28th Mar 2006 07:04
Wolseley PLC28 March 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM AUSTRALIA, CANADA OR JAPAN 28 March 2006 RECOMMENDED CASH OFFER by UBS INVESTMENT BANK on behalf of the Offeror a wholly owned subsidiary of WOLSELEY PLC and (in the United States) by the Offeror for BRANDON HIRE PLC Summary • The board of directors of Wolseley plc ("Wolseley") and theBoard of Directors of Brandon Hire plc ("Brandon Hire") announce that they havereached agreement on the terms of a recommended cash offer for all the issuedand to be issued share capital of Brandon Hire, to be made by Wolseley BristolLimited ("Wolseley Acquisitions"), a wholly-owned subsidiary of Wolseleyspecifically formed for the purpose of making the offer, and (outside the UnitedStates) by UBS Investment Bank on Wolseley Acquisitions' behalf. • The Offer will be 212 pence in cash for each Brandon HireShare and values Brandon Hire's existing issued share capital at approximately£71.9 million. In addition Brandon Hire Shareholders will be entitled toreceive and retain the final dividend of 2.9 pence per Brandon Hire Share forthe year ended 31 December 2005 payable on 3 May 2006 to Brandon HireShareholders on the register at the close of business on 31 March 2006. • The Offer Price represents: - A premium of 15.2 per cent. to Brandon Hire's share price of 184.0 penceat the close of business on 27 March 2006, the last business day before thisannouncement; - A premium of 38.6 per cent. to Brandon Hire's share price of 153.0 penceat the close of business on 28 December 2005, the last business day beforeBrandon Hire announced it had given permission for a management team to explorea management buyout that may or may not lead to an offer; and - A premium of 50.4 per cent. to the average closing price of 141.0 penceper Brandon Hire share for the three months prior to the close of business on 28 December 2005. • Wolseley Acquisitions has received irrevocable undertakings to acceptthe Offer (including from certain of the directors of Brandon Hire and theirrelated company and trusts) in respect of 12,279,561 Brandon Hire Sharesrepresenting approximately 36.2 per cent. of the existing issued ordinary sharecapital. • The board of Wolseley believes the Offer is an attractive opportunityfor Wolseley to expand in a complementary business area and will providesignificant benefits: - Brandon Hire's hire business is an established business that is highlyrespected in the UK market, with strong growth potential. Brandon Hire willsignificantly improve the strategic position of Wolseley's hire offering andrepresents an attractive opportunity to accelerate its growth; - Brandon Hire has a strong record of organic growth and geographicalexpansion through new sites from both acquisitions and greenfield openings.Following the acquisition, Brandon Hire will benefit from Wolseley's financialstrength in continuing this programme; - There is a strong benefit to customers from a combination of Wolseley'sand Brandon Hire's businesses, from both a product and geographic perspective.In particular, following the acquisition, Wolseley's tool hire business willhave a broader UK presence from which to offer a wider range of products andservices; and - The acquisition of Brandon Hire will enable the combined tool hirebusiness to enhance revenue growth and generate cost synergies through acombined product offering and the sharing of commercial, operational andlogistical best practices. The Board of Brandon Hire, which has been so advised by Close Brothers,considers the terms of the Offer to be fair and reasonable. In providing adviceto the Board of Brandon Hire, Close Brothers has taken into account thecommercial assessments of the directors of Brandon Hire. Accordingly, the Boardof Brandon Hire intends unanimously to recommend Brandon Hire Shareholders toaccept the Offer, as they and their related company and trusts have (save asfurther explained in Appendix 3 and except for Mr Brian Nathan who has not beenable to provide an irrevocable undertaking for reasons outside his control)undertaken to do in respect of their beneficial shareholdings of 8,518,912Brandon Hire Shares, representing, in aggregate, approximately 25.1 per cent. ofthe existing issued share capital of Brandon Hire. Commenting on the Offer, Charles Banks, Chief Executive Officer of Wolseley,said: "We are delighted to have reached agreement with the Board of Brandon Hire. Thetransaction represents a further step in our strategy to broaden our product andgeographic reach, by enhancing our hire offering across the UK. We look forwardto working with the Brandon Hire team to realise the potential that exists togrow the combined business, through sharing best practice and increased customerbenefits" Commenting on the Offer, John Laycock, Chairman of Brandon Hire, said: "The board of Brandon Hire is pleased to accept this offer from Wolseley plc. Itnot only represents excellent value to shareholders, but also secures a strongfuture for the company and its employees as part of a group with a proven trackrecord of developing its acquisitions." This summary should be read in conjunction with the attached announcement. Theconditions to the Offer are set out in Appendix 1 to this announcement. Thebases and sources of certain financial information contained in thisannouncement are set out in Appendix 2. Details of certain irrevocableundertakings are set out in Appendix 3. Certain terms used in this announcementare set out in Appendix 4. Enquiries Wolseley Investors/Analysts: Guy Stainer +44 118 929 8744 Head of Investor Relations +44 773 977 8187 John English +1 513 771 9000 Director of Investor Relations, +1 513 328 4900 North America Press: Penny Studholme +44 118 929 8886 Director of Corporate Communications +44 786 055 3834 UBS Investment Bank +44 20 7568 1000 (Financial adviser to Wolseley) Liam Beere Tim Waddell James Robertson Brunswick +44 20 7404 5959 (PR Adviser to Wolseley) Andrew Fenwick Nina Coad Brandon Hire +44 117 971 9119 John Laycock, Chairman Charles Skinner, Chief Executive Close Brothers +44 20 7655 3100 (Financial adviser to Brandon Hire) David Bezem Gareth Davies Brunswick +44 20 7404 5959 (PR adviser to Brandon Hire) Simon Sporborg Ash Spiegelberg This announcement does not constitute an offer or invitation to purchase anysecurities. The Offer will be made solely by means of the offer document andthe acceptance forms accompanying the offer document, which will contain thefull terms and conditions of the Offer including details of how it may beaccepted. UBS Limited ("UBS Investment Bank" or "UBS") is acting exclusively for Wolseleyand Wolseley Acquisitions and no-one else in connection with the Offer and willnot be responsible to anyone other than Wolseley and Wolseley Acquisitions forproviding the protections afforded to clients of UBS Limited nor for providingadvice in relation to the Offer. Close Brothers is acting exclusively for Brandon Hire and no-one else inconnection with the Offer and will not be responsible to anyone other thanBrandon Hire for providing the protections afforded to clients of Close Brothersnor for providing advice in relation to the Offer. The Offer is not being made in or into, and is not capable of acceptance in orfrom, Canada, Australia or Japan. Custodians, nominees and trustees shouldobserve these restrictions and should not send or distribute documents in orinto Canada, Australia or Japan. Notice to US holders of Brandon Hire 