Swan(John) & Sons PLC Posting of Scheme Document (1710X)

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)