20th Jun 2007 18:16
Tesco PLC20 June 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 For immediate release 20 June 2007 Tesco Holdings Limited Recommended cash Offer for Dobbies Garden Centres plc Posting of Offer Document Following the announcement on 8 June 2007 by Tesco PLC regarding the recommendedcash offer for Dobbies by Tesco Holdings at a price of 1,500 pence per Dobbies Share, Tesco and Dobbies announce that the Offer Document is being posted to Dobbies Shareholders today together with the Form of Acceptance. The Offer will initially remain open for acceptance until 1.00p.m. on 18 July 2007. The procedure for acceptance of the Offer is set out in paragraph 14 of Part II of the Offer Document and, in respect of certificated Dobbies Shares, is further described in the Form of Acceptance. The Offer is subject to the terms and conditions set out in the Offer Document, including regulatory clearance and a 50 per cent. acceptance condition (rather than the 75 per cent. acceptance condition stated in the announcement by Tesco PLC on 8 June 2007). The Offer Document and the Form of Acceptance will be available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of Freshfields Bruckhaus Deringer at 65 Fleet Street, London, EC4Y 1HS. Enquiries TescoSteve Webb, Investor Relations Tel: +44 1992 644 800Jonathan Church, Media Tel: +44 1992 644 645 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 Dobbies Tel: +44 131 663 6778James BarnesSharon Brown Deloitte Corporate Finance Tel: +44 131 535 7342(financial adviser to Dobbies)Cahal DowdsRoger Esler Bell Lawrie Tel: +44 131 529 0272(nominated adviser and joint broker to Dobbies) Sandy Fraser Shore Capital (joint broker to Dobbies) Tel: +44 20 7468 7932Alex Borrelli Bell Pottinger (PR adviser to Dobbies) Tel: +44 20 7861 3232Ben Woodford Capitalised terms used but not defined in this announcement shall have themeanings given to them in the Offer Document. This announcement does not constitute an offer or invitation to purchase anysecurities. The Offer will be made solely by means of the Offer Document and theaccompanying Form of Acceptance, which will contain the full terms andconditions of 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. Deloitte Corporate Finance is acting exclusively for Dobbies and for no-one elsein connection with the Offer and will not regard any other person as its clientnor be responsible to anyone other than Dobbies for providing the protectionsafforded to the clients of Deloitte Corporate Finance nor for providing advicein relation to the Offer or any matter referred to herein. Deloitte CorporateFinance is a division of Deloitte & Touche LLP, which is authorised andregulated by the Financial Services Authority in respect of regulatedactivities. Bell Lawrie, a division of Brewin Dolphin Securities Limited, which isauthorised and regulated in the United Kingdom by the Financial ServicesAuthority, is acting exclusively for Dobbies and no-one else in connection withthe Offer and will not be responsible to anyone other than Dobbies for providingthe protections afforded to clients of Bell Lawrie nor for providing advice inrelation to the Offer. The Offer (including the Loan Note Alternative) will not be made, directly orindirectly, in or into and will not be 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 will be made in the United States pursuant to an exemption from the UStender 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 this announcement 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 will be made inthe United States pursuant to applicable US tender offer rules and otherwise inaccordance with the requirements of the City Code. Accordingly, the Offer willbe subject to disclosure and other procedural requirements, including withrespect to withdrawal rights, offer timetable, settlement procedures and timingof payments that are different from those applicable under US domestic tenderoffer procedures 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, before orduring the period in which the Offer remains open for acceptance. Thesepurchases may occur either in the open market at prevailing prices or in privatetransactions at negotiated prices. Any information about such purchases will bedisclosed as required in the UK, will be reported to a Regulatory InformationService and will be available on the London Stock Exchange website,www.londonstockexchange.com. 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 "relevantsecurities" 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 than3.30 pm (London time) on the London business day following the date of therelevant transaction. This requirement will continue until the date on which theOffer becomes, or is declared, unconditional as to acceptances, lapses or isotherwise withdrawn or on which the "offer period" otherwise ends. If two ormore persons act together pursuant to an agreement or understanding, whetherformal or informal, to acquire an "interest" in "relevant securities" ofDobbies, 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 "relevantsecurities" of Dobbies by Tesco Holdings or Dobbies, or by any of theirrespective "associates", must be disclosed by no later than 12.00 noon (Londontime) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8, you should consult the Panel. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Tesco