CSG.L Regulatory News (CSG)

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

24 June 2016

RECOMMENDED CASH OFFER

for

Sweett Group plc ("Sweett")

by

Currie & Brown Holdings Limited ("Currie & Brown")

Summary

· The boards of directors of Currie & Brown and Sweett are pleased to announce that they have reached agreement on the terms of a recommended cash offer pursuant to which Currie & Brown, a wholly-owned subsidiary of Dar, will acquire the entire issued and to be issued share capital of Sweett.

· Under the terms of the Offer, Sweett Shareholders will be entitled to receive 42 pence in cash for each Sweett Share held, valuing the entire issued share capital of Sweett at approximately £29 million. The consideration payable under the Offer will be funded from Currie & Brown's existing cash resources.

· The Offer price represents a premium of approximately:

· 83 per cent to the Closing Price per Sweett Share of 23 pence on 24 May 2016 (being the last Business Day prior to the start of the Offer Period);

· 110 per cent to the six-month average price per Sweett Share of 20 pence (being the average Closing Price for the six month period ended on 24 May 2016, being the last Business Day prior to the start of the Offer Period); and

· 20 per cent to the offer price of 35 pence per Sweett Share under the WSP Proposal which was announced by WSP on 25 May 2016.

· The Sweett Directors, who have been so advised by Stockdale, consider the terms of the Offer to be fair and reasonable. In providing its advice to the Sweett Directors, Stockdale has taken into account the commercial assessments of the Sweett Directors.

· The Sweett Directors intend unanimously to recommend that Sweett Shareholders accept the Offer. Accordingly, the Board of Sweett has withdrawn its recommendation for the WSP Proposal.

· Currie & Brown has been unable to obtain irrevocable undertakings from the Sweett Directors because the irrevocable undertakings which the Sweett Directors entered into with WSP continue to be binding in the event that a higher competing offer is made for Sweett. In addition, Currie & Brown has been unable to obtain an irrevocable undertaking from Cyril Sweett Trustee Company Limited (in its capacity as trustee of the Cyril Sweett SIP) with respect to the unvoted Sweett Shares because the irrevocable undertaking which Cyril Sweett Trustee Company Limited entered into with WSP continues to be binding as a result of no higher competing offer being announced within five days from the date on which the WSP Scheme Document was posted.

· However, as a result of this announcement, the undertaking to vote in favour of the WSP Proposal given by Kim Berry, Close Asset Management Holdings Limited, Alastair Bloore and Jane Bloore in each of their respective irrevocable undertakings entered into with WSP has fallen away. The other restrictions continue to apply, including the restriction on granting another irrevocable undertaking to a third party and from accepting an offer from a third party before the WSP Proposal lapses.

· Currie & Brown is a leading physical assets management and construction consultancy with a focus on advising clients in respect of the management and utilisation of their physical assets throughout their whole life. Currie & Brown provides a wide range of professional services based around the core disciplines of project management, cost management, building surveying and advisory services.

· The Dar Group is an international network of professional service firms, comprised of over 17,000 staff members assisting clients in over 100 countries around the world. The Dar Group is dedicated to planning, designing, engineering, and project managing facilities, installations and structures that contribute to the sustainable advance of communities worldwide.

· Sweett is an international business provider of professional services for the construction and management of building and infrastructure projects. Its services include quantity surveying/cost management, project management, building surveying and specialist and advisory services. Sweett's ongoing operations are predominantly in the UK save for a small presence in mainland Europe and North America. Sweett's network of offices services clients across a diverse range of industry sectors in both the public and private sectors, including education, health, retail and mixed use, government/local authority, housing and transport and infrastructure.

· Currie & Brown believes that, following completion of the Acquisition, it can generate cost-savings, principally through the intended delisting of Sweett and the rationalisation of property, back office and shared services. On completion of the Acquisition, the Sweett Directors will step down from the Board of Sweett in accordance with terms of their respective contractual arrangements.

· Given Sweett's current bank borrowing facilities expire on 8 July 2016, Currie & Brown has made an offer of a term debt facility of £9,450,000 which, if accepted by Sweett and on satisfaction of the conditions precedent thereto, may be utilised by Sweett upon short notice. The debt facility is permitted to be used to refinance the overdraft facilities made available to Sweett by the Bank of Scotland (including providing cash cover for certain bonds provided by the Bank of Scotland) and for working capital purposes. The economic terms of this debt facility are substantially similar to the terms of the ancillary facilities provided by the Bank of Scotland that are currently available to Sweett.

· Currie & Brown has also agreed to provide a comfort letter linked to the provision of the debt facility (the "Comfort Letter"). The Comfort Letter is not legally binding but provides assurance to Sweett that Currie & Brown has sufficient cash or other liquid assets available to it to ensure it is able to meet its obligation to advance the loan under the debt facility in the amount and time required under the terms of the facility letter.

· The Offer is subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Offer Document, which it is expected will be despatched to Sweett Shareholders as soon as reasonably practicable and, in any event, within 28 days of this announcement.

· Commenting on the Acquisition, John Dodds, Chairman of Sweett, said:

"The Sweett Directors have considered the merits of the WSP Proposal and the Offer and are now recommending the Offer of 42 pence in cash per Sweett Share as it provides most value for Sweett Shareholders. In addition, in light of the unwillingness of the Sweett Group's bank to extend facilities to the Sweett Group beyond 8 July 2016, the Sweett Directors have also taken into account Currie & Brown's provision of the Liquidity Facility. Furthermore, the Sweett Directors consider that the Offer provides an attractive premium to the price per Sweett Share prior to commencement of the Offer Period and the WSP Proposal and allows all Sweett Shareholders to realise their investment in cash."

· Commenting on the Acquisition, David Broomer, Group Chairman of Currie & Brown, said:

"This transaction will bring together two well-respected businesses to create a leading construction advisory business and deliver a key element of Currie & Brown's strategy - to provide a quality offering to global and local clients alike. The acquisition of Sweett will create a business of substantial scale in the UK, which will provide a compelling offer to clients and significant opportunities for all our people to develop."

· Commenting on the Acquisition, Euan McEwan, Group Chief Executive Officer of Currie & Brown, said:

"Having recently met the Sweett senior management team, I have been impressed by the quality and calibre of the people and the business. I look forward to welcoming them to Currie & Brown."

· London Bridge Capital Infrastructure Limited is acting as financial adviser to Currie & Brown in respect of the Offer. Ashurst LLP is acting as legal adviser to Currie & Brown in respect of the Offer.

· Stockdale Securities Limited is acting as financial adviser to Sweett in respect of the Offer and for the purposes of Rule 3 of the Code. Pinsent Masons LLP is acting as legal adviser to Sweett in respect of the Offer.

This summary should be read in conjunction with, and is subject to, the accompanying full text of this announcement (including the Appendices). The Offer will be subject to the satisfaction or, where applicable, waiver of the Conditions and certain further terms set out in Appendix I to this announcement and to the full terms and conditions which will be set out in the Offer Document. Appendix I to this announcement contains the Conditions to, and certain further terms of, the Offer. Appendix II to this announcement contains further details of the sources of information and bases of calculations set out in this announcement. Appendix III to this announcement contains definitions of certain expressions used in this summary and in this announcement.

London Bridge Capital Infrastructure Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Currie & Brown and no one else in connection with the Offer and the other matters referred to in this announcement and the Offer Document and will not be responsible to anyone other than Currie & Brown for providing the protections afforded to clients of London Bridge Capital Infrastructure Limited or for providing advice in connection with the Offer or any matter or arrangement referred to herein.

Stockdale, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Sweett and no one else in connection with the Offer, the other matters referred to in this announcement and the Offer 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 Offer or any matter or arrangement referred to herein.

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of an offer to buy any securities or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. The Offer will be made solely by means of the Offer Document and the Form of Acceptance accompanying the Offer Document or any document by which the Offer is made which will contain the full terms and conditions of the Offer, including details of how to accept the Offer. Sweett Shareholders are advised to read the formal documentation in relation to the Offer carefully once despatched.

Overseas Shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves of, and observe, any applicable requirements. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This announcement has been prepared for the purposes of complying with the laws of England and Wales, the AIM Rules 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 any jurisdiction outside England and Wales.

