Posting of Documents
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
29 July 2010
TRAVIS PERKINS PLC
RECOMMENDED CASH AND SHARES ACQUISITION
OF
THE BSS GROUP PLC
POSTING OF DOCUMENTS
On 5 July 2010, the directors of the boards of Travis Perkins plc ("Travis Perkins") and The BSS Group plc ("BSS") announced that they had reached agreement on the terms of a recommended cash and shares offer for BSS by Travis Perkins, to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Acquisition").
The boards of Travis Perkins and BSS are pleased to announce that the scheme document (the "Scheme Document") which sets out, amongst other things, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act, a timetable of principal events and details of the actions to be taken by BSS Shareholders, is being posted to BSS Shareholders today. Copies of the Scheme Document will also be posted in due course to holders of options and awards under the BSS Share Schemes.
The Court Meeting and the BSS General Meeting to be convened in relation to the implementation of the Acquisition are scheduled to be held on 19 August 2010. Notices of the Court Meeting and the BSS General Meeting are set out in the Scheme Document.
In addition, the boards of Travis Perkins and BSS announce that the Combined Circular and Prospectus which contains financial and other information on Travis Perkins and the New Travis Perkins Shares to be issued in connection with the Acquisition and the class 1 circular seeking Travis Perkins Shareholders' consent to the Acquisition is also being posted to the shareholders of Travis Perkins and BSS today. A notice of the Travis Perkins General Meeting to be held on 19 August 2010 is set out within this document.
Both of these documents are available for inspection during normal business hours on any weekday (public holidays excepted) (i) at the offices of Travis Perkins, Lodge Way House, Harlestone Road, Northampton NN5 7UG, (ii) at the offices of Slaughter and May, One Bunhill Row, London EC1Y 8YY, (iii) at the offices of BSS at Fleet House, Lee Circle, Leicester LE1 3QQ, (iv) at the offices of Hammonds LLP, 7 Devonshire Square, London EC2M 4YH,(v) at the FSA's Document Viewing Facility which is situated at Financial Services Authority, 25 The North Colonnade, Canary Wharf, London, E14 5HS, and (vi) at Travis Perkins' and BSS's websites at www.travisperkinsplc.com and www.bssgroup.com.
The anticipated timetable of principal events is as follows:
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Latest time for lodging Forms of Proxy for: |
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Court Meeting (blue form) |
3.00 p.m. on 17 August 2010 |
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BSS General Meeting (white form) |
3:15 p.m. on 17 August 2010 |
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Voting Record Time |
6:00 p.m. on 17 August 2010 |
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Travis Perkins General Meeting |
11:00 a.m. on 19 August 2010 |
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BSS Court Meeting |
3:00 p.m. on 19 August 2010 |
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BSS General Meeting |
3:15 p.m. on 19 August 2010 |
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Court hearing to sanction the Scheme |
19 October 2010 |
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Last day of dealings in, for registration of transfers of, and disablement of CREST in respect of, BSS Shares |
19 October 2010 |
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Latest time for return of Form of Election or submission of a valid TTE instruction in CREST |
1.00 p.m. on 19 October 2010 |
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Suspension of listing of, and dealings, settlement and transfers in BSS Shares |
8:00 a.m. on 20 October 2010 |
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Reorganisation Record Time |
6.00 p.m. on 20 October 2010 |
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Scheme Record Time |
6.30 p.m. on 20 October 2010 |
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Court hearing to confirm Capital Reduction |
21 October 2010 |
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Effective Date of the Scheme |
21 October 2010 |
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De-listing of BSS Shares |
8.00 a.m. on 22 October 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. on 22 October 2010 |
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Trading in New Travis Perkins Shares commences |
by 8.00 a.m. on 22 October 2010 |
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Latest date for despatch of cheques and 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 dispatch of loan note certificates in respect of the valid elections for the Loan Note Alternative |
by 5 November 2010 |
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The dates and times given are indicative only and are based on Travis Perkins' and BSS's current expectations. These dates and times may be subject to change and may depend on, inter alia, changes to Court times, the regulatory timetable, the process for settlement of the Scheme and the dates upon which the Court sanctions the Scheme and confirms the associated Capital Reduction and the resultant Court Orders are then delivered to the Registrar of Companies. If any of the times and/or dates above change, the revised times and/or dates will be notified to shareholders by announcement through the Regulatory News Service of the London Stock Exchange.
