RNS Number:4812G
Travis Perkins PLC
16 December 2004
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN OR IRELAND
Travis Perkins PLC
("Travis Perkins" or the "Company")
Proposed acquisition of Wickes Limited ("Wickes") and placing of 5 million new
ordinary shares to raise a minimum of #75 million.
Travis Perkins PLC, a leading distributor of building materials, timber and
plumbing and heating equipment to the building and related trades, today
announces the proposed acquisition of Wickes, one of the largest DIY retailers
in the UK for a total consideration of #950 million on a debt free basis from
Focus Wickes Group Limited. The transaction is conditional, inter alia, upon
the approval of Travis Perkins shareholders at an extraordinary general meeting.
Travis Perkins also announces today a placing of 5,000,000 new ordinary shares
in Travis Perkins, representing 4.4 per cent. of the current issued share
capital (the "Placing"). The Placing, which is being carried out today by HSBC
Bank plc, is at a minimum price of 1500 pence per share and is not conditional
upon completion of the proposed acquisition.
Highlights
* Travis Perkins gains access to the growing DIY market.
* 65 per cent. of Wickes' customers are tradesmen or serious DIY enthusiasts
- a profile similar to that of Travis Perkins' own customer base.
* This important strategic opportunity strengthens further Travis Perkins'
existing builders' merchant business.
* The Board of Travis Perkins estimates that Wickes generated underlying
EBITA of #75.8 million and sales of #911 million in the financial year ended
31 October 2004.
* Substantial synergies to be realised, estimated at #17.5 million in 2005
rising to #35 million per annum thereafter, generated from buying,
distribution and process streamlining.
* It is expected that the transaction will be earnings enhancing in 2005 and
substantially earnings enhancing thereafter*.
*This statement regarding earnings enhancement is not a profit forecast and should not be interpreted to mean that
Travis Perkins' future earnings per share will necessarily match or exceed the historical published earnings per share
of Travis Perkins or Wickes.
Tim Stevenson, Chairman of Travis Perkins, commenting on the proposed
acquisition said:
"We are delighted to announce the acquisition of Wickes and the addition of its
talented team to the Travis Perkins Group. The adjacent DIY market offers
highly attractive long term growth characteristics and the proposed acquisition
enhances our offering in the merchant market."
Enquiries
Travis Perkins: Frank McKay +44 7712 878 700
Paul Hampden Smith +44 7712 878 242
HSBC:
Financial Adviser: Charles Packshaw +44 207 991 8888
Neil Goldie-Scot
Corporate Broking: Nick Donald
Andrew Meigh
Tavistock Communications: Keith Payne + 44 207 920 3150
An analysts' presentation will be held later today. Details will follow.
Introduction
The Board of Travis Perkins today announces the proposed acquisition of Wickes,
one of the UK's largest DIY retailers, for a total consideration of #950 million
payable in full on completion. To fund the proposed acquisition and to provide
the financial flexibility to pursue bolt-on acquisitions and brownfield
investments, the Company has put in place a new bank facility of #1.2 billion
and has raised #75 million through the Placing.
The proposed acquisition is conditional upon the approval of Travis Perkins
shareholders at an Extraordinary General Meeting, which is expected to be
convened in January 2005, and upon clearance from the Office of Fair Trading.
The Placing is not conditional upon the proposed acquisition completing.
HSBC is acting as sole financial adviser and broker to Travis Perkins.
Information on Wickes
Wickes is one of the largest DIY retailers in the UK, operating from 172 stores
with a combined net selling space of 4.4 million square feet.
Wickes operates in the UK builders' merchant and DIY market segments. Travis
Perkins estimates that the market will record circa #28.5 billion of sales in
2004 and that Wickes has circa 3.2 per cent. market share (Travis Perkins has a
share in this market of circa 6.5 per cent.).
Travis Perkins believes that in terms of products and customers Wickes is highly
differentiated from its competitors. Wickes operates at the heavier end of the
UK DIY market; approximately 35 per cent. of Wickes' customers are from the
trade with serious DIY enthusiasts accounting for a further 30 per cent. This
customer profile offers considerable similarities to Travis Perkins' own
customer base. Wickes has positioned itself at the value end of the market and
in particular has established a clearly defined own brand proposition.
