H & H Group PLC Offer for John Swan & Sons P.L.C. (5005U)

TIDMSWJ

RNS Number : 5005U

H & H Group PLC

30 July 2015

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 THAT JURISDICTION

FOR IMMEDIATE RELEASE

30 July 2015

RECOMMENDED CASH ACQUISITION WITH SHARE ALTERNATIVE (SUBJECT TO SCALE-BACK)

FOR JOHN SWAN & SONS P.L.C.

H&H GROUP PLC

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

Summary

   -- The boards of directors of H&H Group PLC (H&H) and John Swan & Sons P.L.C. (John Swan) are pleased to announce 
      that they have agreed the terms of a recommended Cash Acquisition with a Share Alternative (subject to 
      scale-back) to be made by H&H for the entire issued and to be issued share capital of John Swan. 
   -- IIt is intended that the Transaction will be implemented by means of a Court-sanctioned scheme of arrangement of 
      John Swan under Part 26 of the Companies Act (although H&H reserves the right, subject to the consent of the 
      Panel, SPARK and its Lender, to effect the Transaction by way of a takeover offer). 
   -- Under the terms of the Cash Acquisition, John Swan Shareholders will be entitled to receive: 
   for each John Swan Share        GBP13.50 in cash 
   -- The Cash Consideration values the entire issued and to be issued share capital of John Swan at approximately 
      GBP8.2 million and represents a premium of approximately: 
   -- 107.7 per cent. to the Closing Price of GBP6.50 per John Swan Share, on 17 December 2014 (being the last Business 
      Day prior to the announcement that John Swan had received an approach from H&H in relation to a possible offer by 
      H&H for John Swan); 
   -- 54.3 per cent. to the most recently published audited consolidated net assets of the John Swan Group (as at 30 
      April 2015) of GBP8.75 per John Swan Share equivalent; and 
   -- 20 per cent. to the Closing Price of GBP11.25 per John Swan Share on 29 July 2015 (being the last Business Day 
      prior to the date of this announcement). 
   -- In addition, H&H will make available to John Swan Shareholders (other than certain Overseas Shareholders in 
      Restricted Jurisdictions) a share alternative to the Cash Consideration, subject (for the reasons set out below) 
      to an overall limit on elections to accept such Share Alternative in respect of 217,593 John Swan Shares, on the 
      basis of 0.574 unlisted H&H Shares for each John Swan Share (Share Alternative). John Swan Shareholders may elect 
      to receive the Share Alternative in respect of all or any part of their holding of John Swan Shares. However, in 
      order to ensure that the Share Alternative is implemented without the need for H&H to publish a prospectus, the 
      maximum number of H&H Shares that may be issued under the Share Alternative will be 125,000 H&H Shares which 
      would represent 12 per cent. of the issued share capital of H&H on 29 July 2015, being the last practicable 
      Business Day prior to the date of this announcement. This means that the Share Alternative will be available for 
      a maximum of 217,593 John Swan Shares, which is equivalent to 35.7 per cent. of the issued share capital of John 
      Swan as at 29 July 2015 (being the last practicable Business Day prior to the date of this announcement). If the 
      maximum number of H&H Shares available under the Share Alternative is not sufficient to satisfy all valid 
      elections for the Share Alternative in full, entitlements will be scaled back pro rata and to the extent that, 
      following such scale-back, any John Swan Shareholder who does not receive H&H Shares in respect of all the John 
      Swan Shares which are the subject of his election for the Share Alternative will instead receive the Cash 
      Consideration for the remaining John Swan Shares. John Swan Shareholders who do not elect to receive the Share 
      Alternative will receive Cash Consideration in respect of all of their John Swan Shares.  Fractions of H&H Shares 
      will not be allotted or issued pursuant to the Scheme to John Swan Shareholders and entitlements will instead be 
      rounded down to the nearest whole number of H&H Shares.  No Cash Consideration will be paid for fractional 
      entitlements. 
   -- The John Swan Directors, who have been so advised by N+1 Singer, consider the terms of the Cash Acquisition to be 
      fair and reasonable. In providing its advice to the John Swan Directors, N+1 Singer has taken into account the 
      commercial assessments of the John Swan Directors. Accordingly, the John Swan Directors intend to recommend 
      unanimously that John Swan Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions 
      relating to the Transaction to be proposed at the John Swan General Meeting (or, in the event that the 
      Transaction is implemented by way of a Takeover Offer, accept or procure acceptance of that offer) as each of the 
      John Swan Directors who hold John Swan Shares has irrevocably undertaken to do in respect of his own beneficial 
      holdings totalling 16,248 John Swan Shares (representing approximately 2.7 per cent. of the existing issued 
      ordinary share capital of John Swan at close of business on 29 July 2015 (being the latest practicable date prior 
      to the date of this announcement)). 
   -- The John Swan Directors, who have been so advised by N+1 Singer, offer no opinion on the Share Alternative. John 
      Swan Shareholders are advised to consider, in light of their own investment objectives and having taken 
      independent advice appropriate to their own financial circumstances, whether they wish to elect for the Share 
      Alternative in respect of all or any of their John Swan Shares. 
   -- H&H has received irrevocable undertakings from John Swan Shareholders (other than the John Swan Directors) 
      holding 22.6 per cent. of the existing issued share capital of John Swan to vote in favour of the Scheme at the 
      Court Meeting and the resolutions relating to the Transaction to be proposed at the John Swan General Meeting (or, 
      in the event that the Transaction is implemented by a Takeover Offer, to accept or procure acceptance of that 
      offer). The irrevocable undertakings given by John Swan Shareholders will cease to be binding in the event that: 
      (i) the Scheme lapses or is withdrawn and no new, revised or replacement Scheme or Takeover Offer has been 
      announced, in accordance with Rule 2.7 of the Code, in its place or is announced, in accordance with Rule 2.7 of 
      the Code, at the same time; or (ii) a third party in accordance with the Code, announces a firm intention to make, 
      or makes a general offer (howsoever structured) to acquire the whole or a majority of the issued and to be issued 
      ordinary share capital of the Company on terms which represent (a) in the case of the undertakings given by Peter 
      Allen and Peregrine Moncreiffe, an improvement of no less than 10 per cent. of the value of the cash 
      consideration offered under the Scheme as at the date on which such offer is announced and H&H does not increase 
      the cash consideration offered under the Scheme to an amount which is a higher value of consideration within 
      seven days of the date of the third party's announcement, and (b) in the case of the undertaking given by David 
      Barry, an improvement to the value of the cash consideration offered under the Scheme as at the date on which 
      such offer is announced. 
   -- H&H has, therefore, received irrevocable undertakings in respect of a total of 153,931 John Swan Shares 
      representing, in aggregate, 25.28 per cent. of the existing issued share capital of John Swan. 
   -- H&H Group is based in Carlisle, Cumbria and is an unquoted public company with in excess of 1,100 shareholders 
      and a heritage which can be traced back more than 140 years. H&H operates in four sectors, auctioneering, 
      property advice and sales, insurance and printing with a focus on the agricultural and rural economy.  For the 
      year ended 30 June 2014, the H&H Group generated consolidated turnover of approximately GBP14.39 million. 
   -- John Swan operates livestock auction marts at Newtown St Boswells in the Scottish Borders and Wooler in 
      Northumberland. John Swan was founded as a business in 1856 by John Swan and his two sons, James and Tom, 
      originally out of a mart premises in Earlston. For the year ended 30 April 2015, the John Swan Group generated 
      turnover (including other operating income) of approximately GBP1.90 million. 
   -- The proposed acquisition of John Swan will allow H&H to build on its market position in livestock marketing and 
      overlay its existing land agency/property offering and its insurance offering. There is currently little 
      geographical overlap between the two businesses and the acquisition will therefore allow H&H to grow its business 
      and to provide additional services to existing John Swan customers. 
   -- The Scheme Document, containing further information about the Transaction and notices of the Court Meeting and 
      John Swan General Meeting, together with the Forms of Proxy and Form of Election, will be posted to John Swan 
      Shareholders as soon as reasonably practicable. An expected timetable of principal events will be included in the 
      Scheme Document. 
   -- Commenting on the Transaction, Michael Cowen, Chairman of H&H, said:

"We have been looking for some time at an opportunity to expand our livestock marketing interests. The John Swan business has an excellent geographical fit and will strengthen considerably our position in Scotland. Both companies have a long heritage and benefit from a loyal customer base, which we hope to build on.

We believe there will be synergies between the two businesses that can be built on and we intend to focus on increasing the market share of the John Swan business in Scotland and Northumberland, not just through the auctions but also with farm to farm trading and through the use of new technology.

We will also look to introduce our land agency and insurance businesses, which have a strong rural connection, into John Swan's market area to develop new income streams for the business and provide the same services to John Swan customers that H&H customers have found beneficial.

The key focus in bringing the two businesses together will be to continue to deliver the excellent customer service that both sets of customers have been used to and build on this in the future."

   -- Commenting on the Transaction, Alastair Ritchie, Chairman of John Swan, said:

"We are delighted that H&H has confirmed that it is to proceed with the acquisition of John Swan. Our respective businesses have a long and proud trading history and we strongly believe that the combination of those businesses represents the best available opportunity to promote John Swan's livestock auctioneering business in the medium term for the mutual benefit of customers and employees. The Directors unanimously recommend that John Swan Shareholders vote in favour of the necessary resolutions to implement the acquisition."

This summary should be read in conjunction with, and is subject to, the following announcement and the Appendices. The conditions to, and certain further terms of, the Transaction are set out in Appendix 1 and Appendix 2 to this announcement. The sources and bases for certain information contained in this announcement are set out in Appendix 3 to this announcement. Details of irrevocable undertakings received by H&H are set out in Appendix 4 to this announcement. Certain definitions and terms used in this announcement are set out in Appendix 5 to this announcement.

Enquiries:

For further information contact:

H&H

Brian Richardson 01228 406330

John Swan

Euan Fernie 0131 225 4681

SPARK (Financial adviser to H&H)

Sean Wyndham-Quin 0113 370 8975

N+1 Singer (Rule 3 adviser to John Swan)

Sandy Fraser/Aubrey Powell 020 7496 3000

Further information

This announcement is not a prospectus. It is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation 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 Transaction or otherwise. Subject to the rights of H&H to elect, subject to any required consents of the Panel, SPARK and its Lender, to effect the Transaction by way of an offer, the Transaction will be effected solely through the Scheme, and the Scheme Document will contain the full terms and conditions of the Transaction, including details of how to vote in respect of the Scheme. Any vote in respect of the Scheme or other response or action in respect of the Transaction should be made only on the basis of the information contained in the Scheme Document. John Swan will prepare the Scheme Document to be distributed to John Swan Shareholders. John Swan and H&H urge John Swan Shareholders to read the Scheme Document carefully when it becomes available because it will contain important information relating to the Transaction.

It is expected that the Scheme Document (including notices of the Meetings) together with the relevant Forms of Proxy and Form of Election, will be posted to John Swan Shareholders as soon as is reasonably practicable and, in any event, within 28 days of this announcement, unless otherwise agreed with the Panel.

SPARK, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for H&H and no-one else in connection with the Transaction and this announcement and will not be responsible to anyone other than H&H for providing the protections afforded to clients of SPARK nor for providing advice in relation to the Transaction or the matters referred to in this announcement.

