17th Aug 2007 17:00
Tesco PLC17 August 2007 Not for release, publication or distribution in or into Canada, Australia or Japan or any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction 17 August 2007 Tesco Holdings Limited Recommended cash Offer for Dobbies Garden Centres plc Offer declared unconditional in all respects On 8 June 2007, the boards of directors of Tesco PLC ("Tesco") and DobbiesGarden Centres plc ("Dobbies") announced the terms of a recommended cash Offerto be made by Tesco Holdings Limited ("Tesco Holdings") for Dobbies at a priceof 1,500 pence per Dobbies Share. The document setting out the full terms of theOffer (the "Offer Document") was posted to Dobbies Shareholders on 20 June 2007. The Offer was conditional on valid acceptances of the Offer being received (andnot, where permitted, withdrawn) in respect of such number of Dobbies Shareswhich, together with any Dobbies Shares acquired or agreed to be acquired byTesco Holdings and/or any member of the Tesco Group before or during the OfferPeriod, would result in Tesco Holdings holding (whether pursuant to the Offer orotherwise) Dobbies Shares carrying in aggregate more than 50 per cent. of thevoting rights then normally exercisable at a general meeting of Dobbies. For thepurposes of this condition, Dobbies Shares which have been unconditionallyallotted but not issued, whether pursuant to the exercise of any outstandingsubscription or conversion rights or otherwise, shall be deemed to carry thevoting rights which they will carry upon issue. The board of directors of Tesco announces that as at 3.00 p.m. (London time) on17 August 2007, valid acceptances of the Offer had been received in respect of atotal of 2,398,641 Dobbies Shares, representing approximately 23.5 per cent. ofthe existing issued share capital of Dobbies. This total includes validacceptances of the Offer received in respect of 270,791 Dobbies Shares,representing approximately 2.7 per cent. of the existing issued share capital ofDobbies, for which irrevocable undertakings to accept the Offer have beenreceived. In addition to the Dobbies Shares in respect of which Tesco Holdings hasreceived acceptances of the Offer, Tesco Holdings owns 3,011,816 Dobbies Shares,representing approximately 29.5 per cent. of the existing issued share capitalof Dobbies. In total, therefore, as at 3.00 p.m. (London time) on 17 August 2007, TescoHoldings may count 5,410,457 Dobbies Shares (representing approximately 53.1 percent. of the existing issued share capital of Dobbies) towards satisfaction ofthe acceptance condition to its Offer. All conditions of the Offer, as set out in the Offer Document dated 20 June2007, have now been satisfied or waived and the Offer has been declaredunconditional in all respects. Commenting on the Offer, Sir Terry Leahy, Chief Executive of Tesco, said: "We're absolutely delighted that we'll be able to put our exciting plans forDobbies into practice. We look forward to working with Dobbies' excellent staffand first-class management team; it's a great brand that we will retain anddevelop from its Scottish base. With our backing and support, the managementteam can now invest in the development of Dobbies in order to realise morequickly its full potential and grasp the opportunities offered by a shifttowards green consumption." Background to and reasons for the Offer • Tesco believes that Dobbies has the best garden centre business model in the UK, with an excellent management team and a strong brand, which will become a nationwide business serving more customers and offering greater choice and keener pricing. • The acquisition of Dobbies will provide Tesco with a new source of growth with the longer term potential for Dobbies to grow strongly and increase access to environmentally friendly products at keener prices, allowing more customers to make a greener choice. • Tesco also believes that Dobbies will be better placed to respond to customers who are seeking to make a positive difference to the environment, developing and offering greener products such as wind turbines, ground source heat pumps, home insulation and composters and services such as personal carbon footprint calculators. • Dobbies will retain its head office in Midlothian and its unique brand, heritage and culture under the Tesco Group umbrella. • As well as the opportunity for Dobbies staff to contribute to the creation of the best niche garden centre business in the UK, Tesco believes that there will be greater career opportunities for Dobbies' staff as a result of faster growth. Extension of the Offer The Offer, which remains subject to the terms set out in the Offer Document,will remain