TIDMSWP
RNS Number : 3849K
Friars 716 Limited
21 September 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
21 September 2016
RECOMMED CASH OFFER
by
FRIARS 716 LIMITED ("FRIARS")
for
SWP GROUP PLC ("SWP")
Summary
-- The Board of Friars and the Board of SWP, represented by the
Independent SWP Director, are pleased to announce that they have
reached agreement on the terms of a recommended cash offer to be
made by Friars for all SWP Shares, other than the SWP Shares Friars
has agreed to acquire from the directors of Friars and their
connected parties ("Offer").
-- Friars is a new company that has been set up by Alan Walker,
Colin Stott, David Pett and Martin Bell, who are all directors of
SWP, ("Management Team") for the purposes of making the Offer.
-- Under the terms of the Offer, which is subject to the terms
and further conditions set out in Appendix I of this Announcement,
SWP Shareholders will be entitled to receive:
For each SWP Share held: 9 pence in cash ("Offer Price")
-- The Offer values the existing issued share capital of SWP at
approximately GBP18.3 million.
-- The Offer Price represents a premium of approximately:
- 50.0 percent to the Closing Price per SWP Share of 6.00 pence
on 20 September 2016 (being the last Business Day prior to the date
of this Announcement); and
- 52.8 percent to the average Closing Price per SWP Share of
5.89 pence, being the average Closing Price per SWP Share on each
of the Business Days in the six months prior to 20 September 2016
(being the last Business Day prior to the date of this
Announcement).
-- For the year ended 30 June 2015 SWP made a profit after tax,
but before discontinued activities of GBP1.7 million (2014: GBP1.2
million) and a loss of GBP0.4 million after discontinued
activities. SWP had net assets of GBP14.3 million (2014: GBP14.9
million) as at 30 June 2015.
-- Friars has entered into a Share Exchange Agreement under
which it has agreed to acquire 61,478,124 SWP Shares representing
approximately 30.2 percent of the Issued SWP Shares from the
Management Team and certain of their connected parties upon the
Offer becoming, or being declared, unconditional in all
respects.
-- The Independent SWP Director (being Alan Smith), who has been
so advised by Whitman Howard, considers the terms of the Offer to
be fair and reasonable. In providing advice to him in relation to
the financial terms of the Offer, Whitman Howard has taken into
account the commercial assessments of the SWP Directors. Whitman
Howard is providing independent financial advice for the purposes
of Rule 3 of the Code. The Independent SWP Director intends to
recommend that SWP Shareholders accept the Offer, as the
Independent SWP Director has irrevocably undertaken to do or
procure to be done in respect of his own beneficial holdings and
the holdings of his immediate family, close relatives and related
trusts/entities, such holdings amounting to, in aggregate,
21,075,846 SWP Shares, representing approximately 10.4 percent of
the Issued SWP Shares.
-- Including the irrevocable undertaking received from the
Independent SWP Director referred to above, Friars has received
irrevocable undertakings to accept the Offer in respect of a total
of 54,688,182 SWP Shares representing approximately 26.9 percent of
the Issued SWP Shares. Therefore in aggregate SWP has agreed to
acquire or has irrevocable undertakings to accept the Offer in
respect of 116,166,306 SWP Shares representing 57.2 percent of the
Issued SWP Shares.
-- The Offer will be conditional upon, amongst other things,
Friars receiving valid acceptances (which have not been withdrawn)
in respect of SWP Shares which, together with the SWP Shares
acquired, or agreed to be acquired, by Friars before or during the
Offer Period (whether pursuant to the Offer or otherwise) will
result in Friars holding SWP Shares carrying, in aggregate, 75
percent or more (or such lower percentage as Friars may, subject to
the Code, decide) of the voting rights then normally exercisable at
general meetings of SWP.
-- Friars intends, upon the Offer becoming wholly unconditional
and subject to Friars then owning 75 percent of the SWP Shares, to
take the necessary actions to cancel the admission to trading on
AIM of the SWP Shares and 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 those SWP Shareholders who
have not accepted the Offer to trade their SWP Shares in the future
on a public trading platform.
Commenting on the Offer, Alan Walker, Chairman of Friars
said:
"SWP is too small to benefit from maintaining a public quotation
and AIM has not provided SWP's shareholders with sufficient
liquidity, with some feeling trapped. As a private company, SWP
will be better able to weather the feast and famine nature
associated with transacting a small number of large projects. I
therefore believe that the Offer is in the best interests of
shareholders as a whole and I look forward with great optimism to
working with all stakeholders to continue the successful
development of the business."
Commenting on the Offer, Alan Smith, Independent SWP Director
said:
"I am pleased to recommend this offer to shareholders of SWP.
The principal operating companies of SWP, being Fullflow and Ulva,
are profitable and, in my opinion, well regarded by their peers and
customers. However, it is my opinion that the market capitalisation
of SWP does not reflect either its financial progress or the
continued efforts of my colleagues and that SWP's public quotation
is no longer beneficial to its stakeholders, particularly given the
very low levels of liquidity in the Company's shares. The offer
from Friars gives shareholders a chance to realise value from their
investment at a significant premium to the recent share price,
while safeguarding the existing employment rights of SWP
employees."
This summary should be read in conjunction with the full text of
the following Announcement including the Appendices. The Offer will
be subject to the conditions and principal further terms set out in
Appendix I to this Announcement and to the full terms and
conditions that will be set out in the Offer Document and, in
respect of SWP Shares held in certificated form, the Form of
Acceptance.
It is intended that the Offer Document and the Form of
Acceptance containing further details of the Offer will be
despatched to SWP Shareholders (other than to persons in a
Restricted Jurisdiction) as soon as practicable and, in any event,
not later than 28 days after the date of this Announcement (unless
agreed otherwise with the Panel).
Appendix II sets out details of the interests of the Management
Team in SWP Shares. Appendix III sets out details of irrevocable
undertakings which have been received by Friars. Appendix IV sets
out the sources and bases of certain financial and other
information contained in this Announcement. Appendix V contains the
definitions of certain terms used in this Announcement.
In accordance with Rule 2.9 of the Code, SWP confirms that it
has 203,275,006 ordinary shares of 0.5 pence each in issue. SWP
Shares are currently traded on AIM and SWP's International
Securities Identification Number is GB00B010NX28.
The information communicated in this Announcement is inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) No. 596/2014.
Enquiries:
Alan Walker - Chairman of Friars Tel: 01353 723270
Cattaneo LLP - Financial adviser Tel: 0121 616
to Friars 0395
Charles Cattaneo
David Newton
Alan Smith - Independent SWP Tel: 01353 723270
Director
Whitman Howard - Rule 3 Adviser Tel: 0207 659
to SWP 1234
Ranald McGregor-Smith
Nick Lovering
WH Ireland Limited - Nominated Tel: 0113 394
Adviser and Broker to SWP 6600
Tim Feather
Cattaneo is acting exclusively as financial adviser to Friars
and no one else in connection with the Offer. Cattaneo will not be
responsible to anyone other than Friars for providing the
protections afforded to its clients or for providing advice in
relation to the Offer or any other matter referred to in this
Announcement or otherwise.
Whitman Howard is acting exclusively for SWP and no one else in
connection with the Offer and will not be responsible to anyone
other than SWP for providing the protections afforded to clients of
Whitman Howard nor for providing advice in relation to the Offer or
any other matter referred to in this Announcement or otherwise.
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 will be made solely by means
of the Offer Document and, in respect of SWP Shares held in
certificated form, the Form of Acceptance, which will 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 +44
(0)20 7638 0129 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 22 September 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 +44 121 585 1131 (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.
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
21 September 2016
RECOMMED CASH OFFER
by
FRIARS 716 LIMITED ("FRIARS")
for
SWP GROUP PLC ("SWP")
1. Introduction
The Board of Friars and the Board of SWP, represented by the
Independent SWP Director, are pleased to announce that they have
reached agreement on the terms of a recommended cash offer to be
made by Friars for the entire issued share capital of SWP (other
than for those SWP Shares already agreed to be acquired by Friars)
to be implemented by means of a takeover offer within the meaning
of Part 28 of the Companies Act. Friars is a newly incorporated
company formed by the Management Team for the purpose of making the
Offer. Further information in relation to Friars and the Management
Team is set out in paragraph 3 of this Announcement.
