TIDMCSG
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
RECOMMED 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 Percentage
Shares
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 +44 (0) 845 287
Officer 8800
+44 (0) 845 287
Ian Fleming - Group Finance Director 8800
Aileen McEwan - Group Marketing +44 (0) 845 287
and Communications Director 8800
London Bridge Capital Infrastructure Limited
(Currie & Brown's Financial Adviser)
+44 (0) 77 8991
Elliott Mannis 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
END
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