RECOMMENDED CASH AND SHARES A
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
5 July 2010
PART I
TRAVIS PERKINS PLC
RECOMMENDED CASH AND SHARES ACQUISITION
OF
THE BSS GROUP PLC
The boards of Travis Perkins plc ("Travis Perkins") and The BSS Group plc ("BSS") are pleased to announce that agreement has been reached on the terms of a recommended proposal whereby Travis Perkins will acquire, for cash and shares, the entire issued and to be issued share capital of BSS.
Highlights
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Recommended cash and shares Acquisition valuing each BSS Share at 435.8 pence |
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Consideration for each BSS Share is 232.91 pence in cash, 0.2608 New Travis Perkins Shares valued at 196.8 pence (based on the Closing Price of 754.5 pence per Travis Perkins Share on 2 July 2010, the last Business Day before this announcement) and payment of the BSS Final Dividend for the year ended 31 March 2010 of 6.09 pence |
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A Mix and Match Facility and a Loan Note Alternative will also be available |
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The offer values BSS's issued and to be issued share capital at approximately £557.6 million |
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Travis Perkins believes that a powerful strategic logic underpins the combination of BSS and Travis Perkins' existing distribution and retailing businesses in plumbing and heating: |
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Creates the leading plumbing and heating trade and retail distribution business in the UK in addition to Travis Perkins' leading position in UK heavy side distribution |
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The Enlarged Group would have operational and financial size and scale to purchase products more competitively and secure the benefits of global sourcing |
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The Enlarged Group should be able to service customers more efficiently locally and nationally using Travis Perkins' low cost, layered 'route to market' supply chain |
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The BSS business should benefit from being integrated into Travis Perkins' information technology platform, thereby reducing the reliance on external vendors |
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Travis Perkins' medium and long term property strategy should give both businesses access, at lower cost, to attractive trading locations |
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Travis Perkins believes the Acquisition will be value enhancing for shareholders (see Note 1): |
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Expected to deliver annual pre-tax cost savings of at least £25 million in 2013 |
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Expected to deliver materially enhanced earnings in 2011, the first full year after completion of the Acquisition |
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Additional growth potential from cross-selling and revenue synergies (not included in synergy estimates) |
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Acquisition price of 435.8 pence represents a premium of approximately: |
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4.7 per cent. to the Closing Price of 416.2 pence for each BSS Share on 2 July 2010, the last Business Day prior to this announcement; and |
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34.1 per cent. to the Closing Price of 325 pence per BSS Share on 27 May 2010, the last Business Day prior to the announcement that the boards of Travis Perkins and BSS were in advanced discussions regarding a possible offer |
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The offer represents a multiple of 10.7 times BSS's adjusted 2010 EBITDA of £61.9 million |
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In its interim management statement on 2 July 2010, Travis Perkins announced that, in the absence of unforeseen circumstances, it expects to declare an interim dividend of 5 pence per share when it announces its interim results for the six months to 30 June 2010 on 29 July 2010, with the intention that this will be paid in November 2010 |
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Holders of the New Travis Perkins Shares will also be entitled to receive the Travis Perkins Interim Dividend, save in certain circumstances |
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Irrevocable undertakings have been received from BSS Directors and letters of intent have been received from certain BSS Shareholders to vote in favour of the resolutions to effect the Scheme in respect of 283,648 BSS Shares and 43,215,554 BSS Shares respectively, representing, in aggregate, approximately 35.0 per cent. of the existing issued share capital of BSS |
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It is currently intended that the Acquisition will be effected by way of a scheme of arrangement of BSS (see Note 2) |
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The Acquisition is subject to approval by shareholders of Travis Perkins and BSS, the Court and the OFT and is expected to become effective in the middle of the fourth quarter of 2010 |
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Commenting on the Acquisition, Robert Walker, Chairman of Travis Perkins said:
"We believe that there is a strong strategic rationale for the acquisition of BSS which will create the leading plumbing and heating trade and retail distribution business in the UK. Our respective businesses are complementary and we look forward to working with BSS's customers, suppliers and employees. We are confident that this transaction can deliver significant value for the shareholders in the Enlarged Group."
Commenting on the Acquisition, Peter Warry, Chairman of BSS said:
"The management team and employees have succeeded in building BSS into a leading specialist distributor to trade customers and a market leader in the UK plumbing and heating sector, creating significant value for shareholders. The BSS Board believes that Travis Perkins' offer recognises this value and gives our shareholders the opportunity to share in the future success of the Enlarged Group."
HSBC and Nomura are acting as joint financial advisers to Travis Perkins. Citi and Credit Suisse are acting as joint corporate brokers to Travis Perkins.
Lazard is acting as lead financial adviser to BSS. RBS Hoare Govett is acting as corporate broker and financial adviser to BSS.
This summary should be read in conjunction with, and is subject to, the full text of the announcement set out in Part II. In particular, the Acquisition is subject to the Conditions and further terms set out in Appendix I to this announcement and the terms and conditions to be set out in the Scheme Document when issued. The sources and bases of certain financial information contained in this summary and the following announcement are set out in Appendix II. Appendix III contains definitions of certain terms used in this summary and the following announcement.
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Notes: |
(1) The anticipated operational cost savings have been calculated on the basis of the existing cost and operating structures of the Travis Perkins and BSS Groups. These statements of estimated cost savings and one-off costs for achieving them relate to future actions and circumstances which, by their nature, involve risks, uncertainties and other factors. As a result, the cost savings referred to may not be achieved, or those achieved could be materially different from those estimated. |
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The statement that the Acquisition is expected to deliver materially enhanced earnings for Travis Perkins in 2011 (the first full year following completion of the Acquisition) relates to future actions and circumstances, which, by their nature, involve risks, uncertainties and other factors. |
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These statements do not constitute a profit forecast and should not be interpreted to mean that earnings for that year or any subsequent financial period would necessarily match or be greater than those for any preceding financial period. |
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(2) Travis Perkins reserves the right, at its sole discretion and subject (if required) to agreement with the Panel, to seek to implement the Acquisition by way of an Offer. |
Institutional investors and analysts are invited to attend a presentation at 8.45am (UK time) today at the offices of Credit Suisse, One Cabot Square, Canary Wharf, London, E14 4QJ.
Dial-in details to the presentation are as follows:
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0800 073 0436 |
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International: |
+44 (0)1452 568 442 |
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Conference ID: |
85926911 |
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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 (Joint Financial Adviser) |
+44 (0)20 7102 1000 |
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Michael Pescod Andrew McNaught Oliver Tucker |
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Credit Suisse (Joint Corporate Broker) |
+44 (0)20 7888 8888 |
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John Hannaford Will MacLaren |
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Citi (Joint Corporate Broker) |
+44 (0)20 7986 4000 |
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Andrew Seaton Robert Redshaw |
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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, 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, 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.
Citi, 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 Citi nor for providing advice in connection with the Acquisition or this announcement or any matter referred to herein.
Lazard, 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, 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 in its 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 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.
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 Canada, Australia or Japan or to, or for the account or benefit of, any resident of Australia, Canada or Japan 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 contains '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 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 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 6 July 2010.
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
5 July 2010
PART II
TRAVIS PERKINS PLC
RECOMMENDED CASH AND SHARES ACQUISITION
OF
THE BSS GROUP PLC
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Introduction |
The boards of Travis Perkins and BSS are pleased to announce that agreement has been reached on the terms of a recommended proposal whereby Travis Perkins will acquire, for cash and shares, the entire issued and to be issued share capital of BSS.
The terms of the Acquisition value each BSS Share at 435.8 pence and BSS's issued and to be issued share capital at approximately £557.6 million (based on the Closing Price of 754.5 pence per Travis Perkins Share on 2 July 2010, being the last Business Day before this announcement).
It is currently intended that the Acquisition will be implemented by way of a scheme of arrangement pursuant to Part 26 of the Companies Act 2006, although Travis Perkins reserves the right, at its sole discretion and subject (if required) to agreement with the Panel, to seek to implement the Acquisition by way of an Offer for the entire issued and to be issued share capital of BSS and to make appropriate amendments to the terms of the Acquisition arising from the change to an Offer. Subject to the satisfaction or, where appropriate, waiver of the Conditions, it is expected that the Acquisition will become effective in the middle of the fourth quarter of 2010. Further details in respect of the expected timetable of key events in relation to the Acquisition will be set out in the Scheme Document to be sent to BSS Shareholders.
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Terms of the Acquisition |
Under the terms of the Scheme, which will be subject to the Conditions and further terms set out in Appendix I to this announcement and the full terms and conditions that will be set out in the Scheme Document, BSS Shareholders will be entitled to receive:
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232.91 pence in cash |
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and |
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0.2608 New Travis Perkins Shares |
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and so in proportion for any number of BSS Shares held.
BSS Shareholders also remain entitled to receive and retain the BSS Final Dividend of 6.09 pence per BSS Share as announced in BSS's preliminary results on 25 May 2010. The BSS Final Dividend, subject to BSS Shareholder approval at BSS's annual general meeting, will be payable as at 30 July 2010 to BSS Shareholders on the register of members on 2 July 2010 and the ex-dividend date was 30 June 2010.
In its interim management statement on 2 July 2010, Travis Perkins announced that, in the absence of unforeseen circumstances, it expects to declare an Interim Dividend. Holders of the New Travis Perkins Shares will also be entitled to receive the Interim Dividend subject to certain exceptions as further explained in paragraph 16 below.
A Mix and Match Facility will also be made available pursuant to which BSS Shareholders (other than certain Overseas Persons) may, subject to availability, elect to vary the proportions in which they receive New Travis Perkins Shares and cash in respect of their holdings of BSS Shares. Further details of the Mix and Match Facility are set out in paragraph 11 below.
A Loan Note Alternative will be made available to BSS Shareholders (other than certain Overseas Persons) enabling them to take Loan Notes instead of all or part of the cash to which they would otherwise be entitled, including any additional cash consideration to which they become entitled as a result of an election under the Mix and Match Facility. Further details of the Loan Note Alternative are set out in paragraph 12 below.
Assuming a maximum number of 33.4 million New Travis Perkins Shares will be issued pursuant to the Acquisition, BSS Shareholders will hold Travis Perkins Shares representing approximately 13.8 per cent. of the issued share capital of the Enlarged Group.
Based on the Closing Price of 754.5 pence per Travis Perkins Share on 2 July 2010, being the last Business Day before this announcement, the Acquisition values each BSS Share at approximately 435.8 pence and the issued and to be issued share capital of BSS at approximately £557.6 million. These terms represent a premium of approximately:
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4.7 per cent. to the Closing Price of 416.2 pence for each BSS Share on 2 July 2010, the last Business Day prior to this announcement; and |
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34.1 per cent. to the Closing Price of 325 pence per BSS Share on 27 May 2010, the last Business Day prior to the announcement that the boards of Travis Perkins and BSS were in advanced discussions regarding a possible offer. |
The offer represents a multiple of 10.7 times BSS's adjusted 2010 EBITDA of £61.9 million.
