Travis Perkins Plc Recommended Cash And Shares -13-

5th Jul 2010 07:00

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 GBP35 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 (MORE TO FOLLOW) Dow Jones Newswires July 05, 2010 02:00 ET (06:00 GMT)