Friars 716 Limited Friars 716 offer for SWP Group PLC first close (5183M)

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RNS Number : 5183M

Friars 716 Limited

14 October 2016

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

14 October 2016

RECOMMED CASH OFFER

by

FRIARS 716 LIMITED ("FRIARS")

for

SWP GROUP PLC ("SWP")

First Closing Date

Introduction

On 21 September 2016, the Board of Friars and the Board of SWP, represented by the Independent SWP Director, announced that they had reached agreement on the terms of a recommended cash offer to be made by Friars to acquire the entire issued share capital of SWP (other than those SWP Shares already agreed to be acquired by Friars) ("Offer"). The full terms and conditions of the Offer and the procedures for acceptance are set out in the offer document published by Friars on 21 September 2016 ("Offer Document"). Defined terms in this announcement shall have the meaning given to them in the Offer Document.

SWP announced on 13 October 2016 that the Offer had been declared unconditional in all respects.

As at the First Closing Date, SWP has received acceptances or has agreed to acquire, in aggregate 182,456,793 SWP Shares, representing 89.8 percent of the existing issued share capital of SWP.

The Offer is being extended and will remain open for acceptances until further notice (and will not, in any event, close before 1.00 pm on 27 October 2016).

Level of acceptances

As at 1.00 pm on 13 October 2016, Friars had received valid acceptances of the Offer in respect of 120,978,669 SWP Shares, representing approximately 59.6 percent of the existing issued share capital of SWP and 85.3 percent of the SWP Shares subject to the Offer. Friars has agreed to acquire, in aggregate, 61,478,124 SWP Shares, representing 30.2 percent of SWP's issued share capital, pursuant to the Share Exchange Agreement referred to in the Offer Document.

Accordingly, as at 1.00pm on 13 October 2016, Friars had either agreed to acquire or had received valid acceptances of the Offer in respect of, in aggregate, 182,456,793 SWP Shares, representing approximately 89.8 percent of the existing issued share capital of SWP, all of which may be counted towards satisfaction of the Acceptance Condition.

The percentages of SWP Shares referred to in this announcement are based on 203,275,006 SWP Shares in issue and 141,796,882 SWP Shares subject to the Offer.

Irrevocable undertakings

As at 1.00 pm on 13 October 2016, Friars had received valid acceptances of the Offer in respect of 54,688,182 SWP Shares (representing approximately 26.9 percent of the existing issued share capital of SWP) from the following SWP Shareholders who gave irrevocable undertakings to accept the Offer:

 
 Name                     Number of SWP   % of SWP Shares 
                           Shares          in issue 
 Alan & Patricia 
  Smith                   21,075,846(1)   10.4 
 Alan Walker              363,000(2)      0.2 
 Colin Stott              252,187 (3)     0.1 
 Seabreeze Enterprises 
  Ltd                     14,042,149      6.9 
 C. Fleet                 6,480,000       3.2 
 A. Hunter                6,275,000       3.1 
 J. Hunter                5,000,000       2.4 
 T. Read                  1,200,000       0.6 
 

Notes:

1. Alan Smith is the registered holder of 19,629,082 SWP Shares. Patricia Elizabeth Smith, his spouse, is the registered holder of 1,446,764 SWP Shares.

2. Rock (Nominees) Limited is the registered holder of 363,000 SWP Shares as nominee for Tower Pension Trustees Limited, the SIPP of Anne Marie Walker, spouse of Alan Walker.

3. Alliance Trust Savings Nominees Limited is the registered holder of 252,187 SWP Shares as nominee for Alliance Trust Savings Limited, Colin Stott's SIPP.

Valid acceptances of the Offer have been received from all SWP Shareholders who gave irrevocable undertakings to accept the Offer.

Settlement of consideration

The consideration to which any SWP Shareholder accepting the Offer is entitled under the Offer will be settled: (i) in the case of valid acceptances received on or before 13 October 2016, on or before 27 October 2016; and (ii) in the case of valid acceptances received after 13 October 2016 but while the Offer remains open for acceptance, within 14 days of such receipt, in each case in the manner described in the Offer Document.