Fractions of New Travis Perkins Shares will not be allotted or issued pursuant to the Scheme. Fractional entitlements to New Travis Perkins Shares will be aggregated and sold in the market and the net proceeds of sale will be distributed pro rata to persons entitled thereto.
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Upon the Scheme becoming Effective: |
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the Scheme Shares will be cancelled and in their place new ordinary shares in the capital of BSS will be issued to Travis Perkins, whereupon BSS will become a private limited company and a wholly-owned subsidiary of Travis Perkins; |
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the cash and/or Loan Notes due to each BSS Shareholder pursuant to the Scheme will be paid or issued to such BSS Shareholder within 14 days of the Effective Date; and |
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the New Travis Perkins Shares will be issued credited as fully paid and will rank pari passu in all respects with the Travis Perkins Shares in issue at the time the New Travis Perkins Shares are issued pursuant to the Acquisition, including the right to receive and retain dividends and other distributions declared, made or paid by reference to a record date falling after the Effective Date. |
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Recommendation |
The BSS Directors, who have been so advised by Lazard and RBS Hoare Govett, consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the BSS Directors, Lazard and RBS Hoare Govett have taken into account the commercial assessments of the BSS Directors. Lazard is acting as the financial adviser to BSS for the purposes of providing independent advice to the BSS Directors on the Acquisition under Rule 3 of the City Code.
Accordingly, the BSS Directors intend unanimously to recommend that BSS Shareholders vote in favour of the resolutions to be proposed at the Scheme Meeting and the BSS General Meeting, as they have irrevocably undertaken to do (or procure to be done) in respect of their own beneficial holdings, amounting in aggregate to 283,648 BSS Shares, representing approximately 0.23 per cent. of BSS's existing issued share capital.
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Background to, and reasons for, the Acquisition |
The Travis Perkins Board has, for some time, believed that further consolidation in the UK building materials merchanting sector offers significant scale benefits in terms of cost savings and improved operational efficiency to those that proactively participate in such consolidation. In addition, Travis Perkins believes that the recession accelerated the long-term trend of customers' increasing use of different distribution channels to source building materials. Travis Perkins believes this trend is set to continue, especially in light of the challenging outlook for public sector spending, albeit in part offset by an uneven private sector recovery. Against this backdrop, Travis Perkins believes there is a powerful strategic logic which underpins a combination of Travis Perkins' plumbing and heating activities with BSS.
Creates leading business in an attractive market
The combination would create the leading plumbing and heating trade and retail distribution business in the UK, in addition to Travis Perkins' leading position in UK heavy side distribution. The Enlarged Group would have complementary strengths across the market, serving installers, plumbers, plumbing contractors and heating and ventilation engineers, providing Travis Perkins with access to new plumbing and heating market segments. In particular, the Acquisition will combine Travis Perkins' scale and strengths, including margin management, with BSS's expertise in sales and marketing. The Enlarged Group would therefore be well positioned to capitalise on the attractive long-term growth drivers of the plumbing and heating market, namely:
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shorter plumbing and heating refurbishment cycles than other construction sectors; |
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a backlog of required upgrading work; |
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rising energy costs, encouraging more fuel efficient systems; |
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the desire to reduce carbon emissions; |
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an increasing need to manage and conserve water resources; and |
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more frequent bathroom upgrade cycles, and 'aspirational' makeovers for bathrooms. |
Purchasing power
The Enlarged Group would have operational and financial size and scale to purchase products more competitively and secure the benefits of the trend towards global sourcing. The combined purchasing of plumbing and heating products through BSS and Travis Perkins' plumbing and heating activities (largely City Plumbing Supplies and Wickes) should provide the Enlarged Group with the opportunity to achieve material procurement gains. Both Travis Perkins and BSS have recently started to expand their global sourcing activities. Plumbing and heating products offer considerable scope for sourcing gains from global sourcing due to their favourable value to freight cost ratio and the establishment and development of low cost manufacturing facilities capable of producing high quality products.
Supply chain
The Enlarged Group should be able to service customers more efficiently both locally and nationally using Travis Perkins' low cost, layered 'route to market' supply chain. Travis Perkins' merchanting division has continued to focus on building relationships with its key branded suppliers and has worked closely with them and Travis Perkins' internal supply chain division to improve product availability within its branch network.
Information technology
The BSS business should benefit from being integrated into Travis Perkins' information technology platform, thereby reducing the reliance on external vendors. Amongst many beneficial software applications, Travis Perkins' information technology platform provides managers with real-time access to valuable information, including data on customer and supplier performance and an array of key performance indicators.
Property
Travis Perkins' medium and long term property strategy should give both businesses access, at a lower cost, to attractive trading locations. Travis Perkins has successfully deployed a strategy of actively managing its property assets to extract maximum value and protect its market position in each catchment. This has included co-locating a number of complementary trade brands onto single 'trade park' sites, which provide attractive single destinations for tradesmen to visit to source materials. This critical mass of differing trade brands, operated by Travis Perkins, provides the opportunity to access attractive property resources and enjoy lower property costs.
Synergies
Having successfully integrated a number of merchanting and retailing businesses into the Travis Perkins Group, Travis Perkins believes that similar success can be achieved through a combination with BSS and that it should be well placed to realise synergies arising from purchasing efficiencies and the removal of central costs.
Travis Perkins believes it can achieve annual pre-tax cost savings in the Enlarged Group of at least £25 million in 2013 (see Note 8, Appendix II). The synergies of £25 million comprise approximately £19 million from purchasing benefits and £6 million from overhead savings. The one-off costs of delivering those savings are expected to be approximately £5 million, the majority of which will be incurred in 2010. In addition, total integration costs of approximately £6 million are expected to be incurred over 2010 and 2011.
In addition to the above cost savings, Travis Perkins believes that the Acquisition will create a number of cross-selling opportunities within the Enlarged Group and generate revenue synergies in areas such as providing heavy side building products to some of BSS's customers, providing specialist plumbing and heating products handled by BSS to some Travis Perkins customers, and providing a wider distribution of plumbing and heating spares from BSS's specialist business in that market to customers of City Plumbing Supplies.
Travis Perkins' integration plan, which will be led by Travis Perkins COO John Carter, has been developed on the basis of previous successful projects, and will involve four phases designed to secure synergies as a priority. Travis Perkins and BSS's plumbing and heating activities will be combined to form a new plumbing and heating division, using the best aspects of both businesses, while BSS's Specialist businesses will be added to Travis Perkins' Specialist division.
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5. |
Background to, and reasons for, recommending the Acquisition |
Over the past five years BSS has become one of the leading businesses in the UK building materials distribution sector. BSS has successfully consolidated and grown its position in the UK plumbing and heating market, becoming one of the leading companies in the sector. Over the same period, BSS has also diversified to become a distributor of specialist products, including tools and accessories, to industrial contractors and industrial end users. Since 2005, revenues have increased by over £600 million from £747 million in the year ended 31 March 2005 to £1,352 million in the year ended 31 March 2010.
The BSS Board believes a combination with Travis Perkins gives its shareholders the opportunity to share in scale benefits and the opportunities presented by the Enlarged Group. While the BSS Board remains confident in the stand-alone prospects for BSS, given the current volatility in the equity markets and the support of major shareholders for the transaction, the BSS Board intends to recommend unanimously that shareholders vote in favour of the Acquisition.
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6. |
Irrevocable undertakings and letters of intent |
BSS Directors who hold Scheme Shares have irrevocably undertaken to vote such Scheme Shares (in aggregate, 283,648 BSS Shares, representing approximately 0.23 per cent. of the existing issued share capital of BSS) in favour of the Acquisition and the Scheme at the Scheme Meeting and in favour of the resolution to be proposed at the BSS General Meeting. Such BSS Directors have also undertaken that, if following this announcement, Travis Perkins decides to implement the Acquisition by means of an Offer instead of by way of the Scheme, they will accept such Offer in respect of their Scheme Shares. These irrevocable undertakings will lapse if the Scheme has not been implemented by 31 December 2010. These undertakings will also cease to be binding if the Scheme is withdrawn or lapses, unless Travis Perkins exercises its right to announce an Offer for the entire issued and to be issued share capital of BSS.
In addition, Travis Perkins has received non-binding letters of intent over, in aggregate, 43,215,554 BSS Shares, representing approximately 34.7 per cent. of BSS's existing issued share capital from Schroder Investment Management Limited, Blackrock Investment Management (UK) Limited, Blackrock International Limited, and AXA Investment Managers UK Limited to vote in favour of the Acquisition and the Scheme at the Scheme Meeting and in favour of the resolution to be proposed at the BSS General Meeting.
Accordingly, Travis Perkins has received irrevocable undertakings and letters of intent on the terms set out above in respect of 283,648 BSS Shares and 43,215,554 BSS Shares respectively, representing, in aggregate, approximately 35.0 per cent. of BSS's existing issued share capital.
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7. |
Information on Travis Perkins |
Travis Perkins is one of the UK's largest builders' merchants and home improvement retailers in terms of revenue and number of branches, operating through seven key brands. The principal activities of the Travis Perkins Group are the distribution and sale of a wide range of general building materials, timber, plumbing and heating products and the hiring of tools to professional builders and contractors and to the general public within the UK.
The Travis Perkins Group's operations are almost entirely based in the UK, with 1,238 branches of its various brands across the country as at 31 December 2009. In 2009, the Travis Perkins Group had an average headcount of 14,528.
The Travis Perkins Group's revenue for the year ended 31 December 2009 was £2.93 billion and it had an operating profit of £257 million with an adjusted operating profit of £225 million. The adjusted profit of the Travis Perkins Group before tax was £180 million and the adjusted earnings per share was 75 pence.
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8. |
Current trading |
Travis Perkins announced an interim management statement on 2 July 2010.
In Travis Perkins' Interim Management Statement in May, it reported a strong rebound in trading following a slow start in the first two months of the year. This trend has continued through the remainder of the first half and Travis Perkins now expects to report a result for the six months to 30 June 2010 ahead of management expectations. The Travis Perkins Group's revenue for the six months ended 30 June 2010 was up by 4.7 per cent., with like-for-like sales up 3.4 per cent.
Like-for-like turnover in the last two months is 10.3 per cent. ahead in merchanting and in the last nine weeks is 1.6 per cent. ahead in retail.
Current trading continues to be ahead of management expectations.
Merchanting
For the six months ended 30 June 2010, merchanting division revenue increased by 6.1 per cent. including like-for-like growth of 5.3 per cent., compared to the same period in 2009. The increase in like-for-like sales was split 4.5 per cent. for general merchanting and 5.8 per cent. for specialist merchanting.
