Source - RNS
RNS Number : 3849K
Friars 716 Limited
21 September 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

21 September 2016

RECOMMENDED CASH OFFER

by

FRIARS 716 LIMITED ("FRIARS")

for

SWP GROUP PLC ("SWP")

 

Summary

·        The Board of Friars and the Board of SWP, represented by the Independent SWP Director, are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Friars for all SWP Shares, other than the SWP Shares Friars has agreed to acquire from the directors of Friars and their connected parties ("Offer").  

 

·        Friars is a new company that has been set up by Alan Walker, Colin Stott, David Pett and Martin Bell, who are all directors of SWP, ("Management Team") for the purposes of making the Offer. 

 

·        Under the terms of the Offer, which is subject to the terms and further conditions set out in Appendix I of this Announcement, SWP Shareholders will be entitled to receive:

 

For each SWP Share held:            9 pence in cash ("Offer Price")

 

·        The Offer values the existing issued share capital of SWP at approximately £18.3 million.

 

·        The Offer Price represents a premium of approximately:

-   50.0 percent to the Closing Price per SWP Share of 6.00 pence on 20 September 2016 (being the last Business Day prior to the date of this Announcement); and

-   52.8 percent to the average Closing Price per SWP Share of 5.89 pence, being the average Closing Price per SWP Share on each of the Business Days in the six months prior to 20 September 2016 (being the last Business Day prior to the date of this Announcement).

 

·        For the year ended 30 June 2015 SWP made a profit after tax, but before discontinued activities of £1.7 million (2014: £1.2 million) and a loss of £0.4 million after discontinued activities.  SWP had net assets of £14.3 million (2014: £14.9 million) as at 30 June 2015.

 

·        Friars has entered into a Share Exchange Agreement under which it has agreed to acquire 61,478,124 SWP Shares representing approximately 30.2 percent of the Issued SWP Shares  from the Management Team and certain of their connected parties upon the Offer becoming, or being declared, unconditional in all respects.   

 

·        The Independent SWP Director (being Alan Smith), who has been so advised by Whitman Howard, considers the terms of the Offer to be fair and reasonable.  In providing advice to him in relation to the financial terms of the Offer, Whitman Howard has taken into account the commercial assessments of the SWP Directors.  Whitman Howard is providing independent financial advice for the purposes of Rule 3 of the Code. The Independent SWP Director intends to recommend that SWP Shareholders accept the Offer, as the Independent SWP Director has irrevocably undertaken to do or procure to be done in respect of his own beneficial holdings and the holdings of his immediate family, close relatives and related trusts/entities, such holdings amounting to, in aggregate, 21,075,846 SWP Shares, representing approximately 10.4 percent of the Issued SWP Shares.

 

·        Including the irrevocable undertaking received from the Independent SWP Director referred to above, Friars has received irrevocable undertakings to accept the Offer in respect of a total of 54,688,182 SWP Shares representing approximately 26.9 percent of the Issued SWP Shares. Therefore in aggregate SWP has agreed to acquire or has irrevocable undertakings to accept the Offer in respect of 116,166,306 SWP Shares representing 57.2 percent of the Issued SWP Shares.

 

·        The Offer will be conditional upon, amongst other things, Friars receiving valid acceptances (which have not been withdrawn) in respect of SWP Shares which, together with the SWP Shares acquired, or agreed to be acquired, by Friars before or during the Offer Period (whether pursuant to the Offer or otherwise) will result in Friars holding SWP Shares carrying, in aggregate, 75 percent or more (or such lower percentage as Friars may, subject to the Code, decide) of the voting rights then normally exercisable at general meetings of SWP.

 

·        Friars intends, upon the Offer becoming wholly unconditional and subject to Friars then owning 75 percent of the SWP Shares, to take the necessary actions to cancel the admission to trading on AIM of the SWP Shares and re-register SWP as a private limited company.  The net result of these actions would be for SWP to become a private company with no ability for those SWP Shareholders who have not accepted the Offer to trade their SWP Shares in the future on a public trading platform.

 

Commenting on the Offer, Alan Walker, Chairman of Friars said:

"SWP is too small to benefit from maintaining a public quotation and AIM has not provided SWP's shareholders with sufficient liquidity, with some feeling trapped.  As a private company, SWP will be better able to weather the feast and famine nature associated with transacting a small number of large projects. I therefore believe that the Offer is in the best interests of shareholders as a whole and I look forward with great optimism to working with all stakeholders to continue the successful development of the business."

Commenting on the Offer, Alan Smith, Independent SWP Director said:

"I am pleased to recommend this offer to shareholders of SWP.  The principal operating companies of SWP, being Fullflow and Ulva, are profitable and, in my opinion, well regarded by their peers and customers.  However, it is my opinion that the market capitalisation of SWP does not reflect either its financial progress or the continued efforts of my colleagues and that SWP's public quotation is no longer beneficial to its stakeholders, particularly given the very low levels of liquidity in the Company's shares.  The offer from Friars gives shareholders a chance to realise value from their investment at a significant premium to the recent share price, while safeguarding the existing employment rights of SWP employees."

This summary should be read in conjunction with the full text of the following Announcement including the Appendices. The Offer will be subject to the conditions and principal further terms set out in Appendix I to this Announcement and to the full terms and conditions that will be set out in the Offer Document and, in respect of SWP Shares held in certificated form, the Form of Acceptance.

It is intended that the Offer Document and the Form of Acceptance containing further details of the Offer will be despatched to SWP Shareholders (other than to persons in a Restricted Jurisdiction) as soon as practicable and, in any event, not later than 28 days after the date of this Announcement (unless agreed otherwise with the Panel).

Appendix II sets out details of the interests of the Management Team in SWP Shares.  Appendix III sets out details of irrevocable undertakings which have been received by Friars.  Appendix IV sets out the sources and bases of certain financial and other information contained in this Announcement. Appendix V contains the definitions of certain terms used in this Announcement.

In accordance with Rule 2.9 of the Code, SWP confirms that it has 203,275,006 ordinary shares of 0.5 pence each in issue.  SWP Shares are currently traded on AIM and SWP's International Securities Identification Number is GB00B010NX28.

The information communicated in this Announcement is inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.

 

Enquiries:

 

Alan Walker - Chairman of Friars

 

Tel: 01353 723270

Cattaneo LLP - Financial adviser to Friars

Charles Cattaneo

David Newton

 

Tel: 0121 616 0395

Alan Smith - Independent SWP Director

 

Tel: 01353 723270

Whitman Howard - Rule 3 Adviser to SWP

Ranald McGregor-Smith

Nick Lovering

 

Tel: 0207 659 1234

 

WH Ireland Limited - Nominated Adviser and Broker to SWP

Tim Feather

Tel: 0113 394 6600

 

Cattaneo is acting exclusively as financial adviser to Friars and no one else in connection with the Offer.  Cattaneo will not be responsible to anyone other than Friars for providing the protections afforded to its clients or for providing advice in relation to the Offer or any other matter referred to in this Announcement or otherwise.

Whitman Howard is acting exclusively for SWP and no one else in connection with the Offer and will not be responsible to anyone other than SWP for providing the protections afforded to clients of Whitman Howard nor for providing advice in relation to the Offer or any other matter referred to in this Announcement or otherwise.

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 will be made solely by means of the Offer Document and, in respect of SWP Shares held in certificated form, the Form of Acceptance, which will 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.

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 22 September 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.

