Styles & Wood Group Regulatory News (STY)

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.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

21 December 2017

RECOMMENDED CASH OFFER

for

Styles & Wood Group plc

by

Central Square Holdings Limited

 to be implemented pursuant to a scheme of arrangement under Part 26 of the Companies Act 2006

Summary

· The board of directors of Central Square and the independent directors of Styles & Wood are pleased to announce that they have reached agreement on the terms of a recommended cash offer pursuant to which Central Square will acquire the entire issued and to be issued ordinary share capital of Styles & Wood. The proposed acquisition will be implemented by means of a Court sanctioned scheme of arrangement. Central Square reserves the right to implement the acquisition by way of a takeover offer (as defined in Part 28 of the Companies Act) subject to the Panel's consent.

· Under the terms of the Offer, each Styles & Wood Ordinary Shareholder will be entitled to receive:

for each Styles & Wood Ordinary Share 465 pence in cash

· The Offer Price represents a premium of approximately:

· 24.0 per cent. to the Closing Price of 375.0 pence per Styles & Wood Ordinary Share on 20 December 2017 (being the last Business Day before the date of this Announcement);

· 34.4 per cent. to the Volume-Weighted Average Price of 345.9 pence per Styles & Wood Ordinary Share for the three-month period ended 20 December 2017 (being the last Business Day before the date of this Announcement); and

· 26.3 per cent. to the Volume-Weighted Average Price of 368.3 pence per Styles & Wood Ordinary Share for the 12 month period ended 20 December 2017 (being the last Business Day before the date of this Announcement).

· The Offer Price values Styles & Wood's entire issued and to be issued ordinary share capital at approximately £42.5 million on the basis of the diluted share capital of 9,147,898 Styles & Wood Ordinary Shares, assuming that all rights in respect of in-the-money options under the Share Schemes are exercised on the basis explained in this Announcement.

· The Offer Price has been agreed by the board of directors of Central Square and the Independent Directors on the basis that no interim dividend for the financial year ending 31 December 2017 will be paid by Styles & Wood to Styles & Wood Ordinary Shareholders. If any dividend or other distribution is authorised, declared, made or paid in respect of Styles & Wood Ordinary Shares on or after the date of this Announcement and prior to the Effective Date, Central Square reserves the right to reduce the Offer Price by the amount of all or part of any such dividend or other distribution.

· The Independent Directors, who have been so advised by Shore Capital as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing advice to the Independent Directors, Shore Capital has taken into account the commercial assessments of the Independent Directors. Shore Capital is providing independent financial advice to the Independent Directors for the purposes of Rule 3 of the Code. Accordingly, the Independent Directors confirm they intend to recommend that Independent Shareholders vote in favour of the Scheme at the Court Meeting and that Styles & Wood Ordinary Shareholders (to the extent entitled to do so) vote in favour of the resolutions to be proposed at the General Meeting, as Robert Hough (as the only Independent Director that holds Styles & Wood Ordinary Shares) has irrevocably undertaken to do in respect of his own beneficial holding of Styles & Wood Ordinary Shares. Robert Hough's irrevocable undertaking will continue to be binding in the event that a higher competing offer is made for Styles & Wood.

· Central Square has also received irrevocable undertakings from each of Paul Mitchell, Anthony Lenehan and Philip Lanigan to vote in favour of the resolutions to be proposed at the General Meeting (save for the resolution to approve the Management Arrangements on which they are not allowed to vote) which account for 84,777 Styles & Wood Ordinary Shares in aggregate, representing approximately 0.98 per cent. of the issued ordinary share capital of Styles & Wood in issue on 20 December 2017 (being the last Business Day before the date of this Announcement). These irrevocable undertakings will continue to be binding in the event that a higher competing offer is made for Styles & Wood.

· Central Square has also received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting from each of (i) Paul Bell in respect of 2,178,533 Styles & Wood Ordinary Shares, (ii) BGF in respect of 1,516,429 Styles & Wood Ordinary Shares, and (iii) Lombard Odier in respect of 1,516,430 Styles & Wood Ordinary Shares, together representing approximately 59.97 per cent. of the ordinary share capital of Styles & Wood in issue on 20 December 2017 (being the last Business Day before the date of this Announcement). The irrevocable undertakings from each of Paul Bell, BGF and Lombard Odier shall lapse and cease to be binding in certain circumstances, including if a third party, in accordance with the Code, announces a firm intention to make, or makes, a general offer to acquire the whole or a majority of the Styles & Wood Ordinary Shares on terms which represent an improvement of no less than 20 per cent. of the value of the consideration offered under the Scheme as at the date on which such offer is announced and Central Square does not increase the consideration offered under the Scheme to an amount which is a higher value of consideration within ten days of the date of the third party's announcement.

· In aggregate, therefore, Central Square has received irrevocable undertakings in respect of a total of 5,303,128 Styles & Wood Ordinary Shares, representing 61.02 per cent. of the ordinary share capital of Styles & Wood in issue on 20 December 2017 (being the last Business Day before the date of this Announcement).

· Central Square has an existing equity interest in Southerns, a property services business which specialises in the sourcing, manufacture and management of life-cycle solutions for furniture, fixtures and equipment. Central Square has identified the acquisition of Styles & Wood as an attractive opportunity to create an enlarged group with capabilities and credible reach across the full spectrum of support services to the built environment.

· The Cash Consideration payable by Central Square will be funded, in part, from acquisition debt facilities provided to Central Square, being a £25,000,000 term facility from HSBC Bank plc and a £25,000,000 term facility from Tosca Debt Capital Fund DAC (Luxembourg) S.à r.l. The Cash Consideration will also be funded by way of an equity injection of approximately £10,000,000 to be provided by Central Square's shareholder, CSI LLP.

· The Offer will be subject to the satisfaction or waiver of the Conditions set out in Appendix I of this Announcement and in the Scheme Document. The Scheme Document, containing further information about the Offer and notices of the Court Meeting and General Meeting, together with the Forms of Proxy, will be posted to Styles & Wood Ordinary Shareholders within 28 days of the date of this Announcement, unless Central Square and Styles & Wood otherwise agree, and the Panel consents, to a later date. Subject to satisfaction or waiver of the Conditions, it is expected that the Scheme will be effective during the first quarter of 2018.

· In addition, Central Square has separately entered into conditional sale and purchase agreements with each holder of Styles & Wood Preference Shares and each holder of Hurdle Shares. These share purchase agreements are all conditional upon completion of the Offer such that following such completion (and the proposed Reduction of Capital), Central Square will own the entire issued and to be issued share capital of Styles & Wood.

Commenting on the Acquisition, Paul Mitchell, Chairman of Styles & Wood, said:

"In recent years, Styles & Wood has made significant progress with its diversification strategy, driving strong organic growth supplemented by value accretive acquisitions that have broadened the Group's service line capabilities. We are confident that Central Square, with its commitment to the creation of a best in class offer within the property services market, is the right partner to take Styles & Wood to the next chapter of its growth story."

Robert Hough, on behalf of the Independent Directors, added:

"Having considered in detail the best interests of all shareholders and the Company as a whole, the Independent Directors believe that Central Square's all-cash offer provides an attractive opportunity for Styles & Wood's shareholders to recognise immediate value for their shares, at a 24% premium to the current share price, against a more challenging macro-economic environment and the backdrop of a highly competitive market. That is why the Independent Directors believe that the terms of the Offer are fair and reasonable and are recommending that shareholders accept the Offer."

Advisers

Numis is acting as financial adviser to Central Square in respect of the Offer. Pinsent Masons LLP is acting as legal adviser to Central Square.

Shore Capital is acting as financial adviser to Styles & Wood in relation to the Offer. Hill Dickinson LLP is acting as legal adviser to Styles & Wood.

This summary should be read in conjunction with, and is subject to, the accompanying full text of this Announcement which sets out further details of the Offer and which forms an integral part of this Announcement (including Appendices). The Offer will be subject to Appendix 1 to this Announcement, which contains the Conditions to, and certain further terms of, the Offer and to the full terms and conditions which will be set out in the Scheme Document. Appendix 2 contains further details of the sources of information and bases of calculations set out in this Announcement. Appendix 3 contains further details of the irrevocable undertakings received by Central Square. Appendix 4 contains information about Central Square's financing arrangements. Appendix 5 contains definitions of certain expressions used in this summary and in this Announcement.

Enquiries

Important Notices

Numis Securities Limited which is authorised and regulated by the Financial Conduct Authority is acting exclusively as financial adviser to Central Square and no one else in connection with the Offer. Numis Securities Limited will not be responsible to anyone other than Central Square for providing the protections afforded to its clients or for providing advice in connection with the contents of this Announcement or any matter referred to herein.

Shore Capital and Corporate Limited which is authorised and regulated by the Financial Conduct Authority is acting exclusively as financial adviser to Styles & Wood for the purposes of Rule 3 of the Code and no one else in connection with the Offer and Shore Capital and Corporate Limited will not be responsible to anyone other than Styles & Wood for providing the protections afforded to its clients or for providing advice in connection with the contents of this Announcement or any matter referred to herein.

This Announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. The Offer will be made solely by means of the Scheme Document and the accompanying Forms of Proxy, which will contain the full terms and Conditions of the Offer, including details of how to vote in respect of the Offer.

This Announcement has been prepared for the purpose of complying with English law 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 jurisdictions outside the United Kingdom.

Styles & Wood will, with the assistance of Central Square, prepare the Scheme Document to be distributed to Styles & Wood Ordinary Shareholders. Styles & Wood and Central Square urge Styles & Wood Ordinary Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Offer. Any approval, decision or other response to the Offer should be made only on the basis of the information in the Scheme Document.

This Announcement does not constitute a prospectus or prospectus equivalent document.

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 other jurisdictions should inform themselves of, and observe, any applicable requirements.

The Offer relates to the acquisition of shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales.

Unless otherwise determined by Central Square 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 any jurisdiction where to do so would violate the laws in that jurisdiction (a "Restricted 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 availability of the Offer to Styles & Wood Ordinary 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 requirements.

Forward looking statements

This Announcement contains statements about Central Square, Southerns, and Styles & Wood that are or may be forward looking statements. All statements other than statements of historical facts included in this Announcement may be 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; and (ii) business and management strategies and the expansion and growth of Central Square's, Southerns' or Styles & Wood's operations and potential synergies resulting from the Offer.

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results 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. Central Square disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Styles & Wood or Central Square, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Styles & Wood or Central Square, as appropriate.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 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 3.30pm (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30pm (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 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, 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 3.30pm (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 http://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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Electronic Communications

Please be aware that addresses, electronic addresses and certain information provided by Styles & Wood Ordinary Shareholders, persons with information rights and other relevant persons for the receipt of communications from Styles & Wood may be provided to Central Square during the Offer Period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Publication on Website and Availability of Hard Copies

In accordance with Rule 26.1 of the Code, a copy of this Announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Central Square's and Styles & Wood's websites at http://www.cshltd.co.uk and http://www.Stylesandwood-group.co.uk respectively by no later than 12 noon (London time) on 22 December 2017. For the avoidance of doubt, the contents of these websites are not incorporated into and do not form part of this Announcement.

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this Announcement by contacting Shore Capital on +44 (0)207 408 4090 or Numis on +44 (0)207 260 1000. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. In accordance with Rule 30.3, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

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.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

21 December 2017

RECOMMENDED CASH OFFER

for

Styles & Wood Group plc

by

Central Square Holdings Limited

 to be implemented pursuant to a scheme of arrangement under Part 26 of the Companies Act 2006

1. Introduction

The board of directors of Central Square and the independent directors of Styles & Wood are pleased to announce that they have reached agreement on the terms and conditions of a recommended cash offer pursuant to which Central Square will acquire the entire issued and to be issued ordinary share capital of Styles & Wood. The proposed acquisition is to be effected by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act. Central Square reserves the right to implement the acquisition by way of a takeover offer (as defined in Part 28 of the Companies Act) subject to the Panel's consent.