Closing of the Offer and actions to be taken

The Offer will remain open for acceptances until further notice (and will not, in any event, close before 1.00 pm on 27 October 2016).

To accept the Offer in respect of SWP Shares held in certificated form (i.e. SWP Shares NOT held in CREST), the Form of Acceptance must be completed in accordance with the instructions printed thereon and returned as soon as possible to Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands, B63 3DA United Kingdom.

To accept the Offer in respect of SWP Shares held in uncertificated form (i.e. SWP Shares held in CREST), acceptance should be made electronically through CREST so that the relevant TTE Instruction settles as soon as possible. If you are a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE Instruction to Euroclear in relation to your SWP Shares.

Further details of the procedures for the acceptance of the Offer are set out in paragraph 14 of the letter from Friars in Part II of the Offer Document and in Parts C and D of Appendix I of the Offer Document.

A shareholder helpline is available for SWP Shareholders. If you require assistance, please contact Neville Registrars on 0121 585 1131 from within the UK or, if calling from outside the UK, on [phone], between 9.00 am and 5.00 pm Monday to Friday (except UK public holidays). Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes.

Please note that, for legal reasons, the helpline cannot provide advice on the merits of the proposals or give any financial, legal or tax advice.

Interests in SWP Shares

As at 1.00 pm on 13 October 2016, Friars either had agreed to acquire or had received valid acceptances of the Offer in respect of, in aggregate, 182,456,793 SWP Shares, representing approximately 89.8 percent of the existing issued share capital of SWP. As set out above, valid acceptances of the Offer have been received from all SWP Shareholders who gave irrevocable undertakings to accept the Offer.

Save as disclosed in this announcement, as at 1.00 pm on 13 October 2016, neither Friars, nor any person acting in concert with it, was interested in, or had any rights to subscribe for, any relevant securities of SWP, or had any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative or any arrangement in relation to any relevant securities of SWP. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of SWP and any borrowing or lending of any relevant securities of SWP which have not been on-lent or sold and any outstanding irrevocable commitment or letter of intent with respect to any relevant securities of SWP.

AIM cancellation and re-registration of SWP

Having acquired an interest in more than 75 percent of the outstanding voting rights attaching to SWP Shares, Friars intends to procure that SWP will make an application to the London Stock Exchange for the cancellation of the admission to trading on AIM of the SWP Shares. It is expected that such cancellation of admission to trading on AIM will take effect at 7.00 am on 14 November 2016. There is no intention to provide a facility to enable SWP Shares to be traded on any public share trading platform or to list the SWP Shares on an alternative stock exchange.

Any transaction in the SWP Shares undertaken after the cancellation of admission to trading on AIM will only be capable of being undertaken by private sale.

It is intended that a circular will be sent to Shareholders in due course containing a notice convening a general meeting of the Company to approve a resolution to re-register SWP as a private limited company.

The net result of these actions would be for SWP to become a private company with no ability for SWP Shareholders, who have not accepted the Offer, to trade their SWP Shares in the future on a public trading platform.

Compulsory acquisition

If Friars receives acceptances of the Offer in respect of, and/or otherwise acquires, 90 percent or more of the SWP Shares to which the Offer relates and 90 percent or more of the voting rights attaching to such shares, Friars intends to exercise its rights pursuant to sections 974 to 991 of the Companies Act to acquire compulsorily, on the same terms as the Offer, the remaining SWP Shares in respect of which the Offer has not at such time been accepted.

Enquiries:

 
                 Alan Walker - Chairman of Friars    Tel: [phone] 
            Cattaneo LLP - Financial adviser         Tel: [phone] 
             to Friars                                0395 
             Charles Cattaneo 
             David Newton 
            Whitman Howard - Rule 3 Adviser          Tel: [phone] 
             to SWP                                   1234 
             Ranald McGregor-Smith 
             Nick Lovering 
            WH Ireland Limited - Nominated Adviser   Tel: [phone] 
             and Broker to SWP                        6600 
             Tim Feather 
 

Cattaneo LLP is acting exclusively for Friars and no one else and will not be responsible to anyone other than Friars for providing the protections afforded to clients of Cattaneo LLP or for providing advice in relation to any offer or any other matter referred to in this announcement.