2. Summary of the terms of the Offer
Friars is offering to acquire, subject to certain Conditions and
further terms set out in Appendix I of this Announcement and to the
full terms and conditions to be set out in the Offer Document and,
in respect of SWP Shares held in certificated form, the Form of
Acceptance, all of the SWP Shares (other than those SWP Shares
already agreed to be acquired by Friars) on the following
basis:
for each SWP Share: 9 pence in cash
The Offer Price values the total issued share capital of SWP at
approximately GBP18.3 million, and represents a premium of
approximately:
-- 50.0 percent to the Closing Price per SWP Share of 6.00 pence
on 20 September 2016 (being the last Business Day prior to the date
of this Announcement); and
-- 52.8 percent to the average Closing Price per SWP Share of
5.89 pence, being the average Closing Price per SWP Share on each
of the Business Days in the six months prior to 20 September 2016
(being the last Business Day prior to the date of this
Announcement).
The SWP Shares subject to the Offer will be acquired pursuant to
the Offer fully paid and free from all liens, charges, equitable
interests, encumbrances, rights of pre-emption and any other rights
and interests of any nature whatsoever and together with all rights
now and hereafter attaching thereto, including voting rights and
the right to receive and retain in full all dividends and other
distributions (if any) declared, made or paid on or after the date
of the Announcement.
The Offer is conditional upon, amongst other things, Friars
receiving valid acceptances (which have not been withdrawn) in
respect of SWP Shares which, together with the SWP Shares acquired,
or agreed to be acquired, by Friars before or during the Offer
Period (whether pursuant to the Offer or otherwise) will result in
Friars holding SWP Shares carrying, in aggregate, 75 percent or
more (or such lower percentage as Friars may, subject to the Code,
decide) of the voting rights then normally exercisable at general
meetings of SWP.
3. Information on Friars and background to and reasons for the Offer
Friars is a private limited company registered in England and
Wales, which was incorporated on 11 July 2016 and which has been
formed for the purposes of making the Offer. As at the date of this
Announcement, Friars is wholly owned by the Management Team, being
Alan Walker, Colin Stott, David Pett and Martin Bell, who are also
its four directors.
The Management Team believe that SWP is too small to benefit
from its shares being traded on AIM. In their opinion, the share
price does not fully reflect the value of SWP's business and, in
addition, the SWP Shares are illiquid, which provides very few
opportunities for SWP Shareholders to realise value from their
shares. Furthermore, SWP's quotation on AIM incurs significant
costs and regulatory burdens and the Management Team do not believe
that the quotation on AIM adds sufficient commercial benefit to
justify the costs involved. The Management Team therefore intends
to seek to have SWP's quotation on AIM cancelled and for SWP to be
re-registered as a private company as a result of the Offer
becoming wholly unconditional.
The Management Team also believe that SWP is unsuited to a
public quotation due to the nature of its operations. SWP's
activities, across both the Fullflow and Ulva businesses, are
difficult to predict. Despite the solid underlying trading of these
businesses, it is the Management Team's view that the Offer Price
affords SWP Shareholders the opportunity to realise a value for
their SWP Shares which is at a very significant premium to the
recent share price and one which is unlikely to be achieved in any
other scenario for the foreseeable future.
Management Team biographies are provided below.
Alan Walker is the Executive Chairman of SWP. He qualified as a
Chartered Accountant in 1974 with KPMG and worked with Price
Waterhouse in Paris. He holds a number of non-executive
directorships and has over 25 years' commercial and industrial
experience of international business, including cross-border
mergers and acquisitions.
Colin Stott is the SWP Group Managing Director. He completed his
engineering apprenticeship with BICC and has twenty seven years'
international general management experience with companies
including GEC Alsthom, Bunzl/Filtrona and in private equity. He has
operated from bases in the UK, USA and Canada.
David Pett is the Director of Finance for SWP. He worked for a
firm of Chartered Accountants affiliated to Coopers and Lybrand,
before moving into industry where he has been engaged for over 20
years. He has wide experience in industry and commerce including
working for Swedish multinationals in both the UK and North
America.
Martin Bell is a Non-Executive Director of SWP. He is also a
director of Castle View International Holdings Limited, the
ultimate holding company for a number of businesses involved in
food manufacturing, food supply, catering consultancy, the
provision of contract catering services, and the management of
sports and leisure centres. Martin obtained a BSc degree from
Aberdeen University, then an MSc in Agricultural Economics from
London University.
4. Background to and reasons for the recommendation
SWP's shares have been traded on AIM since June 2002 and the
current management team has been in place since 2010. There have,
of course, been a number of changes to the activities of the SWP
Group during that time, but the current format of the SWP Group,
focusing on the Fullflow group ("Fullflow") and Ulva Insulation
Systems ("Ulva"), has been in place since March 2015.
Fullflow and Ulva are both, in the opinion of the Independent
SWP Director, well regarded by their peers and customers and both
are profitable. The Independent SWP Director believes that both
require high levels of technical knowledge and specialist
experience and both employ outstanding people. However, both are
small, specialist businesses which are project based and which will
rise and fall in line with the economic activity in their
respective sectors.
For the many years in which he has been proud to serve as a
non-executive director of SWP, the Independent SWP Director has
considered whether it is in the interests of the shareholders and
other stakeholders of SWP for the Company's shares to be traded on
AIM. There is no doubt that having shares traded on AIM can bring
significant benefits to certain companies, particularly those that
require access to capital either to fund their operations or to
support an acquisition strategy, or those for whom the additional
prestige of a public quotation adds to their commercial prospects.
It can also motivate staff, through transparent pricing of
share-based incentive schemes. Equally, it is well documented that
there are costs associated with the maintenance of a public
quotation and, perhaps more importantly, that so doing requires
considerable management time.
SWP, as a small company whose operations are not driven by
acquisition, has not had cause to access the capital markets for a
number of years. SWP's market capitalisation was, prior to the date
of this Announcement, approximately GBP12.2 million. Since January
2015, and despite the tireless efforts of SWP's management and
employees, SWP's share price has been largely in decline.
It is the view of the Independent SWP Director that this share
price performance does not reflect the quality of the work done by
SWP or the financial progress that is being made. However, it does
entirely reflect the unsuitability of SWP for the public markets.
Put simply, SWP is too small for the public markets. The absence of
'liquidity events' such as acquisitions or fundraisings, does not
give opportunity for new shareholders, particularly institutional
shareholders, to take a meaningful position in the shares. SWP does
not have the right profile to attract significant interest from the
equity research community. Crucially, there is a very limited
volume of trading in the Company's shares, which affords SWP
Shareholders very few opportunities to realise value from their
shares.
Perhaps most importantly, SWP is, in the view of the Independent
SWP Director, unsuited to a public quotation because of the nature
of its operations. SWP's activities, across both businesses, are
difficult to predict and rely on new construction projects with
large companies rather than regular and recurring business. Despite
the solid underlying trading of both Fullflow and Ulva, it is the
Independent SWP Director's view that the Offer Price affords SWP
Shareholders the opportunity to realise a value for their SWP
Shares which is at a very significant premium to the recent share
price and one which is unlikely to be achieved in any other
scenario for the foreseeable future.
In considering the merits of the Offer, the Independent SWP
Director has taken into account:
-- the level of the Offer, which provides SWP Shareholders an
exit opportunity with certainty of value at a premium to SWP's
recent share price;
-- the lack of liquidity in SWP Shares and the fact that the
Offer provides SWP Shareholders with an opportunity to realise
their investment in the SWP Group wholly for cash;
-- the confirmations received from Friars regarding the
safeguarding of the existing employment rights of SWP Group
employees and its plans for the business of the SWP Group; and
-- the level of irrevocable support for the Offer from certain
SWP Shareholders, as detailed in paragraph 9 below together with
the existing interests of the Management Team and their connected
parties in the Company's share capital.