2. The Offer

Under the terms of the Offer, each Styles & Wood Ordinary Shareholder will be entitled to receive:

for each Styles & Wood Ordinary Share: 465 pence in cash

The Offer Price represents a premium of approximately:

· 24.0 per cent. to the Closing Price of 375.0 pence per Styles & Wood Ordinary Share on 20 December 2017 (being the last Business Day before the date of this Announcement);

· 34.4 per cent. to the Volume-Weighted Average Price of 345.9 pence per Styles & Wood Ordinary Share for the three-month period ended 20 December 2017 (being the last Business Day before the date of this Announcement); and

· 26.3 per cent. to the Volume-Weighted Average Price of 368.3 pence per Styles & Wood Ordinary Share for the 12 month period ended 20 December 2017 (being the last Business Day before the date of this Announcement).

The Offer values Styles & Wood's entire issued and to be issued ordinary share capital at approximately £42.5 million on the basis of the diluted share capital of 9,147,898 Styles & Wood Ordinary Shares, assuming that all rights in respect of in-the-money options under the Share Schemes are exercised on the basis explained in this Announcement.

Central Square has separately entered into conditional sale and purchase agreements with each holder of Styles & Wood Preference Shares and each holder of Hurdle Shares. The respective sale and purchase agreements are conditional upon the completion of the Offer. Further details in respect of the Styles & Wood Preference Shares and the Hurdle Shares are set out in paragraphs 19 and 21 of this Announcement respectively.

Separately, Styles & Wood is undertaking a Reduction of Capital in order to cancel the Deferred Shares and the Deferred Ordinary Shares. The cancellation of the Deferred Shares and the Deferred Ordinary Shares will only become effective if (in the following order) (i) the relevant resolutions are approved by Styles & Wood Ordinary Shareholders at the General Meeting and, in the case of the Deferred Ordinary Shares, the Reduction of Capital is approved by the holders of such Deferred Ordinary Shares, (ii) confirmation of the Reduction of Capital is given by the court, and (iii) the court order and a statement of capital are delivered to, and registered by, the Registrar of Companies. Further details in respect of the Deferred Shares and the Deferred Ordinary Shares are set out in paragraph 20 of this Announcement.

The Reduction of Capital does not involve any distribution or repayment of capital or share premium by the Company and will not reduce the underlying net assets of the Company. Upon completion of the Reduction of Capital and the Scheme becoming Effective, Central Square shall hold all of the Hurdle Shares, the Styles & Wood Ordinary Shares and the Styles & Wood Preference Shares.

The Offer is conditional on, amongst other things, the approval of the Scheme Shareholders and sanction of the Scheme by the Court. The Offer is further subject to the Conditions and further terms set out in Appendix 1 to this Announcement and to be set out in the Scheme Document.

The Offer Price has been agreed by the board of directors of Central Square and the Independent Directors on the basis that no interim dividend for the financial year ending 31 December 2017 will be paid by Styles & Wood to Styles & Wood Ordinary Shareholders. If any dividend or other distribution is authorised, declared, made or paid in respect of Styles & Wood Ordinary Shares on or after the date of this Announcement and prior to the Effective Date, Central Square reserves the right to reduce the Offer Price in accordance with paragraph 11 below.

3. Background to and reasons for the Offer

Central Square has an existing equity interest in Southerns, a property services business which specialises in the sourcing, manufacture and management of life-cycle solutions for furniture, fixtures and equipment. This specialism is complemented by additional in-house capabilities encompassing interior design and workplace consultancy. Southerns' products and services are provided on either a standalone basis or in the form of integrated solutions for blue-chip customers in the healthcare, education and commercial sectors. The business has successfully grown both organically and through acquisitions.

Central Square is committed to the creation of a best in class offer within the property services market and has identified the further acquisition of Styles & Wood as an attractive opportunity to create an enlarged group with capabilities and credible reach across the full spectrum of support services to the built environment.

Styles & Wood provides a complementary range of expert professional, contracting and facilities services. Core service provision by Styles & Wood includes multi-discipline consultancy, programme management & implementation, project development & delivery and facilities management. This core service range is differentiated through expertise in management systems, data analytics and engineering solutions. Styles & Wood's customer base is primarily major corporates.

Central Square believes that the Offer for Styles & Wood and the combination with Southerns will provide the following benefits:

Enhanced Service Offering: Southerns' service offering is predominantly focused on furniture, fixtures and equipment with a growing presence in interior design and workplace consultancy. Styles & Wood is principally focused on professional, contracting and facilities property support services. These four strategic service lines provide a robust platform from which to promote a fully integrated solution for support services to the built environment;

Strengthening of Client Base: Southerns and Styles & Wood have complementary customer bases. The enlarged group will have a wide range of major corporate and public sector customers. This diverse proposition will create opportunities for cross-selling and establishes an encouraging pipeline of accessible business opportunities (including repeat custom);

Efficiency through Vertical Integration: The enlarged group will be able to fulfil some of the services currently outsourced by Styles & Wood. Including Southerns' offer within Styles & Wood's core services will reinforce differentiation and the directors of Styles & Wood and Central Square consider that this has the potential to positively enhance profit margin within the enlarged group; and

Combined management strength: Central Square believes that Styles & Wood has a strong management team and believes that they, along with Southerns management, are capable of delivering the benefits outlined above. In particular, Central Square has high regard for each of Anthony Lenehan, Philip Lanigan and Paul Mitchell, all of whom will remain in their current roles within the enlarged group, becoming CEO, CFO and Chairman of Central Square respectively.

4. Recommendation and support for the Offer

The Independent Directors, who have been so advised by Shore Capital as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing their advice, Shore Capital has taken into account the commercial assessments of the Independent Directors. Shore Capital is providing financial advice to the Independent Directors for the purposes of Rule 3 of the Code.

The Independent Directors consider the terms of the Offer to be in the best interests of Styles & Wood Ordinary Shareholders as a whole. Accordingly, the Independent Directors confirm that they intend to recommend that Independent Shareholders vote in favour of the Scheme at the Court Meeting and that Styles & Wood Ordinary Shareholders (to the extent entitled to do so) vote in favour of the resolutions to be proposed at the General Meeting, as Robert Hough (as the only Independent Director who holds Styles & Wood Ordinary Shares) has irrevocably undertaken to do in respect of his own beneficial holding of Styles & Wood Ordinary Shares (further detail of this irrevocable undertaking is contained in paragraph 6 below).

5. Background to and reasons for the recommendation

In the past four years, the directors of Styles & Wood have focused on reshaping Styles & Wood to broaden and diversify the Styles & Wood Group's business across new industry verticals, such as financial institutions, as well as the services it offers its clients. This has been complemented by the acquisitions of Keysource and GDM in September 2016 and January 2017 respectively to further broaden the offering. As part of management's desire to strengthen the business, in June 2015 the Styles & Wood Group undertook a refinancing which substantially improved the Company's financial position and more recently, in February 2017, the Styles & Wood Group secured a new debt facility on improved terms. As a consequence of these and other actions by management, revenues have increased 11 per cent. from £94.0 million in FY2013 to £104.7 million in FY2016 with underlying margins and profitability also improving. Since 1 January 2013, Styles & Wood's share price has increased by 322.5 per cent.

Styles & Wood provides a range of professional and contracting services with an integrated business model which provides specialist support services to the built environment. The Styles & Wood Group services a diverse range of customers across the commercial, retail & leisure, banking and public sectors. The Independent Directors believe that Styles & Wood is well placed to make good progress as a stand-alone business as it continues to successfully execute its diversification strategy expanding into new sectors. This strategy has been supplemented by value-accretive M&A which has improved efficiencies through the consolidation and integration of Keysource and GDM, and strengthened the relevance of the Styles & Wood Group's service offering to its customers, which is differentiated through technology led solutions.

Notwithstanding the progress made in delivering Styles & Wood's strategy and the improved trading of the Styles & Wood Group, the markets in which the Styles & Wood Group competes remain highly competitive against the backdrop of a more challenging UK macro-economic environment with increasing concerns over the level of growth, investment and consumer confidence as Brexit discussions continue, as well as the ongoing tight fiscal regime applied by the UK Government. Such factors impact the sectors in which the Styles & Wood Group operates, contributing to a level of volatility, a potential for delays or deferrals of work and a pressure on costs which can have a material impact on revenues, cash generation and profit.

Furthermore, the concentrated nature of Styles & Wood's shareholder register, with three Styles & Wood Ordinary Shareholders accounting for approximately 60 per cent. of Styles & Wood's current issued ordinary share capital, has also contributed to significant volatility in Styles & Wood's share price with relatively small trading volumes often having a disproportionate impact (up or down) on the share price and often not correlated to the underlying financial performance of the Styles & Wood Group.

In light of the opportunities, risks and historical volatility of the Styles & Wood share price, the Independent Directors believe that the offer from Central Square of 465 pence per Styles & Wood Ordinary Share, in cash, presents an opportunity for all Styles & Wood Ordinary Shareholders to crystallise a certain value for their investment in Styles & Wood Ordinary Shares at a premium to the current share price. The Offer accelerates and de-risks the return of value to shareholders allowing them full liquidity at a certain cash offer price. The Offer Price represents a 24.0 per cent. premium to the prevailing share price on 20 December 2017, a 34.4 per cent premium to the Volume-Weighted Average Price for the three month period ended 20 December 2017 and a 26.3 per cent. premium to the Volume Weighted Average Price for the 12 month period ended 20 December 2017.

In considering the Offer, the Independent Directors have taken into account both the potential growth and the risks inherent in the continued execution of Styles & Wood's business plan and the broader market dynamics which impact Styles & Wood's growth prospects. These factors have been considered against the certainty of a cash offer.

In considering the merits of the Offer, the Independent Directors have also taken into account:

· that the value of the Offer represents a premium of 24.0 per cent. to the most recent share price of the Company as at 20 December 2017, being the last Business Day before the date of the Announcement;

· the lack of liquidity in Styles & Wood Ordinary Shares with the average daily value of Styles & Wood Ordinary Shares in the period from 1 January 2017 to 20 December 2017 (being the latest practicable date prior to the publication of this Announcement) being £59,598 and the fact that the Offer provides Styles & Wood Ordinary Shareholders with a certain opportunity to realise their investment in the Company wholly for cash without dealing costs;

· the confirmations received from Central Square regarding the safeguarding of the existing employment rights of Styles & Wood's employees (including in relation to pension obligations); and

· the level of irrevocable undertakings received to vote in favour of the resolutions at the Court Meeting and the General Meeting, representing, in aggregate, approximately 60 per cent. of the Styles & Wood Ordinary Shares.

It is for these reasons that the Independent Directors believe that the terms of the Offer are fair and reasonable and the Independent Directors recommend that Independent Shareholders vote in favour of the Scheme.

6. Irrevocable Undertakings

Central Square has received an irrevocable undertaking from Robert Hough, one of the Independent Directors, to vote or procure votes in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of his entire beneficial holding of Styles & Wood Ordinary Shares, amounting to 6,959 Styles & Wood Ordinary Shares representing approximately 0.08 per cent. of the issued ordinary share capital of Styles & Wood on 20 December 2017 (being the last Business Day before the date of this Announcement). Robert Hough's irrevocable undertaking will continue to be binding in the event that a higher competing offer is made for Styles & Wood. Matthew Widdall, the other director of Styles & Wood who is considered to be independent by the Takeover Panel for the purposes of the Offer, does not hold any Styles & Wood Ordinary Shares and is not therefore in a position to provide an irrevocable undertaking in favour of Central Square in respect of the resolutions to be proposed at the Court Meeting and the General Meeting.

