RNS Number:4101C
Tesco PLC
17 August 2007
Not for release, publication or distribution in or into Canada, Australia or
Japan or any jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction
17 August 2007
Tesco Holdings Limited
Recommended cash Offer for Dobbies Garden Centres plc
Offer declared unconditional in all respects
On 8 June 2007, the boards of directors of Tesco PLC ("Tesco") and Dobbies
Garden Centres plc ("Dobbies") announced the terms of a recommended cash Offer
to be made by Tesco Holdings Limited ("Tesco Holdings") for Dobbies at a price
of 1,500 pence per Dobbies Share. The document setting out the full terms of the
Offer (the "Offer Document") was posted to Dobbies Shareholders on 20 June 2007.
The Offer was conditional on valid acceptances of the Offer being received (and
not, where permitted, withdrawn) in respect of such number of Dobbies Shares
which, together with any Dobbies Shares acquired or agreed to be acquired by
Tesco Holdings and/or any member of the Tesco Group before or during the Offer
Period, would result in Tesco Holdings holding (whether pursuant to the Offer or
otherwise) Dobbies Shares carrying in aggregate more than 50 per cent. of the
voting rights then normally exercisable at a general meeting of Dobbies. For the
purposes of this condition, Dobbies Shares which have been unconditionally
allotted but not issued, whether pursuant to the exercise of any outstanding
subscription or conversion rights or otherwise, shall be deemed to carry the
voting rights which they will carry upon issue.
The board of directors of Tesco announces that as at 3.00 p.m. (London time) on
17 August 2007, valid acceptances of the Offer had been received in respect of a
total of 2,398,641 Dobbies Shares, representing approximately 23.5 per cent. of
the existing issued share capital of Dobbies. This total includes valid
acceptances of the Offer received in respect of 270,791 Dobbies Shares,
representing approximately 2.7 per cent. of the existing issued share capital of
Dobbies, for which irrevocable undertakings to accept the Offer have been
received.
In addition to the Dobbies Shares in respect of which Tesco Holdings has
received acceptances of the Offer, Tesco Holdings owns 3,011,816 Dobbies Shares,
representing approximately 29.5 per cent. of the existing issued share capital
of Dobbies.
In total, therefore, as at 3.00 p.m. (London time) on 17 August 2007, Tesco
Holdings may count 5,410,457 Dobbies Shares (representing approximately 53.1 per
cent. of the existing issued share capital of Dobbies) towards satisfaction of
the acceptance condition to its Offer.
All conditions of the Offer, as set out in the Offer Document dated 20 June
2007, have now been satisfied or waived and the Offer has been declared
unconditional in all respects.
Commenting on the Offer, Sir Terry Leahy, Chief Executive of Tesco, said:
"We're absolutely delighted that we'll be able to put our exciting plans for
Dobbies into practice. We look forward to working with Dobbies' excellent staff
and first-class management team; it's a great brand that we will retain and
develop from its Scottish base. With our backing and support, the management
team can now invest in the development of Dobbies in order to realise more
quickly its full potential and grasp the opportunities offered by a shift
towards green consumption."
Background to and reasons for the Offer
* Tesco believes that Dobbies has the best garden centre business
model in the UK, with an excellent management team and a strong brand, which
will become a nationwide business serving more customers and offering greater
choice and keener pricing.
* The acquisition of Dobbies will provide Tesco with a new source of growth
with the longer term potential for Dobbies to grow strongly and increase
access to environmentally friendly products at keener prices, allowing more
customers to make a greener choice.
* Tesco also believes that Dobbies will be better placed to respond to
customers who are seeking to make a positive difference to the environment,
developing and offering greener products such as wind turbines, ground source
heat pumps, home insulation and composters and services such as personal
carbon footprint calculators.
* Dobbies will retain its head office in Midlothian and its unique brand,
heritage and culture under the Tesco Group umbrella.
* As well as the opportunity for Dobbies staff to contribute to the creation
of the best niche garden centre business in the UK, Tesco believes that
there will be greater career opportunities for Dobbies' staff as a result of
faster growth.
Extension of the Offer
The Offer, which remains subject to the terms set out in the Offer Document,
will remain open for acceptance until further notice.
Dobbies Shareholders who have not yet accepted the Offer are urged to do so as
soon as possible.
For Dobbies Shares held in certificated form, to accept the Offer, Forms of
Acceptance not yet returned should be completed, signed and returned in
accordance with the instructions set out in the Offer Document and on the Form
of Acceptance, so as to be received as soon as possible.
For Dobbies Shares held in uncertificated form (that is, held in CREST) an
Electronic Acceptance should be made in accordance with the instructions set out
in paragraphs 14(e) to 14(g) of the letter from Tesco in Part II of the Offer
Document as soon as possible.
Consideration
Settlement of cash consideration due under the Offer will be despatched (or, in
respect of Dobbies Shares held in uncertificated form, credited through CREST)
on or before 31 August 2007 in respect of Dobbies Shares for which acceptances
of the Offer, valid in all respects, have already been received or, in respect
of Dobbies Shares held in uncertificated form, for which Electronic Acceptances
have already been validly made. Settlement of cash consideration in respect of
valid acceptances received or made after 17 August 2007 will be despatched (or,
in respect of Dobbies Shares held in uncertificated form, credited through
CREST) within 14 days of such acceptances being received.