5. Information on SWP
SWP was incorporated on 7 January 1952 as Eardisland Investments
public limited company. It changed its name to SWP Group plc in
1988.
Alan Smith and Alan Walker were appointed to the Board in
December 1998 and SWP Shares were admitted to trading on AIM in
June 2002.
David Pett and Martin Bell joined the Board in January 2006 and
Colin Stott joined the Board in February 2010.
The Group now has two distinct business areas, being Fullflow
and ULVA. Fullflow is a leading supplier of rainwater management
systems for industrial factories, motor car plants, leisure
facilities and stadia. ULVA is a leading provider of non-metallic
cladding systems to reduce corrosion under insulation for the oil,
gas and petrochemical industries.
Turnover for the SWP Group for the year ended 30 June 2015 was
GBP13.3 million, down from GBP15.5 million in 2014. The profit
after tax but before discontinued activities, for the year ended 30
June 2015, was GBP1.7 million (2014: GBP1.2 million) with a loss of
GBP0.4 million after the inclusion of discontinued activities. The
SWP Group had net assets of GBP14.3 million at 30 June 2015 (2014:
GBP14.9 million).
6. Current trading and the disposal of the Company's interest in
St Cuthberts Holdings Limited
The Company announced on 14 September 2016 that it had disposed
of its 40 percent shareholding in its associate company, St
Cuthberts Holdings Limited ("SCH"), to Fabbrica Italiana Lapis ed
Affini, an Italian company. Sale proceeds paid to the Company were
approximately GBP2.0 million in cash (net of expenses), which
resulted in a profit on disposal of GBP1.67 million. A loan
historically provided by the Company to SCH's business of
GBP400,000 was repaid, together with associated interest, prior to
completion. The stake in SCH had cost GBP50,000 in November 2010
and it was valued at GBP333,000 in the Company's balance sheet as
at 31 December 2015.
At the same time, the Company provided to the market an update
on current trading, which stated that the revenues for the Company
for the year to 30 June 2016 are in line with expectations, with
sales ahead of 2015 by approximately 5 percent.
7. Management, employees, locations and intentions
Given the common membership of the Boards of Friars and SWP
there are no current intentions to change the business or existing
executive management of SWP. Friars confirms that on the Offer
becoming unconditional in all respects the existing employment
rights (including pension rights) of all SWP Group management and
employees will be fully safeguarded with no material changes to
their conditions of employment.
It is the current intention of the Friars Board (subject to the
Offer becoming unconditional in all respects and Friars having
acquired, or agreed to acquire, SWP Shares which carry, in
aggregate, more than 75 percent of the voting rights), to procure
that SWP:
-- makes an application to the London Stock Exchange for the
cancellation of the admission to trading on AIM of the SWP Shares;
and
-- re-registers as a private limited company.
The net result of these actions would be for SWP to become a
private company with no ability for those SWP Shareholders who have
not accepted the Offer to trade their SWP Shares in the future on a
public trading platform.
Friars intends to manage SWP in the same manner in which it is
currently managed and does not currently intend to carry out any
material restructuring of SWP's business or relocation of its
personnel, nor any changes to the locations of SWP Group's business
or any redeployment of its fixed assets.
The SWP Group makes contributions to pension schemes in
accordance with the requirements of auto enrolment under the
Pensions Act 2008 and Friars will increase the contributions in
line with the minimum legal requirements, but has no current
intention to increase the contributions beyond the current minimum
legal requirements.
It is intended that Alan Smith, the Independent SWP Director,
will resign as a director of SWP on the Offer becoming, or being
declared, unconditional in all respects, or shortly thereafter.
8. Cancellation of admission to trading of SWP Shares on AIM,
re-registration and compulsory acquisition
If the Offer becomes or is declared unconditional in all
respects, and Friars receives valid acceptances in respect of SWP
Shares which, together with the SWP Shares acquired, or agreed to
be acquired, before or during the Offer Period by Friars, represent
not less than 75 percent of the voting rights attaching to the 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. The Friars Board has no
intention to apply for SWP Shares to be traded on any other market
or dealing platform.
If such an application is made, it is expected that such
cancellation of admission to trading on AIM will take effect no
earlier than 20 Business Days after the date on which Friars has
acquired, or agreed to acquire, 75 percent of the voting rights
attaching to the SWP Shares, subject to the consent of the London
Stock Exchange. Friars will procure that SWP makes an announcement
through a Regulatory Information Service when the necessary 75
percent threshold has been reached confirming that the notice
period has commenced and the anticipated date of cancellation.
It is also intended that if the Offer becomes, or is declared,
unconditional in all respects and Friars receives valid acceptances
in respect of SWP Shares which, together with the SWP Shares
acquired, or agreed to be acquired, before or during the Offer
Period by Friars, represent not less than 75 percent of the voting
rights attaching to the SWP Shares, Friars will seek to re-register
SWP as a private limited company.
If the Offer becomes, or is declared, unconditional in all
respects and 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.
9. Irrevocable undertakings
The Independent SWP Director has given Friars an irrevocable
undertaking to accept, or (where applicable) to procure the
acceptance of, the Offer in respect of all of his beneficial
holdings of SWP Shares and the holdings of his immediate family,
close relatives and related trusts/entities, amounting, in
aggregate, to 21,075,846 SWP Shares, representing approximately
10.4 percent of the SWP Shares in issue. This undertaking will
continue to be binding even in the event of a higher competing
offer for SWP, unless the Offer lapses or is withdrawn.
Colin Stott, a SWP Director, has given Friars an irrevocable
undertaking to procure the acceptance of the Offer in respect of
the SWP Shares held in his SIPP. Alan Walker, a SWP Director, has
given Friars an irrevocable undertaking to procure the acceptance
of the Offer in respect of the SWP Shares held in his spouse's
SIPP. These holdings amount to, in aggregate, 615,187 SWP Shares,
representing approximately 0.3 percent of the SWP Shares in issue.
These undertakings will continue to be binding even in the event of
a higher competing offer for SWP, unless the Offer lapses or is
withdrawn.
Friars has also received irrevocable undertakings to accept the
Offer in respect of a further 32,997,149 SWP Shares in aggregate,
representing a further 16.2 percent of the existing SWP Shares in
issue. These undertakings will continue to be binding even in the
event of a higher competing offer for SWP, unless the Offer lapses
or is withdrawn.
In summary, Friars has received, in aggregate, irrevocable
undertakings to accept the Offer in respect of 54,688,182 SWP
Shares, representing 26.9 percent of the issued share capital of
SWP.
Further details of all of the irrevocable undertakings given in
relation to the Offer are set out in Appendix III to this
Announcement.
10. Arrangements with the Management Team
On 20 September 2016, Alan Walker, Colin Stott, David Pett and
Martin Bell entered into a Shareholders' Agreement which governs
the terms on which the parties have agreed to invest in Friars and
their rights and obligations as directors and shareholders in
relation to the operation and management of Friars.
Under the Shareholders' Agreement, upon the Offer becoming, or
being declared, unconditional in all respects, Colin Stott has
agreed to subscribe for 22,697 preference shares in Friars and Alan
Walker has agreed to subscribe for 32,670 preference shares in
Friars.
On 20 September 2016, David Pett, Martin Bell, Damian Bell,
Gordon Bell, Castle View International Holdings Limited, WB
Nominees Limited, Alfa Industrial Holdings Limited, Rock (Nominees)
Limited and Tower Pension Trustees Limited entered into a Share
Exchange Agreement under which they agreed to transfer, in
aggregate, 61,478,124 SWP Shares to Friars in exchange for the
allotment by Friars to them of, in aggregate, 5,533,032 preference
shares in Friars upon the Offer becoming, or being declared,
unconditional in all respects.
Damian Bell and Gordon Bell are brothers of Martin Bell. Castle
View International Holdings Limited is a company owned and
controlled by Martin Bell. WB Nominees Limited holds SWP Shares as
a nominee for Castle View International Holdings Limited.
