TIDMSWP
RNS Number : 5506K
Friars 716 Limited
22 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
22 September 2016
RECOMMED CASH OFFER
by
FRIARS 716 LIMITED ("FRIARS")
for
SWP GROUP PLC ("SWP")
POSTING OF OFFER DOCUMENT
Further to the announcement on 21 September 2016 by Friars of a
recommended cash offer to acquire the entire issued share capital
of SWP not already agreed to be acquired by Friars
("Announcement"), Friars is pleased to announce that the Offer
Document ("Offer Document") was published and posted to SWP
Shareholders on 21 September 2016. Defined terms in this
announcement shall have the meaning given to them in the
Announcement.
The Offer will initially be open for acceptance until 1.00 pm
(London time) on 13 October 2016.
To accept the Offer in respect of SWP Shares held in
certificated form (i.e. SWP Shares NOT held in CREST), the Form of
Acceptance must be completed in accordance with the instructions
printed thereon and returned as soon as possible and, in any event,
so as to be received by Neville Registrars Limited, Neville House,
18 Laurel Lane, Halesowen, West Midlands, B63 3DA United Kingdom by
no later than 1.00 pm on 13 October 2016.
To accept the Offer in respect of SWP Shares held in
uncertificated form (i.e. SWP Shares held in CREST), acceptance
should be made electronically through CREST so that the relevant
TTE instruction settles as soon as possible and, in any event, by
no later than 1.00 pm on 13 October 2016. If you are a CREST
sponsored member, you should refer to your CREST sponsor as only
your CREST sponsor will be able to send the necessary TTE
instruction to Euroclear in relation to your SWP Shares.
Further details of the procedure for acceptance are set out in
the Offer Document in paragraph 14 of Part II and Part C or Part D
(as applicable) of Appendix I.
The Offer is subject to the terms and conditions set out in the
Offer Document. The Offer Document, the Form of Acceptance and
those documents listed in paragraph 17.1 of Appendix IV to the
Offer Document have been published, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on SWP's
website at www.swpgroupplc.com and Friars' website at
www.friars716.co.uk and will remain published thereon whilst the
Offer remains open for acceptance.
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.
Important Notes
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.
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 on website
This announcement, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, will be available
free of charge on Friars' website at www.friars716.co.uk and SWP's
website at: www.swpgroupplc.com by no later than 12 noon (London
time) on 23 September 2016.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ODPEAPNAAFAKEEF
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