RNS Number : 2043V
Dobbies Garden Centres PLC
23 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: 03 DATED 23 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
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 third supplement (the *Third Supplement*) to the supplement (the
*Second Supplement*) dated 16 May 2008, 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 Third Supplement.
This Third Supplement is supplemental to, and should be read in
conjunction with, the Second Supplement, 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 Third Supplement, and declare that, having
taken all reasonable care to ensure that such is the case, the information
contained in this Third Supplement is, to the best of their knowledge, in
accordance with the facts and contains no omission likely to affect its
import.
Purpose
The purposes of this Third Supplement are: 1. to amend a statement made
in paragraph 21.3 of Part 9 of the Prospectus, following the announcement
made by Tesco Holdings Limited (*Tesco*) on 21 May 2008 that it has made a
firm offer to purchase the remaining shares in Dobbies for 1,200 pence per
share (the *Takeover Offer*); 2. to amend the withdrawal rights offered to
Qualifying Shareholders by offering them a time extension to exercise
their statutory withdrawal rights, after publication by the Company of
this Third Supplement, to 5.00 pm on Wednesday 25 June 2008; 3. to amend
the terms of the Open Offer by extending the deadline for Admission (as
referred to in paragraph 2 of Part 5 of the Prospectus) to 8.00 am on 27
June 2008; 4. to amend paragraph 3 of Part 4 of the Prospectus to take
account of the update given to shareholders on the Company*s current
trading performance at the AGM; and 5. to amend the Summary (Part 1) of
the Prospectus to reflect the relevant amendments made elsewhere in the
Prospec
Detail of amendments
1. Takeover bids
Paragraph 21.3 of Part 9 of the Prospectus contains information on any
takeover bids Dobbies has been party to.
On 21 May 2008, Tesco announced the terms of a cash offer to be made by
Tesco for the shares in Dobbies not already held by or on behalf of Tesco
at a price of 1,200 pence per Ordinary Share.
2. Terms of the Open Offer
Since the Tesco announcement was released, Dobbies adjourned the AGM (held
on 21 May 2008 at 10.00 am) where Resolution 8 would have been put to a
vote of Shareholders, until 26 June 2008 at 10.00 am, so that Shareholders
have the opportunity to take into account the Takeover Offer in
considering how to exercise their votes on Resolution 8. The Board has
also decided to extend the period for Qualifying Shareholders to exercise
their withdrawal rights until 5.00 pm on Wednesday 25 June 2008, and to
extend the deadline for Admission (referred to in paragraph 2 of Part 5 of
the Prospectus) to 8.00 am on Friday 27 June 2008. The Company made the
following announcement in response to Tesco*s cash offer on 21 May 2008:
Statement re Tesco Holdings Limited Cash Offer and Open Offer Update The
Board notes today*s announcement by Tesco Holdings Limited (*Tesco*) of a
cash offer (the *Takeover Offer*) to acquire the whole of the issued share
capital of the Company, not already held by Tesco, at a price of 1,200p
per share. Tesco has received from West Coast Capital (Lios) Limited an
irrevocable undertaking to accept the Takeover Offer in respect of
approximately 29.2% of the existing ordinary share capital. If the
Takeover Offer is declared unconditional in all respects, Tesco has stated
its intention to procure that the Company will make an application to
cancel admission of its shares to AIM. The Board of the Company is of the
view that the announcement of the Takeover Offer is a matter that
shareholders should be given the opportunity to take into account in
considering how to exercise their votes in respect of resolution 8 to be
proposed at the Annual General Meeting to be held today to approve the
open offer to shareholde
3. Withdrawal rights
Paragraph 3(iii) of Part 5 of the Prospectus contains disclosure on
withdrawal rights. The only change to the withdrawal rights of
Shareholders made by this Third Supplement is the additional time being
offered to Shareholders to withdraw. Qualifying Shareholders now have
until 5.00 pm on Wednesday 25 June 2008 to lodge a written notice of
withdrawal.
*(iii) Withdrawal rights * as revised by the Third
Supplement
Qualifying Shareholders wishing to exercise statutory withdrawal rights
after publication by the Company of a prospectus supplementing this
document must do so by lodging a written notice of withdrawal, which must
include the holder reference number, full name and address of the person
wishing to exercise statutory withdrawal rights and, if such person is a
CREST member, the participant ID and the member account ID of such CREST
member, by facsimile to Equiniti Limited (for further details Shareholders
should contact Equiniti on 0871 384 2050 or if calling from outside the UK
telephone +44 121 415 0259), so as to be receivedno later than 5.00 pm on
Wednesday 25 June 2008. Notice of withdrawal given by any other means or
which is deposited with or received by Equiniti after expiry of such
period will not constitute a valid withdrawal, provided that the Company
will not permit the exercise of withdrawal rights after payment by the
relevant Qualifying Shareholder of its subscription in full and the
allotment o
A notice of withdrawal is enclosed with this Third Supplement. If any
Qualifying Shareholder who has already applied under the Open Offer wishes
to exercise withdrawal rights then the notice of withdrawal should be
completed and returned to Equiniti Limited by facsimile (01903 702 514).
