Source - RNS
RNS Number : 6102M
17 October 2016

SWP Group plc

("SWP" or the "Company")


Proposed AIM Cancellation


SWP announces the proposed cancellation of the admission of its ordinary shares of 0.5 pence each ("SWP Shares") to trading on AIM (the "Cancellation").


On 13 October 2016, the offer for SWP by Friars 716 Limited ("Friars"), which was announced on 21 September 2016 (the "Offer"), was declared wholly unconditional.


On 14 October 2016, Friars announced that, at the first closing date of the Offer, Friars had received acceptances or had agreed to acquire, in aggregate, 182,456,793 SWP Shares, representing 89.8% of the existing issued share capital.


As a result, pursuant to Rule 41 of the AIM Rules for Companies, the Company, through its nominated adviser, WH Ireland Limited (i) has notified the London Stock Exchange of the proposed Cancellation and intended Cancellation time and date of 7.00 a.m. on 14 November 2016; and (ii) has agreed with the London Stock Exchange that, given that the Offer has been declared wholly unconditional at a shareholding level in excess of 75 per cent., Cancellation will not require, and is therefore not conditional upon, shareholder consent in general meeting.


There is no intention to provide a facility to enable SWP Shares to be traded on any public share trading platform or to list the SWP Shares on an alternative stock exchange.  Therefore any transaction in the SWP Shares undertaken after the Cancellation will only be capable of being undertaken by private sale.


It is intended that a circular will be sent to shareholders in due course containing a notice convening a general meeting of the Company to approve, inter alia, a resolution to 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 holders of SWP Shares, who have not accepted the Offer, to trade their SWP Shares in the future on a public trading platform.



For further information or enquiries please contact:


J.A.F Walker


SWP Group plc 

Tel office: 01353 723270

Mobile: 07800 951151

D.J. Pett

Finance Director

SWP Group plc 

Tel office: 01353 723270

Mobile: 07940 523135



Ranald McGregor-Smith/ Nick Lovering

Rule 3 Adviser to SWP

Whitman Howard

Tel office: 020 7659 1234

Tim Feather / Ed Allsopp

Nominated Adviser  and Broker

WH Ireland Limited

Tel office: 0113 394 6600



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