24 Jun 2016 18:20
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
CASH ACQUISITION
OF
Sweett Group plc ("Sweett" or the "Company")
BY
WSP GLOBAL INC. ("WSP")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act
WITHDRAWAL OF RECOMMENDATION OF CASH ACQUISITION BY WSP,
PROPOSED ADJOURNMENT OF THE COURT MEETING
AND PROPOSED ADJOURNMENT OF THE GENERAL MEETING
24 June 2016
On 25 May 2016, the boards of Sweett and WSP jointly announced the recommended cash offer by WSP of the entire issued and to be issued share capital of Sweett (the "Acquisition"). As outlined in that announcement, the Acquisition was to be effected by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
On 8 June 2016, the Company sent a circular to Sweett Shareholders (the "Scheme Document") setting out, among other things, details of the Acquisition, the full terms and conditions of the Scheme and an Explanatory Statement, together with the action to be taken by Sweett Shareholders. The Scheme Document also contained notices convening the Court Meeting and General Meeting, both of which were scheduled to be held at Kingsway Hall Hotel, 66 Great Queen Street, Covent Garden, London, WC2B 5BX on Wednesday 29 June 2016 at 10.00 a.m. and 10.15 a.m. respectively.
Earlier today, the Board of Sweett withdrew its recommendation to vote in favour of the Acquisition in view of the superior financial terms attaching to the proposal by Currie & Brown Holdings Limited for the acquisition of the entire issued and to be issued share capital of Sweett.
In light of the announcement released earlier today, the Chairman of each of the Court Meeting and the General Meeting proposes to adjourn both the Court Meeting and the General Meeting scheduled for 29 June 2016. The Company will notify shareholders in due course as to the times and dates on which the meetings as so adjourned will now be held (if at all) and will advise Sweett Shareholders of the revised timetable and processes in due course.
All references to time in this announcement are to UK time. Capitalised terms used but not defined in this announcement have the meanings set out in the Scheme Document.
Enquiries
Sweett Group plc
Douglas McCormick- Chief Executive Officer +44 (0) 20 7061 9000
Patrick Sinclair - Chief Financial Officer +44 (0) 20 7061 9000
Josephine Guckian - Group Marketing and Communications Director +44 (0) 20 7061 9000
Stockdale Securities Limited (Rule 3 Financial Adviser to Sweett)
Tom Griffiths
Ed Thomas
Tel: +44 (0) 20 7601 6100
Important notices
Stockdale Securities Limited ("Stockdale"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Sweett and for no one else in connection with the Acquisition and the proposal by Currie & Brown Holdings Limited and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than for providing the protections afforded to clients of Stockdale, nor for providing advice in relation to the matters referred to in this announcement. Neither Stockdale nor any of its group undertakings (as such term is defined in section 1161 of the Companies Act 2006) or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Stockdale in connection with this announcement, any statement contained herein or otherwise.
This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition, the proposal by Currie & Brown Holdings Limited or otherwise.
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 laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe, any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Scheme Document, the supplementary circular relating to the Acquisition that was posted on 21 June 2016 or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action.
Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, Sweett disclaim any responsibility and liability for the violation of such restrictions by any person.
Publication on website
A copy of this announcement will be made available on the website of Sweett Group at www.sweettgroup.com/investors by no later than 12.00 noon (London time) on 27 June 2016.
Neither the contents of this website nor the content of any other website accessible from hyperlinks on such website is incorporated into, or forms part of, this announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 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 one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(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 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.