shares held in 
                              certificated form, the Form of Acceptance 
                              and, where the context admits, any subsequent 
                              revision, variation, extension or renewal 
                              of such offer 
 "Offer Document"            the document to be sent to Avanta Shareholders 
                              which will contain, amongst other things, 
                              the terms and conditions of the Offer 
 "Offer Period"              the period commencing on 21 November 2014 
                              and ending on the earlier of the date on 
                              which the Offer becomes or is declared unconditional 
                              as to acceptances and/or the date on which 
                              the Offer lapses or is withdrawn (or such 
                              other date as the Panel may decide) 
 "Offer Price"               112 pence per Avanta Share 
 "Official List"             the daily official list maintained by the 
                              UK Listing Authority 
 "Opening Position           an announcement containing details of interests 
  Disclosure"                 or short positions in, or rights to subscribe 
                              for, any relevant securities of a party 
                              to the offer if the person concerned has 
                              such a position 
 "Original Offer"            the offer for the entire issued and to be 
                              issued share capital of Avanta at 110 pence 
                              per share referred to the announcement by 
                              TVL, on 21 November 2014, of its firm intention 
                              to make such offer under Rule 2.7 of the 
                              Code 
 "Panel" or                  the Panel on Takeovers and Mergers 
  "Takeover Panel" 
 "Publicly Disclosed"        fairly disclosed in any public announcement 
                              by Avanta to any Regulatory Information 
                              Service 
 "Regulatory                 any of the services authorised from time 
  Information                 to time by the FCA for the purposes of disseminating 
  Service"                    regulatory announcements 
 "Restricted                 any jurisdiction where local laws or regulations 
  Jurisdiction"               may result in a significant risk of civil, 
                              regulatory or criminal exposure if information 
                              concerning the Offer is sent or made available 
                              to Avanta Shareholders in that jurisdiction 
 "Share Exchange             the agreement dated 21 November 2014 between 
  Agreement"                  TVL and Toscafund as described in paragraph 
                              11 of this announcement 
 "Subscription               the agreement dated 21 November 2014 between 
  Agreement"                  TVL and Toscafund as described in paragraph 
                              10 of this announcement 
 "Third Party"               any central bank, government or governmental, 
                              quasi-governmental, supranational, statutory, 
                              regulatory, environmental or investigative 
                              body or authority, court, trade agency, 
                              professional association, institution, employee 
                              representative body or any other body or 
                              person whatsoever in any jurisdiction 
 "Toscafund"                 Toscafund Asset Management LLP, a limited 
                              liability partnership registered in England 
                              and Wales with number OC320318 
 "TVL"                       TVL Limited, a private limited company, 
                              incorporated in England and Wales with registered 
                              number 09320936 
 "UK" or "United              the United Kingdom of Great Britain and 
  Kingdom"                     Northern Ireland 
 "UK Listing                 the FCA as the competent authority for listing 
  Authority"                  in the United Kingdom 
 "US" or "United             the United States of America, its territories 
  States"                     and possessions, any state of the United 
                              States of America and the District of Columbia 
 "US GAAP"                   generally accepted accounting principles 
                              in the US 
 "Warrants"                  the warrants granted by Avanta to subscribe 
                              for 1,003,382 Avanta Shares under a warrant 
                              instrument dated 24 October 2012 (as amended 
                              on 8 January 2014)

This information is provided by RNS

The company news service from the London Stock Exchange

END

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