Since 2000 Wickes has grown the number of its stores from 131 to 172 and its net
selling area by 59 per cent. from 2.8 million sq ft to 4.4 million sq ft.
Wickes' stores are located throughout the UK but there is a higher concentration
in the South-East of England.
Financial Performance
For the year ended 31 October 2004 Wickes is estimated to report sales of #911
million** and underlying EBITA of #75.8 million**.
** These numbers are comprised of an unaudited consolidation of five companies
being acquired by Travis Perkins plus adjustments to be included in the
accountant's reports in the forthcoming circular.
Over the last four years, Wickes' considerable programme of store roll outs have
led to a compound annual growth rate in sales of 12 per cent. The business is
highly cash generative as a result of its 100 per cent. cash sales and negative
working capital.
Travis Perkins expects Wickes to report net assets of #129 million as at 31
October 2004 or #6.6 million of net liabilities excluding cash and inter-company
balances.
Reasons for the Acquisition
Travis Perkins is a leading distributor of building materials, timber, and
plumbing and heating equipment to the building and related trades. Over the
past four years the Company has delivered compound annual growth in earnings per
share of 17.6 per cent. and growth of 159 per cent. in total shareholder return.
Increases in sales and earnings per share have been delivered by a combination
of organic growth, significant brownfield expansion and a highly successful
acquisition programme. Since 1998 the Company has added 461 branches to its
portfolio and has successfully integrated a number of chains including Keyline,
Sharpe & Fisher, Broombys, CCF, City Plumbing, B&G and Jayhard.
The Company believes that the UK builders' merchant market continues to offer
opportunities for growth. In addition, the Board of Travis Perkins, which has
been reviewing the DIY market for some time, believes the acquisition of Wickes
to be an extremely attractive and important strategic opportunity to gain
exposure to the growing DIY market whilst building upon the group's merchant
strengths.
Travis Perkins believes that the DIY market will continue to exhibit attractive
growth characteristics underpinned by favourable demographics, the trend towards
smaller households, the increased popularity of home improvements and the long
term requirement to increase housing stock.
There is considerable potential for further extension of the Wickes network;
Wickes remains under represented in many large conurbations in the UK. Travis
Perkins believes that access to the additional capital resources of a larger
group, coupled with Travis Perkins' experience of rolling out its own branch
network will provide Wickes with an excellent opportunity for expansion and
further margin enhancements.
The acquisition of Wickes will also provide Travis Perkins with an increased
presence within its existing merchant business. Travis Perkins estimates that
in 2004 Wickes will account for approximately 3 per cent. of the UK builders
merchant market and when added to Travis Perkins' current market share, this
will move the enlarged group closer to its medium term market share target of
18-20 per cent.. In the wider UK building materials market the combined group
will have a market share of approximately 10 per cent.
The Wickes product portfolio is similar to that of Travis Perkins in heavy
building materials, timber and forest products, and plumbing and heating - this
will provide the enlarged group with the opportunity to achieve material
procurement gains.
Travis Perkins believes that the expansion of the Wickes network and the
expected synergies present an attractive platform for the future development of
the enlarged group.
Management Integration
As announced on 9 December 2004, Geoff Cooper has been appointed Chief Executive
designate of Travis Perkins. He will join the group on 1 February 2005, and it
is intended that he will assume executive responsibility as Chief Executive,
taking over from Frank McKay, on 1 March. Frank will at that point move to be a
key part of the Wickes implementation team until 1 May, and thereafter will
continue to be available as required until October 2005.
John Carter, currently the Managing Director Operations at Travis Perkins, will
be appointed Chief Operating Officer of the enlarged group, on completion of the
acquisition of Wickes. In that role he will have particular responsibility for
achievement of the synergies which will result from bringing the two businesses
together.
Richard Bird, currently Chief Executive Officer of Wickes will continue to be
responsible for the Wickes business within the enlarged group; Wickes will
continue to be run under its own brand name.
