Capital Reduction & Scheme Effective (9596X)
December 14 2010 - 12:00PM
UK Regulatory
TIDMBTSM TIDMTPK
RNS Number : 9596X
BSS Group PLC
14 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
14 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 Capital Reduction Court Hearing and Scheme
Effective
The Company is pleased to announce that today, at the second of
the two Court Hearings required as part of the Scheme, the Court
confirmed the reduction of capital associated with the cancellation
and extinguishing of the BSS Shares.
The Reduction Court Order made at the Capital Reduction Court
Hearing has been delivered to the Registrar of Companies today, 14
December 2010 and the Scheme has therefore become effective.
BSS has made an application to the London Stock Exchange for the
cancellation of the admission to trading of BSS Shares on its main
market for listed securities and to the UK Listing Authority for
the cancellation of the admission of the BSS Shares to the Official
List, in each case to be effective from 8:00 a.m. (London time)
tomorrow, 15 December 2010.
Under the Scheme, holders of BSS Shares are 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 the Loan Note Alternative.
Since valid elections were not received in respect of the Loan
Note Alternative which would result in the issue of at least GBP4
million in nominal value of Loan Notes, no Loan Notes will be
issued to BSS Shareholders.
Valid elections received:
(i) for additional cash will be satisfied in full, with the
result that BSS Shareholders who have made an election to receive
additional cash under the Mix and Match Facility will receive
approximately 449.37 pence in cash for each BSS Share (being an
additional approximately 216.46 pence in cash for each BSS Share);
and
(ii) for additional New Travis Perkins Shares will be scaled
down on a pro rata basis, with the result that BSS Shareholders who
have made an election to receive additional New Travis Perkins
Shares under the Mix and Match Facility will receive 0.2877 New
Travis Perkins Shares (being an additional 0.0269 New Travis
Perkins Shares) and approximately 210.58 pence in cash
(representing a reduction of approximately 22.33 pence in cash) per
BSS Share, in each case, in respect of which a valid election has
been made. Those BSS Shareholders who have validly elected to
receive New Travis Perkins Shares will also receive the Equivalent
Dividend Payment to the extent such elections have been
granted.
The consideration due to BSS Shareholders will be sent no later
than 28 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 on the Company's
website at www.bssgroup.com by no later than 12 noon on 15 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
Travis Perkins) +44 (0)20 7929 5599
David Bick
Mark Longson
MHP Communications (PR Adviser to
BSS) +44 (0)20 3128 8100
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.
Notice to US investors in BSS: The Acquisition relates to the
shares of a UK company and has been 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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