Styles & Wood Group PLC Posting of Scheme Document (0492C)

TIDMSTY

RNS Number : 0492C

Styles & Wood Group PLC

16 January 2018

RECOMMED CASH OFFER

for

Styles & Wood Group plc

by

Central Square Holdings Limited

to be implemented pursuant to a scheme of arrangement under Part 26 of the Companies Act 2006

Posting of Scheme Document

On 21 December 2017, the board of directors of Central Square Holdings Limited ("Central Square") and the independent directors of Styles & Wood Group plc ("Styles & Wood") announced that they had reached agreement on the terms of a recommended acquisition, pursuant to which Central Square will acquire the entire issued and to be issued ordinary share capital of Styles & Wood (the "Acquisition") which will be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 ("Scheme").

The board of directors of Central Square and the independent directors of Styles & Wood are pleased to announce that the scheme document in relation to the Acquisition (the "Scheme Document") is today being posted to Scheme Shareholders, containing, amongst other things, the full terms and conditions of the Acquisition, an explanatory statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events, notices of the Court Meeting and General Meeting and details of the actions to be taken by Scheme Shareholders, together with the Forms of Proxy for the Scheme Meetings. Styles & Wood is also posting the Scheme Document to participants in the Styles & Wood Share Schemes, together with details of the proposals being made to such participants.

Notices of the Court Meeting and General Meeting

As further detailed in the Scheme Document, to become Effective, the Scheme requires the approval of the Independent Shareholders by the passing of a resolution at the Court Meeting. The resolution must be approved by a majority in number of the Independent Shareholders present and voting (and entitled to vote), either in person or by proxy, representing not less than 75 per cent. of the Scheme Shares held by such Independent Shareholders.

The Scheme is also conditional upon the passing of any resolutions at the General Meeting (other than the Re-Registration Resolution) required to give effect to the Scheme including the approval by the Independent Shareholders of the Management Arrangements by an ordinary resolution taken on a poll. The General Meeting will be held immediately after the Court Meeting. In respect of the resolutions at the General Meeting, Styles & Wood Ordinary Shareholders who are permitted to vote on such resolutions will be entitled to cast one vote for each Styles & Wood Ordinary Share held. The Re-Registration Resolution is not required in order for the Scheme to become Effective.

Notices convening the Court Meeting and the General Meeting, each of which will be held at the office of Styles & Wood Group plc, Cavendish House, Cross Street, Sale, United Kingdom M33 7BU on 12 February 2018 are set out in the Scheme Document. The Court Meeting will start at 11.00 a.m. on 12 February 2018 and the General Meeting will start at 11.15 a.m. on that date (or as soon thereafter as the Court Meeting has been concluded or adjourned). Forms of Proxy for use at such Meetings are enclosed with the Scheme Document.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the court may be satisfied that there is a fair and reasonable representation of the opinion of Scheme Shareholders. Scheme Shareholders are therefore strongly encouraged to complete, sign and return their Forms of Proxy (or appoint a proxy online or through the crest electronic proxy appointment service) as soon as possible in accordance with the instructions for so doing.

Cancellation of admission of Styles & Wood shares to trading on AIM and re-registration

If the Scheme becomes Effective in accordance with its terms and all Conditions to the Offer are satisfied or (if capable of waiver) waived, it is currently expected that trading on AIM of Styles & Wood Ordinary Shares will be suspended at 7.30 a.m. on 8 March 2018 and subsequently cancelled from admission to trading on AIM at 7.00 a.m. on 9 March 2018. It is also intended that on, or shortly after, the Effective Date, Styles & Wood will be re-registered as a private limited company under the relevant provisions of the Companies Act 2006.

Timetable

The current expected timetable of principal events for the implementation of the Scheme is set out below and in the Scheme Document. If any of the key dates set out in the expected timetable changes, an announcement will be made through a Regulatory Information Service.

 
            EXPECTED TIMETABLE OF PRINCIPAL EVENTS 
 
      The following indicative timetable sets out expected 
        dates for the implementation of the Scheme. All 
         times shown in this document are London times 
                    unless otherwise stated. 
 Event                                        Time and/or date 
 Publication of Scheme Document                16 January 2018 
 Voting Record Time for the Court               6.00 p.m. on 8 
  Meeting and the General Meeting                February 2018 
  Latest time for lodging Forms 
  of Proxy for the: 
 Court Meeting (blue form)                     11.00 a.m. on 8 
                                                 February 2018 
 General Meeting (white form)                  11.15 a.m. on 8 
                                                 February 2018 
 Court Meeting                                11.00 a.m. on 12 
                                                 February 2018 
 General Meeting                              11.15 a.m. on 12 
                                                 February 2018 
 The following dates are indicative only and are 
  subject to change: 
 Court Hearing                                 A date expected 
                                            to be in the first 
                                               quarter of 2018 
 Last day of dealings in, and                     6 March 2018 
  for registration of transfers 
  of Styles & Wood Ordinary Shares 
 Dealings in Styles & Wood Ordinary       7.30 a.m. on 8 March 
  Shares suspended                                        2018 
 Scheme Record Time                       6.00 p.m. on 8 March 
                                                          2018 
 Expected Effective Date of                       8 March 2018 
  the Scheme 
 Cancellation of admission to             7.00 a.m. on 9 March 
  trading of Styles & Wood Ordinary                       2018 
  Shares on AIM 
 Latest date for despatch of                 14 days after the 
  cheques or settlement through                 Effective Date 
  CREST in respect of the Cash 
  Consideration 
 Long Stop Date, being the latest                  21 May 2018 
  date by which the Scheme must 
  be implemented 
 
 

All times shown in this document are London times unless otherwise stated.