open for acceptance until further notice. Dobbies Shareholders who have not yet accepted the Offer are urged to do so assoon as possible. For Dobbies Shares held in certificated form, to accept the Offer, Forms ofAcceptance not yet returned should be completed, signed and returned inaccordance with the instructions set out in the Offer Document and on the Formof Acceptance, so as to be received as soon as possible. For Dobbies Shares held in uncertificated form (that is, held in CREST) anElectronic Acceptance should be made in accordance with the instructions set outin paragraphs 14(e) to 14(g) of the letter from Tesco in Part II of the OfferDocument as soon as possible. Consideration Settlement of cash consideration due under the Offer will be despatched (or, inrespect of Dobbies Shares held in uncertificated form, credited through CREST)on or before 31 August 2007 in respect of Dobbies Shares for which acceptancesof the Offer, valid in all respects, have already been received or, in respectof Dobbies Shares held in uncertificated form, for which Electronic Acceptanceshave already been validly made. Settlement of cash consideration in respect ofvalid acceptances received or made after 17 August 2007 will be despatched (or,in respect of Dobbies Shares held in uncertificated form, credited throughCREST) within 14 days of such acceptances being received. The aggregate nominal value of elections for the Loan Note Alternative hasexceeded £2 million and accordingly Loan Notes will be issued to those holdersof Dobbies Shares who have elected to receive Loan Notes under the Loan NoteAlternative. For acceptances which have already been received, definitivecertificates in respect of that election will be despatched on or before 31August 2007 and for acceptances received or made after 17 August 2007,certificates will be despatched within 14 days of such acceptances beingreceived. General Save as set out in this announcement neither Tesco, nor Tesco Holdings, nor anyperson acting in concert with Tesco, nor any person acting in concert with TescoHoldings, has any interest in or right to subscribe for relevant securities ofDobbies or has any short position in relation to relevant securities of Dobbies(whether conditional or absolute and whether in money or otherwise) includingany short position under a derivative, any agreement to sell or any deliveryobligation or right to require another person to purchase or take delivery ofany relevant securities of Dobbies. Save for the irrevocable undertakings described in the Offer Document, certainof which, as Tesco Holdings announced on 17 August 2007, have since beenterminated, neither Tesco, nor Tesco Holdings, nor any person acting in concertwith Tesco, nor any person acting in concert with Tesco Holdings, has borrowedor lent any relevant securities nor has any arrangement in relation to relevantsecurities been made. For these purposes, "arrangement" includes any indemnityor option arrangement, any agreement or understanding, formal or informal, ofwhatever nature, relating to relevant securities which is, or may be, aninducement to deal or refrain from dealing in such securities. Terms defined in the Offer Document have the same meanings in this announcement.The terms "acting in concert" and "relevant securities" have the same meaningsas in the City Code. Enquiries TescoSteve Webb, Investor Relations Tel: +44 1992 644 800Jonathan Church, Media Tel: +44 1992 646 606 Greenhill (financial adviser to Tesco) Tel: +44 20 7198 7400Simon BorrowsDavid Wyles JPMorgan Cazenove (broker to Tesco) Tel: +44 20 7588 2828John PaynterLuke Bordewich Maitland (PR adviser to Tesco) Tel: +44 20 7379 5151Angus Maitland This announcement does not constitute an offer or invitation to purchase anysecurities. The Offer is being made solely by means of the Offer Document andthe accompanying Form of Acceptance, which contain the full terms and conditionsof the Offer, including details of how it may be accepted. Greenhill & Co. International LLP, which is authorised and regulated in theUnited Kingdom by the Financial Services Authority, is acting exclusively forTesco Holdings and Tesco and no-one else in connection with the Offer and willnot be responsible to anyone other than Tesco Holdings and Tesco for providingthe protections afforded to clients of Greenhill & Co. International LLP nor forproviding advice in relation to the Offer. This announcement has been prepared for the purpose of complying with Englishlaw and the City Code and the information disclosed may not be the same as thatwhich would have been disclosed if this announcement had been prepared inaccordance with the laws of