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

21 September 2016

RECOMMENDED CASH OFFER

by

FRIARS 716 LIMITED ("FRIARS")

for

SWP GROUP PLC ("SWP")

 

1.         Introduction

The Board of Friars and the Board of SWP, represented by the Independent SWP Director, are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Friars for the entire issued share capital of SWP (other than for those SWP Shares already agreed to be acquired by Friars) to be implemented by means of a takeover offer within the meaning of Part 28 of the Companies Act. Friars is a newly incorporated company formed by the Management Team for the purpose of making the Offer. Further information in relation to Friars and the Management Team is set out in paragraph 3 of this Announcement.

2.         Summary of the terms of the Offer

Friars is offering to acquire, subject to certain Conditions and further terms set out in Appendix I of this Announcement and to the full terms and conditions to be set out in the Offer Document and, in respect of SWP Shares held in certificated form, the Form of Acceptance, all of the SWP Shares (other than those SWP Shares already agreed to be acquired by Friars) on the following basis:

 

for each SWP Share:       9 pence in cash

The Offer Price values the total issued share capital of SWP at approximately £18.3 million, and represents a premium of approximately:

·        50.0 percent to the Closing Price per SWP Share of 6.00 pence on 20 September 2016 (being the last Business Day prior to the date of this Announcement); and

·        52.8 percent to the average Closing Price per SWP Share of 5.89 pence, being the average Closing Price per SWP Share on each of the Business Days in the six months prior to 20 September 2016 (being the last Business Day prior to the date of this Announcement).

The SWP Shares subject to the Offer will be acquired pursuant to the Offer fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any other rights and interests of any nature whatsoever and together with all rights now and hereafter attaching thereto, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of the Announcement.

The Offer is conditional upon, amongst other things, Friars receiving valid acceptances (which have not been withdrawn) in respect of SWP Shares which, together with the SWP Shares acquired, or agreed to be acquired, by Friars before or during the Offer Period (whether pursuant to the Offer or otherwise) will result in Friars holding SWP Shares carrying, in aggregate, 75 percent or more (or such lower percentage as Friars may, subject to the Code, decide) of the voting rights then normally exercisable at general meetings of SWP.

3.         Information on Friars and background to and reasons for the Offer

Friars is a private limited company registered in England and Wales, which was incorporated on 11 July 2016 and which has been formed for the purposes of making the Offer. As at the date of this Announcement, Friars is wholly owned by the Management Team, being Alan Walker, Colin Stott, David Pett and Martin Bell, who are also its four directors.

The Management Team believe that SWP is too small to benefit from its shares being traded on AIM. In their opinion, the share price does not fully reflect the value of SWP's business and, in addition, the SWP Shares are illiquid, which provides very few opportunities for SWP Shareholders to realise value from their shares. Furthermore, SWP's quotation on AIM incurs significant costs and regulatory burdens and the Management Team do not believe that the quotation on AIM adds sufficient commercial benefit to justify the costs involved. The Management Team therefore intends to seek to have SWP's quotation on AIM cancelled and for SWP to be re-registered as a private company as a result of the Offer becoming wholly unconditional. 

The Management Team also believe that SWP is unsuited to a public quotation due to the nature of its operations. SWP's activities, across both the Fullflow and Ulva businesses, are difficult to predict. Despite the solid underlying trading of these businesses, it is the Management Team's view that the Offer Price affords SWP Shareholders the opportunity to realise a value for their SWP Shares which is at a very significant premium to the recent share price and one which is unlikely to be achieved in any other scenario for the foreseeable future.

Management Team biographies are provided below.

Alan Walker is the Executive Chairman of SWP.  He qualified as a Chartered Accountant in 1974 with KPMG and worked with Price Waterhouse in Paris.  He holds a number of non-executive directorships and has over 25 years' commercial and industrial experience of international business, including cross-border mergers and acquisitions.

Colin Stott is the SWP Group Managing Director.  He completed his engineering apprenticeship with BICC and has twenty seven years' international general management experience with companies including GEC Alsthom, Bunzl/Filtrona and in private equity. He has operated from bases in the UK, USA and Canada.

David Pett is the Director of Finance for SWP.  He worked for a firm of Chartered Accountants affiliated to Coopers and Lybrand, before moving into industry where he has been engaged for over 20 years.  He has wide experience in industry and commerce including working for Swedish multinationals in both the UK and North America.

Martin Bell is a Non-Executive Director of SWP.  He is also a director of Castle View International Holdings Limited, the ultimate holding company for a number of businesses involved in food manufacturing, food supply, catering consultancy, the provision of contract catering services, and the management of sports and leisure centres.  Martin obtained a BSc degree from Aberdeen University, then an MSc in Agricultural Economics from London University.

4.         Background to and reasons for the recommendation

SWP's shares have been traded on AIM since June 2002 and the current management team has been in place since 2010.  There have, of course, been a number of changes to the activities of the SWP Group during that time, but the current format of the SWP Group, focusing on the Fullflow group ("Fullflow") and Ulva Insulation Systems ("Ulva"), has been in place since March 2015.

Fullflow and Ulva are both, in the opinion of the Independent SWP Director, well regarded by their peers and customers and both are profitable.  The Independent SWP Director believes that both require high levels of technical knowledge and specialist experience and both employ outstanding people.  However, both are small, specialist businesses which are project based and which will rise and fall in line with the economic activity in their respective sectors.

For the many years in which he has been proud to serve as a non-executive director of SWP, the Independent SWP Director has considered whether it is in the interests of the shareholders and other stakeholders of SWP for the Company's shares to be traded on AIM.  There is no doubt that having shares traded on AIM can bring significant benefits to certain companies, particularly those that require access to capital either to fund their operations or to support an acquisition strategy, or those for whom the additional prestige of a public quotation adds to their commercial prospects.  It can also motivate staff, through transparent pricing of share-based incentive schemes.  Equally, it is well documented that there are costs associated with the maintenance of a public quotation and, perhaps more importantly, that so doing requires considerable management time.

SWP, as a small company whose operations are not driven by acquisition, has not had cause to access the capital markets for a number of years.  SWP's market capitalisation was, prior to the date of this Announcement, approximately £12.2 million.  Since January 2015, and despite the tireless efforts of SWP's management and employees, SWP's share price has been largely in decline. 

It is the view of the Independent SWP Director that this share price performance does not reflect the quality of the work done by SWP or the financial progress that is being made.  However, it does entirely reflect the unsuitability of SWP for the public markets.  Put simply, SWP is too small for the public markets.  The absence of 'liquidity events' such as acquisitions or fundraisings, does not give opportunity for new shareholders, particularly institutional shareholders, to take a meaningful position in the shares.  SWP does not have the right profile to attract significant interest from the equity research community.  Crucially, there is a very limited volume of trading in the Company's shares, which affords SWP Shareholders very few opportunities to realise value from their shares.

Perhaps most importantly, SWP is, in the view of the Independent SWP Director, unsuited to a public quotation because of the nature of its operations.  SWP's activities, across both businesses, are difficult to predict and rely on new construction projects with large companies rather than regular and recurring business.  Despite the solid underlying trading of both Fullflow and Ulva, it is the Independent SWP Director's view that the Offer Price affords SWP Shareholders the opportunity to realise a value for their SWP Shares which is at a very significant premium to the recent share price and one which is unlikely to be achieved in any other scenario for the foreseeable future. 

