leadf
logo-loader
RNS
viewSweett Group

Currie & Brown Hldgs - Offer for Sweett Group PLC: Squeeze-out

RNS Number : 9329H
Currie & Brown Holdings Ltd
23 August 2016
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

23 August 2016

RECOMMENDED CASH OFFER

FOR

SWEETT GROUP PLC ("SWEETT")

BY

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

SQUEEZE-OUT OF OUTSTANDING SWEETT SHARES

On 9 August 2016 Currie & Brown announced that the recommended cash offer to acquire the entire issued and to be issued share capital of Sweett had been declared unconditional in all respects.

As at 3.00 p.m. on 22 August 2016, the latest practicable date prior to the making of this announcement, Currie & Brown had received valid acceptances in respect of 66,192,323 Sweett Shares, representing 92.71 per cent. in value and 92.71 per cent. in voting rights of Sweett.

Consequently, Currie & Brown is today implementing the procedure under Chapter 3 of Part 28 of the Companies Act 2006 to squeeze out all of the outstanding Sweett Shares which it does not already hold or has not already acquired, contracted to acquire or in respect of which it has not already received valid acceptances.

The Offer for the entire issued and to be issued share capital of Sweett, as set out in the Offer Document, will remain open for acceptance until further notice.

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 quotation 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 quotation 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 StatesSweett'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.

Publication on website

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Currie & Brown's website at www.curriebrown.com 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 any other website accessible from hyperlinks on Currie & Brown'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
 
END
 
 
OFFEADPDALAKEFF

Quick facts: Sweett Group

Price: -

Market: AIM
Market Cap: -
Follow

Create your account: sign up and get ahead on news and events

NO INVESTMENT ADVICE

The Company is a publisher. You understand and agree that no content published on the Site constitutes a recommendation that any particular security, portfolio of securities, transaction, or investment strategy is...

FOR OUR FULL DISCLAIMER CLICK HERE