14 May 2008

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 energies on running the business to deliver returns to the benefit of all shareholders.'
 
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 Shareholder of its subscription in full and the allotment of New Ordinary Shares to such Qualifying Shareholder becoming unconditional. In such event Shareholders are advised to seek independent legal advice.'
 
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

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