Unless otherwise determined by Currie & Brown or required by the Code, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. The Offer (unless otherwise permitted by applicable law and regulation) will not be made, directly or indirectly, in or into, or by the use of the mails, or by any means of instrumentality (including without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of any Restricted Jurisdiction, and the Offer will not be capable of acceptance from or within any Restricted Jurisdiction.

The availability of the Offer to Sweett 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 legal or regulatory requirements.

US Shareholders

The Offer will be made for securities of an English company with a listing on AIM, and Sweett Shareholders in the United States should be aware that this announcement, the Offer Document and any other documents relating to the Offer have been or will be prepared in accordance with the Code and UK disclosure requirements, format and style, all of which differ from those generally applicable in the United States. Sweett's financial statements and all financial information that is included in this announcement, or that may be included in the Offer Document or any other documents relating to the Offer, have been or will be prepared in accordance with International Financial Reporting Standards adopted in the European Union and may not be comparable to the financial statements or other financial information of US companies. The Offer will be for the securities of a non-US company which does not have securities registered under Section 12 of the US Securities Exchange Act and the Offer is not subject to the provisions of Section 14(d) of, or Regulation D under, the US Securities Exchange Act. The Offer will be made in the United States pursuant to the applicable provisions of Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act, and otherwise in accordance with the requirements of the Code. Accordingly, the Offer will be subject to disclosure and other procedural requirements that are different from those applicable under US domestic tender offer procedures and laws.

The receipt of cash pursuant to the Offer by a US holder of Sweett Shares may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each US shareholder of Sweett is urged to consult with his, her or its independent professional adviser regarding any acceptance of the Offer including, without limitation, to consider the tax consequences associated with such holder's acceptance of the Offer.

Neither the US Securities and Exchange Commission nor any other US state securities commission has approved or disapproved the Offer, or passed judgment upon the fairness or merits of the Offer or passed judgment upon the adequacy or completeness of this announcement or the Offer Document. Any representation to the contrary is a criminal offence.

Forward-looking statements

This announcement contains statements about Currie & Brown and Sweett that are or may be forward-looking statements and which are prospective in nature. All statements other than statements of historical fact included in this announcement may be forward-looking statements. They are based on current expectations and projections 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. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" 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 Currie & Brown's or Sweett's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation and global economic conditions on Currie & Brown's or Sweett's businesses.

Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results, performance or achievements to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. Each of the Sweett Group and the Currie & Brown Group and each of their respective members, directors, officers, employees, advisers and persons acting on their behalf, expressly disclaims any intention or obligation to update or revise any forward-looking or other statements contained herein, whether as a result of new information, future events or otherwise, except as required by applicable law. Except as expressly provided in this announcement, forward-looking or other statements have not been reviewed by the auditors of the Sweett Group or the Currie & Brown Group. All subsequent oral or written forward-looking statements attributable to any member of the Sweett Group or Currie & Brown Group or any of their respective associates, directors, officers, employees or advisers or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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% 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 pm (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 Takeover 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.

Please be aware that addresses, electronic addresses and certain information provided by Sweett Shareholders, persons with information rights and other relevant persons for the receipt of communications from Sweett may be provided to Currie & Brown during the Offer Period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c).

Publication on website and availability of hard copies

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on each of Currie & Brown's and Sweett's websites at www.curriebrown.com and http://www.sweettgroup.com/investors, respectively, by no later than 12.00 noon (London time) on the Business Day following this announcement. Neither the contents of Currie & Brown's website, nor those of Sweett's website, nor those of any other website accessible from hyperlinks on either Currie & Brown's or Sweett's website, are incorporated into or form part of this announcement.

You may request a hard copy of this announcement (and any information incorporated by reference in this announcement) free of charge (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) by writing to Sweett's registrars, Capita Asset Services of The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by calling 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open 9.00 a.m. to 5.30 p.m. Monday to Friday excluding public holidays in England and Wales. Please note that Capita Asset Services cannot provide any financial, legal or tax advice and calls may be recorded any monitored for security and training purposes. It is important that you note that unless you make such a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

Rule 2.10 Requirement

In accordance with Rule 2.10 of the Code, Sweett confirms that as at the date of this announcement, it has in issue and admitted to trading on AIM 68,681,091 ordinary shares of 10 pence each (excluding ordinary shares held in treasury). The International Securities Identification Number (ISIN) of the ordinary shares is GB00B23QD109.

Contents of this announcement

If you are in any doubt about the contents of this announcement or the action that you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser.

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

24 June 2016

RECOMMENDED CASH OFFER

for

Sweett Group plc ("Sweett")

by

Currie & Brown Holdings Limited ("Currie & Brown")

1. Introduction

The boards of directors of Currie & Brown and Sweett are pleased to announce that they have reached agreement on the terms of a recommended cash offer pursuant to which Currie & Brown, a wholly-owned subsidiary of Dar, will acquire the entire issued and to be issued share capital of Sweett. It is intended that the Offer will be implemented by way of a takeover offer under the Code and within the meaning of Part 28 of the Companies Act.

2. The OFFER

Under the terms of the Offer, which will be subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Offer Document, Sweett Shareholders will be entitled to receive for each Sweett Share 42 pence in cash.

The Offer Price is on the basis that no dividends will be declared following the date of this announcement and, accordingly, if the Offer completes, no final dividend will be paid to Sweett Shareholders in respect of Sweett's financial year ended 31 March 2016.

The Offer values the entire existing issued share capital of Sweett at approximately £29 million and represents a premium of approximately:

· 83 per cent to the Closing Price per Sweett Share of 23 pence on 24 May 2016 (being the last Business Day prior to the start of the Offer Period);

· 110 per cent to the six month average price per Sweett Share of 20 pence (being the average Closing Price for the six month period ended on 24 May 2016 being the last Business Day prior to the start of the Offer Period); and

· 20 per cent to the offer price of 35 pence per Sweett Share under the WSP Proposal which was announced by WSP on 25 May 2016.

It is expected that the Offer Document will be published as soon as reasonably practicable and, in any event, within 28 days of this announcement.

3. Background to and reasons for the Offer

Over recent years, Currie & Brown has been following an ambitious growth programme. Currie & Brown believes that Sweett is an excellent strategic fit with Currie & Brown's existing operations and the Acquisition represents an opportunity for Currie & Brown to realise its ambition, not only to grow globally, but also to increase substantially its presence in the UK.

The announcement today of the Offer follows on from last year's acquisition of Sweett's APAC and India businesses. Following completion of the Acquisition, the Combined Entity will have approximately 620 staff in the UK, covering all regions and sectors.

Currie & Brown also believes that the Offer represents a compelling proposition for Sweett Shareholders and gives certainty in cash today against the inherent uncertainty of the delivery of future value at a time of economic uncertainty.

4. background to and reasons for the recommendation

On 25 May 2016, it was announced that the boards of WSP and Sweett had reached agreement on the terms of a recommended acquisition by WSP (or a wholly-owned subsidiary) of the entire issued and to be issued share capital of Sweett for 35 pence in cash per Sweett Share. The WSP Scheme Document was posted to Sweett Shareholders on 8 June 2016.

Following the announcement of the WSP Proposal, Sweett was approached by Currie & Brown regarding a possible higher competing offer. On 7 June 2016, Sweett received a non-binding conditional proposal from Currie & Brown to acquire Sweett at 42 pence per Sweett Share in cash.

The Sweett Directors consider Currie & Brown to be a credible counterparty and believes that the Sweett business would benefit from the international reach and financial support that Currie & Brown, as a member of the Dar Group, is able to provide.

The Board of Sweett has also considered the Offer with regard to price, transaction timing and execution risk. As referred to above, the Offer Price of 42 pence per Sweett Share represents a significant premium both to the Closing Price per Sweett Share on the last Business Day prior to the Offer Period and to the price per Sweett Share offered by WSP in the WSP Proposal. In addition, the Offer is all cash.