N+1 Singer, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for John Swan and no-one else in connection with the Transaction and this announcement and will not be responsible to anyone other than John Swan for providing the protections afforded to clients of N+1 Singer nor for providing advice in relation to the Transaction or the other matters referred to in this announcement.

Overseas Shareholders

The availability of the Cash Consideration and the Share Alternative and the release, publication or distribution of this announcement or availability of the Transaction in jurisdictions other than the United Kingdom may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of any jurisdiction other than the United Kingdom should, therefore, inform themselves of, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their John Swan Shares with respect to the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement has been prepared for the purposes of complying with UK 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 any jurisdiction outside the United Kingdom.

The Transaction relates to the acquisition of shares of a Scottish public limited company by an English public limited company and is proposed to be effected by means of a scheme of arrangement under Part 26 of the 2006 Act, governed by Scots law. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of, and rules and practices applicable under, the laws of other jurisdictions outside the United Kingdom.

Unless otherwise determined by H&H or required by the Code, and permitted by applicable law and regulation, the Transaction will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction and no person may vote in favour of the Transaction by any such use, means, instrumentality or from within a Restricted Jurisdiction. Accordingly, copies of this announcement and all documents relating to the Transaction are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction, and persons receiving this announcement or any documents relating to the Transaction (including, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any such jurisdictions. If, in future, H&H exercises its right to implement the Transaction by way of the Takeover Offer, the Takeover Offer (unless otherwise permitted by applicable law and regulation) will and may not be made, directly or indirectly, in or into, or by the use of the mails, or by any means of instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national, state or other securities exchange of any Restricted Jurisdiction, and the Takeover Offer will not be capable of acceptance from or within any Restricted Jurisdiction or by any such use, means, instrumentality or facilities.

Notice to US holders of John Swan Shares

The Transaction relates to the acquisition of shares of a Scottish public limited company by an English public limited company and is proposed to be implemented by means of a scheme of arrangement under Scots law and, in particular, the 2006 Act. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Transaction is subject to the disclosure requirements of, and rules and practices applicable in, the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. If, in the future, H&H exercises the right to implement the Transaction by way of the Takeover Offer and determines to extend the Takeover Offer into the United States, the Takeover Offer will be made in compliance with applicable United States laws and regulations. Financial information included in this document has been prepared in accordance with accounting standards applicable in territories outside the United States that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

It may be difficult for US holders of John Swan Shares to enforce their rights and any claim arising out of US federal laws, since H&H and John Swan are each located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of John Swan Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

A Share Alternative (subject to scale-back) will be made available to John Swan Shareholders so that John Swan Shareholders (other than Overseas Shareholders in Restricted Jurisdictions) may elect to receive H&H Shares in respect of all or any of their John Swan Shares, instead of the Cash Consideration to which they would otherwise become entitled upon Completion of the Transaction, subject to the Maximum Share Amount (as defined in Appendix 2).

Forward looking statements

This announcement, including information included or incorporated by reference in this announcement, may contain certain "forward looking statements" regarding the financial position, business strategy or plans for future operations of the H&H Group and the John Swan Group. All statements other than statements of historical fact included in any document may be forward looking statements. Forward looking statements also often use words such as "believe", "expect", "estimate", "intend", "anticipate" and words of a similar meaning.

By their nature, forward looking statements involve risk and uncertainty that could cause actual results to differ materially from those suggested by them. Much of the risk and uncertainty relates to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of this announcement. Each of the H&H Group, the John Swan Group, and each of their respective members, directors, officers or employees, advisers or any person acting on their behalf, expressly disclaims any intention or obligation to revise or update these forward looking statements or other statements contained in this announcement, whether as a result of new information, future events or otherwise, except as required pursuant to applicable law.

Neither the H&H Group nor the John Swan Group, nor any of their respective members, directors, officers or employees, advisers or any person acting on their behalf, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this announcement will actually occur.

No forward looking or other statements have been reviewed by the auditors of the H&H Group or the John Swan Group. All subsequent oral or written forward-looking statements attributable to the H&H Group or the John Swan Group, or any of their respective members, directors, officers, advisers or employees or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above.

No profit forecasts or estimates

Nothing in this announcement is intended, or is to be construed, as a profit forecast or to be interpreted to mean that earnings per H&H Share or John Swan Share for the current or future financial years, or those of the Combined Group, will necessarily match or exceed the historical published earnings per H&H Share or John Swan Share.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 2.10 disclosures

In accordance with Rule 2.10 of the Code, John Swan confirms that as at close of business on 29 July 2015 (being the last Business Day prior to the date of this announcement), it has in issue (excluding shares held in treasury) 609,000 ordinary shares of GBP0.25 each. The International Securities Identification Number (ISIN) of the ordinary shares is GB0008661166.

In accordance with Rule 2.10 of the Code, H&H confirms that as at close of business on 29 July 2015 (being the last Business Day prior to the date of this announcement), it has in issue 1,040,000 ordinary shares of GBP1.00 each.

Information relating to John Swan Shareholders

Please be aware that addresses, electronic addresses and certain information provided by John Swan Shareholders, persons with information rights and other relevant persons for the receipt of communications from John Swan may be provided to H&H during the Offer Period where requested under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.12(c).

Website publication

This announcement and the documents required to be published pursuant to Rule 26.1 of the Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on H&H's and John Swan's websites at www.hhgroupplc.co.uk and www.johnswan.co.uk, respectively, by no later than 12 noon on 31 July 2015. You may request a hard copy of this announcement by contacting the Company Secretary of John Swan during business hours on 0131 225 4681 or by submitting a request in writing to the Company Secretary of John Swan at 6 St Colme Street, Edinburgh EH3 6AD.

FOR IMMEDIATE RELEASE

30 July 2015

RECOMMENDED CASH ACQUISITION WITH SHARE ALTERNATIVE (SUBJECT TO SCALE-BACK)

FOR JOHN SWAN & SONS P.L.C.

H&H GROUP PLC

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

   1.         Introduction

Further to the announcement from John Swan on 18 December 2014 in relation to an approach from H&H, the boards of directors of H&H and John Swan are pleased to announce that they have agreed the terms of a recommended Cash Acquisition with a Share Alternative (subject to scale-back) to be made by H&H for the entire issued and to be issued share capital of John Swan.

It is intended that the Transaction will be implemented by means of a Court-sanctioned scheme of arrangement of John Swan under Part 26 of the Companies Act 2006 (although H&H reserves the right, subject to the consent of the Panel, SPARK and its Lender, to effect the Transaction by way of a Takeover Offer).

   2.         Terms of the Transaction

Cash Acquisition

The Cash Acquisition will be made on the terms and subject to the conditions set out below and in Appendix 1 to this announcement, and to be set out in the Scheme Document. Under the terms of the Cash Acquisition, John Swan Shareholders will be entitled to receive:

   for each John Swan Share         GBP13.50 in cash

The Cash Consideration values the entire issued and to be issued share capital of John Swan at approximately GBP8.2 million and represents a premium of approximately:

-- 107.7 per cent. to the Closing Price of 650 pence per John Swan share on 17 December 2014 (being the last Business Day prior to the announcement that John Swan had received an approach from H&H in relation to a possible offer by H&H for John Swan)

-- 54.3 per cent. to the most recently published audited consolidated net assets of the John Swan Group (as at 30 April 2015) of GBP8.75 per John Swan Share equivalent; and

-- 20 per cent. to the Closing Price of GBP11.25 per John Swan Share on 29 July 2015 (being the last Business Day prior to the date of this announcement);

Share Alternative

In addition, H&H will make available to John Swan Shareholders (other than certain Overseas Shareholders in Restricted Jurisdictions and subject (for the reasons set out below) to an overall limit on elections to accept such Share Alternative in respect of 217,593 John Swan Shares) the Share Alternative as set out below and subject to the terms and conditions set out in Appendix 1 and Appendix 2.

Under the Share Alternative, eligible John Swan Shareholders may elect, in respect of all or any part of their holdings of John Swan Shares, to receive unlisted H&H Shares instead of the Cash Consideration due to them under the terms of the Cash Acquisition on the following basis:

   for each John Swan Share                  0.574 H&H Shares

The H&H Shares will be issued by H&H in certificated form, credited as fully paid. The rights of the H&H Shares are governed by the H&H articles of association. No application has been or will be made for the H&H Shares to be admitted to listing or trading on any stock exchange. H&H has no shares admitted to listing or trading on any stock exchange and it is not intended that any application for such an admission will be made.

In order to ensure that the Share Alternative is implemented without the need for H&H to publish a prospectus, a maximum of 125,000 H&H Shares, which would represent 12 per cent. of the issued share capital of H&H on 29 July 2015, being the last practicable Business Day prior to the date of this announcement, are available to John Swan Shareholders under the Share Alternative. This means that the Share Alternative is available in respect of a maximum of 217,593 John Swan Shares, representing 35.7 per cent. of the issued share capital of John Swan on 29 July 2015, being the last Business Day prior to the date of this announcement.

If the maximum number of H&H Shares available under the Share Alternative is not sufficient to satisfy all valid elections for the Share Alternative in full, entitlements will be scaled back pro rata and to the extent that, following such scale-back, any John Swan Shareholder who does not receive H&H Shares in respect of all the John Swan Shares which are the subject of his election for the Share Alternative will (in addition to receiving his pro rata share of the H&H Shares) receive the Cash Consideration for the remaining John Swan Shares. As a result, John Swan Shareholders who elect to participate in the Share Alternative will not know the exact number of H&H Shares or the amount of cash (if any) that they will receive until settlement of the consideration due to them in respect of the Transaction.

Fractions of H&H Shares will not be allotted or issued pursuant to the Share Alternative to John Swan Shareholders and entitlements will instead be rounded down to the nearest whole number of H&H Shares. John Swan Shareholders who do not elect to receive the Share Alternative will receive Cash Consideration in respect of all of their John Swan Shares.

Armstrong Watson has provided an independent estimate to the H&H Directors of the value of the H&H Shares. Armstrong Watson has advised that it estimates that the value of an H&H share is approximately GBP23.50. The assumptions upon which this estimate of value is based will be set out in Armstrong Watson's valuation letter to the H&H Directors, a copy of which will be included in the Scheme Document.

Further details of the terms of the Share Alternative and the rights attaching to the H&H Shares are set out in paragraph 9 and Appendix 2 to this announcement.

   3.         Information relating to H&H

The H&H Group is based in Carlisle, Cumbria and is an unquoted public company with in excess of 1,100 shareholders, many of whom are also customers of the business. It has a heritage in livestock auctioneering stretching back over 140 years and its business now operates in four sectors, auctioneering, property advice & sales, insurance and printing with a focus on the agricultural and rural community.

The business operates across the North of England and Southern Scotland and employs 275 staff across its operations. H&H Group has expanded all its businesses in recent years, both through organic growth and strategic acquisitions. The 2013/14 results for the H&H Group showed pre-tax profits of GBP1.297 million (2012/13 GBP1.015 million) on turnover of GBP14.39 million (2012/13 GBP14.348 million). Net assets were GBP16.369 million (2012/13 GBP16.053 million. A dividend of 35p per share was paid in the 2013/14 financial year (2012/13 33p per share).

