TIDMSWP
RNS Number : 4072M
Friars 716 Limited
13 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
13 October 2016
RECOMMED CASH OFFER
by
FRIARS 716 LIMITED ("FRIARS")
for
SWP GROUP PLC ("SWP")
Offer declared unconditional in all respects
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.
SWP is pleased to announce that all of the Conditions to the
Offer have now either been satisfied or waived and the Offer is
hereby declared unconditional in all respects. SWP has either
received valid acceptances of the Offer in respect of or has agreed
to acquire, in aggregate, 180,545,998 SWP Shares, representing
approximately 88.8 percent of the existing issued share capital of
SWP
The Offer is initially open for acceptance until 1.00 pm on 13
October 2016, being the First Closing Date.
Level of acceptances
As at 4.00 pm on 12 October 2016, Friars had received valid
acceptances of the Offer in respect of 119,067,874 SWP Shares,
representing approximately 58.6 percent of the existing issued
share capital of SWP and 84.0 percent of the SWP Shares subject to
the Offer. Friars has agreed to acquire, in aggregate, 61,478,124
SWP Shares, representing 30.2 percent of SWP's issued share
capital, pursuant to the Share Exchange Agreement referred to in
the Offer Document.
Accordingly, as at 4.00pm on 12 October 2016, Friars had either
agreed to acquire or received valid acceptances of the Offer in
respect of, in aggregate, 180,545,998 SWP Shares, representing
approximately 88.8 percent of the existing issued share capital of
SWP, all of which may be counted towards satisfaction of the
Acceptance Condition.
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.
Irrevocable undertakings
As at 4.00 pm on 12 October 2016, Friars had received valid
acceptances of the Offer in respect of 54,468,182 SWP Shares
(representing approximately 26.8 percent of the existing issued
share capital of SWP) from the following SWP Shareholders who gave
irrevocable undertakings to accept the Offer:
Name Number of SWP % of SWP Shares
Shares in issue
Alan Smith 21,075,846 (1) 10.4
Alan Walker 363,000 (2) 0.2
Colin Stott 252,187 (3) 0.1
Seabreeze Enterprises
Ltd 14,042,149 6.9
C. Fleet 6,480,000 3.2
A. Hunter 6,275,000 3.1
J. Hunter 5,000,000 2.4
T. Read 980,000 0.5
Notes:
1. Alan Smith is the registered holder of 19,629,082 SWP Shares.
Patricia Elizabeth Smith, his spouse, is the registered holder of
1,446,764 SWP Shares.
2. Rock (Nominees) Limited is the registered holder of 363,000
SWP Shares as nominee for Tower Pension Trustees Limited, the SIPP
of Anne Marie Walker, spouse of Alan Walker.
3. Alliance Trust Savings Nominees Limited is the registered
holder of 252,187 SWP Shares as nominee for Alliance Trust Savings
Limited, Colin Stott's SIPP.
As at 4.00 pm on 12 October 2016, Friars had not yet received
valid acceptances of the Offer in respect of 220,000 SWP Shares
(representing approximately 0.1 percent of the existing issued
share capital of SWP) from the following SWP Shareholder who gave
an irrevocable undertaking to accept the Offer:
Name Number of SWP % of SWP Shares
Shares in issue
T. Read 220,000 0.1
Friars understands that the granter of this irrevocable
undertaking still intends to accept or procure acceptance of the
Offer in respect of the shares listed above but such acceptance had
not been validly received by 4.00 pm on 12 October 2016.
Settlement of consideration
The consideration to which any SWP Shareholder accepting the
Offer is entitled under the Offer will be settled; (i) in the case
of valid acceptances received on or before the date of this
announcement, on or before 27 October 2016, and (ii) in the case of
valid acceptances received after the date of this announcement 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.
First Closing Date of the Offer and actions to be taken
The Offer is initially open for acceptance until 1.00 pm on 13
October 2016, being the First Closing Date.
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.
Interests in SWP Shares
As at 4.00 pm on 12 October 2016 (and following completion of
the transactions contemplated in the Share Exchange Agreement),
Friars either had agreed to acquire or had received valid
acceptances of the Offer in respect of, in aggregate, 180,545,998
SWP Shares, representing approximately 88.8 percent of the existing
issued share capital of SWP. As set out above, as at 4.00 pm on 12
October 2016, Friars had not received a valid acceptance of the
Offer in respect of 220,000 SWP Shares (representing approximately
0.1 percent of the existing issued share capital of SWP) from one
SWP Shareholder who gave an irrevocable undertaking to accept the
Offer. Friars understands that the granter of this irrevocable
undertakings still intends to accept or procure acceptance of the
Offer in respect of these SWP Shares.