4. Current trading
In Paragraph 3 of Part 4 of the Prospectus the Directors provide details
of the trading performance of the Company since the year ended 31 October
2007. At the AGM the Chairman, Lucy Neville-Rolfe, provided a further
update on the trading performance of the Company to 18 May 2008. The
statement made at the AGM was announced on 21 May 2008. The text of that
announcement is set out below:
*On 9 April 2008 the Company reported a 3.1% like for like sales growth
for the four months to the end of February 2008, and we highlighted within
that announcement that our sales could be affected by the particularly
warm March and April experienced in 2007. Given the reversal in weather
conditions which has occurred in 2008, I can report that total sales for
the 6 months to the end of April are up 4.5% and that, within like for
like stores, sales have decreased by 6.8%. Since the half year, sales in
the three weeks to 18 May 2008 have increased by 15.8% in like for like
stores and 30.2% in total. We are making solid progress in delivering our
pipeline of new stores. We have opened and acquired four new stores over
the previous thirteen months, including a 48,000 sq.ft. garden centre at
Dunfermline which opened in April 2007, a 98,000 sq.ft. store at
Chesterfield which opened in September 2007 and a 53,000 sq.ft. garden
centre at Southport which opened in March this year. Finally we were very
pleased to an
5. Summary
Included within the Prospectus is a Summary which should be read as an
introduction to the Prospectus. As a result of certain amendments
described above the Company is required to produce a supplement to the
Summary of the Prospectus. This is set out below:
Current trading and prospects In the Summary the Company disclosed the
sales performance for the four months to the end of February 2008
including the like for like performance. On 21 May 2008 the Company
announced that the unaudited sales for the six months to the end of April
2008 are up 4.5% overall but that like for like sales have decreased by
6.8%. The Company also announced that the unaudited sales for the three
weeks to 18 May 2008 have increased by 30.2% overall and 15.8% on a like
for like basis.
Background to the Open Offer
In the Summary the Company reviewed the significant corporate changes that
occurred in 2007 and stated that Tesco had acquired 65.5 per cent. of
Dobbies* equity.
On 21 May 2008 the Company notified Shareholders that Tesco had, earlier
that day, announced a cash offer to acquire the whole of the issued share
capital of the Company, not already held by Tesco, at a price of 1,200p
per share.
To the extent that there is any inconsistency between (a) any statement in
this Third Supplement, (b) any statement in the Second Supplement, (c) any
statement in the First Supplement and (d) any other statement in the
Prospectus, the statements in (a) above will prevail.
Save as disclosed in this Third Supplement there has been no other
significant new factor, material mistake or inaccuracy relating to
information included in the Prospectus since publication of the
Prospectus.
23 May 2008
The Supplementary Prospectus is available for inspection at the Document Viewing Facility, 25 The North Colonnade, Canary Warf, London
E14 5HS, at the offices of Dickson Minto W.S. at 22/25 Finsbury Square, London EC2A 1DX, and at the registered office of the Company at
Melville Nursery, Lasswade, EH18 1AZ during normal business hours on Monday to Friday each week (except public holidays) from the date of
this announcement until the date of Admission. It may also be viewed on the Company*s website: www.dobbies.com Enquiries:
James Barnes, Chief ExecutiveSharon Brown, Finance Tel: 0131 663 6778
DirectorDobbies Garden Centres plc
Sandy FraserBrewin Dolphin Limited (Nomad) Tel: 0131 529 0272
Ben Woodford / Emma Kent / Antonia CoadBell Pottinger Tel: 020 7861 3232
Corporate & Financial
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 as supplemented by Supplementary Prospectuses
dated 14 May 2008, 16 May 2008 and 23 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. DEALING
DISCLOSURE REQUIREMENTS Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, *interested* (directly or
indirectly) in 1% or more of any class of *relevant securities* of Dobbies, all *dealings* in any *relevant securities* of Dobbies
(including by means of an option in respect of, or a derivative referenced to, any such *relevant securities*) must be publicly disclosed by
no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will
continue until the date on which the Takeover Offer becomes, or is declared, unconditional, lapses or is otherwise withdrawn or on which the
*offer period* otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an *interest* in *relevant securities* of Dobbies, they will be
deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all *dealings* in *relevant
securities* of Dobbies by Tesco or Dobbies, or by any of their respective *associates*, must be disclosed by no later than 12.00 noon
(London time) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the
companies in whose *relevant securities* *dealings* should be disclosed, and the number of such securities in issue, can be found on the
Takeover Panel*s website at www.thetakeoverpanel.org.uk. *Interests in securities* arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an
*interest* by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation markets are defined in the City Code, which can
also be found on the Takeover Panel*s website. If you are in any doubt as to whether or not you are required to disclose a *dealing* under
Rule 8, you should consult the Takeover Panel.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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