Financial Effects of the Transaction
The Board of Travis Perkins expects that substantial synergies will be generated
from the combination of the businesses, and the Travis Perkins' management has a
strong track record in delivering on synergy targets. It is anticipated that
there will be synergies of #17.5m in the financial year ending 31 December 2005
rising to #35 million per annum thereafter. Broadly, Travis Perkins expects
synergies of #29 million from purchasing economies, #3 million from distribution
efficiencies and #3 million from process streamlining.
The Board of Travis Perkins expects that the transaction will be earnings
enhancing in 2005 and substantially earnings enhancing thereafter*.
The indebtedness of the combined group will increase as a result of the
transaction with a ratio of net debt to EBITDA of around 2.7 times at completion
of the acquisition.
Current Trading
The Board of Travis Perkins anticipates that Travis Perkins' earnings in the
year ending 31 December 2004 will be in line with expectations.
The Company has continued to make good progress in the current financial year,
helped by a strong performance in the first half which was driven by organic
improvements and increased contributions from acquisitions. The performance in
the second half to date has been satisfactory. The Group has achieved a record
number of new branch acquisitions and brownfield openings during the year and
expects to reach circa 750 stores by year end.
Since its year end, Wickes has experienced similar sales trends to those for
Travis Perkins over the same period.
The Board of Travis Perkins believes that the acquisition of Wickes will provide
significant opportunities for both businesses and will provide Travis Perkins
with an excellent opportunity for expansion into the adjacent DIY market.
Accordingly, the Board has confidence in the trading prospects of the enlarged
group.
Competition
The Proposed Acquisition will be conditional upon:
i. the Office of Fair Trading indicating in terms reasonably satisfactory to
Travis Perkins that it has decided not to refer the Proposed Acquisition or
any part of it to the Competition Commission; or
ii. the period for considering any merger notice given to the OFT by Travis
Perkins having expired without any such reference having been made.
Travis Perkins has agreed to use all reasonable endavours to satisfy this
condition but it is not obliged to offer any undertakings that would result in
it being obliged to dispose of more than 50 stores or stores taken together
constitute more than 15 per cent. of the combined sales of the enlarged Travis
Perkins Group or more than 15 per cent. of the combined operating profits of the
Group.
Shareholder Approval
The acquisition of Wickes will be subject to the approval of Travis Perkins
shareholders at an Extraordinary General Meeting which is expected to be
convened in January 2005. A shareholder circular setting out the notice of this
meeting, including the Directors' recommendation to vote in favour of the
proposed acquisition, will be despatched early in the New Year.
The Placing
Travis Perkins proposes to raise a minimum of #75 million before expenses by the
placing of 5,000,000 new ordinary shares (the "Placing Shares") with
institutional investors. The proposed issue of Placing Shares will take place
at a price established through an accelerated bookbuilding to be managed by
HSBC. The books are expected to close no later than 4.30 pm today. The Placing
and the bookbuilding will take place in accordance with the terms and conditions
set out in the Appendix to this announcement. The Placing has been fully
underwritten by HSBC. The minimum Placing Price is 1500 pence per Placing
Share.
The Placing Shares are being placed by HSBC as agent for Travis Perkins. The
Placing is conditional on the matters described in Appendix 1 to this
announcement. Applications will be made to the UK Listing Authority for the
admission of the Placing Shares to the Official List of the UK Listing Authority
and to the London Stock Exchange plc ("London Stock Exchange") for such shares
to be admitted to trading on the market for listed securities of the London
Stock Exchange. The Placing Shares will rank pari passu in all respects with
the existing issued ordinary shares of 10p each in the capital of Travis
Perkins.
If you choose to participate in the Placing by making an oral and legally
binding offer to acquire Placing Shares you will be deemed to have read and
understood this announcement in its entirety and to be making such offer on the
terms and conditions contained herein and to be providing the representations,
warranties and acknowledgements contained in this announcement.
HSBC is acting for Travis Perkins and no-one else in connection with the Placing
and will not be responsible to any other person for providing the protections
afforded to its clients or for providing advice in connection with the Placing.
Persons requiring advice should consult an independent financial adviser.