H&H Share Trading

H&H Shares are traded via quarterly auctions, currently held at its headquarters at Carlisle. H&H Shares are sold in lots of 50 shares and are traded in a traditional live auction ring with payment due immediately after the sale. All sales are advertised in advance via the local and specialist press as well as through H&H's website. H&H maintains its own share register.

If the acquisition of John Swan is successful and if, as a result of the transaction, H&H has a significant number of shareholders within the existing John Swan trading area, it may consider holding some share auctions at the John Swan auction sites at Newtown St Boswells and Wooler.

   4.         Information relating to John Swan

John Swan operates livestock centres at Newtown St Boswells in the Scottish Borders and Wooler in Northumberland. John Swan was founded as a business in 1856 by John Swan and his two sons James and Tom, originally out of a mart premises in Earlston. John Swan opened its Southern Central Mart in Newtown St Boswells in 1871. During the late 1800's and early 1900's John Swan continued to open and operate marts in East Lothian, Fife, Perth and Edinburgh. In 1937 A. Davidson who owned the "northern mart" in Newtown St Boswells amalgamated with John Swan to leave one auction mart within the town on the current mart site. As the business developed in the 1990's the smaller marts were closed and the business concentrated on key marts at Newtown St Boswells and Edinburgh. In 1999 the business initially leased Wooler Mart in Northumberland and then bought the freehold interest in the mart in 2002. The Edinburgh Mart closed in 2001 as a casualty of foot and mouth and as a result of a rationalisation of the national breeding herd and stock, as John Swan sought efficiencies from a closer proximity to key stock rearing areas. Today the business trades out of Newtown St Boswells and Wooler. For the year ended 30 April 2015, the John Swan Group generated turnover (including other operating income) of approximately GBP1.90 million and recorded a pre-tax profit of GBP122,000. Consolidated net assets at 30 April 2015 were GBP5.33 million.

   5.         Background to and reasons for the Transaction

John Swan and H&H both have a long heritage in livestock auctioneering. The H&H Directors believe the addition of an existing strong auctioneering base in the Scottish Borders (St Boswells) and Northumberland (Wooler) will build on H&H's existing market position for livestock marketing, with little geographical overlap. H&H has identified synergies and cost savings between the two businesses that will strengthen the existing John Swan auctioneering business and allow it to develop its market share in the area.

Furthermore, H&H will overlay its existing land agency/property offering (H&H Land and Property) and Insurance offering (H&H Insurance Brokers) into the area providing significant opportunity for both these businesses to develop and also providing additional services to existing John Swan customers.

H&H recognises the strong local heritage of John Swan and intends sympathetically to build on this to deliver an enhanced and focused service to existing customers and to connect to the considerable number of potential customers who have either stopped using, or have never used, the services of John Swan.

John Swan's trading business primarily consists of the operation of livestock marts at Newtown St Boswells and at Wooler, turning over approximately GBP2.0 million annually during each of the last five financial years. Although itself posting a profit more often than not, profits of the trading subsidiary, John Swan Limited, have consistently failed to match the overheads incurred at the parent company level, this despite extremely careful management of the parent company's costs. As a result, John Swan has in recent years relied upon a combination of accumulated cash reserves and the sale of surplus assets in order to continue to meet its running costs as a publicly traded company and to pay modest cash dividends (5p per share in each of the last four financial years). Furthermore, the John Swan Directors recognise that, as a subscale operator within a consolidating market, John Swan is vulnerable to adverse changes in its trading performance as a result of external events, such as outbreaks of infectious disease and fluctuations in livestock prices, which H&H as a larger operator

is better placed to withstand.

H&H represents an excellent strategic fit for John Swan. As a larger competitor, it is a long term investor in the auctioneering sector and the John Swan Directors believe that it is well placed to extract more value from the mart business than John Swan is capable of doing alone, including cross-selling to John Swan's customers the wider range of services offered by the H&H Group. Its track record of delivering consistent profitability demonstrates that H&H is capable of delivering positive shareholder returns from the auctioneering business. As a result, the John Swan Board is confident that a sale to H&H provides the best chance of securing the continuation of John Swan's livestock auctioneering business in the medium term. This is an important consideration, not just in abstract terms, but because many of John Swan's loyal customers within the Scottish Borders and Northumberland farming communities are also shareholders in the Company.

Nonetheless, in entering into discussions with H&H, the John Swan Directors have been conscious of the embedded value within the Company's property portfolio, including its non-operating property assets. The persistent mismatch between the John Swan share price and the John Swan Board's perception of embedded value prompted the John Swan Directors to instruct Savills to undertake a professional land valuation in 2013. Savills' report estimated the fair value of the Company's property assets, both operating and non-operating, at GBP3.8 million (equivalent to 624 pence per John Swan Share). In October 2014, John Swan completed the sale of a parcel of surplus land at Chesser Field, Edinburgh for GBP550,000 against a book value of GBP50,000 and Savills' estimate of fair value in April 2013 of GBP150,000, further evidencing the intrinsic value within the Company's property portfolio.

John Swan's audited consolidated net assets (both fixed and current) at 30 April 2015 were GBP5.33 million, representing 875p per John Swan Share. There is some prospect of further substantial uplift in the value of John Swan's property assets, both operating and non-operating, in the future. However, the John Swan Directors believe that prospect to be uncertain at present and it is in any event contingent upon variables over which the John Swan Directors have no control, in particular the appetite of developers to acquire parcels of speculative development land without planning consent, the attitude of local planning authorities towards consenting to the development of such land, and fluctuations in the wider residential and commercial property markets. Nor does John Swan have the cash resources at its disposal to take proactive measures to diminish the impact of these variables. By contrast, the Cash Consideration represents a premium of 54.3 per cent. in cash to the latest published audited net asset value of the Company.

   6.         Financing of the Transaction

The Cash Consideration payable by H&H under the terms of the Transaction will be provided by H&H from two secured term loan facilities with an aggregate value of GBP8,221,000 (Facilities) to be made available by the Lender pursuant to the terms of a loan agreement dated 24 July 2015 between the Lender, H&H and certain subsidiaries of H&H.

SPARK, as financial adviser to H&H, is satisfied that sufficient resources are available to H&H to satisfy in full the cash consideration payable to John Swan Shareholders under the terms of the Transaction.

   7.         Recommendation of the Cash Acquisition

The John Swan Directors, who have been so advised by N+1 Singer, consider the terms of the Cash Acquisition to be fair and reasonable. In providing advice to the John Swan Directors, N+1 Singer has taken into account the commercial assessments of the John Swan Directors.

Accordingly, the John Swan Directors intend unanimously to recommend that John Swan Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Transaction to be proposed at the John Swan General Meeting (or, in the event that the Transaction is implemented by the Takeover Offer, accept or procure acceptance of that offer) as each of the John Swan Directors who holds John Swan Shares has irrevocably undertaken to do in respect of his own beneficial holdings totalling 16,248 John Swan Shares (representing approximately 2.7 per cent. of the existing issued ordinary share capital of John Swan at close of business on 29 July 2015 (being the latest practicable date prior to the date of this announcement)).

Further details of these irrevocable undertakings are set out in paragraph 10 and Appendix 4 to this announcement.

The John Swan Directors, who have been so advised by N+1 Singer, offer no opinion on the Share Alternative element of the Scheme. John Swan Shareholders are advised to consider, in light of their own investment objectives and having taken independent advice appropriate to their own financial circumstances, whether they wish to elect for the Share Alternative. The attention of John Swan Shareholders who may be considering electing for the Share Alternative is drawn to certain factors and other investment considerations relevant to such an election. These are set out under "Factors to be considered in relation to the Share Alternative" below.

   8.         Background to and reasons for the recommendation of the Cash Acquisition

The John Swan Directors have evaluated the offer by H&H on behalf of the John Swan Shareholders as a whole. In deciding to recommend the Cash Acquisition to the John Swan Shareholders, the John Swan Directors have taken into account a range of factors, including those outlined below.

The John Swan mart business has struggled to generate a consistent profit in recent years, with income driven largely from trade commissions and therefore fluctuating according to movements in livestock prices. The acquisition of John Swan by H&H represents an excellent strategic fit for John Swan and, as a larger competitor to the Company, H&H is a long term investor in the auctioneering sector and is largely focused on the agricultural and rural economy. The John Swan Directors believe that H&H is well placed to extract greater value from the mart business and its track record of delivering consistent profitability demonstrates that it is capable of producing positive shareholder returns from an auctioneering business. Combining the two businesses should provide a streamlined, more efficient business.

While there are numerous factors affecting any company's share price, a key point for John Swan is the lack of demand for John Swan Shares and, therefore, a lack of liquidity in the trading of John Swan Shares. For example, in the six months ended 30 June 2015 John Swan Shares have only traded 18 times, amounting to an aggregate traded value of approximately GBP156,967 and an average trading volume of 107 John Swan Shares per day, equivalent to 0.02 per cent. of the Company's issued share capital and an average trade value of GBP1,276 per day. It is the opinion of the John Swan Directors that, partly as a result of this lack of liquidity, John Swan's market capitalisation had, before the commencement of the Offer Period, become disassociated from the underlying value of the John Swan Group's assets.

The John Swan Directors also highlight the following:

-- the ongoing costs (both financial and in terms of senior management and administrative time) of the John Swan Shares being admitted to trading on AIM outweigh the benefits to the Company - the proposed acquisition is expected to deliver immediate overhead savings for the combined entity;

-- a lower level of public scrutiny will enable the Company to avoid the increasingly onerous disclosure requirements attaching to quoted company status and the pressure which a publicly traded company inherently faces in focusing on short term performance, rather than long term growth; and

-- the Company's continued admission to trading on AIM has in recent years served no useful function in terms of access to capital.

Taking all of the above factors into account, together with the additional factors highlighted under "Background to and reasons for the Transaction" above, the John Swan Directors have concluded that the Cash Acquisition strikes a fair balance between the potential for further uplift in the value of the John Swan property portfolio in the medium term; the opportunity to drive synergies from John Swan's livestock auctioneering business which will accrue uniquely to H&H because of the profile of the existing H&H Group; and the risks attendant in continuing to operate a subscale livestock auctioneering business as a standalone entity when in recent years the contribution from that business has consistently failed to match the publicly traded parent company overhead.

