TIDMCSG
RNS Number : 7282D
Currie & Brown Holdings Ltd
08 July 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
8 July 2016
RECOMMED CASH OFFER
for
Sweett Group plc ("Sweett")
by
Currie & Brown Holdings Limited ("Currie & Brown")
Posting of Offer Document
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").
Currie & Brown announces that the offer document (the "Offer
Document") containing full terms of, and conditions to, the Offer
and the procedures for its acceptance, is being posted today to
Sweett Shareholders, together with the related form of acceptance
(the "Form of Acceptance").
The Offer will initially remain open for acceptance until 1.00
p.m. (London time) on 8 August 2016.
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 the Letter from the Chairman
of Currie & Brown set out in 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 and, in any event, so as to be received by no
later than 1.00 p.m. (London time) on 8 August 2016.
To accept the Offer in respect of Sweett Shares in
uncertificated form (that is, in CREST), Sweet Shareholders should
follow the procedures for electronic acceptance through CREST in
accordance with the instructions set out in paragraph 13 of the
Letter from the Chairman of Currie & Brown set out in Part II
of the Offer Document so that a TTE Instruction settles as soon as
possible and, in any event, no later than 1.00 p.m. (London time)
on 8 August 2016.
The Offer Document, together with the documents listed in
paragraph 11 of Appendix 4 to the Offer Document, shall be made
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, 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.
Further copies of the Offer Document, the Form of Acceptance and
this announcement may be obtained by contacting Equiniti Limited by
way of a 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). Calls to the helpline from outside the UK will be
charged at the applicable international rate. Different charges may
apply to calls from mobile telephones and calls may be recorded and
randomly monitored for security and training purposes. The helpline
cannot provide advice on the merits of the Offer nor give
financial, legal or tax advice.
Capitalised terms used in this announcement have the meanings
given to them in the Offer Document.
Enquiries:
Sweett Group plc
Douglas McCormick - Chief Executive +44 (0) 20 7061
Officer 9000
Patrick Sinclair - Chief Financial +44 (0) 20 7061
Officer 9000
Josephine Guckian - Group Marketing +44 (0) 20 7061
and Communications Director 9000
Stockdale Securities Limited (Sweett's Financial
Adviser)
+44 (0) 20 7061
Tom Griffiths 6100
+44 (0) 20 7061
Ed Thomas 6100
Camarco
+44 (0) 20 3757
Billy Clegg 4980
+44 (0) 20 3757
Georgia Mann 4980
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, which is authorised and regulated 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 or for
providing advice in connection with the Offer or any matter or
arrangement referred to herein.
Stockdale, which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively for Sweett and no one
else in connection with the Offer, the other matters referred to in
this announcement and the Offer Document and will not be
responsible to anyone other than Sweett for providing the
protections afforded to clients of Stockdale 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 subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of an offer to buy any
securities or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Offer or otherwise. The Offer is
being made solely by means of the Offer Document and the Form of
Acceptance accompanying the Offer Document, which together contain
the full terms and conditions of the Offer, including details of
how to accept the Offer.
Any approval, decision or other response to the Offer should be
made only on the basis of the information in the Offer Document and
any accompanying documentation sent by Currie & Brown or Sweett
to Sweett Shareholders. Sweett Shareholders are strongly advised to
read the formal documentation in relation to the Offer.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them. Nothing contained in this announcement shall be
deemed to be a forecast, projection or estimate of the future
financial performance of Sweett or the Sweett Group or Currie &
Brown or the Currie & Brown Group, except where otherwise
expressly stated.
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 rules of the London Stock
Exchange 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) will
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 securities
exchange of any Restricted Jurisdiction, and the Offer will not be
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 this 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 this document.
US Shareholders
The Offer is being 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, or that may be
included in 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 will be 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
being 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 will be 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.
Forward-looking statements
This announcement contains statements about Currie & Brown
and Sweett that are or may be forward-looking statements and which
are prospective in nature. All statements other than statements of
historical fact included in this announcement may be
forward-looking statements. They are based on current expectations
and projections about future events, and are therefore subject to
risks and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the
forward-looking statements. Without limitation, any statements
preceded or followed by or that include the words "targets",
"plans", "believes", "expects", "aims", "intends", "will", "may",
"anticipates", "estimates", "projects" or words or terms of similar
substance or the negative thereof, are forward-looking statements.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of
Currie & Brown's or Sweett's operations and potential synergies
resulting from the Acquisition; and (iii) the effects of government
regulation and global economic conditions on Currie & Brown's
or Sweett's businesses.
Such forward-looking statements involve known and unknown risks
and uncertainties that could significantly affect expected results
and are based on certain key assumptions. Many factors could cause
actual results, performance or achievements to differ materially
from those projected or implied in any forward-looking statements.
Due to such uncertainties and risks, readers are cautioned not to
place undue reliance on such forward-looking statements, which
speak only as of the date hereof. Each of the Sweett Group and the
Currie & Brown Group and each of their respective members,
directors, officers, employees, advisers and persons acting on
their behalf, expressly disclaims any intention or obligation to
update or revise any forward-looking or other statements contained
herein, whether as a result of new information, future events or
otherwise, except as required by applicable law. Except as
expressly provided in this announcement, forward-looking or other
statements have not been reviewed by the auditors of Sweett or
Currie & Brown. All subsequent oral or written forward-looking
statements attributable to any member of the Sweett Group or the
Currie & Brown Group or any of their respective associates,
directors, officers, employees or advisers or any persons acting on
their behalf are expressly qualified in their entirety by the
cautionary statement above. Should one or more of these risks or
uncertainties materialise, or should underlying assumptions prove
incorrect, actual results may vary materially from those described
in this announcement.
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 Sweett 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) Sweett 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 Sweett 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
Sweett or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of Sweett
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) Sweett 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 Sweett 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 Sweett and by
any offeror and Dealing Disclosures must also be made by Sweett, 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 Sweett and the offeror company 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
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ODPEVLFBQDFFBBX
(END) Dow Jones Newswires
July 08, 2016 11:14 ET (15:14 GMT)
Sweett Grp (LSE:CSG)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Sweett Grp (LSE:CSG)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024