As a result of the Bank of Scotland's position not to extend the current facilities to Sweett beyond 8 July 2016 and in order for the Board of Sweett to be in a position to recommend the Offer, Currie & Brown has made an offer of a term debt facility of £9,450,000 which, if accepted by Sweett and on satisfaction of the conditions precedent thereto, may be utilised by Sweett upon short notice. The debt facility is permitted to be used to refinance the overdraft facilities made available to Sweett by the Bank of Scotland (including providing cash cover for certain bonds provided by the Bank of Scotland) and for working capital purposes. The economic terms of this debt facility are substantially similar to the terms of the ancillary facilities provided by the Bank of Scotland that are currently available to Sweett. The provision of this facility thereby provides greater certainty of value to Sweett Shareholders and reduces the short-term possibility of Sweett being unable to operate as a going concern.

Currie & Brown has also agreed to provide the Comfort Letter linked to the provision of the debt facility. The Comfort Letter is not legally binding but provides assurance to Sweett that Currie & Brown has sufficient cash or other liquid assets available to it to ensure it is able to meet its obligation to advance the loan under the debt facility in the amount and time required under the terms of the facility letter.

The Board of Sweett therefore believes that the Offer represents substantial value and certainty for Sweett Shareholders.

5. Recommendation

Following careful consideration of the above factors, the Board of Sweett, which has been so advised by Stockdale, as the independent adviser for the purpose of Rule 3 of the Code, considers the terms of the Offer to be fair and reasonable as far as Sweett Shareholders are concerned. In providing its advice to the Board of Sweett, Stockdale has taken into account the commercial assessments of the Sweett Directors. Accordingly, the Sweett Directors have withdrawn their recommendation of the WSP Proposal and intend unanimously to recommend that Sweett Shareholders accept the Offer.

Having regard to the restrictions on certain Sweett Shareholders from accepting the Offer until it has become, or is declared, unconditional in all respects, it is important that all Sweett Shareholders accept the Offer (to the extent permitted). Therefore, the Sweett Board strongly urges all Sweett Shareholders to accept the Offer as soon as possible following the despatch of the Offer Document.

Currie & Brown has been unable to obtain irrevocable undertakings from the Sweett Directors because the irrevocable undertakings which the Sweett Directors entered into with WSP, continue to be binding in the event that a higher competing offer is made for Sweett.

The Chairman of each of the Court meeting and the Sweett shareholder meeting proposes to adjourn both the Court meeting and the Sweett shareholder meeting scheduled for 29 June 2016 at which the WSP Proposal was to be put to the Sweett Shareholders.

6. Irrevocable undertakings

The undertaking to vote in favour of the WSP Proposal (or in the event that the WSP Proposal is implemented by way of contractual offer, to accept or procure acceptance of such offer) given by Kim Berry, Close Asset Management Holdings Limited, Alastair Bloore and Jane Bloore in each of their respective irrevocable undertakings entered into with WSP has fallen away as a result of this announcement. The other restrictions continue to apply, including the restriction on granting another irrevocable undertaking to a third party and from accepting an offer from a third party before the WSP Proposal lapses.

As referred to above, Currie & Brown has been unable to obtain irrevocable undertakings from the Sweett Directors because the irrevocable undertakings which the Sweett Directors entered into with WSP continue to be binding in the event that a higher competing offer is made for Sweett. In addition, Currie & Brown has been unable to obtain an irrevocable undertaking from the Cyril Sweett Trustee Company Limited (in its capacity as trustee of the Cyril Sweett SIP) with respect to the unvoted Sweett Shares because the irrevocable undertaking which the Cyril Sweett Trustee Company Limited entered into with WSP continues to be binding as a result of no higher competing offer being announced within five days from the date on which the WSP Scheme Document was posted.

7. Information on Currie & Brown

Currie & Brown is a leading physical assets management and construction consultancy with a focus on advising clients in respect of the management and utilisation of their physical assets throughout their whole life. Currie & Brown provides a wide range of professional services based around the core disciplines of project management, cost management, building surveying and advisory services.

Through its network of offices in Asia Pacific, the Americas, Europe, the Middle East, India and the UK, Currie & Brown operates across both the private and public sectors and all industries, from high-tech and hospitality to pharmaceuticals and life sciences.

8. information on THE DAR GROUP

The Dar Group is an international network of professional service firms, comprised of over 17,000 staff members assisting clients in over 100 countries around the world. The Dar Group is dedicated to planning, designing, engineering, and project managing facilities, installations and structures that contribute to the sustainable advance of communities worldwide. In the financial year ended 31 December 2015, the Dar Group earned fees of over US$2.5 billion.

With its principal offices in Beirut, Cairo, London, Pune, Amman, Chicago, San Francisco, Hong Kong, Taipei, Singapore, Paris, Cincinnati, Linz, St. Louis, Johannesburg, and Vicenza, the Dar Group operates from a total of 193 offices in 46 countries spanning the Americas, Europe, Australasia, the Middle East, Africa, and Asia.

9. Information on Sweett

Sweett, which was established in 1928, is an international business provider of professional services for the construction and management of building and infrastructure projects. Its services include quantity surveying/cost management, project management, building surveying and specialist and advisory services. Sweett's ongoing operations are predominantly in the UK save for a small presence in mainland Europe and North America. Sweett's network of offices services clients across a diverse range of industry sectors in both the public and private sectors, including education, health, retail and mixed use, government/local authority, housing and transport and infrastructure.

Following admission of Sweett's shares to trading on AIM in October 2007, there was a period of organic growth and inorganic growth by acquisition. In 2015, following a change of senior management, Sweett undertook a strategic review, the key result of which was to focus on improving profitability and cashflow and to reduce debt. As a consequence, the decision was taken to dispose of Sweett's APAC and Indian businesses and to focus on the core UK and European business. The disposal to Currie & Brown was announced in October 2015 for a consideration of £9.3 million in cash which was used mainly to reduce the Sweett Group's indebtedness.

Following the strategic review, Sweett was reorganised into five business units, namely London and the South-East, England and Wales, Scotland and Ireland, mainland Europe and North America. In addition, in December 2015, Sweett announced that it had decided to exit the Middle East as soon as practicable and was reviewing its options. Subsequently, Sweett announced in February 2016 that its board had resolved to close its MENA operations and withdraw from the region. Sweett employs approximately 600 people, mainly based in the United Kingdom.

10. Current trading and prospects of Sweett

On 26 April 2016, Sweett released a trading update which included the following information in relation to Sweett Group's current trading and prospects.

"Trading in the year to 31 March 2016 in the Group's ongoing business (excluding MENA) which now predominantly comprises the UK has been strong with anticipated revenue of £54.9 million representing growth of approximately 6.6 per cent (2015: £51.5 million).

Profit before tax, adjusted for exceptional administrative expenses and amortisation of acquired intangibles for the ongoing business decreased in the year to approximately £2.2 million (2015: £2.9 million). This is due principally to one-off property costs of £0.3 million, legal costs resulting from a historical arbitration claim in Ireland of £0.2 million and costs associated with the refinancing of the Group's banking facilities of £0.3 million, all of which have been charged against the profit figure referred to above.

In October 2015 the Group disposed of the APAC and India businesses to Currie & Brown for £9.3 million in cash (before transaction and separation costs) (the "Sale"). As announced on 8 March 2016, Currie & Brown notified Sweett that it believes an adjustment of £1.8 million (since amended to £1.7 million) fell to be made in its favour under the terms of the Sale."

On 7 June 2016, Sweett announced that it had received an expert determination which found that a payment of £1.3 million was due from Sweett to Currie & Brown which has been made in full.

"In December 2015, the Group announced its intention to withdraw from MENA, a process which is progressing well and at a cost lower than originally anticipated. This is expected to be largely complete by 31 March 2017 resulting in a further cash outflow of approximately £1.0 million during the current financial year.

Earlier this year, the Group announced the resolution of the SFO investigation. This resulted in an order to pay a confiscation of £851,152 in May 2016 and a fine of £1.4 million, 50 per cent of which is to be paid by February 2017, with the remaining sum to be paid by February 2018.

As a result of the withdrawal from MENA and the SFO investigation, the Sweett Group's audited final results for the year ended 31 March 2016 include an exceptional charge of in aggregate approximately £5.1 million (2015: £1.7 million).

Net debt as at 31 March 2016 was significantly lower than expected at £2.6 million (31 March 2015: £9.5 million) although a number of identified and significant cash outflows relating to the items referred to above fall due shortly.