   9.         Factors to be considered in relation to the Share Alternative

The Share Alternative is not, and will not be, the subject of a recommendation or other statement (whether as to its fairness and reasonableness or otherwise) by the John Swan Directors or N+1 Singer. John Swan Shareholders should, therefore, carefully consider, in light of their own investment objectives and having taken independent advice appropriate to their own financial circumstances, whether they wish to elect for the Share Alternative in respect of all or any part of their holding of John Swan Shares. The attention of John Swan Shareholders who may be considering electing for the Share Alternative is drawn to certain factors and other investment considerations relevant to such an election, as follows:

-- H&H is an unlisted company whose shares are traded either by private bargain directly between buyer and seller or by regular quarterly public auction at H&H's livestock mart facilities (currently at its Borderway Mart in Carlisle). There is no dealing facility in H&H Shares on any recognised investment exchange;

-- The availability of H&H Shares under the Share Alternative to persons not resident in the United Kingdom may be affected by the laws of a Restricted Jurisdiction;

-- H&H has no plans to seek a listing or public quotation of the H&H Shares on any recognised investment exchange or other market following the implementation of the Scheme;

-- At the valuation of GBP23.50 ascribed to an H&H Share by Armstrong Watson, the imputed valuation of the Share Alternative is GBP13.49 per John Swan Share. However, whilst H&H publishes data on the number of shares traded and the average price of trades under its regular quarterly auctions, H&H Shares may be difficult to sell and the price per share realised upon sale may be materially different from the valuation imputed to H&H Shares under the Share Alternative or Armstrong Watson's valuation;

-- H&H provides information to its shareholders and third parties on its website, including copies of its annual reports and accounts and its interim financial statements. However, it is not subject to the specific disclosure of information and corporate governance requirements that John Swan is subject to, as a company whose shares are traded on AIM;

-- H&H has paid regular dividends during the last five years. During its last reported financial year ended 30 June 2014, H&H paid total dividends amounting to 35p per H&H Share, equivalent on a see-through basis to 20.1p per John Swan Share under the terms of the Share Alternative, and representing a premium of 302 per cent. to the total dividends of 5p per John Swan Share paid to John Swan Shareholders in respect of the financial year ended 30 April 2014 and a pro forma dividend yield of approximately 1.5 per cent. at the imputed valuation of the Share Alternative. Nonetheless there can be no assurance as to the quantum of dividends, if any, payable by H&H in respect of future financial periods;

-- Additional shares may be issued by H&H in the future on a non-pre-emptive basis and/or additional options over H&H Shares may be granted to the management and/or employees of H&H which will have the effect of diluting the interests held in H&H by then existing H&H shareholders (including former John Swan Shareholders);

The value of H&H shares may fluctuate in the future according to the trading performance of the Enlarged Group, which is exposed to a broader range of risks and opportunities than that currently facing John Swan

   10.        Irrevocable undertakings

H&H has received irrevocable undertakings from each of those John Swan Directors who hold John Swan Shares to vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Transaction to be proposed at the John Swan General Meeting (or, in the event that the Transaction is implemented by the Takeover Offer, to accept or procure acceptance of that offer) in respect of the John Swan Shares beneficially owned by that John Swan Director. Such John Swan Shares amount to, in aggregate, 16,248 John Swan Shares, representing approximately 2.7 per cent. of John Swan's existing issued share capital as at close of business on 29 July 2015 (being the latest practicable date prior to the date of this announcement).

Irrevocable undertakings have also been received from each of Peter Allen, David Barry, and Peregrine Moncreiffe to vote, or procure the vote, in favour of the Scheme at the Court Meeting and the resolutions relating to the Transaction to be proposed at the John Swan General Meeting (or, in the event that the Transaction is implemented by the Takeover Offer, to accept or procure acceptance of that offer) in respect of the John Swan Shares beneficially owned by them. Such John Swan Shares amount to, in aggregate, 137,683 John Swan Shares, representing approximately 22.6 per cent. of John Swan's existing issued share capital as at close of business on 29 July 2015 (being the latest practicable date prior to the date of this announcement). Further details of these irrevocable undertakings (including the circumstances in which they will cease to be binding) are set out in Appendix 4.

In total, therefore, H&H has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Transaction to be proposed at the John Swan General Meeting (or, in the event that the Transaction is implemented by the Takeover Offer, to accept or procure acceptance of that offer) in respect of aggregate holdings of 153,931 John Swan Shares, representing approximately 25.3 per cent. of John Swan's existing issued share capital as at close of business on 29 July 2015 (being the latest practicable date prior to the date of this announcement).

Further details of these irrevocable undertakings are set out in Appendix 4 to this announcement.

   11.        Management, employees and locations

The H&H Directors value the skills, knowledge and expertise of the John Swan workforce. H&H already has an existing auction mart business based at Carlisle and following the acquisition, will carry out a detailed review of the business to see how best to integrate systems and provide potential cost savings to the enlarged business whilst at the same time, maintaining and improving the service to customers. H&H has given the John Swan Directors assurances that the employment rights of all John Swan Group employees will be fully safeguarded. Steven Wilson, managing director of John Swan's livestock auctioneering business, will undertake a senior management role within H&H focused on the John Swan business and the development of services to its customers.

The H&H Directors have no current intention to change John Swan's strategic direction, or the location of John Swan's operations, to redeploy any of John Swan's fixed assets, or to effect a material change to the operations of the business or in any conditions of employment.

Following the Transaction becoming effective, Alastair Ritchie, James Allen, George Forbes and Jack Clark will resign as non-executive directors of John Swan without any claim for compensation or for payment in respect of any contractual or other notice period. Alexander Cadell will remain in his current role and will work with H&H Group to develop the commercial property assets of John Swan from his existing base in Edinburgh.

Save as referred to in paragraph 14 below, the H&H Directors have no intention of making any changes to the current John Swan pension arrangements in the next 12 months. Following consultation with the Pension Scheme Trustees, the H&H Directors do not expect the Transaction to require any amendments to be made to John Swan's on-going contributions towards the current pension scheme deficit. The next scheduled triennial actuarial valuation of the pension scheme assets and liabilities is due to be carried out as at 1 May 2016 and this may result in a change to the rate of pension contribution which John Swan is required to make towards the pension scheme deficit thereafter.

In addition to the reduction in costs associated with the John Swan Board changes referred to above, it is expected that certain other overheads associated with the John Swan Shares being admitted to trading on AIM will be eliminated.

   12.        Management incentive arrangements

Following completion of the Transaction, the H&H Directors intend to establish management incentive arrangements with the objective of aligning management and shareholder objectives, so as to enhance the performance of the Enlarged Group. Any such bonus or incentive schemes will be consistent with the existing schemes offered to H&H staff. No discussions have taken place at the date of this announcement, and no decisions have been made, as to the exact form and structure of these arrangements.

   13.        John Swan share option arrangements

As part of its overall remuneration planning, John Swan had previously made commitments to grant share options to its two key executives, Alexander Cadell and Steven Wilson. John Swan was, however, prevented from making these grants as a result of close period restrictions under the AIM Rules. With a view to honouring the previously made commitments (and with the consent of both H&H and the Panel), the Company has, through the John Swan Employee Benefit Trust (EBT) established in 2014 by the Company, recently granted Messrs Cadell and Wilson fully taxable unapproved share options in respect of, in aggregate, 9,000 John Swan Shares with an exercise price of GBP2.336 per John Swan Share. These share options will, in the ordinary course, vest in full on the first anniversary of grant but this vesting will be accelerated on a change of control and so, in the context of the Transaction, will vest and become immediately exercisable on the date on which the Court sanctions the Scheme. Any exercise of the share options will be satisfied using existing John Swan Shares currently held in the EBT and so no new John Swan Shares will be issued as part of this arrangement.

   14.        Offer-related arrangements

Confidentiality agreement

H&H and John Swan have entered into a confidentiality agreement dated 5 September 2012 (as amended on 29 July 2015) pursuant to which H&H has undertaken to keep confidential information relating to John Swan and not to disclose it to third parties (other than to permitted disclosees) unless required by law or regulation. The confidentiality agreement also includes other customary obligations on H&H, including the non-solicitation of certain senior management of the John Swan Group and certain standstill obligations, each subject to customary carve-outs. Unless terminated earlier in accordance with the terms of the confidentiality agreement, the confidentiality obligations will remain in force for 5 years from the date of the agreement.

Pension scheme agreement and guarantee

John Swan Limited (the operating subsidiary of John Swan) is the principal employer of the Pension Scheme, which is a closed, defined benefit scheme. John Swan Limited granted a floating charge in 2012 over its assets in favour of the Pension Scheme. Conditional upon the Transaction becoming Effective, the Pension Scheme Trustees have agreed to release the floating charge and replace it with a guarantee provided by H&H.

H&H, John Swan Limited and the Pension Scheme Trustees have entered into an agreement and guarantee (Pension Agreement), conditional upon the Transaction becoming Effective, under which the floating charge will be released and the guarantee will become effective, to record the terms on which the guarantee may be called upon by the Pension Scheme Trustees and to set out ongoing requirements for H&H and John Swan Limited to provide information to the Pension Scheme Trustees.

   15.        Scheme process

It is intended that the Transaction shall be effected by means of a Court-sanctioned scheme of arrangement between John Swan and the Scheme Shareholders under Part 26 of the 2006 Act.

The purpose of the Scheme is to provide for H&H to become the holder of the entire issued and to be issued share capital of John Swan. The Scheme will involve an application by John Swan to the Court to sanction the Scheme. To become effective, the Scheme requires, among other things, the approval of a majority in number representing not less than 75 per cent. in value of the John Swan Shares held by those John Swan Shareholders present and voting in person or by proxy at the Court Meeting, which is convened by order of the Court, and the passing of the resolutions necessary to implement the Transaction at the John Swan General Meeting, requiring the approval of John Swan Shareholders representing at least 75 per cent. of the votes cast at the John Swan General Meeting. The John Swan General Meeting will be held immediately after the Court Meeting. After the Meetings, the Scheme must also be sanctioned by the Court.

The Conditions in paragraph 1 of Part A of Appendix 1 to this announcement provide that the Scheme will lapse if:

-- the Meetings are not held by the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date as may, with the consent of the Court, be agreed between H&H and John Swan); and

   --              the Scheme has not become effective by 11.59 p.m. on the Long Stop Date.

If any Condition in paragraph 1 of Part A of Appendix 1 to this announcement is not capable of being satisfied by the date specified therein, H&H shall make an announcement through a Regulatory Information Service as soon as practicable and, in any event, by not later than 8.00 a.m. on the Business Day following the date so specified, stating whether H&H has invoked that Condition, (where applicable) waived that Condition or, with the agreement of John Swan, specified a new date by which that Condition must be satisfied.

Once the necessary approvals from John Swan Shareholders have been obtained at the Meetings and the other Conditions have been satisfied or (where applicable) waived and the Scheme has been approved by the Court, the Scheme will become effective upon delivery of the Court Order to (and, if ordered by the Court, its registration by) the Registrar of Companies. Subject to the satisfaction or (where applicable) waiver of the Conditions, the Scheme is expected to become effective in late September 2015.

Upon the Scheme becoming Effective, it shall be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the John Swan General Meeting (and, if they attended and voted, whether or not they voted in favour). The Cash Consideration and share certificates in relation to the Share Alternative will be despatched by H&H to Scheme Shareholders no later than 14 days after the Effective Date.

Further details of the Scheme, together with notices of the Court Meeting and the John Swan General Meeting, and including an indicative timetable for its implementation, will be set out in the Scheme Document, which will specify the action to be taken by John Swan Shareholders. The Scheme Document is expected to be sent to John Swan Shareholders as soon as reasonably practicable and, in any event, within 28 days of the date of this announcement.

   16.        Delisting and cancellation of trading

On Completion of the Transaction, John Swan will become a wholly-owned subsidiary of H&H. Prior to the Scheme becoming Effective, a request will be made to the London Stock Exchange to cancel trading in the John Swan Shares on AIM immediately following Completion of the Transaction, without seeking the separate approval of the John Swan Shareholders under Rule 41 of the AIM Rules.