The aggregate nominal value of elections for the Loan Note Alternative has
exceeded #2 million and accordingly Loan Notes will be issued to those holders
of Dobbies Shares who have elected to receive Loan Notes under the Loan Note
Alternative. For acceptances which have already been received, definitive
certificates in respect of that election will be despatched on or before 31
August 2007 and for acceptances received or made after 17 August 2007,
certificates will be despatched within 14 days of such acceptances being
received.
General
Save as set out in this announcement neither Tesco, nor Tesco Holdings, nor any
person acting in concert with Tesco, nor any person acting in concert with Tesco
Holdings, has any interest in or right to subscribe for relevant securities of
Dobbies or has any short position in relation to relevant securities of Dobbies
(whether conditional or absolute and whether in money or otherwise) including
any short position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take delivery of
any relevant securities of Dobbies.
Save for the irrevocable undertakings described in the Offer Document, certain
of which, as Tesco Holdings announced on 17 August 2007, have since been
terminated, neither Tesco, nor Tesco Holdings, nor any person acting in concert
with Tesco, nor any person acting in concert with Tesco Holdings, has borrowed
or lent any relevant securities nor has any arrangement in relation to relevant
securities been made. For these purposes, "arrangement" includes any indemnity
or option arrangement, any agreement or understanding, formal or informal, of
whatever nature, relating to relevant securities which is, or may be, an
inducement to deal or refrain from dealing in such securities.
Terms defined in the Offer Document have the same meanings in this announcement.
The terms "acting in concert" and "relevant securities" have the same meanings
as in the City Code.
Enquiries
Tesco
Steve Webb, Investor Relations Tel: +44 1992 644 800
Jonathan Church, Media Tel: +44 1992 646 606
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 any
securities. The Offer is being made solely by means of the Offer Document and
the accompanying Form of Acceptance, which contain the full terms and conditions
of the Offer, including details of how it may be accepted.
Greenhill & Co. International LLP, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting exclusively for
Tesco Holdings and Tesco and no-one else in connection with the Offer and will
not be responsible to anyone other than Tesco Holdings and Tesco for providing
the protections afforded to clients of Greenhill & Co. International LLP nor for
providing advice in relation to the Offer.
This announcement has been prepared for the purpose of complying with English
law and the City 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 of jurisdictions outside the United Kingdom.
The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions. Persons who
are not so resident should inform themselves about and observe any applicable
requirements. Further details in relation to Overseas Shareholders are contained
in the Offer Document.
The Offer (including the Loan Note Alternative) is not being made, directly or
indirectly, in or into and is not capable of acceptance in or from Canada,
Australia or Japan. Accordingly, copies of this announcement are not being, and
must not be, mailed or otherwise forwarded, distributed or sent in or into or
from Canada, Australia or Japan. Custodians, nominees and trustees should
observe these restrictions and should not send or distribute copies of this
announcement in or into Canada, Australia or Japan.
The Loan Notes to be issued in connection with the Offer have not been, nor will
they be, registered under the US Securities Act nor under any laws of any
jurisdiction of the United States, the relevant clearances have not been, and
will not be, obtained from the securities commission of any province of Canada
and no prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of Finance.
Accordingly, the Loan Notes may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold, delivered or
transferred, directly or indirectly, in or into the United States, Canada,
Australia or Japan or any other jurisdiction if to do so would constitute a
violation of the relevant laws of, or require registration thereof in, such
jurisdiction or to, or for the account or benefit of, a person located in the
United States, Canada, Australia or Japan.
The Offer is being made in the United States pursuant to an exemption from the
US 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 UK
disclosure requirements, which are different from those of the United States.
The financial information included in the Offer Document has been prepared in
accordance with generally accepted accounting principles of the United Kingdom
and thus may not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance with generally
accepted accounting principles in the United States. The Offer is being made in
the United States pursuant to applicable US tender offer rules and otherwise in
accordance with the requirements of the City Code. Accordingly, the Offer is
subject to disclosure and other procedural requirements, including with respect
to withdrawal rights, offer timetable, settlement procedures and timing of
payments that are different from those applicable under US domestic tender offer
procedures and law.
The receipt of cash pursuant to the Offer by a US holder of Dobbies Shares may
be a taxable transaction for US federal income tax purposes and under applicable
US state and local, as well as foreign and other tax laws. Each holder of
Dobbies Shares is urged to consult his independent professional adviser
immediately regarding the tax consequences of acceptance of the Offer.
It may be difficult for US holders of Dobbies Shares to enforce their rights and
any claim arising out of the US federal securities laws, since Tesco and Dobbies
are located in a non-US country, and some or all of their officers and directors
may be residents of a non-US country. US holders of Dobbies Shares may not be
able to sue a non-US company or its officers or directors in a non-US court for
violations of the US securities laws. Further, it may be difficult to compel a
non-US company and its affiliates to subject themselves to a US court's
judgement.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, Tesco or its nominees, or its brokers (acting as agents), may from
time to time make certain purchases of, or arrangements to purchase, Dobbies
Shares outside the United States, other than pursuant to the Offer, during the
period in which the Offer remains open for acceptance. These purchases may occur
either in the open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be disclosed as
required in the UK, will be reported to a Regulatory Information Service and
will 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 Exchange
END
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