Bss Group Plc Recommended Cash And Shares -12-

5th Jul 2010 07:00

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 (MORE TO FOLLOW) Dow Jones Newswires July 05, 2010 02:00 ET (06:00 GMT)