DGC Dobbies Garden

    RNS Number : 4409U
  Dobbies Garden Centres PLC
  14 May 2008
   




    Dobbies Garden Centres plc

    Publication of Supplementary Prospectus

    The following Supplementary Prospectus has been approved by the UK Listing Authority:


              SUPPLEMENTARY PROSPECTUS 2008: 01 DATED 14 May 2008
 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are
 in any doubt as to the action you should take, you are recommended to seek
 your own personal financial advice as soon as possible from your stockbroker,
 bank manager, solicitor, accountant, fund manager or other appropriate
 independent financial adviser duly authorised under the Financial Services
 and Markets Act 2000 if you are in the United Kingdom or, if not, from
 another appropriately authorised independent financial adviser.

 If you sell or have sold or otherwise transferred all of your Existing
 Ordinary Shares, please send this document together with the Form of Proxy
 and any accompanying Application Form at once to the purchaser or transferee
 or to the stockbroker, bank or other agent through whom or by whom the sale
 or transfer was made, for delivery to the purchaser(s) or transferee(s) of
 such Existing Ordinary Shares.

 The distribution of this document and/or the accompanying documents and/or
 the transfer of Open Offer Entitlements in jurisdictions other than the
 United Kingdom, including the Excluded Territories, may be restricted by law
 and therefore persons into whose possession this document comes should inform
 themselves about, and observe, any such restrictions. Any failure to comply
 with any of these restrictions may constitute a violation of the securities
 law of any such jurisdiction. In particular, such documents should not be
 distributed, forwarded or transmitted in or into the United States.


 DOBBIES GARDEN CENTRES PLC
 (incorporated and registered in Scotland with registered no. SC010975)
 Open Offer of up to 12,446,208 New Ordinary Shares at £12 per share


 This supplement (the "Supplement") to the prospectus (the "Prospectus") dated
 9 April 2008 constitutes a supplementary prospectus for the purposes of
 Section 87G of FSMA. Terms defined in the Prospectus have the same meaning
 when used in this Supplement.

 This Supplement is supplemental to, and should be read in conjunction with,
 the Prospectus. In particular your attention is drawn to the Risk Factors set
 out in Part 2 of the Prospectus.

 Responsibility

 The Company and each of the Directors, whose names and functions appear in
 paragraph 8.1 of Part 9 of the Prospectus, accept responsibility for the
 information contained in this Supplement, and declare that, having taken all
 reasonable care to ensure that such is the case, the information contained in
 this Supplement is, to the best of their knowledge, in accordance with the
 facts and contains no omission likely to affect its import.

 Purpose

 The purpose of this Supplement is to amend a statement made in paragraph 11
 of Part 9 of the Prospectus following the initiation of legal proceedings by
 West Coast Capital (Lios) Limited ("WCC") on 8 May 2008.

 Detail of amendment

 Paragraph 11 of Part 9 of the Prospectus contained a statement that, save for
 legal proceedings initiated by the Company against Snoddons Construction
 Limited, no member of the Group is or has been involved in any governmental,
 legal or arbitration proceedings (including any such proceedings which are
 pending or threatened of which the Company is aware), during the 12 month
 period prior to the publication of the Prospectus which may have, or have had
 in the recent past, a significant effect on the Company and / or the
 financial position or profitability of the Group. 
  
 On 9 May 2008 the Company announced that WCC had initiated legal proceedings
 against it. WCC are petitioning the Court of Session in Edinburgh on the
 grounds of unfair prejudice. The text of this announcement is set out below:

 "Statement re initiation of legal proceedings 


 The Board of Dobbies Garden Centres plc ("Dobbies" or the "Company") (AIM:
 DGC) announces that on 8 May 2008 proceedings were initiated by West Coast
 Capital (Lios) Limited ("WCC") seeking an interim order to block the
 Company's proposed open offer to shareholders (the "Open Offer").


 The Board has carefully considered the merits of the Open Offer and believes
 that the Open Offer is in the best interests of the Company and all of its
 shareholders.  The Open Offer will enable the Company to progress its stated
 expansion plans and the Board believes that it provides access to funding on
 attractive terms in current market conditions which will be earnings
 enhancing.