Gross margins remained slightly lower than last year.
Retail
Revenue for Travis Perkins' retail division, on a delivered basis, for the 26-week period ended 30 June 2010, increased by 2.1 per cent., with like-for-like sales declining by 0.4 per cent. compared to the same period in 2009.
Wickes continues to gain market share and maintained gross margins over this period. As previously indicated, the rate of market share gain is expected to begin to abate through 2010 as Wickes' new strategy in the kitchen and bathroom market begins to mature.
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9. |
Information on BSS |
BSS, headquartered in Leicester, is a leading distributor to specialist trades. The principal activities of the BSS Group are the distribution and sale of heating, ventilation and plumbing products, tools and industrial supplies to, amongst others, industrial contractors, domestic plumbers, independent merchants and industrial end users. The BSS Group's businesses operate primarily through three divisions, Domestic, Industrial and Specialist. Its operations are entirely based in the UK (439 branches) and the Republic of Ireland (3 branches).
The BSS Group's revenue for the year ended 31 March 2010 was £1.35 billion and the BSS Group had an adjusted operating profit of £55.0 million with adjusted profit before tax of £49.6 million and an adjusted earnings per share of 28.5 pence.
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10. |
Implementation Agreement |
Travis Perkins and BSS have entered into the Implementation Agreement in relation to the Acquisition which governs their relationship during the period until the Acquisition becomes Effective or lapses or is withdrawn or the agreement is otherwise terminated. The parties have agreed, amongst other things, to co-operate with regard to the process of implementing the Acquisition. The agreement contains certain assurances and confirmations between the parties (including terms regarding the conduct of the business of the BSS Group and the Travis Perkins Group pending completion of the Acquisition).
Break Fee
Each of BSS and Travis Perkins have agreed to pay a break fee of £5,508,669 (such amount being exclusive of any amount in respect of VAT if any, but subject to a reduction to the extent such VAT is not recoverable by the payer) or, if the price per BSS Share pursuant to the Acquisition is revised, one per cent. of the value of BSS at the revised offer price (exclusive of VAT as aforesaid).
Such break fee shall be payable by BSS (the "BSS Break Fee") if:
(i) following the publication of this announcement, and before the Scheme or the Offer (as applicable) lapses, is withdrawn, terminates or otherwise fails or (with the consent of the Panel) is not made, an announcement regarding a Competing Proposal is made and that Competing Proposal, subsequently becomes or is declared unconditional in all respects or is otherwise completed or becomes effective;
(ii) the BSS Directors do not in the Scheme Document unanimously and without qualification recommend the BSS Shareholders to vote in favour of the Scheme at the Scheme Meeting and in favour of the resolution at the BSS General Meeting or, if Travis Perkins elects to implement the Acquisition by means of an Offer, the BSS Directors do not in the Offer Document unanimously and without qualification recommend the BSS Shareholders to accept the Offer and thereafter the Scheme or the Offer (as applicable) lapses, is withdrawn, terminates or otherwise fails or (with the consent of the Panel) is not made or does not proceed other than (i) if the obligation to pay a break fee by Travis Perkins (as referred to below) (the "Travis Perkins Break Fee") has already been triggered; or (ii) following an event that leads to a BSS Protection Condition being invoked by BSS; or
(iii) the BSS Directors withdraw, qualify or adversely modify the BSS Board Recommendation or agree or resolve to recommend a Competing Proposal other than (i) if the obligation to pay the Travis Perkins Break Fee has already been triggered; or (ii) following an event that leads to a BSS Protection Condition being invoked.
For these purposes, BSS deciding to postpone the despatch of the Scheme Document (save to the extent attributable to a breach by Travis Perkins of its obligations under the Implementation Agreement) or postponing or adjourning either the Scheme Meeting and/or the BSS General Meeting shall (save to the extent attributable to any external circumstances beyond the control of BSS including where it is required to do so by the Court, BSS's articles of association, or applicable law or regulation (but not where required to do so by the Court if the adjournment or postponement is procured or instigated by or on behalf of BSS unless necessitated by such external circumstances beyond the control of BSS which makes such adjournment or postponement necessary as a practical matter)) constitute a modification of the BSS Board Recommendation.
The Travis Perkins Break Fee shall be payable if:
(i) the Travis Perkins Board Recommendation is not given or if it is subsequently withdrawn, qualified or adversely modified, in each case other than (i) if the obligation to pay the BSS Break Fee has already been triggered or (ii) following an event that leads to a Condition to the Acquisition (other than a BSS Protection Condition or the Regulatory Condition) being invoked by Travis Perkins; or
(ii) the Regulatory Condition is not satisfied or waived by Travis Perkins ("Non-Satisfaction") on or before the Court hearing to sanction the Scheme (as defined, where applicable, pursuant to the Implementation Agreement) or the Acquisition (or any part of it) is referred to the United Kingdom Competition Commission (a "Reference") save where such Non-Satisfaction or Reference is as a result of BSS not complying with certain obligations specified in the Implementation Agreement.
If a break fee becomes payable, BSS or Travis Perkins (as applicable) shall pay the break fee in immediately available funds (without any deductions or withholding, save only as required by law, and without regard to any lien, right of set-off, counterclaim or otherwise), within five Business Days after the date on which the relevant break fee trigger occurs.
Non-solicitation Undertakings
The Implementation Agreement includes an undertaking from BSS not, directly or indirectly, to solicit, initiate, encourage or otherwise seek to procure any Competing Proposal to the Acquisition. In addition, BSS has agreed to notify Travis Perkins promptly, and in any event, within 24 hours, of any approach made or any circumstances indicating that an approach is likely to be made to BSS in relation to a Competing Proposal and to notify Travis Perkins of the material terms of such Competing Proposal. BSS has also agreed to keep Travis Perkins informed as to the progress of any such Competing Proposal.
Matching Rights
BSS has also agreed with Travis Perkins that, in the event BSS receives a Competing Proposal or a Competing Proposal is announced, the BSS Directors will not (a) accept, approve, recommend or enter into any agreement to implement such Competing Proposal, (b) withhold, withdraw, change, qualify or adversely modify its recommendations or advice to the BSS Shareholders in respect of the Acquisition, or (c) withdraw or fail to proceed with the Scheme, unless Travis Perkins fails to announce within 48 hours (excluding for the purposes of calculating the 48 hour period any hours falling between 6pm on a Friday and 9am on a Monday and any public or bank holidays in England and Wales) following it being notified of such Competing Proposal by BSS its firm intention to improve the terms of the Acquisition, that is, so as to provide for a price per BSS Share which is equal to or more than the price per BSS Share offered under the Competing Proposal or so that such terms otherwise provide financial value to the BSS Shareholders which is equal to or more than the value provided by the Competing Proposal (the "Revised Offer"). If Travis Perkins announces a Revised Offer that provides equal or better value than such Competing Proposal within the 48 hour period, the BSS Board has agreed that the Revised Offer will be the subject of a unanimous and unqualified recommendation by the BSS Board to the BSS Shareholders.
Termination Rights
The Implementation Agreement terminates in certain circumstances, including:
(i) if the Scheme lapses, terminates or is withdrawn unless Travis Perkins has elected to implement the Acquisition by way of an Offer before such lapse, termination or withdrawal (save where (ii) or (iii) applies);
(ii) if the Scheme is not approved by the requisite majority of the BSS Shareholders at the Scheme Meeting or the resolution in connection with the Scheme are not passed by the requisite majority at the BSS General Meeting and Travis Perkins has not elected within five Business Days of the date of the relevant Meeting, to implement the Acquisition by means of the Offer;
(iii) if the Scheme is not sanctioned at the Scheme Court Hearing or the Capital Reduction is not confirmed by the Court at the Capital Reduction Hearing and Travis Perkins has not elected within five Business Days of the date of the relevant Court Hearing to implement the Acquisition by means of the Offer;
(iv) by written notice from either party following the failure of any of the Conditions to be satisfied;
(v) by written notice from BSS to Travis Perkins if the Travis Perkins Board Recommendation referred to in this announcement or contained in the Combined Circular and Prospectus is no longer unanimous and unqualified or is withdrawn, qualified or modified adversely at any time prior to the Travis Perkins General Meeting;
(vi) by written notice from Travis Perkins to BSS if the BSS Board Recommendation is withdrawn, qualified or modified adversely at any time prior to the Effective Date;
(vii) if the Effective Date has not occurred by the Long Stop Date; or
(viii) by written notice from either party if a break fee becomes payable.
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11. |
Terms of the Mix and Match Facility |
BSS Shareholders (other than certain Overseas Persons) will be entitled to elect, subject to availability, to vary the proportions in which they receive New Travis Perkins Shares and cash in respect of their holdings of BSS Shares. However, the total number of New Travis Perkins Shares to be issued and the maximum aggregate amount of cash to be paid under the Scheme will not be varied as a result of elections under the Mix and Match Facility.
Accordingly, elections made by BSS Shareholders under the Mix and Match Facility will only be satisfied to the extent that other BSS Shareholders make off-setting elections. Satisfaction of elections under the Mix and Match Facility will be effected on the basis of the price of a Travis Perkins Share at the time the Scheme Document is despatched and will be confirmed in that document. To the extent that elections cannot be satisfied in full, they will be scaled down on a pro rata basis. As a result, BSS Shareholders who make an election under the Mix and Match Facility will not know the exact number of New Travis Perkins Shares or the amount of cash they will receive until settlement of the consideration due to them in respect of the Acquisition.
The Mix and Match Facility is conditional upon the Acquisition becoming Effective and further details on the Mix and Match Facility will be included in the Scheme Document.
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12. |
The Loan Note Alternative |
A Loan Note Alternative will be made available to BSS Shareholders (other than certain Overseas Persons and Scheme Shareholders in the United States) enabling them to take Loan Notes instead of all or part of the cash to which they would otherwise be entitled, including cash entitlements under the Mix and Match Facility. The Loan Note Alternative will be made available on the basis of £1 nominal value of Loan Notes for every £1 of cash which a BSS Shareholder would otherwise be entitled to receive under the Acquisition.
The Loan Notes will be governed by English law and will be issued, credited as fully paid, in integral multiples of £1 nominal value. All fractional entitlements to the Loan Notes will be disregarded and will not be issued. The Loan Notes will not be transferable other than to relatives and family trusts and no application will be made for them to be listed or dealt in on any stock exchange. The Loan Notes will not be qualifying corporate bonds.
