TIDMSTY
RNS Number : 1247H
Styles & Wood Group PLC
08 March 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
(INCLUDING THE UNITED STATES OF AMERICA) WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
8 MARCH 2018
RECOMMED CASH OFFER
for
Styles & Wood Group plc
by
Central Square Holdings Limited
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE AND BOARD CHANGES
Further to the announcement of the sanction of the Scheme by the
Court on 7 March 2018, the board of directors of Central Square
Holdings Limited ("Central Square") and the independent directors
of Styles & Wood Group plc ("Styles & Wood") are pleased to
announce that, following the delivery of the Court Order to the
Registrar of Companies today, the Scheme has now become Effective,
in accordance with its terms, and Styles & Wood is now a wholly
owned subsidiary of Central Square.
A Scheme Shareholder on the register of members of Styles &
Wood at the Scheme Record Time, being 6.00 p.m. on 8 March 2018,
will be entitled to receive 465 pence in cash for each Scheme Share
held. Settlement of the consideration to which any Scheme
Shareholder is entitled will be effected by way of the despatch of
cheques or the crediting of CREST accounts (for Scheme Shareholders
holding Scheme Shares in certificated form and in uncertificated
form respectively) as soon as practicable. The latest date for
despatch of cheques and settlement of the Cash Consideration in
relation to the Offer through CREST is on or by 22 March 2018.
Trading in Ordinary Shares on AIM was suspended with effect from
7.30 a.m. (London time) today. The admission to trading of the
Ordinary Shares on AIM is expected to be cancelled at Styles &
Wood's request with effect from 7.00 a.m. on 9 March 2018. A
further announcement will be made when the admission to listing and
to trading of the Ordinary Shares on AIM have each been
cancelled.
As a result of the Scheme having become Effective, share
certificates in respect of Ordinary Shares have ceased to be valid
documents of title and entitlements to Ordinary Shares held in
uncertificated form in CREST are being cancelled.
Board Changes
As the Scheme has now become effective, Styles & Wood
announces that the Senior Independent Non-Executive Director,
Robert Hough, has tendered his resignation and will step down from
the board of directors of Styles & Wood effective as of today's
date. Matthew Widdall, a non-executive director of Styles &
Wood has also tendered his resignation and will also step down from
the board of directors of Styles & Wood as of today's date.
Capitalised terms in this announcement (the "Announcement"),
unless otherwise defined, have the same meanings as set out in the
Scheme Document.
Enquiries:
Styles & Wood Group plc Tel 0161
Tony Lenehan, Chief Executive Officer 926 6000
Philip Lanigan, Group Finance Officer
Shore Capital (Financial Adviser, Tel 020 7408
Nominated Adviser and Broker to 4090
Styles & Wood)
Edward Mansfield / Mark Percy
FTI Consulting (PR Adviser to Styles Tel 020 3727
& Wood) 1000
James Styles / Georgina Goodhew
Numis (Financial Adviser to Central Tel 020 7260
Square) 1000
Stuart Skinner / Kevin Cruickshank
Disclaimer
Shore Capital and Corporate Limited, which is authorised and
regulated by the Financial Conduct Authority, is acting exclusively
as financial adviser to Styles & Wood for the purposes of Rule
3 of the Code and no one else in connection with the Offer and
Shore Capital and Corporate Limited will not be responsible to
anyone other than Styles & Wood for providing the protections
afforded to its clients or for providing advice in connection with
the contents of this Announcement or any matter referred to
herein.
Numis Securities Limited, which is authorised and regulated by
the Financial Conduct Authority, is acting exclusively as financial
adviser to Central Square and no one else in connection with the
Offer. Numis Securities Limited will not be responsible to anyone
other than Central Square for providing the protections afforded to
its clients or for providing advice in connection with the contents
of this Announcement or any matter referred to herein.