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 an exemption from certain of the US tender offerrules provided by Rule 14d-1(c) and otherwise in accordance with therequirements of the City Code. Accordingly, the Offer will be subject todisclosure and other procedural requirements, including with respect towithdrawal rights, offer timetable, settlement procedures and timing of paymentsthat are different from those under US domestic tender offer procedures and law. It may be difficult for US holders of Brandon Hire Shares to enforce theirrights and any claim arising out of the US federal securities laws, sinceWolseley, Wolseley Acquisitions and Brandon Hire are located in a foreigncountry, and some or all of their officers and directors may be residents of aforeign country. US holders of Brandon Hire Shares may not be able to sue aforeign company or its officers or directors in a foreign court for violationsof the US securities laws. Further, it may be difficult to compel a foreigncompany and its affiliates to subject themselves to a US court's judgement. In accordance with normal UK practice, Wolseley, Wolseley Acquisitions or itsnominees, or its brokers (acting as agents), may from time to time make certainpurchases of, or arrangements to purchase, Brandon Hire Shares outside theUnited States, other than pursuant to the Offer, before or during the period inwhich the Offer remains open for acceptance. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, UBS Investment Bank will continue to act as anexempt market maker in Brandon Hire Shares on the London Stock Exchange. 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 of the UK Listing Authority and will be available on the London StockExchange website, www.londonstockexchange.com NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM AUSTRALIA, CANADA OR JAPAN 28 March 2006 RECOMMENDED CASH OFFER FOR BRANDON HIRE BY WOLSELEY ACQUISITIONS 1. Introduction The board of directors of Wolseley plc ("Wolseley") and the Board of Directorsof Brandon Hire plc ("Brandon Hire") announce that they have reached agreementon the terms of a recommended cash offer for all the issued and to be issuedshare capital of Brandon Hire, to be made by Wolseley Bristol Limited ("WolseleyAcquisitions"), a wholly-owned subsidiary of Wolseley specifically formed forthe purpose of making the Offer, and (outside the United States) by UBSInvestment Bank on Wolseley Acquisitions' behalf. The Offer values each Brandon Hire Share at 212 pence and Brandon Hire'sexisting issued share capital at approximately £71.9 million. • The Offer Price represents: - A premium of 15.2 per cent. to Brandon Hire's share price of 184.0 penceat the close of business on 27 March 2006, the last business day before thisannouncement; - A premium of 38.6 per cent. to Brandon Hire's share price of 153.0 penceat the close of business on 28 December 2005, the last business day beforeBrandon Hire announced it had given permission for a management team to explorea management buyout that may or may not lead to an offer; and - A premium of 50.4 per cent. to the average closing price of 141.0 penceper Brandon Hire share for the three months prior to the close of business on 28 December 2005. The Board of Brandon Hire, which has been so advised by Close Brothers,considers the terms of the Offer to be fair and reasonable. In providing adviceto the Board of Brandon Hire, Close Brothers has taken into account thecommercial assessments of the directors of Brandon Hire. Accordingly, the Boardof Brandon Hire intends unanimously to recommend Brandon Hire Shareholders toaccept the Offer, as they and their related company and trusts have (save asfurther explained in Appendix 3 and except for Mr Brian Nathan who has not beenable to provide an irrevocable undertaking for reasons outside his control)undertaken to do in respect of their beneficial shareholdings of 8,518,912Brandon Hire Shares, representing, in aggregate, approximately 25.1 per cent. ofthe existing issued share capital of Brandon Hire. 2. The Offer The Offer, which will be subject to the conditions and further terms set out inAppendix 1 and to be set out in the offer document, will be made on thefollowing basis: for each Brandon Hire Share 212 pence in cash In addition Brandon Hire Shareholders will be entitled to receive and retain thefinal dividend of 2.9 pence per Brandon Hire Share for the year ended 31December 2005 payable on 3 May 2006 to Brandon Hire Shareholders on the registerat the close of business on 31 March 2006. 3. Dividend The Brandon Hire final dividend of 2.9 pence per Brandon Hire Share for the yearended 31 December 2005 is subject to confirmation at the Annual General Meetingof Brandon Hire, which will be held on Tuesday, 25 April 2006. Brandon Hire hasproposed to pay this dividend on 3 May 2006 to shareholders on the register at31 March 2006. 4. Information relating to Wolseley Wolseley plc is the world's largest specialist trade distributor of plumbing andheating products and a leading supplier of building materials to professionalcontractors in North America, the UK and Continental Europe. Wolseley has morethan 64,000 employees operating in 14 countries namely: UK, USA, France, Canada,Ireland, Italy, The Netherlands, Switzerland, Austria, Czech Republic, Hungary,Belgium, Luxembourg and Denmark. Group sales for the year ended 31 July 2005 were approximately £11.3 billion andoperating profit, before goodwill amortisation was £720.8 million. Wolseley is listed on the London and New York Stock Exchanges and is in the FTSE100 index of listed companies. 5. Information relating to Wolseley Acquisitions Wolseley Acquisitions, a wholly owned subsidiary of Wolseley incorporated in theUK, has been formed for the purpose of making the Offer. To date, WolseleyAcquisitions has engaged in no activities other than those incidental to itsorganisation and the making of the Offer. 6. Information relating to Brandon Hire Brandon Hire operates a national network of 143 tool hire and lifting equipmenthire branches across mainland Britain under the Brandon Hire Tool Hire andBrandon Hire Loadtite banners. The company supplies an extensive range ofequipment for hire to a broad customer base and also sells related equipment andaccessories. Sales for the year ended 31 December 2005 were approximately £57.1 million andoperating profit before intangible asset amortisation was £6.4 million 7. Background to and reasons for the Offer The board of Wolseley believes the Offer is an attractive opportunity forWolseley to expand in a complementary business area and will provide significantbenefits: - Brandon Hire's hire business is an established business that is highlyrespected in the UK market, with strong growth potential. Brandon Hire willsignificantly improve the strategic position of Wolseley's hire offering andrepresents an attractive opportunity to accelerate its growth; - Brandon Hire has a strong record of organic growth and geographicalexpansion through new sites from both acquisitions and greenfield openings.Following the acquisition, Brandon Hire will benefit from Wolseley's financialstrength in continuing this programme; - There is a strong benefit to customers from a combination of Wolseley'sand Brandon Hire's businesses, from both a product and geographic perspective.In particular, following the acquisition, Wolseley's tool hire business willhave a broader UK presence from which to offer a wider range of products andservices; and - The acquisition of Brandon Hire will enable the combined tool hirebusiness to enhance revenue growth and generate cost synergies through acombined product offering and the sharing of commercial, operational andlogistical best practices. 