Following the AIM Cancellation, John Swan Shares will not be quoted on any publicly traded market in the United Kingdom or elsewhere. Share certificates in respect of John Swan Shares will cease to be valid and should be destroyed upon the Scheme taking effect. In addition, entitlements to John Swan Shares held within CREST will be cancelled upon, or shortly after, the Scheme taking effect.

As soon as possible after Completion of the Transaction, it is intended that John Swan will be re-registered as a private limited company.

Share trading facility in H&H following cancellation

The John Swan Directors are aware that, following Completion of the Transaction, those Shareholders who receive H&H Shares as consideration under the Share Alternative may still wish to acquire further H&H Shares or dispose of their H&H Shares. H&H currently provides a quarterly trading facility to its shareholders, described under paragraph 3 above, further details of which can be obtained from the H&H Company Secretary.

   17.        Further terms of the Transaction

John Swan Shares acquired pursuant to the Transaction will be acquired fully paid and free from all liens, charges, equities, encumbrances, rights of pre-emption and any other interests of any nature whatsoever and together with all rights now or hereafter attaching thereto, including without limitation voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after 30 July 2015.

In so far as a distribution is declared, made, paid or payable by John Swan in respect of the John Swan Shares after 30 July 2015, the price payable under the Transaction in respect of the John Swan Shares will be reduced by the aggregate amount of the distribution that has been declared, made, paid or is payable. To the extent that a distribution that has been declared, made, paid or is payable is or will be transferred or cancelled pursuant to the Transaction on a basis which entitles H&H alone to receive the distribution and to retain it, the price payable under the Transaction in respect of the John Swan Shares will not be subject to change in accordance with this paragraph.

   18.        Overseas Persons

The availability of H&H Shares under the Share Alternative to persons not resident in the United Kingdom may be affected by the laws of a Restricted Jurisdiction. Such persons should inform themselves about and observe any applicable requirements. Further details in relation to overseas persons will be contained in the Scheme Document.

   19.        Interests in John Swan Shares

Save for the irrevocable undertakings referred to in paragraph 10 above, as at the close of business on 29 July 2015, being the latest practicable date prior to the date of this announcement, neither H&H nor any of the H&H Directors nor, so far as H&H or the H&H Directors are aware, any person acting in concert with H&H for the purposes of the Scheme, has an interest in or right to subscribe for, or has any arrangement in relation to, John Swan Shares or securities convertible or exchangeable into John Swan Shares, or has borrowed or lent or has any short position in relation to relevant securities of John Swan, whether such short position is conditional or absolute and whether in the money or otherwise, (including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of the relevant securities). For these purposes, "arrangement" includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to John Swan Shares which may be an inducement to deal or refrain from dealing in such shares.

   20.        Documents

Copies of the following documents will be available on H&H's and John Swan's websites, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at www.hhgroupplc.co.uk and www.johnswan.co.uk, respectively, by no later than noon on 31 July 2015:

   (a)       the irrevocable undertakings referred to in paragraph 10; 
   (b)       the loan agreement referred to in paragraph 6;

(c) the confidentiality agreement (as amended on 29 July 2015) and the Pension Agreement referred to in paragraph 14; and

   (d)       a copy of this announcement.

The content of the websites referred to in this announcement are not incorporated into, and do not form part of, this announcement.

   21.        General

H&H has also reserved the right to elect to implement the Transaction by way of a Takeover Offer, subject to the consent of the Panel, SPARK and its Lender. In such event, the Takeover Offer will be implemented on substantially the same terms as those which would apply to the Scheme (subject to appropriate amendments, including (without limitation), and if agreed with the Panel, the inclusion of 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 H&H may decide).

If the Transaction is effected by way of the Takeover Offer, it is anticipated that the cancellation of trading in John Swan's shares on AIM will take effect no earlier than 20 Business Days following the date on which such Takeover Offer becomes or is declared unconditional in all respects and John Swan will be re-registered as a private limited company, provided H&H has obtained 75 per cent. or more of the voting rights of John Swan. Delisting would significantly reduce the liquidity and marketability of any John Swan Shares not assented to the Takeover Offer at that time.

If the Transaction is effected by way of the Takeover Offer and such offer becomes or is declared unconditional in all respects, and H&H receives acceptances under the offer in respect of, or otherwise acquires, 90 per cent. or more of the shares to which the offer relates, H&H intends to exercise its rights pursuant to sections 974 to 991 of the 2006 Act to acquire compulsorily the remaining John Swan Shares in respect of which such Takeover Offer has not been accepted.

The availability of any such Takeover Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves about, and observe any, applicable requirements.

The Transaction will be on the terms and subject to the conditions set out herein and in Appendix 1 and Appendix 2 to this announcement, and to be set out in the Scheme Document.

Enquiries:

For further information contact:

H&H

Brian Richardson 01228 406330

John Swan

Euan Fernie 0131 225 4681

SPARK (Financial adviser to H&H)

Sean Wyndham-Quin 0113 370 8975

N+1 Singer (Rule 3 adviser to John Swan)

Sandy Fraser/Aubrey Powell 020 7496 3000

Further information

This announcement is not a prospectus. It is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation 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 Transaction or otherwise. Subject to the rights of H&H to elect, subject to any required consents of the Panel, SPARK and its Lender to effect the Transaction by way of an offer, the Transaction will be effected solely through the Scheme Document, which will contain the full terms and conditions of the Transaction, including details of how to vote in respect of the Scheme. Any vote in respect of the Scheme or other response or action in respect of the Transaction should be made only on the basis of the information contained in the Scheme Document. John Swan will prepare the Scheme Document to be distributed to John Swan Shareholders. John Swan and H&H urge John Swan Shareholders to read the Scheme Document carefully when it becomes available because it will contain important information relating to the Transaction.

Overseas Shareholders

The availability of the Cash Consideration and the Share Alternative and the release, publication or distribution of this announcement or availability of the Transaction in jurisdictions other than the United Kingdom may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of any jurisdiction other than the United Kingdom should therefore inform themselves of, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their John Swan Shares with respect to the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Transaction relates to the acquisition of shares of a Scottish public limited company by an English public limited company and is proposed to be effected by means of a scheme of arrangement under Part 26 of the UK Companies Act 2006, governed by Scots law. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of, and rules and practices applicable under, the laws of other jurisdictions outside the United Kingdom.

Unless otherwise determined by H&H or required by the Code, and permitted by applicable law and regulation, the Transaction will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction and no person may vote in favour of the Transaction by any such use, means, instrumentality or from within a Restricted Jurisdiction. Accordingly, copies of this announcement and all documents relating to the Transaction are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction, and persons receiving this announcement or any documents relating to the Transaction (including, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any such Restricted Jurisdictions. If, in future, H&H exercises its right to implement the Transaction by way of the Takeover Offer, the Takeover Offer (unless otherwise permitted by applicable law and regulation) will and may not be made, directly or indirectly, in or into, or by the use of the mails, or by any means of instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national, state or other securities exchange of any Restricted Jurisdiction, and the Takeover Offer will not be capable of acceptance from or within any Restricted Jurisdiction or by any such use, means, instrumentality or facilities.

Notice to US holders of John Swan Shares

It may be difficult for US holders of John Swan Shares to enforce their rights and any claim arising out of the US federal laws, since H&H and John Swan are each located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of John Swan Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

Forward looking statements

By their nature, forward looking statements involve risk and uncertainty that could cause actual results to differ materially from those suggested by them. Much of the risk and uncertainty relates to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of this announcement. Each of the H&H Group, the wider John Swan Group, and each of their respective members, directors, officers or employees, advisers or any person acting on their behalf, expressly disclaims any intention or obligation to revise or update these forward looking statements or other statements contained in this announcement, whether as a result of new information, future events or otherwise, except as required pursuant to applicable law.

No profit forecasts or estimates

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Rule 2.10 disclosures

Information relating to John Swan Shareholders

Please be aware that addresses, electronic addresses and certain information provided by John Swan Shareholders, persons with information rights and other relevant persons for the receipt of communications from the John Swan may be provided to H&H during the offer period where requested under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.12(c).

Website publication

This announcement and the documents required to be published pursuant to Rule 26.1 of the Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on H&H's and John Swan's websites www.hhgroupplc.co.uk and www.johnswan.co.uk by no later than 12 noon on 31 July 2015. You may request a hard copy of this announcement by contacting the Company Secretary of John Swan during business hours on 0131 225 4681 or by submitting a request in writing to the Company Secretary of John Swan at 6 St Colme Street, Edinburgh EH3 6AD.

APPENDIX 1

CONDITIONS AND CERTAIN FURTHER TERMS OF THE TRANSACTION

Part A: CONDITIONS TO THE SCHEME

The Transaction will be conditional upon the Scheme becoming unconditional and becoming effective by no later than the Long Stop Date, or such later date (if any) as H&H and John Swan may (with the consent of the Panel) agree and, if required, the Court may allow.

   (A)        The Scheme will be conditional upon:

(i) the approval of the Scheme by a majority in number representing not less than 75 per cent. in value of John Swan Shareholders who are on the register of members of John Swan at the Voting Record Time, present and voting, whether in person or by proxy, at the Court Meeting and at any separate class meeting which may be required (or any adjournment thereof), and (ii) such Court Meeting (and any adjournment thereof) being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date as may, with the consent of the Court, be agreed between H&H and John Swan);

(ii) the resolutions required to approve and implement the Scheme being duly passed at the John Swan General Meeting (or any adjournment thereof) and (ii) such John Swan General Meeting (and any adjournment thereof) being held on or before the 22nd day after the expected date of the John Swan General Meeting to be set out in the Scheme Document in due course (or such later date as may, with the consent of the Court, be agreed between H&H and John Swan); and

(iii) the sanction of the Scheme by the Court (with or without modification (but subject to such modification being acceptable to H&H and John Swan)) and the delivery of a copy of the Court Order for registration to the Registrar of Companies.