The Placing is made outside the United States of America in offshore
transactions (as defined in Regulation S) meeting the requirements of Regulation
S under the US Securities Act of 1933 and may be made within the United States
of America to a limited number of institutional investors, who are qualified
institutional buyers within the meaning of and in reliance on Rule 144A or
pursuant to another exemption from or transaction not subject to the
registration requirements under the US Securities Act of 1933.
The distribution of this announcement and the offering or sale of the Placing
Shares in certain jurisdictions is restricted by law. This announcement may not
be used for, or in connection with, and does not constitute, any offer to, or
solicitation by, anyone in any jurisdiction in which it is unlawful to make such
an offer or solicitation.
APPENDIX 1: IMPORTANT INFORMATION ON THE PLACING
Members of the public are not eligible to take part in the Placing. The only
persons who are eligible to participate in the Placing are persons invited to do
so by HSBC being persons who have professional experience in matters relating to
investments falling within Article 19 of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2001 (as amended) (the "Order") or are persons
falling within Article 49 of the Order or are persons who may lawfully
participate in the Placing by making an oral offer (hereinafter "Relevant
Persons").
If you are a Relevant Person and choose to participate in the Placing by making
an oral offer to acquire Placing Shares you will be deemed to have read and
understood this announcement in its entirety and to be making such offer on the
terms and conditions contained herein and to be providing the representations,
warranties and acknowledgements contained in this announcement.
This announcement does not constitute an offer to sell or issue or the
solicitation of an offer to buy or subscribe for ordinary shares in the capital
of Travis Perkins in any jurisdiction in which such offer or solicitation is
unlawful.
The Placing is made outside the United States of America in offshore
transactions (as defined in Regulation S) meeting the requirements of Regulation
S under the US Securities Act of 1933 and may be made within the United States
of America to a limited number of institutional investors, who are qualified
institutional buyers within the meaning of and in reliance on Rule 144A or
pursuant to another exemption from or transaction not subject to the
registration requirements under the US Securities Act of 1933.
The distribution of this announcement and the Placing and/or issue of ordinary
shares in the capital of Travis Perkins in certain jurisdictions may be
restricted by law. No action has been taken by Travis Perkins or HSBC that
would permit an offer of such ordinary shares or possession or distribution of
this announcement or any other offering or publicity material relating to such
ordinary shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this announcement comes are required by Travis
Perkins and HSBC to inform themselves about and to observe any such
restrictions.
Details of the Placing Agreement and the Placing Shares
HSBC has entered into a placing agreement (the "Placing Agreement") with Travis
Perkins whereby HSBC has agreed, subject to the conditions set out therein, to
use its reasonable endeavours as agent of the Company to procure placees to
subscribe for the Placing Shares or failing which, itself, to subscribe (as
principal) for such shares at a price per Placing Share to be determined by an
accelerated bookbuilding process ("Bookbuilding Process") to be undertaken by
HSBC. HSBC has underwritten the Placing at a minimum price of 1500 pence per
share.
No commissions will be paid to the placees in respect of any Placing Shares. In
addition, there will be no stamp duty payable on the Placing Shares. Insofar as
the Placing Shares are registered in the name of the placee or that of its
nominee, or in the name of any person for whom the placee is contracting as
agent or that of nominee for such person, the Placing Shares will subject as
otherwise provided in this announcement be registered free from any liability to
UK stamp duty or stamp duty reserve tax.
The Placing Shares will be fully paid and will rank pari passu in all respects
with the existing issued ordinary shares of 10p each in the capital of Travis
Perkins.
Applications for listing and admission to trading
Applications will be made to the UK Listing Authority for the admission of the
Placing Shares to the Official List of the UK Listing Authority and to the
London Stock Exchange plc ("London Stock Exchange") for such shares to be
admitted to trading on the market for listed securities of the London Stock
Exchange. It is expected that dealings in the Placing Shares will commence no
later than 22 December 2004.
How to participate in the Bookbuilding Process
The Bookbuilding Process will commence today and is expected to close at no
later than 4.30 pm today, but may be closed earlier at the sole discretion of
HSBC. HSBC may, at its sole discretion extend the time and date for closing of
the Bookbuilding Process to no later than 5.00 pm on 21 December 2004.