jurisdictions outside the United Kingdom. The availability of the Offer to persons who are not resident in the UnitedKingdom may be affected by the laws of the relevant jurisdictions. Persons whoare not so resident should inform themselves about and observe any applicablerequirements. Further details in relation to Overseas Shareholders are containedin the Offer Document. The Offer (including the Loan Note Alternative) is not being made, directly orindirectly, in or into and is not capable of acceptance in or from Canada,Australia or Japan. Accordingly, copies of this announcement are not being, andmust not be, mailed or otherwise forwarded, distributed or sent in or into orfrom Canada, Australia or Japan. Custodians, nominees and trustees shouldobserve these restrictions and should not send or distribute copies of thisannouncement in or into Canada, Australia or Japan. The Loan Notes to be issued in connection with the Offer have not been, nor willthey be, registered under the US Securities Act nor under any laws of anyjurisdiction of the United States, the relevant clearances have not been, andwill not be, obtained from the securities commission of any province of Canadaand no prospectus has been lodged with, or registered by, the AustralianSecurities and Investments Commission or the Japanese Ministry of Finance.Accordingly, the Loan Notes may not (unless an exemption under the relevantsecurities laws is applicable) be offered, sold, resold, delivered ortransferred, directly or indirectly, in or into the United States, Canada,Australia or Japan or any other jurisdiction if to do so would constitute aviolation of the relevant laws of, or require registration thereof in, suchjurisdiction or to, or for the account or benefit of, a person located in theUnited States, Canada, Australia or Japan. The Offer is being made in the United States pursuant to an exemption from theUS tender offer rules provided by Rule 14d-1(c) under the US Exchange Act. Notice to US holders of Dobbies Shares: The Offer is being made for the securities of a UK company and is subject to UKdisclosure requirements, which are different from those of the United States.The financial information included in the Offer Document has been prepared inaccordance with generally accepted accounting principles of the United Kingdomand thus may not be comparable to financial information of US companies orcompanies whose financial statements are prepared in accordance with generallyaccepted accounting principles in the United States. The Offer is being made inthe United States pursuant to applicable US tender offer rules and otherwise inaccordance with the requirements of the City Code. Accordingly, the Offer issubject to disclosure and other procedural requirements, including with respectto withdrawal rights, offer timetable, settlement procedures and timing ofpayments that are different from those applicable under US domestic tender offerprocedures and law. The receipt of cash pursuant to the Offer by a US holder of Dobbies Shares maybe a taxable transaction for US federal income tax purposes and under applicableUS state and local, as well as foreign and other tax laws. Each holder ofDobbies Shares is urged to consult his independent professional adviserimmediately regarding the tax consequences of acceptance of the Offer. It may be difficult for US holders of Dobbies Shares to enforce their rights andany claim arising out of the US federal securities laws, since Tesco and Dobbiesare located in a non-US country, and some or all of their officers and directorsmay be residents of a non-US country. US holders of Dobbies Shares may not beable to sue a non-US company or its officers or directors in a non-US court forviolations of the US securities laws. Further, it may be difficult to compel anon-US company and its affiliates to subject themselves to a US court'sjudgement. In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the USExchange Act, Tesco or its nominees, or its brokers (acting as agents), may fromtime to time make certain purchases of, or arrangements to purchase, DobbiesShares outside the United States, other than pursuant to the Offer, during theperiod in which the Offer remains open for acceptance. These purchases may occureither in the open market at prevailing prices or in private transactions atnegotiated prices. Any information about such purchases will be disclosed asrequired in the UK, will be reported to a Regulatory Information Service andwill be available on the London Stock Exchange website,www.londonstockexchange.com. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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