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Currie & Brown Hldgs - Offer for Sweett Group PLC declared unconditional

RNS Number : 6021G
Currie & Brown Holdings Ltd
09 August 2016
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, 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

9 August 2016

RECOMMENDED CASH OFFER

FOR

SWEETT GROUP PLC ("SWEETT")

BY

CURRIE & BROWN HOLDINGS LIMITED ("CURRIE & BROWN")

 

Offer declared unconditional in all respects, extension of the offer
and notice of cancellation of trading of Sweett Shares

On 24 June 2016, the boards of Currie & Brown and Sweett announced that they had reached agreement on the terms of a recommended cash offer to be made by Currie & Brown for the entire issued and to be issued share capital of Sweett (the "Offer"). The full terms and conditions and the procedures for acceptance of the Offer are set out in the offer document which was published and sent to Sweett Shareholders by Currie & Brown on 8 July 2016 (the "Offer Document").

Level of acceptances

As at 1.00 p.m. (London time) on 8 August 2016, being the First Closing Date, Currie & Brown had received valid acceptances of the Offer in respect of 61,237,549 Sweett Shares, representing approximately 89.16 per cent. of the existing issued share capital of Sweett, which Currie & Brown may count towards the satisfaction of the Acceptance Condition of the Offer.  Of these, acceptances have been received in respect of 8,287,921 Sweett Shares, representing approximately 12.07 per cent. of the existing issued share capital of Sweett, from the following Sweett Shareholders who are acting in concert with Currie & Brown (as set out in the Offer Document):

Sweett Shareholder

Number of Sweett Shares

Percentage

Kim Berry

4,535,785

6.60

Alan Lam

1,289,708

1.88

Daniel Leung

560,000

0.82

Michael Yu

611,723

0.89

Anthony Lau

611,723

0.89

Andrew Wigg

95,230

0.14

Ray Bongiorno

583,752

0.85

 

The percentage holdings of Sweett Shares referred to in this announcement are based upon a figure of 68,681,091 Sweett Shares in issue.

Offer unconditional in all respects

Following receipt of the above acceptances, Currie & Brown is pleased to announce that the Offer has become unconditional as to acceptances. In addition, Currie & Brown also confirms that all other remaining conditions to the Offer have now either been satisfied or waived. Accordingly, Currie & Brown is pleased to announce that the Offer is declared unconditional in all respects.

Offer extended

The Offer is being extended and will remain open for acceptance until further notice. Currie & Brown will give at least 14 days' notice prior to the closing of the Offer.  All other terms and conditions as outlined in the Offer Document still apply.

Sweett Shareholders who have not yet accepted the Offer are urged to do so as soon as possible.

Cancellation of Sweett Shares from trading on AIM

As set out in the Offer Document, as the Offer has now been declared unconditional in all respects and Currie & Brown has, by virtue of its acceptances of the Offer, acquired Sweett Shares representing at least 75 per cent. of the voting rights of Sweett, Currie & Brown intends to procure the making of an application by Sweett for cancellation of the admission to trading on AIM of Sweett Shares (the "Cancellation").  The Cancellation is expected to take effect on or around 7 September 2016.

Sweett Shareholders are strongly recommended to accept the Offer as the subsequent Cancellation will significantly reduce the liquidity and marketability of any Sweett Shares not assented to the Offer.

Compulsory acquisition

As set out in the Offer Document, if Currie & Brown receives acceptances under the Offer in respect of, and/or otherwise acquires, not less than 90 per cent. of the Sweett Shares to which the Offer relates, Currie & Brown intends to exercise its rights pursuant to section 979 of the Companies Act 2006 to acquire compulsorily the remaining Sweett Shares. Currie & Brown will make an announcement through a Regulatory Information Service at the appropriate time confirming that it has received sufficient acceptances to compulsorily acquire those shares.

Actions to be taken

Sweett Shareholders who have not yet accepted the Offer are urged to do so as soon as possible:

·      Sweett Shareholders that hold their Sweett Shares in certificated form (that is, not in CREST), should complete and return the Form of Acceptance which accompanied the Offer Document.

·      Sweett Shareholders that hold their Sweett Shares in uncertificated form (that is, in CREST), should ensure that an Electronic Acceptance is made by them or on their behalf and that settlement occurs. Those Sweett Shareholders that hold their Sweett Shares as a CREST sponsored member should refer to their CREST sponsor as only their CREST sponsor will be able to send the necessary instruction to Euroclear.

To accept the Offer in respect of Sweett Shares in certificated form (that is, not in CREST), Sweett Shareholders must complete the Form of Acceptance in accordance with the instructions printed on it in accordance with paragraph 13 of Part II of the Offer Document and return it to Equiniti Limited (along with any appropriate share certificate(s) and/or other document(s) of title) using the accompanying reply-paid envelope (for use within the UK only) as soon as possible.

To accept the Offer in respect of Sweett Shares in uncertificated form (that is, in CREST), Sweett Shareholders should follow the procedures for electronic acceptance through CREST in accordance with the instructions set out in paragraph 13 of Part II of the Offer Document so that a TTE Instruction settles as soon as possible.

The Offer Document and a specimen Form of Acceptance are available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on each of Currie & Brown's and Sweett's websites at www.curriebrown.com and http://www.sweettgroup.com/investors, respectively. Neither the contents of Currie & Brown's website, nor those of Sweett's website, nor those of any other website accessible from hyperlinks on either Currie & Brown's or Sweett's website, are incorporated into or form part of this announcement.