8. Management and employees Wolseley attaches great importance to the skills and experience of the existingmanagement and employees of Brandon Hire and believes that they will benefitfrom greater opportunities within the Wolseley Group. It is Wolseley's intentionto retain all Hire Center and Brandon Hire branches as well as the Brandon Hiremanagement team and office in Bristol. Accordingly, Wolseley has givenassurances to the Directors of Brandon Hire that the existing rights ofemployees of Brandon Hire, including pension rights, will be fully safeguarded. 9. Brandon Hire Share Schemes The Offer will extend to any Brandon Hire Shares which are unconditionallyallotted or issued while the Offer remains open for acceptance (or such earlierdate as Wolseley Acquisitions may, subject to the City Code, determine) as aresult of the exercise or release of share options or awards granted under theBrandon Hire Share Schemes. If the Offer becomes or is declared unconditional in all respects, it isintended that appropriate proposals will be made to participants in the BrandonHire Share Schemes which will allow them to accept the Offer for Brandon HireShares which they acquire on the exercise or release of their share options orawards granted under the Brandon Hire Share Schemes save where the exerciseprice of any option which remains unexercised is above the Offer Price. 10. Financing of the Offer The cash consideration payable by Wolseley Acquisitions to Brandon HireShareholders under the terms of the Offer will be provided from Wolseley'sexisting resources. 11. Irrevocable Undertakings Wolseley Acquisitions has received irrevocable undertakings to accept the Offer(including from certain of the directors of Brandon Hire and their relatedcompany and trusts) in respect of 12,279,561 Brandon Hire Shares, representingapproximately 36.2 per cent. of the existing issued ordinary share capital. The undertakings from certain of the Directors of Brandon Hire and their relatedcompany and trusts (which excludes Mr Brian Nathan who has not been able toprovide an irrevocable undertaking for reasons outside his control) are, save asfurther explained in Appendix 3, in respect of the entire holdings of suchDirectors amounting to 8,518,912 Brandon Hire Shares representing approximately25.1 per cent. of Brandon Hire's existing issued ordinary share capital. Theundertakings from the relevant Directors of Brandon Hire and their relatedcompany and trusts will cease to be binding only if the Offer lapses or iswithdrawn and remain binding in the event that a higher competing offer forBrandon Hire is made. These undertakings also include an undertaking from Morley Fund Management Ltd.in respect of 3,760,649 Brandon Hire Shares representing approximately 11.1 percent. of Brandon Hire's existing issued ordinary share capital. Thecircumstances in which this undertaking will cease to be binding is set out inAppendix 3. In total therefore Wolseley Acquisitions has received irrevocable undertakingsto accept the Offer in respect of 12,279,561 Brandon Hire Shares representingapproximately 36.2 per cent. of Brandon Hire's existing issued share capital. Further details of these irrevocable undertakings are set out in Appendix 3 tothis announcement. 12. Disclosure of interests in Brandon Hire relevant securities Neither Wolseley (or Wolseley Acquisitions) nor any of the Directors of Wolseley(or Wolseley Acquisitions) nor, so far as Wolseley is aware, any person actingin concert with Wolseley, has any interest in or right to subscribe for BrandonHire relevant securities. In view of the requirement for confidentiality, Wolseley has not made anyenquiries in this respect of certain parties who may be deemed by the Panel tobe acting in concert with it for the purposes of the Offer. 13. Inducement Fee As a pre-condition to Wolseley Acquisitions agreeing to announce the Offer,Brandon Hire has agreed to pay an inducement fee to Wolseley Acquisitions ofapproximately £0.8 million if the Offer is announced and: (i) subsequently lapses or is withdrawnor is not made and before this time an independent competing offer is announcedwhich subsequently becomes unconditional in all respects or otherwise completes; (ii) the Directors of Brandon Hirewithdraw or adversely modify their recommendation of the Offer or agree orresolve to recommend an independent competing offer; or (iii) Brandon Hire is in breach of certainnon-solicitation undertakings. 14. Compulsory acquisition, delisting and de-registration Upon the Offer becoming, or being declared, unconditional in all respects andsufficient acceptances being received, Wolseley Acquisitions intends to applythe provisions of sections 428 to 430F (inclusive) of the Companies Act toacquire compulsorily the outstanding Brandon Hire Shares on the same terms asthe Offer. It is also intended that, when Wolseley Acquisitions has by virtue of itsshareholdings and acceptances of the Offer acquired or agreed to acquire BrandonHire Shares carrying at least 75 per cent. of the voting rights attaching to theordinary share capital of Brandon Hire, Wolseley Acquisitions will procure themaking of an application by Brandon Hire both to the London Stock Exchange forthe cancellation of trading of Brandon Hire Shares on the London StockExchange's market for listed securities and to the UK Listing Authority forcancellation of the listing of Brandon Hire Shares on the Official List of theUK Listing Authority. At least 20 business days notice of cancellation will begiven once Wolseley Acquisitions announces it has acquired 75 per cent. of thevoting rights. The cancellation of the listing of Brandon Hire Shares willsignificantly reduce the liquidity and marketability of any Brandon Hire Sharesin respect of which acceptances of the Offer are not submitted. 15. Overseas shareholders The availability of the Offer to persons who are not resident in the UnitedKingdom or the United States may be affected by the laws of their relevantjurisdiction. Such persons should inform themselves of, and observe, anyapplicable legal or regulatory requirements of their jurisdiction. Furtherdetails in relation to overseas shareholders will be contained in the OfferDocument. The Offer will be made for the securities of a UK company. The Offer will bemade in accordance with the requirements of the City Code and will be subject todisclosure and other procedural requirements that are different from those underUS domestic tender offer practice and law. Unless otherwise determined by Wolseley Acquisitions, the Offer will not bemade, directly or indirectly, in or into Australia, Canada, Japan or anyjurisdiction where to do so would constitute a breach of securities laws in thatjurisdiction and the Offer will not be capable of acceptance from or withinAustralia, Canada, Japan or any such other jurisdiction. Accordingly, copies ofthis announcement are not being, and must not be, directly or indirectly, mailedor otherwise forwarded, distributed or sent in, into or from Australia, Canada,Japan or any jurisdiction where to do so would constitute a breach of securitieslaws in that jurisdiction, and persons receiving this announcement (includingcustodians, nominees and trustees) must not mail or otherwise distribute or sendit in, into or from such jurisdictions as doing so may invalidate any purportedacceptance of the Offer. Notwithstanding the foregoing, Wolseley Acquisitions retains the right to permitthe Offer to be accepted and any sale of securities pursuant to the Offer to becompleted if, in its sole discretion, it is satisfied that the transaction inquestion can be undertaken in compliance with applicable law and regulation. 