Currie & Brown Hldgs - Offer for Sweett Group PLC declared unconditional
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
RECOMMENDED CASH OFFER
Offer declared unconditional in all respects, extension of the offer
and notice of cancellation of trading of Sweett Shares
Level of acceptances
Number of Sweett Shares
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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.
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
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.
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
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
· Sweett Shareholders that hold their Sweett Shares in uncertificated form (that is, in
To accept the Offer in respect of Sweett Shares in certificated form (that is, not in
To accept the Offer in respect of Sweett Shares in uncertificated form (that is, in
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,
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
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.
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+44 (0) 845 287 8800
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+44 (0) 845 287 8800
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+44 (0) 845 287 8800
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+44 (0) 77 8991 7083
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.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the
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
The Offer is being made for the securities of an English company with a listing on AIM, a market of the
The Offer is made for securities of an English company with a listing on AIM, and Sweett Shareholders in
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.
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
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
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
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 (
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
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