REG-Travis Perkins Demerger Update: Publication of Supplementary Circular and Supplementary Prospectus

Travis PerkinsAnnouncement

15/04/2021 13:35

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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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