TIDMBOK
RNS Number : 5400G
Booker Group PLC
02 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
FOR IMMEDIATE RELEASE
2 March 2018
RECOMMED SHARE AND CASH MERGER OF
TESCO PLC
AND
BOOKER GROUP PLC ("BOOKER" OR THE "COMPANY")
COURT SANCTION OF SCHEME OF ARRANGEMENT
Booker announces that the High Court of Justice in England and
Wales has today sanctioned the scheme of arrangement under Part 26
of the Companies Act (the "Scheme") by which the recommended share
and cash merger, pursuant to which Tesco PLC ("Tesco") will acquire
the entire issued and to be issued share capital of Booker (the
"Merger"), is being implemented.
All Conditions to the Merger have now been satisfied or waived
other than delivery to the Registrar of Companies of England and
Wales of a copy of the Court Order which is expected to take place
before 8.00 a.m. (London time) on 5 March 2018, at which point the
Scheme will become effective.
The Scheme Record Time will be 6.00 p.m. (London time) today, 2
March 2018, and no transfers of Booker Shares will be registered
after this time.
Applications have been made to the London Stock Exchange and the
UK Listing Authority in relation to the de-listing of Booker Shares
from the Official List and the cancellation of the admission to
trading of Booker Shares on the Main Market of the London Stock
Exchange and, subject to the Scheme becoming effective, these are
expected to take effect on 5 March 2018.
Booker further announces that, having each given notice of their
intention to resign with effect from the time at which the Scheme
becomes effective, each of Stewart Gilliland, Helena Andreas,
Andrew Cripps, Gary Hughes and Karen Jones will, subject to the
Scheme becoming effective, stand down as directors of Booker with
effect from 5 March 2018.
There has been no change to the expected timetable of the
principal events for the Merger set out on pages 2 and 3 of the
scheme document published on 5 February 2018 in relation to the
Merger (the "Scheme Document"). Full details of the Merger,
including the terms and conditions of the Scheme and the Merger,
are set out in the Scheme Document.
The extent to which elections under the Mix and Match Facility
will be satisfied will be confirmed on 5 March 2018.
Enquiries:
J.P. Morgan Cazenove (financial adviser and corporate broker to
Booker)
+44 (0) 207 742 6000
Toby Radford / Behzad Arbabzadah
Dwayne Lysaght / Adam Laursen
Investec (corporate broker to Booker)
+44 (0) 207 597 4000
Keith Anderson/Henry Reast
Tulchan Communications (public relations adviser to Booker Group
plc)
+44 (0) 207 353 4200
Susanna Voyle / Jess Reid
Clifford Chance LLP are retained as legal advisers for
Booker.
Terms used but not defined in this announcement have the meaning
given to them in the Scheme Document.
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.
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. In
particular the ability of persons who are not resident in the
United Kingdom, to vote their Booker Shares with respect to the
Scheme at the Scheme Court Meeting, or to appoint another person as
proxy to vote at the Scheme Court Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they
are located. 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 Takeover 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 Takeover 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.
If the Merger is implemented by way of Offer (unless otherwise
permitted by applicable law or regulation), the Offer may not be
made, directly or indirectly, in or into or by use of the mails or
any other means or instrumentality (including, without limitation,
facsimile, email or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or any facility of
a national, state or other securities exchange of any Restricted
Jurisdiction and the Offer will not be capable of acceptance by any
such use, means, instrumentality or facilities or from within any
Restricted Jurisdiction.
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
Document 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 Booker and
Tesco 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 is intended to be carried out under a scheme of
arrangement provided for under English company law (which requires
the approval of the Booker Scheme Shareholders). If so, it is
expected that any Tesco Shares to be issued pursuant to the Scheme
to Booker Shareholders would be 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 will advise the
Court that its sanctioning of the Scheme will be relied on by Tesco
as an approval of the Scheme following a hearing on its fairness to
Booker Shareholders, at which Court hearing all Booker Shareholders
are entitled to attend in person or though counsel to support or
oppose the sanctioning of the Scheme and with respect to which
notification has been given to all such holders.
The Merger may in certain circumstances instead be carried out
by way of a Takeover Offer under English law. If Tesco exercises
its right to implement the Merger by way of a Takeover Offer, such
Offer will be made in compliance with applicable US tender offer
and securities laws and regulations, including the exemptions
therefrom.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, Tesco or its nominees, or its
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Booker Shares outside of
the US, other than pursuant to the Merger, until the date on which
the Merger and/or Scheme becomes effective, lapses or is otherwise
withdrawn. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices.
Any information about such purchases will be disclosed as required
in the UK, will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website at
www.londonstockexchange.com.
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 web site at www.sec.gov, Tesco's
website at www.tescoplc.com and Booker's website at
www.bookergroup.com/investor-centre.
Important Notices Relating to Financial Advisers
J.P. Morgan Limited (which conducts its UK investment banking
activities as J.P. Morgan Cazenove) which is authorised and
regulated in the UK by the FCA, is acting exclusively for Booker
and no one else in connection with the Merger and will not be
responsible to anyone other than Booker for providing the
protections afforded to clients of J.P. Morgan Cazenove nor for
providing advice in relation to the Merger or any other matters
referred to in this Announcement.
Investec Bank plc, which is authorised by the Prudential
Regulation Authority and regulated by the FCA and the Prudential
Regulation Authority in the UK, is acting exclusively for Booker
and no one else in connection with the Merger and will not be
responsible to anyone other than Booker for providing the
protections afforded to its clients or for providing advice in
relation to the Merger or any other matters referred to herein.
Forward--looking statements
This Announcement, oral statements made regarding the Merger,
and other information published by Booker and Tesco 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 Booker and Tesco 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 Booker
and Tesco, 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 Booker and Tesco believe that the expectations
reflected in such forward-looking statements are reasonable, Booker
and Tesco 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. These factors include the satisfaction of the
Conditions, as well as additional factors, such as: risks relating
to the Tesco Group's credit rating; local and global political and
economic conditions including Brexit; the Booker Group's and the
Tesco Group's economic model and liquidity risks; financial
services risk; the risks associated with each of Booker's and
Tesco's brand, reputation and trust; environmental risks; safety,
technology, data security and data privacy risks; changes in
consumer habits and preferences; legal or regulatory developments
and changes; the outcome of any litigation; the impact of any
acquisitions or similar transactions; competition and market risks;
competitive product and pricing pressures; business continuity and
crisis management; pensions risks; joint venture governance and
partnerships; and failure to report accurate financial information
in compliance with accounting standards and applicable legislation.
Other unknown or unpredictable factors could cause actual results
to differ materially from those in the forward-looking statements.
Such forward-looking statements should therefore be construed in
the light of such factors. Neither Booker nor Tesco, 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.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share for Booker for the current or future financial
years would necessarily match or exceed the historical published
earnings or earnings per share for Booker.
Publication on website and availability of hard copies
In accordance with Rule 26.1 of the Takeover Code, a copy of
this Announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on Booker's website at
www.bookergroup.com/investor-centre by no later than 12 noon
(London time) on the Business Day following this Announcement.
For the avoidance of doubt, the contents of websites referred to
in this Announcement are not incorporated into and do not form part
of this Announcement.
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
SOAFLLFBVXFFBBV
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March 02, 2018 06:21 ET (11:21 GMT)
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