Source - RNS
RNS Number : 5506K
Friars 716 Limited
22 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

22 September 2016

RECOMMENDED CASH OFFER

by

FRIARS 716 LIMITED ("FRIARS")

for

SWP GROUP PLC ("SWP")

 

POSTING OF OFFER DOCUMENT

Further to the announcement on 21 September 2016 by Friars of a recommended cash offer to acquire the entire issued share capital of SWP not already agreed to be acquired by Friars ("Announcement"), Friars is pleased to announce that the Offer Document ("Offer Document") was published and posted to SWP Shareholders on 21 September 2016. Defined terms in this announcement shall have the meaning given to them in the Announcement.

 

The Offer will initially be open for acceptance until 1.00 pm (London time) on 13 October 2016.

 

To accept the Offer in respect of SWP Shares held in certificated form (i.e. SWP Shares NOT held in CREST), the Form of Acceptance must be completed in accordance with the instructions printed thereon and returned as soon as possible and, in any event, so as to be received by Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands, B63 3DA United Kingdom by no later than 1.00 pm on 13 October 2016.

 

To accept the Offer in respect of SWP Shares held in uncertificated form (i.e. SWP Shares held in CREST), acceptance should be made electronically through CREST so that the relevant TTE instruction settles as soon as possible and, in any event, by no later than 1.00 pm on 13 October 2016. If you are a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE instruction to Euroclear in relation to your SWP Shares.

 

Further details of the procedure for acceptance are set out in the Offer Document in paragraph 14 of Part II and Part C or Part D (as applicable) of Appendix I.

 

The Offer is subject to the terms and conditions set out in the Offer Document. The Offer Document, the Form of Acceptance and those documents listed in paragraph 17.1 of Appendix IV to the Offer Document have been published, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on SWP's website at www.swpgroupplc.com and Friars' website at www.friars716.co.uk and will remain published thereon whilst the Offer remains open for acceptance.

 

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.

Important Notes

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.

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 on website

This announcement, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, will be available free of charge on Friars' website at www.friars716.co.uk and SWP's website at: www.swpgroupplc.com by no later than 12 noon (London time) on 23 September 2016.

 


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