Other Notices
DOBBIES GARDEN CENTRES LIMITED
Company Number: SC010975
In a Petition presented to the Court of Session (the “Court”) on 16 October 2024 at the instance of Dobbies Garden Centres Limited, a private limited company incorporated under the Companies Acts (Company No. SC010975) and with its registered office at Melville Nurseries, Lasswade, Midlothian, Scotland, EH18 1AZ (the “Plan Company”), for sanction of a compromise or arrangement (the “Restructuring Plan”) under Part 26A of the Companies Act 2006 (the “2006 Act”) and between the Plan Company and seven classes of creditors (the “Plan Creditors”) (as defined in the Explanatory Statement in relation to the Restructuring Plan which is required by section 901D of the 2006 Act (the “Explanatory Statement”)), by virtue of an order made by the Court dated 18 October 2024 (“Court Order”), the Court has ordered that meetings (the “Court Meetings”) be convened of the Plan Creditors for the purposes of considering and, if thought fit, approving (with or without modification) the Restructuring Plan.
NOTICE IS HEREBY GIVEN that, as authorised by the Court Order, the Court Meetings have been fixed to be held by way of video conference on 13 November 2024 and will commence at 9.00 am (London time) and continue in sequential order (and at the times) listed below:
• 9.00 am Secured Creditors Court Meeting;
• 9.30 am Class B1 Landlord Creditors Court Meeting;
• 10.00 am Class B2 Landlord Creditors Court Meeting;
• 10.30 am Class B3 Landlord Creditors Court Meeting;
• 11.00 am Class C Landlord Creditors Court Meeting;
• 11.30 am General Property Creditors Court Meeting; and
• 12.00 noon Business Rates Creditors Court Meeting.
At the Court Meetings, the following resolution will be proposed:
“THAT this Restructuring Plan Meeting approves, with or subject to any modification, addition or condition approved or imposed by the Court, the restructuring plan under Part 26A of the Companies Act 2006 between Dobbies Garden Centres Limited and the Plan Creditors as set out in Explanatory Statement dated [date of issue of Explanatory Statement] and published by Dobbies Garden Centres Limited, a copy of which has been submitted to this Court Meeting”.
A copy of the Restructuring Plan and of the Explanatory Statement, together with a Proxy Form for us at the Court Meetings, are available on the Plan Website at https://www.ips-docs.com. Plan Creditors can obtain access to the Plan Website using the details provided in the letter accompanying the Practice Statement Letter sent to Plan Creditors by the Information Agent (FTI Consulting LLP (“FTI”)) on 30 September 2024. Please contact the Information Agent at DGCL@fticonsulting.com if you have not received your log in details, or are unable to access the Plan Website using your log in details. Further details of the Restructuring Plan and instructions and guidance for Plan Creditors are set out in the Explanatory Statement. Plan Creditors are encouraged to read the Explanatory Statement carefully.
Where otherwise undefined, terms used in this notice shall have the meaning given to them in the Explanatory Statement.
There will not be a physical meeting of any class of Plan Creditors. References in the Explanatory Statement to attending a Court Meeting ‘in person’ should be read as joining the relevant video conference on 13 November 2024.
By the Court Order, the Court has appointed Lindsay Hallam of FTI or, in the event Ms Hallam is unable to so act, Ali Khaki of FTI, to act as chairperson of the Court Meetings (the “Chairperson”) and has directed that person to report the result of the Court Meetings to the Court.
The Proxy Form to be valid, it must be completed, signed, dated and returned to the Information Agent in accordance with the instructions, which are in the Explanatory Statement and printed on the Proxy Form itself, prior to the Voting Record Time. The Chairperson of the Court Meetings is to have the power to accept a Proxy Form which does not comply with those requirements. Plan Creditors may vote in person or appoint a proxy (either the Chairperson or another person of their choice who is willing to attend the relevant Court Meeting, who need not be a Plan Creditor) to attend and vote in their place by completing and submitting a Proxy Form, in accordance with the instructions which are in the Explanatory Statement.
It is requested that Instructions to appoint either the Chairperson or someone else as proxy are submitted by the Plan Creditors to the Information Agent at DGCL@fticonsulting.com as soon as possible and in any event so as to be received by the Information Agent at DGCL@fticonsulting.com by no later than the Voting Instruction Deadline being 5.00 pm London time on 12 November 2024. The Voting Record Time is 5.00 pm London time on 12 November 2024.
For the purpose of voting, Proxy Forms must be submitted such that they are received by the Information Agent (at DGCL@fticonsulting.com) before the Voting Instruction Deadline, being 5.00 pm London time on 12 November 2024.
In order for a person to have the right to vote, as a Plan Creditor, at the Court Meeting of the class (or any adjournment of it), they must, at the Voting Record Time be in that class of Plan Creditors and must be admitted to vote, in respect of their rights against the Company and the obligations which the Company owes them (their ‘Plan Claim’) at the Voting Record Time, by the Chairperson.
A Plan Creditor which is a corporation has the right to attend, speak and vote at the Court Meeting by one or more corporate representatives, who have been appointed in writing, provided that no more than one corporate representative may be appointed in respect of the same Plan Claim.
The Chairperson may require a corporate representative to produce to the Information Agent, on his or her behalf, written authority to attend and vote at the Court Meeting at any time before the start of the Court Meeting.
The Restructuring Plan will be subject to the subsequent approval of the Court.
For further information, please visit https://www.ips-docs.com.
DATED 22 October 2024
Burness Paull LLP
50 Lothian Road, Edinburgh, EH3 9WJ
Email: projectstorm@burnesspaull.com