Rock (Nominees) Limited holds SWP Shares as a nominee for: (i)
Tower Pension Trustees Limited, Alan Walker's SIPP; and (ii) Alfa
Industrial Holdings Limited. Alfa Industrial Holdings Limited is a
company owned and controlled by Alan Walker.
The total number of SWP Shares which Friars has: (i) received
irrevocable undertakings to accept the Offer in respect of; and
(ii) conditionally agreed to acquire under the Share Exchange
Agreement, is 116,166,306 SWP Shares, representing 57.2 percent of
the issued share capital of SWP.
11. Financing of the Offer and cash confirmation
The Offer values the existing issued share capital of SWP at
approximately GBP18.3 million. Of this, SWP Shares to the value of
GBP5.5 million are being exchanged under the Share Exchange
Agreement. The remaining cash consideration payable by Friars,
being approximately GBP12.8 million, will be funded from:
-- bank facilities of up to GBP11.6 million, in aggregate,
provided under the Facilities Agreement entered into by Friars (as
borrower) and HSBC Bank plc (as lender) on 20 September 2016
("Facilities Agreement"); and
-- cash subscriptions amounting to GBP2.0 million for loan notes
issued by Friars to Colin Stott, David Pett, Martin Bell and Alfa
Industrial Holdings Limited (a company owned and controlled by Alan
Walker) under the Loan Note Instrument.
Under the Facilities Agreement, it shall be a condition to
drawing under the Facilities Agreement that, except as consented to
by the lender or if required by law or regulation (including the
City Code), the Panel, the London Stock Exchange or an order of the
Court, Friars shall not have waived or amended any term or
condition of the Offer in a manner which is materially prejudicial
to the lender.
Cattaneo, financial adviser to Friars, is satisfied that
sufficient resources are available to Friars to satisfy the
consideration payable as a result of full acceptance of the
Offer.
12. Options over SWP Shares
There were options over 10,250,000 SWP Shares outstanding as at
the last Business Day prior to the Announcement Date. All of the
holders of these options who are members of the Management Team
have agreed that their options will be cancelled upon the Offer
becoming or being declared unconditional in all respects. There is
one option holder who is not a member of the Management Team who
has also agreed that their options will be cancelled upon the Offer
becoming or being declared unconditional in all respects and Friars
intends to put in place equity incentivisation arrangements for
that option holder and certain other key employees in due course.
However, only limited discussions have taken place and the final
structure of such equity incentivisation arrangements has yet to be
determined.
13. Recommendation
Alan Smith is a Director and Shareholder of SWP, but he is not
involved in Friars. He is therefore the Independent SWP
Director.
The Independent SWP Director, who has been so advised by Whitman
Howard as to the financial terms of the Offer, considers the terms
of the Offer to be fair and reasonable. In providing advice to the
Independent SWP Director in relation to the financial terms of the
Offer, Whitman Howard has taken into account the commercial
assessments of the SWP Directors. Whitman Howard is providing
independent financial advice for the purposes of Rule 3 of the
Code.
Accordingly, the Independent SWP Director intends to recommend
that Shareholders accept the Offer in respect of the SWP Shares
held by them, as the Independent SWP Director has irrevocably
undertaken to do and procure to be done in respect of his own
beneficial holdings and the holdings of his immediate family, close
relatives and related trusts/entities, such holdings being, in
aggregate, 21,075,846 SWP Shares, representing approximately 10.4
percent of SWP's existing issued share capital.
14. Further terms and conditions of the Offer
The Offer is to be effected by means of a takeover offer within
the meaning of Part 28 of the Companies Act. Friars reserves the
right to elect to implement the acquisition of SWP, with the
consent of the Panel, by way of a scheme of arrangement under Part
26 of the Companies Act ("Scheme") which would be implemented on
the same terms (subject to appropriate amendment) as the Offer. In
the event of such an election by Friars, those SWP Shareholders who
have given irrevocable undertakings to accept the Offer have
agreed, subject to certain conditions, to vote in favour of the
shareholder resolutions required in connection with the Scheme.
Further details of these undertakings are set out in paragraph 9
and in Appendix III. References to the Offer and the Offer Document
in this Announcement shall include, where applicable, such
Scheme.
The Offer will be subject to the Conditions and further terms
set out in this Announcement and to the full terms and conditions
to be set out in the Offer Document and, in respect of SWP Shares
held in certificated form, the Form of Acceptance.
Appendix II sets out details of the interests of the Management
Team and of their connected persons in SWP Shares. Appendix III
sets out details of irrevocable undertakings which have been
received by Friars. Appendix IV sets out the sources and bases of
certain financial and other information contained in this
Announcement. Appendix V contains the definitions of certain terms
used in this Announcement.
The Offer and acceptances thereof will be subject to the
jurisdiction of the English courts. The Offer will be subject to
the applicable requirements of the Code, the Panel and the AIM
Rules.
15. Overseas Shareholders
The availability of the Offer to SWP Shareholders who are not
resident in the UK may be affected by the laws and/or regulations
of their relevant jurisdiction. Therefore, such persons should
inform themselves about and observe any applicable legal or
regulatory requirements in their jurisdiction. Further details in
relation to Overseas Shareholders will be set out in the Offer
Document. If you are in any doubt, you should consult your
professional adviser in the relevant jurisdiction without
delay.
16. Interests in SWP Shares
The interests of the Management Team and of their connected
persons in SWP Shares are set out in Appendix II. Save in respect
of these interests, the irrevocable undertakings referred to in
paragraph 9 and the interests under the Shareholders' Agreement and
the Share Exchange Agreement referred to in paragraph 10, as at
close of business on 20 September 2016, being the last Business Day
before the date of this Announcement, neither Friars, nor any of
the Friars Directors, nor, so far as Friars is aware, any person
acting in concert (within the meaning of the Code) with it has (i)
any interest or right to subscribe for SWP Shares; nor (ii) any
short positions in respect of relevant SWP Shares (whether
conditional or absolute and whether in the money or otherwise),
including any short position under a derivative, any agreement to
sell, any delivery obligation or right to require another person to
purchase or take delivery, nor (iii) borrowed or lent any SWP
Shares (including, for these purposes, any financial collateral
arrangements of the kind referred to in Note 4 on Rule 4.6 of the
Code).
17. Documentation
It is expected that the Offer Document will be sent to SWP
Shareholders (other than SWP Shareholders in Restricted
Jurisdictions) as soon as practicable and in any event within 28
days of this Announcement. SWP Shareholders (other than SWP
Shareholders in Restricted Jurisdictions) who hold SWP Shares in
certificated form will be sent Forms of Acceptance together with
the Offer Document. The Offer Document will also be available to
all SWP Shareholders (other than SWP Shareholders in Restricted
Jurisdictions) at no charge to them on SWP's website at
www.swpgroupplc.com and at Friars website at www.friars716.co.uk.
SWP Shareholders are urged to read the Offer Document and, for
those holding SWP Shares in certificated form, the accompanying
Forms of Acceptance when they are sent to them because they will
contain important information.
18. Display documents
Copies of the following documents will be published no later
than 12 noon on the Business Day following the date of this
Announcement on SWP's website at www.swpgroupplc.com and on Friar's
website at www.friars716.co.uk whilst the Offer remains open for
acceptance:
(a) this Announcement;
(b) the irrevocable undertakings referred to in paragraph 9 above;
(c) the Facilities Agreement and Loan Note Instrument referred
to in paragraph 11 above, a Debenture entered into in favour of
HSBC Bank plc on 20 September 2016 and a Subordination Agreement
entered into between HSBC Bank plc and the holders of loan notes
issued under the Loan Note Instrument on 20 September 2016; and
(d) the Shareholders' Agreement and Share Exchange Agreement
referred to in paragraph 10 above.
19. Disclosure of interests
The relevant details in respect of those persons deemed to be
acting in concert with Friars are set out in Appendix II. Further
details will be included in the Opening Position Disclosure to be
made by Friars in accordance with Rule 8.1(a) and Note 2(a)(i) on
Rule 8 of the Code.
