21 May 2008

OFFER FOR DOBBIES GARDEN CENTRES PLC

Not for release, publication or distribution in or into the United States of America, Canada, Australia or Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction
21 May 2008

Tesco Holdings Limited

Cash offer for Dobbies Garden Centres plc

Summary
• The board of directors of Tesco Holdings Limited ("Tesco Holdings") announces a cash offer for Dobbies Garden Centres plc ("Dobbies").
• The Offer will be 1200 pence in cash for each Dobbies Share (other than the Dobbies Shares which Tesco Holdings and its Associates already hold) and values Dobbies' existing issued share capital at approximately £124.5 million.
• Tesco Holdings has an interest in 6,795,645 Dobbies Shares, representing approximately 65.5 per cent of the existing issued ordinary share capital.
• Tesco Holdings has received from West Coast Capital (Lios) Limited ("WCC") an irrevocable undertaking to accept the Offer in respect of 3,024,255 Dobbies Shares, representing approximately 29.2 per cent of the existing issued ordinary share capital.
• The Offer is conditional only on a valid acceptance of the Offer being received from WCC (and not, where permitted, withdrawn) in respect of all of the 3,024,255 Dobbies Shares held by WCC.
• On WCC accepting the Offer, Tesco Holdings' total beneficial interest in Dobbies will represent approximately 94.7 per cent. of the issued share capital of Dobbies.
• If the Offer becomes or is declared unconditional in all respects, Tesco Holdings intends to procure that Dobbies will make an application for the cancellation of Admission to AIM and for the cancellation of trading of the Dobbies Shares on AIM.
• The board of directors of Tesco Holdings will be seeking a recommendation for the Offer from the board of Dobbies.
• Tesco Holdings believes that the Offer is good for Dobbies' customers, staff and the wider community. It continues to be Tesco Holdings' intention to retain Dobbies' head office in Midlothian and its unique brand, heritage and culture under the Tesco Group umbrella.
This summary should be read in conjunction with the full text of the following announcement and its appendices.

Enquiries
Tesco Holdings 
Steve Webb, Investor Relations Tel: +44 1992 644 800
Jonathan Church, Media Tel: +44 1992 644 645
 
Greenhill (financial adviser to Tesco Holdings) Tel: +44 20 7198 7400
Simon Borrows 
David Wyles 
 
JPMorgan Cazenove (broker to Tesco Holdings) Tel: +44 20 7588 2828
Luke Bordewich 
 
Maitland (PR adviser to Tesco Holdings) Tel: +44 20 7379 5151
Angus Maitland 

 

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