Capitalised terms in this announcement (the "Announcement"), unless otherwise defined, have the same meanings as set out in the Scheme Document. Copies of this announcement and the Scheme Document will be available free of charge (subject to certain restrictions relating to persons in certain overseas jurisdictions) on Styles & Wood's website at http://www.Stylesandwood-group.co.uk up to and including the Effective Date. The contents of this website are not incorporated into, and do not form part of, this announcement.

Enquiries

 
 Numis (Financial Adviser to Central      Tel [phone] 
  Square)                                  1000 
 Stuart Skinner 
  Kevin Cruickshank 
 
 Styles & Wood Group plc                  Tel 0161 
  Tony Lenehan, Chief Executive Officer    926 6000 
  Philip Lanigan, Group Finance Officer 
 Shore Capital (Financial Adviser,        Tel [phone] 
  Nominated Adviser and Broker to          4090 
  Styles & Wood) 
  Edward Mansfield / Mark Percy 
 FTI Consulting (PR Adviser to Styles     Tel [phone] 
  & Wood)                                  1000 
  James Styles / Georgina Goodhew 
 

Disclaimer

Shore Capital and Corporate Limited, which is authorised and regulated by the Financial Conduct Authority, is acting exclusively as financial adviser to Styles & Wood for the purposes of Rule 3 of the Code and no one else in connection with the Offer and Shore Capital and Corporate Limited will not be responsible to anyone other than Styles & Wood for providing the protections afforded to its clients or for providing advice in connection with the contents of this Announcement or any matter referred to herein.

Numis Securities Limited, which is authorised and regulated by the Financial Conduct Authority, is acting exclusively as financial adviser to Central Square and no one else in connection with the Offer. Numis Securities Limited will not be responsible to anyone other than Central Square for providing the protections afforded to its clients or for providing advice in connection with the contents of this Announcement or any matter referred to herein.

Further information

This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of 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 Scheme Document which contains the full terms and Conditions of the Offer, including details of how to vote at the Court Meeting and the General Meeting. Any response to the Offer should be made only on the basis of information contained in the Scheme Document. Scheme Shareholders are advised to read the formal documentation in relation to the Offer carefully once received.

This Announcement has been prepared for the purposes of complying with English law, the AIM Rules for Companies as published by the London Stock Exchange and the Takeover 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 and regulations of any jurisdiction outside the United Kingdom.

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, and publication of this Announcement shall not give rise to any implication that there has been no change in the facts set out in this Announcement since such date.

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom and the ability of Scheme Shareholders who are not resident in the United Kingdom to participate in the Offer may be affected by the laws of such relevant jurisdictions. Therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Scheme Shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to Overseas Shareholders are contained in the Scheme Document.

Unless otherwise determined by Central Square or required by the Takeover Code, the Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of, any Restricted Jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this Announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this Announcement and/or the Scheme Document and/or any other related document to a jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

The availability of the Offer to Scheme 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 requirements.

The Offer is subject to the applicable requirements of the Takeover Code, the Panel and the London Stock Exchange.

Publication on websites and availability of hard copies

In accordance with Rule 30.4 of the Code, a copy of this document will be available free of charge on the Styles & Wood website at www.stylesandwoodgroup.co.uk by no later than 12 noon (London time) on the Business Day following the publication of this document (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions). Save as expressly referred to in this Announcement, the contents of the websites referred to in this document nor the contents of any other website accessible from hyperlinks on such websites are not incorporated into and do not form part of this document.

You may request:

-- a hard copy of this document and/or any document or information incorporated into this document by reference, free of charge, by contacting the Company Secretary of Styles & Wood during business hours on [phone] or by submitting a request by email to [e-mail] or by submitting a request in writing to the Company Secretary of Styles & Wood at Cavendish House, Cross Street, Sale, United Kingdom M33 7BU; and

-- a hard copy of this document and/or any document or information incorporated into this document by reference, free of charge, by contacting Shore Capital on [phone] or Numis on [phone].

For persons who receive a copy of this document in electronic form or via a website notification, a hard copy of this document will not be sent unless so requested. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 3.30pm (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30pm (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 per cent. 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 3.30pm (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 Panel's website at http://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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

This information is provided by RNS

The company news service from the London Stock Exchange

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January 16, 2018 10:53 ET (15:53 GMT)