Further information
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Offer or otherwise. The Offer is
being made solely by means of the Scheme Document which contains
the full terms and Conditions of the Offer, including details of
how to vote at the Court Meeting and the General Meeting. Any
response to the Offer should be made only on the basis of
information contained in the Scheme Document. Scheme Shareholders
are advised to read the formal documentation in relation to the
Offer carefully once received.
This Announcement has been prepared for the purposes of
complying with English law, the AIM Rules for Companies as
published by the London Stock Exchange and the Takeover Code and
the information disclosed may not be the same as that which would
have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and publication of this Announcement shall not
give rise to any implication that there has been no change in the
facts set out in this Announcement since such date.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom and the ability of
Scheme Shareholders who are not resident in the United Kingdom to
participate in the Offer may be affected by the laws of such
relevant jurisdictions. Therefore, any persons who are subject to
the laws of any jurisdiction other than the United Kingdom or
Scheme Shareholders who are not resident in the United Kingdom will
need to inform themselves about, and observe, any applicable legal
or regulatory requirements. Any failure to comply with the
applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. Further details in
relation to Overseas Shareholders are contained in the Scheme
Document.
Copies of this Announcement and all documents relating to the
Offer are not being, and must not be, directly or indirectly,
mailed, transmitted or otherwise forwarded, distributed or sent in,
into or from any Restricted Jurisdiction and persons receiving this
Announcement (including, without limitation, agents, nominees,
custodians and trustees) must not distribute, send or mail it in,
into or from such jurisdiction. Any person (including, without
limitation, any agent, nominee, custodian or trustee) who has a
contractual or legal obligation, or may otherwise intend, to
forward this Announcement and/or the Scheme Document and/or any
other related document to a jurisdiction outside the United Kingdom
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction.
The availability of the Offer to Scheme Shareholders who are not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are resident. Persons who are
not resident in the United Kingdom should inform themselves of, and
observe, any applicable requirements.
The Offer is subject to the applicable requirements of the
Takeover Code, the Panel and the London Stock Exchange.
Publication on websites and availability of hard copies
In accordance with Rule 26.1 of the Code, a copy of this
document will be available free of charge on the Styles & Wood
website at www.stylesandwoodgroup.co.uk by no later than 12 noon
(London time) on the Business Day following the publication of this
document (subject to any applicable restrictions with respect to
persons resident in Restricted Jurisdictions). Save as expressly
referred to in this Announcement, the contents of the websites
referred to in this document nor the contents of any other website
accessible from hyperlinks on such websites are not incorporated
into and do not form part of this document.
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this announcement, free of charge, by
contacting Shore Capital on +44 (0) 20 7408 4090. For persons who
receive a copy of this announcement in electronic form or via a
website notification, a hard copy of this announcement will not be
sent unless so requested. In accordance with Rule 30.3 of the Code,
a person so entitled may also request that all future documents,
announcements and information to be sent to them in relation to the
Offer should be in hard copy form.
For persons who receive a copy of this document in electronic
form or via a website notification, a hard copy of this document
will not be sent unless so requested. You may also request that all
future documents, announcements and information to be sent to you
in relation to the Offer should be in hard copy form.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the Offer
Period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of: (i) the offeree company; and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30pm (London time) on the 10th business day following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each
of: (i) the offeree company; and (ii) any securities exchange
offeror, save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30pm (London
time) on the business day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at http://www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the Offer Period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Inside information
The information contained within this announcement is deemed by
Styles & Wood Group Plc to constitute inside information as
stipulated under the Market Abuse Regulation (EU) No.596/2014. Upon
the publication of this announcement via a Regulatory Information
Service, this inside information is now considered to be in the
public domain. The person responsible for releasing this
announcement on behalf of Styles & Wood Group plc is Philip
Lanigan.
This information is provided by RNS
The company news service from the London Stock Exchange
END
SOAUGURCWUPRGUR
(END) Dow Jones Newswires
March 08, 2018 05:49 ET (10:49 GMT)
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