As at 31 March 2016, the ongoing Sweett Group's order book was £50.4 million, which was slightly down on the preceding year (31 March 2015: £52.1m), but affords the Sweett Group good visibility over the coming year.

In addition, the Sweett Group has a healthy pipeline of new opportunities across a number of sectors including infrastructure, education, health, retail and residential. The Sweett Board is optimistic for the current year to 31 March 2017 and expects the Sweett Group's ongoing business to have another year of strong revenue growth across all of its regions."

The following is extracted from Note 1 to Sweett's audited financial statements for the year ended 31 March 2016 published on 8 June 2016:

"The Group funds its activities through cash generated from operations supplemented with bank borrowings. The Group's principal banker is Bank of Scotland plc, part of the Lloyds Banking Group ("Lloyds"), which provides Sweett Group with overdraft and guarantee facilities. At 31 March 2016 the amount undrawn under the Group's credit lines was £3.1m (2015: £1.9m). The term loan, which stood at £5.625m at 31 March 2015, was repaid following the sale of the APAC and India businesses in October 2015. All liabilities to Bank of Scotland plc are shown as current liabilities as they are repayable on demand.

Due to the material one-off cash outflows following 31 March 2016 resulting from the conclusion of the SFO investigation, the closure of the MENA business and the claim from Currie & Brown (described in further detail in the Chief Executive's Review), the Group's cash position is likely to deteriorate materially in the short-term. In response, the Company entered into discussions with its banker regarding the renewal and/or renegotiation of its facilities which are due to expire on 30 June 2016 and the Board was exploring a number of options including a potential fundraising by the issue of new equity which was in progress at the time the Offer was made.

On 25 May 2016, a recommended cash offer for the Group was made by WSP at 35p per share. This is subject, inter alia, to shareholder approval at the shareholders' meetings on 29 June 2016. As a result, the current banking facilities, which are due to expire on 30 June 2016, have not yet been renewed. The Group's banker has however provided an assurance that they will extend the current banking facilities until 8 July 2016, the expected effective date of the Scheme and therefore the date of change of control.

The Sweett Directors have prepared a business plan and cash flow forecast for the period to 31 March 2018. The forecast contains certain assumptions about future sales, the gross margins achievable and the level of other operating expenses. In addition, the Directors have considered various downside sensitivities and management actions that could be undertaken to ensure the ongoing operation of the Group and the Company, based on an assumed level of funding.

Having reviewed the business plan and subject to the uncertainties described above, the Directors have a reasonable expectation that the Group and the Company will have adequate resources to continue operating for the foreseeable future. Therefore the Directors continue to adopt the going concern basis in preparing the financial statements and these financial statements do not include adjustments that would result if the Group and the Company were unable to continue as a going concern. Should the sale to WSP or another bona fide alternative purchaser not materialise, the Directors would need to seek alternative sources of funding in order for the Group and Company to be able to meet their debts as they fall due upon expiry of the Group's current banking facilities.

As a result, the Directors have concluded that pending the acquisition of Sweett Group by WSP being completed as expected or successful agreement to raise additional funding being reached, there exists a material uncertainty which may cast significant doubt over the ability of the Group and the Company to continue as a going concern."

11. Intentions for the Combined Entity

Currie & Brown attaches great importance to the skills and experience of the existing Sweett management and employees, and believes that the Sweett management and employees will, following completion of the Acquisition, benefit from being part of the Combined Entity.

It is intended that, as soon as practicable following completion of the Acquisition, Sweett will cease to operate under the Sweett brand, and will instead trade under the Currie & Brown brand.

Currie & Brown also recognises that, in order to achieve certain of the expected benefits of the Acquisition, a detailed review of the Sweett business will be required. Until such review occurs, Currie & Brown is unable to assess the impact that the Acquisition will have on the employees of the Combined Entity, the location of their place of business or any redeployment of assets. Although no firm decision has been made, Currie & Brown currently expects to generate cost-savings through:

· the delisting of Sweett given that certain functions associated with Sweett's status as a listed company may be reduced or no longer required; and

· the rationalisation of property, back office and other shared services in order to remove duplication and optimise these functions.

On completion of the Acquisition, the Sweett Directors will step down from the Board of Sweett in accordance with the terms of their respective contractual arrangements.

Currie & Brown also notes Sweett's previously announced intention to close its MENA operations and withdraw from that region.

12. Sweett Share Schemes

The Acquisition will impact on awards held by participants in the Sweett Share Schemes. Participants will be contacted to explain the effect of the Acquisition on their awards and the courses of action open to them. Appropriate proposals will be made to such participants in due course.

Sweett intends to cash settle all rights under the Cyril Sweett Performance Share Plan, at a cost of £112,414, so no Sweett Shares will be issued under this plan. A maximum of 2,694,775 Sweett Shares will be issued to satisfy rights under the Sweett Share Option Schemes, ignoring options with an exercise price exceeding 42 pence per share.

13. Financing

Currie & Brown is providing the cash consideration payable under the Acquisition from its existing cash resources, which have been made available to it by Dar.

London Bridge Capital Infrastructure Limited, financial adviser to Currie & Brown, has confirmed that it is satisfied that sufficient financial resources are available to Currie & Brown to satisfy in full the cash consideration payable to Sweett Shareholders under the terms of the Acquisition.

14. Offer-related Arrangements

Confidentiality Agreement

Currie & Brown and Sweett entered into a confidentiality agreement on 7 June 2016 (the "Confidentiality Agreement") pursuant to which Currie & Brown has undertaken to keep information relating to Sweett confidential and not to disclose it to third parties (other than to permitted disclosees) unless required by law or regulation. These confidentiality obligations will remain in force for a period of two years from 7 June 2016.

15. facility

The Bank of Scotland has notified Sweett that it shall not be extending the existing credit facilities that it has made available to Sweett beyond their current expiry of 8 July 2016. This date was extended from 30 June 2016 in order to align the maturity of these existing credit facilities with the date on which the WSP Proposal was due to have become unconditional and effective. Given Sweett's current facilities expire on 8 July 2016 and in order to be in a position to recommend the Offer, the Board of Sweett needed to seek alternative funding.

Accordingly, in light of the Bank of Scotland's position, and in order to assist Sweett in its ability to continue as a going concern throughout the period during which the Offer remains open for acceptance by Sweett Shareholders, Currie & Brown has today made an offer of a term debt facility of £9,450,000 which, if accepted by Sweett and on satisfaction of the conditions precedent thereto, may be utilised by Sweett upon short notice (the "Liquidity Facility"). The debt facility is permitted to be used to refinance the overdraft facilities made available to Sweett by the Bank of Scotland (including providing cash cover for certain bonds provided by the Bank of Scotland) and for working capital purposes. The facility, once drawn, will be available until the later of: (i) the date falling 90 days after the date on which the Offer becomes or is declared unconditional or effective; (ii) the date falling 90 days after the date on which a party's offer (other than the Offer) for all of the ordinary share capital of Sweett in accordance with Rule 2.7 of the Code (the "Competing Offer") becomes or is declared unconditional or effective; and (iii) the date falling 90 days after the latest date when either the Offer or any Competing Offer lapses or is withdrawn.

The economic terms of this debt facility are substantially similar to the terms of the ancillary facilities provided by the Bank of Scotland that are currently available to Sweett. The Liquidity Facility will be secured against certain English assets of Sweett and guaranteed by certain English group companies.

16. Opening Position Disclosure

Currie & Brown confirms that an Opening Position Disclosure setting out the details required to be disclosed by it under Rule 8.1(a) of the Code will be made in accordance with Note 2(a)(i) to Rule 8 of the Code.

17. Structure of the Acquisition

It is intended that the Acquisition will be effected by means of a takeover offer under Part 28 of the Companies Act and the Code. Currie & Brown reserves the right, subject to the consent of the Panel, to effect the Acquisition by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

The Sweett Shares shall be acquired under 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 this announcement.