In addition, H&H and John Swan have agreed that, subject to the provisions of Part B below and the requirements of the Panel in accordance with the Code, the Scheme will also be conditional upon, and accordingly the necessary actions to make the Transaction Effective will only be taken on, the satisfaction or, where relevant, waiver of the following Conditions:

(B) all necessary notifications, filings and applications having been made, all regulatory and statutory obligations in any relevant jurisdiction having been complied with, all appropriate waiting and other time periods (including any extensions of such waiting and other time periods) under any applicable legislation or regulations of any relevant jurisdiction having expired, lapsed or been terminated in each case in respect of the Transaction or any aspect of the Transaction or its financing, the acquisition or proposed acquisition of any shares or other securities in, or control of, John Swan by H&H;

(C) no central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee representative body or any other body or person whatsoever in any jurisdiction (each a Third Party) having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and, in each case, not having expressly withdrawn the same), or having required any action to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, decision, order or change to published practice and there not continuing to be outstanding any statute, regulation, decision or order (and, in each case, not having expressly withdrawn the same) which would or might reasonably be expected to:

a. make the Transaction, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, any member of the John Swan Group by any member of the H&H Group void, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise directly or indirectly prevent, prohibit, or materially restrain, restrict, impede, challenge, delay or otherwise interfere with the implementation of, or impose additional material conditions or obligations with respect to, the Transaction or the acquisition of any shares or other securities in, or control or management of, any member of the John Swan Group by any member of the H&H Group or require material amendment of the Scheme;

b. require, prevent or materially delay the divestiture (or alter the terms envisaged for such divestiture) by any member of the H&H Group or by any member of the John Swan Group of all or any part of their respective businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their respective businesses (or any part thereof) or to own, control or manage any of their respective assets or properties (or any part thereof) to an extent which is material in the context of the John Swan Group taken as a whole or the H&H Group taken as a whole or in the context of the Transaction (as the case may be);

c. impose any material limitation on, or result in a material delay in, the ability of any member of the H&H Group directly or indirectly to acquire or hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in John Swan (or any member of the John Swan Group) or on the ability of any member of the John Swan Group or any member of the H&H Group directly or indirectly to hold or exercise effectively any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise management control over, any member of the John Swan Group;

d. other than pursuant to the implementation of the Transaction, require any member of the H&H Group or the John Swan Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the John Swan Group or any asset owned by any third party;

e. require, prevent or materially delay a divestiture by any member of the H&H Group of any shares or other securities (or the equivalent) in any member of the John Swan Group;

f. result in any member of the John Swan Group ceasing to be able to carry on business under any name under which it presently carries on business to an extent which is material in the context of the John Swan Group taken as a whole or in the context of the Transaction;

g. impose any material limitation on the ability of any member of the H&H Group or any member of the John Swan Group to conduct, integrate or co-ordinate all or any part of their respective businesses with all or any part of the business of any other member of the H&H Group and/or the John Swan Group in a manner which is materially adverse to the H&H Group and/or the John Swan Group in either case taken as a whole; or

h. otherwise affect the business, assets, value, profits or operational performance of any member of the John Swan Group or any member of the H&H Group in each case in a manner which is adverse to and material in the context of the John Swan Group taken as a whole or in the context of the Transaction;

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 or take any other step under the laws of any applicable jurisdiction in respect of the Transaction or proposed acquisition of any John Swan Shares or otherwise intervene having expired, lapsed, or been terminated;

(D) no undertakings or assurances having been sought from H&H, any member of the H&H Group or any member of the John Swan Group by the Secretary of State or any other third party, except on terms satisfactory to H&H (acting reasonably);

(E) all material notifications, filings or applications which are necessary having been made in connection with the Transaction and all necessary waiting and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all material statutory and regulatory obligations in any relevant jurisdiction having been complied with and all Authorisations which are necessary in any jurisdiction for or in respect of the Transaction or the proposed acquisition of any shares or other securities in, or control of, John Swan by any member of the H&H Group having been obtained in terms and in a form satisfactory to H&H (acting reasonably) from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the John Swan Group or the H&H Group has entered into contractual arrangements and all such Authorisations which are necessary to carry on the business of any member of the John Swan Group in any jurisdiction having been obtained in each case where the consequence of a failure to make such notification or filing or to wait for the expiry, lapse or termination of any such waiting or other time period or to comply with such obligation or obtain such Authorisation would be unlawful in any Relevant Jurisdiction or have a material adverse effect on the John Swan Group or H&H Group (in each case taken as a whole) or the ability of H&H to implement the Scheme and all such Authorisations remaining in full force and effect at the time at which the Scheme becomes otherwise unconditional in all respects and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

(F) no temporary restraining order, preliminary or permanent injunction, preliminary or permanent enjoinment, or other order threatened or issued and being in effect by a court or other Third Party which has the effect of making the Transaction or any acquisition or proposed acquisition of any shares or other securities or control or management of, any member of the John Swan Group by any member of the H&H Group, or the implementation of either of them, void, voidable, illegal and/or enforceable under the laws of any relevant jurisdiction, or otherwise directly or indirectly prohibiting, preventing, restraining, restricting, delaying or otherwise interfering with the consummation or the approval of the Transaction or any matter arising from the proposed acquisition of any shares or other securities in, or control or management of, any member of the John Swan Group by any member of the H&H Group to an extent which is material in the context of the Transaction.

(G) except as Disclosed, there being no provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the John Swan Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject or any event or circumstance which, as a consequence of the Transaction or the proposed acquisition by any member of the H&H Group of any shares or other securities in John Swan or because of a change in the control or management of any member of the John Swan Group or otherwise, would or might reasonably be expected to result in, in each case to an extent which is material in the context of the John Swan Group taken as a whole:

a. any monies borrowed by, or any other indebtedness, actual or contingent of, or any grant available to, any member of the John Swan Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

b. the rights, liabilities, obligations, interests or business of any member of the John Swan Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the John Swan Group in or with any other firm or company or body or person (or any agreement or arrangement relating to any such business or interests) being or likely to become terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken or arising thereunder;

c. any member of the John Swan Group ceasing to be able to carry on business under any name under which it presently carries on business to an extent which is material in the context of the John Swan Group taken as a whole;

d. any assets or interests of, or any asset the use of which is enjoyed by, any member of the John Swan Group 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 or could cease to be available to any member of the John Swan Group otherwise than in the ordinary course of business;

e. 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 member of the John Swan Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen), becoming enforceable;

f. the business, assets, value, financial or trading position, profits or operational performance of any member of the John Swan Group being prejudiced or adversely affected;

g. the creation or acceleration of any liability (actual or contingent) by any member of the John Swan Group other than trade creditors in the ordinary course of business; or

h. any liability of any member of the John Swan Group to make any severance, termination, bonus or other payment to any of its directors or other officers;

(H) except as Disclosed, no member of the John Swan Group having since 30 April 2014:

a. save as between John Swan and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities;

b. 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) other than to John Swan or one of its wholly-owned subsidiaries;

c. save as between John Swan and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, merged with (by statutory merger or otherwise) or demerged from or acquired any body corporate, partnership or business or acquired or disposed of, or, other than in the ordinary course of business, 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, proposed or announced any intention to do so;

d. save as between John Swan and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, made, authorised, proposed or announced an intention to propose any change in its loan capital;

e. save as in the ordinary course of business and as between John Swan and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, issued, authorised or proposed or announced an intention to authorise or propose the issue of, or made any change in or to the terms of, any debentures or incurred or increased any indebtedness or become subject to any contingent liability to an extent which is material in the context of the John Swan Group or in the context of the Transaction;

f. entered into, varied, authorised or proposed entry into or variation of, or announced its intention to enter into or vary, any contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, unusual or onerous nature, or which involves or could reasonably be expected to involve an obligation of a nature or magnitude which is, in any such case, material in the context of the John Swan Group or in the context of the Transaction, or which is or is reasonably likely to be materially restrictive on the business of any member of the John Swan Group to an extent which is or is likely to be material to the John Swan Group taken as a whole or in the context of the Transaction, or which is or is reasonably likely to be materially restrictive on the business of any member of the H&H Group;

g. entered into any licence or other disposal of intellectual property rights of any member of the John Swan Group which is material in the context of the John Swan Group and outside the normal course of business;

h. entered into, varied, authorised or proposed entry into or variation of, or announced its intention to enter into or vary the terms of or made any offer (which remains open for acceptance) to enter into or vary the terms of, any contract, commitment, arrangement or any service agreement with any director or senior executive of the John Swan Group;

i. proposed, provided or modified in any material respect the terms of any share option scheme, incentive scheme, or other benefit relating to the employment or termination of employment of any employee of the John Swan Group;

j. entered into, implemented or effected, or authorised, proposed or announced its intention to implement or effect, any joint venture, asset or profit sharing arrangement, partnership, composition, assignment, reconstruction, amalgamation, commitment, scheme or other transaction or arrangement (other than the Scheme) which is material in the context of the John Swan Group taken as a whole or in the context of the Transaction;

k. 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 of the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;

l. waived, compromised or settled any claim which is material in the context of the John Swan Group taken as a whole;

   m.         made any alteration to its articles of association or other constitutional documents;

n. (other than in respect of an entity which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of any administrator, receiver, manager, administrative receiver, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed, in each case to an extent which is material in the context of the John Swan Group taken as a whole;

o. been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

p. entered into any contract, commitment, agreement or arrangement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this condition;

q. terminated or varied the terms of any agreement or arrangement between any member of the John Swan Group and any other person in a manner which would or might be expected to have a material adverse effect on the financial position of the John Swan Group taken as a whole; or

r. having taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of John Swan Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Code;

   (I)   since 30 April 2014, and except as Disclosed:

a. there having been no adverse change and no circumstance having arisen which would be reasonably expected to result in any adverse change or deterioration in the business, assets, value, financial or trading position, profits or operational performance of any member of the John Swan Group to an extent which is material to the John Swan Group taken as a whole or in the context of the Transaction;

b. no litigation, arbitration proceedings, prosecution or other legal proceedings including, without limitation, with regard to intellectual property rights used by the John Swan Group having been threatened, announced or instituted by or against or remaining outstanding against any member of the John Swan Group or to which any member of the John Swan Group is or may become a party (whether as claimant or defendant or otherwise) and no enquiry, review, investigation or enforcement proceedings by, or complaint or reference to, any Third Party against or in respect of any member of the John Swan Group having been threatened, announced or instituted by or against, or remaining outstanding in respect of, any member of the John Swan Group which, in any such case, might reasonably be expected to have a material adverse effect on the John Swan Group taken as a whole or in the context of the Transaction;

c. no contingent or other liability having arisen, increased or become apparent which might be likely adversely to affect the business, assets, financial or trading position, profits, prospects or operational performance of any member of the John Swan Group to an extent which is material to the John Swan Group taken as a whole or in the context of the Transaction; and

d. no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the John Swan Group, which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which is likely to have a material adverse effect on the John Swan Group taken as a whole or in the context of the Transaction;

   (J)   since 30 April 2014, and except as Disclosed, H&H not having discovered:

a. that any financial, business or other information concerning the John Swan Group publicly announced or disclosed in writing to any member of the H&H Group at any time by or on behalf of any member of the John Swan Group or to any of their advisers is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make that information not materially misleading;

b. that any member of the John Swan Group is subject to any liability, contingent or otherwise, which is not Fairly Disclosed, and which is material in the context of the John Swan Group or in the context of the Transaction; or

c. in relation to any release, emission, accumulation, discharge, disposal or other fact or circumstance which has impaired or is reasonably likely to impair the environment (including property) or harmed or is reasonably likely to harm the health of humans, animals or other living organisms or eco systems, no past or present member of the John Swan Group, in a manner or to an extent which is material in the context of the H&H Group (i) having committed any violation of any applicable laws, statutes, regulations, Authorisations, notices or other requirements of any Third Party; and/or (ii) having incurred any liability (whether actual or contingent) to any Third Party; and/or (iii) being likely to incur any liability (whether actual or contingent), or being required, to make good, remediate, repair, re instate or clean up the environment (including any property);

(K) except as Disclosed, no circumstance having arisen or event having occurred in relation to any intellectual property owned or used by any member of the John Swan Group which would have a material adverse effect on the John Swan Group taken as a whole or is otherwise material in the context of the Transaction, including:

a. any member of the John Swan Group losing its title to any intellectual property material to its business, or any intellectual property owned by the John Swan Group and material to its business being revoked, cancelled or declared invalid;

b. any claim being asserted in writing or threatened in writing by any person challenging the ownership of any member of the John Swan Group to, or the validity or effectiveness of, any of its intellectual property; or

c. any material agreement regarding the use of any intellectual property licensed to or by any member of the John Swan Group being terminated as varied.