16. General The offer document will be posted to Brandon Hire Shareholders as soon aspracticable. The Offer will be subject to the conditions set out in Appendix 1. The bases and sources of certain financial information contained in thisannouncement are set out in Appendix 2. Details of certain irrevocableundertakings are set out in Appendix 3. Certain terms used in this announcementare defined in Appendix 4. 17. 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 per cent. or more of any class of "relevant securities" of Brandon Hire, all "dealings" in any "relevant securities" of Brandon Hire, (including by means of an option in respect of, or aderivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30 pm (London time) on the London business dayfollowing the date of the relevant transaction. This requirement will continueuntil the date on which the Offer becomes, or is declared, unconditional as toacceptances, lapses or is otherwise withdrawn or on which the "offer period"otherwise ends. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an "interest" in "relevantsecurities" of Brandon Hire, they will be deemed to be a single person for thepurpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Brandon Hire by Wolseley or Brandon Hire, 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 announcement does not constitute an offer or an invitation to purchase anysecurities. The Offer will be made solely by means of the offer document andthe acceptance forms accompanying the offer document, which will contain thefull terms and conditions of the Offer including details of how it may beaccepted. UBS Limited ("UBS Investment Bank" or "UBS") is acting exclusively for Wolseleyand Wolseley Acquisitions and no-one else in connection with the Offer and willnot be responsible to anyone other than Wolseley and Wolseley Acquisitions forproviding the protections offered to clients of UBS Limited nor for providingadvice in relation to the Offer. Close Brothers is acting exclusively for Brandon Hire and no-one else inconnection with the Offer and will not be responsible to anyone other thanBrandon Hire for providing the protections offered to clients of Close Brothersnor for providing advice in relation to the Offer. The Offer is not being made in or into, and is not capable of acceptance in orfrom, Canada, Australia or Japan. Custodians, nominees and trustees shouldobserve these restrictions and should not send or distribute documents in orinto Canada, Australia or Japan. Notice to US holders of Brandon Hire 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 an exemption from certain of the US tender offerrules provided by Rule 14d-1(c) and otherwise in accordance with therequirements of the City Code. Accordingly, the Offer will be subject todisclosure and other procedural requirements, including with respect towithdrawal rights, offer timetable, settlement procedures and timing of paymentsthat are different from those under US domestic tender offer procedures and law. It may be difficult for US holders of Brandon Hire Shares to enforce theirrights and any claim arising out of the US federal securities laws, sinceWolseley, Wolseley Acquisitions and Brandon Hire are located in a foreigncountry, and some or all of their officers and directors may be residents of aforeign country. US holders of Brandon Hire Shares may not be able to sue aforeign company or its officers or directors in a foreign court for violationsof the US securities laws. Further, it may be difficult to compel a foreigncompany and its affiliates to subject themselves to a US court's judgement. In accordance with normal UK practice, Wolseley, Wolseley Acquisitions or itsnominees, or its brokers (acting as agents), may from time to time make certainpurchases of, or arrangements to purchase, Brandon Hire Shares outside theUnited States, other than pursuant to the Offer, before or during the period inwhich the Offer remains open for acceptance. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, UBS Investment Bank will continue to act as anexempt market maker in Brandon Hire Shares on the London Stock Exchange. 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 of the UK Listing Authority and will be available on the London StockExchange website, www.londonstockexchange.com. Appendix 1CONDITIONS AND CERTAIN FURTHER TERMSOF THE OFFER 1. Conditions of the Offer The Offer will be subject to the following conditions: (a) valid acceptances being received (and not, where permitted,withdrawn) by not later than 3.00 p.m. (London time) on the first closing dateof the Offer (or such later time(s) and/or date(s) as Wolseley Acquisitions may,subject to the rules of the City Code, decide) in respect of not less than 90per cent. (or such lower percentage as Wolseley Acquisitions may decide) innominal value of the Brandon Hire Shares, provided that this condition will notbe satisfied unless Wolseley Acquisitions and/or any Associate shall haveacquired or agreed to acquire (whether pursuant to the Offer or otherwise)Brandon Hire Shares carrying in aggregate more than 50 per cent. of the votingrights then normally exercisable at a general meeting of Brandon Hire. For thepurpose of this condition: (i) Brandon Hire Shares which have beenunconditionally allotted but not issued before the Offer becomes or is declaredunconditional as to acceptances, whether pursuant to the exercise of anyoutstanding subscription or conversion rights or otherwise, shall be deemed tocarry the voting rights which they will carry upon issue; and (ii) valid acceptances shall be deemed tohave been received in respect of Brandon Hire Shares which are treated for thepurposes of section 429(8) of the Companies Act 1985 as having been acquired orcontracted to be acquired by Wolseley Acquisitions by virtue of acceptances ofthe Offer; (b) no Third Party having intervened (as defined below) and therenot continuing to be outstanding any statute, regulation or order of any ThirdParty in each case which is or is likely to be material in the context of theOffer which would or might reasonably be expected to: (i) make the Offer, its implementationor the acquisition or proposed acquisition by Wolseley Acquisitions or anymember of the Wider Wolseley Group of any shares or other securities in, orcontrol or management of, Brandon Hire or any member of the Wider Brandon HireGroup void, illegal or unenforceable in any jurisdiction, or otherwise directlyor indirectly restrain, prevent, prohibit, restrict or delay the same or imposeadditional conditions or obligations with respect to the Offer or suchacquisition, or otherwise impede, challenge or interfere with the Offer or suchacquisition, or require material amendment to the terms of the Offer or theacquisition or proposed acquisition of any Brandon Hire Shares or theacquisition of control or management of Brandon Hire or the Wider Brandon HireGroup by Wolseley Acquisitions or any member of the Wolseley Group; (ii) limit or delay, or impose anymaterial limitations on, the ability of any member of the Wider Wolseley Groupor any member of the Wider Brandon Hire Group