TIDMSWP
RNS Number : 9924M
Friars 716 Limited
20 October 2016
Not for release, publication or distribution, in whole or in
part, directly or indirectly, in, into or from any jurisdiction
where to do so would constitute a violation of the relevant laws or
regulations of such jurisdiction.
FOR IMMEDIATE RELEASE
20 October 2016
RECOMMED CASH OFFER
by
FRIARS 716 LIMITED ("FRIARS")
for
SWP GROUP PLC ("SWP")
POSTING OF NOTICE TO SWP SHAREHOLDERS convening A general
meeting and notice of COMPULSORY ACQUISITION OF swp SHARES
Introduction
On 21 September 2016, the Board of Friars and the Board of SWP,
represented by the Independent SWP Director, announced that they
had reached agreement on the terms of a recommended cash offer to
be made by Friars to acquire the entire issued share capital of SWP
(other than those SWP Shares already agreed to be acquired by
Friars) ("Offer"). The full terms and conditions of the Offer and
the procedures for acceptance are set out in the offer document
published by Friars on 21 September 2016 ("Offer Document").
Defined terms in this announcement shall have the meaning given to
them in the Offer Document.
On 13 October 2016, Friars announced that the Offer had been
declared unconditional in all respects and on 17 October 2016 SWP
announced that its admission to trading on AIM will be cancelled as
from 7.00 am on 14 November 2016.
Notice of general meeting
SWP has today posted a notice to SWP Shareholders convening a
general meeting to be held at the offices of Addleshaw Goddard LLP,
Milton Gate, 60 Chiswell Street, London, EC1Y 4AG at 11.00 am on 15
November 2016 to approve, amongst other things, a resolution to
re-register SWP as a private limited company. The Board of Friars
intends to procure that Friars votes in favour of all of the
resolutions proposed at the general meeting in respect of all of
the SWP Shares held by Friars.
Level of acceptances and compulsory acquisition of SWP
Shares
As at 1.00 pm on 19 October 2016, Friars had received valid
acceptances of the Offer in respect of 131,030,254 SWP Shares,
representing approximately 64.5 percent of the existing issued
share capital of SWP and 92.4 percent of the SWP Shares subject to
the Offer. Friars has received acceptances or has agreed to
acquire, in aggregate, 192,508,378 SWP Shares, representing 94.7
percent of the existing issued share capital of SWP.
Accordingly, Friars has received acceptances of the Offer in
respect of more than 90 percent of the SWP Shares to which the
Offer relates and more than 90 percent of the voting rights
attaching to such shares. Friars therefore intends to exercise its
rights pursuant to sections 974 to 991 of the Companies Act to
acquire compulsorily, on the same terms as the Offer, the remaining
SWP Shares in respect of which the Offer has not been accepted.
Compulsory acquisition notices will be sent to the relevant SWP
Shareholders in due course.
The percentages of SWP Shares referred to in this announcement
are based on 203,275,006 SWP Shares in issue and 141,796,882 SWP
Shares subject to the Offer.
Settlement of consideration
The consideration to which any SWP Shareholder accepting the
Offer is entitled to receive under the Offer will be settled: (i)
in the case of valid acceptances received on or before 13 October
2016, on or before 27 October 2016Íž and (ii) in the case of valid
acceptances received after 13 October 2016 but while the Offer
remains open for acceptance, within 14 days of such receipt, in
each case in the manner described in the Offer Document.
Closing of the Offer and actions to be taken
SWP Shareholders may still accept the Offer, which remains open
for acceptance until further notice (and will not, in any event,
close before 1.00 pm on 27 October 2016).
To accept the Offer in respect of SWP Shares held in
certificated form (i.e. SWP Shares NOT held in CREST), the Form of
Acceptance must be completed in accordance with the instructions
printed thereon and returned as soon as possible to Neville
Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West
Midlands, B63 3DA United Kingdom.
To accept the Offer in respect of SWP Shares held in
uncertificated form (i.e. SWP Shares held in CREST), acceptance
should be made electronically through CREST so that the relevant
TTE Instruction settles as soon as possible. If you are a CREST
sponsored member, you should refer to your CREST sponsor as only
your CREST sponsor will be able to send the necessary TTE
Instruction to Euroclear in relation to your SWP Shares.
Further details of the procedures for the acceptance of the
Offer are set out in paragraph 14 of the letter from Friars in Part
II of the Offer Document and in Parts C and D of Appendix I of the
Offer Document.