Part B: FURTHER TERMS OF THE TRANSACTION

1. Subject to the requirements of the Panel in accordance with the Code, H&H reserves the right to waive, in whole or in part, all or any of the above Conditions, except any Conditions specified in paragraph A of Part A of Appendix 1.

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

3. The Conditions in paragraphs (B) to (J) of Part A above must be fulfilled, determined by H&H to be fulfilled or, if capable of waiver, waived by H&H by 5.00 p.m. on the date immediately preceding the date of the Court Hearing, failing which the Transaction will lapse.

4. The Transaction will lapse if the Scheme does not become effective by 11.59 p.m. on the Long Stop Date.

5. H&H will be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any Condition by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Transaction may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that such Condition may not be capable of fulfilment.

6. The Transaction will lapse and the Scheme will not proceed if, prior to the date of the Court Meeting and the John Swan General Meeting, there is a Phase 2 Reference or if Phase 2 European Commission proceedings are initiated or if, following a referral of the Transaction by the European Commission under Article 9(1) of the European Council Merger Regulation to a competent authority in the United Kingdom, there is a CMA Phase 2 Reference in respect of the Transaction or any matter arising from the Transaction.

7. If any Condition referred to in paragraphs (A) (i) to (iii) of Part A above is not capable of being satisfied by the date specified therein, H&H shall make an announcement through a Regulatory Information Service as soon as practicable and, in any event, by not later than 8.00 a.m. on the Business Day following the date so specified, stating whether H&H has invoked that Condition, (where applicable) waived that Condition or, with the agreement of John Swan, specified a new date by which that Condition must be satisfied.

8. If H&H is required by the Panel to make an offer for John Swan Shares under the provisions of Rule 9 of the Code, H&H may make such alterations to any of the above Conditions as are necessary to comply with the Code or applicable law.

9. H&H reserves the right, subject to the prior consent of the Panel, SPARK and its Lender, to elect to implement the Transaction by way of a takeover offer (as defined in Chapter 3 of Part 28 of the 2006 Act) for the entire issued and to be issued share capital of John Swan as an alternative to the Scheme. In such event, the Transaction will be implemented on the same terms as those which would apply to the Scheme (subject to appropriate amendments including (without limitation), and if agreed with the Panel, (a) the inclusion of an acceptance condition set at 90 per cent. of the shares to which the Transaction relates (or such lesser percentage, being more than 50 per cent. as H&H may decide) and (b) those required by, or deemed appropriate by, H&H under applicable law, so far as applicable).

10. Any John Swan Shares acquired by H&H pursuant to the Transaction will be acquired fully paid and free from all liens, charges, equities, encumbrances, rights of pre-emption and any other interests of any nature whatsoever and together with all rights now or hereafter attaching thereto, including without limitation voting rights and 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 30 July 2015.

11. In so far as a distribution is declared, made, paid or payable by John Swan in respect of the John Swan Shares after 30 July 2015, the price payable under the Transaction in respect of the John Swan Shares will be reduced by the aggregate amount of the distribution that has been declared, made, paid or is payable. To the extent that a distribution that has been declared, made, paid or is payable is or will be transferred or cancelled pursuant to the Transaction on a basis which entitles H&H alone to receive the distribution and to retain it, the price payable under the Transaction in respect of the John Swan Shares will not be subject to change in accordance with this paragraph.

12. The Transaction will be governed by Scots law and be subject to the jurisdiction of the Court and to the Conditions set out above. The Transaction is also subject to the applicable rules and regulations of the FCA, the London Stock Exchange, the Panel and the Code.

13. The availability of the Transaction to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

APPENDIX 2

TERMS AND CONDITIONS OF THE SHARE ALTERNATIVE (SUBJECT TO SCALE-BACK) AND RIGHTS ATTACHING TO THE H&H SHARES

PART A - TERMS AND CONDITIONS OF THE SHARE ALTERNATIVE (SUBJECT TO SCALE-BACK)

A Share Alternative (subject to scale back) will be made available to John Swan Shareholders so that John Swan Shareholders (other than Overseas Shareholders in Restricted Jurisdictions) may elect to receive H&H Shares in respect of all or any of their John Swan Shares, instead of the Cash Consideration to which they would otherwise become entitled upon Completion of the Transaction, subject to the Maximum Share Amount. Subject to any scale-back, as explained below, to the extent that a John Swan Shareholder elects to receive the Share Alternative in respect of all or any of his John Swan Shares, he will receive H&H Shares on the following basis:

   for every John Swan Share                             0.574 H&H Shares

H&H Shares issued pursuant to the Transaction will be issued credited as fully paid and will have the rights set out in H&H's articles of association. Further details of the rights attaching to the H&H Shares are set out in Part B of this Appendix 2.

Fractions of H&H Shares will not be allotted or issued pursuant to the Scheme to John Swan Shareholders and entitlements will instead by rounded down to the nearest whole number of H&H Shares. No Cash Consideration will be paid for fractional entitlements.

The total number of H&H Shares that may be issued under the Scheme (Maximum Share Amount) is 125,000 H&H Shares representing up to 12 per cent. of the issued share capital of H&H immediately following the Scheme becoming effective. The Maximum Share Amount will not be varied as a result of elections under the Share Alternative (subject to scale-back) (but may need to be varied as required to remain under the threshold of EUR5 million in order to ensure that the Share Alternative (subject to scale-back) is implemented without the need for H&H to publish a prospectus). This means that the Share Alternative will be available in respect of a maximum of 217,593 John Swan Shares which is equivalent to 35.7 per cent. of the issued share capital of John Swan as at the close of business on the last Business Day prior to the date of publication of this announcement.

If the Maximum Share Amount is not sufficient to satisfy all valid Share Elections for the Share Alternative in full, entitlements will be scaled back pro rata (in proportion to the number of shares in respect of which valid Share Elections for the Share Alternative are made). To the extent that, following such scale-back, any John Swan Shareholder does not receive H&H Shares in respect of all the John Swan Shares which are the subject of his election for the Share Alternative, he will (in addition to receiving his pro rata share of the H&H Shares) receive the Cash Consideration for the remaining John Swan Shares.

As a result, John Swan Shareholders who elect for the Share Alternative, whether in respect of all or some only of their John Swan Shares, will not know the exact number of H&H Shares or the amount of cash (if any) they will receive until settlement of the consideration due to them in respect of the Transaction.

The Share Alternative will not be available to Overseas Shareholders in Restricted Jurisdictions.

PART B - RIGHTS ATTACHING TO THE H&H SHARES

The H&H Shares to be issued pursuant to the Share Alternative will be ordinary shares of GBP1 each in the capital of H&H. The H&H Shares will be issued free from all liens, charges, encumbrances and other third party rights and/or interests of any nature whatsoever. The H&H Shares will be issued in registered form, may only be held in certificated form and will be issued credited as fully paid.

The H&H Shares confer upon the holders thereof full rights to attend and vote at any general meeting, where every member who is present in person (or by proxy) shall on a show of hands have one vote and every member present in person (or by proxy) shall on a poll have one vote for each share of which he is the holder. The H&H Shares are not redeemable. Each member may transfer all or any of his H&H Shares by instrument of transfer in writing in any usual form or in any form approved by the H&H Directors.

Any dividends or distributions that are made or declared by H&H and/or the H&H Directors shall be declared and paid accordingly to the amounts paid up on the H&H Shares on which the dividend is paid and, subject to the Act, the H&H Directors may declare and pay such interim dividends as appears to the H&H Directors to be justified by the profits of H&H available for distribution.

APPENDIX 3

SOURCES AND BASES OF INFORMATION

Unless otherwise stated in this announcement:

1. the value attributed to the fully diluted share capital of John Swan is based on 609,000 John Swan Shares in issue and not held in treasury as at 29 July 2015, being the last practicable date prior to the publication of this announcement;

2. all prices for John Swan Shares have been derived from and, unless otherwise stated, represent Closing Prices on the relevant date(s);

3. all share prices expressed in pence or pounds Sterling have been rounded to the nearest penny and all percentages have been rounded to one decimal place;

4. unless otherwise stated, the financial information relating to H&H is extracted from the audited consolidated financial statements of H&H for the relevant years, prepared in accordance with IFRS; and

5. unless otherwise stated, the financial information relating to John Swan is extracted from the audited consolidated financial statements of John Swan for the relevant years, prepared in accordance with IFRS.

APPENDIX 4

DETAILS OF IRREVOCABLE UNDERTAKINGS

   1.        John Swan Directors

The following John Swan Directors have given irrevocable undertakings to vote in favour of the resolutions relating to the Scheme at the Court Meeting and the resolutions relating to the Transaction to be proposed at the John Swan General Meeting (or, in the event that the Transaction is implemented by the Takeover Offer, to accept or procure the acceptance of that offer) in respect of the following John Swan Shares:

 
 Name                 Total number      Percentage of 
                      of John Swan    existing issued 
                            Shares      share capital 
 Alastair Ritchie            4,750               0.78 
 James Allen                 2,100               0.34 
 Jack Clark                  8,798               1.44 
 George Forbes                 600               0.10

The irrevocable undertakings also extend to any John Swan Shares which are acquired by the relevant John Swan Director subsequently (including any John Swan Shares acquired by virtue of the exercise of certain options or awards).

   2.        Other John Swan Shareholders

The following John Swan Shareholders have given irrevocable undertakings to vote in favour of the resolutions relating to the Scheme at the Court Meeting and the resolutions relating to the Transaction to be proposed at the John Swan General Meeting (or in the event that the Transaction is implemented by the Takeover Offer, to accept or procure the acceptance of that offer) in respect of the following John Swan Shares:

 
 Name                     Total number      Percentage of 
                          of John Swan    existing issued 
                                Shares      share capital 
 Peter Allen                    19,153               3.14 
 David Barry                    63,210              10.38 
 Peregrine Moncreiffe           55,320               9.08

The irrevocable undertakings also extend to any John Swan Shares which are acquired by the relevant John Swan Shareholder subsequently (including any John Swan Shares acquired by virtue of the exercise of certain options or awards). The irrevocable undertakings given by John Swan Shareholders will cease to be binding in the event that: (i) the Scheme lapses or is withdrawn and no new, revised or replacement Scheme or Takeover Offer has been announced, in accordance with Rule 2.7 of the Code, in its place or is announced, in accordance with Rule 2.7 of the Code, at the same time; or (ii) a third party in accordance with the Code, announces a firm intention to make, or makes a general offer (howsoever structured) to acquire the whole or a majority of the issued and to be issued ordinary share capital of the Company on terms which represent (a) in the case of the undertakings given by Peter Allen and Peregrine Moncreiffe, an improvement of no less than 10 per cent. of the value of the cash consideration offered under the Scheme as at the date on which such offer is announced and H&H does not increase the cash consideration offered under the Scheme to an amount which is a higher value of consideration within seven days of the date of the third party's announcement, and (b) in the case of the undertaking given by David Barry, an improvement to the value of the cash consideration offered under the Scheme as at the date on which such offer is announced.