The Offer Document and the Form of Acceptance accompanying the Offer Document will be published within 28 days of this announcement (subject to any extension agreed by Currie & Brown and Sweett with the consent of the Panel). The Offer Document and accompanying Form of Acceptance will be made available to all Sweett Shareholders at no charge to them. Sweett Shareholders are urged to read the Offer Document and the accompanying Form of Acceptance when they are sent to them because they will contain important information.

An indicative timetable setting out the expected dates for implementation of the Offer will be included in the Offer Document.

18. COMPULSORY ACQUISITION

If Currie & Brown receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent. or more of the Sweett Shares by nominal value and voting rights attaching to such shares to which the Offer relates and assuming that all of the other Conditions of the Offer have been satisfied or waived (if capable of being waived), Currie & Brown intends to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining Sweett Shares in respect of which the Offer has not been accepted on the same terms as the Offer.

19. Conditions

The Offer will be subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Offer Document.

20. Delisting and re-registration

After the Offer becomes, or is declared, unconditional in all respects and if Currie & Brown has by virtue of its shareholdings and acceptances of the Offer acquired, or agreed to acquire, Sweett Shares representing at least 75 per cent. of the voting rights of Sweett, Currie & Brown intends to procure the making of an application by Sweett for cancellation of the admission to trading on AIM of Sweett Shares. A notice period of not less than 20 Business Days before the cancellation will commence on the date on which the Offer becomes, or is declared, unconditional in all respects. Delisting would significantly reduce the liquidity and marketability of any Sweett Shares not assented to the Offer.

It is also proposed that Sweett will be re-registered as a private company in due course.

21. General

The bases and sources of certain financial information contained in this announcement are set out in Appendix II to this announcement. Certain terms used in this announcement are defined in Appendix III to this announcement.

The Offer will comply with, and be subject to, the applicable rules and regulations of the FCA, the London Stock Exchange, the Panel, the AIM Rules and the Code.

22. Documents on display

Copies of this announcement and the Confidentiality Agreement will, by no later than 12 noon on the Business Day following the date of this announcement, be made available on each of Currie & Brown's and Sweett's websites at www.curriebrown.com and http://www.sweettgroup.com/investors, respectively until the end of the Offer Period.

London Bridge Capital Infrastructure, which is authorised and regulated by the FCA, is acting exclusively for Currie & Brown and no one else in connection with the Offer and the other matters referred to in this announcement and the Offer Document and will not be responsible to anyone other than Currie & Brown for providing the protections afforded to clients of London Bridge Capital Infrastructure or for providing advice in connection with the Offer or any matter or arrangement referred to herein.

Stockdale, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Sweett and no one else in connection with the Offer, the other matters referred to in this announcement and the Offer 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 Offer or any matter or arrangement referred to herein.

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of an offer to buy any securities or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. The Offer will be made solely by means of the Offer Document and the Form of Acceptance accompanying the Offer Document or any document by which the Offer is made which will contain the full terms and conditions of the Offer, including details of how to vote in respect of the Offer.

Any approval, decision or other response to the Offer should be made only on the basis of the information in the Offer Document and any accompanying documentation sent by Currie & Brown or Sweett to Sweett Shareholders. Sweett Shareholders are strongly advised to read the formal documentation in relation to the Offer once it has been despatched. It is expected that the Offer Document together with the Form of Acceptance, will be posted to Sweett Shareholders as soon as is reasonably practicable and in any event within 28 days of this announcement, unless otherwise agreed with the Panel.

Sweett and Currie & Brown urge Sweett Shareholders to read the Offer Document and any accompanying documents when they become available because they will contain important information relating to the Offer.

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. Nothing contained in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of Sweett or the Sweett Group or Currie & Brown or the Currie & Brown Group, except where otherwise expressly stated.

Overseas Shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves of, and observe, any applicable requirements. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This announcement has been prepared for the purposes of complying with the laws of England and Wales, the rules of the London Stock Exchange 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 any jurisdiction outside England and Wales.

Unless otherwise determined by Currie & Brown or required by the Code, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. The Offer (unless otherwise permitted by applicable law and regulation) will not be made, directly or indirectly, in or into, or by the use of the mails, or by any means of instrumentality (including without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of any Restricted Jurisdiction, and the Offer will not be capable of acceptance from or within any Restricted Jurisdiction.

The availability of the Offer to Sweett 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 legal or regulatory requirements.

US Shareholders

The Offer will be made for securities of an English company with a listing on AIM, and Sweett Shareholders in the United States should be aware that this announcement, the Offer Document and any other documents relating to the Offer have been or will be prepared in accordance with the Code and UK disclosure requirements, format and style, all of which differ from those generally applicable in the United States. Sweett's financial statements and all financial information that is included in this announcement, or that may be included in the Offer Document or any other documents relating to the Offer, have been or will be prepared in accordance with International Financial Reporting Standards adopted in the European Union and may not be comparable to the financial statements or other financial information of US companies. The Offer will be for the securities of a non-US company which does not have securities registered under Section 12 of the US Securities Exchange Act and the Offer is not subject to the provisions of Section 14(d) of, or Regulation D under, the US Securities Exchange Act. The Offer will be made in the United States pursuant to the applicable provisions of Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act, and otherwise in accordance with the requirements of the Code. Accordingly, the Offer will be subject to disclosure and other procedural requirements that are different from those applicable under US domestic tender offer procedures and laws.

The receipt of cash pursuant to the Offer by a US holder of Sweett Shares may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each US shareholder of Sweett is urged to consult with his, her or its independent professional adviser regarding any acceptance of the Offer including, without limitation, to consider the tax consequences associated with such holder's acceptance of the Offer.

Neither the US Securities and Exchange Commission nor any other US state securities commission has approved or disapproved the Offer, or passed judgment upon the fairness or merits of the Offer or passed judgment upon the adequacy or completeness of this announcement or the Offer Document. Any representation to the contrary is a criminal offence.

Forward-looking statements

This announcement contains statements about Currie & Brown and Sweett that are or may be forward-looking statements and which are prospective in nature. All statements other than statements of historical fact included in this announcement may be forward-looking statements. They are based on current expectations and projections 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. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" 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 Currie & Brown's or Sweett's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation and global economic conditions on Currie & Brown's or Sweett's businesses.

Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results, performance or achievements to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. Each of the Sweett Group and the Currie & Brown Group and each of their respective members, directors, officers, employees, advisers and persons acting on their behalf, expressly disclaims any intention or obligation to update or revise any forward-looking or other statements contained herein, whether as a result of new information, future events or otherwise, except as required by applicable law. Except as expressly provided in this announcement, forward-looking or other statements have not been reviewed by the auditors of Sweett or Currie & Brown. All subsequent oral or written forward-looking statements attributable to any member of the Sweett Group or the Currie & Brown Group or any of their respective associates, directors, officers, employees or advisers or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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% 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 pm (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 Takeover 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.

Please be aware that addresses, electronic addresses and certain information provided by Sweett Shareholders, persons with information rights and other relevant persons for the receipt of communications from Sweett may be provided to Currie & Brown during the Offer Period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c).

Publication on website and availability of hard copies

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on each of Currie & Brown's and Sweett's websites at www.curriebrown.com and http://www.sweettgroup.com/investors, respectively, by no later than 12.00 noon (London time) on the Business Day following this announcement. Neither the contents of Currie & Brown's website, nor those of Sweett's website, nor those of any other website accessible from hyperlinks on either Currie & Brown's or Sweett's website, are incorporated into or form part of this announcement.

You may request a hard copy of this announcement (and any information incorporated by reference in this announcement) free of charge (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) by writing to Capita Assets Services of The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by calling 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 am - 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Please note that Capita Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. It is important that you note that unless you make such a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

Rule 2.10 Requirement

In accordance with Rule 2.10 of the Code, Sweett confirms that as at the date of this announcement, it has in issue and admitted to trading on AIM 68,681,091 ordinary shares of 10 pence each (excluding ordinary shares held in treasury). The International Securities Identification Number (ISIN) of the ordinary shares is GB00B23QD109.

