Styles & Wood Group PLC Results of Shareholder Meetings (6256E)

TIDMSTY

RNS Number : 6256E

Styles & Wood Group PLC

12 February 2018

RECOMMED CASH OFFER

for

Styles & Wood Group plc

by

Central Square Holdings Limited

Results of Shareholder Meetings

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 offer, pursuant to which Central Square will acquire the entire issued and to be issued ordinary share capital of Styles & Wood ("Acquisition") which will be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 ("Scheme").

The directors of Styles & Wood are pleased to announce that at the Court Meeting and the General Meeting convened in relation to the proposed Scheme held earlier today all resolutions proposed, details of which are set out in the notices of each meeting contained in the scheme document dated 16 January 2018 (the "Scheme Document"), were passed by the requisite majorities and accordingly the Scheme was approved.

A summary of the voting results is set out below.

Court Meeting

At the Court Meeting, a majority in number of the Independent Shareholders present and voting (and entitled to vote), either in person or by proxy, representing over 75 per cent. in value of the Scheme Shares held by such Independent Shareholders, on the poll, voted in favour of the Scheme and, accordingly, the resolution to approve the Scheme was duly passed on a poll vote. Details of the votes cast are as follows:

 
 Result      No. of         Percentage        No. of          Percentage        No. of 
  of the      Independent    of Independent    Independent     of Independent    Independent 
  Court       Shares         Shares            Shareholders    Shareholders      Shares 
  Meeting     voted          voted             who voted       who voted         voted 
                                                                                 as a percentage 
                                                                                 of issued 
                                                                                 ordinary 
                                                                                 share 
                                                                                 capital 
----------  -------------  ----------------  --------------  ----------------  ----------------- 
 FOR            6,034,253            99.96%              28             9.72%             69.44% 
----------  -------------  ----------------  --------------  ----------------  ----------------- 
 AGAINST            2,269             0.04%               1             0.35%              0.03% 
----------  -------------  ----------------  --------------  ----------------  ----------------- 
 TOTAL          6,036,522           100.00%              29            10.07%             69.46% 
----------  -------------  ----------------  --------------  ----------------  ----------------- 
 

The total number of Independent Shares in issue at the Voting Record Time was 8,598,340.

General Meeting

At the General Meeting, the Scheme Resolutions, as set out in the notice of the General Meeting contained in Part 11 of the Scheme Document, were duly passed on a poll vote. Details of the votes cast are as follows:

 
                      FOR               AGAINST         TOTAL     WITHHELD* 
-----------  --------------------  ----------------  ----------  ---------- 
 Resolution    No. of      % of     No. of    % of     No. of      No. of 
                votes      votes     votes    votes     votes       votes 
-----------  ----------  --------  -------  -------  ----------  ---------- 
     1        6,039,594   100.00%        0    0.00%   6,039,594           0 
-----------  ----------  --------  -------  -------  ----------  ---------- 
     2        6,039,594   100.00%        0    0.00%   6,039,594           0 
-----------  ----------  --------  -------  -------  ----------  ---------- 
     3        6,039,594   100.00%        0    0.00%   6,039,594           0 
-----------  ----------  --------  -------  -------  ----------  ---------- 
     4        6,039,594   100.00%        0    0.00%   6,039,594           0 
-----------  ----------  --------  -------  -------  ----------  ---------- 
     5^       6,031,963   100.00%        0    0.00%   6,031,963         500 
-----------  ----------  --------  -------  -------  ----------  ---------- 
 

*A withheld vote is not a vote in law and, accordingly, is not counted in the calculation of the proportion of votes "For" and "Against" the resolution concerned. Any proxy appointments which gave discretion to the Chairman have been included in the vote "For" total.

^ Only the Independent Shareholders were permitted to vote on Resolution 5, being the Ordinary Resolution to approve the Management Arrangements.

The total number of Styles & Wood Ordinary Shares in issue at the Voting Record Time was 8,690,328.

Next Steps and Expected Timetable

Completion of the Acquisition remains conditional on the satisfaction or waiver of the remaining Conditions set out in the Scheme Document, including the Court's sanction of the Scheme and the delivery of a copy of the Court Order to the Registrar of Companies.

On the basis of the current indicative timetable for the Scheme and subject to the Court sanction of the Scheme, the Scheme is expected to become Effective on 8 March 2018 (the "Effective Date"), the last day of dealings in, and for registration of transfers of, Styles & Wood Ordinary Shares will be 6 March 2018. At 7.00 a.m. on 9 March 2018, the admission of Styles & Wood Ordinary Shares to trading on AIM is expected to be cancelled.

Following the Effective Date, share certificates in respect of Styles & Wood Ordinary Shares will cease to be valid and entitlements to Styles & Wood Ordinary Shares held within the CREST system will be cancelled.

If the Scheme becomes Effective on the Effective Date, it will be binding on all holders of Styles & Wood Ordinary Shares, including any holders of Styles & Wood Ordinary Shares who did not attend or vote at the Court Meeting and/or the General Meeting to approve the Scheme.

A copy of this announcement and the amended articles of association of Styles & Wood (as amended by Resolution 1) will be available for inspection on the website of Styles & Wood at: http://www.stylesandwood-group.co.uk later today.

The expected timetable of principal events is set out below. All times shown in this document are London times unless otherwise stated:

 
 Event                                      Time and/or date 
 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.

Enquiries:

 
 
 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 
 
 Numis (Financial Adviser to Central      Tel [phone] 
  Square)                                  1000 
 Stuart Skinner 
  Kevin Cruickshank 
 
 

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 26.1 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.

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this announcement, free of charge, by contacting Shore Capital on [phone]. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

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].

Inside information

The information contained within this announcement is deemed by Styles & Wood Group Plc to constitute inside information as stipulated under the Market Abuse Regulation (EU) No.596/2014. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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February 12, 2018 09:38 ET (14:38 GMT)