20. General
This Announcement does not constitute an offer or an invitation
to purchase any securities.
Cattaneo has given and has not withdrawn its written consent to
the issue of this Announcement with the inclusion therein of the
references to its name in the form and context in which it
appears.
Whitman Howard has given and has not withdrawn its written
consent to the issue of this Announcement with the inclusion
therein of the references to its name in the form and context in
which it appears.
Enquiries:
Alan Walker - Chairman of Friars Tel: 01353 723270
Cattaneo LLP - Financial adviser Tel: 0121 616 0395
to Friars
Charles Cattaneo
David Newton
Alan Smith - Independent SWP Tel: 01353 723270
Director
Whitman Howard - Rule 3 Adviser Tel: 0207 659 1234
to SWP
Ranald McGregor-Smith
Nick Lovering
WH Ireland Limited - Nominated Tel: 0113 394 6600
Adviser and Broker to SWP
Tim Feather
Cattaneo is acting exclusively as financial adviser to Friars
and no one else in connection with the Offer. Cattaneo will not be
responsible to anyone other than Friars for providing the
protections afforded to its clients or for providing advice in
relation to the Offer or any other matter referred to in this
Announcement or otherwise.
Whitman Howard is acting exclusively for SWP and no one else in
connection with the Offer and will not be responsible to anyone
other than SWP for providing the protections afforded to clients of
Whitman Howard nor for providing advice in relation to the Offer or
any other matter referred to in this Announcement or otherwise.
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 will be made solely by means
of the Offer Document and, in respect of SWP Shares held in
certificated form, the Form of Acceptance, which will 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.
Statements made in this Announcement
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 +44
(0)20 7638 0129 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 22 September 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 +44 121 585 1131 (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.
APPIX I
CONDITIONS TO AND FURTHER TERMS OF, THE OFFER
CONDITIONS TO THE OFFER
1. Conditions
Acceptance Condition
(a) Valid acceptances of the Offer being received (and not,
where permitted, withdrawn) by not later than 1.00 pm on the First
Closing Date of the Offer (or such later time(s) and/or date(s) as
Friars may, subject to the rules of the Code or with the consent of
the Panel, decide) in respect of such number of SWP Shares which,
together with the SWP Shares acquired, or agreed to be acquired, by
Friars before or during the Offer Period (whether pursuant to the
Offer or otherwise), will result in Friars holding SWP Shares
carrying, in aggregate, 75 percent or more (or such lower
percentage as Friars may, subject to the Code, decide) of the
voting rights then normally exercisable at a general meeting of
SWP, provided that this condition will not be satisfied unless
Friars and/or its wholly owned subsidiaries have acquired, or
agreed to acquire, before or during the Offer Period (whether
pursuant to the Offer or otherwise) SWP Shares which carry, in
aggregate, more than 50 percent of the voting rights then normally
exercisable at a general meeting of SWP, including for this purpose
(except to the extent otherwise agreed by the Panel) any such
voting rights attaching to SWP Shares that are unconditionally
allotted or issued before the Offer becomes or is declared
unconditional as to acceptances whether pursuant to the exercise of
any outstanding subscription or conversion rights or otherwise.
For the purposes of this Condition:
(i) SWP Shares which have been unconditionally allotted but not
issued before the Offer becomes, or is declared, unconditional as
to acceptances, whether pursuant to the exercise of any outstanding
subscription or conversion rights or otherwise, shall be deemed to
carry the voting rights they will carry upon issue;
(ii) SWP Shares (if any) that cease to be held in treasury
before the Offer becomes or is declared unconditional as to
acceptances are SWP Shares to which the Offer relates; and
(iii) valid acceptances shall be deemed to have been received in
respect of any SWP Shares that Friars or any of its Associates
shall have acquired, or unconditionally contracted to acquire,
pursuant to section 979(8) and, if applicable, section 979(9) of
the Companies Act;
Confirmation of absence of adverse circumstances
(b) Save as Disclosed, there being no provision of any
arrangement, agreement, licence, permit, lease or other instrument
("Relevant Instrument") which, as a consequence of (i) the making
or implementation of the Offer or (ii) any acquisition of SWP
Shares carried out as contemplated by the Offer, would or may
reasonably be expected to have the result that (in each case in a
manner which is material in the context of the Wider SWP Group as a
whole or in the context of the Offer):
(i) any monies borrowed by, or other indebtedness, actual or
contingent, of, or grant available to, any member of the Wider SWP
Group becomes or is capable of being declared repayable
immediately or earlier than the repayment date stated in such
Relevant Instrument or the ability of any member of SWP to borrow
moneys or incur indebtedness is withdrawn, inhibited
or adversely affected;
(ii) any mortgage, charge or other security interest is created
over the whole or any material part of the business, property or
assets of any member of the Wider SWP Group or any such security
(whenever arising) becomes enforceable;
(iii) any such Relevant Instrument is terminated or materially
and adversely modified or affected;
(iv) the value of any member of the Wider SWP Group or its
financial or trading position is materially prejudiced or
materially adversely affected;
(v) any asset or interests of, or any asset the use of which is
enjoyed by, any member of the Wider SWP Group being or falling to
be disposed of or charged or any right arising under which any such
asset or interest could be required to be disposed of or charged or
could cease to be available to any member of the Wider SWP
Group;
(vi) the rights, liabilities, obligations or interests or
business of any member of the Wider SWP Group (or any arrangement
relating to such interests or business) being terminated, modified
or adversely affected or any onerous obligation or liability
(actual or contingent) arising or being accelerated or any adverse
action being taken;
(vii) any member of the Wider SWP Group ceases to be able to
carry on business under any name under which it currently does
so;
(viii) the ability of any member of the Wider SWP Group to carry
on its business as currently carried on being adversely
affected;
(ix) the Offer, its implementation or the acquisition or
proposed acquisition of any shares or other securities in, or
control of, SWP by Friars being or becoming void, illegal and/or
unenforceable under the laws of any jurisdiction, or would
otherwise directly or indirectly prohibit, or restrain, restrict,
delay or otherwise interfere with the implementation of, or impose
additional material conditions or obligations with respect to, or
otherwise challenge or require amendment of the Offer or the
acquisition of any such shares or securities by Friars;
(x) the imposition of any limitation on, or material delay in,
the ability of Friars directly or indirectly to acquire or hold or
to exercise effectively all or any rights of ownership in respect
of shares or other securities in SWP or on the ability of Friars or
any member of the Wider SWP Group directly or indirectly to hold or
exercise effectively any rights of ownership in respect of shares
or other securities (or the equivalent) in, or to exercise
management control over, any member of the Wider SWP Group; or
(xi) a divestiture by Friars of any shares or other securities
(or the equivalent) in SWP being required, prevented or materially
delayed;
No material transactions, claims or changes in the conduct of
the business of SWP
(c) Save as Disclosed, no member of the Wider SWP Group having since 30 June 2015:
(i) save in relation to share options or warrants becoming
exercisable, issued or agreed to issue or authorised or proposed
the issue of additional shares of any class or issued or authorised
or proposed the issue of or granted securities convertible into or
rights, warrants or options to subscribe for or acquire such shares
or convertible;
(ii) redeemed, purchased, repaid or reduced or agreed to or
announced any proposal to purchase, redeem, repay or reduce any of
its own shares or other securities or made any other change to any
part of its share capital;
(iii) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any dividend, bonus or other
distribution;
(iv) other than pursuant to the implementation of the Offer,
entered into, implemented or effected, or authorised, proposed or
announced its intention to enter into, implement or effect any
acquisition, merger, de-merger, reconstruction, amalgamation,
composition, assignment, commitment scheme, any change in its share
or loan capital or other similar commitment or other transaction or
arrangement which, in any such case, is material to the Wider SWP
Group as a whole;
(v) issued or authorised or proposed the issue of any debentures
or, save in the ordinary course of business, incurred or increased
any indebtedness or liability (actual or contingent), in each case
to an extent which is material to the Wider SWP Group as a
whole;
(vi) acquired or disposed of or transferred, mortgaged or
encumbered any asset or any right, title or interest in any asset,
in each case to an extent which is material to the Wider SWP Group