If you wish to participate in the Bookbuilding Process you should communicate
your bid by telephone to your usual sales contact at HSBC or to Ian Jeynes on
the Syndicate Desk (tel:+44 207 991 5273) at HSBC. If successful, your
allocation will be confirmed to you orally following the close of the
Bookbuilding Process, and a contract note will be dispatched as soon as possible
thereafter. HSBC's oral confirmation to you will constitute a legally binding
commitment upon you to subscribe for the number of Placing Shares allocated to
you on the terms and conditions set out in this announcement and in accordance
with the Company's memorandum and articles of association.
A further announcement will be made as soon as practicable following the close
of the Bookbuilding Process detailing the price at which the Placing Shares have
been placed (the "Pricing Announcement").
HSBC may, at its sole discretion choose to accept bids that are received after
the Bookbuilding Process has closed.
Principal terms of the Bookbuilding Process
1. HSBC is arranging the Placing as agent of Travis Perkins. HSBC has fully
underwritten the Placing at a minimum price per Placing Share of 1500 pence;
2. Participation will only be available to Relevant Persons invited to
participate by HSBC. HSBC is entitled to enter bids as principal in the
Bookbuilding Process;
3. The Bookbulding Process will establish a single price (the "Placing Price"),
payable by all placees subject to a minimum price of 1500 pence per Placing
Share. The Placing Price will be determined by HSBC, in consultation with
the Company to the extent practicable in the circumstances, following
completion of the Bookbuilding Process having regard to such factors as
HSBC considers appropriate;
4. To enter a bid into the Bookbuilding Process, you should communicate your bid
by telephone to your usual sales contact at HSBC or to Ian Jeynes on the
Syndicate Desk (tel: +44 207 991 5273) at HSBC. Your bid should state the
number of Placing Shares for which you wish to subscribe at either the
Placing Price which is ultimately determined by HSBC or at prices up to a
price limit specified in your bid;
5. HSBC reserves the right not to accept bids or to accept bids in part rather
than in whole. The acceptance of bids shall be at HSBC's absolute
discretion;
6. The Bookbuilding Process is expected to close no later than 4.30 pm today but
may be closed earlier at the sole discretion of HSBC. HSBC may also extend
the time and date for closing of the Bookbuilding Process to no later than
5.00 pm on 21 December 2004. HSBC will not solicit bids after the
Bookbuilding process has closed but may, at its sole discretion, accept bids
that are received after the Bookbuilding Process has closed;
7. A bid in the Bookbuilding Process will be made on the terms and conditions in
this announcement and will be legally binding on placees whom, or on behalf
of whom, it is made and will not be capable of variation or revocation after
the close of the Bookbuilding Process. The contract created by the
acceptance of the bid will be governed by English law.
Conditions of the Placing
The Placing is conditional on, inter alia:
(a) the UK Listing Authority admitting the Placing Shares to the
Official List and the London Stock Exchange admitting the Placing Shares to
trading (together "Admission") in accordance with the Listing Rules and the
London Stock Exchange Admission and Disclosure Standards on or before 8.00am on
22 December 2004 or by such later time and date as HSBC and Travis Perkins may
agree, being no later than 2.30 pm on 22 December 2004;
(b) Travis Perkins confirming to HSBC before Admission that it is
not in material breach of its obligations in the Placing Agreement;
(c) the Placing Agreement not being terminated in accordance with
its terms prior to Admission.
HSBC is entitled to waive or to extend the time and/or date for fulfilment of
any of the conditions in the Placing Agreement. Any such extension or waiver
will not affect placees' commitments. HSBC shall not have any liability to any
placee (or to any person whether acting on behalf of a placee or otherwise) in
respect of any decision it may make as to whether or not to waive or to extend
the time and/or date for the satisfaction of any condition in the Placing
Agreement.
If, (a) the conditions relating to Admission noted in paragraph (a) above is not
satisfied at or prior to 8.00am on 22 December 2004 (or such later time or date
as HSBC may determine, being not later than 2.30 pm on 24 December 2004), or (b)
the Placing Agreement is terminated in accordance with its terms, or (c) the
Placing Agreement does not otherwise become unconditional in all respects, the
Placing will lapse and your rights and obligations hereunder shall cease and
determine at such time and no claim can be made by you in respect thereof.