 The Company intends to present a robust defence of its strategy at the court
 hearing.


 Dobbies is bound by legal process and confidentiality and it would not be
 appropriate to comment further at this stage. The Board of Dobbies hopes for
 an early resolution in order to allow it to concentrate its
 Since the announcement was released, the application for an interim order was
 heard by the Court of Session on Monday 12 May 2008. The Court's decision in
 respect of the Open Offer is expected on Thursday 15 May 2008.

 Withdrawal rights

 Paragraph 3(iii) of Part 5 of the Prospectus contained the following
 disclosure on withdrawal rights. The withdrawal rights of Shareholders are
 unchanged by this Supplement.

 "(iii)    Withdrawal rights
 Qualifying Shareholders wishing to exercise statutory withdrawal rights after
 publication by the Company of a prospectus supplementing this document must
 do so by lodging a written notice of withdrawal, which must include the
 holder reference number, full name and address of the person wishing to
 exercise statutory withdrawal rights and, if such person is a CREST member,
 the participant ID and the member account ID of such CREST member, by
 facsimile to Equiniti Limited (for further details Shareholders should
 contact Equiniti on 0871 384 2050 or if calling from outside the UK telephone
 +44 121 415 0259), so as to be received no later than two Business Days after
 the date on which the supplementary prospectus is published. Notice of
 withdrawal given by any other means or which is deposited with or received by
 Equiniti after expiry of such period will not constitute a valid withdrawal,
 provided that the Company will not permit the exercise of withdrawal rights
 after payment by the relevant Qualifying Sharehol
 To the extent that there is any inconsistency between (a) any statement in
 this Supplement and (b) any other statement in the Prospectus, the statements
 in (a) above will prevail.

 Save as disclosed in this Supplement there has been no other significant new
 factor, material mistake or inaccuracy relating to information included in
 the Prospectus since publication of the Prospectus.



    The Supplementary Prospectus may also be viewed on the Company's website: www.dobbies.com

    Enquiries:  

    James Barnes, Chief Executive
    Sharon Brown, Finance Director
    Dobbies Garden Centres plc                          Tel: 0131 663 6778

    Sandy Fraser
    Brewin Dolphin Limited (Nomad)                   Tel: 0131 529 0272

    Ben Woodford / Emma Kent / Antonia Coad
    Bell Pottinger Corporate & Financial             Tel: 020 7861 3232


    GENERAL INFORMATION
    Brewin Dolphin Limited, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting as
Nominated Adviser to Dobbies and no one else in relation to the transaction and will not be responsible to anyone other than Dobbies for
providing the protections afforded to clients of Brewin Dolphin Limited nor for providing advice in relation to the proposed transaction.

    This announcement does not constitute an offer to sell or the solicitation of an offer to acquire or subscribe for New Ordinary Shares
and/or to take up any entitlements. The offer to acquire New Ordinary Shares pursuant to the proposed Open Offer will be made solely on the
basis of the information contained in the Prospectus dated 9 April 2008 and the Supplementary Prospectus dated 14 May 2008..

    The information contained in this announcement is not for release, publication or distribution to persons in the United States, Canada,
Australia, New Zealand, Japan or the Republic of South Africa or in any jurisdiction where to do so would breach any applicable law. This
announcement is not an offer of securities for sale in, into or from the United States, Canada, Australia, New Zealand, Japan or the
Republic of South Africa. The New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933 (as amended)
or under any relevant securities laws of any state or other jurisdiction of the United States, and will not qualify for distribution under
any of the relevant securities laws of Canada, Australia, New Zealand, Japan or the Republic of South Africa. Accordingly, the New Ordinary
Shares may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United
States (absent registration or an applicable exemption from registration) or within Canada, Australia, New Zealand, Japan or the Republic of South Africa.

    The availability of the Open Offer to persons who are not resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are located. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any
applicable requirements.
This information is provided by RNS
The company news service from the London Stock Exchange
 
  END 
 
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