APPENDIX I

CONDITIONS AND FURTHER TERMS OF THE OFFER

Part A - The Conditions

The Offer shall be subject to the following Conditions:

(a) valid acceptances of the Offer being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) on the First Closing Date of the Offer (or such later time(s) and/or date(s) as Currie & Brown may, subject to the rules of the Code or with the consent of the Panel, decide) in respect of not less than 75 per cent. (or such lower percentage as Currie & Brown may, subject to the Code, decide) in nominal value of the Sweett Shares to which the Offer relates and of the voting rights attached to those shares, provided that this Condition shall not be satisfied unless Currie & Brown (together with its wholly-owned subsidiaries) shall have acquired or agreed to acquire (whether pursuant to the Offer or otherwise), Sweett Shares which carry in aggregate more than 50 per cent. of the voting rights then normally exercisable at a general meeting of Sweett, including for this purpose (except to the extent otherwise agreed by the Panel) any such voting rights attaching to Sweett 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 (a):

(i) Sweett 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 shall carry upon issue;

(ii) the expression "Sweett Shares to which the Offer relates" shall be construed in accordance with Chapter 3 of Part 28 of the Companies Act;

(iii) Sweett Shares that cease to be held in treasury before the Offer becomes or is declared unconditional as to acceptances are Sweett Shares to which the Offer relates; and

(iv) valid acceptances shall be deemed to have been received in respect of Sweett Shares which are treated for the purposes of Part 28 of the Companies Act as having been acquired or contracted to be acquired by Currie & Brown by virtue of acceptances of the Offer;

(b) no Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken, or otherwise having done anything, or having enacted, made or proposed any statute, regulation or order (and there not continuing to be outstanding any such statute, regulation, decision or order) or taken any other step that would or might reasonably be expected to:

(i) make the Acquisition, its implementation or the acquisition or the proposed acquisition by Currie & Brown or any member of the Wider Currie & Brown Group of any shares or other securities in, or control or management of, Sweett or any member of the Wider Sweett Group void, illegal and/or unenforceable in any relevant jurisdiction, or otherwise directly or indirectly restrain, prevent, prohibit, restrict, delay or otherwise materially adversely interfere with the same or impose material additional conditions or obligations with respect to the Acquisition (or its implementation) or such acquisition, or otherwise impede, materially challenge or interfere with the Acquisition (or its implementation) or such acquisition, or require material adverse amendment to the terms of the Acquisition or the acquisition or proposed acquisition of any Sweett Shares or the acquisition of control or management of Sweett or any member of the Wider Sweett Group by Currie & Brown or any member of the Wider Currie & Brown Group;

(ii) materially limit or delay the ability of any member of the Wider Currie & Brown Group or any member of the Wider Sweett Group to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Wider Sweett Group or any member of the Wider Currie & Brown Group, as the case may be, taken as a whole;

(iii) require, prevent or materially delay any divestiture or alter the terms envisaged for any proposed divestiture by any member of the Wider Currie & Brown Group of any shares or other securities in Sweett or any member of the Wider Sweett Group (in any case to an extent which is or reasonably likely to be material in the context of the Wider Currie & Brown Group or the Wider Sweett Group, as the case may be, taken as a whole);

(iv) require, prevent or materially delay any divestiture or alter the terms envisaged for any proposed divestiture by any member of the Wider Currie & Brown Group or by any member of the Wider Sweett Group of all or any part of their respective businesses, assets or properties or limit the ability of any of them to conduct all or any part of their respective businesses or to own or control any of their respective assets or properties or any part thereof (in any case to an extent which is or is reasonably likely to be material in the context of the Wider Currie & Brown Group or the Wider Sweett Group, as the case may be, taken as a whole);

(v) other than in connection with the implementation of the Acquisition, require any member of the Wider Currie & Brown Group or of the Wider Sweett Group to subscribe for or acquire, or to offer to subscribe for or acquire, any shares or other securities (or the equivalent) or interest in, or any asset owned by, any member of the Wider Sweett Group or any Third Party;

(vi) materially limit the ability of any member of the Wider Currie & Brown Group or of the Wider Sweett Group to integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider Currie & Brown Group and/or of the Wider Sweett Group in each case in a manner which is material in the context of the Acquisition, or as the case may be, in the context of the Wider Currie & Brown Group or the Wider Sweett Group, as the case may be, taken as a whole;

(vii) result in any member of the Wider Currie & Brown Group or the Wider Sweett Group ceasing to be able to carry on business under any name under which it presently does so (in any case to an extent which is material in the context of the Wider Currie & Brown Group or the Wider Sweett Group, as the case may be, taken as a whole); or

(viii) save as Disclosed, otherwise adversely affect the business, assets, profits, financial or trading position or prospects of any member of the Wider Currie & Brown Group to a material extent, or, of the Wider Sweett Group, taken as a whole, to a material extent;

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten such actions, proceedings, suit, investigation, enquiry or reference or take any other step under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as the case may be);

(c) all material notifications, filings and/or applications which are necessary having been made, all appropriate waiting and other time periods (including any extensions of such waiting and other time periods) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or terminated (as appropriate) and all statutory or regulatory obligations in any relevant jurisdiction having been complied with, in each case in connection with the Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control of, Sweett or any other member of the Wider Sweett Group by any member of the Wider Currie & Brown Group or the carrying on by any member of the Wider Sweett Group of its business;

(d) all Authorisations which are necessary in any relevant jurisdiction for or in respect of the Acquisition (or its implementation) or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Sweett or any other member of the Wider Sweett Group by Currie & Brown or any member of the Wider Currie & Brown Group or the carrying on by any member of the Wider Sweett Group of its business having been obtained, in terms and in a form satisfactory to Currie & Brown from all appropriate Third Parties or from any persons or bodies with whom any member of the Wider Currie & Brown Group or any member of the Wider Sweett Group has entered into contractual arrangements and such Authorisations together with all authorisations necessary for any member of the Wider Sweett Group to carry on its business remaining in full force and effect, and there being no notice or other intimation of any intention to revoke, suspend, restrict, modify or not to renew any of the same having been made in connection with the Acquisition or any other matter directly, or indirectly, arising from the Acquisition (or its implementation), in each case where the absence of such Authorisation would have a material adverse effect on the Wider Sweett Group or the Wider Currie & Brown Group taken as a whole and all necessary statutory or regulatory obligations in any relevant jurisdiction having been complied with;

(e) save as Disclosed, there being no provision of any arrangement, agreement, lease, licence, permit, franchise or other instrument to which any member of the Wider Sweett Group is a party, or by or to which any such member or any of its assets is or may be bound, entitled or subject, or any circumstance, which, in each case as a consequence of the Acquisition (or its implementation) or the acquisition or proposed acquisition by Currie & Brown or any member of the Wider Currie & Brown Group or otherwise of any shares or other securities (or the equivalent) in, or control or management of, Sweett or any other member of the Wider Sweett Group, could reasonably be expected to result in, in any case to an extent which is or would be material in the context of the Wider Sweett Group taken as a whole:

(i) any monies borrowed by or any other indebtedness or liabilities (actual or contingent) of, or any grant available to, any member of the Wider Sweett Group being or becoming repayable or being capable of being declared repayable immediately or prior to their or its stated maturity or the ability of any member of the Wider Sweett Group to borrow monies or incur any indebtedness being withdrawn or inhibited or becoming capable of being withdrawn or inhibited;

(ii) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interests of any member of the Wider Sweett Group or any such mortgage, charge or other security interest (wherever and whenever created, arising or having arisen) becoming enforceable;

(iii) any such arrangement, agreement, lease, licence, permit, franchise or instrument, or the rights, liabilities, obligations or interests of any member of the Wider Sweett Group thereunder, being, or becoming capable of being, terminated or adversely modified or affected or any adverse action being taken or arising thereunder or any onerous obligation or liability arising thereunder;

(iv) any asset or interest of any member of the Wider Sweett Group or any asset the use of which is enjoyed by any member of the Wider Sweett Group being or falling to be disposed of or charged or ceasing to be available to any member of the Wider Sweett Group 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 Sweett Group otherwise than in the ordinary course of business;

(v) any member of the Wider Sweett Group ceasing to be able to carry on business under any name under which it presently does so;

(vi) the creation or assumption of any liabilities (actual or contingent) by any member of the Wider Sweett Group other than in the ordinary course of business;

