TIDMTPK TIDMBTSM
RNS Number : 9765W
Travis Perkins PLC
29 November 2010
Not for release, publication or distribution, in whole or in
part, in, into or from any jurisdiction where to do so would
constitute a violation of the relevant laws of that
jurisdiction
Travis Perkins plc and The BSS Group plc
Offer Update and Revised Timetable
The first OFT public consultation period on the undertakings in
lieu of reference to the Competition Commission concluded on 26
November 2010.
Following approval from both companies' respective shareholders
on 19 August 2010, completion of the transaction remains subject to
the Court hearings (to sanction the scheme of arrangement and
confirm the associated capital reduction). The directors of BSS
announce that such hearings are expected to occur on 10 December
and 14 December respectively.
The full timetable of principal events is set out below:
Court hearing to sanction the Scheme 10 December 2010
Last day of dealings in, and for 10 December 2010
registration of transfers of, and
disablement in CREST of, BSS Shares
Latest time for return of Form of 4.30 p.m. 10 December
Election or submission of a valid 2010
TTE instruction in CREST
Suspension of listing of, and dealings, 8.00 a.m. 13 December
settlement and transfers in BSS Shares 2010
Reorganisation Record Time 6.00 p.m. 13 December
2010
Scheme Record Time 6.30 p.m. 13 December
2010
Court hearing to confirm Capital 14 December 2010
Reduction
Effective Date of the Scheme 14 December 2010
De-listing of BSS Shares 8.00 a.m. 15 December
2010
New Travis Perkins Shares listed, by 8.00 a.m. 15 December
and crediting of New Travis Perkins 2010
Shares to CREST accounts
Trading in New Travis Perkins Shares by 8.00 a.m. 15 December
commences 2010
Latest date of despatch of cheques, by 28 December 2010
or settlement through CREST, in respect
of cash consideration and share certificates
in respect of the New Travis Perkins
Share consideration due under the
Scheme and the despatch of loan note
certificates in respect of the valid
elections for the Loan Note Alternative
If any of the expected dates referred to above change, BSS and
Travis Perkins will give notice of the change by issuing an
announcement through a Regulatory Information Service.
A further announcement will be made by BSS and Travis Perkins
when the undertakings given by Travis Perkins to the OFT come into
effect.
Enquiries:
Travis Perkins plc +44 (0)1604 683 222
Geoff Cooper, Chief Executive Officer
Paul Hampden Smith, Chief Financial
Officer
The BSS Group plc +44 (0)116 256 7038
Gavin Slark, Group Chief Executive
Roddy Murray, Group Finance Director
Square1 Consulting (PR Adviser to
Travis Perkins) +44 (0)20 7929 5599
David Bick
Mark Longson
MHP Communications (PR Adviser to
BSS) +44 (0)20 3128 8100
Andrew Jaques
Ian Payne
Overseas Jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
the laws of those jurisdictions and therefore persons into whose
possession this announcement comes should inform themselves about
and observe any such restrictions. Failure to comply with any such
restrictions may constitute a violation of the securities laws of
any such jurisdiction. Accordingly, copies of this announcement
will not be and must not be, mailed or otherwise forwarded,
distributed or sent in, into or from any jurisdiction where to do
so would violate the laws of that jurisdiction.
This announcement has been prepared for the purposes of
complying with English law and the Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws and regulations of any jurisdiction outside of
England.
In particular, this announcement is not an offer of securities
for sale in the United States and the New Travis Perkins Shares,
which will be issued in connection with the Acquisition, have not
been, and will not be, registered under the US Securities Act or
under the securities law of any state, district or other
jurisdiction of the United States, and no regulatory clearance in
respect of the New Travis Perkins Shares has been, or will be,
applied for in any jurisdiction other than the UK. The New Travis
Perkins Shares may not be offered or sold in the United States
absent registration under the US Securities Act or pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act. It is expected
that the New Travis Perkins Shares will be issued in reliance upon
the exemption from the registration requirements of the US
Securities Act provided by Section 3(a)(10) thereof. The New Travis
Perkins Shares may not be offered, sold, resold, delivered or
distributed, directly or indirectly, in, into or from any
restricted jurisdiction or to, or for the account or benefit of,
any resident of any restricted jurisdiction absent an exemption
from registration or an exemption under relevant securities
law.
Unless Travis Perkins otherwise determines, relevant clearances
and registrations have not been, nor will they be, sought or
obtained, nor have any steps been taken, nor will any steps be
taken, to enable the Loan Notes to be publicly offered in
compliance with applicable securities laws of any jurisdiction. The
Loan Notes have not been, and will not be, registered under the US
Securities Act or under the securities laws of any state, district
or other jurisdiction of the United States and the Loan Notes are
not being offered in, and may not be transferred into, the United
States. Accordingly, Scheme Shareholders in the United States will
not be eligible to receive Loan Notes. The Loan Notes may not
(subject to certain limited exceptions) be offered, sold,
transferred or delivered, directly or indirectly, in any other
jurisdiction where to do so would violate the laws of that
jurisdiction or would require registration thereof in such
jurisdiction.
Notice to US investors in BSS: The Acquisition relates to the
shares of a UK company and is proposed to be made by means of a
scheme of arrangement provided for under the laws of England and
Wales. The Acquisition is subject to the disclosure requirements
and practices applicable in the United Kingdom to schemes of
arrangement, which differ from the disclosure and other
requirements of US securities laws. Financial information included
in the relevant documentation will have been prepared in accordance
with accounting standards applicable in the United Kingdom that may
not be comparable to the financial statements of US companies.
If the Acquisition is implemented by way of an Offer, it will be
made in accordance with the procedural and filing requirements of
the US securities laws, to the extent applicable. If the
Acquisition is implemented by way of an Offer, the New Travis
Perkins Shares to be issued in connection with such Offer will not
be registered under the US Securities Act or under the securities
laws of any state, district or other jurisdiction of the United
States and may not be offered, sold or delivered, directly or
indirectly, in the United States except pursuant to an applicable
exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act or such other
securities laws. Travis Perkins does not intend to register any
such New Travis Perkins Shares or part thereof in the United States
or to conduct a public offering of the New Travis Perkins Shares in
the United States.
Forward Looking Statements
This announcement may contain 'forward-looking statements'
concerning Travis Perkins and BSS that are subject to risks and
uncertainties. Generally, the words 'will', 'may', 'should',
'continue', 'believes', 'targets', 'plans', 'expects', 'aims',
'intends', 'anticipates' or similar expressions or negatives
thereof identify forward-looking statements. Forward looking
statements may include statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of Travis
Perkins' or BSS's operations and potential synergies resulting from
the Acquisition; and (iii) the effects of government regulation on
Travis Perkins' or BSS's business.
These forward-looking statements may 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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