Travis Perkins : sites/travis perkins/files/merger docs/wickes prospectus

DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") immediately, if you are in the United Kingdom, or from another appropriately authorised independent professional adviser if you are taking advice in a territory outside the United Kingdom.

This document comprises a prospectus (the "Prospectus") relating to Wickes Group plc (the "Company" or "Wickes") prepared in accordance with the Prospectus Regulation Rules of the Financial Conduct Authority (the "FCA") made under section 73A of FSMA. This Prospectus has been filed with, and approved by, the FCA in accordance with section 87A of FSMA and has been made available to the public in accordance with the Prospectus Regulation Rules by the same being made available, free of charge, atwww.wickesplc.co.ukand at the Company's registered office at Vision House, 19 Colonial Way, Watford WD24 4JL, United Kingdom.

This Prospectus has been approved by the FCA, as competent authority under Regulation (EU) 2017/1129 (as it forms part of retained European Union ("EU") law as defined in the EU (Withdrawal) Act 2018) (the "Prospectus Regulation"). The FCA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation; such approval should not be considered as an endorsement of the quality of the securities that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the securities. This Prospectus has been prepared in connection with the proposed demerger of the Wickes Group from the Travis Perkins Group and on the assumptions that the Resolutions will be passed at the General Meeting and that the Demerger will become effective as proposed.

Applications will be made to the FCA for all of the ordinary shares of the Company (the "Wickes Shares") to be admitted to the premium segment of the Official List of the FCA (the "Official List") and to trading on the main market of the London Stock Exchange plc (the "London Stock Exchange") for listed securities (together, "Admission"). It is expected that Admission will become effective, and that dealings in the Wickes Shares will commence, at 8.00 a.m. (UK time) on 28 April 2021. No application is currently intended to be made for the Wickes Shares to be admitted to listing or dealing on any other exchange.

The directors of the Company, whose names appear on page 33 of this Prospectus (the "Directors"), and the Company accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Company and the Directors, the information contained in this Prospectus is in accordance with the facts and contains no omission likely to affect the import of such information.

Wickes Group plc

(incorporated under the Companies Act 2006 and registered in England and Wales with registered number 12189061)

Prospectus

Admission to the premium listing segment of the Official List and to trading on the London Stock Exchange of the Wickes Shares

Joint Financial Advisors and Joint Sponsors

Citigroup

Deutsche BankIssued and fully paid share capital immediately following AdmissionNumber 252,143,923

Nominal value £0.10

This document does not constitute an offer or invitation to sell or issue, or a solicitation of an offer or invitation to purchase or subscribe for, any securities offered by any person in the Company in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. This document is intended solely for holders of Travis Perkins Shares. No Wickes Shares have been marketed to, or are available for purchase by, the public in the United Kingdom or elsewhere in connection with the introduction of the Wickes Shares to the premium listing segment of the Official List or the Demerger. This document does not constitute an offer or invitation for any person to subscribe for or purchase any securities in the Company or any other company.

Investors should read the entire Prospectus and, in particular, examine all the risks that might be relevant in connection with an investment in the Wickes Shares. See Part I: "Risk Factors" for a discussion of certain risks and other factors that should be considered prior to any investment in the Wickes Shares.

Citigroup Global Markets Limited ("Citi") is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA. Citi is acting exclusively as financial adviser and sponsor for the Company and Travis Perkins plc and for no one else in connection with the Demerger and Admission or any other matters referred to in this document and will not be responsible to anyone other than the Company and Travis Perkins plc for providing the protections afforded to clients of Citi nor for providing advice in connection with the Demerger, Admission, or any other matters referred to in this document. Neither Citi nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Citi in connection with the Demerger, Admission, this document, any statement contained herein, or otherwise.

Apart from the responsibilities and liabilities, if any, which may be imposed on Citi by FSMA or the regulatory regime established thereunder or under the regulatory regime of any other applicable jurisdiction, where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Citi nor any of its affiliates, directors, officers, employees or advisers accepts any responsibility whatsoever for the contents of this document, including its accuracy, completeness and verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or its subsidiaries, Wickes Shares or the Demerger or Admission. Citi and its affiliates, directors, officers, employees and advisers accordingly disclaim, to the fullest extent permitted by applicable law, all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise be found to have in respect of this document or any such statement. No representation or warranty, express or implied, is made by Citi or any of its affiliates, directors, officers, employees or advisers as to the accuracy, completeness, verification or sufficiency of the information set out in this document, and nothing in this document will be relied upon as a promise or representation in this respect, whether or not to the past or future.

Deutsche Bank AG is a joint stock corporation incorporated with limited liability in the Federal Republic of Germany, with its head office in Frankfurt am Main where it is registered in the Commercial Register of the District Court under number HRB 30 000. Deutsche Bank AG is authorised under German Banking Law banking law. The London branch of Deutsche Bank AG is registered in the register of companies for England and Wales (registration number BR000005) with its registered address and principal place of business at Winchester House, 1 Great Winchester Street, London EC2N 2DB. Deutsche Bank AG is authorised and regulated by the European Central Bank and the German Federal Financial Supervisory Authority (BaFin). With respect to activities undertaken in the UK, Deutsche Bank AG is authorised by the PRA with deemed variation of permission. It is subject to regulation by the FCA and limited regulation by the PRA. Details about the Temporary Permissions Regime, which allows EEA-based firms to operate in the UK for a limited period while seeking full authorisation, are available on the FCA's website. In connection with the Demerger and Admission, Deutsche Bank is acting through its London branch ("Deutsche Bank" and together with Citi, the "Joint Sponsors"). Deutsche Bank is acting as financial adviser and sponsor exclusively for the Company and Travis Perkins plc, and no one else in connection with the Demerger and Admission, and Deutsche Bank will not regard any other person (whether or not a recipient of this document) as a client in relation to the Demerger or Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Demerger or Admission or any other transaction, matter or arrangement referred to in this document.

