17th Aug 2007 12:59
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 Termination of Irrevocable Undertakings Tesco Holdings' announcement of 8 June 2007 of its firm intention to make anoffer for Dobbies, and the document posted to Dobbies Shareholders on 20 June2007 setting out the full terms of the Offer (the "Offer Document"), containeddetails of call options which had been granted to Tesco Holdings by the DobbiesDirectors and certain of their connected persons in respect of Dobbies Sharesamounting, in aggregate, to 1,648,966 Dobbies Shares (representing approximately16.4 per cent. of the existing issued share capital of Dobbies) (the "CallOptions"). Tesco Holdings announced on 6 August 2007 that the Call Options werebeing exercised on that day. Completion of the exercise of the Call Options tookplace on 7 August 2007. The terms of the Call Options were included in the irrevocable undertakingsentered into by the Dobbies Directors and certain of their connected persons(the "Irrevocable Undertakings") dated 7 June 2007. Prior to the exercise by James Barnes and Johnny Trotter of options under theDobbies 2001 Executive Option Scheme in respect, in aggregate, of 125,000Dobbies Shares (representing approximately 1.24 per cent. of the existing issuedshare capital of Dobbies) (the "Executive Option Shares"), which was announcedearlier today by Dobbies, James Barnes, Johnny Trotter and Sharon Brown enteredinto termination agreements with Tesco Holdings (the "Termination Agreements")pursuant to which the Irrevocable Undertakings entered into by such DobbiesDirectors and Tesco Holdings were terminated. Copies of the Irrevocable Undertakings and the Termination Agreements will beavailable for inspection during normal business hours on any weekday (Saturdays,Sundays and public holidays excepted) at the offices of Freshfields BruckhausDeringer, 65 Fleet Street, London, EC4Y 1HS, until the end of the Offer Period. Terms defined in the Offer Document have the same meanings in this announcement. Enquiries Tesco Chris Griffith, Investor Relations Tel: +44 1992 644 116 Trevor Datson, Media Tel: +44 1992 644 645 Greenhill (financial adviser to Tesco) Tel: +44 20 7198 7400 Simon Borrows David Wyles JPMorgan Cazenove (broker to Tesco) Tel: +44 20 7588 2828 John Paynter Luke Bordewich Maitland (PR adviser to Tesco) Tel: +44 20 7379 5151 Angus 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:
Tesco