TIDMSTY
RNS Number : 0492C
Styles & Wood Group PLC
16 January 2018
RECOMMED CASH OFFER
for
Styles & Wood Group plc
by
Central Square Holdings Limited
to be implemented pursuant to a scheme of arrangement under Part
26 of the Companies Act 2006
Posting of Scheme Document
On 21 December 2017, the board of directors of Central Square
Holdings Limited ("Central Square") and the independent directors
of Styles & Wood Group plc ("Styles & Wood") announced that
they had reached agreement on the terms of a recommended
acquisition, pursuant to which Central Square will acquire the
entire issued and to be issued ordinary share capital of Styles
& Wood (the "Acquisition") which will be effected by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 ("Scheme").
The board of directors of Central Square and the independent
directors of Styles & Wood are pleased to announce that the
scheme document in relation to the Acquisition (the "Scheme
Document") is today being posted to Scheme Shareholders,
containing, amongst other things, the full terms and conditions of
the Acquisition, an explanatory statement pursuant to section 897
of the Companies Act 2006, an expected timetable of principal
events, notices of the Court Meeting and General Meeting and
details of the actions to be taken by Scheme Shareholders, together
with the Forms of Proxy for the Scheme Meetings. Styles & Wood
is also posting the Scheme Document to participants in the Styles
& Wood Share Schemes, together with details of the proposals
being made to such participants.
Notices of the Court Meeting and General Meeting
As further detailed in the Scheme Document, to become Effective,
the Scheme requires the approval of the Independent Shareholders by
the passing of a resolution at the Court Meeting. The resolution
must be approved by a majority in number of the Independent
Shareholders present and voting (and entitled to vote), either in
person or by proxy, representing not less than 75 per cent. of the
Scheme Shares held by such Independent Shareholders.
The Scheme is also conditional upon the passing of any
resolutions at the General Meeting (other than the Re-Registration
Resolution) required to give effect to the Scheme including the
approval by the Independent Shareholders of the Management
Arrangements by an ordinary resolution taken on a poll. The General
Meeting will be held immediately after the Court Meeting. In
respect of the resolutions at the General Meeting, Styles &
Wood Ordinary Shareholders who are permitted to vote on such
resolutions will be entitled to cast one vote for each Styles &
Wood Ordinary Share held. The Re-Registration Resolution is not
required in order for the Scheme to become Effective.
Notices convening the Court Meeting and the General Meeting,
each of which will be held at the office of Styles & Wood Group
plc, Cavendish House, Cross Street, Sale, United Kingdom M33 7BU on
12 February 2018 are set out in the Scheme Document. The Court
Meeting will start at 11.00 a.m. on 12 February 2018 and the
General Meeting will start at 11.15 a.m. on that date (or as soon
thereafter as the Court Meeting has been concluded or adjourned).
Forms of Proxy for use at such Meetings are enclosed with the
Scheme Document.
It is important that, for the Court Meeting in particular, as
many votes as possible are cast so that the court may be satisfied
that there is a fair and reasonable representation of the opinion
of Scheme Shareholders. Scheme Shareholders are therefore strongly
encouraged to complete, sign and return their Forms of Proxy (or
appoint a proxy online or through the crest electronic proxy
appointment service) as soon as possible in accordance with the
instructions for so doing.
Cancellation of admission of Styles & Wood shares to trading
on AIM and re-registration
If the Scheme becomes Effective in accordance with its terms and
all Conditions to the Offer are satisfied or (if capable of waiver)
waived, it is currently expected that trading on AIM of Styles
& Wood Ordinary Shares will be suspended at 7.30 a.m. on 8
March 2018 and subsequently cancelled from admission to trading on
AIM at 7.00 a.m. on 9 March 2018. It is also intended that on, or
shortly after, the Effective Date, Styles & Wood will be
re-registered as a private limited company under the relevant
provisions of the Companies Act 2006.
Timetable
The current expected timetable of principal events for the
implementation of the Scheme is set out below and in the Scheme
Document. If any of the key dates set out in the expected timetable
changes, an announcement will be made through a Regulatory
Information Service.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out expected
dates for the implementation of the Scheme. All
times shown in this document are London times
unless otherwise stated.
Event Time and/or date
Publication of Scheme Document 16 January 2018
Voting Record Time for the Court 6.00 p.m. on 8
Meeting and the General Meeting February 2018
Latest time for lodging Forms
of Proxy for the:
Court Meeting (blue form) 11.00 a.m. on 8
February 2018
General Meeting (white form) 11.15 a.m. on 8
February 2018
Court Meeting 11.00 a.m. on 12
February 2018
General Meeting 11.15 a.m. on 12
February 2018
The following dates are indicative only and are
subject to change:
Court Hearing A date expected
to be in the first
quarter of 2018
Last day of dealings in, and 6 March 2018
for registration of transfers
of Styles & Wood Ordinary Shares
Dealings in Styles & Wood Ordinary 7.30 a.m. on 8 March
Shares suspended 2018
Scheme Record Time 6.00 p.m. on 8 March
2018
Expected Effective Date of 8 March 2018
the Scheme
Cancellation of admission to 7.00 a.m. on 9 March
trading of Styles & Wood Ordinary 2018
Shares on AIM
Latest date for despatch of 14 days after the
cheques or settlement through Effective Date
CREST in respect of the Cash
Consideration
Long Stop Date, being the latest 21 May 2018
date by which the Scheme must
be implemented
All times shown in this document are London times unless
otherwise stated.