Right to terminate under the Placing Agreement
HSBC has the right to terminate its obligations under the Placing Agreement at
any time prior to Admission in the event, inter alia:
1. it comes to the notice of HSBC that any statement contained in this
announcement was untrue, incorrect or misleading in any material respect at the
time the announcement was issued; or
2. it comes to the notice of HSBC that any of the warranties given by the
Company in the Placing Agreement are untrue or inaccurate or misleading in any
material respect when made and/or that any of those warranties have ceased to be
true or accurate or become misleading in any material respect; or
3. there has been a material breach by the Company of any of the provisions
of the Placing Agreement.
By participating in the Bookbuilding Process each placee is deemed to agree with
HSBC that the exercise by HSBC of any right of termination or other discretion
under the Placing Agreement shall be within the absolute discretion of HSBC and
that HSBC need make no reference to any placee and HSBC shall have no liability
to any placee whatsoever in connection with the exercise or non-exercise of any
such right or discretion.
In addition, by participating in the Bookbuilding Process each placee agrees
that its rights and obligations under the Placing terminate only in the
circumstances described above and will not be capable of rescission or
termination by the placee.
No prospectus
No prospectus has been or will be submitted to be approved by the UK Listing
Authority or filed with the Registrar of Companies in England and Wales in
relation to the Placing Shares. Commitments by placees will be made solely on
the basis of this announcement.
Each placee, by accepting a participation in the Placing, agrees that the
content of this announcement is exclusively the responsibility of the Company.
Each placee confirms that it has neither received nor relied on any other
information, representation, warranty or statement made by or on behalf of the
Company or HSBC, or either of their respective affiliates and that neither the
Company, HSBC, nor their respective affiliates will be liable for a placee's
decision to participate in the Placing based on any information, representation,
warranty or statement not contained in this announcement. Each placee
acknowledges and agrees that it has relied on its own investigation of the
business, financial or other position of the Company in accepting a
participation in the Placing. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in Placing Shares following Admission will take place
within the CREST system. Placees will receive any shares placed with them in
uncertificated form through their CREST member account.
If you are allocated any Placing Shares in the Bookbuilding Process you will be
sent a contract note.
Settlement will be on a T+3 basis (being 3 days after the date on which the
contract notes are despatched) and will be required to be made within CREST. It
is expected that settlement will take place on 21 December 2004. Interest is
chargeable daily on payments to the extent that value is received after the due
date at rate of 2 per cent. per annum above HSBC Bank plc's rate from time to
time. If a placee does not settle payment when due, HSBC may (as agent for such
placee) sell the Placing shares allocated to such placee and retain from the
proceeds an amount equal to the Placing Price payable plus any interest due.
The relevant placee will, however, remain liable, inter alia, for any shortfall
below the Placing Price and it may be required to bear any stamp duty or stamp
duty reserve tax (together with any interest or penalties) which may arise upon
the sale of such Placing Shares.
HSBC reserves the right to settle allocations in certificated form if for any
reason it wishes to do so.
Time shall be of the essence as regards the obligations of Placees to settle
payment for the Placing Shares and to comply with their obligations under this
Appendix.
