Offer Update

RNS Number : 0310W

Tesco PLC

05 June 2008

 



Not for release, publication or distribution in or into the United States of America, Canada, Australia or Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction

For immediate release

5 June 2008

Tesco Holdings Limited

Recommended Cash Offer for Dobbies Garden Centres plc

Offer declared unconditional in all respects

On 21 May 2008 Tesco Holdings Limited ('Tesco Holdings') announced the terms of a cash Offer by Tesco Holdings to acquire the whole of the issued share capital of Dobbies Garden Centres plc ('Dobbies') not already held by Tesco Holdings or any of its Associates at a price of 1200 pence per Dobbies Share. The document setting out the full terms of the Offer (the 'Offer Document') was posted to Dobbies Shareholders on 3 June 2008.

The board of directors of Tesco Holdings is pleased to announce that, having received a valid acceptance of the Offer in respect of 3,024,255 Dobbies Shares held by West Coast Capital (Lios) Limited ('WCC'), the condition of the Offer, as set out in the Offer Document, has now been satisfied and Tesco Holdings declares that the Offer is unconditional in all respects. 

As at 3 p.m. (London time) on 4 June 2008, Tesco Holdings had received valid acceptances of the Offer in respect of 3,024,255 Dobbies Shares, representing approximately 85 per cent. of the Dobbies Shares to which the Offer relates.

The Offer, which remains subject to the terms set out in the Offer Document, will remain open until 1 p.m. (London time) on 24 June 2008.

Dobbies Shareholders who have not yet accepted the Offer are urged to do so as soon as possible.

The procedure for acceptance of the Offer is set out in paragraph 12 of Part II of the Offer Document and, in respect of certificated Dobbies Shares, is further described in the Form of Acceptance.

Settlement of the consideration due under the Offer will be dispatched (or, in respect of Dobbies Shares held in uncertificated form, credited through CREST) on or before 11 June 2008 in respect of Dobbies Shares for which acceptances of the Offer, valid in all respects, have already been received or, in respect of shares held in uncertificated form, for which Electronic Acceptances have already been validly made. Settlement of consideration in respect of valid acceptances received or made after 4 June will be dispatched (or, in respect of Dobbies Shares held in uncertificated form, credited through CREST) within 7 days of such acceptances being received.

As Tesco Holdings has attained the required 75% of the voting rights attaching to the Dobbies Shares, Tesco Holdings is taking steps to procure the application by Dobbies for cancellation of the admission to trading of Dobbies Shares on AIM. It is anticipated that such cancellation will take effect no earlier than 7.00 a.m. on 3 July 2008, being the day after the twentieth business day following the date of this announcement.

As anticipated in the Offer Document, as and when Tesco Holdings has received valid acceptances of the Offer in respect of or otherwise acquired 90 per cent. or more of the Dobbies Shares to which the Offer relates, Tesco Holdings will seek to acquire compulsorily the Dobbies Shares for which it has not received valid acceptances of the Offer or otherwise acquired, pursuant to the provisions of sections 974 to 991 of the Companies Act 2006.

Capitalised terms used but not defined in this announcement shall have the meanings given to them in the Offer Document.

Enquiries

Tesco Holdings
Steve Webb, Investor Relations	Tel: [phone]
Jonathan Church, Media	Tel: [phone]

Greenhill (financial adviser to Tesco Holdings)	Tel: [phone]
Simon Borrows
David Wyles

JPMorgan Cazenove (broker to Tesco Holdings)	Tel: [phone]
Luke Bordewich

Maitland (PR adviser to Tesco Holdings)	Tel: [phone]
Angus Maitland

This announcement does not constitute an offer or an 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, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Tesco and Tesco Holdings and no-one else in connection with the Offer and will not be responsible to anyone other than Tesco and Tesco Holdings for providing the protections offered to clients of Greenhill nor for providing advice in relation to the Offer.

The Offer is not being made, directly or indirectly, in or into and will not be capable of acceptance in or from Canada, Australia or Japan. In addition, the Offer is not being made, directly or indirectly, in or into, or by use of mails or any means or instrumentality (including, without limitation, facsimile transmission, telephone or internet) of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States and it is not currently intended that the Offer will be capable of acceptance by any such use, means, instrumentality or facility or from within the United States. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent in or into or from the United States, Canada, Australia or Japan. Custodians, nominees and trustees should observe these restrictions and should not send or distribute the announcement in or into the United States, Canada, Australia or Japan.

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