as a whole;
(vii) entered into or varied any contract, commitment or
arrangement (whether in respect of capital expenditure or
otherwise) (otherwise than in the ordinary course of business)
which is of a long term or unusual nature or which involves or
could involve an obligation of a nature or magnitude which is
material (or authorised, proposed or announced any intention to do
so) which, in any such case, is material to the Wider SWP Group as
a whole or in the context of the Offer;
(viii) entered into or varied or proposed to enter into or vary
any contract, reconstruction, amalgamation, arrangement or other
transaction (otherwise than in the ordinary course of business)
which is of a long term, unusual or onerous nature, and which in
each such case is material to the Wider SWP Group taken as a
whole;
(ix) entered into, or materially varied the terms of, or made
any offer (which remains open) to enter into or materially vary the
terms of, any contract or agreement with any of the directors or
senior executives of any member of the Wider SWP Group save for
salary increases, bonuses, or variations of terms in the ordinary
course of business;
(x) taken or proposed any corporate action or had any legal
proceedings started or threatened against it in relation to the
suspension of payments, a moratorium of any indebtedness, its
winding-up, dissolution or re-organisation or for the appointment
of a receiver, administrator, administrative receiver, trustee or
similar officer of all or any of its assets and revenues;
(xi) been unable or admitted in writing that it is unable to pay
its debts generally or commenced negotiations with one or more of
its creditors with a view to re-scheduling or re-structuring any of
its indebtedness or having stopped or suspended (or threatened to
stop or suspend) payment of its debts generally or ceased or
threatened to cease carrying on all or a substantial part of its
business;
(xii) waived, compromised or settled any claim, which is
material in the context of the Wider SWP Group taken as a whole, or
the Offer;
(xiii) made any amendment to its articles of association or
other incorporation or constitutional documents which is material
in the context of the Offer; or
(xiv) entered into any contract, commitment or agreement or made
any offer (which remains open for acceptance) with respect to any
of the transactions or events referred to in this Condition
(c);
which, in any such case, is material to the Wider SWP Group as a
whole, or in the context of the Offer;
(d) Since 30 June 2015 and save as Disclosed:
(i) no litigation, arbitration, prosecution or other legal
proceedings having been instituted, announced or threatened or
become pending or remained outstanding by or against any member of
the Wider SWP Group or to which any member of the Wider SWP Group
is or may reasonably be expected to become a party (whether as
claimant, defendant or otherwise) and no enquiry or investigation
by, or complaint or reference to, any third party against or in
respect of any member of the Wider SWP Group having been announced,
instituted or threatened in writing to SWP by or against, or
remaining outstanding in respect of, any member of the Wider SWP
Group, in each case, which could reasonably be expected to have a
material impact on the Wider SWP Group taken as a whole;
(ii) no material adverse change having occurred in the business,
assets, financial or trading position, profits or prospects of any
member of the Wider SWP Group;
(iii) no steps having been taken and no omissions having been
made which are reasonably likely to result in the withdrawal,
cancellation, termination or modification of any licence held by
any member of the Wider SWP Group which is necessary for the proper
carrying on of its business and the withdrawal, cancellation,
termination or modification of which might reasonably be expected
to have a material adverse effect on the Wider SWP Group taken as a
whole; and
(e) Friars not having discovered that any member of the Wider
SWP Group is subject to any material liability, actual or
contingent which is not Disclosed (or which is materially greater
than as Disclosed) and which is material in the context of the
Wider SWP Group taken as a whole or the Offer;
(f) save as Disclosed, in relation to any release, emission,
accumulation, discharge, disposal or other fact or circumstance
which has impaired or is reasonably likely to impair the
environment (including property) or harmed or is reasonably likely
to harm human health, no past or present member of the Wider SWP
Group, in a manner or to an extent which is material in the context
of the Wider SWP Group taken as a whole (i) having committed any
violation of any applicable legislation, statutes, regulations,
authorisations, notices or other requirements of any Third Party of
any jurisdiction; and/or (ii) having incurred any liability
(whether actual or contingent) to any Third Party; and/or (iii)
being reasonably likely to incur any liability (whether actual or
contingent), or being required to make good, repair, remediate,
reinstate or clean up any asset or any other property or any
environment; and
(g) save as Disclosed, any asset of any member of the Wider SWP
Group constitutes criminal property as defined by section 340(3) of
the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of
that definition) to an extent which is material in the context of
the Wider SWP Group taken as a whole.
2.Certain further terms of the Offer
(a) Friars reserves the right to waive all or any of the
Conditions, in whole or in part, except Condition 1(a).
(b) Except with the consent of the Panel, the Offer will lapse
unless Conditions 1(b) to (g) (inclusive) of the Offer are
fulfilled or, if capable of waiver, waived or, where appropriate,
have been determined by Friars in its reasonable opinion to be or
to remain satisfied by midnight on the date which is 21 days after
the later of the First Closing Date and the date on which Condition
1(a) is satisfied.
(c) Friars shall be under no obligation to waive or treat as
fulfilled any of Conditions 1(b) to (g) (inclusive) by a date
earlier than the latest date specified above for the fulfilment or
satisfaction thereof notwithstanding that the other Conditions of
the Offer may at such earlier date have been waived, fulfilled or
satisfied and that there are at such earlier date no circumstances
indicating that any of such conditions may not be capable of
fulfilment or satisfaction.
(d) If Friars is required by the Panel to make an offer for SWP
Shares under the provisions of Rule 9 of the Code, Friars may make
such alterations to any of the above Conditions and terms of the
Offer as are necessary to comply with the provisions of that
Rule.
(e) The Offer will lapse, and will not proceed, if there is a
Phase 2 CMA reference or if Phase 2 European Commission proceedings
are initiated or if, following a referral of the Offer by the
European Commission under Article 9(1) of the European Council
Merger Regulation to a competent authority in the United Kingdom,
there is a Phase 2 CMA reference, in any such case before 1.00pm
(London time) on the First Closing Date or the time and date at
which the Offer becomes, or is declared, unconditional as to
acceptances (whichever is the later). The effect of the Offer
lapsing is that the Offer will cease to be capable of further
acceptance and that Friars and any SWP Shareholders who have
accepted the Offer will cease to be bound by prior acceptances of
the Offer.
(f) The availability of the Offer to persons not resident in the
United Kingdom may be affected by the laws of the relevant
jurisdiction. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements.
(g) The Offer will not be made, directly or indirectly, in or
into, or by use of the mails of, or by any means or instrumentality
(including, without limitation, facsimile transmission, telex,
telephone, internet or email) of interstate or foreign commerce of,
or of any facility of a national securities exchange of, any
Restricted Jurisdiction and the Offer will not be capable of
acceptance by any such use, means, instrumentality or facility or
from within any Restricted Jurisdiction (unless otherwise
determined by Friars).
(h) The SWP Shares will be acquired by Friars fully paid and
free from all liens, charges, encumbrances, rights of pre-emption
and any other third party rights of any nature whatsoever and
together with all rights attaching to them as at the Announcement
Date or subsequently attaching or accruing to them, including,
without limitation, voting rights and the right to receive and
retain, in full, all dividends and other distributions (if any)
declared, made or paid, or any other return of capital (whether by
way of reduction of share capital or share premium account or
otherwise) made on or after the Announcement Date. Accordingly,
insofar as a dividend and/or distribution and/or a return of
capital is proposed, declared, made, paid or payable by SWP in
respect of a SWP Share on or after the Announcement Date, Friars
reserves the right to reduce by the amount of the dividend and/or
distribution and/or return of capital, the price payable under the
Offer in respect of a SWP Share, except insofar as the SWP Share is
or will be transferred pursuant to the Offer on a basis which
entitles Friars alone to receive the dividend and/or distribution
and/or return of capital but if that reduction in price has not
been effected, the person to whom the Offer Price is paid in
respect of that SWP Share, will be obliged to account to Friars for
the amount of such dividend and/or distribution and/or return of
capital.
