Travis Perkins Plc Recommended Cash And Shares -3-

5th Jul 2010 07:00

| Mark Longson | | +-------------------------------------------+--------------------+ | | | +-------------------------------------------+--------------------+ | | | +-------------------------------------------+--------------------+ | BSS | | +-------------------------------------------+--------------------+ | | | +-------------------------------------------+--------------------+ | The BSS Group plc | +44 (0)116 256 | | | 7038 | +-------------------------------------------+--------------------+ | Gavin Slark, Group Chief Executive | | | Roddy Murray, Group Finance Director | | +-------------------------------------------+--------------------+ | | | +-------------------------------------------+--------------------+ | Lazard (Lead Financial Adviser) | + 44 (0)20 7187 | | | 2000 | +-------------------------------------------+--------------------+ | Richard Stables | | | Vasco Litchfield | | +-------------------------------------------+--------------------+ | | | +-------------------------------------------+--------------------+ | RBS Hoare Govett (Corporate Broker and | + 44 (0)20 7678 | | Financial Adviser) | 8000 | +-------------------------------------------+--------------------+ | John MacGowan | | | Simon Hardy | | | Nick Adams | | +-------------------------------------------+--------------------+ | | | +-------------------------------------------+--------------------+ | Hogarth (PR Adviser) | +44 (0)20 7357 | | | 9477 | +-------------------------------------------+--------------------+ | Andrew Jaques | | | Rachel Hirst | | +-------------------------------------------+--------------------+ HSBC Bank plc, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Travis Perkins and no one else in connection with the Acquisition and this announcement and will not be responsible to anyone other than Travis Perkins for providing the protections afforded to clients of HSBC Bank plc nor for providing advice in connection with the Acquisition or this announcement or any matter referred to herein. Nomura, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Travis Perkins and no one else in connection with the Acquisition and this announcement and will not be responsible to anyone other than Travis Perkins for providing the protections afforded to clients of Nomura nor for providing advice in connection with the Acquisition or this announcement or any matter referred to herein. Credit Suisse, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Travis Perkins and no one else in connection with the Acquisition and this announcement and will not be responsible to anyone other than Travis Perkins for providing the protections afforded to clients of Credit Suisse nor for providing advice in connection with the Acquisition or this announcement or any matter referred to herein. Citi, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Travis Perkins and no one else in connection with the Acquisition and this announcement and will not be responsible to anyone other than Travis Perkins for providing the protections afforded to clients of Citi nor for providing advice in connection with the Acquisition or this announcement or any matter referred to herein. Lazard, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for BSS and no one else in connection with the Acquisition and this announcement and will not be responsible to anyone other than BSS for providing the protections afforded to clients of Lazard nor for providing advice in connection with the Acquisition or this announcement or any matter referred to herein. RBS Hoare Govett, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for BSS and no one else in connection with the Acquisition and this announcement and will not be responsible to anyone other than BSS for providing the protections afforded to clients of RBS Hoare Govett nor for providing advice in connection with the Acquisition or this announcement or any matter referred to herein. Further Information This announcement is not intended to, and does not constitute, or form part of, an offer to sell or any invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. This announcement does not constitute a prospectus or a prospectus equivalent document. Shareholders of Travis Perkins and BSS are advised to read carefully the formal documentation in relation to the Acquisition once it has been despatched. The proposals of the Acquisition will be made solely through the Scheme Document, which will contain the full terms and conditions of the Scheme, including details of how to vote with respect to the Scheme. Please read carefully the Scheme Document in its entirety before making a decision with respect to the Acquisition. Any acceptance or other response to the proposals should be made on the basis of the information in the Scheme Document. BSS Shareholders may obtain a further free copy of the Scheme Document, when it becomes available, from Hammonds LLP at 7 Devonshire Square, London, EC2M 4YH. Dealing Disclosure Requirements Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure. Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was (MORE TO FOLLOW) Dow Jones Newswires July 05, 2010 02:00 ET (06:00 GMT)