Whitman Howard Limited is acting exclusively for Friars and no one else and will not be responsible to anyone other than Friars for providing the protections afforded to clients of Whitman Howard Limited or for providing advice in relation to any offer or any other matter referred to in this announcement.

Further information

This announcement is for information purposes only. It is not intended to and does not constitute, or form part of, an offer or invitation or the solicitation of any offer to sell or purchase any securities or the solicitation of any offer to otherwise acquire, subscribe for, sell or otherwise dispose of any security pursuant to the Offer or otherwise. The Offer is being made solely by means of the Offer Document and, in respect of SWP Shares held in certificated form, the Form of Acceptance, which contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in those documents.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas jurisdictions

SWP Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.

The release, publication or distribution of this announcement in or into jurisdictions other than the United Kingdom may be restricted by law and therefore persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purposes of complying with English 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 jurisdictions outside the United Kingdom.

Unless otherwise determined by Friars or required by the Code and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, into or from a Restricted Jurisdiction or any jurisdiction where to do so would violate the laws in that jurisdiction and no person may accept the Offer if to do so would constitute a violation of the laws in that jurisdiction. Accordingly, unless otherwise determined by Friars or required by the Code and permitted by applicable law and regulation, copies of this announcement and formal documentation relating to the Offer will not be and must not be, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction.

Cautionary note regarding forward--looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Offer and other information published by Friars and SWP contain statements that are or may be forward--looking statements. Forward--looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the respective management of Friars and SWP 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. Actual results may differ materially from those expressed in the forward--looking statements depending on a number of factors, including the satisfaction of the Conditions, future market conditions, the behaviour of other market participants, an adverse change in the economic climate, and the extent to which SWP's business is successfully integrated within Friars, among others. Many of these risks and uncertainties relate to factors that are beyond the relevant company's ability 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.

The forward--looking statements contained in this announcement include statements relating to the expected effects of the Offer on Friars and SWP, the expected timing and scope of the Offer and other statements other than historical facts. All statements other than statements of historical facts included in this announcement may be forward--looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "should", "could", "would", "may", "anticipates", "estimates", "synergy", "cost--saving", "projects", "goal", "strategy", "budget", "forecast" or "might" 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 Friars' or SWP's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Friars' or SWP's business.

All subsequent oral or written forward--looking statements attributable to Friars or SWP or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. The forward--looking statements contained in this announcement are made as of the date hereof and each of SWP and Friars assumes no obligation and does not intend publicly to update or revise these forward--looking statements, whether as a result of future events, new information or otherwise, except as required pursuant to applicable law.

Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of SWP, the SWP Group, Friars or the Friars Group, unless otherwise stated.

Dealing disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one percent 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 p.m. (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (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 one percent 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 p.m. (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 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.

Publication of this announcement

A copy of this announcement (together with any document incorporated by reference) will be available free of charge, subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions, on Friars website at www.friars716.co.uk and on SWP's website at www.swpgroupplc.com by no later than 12 noon on 17 October 2016. For the avoidance of doubt, the contents of these websites are not incorporated into and do not form part of this announcement unless otherwise stated herein. You may request a hard copy of this announcement, and all future documents, announcements and information in relation to the Offer, by writing to Neville Registrars, Neville House, 18 Laurel Lane, Halesowen, West Midlands, B63 3DA, or by calling, between 9.00 a.m. and 5.00 p.m. on Monday to Friday (except UK bank holidays) on 0121 585 1131 (from the UK) or [phone] (if calling from outside the UK). Unless such a request is made, and save as otherwise required by Rule 2.11 of the Code, a hard copy of this announcement (and any information incorporated by reference in it) will not be sent to any person.

Information relating to SWP Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by SWP Shareholders, persons with information rights and other relevant persons for the receipt of communications from SWP may be provided to Friars during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Rounding

Certain figures included in this announcement have been subject to rounding adjustments.

Time

All times shown in this announcement are London times, unless otherwise stated.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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October 14, 2016 02:00 ET (06:00 GMT)