(i) Under Rule 13.5 of the Code, Friars may not invoke a
condition to the Offer so as to cause the Offer not to proceed, to
lapse or to be withdrawn unless the circumstances which give rise
to the right to invoke the condition are of material significance
to Friars in the context of the Offer. The condition in paragraph
1(a) of this Appendix I is not subject to this provision of the
Code.
(j) The Offer will be governed by the law of England and Wales
and will be subject to the jurisdiction of the English courts and
to the conditions and further terms set out in this Appendix I and
to be set out in the Offer Document.
(k) The Offer will be subject to applicable requirements of the
Code, the Panel, the London Stock Exchange, the FCA and the AIM
Rules.
APPIX II
MANAGEMENT TEAM INTERESTS IN SWP
Interests in SWP Shares
As at close of business on 20 September 2016, being the last
Business Day before the date of this Announcement, the Management
Team (including members of their immediate families, close
relatives, and related entities/trusts) held the following
interests in, or rights to subscribe in respect of, relevant SWP
securities:
Name Number of SWP % of Issued SWP
Shares Shares
Alan Walker 14,278,457(1) 7.0
Colin Stott 252,187(2) 0.1
David Pett 396,000(3) 0.2
Martin Bell 48,190,417(4) 23.7
Notes:
1. Rock (Nominees) Limited is the registered holder of 9,608,000
SWP Shares as nominee for Tower Pension Trustees Limited, Alan
Walker's SIPP. Rock (Nominees) Limited is the registered holder of
363,000 SWP Shares as nominee for Tower Pension Trustees Limited,
Anne Marie Walker's SIPP (Anne Marie Walker is the spouse of Alan
Walker). Rock (Nominees) Limited is the registered holder of
4,084,707 SWP Shares as nominee for Alfa Industrial Holdings
Limited, a company owned and controlled by Alan Walker. Alfa
Industrial Holdings Limited, a company owned and controlled by Alan
Walker, is the registered holder of 222,750 SWP Shares.
2. 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.
3. David Pett is the registered holder of 396,000 SWP Shares.
4. Martin Bell is the registered holder of 8,378,679 SWP Shares.
Castle View International Holdings Limited, a company owned and
controlled by Martin Bell, is the registered holder of 12,657,630
SWP Shares. W B Nominees Limited is the registered holder of
10,506,000 SWP Shares as nominee for Castle View International
Holdings Limited. Damian Bell, Martin Bell's brother, is the
registered holder of 8,378,679 SWP Shares. Gordon Bell, Martin
Bell's brother, is the registered holder of 7,245,679 SWP Shares.
Rena Bell's estate is the registered holder of 1,023,750 SWP
Shares; Martin Bell, Damian Bell and Gordon Bell are executors of
Rena Bell's estate.
Options over SWP Shares
As at close of business on 20 September 2016, being the last
Business Day before the date of this Announcement, the Management
Team (including members of their immediate families, close
relatives, and related entities/trusts) held the following
outstanding options over SWP Shares:
Name Number of Exercise Earliest Latest
SWP Shares price (pence) exercise exercise
date date
2 August 2 August
Alan Walker 1,500,000 10.25 2013 2020
26 July 26 July
Alan Walker 1,750,000 5.00 2015 2022
David 2 August 2 August
Pett 1,000,000 10.25 2013 2020
David 26 July 26 July
Pett 1,000,000 5.00 2015 2022
Colin 2 August 2 August
Stott 2,000,000 10.25 2013 2020
Colin 26 July 26 July
Stott 2,000,000 5.00 2015 2022
The Management Team have agreed that they will cancel these
options upon the Offer becoming or being declared unconditional in
all respects.
Concert parties
In addition to the Management Team, the persons who, for the
purposes of the Offer and under the Code, are deemed to be acting
in concert with Friars and who hold interests in, or rights to
subscribe in respect of, relevant SWP securities as at close of
business on 20 September 2016, being the last Business Day before
the date of this Announcement, are:
Name Relationship with Friars
Tower Pension Trustees Related trust of Alan
Limited, Alan Walker's Walker, Director of Friars
SIPP
Alliance Trust Savings Related trust of Colin
Limited, Colin Stott's Stott, Director of Friars
SIPP
Anne Marie Walker Spouse of Alan Walker,
Director of Friars
Tower Pension Trustees Related trust of Anne
Limited, Anne Marie Walker's Marie Walker, spouse
SIPP of Alan Walker, Director
of Friars
Alfa Industrial Holdings Owned and controlled
Limited by Alan Walker, Director
of Friars
Damian Bell Brother of Martin Bell,
Director of Friars
Gordon Bell Brother of Martin Bell,
Director of Friars
Rena Bell's estate Related trust of Martin
Bell, Director of Friars
Castle View International Owned and controlled
Holdings Limited by Martin Bell, Director
of Friars
The interests of these persons in relevant SWP securities are
set out in the first table of this Appendix II.
APPIX III
IRREVOCABLE UNDERTAKINGS
Friars has received irrevocable undertakings to accept the Offer
(including, where applicable, to procure the acceptance of the
Offer, in relation to SWP Shares beneficially held by a relevant
person's immediate family members, close relatives and related
trusts/entities) in respect of a total of 54,688,182 SWP Shares,
representing, in aggregate, approximately 26.9 percent of SWP's
existing issued share capital, from the following persons:
(a) Independent SWP Director
Name Number of SWP % of Issued SWP
Shares Shares
Alan Smith 21,075,846(1) 10.4
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.
(b) SWP Directors
Name Number of SWP % of Issued SWP
Shares Shares
Colin Stott 252,187(1) 0.1
Alan Walker 363,000(2) 0.2
Notes:
1. 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.
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.
(c) Other SWP Shareholders
The following SWP Shareholders have given an irrevocable
undertaking to accept, or procure the acceptance of, the Offer not
later than 7 calendar days after the posting of the Offer
Document:
Name Number of SWP % of Issued SWP
Shares Shares
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
Total 32,997,149 16.2
The undertakings referred to above remain binding and shall
lapse only if: (i) the Offer lapses or is withdrawn without
becoming or being declared unconditional in all respects; (ii)
Friars announces, with the consent of the Panel, that it does not
intend to proceed with the Offer; or (iii) a competing offer for
SWP is declared wholly unconditional or otherwise becomes
effective.
For the avoidance of doubt, but without prejudice to any of the
above, none of the undertakings referred to in this paragraph shall
lapse if Friars, with the consent of the Panel, announces publicly
that it is implementing the Offer by way of a scheme of arrangement
under Part 26 of the Companies Act ("Scheme"), having previously
proceeded with the implementation of the Offer by way of a takeover
offer. In the event that Friars exercises its right to implement
the proposed acquisition of SWP Shares by way of a Scheme, the
undertakings referred to in this paragraph shall cease to be
binding if: (i) the scheme document is not published within 28 days
of the announcement that such election is being made (or such later
date as the Panel may agree); and (ii) the Scheme is withdrawn or
lapses in accordance with its terms.
APPIX IV
SOURCES AND BASES
In this Announcement:
1. Unless otherwise stated, financial information relating to
SWP has been extracted or derived (without any adjustment) from the
audited consolidated financial statements of SWP for the financial
year to 30 June 2015, and from the unaudited interim financial
statements for the six months ended 31 December 2015.
2. References to the existing issued share capital (and to the
value of the existing issued share capital) of SWP are based on
203,275,006 SWP Shares being in issue, outside treasury.
