Publication of Supplementary Prospectus
June 09 2008 - 1:30AM
UK Regulatory
RNS Number : 2235W
Dobbies Garden Centres PLC
09 June 2008
Dobbies Garden Centres plc
Publication of Supplementary Prospectus
The following Supplementary Prospectus has been approved by the UK Listing Authority:
SUPPLEMENTARY PROSPECTUS 2008: 04 DATED 6 June 2008
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you
are in any doubt as to the action you should take, you are recommended to
seek your own personal financial advice as soon as possible from your
stockbroker, bank manager, solicitor, accountant, fund manager or other
appropriate independent financial adviser duly authorised under the
Financial Services and Markets Act 2000 if you are in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.
If you sell or have sold or otherwise transferred all of your Existing
Ordinary Shares, please send this document together with the Form of Proxy
at once to the purchaser or transferee or to the stockbroker, bank or other
agent through whom or by whom the sale or transfer was made, for delivery
to the purchaser(s) or transferee(s) of such Existing Ordinary Shares.
The distribution of this document and/or the transfer of Open Offer
Entitlements in jurisdictions other than the United Kingdom, including the
Excluded Territories, may be restricted by law and therefore persons into
whose possession this document comes should inform themselves about, and
observe, any such restrictions. Any failure to comply with any of these
restrictions may constitute a violation of the securities law of any such
jurisdiction. In particular, such documents should not be distributed,
forwarded or transmitted in or into the United States.
DOBBIES GARDEN CENTRES PLC
(incorporated and registered in Scotland with registered no. SC010975)
Open Offer of up to 12,446,208 New Ordinary Shares at �12 per share
This fourth supplement (the "Fourth Supplement") to the supplement (the
"Third Supplement") dated 23 May 2008, the supplement (the "Second
Supplement") dated 16 May 2008, the supplement (the "First Supplement")
dated 14 May 2008 and the prospectus (the "Prospectus") dated 9 April 2008,
constitutes a supplementary prospectus for the purposes of Section 87G of
FSMA. Terms defined in the Prospectus have the same meaning when used in
this Fourth Supplement.
This Fourth Supplement is supplemental to, and should be read in
conjunction with, the Third Supplement, the Second Supplement, the First
Supplement and the Prospectus. In particular your attention is drawn to the
Risk Factors set out in Part 2 of the Prospectus and the additional Risk
Factor set out within this Fourth Supplement.
Responsibility
The Company and each of the Directors, whose names and functions appear in
paragraph 8.1 of Part 9 of the Prospectus, accept responsibility for the
information contained in this Fourth Supplement, and declare that, having
taken all reasonable care to ensure that such is the case, the information
contained in this Fourth Supplement is, to the best of their knowledge, in
accordance with the facts and contains no omission likely to affect its
import.
Purpose
The purpose of this Fourth Supplement is to amend a statement made in
paragraph 21.3 of Part 9 of the Prospectus (as subsequently amended by the
Third Supplement) following the announcement made on 3 June 2008 that the
Independent Directors of the Company are recommending that Shareholders
accept the cash offer made by Tesco Holdings Limited ("Tesco Holdings") to
purchase the shares in Dobbies not already held by Tesco Holdings for 1,200
pence per share (the "Cash Offer").
In addition, the purpose of this Fourth Supplement is to add a further Risk
Factor to those Risk Factors set out in Part 2 of the Prospectus following
the announcement made on 5 June 2008 that Tesco Holdings has received a
valid acceptance of the Cash Offer from West Coast Capital (Lios) Limited
("West Coast Capital") in respect of 3,024,255 Dobbies Shares, representing
approximately 85 per cent. of the Dobbies Shares to which the Cash Offer
relates, and that the Cash Offer has been declared unconditional in all
respects.
Details of amendment
Takeover bids
Paragraph 21.3 of Part 9 of the Prospectus contains information on any
takeover bids Dobbies has been party to.
