Bss Group Plc Recommended Cash And Shares -15-

5th Jul 2010 07:00

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 GBP100 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 GBP118.6 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 (MORE TO FOLLOW) Dow Jones Newswires July 05, 2010 02:00 ET (06:00 GMT)