Travis Perkins Plc Recommended Cash And Shares -10-

5th Jul 2010 07:00

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reasonably and in good faith, that such unanimous and unqualified recommendation should not be given or should be withdrawn, qualified or adversely modified in compliance with their duties under chapter 2 of Part 10 of the Companies Act 2006 or under Rule 3.1 of the City Code,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: +----+-----------------------------------------------------------+ | | | +----+-----------------------------------------------------------+ | * | authorise the BSS Directors to take such action as they | | | consider necessary or appropriate to effect the Scheme; | +----+-----------------------------------------------------------+ | | | +----+-----------------------------------------------------------+ | * | 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 | +----+-----------------------------------------------------------+ | | | +----+-----------------------------------------------------------+ | * | 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. +-----+-----------------------------------------------------------+ | 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. +-----+-----------------------------------------------------------+ | 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. +-----+-----------------------------------------------------------+ | 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. +-----+-----------------------------------------------------------+ | 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. +-----+-----------------------------------------------------------+ | 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: +-----------------+----------------------------------------------+ | UK: | 0800 073 0436 | +-----------------+----------------------------------------------+ | International: | +44 (0)1452 568 442 | +-----------------+----------------------------------------------+ | Conference ID: | 85926911 | +-----------------+----------------------------------------------+ +-------------------------------------------+--------------------+ | Enquiries | | +-------------------------------------------+--------------------+ | | | +-------------------------------------------+--------------------+ | Travis Perkins | | +-------------------------------------------+--------------------+ | | | (MORE TO FOLLOW) Dow Jones Newswires July 05, 2010 02:00 ET (06:00 GMT)