On 21 May 2008, Tesco Holdings announced the terms of a cash offer to be
made by Tesco Holdings for the shares in Dobbies not already held by or on
behalf of Tesco Holdings at a price of 1,200 pence per Ordinary Share.
On 3 June 2008, the Company announced that the Independent Directors, who
have been so advised by Brewin Dolphin, consider the terms of the Cash
Offer to be fair and reasonable and, taking into account the circumstances
of the Cash Offer, the Independent Directors unanimously recommend Dobbies
Shareholders to accept the Cash Offer. In providing its advice, Brewin
Dolphin has taken into account the commercial assessments of the
Independent Directors.
The Cash Offer by Tesco Holdings represents an enterprise value which is a
multiple of approximately 17.7 times Dobbies' adjusted EBITDA for the 12
months ended 31 October 2007.The Cash Offer also represents a price to
earnings ratio of approximately 30 times Dobbies' adjusted diluted earnings
per share. Both of these ratios are at a significa
Risk Factors
Part 2 of the Prospectus contains specific factors and risks associated
with the Open Offer. Following the Tesco Holdings announcement on 5 June
2008 a further risk factor has been added to those set out within the
Prospectus.
Cash Offer
If Tesco Holdings receives valid acceptances of the Cash Offer in respect
of 90 per cent. or more of the Dobbies Shares to which the Cash Offer
relates and Tesco Holdings commences the compulsorily acquisition of the
Dobbies Shares for which it has not received valid acceptances under the
Cash Offer prior to 10.00 a.m. on 26 June 2008 (being the time fixed for
the adjourned AGM) then, under these circumstances, the Directors
anticipate that the Open Offer will not proceed and that cheques will be
returned to all applicants.
Withdrawal rights
Since the Tesco Holdings announcement was released on 21 May 2008, Dobbies
adjourned the AGM (held on 21 May 2008 at 10.00 am) where Resolution 8
would have been put to a vote of Shareholders, until 26 June 2008 at 10.00
am, so that Shareholders have the opportunity to take into account the Cash
Offer in considering how to exercise their votes on Resolution 8. The Board
has also decided to extend the period for Qualifying Shareholders to
exercise their withdrawal rights until 5.00 pm on Wednesday 25 June 2008,
and to extend the deadline for Admission (referred to in paragraph 2 of
Part 5 of the Prospectus) to 8.00 am on Friday 27 June 2008.
Paragraph 3(iii) of Part 5 of the Prospectus contains disclosure on
withdrawal rights. The Third Supplement amended Shareholders' withdrawal
rights by offering additional time to Shareholders to withdraw. Qualifying
Shareholders now have until 5.00 pm on Wednesday 25 June 2008 to lodge a
written notice of withdrawal.
"(iii) Withdrawal rights - as revised by the Third Supplement
Qualifying Shareholders wishing to exercise statutory withdrawal rights
after publication by the Company of a prospectus supplementing this
document must do so by lodging a written notice of withdrawal, which must
include the holder reference number, full name and address of the person
wishing to exercise statutory withdrawal rights and, if such person is a
CREST member, the participant ID and the member account ID of such CREST
member, by facsimile to Equiniti Limited (for further details Shareholders
should contact Equiniti on 0871 384 2050 or if calling from outside the UK
telephone +44 121 415 0259), so as to be received no later than 5.00 pm on
Wednesday 25 June 2008. Notice of withdrawal given by any other means or
which is deposited with or received by Equiniti after expiry of such period
will not constitute a valid withdrawal, provided that the Company will not
permit the exercise of withdrawal rights after payment by the relevant
Qualifying Shareholder of its subscription in full and the allotment
A notice of withdrawal was enclosed with the Third Supplement. If any
Qualifying Shareholderwho has already applied under the Open Offer wishes
to exercise withdrawalrights then the notice of withdrawal should be
completed and returned to Equiniti Limited by facsimile (01903 702 514).