In considering the merits of the Offer, the Independent SWP Director has taken into account:

·        the level of the Offer, which provides SWP Shareholders an exit opportunity with certainty of value at a premium to SWP's recent share price;

·        the lack of liquidity in SWP Shares and the fact that the Offer provides SWP Shareholders with an opportunity to realise their investment in the SWP Group wholly for cash;

·        the confirmations received from Friars regarding the safeguarding of the existing employment rights of SWP Group employees and its plans for the business of the SWP Group; and

·        the level of irrevocable support for the Offer from certain SWP Shareholders, as detailed in paragraph 9 below together with the existing interests of the Management Team and their connected parties in the Company's share capital.

 

5.            Information on SWP

SWP was incorporated on 7 January 1952 as Eardisland Investments public limited company. It changed its name to SWP Group plc in 1988.

Alan Smith and Alan Walker were appointed to the Board in December 1998 and SWP Shares were admitted to trading on AIM in June 2002.

David Pett and Martin Bell joined the Board in January 2006 and Colin Stott joined the Board in February 2010.

The Group now has two distinct business areas, being Fullflow and ULVA.  Fullflow is a leading supplier of rainwater management systems for industrial factories, motor car plants, leisure facilities and stadia.  ULVA is a leading provider of non-metallic cladding systems to reduce corrosion under insulation for the oil, gas and petrochemical industries.

Turnover for the SWP Group for the year ended 30 June 2015 was £13.3 million, down from £15.5 million in 2014. The profit after tax but before discontinued activities, for the year ended 30 June 2015, was £1.7 million (2014: £1.2 million) with a loss of £0.4 million after the inclusion of discontinued activities.  The SWP Group had net assets of £14.3 million at 30 June 2015 (2014: £14.9 million).

6.            Current trading and the disposal of the Company's interest in St Cuthberts Holdings Limited

The Company announced on 14 September 2016 that it had disposed of its 40 percent shareholding in its associate company, St Cuthberts Holdings Limited ("SCH"), to Fabbrica Italiana Lapis ed Affini, an Italian company.  Sale proceeds paid to the Company were approximately £2.0 million in cash (net of expenses), which resulted in a profit on disposal of £1.67 million. A loan historically provided by the Company to SCH's business of £400,000 was repaid, together with associated interest, prior to completion.  The stake in SCH had cost £50,000 in November 2010 and it was valued at £333,000 in the Company's balance sheet as at 31 December 2015.

At the same time, the Company provided to the market an update on current trading, which stated that the revenues for the Company for the year to 30 June 2016 are in line with expectations, with sales ahead of 2015 by approximately 5 percent.

7.            Management, employees, locations and intentions

Given the common membership of the Boards of Friars and SWP there are no current intentions to change the business or existing executive management of SWP.  Friars confirms that on the Offer becoming unconditional in all respects the existing employment rights (including pension rights) of all SWP Group management and employees will be fully safeguarded with no material changes to their conditions of employment.

It is the current intention of the Friars Board (subject to the Offer becoming unconditional in all respects and Friars having acquired, or agreed to acquire, SWP Shares which carry, in aggregate, more than 75 percent of the voting rights), to procure that SWP:

·        makes an application to the London Stock Exchange for the cancellation of the admission to trading on AIM of the SWP Shares; and

·        re-registers as a private limited company.

The net result of these actions would be for SWP to become a private company with no ability for those SWP Shareholders who have not accepted the Offer to trade their SWP Shares in the future on a public trading platform. 

Friars intends to manage SWP in the same manner in which it is currently managed and does not currently intend to carry out any material restructuring of SWP's business or relocation of its personnel, nor any changes to the locations of SWP Group's business or any redeployment of its fixed assets.

The SWP Group makes contributions to pension schemes in accordance with the requirements of auto enrolment under the Pensions Act 2008 and Friars will increase the contributions in line with the minimum legal requirements, but has no current intention to increase the contributions beyond the current minimum legal requirements.

It is intended that Alan Smith, the Independent SWP Director, will resign as a director of SWP on the Offer becoming, or being declared, unconditional in all respects, or shortly thereafter.

8.         Cancellation of admission to trading of SWP Shares on AIM, re-registration and compulsory acquisition

If the Offer becomes or is declared unconditional in all respects, and Friars receives valid acceptances in respect of SWP Shares which, together with the SWP Shares acquired, or agreed to be acquired, before or during the Offer Period by Friars, represent not less than 75 percent of the voting rights attaching to the SWP Shares, Friars intends to procure that SWP will make an application to the London Stock Exchange for the cancellation of the admission to trading on AIM of the SWP Shares. The Friars Board has no intention to apply for SWP Shares to be traded on any other market or dealing platform.

If such an application is made, it is expected that such cancellation of admission to trading on AIM will take effect no earlier than 20 Business Days after the date on which Friars has acquired, or agreed to acquire, 75 percent of the voting rights attaching to the SWP Shares, subject to the consent of the London Stock Exchange. Friars will procure that SWP makes an announcement through a Regulatory Information Service when the necessary 75 percent threshold has been reached confirming that the notice period has commenced and the anticipated date of cancellation.

It is also intended that if the Offer becomes, or is declared, unconditional in all respects and Friars receives valid acceptances in respect of SWP Shares which, together with the SWP Shares acquired, or agreed to be acquired, before or during the Offer Period by Friars, represent not less than 75 percent of the voting rights attaching to the SWP Shares, Friars will seek to re-register SWP as a private limited company.

If the Offer becomes, or is declared, unconditional in all respects and 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.

The Independent SWP Director has given Friars an irrevocable undertaking to accept, or (where applicable) to procure the acceptance of, the Offer in respect of all of his beneficial holdings of SWP Shares and the holdings of his immediate family, close relatives and related trusts/entities, amounting, in aggregate, to 21,075,846 SWP Shares, representing approximately 10.4 percent of the SWP Shares in issue. This undertaking will continue to be binding even in the event of a higher competing offer for SWP, unless the Offer lapses or is withdrawn.

Colin Stott, a SWP Director, has given Friars an irrevocable undertaking to procure the acceptance of the Offer in respect of the SWP Shares held in his SIPP. Alan Walker, a SWP Director, has given Friars an irrevocable undertaking to procure the acceptance of the Offer in respect of the SWP Shares held in his spouse's SIPP. These holdings amount to, in aggregate, 615,187 SWP Shares, representing approximately 0.3 percent of the SWP Shares in issue. These undertakings will continue to be binding even in the event of a higher competing offer for SWP, unless the Offer lapses or is withdrawn.

Friars has also received irrevocable undertakings to accept the Offer in respect of a further 32,997,149 SWP Shares in aggregate, representing a further 16.2 percent of the existing SWP Shares in issue. These undertakings will continue to be binding even in the event of a higher competing offer for SWP, unless the Offer lapses or is withdrawn.

In summary, Friars has received, in aggregate, irrevocable undertakings to accept the Offer in respect of 54,688,182 SWP Shares, representing 26.9 percent of the issued share capital of SWP.

Further details of all of the irrevocable undertakings given in relation to the Offer are set out in Appendix III to this Announcement.

On 20 September 2016, Alan Walker, Colin Stott, David Pett and Martin Bell entered into a Shareholders' Agreement which governs the terms on which the parties have agreed to invest in Friars and their rights and obligations as directors and shareholders in relation to the operation and management of Friars.

Under the Shareholders' Agreement, upon the Offer becoming, or being declared, unconditional in all respects, Colin Stott has agreed to subscribe for 22,697 preference shares in Friars and Alan Walker has agreed to subscribe for 32,670 preference shares in Friars.