to acquire or to hold or toexercise effectively, directly or indirectly, all or any rights of ownership inrespect of shares or other securities in, or to exercise voting or managementcontrol over, any member of the Wider Brandon Hire Group or any member of theWider Wolseley Group; (iii) require the divestiture by anymember of the Wider Wolseley Group of any shares or other securities in BrandonHire; (iv) require the divestiture by any memberof the Wider Wolseley Group or by any member of the Wider Brandon Hire Group ofall or any material portion of their respective businesses, assets or propertiesor limit to a material extent the ability of any of them to conduct any of theirrespective businesses or to own or control any of their respective assets orproperties or any part thereof; (v) except pursuant to Part XIIIA of theCompanies Act 1985, require any member of the Wider Wolseley Group or of theWider Brandon Hire Group to acquire, or to offer to acquire, any shares or othersecurities (or the equivalent) in any member of either group owned by any thirdparty; (vi) limit the ability of any member of theWider Wolseley Group or of the Wider Brandon Hire Group to conduct or integrateor co-ordinate its business, or any part of it, with the businesses or any partof the businesses of any other member of the Wider Wolseley Group or of theWider Brandon Hire Group; (vii) result in any member of the WiderBrandon Hire Group ceasing to be able to carry on business under any name underwhich it presently does so; or (viii) otherwise adversely affect any or allof the business, assets, profits, financial or trading position or prospects ofany member of the Wider Brandon Hire Group in a way which is material to theWider Brandon Hire Group or the Wider Wolseley Group, and all applicable waiting and other time periods during which any Third Partycould intervene under the laws of any relevant jurisdiction having expired,lapsed or been terminated; (c) all notifications and filings which are necessary or arereasonably considered appropriate by Wolseley Acquisitions having been made, allappropriate waiting and other time periods (including any extensions of suchwaiting and other time periods) under any applicable legislation or regulationof any relevant jurisdiction having expired, lapsed or been terminated (asappropriate) and all statutory or regulatory obligations in any relevantjurisdiction having been complied with in each case in connection with the Offeror the acquisition or proposed acquisition of any shares or other securities in,or control or management of, Brandon Hire or any other member of the WiderBrandon Hire Group by any member of the Wider Wolseley Group or the carrying onby any member of the Wider Brandon Hire Group of its business; (d) all Authorisations which are necessary or are reasonablyconsidered necessary by Wolseley Acquisitions in the relevant jurisdiction foror in respect of the Offer or the acquisition or proposed acquisition of anyshares or other securities in, or control or management of, Brandon Hire or anyother member of the Wider Brandon Hire Group by any member of the Wider WolseleyGroup or the carrying on by any member of the Wider Brandon Hire Group of itsbusiness having been obtained, in terms and in a form reasonably satisfactory toWolseley Acquisition, from all appropriate Third Parties or from any persons orbodies with whom any member of the Wider Brandon Hire Group has entered intocontractual arrangements, and all such Authorisations remaining in full forceand effect and there being no notice or intimation of any intention to revoke,suspend, restrict, modify or not to renew any of the same; (e) since 31 December 2005 and except as disclosed in BrandonHire's annual report and accounts for the year then ended or as publiclyannounced by Brandon Hire prior to the date of the announcement (by the deliveryof an announcement to a Regulatory Information Service) or as fairly disclosedprior to the date of the announcement in writing to Wolseley Acquisitions by oron behalf of Brandon Hire, there being no provision of any arrangement,agreement, licence, permit, franchise or other instrument to which any member ofthe Wider Brandon Hire Group is a party, or by or to which any such member orany of its assets is or are or may be bound, entitled or subject or anycircumstance, which, in each case as a consequence of the Offer or theacquisition or proposed acquisition of any shares or other securities in, orcontrol of, Brandon Hire or any other member of the Wider Brandon Hire Group byany member of the Wider Wolseley Group or otherwise, could or might reasonablybe expected to result in: (i) any monies borrowed by or any otherindebtedness or liabilities (actual or contingent) of, or any grant availableto, any member of the Wider Brandon Hire Group being or becoming repayable orcapable of being declared repayable immediately or prior to its stated repaymentdate or the ability of any member of the Wider Brandon Hire Group to borrowmonies or incur any indebtedness being withdrawn or inhibited or becomingcapable of being withdrawn; (ii) the creation or enforcement of anymortgage, charge or other security interest over the whole or any part of thebusiness, property, assets or interests of any member of the Wider Brandon HireGroup or any such mortgage, charge or other security interest (wherever created,arising or having arisen) becoming enforceable; (iii) any such arrangement, agreement,licence, permit, franchise or instrument, or the rights, liabilities,obligations or interests of any member of the Wider Brandon Hire Groupthereunder, being, or becoming capable of being, terminated or adverselymodified or affected or any adverse action being taken or any obligation orliability arising thereunder in each case which would have a material adverseimpact on the Brandon Hire Group as a whole; (iv) any asset or interest of any member ofthe Wider Brandon Hire Group being or falling to be disposed of or ceasing to beavailable to any member of the Wider Brandon Hire Group or any right arisingunder which any such asset or interest could be required to be disposed of orcould cease to be available to any member of the Wider Brandon Hire Groupotherwise than in the ordinary course of business and in each case which wouldhave a material adverse impact on the Brandon Hire Group as a whole; (v) any member of the Wider Brandon HireGroup ceasing to be able to carry on business under any name under which itpresently does so; (vi) the creation of material liabilities(actual or contingent) by any member of the Wider Brandon Hire Group other thanin the ordinary course of business; (vii) the rights, liabilities, obligationsor interests of any member of the Wider Brandon Hire Group under any sucharrangement, agreement, licence, permit, franchise or other instrument or theinterests or business of any such member in or with any other person, firm,company or body (or any arrangement or arrangements relating to any suchinterests or business) being terminated or adversely modified or affected and ineach case which would have a material adverse impact on the Brandon Hire Groupas a whole; (viii) the financial or trading position orthe prospects or the value of any member of the Wider Brandon Hire Group beingprejudiced or adversely affected, and no event having occurred which, under any provision of any such arrangement,agreement, licence, permit or other instrument, would result in any of theevents or circumstances which are referred