The Open Offer is closed to acceptances.
Summary
Included within the Prospectus is a Summary which should be read as an
introduction to the Prospectus. As a result of certain amendments described
above the Company is required to produce a supplement to the Summary of the
Prospectus. This is set out below:
Background to the Open Offer
In the Summary the Company reviewed the significant corporate changes that
occurred in 2007 and stated that Tesco had acquired 65.5 per cent. of
Dobbies' equity.
On 21 May 2008 the Company notified Shareholders that Tesco Holdings had,
earlier that day, announced a cash offer to acquire the whole of the issued
share capital of the Company, not already held by Tesco Holdings, at a
price of 1,200p per share.
On 3 June 2008 the Company notified Shareholders that Tesco Holdings had
sent the offer documentation in relation to the Cash Offer to Dobbies
shareholders and contained within that documentation was a recommendation
by the Independent Directors that Dobbies Shareholders accept the Cash
Offer.
On 5 June 2008 the Company notified Shareholders that the Cash Offer to
Dobbies shareholders had been declared unconditional and that the Company
expects that cancellation of admission of Dobbies Ordinary Shares to
trading on the AIM Market of the London Stock Exchange will occur on 3 July
2008 at 7.00 a.m.
Summary of risk factors
In the Summary the Company listed the risks relating to the Company. As a
result of further disclosure made in this Fourth Supplement a further risk
factor is considered:
* Cash Offer
To the extent that there is any inconsistency between (a) any statement in
this Fourth Supplement, (b) any statement in the Third Supplement, (c) any
statement in the Second Supplement, (d) any statement in the First
Supplement and (e) any other statement in the Prospectus, the statements in
(a) above will prevail.
Save as disclosed in this Fourth Supplement there has been no other
significant new factor, material mistake or inaccuracy relating to
information included in the Prospectus since publication of the Prospectus.
The Supplementary Prospectus may also be viewed on the Company's website: www.dobbies.com
Enquiries:
James Barnes, Chief Executive Tel: 0131 663 6778
Sharon Brown, Finance Director
Dobbies Garden Centres plc
Sandy Fraser Tel: 0131 529 0272
Brewin Dolphin Limited (Nomad)
Ben Woodford / Emma Kent / Antonia Coad Tel: 020 7861 3232
Bell Pottinger Corporate & Financial
GENERAL INFORMATION
Brewin Dolphin Limited, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting as
Nominated Adviser to Dobbies and no one else in relation to the transaction and will not be responsible to anyone other than Dobbies for
providing the protections afforded to clients of Brewin Dolphin Limited nor for providing advice in relation to the proposed transaction.
This announcement does not constitute an offer to sell or the solicitation of an offer to acquire or subscribe for New Ordinary Shares
and/or to take up any entitlements. The offer to acquire New Ordinary Shares pursuant to the proposed Open Offer will be made solely on the
basis of the information contained in the Prospectus dated 9 April 2008 and the Supplementary Prospectuses dated 14 May 2008, 16 May 2008,
23 May 2008 and 6 June 2008.
The information contained in this announcement is not for release, publication or distribution to persons in the United States, Canada,
Australia, New Zealand, Japan or the Republic of South Africa or in any jurisdiction where to do so would breach any applicable law. This
announcement is not an offer of securities for sale in, into or from the United States, Canada, Australia, New Zealand, Japan or the
Republic of South Africa. The New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933 (as amended)
or under any relevant securities laws of any state or other jurisdiction of the United States, and will not qualify for distribution under
any of the relevant securities laws of Canada, Australia, New Zealand, Japan or the Republic of South Africa. Accordingly, the New Ordinary
Shares may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United
States (absent registration or an applicable exemption from registration) or within Canada, Australia, New Zealand, Japan or the Republic of South Africa.
The availability of the Open Offer to persons who are not resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are located. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any
applicable requirements.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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