BTSM Bss Grp.

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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