TIDMSTY
RNS Number : 6256E
Styles & Wood Group PLC
12 February 2018
RECOMMED CASH OFFER
for
Styles & Wood Group plc
by
Central Square Holdings Limited
Results of Shareholder Meetings
On 21 December 2017, the board of directors of Central Square
Holdings Limited ("Central Square") and the independent directors
of Styles & Wood Group plc ("Styles & Wood") announced that
they had reached agreement on the terms of a recommended offer,
pursuant to which Central Square will acquire the entire issued and
to be issued ordinary share capital of Styles & Wood
("Acquisition") which will be effected by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 ("Scheme").
The directors of Styles & Wood are pleased to announce that
at the Court Meeting and the General Meeting convened in relation
to the proposed Scheme held earlier today all resolutions proposed,
details of which are set out in the notices of each meeting
contained in the scheme document dated 16 January 2018 (the "Scheme
Document"), were passed by the requisite majorities and accordingly
the Scheme was approved.
A summary of the voting results is set out below.
Court Meeting
At the Court Meeting, a majority in number of the Independent
Shareholders present and voting (and entitled to vote), either in
person or by proxy, representing over 75 per cent. in value of the
Scheme Shares held by such Independent Shareholders, on the poll,
voted in favour of the Scheme and, accordingly, the resolution to
approve the Scheme was duly passed on a poll vote. Details of the
votes cast are as follows:
Result No. of Percentage No. of Percentage No. of
of the Independent of Independent Independent of Independent Independent
Court Shares Shares Shareholders Shareholders Shares
Meeting voted voted who voted who voted voted
as a percentage
of issued
ordinary
share
capital
---------- ------------- ---------------- -------------- ---------------- -----------------
FOR 6,034,253 99.96% 28 9.72% 69.44%
---------- ------------- ---------------- -------------- ---------------- -----------------
AGAINST 2,269 0.04% 1 0.35% 0.03%
---------- ------------- ---------------- -------------- ---------------- -----------------
TOTAL 6,036,522 100.00% 29 10.07% 69.46%
---------- ------------- ---------------- -------------- ---------------- -----------------
The total number of Independent Shares in issue at the Voting
Record Time was 8,598,340.
General Meeting
At the General Meeting, the Scheme Resolutions, as set out in
the notice of the General Meeting contained in Part 11 of the
Scheme Document, were duly passed on a poll vote. Details of the
votes cast are as follows:
FOR AGAINST TOTAL WITHHELD*
----------- -------------------- ---------------- ---------- ----------
Resolution No. of % of No. of % of No. of No. of
votes votes votes votes votes votes
----------- ---------- -------- ------- ------- ---------- ----------
1 6,039,594 100.00% 0 0.00% 6,039,594 0
----------- ---------- -------- ------- ------- ---------- ----------
2 6,039,594 100.00% 0 0.00% 6,039,594 0
----------- ---------- -------- ------- ------- ---------- ----------
3 6,039,594 100.00% 0 0.00% 6,039,594 0
----------- ---------- -------- ------- ------- ---------- ----------
4 6,039,594 100.00% 0 0.00% 6,039,594 0
----------- ---------- -------- ------- ------- ---------- ----------
5^ 6,031,963 100.00% 0 0.00% 6,031,963 500
----------- ---------- -------- ------- ------- ---------- ----------
*A withheld vote is not a vote in law and, accordingly, is not
counted in the calculation of the proportion of votes "For" and
"Against" the resolution concerned. Any proxy appointments which
gave discretion to the Chairman have been included in the vote
"For" total.
^ Only the Independent Shareholders were permitted to vote on
Resolution 5, being the Ordinary Resolution to approve the
Management Arrangements.
The total number of Styles & Wood Ordinary Shares in issue
at the Voting Record Time was 8,690,328.
Next Steps and Expected Timetable
Completion of the Acquisition remains conditional on the
satisfaction or waiver of the remaining Conditions set out in the
Scheme Document, including the Court's sanction of the Scheme and
the delivery of a copy of the Court Order to the Registrar of
Companies.
On the basis of the current indicative timetable for the Scheme
and subject to the Court sanction of the Scheme, the Scheme is
expected to become Effective on 8 March 2018 (the "Effective
Date"), the last day of dealings in, and for registration of
transfers of, Styles & Wood Ordinary Shares will be 6 March
2018. At 7.00 a.m. on 9 March 2018, the admission of Styles &
Wood Ordinary Shares to trading on AIM is expected to be
cancelled.
Following 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.
If the Scheme becomes Effective on the Effective Date, it will
be binding on all holders of Styles & Wood Ordinary Shares,
including any holders of Styles & Wood Ordinary Shares who did
not attend or vote at the Court Meeting and/or the General Meeting
to approve the Scheme.
A copy of this announcement and the amended articles of
association of Styles & Wood (as amended by Resolution 1) will
be available for inspection on the website of Styles & Wood at:
http://www.stylesandwood-group.co.uk later today.