The Loan Notes will bear interest from the date of issue to the relevant holder of the Loan Notes at a rate per annum of 50 basis points below six months sterling LIBOR, subject to the rate payable on the Loan Notes always being not less than nil. Interest will be payable by half-yearly instalments in arrears (less any tax required by law to be withheld or deducted therefrom) on 31 March and 30 September in each year from 2011 onwards (or, if such date is not a Business Day, on the first Business Day thereafter). The Loan Notes will be redeemable at par (together with accrued interest less any tax required by law to be withheld or deducted therefrom) in whole or in part, for cash at the option of the noteholders on 31 March 2011 and subsequently semi-annually on 31 March and 30 September in each year (or, if such date is not a Business Day, on the first Business Day thereafter). In certain circumstances, Travis Perkins will have the right to redeem all of the Loan Notes. If not previously redeemed, the final redemption date will be 30 September 2015.
No Loan Notes will be issued unless, on or before the Reorganisation Record Time, valid elections have been received in respect of at least £4 million in nominal value of Loan Notes. If insufficient elections are received, BSS Shareholders electing for the Loan Note Alternative will instead receive cash in accordance with the terms of the Acquisition. If at any time after 31 March 2011, the outstanding nominal amount of Loan Notes equals or is less than 25 per cent. of the total amount of Loan Notes issued, Travis Perkins will be entitled to redeem all of the then outstanding Loan Notes.
The Loan Note Alternative will be conditional upon the Acquisition becoming Effective. Full details of the Loan Note Alternative will be contained in the Scheme Document and the appropriate form of election. The Loan Notes are not being offered to Overseas Persons.
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13. |
Financial effects of the Acquisition |
Travis Perkins is confident that the Acquisition will produce attractive returns for shareholders in excess of Travis Perkins' cost of capital in the first full year of ownership. Furthermore, Travis Perkins believes that the Acquisition will deliver materially enhanced earnings in 2011, the first full year after completion of the Acquisition (see Note 9, Appendix II).
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14. |
Financing |
The cash consideration payable to BSS Shareholders pursuant to the Acquisition will be provided by Travis Perkins from its debt facility provided by its existing relationship banks.
HSBC and Nomura are satisfied that sufficient resources are available to Travis Perkins to satisfy in full the cash consideration payable pursuant to the Acquisition.
Further information on the financing of the Acquisition will be set out in the Scheme Document.
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15. |
Dividend policy |
As announced in Travis Perkins' interim management statement on 2 July 2010, given Travis Perkins' trading performance in the first half it now anticipates recommencing the payment of dividends although initially it will be basing this off a conservative level of cover. In the absence of unforeseen circumstances Travis Perkins expects to declare an interim dividend of 5 pence per share when it announces its interim results for the six months to 30 June 2010 on 29 July 2010. Travis Perkins' objective is to grow the dividend ahead of earnings to reduce the current level of cover over the medium term.
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16. |
The New Travis Perkins Shares |
The New Travis Perkins Shares to be issued pursuant to the Acquisition will be ordinary shares of 10 pence each in the capital of Travis Perkins. The New Travis Perkins Shares will be issued in registered form, will be capable of being held in both certificated and uncertificated form, will be issued credited as fully paid and will rank pari passu in all respects with the existing Travis Perkins Shares.
BSS Shareholders will, to the extent taking New Travis Perkins Shares, be entitled to receive the Interim Dividend if it is paid to the holders of Travis Perkins Shares generally and if the Effective Date occurs and the BSS Shareholders have been issued New Travis Perkins Shares on or before the Record Date. If the Acquisition is being made by way of Scheme and if the Effective Date has not occurred and the BSS Shareholders have not been issued New Travis Perkins Shares on or before the Record Date, the BSS Shareholders will, to the extent they are taking New Travis Perkins Shares, receive an amount equal to the Interim Dividend they would have received had the Effective Date occurred and the New Travis Perkins Shares been issued on or before the Record Date. Such amount shall be paid by BSS by way of interim dividend immediately prior to the Effective Date (provided if the Acquisition is switched from a Scheme to an Offer, a payment equal to the Interim Dividend will be made by Travis Perkins to the BSS Shareholders, to the extent they are taking New Travis Perkins Shares, as additional consideration instead). However, any such payment, whether pursuant to a Scheme or Offer, shall only be made if the delay to the Acquisition would not have occurred but for either:
(a) a delay in satisfying the Regulatory Condition (other than where due to BSS not complying with its obligations under the Implementation Agreement); or
(b) a breach of the Implementation Agreement by Travis Perkins or an act or omission of Travis Perkins with the sole or dominant motive of avoiding making payment to BSS Shareholders of the Interim Dividend.
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17. |
Management and employees of BSS |
Travis Perkins attaches great importance to the skills and experience of the existing management and employees of BSS. Travis Perkins believes that the Enlarged Group's prospects for growth should lead to increased employment opportunities.
The Travis Perkins Board has also given assurances to the BSS Board that, following the Acquisition becoming Effective, the existing contractual employment rights, including pension rights, of all employees of the BSS Group will be fully safeguarded.
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18. |
Disclosure of interests in BSS |
Save for the arrangements with BSS Shareholders in relation to irrevocable undertakings summarised in paragraph 6 above and save for the shares owned by Paul Hampden Smith and his wife referred to below, as at the close of business on 2 July 2010, being the latest practicable date prior to the date of this announcement, neither Travis Perkins nor any Travis Perkins Director nor, so far as Travis Perkins is aware, any person acting in concert with Travis Perkins, owns or controls any BSS Shares or any securities convertible or exchangeable into, or any rights to subscribe for or purchase, or any options (including traded options) to purchase or any short positions (whether conditional or absolute and whether in the money or otherwise and including under a derivative), agreement to sell, delivery obligation or right to require another person to take delivery of or any derivatives referenced to BSS Shares nor does any such person have any arrangement in relation to BSS Shares. For these purposes, "arrangement" includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to BSS Shares which may be an inducement to deal or refrain from dealing in such BSS Shares.
Travis Perkins made its Opening Position Disclosure on 11 June 2010; in so doing, Travis Perkins inadvertently did not disclose the beneficial ownership of Paul Hampden Smith (a Travis Perkins Director) and his wife in 6,270 BSS Shares (representing 0.00300 per cent. of BBS's issued share capital).
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19. |
BSS Share Schemes |
The Acquisition will, as described in paragraph 2 above, extend to all BSS Shares issued upon the exercise of the options and/or the vesting of awards under the BSS Share Schemes before the Scheme becomes Effective. Appropriate proposals will be made in due course to participants in the BSS Share Schemes.
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20. |
Regulatory Clearance |
It is anticipated that the Acquisition will be reviewed by the Office of Fair Trading, under the merger control provisions of the Enterprise Act 2002. Travis Perkins believes that there should be no material competition issues and that the Acquisition will be approved at the end of a first phase review process.
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21. |
BSS Pensions |
The BSS Group operates three defined benefit pension schemes all of which were closed to new entrants (as detailed below). At 31 March 2010, the aggregate gross deficit of the BSS Schemes on an IAS19 basis was £26.2 million (31 March 2009: gross deficit £30.9 million). The net deficit after allowing for deferred tax was £18.8 million (2009: net deficit £22.2 million).
The most recent actuarial valuations in respect of each of the BSS Schemes showed:
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in respect of the BSS Group Scheme (closed to new members as of 1 March 2002), as at February 2010, a gross deficit on an ongoing basis of £20.6 million. As a result, BSS agreed to make annual additional contributions to the BSS Group Scheme of £3.15 million per annum, increasing by £150,000 per annum until April 2016, then reducing to £2.6m in April 2017, £2.7m in April 2018 and a final payment of £1.3m is payable in the year to April 2019; |
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in respect of the Tricom Scheme (closed to new members as regards defined benefits entitlements as of 6 October 2001), as at 5 April 2008 a deficit on an ongoing basis of £353,000 and a recovery plan was put in place to close this over a six year period with contributions of £71,400 per annum; and |
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in respect of the BSS Ireland Scheme (closed to new members as of 1 December 2003), as at 30 June 2007 the value of the assets of the BSS Ireland Scheme on a winding up basis was €7.9 million. No subsequent full actuarial valuation has been prepared, but a provisional valuation as at 1 July 2009 estimated an indicative deficit of €3.1 million. |
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22. |
Settlement, listing and dealing of New Travis Perkins Shares |
It is intended that applications will be made to the UKLA and to the London Stock Exchange for the New Travis Perkins Shares to be issued in connection with the Acquisition to be admitted to the Official List and to trading on the London Stock Exchange's main market for listed securities. It is expected that admission of the New Travis Perkins Shares to the Official List and to trading on the London Stock Exchange's main market for listed securities will become effective, and that dealings for normal settlement in the New Travis Perkins Shares will commence, on the date on which the Scheme becomes Effective.
The existing Travis Perkins Shares are already admitted to CREST. It is expected that all of the New Travis Perkins Shares, when issued and fully paid, will be capable of being held and transferred by means of CREST. It is expected that the New Travis Perkins Shares will trade under ISIN GB0007739609.
Further details on listing, dealing and settlement will be included in the Scheme Document.
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23. |
Implementation of the Scheme and cancellation of listing |
It is currently intended that the Acquisition will be effected by means of a scheme of arrangement of BSS under Part 26 of the Companies Act 2006. The procedure involves an application by BSS to the Court to sanction the Scheme and confirm the Capital Reduction. In consideration for the cancellation of their BSS Shares, BSS Shareholders, who are Scheme Shareholders, will receive cash and/or Loan Notes and/or New Travis Perkins Shares as outlined in paragraph 2 above. Following the implementation of the Scheme, BSS will become a private limited, wholly-owned subsidiary of Travis Perkins.
Travis Perkins and BSS have agreed that Travis Perkins may, if it so determines in its absolute discretion (subject to the consent of the Panel), implement the Acquisition by making an Offer for the entire issued and to be issued ordinary share capital of BSS. The BSS Directors have confirmed that, in the event that Travis Perkins determines to implement the Acquisition by way of an Offer, the BSS Directors will recommend, on a unanimous and unqualified basis, that BSS Shareholders accept the Offer except to the extent that the BSS Directors have unanimously determined, acting reasonably and in good faith, that such unanimous and unqualified recommendation should not be given or should be withdrawn, qualified or adversely modified in compliance with their duties under chapter 2 of Part 10 of the Companies Act 2006 or under Rule 3.1 of the City Code, provided that the BSS Directors first obtained and had regard to reputable legal and financial advice.
To become effective, the Scheme requires, amongst other things, the approval of a majority in number of the Scheme Shareholders present and voting in person or by proxy at the Scheme Meeting, representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders, together with the sanction of the Court and the passing of the resolution necessary to implement the Scheme at the BSS General Meeting. Following the Meetings, the Scheme must be sanctioned and the Capital Reduction confirmed by the Court, and will only become effective on delivery to the Registrar of Companies of a copy of the Scheme Court Order and a copy of the Reduction Court Order and, in the case of the Reduction Court Order, if so ordered by the Court in order to take effect, it being delivered to the Registrar of Companies together with the Statement of Capital attached to it. Upon the Scheme becoming effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Meetings.
