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Travis Perkins (TPK)
Demerger Update: Publication of Supplementary Circular and Supplementary
Prospectus
15-Apr-2021 / 13:32 GMT/BST
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.
15 April 2021
Travis Perkins plc
Travis Perkins plc
("Travis Perkins" or the "Group")
Demerger Update: Publication of Supplementary Circular and Supplementary
Prospectus
Following the publication of the Travis Perkins Q1 trading update earlier
today, the Group announces that a supplementary circular relating to the
demerger of the Wickes business from the Group (the "Demerger") (the
"Supplementary Circular") has been published today and will shortly be
posted to Travis Perkins' Shareholders with a supplementary prospectus in
relation to the listing of shares in Wickes Group plc ("Wickes") (the
"Supplementary Prospectus") also made available following approval by the
FCA.
In accordance with the requirement set out in the Prospectus Rules, the
Supplementary Prospectus has been published following the announcement of
Travis Perkins' trading update for the first quarter of 2021 which, having
been published prior to the completion of the Demerger, incorporates a
trading update in respect of Wickes for the same period.
The Supplementary Circular and Supplementary Prospectus are supplementary
to and must be read in conjunction with the Circular and Prospectus dated
24 March 2021, previously sent to Shareholders and available on Travis
Perkins' website (www.travisperkinsplc.co.uk/investors).
The Supplementary Prospectus and Supplementary Circular are now available
for inspection at www.travisperkinsplc.co.uk/investors and the
Supplementary Prospectus is also available on Wickes' website at
https://www.wickesplc.co.uk/demerger_details/.
A general meeting of Travis Perkins will be held at Ryehill House, Rye
Hill Close, Lodge farm Industrial Estate, Northampton NN5 7UA at 10.45 am
on 27 April 2021, or, if later, at the time which is immediately after the
Company's 2021 annual general meeting convened for the same place and day
shall have been concluded or adjourned (the "General Meeting").
Following the guidance related to physical meeting due to the COVID-19
pandemic and being guided by the overarching consideration of the safety
and wellbeing of all participants, regrettably, shareholders will be
unable to attend in person. Shareholders will be able to attend the
General Meeting via the live webcast, which will be broadcast from the
Company's offices in Northampton.
Further details are set out in the Circular and the notice of general
meeting contained within it. The Demerger is due to complete with trading
in Wickes shares commencing on 28 April 2021. The Travis Perkins Share
Consolidation will be effective following market close on 28 April 2021,
with trading in new Travis Perkins shares commencing on 29 April 2021.
Ends
Enquiries
Travis Perkins
Investor Relations
Matt Worster +44 (0) 799 008 8548
1 matt.worster@travisperkins.co.uk
Heinrich Richter +44 (0) 739 212 5417
2 heinrich.richter2@travisperkins.co.uk
Powerscourt +44 (0) 207 250 1446
PR Adviser to Travis Perkins
Justin Griffiths, James White
3 travisperkins@powerscourt-group.com
Wickes
Investor Relations
Andy Hughes +44 (0) 777 669 2736
4 wickes@headlandconsultancy.com
Headland +44 (0) 203 805 4822
PR Adviser to Wickes
Lucy Legh, Henry Wallers, Charlie Twigg
5 wickes@headlandconsultancy.com
Citigroup Global Markets Limited +44 (0) 207 986 4000
Joint Financial Adviser, Joint Sponsor and Joint Corporate Broker to
Travis Perkins and Wickes
Andrew Seaton
Robert Redshaw
Martin Weltman
Peter Catterall
Deutsche Bank AG, London Branch +44 (0) 207 545 8000
Joint Financial Adviser, Joint Sponsor and Joint Corporate Broker to
Travis Perkins and Wickes
Charles Wilkinson
Simon Hollingsworth
Mark Hankinson
Raed El-Dana
Important Information
This announcement does not constitute an offer or invitation to sell or
issue, or a solicitation of an offer or invitation to purchase or
subscribe for any securities in any jurisdiction nor shall it (or any part
of it) or the fact of its distribution, form the basis of, or be relied on
in connection with any contract therefor.
In particular, this announcement does not constitute an offer or
invitation to sell or issue, or a solicitation of an offer or invitation
to purchase or subscribe for, any securities in the United States. The
shares of Wickes have not been, and will not be, registered under the US
Securities Act of 1933, as amended (the "US Securities Act"), and may not
be offered or sold in the United States, except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of
the US Securities Act, and in compliance with any applicable State or
local securities laws. There will be no public offer of the shares of
Wickes in the United States.
No offer of shares of Wickes will be made as part of the Demerger and the
Prospectus will be published solely in connection with the proposed
admission of Wickes' ordinary shares to the premium listing segment of the
Official List and to trading on the London Stock Exchange ("Admission").
