Publication of Supplementary Prospectus

    RNS Number : 2235W
  Dobbies Garden Centres PLC
  09 June 2008
   




    Dobbies Garden Centres plc

    Publication of Supplementary Prospectus

    The following Supplementary Prospectus has been approved by the UK Listing Authority:

             SUPPLEMENTARY PROSPECTUS 2008: 04 DATED 6 June 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   
 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 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 fourth supplement (the "Fourth Supplement") to the supplement (the      
 "Third Supplement") dated 23 May 2008, the supplement (the "Second           
 Supplement") dated 16 May 2008, the supplement (the "First Supplement")      
 dated 14 May 2008 and 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 Fourth Supplement.                                                      
                                                                              
 This Fourth Supplement is supplemental to, and should be read in             
 conjunction with, the Third Supplement, the Second Supplement, the First     
 Supplement and the Prospectus. In particular your attention is drawn to the  
 Risk Factors set out in Part 2 of the Prospectus and the additional Risk     
 Factor set out within this Fourth Supplement.                                
                                                                              
 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 Fourth Supplement, and declare that, having    
 taken all reasonable care to ensure that such is the case, the information   
 contained in this Fourth 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 Fourth Supplement is to amend a statement made in        
 paragraph 21.3 of Part 9 of the Prospectus (as subsequently amended by the   
 Third Supplement) following the announcement made on 3 June 2008 that the    
 Independent Directors of the Company are recommending that Shareholders      
 accept the cash offer made by Tesco Holdings Limited ("Tesco Holdings") to   
 purchase the shares in Dobbies not already held by Tesco Holdings for 1,200  
 pence per share (the "Cash Offer").                                          
                                                                              
                                                                              
 In addition, the purpose of this Fourth Supplement is to add a further Risk  
 Factor to those Risk Factors set out in Part 2 of the Prospectus following   
 the announcement made on 5 June 2008 that Tesco Holdings has received a      
 valid acceptance of the Cash Offer from West Coast Capital (Lios) Limited    
 ("West Coast Capital") in respect of 3,024,255 Dobbies Shares, representing  
 approximately 85 per cent. of the Dobbies Shares to which the Cash Offer     
 relates, and that the Cash Offer has been declared unconditional in all      
 respects.                                                                    
                                                                              
 Details of amendment                                                         
                                                                              
 Takeover bids                                                                
                                                                              
 Paragraph 21.3 of Part 9 of the Prospectus contains information on any       
 takeover bids Dobbies has been party to.                                     
                                                                              
 On 21 May 2008, Tesco Holdings announced the terms of a cash offer to be     
 made by Tesco Holdings for the shares in Dobbies not already held by or on   
 behalf of Tesco Holdings at a price of 1,200 pence per Ordinary Share.       
                                                                              
                                                                              
 On 3 June 2008, the Company announced that the Independent Directors, who    
 have been so advised by Brewin Dolphin, consider the terms of the Cash       
 Offer to be fair and reasonable and, taking into account the circumstances   
 of the Cash Offer, the Independent Directors unanimously recommend Dobbies   
 Shareholders to accept the Cash Offer. In providing its advice, Brewin       
 Dolphin has taken into account the commercial assessments of the             
 Independent Directors.                                                       
 The Cash Offer by Tesco Holdings represents an enterprise value which is a   
 multiple of approximately 17.7 times Dobbies' adjusted EBITDA for the 12     
 months ended 31 October 2007.The Cash Offer also represents a price to       
 earnings ratio of approximately 30 times Dobbies' adjusted diluted earnings  
 per share. Both of these ratios are at a significa                           
 Risk Factors                                                                 
 Part 2 of the Prospectus contains specific factors and risks associated      
 with the Open Offer. Following the Tesco Holdings announcement on 5 June     
 2008 a further risk factor has been added to those set out within the        
 Prospectus.                                                                  
                                                                              
 Cash Offer                                                                   
 If Tesco Holdings receives valid acceptances of the Cash Offer in respect    
 of 90 per cent. or more of the Dobbies Shares to which the Cash Offer        
 relates and Tesco Holdings commences the compulsorily acquisition of the     
 Dobbies Shares for which it has not received valid acceptances under the     
 Cash Offer prior to 10.00 a.m. on 26 June 2008 (being the time fixed for     
 the adjourned AGM) then, under these circumstances, the Directors            
 anticipate that the Open Offer will not proceed and that cheques will be     
 returned to all applicants.                                                  
                                                                              
 Withdrawal rights                                                            
                                                                              
 Since the Tesco Holdings announcement was released on 21 May 2008, Dobbies   
 adjourned the AGM (held on 21 May 2008 at 10.00 am) where Resolution 8       
 would have been put to a vote of Shareholders, until 26 June 2008 at 10.00   
 am, so that Shareholders have the opportunity to take into account the Cash  
 Offer in considering how to exercise their votes on Resolution 8. The Board  
 has also decided to extend the period for Qualifying Shareholders to         
 exercise their withdrawal rights until 5.00 pm on Wednesday 25 June 2008,    
 and to extend the deadline for Admission (referred to in paragraph 2 of      
 Part 5 of the Prospectus) to 8.00 am on Friday 27 June 2008.                 
                                                                              
