Result of Scheme Court Hearing
11 December 2010 - 12:40AM
UK Regulatory
TIDMBTSM TIDMTPK
RNS Number : 7625X
BSS Group PLC
10 December 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF THAT JURISDICTION
10 December 2010
Recommended Offer for The BSS Group plc ("BSS" or the "Company") by Travis
Perkins plc to be effected by means of a Scheme of Arrangement under Part 26 of
the Companies Act 2006
Result of Scheme Court Hearing
The Company is pleased to announce that today, at the first of the two court
hearings required as part of the Scheme, the Court sanctioned the Scheme under
Part 26 of the Companies Act 2006.
In order for the Scheme to become effective in accordance with its terms, the
Court must confirm the Capital Reduction at the Capital Reduction Hearing which
is scheduled to take place on 14 December 2010.
Dealings in BSS Shares on the London Stock Exchange will be suspended with
effect from 8.00 a.m. (London time) on 13 December 2010. It is expected that
the Scheme will become effective on 14 December 2010 and that the cancellation
of the admission to trading of BSS Shares on the London Stock Exchange's main
market for listed securities and the cancellation of the admission of the BSS
Shares to the Official List will take place at 8.00 a.m. (London Time) on 15
December 2010.
Upon the Scheme becoming effective, holders of BSS Shares will be entitled to
receive 232.91 pence in cash and 0.2608 New Travis Perkins Shares for each BSS
Share held by them at the Scheme Record Time (6:30 p.m. (London time) on 13
December 2010), subject to any adjustments to such consideration resulting from
valid elections made pursuant to the Mix and Match Facility and/or the Loan Note
Alternative. Upon the Scheme becoming effective, those BSS Shareholders who
have validly elected to receive New Travis Perkins Shares will also be entitled
to receive the Equivalent Dividend Payment to the extent such elections are
granted. Subject to the Scheme becoming effective on 14 December 2010, the cash
consideration, certificates in respect of the Loan Notes and certificates in
respect of New Travis Perkins Shares (to the extent issued in certificated form)
due to BSS Shareholders will be sent no later than 28 December 2010.
Subject to the Scheme becoming effective, it is expected that dealings in the
New Travis Perkins Shares will commence at 8.00 am (London Time) on 15 December
2010. In respect of New Travis Perkins Shares to be issued in uncertificated
form, upon the Scheme becoming effective, Travis Perkins will procure that
Euroclear is instructed to credit the BSS Shareholder's appropriate stock
account in CREST with the applicable number of New Travis Perkins Shares at 8.00
am (London Time) on 15 December 2010.
Capitalised terms used but not defined in this announcement have the same
meanings as given to them in the Scheme Document dated 29 July 2010.
A copy of this announcement will be available free of charge on the Company's
website at www.bssgroup.com by no later than 12 noon on 11 December 2010
(subject to certain restrictions relating to persons resident in Restricted
Jurisdictions).
Enquiries:
+--------------------------------------+-----------------------+
| Travis Perkins plc | +44 (0)1604 683 222 |
+--------------------------------------+-----------------------+
| Geoff Cooper, Chief Executive | |
| Officer | |
+--------------------------------------+-----------------------+
| Paul Hampden Smith, Chief Financial | |
| Officer | |
+--------------------------------------+-----------------------+
| | |
+--------------------------------------+-----------------------+
| The BSS Group plc | +44 (0)116 256 7038 |
+--------------------------------------+-----------------------+
| Gavin Slark, Group Chief Executive | |
+--------------------------------------+-----------------------+
| Roddy Murray, Group Finance Director | |
+--------------------------------------+-----------------------+
| | |
+--------------------------------------+-----------------------+
| Square1 Consulting (PR Adviser to | +44 (0)20 7929 5599 |
| Travis Perkins) | |
+--------------------------------------+-----------------------+
| David Bick | |
+--------------------------------------+-----------------------+
| Mark Longson | |
+--------------------------------------+-----------------------+
| | |
+--------------------------------------+-----------------------+
| MHP Communications (PR Adviser to | +44 (0)20 3128 8100 |
| BSS) | |
+--------------------------------------+-----------------------+
| Andrew Jaques | |
+--------------------------------------+-----------------------+
| Ian Payne | |
+--------------------------------------+-----------------------+
Overseas Jurisdictions
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by the laws of those
jurisdictions and therefore persons into whose possession this announcement
comes should inform themselves about and observe any such restrictions. Failure
to comply with any such restrictions may constitute a violation of the
securities laws of any such jurisdiction. Accordingly, copies of this
announcement will not be and must not be, mailed or otherwise forwarded,
distributed or sent in, into or from any jurisdiction where to do so would
violate the laws of that jurisdiction.