All times shown in this announcement are London times unless otherwise stated.
The Court Meeting and the BSS General Meeting will be held at The Leicester Marriott Hotel, Smith Way, Grove Park, Leicester LE19 1SW on 19 August 2010.
The Travis Perkins General Meeting will be held at the offices of Credit Suisse, One Cabot Square, London, E14 4QJ on 19 August 2010.
Terms and expressions used in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the announcement of 5 July 2010, the Scheme Document and the Combined Circular and Prospectus.
Enquiries
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Travis Perkins |
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Travis Perkins plc |
+44 (0)1604 683 222 |
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Geoff Cooper, Chief Executive Officer Paul Hampden Smith, Finance Director |
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HSBC Bank plc (Joint Financial Adviser) |
+44 (0)20 7991 8888 |
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Charles Packshaw Simon Cloke James Pincus |
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Nomura International plc (Joint Financial Adviser) |
+44 (0)20 7102 1000 |
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Michael Pescod Andrew McNaught Oliver Tucker |
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Credit Suisse Securities (Europe) Limited (Joint Corporate Broker) |
+44 (0)20 7888 8888 |
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John Hannaford Will MacLaren |
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Citigroup Global Markets Limited (Joint Corporate Broker) Andrew Seaton Robert Redshaw |
+44 (0)20 7986 4000 |
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Square1 Consulting (PR Adviser) David Bick Mark Longson |
+44 (0)20 7929 5599 |
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BSS |
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The BSS Group plc |
+44 (0)116 256 7038 |
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Gavin Slark, Group Chief Executive Roddy Murray, Group Finance Director |
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Lazard (Lead Financial Adviser) |
+ 44 (0)20 7187 2000 |
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Richard Stables Vasco Litchfield |
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RBS Hoare Govett (Corporate Broker and Financial Adviser) |
+ 44 (0)20 7678 8000 |
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John MacGowan Simon Hardy Nick Adams |
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Hogarth (PR Adviser) |
+44 (0)20 7357 9477 |
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Andrew Jaques Rachel Hirst |
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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.
Lazard & Co., Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for BSS and no one else in connection with the Acquisition and this announcement and will not be responsible to anyone other than BSS for providing the protections afforded to clients of Lazard nor for providing advice in connection with the Acquisition or this announcement or any matter referred to herein.
RBS Hoare Govett Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for BSS and no one else in connection with the Acquisition and this announcement and will not be responsible to anyone other than BSS for providing the protections afforded to clients of RBS Hoare Govett nor for providing advice in connection with the Acquisition or this announcement or any matter referred to herein.
Further Information
This announcement is not intended to, and does not constitute, or form part of, an offer to sell or any invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. This announcement does not constitute a prospectus or a prospectus equivalent document. Shareholders of Travis Perkins and BSS are advised to read carefully the formal documentation in relation to the Acquisition once it has been despatched. The proposals of the Acquisition will be made solely through the Scheme Document, which will contain the full terms and conditions of the Scheme, including details of how to vote with respect to the Scheme. Please read carefully the Scheme Document and the Combined Circular and Prospectus in their entirety before making a decision with respect to the Acquisition. Any acceptance or other response to the proposals should be made on the basis of the information in the Scheme Document. BSS Shareholders may obtain a further free copy of the Scheme Document, when it becomes available, from BSS's Registrar, Capita Registrars, at Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU (who can also be contacted on 0871 664 9249 from within the UK or +44 20 800 141 2957 if calling from outside the UK) or from Hammonds LLP at 7 Devonshire Square, London, EC2M 4YH.
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 +44 (0)20 7638 0129.
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 and formal documentation relating to the Acquisition 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.
Publication on the Travis Perkins and BSS Websites
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 Travis Perkins' website at www.travisperkinsplc.com and on BSS's website at www.bssgroup.com by no later than 12.00 noon (London time) on 30 July 2010.
This information is provided by RNS
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