8 Jun 2016 07:03
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, 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
8 June 2016
RECOMMENDED CASH OFFER
for
Sweett Group plc ("Sweett")
by
WSP Global Inc. ("WSP")
to be effected by means of a Scheme of Arrangementunder Part 26 of the Companies Act 2006
Posting of the Scheme Document
On 25 May 2016, the boards of WSP Global Inc. and Sweett Group plc announced that they had reached agreement on the terms of a recommended cash offer to be made by WSP for the entire issued and to be issued share capital of Sweett (the "Offer"). The Offer is being implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.
Under the terms of the Offer, Sweett Shareholders holding Scheme Shares at the Scheme Record Time shall be entitled to receive 35 pence in cash for each Scheme Share held. The boards of Sweett and WSP announce that Sweett is today posting to Sweett Shareholders a scheme document in relation to the Offer, setting out, amongst other things, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events, notices of the Court Meeting and General Meeting and details of the actions to be taken by Sweett Shareholders (the "Scheme Document"), together with the Forms of Proxy for the Court Meeting and the General Meeting. Sweett is today also posting the Scheme Document to holders of options or awards under the Sweett Share Schemes.
As further detailed in the Scheme Document, to become effective, amongst other things, the Scheme requires that the required majority of Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that the required majority of Sweett Shareholders vote in favour of the Resolution to be proposed at the General Meeting. Notices convening the Court Meeting and the General Meeting, respectively for 10.00 a.m. on 29 June 2016 and 10.15 a.m. on 29 June 2016 (or as soon thereafter as the Court Meeting is concluded or adjourned) to be held at Kingsway Hall Hotel, 66 Great Queen Street, Covent Garden, London WC2B 5BX, are set out in the Scheme Document. Forms of Proxy for use at such meetings are enclosed with the Scheme Document. If the Scheme is approved by the Scheme Shareholders, the Resolution is approved by Sweett Shareholders, all other Conditions to the Offer are satisfied or (if capable of waiver) waived, the Court sanctions the Scheme and the Scheme becomes effective in accordance with its terms and the expected timetable, it is expected that trading on AIM of Sweett Shares will be suspended at 7.30 a.m. on 7 July 2016 and subsequently cancelled from admission to trading on AIM at 7.00 a.m. on 11 July 2016.
It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of the Scheme Shareholders' opinion. Scheme Shareholders are therefore strongly urged to complete, sign and return the Forms of Proxy (once received) as soon as possible.
Capitalised terms in this announcement (the "Announcement"), unless otherwise defined, have the same meanings as set out in the Scheme Document. Copies of this Announcement and the Scheme Document will be available (subject to certain restrictions relating to persons in certain overseas jurisdictions) on Sweett's website at www.sweettgroup.com up to and including the Effective Date. The contents of the website are not incorporated into, and do not form part of, this Announcement.
Timetable
The expected timetable of principal events for the implementation of the Scheme is set out below. If any of the key dates set out in the expected timetable changes, an announcement will be made through a Regulatory Information Service.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
All times shown in this document are London times, unless otherwise stated.
Event | Time and/or date |
Latest time for lodging Forms of Proxy and lodging an electronic proxy by way of CREST Proxy Instruction or online at www.capitashareportal.com for the: | |
Court Meeting (blue form) | 10.00 a.m. on 27 June 20161 |
General Meeting (white form) | 10.15 a.m. on 27 June 20162 |
Voting Record Time for the Court Meeting and General Meeting | close of business on 27 June 2016 |
Court Meeting | 10.00 a.m. on 29 June 20163 |
General Meeting | 10.15 a.m. on 29 June 20164 |
The following dates are indicative only and are subject to change5 | |
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Sweett Shares | 6 July 2016 |
Dealings in Sweett Shares on AIM suspended | 7.30 a.m. on 7 July 2016 |
Scheme Court Hearing | 7 July 2016 |
Scheme Record Time Effective Date of the Scheme | 6.00 p.m. on 7 July 2016 8 July 2016 |
Cancellation of admission to trading on AIM of Sweett Shares | 7.00 a.m. on 11 July 2016 |
Latest date for settlement through CREST or despatch of cheques in respect of the Cash Consideration. | 14 days after the Effective Date |
Long-stop date, being the date by which the Scheme must be implemented | 31 August 2016 |
Notes
1. It is requested that blue Forms of Proxy for the Court Meeting be lodged at least 48 hours prior to the time appointed for the Court Meeting. Blue Forms of Proxy not so lodged may be handed to the Chairman of the Court Meeting or Capita Asset Services before the start of the Court Meeting.
2. White Forms of Proxy for the General Meeting must be lodged at least 48 hours prior to the time appointed for the General Meeting. White Forms of Proxy may NOT be handed to the Chairman of the General Meeting or Capita Asset Services at the General Meeting.
3. If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be close of business on the day which is two days before the date set for such adjourned Meeting.
4. Or as soon thereafter as the Court Meeting shall have concluded or been adjourned.
5. These dates and times are indicative only and will depend, among other things, upon the date upon which the Court sanctions the Scheme and the date on which the Conditions are satisfied or (if applicable) waived. Sweett will give adequate notice of any change(s) by issuing an announcement through a Regulatory Information Service. All Sweett Shareholders have the right to attend the Scheme Court Hearing.
Enquiries: | |
Sweett Group plc | |
Douglas McCormick - Chief Executive Officer Patrick Sinclair - Chief Financial Officer Josephine Guckian - Group Marketing and Communications Director | +44 (0) 20 7061 9000 +44 (0) 20 7061 9000 +44 (0) 20 7061 9000 |
Stockdale Securities Limited (Sweett's Financial Adviser) | |
Tom Griffiths Ed Thomas | +44 (0) 20 7601 6100 +44 (0) 20 7601 6100 |
Camarco | |
Billy Clegg Georgia Mann | +44 (0) 20 3757 4980 +44 (0) 20 3757 4980 |
WSP Global Inc. | |
Pierre Shoiry - Chief Executive Officer Alexandre L'Heureux - Chief Financial Officer and incoming CEO Isabelle Adjahi - Vice President, Investor Relations and Corporate Communications Paul Dollin - Chief Operating Officer
| +1 (514) 340 0046 +1 (514) 340 0046 +1 (514) 340 0046
+44 (0) 20 7314 5000 |
Opus Corporate Finance LLP (WSP's Financial Adviser) | |
Malcolm Strang
| +44 (0) 20 7025 3600 |
Opus, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for WSP and no one else in connection with the Acquisition and the other matters referred to in this announcement and the Scheme Document and will not be responsible to anyone other than WSP for providing the protections afforded to clients of Opus or for providing advice in connection with the Acquisition or any matter or arrangement referred to herein.
Stockdale, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Sweett and no one else in connection with the Acquisition, the other matters referred to in this announcement and the Scheme Document and will not be responsible to anyone other than Sweett for providing the protections afforded to clients of Stockdale or for providing advice in connection with the Acquisition or any matter or arrangement referred to herein.