Capitalised terms in this announcement (the "Announcement"),
unless otherwise defined, have the same meanings as set out in the
Scheme Document. Copies of this announcement and the Scheme
Document will be available free of charge (subject to certain
restrictions relating to persons in certain overseas jurisdictions)
on Styles & Wood's website at
http://www.Stylesandwood-group.co.uk up to and including the
Effective Date. The contents of this website are not incorporated
into, and do not form part of, this announcement.
Enquiries
Numis (Financial Adviser to Central Tel 020 7260
Square) 1000
Stuart Skinner
Kevin Cruickshank
Styles & Wood Group plc Tel 0161
Tony Lenehan, Chief Executive Officer 926 6000
Philip Lanigan, Group Finance Officer
Shore Capital (Financial Adviser, Tel 020 7408
Nominated Adviser and Broker to 4090
Styles & Wood)
Edward Mansfield / Mark Percy
FTI Consulting (PR Adviser to Styles Tel 020 3727
& Wood) 1000
James Styles / Georgina Goodhew
Disclaimer
Shore Capital and Corporate Limited, which is authorised and
regulated by the Financial Conduct Authority, is acting exclusively
as financial adviser to Styles & Wood for the purposes of Rule
3 of the Code and no one else in connection with the Offer and
Shore Capital and Corporate Limited will not be responsible to
anyone other than Styles & Wood for providing the protections
afforded to its clients or for providing advice in connection with
the contents of this Announcement or any matter referred to
herein.
Numis Securities Limited, which is authorised and regulated by
the Financial Conduct Authority, is acting exclusively as financial
adviser to Central Square and no one else in connection with the
Offer. Numis Securities Limited will not be responsible to anyone
other than Central Square for providing the protections afforded to
its clients or for providing advice in connection with the contents
of this Announcement or any matter referred to herein.
Further information
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Offer or otherwise. The Offer is
being made solely by means of the Scheme Document which contains
the full terms and Conditions of the Offer, including details of
how to vote at the Court Meeting and the General Meeting. Any
response to the Offer should be made only on the basis of
information contained in the Scheme Document. Scheme Shareholders
are advised to read the formal documentation in relation to the
Offer carefully once received.
This Announcement has been prepared for the purposes of
complying with English law, the AIM Rules for Companies as
published by the London Stock Exchange and the Takeover 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 and regulations of any jurisdiction
outside the United Kingdom.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and publication of this Announcement shall not
give rise to any implication that there has been no change in the
facts set out in this Announcement since such date.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom and the ability of
Scheme Shareholders who are not resident in the United Kingdom to
participate in the Offer may be affected by the laws of such
relevant jurisdictions. Therefore, any persons who are subject to
the laws of any jurisdiction other than the United Kingdom or
Scheme Shareholders who are not resident in the United Kingdom will
need to inform themselves about, and observe, any applicable legal
or regulatory requirements. Any failure to comply with the
applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. Further details in
relation to Overseas Shareholders are contained in the Scheme
Document.
Unless otherwise determined by Central Square or required by the
Takeover Code, the Offer is not being, and will not be, made
available, directly or indirectly, in or into or by the use of the
mails of, or by any other means or instrumentality of interstate or
foreign commerce of, or any facility of a national state or other
securities exchange of, any Restricted Jurisdiction. Accordingly,
copies of this Announcement and all documents relating to the Offer
are not being, and must not be, directly or indirectly, mailed,
transmitted or otherwise forwarded, distributed or sent in, into or
from any Restricted Jurisdiction and persons receiving this
Announcement (including, without limitation, agents, nominees,
custodians and trustees) must not distribute, send or mail it in,
into or from such jurisdiction. Any person (including, without
limitation, any agent, nominee, custodian or trustee) who has a
contractual or legal obligation, or may otherwise intend, to
forward this Announcement and/or the Scheme Document and/or any
other related document to a jurisdiction outside the United Kingdom
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction.
The availability of the Offer to Scheme Shareholders who are not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are resident. Persons who are
not resident in the United Kingdom should inform themselves of, and
observe, any applicable requirements.
The Offer is subject to the applicable requirements of the
Takeover Code, the Panel and the London Stock Exchange.
Publication on websites and availability of hard copies
In accordance with Rule 30.4 of the Code, a copy of this
document will be available free of charge on the Styles & Wood
website at www.stylesandwoodgroup.co.uk by no later than 12 noon
(London time) on the Business Day following the publication of this
document (subject to any applicable restrictions with respect to
persons resident in Restricted Jurisdictions). Save as expressly
referred to in this Announcement, the contents of the websites
referred to in this document nor the contents of any other website
accessible from hyperlinks on such websites are not incorporated
into and do not form part of this document.
You may request:
-- a hard copy of this document and/or any document or
information incorporated into this document by reference, free of
charge, by contacting the Company Secretary of Styles & Wood
during business hours on +44 (0)161 926 6000 or by submitting a
request by email to philip.lanigan@stylesandwood.co.uk or by
submitting a request in writing to the Company Secretary of Styles
& Wood at Cavendish House, Cross Street, Sale, United Kingdom
M33 7BU; and
-- a hard copy of this document and/or any document or
information incorporated into this document by reference, free of
charge, by contacting Shore Capital on +44 (0)20 7408 4090 or Numis
on +44 (0)20 7260 1000.
For persons who receive a copy of this document in electronic
form or via a website notification, a hard copy of this document
will not be sent unless so requested. You may also request that all
future documents, announcements and information to be sent to you
in relation to the Offer should be in hard copy form.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. 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
3.30pm (London time) on the 10th business day following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30pm (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 1 per cent. 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, 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 3.30pm (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 http://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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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