3. Unless otherwise stated, all Closing Prices have been derived from Bloomberg LP.
APPIX V
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context requires otherwise:
"Acceptance Condition" the Condition as to
acceptances set out
in paragraph 1(a) of
Part A of Appendix I
to this Announcement
"AIM" the market of that name
operated by the London
Stock Exchange
"AIM Rules" the AIM Rules for Companies
published by the London
Stock Exchange
"Announcement" this announcement made
in accordance with Rule
2.7 of the Code dated
21 September 2016
"Announcement Date" 21 September 2016, being
the date of the Announcement
"Associates" has the meaning given
to it in section 988
of the Companies Act
"Board" as the context requires,
the board of directors
of SWP or the board
of directors of Friars
and the terms "SWP Board"
and "Friars Board" shall
be construed accordingly
"Business Day" a day (other than Saturdays,
Sundays and public holidays
in England and Wales)
on which banks are open
for business in the
City of London
"Cattaneo" Cattaneo LLP, financial
adviser to Friars
"certificated" or "in a SWP Share which is
certificated form" not in uncertificated
form (that is, not in
CREST)
"Closing Price" the closing middle market
price of a SWP Share
as derived from Bloomberg
LP
"Code" the City Code on Takeovers
and Mergers
"Companies Act" the Companies Act 2006,
as amended
"Conditions" the conditions to the
implementation of the
Offer as set out in
Part A of Appendix I
(Conditions of the Offer)
of this Announcement
"CREST" the relevant system
(as defined in the CREST
Regulations) of which
Euroclear is the Operator
(as defined in the CREST
Regulations)
"CREST Regulations" the Uncertificated Securities
Regulations 2001 (SI
2001 No. 3755), as amended
"Dealing Disclosure" has the same meaning
as in Rule 8 of the
Code
"Disclosed" the information disclosed
by, or on behalf of,
SWP: (i) in the annual
report and accounts
of the SWP Group for
the financial year ended
30 June 2015 or in the
interim accounts of
the SWP Group for the
six months ended 31
December 2015; (ii)
in any other announcement
to a Regulatory Information
Service by, or on behalf
of, SWP prior to the
publication of the Announcement;
(iii) as otherwise fairly
disclosed to Friars
(or its respective officers,
employees, agents or
advisers) prior to the
Announcement Date; or
(iv) in this Announcement
"Euroclear" Euroclear UK & Ireland
Limited, the operator
of CREST
"Facilities Agreement" means the facilities
agreement dated 20 September
2016 entered into by
Friars and HSBC Bank
plc pursuant to which
HSBC Bank plc agreed
to make available to
Friars facilities up
to GBP11.6 million
"Financial Conduct Authority" the United Kingdom Financial
or "FCA" Conduct Authority in
its capacity as the
competent authority
for the purposes of
Part VI of FSMA
"First Closing Date" the date which falls
21 days after the date
of posting of the Offer
Document
"Form of Acceptance" in relation to SWP Shares,
the form of acceptance
and authority relating
to the Offer which will
accompany the Offer
Document for use by
SWP Shareholders with
shares in certificated
form in connection with
the Offer
"Friars" Friars 716 Limited,
a private limited company
incorporated in England
and Wales with registered
number 10272344
"Friars Directors" the directors of Friars
from time to time, and
"Friars Director" shall
mean any one of them
"Friars Group" Friars and its subsidiary
undertakings and, where
the context permits,
each of them
"holder" a registered holder
and includes any person(s)
entitled by transmission
"Independent SWP Director" Alan Smith
"Issued SWP Shares" the total issued share
capital of SWP
"Loan Note Instrument" the Loan Note Instrument
executed by Friars on
19 September 2016
"London Stock Exchange" London Stock Exchange
plc, or its successor
from time to time
"Management Team" Alan Walker, Colin Stott,
David Pett and Martin
Bell
"Management Shareholders" David Pett, Martin Bell,
Damian Bell, Gordon
Bell, Castle View International
Holdings Limited, WB
Nominees Limited, Alfa
Industrial Holdings
Limited, Rock (Nominees)
Limited and Tower Pension
Trustees Limited
"Neville Registrars" Neville Registrars Limited,
Neville House, 18 Laurel
Lane, Halesowen, West
Midlands, B63 3DA
"Offer" the recommended cash
offer to be made by
Friars to acquire all
of the SWP Shares (other
than those SWP Shares
already agreed to be
acquired by Friars)
on the terms and subject
to the conditions to
be set out in this Announcement
and to be set out in
the Offer Document and,
in the case of SWP Shares
held in certificated
form, in the Form of
Acceptance, including
where the context so
permits or requires,
any subsequent revision,
variation, extension
or renewal thereof
"Offer Document" the document to be sent
to SWP Shareholders
which will contain,
amongst other things,
the terms and conditions
of the Offer
"Offer Period" the period starting
on (and including) 21
September 2016 and ending
on whichever of the
following dates shall
be the latest: (i) 1.00
p.m. on the First Closing
Date; (ii) the date
on which the Offer lapses;
and (iii) the date on
which the Offer becomes
or is declared unconditional
as to acceptances
"Offer Price" 9 pence per SWP Share
"Opening Position Disclosure" has the same meaning
as in Rule 8 of the
Code
"Overseas Shareholders" Shareholders who are
resident in or citizens
of a jurisdiction outside
the United Kingdom
"Panel" the Panel on Takeovers
and Mergers
"Phase 2 CMA reference" a reference of the Offer
to the Chair of the
Competition and Markets
Authority for the constitution
of a group under Schedule
4 to the Enterprise
and Regulatory Reform
Act 2013
"Phase 2 European Commission proceedings initiated
proceedings" by the European Commission
under Article 6(1)(c)
of Council Regulation
139/2004/EC in respect
of the Offer
"pound", "GBP" or "pence" the lawful currency
of the United Kingdom
"Regulatory Information a Regulatory Information
Service" Service that is approved
by the FCA and is on
the list maintained
by the FCA in LR App
3 to the Listing Rules
of the FCA
"Relevant Instrument" has the meaning given
to it in paragraph (b)
of Part A of Appendix
I of this Announcement
"Restricted Jurisdiction" United States, Japan,
South Africa or Australia
or any other jurisdiction
where local laws or
regulations may result
in significant risk
of civil, regulatory
or criminal exposure
if information concerning
the Offer is sent or
made available to SWP
Shareholders in that
jurisdiction
"Shareholders' Agreement" the agreement dated
20 September 2016 between
Friars and Alan Walker,
Colin Stott, David Pett
and Martin Bell as described
in paragraph 10 of this
Announcement
"Share Exchange Agreement" the agreement dated
20 September 2016 between
the Management Shareholders
and Friars as described
in paragraph 10 of this
Announcement
"Significant Interest" a direct or indirect
interest of 20 percent
or more of the total
voting rights conferred
by the equity capital
of an undertaking
"subsidiary", "subsidiary shall be construed in
undertaking", "associated accordance with the
undertaking" and "undertaking" Companies Act
"SWP" or "Company" SWP Group plc, a company
incorporated in England
and Wales with registered
number 503188
"SWP Directors" the directors of SWP
from time to time, and
"SWP Director" shall
mean any one of them
"SWP Group" SWP and its subsidiary
undertakings and, where
the context permits,
each of them
"SWP Shares" ordinary shares of 0.5
pence each in issue
in the capital of SWP
"SWP Shareholders" or the holders of SWP Shares
"Shareholders" from time to time, but
excluding the Management
Shareholders
"Third Party" any central bank, government
or governmental, quasi-governmental,
supranational, statutory,
regulatory, administrative,
fiscal, or investigative
body, authority (including
any national anti-trust
or merger control authority),
court, trade agency,
association, institution
or professional or environmental
body, employee representative
body or other person
or body whatsoever in
any relevant jurisdiction
"United Kingdom" or the United Kingdom of
"UK" Great Britain and Northern
Ireland
"US" or "United States" the United States of
America, its territories
and possessions, any
state of the United
States of America, the
District of Columbia
and all other areas
subject to its jurisdiction
and any political sub-division
thereof
"Whitman Howard" Whitman Howard Limited
"Wider SWP Group" SWP and associated undertakings
and any other body corporate,
partnership, joint venture
or person in which SWP
and such undertakings
(aggregating their interests)
have a Significant Interest
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFPGUWPBUPQPPU
(END) Dow Jones Newswires
September 21, 2016 02:01 ET (06:01 GMT)
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