Styles & Wood Group Regulatory News (STY)

10 Jun 2009 15:24



10 June 2009

STYLES & WOOD GROUP PLC

PUBLICATION OF SHAREHOLDER CIRCULAR

AND

OPEN OFFER

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").

The Board of Styles & Wood is pleased to announce that a circular relating to the Refinancing (the "Circular") is being posted to shareholders today. The Circular includes a notice convening a general meeting of the Company to be held on Friday 26 June 2009 at 3.00 p.m. at Aspect House, Manchester Road, Altrincham, Cheshire, WA14 5PG.

In order to provide shareholders who have not taken part in the placing with an opportunity to participate in the Refinancing, the Company is providing all qualifying shareholders with the opportunity to subscribe at the Issue Price for an aggregate of 8,599,150 open offer shares on the basis of 10 new ordinary shares for every 3 consolidated existing ordinary shares. Shareholders are being offered the opportunity to apply for additional open offer shares in excess of their pro rata entitlements to the extent that other shareholders do not take up their entitlements in full. In the event that applications are received for in excess of 8,599,150 open offer shares, excess applications will be scaled back pro rata to existing shareholdings. 

The record date for entitlement under the open offer is 8 June 2009 and the ex-entitlement date of the Open Offer is 11 June 2009. The latest time and date for receipt of completed application forms and payment in full under the open offer and settlement of relevant CREST instructions (as appropriate) is 11.00 a.m. on 24 June 2009.

The open offer shares have not been placed subject to clawback nor have they been underwritten. Consequently, there may be no or fewer than 8,599,150 new ordinary shares issued pursuant to the open offer.

Completion of all elements of the Refinancing is conditional upon, amongst other things, the approval by shareholders of the resolutions at the general meeting of the Company convened in the Circular, upon the placing agreement described in the Circular becoming unconditional in all respects and upon the issue by the Company of a prospectus in relation to the new ordinary shares to be issued pursuant to the Refinancing and admission of those new ordinary shares to the Official List and to trading on the main market of the London Stock Exchange.

For the purposes of the open offer and the Prospectus Directive the £:€ exchange rate has been taken at £1: €1.16 as at close of business on Tuesday 9 June 2009.

Copies of the Circular 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/investor-centre/

The Circular 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. 

- Ends -

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