Central Square has also received irrevocable undertakings from each of Paul Mitchell, Anthony Lenehan and Philip Lanigan to vote in favour of the resolutions to be proposed at the General Meetings (save for the resolution to approve the Management Arrangements on which they are not allowed to vote) which account for 84,777 Styles & Wood Ordinary Shares in aggregate, representing approximately 0.98 per cent. of the issued ordinary share capital of Styles & Wood in issue on 20 December 2017 (being the last Business Day before the date of this Announcement). These irrevocable undertakings will continue to be binding in the event that a higher competing offer is made for Styles & Wood.

Central Square has also received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting from each of (i) Paul Bell in respect of 2,178,533 Styles & Wood Ordinary Shares, (ii) BGF in respect of 1,516,429 Styles & Wood Ordinary Shares, and (iii) Lombard Odier in respect of 1,516,430 Styles & Wood Ordinary Shares, together representing approximately 59.97 per cent. of the ordinary share capital of Styles & Wood in issue on 20 December 2017 (being the last Business Day before the date of this Announcement).

In aggregate, therefore, Central Square has received irrevocable undertakings in respect of a total of 5,303,128 Styles & Wood Ordinary Shares, representing approximately 61.02 per cent. of the ordinary share capital of Styles & Wood in issue on 20 December 2017 (being the last Business Day before the date of this Announcement) to vote at the General Meeting in favour of the Scheme (excluding the resolution to approve the Management Arrangements), and a total of 5,218,351 Styles & Wood Ordinary Shares, representing approximately 60.05 per cent. of the ordinary share capital of Styles & Wood in issue on 20 December 2017 (being the last Business Day before the date of this Announcement) to vote at the Court Meeting, which excludes the Styles & Wood Ordinary Shares held by Paul Mitchell, Anthony Lenehan and Philip Lanigan who are unable to vote at the Court Meeting.

The irrevocable undertakings from each of Paul Bell, BGF and Lombard Odier shall lapse and cease to be binding in certain circumstances, including if a third party, in accordance with the Code, announces a firm intention to make, or makes, a general offer to acquire the whole or a majority of the Styles & Wood Ordinary Shares on terms which represent an improvement of no less than 20 per cent. of the value of the consideration offered under the Scheme as at the date on which such offer is announced and Central Square does not increase the consideration offered under the Scheme to an amount which is a higher value of consideration within ten days of the date of the third party's announcement. In addition, the irrevocable undertakings from each of Paul Bell, BGF and Lombard Odier will cease to be binding if the Scheme or Takeover Offer does not become effective on or before the Long Stop Date.

Further details of these irrevocable undertakings (including additional details of the circumstances in which they cease to be binding) are set out in Appendix 3 to this Announcement.

Copies of the irrevocable undertakings will be on display on the investor relations section of Styles & Wood's and Central Square's websites (www.stylesandwood-group.co.uk and www.cshltd.co.uk respectively) by no later than 12 noon on the Business Day immediately following the date of this Announcement until the Effective Date.

7. Information relating to Central Square

Central Square is a private company limited by shares incorporated in England and Wales which has its registered office at Floor 11 Central Square, 29 Wellington Street, Leeds, West Yorkshire, United Kingdom, LS1 4DL. Central Square was incorporated on 26 March 2015.

As at the date of this Announcement, Central Square has a 25 per cent. holding in Southerns which was acquired on 1 April 2015. Central Square does not conduct a trade or business.

On 21 December 2017 Central Square entered into a share purchase agreement with Andrew Kendall-Jones, CEO of Southerns, and the trustees of the Andrew Kendall-Jones 2017 Family Settlement (the "Trust") pursuant to which, conditional inter-alia on completion of the Offer, Central Square agreed to purchase each of Andrew Kendall-Jones and the Trust's shareholdings in Southerns (amounting to, in aggregate, 300 A ordinary shares, being the remaining 75 per cent. of Southerns not already owned by Central Square) in consideration for the issue of 2,000,000 A1 Shares and loan notes in the amount of £8,000,000 to Andrew Kendall-Jones and loan notes in the amount of £2,000,000 to the Trust (the "Southerns SPA"). On completion of the Southerns SPA, the Hurdle Share SPA and the Preference Share SPAs (and the Reduction of Capital), which will occur immediately after the Scheme becomes Effective, each of Southerns and Styles & Wood will be 100 per cent. wholly-owned subsidiaries of Central Square. Andrew Kendall-Jones is considered to be acting in concert with Central Square for the purposes of the Code.

At the date of this Announcement, Central Square is wholly owned by CSI LLP. CSI LLP is an investment vehicle which is controlled by Steve Parkin, founder and Executive Chairman of Clipper Logistics plc. Once the Scheme becomes Effective, the following conditional subscriptions in Central Square will also become effective:

· CSI LLP's subscription for 5,254,900 A Shares and 5,000,000 E Shares;

· Anthony Lenehan, Philip Lanigan and Paul Mitchell's subscriptions for, in aggregate, 2,000,000 A1 Shares (which relate to the Management Arrangements as more fully described in paragraph 16 below);

· David Hodkin's subscription for 222,500 C1 Shares;

· Guy Jackson's subscription for 222,500 C2 Shares;

· John Williams' subscription for 10 D1 Shares; and

· Gavin King's subscription for 10 D2 Shares.

As further explained in paragraph 21 below, once the Scheme becomes Effective, Central Square will also issue the Loan Notes to the Wider Management Team.

As mentioned above, on completion of the Southerns SPA, Andrew Kendall-Jones will be issued with 2,000,000 A1 Shares such that the shareholding structure of Central Square immediately following the Scheme becoming Effective will be as follows:

\* The C1 Shares and C2 Shares held by David Hodkin and Guy Jackson are non-voting and do not entitle the holders to participate in profits or a return of capital until either: (i) the EBITDA of the Central Square Group is greater than £15,000,000 (the "EBITDA Hurdle") or (ii) Central Square is valued at £110,000,000 or more (the "Valuation Hurdle") at which point they gain dividend and capital rights pari passu with the holders of A Shares (but remain non-voting). The D1 Shares and D2 Shares gain capital rights (but remain non-dividend bearing) on the occurrence of either the EBITDA Hurdle or the Valuation Hurdle at which point they entitle each holder to a fixed £1,406,000 return on any capital return or on the occurrence of any sale, listing or other realisation event.

David Hodkin is the current CFO of Clipper Logistics plc and Guy Jackson is the current General Counsel and Company Secretary of Clipper Logistics plc. Both are considered to be acting in concert with Central Square for the purposes of the Code. Clipper Logistics plc itself has no involvement with Central Square and is not acting in concert with it.

Indirect interests in Central Square are also held by Gurnaik Chima, founder of Bon Marché and a private investor, and George Turner, founder and Managing Director of Highcrest Retail Brands, both of whom are considered to be acting in concert with Central Square for the purposes of the Code.

8. Information on Southerns

Southerns is a provider of a range of services to the owners and managers of buildings. Its services include interior design and workplace consulting, fit-out, and the long-term management of furniture, fixtures and equipment. Southerns' recent acquisitions of Bowman Projects Limited, Broadstock Office Furniture Limited and Space Invader Design Limited are strategically significant investments which will bring Southerns further growth towards the implementation of its medium and long-term strategies. Once the Scheme becomes Effective, Southerns will become a wholly owned subsidiary of Central Square.

9. Information relating to the Styles & Wood Group

Styles & Wood is an integrated property services and project delivery specialist based in Greater Manchester with offices in Manchester, Nottingham, London, Horsham and Dartford.

The principal activities of Styles & Wood are the provision of an extensive range of services to property owners and occupiers, through the full life-cycle of a property, from design through to facilities management. The services are provided to a number of sectors, principally Commercial, Public & Community, Retail & Leisure and Banking & Finance.

These four key sectors have been specifically targeted on the basis of evidence of accessible income streams (including repeat custom), providing Styles & Wood with a measure of resilience and customer diversification. The Styles & Wood directors believe that each such sector has demonstrated an increasing demand for outsourced service provision and, most recently, a preference towards strategic partners with end-to-end provision capability and national coverage.

Styles & Wood co-ordinates all key aspects of the property life-cycle process, offering an integrated suite of professional, contracting and facilities services, managed within three reporting segments:

Contracting services:

· Projects: fulfilling the role of principal contractor for the development and delivery of projects for property owners and occupiers, with values ranging from £100,000 to £20 million, including in-house, multi-discipline, design and technical services.

Professional services:

· Programme Services: delivering outsourced, major roll-out programmes for framework customers;

· Design: providing design and development services;

· Big Data Integration and Analytics: providing technology-based property information solutions;

· Programme Management and Implementation: working with clients to develop, scope and fully implement programmes; and

· Governance, Risk and Compliance: providing a fully integrated risk management system for financial services providers.

Facilities services:

· Critical Environments: delivering complex engineering solutions to support business critical activities, including data centres; and

· Life-cycle Services: managing and implementing planned maintenance and reactive works programmes and initiatives.

The Styles & Wood Group utilises over 35 years' industry experience to develop bespoke solutions, responding to the ever changing needs of its customers. The Styles & Wood directors believe that by diversifying Styles & Wood's service offering, its customers will be able to benefit from a much wider range of in-house capabilities in technologies, critical facilities and engineering and professional services, delivered to the same exacting standards.

Styles & Wood's integrated service model allows it to connect and adapt to the evolving needs of its customers, and the association of grouped service lines in the professional, contracting and facilities services fields allows Styles & Wood to drive value through the provision of end-to-end property services. The organic evolution of Styles & Wood's service lines, driven by a clear trend towards multi-disciplinary service provision amongst the blue-chip client base, has been aided by an acquisition strategy, geared around creating a broader range of support services, alongside a strengthened presence in key sectors of operation. In 2016, Styles & Wood worked on over 1500 different sites across its service offerings.

In September 2016 Styles & Wood acquired the specialist critical facilities and data centre services provider, Keysource, for consideration of up to £7.0 million (net of cash acquired). Based in Horsham, Sussex and established in 1998, Keysource currently employs in excess of 50 staff and is an award winning critical facilities and data centre services provider. Keysource specialises in providing engineering and technology services and solutions for customers in their business critical environments. The Keysource management team works with organisations to support critical applications and facilities across a diverse range of sectors, including public sector, commercial, banking, education and industrial.

In January 2017 Styles & Wood acquired the specialist mechanical, electrical and environmental consultancy services provider, GDM, for consideration of up to £7.1 million. Based in Dartford, Kent and established in 1991, GDM currently employs in excess of 50 staff and provides mechanical, electrical and project management services to some of the UK's largest property owners. GDM specialises in delivering engineering and project management services and solutions for customers in their business critical environments. The GDM management team has over 90 years' combined experience working with a range of blue-chip customers throughout the UK and Europe.

10. Financing

The Cash Consideration payable by Central Square will be funded from acquisition finance facilities provided to Central Square, being a £25,000,000 term facility from HSBC Bank plc and a £25,000,000 term facility from Tosca Debt Capital (Luxembourg) S.à r.l. (each a "Term Facility" and together the "Term Facilities"). Each Term Facility is documented by way of a leveraged acquisition debt facility agreement based on the Loan Market Association form of document. The Cash Consideration will also be funded by way of an equity injection of approximately £10,000,000 to be provided by CSI LLP (the "Equity Funds"). CSI LLP is an investment vehicle which is controlled by Steve Parkin. The Term Facilities and the Equity Funds together constitute the "Available Funds".

