DGC Dobbies Garden

    RNS Number : 6623U
  Dobbies Garden Centres PLC
  16 May 2008
   

Dobbies Garden Centres plc
 
Publication of Supplementary Prospectus
 
The following Supplementary Prospectus has been approved by the UK Listing Authority:
 
 
 SUPPLEMENTARY PROSPECTUS 2008: 02 DATED 16 May 2008                          
 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you     
 are in any doubt as to the action you should take, you are recommended to
 seek your own personal financial advice as soon as possible from your
 stockbroker, bank manager, solicitor, accountant, fund manager or other
 appropriate independent financial adviser duly authorised under the
 Financial Services and Markets Act 2000 if you are in the United Kingdom
 or, if not, from another appropriately authorised independent financial
 adviser. 
 If you sell or have sold or otherwise transferred all of your Existing       
 Ordinary Shares, please send this document together with the Form of Proxy
 and any accompanying Application Form at once to the purchaser or
 transferee or to the stockbroker, bank or other agent through whom or by
 whom the sale or transfer was made, for delivery to the purchaser(s) or
 transferee(s) of such Existing Ordinary Shares. 
 The distribution of this document and/or the transfer of Open Offer          
 Entitlements in jurisdictions other than the United Kingdom, including the
 Excluded Territories, may be restricted by law and therefore persons into
 whose possession this document comes should inform themselves about, and
 observe, any such restrictions. Any failure to comply with any of these
 restrictions may constitute a violation of the securities law of any such
 jurisdiction. In particular, such documents should not be distributed,
 forwarded or transmitted in or into the United States. 
  DOBBIES GARDEN CENTRES PLC                                                  
 (incorporated and registered in Scotland with registered no. SC010975)Open
 Offer of up to 12,446,208 New Ordinary Shares at £12 per share

  
 This second supplement (the *Second Supplement*) to the supplement (the      
 *First Supplement*) dated 14 May 2008 and the prospectus (the
 *Prospectus*) dated 9 April 2008 constitutes a supplementary prospectus
 for the purposes of Section 87G of FSMA. Terms defined in the Prospectus
 have the same meaning when used in this Second Supplement. 
 This Second Supplement is supplemental to, and should be read in             
 conjunction with, the First Supplement and the Prospectus. In particular
 your attention is drawn to the Risk Factors set out in Part 2 of the
 Prospectus. 
 Responsibility                                                               
 The Company and each of the Directors, whose names and functions appear in   
 paragraph 8.1 of Part 9 of the Prospectus, accept responsibility for the
 information contained in this Second Supplement, and declare that, having
 taken all reasonable care to ensure that such is the case, the information
 contained in this Second Supplement is, to the best of their knowledge, in
 accordance with the facts and contains no omission likely to affect its
 import. 
 Purpose                                                                      
 The purpose of this Second Supplement is to further amend a statement made   
 in paragraph 11 of Part 9 of the Prospectus following the initiation of
 legal proceedings by West Coast Capital (Lios) Limited (*WCC*) on 8 May
 2008 and the subsequent ruling of the Court of Session (the *Court*) on 15
 May 2008. 
 Detail of amendment                                                          
 Paragraph 11 of Part 9 of the Prospectus contained a statement that, save    
 for legal proceedings initiated by the Company against Snoddons
 Construction Limited, no member of the Group is or has been involved in
 any governmental, legal or arbitration proceedings (including any such
 proceedings which are pending or threatened of which the Company is
 aware), during the 12 month period prior to the publication of the
 Prospectus which may have, or have had in the recent past, a significant
 effect on the Company and / or the financial position or profitability of
 the Group. 
 On 9 May 2008 the Company announced that WCC had initiated legal             
 proceedings against it petitioning the Court on the grounds of unfair
 prejudice. The text of this announcement is set out below: 
 *Statement re initiation of legal proceedings The Board of Dobbies Garden    
 Centres plc (*Dobbies* or the *Company*) (AIM: DGC) announces that on 8
 May 2008 proceedings were initiated by West Coast Capital (Lios) Limited
 (*WCC*) seeking an interim order to block the Company*s proposed open
 offer to shareholders (the *Open Offer*). The Board has carefully
 considered the merits of the Open Offer and believes that the Open Offer
 is in the best interests of the Company and all of its shareholders. The
 Open Offer will enable the Company to progress its stated expansion plans
 and the Board believes that it provides access to funding on attractive
 terms in current market conditions which will be earnings enhancing. The
 Company intends to present a robust defence of its strategy at the court
 hearing. Dobbies is bound by legal process and confidentiality and it
 would not be appropriate to comment further at this stage. The Board of
 Dobbies hopes for an early resolution in order to allow it to concentrate
 its energies
 Since the announcement was released, the application for an interim order    
 was heard by the Court on Monday 12 May 2008.  
 On 15 May 2008 the Company announced that the Court had rejected the         
 application by WCC for an interim order. The text of this announcement is
 set out below: 
 *Court refuses interim order The Board of Dobbies Garden Centres plc (the    
 "Company") (AIM: DGC) confirms that the Court of Session has refused the
 application by West Coast Capital (Lios) Limited for an interim order. The
 Board therefore intends to proceed with the Open Offer by putting the
 resolution to approve it to a vote of Shareholders at the Company's AGM on
 Wednesday 21 May 2008.* 
 
 
The Supplementary Prospectus may also be viewed on the Company*s website: www.dobbies.com
 
Enquiries: 
 
James Barnes, Chief Executive
Sharon Brown, Finance Director
Dobbies Garden Centres plc                                           Tel: 0131 663 6778
 
Sandy Fraser
Brewin Dolphin Limited (Nomad)                                      Tel: 0131 529 0272
 
Ben Woodford / Emma Kent / Antonia Coad
Bell Pottinger Corporate & Financial                                Tel: 020 7861 3232
 
 
GENERAL INFORMATION
Brewin Dolphin Limited, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting as Nominated
Adviser to Dobbies and no one else in relation to the transaction and will not be responsible to anyone other than Dobbies for providing the
protections afforded to clients of Brewin Dolphin Limited nor for providing advice in relation to the proposed transaction.
 
This announcement does not constitute an offer to sell or the solicitation of an offer to acquire or subscribe for New Ordinary Shares
and/or to take up any entitlements. The offer to acquire New Ordinary Shares pursuant to the proposed Open Offer will be made solely on the
basis of the information contained in the Prospectus dated 9 April 2008 and the Supplementary Prospectus dated 14 May 2008.
 
The information contained in this announcement is not for release, publication or distribution to persons in the United States, Canada,
Australia, New Zealand, Japan or the Republic of South Africa or in any jurisdiction where to do so would breach any applicable law. This
announcement is not an offer of securities for sale in, into or from the United States, Canada, Australia, New Zealand, Japan or the
Republic of South Africa. The New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933 (as amended)
or under any relevant securities laws of any state or other jurisdiction of the United States, and will not qualify for distribution under
any of the relevant securities laws of Canada, Australia, New Zealand, Japan or the Republic of South Africa. Accordingly, the New Ordinary
Shares may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United
States (absent registration or an applicable exemption from registration) or within Canada, Australia, New Zealand, Japan or the Republic of South Africa.
 
The availability of the Open Offer to persons who are not resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are located. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any
applicable requirements.







This information is provided by RNS
The company news service from the London Stock Exchange
 
  END 
 
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