 Paragraph 3(iii) of Part 5 of the Prospectus contains disclosure on          
 withdrawal rights. The Third Supplement amended Shareholders' withdrawal     
 rights by offering additional time to Shareholders to withdraw. Qualifying   
 Shareholders now have until 5.00 pm on Wednesday 25 June 2008 to lodge a     
 written notice of withdrawal.                                                
                                                                              
 "(iii)    Withdrawal rights - as revised by the Third Supplement             
 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 [phone]), so as to be received no later than 5.00 pm on   
 Wednesday 25 June 2008. 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         
 A notice of withdrawal was enclosed with the Third Supplement. If any        
 Qualifying Shareholderwho has already applied under the Open Offer wishes    
 to exercise withdrawalrights then the notice of withdrawal should be         
 completed and returned to Equiniti Limited by facsimile (01903 702 514).     
 The Open Offer is closed to acceptances.                                     
 Summary                                                                      
                                                                              
 Included within the Prospectus is a Summary which should be read as an       
 introduction to the Prospectus. As a result of certain amendments described  
 above the Company is required to produce a supplement to the Summary of the  
 Prospectus. This is set out below:                                           
                                                                              
 Background to the Open Offer                                                 
                                                                              
 In the Summary the Company reviewed the significant corporate changes that   
 occurred in 2007 and stated that Tesco had acquired 65.5 per cent. of        
 Dobbies' equity.                                                             
                                                                              
 On 21 May 2008 the Company notified Shareholders that Tesco Holdings had,    
 earlier that day, announced a cash offer to acquire the whole of the issued  
 share capital of the Company, not already held by Tesco Holdings, at a       
 price of 1,200p per share.                                                   
                                                                              
 On 3 June 2008 the Company notified Shareholders that Tesco Holdings had     
 sent the offer documentation in relation to the Cash Offer to Dobbies        
 shareholders and contained within that documentation was a recommendation    
 by the Independent Directors that Dobbies Shareholders accept the Cash       
 Offer.                                                                       
                                                                              
 On 5 June 2008 the Company notified Shareholders that the Cash Offer to      
 Dobbies shareholders had been declared unconditional and that the Company    
 expects that cancellation of admission of Dobbies Ordinary Shares to         
 trading on the AIM Market of the London Stock Exchange will occur on 3 July  
 2008 at 7.00 a.m.                                                            
                                                                              
 Summary of risk factors                                                      
 In the Summary the Company listed the risks relating to the Company. As a    
 result of further disclosure made in this Fourth Supplement a further risk   
 factor is considered:                                                        
 * Cash Offer                                                                 
 To the extent that there is any inconsistency between (a) any statement in   
 this Fourth Supplement, (b) any statement in the Third Supplement, (c) any   
 statement in the Second Supplement, (d) any statement in the First           
 Supplement and (e) any other statement in the Prospectus, the statements in  
 (a) above will prevail.                                                      
                                                                              
 Save as disclosed in this Fourth 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            Tel: [phone]
 Sharon Brown, Finance Director
 Dobbies Garden Centres plc

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

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


    GENERAL INFORMATION
    Brewin Dolphin Limited, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting as
Nominated Adviser to Dobbies and no one else in relation to the transaction and will not be responsible to anyone other than Dobbies for
providing the protections afforded to clients of Brewin Dolphin Limited nor for providing advice in relation to the proposed transaction.

    This announcement does not constitute an offer to sell or the solicitation of an offer to acquire or subscribe for New Ordinary Shares
and/or to take up any entitlements. The offer to acquire New Ordinary Shares pursuant to the proposed Open Offer will be made solely on the
basis of the information contained in the Prospectus dated 9 April 2008 and the Supplementary Prospectuses dated 14 May 2008, 16 May 2008,
23 May 2008 and 6 June 2008.

    The information contained in this announcement is not for release, publication or distribution to persons in the United States, Canada,
Australia, New Zealand, Japan or the Republic of South Africa or in any jurisdiction where to do so would breach any applicable law. This
announcement is not an offer of securities for sale in, into or from the United States, Canada, Australia, New Zealand, Japan or the
Republic of South Africa. The New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933 (as amended)
or under any relevant securities laws of any state or other jurisdiction of the United States, and will not qualify for distribution under
any of the relevant securities laws of Canada, Australia, New Zealand, Japan or the Republic of South Africa. Accordingly, the New Ordinary
Shares may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United
States (absent registration or an applicable exemption from registration) or within Canada, Australia, New Zealand, Japan or the Republic of South Africa.

    The availability of the Open Offer to persons who are not resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are located. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any
applicable requirements.
This information is provided by RNS
The company news service from the London Stock Exchange
 
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