Bss Group Plc Recommended Cash And Shares -14-

5th Jul 2010 07:00

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