Members of the Management Team held 9,250,000 outstanding
options over SWP Shares. They have agreed that their options will
be cancelled upon the Offer becoming or being declared
unconditional in all respects and, accordingly, their options are
hereby cancelled.
Save as disclosed in this announcement, as at 4.00 pm on 12
October 2016, neither Friars, nor any person acting in concert with
it, was interested in, or had any rights to subscribe for, any
relevant securities of SWP, or had any short position (whether
conditional or absolute and whether in the money or otherwise),
including any short position under a derivative or any arrangement
in relation to any relevant securities of SWP. For these purposes,
"arrangement" includes any agreement to sell or any delivery
obligation or right to require another person to purchase or take
delivery of any relevant securities of SWP and any borrowing or
lending of any relevant securities of SWP which have not been
on-lent or sold and any outstanding irrevocable commitment or
letter of intent with respect to any relevant securities of
SWP.
AIM cancellation and re-registration of SWP
Friars has requested that the SWP Directors take the necessary
steps to apply to the London Stock Exchange for the cancellation of
the admission to trading on AIM of the SWP Shares and to
re-register SWP as a private limited company. Further details will
be announced in due course.
The net result of these actions would be for SWP to become a
private company with no ability for SWP Shareholders, who have not
accepted the Offer, to trade their SWP Shares in the future on a
public trading platform.
Compulsory acquisition
If Friars receives acceptances of the Offer in respect of,
and/or otherwise acquires, 90 percent or more of the SWP Shares to
which the Offer relates and 90 percent or more of the voting rights
attaching to such shares, Friars 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 at such time been
accepted.
Enquiries:
Alan Walker - Chairman of Friars Tel: 01353 723270
Cattaneo LLP - Financial adviser Tel: 0121 616
to Friars 0395
Charles Cattaneo
David Newton
Whitman Howard - Rule 3 Adviser Tel: 0207 659
to SWP 1234
Ranald McGregor-Smith
Nick Lovering
WH Ireland Limited - Nominated Tel: 0113 394
Adviser and Broker to SWP 6600
Tim Feather
Ed Allsopp
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.
Whitman Howard Limited 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 Whitman Howard
Limited 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 is not
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 are not being 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.
Cautionary note regarding forward--looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Offer and other information published by Friars and SWP contain
statements that are or may be forward--looking statements.
Forward--looking statements are prospective in nature and are not
based on historical facts, but rather on current expectations and
projections of the respective management of Friars and SWP about
future events, and are therefore subject to risks and uncertainties
which could cause actual results to differ materially from the
future results expressed or implied by the forward--looking
statements. Actual results may differ materially from those
expressed in the forward--looking statements depending on a number
of factors, including the satisfaction of the Conditions, future
market conditions, the behaviour of other market participants, an
adverse change in the economic climate, and the extent to which
SWP's business is successfully integrated within Friars, among
others. Many of these risks and uncertainties relate to factors
that are beyond the relevant company's ability to control or
estimate precisely, such as future market conditions and the
behaviours of other market participants and, therefore, undue
reliance should not be placed on such statements.
The forward--looking statements contained in this announcement
include statements relating to the expected effects of the Offer on
Friars and SWP, the expected timing and scope of the Offer and
other statements other than historical facts. All statements other
than statements of historical facts included in this announcement
may be forward--looking statements. Without limitation, any
statements preceded or followed by or that include the words
"targets", "plans", "believes", "expects", "aims", "intends",
"will", "should", "could", "would", "may", "anticipates",
"estimates", "synergy", "cost--saving", "projects", "goal",
"strategy", "budget", "forecast" or "might" or, words or terms of
similar substance or the negative thereof, are forward--looking
statements. Forward--looking statements include statements relating
to the following: (i) future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects;
(ii) business and management strategies and the expansion and
growth of Friars' or SWP's operations and potential synergies
resulting from the Offer; and (iii) the effects of government
regulation on Friars' or SWP's business.
All subsequent oral or written forward--looking statements
attributable to Friars or SWP or any persons acting on their behalf
are expressly qualified in their entirety by the cautionary
statement above. The forward--looking statements contained in this
announcement are made as of the date hereof and each of SWP and
Friars assumes no obligation and does not intend publicly to update
or revise these forward--looking statements, whether as a result of
future events, new information or otherwise, except as required
pursuant to applicable law.
Nothing contained herein shall be deemed to be a forecast,
projection or estimate of the future financial performance of SWP,
the SWP Group, Friars or the Friars Group, unless otherwise
stated.
Dealing disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
one percent or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An
Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m. (London time) on the 10th Business Day following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th Business Day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in one percent or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 p.m.
(London time) on the Business Day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
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 14 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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