In addition, the implementation of the Scheme will require separate approval by the passing of a special resolution at the BSS General Meeting, inter alia, to:
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authorise the BSS Directors to take such action as they consider necessary or appropriate to effect the Scheme; |
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reclassify and subsequently cancel any existing BSS Shares (other than BSS Shares already held by Travis Perkins (if any)) and approve the issue of new ordinary shares in BSS to Travis Perkins (and/or its nominee(s)) in accordance with the Scheme; and |
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amend BSS's articles of association to ensure that the BSS Shares issued under the BSS Share Schemes will be subject to the Scheme or, if issued following the Reorganisation Record Time, will be automatically transferred to Travis Perkins on the same terms as under the Scheme. |
The BSS General Meeting will be held directly after the Scheme Meeting.
If the Scheme becomes Effective, it will be binding on all Scheme Shareholders irrespective of whether or not they attend or vote in favour of the Scheme at the Scheme Meeting or in favour of the special resolution to be proposed at the BSS General Meeting. Prior to the Scheme becoming Effective, Travis Perkins intends to apply to the Financial Services Authority for the listing of BSS Shares to be cancelled and to the London Stock Exchange for the BSS Shares to cease to be admitted to trading on the London Stock Exchange's market for listed securities. As part of the Acquisition, it is intended that BSS be re-registered as a private company on the Effective Date.
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24. |
Travis Perkins Shareholder Approval |
As a result of the size of the transaction, the Acquisition constitutes a Class 1 transaction (as defined in the Listing Rules) for Travis Perkins. Accordingly, Travis Perkins will be required to seek the approval of its shareholders for the Acquisition at the Travis Perkins General Meeting. Travis Perkins will prepare and send to its shareholders, as soon as is reasonably practicable, an explanatory circular summarising the background to and reasons for the Acquisition (which will include a notice convening the Travis Perkins General Meeting and will be contained within the Combined Circular and Prospectus). The Acquisition will be conditional on, among other things, the requisite resolution being passed by the Travis Perkins Shareholders at the Travis Perkins General Meeting.
Travis Perkins will be required to publish a Combined Circular and Prospectus in connection with the issue of the New Travis Perkins Shares. The Combined Circular and Prospectus will contain information relating to, amongst other things, the Enlarged Group and the New Travis Perkins Shares.
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25. |
Overseas Persons |
The availability of New Travis Perkins Shares and the Loan Notes under the terms of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction. Such persons should inform themselves about and observe any applicable requirements. Further details in relation to Overseas Persons will be contained in the Scheme Document.
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26. |
Documentation |
The formal documentation setting out the details of the Acquisition, including the Scheme Document setting out the procedures to be followed to approve the Scheme, with the forms of proxy for use in connection with the Scheme Meeting and the BSS General Meeting and the form of election under which BSS Shareholders can elect for varying proportions of cash, Loan Notes and New Travis Perkins Shares under the Mix and Match Facility and the Loan Note Alternative, together with the Combined Circular and Prospectus relating to Travis Perkins and the New Travis Perkins Shares, will be posted to BSS Shareholders and, for information only, to participants in the BSS Share Schemes as soon as is reasonably practicable and, in any event within 28 days of the date of this announcement (or such later date as Travis Perkins and BSS may, with the consent of the Panel, agree).
With the consent of the Panel, there may be a short delay in posting the Scheme Document to BSS Shareholders. The Scheme Document will be posted by 2 August 2010 at the latest (except where the Panel otherwise consent to any further delay).
At the same time as these documents are sent to BSS Shareholders, the Combined Circular and Prospectus convening the Travis Perkins General Meeting will be sent to Travis Perkins Shareholders.
The Scheme Document will include full details of the Scheme, together with notices of the Scheme Meeting and the BSS General Meeting and the expected timetable, and will specify the necessary action to be taken by the Scheme Shareholders.
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27. |
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 6 July 2010.
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28. |
Investor and Analyst Presentation |
Institutional investors and analysts are invited to attend a presentation at 8.45am (UK time) today at the offices of Credit Suisse, One Cabot Square, Canary Wharf, London, E14 4QJ.
Dial-in details to the presentation are as follows:
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UK: |
0800 073 0436 |
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International: |
+44 (0)1452 568 442 |
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Conference ID: |
85926911 |
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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 (Joint Financial Adviser) |
+44 (0)20 7102 1000 |
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Michael Pescod Andrew McNaught Oliver Tucker |
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Credit Suisse (Joint Corporate Broker) |
+44 (0)20 7888 8888 |
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John Hannaford Will MacLaren |
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Citi (Joint Corporate Broker) |
+44 (0)20 7986 4000 |
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Andrew Seaton Robert Redshaw |
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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, 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, 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.
Citi, 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 Citi nor for providing advice in connection with the Acquisition or this announcement or any matter referred to herein.
Lazard, 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, 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.
The sources and bases of information set out in this announcement are contained in Appendix II. The definitions of certain expressions used in this announcement are contained in Appendix III.
THIS ANNOUNCEMENT IS NOT A PROSPECTUS. IT 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. ANY ACCEPTANCE OR RESPONSE TO THE ACQUISITION SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION REFERRED TO IN THE SCHEME DOCUMENT AND THE COMBINED CIRCULAR AND PROSPECTUS.
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. Any acceptance or other response to the proposals should be made only on the basis of the information in the Scheme Document and the Combined Circular and Prospectus. Copies of these documents will, from the date of posting to BSS Shareholders or Travis Perkins Shareholders (as appropriate), be available for inspection at the Document Viewing Facility which is situated at The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.
Copies of the Scheme Document and the Combined Circular and Prospectus will, from the date of posting to BSS Shareholders or Travis Perkins Shareholders (as appropriate), be available for inspection by Travis Perkins Shareholders at the offices of Travis Perkins plc, Lodge Way House, Lodge Way, Harleston Road, Northampton, NN5 7UG during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) and at the offices of Slaughter and May, One Bunhill Row, London, EC1Y 8YY during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted).
Copies of the Scheme Document and the Combined Circular and Prospectus will, from the date of posting to BSS Shareholders or Travis Perkins Shareholders (as appropriate), be available for inspection by BSS Shareholders at the offices of The BSS Group plc, Fleet House, Lee Circle, Leicester, Leicestershire, LE1 3QQ during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) and at the offices of Hammonds LLP, 7 Devonshire Square, London, EC2M 4YH during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted).
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.
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 Canada, Australia or Japan or to, or for the account or benefit of, any resident of Australia, Canada or Japan 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 or sold 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 contains '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 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 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.
APPENDIX I
CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE ACQUISITION
PART A
Conditions to the Acquisition
1. The Acquisition will be conditional upon the Scheme becoming unconditional and becoming Effective by no later than 31 December 2010, or such later date (if any) as Travis Perkins and BSS may, with the consent of the Panel, agree and the Court may allow.
2. The Scheme will be conditional upon:
(A) its approval by a majority in number representing not less than three-fourths in value of the Scheme Shareholders (or the relevant class or classes thereof, if applicable) present and voting, either in person or by proxy, at the Scheme Meeting and at any separate class meeting which may be required by the Court or at any adjournment of any such meeting; and
(B) all resolutions necessary to approve and implement the Scheme being duly passed by the requisite majority or majorities at the BSS General Meeting or at any adjournment of that meeting; and
(C) the sanction of the Scheme with or without modification (but subject to any such modification being acceptable to Travis Perkins and BSS) and the confirmation of the Capital Reduction by the Court and:
(i) the delivery of an office copy of each of the Court Orders and the Statement of Capital to the Registrar of Companies in England and Wales; and
(ii) if so ordered by the Court in order to take effect, the registration of the Court Order effecting the Capital Reduction and the Statement of Capital by the Registrar of Companies in England and Wales.
