AGM Statement/Open Offer Update

    RNS Number : 9525U
  Dobbies Garden Centres PLC
  21 May 2008
   

    Dobbies Garden Centres plc

    AGM Statement & Open Offer Update

    AGM Statement

    At the Annual General Meeting of Dobbies Garden Centres plc ("Dobbies" or the "Company") (AIM: DGC) to be held today at 10.00am, the
Chairman, Lucy Neville-Rolfe CMG, will make the following announcement:

    "On 9 April 2008 the Company reported a 3.1% like for like sales growth for the four months to the end of February 2008, and we
highlighted within that announcement that our sales could be affected by the particularly warm March and April experienced in 2007. Given
the reversal in weather conditions which has occurred in 2008, I can report that total sales for the 6 months to the end of April are up
4.5% and that, within like for like stores, sales have decreased by 6.8%. Since the half year, sales in the three weeks to 18 May 2008 have
increased by 15.8% in like for like stores and 30.2% in total.

    We are making solid progress in delivering our pipeline of new stores. We have opened and acquired four new stores over the previous
thirteen months, including a 48,000 sq.ft. garden centre at Dunfermline which opened in April 2007, a 98,000 sq.ft. store at Chesterfield
which opened in September 2007 and a 53,000 sq.ft. garden centre at Southport which opened in March this year. Finally we were very pleased
to announce the acquisition of Sandyholm Garden Centre here in Scotland last month.

    When combined with other potential sites already announced, this represents another step towards fulfilling our strategy of building our
UK business around destination garden centres.

    In addition we have developed our "eco offer" bringing together a range of environmental products for the home and garden at our
Edinburgh store from which sales have been encouraging. We plan to roll out to some of the Garden Worlds this summer."


    Statement re Tesco Holdings Limited Cash Offer and Open Offer Update

    The Board notes today's announcement by Tesco Holdings Limited ("Tesco") of a cash offer (the "Takeover Offer") to acquire the whole of
the issued share capital of the Company, not already held by Tesco, at a price of 1,200p per share.  Tesco has received from West Coast
Capital (Lios) Limited an irrevocable undertaking to accept the Takeover Offer in respect of approximately 29.2% of the existing ordinary
share capital. If the Takeover Offer is declared unconditional in all respects, Tesco has stated its intention to procure that the Company
will make an application to cancel admission of its shares to AIM.

    The Board of the Company is of the view that the announcement of the Takeover Offer is a matter that shareholders should be given the
opportunity to take into account in considering how to exercise their votes in respect of resolution 8 to be proposed at the Annual General
Meeting to be held today to approve the open offer to shareholders announced on 9 April 2008 (the "Open Offer Resolution") and also in
considering whether to apply to take up their entitlements under the Open Offer. In view of this, therefore, the Directors propose to
conduct the full business of Annual General Meeting other than Resolution 8 and to seek adjournment of the Annual General Meeting for the
purposes of Resolution 8 and to allow a period of time for those shareholders who have already applied to take up their entitlements under
the Open Offer, to consider whether to withdraw such applications.  Subject to approval of such adjournment at the Annual General Meeting,
it is proposed that the relevant dates will be as follows.

    
 5.00pm Wednesday 25 June 2008      Latest date for withdrawal of applications
                                                          under the Open Offer
 10.00am Thursday 26 June 2008    Adjourned Annual General Meeting to consider
                                      the Open Offer Resolution, to be held at
                                  Melville Garden Centre, Lasswade, Midlothian
                                                                     EH18 1AZ.

    As at the closing date of 11.00am on 20 May 2008 total acceptances were received from Qualifying Shareholders under the Open Offer in
respect of 8,198,643 new ordinary shares, including acceptances in respect of 8,154,772 new ordinary shares received on behalf of Tesco. The
Board will write to shareholders as soon as practicable, enclosing a supplementary prospectus and giving full details of the procedure for
the exercise by Qualifying Shareholders of their withdrawal rights under the Open Offer.

    The Company has received sufficient proxies to allow all the resolutions to be considered at today's Annual General Meeting to be
passed.

    A further announcement, including the Board's advice in relation to the Takeover Offer, will be made in due course.

    Enquiries:  

 James Barnes, Chief Executive
 Sharon Brown, Finance Director
 Dobbies Garden Centres plc
                                          Tel: [phone]

 Sandy Fraser
 Brewin Dolphin Limited (Nomad)           Tel: [phone]

 Ben Woodford / Emma Kent / Antonia Coad
 Bell Pottinger Corporate & Financial     Tel: [phone]
  

                    
    Rule 2.10 information 
    In accordance with Rule 2.10 of The City Code on Takeovers and Mergers (the "City Code"), Dobbies confirms that, as at the close of
business on 20 May 2008, its issued share capital consisted of 10,371,840 ordinary shares of 10 pence each. 
    The ISIN reference number for these securities is GB0002729738.
    Dealing disclosure requirements
    Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of
any class of "relevant securities" of Dobbies, all "dealings" in any "relevant securities" of Dobbies (including by means of an option in
respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time)
on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the
Takeover Offer becomes, or is declared, unconditional, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If
two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in
"relevant securities" of Dobbies, they will be deemed to be a single person for the purpose of Rule 8.3.
    Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of Dobbies by Tesco or Dobbies, or by any of
their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of
the relevant transaction.
    A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of
such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk. 
    "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in
the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative referenced to, securities.
    Terms in quotation markets are defined in the City Code, which can also be found on the Takeover Panel's website. If you are in any
doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Takeover Panel.




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