(vii) the rights, liabilities, obligations or interests of any member of the Wider Sweett Group under any such arrangement, agreement, lease, licence, permit, franchise or other instrument or the interests or business of any such member in or with any other person, firm, company or body (or any agreements or arrangements relating to any such interests or business) being terminated, adversely modified or affected;

(viii) the financial or trading position or the prospects or the value or the profits of Sweett or of any member of the Wider Sweett Group being prejudiced or adversely affected;

(ix) the creation of any liability (actual or contingent) by any member of the Wider Sweett Group other than trade creditors or other liabilities incurred in the ordinary course of business; or

(x) any member of the Wider Sweett Group being required to acquire or repay any shares in and/or indebtedness of any member of the Wider Sweett Group owned by or owed to any third party;

and no event having occurred which, under any provision of any such arrangement, agreement, lease, license, permit, franchise or other instrument to which any member of the Wider Sweett Group is a party, or by or to which any such member or any of its assets may be found entitled or subject, would or would be likely to result in any of the events or circumstances which are referred to in paragraphs (i) to (x) of this Condition (e) in any case to an extent which is or would be material in the context of the Wider Sweett Group as a whole;

(f) save as Disclosed, no member of the Wider Sweett Group having since 31 March 2016:

(i) issued or agreed to issue, or authorised or proposed or announced its intention to authorise or propose the issue of, additional shares or securities of any class, or securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities (save as between Sweett and wholly-owned subsidiaries of Sweett and save for the issue of Sweett Shares pursuant to or in connection with the exercise or vesting of options or awards granted under, or the grant of options or awards under, the Sweett Share Schemes);

(ii) purchased or redeemed or repaid or proposed the purchase, redemption or repayment of any of its own shares or other securities (or the equivalent) or reduced or, save in respect of the matters mentioned in sub-paragraph (i) above made or authorised any other change to any part of its share capital other than pursuant to the implementation of the Acquisition;

(iii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus issue, dividend or other distribution, whether payable in cash or otherwise save for any dividend ("Permitted Dividend") declared before the date on which the Offer becomes or is declared unconditional in all respects by any wholly-owned subsidiary of Sweett to Sweett or any of its wholly-owned subsidiaries;

(iv) save for transactions between Sweett and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, made, authorised, proposed or announced an intention to make, propose or authorise any change in its loan capital in each case which is material to the Wider Sweett Group taken as a whole;

(v) save for transactions between Sweett and its wholly-owned subsidiaries or between such wholly-owned subsidiaries merged with, demerged or acquired any body corporate, partnership or business or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any material assets or any right, title or interest in any material assets (including shares in any undertaking and trade investments) or authorised, proposed or announced the same;

(vi) issued, authorised or proposed or announced an intention to authorise or propose the issue of, or made any change in or to, any debentures or, other than trade credit incurred in the ordinary course of business, incurred or increased any indebtedness or liability (actual or contingent) except as between Sweett and any of its wholly-owned subsidiaries or between such subsidiaries, which in any case is material in the context of the Wider Sweett Group taken as a whole;

(vii) other than pursuant to the Offer, entered into, implemented, effected or authorised any merger, demerger, reconstruction, amalgamation, scheme, commitment or other transaction or arrangement in respect of itself or another member of the Wider Sweett Group;

(viii) entered into, varied, authorised, proposed or announced an intention to enter into or vary any contract, agreement, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which:

(A) is of a long term, onerous or unusual nature or magnitude or which involves or is or is reasonably likely to involve an obligation of such a nature or magnitude;

(B) restricts or could reasonably be expected to restrict the business of any member of the Wider Sweett Group; or

(C) is other than in the ordinary course of business,

and which is, in any such case, material in the context of the Wider Sweett Group taken as a whole;

(ix) entered into or varied or made an offer (which remains open for acceptance) to vary to a material extent the terms of any contract, agreement, commitment or arrangement with any of the directors or senior executives of any member of the Wider Sweett Group or changed or entered into any commitment to change the terms of any of the Sweett Share Schemes (save as required to facilitate cashless exercise arrangements being operated in relation to options granted under the Sweett Share Schemes) save for salary increases and bonuses not resulting in total annual remuneration of any individual exceeding the immediately preceding year's remuneration by more than three per cent or other bonuses or variations of terms in the ordinary course of business which are not material in the context of the Acquisition or the Wider Sweett Group taken as a whole;

(x) taken any corporate action or had any step, application, filing in court, notice or legal proceedings started, served, instituted or threatened in writing against it or petition presented or order made for its winding-up (voluntarily or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any material part of its assets and revenues or any analogous proceedings in any jurisdiction which in any case is material in the context of the Wider Sweett Group taken as a whole;

(xi) been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or having entered into or taken steps to enter into a moratorium, composition, compromise or arrangement with its creditors in respect of its debts or ceased or threatened to cease carrying on all or a substantial part of its business;

(xii) other than in respect of a member which is dormant and was solvent at the relevant time, taken or proposed any step or corporate action, or had any legal proceedings instituted or threatened against it or petition presented or order made, in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, manager, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(xiii) waived, settled or compromised any claim (other than in the ordinary and usual course of business) to an extent which is material in the context of the Wider Sweett Group taken as a whole;

(xiv) terminated or varied the terms of any agreement or arrangement between any member of the Wider Sweett Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position or prospects of the Wider Sweett Group taken as a whole;

(xv) made any alteration to its articles of association other than as required to implement the Acquisition;

(xvi) put in place any pension schemes for its directors, employees or their dependants or made or agreed or consented to any material change to:

(A) the terms of the trust deeds constituting the pension schemes (if any) established for its directors, employees or their dependants; or

(B) the benefits which accrue, or to the pensions which are payable, thereunder; or

(C) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

(D) the basis upon which the liabilities (including pensions) of such pension schemes are funded or made,

or agreed or consented to any change to the trustees involving the appointment of a trust corporation;

(xvii) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Wider Sweett Group in a manner which is material in the context of the Wider Sweett Group taken as a whole; or

(xviii) entered into any contract, agreement, commitment or arrangement or passed any resolution or made any offer (which remains open for acceptance) or proposed or announced any intention with respect to any of the transactions, matters or events referred to in this Condition (f);

(g) since 31 March 2016, save as Disclosed:

(i) no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects of any member of the Wider Sweett Group which in any case is material in the context of the Wider Sweett Group taken as a whole;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Sweett Group is or may become a party (whether as plaintiff, defendant or otherwise) having been threatened, announced, implemented or instituted by or against or remaining outstanding against or in respect of any member of the Wider Sweett Group which has a material adverse effect on the Wider Sweett Group taken as a whole;

(iii) no enquiry or investigation by, or complaint or reference to, any Third Party having been threatened, announced, implemented, instituted by or against or remaining outstanding against or in respect of any member of the Wider Sweett Group which in any such case might have a material adverse effect on the Wider Sweett Group taken as a whole;

(iv) no enquiry or investigation by, or complaint or reference to, the SFO or DoJ (or any analogous body) having been threatened, announced, implemented, instituted by or against or remaining outstanding against or in respect of any member of the Wider Sweett Group which in any such case might have a material adverse effect on the Wider Sweett Group taken as a whole;

(v) no contingent or other liability having arisen or become apparent to any member of the Currie & Brown Group or increased other than in the ordinary course of business which might reasonably be expected to adversely affect any member of the Wider Sweett Group which is material in the context of the Wider Sweett Group taken as a whole in the context of the Acquisition;

(vi) no claim being made and no circumstance having arisen which might reasonably be expected to lead to a claim being made under the insurance of any member of the Wider Sweett Group where such claim would not be covered by such insurance and where such claim is material in the context of the Wider Sweett Group taken as a whole; and

(vii) no steps having been taken which are reasonably likely to result in the withdrawal, cancellation or termination or modification of any licence, permit or consent held by any member of the Wider Sweett Group which is necessary for the proper carrying on by such member of its business and which might reasonably be expected to have a material adverse effect on the Wider Sweett Group taken as a whole in the context of the Acquisition;

(h) Currie & Brown not having discovered (other than to the extent Disclosed):