3. In addition, Travis Perkins and BSS have agreed that the Acquisition will be conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme Effective will not be taken unless the following Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:
(A) the Office of Fair Trading in the United Kingdom indicating, in terms reasonably satisfactory to Travis Perkins, that it is not the intention of the Office of Fair Trading or the appropriate Minister to refer the proposed acquisition of BSS by Travis Perkins or any matter arising therefrom or related thereto to the Competition Commission and the deadline for appealing the relevant decision to the Competition Appeal Tribunal having expired with no appeal having been lodged beforehand ("OFT Clearance"). For the purposes of this paragraph 3(A), OFT Clearance shall be deemed to be in terms reasonably satisfactory to Travis Perkins if, and only if, it does not involve any undertakings, commitments, divestments, conditions, obligations or measures which affect or involve businesses accounting in aggregate for more than £35 million in turnover in the calendar year 2009;
(B) the passing at a Travis Perkins General Meeting (or at any adjournment thereof) of such resolution or resolutions as are necessary to approve, implement and effect the Acquisition and the acquisition of any BSS Shares including a resolution to authorise the creation and allotment of New Travis Perkins Shares;
(C) the admission to the Official List of the New Travis Perkins Shares to be issued in connection with the Acquisition becoming effective in accordance with the Listing Rules and the admission of such shares to trading becoming effective in accordance with the Admission and Disclosure Standards of the London Stock Exchange or if Travis Perkins so determines (and subject to the consent of the Panel) the UKLA agreeing to admit such shares to the Official List and the London Stock Exchange agreeing to admit such shares to trading subject only to (i) the allotment of such shares and/or (ii) the Acquisition becoming Effective;
(D) except as Disclosed, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider BSS Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, which in consequence of the Scheme or Offer or the proposed acquisition of any shares or other securities in BSS or because of a change in the control or management of BSS or otherwise, could in respect of sub-paragraph (i) below, or might reasonably be expected to in respect of sub-paragraph (ii) to (viii) below, result in to an extent which is material in the context of the Wider BSS Group as a whole:
(i) any moneys borrowed by or any other indebtedness (actual or contingent) of, or grant available to any such member, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;
(ii) any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken or arising thereunder;
(iii) any assets or interests of any such member being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged otherwise than in the ordinary course of business;
(iv) 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 such member;
(v) the rights, liabilities, obligations or interests of any such member in, or the business of any such member with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected;
(vi) the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected;
(vii) any such member ceasing to be able to carry on business under any name under which it presently does so; or
(viii) the creation of any liability, actual or contingent, by any such member otherwise than in the ordinary course of business,
and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider BSS Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, could result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (viii) of this Condition, in any such case to an extent which is material in the context of the Wider BSS Group as a whole;
(E) (excluding any anti-trust or merger control clearances in respect of the Acquisition, in relation to which Condition 3(A) above only shall apply) no government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution or any other body or person whatsoever in any jurisdiction (each a "Third Party") having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or enacted, made or proposed any statute, regulation, decision or order, or having taken any other steps which would or might reasonably be expected to:
(i) require, prevent or delay the divestiture, or materially alter the terms envisaged for any proposed divestiture by any member of the Wider Travis Perkins Group or any member of the Wider BSS Group of all or any portion of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own any of their respective assets or properties or any part thereof, which in any case is material in the context of the Wider Travis Perkins Group or the Wider BSS Group, in either case, taken as a whole;
(ii) require, prevent or delay the divestiture by Travis Perkins Group of any shares or other securities in BSS which is material in the context of the Wider Travis Perkins Group taken as a whole;
(iii) impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Travis Perkins Group directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider BSS Group or the Wider Travis Perkins Group or to exercise management control over any such member;
(iv) otherwise materially adversely affect the business, assets, profits or prospects of any member of the Wider Travis Perkins Group or of any member of the Wider BSS Group in a manner which is adverse to and material in the context of the Wider Travis Perkins Group or the Wider BSS Group, in either case, taken as a whole;
(v) make the Acquisition or its implementation or the acquisition or proposed acquisition by Travis Perkins or any member of the Wider Travis Perkins Group of any shares or other securities in, or control of BSS void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, materially restrain, restrict, prohibit, delay or otherwise materially interfere with the same, or impose material additional conditions or obligations with respect thereto, or otherwise challenge or interfere therewith;
(vi) require any member of the Wider Travis Perkins Group or the Wider BSS Group to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider BSS Group or the Wider Travis Perkins Group owned by any third party (other than in the implementation of the Acquisition), which is material in the context of the Wider BSS Group taken as a whole;
(vii) impose any limitation on the ability of any member of the Wider BSS Group to co-ordinate its business, or any part of it, with the businesses of any other members, which is material in the context of the Wider BSS Group taken as a whole; or
(viii) result in any member of the Wider BSS Group ceasing to be able to carry on business under any name under which it presently does so, which is material in the context of the Wider BSS Group taken as a whole,
and all applicable waiting and other time periods during which any such Third Party could institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any BSS Shares having expired, lapsed or been terminated;
(F) (excluding any anti-trust or merger control clearances in respect of the Acquisition, in relation to which Condition 3(A) above only shall apply), all necessary filings or applications having been made in connection with the Acquisition and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Acquisition or the acquisition by any member of the Wider Travis Perkins Group of any shares or other securities in, or control of, BSS and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals reasonably deemed necessary or appropriate by Travis Perkins or any member of the Wider Travis Perkins Group for or in respect of the Acquisition or the proposed acquisition of any shares or other securities in, or control of, BSS by any member of the Wider Travis Perkins Group having been obtained in terms and in a form reasonably satisfactory to Travis Perkins from all appropriate Third Parties or persons with whom any member of the Wider BSS Group has entered into contractual arrangements and all such authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals together with all authorisations, orders, recognitions, grants, licences, confirmations, clearances, permissions and approvals necessary or appropriate to carry on the business of any member of the Wider BSS Group which is material in the context of the Travis Perkins Group or the BSS Group as a whole remaining in full force and effect and all filings necessary for such purpose have been made and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Acquisition becomes otherwise unconditional and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;
(G) except as Disclosed, no member of the Wider BSS Group having, since 31 March 2010:
(i) save as between BSS and wholly-owned subsidiaries of BSS or for BSS Shares issued pursuant to the exercise of options granted under the BSS Share Schemes, issued, authorised or proposed the issue of additional shares of any class;
(ii) save as between BSS and wholly-owned subsidiaries of BSS or for the grant of options under the BSS Share Schemes, issued or agreed to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;
(iii) other than to another member of the BSS Group, 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, save for the BSS Final Dividend;
(iv) save for intra-BSS Group transactions, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinary course of business, which is material in the context of the Wider BSS Group taken as a whole;
(v) save for intra-BSS Group transactions, made or authorised or proposed or announced an intention to propose any change in its loan capital;
(vi) save for intra-BSS Group transactions, issued, authorised or proposed the issue of any debentures or to an extent which is material in the context of the Wider BSS Group taken as a whole save for intra-BSS Group transactions or save in the ordinary course of business, incurred or increased any indebtedness or become subject to any contingent liability;
(vii) save for intra-BSS Group transactions, purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;
(viii) save for intra-BSS Group transactions, implemented, or authorised, proposed or announced its intention to implement, any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business;
(ix) entered into or changed the terms of any contract with any director or Senior Executive;
(x) entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or could reasonably be expected to be materially restrictive on the businesses of any member of the Wider BSS Group or the Wider Travis Perkins Group or which involves or could involve an obligation of such a nature or magnitude or which is other than in the ordinary course of business and which is material in the context of the Wider BSS Group taken as a whole;
(xi) (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or (to an extent which is material in the context of the Wider BSS Group taken as a whole) had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed;
(xi) waived or compromised any claim otherwise than in the ordinary course of business which is in each case material in the context of the Wider BSS Group;
(xii) having made or agreed or consented to any material change to:
(1) the terms of the trust deeds constituting the pension schemes established by any member of the Wider BSS Group for its directors, employees or their dependents;
(2) the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder;
(3) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or
(4) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made;
(xiii) proposed, agreed to provide or modified the terms of any share option scheme or incentive scheme relating to the employment or termination of employment of any person employed by the Wider BSS Group;
(xiv) proposed, agreed to provide or modified the general terms of any other benefit relating to the employment of any person employed by the Wider BSS Group (other than any changes to the remuneration (including any bonuses) payable to individuals (other than any BSS Director or any other Senior Executive) to the extent reasonably necessary to secure their continued employment by the Wider BSS Group); or
(xv) entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events referred to in this condition;
(H) except as Disclosed, since 31 March 2010:
(i) no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects of any member of the Wider BSS Group which is material in the context of the Wider BSS Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider BSS Group is or may become a party (whether as a claimant, defendant or otherwise) and no investigation by any Third Party against or in respect of any member of the Wider BSS Group having been instituted announced or threatened by or against or remaining outstanding in respect of any member of the Wider BSS Group which in any such case might reasonably be expected to adversely affect any member of the Wider BSS Group, to an extent which is material in the context of the Wider BSS Group taken as a whole;
(iii) no contingent or other liability having arisen or become apparent to Travis Perkins which would have or would be likely to have a material adverse effect on the Wider BSS Group; and
(iv) no steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider BSS Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which is reasonably likely to adversely affect the Wider BSS Group taken as a whole;
(I) except as Disclosed, Travis Perkins not having discovered:
(i) that any financial, business or other information concerning the Wider BSS Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Wider BSS Group is materially misleading, contains a material misrepresentation of fact or omits to state a material fact necessary to make that information not misleading (and which was not subsequently corrected by being Disclosed);
(ii) that any member of the Wider BSS Group, any partnership, company or other entity in which any member of the Wider BSS Group has a significant economic interest and which is not a subsidiary undertaking of BSS is subject to any liability (contingent or otherwise) which is not disclosed in the annual report and accounts of BSS for the year ended 31 March 2010 and which is material in the context of the Wider BSS Group taken as a whole; or
(iii) any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider BSS Group and which is material in the context of the Wider BSS Group taken as a whole,
(J) except as Disclosed, Travis Perkins not having discovered that:
(i) any past or present member of the Wider BSS Group has failed to comply with any and/or all applicable legislation or regulation, of any jurisdiction with regard to the disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health or animal health or otherwise relating to environmental matters, or that there has otherwise been any such disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations, and wherever the same may have taken place) any of which disposal, spillage, release, discharge, leak or emission would be likely to give rise to any liability (actual or contingent) on the part of any member of the Wider BSS Group and which is material in the context of the Wider BSS Group taken as a whole; or
(ii) there is, or is likely to be, for that or any other reason whatsoever, any liability (actual or contingent) of any past or present member of the Wider BSS Group to make good, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the Wider BSS Group, under any environmental legislation, regulation, notice, circular or order of any government, governmental, quasi-governmental, state or local government, supranational, statutory or other regulatory body, agency, court, association or any other person or body in any jurisdiction and which is material in the context of the Wider BSS Group taken as a whole;
(K) except as Disclosed, since 31 December 2009, no member of the Travis Perkins Group having:
(i) entered into any transaction (other than the Acquisition) which would be classified as a Class 1 transaction for it under the Listing Rules of the UKLA;
(ii) save as between Travis Perkins and wholly-owned subsidiaries of Travis Perkins or for Travis Perkins Shares issued pursuant to the exercise of options granted under the Travis Perkins employee share schemes, issued or authorised the issue of additional shares of any class;
(iii) save as between Travis Perkins and wholly-owned subsidiaries of Travis Perkins or for the grant of options under the Travis Perkins employee share schemes, issued or agreed to issue or authorised the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;
(iv) other than the Interim Dividend or to another member of the Travis Perkins Group, 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;
(v) entered into any new debt facilities (excluding any hire purchase arrangements or finance leases) in aggregate in excess of £100 million.
(L) No event or events having occurred or matter being discovered since the date of this announcement that result in the Travis Perkins Board reasonably believing after consulting with the BSS Board, as reasonably practicable, that the Travis Perkins Group's consolidated profit after tax for the year ending 31 December 2010 (excluding, for these purposes, the results of the BSS Group) will be less than £118.6 million and for these purposes an adjustment shall be made to eliminate:
(i) any impact on the Travis Perkins Group's financial performance attributable to any change in national or international financial, political, economic or market conditions, outbreak or escalation of hostilities or acts of terrorism or other calamity or crisis or attributable to any change which affects businesses generally that operate in the same sector as the BSS Group and the Travis Perkins Group;
(ii) costs or charges incurred in connection with, or for the purposes of, the Acquisition;
(iii) amortisation or impairment charges not known to the Travis Perkins Board at the date of this announcement made in respect of goodwill or other intangible or tangible fixed assets;
(iv) charges arising from the ineffectiveness for accounting purposes of derivative financial instruments; and
(v) any non‑recurring or exceptional items, not known to the Travis Perkins Board at the date of this announcement, which shall be dealt with in a manner consistent with the accounting principles and practices adopted for the purposes of the preparation of Travis Perkins' statutory consolidated accounts for the period ended 31 December 2009.
For the purposes of these Conditions the "Wider BSS Group" means BSS and its subsidiary undertakings, associated undertakings and any other undertaking in which BSS and/or such undertakings (aggregating their interests) have a significant interest and the "Wider Travis Perkins Group" means Travis Perkins and its subsidiary undertakings, associated undertakings and any other undertaking in which Travis Perkins and/or such undertakings (aggregating their interests) have a significant interest and for these purposes "subsidiary undertaking" and "undertaking" have the meanings given by the Companies Act 2006, "associated undertaking" has the meaning given by paragraph 19 of Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 other than paragraph 19(1)(b) of Schedule 6 to those Regulations which shall be excluded for this purpose, and "significant interest" means a direct or indirect interest in ten per cent. or more of the equity share capital (as defined in the Companies Act 2006).