The expected timetable of principal events is set out below. All
times shown in this document are London times unless otherwise
stated:
Event Time and/or date
Last day of dealings in, and 6 March 2018
for registration of transfers
of Styles & Wood Ordinary Shares
Dealings in Styles & Wood Ordinary 7.30 a.m. on 8 March
Shares suspended 2018
Scheme Record Time 6.00 p.m. on 8 March
2018
Expected Effective Date of 8 March 2018
the Scheme
Cancellation of admission to 7.00 a.m. on 9 March
trading of Styles & Wood Ordinary 2018
Shares on AIM
Latest date for despatch of 14 days after the
cheques or settlement through Effective Date
CREST in respect of the Cash
Consideration
Long Stop Date, being the latest 21 May 2018
date by which the Scheme must
be implemented
All times shown in this document are London times unless
otherwise stated.
Capitalised terms in this announcement (the "Announcement"),
unless otherwise defined, have the same meanings as set out in the
Scheme Document.
Enquiries:
Styles & Wood Group plc Tel 0161
Tony Lenehan, Chief Executive Officer 926 6000
Philip Lanigan, Group Finance Officer
Shore Capital (Financial Adviser, Tel 020 7408
Nominated Adviser and Broker to 4090
Styles & Wood)
Edward Mansfield / Mark Percy
FTI Consulting (PR Adviser to Styles Tel 020 3727
& Wood) 1000
James Styles / Georgina Goodhew
Numis (Financial Adviser to Central Tel 020 7260
Square) 1000
Stuart Skinner
Kevin Cruickshank
Disclaimer
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.
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.
Further information
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Offer or otherwise. The Offer is
being made solely by means of the Scheme Document which contains
the full terms and Conditions of the Offer, including details of
how to vote at the Court Meeting and the General Meeting. Any
response to the Offer should be made only on the basis of
information contained in the Scheme Document. Scheme Shareholders
are advised to read the formal documentation in relation to the
Offer carefully once received.
This Announcement has been prepared for the purposes of
complying with English law, the AIM Rules for Companies as
published by the London Stock Exchange and the Takeover 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 and regulations of any jurisdiction
outside the United Kingdom.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and publication of this Announcement shall not
give rise to any implication that there has been no change in the
facts set out in this Announcement since such date.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom and the ability of
Scheme Shareholders who are not resident in the United Kingdom to
participate in the Offer may be affected by the laws of such
relevant jurisdictions. Therefore, any persons who are subject to
the laws of any jurisdiction other than the United Kingdom or
Scheme Shareholders who are not resident in the United Kingdom will
need to inform themselves about, and observe, any applicable legal
or regulatory requirements. Any failure to comply with the
applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. Further details in
relation to Overseas Shareholders are contained in the Scheme
Document.
Unless otherwise determined by Central Square or required by the
Takeover Code, the Offer is not being, and will not be, made
available, directly or indirectly, in or into or by the use of the
mails of, or by any other means or instrumentality of interstate or
foreign commerce of, or any facility of a national state or other
securities exchange of, any Restricted Jurisdiction. Accordingly,
copies of this Announcement and all documents relating to the Offer
are not being, and must not be, directly or indirectly, mailed,
transmitted or otherwise forwarded, distributed or sent in, into or
from any Restricted Jurisdiction and persons receiving this
Announcement (including, without limitation, agents, nominees,
custodians and trustees) must not distribute, send or mail it in,
into or from such jurisdiction. Any person (including, without
limitation, any agent, nominee, custodian or trustee) who has a
contractual or legal obligation, or may otherwise intend, to
forward this Announcement and/or the Scheme Document and/or any
other related document to a jurisdiction outside the United Kingdom
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction.
The availability of the Offer to Scheme 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.
The Offer is subject to the applicable requirements of the
Takeover Code, the Panel and the London Stock Exchange.
Publication on websites and availability of hard copies
In accordance with Rule 26.1 of the Code, a copy of this
document will be available free of charge on the Styles & Wood
website at www.stylesandwoodgroup.co.uk by no later than 12 noon
(London time) on the Business Day following the publication of this
document (subject to any applicable restrictions with respect to
persons resident in Restricted Jurisdictions). Save as expressly
referred to in this Announcement, the contents of the websites
referred to in this document nor the contents of any other website
accessible from hyperlinks on such websites are not incorporated
into and do not form part of this document.
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this announcement, free of charge, by
contacting Shore Capital on +44 (0) 20 7408 4090. 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 of the Code,
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.
For persons who receive a copy of this document in electronic
form or via a website notification, a hard copy of this document
will not be sent unless so requested. You may also request that all
future documents, announcements and information to be sent to you
in relation to the Offer should be in hard copy form.
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.
Inside information
The information contained within this announcement is deemed by
Styles & Wood Group Plc to constitute inside information as
stipulated under the Market Abuse Regulation (EU) No.596/2014. Upon
the publication of this announcement via a Regulatory Information
Service, this inside information is now considered to be in the
public domain.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ROMTTMITMBJBBAP
(END) Dow Jones Newswires
February 12, 2018 09:38 ET (14:38 GMT)
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