SLIDE 1
Strengthening the Group Strengthening the Group May 2009 May 2009
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Disclaimer
This document has been prepared by Travis Perkins plc (the “Company”) solely for use at a presentation (the “Presentation”) regarding a contemplated offer of ordinary shares (the “Shares”) of the Company (the “Rights Issue”). For purposes of this notice, ”Presentation” shall mean and include the document that follows, the oral briefing by the Company that accompanies it, and the question-and-answer session that follows that briefing. This Presentation is an advertisement and not a prospectus or offering memorandum and investors should not subscribe for or purchase any shares referred to in this document except on the basis of information in the prospectus, in the event a prospectus is published in connection with the Rights Issue (the “Prospectus”). Copies of the Prospectus will, following publication, be available from the Company’s registered office. The Prospectus will include a description of risk factors relevant to the Company. This document does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares in the Company, nor shall any part of it nor the fact of its distribution form part of or be relied on in connection with any contract or investment decision relating thereto, nor does it constitute a recommendation regarding the securities of the Company. Nothing contained herein shall form the basis of any contract or commitment whatsoever. The Presentation is not an offer of securities for sale in the United States. The Company has not registered and does not intend to register the Shares under the U.S. Securities Act of 1933 (the "Securities Act"), or to conduct a public
- ffering of the Shares or of any securities in the United States. The Shares may not be offered or sold within the United States except pursuant to an exemption from or in a transaction not subject to the requirements of the Securities
Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Subject to limited exceptions, neither this document nor any copy of it may be taken, transmitted or distributed, directly or indirectly, into the United States of America, its territories or possessions. Any failure to comply with this restriction may constitute a violation of U.S. securities laws. The Presentation does not constitute or form part of any offer or invitation or inducement to sell or issue, or any solicitation of any offer to purchase or subscribe for, any nil paid rights, fully paid rights, provisional allotment letters or Shares or any other securities of the Company nor shall it or any part of it, nor the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision in relation thereto nor does it constitute a recommendation regarding the securities of the Company by the Company or its advisers and agents. Nothing in the Presentation shall form the basis of any contract or commitment whatsoever. You are required to make your own independent investigation and appraisal of the business and financial condition of the Company and the nature of the Shares and you are recommended to seek your own independent financial advice. The Presentation does not constitute any offer or solicitation to purchase or subscribe for securities in Australia, Canada, Japan, New Zealand or South Africa and no public offer of rights or shares will be made in such jurisdictions. The Company’s rights and/or shares have not been and will not be registered under applicable securities laws of any such jurisdictions and, subject to certain exceptions, may not be offered or sold within Australia, Canada, Japan, New Zealand, South Africa or any other jurisdiction in which the distribution or release would be unlawful or to or for the benefit of any national, resident, citizen or company, partnership of such jurisdictions or other entity created or
- rganised in such jurisdictions. The distribution of the Presentation in such jurisdictions may be restricted by law and persons into whose possession the Presentation comes should inform themselves about, and observe, any such
- restrictions. Any failure to comply with these restrictions may constitute a violation of the applicable securities laws in such jurisdictions.
No reliance may be placed for any purposes whatsoever on the information contained in this document or on its completeness, accuracy or fairness. No representation, undertaking or warranty, express or implied, is given by or on behalf of the Company, HSBC Bank plc (“HSBC”), Citi Global Markets Limited and Citigroup Global Markets U.K. Equity Limited (collectively “Citi”), BNP Paribas (“BNP”), The Royal Bank of Scotland (“RBS”), Barclays Bank plc (“Barclays”) and Tricorn Partners LLP (“Tricorn Partners”), or any of such persons’ directors, officers or employees or any other person as to the accuracy or completeness of the information or opinions contained in this document and no liability is accepted for any loss, howsoever arising, directly or indirectly, from any use of such information or opinions or otherwise arising in connection therewith. HSBC, Citi, BNP, RBS, Barclays and Tricorn Partners (and their respective affiliates) are acting exclusively for the Company in connection with the Rights Issue and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Rights Issue or any transaction or arrangement referred to in this Presentation. Other than set out in this disclaimer, the information in the Presentation has been provided by the Company or obtained from publicly available sources. None of the information in the Presentation has been verified by the Company, HSBC, Citi, BNP, RBS, Barclays or Tricorn Partners. None of the Company, its advisers, or any other party is under any duty to update or inform you of any changes to such information, provide you with access to any additional information or to correct any inaccuracies in any such information which may become apparent. Certain information in this document is based on management estimates. Such estimates have been made in good faith and represent the genuine belief of applicable members of management. Those management members believe that such estimates are founded on reasonable grounds. However, by their nature, estimates may not be correct or complete. Accordingly, no representation or warranty (express or implied) is given that such estimates are correct or
- complete. No representation or warranty (express or implied) is given that such estimates are so founded. The Company, HSBC, Citi, BNP, RBS, Barclays and Tricorn Partners do not undertake any obligation to correct or complete
any estimate whether as a result of being aware of information (new or otherwise), future events or otherwise. This presentation contains or incorporates by reference statements that are, or may be deemed to be, “forward-looking statements” which may include reference to one or more of the following: the Company’s and its subsidiaries’ financial condition, results of operations, cash flows, dividends, financing plans, business strategies, operating efficiencies or synergies, budgets, capital and other expenditures, competitive positions, growth opportunities for existing products, plans and objectives of management and other matters. Statements in this Presentation that are not historical facts are hereby identified as “forward-looking statements” which can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “seek”, “projects”, “anticipates”, “continue”, “expects”, “intends”, “may”, “will”, or “should” or, in each case, their negative or other variations or comparable terminology. Such forward-looking statements are not guarantees of future performance and necessarily based on assumptions reflecting the views of the Company and involve a number of known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements. No statement in this Presentation is intended to be a profit forecast or to imply that the earnings of the Company for the current year or future years will necessarily match or exceed the historical or published earnings of the Company. These forward-looking statements speak only as at the date of this
- Presentation. Except as required by the FSA, the London Stock Exchange, the Rules contained in Part VI of the FSMA or applicable law, the Company does not have any obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, further events or otherwise, and the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this document might not occur. Recipients in Canada are advised that the Presentation may contain future orientated financial information as such term is defined under Canadian securities laws and you should not place undue reliance on such information. The Company, HSBC, Citi, BNP, RBS, Barclays and Tricorn Partners undertake no obligation and do not intend to revise or update any forward-looking statements in this Presentation to reflect events or circumstances after the date of the Presentation. Past performance cannot be relied on as a guide to future performance.