Demerger Update: Publication of Supplementary C...
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Travis Perkins (TPK)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
15 April 2021 Travis Perkins plc
Travis Perkins plc ("Travis Perkins" or the "Group")
Demerger Update: Publication of Supplementary Circular and Supplementary Prospectus
Following the publication of the Travis Perkins Q1 trading update earlier today, the Group announces that a supplementary circular relating to the demerger of the Wickes business from the Group (the "Demerger") (the "Supplementary Circular") has been published today and will shortly be posted to Travis Perkins' Shareholders with a supplementary prospectus in relation to the listing of shares in Wickes Group plc ("Wickes") (the "Supplementary Prospectus") also made available following approval by the FCA.
In accordance with the requirement set out in the Prospectus Rules, the Supplementary Prospectus has been published following the announcement of Travis Perkins' trading update for the first quarter of 2021 which, having been published prior to the completion of the Demerger, incorporates a trading update in respect of Wickes for the same period.
The Supplementary Circular and Supplementary Prospectus are supplementary to and must be read in conjunction with the Circular and Prospectus dated 24 March 2021, previously sent to Shareholders and available on Travis Perkins' website (www.travisperkinsplc.co.uk/investors).
The Supplementary Prospectus and Supplementary Circular are now available for inspection at www.travisperkinsplc.co.uk/investors and the Supplementary Prospectus is also available on Wickes' website at https://www.wickesplc.co.uk/demerger_details/.
A general meeting of Travis Perkins will be held at Ryehill House, Rye Hill Close, Lodge farm Industrial Estate, Northampton NN5 7UA at 10.45 am on 27 April 2021, or, if later, at the time which is immediately after the Company's 2021 annual general meeting convened for the same place and day shall have been concluded or adjourned (the "General Meeting").
Following the guidance related to physical meeting due to the COVID-19 pandemic and being guided by the overarching consideration of the safety and wellbeing of all participants, regrettably, shareholders will be unable to attend in person. Shareholders will be able to attend the General Meeting via the live webcast, which will be broadcast from the Company's offices in Northampton.
Further details are set out in the Circular and the notice of general meeting contained within it. The Demerger is due to complete with trading in Wickes shares commencing on 28 April 2021. The Travis Perkins Share Consolidation will be effective following market close on 28 April 2021, with trading in new Travis Perkins shares commencing on 29 April 2021.
Ends
Enquiries
Travis Perkins Investor Relations Matt Worster +44 (0) 799 008 8548 matt.worster@travisperkins.co.uk Heinrich Richter +44 (0) 739 212 5417 heinrich.richter2@travisperkins.co.uk
Powerscourt +44 (0) 207 250 1446 PR Adviser to Travis Perkins Justin Griffiths, James White travisperkins@powerscourt-group.com
Wickes Investor Relations Andy Hughes +44 (0) 777 669 2736 wickes@headlandconsultancy.com
Headland +44 (0) 203 805 4822 PR Adviser to Wickes Lucy Legh, Henry Wallers, Charlie Twigg wickes@headlandconsultancy.com
Citigroup Global Markets Limited +44 (0) 207 986 4000 Joint Financial Adviser, Joint Sponsor and Joint Corporate Broker to Travis Perkins and Wickes Andrew Seaton Robert Redshaw Martin Weltman Peter Catterall
Deutsche Bank AG, London Branch +44 (0) 207 545 8000 Joint Financial Adviser, Joint Sponsor and Joint Corporate Broker to Travis Perkins and Wickes Charles Wilkinson Simon Hollingsworth Mark Hankinson Raed El-Dana
Important Information
This announcement does not constitute an offer or invitation to sell or issue, or a solicitation of an offer or invitation to purchase or subscribe for any securities in any jurisdiction nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with any contract therefor.
In particular, this announcement does not constitute an offer or invitation to sell or issue, or a solicitation of an offer or invitation to purchase or subscribe for, any securities in the United States. The shares of Wickes have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), and may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act, and in compliance with any applicable State or local securities laws. There will be no public offer of the shares of Wickes in the United States.