Citigroup Global Markets Limited ("Citi"), which is authorised by the
Prudential Regulation Authority ("PRA") and regulated in the UK by the
Financial Conduct Authority ("FCA") and the PRA, is acting as financial
adviser and sponsor exclusively for Travis Perkins and Wickes and for no
one else in connection with the Demerger, Admission or any other matters
described in this announcement and will not be responsible to anyone other
than Travis Perkins and Wickes for providing the protections afforded to
clients of Citi nor for providing advice in connection with the Demerger,
Admission, or any other matters referred to in this announcement. Neither
Citi nor any of its affiliates, directors or employees owes or accepts any
duty, liability or responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, in tort, in delict, under statute or
otherwise) to any person who is not a client of Citi in connection with
the Demerger, Admission, this announcement, any statement contained
herein, or otherwise.
Deutsche Bank AG is a joint stock corporation incorporated with limited
liability in the Federal Republic of Germany, with its head office in
Frankfurt am Main where it is registered in the Commercial Register of the
District Court under number HRB 30 000. Deutsche Bank AG is authorised
under German banking law. The London branch of Deutsche Bank AG is
registered in the register of companies for England and Wales
(registration number BR000005) with its registered address and principal
place of business at Winchester House, 1 Great Winchester Street, London
EC2N 2DB. Deutsche Bank AG is authorised and regulated by the European
Central Bank and the German Federal Financial Supervisory Authority
(BaFin). With respect to activities undertaken in the UK, Deutsche Bank AG
is authorised by the PRA with deemed variation of permission. It is
subject to regulation by the FCA and limited regulation by the PRA.
Details about the Temporary Permissions Regime, which allows EEA-based
firms to operate in the UK for a limited period while seeking full
authorisation, are available on the FCA's website. In connection with the
Demerger and Admission, Deutsche Bank AG is acting through its London
branch ("Deutsche Bank"). Deutsche Bank is acting as financial adviser and
sponsor exclusively for Travis Perkins and Wickes, and no one else in
connection with the Demerger and Admission, and Deutsche Bank will not
regard any other person (whether or not a recipient of this announcement)
as a client in relation to the Demerger or Admission and will not be
responsible to anyone other than Travis Perkins and Wickes for providing
the protections afforded to clients of Deutsche Bank or for providing
advice in relation to the Demerger or Admission or any other transaction,
matter or arrangement referred to in this announcement. Neither Deutsche
Bank nor any of its affiliates, directors or employees owes or accepts any
duty, liability or responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, in tort, in delict, under statute or
otherwise) to any person who is not a client of Deutsche Bank in
connection with the Demerger, Admission, this announcement, any statement
contained herein, or otherwise.
This announcement has been issued by and is the sole responsibility of
Travis Perkins. No representation or warranty, express or implied, is or
will be made, as to or in relation to, and no responsibility or liability
is or will be accepted by either of Citi or Deutsche Bank or by any of
their respective affiliates, directors, officers, employees or advisers
for the contents of this announcement, including its accuracy,
completeness and verification or for any other statement made or purported
to be made by either of them, or on behalf of either of them in connection
with Travis Perkins, Wickes, the Group, the Wickes Group, the Demerger or
Admission.
Certain statements made in this announcement are forward-looking
statements. These forward-looking statements are based on current beliefs
and expectations and are subject to a number of known and unknown risks
and uncertainties that may cause actual results, performance or
achievements of the Group or the Wickes Group or industry results to
differ materially from any future events, results, performance or
achievements expressed or implied by such forward-looking statements.
These forward-looking statements include all matters that are not
historical facts. Forward-looking statements speak only as of the date of
this announcement. Persons receiving this announcement should not place
undue reliance on any forward-looking statements. Unless otherwise
required by applicable law or regulation, each of Travis Perkins, Wickes
and their advisers (including Citi and Deutsche Bank) disclaims any
obligation or undertaking to update or revise any forward-looking
statements, whether as a result of new information, future developments or
otherwise.
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ISIN: GB0007739609
Category Code: PSP
TIDM: TPK
LEI Code: 2138001I27OUBAF22K83
OAM Categories: 3.1. Additional regulated information required to be
disclosed under the laws of a Member State
Sequence No.: 99417
EQS News ID: 1185338
End of Announcement EQS News Service
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References
Visible links
1. mailto:matt.worster@travisperkins.co.uk
2. mailto:heinrich.richter2@travisperkins.co.uk
3. mailto:travisperkins@powerscourt-group.com
4. mailto:wickes@headlandconsultancy.com
5. mailto:wickes@headlandconsultancy.com
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