Swan(John) & Sons PLC Court Sanction of the Scheme of Arrangement (1281C)

TIDMSWJ

RNS Number : 1281C

Swan(John) & Sons PLC

13 October 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 OR REGULATIONS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

13 October, 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

COURT SANCTION OF THE SCHEME OF ARRANGEMENT

The Boards of John Swan and Sons P.L.C. ("John Swan") and H&H Group PLC ("H&H") are pleased to announce that the scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") in order to effect the recommended acquisition of John Swan by H&H (the "Acquisition") was today sanctioned by the Court.

Following an application by John Swan to the London Stock Exchange, admission of the John Swan Shares to trading on AIM is expected to be cancelled by no later than 8.00 a.m. (London time) on 16 October 2015.

It is anticipated that the Scheme will become effective on 14 October 2015 once a certified copy of the Court Order has been registered with the Registrar of Companies. The expected timetable for the implementation of the Scheme is attached to this announcement.

Note that capitalised terms used in this announcement but not defined have the same meaning as in the Scheme Document. This announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on John Swan's website at www.johnswan.co.uk. You may request a hard copy of this announcement by contacting the Company Secretary of John Swan during business hours on 0131 225 4681 or by submitting a request in writing to the Company Secretary of John Swan at 6 St Colme Street, Edinburgh EH3 6AD.

Enquiries:

 
 John Swan and Sons P.L.C.    (via N+1 Singer) 
  Euan Fernie 
---------------------------  --------------------- 
 N+1 Singer (Rule 3 Adviser   Tel. [phone] 
  to John Swan)                3000 
  Sandy Fraser 
  Richard Salmond 
---------------------------  --------------------- 
 

Nplus1 Singer LLP ("N+1 Singer"), which is authorised and regulated by the Financial Conduct Authority, is acting for the Company as financial adviser and broker in relation to the Transaction and is not acting for any other person in relation to the Transaction. N+1 Singer will not be responsible to anyone other than Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or the Transaction or any other arrangement referred to herein.

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, 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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following dates are provided by way of indicative guidance only and are subject to change. John Swan will give adequate notice of all of these dates, when known, by issuing an announcement through a Regulatory Information Service. Further updates or changes to other times or dates indicated below shall, at John Swan' discretion, be notified in the same way.

 
 Latest time for withdrawal       1.00 p.m. on 
  of Elections in respect          9 October 2015 
  of the Share Alternative 
  (subject to scale-back) 
 Latest time for receipt          5.00 p.m. on 
  of GREEN Forms of Election       9 October 2015 
  for Elections under 
  the Share Alternative 
  (subject to scale-back) 
 Last day of dealings             12 October 
  in, and for registration         2015 
  of transfers of, and 
  disablement in CREST 
  of, John Swan Shares 
 Scheme Record Time               6.00 p.m. on 
                                   12 October 
                                   2015 
 Suspension of dealings,          By 7.30 a.m. 
  settlements and transfers        on 13 October 
  in, John Swan Shares             2015 
 Court Hearing to sanction        13 October 
  the Scheme                       2015 
 Expected Effective               14 October 
  Date of the Scheme               2015 
 Despatch of cheques              Within 14 days 
  in respect of Cash               of the Effective 
  Consideration or CREST           Date 
  accounts credited in 
  respect of Cash Consideration 
  and despatch of share 
  certificates for New 
  H&H Shares 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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October 13, 2015 10:05 ET (14:05 GMT)