TIDMTSCO
RNS Number : 6465G
Tesco PLC
05 March 2018
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 SUCH
JURISDICTION
5 March 2018
Tesco PLC (the "Company") and Booker Group plc ("Booker")
Recommended share and cash merger of the Company and Booker -
Scheme now effective, New Tesco Shares, Mix and Match Facility
satisfaction and appointment of new directors
Completion of Merger
On 27 January 2017, the boards of the Company and Booker
announced that they had reached an agreement on the terms of a
recommended share and cash merger (the "Merger"), to be implemented
by means of a Court-sanctioned scheme of arrangement under Part 26
of the Companies Act 2006 (the "Scheme") and subject to the full
terms and conditions as set out in the scheme document which was
published on 5 February 2018.
The Company is pleased to announce that the Scheme has become
effective as of today, in accordance with its terms, following
sanction by the Court on 2 March 2018 and the delivery of the court
order to the Registrar of Companies earlier today.
Issuance and admission of New Tesco Shares
1,547,854,846 New Tesco Shares issued in connection with the
Scheme will be admitted to listing on the premium listing segment
of the Official List and to trading on the London Stock Exchange's
main market at 8.00 a.m. today, Monday 5 March 2018. Application
has also been made for the admission of these New Tesco Shares to
the Official List and to trading on the Main Securities Market of
the Irish Stock Exchange.
An application has also been made for the cancellation of the
listing on the Official List and trading on the London Stock
Exchange's main market for listed securities of the ordinary shares
of one penny each in the capital of Booker ("Booker Shares"), which
will take effect from 8.00 a.m. today, Monday 5 March 2018.
Holders of Booker Shares on the register at the Scheme record
time, being 6.00 p.m. on Friday 2 March 2018, will receive 42.6
pence in cash and 0.861 New Tesco Shares for each Booker share,
subject to valid Elections (if applicable) made pursuant to the Mix
and Match Facility. Any consideration due to Booker Scheme
Shareholders will be paid within 14 days of the date of this
announcement.
Following the admission to trading of the New Tesco Shares, the
Company's issued share capital will consist of 9,756,373,524
ordinary shares admitted to trading on the London Stock Exchange
and the Irish Stock Exchange, with each share carrying the right to
one vote. The Company holds no ordinary shares in treasury. The
total number of voting rights in the Company will therefore be
9,756,373,524. This figure may be used by shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest, or a change to their
interest, in the Company under the FCA's Disclosure Guidance and
Transparency Rules.
The Company's International Securities Identification Number
("ISIN") is GB0008847096. The Company has an ADR programme. Each
ADR represents three ordinary shares of 5 pence each. The ADRs have
the trading symbol TSCDY and ISIN US8815753020.
Results of the Mix and Match Facility
Valid Share Elections (as defined in the Scheme Document) in
respect of 794,666,641 Booker Scheme Shares, representing
approximately 44.20 per cent. of the aggregate number of Booker
Scheme Shares, and valid Cash Elections in respect of 130,715,154
Booker Scheme Shares, representing approximately 7.27 per cent. of
the aggregate number of Booker Scheme Shares, were made by Booker
Scheme Shareholders. The ability to satisfy Cash Elections and
Share Elections (in each case as defined in the Scheme Document)
was dependent upon other Booker Scheme Shareholders making equal
and opposite elections.
Booker Scheme Shareholders who made valid Share Elections have
had such elections scaled down on a pro rata basis by approximately
31.41 per cent. so that 68.59 per cent. of a valid Share Election
has been satisfied in full. In respect of the Booker Scheme Shares
for which a valid Share Election has been made and which has been
satisfied, Booker Scheme Shareholders will receive 1.07 New Tesco
Shares per Booker Scheme Share. In respect of the Booker Scheme
Shares for which a valid Share Election has been made and which has
not been satisfied due to the scale down, Booker Scheme
Shareholders will receive the default consideration, which is 0.861
of a New Tesco Share and 42.6 pence in cash, per Booker Scheme
Share.
Booker Scheme Shareholders who made valid Cash Elections have
had such elections satisfied in full. In respect of Booker Scheme
Shares for which a valid Cash Election has been made, Booker Scheme
Shareholders will receive 220.22 pence per Booker Scheme Share.
Booker Scheme Shareholders who did not make valid Cash Elections
or Share Elections have not participated in the Mix and Match
Facility. In respect of Booker Scheme Shares for which no valid
Cash Election or Share Election has been made, Booker Scheme
Shareholders will receive the default consideration, which is 0.861
of a New Tesco Share and 42.6 pence in cash, per Booker Scheme
Share.
Full details of the Merger and Mix and Match Facility are set
out in the Scheme Document.
Charles Wilson's election to receive additional New Tesco Shares
in respect of his entire holding of Booker Shares has been scaled
down under the Mix and Match Facility on the same basis as other
Booker Shareholders. The effect of this is that Charles Wilson has
rolled over approximately 94 per cent. of his Booker Shares into
New Tesco Shares as a result of the scaling back under the Mix and
Match Facility, and will receive part of his consideration in cash
pursuant to the terms of the Merger. Charles Wilson has given an
irrevocable dealing instruction to his broker to purchase Tesco
Shares in the market in an aggregate amount equal to those cash
proceeds after deducting an amount to cover applicable taxes.