Apart from the responsibilities and liabilities, if any, which may be imposed on Deutsche Bank by FSMA or the regulatory regime established thereunder or under the regulatory regime of any other applicable jurisdiction, where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Deutsche Bank nor any of its affiliates, directors, officers, employees or advisers accepts any responsibility whatsoever for the contents of this document, including its accuracy, completeness and verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or its subsidiaries, Wickes Shares or the Demerger or Admission. Citi and Deutsche Bank and their affiliates, directors, officers, employees and advisers accordingly disclaim, to the fullest extent permitted by applicable law, all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise be found to have in respect of this document or any such statement. No representation or warranty, express or implied, is made by Deutsche Bank or any of its affiliates, directors, officers, employees or advisers as to the accuracy, completeness, verification or sufficiency of the information set out in this document, and nothing in this document will be relied upon as a promise or representation in this respect, whether or not to the past or future.

Investors acknowledge they have not relied on the Joint Sponsors or any person affiliated with the Joint Sponsors in connection with any investigation of the accuracy of any information contained in this Prospectus or that investment decision. Each investor must rely on such investor's own examination, analysis and enquiry of the Company and Wickes Shares. Investors should be aware that an investment in the Company involves a degree of risk and that, if certain risks described in the Prospectus occur, investors may find their investment materially and adversely affected. The contents of this document should not be construed as legal, business, financial or tax advice. None of the Company, Citi, Deutsche Bank or any of their respective representatives is making any representation to any prospective investor regarding the legality of an investment in the Wickes Shares by such prospective investor under the laws applicable to such prospective investor. Each prospective investor should consult such investor's own legal, business, financial or tax advisers for advice.

This Prospectus does not constitute an offer to sell or an invitation to subscribe for, or the solicitation of an offer to buy or to subscribe for, any securities to any person in any jurisdiction.

NOTICE TO US SHAREHOLDERS

The Wickes Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state of the United States, and may not be offered or sold in the United States absent registration under the US Securities Act an exemption from, or in transactions not subject to, the registration requirements of the US Securities Act, and in compliance with any applicable State or local securities laws. The Wickes Shares are expected to be issued in reliance on the position taken by the Division of Corporation Finance of the US Securities and Exchange Commission ("SEC"), set forth in Staff Legal Bulletin No. 4, that shares distributed in a spin-off do not require registration under the US Securities Act if, as is the case with respect to the Demerger, certain conditions are satisfied. None of the SEC, any other US federal or state securities commission or any US regulatory authority has approved or disapproved of the Wickes Shares nor have such authorities reviewed, passed upon or endorsed the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offence.

NOTICE TO OVERSEAS SHAREHOLDERS

Overseas Shareholders may be affected by the laws of other jurisdictions in relation to the Demerger. Overseas Shareholders should inform themselves about and observe all applicable legal requirements.

It is the responsibility of any person into whose possession this document comes to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection with the allotment and issue of Wickes Shares following the Demerger, including the obtaining of any governmental, exchange control or other consents which may be required and/or compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes or levies due in such jurisdiction.

This document has been prepared for the purposes of complying with English law and the rules of the FCA, and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of jurisdictions outside the UK. No action has been taken or will be taken by the Company to permit a public offering of the Wickes Shares or to permit the possession, issue or distribution of this Prospectus in any jurisdiction where action for that purpose may be required. Accordingly, neither this Prospectus nor any advertisement nor any other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Prospectus comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Overseas Shareholders should consult their own legal and tax advisers with respect to the legal and tax consequences of the Demerger in their particular circumstances.

This document is dated 24 March 2021.

TABLE OF CONTENTS

SUMMARY INFORMATION ............................................................................................................ 5

EXPECTED TIMETABLE OF PRINCIPAL EVENTS ....................................................................... 12

PART I RISK FACTORS ................................................................................................................. 13

PART II PRESENTATION OF FINANCIAL AND OTHER INFORMATION ..................................... 29

PART III DIRECTORS, SECRETARY, REGISTERED AND HEAD OFFICE AND ADVISERS ...... 33

PART IV BUSINESS DESCRIPTION AND MARKET OVERVIEW ................................................. 34

PART V DIRECTORS, SENIOR MANAGEMENT AND CORPORATE GOVERNANCE ................ 63

PART VI SELECTED FINANCIAL INFORMATION ......................................................................... 69

PART VII OPERATING AND FINANCIAL REVIEW ........................................................................ 73

PART VIII CAPITALISATION AND INDEBTEDNESS ..................................................................... 91

PART IX HISTORICAL FINANCIAL INFORMATION ...................................................................... 93

PART X UNAUDITED PRO FORMA STATEMENT OF NET ASSETS ........................................... 129

PART XI TAXATION ........................................................................................................................ 133

PART XII ADDITIONAL INFORMATION ......................................................................................... 138

PART XIII DEFINITIONS ................................................................................................................. 180

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