The Available Funds will also be used to:

(a) repay the £2,000,000 of ten per cent. unsecured loan notes which mature in 2018 which were issued by Styles & Wood and which are held by BGF and Lombard Odier;

(b) acquire 1,742,712 Preference Shares from each of BGF and Lombard Odier in the manner described in paragraph 19 below;

(c) acquire the 10,000 Hurdle Shares from the Hurdle Shareholders in the manner described in paragraph 21 below; and

(d) repay the existing indebtedness of Southerns of approximately £5,500,000 in banking facilities with Santander UK plc. Southerns' banking facilities with Santander UK plc will be terminated following the repayment of this indebtedness.

In addition to the Term Facilities, Central Square has obtained a £5,000,000 revolving credit facility from HSBC Bank plc for the general corporate purposes and working capital requirements of the enlarged group (the "Revolving Facility" and together with the Term Facilities, the "Debt Facilities" and each a "Debt Facility").

A summary of the Debt Facilities is contained in Appendix 4.

In connection with the Debt Facilities, Central Square will enter into an intercreditor agreement with, amongst others, HSBC Bank plc and Tosca Debt Capital (Luxembourg) S.à r.l. (the "Intercreditor Agreement"), which Central Square will acknowledge and agree to the ranking of the priority of security and the subordination of liabilities set out therein.

Further in connection with the Debt Facilities, Central Square will enter into a deed of subordination with, amongst others, HSBC Bank plc, Tosca Debt Capital (Luxembourg) S.à r.l. Andrew Kendall-Jones, the Trustees of the AKJ 2017 Family Settlement, Karen Morley and others (the "Deed of Subordination"), which Central Square will acknowledge and agree to the subordination of liabilities set out therein.

Numis, acting as financial adviser to Central Square, is satisfied that sufficient resources are available to Central Square to satisfy in full the Cash Consideration payable to Styles & Wood Ordinary Shareholders under the terms of the Scheme.

11. Further terms

If any dividend or other distribution is announced, declared, made or paid in respect of Styles & Wood Ordinary Shares on or after the date of this Announcement and prior to the Effective Date, Central Square reserves the right to reduce the Offer Price by the amount of all or part of any such dividend or other distribution.

12. Management and employees

Central Square attaches great importance to the skills and experience of the existing management and employees of Styles & Wood and believes that they will benefit from enhanced career and business opportunities within the enlarged group.

Central Square has a plan in place and a board with significant experience and expertise to deliver an effective combination of Styles & Wood and Southerns. The current Styles & Wood and Southerns brands will remain in place during this combination period. Following completion of the Offer, Central Square will undertake a group wide exercise to evaluate the market positioning and strategy of the enlarged group, part of which will involve an assessment of client feedback once Styles & Wood and Southerns are combined, but save for its general intention to implement a long-term growth strategy, Central Square has no intention of changing Styles & Wood's strategic plans, the location of Styles & Wood's operations or redeploying Styles & Wood's fixed assets or effecting a material change to the operations of the business or any conditions of employment of Styles & Wood employees.

Central Square believes that the ongoing participation of the Styles & Wood senior management in the enlarged group is a very important element of the Offer. Central Square has engaged in successful negotiations with each of Anthony Lenehan, the current CEO of Styles & Wood, Philip Lanigan, the current CFO of Styles & Wood, and Paul Mitchell, the current Chairman of Styles & Wood, such that upon the Scheme becoming Effective, they will remain in their current roles within the enlarged group, becoming CEO, CFO and Chairman of Central Square respectively.

Pursuant to the terms of these arrangements, Anthony Lenehan, Philip Lanigan and Paul Mitchell will become members of Central Square's board. Total remuneration in connection with these roles will be in line with their respective current remuneration (save for a ten per cent. increase in salary for Anthony Lenehan and Philip Lanigan). Paul Mitchell's base remuneration will remain the same with a minimum time commitment of 30 days per annum. He may receive an additional payment of £1,000 (gross) for each additional day of service over minimum 30 day threshold. Please refer to paragraph 16 of this Announcement for further details of these arrangements.

Following successful completion of the Offer, Central Square intends to use the EBT to make awards from a pool of 300,000 B Shares to members of the senior management team of the enlarged group (other than Anthony Lenehan, Philip Lanigan, Paul Mitchell and Andrew Kendall-Jones). The B Shares will be non-voting but entitled to share in the proceeds of an exit and any dividends or other distributions.

As to the wider employee population, Central Square considers that Styles & Wood's employees will be a key factor in maximising the opportunities that the Offer will present and the executive leadership of the enlarged group will also aim to retain the best talent across Styles & Wood and Southerns. Central Square has confirmed that, following completion of the Offer, the existing statutory employment rights of, and pension obligations owed to, all Styles & Wood employees will be fully safeguarded in accordance with applicable law.

Robert Hough and Matthew Widdall will cease to be directors of Styles & Wood immediately following the Effective Date.

13. Share Schemes

Appropriate proposals in accordance with Rule 15 of the Code will be made to participants in the Share Schemes. Further details of these proposals will be set out in the Scheme Document and in separate communications to be sent to participants in the Share Schemes. Awards and options which have not previously vested will vest in connection with the Scheme. Awards under the Styles & Wood Incentive Plan which are exercised prior to the Scheme Record Time will be satisfied in cash in accordance with their terms. Other outstanding awards under the Share Schemes, if exercised prior to the Scheme Record Time, will be satisfied by the allotment, issue or transfer of Styles & Wood Ordinary Shares prior to the Scheme Record Time and those Styles & Wood Ordinary Shares will be subject to the Scheme.

14. Confidentiality Agreement

Southerns and Styles & Wood entered into a confidentiality agreement on 18 April 2017 (the "Confidentiality Agreement") before the identity of the bid vehicle had been determined. Pursuant to the Confidentiality Agreement, each of Southerns and Styles & Wood has undertaken, inter alia, to keep confidential information relating to the other party confidential and not to disclose it to third parties (other than to permitted discloses) unless required by law or regulation. These confidentiality obligations will remain in force for a period of three (3) years from the date of the Confidentiality Agreement unless otherwise terminated on completion of the Offer.

15. Structure of the Offer

It is intended that the Offer will be implemented by way of a court-approved scheme of arrangement between Styles & Wood and Scheme Shareholders, under Part 26 of the Companies Act.

The purpose of the Scheme is to provide for Central Square to become the sole holder of the entire issued and to be issued ordinary share capital of Styles & Wood. This is to be achieved by the transfer of the Scheme Shares to Central Square in consideration for which the Scheme Shareholders will receive the Cash Consideration on the basis described in paragraph 2 above. The procedure involves, among other things, an application by Styles & Wood to the Court to sanction the Scheme.

Purpose of the Court Meeting

The purpose of the Court Meeting is to seek the approval of Independent Shareholders for the Scheme and certain related matters.

Purpose of the General Meeting

The purpose of the General Meeting is to consider and, if thought fit, pass the other necessary resolutions to give effect to the Offer, being:

• any resolution required in connection with and to facilitate the Scheme;

• a special resolution to approve the Amended Styles & Wood Articles. The proposed resolution shall make amendments to the Articles to ensure that any Styles & Wood Ordinary Shares issued (other than to Central Square or any other subsidiaries or nominees of Central Square) between approval of the Scheme at the Court Meeting and the Scheme Record Time will be subject to the Scheme and that any Styles & Wood Ordinary Shares issued after the Scheme Record Time will automatically be acquired by Central Square;

• a special resolution to approve the re-registration of Styles & Wood as a private limited company conditional upon the Scheme becoming Effective; and

• an ordinary resolution of Independent Shareholders to be taken on a poll to approve the proposed Management Arrangements.

The Offer will be subject to the Conditions and further terms and conditions referred to in Appendix 1 to this Announcement and to be set out in the Scheme Document. The Conditions in paragraph A of Appendix 1 to this Announcement provide that the Offer will lapse if, inter alia, the Scheme does not become Effective by the Long Stop Date.

Each of Paul Mitchell, Anthony Lenehan and Philip Lanigan have agreed in their respective irrevocable undertakings to support the Offer and to be bound by the terms of the Scheme. Neither Paul Mitchell, Anthony Lenehan, Philip Lanigan nor each of Andrew Shaw, Martin Ward and Karen Morley (in relation to the Management Arrangements) nor any person acting in concert with or connected with them, may vote (to the extent otherwise entitled) on the resolutions pursuant to Rule 16 of the Code that apply to their respective arrangements.

Rule 16 of the Code provides that, except with the consent of the Panel, an offeror or persons acting in concert with it may not make any arrangements with shareholders and may not deal or enter into arrangements to deal in shares of the offeree company, or enter into arrangements which involve acceptance of an offer, either during an offer or when one is reasonably in contemplation, if there are favourable conditions attached which are not being extended to all shareholders. An arrangement made with a person who, while not a shareholder, is interested in shares carrying voting rights in the offeree company will also be prohibited by Rule 16 of the Code if favourable conditions are attached which are not being extended to the shareholders.

The Management Arrangements outlined in paragraph 16 below constitute an arrangement with a shareholder of the Company made when the Offer was reasonably in contemplation and to which favourable conditions are attached which are not being extended to all Styles & Wood Ordinary Shareholders.

The Panel has confirmed to Shore Capital that it consents to these arrangements with Paul Mitchell, Anthony Lenehan and Philip Lanigan (and to the arrangements with the Wider Management Team, described at paragraph 21 below) provided that such arrangements are approved by Independent Shareholders (being the Styles & Wood Ordinary Shareholders other than Paul Mitchell, Anthony Lenehan, Philip Lanigan, Karen Morley, Martin Ward, Andrew Shaw and any person acting in concert with them or connected with them) in general meeting. The vote must be taken on a poll.

Independent Shareholders should note that completion of the Offer will be conditional upon passing of the resolution at the General Meeting approving the Management Arrangements.

To become Effective, the Scheme requires the approval of Independent Shareholders by the passing of a resolution at the Court Meeting. The resolution must be approved by a majority in number of the Independent Shareholders present and voting (and entitled to vote), either in person or by proxy, representing not less than 75 per cent. of the Scheme Shares held by such Independent Shareholders.

The Scheme is also conditional upon the passing of any resolutions at the General Meeting required to give effect to the Scheme including the approval by Independent Shareholders of the Management Arrangements by an ordinary resolution to be taken on a poll (but for the avoidance of doubt, the Scheme is not conditional upon the passing of the resolution to approve the re-registration of Styles & Wood as a private limited company).

The General Meeting will be held immediately after the Court Meeting. In respect of the resolutions at the General Meeting, Styles & Wood Ordinary Shareholders who are permitted to vote on such resolutions will be entitled to cast one vote for each Styles & Wood Ordinary Share held.

Once the necessary approvals from Styles & Wood Ordinary Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be sanctioned by the Court.

The Scheme will then become Effective upon delivery of the Court Order to the Registrar of Companies. Subject to satisfaction of the Conditions, the Scheme is expected to become Effective in March 2018.

Upon the Scheme becoming Effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or General Meeting, or whether they voted in favour of or against the Scheme, and the Cash Consideration due under the Scheme will be despatched by, or on behalf of, Central Square to Scheme Shareholders no later than 14 days after the Effective Date.

If the Scheme does not become Effective on or before the Long Stop Date (or such later date as Central Square and Styles & Wood may, with the consent of the Panel and, if required, the Court, agree) it will lapse and the Offer will not proceed (unless the Panel otherwise consents).