Representation and warranties
By participating in the Bookbuilding Process each placee (hereinafter referred
to as "you" and the reference to "your" shall be the relevant placee) will be
deemed to:
1. represent and warrant that you have read this announcement and acknowledge
that your participation in the Placing will be governed by the terms of this
Appendix;
2. acknowledge that the content of this announcement is exclusively the
responsibility of the Company;
3. represent and warrant that the only information upon which you have relied in
committing yourself to subscribe for the Placing Shares is that contained in
this announcement and any information previously published by the Company
through a Regulatory Information Service (as defined in the UK Listing
Authority's Listing Rules) and confirm that you have neither received nor
relied on any information, representation, warranty or statement made by or
on behalf of the Company or HSBC;
4. acknowledge that neither HSBC nor any person acting on its behalf has or
shall have any liability for any publicly available or filed information or
representation in relation to Travis Perkins or Wickes, provided that
nothing in this paragraph excludes the liability of any person for fraud;
5. acknowledge that the Placing is not conditional upon completion of the
proposed acquisition of Wickes pursuant to the acquisition agreement
referred to in this announcement;
6. you are, or at the time the Placing Shares are subscribed for will be, the
beneficial owner of such Placing Shares and either (i) are not a resident of
Canada, Japan or Australia and you are located outside of Canada, Japan and
Australia and you are not a person located in the United States of America,
its territories or possessions, any state of the United States or the
District of Columbia (the "United States") or acting on a non-discretionary
basis for a person in the United States, and are acquiring the Placing
Shares in an offshore transaction under Regulation S under the US Securities
Act of 1933; (the "Securities Act") or (ii) you are a qualified
institutional buyer ("QIB") within the meaning of Rule 144A under the
Securities Act acquiring the Placing Shares for your own account or for the
account of another QIB and are not acquiring the Placing Shares with a view
to or for sale in connection with any distribution thereof other than in
compliance with the Securities Act and applicable state securities laws;
7. if you are a QIB subscribing for the Placing Shares, you acknowledge and
understand that the Placing Shares are not being and will not be registered
under the Securities Act, are being offered and sold to you in a transaction
that is exempt from the registration requirements of the Securities Act and
are "restricted securities" within the meaning of Rule 144(a)(3) under the
Securities Act. You agree not to offer or sell the Placing Shares except
pursuant to an exemption from the registration requirements of the
Securities Act. You also agree not to deposit the Shares in an unrestricted
American Depositary Receipt facility for so long as such shares are
"restricted securities" within the meaning of Rule 144(a)(3) under the
Securities Act;
8. represent and warrant that you are entitled to subscribe for and/or purchase
Placing Shares under the laws of all relevant jurisdictions which apply to
you and that you have fully observed such laws and obtained all such
governmental and other guarantees and other consents which may be required
thereunder and complied with all necessary formalities;
9. represent and warrant that the issue to you, or the person specified by you
for registration as holder, of Placing Shares will not give rise to a
liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986
(depositary receipts and clearance services);
10. if you are in the UK, you represent and warrant that you have complied with
your obligations in connection with money laundering under Proceeds of Crime
Act 2002, the Anti-Terrorism Crime and Security Act 2000 (as amended) and
the Money Laundering Regulations 2003 (the "Regulations") and, if you are
making payment on behalf of a third party, that satisfactory evidence has
been obtained and recorded by you to verify the identity of the third party
as required by the Regulations;
11. represent and warrant that you fall within paragraph 3(a) of Schedule 11 to
the Financial Services and Markets Act 2000 ("FSMA"), being a person whose
ordinary activities involve you in acquiring, holding, managing or disposing
of investments (as principal or agent) for the purposes of your business,
and within Article 19 and/or 49 of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2001, as amended, and undertake that you
will acquire, hold, manage or dispose of any Placing Shares that are
allocated to you for the purposes of your business;
12. represent and warrant that you have not offered or sold and, prior to the
expiry of a period of six months from the date of Admission of the Placing
Shares, will not offer or sell any Placing Shares to persons in the United
Kingdom except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their business or otherwise in circumstances
which have not resulted and which will not result in an offer to the public
in the United Kingdom within the meaning of the Public Offers of Securities
Regulations 1995, as amended;
13. represent and warrant that you have only communicated or caused to be
communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the
meaning of Section 21 of FSMA) relating to the Placing Shares in
circumstances in which Section 21(1) of FSMA does not require approval of
the communication by an authorised person;
14. represent and warrant that you have complied and will comply with all
applicable provisions of FSMA with respect to anything done by you in
relation to the Placing Shares in, from or otherwise involving the United
Kingdom;
15. represent and warrant that you have all necessary capacity and have obtained
all necessary consents and authorities to enable you to commit to subscribe
for Placing Shares and to perform your obligations in relation thereto
(including, without limitation, in the case of any person on whose behalf
you are acting, all necessary consents and authorities to agree to the terms
set out or referred to in this announcement);
16. undertake that you will pay for the Placing Shares acquired by you in
accordance with this announcement at the due time and date set out herein;
17. acknowledge that for the purposes of the Placing, you are not and will not
be a client of HSBC and that HSBC does not have duties or responsibilities
to you for providing the protections afforded to their clients or for
providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement;
18. undertake that the person whom you specify for registration as holder of the
Placing Shares will be (i) the placee or (ii) a nominee of the placee, as
the case may be. Neither HSBC nor the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a failure
to observe this requirement. Each placee and any person acting on behalf of
the placee agrees to subscribe on the basis that the Placing Shares will be
allotted to the CREST stock account of HSBC who will hold them as nominee on
behalf of the placee until settlement in accordance with its standing
settlement instructions; and
19. acknowledge that any agreements entered into by the placee pursuant to these
terms and conditions shall be governed by and construed in accordance with
the laws of England and you submit (on behalf of yourself and on behalf of
any placee on whose behalf you are acting) to the exclusive jurisdiction of
the English courts as regards any claim, dispute or matter arising out of
any such contract.