Subject to the requirements of the Panel in accordance with the City Code, Travis Perkins may invoke any of the Conditions save for Conditions 3(K) or (L) (which may not be invoked or waived by Travis Perkins). Travis Perkins reserves the right to waive, in whole or in part, all or any of Conditions above, except for Conditions 2 and 3(B), (C), (K) and (L).
Subject to the requirements of the Panel in accordance with the City Code, BSS may invoke or waive (in whole or in part) Conditions 3(K) and/or (L).
If Travis Perkins is required by the Panel to make an Offer for BSS Shares under the provisions of Rule 9 of the Code, Travis Perkins may make such alterations to any of the above Conditions as are necessary to comply with the provisions of that Rule.
Unless the Panel otherwise consents, the Acquisition will not proceed and the Scheme will not become effective if, after the date of this announcement and before the BSS General Meeting, the Acquisition is referred to the Competition Commission.
Travis Perkins reserves the right to elect (with the consent of the Panel) to implement the Acquisition by way of an Offer as it may determine in its absolute discretion. In such event, such Offer will be implemented on the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments to reflect the change in method of effecting the Acquisition including (without limitation and subject to the consent of the Panel) an acceptance condition set at 90 per cent. (or such lesser percentage, being more than 50 per cent., as Travis Perkins may decide): (i) in nominal value of the shares to which such Offer relates; (ii) of the voting rights attached to those shares; and (iii) of the voting rights normally exercisable at a general meeting of BSS, including, for this purpose, any such voting rights attaching to BSS Shares that are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.
The availability of the Acquisition 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.
The Acquisition will be governed by English law and be subject to the jurisdiction of the English courts and to the Conditions set out below and in the formal Scheme Document. The Acquisition will comply with the applicable rules and regulations of the Financial Services Authority and the London Stock Exchange and the Code.
PART B
Certain further terms of the Acquisition
Fractions of New Travis Perkins Shares will not be allotted or issued to persons accepting the Acquisition. Fractional entitlements to New Travis Perkins Shares will be aggregated and sold in the market and the net proceeds of sale distributed pro rata to persons entitled thereto.
The Acquisition 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, the United States, Canada, Japan or Australia and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within the United States, Canada, Japan or Australia.
The New Travis Perkins Shares to be issued pursuant to the Offer have not been and will not be registered under the US Securities Act of 1933 (as amended) nor under any of the relevant securities laws of Canada, Japan or Australia. Accordingly, the New Travis Perkins Shares may not be offered, sold or delivered, directly or indirectly, in the United States, Canada, Japan or Australia nor to any United States person, except pursuant to exemptions from applicable requirements of any such jurisdiction.
The New Travis Perkins Shares will be issued credited as fully paid and will rank pari passu in all respects with the existing Travis Perkins Shares. Applications will be made to the UKLA for the New Travis Perkins Shares to be admitted to the Official List and to the London Stock Exchange for the New Travis Perkins Shares to be admitted to trading.
BSS Shares which will be acquired pursuant to the Acquisition 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 the date of this announcement other than the BSS Final Dividend of 6.09 pence per BSS Share which will be payable as at 30 July 2010 to BSS Shareholders on the register of members on 2 July 2010 and the ex-dividend date was 30 June 2010.
APPENDIX II
SOURCES AND BASES
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1. |
Unless otherwise stated: |
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* |
financial information relating to Travis Perkins has been extracted or provided (without material adjustment) from the audited annual report and accounts for Travis Perkins for the year ended 31 December 2009 reported under IFRS; and |
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* |
financial information relating to BSS has been extracted or provided (without material adjustment) from the audited annual report and accounts for BSS for the year ended 31 March 2010 reported under IFRS. |
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2. |
The terms of the Acquisition value each BSS Share at 435.8 pence. The Acquisition price is based on a share price of 754.5 pence per Travis Perkins Share (the Closing Price on 2 July 2010, the last Business Day prior to this announcement) and 0.2608 Travis Perkins Shares to be issued for each BSS Share representing 196.8 pence in Travis Perkins Shares, the payment of 232.91 pence in cash, plus the payment of the BSS Final Dividend. |
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3. |
As at the close of business on 2 July 2010, Travis Perkins had in issue 208,657,474 ordinary shares of 10 pence each; and BSS had in issue 124,364,501 ordinary shares of 5 pence each. |
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4. |
The value of the Acquisition is calculated:
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* |
by reference to a price of 754.5 pence per Travis Perkins Share (the Closing Price on 2 July 2010, the last Business Day prior to this announcement); and |
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* |
on the basis of the issued and to be issued share capital of BSS referred to in paragraph 7 below. |
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5. |
For the purposes of this announcement, pro forma numbers represent the sum of Travis Perkins' reported figures for the year ended 31 December 2009 and BSS's reported figures for the year ended 31 March 2010. |
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6. |
The maximum number of New Travis Perkins Shares to be issued pursuant to the Acquisition is calculated on the basis of: |
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* |
the fully diluted ordinary share capital of BSS referred to in paragraph 7 below; and |
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* |
the issued ordinary share capital of Travis Perkins referred to in paragraph 3 above. |
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7. |
The issued and to be issued share capital of BSS (being 127,944,922 BSS Shares) is calculated on the basis of: |
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* |
the number of issued BSS Shares on 2 July 2010, the last Business Day prior to the date of this announcement, being 124,364,501 BSS Shares; and |
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* |
any further BSS Shares which may be issued on or after the date of this announcement on the exercise of options or vesting of awards under the BSS share option and share incentive schemes, which options or awards have been granted on or before the date of this announcement, amounting in aggregate to 3,580,421 BSS Shares. |
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8. |
The expected operational cost savings have been calculated on the basis of the existing cost and operating structures of the Travis Perkins Group and the BSS Group respectively. These statements of estimated cost savings and one-off costs for achieving them relate to future actions and circumstances which, by their nature, involve risks, uncertainties and other factors. Because of this, the cost savings referred to may not be achieved, or those achieved could be materially different from those estimated. This statement is not intended to be a profit forecast and should not be interpreted to mean that the earnings per share in 2010, 2011 or in any subsequent financial period, would necessarily match or be greater than those for the relevant preceding financial period. |
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9. |
The statement that the Acquisition is expected to deliver materially enhanced earnings for Travis Perkins in 2011 (the first full year following completion of the Acquisition) relates to future actions and circumstances, which, by their nature, involve risks, uncertainties and other factors. This statement does not constitute a profit forecast and should not be interpreted to mean that earnings for that year or any subsequent financial period would necessarily match or be greater than those for any preceding financial period. Earnings in this context represent net after tax earnings before the amortisation of intangible assets and non-operating items. |
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10. |
For the purposes of this announcement, net debt / cash represents total debt, excluding finance leases, less total cash balances (including cash in joint ventures). |
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11. |
Underlying earnings means before intangible amortisation, goodwill impairment, restructuring costs and non-operating items. |
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12. |
The offer multiple of 10.7 times BSS's adjusted 2010 EBITDA of £61.9 million is calculated on the basis of: |
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* |
the issued and to be issued share capital of BSS as referred to in paragraph 7 above; |
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* |
the net debt of BSS of £85.3 million as at 31 March 2010; and |
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* |
the pension deficit net of deferred tax of £18.8 million as at 31 March 2010. |
APPENDIX III
DEFINITIONS
In this announcement, the following definitions apply unless the context requires otherwise:
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"Acquisition" |
the |
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"associated undertaking" |
has the meaning given by paragraph 19 of Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 other than paragraph 19(1)(b) of Schedule 6 to those Regulations which shall be excluded |
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"BSS" |
The BSS Group plc, registered in England and Wales (no. 60987) |
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"BSS Board" |
the board of BSS Directors |
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"BSS Board Recommendation" |
the form of recommendation of the BSS Board to the BSS Shareholders contained in the Scheme Document, or as the case may be, the Offer Document |
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"BSS Directors" |
the directors of BSS |
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"BSS Final Dividend" |
the final dividend of 6.09 pence per BSS Share as announced by the BSS Directors in BSS's preliminary results on 25 May 2010 and payable as at 30 July 2010 to BSS Shareholders on the register of members on 2 July 2010 |
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"BSS General Meeting" |
the general meeting of the BSS Shareholders (and any adjournment thereof) convened for the purposes of considering and, if thought fit, approving certain resolutions in connection with the Scheme |
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"BSS Group" |
BSS and its subsidiary undertakings |
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"BSS Group Scheme" |
the BSS Group plc Pension and Life Assurance Scheme |
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"BSS Ireland Scheme" |
the BSS Ireland Group Pension Scheme |
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"BSS Ordinary Shares" |
ordinary shares of 5 pence each in the capital of BSS |
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"BSS Protection Conditions" |
the Conditions set out in paragraphs 3K and 3L of Appendix I to this announcement |
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"BSS Schemes" |
the BSS Group Scheme, the Tricom Scheme and the BSS Ireland Scheme |
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"BSS Shareholders" |
holders of BSS Shares |
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"BSS Shares" |
(i) prior to the Reorganisation Record Time, BSS Ordinary Shares and (ii) after the Reorganisation Record Time, the shares in the capital of BSS as reclassified |
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"BSS Share Schemes" |
(i) The BSS Group plc Employee (Savings-Related) Share Option Scheme (including its appendix relating to the Irish Sub-Scheme); (ii) The BSS Group plc 2009 (Savings-Related) Share Option Scheme; (iii) The BSS Group plc Approved and Unapproved Share Option Scheme; (iv) The BSS Group plc Performance Share Plan; (v) The BSS (Ireland) Limited Employee (Savings-Related) Share Option Scheme 2009 |
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"Business Day" |
any day on which banks are generally open in England and Wales for the transaction of business, other than a Saturday, Sunday or public holiday |
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"Capital Reduction" |
the proposed reduction of the share capital of BSS pursuant to the Scheme |
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"Capital Reduction Hearing" |
the hearing by the Court to confirm the Capital Reduction |
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"Citi" |
Citigroup Global Markets Limited |
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"City Code" or "Code" |
the City Code on Takeovers and Mergers |
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"Closing Price" |
the closing middle market price of a relevant share as derived from SEDOL on any particular day |
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"Combined Circular and Prospectus" |
the combined circular and prospectus to be published by Travis Perkins and to be sent to Travis Perkins Shareholders outlining the Acquisition and containing the notice convening the Travis Perkins General Meeting and containing information on, amongst other things, Travis Perkins, the Enlarged Group and the New Travis Perkins Shares |
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"Companies Act 2006" |
the Companies Act 2006, and shall be construed as a reference to it as it may from time to time be amended, modified or re-enacted |
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"Competing Proposal" |
