Offer Update and Revised Time
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
Travis Perkins plc and The BSS Group plc
Offer Update and Revised Timetable
The first OFT public consultation period on the undertakings in lieu of reference to the Competition Commission concluded on 26 November 2010.
Following approval from both companies' respective shareholders on 19 August 2010, completion of the transaction remains subject to the Court hearings (to sanction the scheme of arrangement and confirm the associated capital reduction). The directors of BSS announce that such hearings are expected to occur on 10 December and 14 December respectively.
The full timetable of principal events is set out below:
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Court hearing to sanction the Scheme |
10 December 2010 |
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Last day of dealings in, and for registration of transfers of, and disablement in CREST of, BSS Shares |
10 December 2010 |
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Latest time for return of Form of Election or submission of a valid TTE instruction in CREST |
4.30 p.m. 10 December 2010 |
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Suspension of listing of, and dealings, settlement and transfers in BSS Shares |
8.00 a.m. 13 December 2010 |
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Reorganisation Record Time |
6.00 p.m. 13 December 2010 |
|
Scheme Record Time |
6.30 p.m. 13 December 2010 |
|
Court hearing to confirm Capital Reduction |
14 December 2010 |
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Effective Date of the Scheme |
14 December 2010 |
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De-listing of BSS Shares |
8.00 a.m. 15 December 2010 |
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New Travis Perkins Shares listed, and crediting of New Travis Perkins Shares to CREST accounts |
by 8.00 a.m. 15 December 2010 |
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Trading in New Travis Perkins Shares commences |
by 8.00 a.m. 15 December 2010 |
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Latest date of despatch of cheques, or settlement through CREST, in respect of cash consideration and share certificates in respect of the New Travis Perkins Share consideration due under the Scheme and the despatch of loan note certificates in respect of the valid elections for the Loan Note Alternative |
by 28 December 2010 |
If any of the expected dates referred to above change, BSS and Travis Perkins will give notice of the change by issuing an announcement through a Regulatory Information Service.
A further announcement will be made by BSS and Travis Perkins when the undertakings given by Travis Perkins to the OFT come into effect.
Enquiries:
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Travis Perkins plc |
+44 (0)1604 683 222 |
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Geoff Cooper, Chief Executive Officer |
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Paul Hampden Smith, Chief Financial Officer |
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The BSS Group plc |
+44 (0)116 256 7038 |
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Gavin Slark, Group Chief Executive |
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Roddy Murray, Group Finance Director |
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Square1 Consulting (PR Adviser to Travis Perkins) |
+44 (0)20 7929 5599 |
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David Bick |
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Mark Longson |
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MHP Communications (PR Adviser to BSS) |
+44 (0)20 3128 8100 |
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Andrew Jaques |
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Ian Payne |
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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.
This information is provided by RNS
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