On 20 September 2016, David Pett, Martin Bell, Damian Bell, Gordon Bell, Castle View International Holdings Limited, WB Nominees Limited, Alfa Industrial Holdings Limited, Rock (Nominees) Limited and Tower Pension Trustees Limited entered into a Share Exchange Agreement under which they agreed to transfer, in aggregate, 61,478,124 SWP Shares to Friars in exchange for the allotment by Friars to them of, in aggregate, 5,533,032 preference shares in Friars upon the Offer becoming, or being declared, unconditional in all respects.

Damian Bell and Gordon Bell are brothers of Martin Bell. Castle View International Holdings Limited is a company owned and controlled by Martin Bell. WB Nominees Limited holds SWP Shares as a nominee for Castle View International Holdings Limited.

Rock (Nominees) Limited holds SWP Shares as a nominee for: (i) Tower Pension Trustees Limited, Alan Walker's SIPP; and (ii)  Alfa Industrial Holdings Limited. Alfa Industrial Holdings Limited is a company owned and controlled by Alan Walker.

The total number of SWP Shares which Friars has: (i) received irrevocable undertakings to accept the Offer in respect of; and (ii) conditionally agreed to acquire under the Share Exchange Agreement, is 116,166,306 SWP Shares, representing 57.2 percent of the issued share capital of SWP.

11.       Financing of the Offer and cash confirmation

The Offer values the existing issued share capital of SWP at approximately £18.3 million. Of this, SWP Shares to the value of £5.5 million are being exchanged under the Share Exchange Agreement.  The remaining cash consideration payable by Friars, being approximately £12.8 million, will be funded from:

·        bank facilities of up to £11.6 million, in aggregate, provided under the Facilities Agreement entered into by Friars (as borrower) and HSBC Bank plc (as lender) on 20 September 2016 ("Facilities Agreement"); and

 

·        cash subscriptions amounting to £2.0 million for loan notes issued by Friars to Colin Stott, David Pett, Martin Bell and Alfa Industrial Holdings Limited (a company owned and controlled by Alan Walker) under the Loan Note Instrument.  

Under the Facilities Agreement, it shall be a condition to drawing under the Facilities Agreement that, except as consented to by the lender or if required by law or regulation (including the City Code), the Panel, the London Stock Exchange or an order of the Court, Friars shall not have waived or amended any term or condition of the Offer in a manner which is materially prejudicial to the lender.

Cattaneo, financial adviser to Friars, is satisfied that sufficient resources are available to Friars to satisfy the consideration payable as a result of full acceptance of the Offer.

12.       Options over SWP Shares

There were options over 10,250,000 SWP Shares outstanding as at the last Business Day prior to the Announcement Date. All of the holders of these options who are members of the Management Team have agreed that their options will be cancelled upon the Offer becoming or being declared unconditional in all respects.  There is one option holder who is not a member of the Management Team who has also agreed that their options will be cancelled upon the Offer becoming or being declared unconditional in all respects and Friars intends to put in place equity incentivisation arrangements for that option holder and certain other key employees in due course.  However, only limited discussions have taken place and the final structure of such equity incentivisation arrangements has yet to be determined.

13.       Recommendation

Alan Smith is a Director and Shareholder of SWP, but he is not involved in Friars.  He is therefore the Independent SWP Director.

The Independent SWP Director, who has been so advised by Whitman Howard as to the financial terms of the Offer, considers the terms of the Offer to be fair and reasonable. In providing advice to the Independent SWP Director in relation to the financial terms of the Offer, Whitman Howard has taken into account the commercial assessments of the SWP Directors. Whitman Howard is providing independent financial advice for the purposes of Rule 3 of the Code.

Accordingly, the Independent SWP Director intends to recommend that Shareholders accept the Offer in respect of the SWP Shares held by them, as the Independent SWP Director has irrevocably undertaken to do and procure to be done in respect of his own beneficial holdings and the holdings of his immediate family, close relatives and related trusts/entities, such holdings being, in aggregate, 21,075,846 SWP Shares, representing approximately 10.4 percent of SWP's existing issued share capital.

14.          Further terms and conditions of the Offer

The Offer is to be effected by means of a takeover offer within the meaning of Part 28 of the Companies Act. Friars reserves the right to elect to implement the acquisition of SWP, with the consent of the Panel, by way of a scheme of arrangement under Part 26 of the Companies Act ("Scheme") which would be implemented on the same terms (subject to appropriate amendment) as the Offer. In the event of such an election by Friars, those SWP Shareholders who have given irrevocable undertakings to accept the Offer have agreed, subject to certain conditions, to vote in favour of the shareholder resolutions required in connection with the Scheme. Further details of these undertakings are set out in paragraph 9 and in Appendix III. References to the Offer and the Offer Document in this Announcement shall include, where applicable, such Scheme.

The Offer will be subject to the Conditions and further terms set out in this Announcement and to the full terms and conditions to be set out in the Offer Document and, in respect of SWP Shares held in certificated form, the Form of Acceptance.

Appendix II sets out details of the interests of the Management Team and of their connected persons in SWP Shares.  Appendix III sets out details of irrevocable undertakings which have been received by Friars.  Appendix IV sets out the sources and bases of certain financial and other information contained in this Announcement. Appendix V contains the definitions of certain terms used in this Announcement.

The Offer and acceptances thereof will be subject to the jurisdiction of the English courts. The Offer will be subject to the applicable requirements of the Code, the Panel and the AIM Rules.

15.          Overseas Shareholders

The availability of the Offer to SWP Shareholders who are not resident in the UK may be affected by the laws and/or regulations of their relevant jurisdiction. Therefore, such persons should inform themselves about and observe any applicable legal or regulatory requirements in their jurisdiction. Further details in relation to Overseas Shareholders will be set out in the Offer Document. If you are in any doubt, you should consult your professional adviser in the relevant jurisdiction without delay.

16.          Interests in SWP Shares

The interests of the Management Team and of their connected persons in SWP Shares are set out in Appendix II. Save in respect of these interests, the irrevocable undertakings referred to in paragraph 9 and the interests under the Shareholders' Agreement and the Share Exchange Agreement referred to in paragraph 10, as at close of business on 20 September 2016, being the last Business Day before the date of this Announcement,  neither Friars, nor any of the Friars Directors, nor, so far as Friars is aware, any person acting in concert (within the meaning of the Code) with it has (i) any interest or right to subscribe for SWP Shares; nor (ii) any short positions in respect of relevant SWP Shares (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell, any delivery obligation or right to require another person to purchase or take delivery, nor (iii) borrowed or lent any SWP Shares (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Code).

17.       Documentation

It is expected that the Offer Document will be sent to SWP Shareholders (other than SWP Shareholders in Restricted Jurisdictions) as soon as practicable and in any event within 28 days of this Announcement. SWP Shareholders (other than SWP Shareholders in Restricted Jurisdictions) who hold SWP Shares in certificated form will be sent Forms of Acceptance together with the Offer Document. The Offer Document will also be available to all SWP Shareholders (other than SWP Shareholders in Restricted Jurisdictions) at no charge to them on SWP's website at www.swpgroupplc.com and at Friars website at www.friars716.co.uk. SWP Shareholders are urged to read the Offer Document and, for those holding SWP Shares in certificated form, the accompanying Forms of Acceptance when they are sent to them because they will contain important information.