Charles Wilson has confirmed that he intends to hold these further
Tesco Shares, together with the New Tesco Shares that he receives
pursuant to the Merger, for five years from today on, and subject
to, the terms set out in the Lock-up Agreement, subject to certain
customary carve-outs.
Appointment of new directors to the Tesco Board
As announced on 5 February 2018, Charles Wilson has been
appointed as CEO of Tesco's retail and wholesale operations in the
UK & ROI with effect as of today, 5 March 2018. The Company is
also pleased to announce, with effect as of today, that Stewart
Gilliland (the Chairman of Booker) has been appointed to the Tesco
board as a non-executive director. Stewart Gilliland resigned as
chairman and a non-executive director of Booker on 5 March 2018.
Biographical details for each of these new directors and details of
their other appointments are included in the prospectus which was
published on 5 February 2018 (the "Prospectus"). Other than as
stated in the Prospectus, there are no additional matters that
would require disclosure pursuant to Listing Rule 9.6.13R.
Unless otherwise defined, all capitalised terms in this
Announcement have the same meaning as those contained in the
Prospectus.
Enquiries:
Tesco
Investor Relations: Chris Griffith +44 (0)1707 912 900
Media: Jane Lawrie +44 (0) 1707 918 701
Greenhill (lead financial adviser to Tesco)
David Wyles +44(0) 207 198 7400
Charles Gournay
Barclays (financial adviser, corporate broker and sponsor to
Tesco)
Alisdair Gayne +44(0) 207 623 2323
Nicola Tennent
Citi (financial adviser and corporate broker to Tesco)
Andrew Seaton +44(0) 207 500 5000
Ed McBride
Teneo Blue Rubicon (public relations adviser to Tesco)
Philip Gawith +44(0) 207 420 3143
Booker
Charles Wilson +44(0) 193 337 1148
Jonathan Prentis
J.P. Morgan Cazenove (financial adviser and corporate broker to
Booker)
Toby Radford / Behzad Arbabzadah +44(0) 207 742 6000
Dwayne Lysaght / Adam Laursen
Investec (corporate broker to Booker)
Keith Anderson / Henry Reast +44 (0) 207 597 4000
Tulchan (public relations adviser to Booker)
Susanna Voyle/ Jess Reid +44(0) 207 353 4200
Freshfields Bruckhaus Deringer LLP are retained as legal
advisers for Tesco.
Clifford Chance LLP are retained as legal advisers for
Booker.
Important Notices
This Announcement is for information purposes only and does not
constitute or form part of any offer to sell or subscribe for or
any invitation to purchase or subscribe for any securities of the
solicitation of any vote or approval in any jurisdiction pursuant
to the Merger. It does not constitute a prospectus or prospectus
equivalent document.
Certain figures included in this Announcement have been
subjected to rounding adjustments.
Overseas Jurisdictions
The release, publication or distribution of this Announcement in
or into jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves about, and
observe, any applicable legal or regulatory requirements. Any
failure to comply with the applicable restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Merger disclaim any responsibility or
liability for the violation of such restrictions by any person.
This Announcement has been prepared for the purpose 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 of
jurisdictions outside of England and Wales. Unless otherwise
determined by Tesco or required by the Code, and permitted by
applicable law and regulation, the Merger will not be made
available directly or indirectly, in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction and no person may vote in favour of the Merger by any
such use, means, instrumentality or form within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction.
Copies of this Announcement and any formal documentation
relating to the Merger will not be and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from any Restricted Jurisdiction or any jurisdiction where
to do so would violate the laws of that jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send
them in or into or from any Restricted Jurisdiction. Doing so may
render invalid any related purported vote in respect of the
Merger.
The availability of New Tesco Shares under the Merger to Booker
Shareholders who are not resident in the United Kingdom or the
ability of those persons to hold such shares may be affected by the
laws or regulatory requirements of the relevant jurisdictions in
which they are resident. Persons who are not resident in the United
Kingdom should inform themselves of, and observe, any applicable
legal or regulatory requirements.
Further details in relation to Overseas Shareholders are
contained in the Scheme Document.
Additional Information for US Investors
The Merger is being made to acquire the securities of an English
company by means of a scheme of arrangement provided for under
English law. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules under the US
Exchange Act and is exempt from the registration requirements under
the US Securities Act. Accordingly, the Scheme will be subject to
disclosure requirements and practices applicable in the UK to
schemes of arrangement, which are different from the disclosure and
other requirements of the US tender offer and securities laws. The
financial information included in this Announcement and the Scheme
documentation has been or will have been prepared in accordance
with International Financial Reporting Standards 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 US.
The receipt of consideration pursuant to the Merger by a US
holder for the transfer of its Booker Scheme Shares pursuant to the
Scheme may be a taxable transaction for United States federal
income tax purposes and under applicable United States state and
local, as well as foreign and other, tax laws. Each Booker
Shareholder is urged to consult his independent professional
adviser immediately regarding the tax consequences of the Merger
applicable to him.