any proposal or possible proposal, in respect of or for (i) an Offer (including a partial or tender offer and whether or not subject to pre-conditions), or possible Offer, put forward by a third party for the issued ordinary share capital of BSS whether including or excluding any BSS Shares held in treasury, (ii) the sale, or possible sale, (in one transaction or a series of transactions) of the whole of the assets or undertaking of the BSS Group, or any part of the same which is material in the context of the BSS Group or the Acquisition, (iii) a merger, acquisition or other business combination, scheme of arrangement, exchange offer or liquidation involving BSS or all or substantially all of the business of the BSS Group, (iv) any other arrangement or series of arrangements which would, if implemented, result in a change of control of BSS, or (v) any other transaction having a similar effect, the consummation of which could be reasonably expected to prevent, impede, interfere with or delay the Acquisition, in each case which is not proposed by BSS, or any party acting in concert with BSS, and howsoever it is proposed that such proposal or possible proposal be implemented |
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"Conditions" |
the conditions to the Acquisition and the Scheme set out in Appendix I of this announcement |
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"Court" |
the High Court of Justice in England and Wales |
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"Court Hearings" |
the two separate hearings by the Court of the claim form to sanction the Scheme and the Capital Reduction Hearing |
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"Court Orders" |
the Scheme Court Order and the Reduction Court Order |
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"Credit Suisse" |
Credit Suisse Securities (Europe) Limited |
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"CREST" |
the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear in accordance with the Uncertificated Securities Regulations 2001 |
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"Disclosed" |
in relation to:
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(i) |
the Conditions (other than in relation to the BSS Protection Conditions), information disclosed: (i) in the annual report and accounts of BSS for the financial year ended 31 March 2010; (ii) in this announcement; (iii) in any other announcement made to a Regulatory Information Service by or on behalf of BSS prior to this announcement; or (iv) fairly to Travis Perkins or its advisers by BSS or its advisers prior to this announcement; or
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(ii) |
the BSS Protection Conditions, information disclosed: (i) in the annual report and accounts of Travis Perkins for the financial year ended 31 December 2009; (ii) in this announcement; (iii) in any other announcement made to a Regulatory Information Service by or on behalf of Travis Perkins prior to this announcement; or (iv) fairly to BSS or its advisers by Travis Perkins or its advisers prior to this announcement |
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"Effective" |
in the context of the Acquisition:
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(i) |
if the Acquisition is implemented by way of the Scheme, the Scheme having become effective pursuant to its terms; or |
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(ii) |
if the Acquisition is implemented by way of an Offer, such Offer having been declared or become unconditional in all respects in accordance with its terms |
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"Effective Date" |
the date on which the Acquisition becomes Effective |
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"Enlarged Group" |
the Travis Perkins Group (including the BSS Group) following the Effective Date |
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"Euroclear" |
Euroclear UK & Ireland Limited |
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"FSMA" |
Financial Services and Markets Act 2000 (as amended) |
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"Hogarth" |
Hogarth Partnership |
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"HSBC" |
HSBC Bank plc |
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"Implementation Agreement" |
the agreement dated 4 July 2010 between Travis Perkins and BSS in relation to the implementation of the Acquisition |
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"Interim Dividend" |
the interim dividend of 5 pence per Travis Perkins Share in respect of the period to 30 June 2010, recommended by the Travis Perkins Directors with the intention that it will be paid, in the absence of unforeseen circumstances, in November 2010; |
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"Lazard" |
Lazard & Co., Limited |
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"LIBOR" |
means the rate of interest determined by Travis Perkins on the basis of the average (rounded down where necessary to the nearest whole multiple of one-sixteenth of 1.0 per cent.) of the respective middle market rates per annum at which any two London clearing banks selected by Travis Perkins are prepared to offer six month Sterling deposits of £1,000,000 to leading banks in the London inter-bank market at or about 11.00 a.m. (London time) on the first Business Day of the relevant interest period and a certificate in writing, under the hand of a duly authorised official of Travis Perkins, shall be conclusive evidence of that rate; |
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"Listing Rules" |
the rules and regulations made by the UKLA under FSMA and contained in the UKLA's publication of the same name, as amended from time to time |
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"Loan Note Alternative" |
the option whereby BSS Shareholders (other than certain Overseas Persons) may elect to receive Loan Notes instead of some or all of the cash consideration to which they would otherwise be entitled under the Acquisition, including under the Mix and Match Facility |
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"Loan Notes" |
the floating rate loan notes of Travis Perkins issued pursuant to the Loan Note Alternative |
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"London Stock Exchange" |
London Stock Exchange plc, together with any successors thereto |
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"Long Stop Date" |
31 December 2010 |
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"Meetings" |
the Scheme Meeting and the BSS General Meeting |
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"Mix and Match Facility" |
the mix and match facility under which BSS Shareholders (other than certain Overseas Persons) may, subject to availability elect to vary the proportion of New Travis Perkins Shares and cash they will receive under the Scheme |
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"New Travis Perkins Shares" |
the Travis Perkins Shares proposed to be issued and credited as fully paid pursuant to the Scheme |
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"Nomura" |
Nomura International plc |
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"Offer" |
a takeover offer as that term is defined in section 974 of the Companies Act 2006 |
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"Offer Document" |
should the Acquisition be implemented by means of an Offer, the document to be sent to BSS Shareholders which will contain, inter alia, the terms and conditions of the Offer |
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"Official List" |
the official list maintained by the UKLA |
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"Overseas Persons" |
Scheme Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom where, as relevant, the Mix and Match Facility or the sale, issue or transfer of the Loan Notes would be a contravention of applicable law |
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"Panel" |
the Panel on Takeovers and Mergers |
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"Pounds", "pence" and "£" |
the lawful currency of the United Kingdom |
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"RBS Hoare Govett" |
RBS Hoare Govett Limited |
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"Record Date" |
the record date in respect of the Interim Dividend |
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"Reduction Court Order" |
the order of the Court confirming the Capital Reduction under section 648 of the Companies Act 2006 and authorising the re-registration of BSS as a private limited company under section 97 of the Companies Act 2006 |
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"Registrar of Companies" |
the Registrar of Companies in England and Wales, within the meaning of the Companies Act 2006 |
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"Regulatory Condition" |
the Condition set out in paragraph 3A of Appendix I to this announcement |
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"Regulatory Information Service" |
a "Regulatory Information Service" as defined in the Listing Rules |
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"Reorganisation Record Time" |
the time and date specified as such in the Scheme Document, expected to be 6.00 p.m. on the Business Day immediately preceeding the date on which the Reduction Court Order is made |
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"Scheme" |
the proposed scheme of arrangement under Part 26 of the Companies Act 2006 between BSS and the Scheme Shareholders, the terms of which are to be set out in the Scheme Document, with or subject to any modification, addiction or condition thereto approved or imposed by the Court and agreed to by BSS and Travis Perkins |
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"Scheme Court Order" |
the order of the Court sanctioning the Scheme under Part 26 of the Companies Act 2006 |
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"Scheme Court Hearing" |
the hearing by the Court to sanction the Scheme |
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"Scheme Document" |
the document to be dispatched to Scheme Shareholders in relation to the Scheme comprising the particulars required by Part 26 of the Companies Act 2006 |
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"Scheme Meeting" |
the meeting of Scheme Shareholders to be convened by order of the Court under Part 26 of the Companies Act 2006 to consider and, if thought fit, approve the Scheme (with or without amendment), and any adjournment thereof |
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"Scheme Shareholders" |
holders of Scheme Shares |
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"Scheme Shares" |
the BSS Shares:
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(i) |
in issue at the date of the Scheme Document; |
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(ii) |
issued after the date of the Scheme Document and before the Scheme Voting Record Time; and |
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(iii) |
issued at or after the Scheme Voting Record Time and before the Reorganisation Record Time on terms that the original or any subsequent holders thereof are, or shall have agreed in writing to be, bound by the Scheme
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in each case other than BSS Shares (if any) beneficially owned by the Travis Perkins Group |
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"Scheme Voting Record Time" |
the time and date specified in the Scheme Document by reference to which entitlement to vote on the Scheme will be determined, expected to be 6.00 p.m. on the day which is two days before the Scheme Meeting or, if the Scheme Meeting is adjourned, 6.00 p.m. on the day which is two days before the date of such adjourned Scheme Meeting |
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"SEDOL" |
the London Stock Exchange Daily Official List |
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"Senior Executive" |
an employee, consultant or director of any member of the BSS Group who is entitled to a base salary as at the date hereof in excess of £110,000 per annum. |
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"Statement of Capital" |
the statement of capital (approved by the Court) showing with respect to BSS's share capital, as altered by the Reduction Court Order, the information required by section 649 of the Companies Act 2006 |
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"subsidiary", "subsidiary undertaking" and "undertaking" |
have the meanings ascribed to them under the Companies Act 2006 |
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"Travis Perkins" |
Travis Perkins plc, registered in England and Wales (no. 824821) |
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"Travis Perkins Board" |
the board of Travis Perkins Directors |
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"Travis Perkins Board Recommendation" |
the form of recommendation of the Travis Perkins Board to the Travis Perkins Shareholders contained in the Combined Circular and Prospectus |
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"Travis Perkins Directors" |
the directors of Travis Perkins |
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"Travis Perkins General Meeting" |
the general meeting of Travis Perkins to consider and, if thought fit, to approve the Travis Perkins Resolution(s) |
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"Travis Perkins Group" |
Travis Perkins and its subsidiary undertakings |
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"Travis Perkins Resolution(s)" |
the resolution or resolutions to be proposed at the Travis Perkins General Meeting to, among other matters, approve the Acquisition and authorise the Travis Perkins Directors to allot the New Travis Perkins Shares |
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"Travis Perkins Shareholders" |
holders of Travis Perkins Shares |
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"Travis Perkins Shares" |
ordinary shares of 10 pence each in the capital of Travis Perkins |
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"Tricom Scheme" |
the Tricom Retirement and Death Benefit Scheme |
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"UKLA" |
the UK Listing Authority, being the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part IV of FSMA |
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"United Kingdom" or "UK" |
United Kingdom of Great Britain and Northern Ireland |
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"United States", "US" or "USA" |
the United States of America, its territories and possessions, any State of the United States of America and the District of Columbia |
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"US Securities Act" |
the United States Securities Act of 1933 (as amended) |
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"VAT" |
any value added tax imposed under Directive 2006/112/EC, the Value Added Tax Act 1994 and/or any primary or secondary legislation supplemental to either of them |
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Unless otherwise stated, all times referred to in this announcement are references to the time in London.
Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof.
This information is provided by RNS
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