18.       Display documents

Copies of the following documents will be published no later than 12 noon on the Business Day following the date of this Announcement on SWP's website at www.swpgroupplc.com and on Friar's website at www.friars716.co.uk whilst the Offer remains open for acceptance:

(a)       this Announcement;

(b)       the irrevocable undertakings referred to in paragraph 9 above;

(c)       the Facilities Agreement and Loan Note Instrument referred to in paragraph 11 above, a Debenture entered into in favour of HSBC Bank plc on 20 September 2016 and a Subordination Agreement entered into between HSBC Bank plc and the holders of loan notes issued under the Loan Note Instrument on 20 September 2016; and

(d)       the Shareholders' Agreement and Share Exchange Agreement referred to in paragraph 10 above.

 

19.          Disclosure of interests

The relevant details in respect of those persons deemed to be acting in concert with Friars are set out in Appendix II.  Further details will be included in the Opening Position Disclosure  to be made by Friars in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Code.

This Announcement does not constitute an offer or an invitation to purchase any securities.

Cattaneo has given and has not withdrawn its written consent to the issue of this Announcement with the inclusion therein of the references to its name in the form and context in which it appears.

Whitman Howard has given and has not withdrawn its written consent to the issue of this Announcement with the inclusion therein of the references to its name in the form and context in which it appears.

Enquiries:

Alan Walker - Chairman of Friars

 

Tel: 01353 723270

Cattaneo LLP - Financial adviser to Friars

Charles Cattaneo

David Newton

 

Tel: 0121 616 0395

Alan Smith - Independent SWP Director

 

Tel: 01353 723270

Whitman Howard - Rule 3 Adviser to SWP

Ranald McGregor-Smith

Nick Lovering

 

Tel: 0207 659 1234

 

WH Ireland Limited - Nominated Adviser and Broker to SWP

Tim Feather

Tel: 0113 394 6600

 

Cattaneo is acting exclusively as financial adviser to Friars and no one else in connection with the Offer.  Cattaneo will not be responsible to anyone other than Friars for providing the protections afforded to its clients or for providing advice in relation to the Offer or any other matter referred to in this Announcement or otherwise.

Whitman Howard is acting exclusively for SWP and no one else in connection with the Offer and will not be responsible to anyone other than SWP for providing the protections afforded to clients of Whitman Howard nor for providing advice in relation to the Offer or any other matter referred to in this Announcement or otherwise.

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 will be made solely by means of the Offer Document and, in respect of SWP Shares held in certificated form, the Form of Acceptance, which will 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.

Statements made in this Announcement

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 22 September 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.

APPENDIX I

CONDITIONS TO AND FURTHER TERMS OF, THE OFFER

CONDITIONS TO THE OFFER

1.         Conditions

Acceptance Condition

(a)       Valid acceptances of the Offer being received (and not, where permitted, withdrawn) by not later than 1.00 pm on the First Closing Date of the Offer (or such later time(s) and/or date(s) as Friars may, subject to the rules of the Code or with the consent of the Panel, decide) in respect of such number of SWP Shares which, together with the SWP Shares acquired, or agreed to be acquired, by Friars before or during the Offer Period (whether pursuant to the Offer or otherwise), will result in Friars holding SWP Shares carrying, in aggregate, 75 percent or more (or such lower percentage as Friars may, subject to the Code, decide) of the voting rights then normally exercisable at a general meeting of SWP, provided that this condition will not be satisfied unless Friars and/or its wholly owned subsidiaries have acquired, or agreed to acquire, before or during the Offer Period (whether pursuant to the Offer or otherwise) SWP Shares which carry, in aggregate, more than 50 percent of the voting rights then normally exercisable at a general meeting of SWP, including for this purpose (except to the extent otherwise agreed by the Panel) any such voting rights attaching to SWP Shares that are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.

For the purposes of this Condition:

(i)        SWP Shares which have been unconditionally allotted but not issued before the Offer becomes, or is declared, unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights they will carry upon issue;

(ii)       SWP Shares (if any) that cease to be held in treasury before the Offer becomes or is declared unconditional as to acceptances are SWP Shares to which the Offer relates; and

(iii)     valid acceptances shall be deemed to have been received in respect of any SWP Shares that Friars or any of its Associates shall have acquired, or unconditionally contracted to acquire, pursuant to section 979(8) and, if applicable, section 979(9) of the Companies Act;

Confirmation of absence of adverse circumstances

(b)       Save as Disclosed, there being no provision of any arrangement, agreement, licence, permit, lease or other instrument ("Relevant Instrument") which, as a consequence of (i) the making or implementation of the Offer or (ii) any acquisition of SWP Shares carried out as contemplated by the Offer, would or may reasonably be expected to have the result that (in each case in a manner which is material in the context of the Wider SWP Group as a whole or in the context of the Offer):

(i)       any monies borrowed by, or other indebtedness, actual or contingent, of, or grant available to, any member of the Wider SWP Group becomes or is capable of being declared repayable 
immediately or earlier than the repayment date stated in such Relevant Instrument or the ability of any member of SWP to borrow moneys or incur indebtedness is withdrawn, inhibited 
or adversely affected;

(ii)      any mortgage, charge or other security interest is created over the whole or any material part of the business, property or assets of any member of the Wider SWP Group or any such security (whenever arising) becomes enforceable;

(iii)     any such Relevant Instrument is terminated or materially and adversely modified or affected;

(iv)      the value of any member of the Wider SWP Group or its financial or trading position is materially prejudiced or materially adversely affected;

(v)       any asset or interests of, or any asset the use of which is enjoyed by, any member of the Wider SWP Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider SWP Group;

(vi)      the rights, liabilities, obligations or interests or business of any member of the Wider SWP Group (or any arrangement relating to such interests or business) being terminated, modified or adversely affected or any onerous obligation or liability (actual or contingent) arising or being accelerated or any adverse action being taken;

(vii)    any member of the Wider SWP Group ceases to be able to carry on business under any name under which it currently does so;

(viii)   the ability of any member of the Wider SWP Group to carry on its business as currently carried on being adversely affected;

(ix)      the Offer, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control of, SWP by Friars being or becoming void, illegal and/or unenforceable under the laws of any jurisdiction, or would otherwise directly or indirectly prohibit, or restrain, restrict, delay or otherwise interfere with the implementation of, or impose additional material conditions or obligations with respect to, or otherwise challenge or require amendment of the Offer or the acquisition of any such shares or securities by Friars;

(x)       the imposition of any limitation on, or material delay in, the ability of Friars directly or indirectly to acquire or hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in SWP or on the ability of Friars or any member of the Wider SWP Group directly or indirectly to hold or exercise effectively any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise management control over, any member of the Wider SWP Group; or

(xi)      a divestiture by Friars of any shares or other securities (or the equivalent) in SWP being required, prevented or materially delayed;

No material transactions, claims or changes in the conduct of the business of SWP

(c)       Save as Disclosed, no member of the Wider SWP Group having since 30 June 2015:

(i)        save in relation to share options or warrants becoming exercisable, issued or agreed to issue or authorised or proposed the issue of additional shares of any class or issued or authorised or proposed the issue of or granted securities convertible into or rights, warrants or options to subscribe for or acquire such shares or convertible;

(ii)       redeemed, purchased, repaid or reduced or agreed to or announced any proposal to purchase, redeem, repay or reduce any of its own shares or other securities or made any other change to any part of its share capital;

