DGC Dobbies Garden

RNS Number:0263C
Dobbies Garden Centres PLC
13 August 2007


Dobbies Garden Centres plc ("Dobbies")


Clarification re statement re recommended cash offer by Tesco Holdings


In Dobbies announcement dated 10 August 2007, Dobbies shareholders were made
aware of certain potential implications of Tesco Holdings' failing to secure
sufficient acceptances to its offer and its offer lapsing.


The Board of Dobbies wishes to clarify the following statements within the
announcement of 10 August, namely that should Tesco Holdings fail to secure
sufficient acceptances and the offer lapses:


   *Tesco Holdings would be precluded from making another offer for Dobbies
    for at least 12 months (except in the event of a competing offer or with the
    consent of the Panel);
   *West Coast Capital would still be precluded from making any offer for
    Dobbies for at least six months.


In relation to Tesco Holdings, under Rule 35.1 of the Takeover Code, except with
the consent of the Panel, Tesco Holdings would be precluded from making a
further offer for the Company for a period of twelve months with effect from the
date that the offer lapses or is withdrawn. The Panel will normally grant
consent under this rule either when the new offer is recommended by the Board of
the offeree company; or the new offer follows the announcement of an offer by a
third party for the offeree company; or the new offer follows the announcement
by the offeree company of a 'whitewash' proposal or of a reverse takeover which
has not failed or lapsed or been withdrawn.


West Coast Capital is precluded from making any offer for Dobbies for at least
six months, other than in certain circumstances already specified by West Coast
Capital in its announcement of 9 August 2007. Those are if there is a material
change in circumstances, or in the event of any of the following:


1.                  subject to the Tesco Holdings offer having lapsed or having
been declared wholly unconditional, the agreement or recommendation of the Board
of Dobbies;

2.                  The announcement by a third party of an offer or possible
offer for or a merger with Dobbies;

3.                  The announcement by or on behalf of Dobbies or by a third
party of a 'whitewash' proposal (for the purposes of Note 1 on the dispensation
from Rule 9 of the City Code) or any other proposal to implement a scheme of
arrangement, reverse takeover, demerger or any other business combination with a
third party other than Tesco Holdings; or

4.                  The undertaking or announcement by Dobbies of an intention
to undertake any material recapitalisation or security issue (where material is
defined as 10% of the equity market capitalisation of Dobbies as at the close of
business on 9 August 2007) or any acquisition, merger, joint venture or other
business combination, transaction, or any disposal, of or involving a material
amount (where 'material amount' is as defined in Note 2 on Rule 21.1 of the City
Code).


Notwithstanding the statements set out above, if the offer lapses there can be
no certainty at this point as to whether and on what terms any new offer for
Dobbies might be made. In particular, there is no obligation upon Tesco Holdings
or West Coast Capital to make any further offer for the Company at any time in
the future in the event that the offer lapses.


The Board of Dobbies continues unanimously to recommend that all Dobbies
Shareholders accept the offer without delay.


Enquiries:

Dobbies
James Barnes
Sharon Brown                                                        
Tel:          0131 663 6778
 
 
Deloitte Corporate Finance (Financial Adviser to Dobbies)
Cahal Dowds
Roger Esler                                                           
Tel:          0131 535 7342
 
 
Bell Lawrie (Nominated Adviser and Joint Broker to Dobbies)
Sandy Fraser                                                         
Tel:          0131 225 2566
 

Shore Capital (Joint Broker to Dobbies)
Alex Borrelli                                                            
Tel:          020 7468 7932

 
Bell Pottinger Corporate & Financial (PR Adviser to Dobbies)
Ben Woodford
Emma Kent
Antonia Coad                                                        
Tel:          020 7861 3232

 

 




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