Travis Perkins Plc Recommended Cash And Shares -16-

5th Jul 2010 07:00

Commission. Travis Perkins reserves the right to elect (with the consent of the Panel) to implement the Acquisition by way of an Offer as it may determine in its absolute discretion. In such event, such Offer will be implemented on the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments to reflect the change in method of effecting the Acquisition including (without limitation and subject to the consent of the Panel) an acceptance condition set at 90 per cent. (or such lesser percentage, being more than 50 per cent., as Travis Perkins may decide): (i) in nominal value of the shares to which such Offer relates; (ii) of the voting rights attached to those shares; and (iii) of the voting rights normally exercisable at a general meeting of BSS, including, for this purpose, any such voting rights attaching to BSS Shares that are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise. The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements. The Acquisition will be governed by English law and be subject to the jurisdiction of the English courts and to the Conditions set out below and in the formal Scheme Document. The Acquisition will comply with the applicable rules and regulations of the Financial Services Authority and the London Stock Exchange and the Code. PART B Certain further terms of the Acquisition Fractions of New Travis Perkins Shares will not be allotted or issued to persons accepting the Acquisition. Fractional entitlements to New Travis Perkins Shares will be aggregated and sold in the market and the net proceeds of sale distributed pro rata to persons entitled thereto. The Acquisition will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or e-mail) of interstate or foreign commerce of, or of any facility of a national securities exchange of, the United States, Canada, Japan or Australia and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within the United States, Canada, Japan or Australia. The New Travis Perkins Shares to be issued pursuant to the Offer have not been and will not be registered under the US Securities Act of 1933 (as amended) nor under any of the relevant securities laws of Canada, Japan or Australia. Accordingly, the New Travis Perkins Shares may not be offered, sold or delivered, directly or indirectly, in the United States, Canada, Japan or Australia nor to any United States person, except pursuant to exemptions from applicable requirements of any such jurisdiction. The New Travis Perkins Shares will be issued credited as fully paid and will rank pari passu in all respects with the existing Travis Perkins Shares. Applications will be made to the UKLA for the New Travis Perkins Shares to be admitted to the Official List and to the London Stock Exchange for the New Travis Perkins Shares to be admitted to trading. BSS Shares which will be acquired pursuant to the Acquisition will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement other than the BSS Final Dividend of 6.09 pence per BSS Share which will be payable as at 30 July 2010 to BSS Shareholders on the register of members on 2 July 2010 and the ex-dividend date was 30 June 2010. APPENDIX II SOURCES AND BASES +-----+----+------------------------------------------------------+ | 1. | Unless otherwise stated: | +-----+-----------------------------------------------------------+ | | | +-----+-----------------------------------------------------------+ | | * | financial information relating to Travis Perkins has | | | | been extracted or provided (without material | | | | adjustment) from the audited annual report and | | | | accounts for Travis Perkins for the year ended 31 | | | | December 2009 reported under IFRS; and | +-----+----+------------------------------------------------------+ | | | | +-----+----+------------------------------------------------------+ | | * | financial information relating to BSS has been | | | | extracted or provided (without material adjustment) | | | | from the audited annual report and accounts for BSS | | | | for the year ended 31 March 2010 reported under | | | | IFRS. | +-----+----+------------------------------------------------------+ | | | | +-----+----+------------------------------------------------------+ | 2. | The terms of the Acquisition value each BSS Share at | | | 435.8 pence. The Acquisition price is based on a share | | | price of 754.5 pence per Travis Perkins Share (the | | | Closing Price on 2 July 2010, the last Business Day prior | | | to this announcement) and 0.2608 Travis Perkins Shares to | | | be issued for each BSS Share representing 196.8 pence in | | | Travis Perkins Shares, the payment of 232.91 pence in | | | cash, plus the payment of the BSS Final Dividend. | +-----+-----------------------------------------------------------+ | | | +-----+-----------------------------------------------------------+ | 3. | As at the close of business on 2 July 2010, Travis | | | Perkins had in issue 208,657,474 ordinary shares of 10 | | | pence each; and BSS had in issue 124,364,501 ordinary | | | shares of 5 pence each. | +-----+-----------------------------------------------------------+ | | | +-----+-----------------------------------------------------------+ | 4. | The value of the Acquisition is calculated: | | | | +-----+-----------------------------------------------------------+ | | * | by reference to a price of 754.5 pence per Travis | | | | Perkins Share (the Closing Price on 2 July 2010, the | | | | last Business Day prior to this announcement); and | +-----+----+------------------------------------------------------+ | | | | +-----+----+------------------------------------------------------+ | | * | on the basis of the issued and to be issued share | | | | capital of BSS referred to in paragraph 7 below. | +-----+----+------------------------------------------------------+ | | | +-----+-----------------------------------------------------------+ | 5. | For the purposes of this announcement, pro forma numbers | | | represent the sum of Travis Perkins' reported figures for | | | the year ended 31 December 2009 and BSS's reported | | | figures for the year ended 31 March 2010. | +-----+-----------------------------------------------------------+ | | | +-----+-----------------------------------------------------------+ | 6. | The maximum number of New Travis Perkins Shares to be | | | issued pursuant to the Acquisition is calculated on the | | | basis of: | +-----+-----------------------------------------------------------+ | | | | +-----+----+------------------------------------------------------+ | | * | the fully diluted ordinary share capital of BSS | | | | referred to in paragraph 7 below; and | +-----+----+------------------------------------------------------+ | | | | +-----+----+------------------------------------------------------+ | | * | the issued ordinary share capital of Travis Perkins | | | | referred to in paragraph 3 above. | +-----+----+------------------------------------------------------+ | | | +-----+-----------------------------------------------------------+ | 7. | The issued and to be issued share capital of BSS (being | | | 127,944,922 BSS Shares) is calculated on the basis of: | +-----+-----------------------------------------------------------+ | | | | +-----+----+------------------------------------------------------+ (MORE TO FOLLOW) Dow Jones Newswires July 05, 2010 02:00 ET (06:00 GMT)