TIDMSWJ
RNS Number : 1710X
Swan(John) & Sons PLC
26 August 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
THAT JURISDICTION
FOR IMMEDIATE RELEASE
26 August 2015
RECOMMENDED CASH ACQUISITION WITH SHARE ALTERNATIVE (SUBJECT TO
SCALE-BACK)
FOR JOHN SWAN & SONS P.L.C.
by
H&H GROUP PLC
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
POSTING OF SCHEME DOCUMENT
On 30 July 2015, John Swan and H&H announced a recommended
Cash Acquisition with a Share Alternative (subject to scale-back)
by H&H to acquire the entire issued and to be issued share
capital of John Swan to be implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006.
John Swan is pleased to announced that the scheme document (the
"Scheme Document") containing, amongst other things, the full terms
and conditions of the Scheme, an expected timetable of principal
events and details of the actions to be taken by John Swan
Shareholders, has been published today and is being posted to John
Swan Shareholders.
The Court Meeting is scheduled for 11.00 a.m. on Wednesday 23
September 2015 and the General Meeting for 11.15 a.m. on the same
date.
The expected timetable of principal events is attached as an
Appendix to this announcement. If any of the key dates set out in
the expected timetable change, an announcement will be made through
a Regulatory Information Service.
The procedure for completion of the Forms of Proxy and Form of
Election is set out in the 'Action to be taken' section on pages 3
to 5 of the Scheme Document, and also in the Forms of Proxy and
Form of Election accompanying the Scheme Document.
Unless otherwise defined herein, the terms used in this
announcement shall have the meaning given to them in the Scheme
Document.
Enquiries:
For further information contact:
H&H
Brian Richardson 01228 406330
John Swan
Euan Fernie 0131 225 4681
SPARK (Financial adviser to H&H)
Sean Wyndham-Quin 0113 370 8975
N+1 Singer (Rule 3 adviser to John Swan)
Sandy Fraser/Aubrey Powell 020 7496 3000
Overseas Shareholders
The availability of the Cash Consideration and the Share
Alternative and the release, publication or distribution of this
announcement or availability of the Transaction in jurisdictions
other than the United Kingdom 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,
therefore, inform themselves of, and observe, any applicable legal
or regulatory requirements. In particular, the ability of persons
who are not resident in the United Kingdom to vote their John Swan
Shares with respect to the Scheme at the Court Meeting, or to
execute and deliver Forms of Proxy appointing another to vote at
the Court Meeting on their behalf, may be affected by the laws of
the relevant jurisdiction in which they are located. Any failure to
comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction.
This announcement has been prepared for the purposes of
complying with UK law 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 the United Kingdom.
The Transaction relates to the acquisition of shares of a
Scottish public limited company by an English public limited
company and is proposed to be effected by means of a scheme of
arrangement under Part 26 of the 2006 Act, governed by Scots law.
Accordingly, the Scheme is subject to the disclosure requirements,
rules and practices applicable in the United Kingdom to schemes of
arrangement, which differ from the requirements of, and rules and
practices applicable under, the laws of other jurisdictions outside
the United Kingdom.
Unless otherwise determined by H&H or required by the Code,
and permitted by applicable law and regulation, the Transaction
will not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction and no person may vote in favour of
the Transaction by any such use, means, instrumentality or from
within a Restricted Jurisdiction. Accordingly, copies of this
announcement and all documents relating to the Transaction are not
being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in, into or from any Restricted
Jurisdiction, and persons receiving this announcement or any
documents relating to the Transaction (including, without
limitation, custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in, into or from any
such jurisdictions. If, in future, H&H exercises its right to
implement the Transaction by way of the Takeover Offer, the
Takeover Offer (unless otherwise permitted by applicable law and
regulation) will and may not be 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, state or other securities exchange of any
Restricted Jurisdiction, and the Takeover Offer will not be capable
of acceptance from or within any Restricted Jurisdiction or by any
such use, means, instrumentality or facilities.
Notice to US holders of John Swan Shares
The Transaction relates to the acquisition of shares of a
Scottish public limited company by an English public limited
company and is proposed to be implemented by means of a scheme of
arrangement under Scots law and, in particular, the 2006 Act. A
transaction effected by means of a scheme of arrangement is not
subject to the tender offer rules or the proxy solicitation rules
under the US Exchange Act. Accordingly, the Transaction is subject
to the disclosure requirements of, and rules and practices
applicable in, the United Kingdom to schemes of arrangement which
differ from the disclosure requirements of United States tender
offer and proxy solicitation rules. If, in the future, H&H
exercises the right to implement the Transaction by way of the
Takeover Offer and determines to extend the Takeover Offer into the
United States, the Takeover Offer will be made in compliance with
applicable United States laws and regulations. Financial
information included in this document has been prepared in
accordance with accounting standards applicable in territories
outside the United States that may not be comparable to financial
information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting
principles in the United States.
It may be difficult for US holders of John Swan Shares to
enforce their rights and any claim arising out of US federal laws,
since H&H and John Swan are each located in a non-US
jurisdiction, and some or all of their officers and directors may
be residents of a non-US jurisdiction. US holders of John Swan
Shares may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of the US securities
laws. Further, it may be difficult to compel a non-US company and
its affiliates to subject themselves to a US court's judgment.
A Share Alternative (subject to scale-back) is being made
available to John Swan Shareholders so that John Swan Shareholders
(other than Overseas Shareholders in Restricted Jurisdictions) may
elect to receive H&H Shares in respect of all or any of their
John Swan Shares, instead of the Cash Consideration to which they
would otherwise become entitled upon Completion of the Transaction,
subject to the Maximum Share Amount.
Forward looking statements
This announcement, including information included or
incorporated by reference in this announcement, may contain certain
"forward looking statements" regarding the financial position,
business strategy or plans for future operations of the H&H
Group and the John Swan Group. All statements other than statements
of historical fact included in any document may be forward looking
statements. Forward looking statements also often use words such as
"believe", "expect", "estimate", "intend", "anticipate" and words
of a similar meaning.
By their nature, forward looking statements involve risk and
uncertainty that could cause actual results to differ materially
from those suggested by them. Much of the risk and uncertainty
relates to factors that are beyond the companies' abilities to
control or estimate precisely, such as future market conditions and
the behaviours of other market participants, and therefore undue
reliance should not be placed on such statements which speak only
as at the date of this announcement. Each of the H&H Group, the
John Swan Group, and each of their respective members, directors,
officers or employees, advisers or any person acting on their
behalf, expressly disclaims any intention or obligation to revise
or update these forward looking statements or other statements
contained in this announcement, whether as a result of new
information, future events or otherwise, except as required
pursuant to applicable law.
Neither the H&H Group nor the John Swan Group, nor any of
their respective members, directors, officers or employees,
advisers or any person acting on their behalf, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward looking statements in
this announcement will actually occur.
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August 26, 2015 09:25 ET (13:25 GMT)
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