to in paragraphs (i) to (viii) ofthis condition (e); (f) since 31 December 2005 and except as disclosed in BrandonHire's annual report and accounts for the year then ended or as otherwisepublicly announced by Brandon Hire prior to the date of the announcement (by thedelivery of an announcement to a Regulatory Information Service) or as otherwisefairly disclosed prior to the date of the announcement in writing to WolseleyAcquisitions by or on behalf of Brandon Hire no member of the Wider Brandon HireGroup having: (i) issued or agreed to issue, orauthorised the issue of, additional shares of any class, or securitiesconvertible into or exchangeable for, or rights, warrants or options tosubscribe for or acquire, any such shares or convertible securities ortransferred or sold any shares out of treasury, other than in each case asbetween Brandon Hire and wholly-owned subsidiaries of Brandon Hire or any sharesissued upon the exercise of any options granted under any of the Brandon HireShare Schemes; (ii) purchased or redeemed or repaid anyof its own shares or other securities or reduced or made any other change to anypart of its share capital; (iii) recommended, declared, paid or madeany dividend or other distribution whether payable in cash or otherwise or madeany bonus issue (other than to Brandon Hire or a wholly-owned subsidiary ofBrandon Hire or the 2.9 pence per share final dividend to be paid in respect ofthe year ended 31 December 2005); (iv) except as between Brandon Hire and itswholly-owned subsidiaries or between such wholly-owned subsidiaries made orauthorised any change in its loan capital; (v) (other than any acquisition ordisposal in the ordinary course of business or a transaction between BrandonHire and a wholly-owned subsidiary of Brandon Hire or between such wholly-ownedsubsidiaries) merged with, demerged or acquired any body corporate, partnershipor business or acquired or disposed of or transferred, mortgaged, charged orcreated any security interest over any assets or any right, title or interest inany assets (including shares in any undertaking and trade investments) orauthorised the same; (vi) issued or authorised the issue of, ormade any change in or to, any debentures or (except as between Brandon Hire andits wholly-owned subsidiaries or between such wholly-owned subsidiaries)incurred or increased any indebtedness or liability (actual or contingent); (vii) entered into, varied, or authorisedany agreement, transaction, arrangement or commitment (whether in respect ofcapital expenditure or otherwise) which: (A) is of a long term, onerous or unusual nature or magnitude orwhich could involve an obligation of such nature or magnitude; or (B) is reasonably likely to restrict the business of any member ofthe Wider Brandon Hire Group; or (C) is other than in the ordinary course of business; which in any case is material in the context of the Wider Brandon Hire Grouptaken as a whole; (viii) except as between Brandon Hire and itswholly-owned subsidiaries or between such wholly-owned subsidiaries, enteredinto, implemented, effected or authorised any merger, demerger, reconstruction,amalgamation, scheme, commitment or other transaction or arrangement in respectof itself or another member of the Wider Brandon Hire Group which in any case ismaterial in the context of the Wider Brandon Hire Group taken as a whole; (ix) entered into or varied the terms of,any contract, agreement or arrangement with any of the directors or seniorexecutives of any member of the Wider Brandon Hire Group; (x) taken any corporate action or had anylegal proceedings instituted or threatened against it or petition presented ororder made for its winding-up (voluntarily or otherwise), dissolution orreorganisation or for the appointment of a receiver, administrator,administrative receiver, trustee or similar officer of all or any part of itsassets and revenues or any analogous proceedings in any jurisdiction orappointed any analogous person in any jurisdiction; (xi) been unable, or admitted in writingthat it is unable, to pay its debts or having stopped or suspended (orthreatened to stop or suspend) payment of its debts generally or ceased orthreatened to cease carrying on all or a substantial part of its business; (xii) waived or compromised any claim whichis material in the context of the Brandon Hire Group taken as a whole; (xiii) made any alteration to its memorandumor articles of association; (xiv) made or agreed or consented to: (A) any change: (I) to the terms of the trust deeds constituting the pension scheme(s)established for its directors, employees or their dependants; or (II) the benefits which accrue or to the pensions which are payablethereunder; or (III) the basis on which qualification for, or accrual or entitlement tosuch benefits or pensions are calculated or determined; or (IV) the basis upon which the liabilities (including pensions) or such pensionschemes are funded or made, or (B) any change to the trustees including the appointment of a trustcorporation; (xv) proposed, agreed to provide or modifiedthe terms of any share option scheme, incentive scheme or other benefit relatingto the employment or termination of employment of any person employed by theWider Brandon Hire Group; or (xvi) entered into any agreement, commitmentor arrangement or passed any resolution or made any offer (which remains openfor acceptance) or proposed or announced any intention with respect to any ofthe transactions, matters or events referred to in this condition (f); (g) since 31 December 2005 and except as disclosed in BrandonHire's annual report and accounts for the year then ended or as otherwisepublicly announced by Brandon Hire prior to the date of the announcement (by thedelivery of an announcement to a Regulatory Information Service) or as otherwisefairly disclosed prior to the date of the announcement in writing to WolseleyAcquisitions by or on behalf of Brandon Hire: (i) there having been no adverse changeor deterioration in the business, assets, financial or trading positions orprofit or prospects of any member of the Wider Brandon Hire Group which ismaterial in the context of the Brandon Hire Group taken as a whole; (ii) no contingent or other liability ofany member of the Wider Brandon Hire Group having arisen or become apparent orincreased which in any case is material in the context of the Brandon Hire Grouptaken as a whole; (iii) no litigation, arbitrationproceedings, prosecution or other legal proceedings to which any member of theWider Brandon Hire Group is or may become a party (whether as plaintiff,defendant or otherwise) having been threatened, announced, implemented orinstituted by or against or remaining outstanding against or in respect of anymember of the Wider Brandon Hire Group which in any case is material in thecontext of the Brandon Hire Group taken as a whole; and (iv) (other than as a result of the Offer)no enquiry or investigation by, or complaint or reference to, any Third Partyhaving been threatened, announced, implemented, instituted by or against orremaining outstanding against or in respect of any member of the Wider BrandonHire Group which in any case is material in the context of the Brandon HireGroup taken as a whole; (h) Wolseley Acquisitions not having discovered: (i) that any financial or business orother information concerning the Wider Brandon Hire Group publicly announced ordisclosed in writing at any time by or on behalf of any member of the WiderBrandon Hire Group, to