(iii)     recommended, declared, paid or made or proposed to recommend, declare, pay or make any dividend, bonus or other distribution;

(iv)      other than pursuant to the implementation of the Offer, entered into, implemented or effected, or authorised, proposed or announced its intention to enter into, implement or effect any acquisition, merger, de-merger, reconstruction, amalgamation, composition, assignment, commitment scheme, any change in its share or loan capital or other similar commitment or other transaction or arrangement which, in any such case, is material to the Wider SWP Group as a whole;

(v)       issued or authorised or proposed the issue of any debentures or, save in the ordinary course of business, incurred or increased any indebtedness or liability (actual or contingent), in each case to an extent which is material to the Wider SWP Group as a whole;

(vi)      acquired or disposed of or transferred, mortgaged or encumbered any asset or any right, title or interest in any asset, in each case to an extent which is material to the Wider SWP Group as a whole;

(vii)    entered into or varied any contract, commitment or arrangement (whether in respect of capital expenditure or otherwise) (otherwise than in the ordinary course of business) which is of a long term or unusual nature or which involves or could involve an obligation of a nature or magnitude which is material (or authorised, proposed or announced any intention to do so) which, in any such case, is material to the Wider SWP Group as a whole or in the context of the Offer;

(viii)   entered into or varied or proposed to enter into or vary any contract, reconstruction, amalgamation, arrangement or other transaction (otherwise than in the ordinary course of business) which is of a long term, unusual or onerous nature, and which in each such case is material to the Wider SWP Group taken as a whole;

(ix)      entered into, or materially varied the terms of, or made any offer (which remains open) to enter into or materially vary the terms of, any contract or agreement with any of the directors or senior executives of any member of the Wider SWP Group save for salary increases, bonuses, or variations of terms in the ordinary course of business;

(x)       taken or proposed any corporate action or had any legal proceedings started or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up, dissolution or re-organisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any of its assets and revenues;

(xi)      been unable or admitted in writing that it is unable to pay its debts generally or commenced negotiations with one or more of its creditors with a view to re-scheduling or re-structuring any of its indebtedness or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(xii)    waived, compromised or settled any claim, which is material in the context of the Wider SWP Group taken as a whole, or the Offer;

(xiii)   made any amendment to its articles of association or other incorporation or constitutional documents which is material in the context of the Offer; or

(xiv)   entered into any contract, commitment or agreement or made any offer (which remains open for acceptance) with respect to any of the transactions or events referred to in this Condition (c);

which, in any such case, is material to the Wider SWP Group as a whole, or in the context of the Offer;

(d)       Since 30 June 2015 and save as Disclosed:

(i)        no litigation, arbitration, prosecution or other legal proceedings having been instituted, announced or threatened or become pending or remained outstanding by or against any member of the Wider SWP Group or to which any member of the Wider SWP Group is or may reasonably be expected to become a party (whether as claimant, defendant or otherwise) and no enquiry or investigation by, or complaint or reference to, any third party against or in respect of any member of the Wider SWP Group having been announced, instituted or threatened in writing to SWP by or against, or remaining outstanding in respect of, any member of the Wider SWP Group, in each case, which could reasonably be expected to have a material impact on the Wider SWP Group taken as a whole;

(ii)       no material adverse change having occurred in the business, assets, financial or trading position, profits or prospects of any member of the Wider SWP Group;

(iii)     no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider SWP Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which might reasonably be expected to have a material adverse effect on the Wider SWP Group taken as a whole; and

(e)       Friars not having discovered that any member of the Wider SWP Group is subject to any material liability, actual or contingent which is not Disclosed (or which is materially greater than as Disclosed) and which is material in the context of the Wider SWP Group taken as a whole or the Offer;

(f)        save as Disclosed, in relation to any release, emission, accumulation, discharge, disposal or other fact or circumstance which has impaired or is reasonably likely to impair the environment (including property) or harmed or is reasonably likely to harm human health, no past or present member of the Wider SWP Group, in a manner or to an extent which is material in the context of the Wider SWP Group taken as a whole (i) having committed any violation of any applicable legislation, statutes, regulations, authorisations, notices or other requirements of any Third Party of any jurisdiction; and/or (ii) having incurred any liability (whether actual or contingent) to any Third Party; and/or (iii) being reasonably likely to incur any liability (whether actual or contingent), or being required to make good, repair, remediate, reinstate or clean up any asset or any other property or any environment; and

(g)       save as Disclosed, any asset of any member of the Wider SWP Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition) to an extent which is material in the context of the Wider SWP Group taken as a whole.

2.Certain further terms of the Offer

(a)       Friars reserves the right to waive all or any of the Conditions, in whole or in part, except Condition 1(a).

(b)       Except with the consent of the Panel, the Offer will lapse unless Conditions 1(b) to (g) (inclusive) of the Offer are fulfilled or, if capable of waiver, waived or, where appropriate, have been determined by Friars in its reasonable opinion to be or to remain satisfied by midnight on the date which is 21 days after the later of the First Closing Date and the date on which Condition 1(a) is satisfied.

(c)       Friars shall be under no obligation to waive or treat as fulfilled any of Conditions 1(b) to (g) (inclusive) by a date earlier than the latest date specified above for the fulfilment or satisfaction thereof notwithstanding that the other Conditions of the Offer may at such earlier date have been waived, fulfilled or satisfied and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment or satisfaction.

(d)       If Friars is required by the Panel to make an offer for SWP Shares under the provisions of Rule 9 of the Code, Friars may make such alterations to any of the above Conditions and terms of the Offer as are necessary to comply with the provisions of that Rule.

(e)       The Offer will lapse, and will not proceed, if there is a Phase 2 CMA reference or if Phase 2 European Commission proceedings are initiated or if, following a referral of the Offer by the European Commission under Article 9(1) of the European Council Merger Regulation to a competent authority in the United Kingdom, there is a Phase 2 CMA reference, in any such case before 1.00pm (London time) on the First Closing Date or the time and date at which the Offer becomes, or is declared, unconditional as to acceptances (whichever is the later). The effect of the Offer lapsing is that the Offer will cease to be capable of further acceptance and that Friars and any SWP Shareholders who have accepted the Offer will cease to be bound by prior acceptances of the Offer.

(f)        The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

(g)       The Offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or email) of interstate or foreign commerce of, or of any facility of a national securities exchange of, any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction (unless otherwise determined by Friars).

(h)       The SWP Shares will be acquired by Friars fully paid and free from all liens, charges, encumbrances, rights of pre-emption and any other third party rights of any nature whatsoever and together with all rights attaching to them as at the Announcement Date or subsequently attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid, or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the Announcement Date. Accordingly, insofar as a dividend and/or distribution and/or a return of capital is proposed, declared, made, paid or payable by SWP in respect of a SWP Share on or after the Announcement Date, Friars reserves the right to reduce by the amount of the dividend and/or distribution and/or return of capital, the price payable under the Offer in respect of a SWP Share, except insofar as the SWP Share is or will be transferred pursuant to the Offer on a basis which entitles Friars alone to receive the dividend and/or distribution and/or return of capital but if that reduction in price has not been effected, the person to whom the Offer Price is paid in respect of that SWP Share, will be obliged to account to Friars for the amount of such dividend and/or distribution and/or return of capital.

(i)        Under Rule 13.5 of the Code, Friars may not invoke a condition to the Offer so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the condition are of material significance to Friars in the context of the Offer. The condition in paragraph 1(a) of this Appendix I is not subject to this provision of the Code.

