Friars 716 Limited Posting of Notice of GM to SWP Shareholders (9924M)

TIDMSWP

RNS Number : 9924M

Friars 716 Limited

20 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

20 October 2016

RECOMMED CASH OFFER

by

FRIARS 716 LIMITED ("FRIARS")

for

SWP GROUP PLC ("SWP")

POSTING OF NOTICE TO SWP SHAREHOLDERS convening A general meeting and notice of COMPULSORY ACQUISITION OF swp SHARES

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.

On 13 October 2016, Friars announced that the Offer had been declared unconditional in all respects and on 17 October 2016 SWP announced that its admission to trading on AIM will be cancelled as from 7.00 am on 14 November 2016.

Notice of general meeting

SWP has today posted a notice to SWP Shareholders convening a general meeting to be held at the offices of Addleshaw Goddard LLP, Milton Gate, 60 Chiswell Street, London, EC1Y 4AG at 11.00 am on 15 November 2016 to approve, amongst other things, a resolution to re-register SWP as a private limited company. The Board of Friars intends to procure that Friars votes in favour of all of the resolutions proposed at the general meeting in respect of all of the SWP Shares held by Friars.

Level of acceptances and compulsory acquisition of SWP Shares

As at 1.00 pm on 19 October 2016, Friars had received valid acceptances of the Offer in respect of 131,030,254 SWP Shares, representing approximately 64.5 percent of the existing issued share capital of SWP and 92.4 percent of the SWP Shares subject to the Offer. Friars has received acceptances or has agreed to acquire, in aggregate, 192,508,378 SWP Shares, representing 94.7 percent of the existing issued share capital of SWP.

Accordingly, Friars has received acceptances of the Offer in respect of more than 90 percent of the SWP Shares to which the Offer relates and more than 90 percent of the voting rights attaching to such shares. Friars therefore 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 been accepted. Compulsory acquisition notices will be sent to the relevant SWP Shareholders in due course.

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.

Settlement of consideration

The consideration to which any SWP Shareholder accepting the Offer is entitled to receive 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

SWP Shareholders may still accept the Offer, which remains open for acceptance 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.

Enquiries:

 
 Alan Walker - Chairman of Friars         Tel: [phone] 
 Cattaneo LLP - Financial adviser         Tel: [phone] 
  to Friars                                0395 
  Charles Cattaneo 
  David Newton 
 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.

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.

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 21 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 20, 2016 02:00 ET (06:00 GMT)