(i) that any financial or business or other information concerning the Wider Sweett Group disclosed at any time by or on behalf of any member of the Wider Sweett Group, whether publicly, to any member of the Wider Currie & Brown Group or otherwise, is materially misleading or contains any material misrepresentation of fact or omits to state a fact necessary to make any information contained therein not materially misleading in each case to an extent which is material in the context of the Wider Sweett Group taken as a whole;

(ii) that any member of the Wider Sweett Group is, otherwise than in the ordinary course of business, subject to any liability (actual or contingent) which is material in the context of the Wider Sweett Group taken as a whole; or

(iii) any information which affects the import of any information disclosed to Currie & Brown at any time by or on behalf of any member of the Wider Sweett Group to an extent which is material and adverse in the context of the Wider Sweett Group taken as a whole;

(i) save as Disclosed, Currie & Brown not having discovered that:

(i) any past or present member of the Wider Sweett Group has failed to comply in any material respect with any applicable legislation, regulations or common law of any jurisdiction or any notice, order or requirement of any Third Party with regard to the use, treatment, handling, storage, transport, release, disposal, discharge, presence, spillage, leak or emission of any waste or hazardous or harmful substance or any substance likely to impair the environment or harm human or animal health, or otherwise relating to environmental matters or the health and safety of any person, or that there has otherwise been any such use, treatment, handling, storage, transport, release, disposal, discharge, presence, spillage, leak or emission (whether or not the same constituted non-compliance by any person with any legislation, regulations or law and wherever the same may have taken place) which, in any case, would be reasonably likely to give rise to any liability (whether actual or contingent) or cost on the part of any member of the Wider Sweett Group which in any case is material in the context of the Wider Sweett Group taken as a whole;

(ii) there is, or is reasonably likely to be, any obligation or liability, whether actual or contingent, to make good, repair, reinstate, remedy or clean up any property now or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider Sweett Group or any other property or controlled waters under any environmental legislation, regulation, common law, notice, circular, order or other lawful requirement of any relevant authority or Third Party in any jurisdiction or otherwise which in any case is material in the context of the Wider Sweett Group taken as a whole; or

(iii) circumstances exist whereby a person or class of persons would be likely to have a claim against a member of the Wider Sweett Group in respect of any product or service used therein now or previously sold or carried out by any past or present member of the Wider Sweett Group which is or would be material in the context of the Wider Sweett Group taken as a whole.

Part B - Waiver of Conditions and further terms of the Acquisition

1. Subject to the requirements of the Panel, Currie & Brown reserves the right to waive any of the Conditions in paragraphs (b) to (i) of Part A, in whole or in part.

2. Currie & Brown shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of the Conditions in paragraphs (b) to (i) of Part A by a date earlier than the latest date of the fulfilment of that Condition notwithstanding that the other Conditions to the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any such Conditions may not be capable of fulfilment.

3. Currie & Brown reserves the right to elect, subject to the prior consent of the Panel, to implement the Acquisition by way of a scheme of arrangement under Part 26 of the Companies Act. In such event, the Acquisition will be implemented on substantially the same terms and conditions, so far as applicable, as those which would apply under the Offer, subject to appropriate amendments to reflect the change in method of effecting the Acquisition.

4. If the Panel requires Currie & Brown to make an offer or offers for any Sweett Shares under the provisions of Rule 9 of the Code, Currie & Brown may make such alterations to the Conditions of the Acquisition as are necessary to comply with the provisions of that Rule.

5. The Offer will lapse unless all Conditions to the Offer are fulfilled or (if capable of waiver) waived or, where appropriate, determined by Currie & Brown to have been or remain satisfied by midnight (London time) on the date which is 21 days after the later of the First Closing Date and the date on which the Offer becomes, or is declared, unconditional as to acceptances (or such later date (if any) as Currie & Brown may, with the consent of the Panel or in accordance with the Code, decide).

6. The Offer will lapse if, before the First Closing Date or the date on which the Offer becomes, or is declared, unconditional as to acceptances (whichever is later), the European Commission initiates proceedings under Article 6(1) (c) of Council Regulation (EC) 139/2004 or there is a Phase 2 CMA Reference following a referral to a competent authority of the United Kingdom under Article 9(3)(b) of that Regulation or there is a Phase 2 CMA Reference with respect to any matter arising from or relating to the Offer. If the Offer does so lapse, not only will the Offer cease to be capable of further acceptance but also Sweett Shareholders and Currie & Brown will thereafter cease to be bound by prior acceptances.

7. The Sweett Shares will be acquired under the Offer with full title guarantee, 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 this announcement.

8. Under Rule 13.5 of the Code, Currie & Brown may only invoke a Condition to the Offer so as to cause the Acquisition not to proceed, to lapse or to be withdrawn where the circumstances which give rise to the right to invoke the Condition are of material significance to Currie & Brown in the context of the Acquisition. The Condition contained in paragraph (a) of Part A of this Appendix I is not subject to this provision of the Code.

9. The Acquisition and the Offer are and will be governed by English law and will be subject to the exclusive jurisdiction of the English courts. The Acquisition and the Offer are and will comply with, and be subject to, the applicable rules and regulations of the FCA, the London Stock Exchange, the Panel, the AIM Rules and the Code.

10. The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements. Further details in relation to overseas shareholders will be contained in the Offer Document.

11. The Offer is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction.

12. If any dividend (other than a Permitted Dividend) or other distribution or return of capital is proposed, declared, made, paid or becomes payable by Sweett in respect of a Sweett Share on or after the date of this announcement, Currie & Brown reserves the right to reduce the value of the consideration payable for each Sweett Share under the Acquisition by up to the amount per Sweett Share of such dividend, distribution or return of capital except where the Sweett Share is or will be acquired pursuant to the Acquisition on a basis which entitles Currie & Brown alone to receive the dividend and/or distribution and/or return of capital and to retain it. Currie & Brown also reserves the right, with Panel consent, to reduce the value of the consideration payable for each Sweett Share under the Acquisition.

13. For the purpose of these Conditions, a Third Party shall be regarded as having "intervened" if it has taken, instituted, implemented or threatened any action, proceeding, suit, investigation, enquiry or reference or made, proposed or enacted any statute, regulation, decision, notice or order or taken any measures or other steps or required any action to be taken or information to be provided or otherwise having done anything and "intervene" shall be construed accordingly.

14. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

1. The value placed by the Offer on the existing issued share capital of Sweett is based on 68,681,091 Sweett Shares in issue on 23 June 2016, being the last Business Day prior to the date of this announcement.

2. The Closing Prices of Sweett Shares are based on the middle market quotations of a Sweett Share as derived from the Daily Official List for the relevant dates.

3. The fully diluted share capital of Sweett (being 73,037,531 Sweett Shares) is calculated on the basis of 68,681,091 Sweett Shares in issue on 23 June 2016, and in addition up to (i) 2,952,348 further Sweett Shares which may be issued on or after the date of this announcement following the exercise of options, which have an exercise price of 42 pence or less, under the Sweett Share Schemes including 257,573 options relating to the Cyril Sweett Performance Share Plan which are due to be cash settled and (ii) 1,404,092 further Sweett Shares which may be issued on or after the date of this announcement following the exercise of options, which have an exercise price of more than 42 pence per share under the Sweett Share Schemes. However, it should be noted that the number of shares issued after the date of this announcement to satisfy options under the Sweett Share Schemes may be smaller than the maximum number set out above (since this will depend upon whether or not the options are exercised at all, the application of time apportionment and the extent to which any such options are satisfied in cash rather than by the issue of shares).

4. All share prices expressed in pence have been rounded to the nearest pence and all percentages have been rounded to two decimal places.

5. Unless otherwise stated, the financial information relating to Sweett is extracted from the audited consolidated financial statements of Sweett for the financial year ended 31 March 2016, prepared in accordance with IFRS.

6. Unless otherwise stated, the financial information relating to Dar is extracted from the audited consolidated financial statements of the Dar Group for the financial year ended 31 December 2015, prepared in accordance with IFRS.

7. Descriptions of the irrevocable undertakings are based on the information contained in the WSP Scheme Document and in the letter sent to Sweett Shareholders by Sweett in connection with the WSP Proposal on 21 June 2016.

APPENDIX III

DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise:

For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the Companies Act.

All references to "pounds", "pounds Sterling", "Sterling", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.