A shareholder helpline is available for SWP Shareholders. If you
require assistance, please contact Neville Registrars on 0121 585
1131 from within the UK or, if calling from outside the UK, on +44
121 585 1131, between 9.00 am and 5.00 pm Monday to Friday (except
UK public holidays). Calls to the helpline from outside the UK will
be charged at applicable international rates. Different charges may
apply to calls from mobile telephones and calls may be recorded and
randomly monitored for security and training purposes.
Please note that, for legal reasons, the helpline cannot provide
advice on the merits of the proposals or give any financial, legal
or tax advice.
Enquiries:
Alan Walker - Chairman of Friars Tel: 01353 723270
Cattaneo LLP - Financial adviser Tel: 0121 616
to Friars 0395
Charles Cattaneo
David Newton
WH Ireland Limited - Nominated Adviser Tel: 0113 394
and Broker to SWP 6600
Tim Feather
Cattaneo LLP is acting exclusively for Friars and no one else
and will not be responsible to anyone other than Friars for
providing the protections afforded to clients of Cattaneo LLP or
for providing advice in relation to any offer or any other matter
referred to in this announcement.
Further information
This announcement is for information purposes only. It is not
intended to and does not constitute, or form part of, an offer or
invitation or the solicitation of any offer to sell or purchase any
securities or the solicitation of any offer to otherwise acquire,
subscribe for, sell or otherwise dispose of any security pursuant
to the Offer or otherwise. The Offer is being made solely by means
of the Offer Document and, in respect of SWP Shares held in
certificated form, the Form of Acceptance, which contain the full
terms and conditions of the Offer, including details of how the
Offer may be accepted. Any decision in respect of, or other
response to, the Offer should be made only on the basis of the
information contained in those documents.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas jurisdictions
SWP Shareholders who are not resident in and citizens of the
United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in the United Kingdom should
inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions.
The release, publication or distribution of this announcement in
or into jurisdictions other than the United Kingdom may be
restricted by law and therefore persons who are subject to the laws
of any jurisdiction other than the United Kingdom should inform
themselves about, and observe, any applicable requirements. Any
failure to comply with the applicable restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Offer disclaim any responsibility or
liability for the violation of such restrictions by any person.
This announcement has been prepared for the purposes of complying
with English law and the Code and the information disclosed may not
be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of
jurisdictions outside the United Kingdom.
Unless otherwise determined by Friars or required by the Code
and permitted by applicable law and regulation, the Offer will not
be made available, directly or indirectly, into or from a
Restricted Jurisdiction or any jurisdiction where to do so would
violate the laws in that jurisdiction and no person may accept the
Offer if to do so would constitute a violation of the laws in that
jurisdiction. Accordingly, unless otherwise determined by Friars or
required by the Code and permitted by applicable law and
regulation, copies of this announcement and formal documentation
relating to the Offer will not be and must not be, mailed or
otherwise forwarded, distributed or sent in, into or from a
Restricted Jurisdiction or any jurisdiction where to do so would
violate the laws of that jurisdiction.
Publication of this announcement
A copy of this announcement (together with any document
incorporated by reference) will be available free of charge,
subject to any applicable restrictions relating to persons resident
in Restricted Jurisdictions, on Friars website at
www.friars716.co.uk and on SWP's website at www.swpgroupplc.com by
no later than 12 noon on 21 October 2016. For the avoidance of
doubt, the contents of these websites are not incorporated into and
do not form part of this announcement unless otherwise stated
herein. You may request a hard copy of this announcement, and all
future documents, announcements and information in relation to the
Offer, by writing to Neville Registrars, Neville House, 18 Laurel
Lane, Halesowen, West Midlands, B63 3DA, or by calling, between
9.00 a.m. and 5.00 p.m. on Monday to Friday (except UK bank
holidays) on 0121 585 1131 (from the UK) or +44 121 585 1131 (if
calling from outside the UK). Unless such a request is made, and
save as otherwise required by Rule 2.11 of the Code, a hard copy
of
this announcement (and any information incorporated by reference
in it) will not be sent to any person.
Information relating to SWP Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by SWP Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from SWP may be provided to Friars during the Offer
Period as required under Section 4 of Appendix 4 of the Code to
comply with Rule 2.11(c) of the Code.
Rounding
Certain figures included in this announcement have been subject
to rounding adjustments.
Time
All times shown in this announcement are London times, unless
otherwise stated.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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