Styles & Wood Group Regulatory News (STY)

23 Jun 2009 18:00



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED  STATES,  AUSTRALIA,  CANADA OR JAPAN. 

23 June 2009

STYLES & WOOD GROUP PLC

PUBLICATION OF PROSPECTUS

On 30 April 2009 Styles & Wood Group Plc ("Styles & Wood" or the "Company") announced a  refinancing of the Company by way of a placing, an open offer, a debt for equity restructuring and the provision of new bank facilities, all to be preceded by a share consolidation (together referred to as the "Refinancing"). 

On 10 June 2009 Styles & Wood announced the posting of a circular to shareholders relating to the  Refinancing including a notice convening a general meeting to be held on Friday 26 June 2009 at 3.00 p.m. at Aspect House, Manchester Road, Altrincham, Cheshire, WA14 5PG (the "Circular").

Further to the announcement on 10 June 2009 Styles & Wood announces that a prospectus relating to the Refinancing (the "Prospectus") was approved by the UK Listing Authority on 23 June 2009. 

Copies of the Prospectus will be available at the Company's registered office and principal place of business at Aspect House, Manchester Road, Altrincham, Cheshire WA14 5PG and at the offices of Halliwells LLP at 1 Threadneedle Street, London, EC2R 8AY up to and including the date of Admission and on the Styles & Wood website at www.stylesandwood.co.uk under Investor Centre/Refinancing

The Prospectus will shortly be available for inspection at the Document Viewing Facility at the Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.

For further information, please contact: 

  This Announcement is not a prospectus and Shareholders should not subscribe for any New Ordinary Shares (as defined in the Prospectus) on the basis of this announcement.

Neither the content of Styles & Wood's website nor any website accessible by hyperlinks to Styles & Wood's website is incorporated in, or forms part of, this announcement. The distribution of this announcement, the Prospectus, the Circular and any other documentation associated with the Refinancing and/or the transfer of the New Ordinary Shares into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, such documents should not be distributed, forwarded to or transmitted, directly or indirectly, in whole or in part, in or into Australia, Canada, France, Japan, the Republic of Ireland, the Republic of South Africa or the United States. No action has been taken by Styles & Wood that would permit an offer of New Ordinary Shares or possession or distribution of this announcement, the Prospectus, the Circular or any other offering or publicity material or any other documentation associated with the Refinancing in any jurisdiction where action for that purpose is required, other than in the United Kingdom.

The New Ordinary Shares have not been, and will not be, registered under the United States Securities Act of 1933 or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. No public offering of any of the New Ordinary Shares will be made in the United States. No public offering of the New Ordinary Shares will be made in the United States. The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Refinancing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence. This Announcement may not be released, published or distributed, directly or indirectly, in whole or in part, in or into the United States. 

The New Ordinary Shares also have not been and will not be registered under the securities laws of any Restricted Jurisdiction or any state, province or territory thereof and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within such jurisdictions except pursuant to an applicable exemption from and in compliance with any applicable securities laws. There will be no public offer in any of the Restricted Jurisdiction (as defined in the Prospectus).

This announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire any of the New Ordinary Shares. In particular, this announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in Australia, Canada, France, Japan, the Republic of Ireland, the Republic of South Africa or the United States.