No offer of shares of Wickes will be made as part of the Demerger and the Prospectus will be published solely in connection with the proposed admission of Wickes' ordinary shares to the premium listing segment of the Official List and to trading on the London Stock Exchange ("Admission").
Citigroup Global Markets Limited ("Citi"), which is authorised by the Prudential Regulation Authority ("PRA") and regulated in the UK by the Financial Conduct Authority ("FCA") and the PRA, is acting as financial adviser and sponsor exclusively for Travis Perkins and Wickes and for no one else in connection with the Demerger, Admission or any other matters described in this announcement and will not be responsible to anyone other than Travis Perkins and Wickes for providing the protections afforded to clients of Citi nor for providing advice in connection with the Demerger, Admission, or any other matters referred to in this announcement. Neither Citi nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Citi in connection with the Demerger, Admission, this announcement, any statement contained herein, or otherwise.
Deutsche Bank AG is a joint stock corporation incorporated with limited liability in the Federal Republic of Germany, with its head office in Frankfurt am Main where it is registered in the Commercial Register of the District Court under number HRB 30 000. Deutsche Bank AG is authorised under German banking law. The London branch of Deutsche Bank AG is registered in the register of companies for England and Wales (registration number BR000005) with its registered address and principal place of business at Winchester House, 1 Great Winchester Street, London EC2N 2DB. Deutsche Bank AG is authorised and regulated by the European Central Bank and the German Federal Financial Supervisory Authority (BaFin). With respect to activities undertaken in the UK, Deutsche Bank AG is authorised by the PRA with deemed variation of permission. It is subject to regulation by the FCA and limited regulation by the PRA. Details about the Temporary Permissions Regime, which allows EEA-based firms to operate in the UK for a limited period while seeking full authorisation, are available on the FCA's website. In connection with the Demerger and Admission, Deutsche Bank AG is acting through its London branch ("Deutsche Bank"). Deutsche Bank is acting as financial adviser and sponsor exclusively for Travis Perkins and Wickes, and no one else in connection with the Demerger and Admission, and Deutsche Bank will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Demerger or Admission and will not be responsible to anyone other than Travis Perkins and Wickes for providing the protections afforded to clients of Deutsche Bank or for providing advice in relation to the Demerger or Admission or any other transaction, matter or arrangement referred to in this announcement. Neither Deutsche Bank nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Deutsche Bank in connection with the Demerger, Admission, this announcement, any statement contained herein, or otherwise.
This announcement has been issued by and is the sole responsibility of Travis Perkins. No representation or warranty, express or implied, is or will be made, as to or in relation to, and no responsibility or liability is or will be accepted by either of Citi or Deutsche Bank or by any of their respective affiliates, directors, officers, employees or advisers for the contents of this announcement, including its accuracy, completeness and verification or for any other statement made or purported to be made by either of them, or on behalf of either of them in connection with Travis Perkins, Wickes, the Group, the Wickes Group, the Demerger or Admission.
Certain statements made in this announcement are forward-looking statements. These forward-looking statements are based on current beliefs and expectations and are subject to a number of known and unknown risks and uncertainties that may cause actual results, performance or achievements of the Group or the Wickes Group or industry results to differ materially from any future events, results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements include all matters that are not historical facts. Forward-looking statements speak only as of the date of this announcement. Persons receiving this announcement should not place undue reliance on any forward-looking statements. Unless otherwise required by applicable law or regulation, each of Travis Perkins, Wickes and their advisers (including Citi and Deutsche Bank) disclaims any obligation or undertaking to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise. |
| ISIN: | GB0007739609 |
| Category Code: | PSP |
| TIDM: | TPK |
| LEI Code: | 2138001I27OUBAF22K83 |
| OAM Categories: | 3.1. Additional regulated information required to be disclosed under the laws of a Member State |
| Sequence No.: | 99417 |
| EQS News ID: | 1185338 |
| End of Announcement | EQS News Service |
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