Further copies of the Offer Document and the Form of Acceptance may be obtained by contacting the Receiving Agent, Equiniti Limited by way of written request to Equiniti Limited of Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom or by calling 0333 207 6394 from within the UK or +44 121 415  0968 if calling from outside the UK (lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (excluding English and Welsh public holidays).

Settlement

Settlement for those Sweett Shareholders who have validly accepted the Offer before the date of this announcement will be effected promptly and, in any case, on or before 23 August 2016 in accordance with applicable English law and regulation.

Settlement for valid acceptances in respect of the Offer received after the date of this announcement but while the Offer remains open for acceptance will be effected promptly and, in any case, within 14 days of receipt of those acceptances in accordance with applicable English law and regulation.

Unless otherwise stated, terms used in this announcement have the same meanings as given to them in the Offer Document.

Enquiries:

Currie & Brown Holdings Limited

Euan McEwan - Group Chief Executive Officer

+44 (0) 845 287 8800

Ian Fleming - Group Finance Director

+44 (0) 845 287 8800

Aileen McEwan - Group Marketing and Communications Director

+44 (0) 845 287 8800

London Bridge Capital Infrastructure Limited (Currie & Brown's Financial Adviser)

Elliott Mannis

+44 (0) 77 8991 7083

 

London Bridge Capital Infrastructure Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Currie & Brown and no one else in connection with the Offer and the other matters referred to in this announcement and the Offer Document and will not be responsible to anyone other than Currie & Brown for providing the protections afforded to clients of London Bridge Capital Infrastructure Limited or for providing advice in connection with the Offer or any matter or arrangement referred to herein.

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer to sell or invitation to purchase any securities or the solicitation of any vote for approval in any jurisdiction, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law. The Offer is made solely through the Offer Document and the accompanying Form of Acceptance, which together contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any response in relation to the Offer should be made only on the basis of the information contained in the Offer Document or any document by which the Offer is made.

Overseas Shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law.  Persons who are not resident in the United Kingdom or who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves of, and observe, any applicable requirements.  Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction.  This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful.  This announcement has been prepared for the purposes of complying with the laws of England and Wales, the AIM Rules 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 any jurisdiction outside England and Wales.

Unless otherwise determined by Currie & Brown or required by the Code, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.  Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.  The Offer (unless otherwise permitted by applicable law and regulation) is not made, directly or indirectly, in or into, or by the use of the mails, or by any means of instrumentality (including without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of any Restricted Jurisdiction, and the Offer is not capable of acceptance from or within any Restricted Jurisdiction.

The availability of the Offer to Sweett Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident.  Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements.

The Offer is being made for the securities of an English company with a listing on AIM, a market of the London Stock Exchange and is regulated primarily by English laws. Accordingly, the Offer is not made under or regulated by Chapter 6 of the Corporations Act 2001 (Cth). The content of the Offer Document is subject to UK disclosure requirements which are different from the disclosure requirements under Australian law. Neither the Australian Securities and Investments Commission nor the Australian Securities Exchange has: (i) approved or disapproved of the Offer; (ii) passed judgment over the merits or fairness of the Offer; or (iii) passed judgment upon the adequacy or accuracy of the disclosure in the Offer Document.

US Shareholders

The Offer is made for securities of an English company with a listing on AIM, and Sweett Shareholders in the United States should be aware that this announcement, the Offer Document and any other documents relating to the Offer have been or will be prepared in accordance with the Code and UK disclosure requirements, format and style, all of which differ from those generally applicable in the United States.  Sweett's financial statements and all financial information that is included in this announcement, the Offer Document or any other documents relating to the Offer, have been or will be prepared in accordance with International Financial Reporting Standards adopted in the European Union and may not be comparable to the financial statements or other financial information of US companies. The Offer is for the securities of a non-US company which does not have securities registered under Section 12 of the US Securities Exchange Act and the Offer is not subject to the provisions of Section 14(d) of, or Regulation D under, the US Securities Exchange Act. The Offer is made in the United States pursuant to the applicable provisions of Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act, and otherwise in accordance with the requirements of the Code. Accordingly, the Offer is subject to disclosure and other procedural requirements that are different from those applicable under US domestic tender offer procedures and laws.

The receipt of cash pursuant to the Offer by a US holder of Sweett Shares may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each US shareholder of Sweett is urged to consult with his, her or its independent professional adviser regarding any acceptance of the Offer including, without limitation, to consider the tax consequences associated with such holder's acceptance of the Offer.

Neither the US Securities and Exchange Commission nor any other US state securities commission has approved or disapproved the Offer, or passed judgment upon the fairness or merits of the Offer or passed judgment upon the adequacy or completeness of this announcement or the Offer Document. Any representation to the contrary is a criminal offence.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% 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 pm (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 Takeover 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.

Please be aware that addresses, electronic addresses and certain information provided by Sweett Shareholders, persons with information rights and other relevant persons for the receipt of communications from Sweett may be provided to Currie & Brown during the Offer Period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c).

Publication on website and availability of hard copies

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on each of Currie & Brown's and Sweett's websites at www.curriebrown.com and http://www.sweettgroup.com/investors, respectively, by no later than 12.00 noon (London time) on the Business Day following this announcement.  Neither the contents of Currie & Brown's website, nor those of Sweett's website, nor those of any other website accessible from hyperlinks on either Currie & Brown's or Sweett's website, are incorporated into or form part of this announcement.

Contents of this announcement

If you are in any doubt about the contents of this announcement or the action that you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser.


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