(j)        The Offer will be governed by the law of England and Wales and will be subject to the jurisdiction of the English courts and to the conditions and further terms set out in this Appendix I and to be set out in the Offer Document.

(k)       The Offer will be subject to applicable requirements of the Code, the Panel, the London Stock Exchange, the FCA and the AIM Rules.

 



 

APPENDIX II

MANAGEMENT TEAM INTERESTS IN SWP

 

Interests in SWP Shares

As at close of business on 20 September 2016, being the last Business Day before the date of this Announcement, the Management Team (including members of their immediate families, close relatives, and related entities/trusts) held the following interests in, or rights to subscribe in respect of, relevant SWP securities:

 

Name

Number of SWP Shares

% of Issued SWP Shares

Alan Walker

14,278,457(1)

7.0

Colin Stott

252,187(2)

0.1

David Pett

396,000(3)

0.2

Martin Bell

48,190,417(4)

23.7

Notes:

1.    Rock (Nominees) Limited is the registered holder of 9,608,000 SWP Shares as nominee for Tower Pension Trustees Limited, Alan Walker's SIPP. Rock (Nominees) Limited is the registered holder of 363,000 SWP Shares as nominee for Tower Pension Trustees Limited, Anne Marie Walker's SIPP (Anne Marie Walker is the spouse of Alan Walker). Rock (Nominees) Limited is the registered holder of 4,084,707 SWP Shares as nominee for Alfa Industrial Holdings Limited, a company owned and controlled by Alan Walker. Alfa Industrial Holdings Limited, a company owned and controlled by Alan Walker, is the registered holder of 222,750 SWP Shares.

2.    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.

3.    David Pett is the registered holder of 396,000 SWP Shares.

4.    Martin Bell is the registered holder of 8,378,679 SWP Shares. Castle View International Holdings Limited, a company owned and controlled by Martin Bell, is the registered holder of 12,657,630 SWP Shares. W B Nominees Limited is the registered holder of 10,506,000 SWP Shares as nominee for Castle View International Holdings Limited. Damian Bell, Martin Bell's brother, is the registered holder of 8,378,679 SWP Shares. Gordon Bell, Martin Bell's brother, is the registered holder of 7,245,679 SWP Shares.  Rena Bell's estate is the registered holder of 1,023,750 SWP Shares; Martin Bell, Damian Bell and Gordon Bell are executors of Rena Bell's estate.

Options over SWP Shares

As at close of business on 20 September 2016, being the last Business Day before the date of this Announcement, the Management Team (including members of their immediate families, close relatives, and related entities/trusts) held the following outstanding options over SWP Shares:

Name

Number of SWP Shares

Exercise price (pence)

Earliest exercise date

Latest exercise date

Alan Walker

1,500,000

10.25

2 August 2013

2 August 2020

Alan Walker

1,750,000

5.00

26 July 2015

26 July 2022

David Pett

1,000,000

10.25

2 August 2013

2 August 2020

David Pett

1,000,000

5.00

26 July 2015

26 July 2022

Colin Stott

2,000,000

10.25

2 August 2013

2 August 2020

Colin Stott

2,000,000

5.00

26 July 2015

26 July 2022

 

The Management Team have agreed that they will cancel these options upon the Offer becoming or being declared unconditional in all respects.

Concert parties

In addition to the Management Team, the persons who, for the purposes of the Offer and under the Code, are deemed to be acting in concert with Friars and who hold interests in, or rights to subscribe in respect of, relevant SWP securities as at close of business on 20 September 2016, being the last Business Day before the date of this Announcement, are:

Name

Relationship with Friars

Tower Pension Trustees Limited, Alan Walker's SIPP

Related trust of Alan Walker, Director of Friars

Alliance Trust Savings Limited, Colin Stott's SIPP

Related trust of Colin Stott, Director of Friars

Anne Marie Walker

Spouse of Alan Walker, Director of Friars

Tower Pension Trustees Limited, Anne Marie Walker's SIPP

Related trust of Anne Marie Walker, spouse of Alan Walker, Director of Friars

Alfa Industrial Holdings Limited

Owned and controlled by Alan Walker, Director of Friars

Damian Bell

Brother of Martin Bell, Director of Friars

Gordon Bell

Brother of Martin Bell, Director of Friars

Rena Bell's estate

Related trust of Martin Bell, Director of Friars

Castle View International Holdings Limited

Owned and controlled by Martin Bell, Director of Friars

 

The interests of these persons in relevant SWP securities are set out in the first table of this Appendix II.



 

APPENDIX III

IRREVOCABLE UNDERTAKINGS

Friars has received irrevocable undertakings to accept the Offer (including, where applicable, to procure the acceptance of the Offer, in relation to SWP Shares beneficially held by a relevant person's immediate family members, close relatives and related trusts/entities) in respect of a total of 54,688,182 SWP Shares, representing, in aggregate, approximately 26.9 percent of SWP's existing issued share capital, from the following persons:

(a)       Independent SWP Director

 

Name

Number of SWP Shares

% of Issued SWP Shares

Alan Smith

21,075,846(1)

10.4

 

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.

 

(b)       SWP Directors

 

Name

Number of SWP Shares

% of Issued SWP Shares

Colin Stott

252,187(1)

0.1

Alan Walker

363,000(2)

0.2

 

Notes:

1.         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.

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.

 

(c)       Other SWP Shareholders

 

The following SWP Shareholders have given an irrevocable undertaking to accept, or procure the acceptance of, the Offer not later than 7 calendar days after the posting of the Offer Document:

 

Name

Number of SWP Shares

% of Issued SWP Shares

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

1,200,000

0.6

Total

32,997,149

16.2

 

The undertakings referred to above remain binding and shall lapse only if: (i) the Offer lapses or is withdrawn without becoming or being declared unconditional in all respects; (ii) Friars announces, with the consent of the Panel, that it does not intend to proceed with the Offer; or (iii) a competing offer for SWP is declared wholly unconditional or otherwise becomes effective.

For the avoidance of doubt, but without prejudice to any of the above, none of the undertakings referred to in this paragraph shall lapse if Friars, with the consent of the Panel, announces publicly that it is implementing the Offer by way of a scheme of arrangement under Part 26 of the Companies Act ("Scheme"), having previously proceeded with the implementation of the Offer by way of a takeover offer. In the event that Friars exercises its right to implement the proposed acquisition of SWP Shares by way of a Scheme, the undertakings referred to in this paragraph shall cease to be binding if: (i) the scheme document is not published within 28 days of the announcement that such election is being made (or such later date as the Panel may agree); and (ii) the Scheme is withdrawn or lapses in accordance with its terms.

 



 

APPENDIX IV

SOURCES AND BASES

 

In this Announcement:

 

1.         Unless otherwise stated, financial information relating to SWP has been extracted or derived (without any adjustment) from the audited consolidated financial statements of SWP for the financial year to 30 June 2015, and from the unaudited interim financial statements for the six months ended 31 December 2015.

2.         References to the existing issued share capital (and to the value of the existing issued share capital) of SWP are based on 203,275,006 SWP Shares being in issue, outside treasury.