It may be difficult for US holders of shares to enforce their
rights and any claims they may have arising under US federal
securities laws in connection with the Merger, since Tesco and
Booker are each organised under the laws of a country other than
the US, some or all of their officers and directors may be
residents of countries other than the US and most of the assets of
Tesco and Booker are located outside of the US. US holders may not
be able to sue a non-US company or its officers or directors in a
non-US court for violations of 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 jurisdiction or judgement.
The Merger has been carried out under a scheme of arrangement
provided for under English company law. Any Tesco Shares issued
pursuant to the Scheme to Booker Shareholders are issued in
reliance upon the exemption from the registration requirements of
the US Securities Act, provided by Section 3(a)(10) thereof.
Securities issued pursuant to the Scheme will not be registered
under any US state securities laws and may only be issued to
persons resident in a state pursuant to an exemption from the
registration requirements of the securities laws of such state.
For the purpose of qualifying for the exemption provided by
Section 3(a)(10) of the US Securities Act, Booker advised the Court
that its sanctioning of the Scheme will be relied on by Tesco as an
approval of the Scheme.
Investors are urged to read any documents related to the Merger
filed, furnished or to be filed or furnished with the SEC because
they will contain important information regarding the Merger and
any related offer of securities. Such documents will be available
free of charge at the SEC's website at www.sec.gov and Tesco's
website at www.tescoplc.com and Booker's website at
www.bookergroup.com/investor-centre.
Important Notices Relating to Financial Advisers
Greenhill, which is authorised and regulated in the UK by the
FCA, is acting exclusively for Tesco and no one else in connection
with the Merger and will not be responsible to anyone other than
Tesco for providing the protections afforded to clients of
Greenhill nor for providing advice in relation to the Merger or any
other matters referred to in this Announcement. Neither Greenhill
nor any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, tort or, under statute or otherwise) to any person who is
not a client of Greenhill in connection with this Announcement, any
statement contained herein, the Merger or otherwise.
Barclays, which is authorised by the PRA and regulated by the
FCA and the PRA in the UK, is acting exclusively for Tesco and no
one else in connection with the Merger and will not be responsible
to anyone other than Tesco for providing the protections afforded
to clients of Barclays nor for providing advice in relation to the
Merger or any other matters referred to in this Announcement.
Citi, which is authorised by the PRA and regulated by the PRA
and the FCA, is acting exclusively for Tesco and no one else in
connection with the Merger and will not be responsible to anyone
other than Tesco for providing the protections afforded to its
clients for providing advice in relation to the Merger or in
relation to the contents of this Announcement or any transaction or
any other matters referred to herein.
Forward--looking statements
This Announcement (including information incorporated by
reference into this Announcement), oral statements made regarding
the Merger, and other information published by Tesco and Booker
contain statements which are, or may be deemed to be,
"forward-looking statements" with respect to the financial
condition, results of operations and businesses of Booker and Tesco
and the Booker Group and the Tesco Group, and certain plans and
objectives of Booker and Tesco with respect to the Combined Group.
All statements other than statements of historical fact are
forward-looking statements. Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
Tesco and Booker about future events, and are therefore subject to
risks and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the
forward-looking statements. The forward-looking statements
contained in this Announcement include statements relating to the
expected effects of the Merger on Tesco and Booker, the expected
timing and scope of the Merger and other statements other than
historical facts. Often, but not always, forward-looking statements
can be identified by the use of forward-looking words such as
"plans", "expects", "does not expect", "is expected", "is subject
to", "budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates", "does not anticipate", "believes", or variations of
such words and phrases or statements that certain actions, events
or results "may", "could", "should", "would", "might" or "will" be
taken, occur or be achieved. Although Tesco and Booker believe that
the expectations reflected in such forward-looking statements are
reasonable, Tesco and Booker can give no assurance that such
expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur
in the future. There are a number of factors that could cause
actual results and developments to differ materially from those
expressed or implied by such forward-looking statements. Neither
Tesco nor Booker, nor any of their respective associates or
directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this Announcement
will actually occur. You are cautioned not to place undue reliance
on these forward-looking statements. Each forward looking statement
speaks only as of the date
of this Announcement. None of Booker, the Booker Group, Tesco or
the Tesco Group undertakes any obligation to publicly update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
Publication on website and availability of hard copies
A copy of this Announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Tesco's website at www.tescoplc.com. For the
avoidance of doubt, the contents of this website are not
incorporated into and do not form part of this Announcement.
Tesco Shareholders may request a hard copy of this Announcement
by: (i) contacting Equiniti during business hours on +44 371 384
2977 if calling from the UK, or +44 121 415 7053 if calling from
outside the UK (lines are open from 8.30am to 5.30pm (UK time),
Monday to Friday (excluding public holidays in England and Wales));
or (ii) by submitting a request in writing to Equiniti at Equiniti
Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.
Calls to 03 numbers cost no more than a national rate call to a 01
or 02 number.
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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