any member of the Wider Wolseley Group or to any of theiradvisers or otherwise, is misleading or contains any misrepresentation of factor omits to state a fact necessary to make any information contained therein notmisleading and which was not subsequently corrected before the date of theannouncement by disclosure either publicly or otherwise in writing to WolseleyAcquisitions or its professional advisers to an extent which in any case ismaterial in the context of the Brandon Hire Group taken as a whole; (ii) that any member of the Wider BrandonHire Group is subject to any liability (actual or contingent) which is notdisclosed in Brandon Hire's annual report and accounts for the financial yearended 31 December 2005 and which in any case is material in the context of theBrandon Hire Group taken as a whole; or (iii) any information which affects theimport of any information disclosed publicly or in writing at any time by or onbehalf of any member of the Wider Brandon Hire Group to an extent which ismaterial in the context of the Brandon Hire Group taken as a whole; (i) Wolseley Acquisitions not having discovered other than tothe extent fairly disclosed in writing to Wolseley Acquisitions by or on behalfof Brandon Hire before the date of the announcement: (i) that any past or present member ofthe Wider Brandon Hire Group has not complied with any applicable legislation orregulations of any jurisdiction with regard to the use, treatment, handling,storage, transport, release, disposal, discharge, spillage, leak or emission ofany waste or hazardous substance or any substance likely to impair theenvironment or harm human health, or otherwise relating to environmental mattersor the health and safety of any person, or that there has otherwise been anysuch use, treatment, handling, storage, transport, release, disposal, discharge,spillage, leak or emission (whether or not this constituted a non-compliance byany person with any legislation or regulations and wherever the same may havetaken place) which, in any case, would be likely to give rise to any liability(whether actual or contingent) or cost on the part of any member of the WiderBrandon Hire Group which in any case is material in the context of the BrandonHire Group taken as a whole; (ii) that there is, or is likely to be,any liability, whether actual or contingent, to make good, repair, reinstate orclean up any property now or previously owned, occupied or made use of by anypast or present member of the Wider Brandon Hire Group or any other property orany controlled waters under any environmental legislation, regulation, notice,circular, order or other lawful requirement of any relevant authority or thirdparty or otherwise which in any case is material in the context of the BrandonHire Group taken as a whole; or (iii) that circumstances exist whereby aperson or class of persons would be likely to have a claim in respect of anysupply, product or process of manufacture or materials used therein now orpreviously supplied, manufactured, sold or carried out by any past or presentmember of the Wider Brandon Hire Group which is or would be material in thecontext of the Brandon Hire Group taken as a whole. For the purpose of these conditions: (a) "Third Party" means any central bank, government, governmentdepartment or governmental, quasi-governmental, supranational, statutory,regulatory or investigative body, authority (including any national anti-trustor merger control authority), court, trade agency, association, institution orprofessional or environmental body or any other person or body whatsoever in anyrelevant jurisdiction; (b) a Third Party shall be regarded as having "intervened" if ithas decided to take, institute, implement or threaten any action, proceeding,suit, investigation, enquiry or reference (and in each case has not irrevocablywithdrawn the same) or made, proposed or enacted any statute, regulation,decision or order or taken any measures or other steps or required any action tobe taken or information to be provided or otherwise having done anything and"intervene" shall be construed accordingly; (c) "Authorisations" means authorisations, orders, grants,recognitions, determinations, certificates, confirmations, consents, licences,clearances, provisions and approvals. Subject to the requirements of the Panel, Wolseley Acquisitions reserves theright to waive all or any of the above conditions, in whole or in part, exceptcondition (a). Conditions (b) to (i) (inclusive) must be fulfilled, be determined by WolseleyAcquisitions to be or remain satisfied or (if capable of waiver) be waived bymidnight on the 21st day after the later of the first closing date of the Offerand the date on which condition (a) is fulfilled (or in each case such laterdate as Wolseley Acquisitions may, with the consent of the Panel, decide),failing which the Offer will lapse. Wolseley Acquisitions shall be under noobligation to waive (if capable of waiver), to determine to be or remainsatisfied or to treat as fulfilled any of conditions (b) to (i) (inclusive) by adate earlier than the latest date specified above for the fulfilment of thatcondition, notwithstanding that the other conditions of the Offer may at suchearlier date have been waived or fulfilled and that there are, at such earlierdate, no circumstances indicating that any condition may not be capable offulfilment. If the Panel requires Wolseley Acquisitions to make an offer for Brandon HireShares under the provisions of Rule 9 of the City Code, Wolseley Acquisitionsmay make such alterations to the conditions of the Offer, including to condition(a), as are necessary to comply with the provisions of that Rule. The Offer will lapse (unless otherwise agreed by the Panel) if the acquisitionof Brandon Hire by Wolseley Acquisitions is referred to the CompetitionCommission before the later of 3.00 p.m. (London time) on the first closing dateof the Offer and the date when the Offer becomes or is declared unconditional asto acceptances. If the Offer lapses it will cease to be capable of further acceptance. BrandonHire Shareholders who have accepted the Offer and Wolseley Acquisitions shallthen cease to be bound by acceptances delivered on or before the date on whichthe Offer lapses. 2. Certain further terms of the Offer Brandon Hire Shares will be acquired by Wolseley Acquisitions fully paid andfree from all liens, equitable interests, charges, encumbrances and other thirdparty rights of any nature whatsoever and together with all rights attaching tothem, including the right to receive and retain all dividends and distributions(if any) declared, made or payable after the date of this announcement otherthan the final dividend of 2.9 pence per Brandon Hire Share for the financialyear ended 31 December 2005. The Offer will be on the terms and will be subject, inter alia, to theconditions which are set out in part REF _Ref511114398 /r /h /* MERGEFORMAT 1of Appendix 1 and those terms which will be set out in the formal offer documentand such further terms as may be required to comply with the Listing Rules ofthe UK Listing Authority and the provisions of the City Code. The Offer andany acceptances thereunder will be governed by English law. The availability of the Offer to persons not resident in the United Kingdom maybe affected by the laws of the relevant jurisdictions. Persons who are notresident in the United Kingdom should inform themselves about and observe anyapplicable requirements. Appendix 2Bases and Sources (a) The value attributed to the existing issued share capital ofBrandon Hire is based upon the 33,919,486 Brandon Hire Shares in issue on 27March 2006. (b) Unless otherwise stated, the financial information on Wolseleyis extracted from Wolseley's Annual Report and Accounts for the year ended 31July 2005. (c) Unless otherwise stated, the financial information on BrandonHire is extracted from Brandon Hire's Annual Report and Accounts for the yearended 31 December 2005. Appendix 3DETAILS OF IRREVOCABLE UNDERTAKINGS Wolseley Acquisitions has received irrevocable undertakings from the Directorsof Brandon Hire (other than Mr Brian Nathan who has not been able to provide anirrevocable undertaking for reasons outside his control) and their relatedcompany and trusts to accept (or to procure that the registered holders accept)the Offer in respect of 8,518,912 Brandon Hire Shares in aggregate, representingapproximately 25.1 per cent. of the existing issued share capital of BrandonHire. Details of these undertakings are as follows: Name Number of Brandon Hire Shares Percentage of existing issued share capital of Brandon HireJohn Laycock(1) 5,720,932 16.9John Laycock Ltd(2) 587,705 1.7Steven Laycock and Stuart Hooper(3) 1,676,363 4.9Chris Sims 180,000 0.5Rathbone Investment Management Limited 353,912 1.0(4) Wolseley Acquisitions has also received an undertaking from Morley Fund Management Ltd in respect of3,760,649 Brandon Hire Shares representing approximately 11.1 per cent. of Brandon Hire's existingissued ordinary share capital. The undertaking will cease to be binding if the offer document hasnot been posted within 28 days of the date of this announcement, if the Offer lapses or iswithdrawn, on expiry of 14 days from the date on which the Offer becomes unconditional or suchlonger period (up to a maximum of 2 months) specified in the offer document over which the Offerremains open for acceptance, if Morley Fund Management Ltd is required to withdraw their undertakingby any court or competent regulator, if there is a material change in the information relating tothe Offer upon which the decision to provide the undertaking is based or if a third party announcesa firm intention to make an offer for Brandon Hire where the consideration of such competing offeris (in Morley's reasonable opinion) not less than 5 per cent. greater than the considerationavailable under the Offer. Appendix 4 Definitions The following definitions apply throughout this announcement unless the contextrequires otherwise."Associate" has the meaning given in section 430E of the Companies Act 1985"Australia" the Commonwealth of Australia, its territories and possessions"Brandon Hire" Brandon Hire plc"Brandon Hire Group" Brandon Hire and its subsidiary undertakings"Brandon Hire relevant securities" Brandon Hire Shares and options granted under the Brandon Hire Share Schemes;"Brandon Hire Shareholders" holders of Brandon Hire Shares"Brandon Hire Share Schemes" 1989 Brandon Hire Executive Share Option Scheme, Brandon Hire plc Sharesave Scheme and the 2004 Brandon Hire plc Long-Term Incentive Plan"Brandon Hire Shares" includes: (i) the existing unconditionally allotted or issued and fully paid ordinary shares of 10 pence each in the capital of Brandon Hire; and (ii) any further ordinary shares of 10 pence each in the capital of Brandon Hire which are unconditionally allotted or issued and fully paid before the date on which the Offer closes or before such earlier date as Wolseley Acquisitions (subject to the City Code) may determine not being earlier than the date on which the Offer becomes or is declared unconditional as to acceptances, but excludes any shares held as treasury shares on such date as Wolseley Acquisitions may determine before the date on which the Offer closes (which may be a different date to the date referred to in (ii))."Canada" Canada, its provinces and territories and all areas under its jurisdiction and political sub-divisions thereof"City Code" the City Code on Takeovers and Mergers "Close Brothers" Close Brothers Corporate Finance Limited"Japan" Japan, its cities, prefectures, territories and possessions"Listing Rules" the rules and regulations made by the Financial Services Authority in its capacity as the UK Listing Authority under the Financial Services and Markets Act 2000"London Stock Exchange" London Stock Exchange plc"Offer" the recommended cash offer to be made by Wolseley Acquisitions and, outside the United States by UBS Investment Bank, on behalf of Wolseley Acquisitions, to acquire the Brandon Hire Shares, including where the context so requires, any subsequent revision, variation, extension or renewal of such offer"Offer Price" 212 pence per Brandon Hire Share"Panel" the Panel on Takeovers and Mergers"Regulatory Information Service" any of the services set out in schedule 12 to the Listing Rules"Substantial Interest" a direct or indirect interest in 20 per cent. or more of the voting equity capital of an undertaking"treasury shares" any Brandon Hire Shares held by Brandon Hire as treasury shares"UBS Investment Bank" UBS Limited"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland"United States of America" or "United the United States of America, its territories and possessions,States" any state of the United States and the District of Columbia"US Exchange Act" the United States Securities Exchange Act of 1934 as amended"Wider Brandon Hire Group" Brandon Hire and the subsidiaries and subsidiary undertakings of Brandon Hire and associated undertakings (including any joint venture, partnership, firm or company in which any member of the Brandon Hire Group is interested or any undertaking in which Brandon Hire and such undertakings (aggregating their interests) have a Substantial Interest"Wider Wolseley Group" Wolseley and the subsidiaries and subsidiary undertakings of Wolseley and associated undertakings (including any joint venture, partnership, firm or company in which any member of the Wolseley Group is interested or any undertaking in which Wolseley and such undertakings (aggregating their interests) have a Substantial Interest"Wolseley" Wolseley plc"Wolseley Acquisitions" or "Offeror" Wolseley Bristol Limited, a wholly-owned subsidiary of Wolseley"Wolseley Group" Wolseley and its subsidiaries and subsidiary undertakings For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "undertaking", "associated undertaking" have the meanings given by the CompaniesAct 1985 (but for this purpose ignoring paragraph 20(1)(b) of Schedule 4A of theCompanies Act 1985). -------------------------- (1) John Laycock is the beneficial owner of a further 15,000 Brandon Hire Shareswhich are held by his pension scheme. These shares are not subject to theirrevocable undertaking. (2) John Laycock Limited is a company wholly-owned by John Laycock. (3) Held as joint trustees of a trust (the sole beneficiary of which is JohnLaycock). (4) Rathbone Investment Management Limited holds 353,912 Brandon Hire Shares onbehalf of Charles Skinner and hence Rathbone Investment Management Limited hasprovided an irrevocable undertaking with respect to these shares. As these353,912 Brandon Hire Shares are not held in his name, Charles Skinner has notprovided an irrevocable undertaking in relation to them. He has, however,provided an irrevocable undertaking with respect to Brandon Hire Shares to beacquired by him on the exercise of certain share options he holds in BrandonHire. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Ferguson