The Scheme will contain a provision for Central Square and Styles & Wood to jointly consent, on behalf of all persons concerned, to any modification of or addition to the Scheme or to any condition that the Court may approve or impose.

Styles & Wood has been advised that the Court would be unlikely to approve any modification of, or addition to, or impose a condition to the Scheme which might be material to the interests of Scheme Shareholders unless Scheme Shareholders were informed of such modification, addition or condition. It would be a matter for the Court to decide, in its discretion, whether or not a further meeting of the Independent Shareholders should be held in these circumstances.

The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting and the expected timetable, and will specify the action to be taken by Scheme Shareholders. The circular including the Scheme and notices of the Scheme Meetings will be sent to Styles & Wood Ordinary Shareholders within 28 days of the date of this Announcement, unless Central Square and Styles & Wood otherwise agree, and the Panel consents, to a later date. The Scheme will be governed by English law.

16. Summary of Management Arrangements

Central Square has agreed with Anthony Lenehan, the CEO of Styles & Wood, Philip Lanigan, the CFO of Styles & Wood, Paul Mitchell, the Chairman of Styles & Wood and each member of the Wider Management Team, the terms of their continued participation in the enlarged group following successful completion of the Offer, subject to the approval of the Independent Shareholders, as follows:

· pursuant to the TL Conditional Subscription Agreement and the Hurdle Share SPA, Anthony Lenehan will reinvest £628,437, being approximately fifty per cent. of the net proceeds received by Anthony Lenehan in respect of: (i) the cash settlement of options over a maximum of 159,816 Styles & Wood Ordinary Shares (at the Offer Price) arising under the Styles & Wood Incentive Plan; and (ii) the sale of 3,500 Hurdle Shares (which will be acquired pursuant to the Hurdle Share SPA), into 1,100,000 A1 Shares;

· pursuant to the PL Conditional Subscription Agreement and the Hurdle Share SPA, Philip Lanigan will reinvest £342,784, being approximately fifty per cent. of the net proceeds received by Philip Lanigan in respect of (i) the cash settlement of options over a maximum of 91,323 Styles & Wood Ordinary Shares (at the Offer Price) arising under the Styles & Wood Incentive Plan; and (ii) the sale of 2,000 Hurdle Shares (which will be acquired pursuant to the Hurdle Share SPA), into 600,000 A1 Shares;

· pursuant to the PM Conditional Subscription Agreement, Paul Mitchell will invest £171,392 into 300,000 A1 Shares;

· pursuant to the Hurdle Share SPA, each member of the Wider Management Team will receive Loan Notes by way of partial consideration for the sale of their Hurdle Shares. In each case, the value of the Loan Notes will be equal to 50 per cent. of the net proceeds received by such person pursuant to the cash settlement of their awards under the Styles & Wood Incentive Plan and the sale of their Hurdle Shares pursuant to the Hurdle Share SPA. Further details in respect of the Loan Notes are set out in paragraph 21 of this Announcement;

· each of Anthony Lenehan, Philip Lanigan and Paul Mitchell will enter into the Central Square Shareholders' Agreement which will come into effect following successful completion of the Offer. Together with the Central Square Articles, the Central Square Shareholders' Agreement will set out the rights and restrictions attaching to the A1 Shares to be held by Anthony Lenehan, Philip Lanigan and Paul Mitchell. Pursuant to the Central Square Articles and the Central Square Shareholders' Agreement:

o the A1 Shares issued to each of Anthony Lenehan, Philip Lanigan and Paul Mitchell will be subject to leaver provisions pursuant to which such shares could be acquired by the Company, an employee benefit trust, other Central Square shareholders or other transferees approved by CSI LLP in circumstances where either they cease to be an employee or director or consultant to any member of the Central Square Group. The price at which such acquisition would be made is dependent on the circumstances in which such person ceases to be an employee, director or consultant to any member of the Central Square Group, with customary "good leaver" provisions providing that acquisitions shall be made at market value and "early leaver", "mid-term leaver" and "bad leaver" provisions providing that acquisitions shall be made at the lower of a specified discount to the market value and a specified discount to the issue price. In addition, if a holder of A1 Shares resigns after the date falling 5 years after completion of the Offer (a "voluntary leaver") his A1 Shares can be acquired as set above but at the higher of 66% of market value and 100% of the issue price (provided that if 100% of the issue price is higher than the market value, such amount shall be capped at the market value);

o each of Anthony Lenehan, Philip Lanigan and Andrew Kendall-Jones are giving customary restrictive covenants which apply for such time as each is a director or employee of a member of the Central Square Group and until the later of three years after the date on which they cease to be such a director or employee and the date on which they cease to be a Central Square shareholder;

o the holders of more than 50% of the A1 Shares (being Anthony Lenehan, Philip Lanigan, Paul Mitchell and Andrew Kendall-Jones) and C Shares (being Guy Jackson and David Hodkin) will collectively have customary veto rights over certain fundamental matters relating to the operation of the enlarged group; and

o in addition to the matters set out above, the Central Square Articles include certain customary restrictions, rights of first offer, rights of first refusal and majority drag and tag rights in respect of transfers of shares in the capital of Central Square; and

· following successful completion of the Offer, Central Square intends to retain each of Anthony Lenehan, Philip Lanigan and Paul Mitchell in their current roles in the enlarged group, with them becoming CEO, CFO and Chairman of Central Square respectively. Under the terms of these appointments, each of Anthony Lenehan, Philip Lanigan and Paul Mitchell will become members of Central Square's board and the total remuneration for these roles will be in line with their current remuneration at Styles & Wood (save for a ten per cent. increase in salary in the cases of each of Anthony Lenehan and Philip Lanigan which will be required to be approved by Independent Shareholders). Paul Mitchell may receive an additional payment of £1,000 (gross) for each additional day of service over the minimum 30 day threshold. In addition, to bring the service contracts for each of Anthony Lenehan and Philip Lanigan in line with those customary for a private company, the cap on bonus payments in each of Anthony Lenehan and Philip Lanigan's service contracts, which is currently set at 60% and 40% of salary respectively, will be removed, leaving Central Square's remuneration committee to decide whether either director is entitled to a bonus and, if so, the quantum of such bonus,

(together the "Management Arrangements").

As a result of the Management Arrangements, and following successful completion of the Offer:

· Anthony Lenehan will hold approximately 11.9 per cent. of the voting share capital of Central Square (and 27.5 per cent. of the A1 Shares);

· Philip Lanigan will hold approximately 6.5 per cent. of the voting share capital of Central Square (and 15.0 per cent. of the A1 Shares); and

· Paul Mitchell will hold approximately 3.2 per cent. of the voting share capital of Central Square (and 7.5 per cent. of the A1 Shares).

In addition and as summarised at paragraph 6 above, each of Anthony Lenehan, Philip Lanigan and Paul Mitchell have given Central Square irrevocable undertakings to vote in favour of the resolutions to be proposed at the General Meeting (save for the resolutions to approve the Management Arrangements on which they are not allowed to vote) which account for 84,777 Styles & Wood Ordinary Shares in aggregate, representing approximately 0.98 per cent. of the issued ordinary share capital of Styles & Wood in issue on 20 December (being the last practicable date prior to this Announcement). As summarised at paragraph 6 above, Central Square has received irrevocable undertakings from each of Paul Bell, BGF, Lombard Odier and Robert Hough to vote in favour of the resolutions to be proposed at the General Meeting.

Pursuant to Rule 16.2 of the Code, the Management Arrangements are required to be approved by Independent Shareholders voting on a poll. Accordingly, a resolution to approve the Management Arrangements will be proposed at the General Meeting. To be passed, this resolution will require more than 50 per cent. of the votes cast by Independent Shareholders (either in person or by proxy) to be voted in favour.

For the purposes of Rule 16.2 of the Code, Shore Capital has confirmed that, in its opinion, the terms of the Management Arrangements are fair and reasonable so far as the Independent Shareholders are concerned. In providing its opinion, Shore Capital has taken into account the commercial assessments of the Independent Directors. The Offer is conditional, amongst other things, upon the passing of the resolution to approve the Management Arrangements by the requisite majority of the Independent Shareholders at the General Meeting. The expected date of the General Meeting will be set out in the Scheme Document.

Full details of the terms of the Management Arrangements will be set out in the Scheme Document. Other than the Management Arrangements and the proposed EBT discussed at paragraph 12 above, there are no arrangements for the incentivisation of the management of Styles & Wood currently contemplated or proposed by Central Square, nor have any such arrangements been discussed. However, Central Square reserves the freedom to establish or review, after completion of the Offer, incentivisation arrangements for the benefit of the management and other employees of the Styles & Wood Group.

17. AIM cancellation and re-registration

Once the Scheme becomes Effective, Styles & Wood will become a wholly-owned subsidiary of Central Square. Prior to the Scheme becoming Effective, a request will be made to the London Stock Exchange to cancel trading in the Styles & Wood Ordinary Shares on AIM immediately following completion of the Offer without seeking the separate approval of the Styles & Wood Ordinary Shareholders under Rule 41 of the AIM Rules.

Following the AIM cancellation, Styles & Wood Ordinary Shares will not be quoted on any publicly quoted market in the United Kingdom or elsewhere.

Upon the Effective Date, share certificates in respect of Styles & Wood Ordinary Shares will cease to be valid and entitlements to Styles & Wood Ordinary Shares held within the CREST system will be cancelled.

It is also intended that Styles & Wood will be re-registered as a private company under the relevant provisions of the Companies Act as soon as practicable after the Effective Date and Styles & Wood Ordinary Shareholders will be asked to approve this during the General Meeting.

18. Disclosure of interests in Styles & Wood Shares

As set out in paragraph 16 (Summary of Management Arrangements) of this Announcement, Paul Mitchell, Non-Executive Chairman of Styles & Wood, Anthony Lenehan, the CEO of Styles & Wood, Philip Lanigan, the CFO of Styles & Wood and each member of the Wider Management Team will, subject to the approval of the Independent Shareholders, have a continued participation in the enlarged group following the successful completion of the Offer. As such, the following individuals are deemed to be acting in concert (within the meaning of the Code) with Central Square; being Paul Mitchell, Antony Lenehan, Philip Lanigan, Paul Lonsdale, Andrew Shaw, Karen Morley and Martin Ward (together, "the Styles & Wood Concert Party"). The interest in, or right to subscribe for, any Styles & Wood Ordinary Shares, for the Styles & Wood Concert Party is set out below:

As at the close of business on 20 December 2017 (being the last Business Day prior to the date of this Announcement), save as set out in this paragraph 18, the irrevocable undertakings referred to in paragraph 6 above, the entry into the Conditional Subscription Agreements described in paragraph 16 and Central Square's conditional acquisition of the Hurdle Shares and the Styles & Wood Preference Shares pursuant to the terms of the Hurdle Share SPA and the Preference Share SPAs, neither Central Square nor any of its directors nor, so far as Central Square is aware, any person acting, or deemed to be acting, in concert (within the meaning of the Code) with Central Square:

· has any interest in, or right to subscribe for, any relevant securities of Styles & Wood; nor

· has any short position in respect of relevant securities of Styles & Wood (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell, any delivery obligation or right to require another person to purchase or take delivery of relevant securities of Styles & Wood; nor

· has borrowed or lent any relevant securities of Styles & Wood or entered into any financial collateral arrangements relating to relevant securities of Styles & Wood as referred to in Note 4 on Rule 4.6 of the Code; nor

· has procured an irrevocable commitment or letter of intent to accept the terms of the Offer in respect of relevant securities of Styles & Wood.