3.         Unless otherwise stated, all Closing Prices have been derived from Bloomberg LP.



 

APPENDIX V

DEFINITIONS

 

The following definitions apply throughout this Announcement unless the context requires otherwise:

 

"Acceptance Condition"

the Condition as to acceptances set out in paragraph 1(a) of Part A of Appendix I to this Announcement

 

"AIM"

the market of that name operated by the London Stock Exchange

 

"AIM Rules"

the AIM Rules for Companies published by the London Stock Exchange

 

"Announcement"

this announcement made in accordance with Rule 2.7 of the Code dated 21 September 2016

 

"Announcement Date"

21 September 2016, being the date of the Announcement

 

"Associates"

has the meaning given to it in section 988 of the Companies Act

 

"Board"

as the context requires, the board of directors of SWP or the board of directors of Friars and the terms "SWP Board" and "Friars Board" shall be construed accordingly

 

"Business Day"

a day (other than Saturdays, Sundays and public holidays in England and Wales) on which banks are open for business in the City of London

 

"Cattaneo"

Cattaneo LLP, financial adviser to Friars

 

"certificated" or "in certificated form"

a SWP Share which is not in uncertificated form (that is, not in CREST)

 

"Closing Price"

the closing middle market price of a SWP Share as derived from Bloomberg LP

 

"Code"

the City Code on Takeovers and Mergers

 

"Companies Act"

the Companies Act 2006, as amended

 

"Conditions"

the conditions to the implementation of the Offer as set out in Part A of Appendix I (Conditions of the Offer) of this Announcement

 

"CREST"

the relevant system (as defined in the CREST Regulations) of which Euroclear is the Operator (as defined in the CREST Regulations)

 

"CREST Regulations"

the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended

 

"Dealing Disclosure"

has the same meaning as in Rule 8 of the Code

 

"Disclosed"

the information disclosed by, or on behalf of, SWP: (i) in the annual report and accounts of the SWP Group for the financial year ended 30 June 2015 or in the interim accounts of the SWP Group for the six months ended 31 December 2015; (ii) in any other announcement to a Regulatory Information Service by, or on behalf of, SWP prior to the publication of the Announcement; (iii) as otherwise fairly disclosed to Friars (or its respective officers, employees, agents or advisers) prior to the Announcement Date; or (iv) in this Announcement

 

"Euroclear"

Euroclear UK & Ireland Limited, the operator of CREST

 

"Facilities Agreement"

means the facilities agreement dated 20 September 2016 entered into by Friars and HSBC Bank plc pursuant to which HSBC Bank plc agreed to make available to Friars facilities up to £11.6 million

 

"Financial Conduct Authority" or "FCA"

the United Kingdom Financial Conduct Authority in its capacity as the competent authority for the purposes of Part VI of FSMA

 

"First Closing Date"

the date which falls 21 days after the date of posting of the Offer Document

 

"Form of Acceptance"

in relation to SWP Shares, the form of acceptance and authority relating to the Offer which will accompany the Offer Document for use by SWP Shareholders with shares in certificated form in connection with the Offer

 

"Friars"

Friars 716 Limited, a private limited company incorporated in England and Wales with registered number 10272344

 

"Friars Directors"

the directors of Friars from time to time, and "Friars Director" shall mean any one of them

 

"Friars Group"

Friars and its subsidiary undertakings and, where the context permits, each of them

 

"holder"

a registered holder and includes any person(s) entitled by transmission

 

"Independent SWP Director"

Alan Smith

 

"Issued SWP Shares"

the total issued share capital of SWP

 

"Loan Note Instrument"

the Loan Note Instrument executed by Friars on 19 September 2016

 

"London Stock Exchange"

London Stock Exchange plc, or its successor from time to time

 

"Management Team"

Alan Walker, Colin Stott, David Pett and Martin Bell

 

"Management Shareholders"

David Pett, Martin Bell, Damian Bell, Gordon Bell, Castle View International Holdings Limited, WB Nominees Limited, Alfa Industrial Holdings Limited, Rock (Nominees) Limited and Tower Pension Trustees Limited

 

"Neville Registrars"

Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands, B63 3DA

 

"Offer"

the recommended cash offer to be made by Friars to acquire all of the SWP Shares (other than those SWP Shares already agreed to be acquired by Friars) on the terms and subject to the conditions to be set out in this Announcement and to be set out in the Offer Document  and, in the case of SWP Shares held in certificated form, in the Form of Acceptance, including where the context so permits or requires, any subsequent revision, variation, extension or renewal thereof 

 

"Offer Document"

the document to be sent to SWP Shareholders which will contain, amongst other things, the terms and conditions of the Offer

 

"Offer Period"

the period starting on (and including) 21 September 2016 and ending on whichever of the following dates shall be the latest: (i) 1.00 p.m. on the First Closing Date; (ii) the date on which the Offer lapses; and (iii) the date on which the Offer becomes or is declared unconditional as to acceptances

 

"Offer Price"

9 pence per SWP Share

 

"Opening Position Disclosure"

has the same meaning as in Rule 8 of the Code

 

"Overseas Shareholders"

Shareholders who are resident in or citizens of a jurisdiction outside the United Kingdom

 

"Panel"

the Panel on Takeovers and Mergers

 

"Phase 2 CMA reference"

a reference of the Offer to the Chair of the Competition and Markets Authority for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013

 

"Phase 2 European Commission proceedings"

proceedings initiated by the European Commission under Article 6(1)(c) of Council Regulation 139/2004/EC in respect of the Offer

 

"pound", "£" or "pence"

the lawful currency of the United Kingdom

 

"Regulatory Information Service"

a Regulatory Information Service that is approved by the FCA and is on the list maintained by the FCA in LR App 3 to the Listing Rules of the FCA

 

"Relevant Instrument"

has the meaning given to it in paragraph (b) of Part A of Appendix I of this Announcement

 

"Restricted Jurisdiction"

United States, Japan, South Africa or Australia or any other jurisdiction where local laws or regulations may result in significant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available to SWP Shareholders in that jurisdiction

 

"Shareholders' Agreement"

the agreement dated 20 September 2016 between Friars and Alan Walker, Colin Stott, David Pett and Martin Bell as described in paragraph 10 of this Announcement

 

"Share Exchange Agreement"

the agreement dated 20 September 2016 between the Management Shareholders and Friars as described in paragraph 10 of this Announcement

 

"Significant Interest"

a direct or indirect interest of 20 percent or more of the total voting rights conferred by the equity capital of an undertaking

 

"subsidiary", "subsidiary undertaking", "associated undertaking" and "undertaking"

shall be construed in accordance with the Companies Act

 

"SWP" or "Company"

SWP Group plc, a company incorporated in England and Wales with registered number 503188

 

"SWP Directors"

the directors of SWP from time to time, and "SWP Director" shall mean any one of them

 

"SWP Group"

SWP and its subsidiary undertakings and, where the context permits, each of them

 

"SWP Shares"

ordinary shares of 0.5 pence each in issue in the capital of SWP

 

"SWP Shareholders" or "Shareholders"

the holders of SWP Shares from time to time, but excluding the Management Shareholders

 

"Third Party"

any central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, administrative, fiscal, or investigative body, authority (including any national anti-trust or merger control authority), court, trade agency, association, institution or professional or environmental body, employee representative body or other person or body whatsoever in any relevant jurisdiction

 

"United Kingdom" or "UK"

the United Kingdom of Great Britain and Northern Ireland

 

"US" or "United States"

the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof

 

"Whitman Howard"

Whitman Howard Limited

 

"Wider SWP Group"

SWP and associated undertakings and any other body corporate, partnership, joint venture or person in which SWP and such undertakings (aggregating their interests) have a Significant Interest

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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