Results of General Meeting

RNS Number : 3423R

Travis Perkins PLC

19 August 2010

 



FOR IMMEDIATE RELEASE

Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction

19 August 2010

Recommended Offer by Travis Perkins plc for The BSS Group plc

Results of General Meeting

Travis Perkins plc (the "Company" or "Travis Perkins") announces that the resolution proposed at the General Meeting of the Company held today to approve the acquisition by the Company of The BSS Group plc was duly passed by the Company's shareholders. 

Voting results

The voting results in relation to the General Meeting are summarised below.

PROXY VOTING RESULTS
Number of cards (shareholders) at meeting date:	766
Issued share capital at meeting date:	208,658,117
Number of votes per share:	One vote for every ordinary share
Resolution  (No. as noted on proxy form)	Shares For	Shares Discretionary	Shares Against	Shares Marked As Votes Withheld / Abstentions	Poll Yes/No
1.  a)  To approve the acquisition of     The BSS Group plc; and      b)  To grant the directors of the company authority to allot       shares.	128,807,756	37,251	3,015,140	330,264	No

Completion of the acquisition remains subject to the satisfaction or, if capable of waiver, waiver of the remaining conditions as set out in Part IV of the Scheme Document dated 29 July 2010 sent to The BSS Group plc shareholders including, amongst other things, competition clearances, the approval by The BSS Group plc shareholders of the Scheme at the Scheme Meeting and of the resolutions in connection with the Scheme at the BSS General Meeting as well as the sanction of the Scheme and confirmation of the Capital Reduction by the Court.

A copy of the Resolution will be submitted to the FSA and will shortly be available for inspection by the public during normal business hours on any weekday (except public holidays) at the FSA's Document Viewing Facility which is situated at: Financial Services Authority, 25 The North Colonnade, London E14 5HS (Tel: [phone]).

Capitalised terms used but not defined in this announcement have the same meaning as set out in the Combined Circular and Prospectus dated 29 July 2010.

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in restricted jurisdictions, for inspection on the Company's website at www.travisperkinsplc.com by no later than 12 noon on 20 August 2010.

Enquiries

Travis Perkins plc	[phone]
Geoff Cooper, Chief Executive Officer
HSBC Bank plc (Joint Financial Adviser)	[phone]
Charles Packshaw Simon Cloke James Pincus
Nomura International plc (Joint Financial Adviser)	[phone]
Michael Pescod Andrew McNaught Oliver Tucker
Credit Suisse Securities (Europe) Limited (Joint Corporate Broker)	[phone]
John Hannaford Will MacLaren
Citigroup Global Markets Limited (Joint Corporate Broker) Andrew Seaton Robert Redshaw	[phone]
Square1 Consulting (PR Adviser) David Bick Mark Longson	[phone]

HSBC Bank plc, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Travis Perkins and no one else in connection with the Acquisition and this announcement and will not be responsible to anyone other than Travis Perkins for providing the protections afforded to clients of HSBC Bank plc nor for providing advice in connection with the Acquisition or this announcement or any matter referred to herein.

Nomura International plc, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Travis Perkins and no one else in connection with the Acquisition and this announcement and will not be responsible to anyone other than Travis Perkins for providing the protections afforded to clients of Nomura nor for providing advice in connection with the Acquisition or this announcement or any matter referred to herein.

Credit Suisse Securities (Europe) Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Travis Perkins and no one else in connection with the Acquisition and this announcement and will not be responsible to anyone other than Travis Perkins for providing the protections afforded to clients of Credit Suisse nor for providing advice in connection with the Acquisition or this announcement or any matter referred to herein.

Citigroup Global Markets Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Travis Perkins and no one else in connection with the Acquisition and this announcement and will not be responsible to anyone other than Travis Perkins for providing the protections afforded to clients of Citigroup Global Markets Limited nor for providing advice in connection with the Acquisition or this announcement or any matter referred to herein.

Dealing 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 paper 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 paper 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 paper 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 paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper 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 paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper 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 paper 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

Overseas Jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. Accordingly, copies of this announcement will not be and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction.

This announcement has been prepared for the purposes of complying with English law and the 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 and regulations of any jurisdiction outside of England.

In particular, this announcement is not an offer of securities for sale in the United States and the New Travis Perkins Shares, which will be issued in connection with the Acquisition, have not been, and will not be, registered under the US Securities Act or under the securities law of any state, district or other jurisdiction of the United States, and no regulatory clearance in respect of the New Travis Perkins Shares has been, or will be, applied for in any jurisdiction other than the UK. The New Travis Perkins Shares may not be offered or sold in the United States absent registration under the US Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. It is expected that the New Travis Perkins Shares will be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. The New Travis Perkins Shares may not be offered, sold, resold, delivered or distributed, directly or indirectly, in, into or from any restricted jurisdiction or to, or for the account or benefit of, any resident of any restricted jurisdiction absent an exemption from registration or an exemption under relevant securities law.

Unless Travis Perkins otherwise determines, relevant clearances and registrations have not been, nor will they be, sought or obtained, nor have any steps been taken, nor will any steps be taken, to enable the Loan Notes to be publicly offered in compliance with applicable securities laws of any jurisdiction. The Loan Notes have not been, and will not be, registered under the US Securities Act or under the securities laws of any state, district or other jurisdiction of the United States and the Loan Notes are not being offered in, and may not be transferred into, the United States. Accordingly, Scheme Shareholders in the United States will not be eligible to receive Loan Notes. The Loan Notes may not (subject to certain limited exceptions) be offered, sold, transferred or delivered, directly or indirectly, in any other jurisdiction where to do so would violate the laws of that jurisdiction or would require registration thereof in such jurisdiction.

Notice to US investors in BSS: The Acquisition relates to the shares of a UK company and is proposed to be made by means of a scheme of arrangement provided for under the laws of England and Wales. The Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure and other requirements of US securities laws. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to the financial statements of US companies.

If the Acquisition is implemented by way of an Offer, it will be made in accordance with the procedural and filing requirements of the US securities laws, to the extent applicable. If the Acquisition is implemented by way of an Offer, the New Travis Perkins Shares to be issued in connection with such Offer will not be registered under the US Securities Act or under the securities laws of any state, district or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, in the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act or such other securities laws. Travis Perkins does not intend to register any such New Travis Perkins Shares or part thereof in the United States or to conduct a public offering of the New Travis Perkins Shares in the United States.

Forward Looking Statements

This announcement may contain 'forward-looking statements' concerning Travis Perkins and BSS that are subject to risks and uncertainties. Generally, the words 'will', 'may', 'should', 'continue', 'believes', 'targets', 'plans', 'expects', 'aims', 'intends', 'anticipates' or similar expressions or negatives thereof identify forward-looking statements. Forward looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Travis Perkins' or BSS's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Travis Perkins' or BSS's business.

These forward-looking statements may involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond Travis Perkins' and BSS's ability to control or estimate precisely, such as future market conditions, changes in regulatory environment and the behaviour of other market participants. Neither Travis Perkins nor BSS can give any assurance that such forward-looking statements will prove to have been correct. The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this announcement. Neither Travis Perkins nor BSS undertakes any obligation to update or revise publicly any of the forward-looking statements set out herein, whether as a result of new information, future events or otherwise, except to the extent legally required.

Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of Travis Perkins, BSS or any other person following the implementation of the Acquisition or otherwise.

 

END

 

 

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