This announcement has been prepared for the purposes of complying with English
law and the Code and the information disclosed may not be the same as that which
would have been disclosed if this announcement had been prepared in accordance
with the laws and regulations of any jurisdiction outside of England.
In particular, this announcement is not an offer of securities for sale in the
United States and the New Travis Perkins Shares, which will be issued in
connection with the Acquisition, have not been, and will not be, registered
under the US Securities Act or under the securities law of any state, district
or other jurisdiction of the United States, and no regulatory clearance in
respect of the New Travis Perkins Shares has been, or will be, applied for in
any jurisdiction other than the UK. The New Travis Perkins Shares may not be
offered or sold in the United States absent registration under the US Securities
Act or pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act. It is expected that the New
Travis Perkins Shares will be issued in reliance upon the exemption from the
registration requirements of the US Securities Act provided by Section 3(a)(10)
thereof. The New Travis Perkins Shares may not be offered, sold, resold,
delivered or distributed, directly or indirectly, in, into or from any
restricted jurisdiction or to, or for the account or benefit of, any resident of
any restricted jurisdiction absent an exemption from registration or an
exemption under relevant securities law.
Unless Travis Perkins otherwise determines, relevant clearances and
registrations have not been, nor will they be, sought or obtained, nor have any
steps been taken, nor will any steps be taken, to enable the Loan Notes to be
publicly offered in compliance with applicable securities laws of any
jurisdiction. The Loan Notes have not been, and will not be, registered under
the US Securities Act or under the securities laws of any state, district or
other jurisdiction of the United States and the Loan Notes are not being offered
in, and may not be transferred into, the United States. Accordingly, Scheme
Shareholders in the United States will not be eligible to receive Loan Notes.
The Loan Notes may not (subject to certain limited exceptions) be offered, sold,
transferred or delivered, directly or indirectly, in any other jurisdiction
where to do so would violate the laws of that jurisdiction or would require
registration thereof in such jurisdiction.
Notice to US investors in BSS: The Acquisition relates to the shares of a UK
company and is proposed to be made by means of a scheme of arrangement provided
for under the laws of England and Wales. The Acquisition is subject to the
disclosure requirements and practices applicable in the United Kingdom to
schemes of arrangement, which differ from the disclosure and other requirements
of US securities laws. Financial information included in the relevant
documentation will have been prepared in accordance with accounting standards
applicable in the United Kingdom that may not be comparable to the financial
statements of US companies.
If the Acquisition is implemented by way of an Offer, it will be made in
accordance with the procedural and filing requirements of the US securities
laws, to the extent applicable. If the Acquisition is implemented by way of an
Offer, the New Travis Perkins Shares to be issued in connection with such Offer
will not be registered under the US Securities Act or under the securities laws
of any state, district or other jurisdiction of the United States and may not be
offered, sold or delivered, directly or indirectly, in the United States except
pursuant to an applicable exemption from, or in a transaction not subject to,
the registration requirements of the US Securities Act or such other securities
laws. Travis Perkins does not intend to register any such New Travis Perkins
Shares or part thereof in the United States or to conduct a public offering of
the New Travis Perkins Shares in the United States.
Forward Looking Statements
This announcement may contain 'forward-looking statements' concerning Travis
Perkins and BSS that are subject to risks and uncertainties. Generally, the
words 'will', 'may', 'should', 'continue', 'believes', 'targets', 'plans',
'expects', 'aims', 'intends', 'anticipates' or similar expressions or negatives
thereof identify forward-looking statements. Forward looking statements may
include statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii) business
and management strategies and the expansion and growth of Travis Perkins' or
BSS's operations and potential synergies resulting from the Acquisition; and
(iii) the effects of government regulation on Travis Perkins' or BSS's business.
These forward-looking statements may involve risks and uncertainties that could
cause actual results to differ materially from those expressed in the
forward-looking statements. Many of these risks and uncertainties relate to
factors that are beyond Travis Perkins' and BSS's ability to control or estimate
precisely, such as future market conditions, changes in regulatory environment
and the behaviour of other market participants. Neither Travis Perkins nor BSS
can give any assurance that such forward-looking statements will prove to have
been correct. The reader is cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
announcement. Neither Travis Perkins nor BSS undertakes any obligation to update
or revise publicly any of the forward-looking statements set out herein, whether
as a result of new information, future events or otherwise, except to the extent
legally required.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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