"Interests in securities" for these purposes arise, in summary, when a person has long economic exposure, whether absolute or conditional, to changes in the price of securities (and a person who only has a short position in securities is not treated as interested in those securities). In particular, a person will be treated as having an "interest" by virtue of the ownership, voting rights or control of securities, or by virtue of any agreement to purchase, option in respect of, or derivative referenced to, securities.

Furthermore, save as set out in this paragraph 18 and Central Square's conditional acquisition of the Hurdle Shares and the Styles & Wood Preference Shares pursuant to the terms of the Hurdle Share SPA and the Preference Share SPAs, no arrangement exists between Central Square or Styles & Wood or a person acting in concert with Central Square or Styles & Wood in relation to Styles & Wood Shares. For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to Styles & Wood Shares which may be an inducement to deal or refrain from dealing in such securities.

19. Styles & Wood Preference Shares

There are 4,356,780 Styles & Wood Preference Shares in issue as at the date of this Announcement, of which 871,356 are due to be redeemed by Styles & Wood on 31 December 2017 in accordance with the provisions of the Articles. Therefore, at the Effective Date there will be 3,485,424 Styles & Wood Preference Shares in issue. The Styles & Wood Preference Shares are held by BGF and Lombard Odier in the amounts set out below:

The Styles & Wood Preference Shares are not affected by the terms of the Scheme and the rights attaching to them pursuant to the Articles do not envisage an automatic conversion into new ordinary shares upon a change of control. However, pursuant to the Preference Share SPAs, each of BGF and Lombard Odier have conditionally agreed to transfer the Styles & Wood Preference Shares that are in issue at the Effective Date to Central Square for £1.00 per Styles & Wood Preference Share plus an amount in respect of accrued preference dividend to the anticipated date of completion of the Offer. The Preference Share SPAs are conditional on the Scheme becoming Effective.

20. Deferred Shares and Deferred Ordinary Shares

There are 6,182,383 Deferred Shares and 40,777,812 Deferred Ordinary Shares in issue as at the date of this Announcement. The Deferred Shares are held by those persons who were the holders of ordinary shares in the capital of Styles & Wood immediately prior to the ten for one consolidation and subdivision of share capital undertaken by Styles & Wood on 28 May 2014. The Deferred Ordinary Shares are held by the S&W Employee Benefit Trust (20,000,000), BGF (10,388,906) and Lombard Odier (10,388,906).

The Deferred Shares and the Deferred Ordinary Shares are unaffected by the Scheme but, separately, Styles & Wood is undertaking a Reduction of Capital in order to cancel the Deferred Shares and the Deferred Ordinary Shares. The cancellation of such shares will only become effective if (in the following order) (i) the relevant resolutions are approved by the Styles & Wood Ordinary Shareholders at the General Meeting and, in the case of the Deferred Ordinary Shares, the Reduction of Capital is approved by the holders of such Deferred Ordinary Shares, (ii) confirmation of the Reduction of Capital is given by the court, and (iii) the court order and a statement of capital are delivered to, and registered by, the Registrar of Companies.

21. Hurdle Shares

There are 10,000 Hurdle Shares in issue as at the date of this Announcement. The Hurdle Shares are held by members of the Styles & Wood management team in the amounts set out in the table below.

As the Scheme will result in the sale of all of the Styles & Wood Ordinary Shares for the Cash Consideration, the Hurdle Shares are entitled to participate in such sale and the value of such participation is determined by reference to the calculation of the "Hurdle Shares Allocated Realisation Pool" as set out in the Articles.

At the Offer Price, the implied Hurdle Share Allocated Realisation Pool is £2,406,378.89. The Hurdle Shareholders are entitled to an amount of the Hurdle Share Allocated Realisation Pool pro rata to their holdings of Hurdle Shares as set out in the table below:

The acquisition of the Hurdle Shares by Central Square will be effected by the Hurdle Share SPA and the sale and transfer of the Hurdle Shares thereunder is conditional on completion of the Offer. Pursuant to the Hurdle Share SPA, each Hurdle Shareholder has conditionally agreed to transfer their Hurdle Shares to Central Square in return for: (i) in the case of Anthony Lenehan and Philip Lanigan, cash consideration of which an aggregate of £971,221 is to be set off against the amounts owed by them pursuant to the terms of TL Conditional Subscription Agreement and the PL Conditional Subscription Agreement respectively (being the principal component of the Management Arrangements summarised at paragraph 16 above); and (ii) in the case of the remaining Hurdle Shareholders, consideration comprising cash and Loan Notes, such that they receive Loan Notes equal to the value of fifty per cent. of their net proceeds arising from the cash settlement of awards under the Styles & Wood Incentive Plan and the sale of the Hurdle Shares.

The Loan Notes are due to be redeemed in two tranches: (a) on 31 December 2019, half of the principal amount of the notes then in issue, pro rata between the noteholders; and (b) on 31 December 2020, the balance of the notes, in full. The Loan Notes are redeemable earlier on a change of control of Central Square, a flotation of Central Square or the sale of substantially all of Central Square's assets. The noteholders are also entitled to demand redemption of the Loan Notes upon certain insolvency events in Central Square. Additionally, Central Square may elect (at its discretion) to redeem the Loan Notes early.

Interest on the Loan Notes accrues at a fixed rate of 10 per cent. per annum. Interest is payable in cash annually in arrears, on 1 January in each year.

The Loan Notes are not transferable and are subordinated to the Debt Facilities.

22. Current trading and outlook

Trading since the release of the Styles & Wood Group's half year results on 29 September 2017, for the six months ended 30 June 2017, has continued in line with management expectations.

23. Documents published on a website

Copies of the following documents will, by no later than 12 noon (London time) on 22 December 2017, be published on Styles & Wood's website at www.stylesandwood-group.co.uk and Central Square's website at www.cshltd.co.uk until the Effective Date:

· this Announcement;

· the irrevocable undertakings referred to in paragraph 6;

· the financing documentation referred to in paragraph 10 and Appendix 4;

· the PL Conditional Subscription Agreement, the PM Conditional Subscription Agreement and the TL Conditional Subscription Agreement;

· the new contracts of employment for each of Anthony Lenehan, Philip Lanigan, and the new appointment letter for Paul Mitchell;

· the Preference Share SPAs;

· the Hurdle Share SPA;

· the Loan Note Instrument;

· the Central Square Articles;

· the Confidentiality Agreement;

· the letter to Paul Bell of 27 October 2017 providing an update on deal financing;

· Numis' consent letter; and

· Shore Capital's consent letter.

The contents of Styles & Wood's website and Central Square's website are not incorporated into and do not form part of this Announcement.

24. General

The Offer will be subject to the Conditions and certain further terms set out in Appendix 1 and the further terms and conditions to be set out in the Scheme Document. The Scheme Document, along with the notice of the Court Meeting and the General Meeting and the Forms of Proxy will be despatched to Styles & Wood Ordinary Shareholders within 28 days of the date of this Announcement, unless Central Square and Styles & Wood otherwise agree, and the Panel consents, to a later date.

The Offer will be governed by English law and will be subject to the jurisdiction of the courts of England and Wales. The Offer will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the FCA.

The bases and sources of certain information contained in this Announcement are set out in Appendix 2. Details of the irrevocable commitments are set out in Appendix 3. Details of the financing arrangements are set out in Appendix 4. Certain terms used in this Announcement are defined in Appendix 5.

Central Square reserves the right (subject to the Panel's consent) to elect to implement the Offer by way of a Takeover Offer for the entire issued and to be issued share capital of Styles & Wood as an alternative to the Scheme. In such an event the Takeover Offer will be implemented on the same terms (subject to appropriate amendments, including an acceptance condition set at 90 per cent. of the shares to which such offer relates or such lesser percentage, being more than 50 per cent., as Central Square may decide), so far as applicable, as those which would apply to the Scheme.

If the Offer is effected by way of a Takeover Offer and such Takeover Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Central Square intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining Styles & Wood Ordinary Shares in respect of which the Offer has not been accepted.

Shore Capital has given and not withdrawn its consent to the inclusion in this Announcement of references to its advice to the Independent Directors in the form and context in which they appear.

Numis has given and not withdrawn its consent to the inclusion in this Announcement of references to its advice to Central Square in the form and context in which it appears.

Enquiries

Important notices

Numis Securities Limited which is authorised and regulated by the Financial Conduct Authority is acting exclusively as financial adviser to Central Square and no one else in connection with the Offer. Numis Securities Limited will not be responsible to anyone other than Central Square and Southerns for providing the protections afforded to its clients or for providing advice in connection with the contents of this Announcement or any matter referred to herein.

Shore Capital and Corporate Limited which is authorised and regulated by the Financial Conduct Authority is acting exclusively as financial adviser to Styles & Wood for the purposes of Rule 3 of the Code and no one else in connection with the Offer and Shore Capital and Corporate Limited will not be responsible to anyone other than Styles & Wood for providing the protections afforded to its clients or for providing advice in connection with the contents of this Announcement or any matter referred to herein.

This Announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. The Offer will be made solely by means of the Scheme Document and the accompanying Forms of Proxy, which will contain the full terms and Conditions of the Offer, including details of how to vote in respect of the Offer.

This Announcement has been prepared for the purpose of complying with English law 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 jurisdictions outside the United Kingdom.

Styles & Wood will, with the assistance of Central Square, prepare the Scheme Document to be distributed to Styles & Wood Ordinary Shareholders. Styles & Wood and Central Square urge Styles & Wood Ordinary Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Offer. Any approval, decision or other response to the Offer should be made only on the basis of the information in the Scheme Document.

This Announcement does not constitute a prospectus or prospectus equivalent document.

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 other jurisdictions should inform themselves of, and observe, any applicable requirements.

The Offer relates to the acquisition of shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales.

Unless otherwise determined by Central Square 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 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 availability of the Offer to Styles & Wood Ordinary 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 requirements.

Forward looking statements

This Announcement contains statements about Central Square, Southerns and Styles & Wood that are or may be forward looking statements. All statements other than statements of historical facts included in this Announcement may be 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; and (ii) business and management strategies and the expansion and growth of Central Square's, Southerns' or Styles & Wood's operations and potential synergies resulting from the Offer.

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results 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. Central Square and Styles & Wood disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Styles & Wood or Central Square, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Styles & Wood or Central Square, as appropriate.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 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 3.30pm (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30pm (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 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, 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 3.30pm (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 http://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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Electronic Communications

Please be aware that addresses, electronic addresses and certain information provided by Styles & Wood Ordinary Shareholders, persons with information rights and other relevant persons for the receipt of communications from Styles & Wood may be provided to Central Square during the Offer Period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Publication on Website and Availability of Hard Copies

In accordance with Rule 26.1 of the Code, a copy of this Announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Central Square's and Styles & Wood's websites at http://www.cshltd.co.uk and http://www.stylesandwood-group.co.uk respectively by no later than 12 noon (London time) on 22 December 2017. For the avoidance of doubt, the contents of these websites are not incorporated into and do not form part of this Announcement.

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this Announcement by contacting Shore Capital on +44 (0)207 408 4090 or Numis on +44 (0)207 260 1000. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. In accordance with Rule 30.3, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Code, Styles & Wood confirms that as at the date of this Announcement, it has in issue and admitted to trading on AIM 8,690,328 ordinary shares of one pence each (and no ordinary shares held in treasury). The International Securities Identification Number (ISIN) of the ordinary shares is GB00BLG2TG58.

Appendix 1

Conditions of the Offer and Certain Further Terms

The Offer will comply with the rules and regulations of the Code to the extent applicable.