The acknowledgements, undertakings, representations and warranties referred to
above are given to each of the Company and HSBC and their respective affiliates
and are irrevocable. Travis Perkins, HSBC and their respective affiliates will
rely upon the truth and accuracy of such acknowledgements, undertakings,
representations and warranties.
Travis Perkins, HSBC and others will rely upon the truth and accuracy of the
foregoing representations, warranties and acknowledgement.
This announcement shall not constitute or form any part of any offer or
invitation to subscribe for, underwrite or otherwise acquire, or any
solicitation of any offer to purchase or subscribe for, securities including in
the United States.
This announcement does not constitute an offer to sell or issue, or the
solicitation of an offer to buy, subscribe or otherwise acquire Placing Shares
or other shares in the Company in Canada, Australia, Japan, the Republic of
Ireland or in any jurisdiction in which such offer or solicitation is unlawful
and the information contained herein is not for release, publication or
distribution in whole or in part into Canada, Australia, Japan or the Republic
of Ireland, or in any jurisdiction in which such publication or distribution is
unlawful.
This announcement does not constitute an offer of securities for sale in the
United States of America. Neither this announcement nor any copy of it may be
taken or distributed into the United States of America or distributed or
published, directly or indirectly, in the United States of America. Any failure
to comply with this restriction may constitute a violation of US securities law.
The securities referred to herein have not been and will not be registered
under the US Securities Act of 1933, as amended (the "Securities Act"), and may
not be offered or sold in the United States unless they are registered under the
Securities Act or pursuant to an available exemption therefrom. No public
offering of securities of is being made in the United States of America.
The Placing Shares have not been recommended, approved or disapproved by any
United States federal or state securities commission or regulatory authority.
Furthermore, the foregoing authorities have not confirmed the accuracy or
determined the adequacy of this announcement. Any representations to the
contrary is a criminal offence in the US.
This announcement has been issued by and is the sole responsibility of Travis
Perkins and has been approved solely for the purpose of Section 21 of the
Financial Services and Markets Act 2000 by HSBC Bank plc, 8 Canada Square,
London E14 5HQ, a company regulated by the Financial Services Authority and a
member of the London Stock Exchange plc.
HSBC plc is acting for Travis Perkins and no-one else in connection with the
Placing and will not be responsible to anyone else other than Travis Perkins for
providing the protections afforded to its clients or for providing advice in
relation to the Placing. Persons needing advice should consult an independent
financial adviser.
This announcement contains a number of statements relating to Travis Perkins
that are considered "forward looking statements" as defined in the Private
Securities Litigation Reform Act 1995 of the United States of America. Such
statements are based on current plans and, information and intentions and
certain external factors which may be beyond the control of Travis Perkins and,
therefore, undue reliance should not be placed on them. Forward looking
statements speak only as of the date they are made, and Travis Perkins
undertakes no obligation to update publicly any of them in light of new
information or future events. These statements are subject to risks and
uncertainties that could cause actual occurrences to differ materially from the
forward looking statements.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQEANAKFLLLFEE
Travis Perkins (LSE:TPK)
Historical Stock Chart
From Oct 2024 to Nov 2024
Travis Perkins (LSE:TPK)
Historical Stock Chart
From Nov 2023 to Nov 2024