Part A: The Conditions of the Scheme and the Offer

The Offer will be conditional upon the Scheme becoming effective, subject to the provisions of the Code, on or before 6:00 pm on the Long Stop Date or such later date (if any) as Central Square and Styles & Wood may agree, with the consent of the Panel, and the Court may allow.

Scheme Approval

The Scheme will be subject to the following Conditions:

(a) its approval by a majority in number of the Independent Shareholders, who represent 75 per cent. in value of the Styles & Wood Ordinary Shares voted by those Independent Shareholders, and who are on the register of members of Styles & Wood at the Voting Record Time, and who are present and vote, whether in person or by proxy, at the Court Meeting (and at any separate class meeting which may be required by the Court) or at any adjournment thereof on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date (if any) selected by Styles & Wood as Central Square may agree and the Court may allow);

(b) the passing of all resolutions (other than the resolution to approve the re-registration of Styles & Wood as a private limited company which is conditional upon completion of the Offer) to approve and implement the Scheme (including the amendments to the Articles) being duly passed by the requisite majorities at the General Meeting or at any adjournment thereof to be held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date (if any) selected by Styles & Wood as Central Square may agree and the Court may allow);

(c) the resolution to approve the Management Arrangements being duly passed by Independent Shareholders representing a majority of the votes cast on a poll (either in person or by proxy) at the General Meeting or at any adjournment thereof to be held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date (if any) Styles & Wood and Central Square may agree and the Court may allow); and

(d) the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Styles & Wood and Central Square) and the delivery of a copy of the Court Order to the Registrar of Companies.

In addition, subject as stated in Part B below and to the requirements of the Panel, the Offer is conditional upon the following Conditions and, accordingly, the Court Order shall not be delivered to the Registrar of Companies unless such Conditions (as amended, if appropriate) have been satisfied (and continue to be satisfied immediately prior to the Court Hearing) or, where relevant, waived in writing prior to the Scheme being sanctioned by the Court:

General third party and other regulatory approvals

(e) no central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, authority (including any national or supranational anti-trust or merger control body) court, trade agency, association, institution or any other body or person whatsoever in any jurisdiction (each a "Third Party") having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required any action to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, decision or order, or having taken any other steps which would or might reasonably be expected to:

(i) make the Offer or its implementation or the acquisition or proposed acquisition by Central Square of all or any Styles & Wood Ordinary Shares, or the acquisition or proposed acquisition of control of Styles & Wood by any member of the Wider Central Square Group, void, voidable, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, challenge, delay, hinder or otherwise interfere with the same, or impose additional conditions or obligations with respect thereto, or otherwise challenge or require amendment to the terms of the Offer or any such acquisition;

(ii) require, prevent or delay the divestiture, or alter the terms envisaged for any proposed divestiture, by any member of the Wider Central Square Group or by any member of the Wider Styles & Wood Group of all or any portion of their respective businesses, assets or properties or impose any limitation on the ability of any of them to conduct their respective businesses (or any part of them) or to own, control or manage their respective assets or properties (or any part of them), which in any such case, is material in the context of the Wider Central Square Group or the Wider Styles & Wood Group, in either case taken as a whole;

(iii) impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Central Square Group, directly or indirectly, to acquire or to hold or to exercise effectively all or any rights of ownership in respect of shares, loans, securities convertible into shares or any other securities (or the equivalent) in any member of the Wider Styles & Wood Group or to exercise management control over any such member;

(iv) otherwise adversely affect any or all of the businesses, assets, liabilities, profits or prospects of any member of the Wider Central Square Group or any member of the Wider Styles & Wood Group (including any action which would or might adversely affect or prejudice any of the status, licences, authorisations, exemptions or consents of any member of the Wider Central Square Group or of the Wider Styles & Wood Group);

(v) limit the ability of any member of the Wider Central Square Group or the Wider Styles & Wood Group to co-ordinate or integrate its business, or any part of it, with the business or any part of the business of any other member of the Wider Central Square Group and/or the Wider Styles & Wood Group; or

(vi) result in any member of the Wider Central Square Group or the Wider Styles & Wood Group ceasing to be able to carry on business under any name which it presently does so, 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 any such action, proceeding, suit, investigation, enquiry or reference under the laws of any relevant jurisdiction or enact any such statute, regulation, order or decision or take any steps having expired, lapsed or been terminated;

(f) all necessary filings or applications having been made in connection with the Offer and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Offer or the acquisition by any member of the Wider Central Square Group of any shares or other securities in, or control of, Styles & Wood and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals reasonably deemed necessary or appropriate by Central Square or any member of the Wider Central Square Group for or in respect of the Offer or the proposed acquisition of any shares or other securities in, or control of, Styles & Wood by any member of the Wider Central Square Group having been obtained in terms and in a form reasonably satisfactory to Central Square from all appropriate Third Parties or persons with whom any member of the Wider Styles & Wood Group has entered into contractual arrangements and all such authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals together with all material authorisations, orders, recognitions, grants, licences, confirmations, clearances, permissions and approvals necessary or appropriate to carry on the business of any member of the Wider Styles & Wood Group which is material in the context of the Central Square Group or the Styles & Wood Group as a whole remaining in full force and effect and all filings necessary for such purpose have been made and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Offer becomes otherwise unconditional and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;

Certain matters arising as a result of any arrangement, agreement etc.

(g) save as Disclosed, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Styles & Wood Group is a party, or by or to which any such member or any of its assets may be bound, entitled or subject, which in consequence of the Offer or the proposed acquisition of any shares or other securities in Styles & Wood or because of a change in the control or management of Styles & Wood or otherwise, could or might result in (in each case to an extent which is material and adverse in the context of the Wider Styles & Wood Group as a whole, or in the context of the Offer):

(i) any moneys borrowed by or any other indebtedness (actual or contingent) of, or grant available to any such member, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(iii) any assets or interests of any such member being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged;

(iv) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member;

(v) the rights, liabilities, obligations or interests of any such member in, or the business of any such member with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or adversely affected;

(vi) the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected;

(vii) any such member ceasing to be able to carry on business under any name under which it presently does so; or

(viii) the creation of any liability, actual or contingent, by any such member and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Styles & Wood Group is a party, or by or to which any such member or any of its assets may be bound, entitled or subject, could result in any of the events or circumstances as are referred to in subparagraphs (i) to (vii) of this Condition (in each case to the extent which is material in the context of the Wider Styles & Wood Group taken as a whole);

Certain events occurring since 31 December 2016

(h) save as Disclosed, no member of the Wider Styles & Wood Group having, since 31 December 2016:

(i) save as between Styles & Wood and wholly-owned subsidiaries of Styles & Wood or for Styles & Wood Ordinary Shares issued pursuant to the exercise of options or vesting of awards granted under the Share Schemes, issued, authorised or proposed the issue of additional shares of any class;

(ii) save as between Styles & Wood and wholly-owned subsidiaries of Styles & Wood, or for the grant of options or awards under the Share Schemes, issued or agreed to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;

(iii) other than to another member of the Styles & Wood Group, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution whether payable in cash or otherwise;

(iv) save for intra-Styles & Wood Group transactions, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage, charge or security interest, in each case, (i) other than in the ordinary course of business and (ii) which is material in the context of the Wider Styles & Wood Group taken as a whole;

(v) save for intra-Styles & Wood Group transactions, made or authorised or proposed or announced an intention to propose any change in its loan capital in each case, to the extent which is material in the context of the Wider Styles & Wood Group taken as a whole;

(vi) issued, authorised or proposed the issue of any debentures or, save in the ordinary course of business, incurred or increased any indebtedness or become subject to any guarantee or contingent liability;

(vii) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital, in each case, to the extent which is material in the context of the Wider Styles & Wood Group taken as a whole;

(viii) other than pursuant to the Offer (and except for transactions between Styles & Wood and its wholly-owned subsidiaries or between wholly-owned subsidiaries of Styles & Wood which are not material in the context of the Wider Styles & Wood Group) implemented, or authorised, proposed or announced its intention to implement, any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement;

(ix) entered into or changed the terms of any contract with any director or senior executive of the Wider Styles & Wood Group;

(x) entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or could be restrictive on the businesses of any member of the Wider Styles & Wood Group or which involves or could involve an obligation of such a nature or magnitude other than in the ordinary course of business and which is material or would reasonably likely to be material in the context of the Wider Styles & Wood Group taken as a whole;

(xi) (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed, and in each such case, to the extent which is material in the context of the Wider Styles & Wood Group taken as a whole;

(xii) entered into any contract, transaction or arrangement which would be restrictive on the business of any member of the Wider Styles & Wood Group other than to a nature and extent which is normal in the context of the business concerned, and in each such case which is material or would reasonably likely be material in the context of the Wider Styles & Wood Group taken as a whole;

(xiii) waived or compromised any claim otherwise than in the ordinary course of business and in any case which is material or would reasonably likely be material in the context of the Wider Styles & Wood Group taken as a whole;

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

(xv) having made or agreed or consented to any change to:

• the terms of the trust deeds constituting the pension scheme(s) established by any member of the Wider Styles & Wood Group for its directors, employees or their dependents;

• the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder;

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

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

in each case, to the extent which is material in the context of the Wider Styles & Wood Group taken as a whole;

(xvi) save for the Management Arrangements, proposed, agreed to provide or modified the terms of the Share Schemes or any share option scheme, incentive scheme or other benefit constituting a material change relating to the employment or termination of employment of a material category of persons employed by the Wider Styles & Wood Group or which constitutes a material change to the terms or conditions of employment of any senior employee of the Wider Styles & Wood Group, save as agreed by the Panel or by Central Square; or

(xvii) having taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of Styles & Wood Ordinary Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Code.

No adverse change, litigation or regulatory enquiry

(i) save as Disclosed, since 31 December 2016:

(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 Styles & Wood Group which is material in the context of the Wider Styles & Wood Group taken as a whole and no circumstances have arisen which would or might reasonably be expected to result in any such adverse change;

(ii) (other than in connection with the Offer) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Styles & Wood Group is or may become a party (whether as a plaintiff, defendant or otherwise) and no investigation by any Third Party against or in respect of any member of the Wider Styles & Wood Group having been instituted announced or threatened by or against or remaining outstanding in respect of any member of the Wider Styles & Wood Group which in any such case, has had or might reasonably be expected to have an adverse effect that is material in the context of the Wider Styles & Wood Group; and

(iii) no contingent or other liability having arisen or become apparent to Styles & Wood which will or might be likely to adversely affect the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider Styles & Wood Group to an extent which is material in the context of the Wider Styles & Wood Group taken as a whole;

No withdrawal, cancellation, termination or modification of licences

(j) save as Disclosed, no steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Styles & Wood Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which is material and has had, or might reasonably be expected to have, a material adverse effect on the Wider Styles & Wood Group taken as a whole;

No discovery of certain matters

(k) save as Disclosed, Central Square not having discovered:

(i) that any financial, business or other information concerning the Wider Styles & Wood Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Wider Styles & Wood Group is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make that information not misleading;

(ii) that any member of the Wider Styles & Wood Group is subject to any material liability (contingent or otherwise); or

(iii) any information which affects the import of any information disclosed at any time prior to the Announcement by or on behalf of any member of the Wider Styles & Wood Group to any member of the Wider Central Square Group, in each case, to the extent which is material in the context of the Wider Styles & Wood Group taken as a whole;

Anti-corruption, sanctions and criminal property

(l) save as Disclosed, Central Square not having discovered that:

(i) (a) any past or present member, director, officer or employee of the Wider Styles & Wood Group is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption legislation; or (b) any person that performs or has performed services for or on behalf of the Wider Styles & Wood Group is or has at any time engaged in any activity, practice or conduct in connection with the performance of such services which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption legislation; or

(ii) any material asset of any member of the Wider Styles & Wood Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002; or

(iii) any past or present member, director, officer or employee of the Styles & Wood Group has engaged in any business with, made any investments in, made any funds or assets available to or received any funds or assets from: (a) any government, entity or individual in respect of which US or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by US or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control, or HM Treasury & Customs; or (b) any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the European Union or any of its member states, in each case to an extent which is material in the context of the Wider Styles & Wood Group taken as a whole; or

(iv) no member of the Styles & Wood Group being engaged in any transaction which would cause Central Square to be in breach of the economic sanctions of the United States Office of Foreign Assets Control, or HM Treasury & Customs, or any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the European Union or any of its member states upon its acquisition of Styles & Wood.

Part B: Waiver and Invocation of the Conditions

Subject to the requirements of the Panel in accordance with the Code:

1. Central Square reserves the right to waive (if capable of waiver), in whole or in part, any of the Conditions set out in the above Conditions (a), (b) and (d) of Part A relating to the timing of the Court Meeting, the General Meeting and the sanctioning of the Scheme. If any of these deadlines for those events are not met, Central Square shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with Styles & Wood to extend the deadline in relation to the relevant Condition;

2. Conditions (e) to (l) (inclusive) of Part A must be fulfilled or waived by no later than 11.59 p.m. on the date immediately preceding the date of the Court Hearing, failing which the Scheme will lapse. Central Square shall be under no obligation to waive or treat as satisfied any of Conditions which are capable of being waived by a date earlier than the latest date specified above for the fulfilment or waiver thereof, notwithstanding that the other Conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment;

3. Under Rule 13.5 of the Code, Central Square may not invoke a condition so as to cause the Scheme not to proceed, or to lapse or so as to cause any Takeover Offer to be withdrawn, unless the circumstances which give rise to the right to invoke the Condition are of material significance to Central Square in the context of the Offer. Conditions (a) to (d) (and, if applicable, any acceptance condition adopted on the basis set out in Part C below in relation to any Takeover Offer) are not subject to this provision of the Code; and

4. If Central Square is required by the Panel to make an offer for Styles & Wood Ordinary Shares under the provisions of Rule 9 of the Code, Central Square may make such alterations to the Conditions and certain further terms of the Offer as are necessary to comply with the provisions of that Rule.

Part C: Implementation by way of Takeover Offer and CMA Phase 2 Reference

Central Square reserves the right, with the consent of the Panel to implement the Offer by way of a Takeover Offer as an alternative to the Scheme. In such event, the Takeover Offer will be implemented on the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments, including (without limitation and subject to the consent of the Panel) an acceptance condition that is set at 90 per cent. (or such lesser percentage, as Central Square may decide after, to the extent necessary, consultation with the Panel, being in any case more than 50 per cent . of the shares to which such Takeover Offer relates). The availability of the Takeover 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.

The Offer will lapse (unless otherwise agreed with the Panel) if: (a) in so far as the Offer or any matter arising from or relating to the Scheme or the Offer constitutes a concentration with a Community dimension within the scope of the Merger Regulation, the European Commission either initiates proceedings under Article 6(1)(c) of the Merger Regulation or makes a referral to a competent authority of the United Kingdom under Article 9(1) of the Merger Regulation and there is then a CMA Phase 2 Reference; or (b) in so far as the Offer or any matter arising from the Scheme or Offer does not constitute a concentration with a Community dimension within the scope of the Merger Regulation, the Scheme or Offer or any matter arising from or relating to the Offer becomes subject to a CMA Phase 2 Reference; in each case, before the date of the Court Meeting.

Part D: Certain Further Terms of the Offer

The Scheme will be governed by English law and be subject to the jurisdiction of the Court. The Offer will comply with the applicable rules and regulations of the FCA and the London Stock Exchange and the Code.

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

The Styles & Wood Ordinary Shares shall be acquired by Central Square, with full legal title and beneficial ownership, fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights and interests whatsoever and together with all rights existing at the date of this Announcement or thereafter attaching thereto, including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this Announcement in respect of the Styles & Wood Ordinary Shares.

The Offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telephone, internet or e-mail) of interstate or foreign commerce of, or of any facility of a national securities exchange of, any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

Appendix 2

Sources of Information and Bases of Calculation

In this Announcement, unless otherwise stated, or the context otherwise requires, the following bases and sources have been used:

1. Financial information relating to Styles & Wood is extracted (without adjustment) from the audited financial statements for Styles & Wood Group for the financial year ended 31 December 2016.

2. The value of the Offer is calculated on the basis of the fully diluted number of Styles & Wood Ordinary Shares (at the Offer Price) in issue referred to in paragraph 4.

3. As at the close of business on 20 December 2017, being the last practicable date before the date of this announcement, Styles & Wood has in issue 8,690,328 Styles & Wood Ordinary Shares. The International Securities Identification Number for Styles & Wood Ordinary Shares is GB00BLG2TG58.

4. The fully diluted ordinary share capital of Styles & Wood (being 9,147,898) is calculated on the basis of 8,690,328 Styles & Wood Ordinary Shares in issue on 20 December 2017, and in addition a maximum of 457,570 further Styles & Wood Ordinary Shares assuming that all rights in respect of in-the-money options under the Share Schemes are exercised on the basis explained in this Announcement.

5. The Offer Price values Styles & Wood's entire issued and to be issued ordinary share capital at approximately £42.5 million on the basis of the fully diluted share capital of 9,147,898 Styles & Wood Ordinary Shares, assuming that all rights in respect of in-the-money options under the Share Schemes are exercised on the basis explained in this Announcement. Awards and options which vest and are exercised prior to the Scheme Record Time will be satisfied in cash, or by allotment, issue or transfer of Styles & Wood Ordinary Shares prior to the Scheme Record Time and those Styles & Wood Ordinary Shares will be subject to the Scheme.

6. Unless otherwise stated, all prices and closing prices for Styles & Wood Shares are closing middle market quotations derived from the AIM Appendix of the Daily Official List for that day.

7. The "vesting value" pursuant to the Styles & Wood Incentive Plan (referred to in paragraph 18 of this Announcement) is calculated as an amount equal to 20 per cent. of the amount by which the Offer Price exceeds £1.25 (up to a maximum of £2.75) multiplied by 7,077,585, being the number of Styles & Wood Ordinary Shares in issue at the time that the Styles & Wood Incentive Plan was approved. The maximum "vesting value" on this basis is £2,123,275.49. The participants in the Styles & Wood Incentive Plan are entitled to this 'vesting value' in the same proportions as their holdings of the Hurdle Shares. Such proportions specified in the table in paragraph 18 have been rounded down to the nearest penny

8. The Hurdle Share Allocated Realisation Pool (as referred to in paragraph 21 of this Announcement) is calculated as an amount equal to:

8.1 20 per cent. of the amount by which the Offer Price exceeds £2.75 (up to £4.25);

8.2 10 per cent. of the amount by which the Offer Price exceeds £4.25,

in each case multiplied 7,077,585, being the number of shares in issue at the time that Hurdle Shares were issued. On this basis, the implied Hurdle Share Allocated Realisation Pool at the Offer Price is £2,406,378.90, being £2,123,275.50 plus £283,103.40. The Hurdle Shareholders' are entitled to the Hurdle Shares Allocated Realisation Pool of £2,406,378.90, pro rata to their holdings of Hurdle Shares, as detailed in table in paragraph 21. Such figures in paragraph 21 have been rounded down to the nearest penny. The rounded figures detailed in paragraph 21 result in an implied Hurdle Share Allocated Realisation Pool of £2,406,378.89. 

Appendix 3

Details of Irrevocable Undertakings

STYLES & WOOD DIRECTORS

As at the date of this Announcement, Matthew Widdall does not hold any Styles & Wood Ordinary Shares.

These irrevocable undertakings will continue to be binding in the event that a higher competing offer is made for Styles & Wood.

These irrevocable undertakings cease to be binding if:

(i) Central Square announces, with the consent of the Panel, and before the Scheme Document (or, if Central Square elects to implement the Offer by way of Takeover Offer, the formal document containing details of the Takeover Offer ("Offer Document")) is published, that it does not intend to proceed with the Offer and no new, revised or replacement Scheme or Takeover Offer is announced by Central Square in accordance with Rule 2.7 of the Code;

(ii) the Scheme Document or Offer Document (as the case may be) has not been posted within 28 days of the issue of the Announcement (or within such longer period as Central Square or the Company, with the consent of the Panel determine) provided that if the Offer was initially being implemented by way of Scheme and Central Square elects to implement the Offer by way of a Takeover Offer, or vice versa, the time period shall be extended to refer to within 28 days of the issue of the press announcement announcing the change in structure (or such other date for the posting of the Offer Document or Scheme Document (as applicable) as the Panel may require;

(iii) the Scheme (or Takeover Offer as applicable) does not become effective, is withdrawn or lapses in accordance with its terms, provided that this shall not apply where the Offer is withdrawn or lapses solely as a result of Central Square exercising its right to implement the Offer by way of a Takeover Offer rather than a Scheme or vice versa;

(iv) the Scheme or Takeover Offer does not become effective on or before the Longstop Date; or

(v) any other offer is made which is declared wholly unconditional or otherwise becomes effective.

OTHER STYLES & WOOD ORDINARY SHAREHOLDERS

These irrevocable undertakings cease to be binding if:

(i) Central Square announces, with the consent of the Panel, and before the Scheme Document (or, if Central Square elects to implement the Offer by way of Takeover Offer, the Offer Document is published), that it does not intend to proceed with the Offer and no new, revised or replacement Scheme or Takeover Offer is announced by Central Square in accordance with Rule 2.7 of the Code;

(ii) the Scheme Document or Offer Document (as the case may be) has not been posted within 28 days of the issue of the Announcement (or within such longer period as Central Square or the Company, with the consent of the Panel determine) provided that if the Offer was initially being implemented by way of Scheme and Central Square elects to implement the Offer by way of a Takeover Offer, or vice versa, the time period shall be extended to refer to within 28 days of the issue of the press announcement announcing the change in structure (or such other date for the posting of the Offer Document or Scheme Document (as applicable) as the Panel may require;

(iii) the Scheme (or Takeover Offer as applicable) does not become effective, is withdrawn or lapses in accordance with its terms, provided that this shall not apply where the Offer is withdrawn or lapses solely as a result of Central Square exercising its right to implement the Offer by way of a Takeover Offer rather than a Scheme or vice versa;

(iv) the Scheme or Takeover Offer does not become effective on or before the Longstop Date;

(v) any third party other than Central Square or any person acting in concert with Central Square announces pursuant to Rule 2.7 of the Code a firm intention to make an offer (however structured) to acquire the whole or a majority of Styles & Wood's issued and to be issued ordinary share capital, other than that already owned by the person making the offer, on terms which represent an improvement of 20 per cent. or greater in the amount or value of the consideration offered under the terms of the Scheme or Takeover Offer (as the case may be) ("Competing Offer") as at the date on which such Competing Offer is announced and Central Square has not, on or before 11.59 p.m. on the tenth day after the date of the announcement of the Competing Offer, announced new, increased or revised terms of the Scheme, or a new, increased or revised Takeover Offer, on terms which exceed the value of the Competing Offer; or

(vi) any other offer is made which is declared wholly unconditional or otherwise becomes effective.

Appendix 4

Financing Arrangements

Appendix 5

Definitions

References to the singular include the plural and vice versa.