APPENDIX 5

DEFINITIONS

The following definitions apply throughout this document unless the context otherwise requires:

 
 2006 Act or Act or Companies    the Companies Act 2006, 
  Act                             as amended from time to 
                                  time 
------------------------------  ----------------------------------- 
 AIM                             the market of that name 
                                  operated by the London 
                                  Stock Exchange 
------------------------------  ----------------------------------- 
 AIM Cancellation                the cancellation of the 
                                  admission of the John 
                                  Swan Shares to trading 
                                  on AIM following Completion 
                                  of the Transaction 
------------------------------  ----------------------------------- 
 AIM Rules                       the AIM Rules for Companies 
                                  published by the London 
                                  Stock Exchange from time 
                                  to time (including, without 
                                  limitation, any guidance 
                                  notes or statements of 
                                  practice) which govern 
                                  the rules and responsibilities 
                                  of companies whose shares 
                                  are admitted to trading 
                                  on AIM 
------------------------------  ----------------------------------- 
 Authorisations                  authorisations, orders, 
                                  grants, recognitions, 
                                  confirmations, consents, 
                                  licences, clearances, 
                                  certificates, permissions 
                                  or approvals 
------------------------------  ----------------------------------- 
 Business Day                    a day, other than a Saturday, 
                                  Sunday or public holiday, 
                                  on which banks are open 
                                  for non-automated business 
                                  in the City of London 
------------------------------  ----------------------------------- 
 Cash Acquisition                the proposed acquisition 
                                  by H&H to acquire the 
                                  issued and to be issued 
                                  share capital of John 
                                  Swan for the Cash Consideration 
------------------------------  ----------------------------------- 
 Cash Consideration              the entitlement for John 
                                  Swan Shareholders under 
                                  the terms of the Cash 
                                  Acquisition to receive 
                                  GBP13.50 in cash in consideration 
                                  for each John Swan Share 
------------------------------  ----------------------------------- 
 certificated or certificated    in relation to a share 
  form                            or other security, a share 
                                  or other security title 
                                  to which is recorded in 
                                  the relevant register 
                                  of the share or other 
                                  security as being held 
                                  in certificated form (that 
                                  is, not in CREST) 
------------------------------  ----------------------------------- 
 Closing Price                   the closing middle market 
                                  price of a John Swan Share 
                                  as derived from the Daily 
                                  Official List on any particular 
                                  date 
------------------------------  ----------------------------------- 
 CMA Phase 2 Reference           a reference of the Transaction 
                                  to the chair of the Competition 
                                  and Markets Authority 
                                  for the constitution of 
                                  a group under Schedule 
                                  4 to the Enterprise and 
                                  Regulatory Reform Act 
                                  2013 
------------------------------  ----------------------------------- 
 Code                            the City Code on Takeovers 
                                  and Mergers issued by 
                                  the Panel 
------------------------------  ----------------------------------- 
 Combined Group                  the H&H Group and the 
                                  John Swan Group following 
                                  the Effective Date 
------------------------------  ----------------------------------- 
 Competition and Markets         a UK statutory body established 
  Authority                       under the Enterprise and 
                                  Regulatory Reform Act 
                                  2013 
------------------------------  ----------------------------------- 
 Completion of the Transaction   the Transaction becoming 
                                  Effective 
------------------------------  ----------------------------------- 
 Conditions                      the Conditions to the 
                                  Transaction set out in 
                                  Appendix 1 of this announcement 
------------------------------  ----------------------------------- 
 Court                           the Court of Session, 
                                  Edinburgh 
------------------------------  ----------------------------------- 
 Court Hearing                   the hearing of the Court 
                                  to sanction the Scheme 
------------------------------  ----------------------------------- 
 Court Meeting                   the meeting of John Swan 
                                  Shareholders to be convened 
                                  at the direction of the 
                                  Court under section 896 
                                  of the 2006 Act for the 
                                  purpose of considering 
                                  and, if thought fit, approving 
                                  the Scheme (with or without 
                                  amendment), including 
                                  any adjournment thereof 
------------------------------  ----------------------------------- 
 Court Order                     the order of the Court 
                                  sanctioning the Scheme 
                                  under section 899 of the 
                                  2006 Act 
------------------------------  ----------------------------------- 
 CREST                           the computer based system 
                                  and procedures which enable 
                                  title securities to be 
                                  evidenced and transferred 
                                  without a written instrument, 
                                  administered by Euroclear 
                                  UK & Ireland 
------------------------------  ----------------------------------- 
 Daily Official List             the AIM Appendix to the 
                                  daily official list of 
                                  the London Stock Exchange 
------------------------------  ----------------------------------- 
 Dealing Disclosure              has the same meaning as 
                                  Rule 8 of the Code 
------------------------------  ----------------------------------- 
 Disclosed                       disclosed in any public 
                                  announcement by John Swan 
                                  to a Regulatory Information 
                                  Service prior to 6pm on 
                                  29 July 2015 or as otherwise 
                                  disclosed in writing by 
                                  John Swan to H&H in sufficient 
                                  detail for H&H to understand 
                                  the nature and scope of 
                                  the matters disclosed 
------------------------------  ----------------------------------- 
 Effective                       in the context of the 
                                  Transaction: (i) if the 
                                  Transaction is implemented 
                                  by way of the Scheme, 
                                  the Scheme having become 
                                  effective pursuant to 
                                  its terms; or (ii) if 
                                  the Transaction is implemented 
                                  by way of the Takeover 
                                  Offer, the Takeover Offer 
                                  having been declared or 
                                  having become unconditional 
                                  in all respects in accordance 
                                  with the requirements 
                                  of the Code 
------------------------------  ----------------------------------- 
 Effective Date                  the date on which the 
                                  Transaction becomes Effective 
------------------------------  ----------------------------------- 
 Enlarged Group                  H&H Group as enlarged 
                                  by the acquisition of 
                                  John Swan 
------------------------------  ----------------------------------- 
 Euroclear                       Euroclear UK & Ireland 
                                  Limited 
------------------------------  ----------------------------------- 
 Excluded Shares                 (a) any John Swan Shares 
                                  beneficially owned by 
                                  H&H or any subsidiary 
                                  undertaking of H&H immediately 
                                  prior to the Scheme Record 
                                  Time, (b) the 3,000 John 
                                  Swan Shares held by the 
                                  Company in treasury, and 
                                  (c) any other John Swan 
                                  Shares which H&H and John 
                                  Swan agree in writing 
                                  will not be subject to 
                                  the Scheme 
------------------------------  ----------------------------------- 
 FCA                             Financial Conduct Authority 
                                  or its successor from 
                                  time to time 
------------------------------  ----------------------------------- 
 FCA Handbook                    the FCA's Handbook of 
                                  rules and guidance as 
                                  amended from time to time 
------------------------------  ----------------------------------- 
 Form of Election                the form of election to 
                                  be used by John Swan Shareholders 
                                  wishing to participate 
                                  in the Share Alternative 
------------------------------  ----------------------------------- 
 H&H                             H&H Group PLC a public 
                                  limited company having 
                                  registered number 00036006 
                                  and with registered office 
                                  at Borderway Mart, Rosehill 
                                  Estate, Carlisle, CA1 
                                  2RS 
------------------------------  ----------------------------------- 
 H&H Directors                   the directors of H&H 
------------------------------  ----------------------------------- 
 H&H Group                       H&H and its subsidiary 
                                  undertakings from time 
                                  to time and where the 
                                  context permits, each 
                                  of them 
------------------------------  ----------------------------------- 
 H&H Shares                      ordinary shares of GBP1.00 
                                  each in the capital of 
                                  H&H 
------------------------------  ----------------------------------- 
 IFRS                            international accounting 
                                  standards and international 
                                  financial reporting standards 
                                  and interpretations thereof, 
                                  approved or published 
                                  by the International Accounting 
                                  Standards Board and adopted 
                                  by the European Union 
------------------------------  ----------------------------------- 
 John Swan Board                 the board of John Swan 
                                  Directors 
------------------------------  ----------------------------------- 
 John Swan or Company            John Swan & Sons P.L.C., 
                                  a public limited company 
                                  with registered number 
                                  SC007893 and registered 
                                  address 6 St Colme Street, 
                                  Edinburgh EH3 6AD 
------------------------------  ----------------------------------- 
 John Swan Directors             the directors of John 
                                  Swan 
------------------------------  ----------------------------------- 
 John Swan General Meeting       the general meeting of 
                                  John Swan Shareholders 
                                  to be convened to consider 
                                  and if thought fit pass, 
                                  inter alia, the Special 
                                  Resolution in relation 
                                  to the Scheme including 
                                  any adjournments thereof 
------------------------------  ----------------------------------- 
 John Swan Group                 John Swan and its subsidiary 
                                  undertakings from time 
                                  to time and where the 
                                  context permits, each 
                                  of them 
------------------------------  ----------------------------------- 
 John Swan Shareholder           a holder of John Swan 
                                  Shares 
------------------------------  ----------------------------------- 
 John Swan Shares                ordinary shares of 25 
                                  pence each in the capital 
                                  of John Swan 
------------------------------  ----------------------------------- 
 Lender                          Clydesdale Bank PLC 
------------------------------  ----------------------------------- 
 London Stock Exchange           London Stock Exchange 
                                  plc or its successor 
------------------------------  ----------------------------------- 
 Long Stop Date                  31 December 2015, or such 
                                  later date (if any) as 
                                  may be agreed between 
                                  H&H and John Swan which 
                                  the Panel and, if required, 
                                  the Court may permit 
------------------------------  ----------------------------------- 
 Meetings                        the Court Meeting and 
                                  the John Swan General 
                                  Meeting 
------------------------------  ----------------------------------- 
 N+1 Singer                      N+1 Singer Advisory LLP, 
                                  Rule 3 adviser to John 
                                  Swan 
------------------------------  ----------------------------------- 
 Offer Period                    the offer period (as defined 
                                  by the Code) which commenced 
                                  on 18 December 2014 
------------------------------  ----------------------------------- 
 Opening Position Disclosure     has the same meaning as 
                                  given in Rule 8 of the 
                                  Code 
------------------------------  ----------------------------------- 
 Overseas Shareholders           John Swan Shareholders 
                                  (or nominees, or custodians 
                                  or trustees of John Swan 
                                  Shareholders who are resident 
                                  in, or nationals or citizens 
                                  of jurisdictions outside 
                                  the UK or who are citizens 
                                  or residents of countries 
                                  other than the UK 
------------------------------  ----------------------------------- 
 Panel                           the Panel on Takeovers 
                                  and Mergers 
------------------------------  ----------------------------------- 
 Pension Scheme                  the John Swan Limited 
                                  Retirement Benefits Scheme 
------------------------------  ----------------------------------- 
 Pension Scheme Trustees         the trustees of the Pension 
                                  Scheme 
------------------------------  ----------------------------------- 
 Pounds, GBP, sterling,          the lawful currency of 
  pence or p                      the United Kingdom from 
                                  time to time 
------------------------------  ----------------------------------- 
 Registrar of Companies          the Registrar of Companies 
                                  in Scotland 
------------------------------  ----------------------------------- 
 Regulatory Information          a regulatory information 
  Service                         service as defined in 
                                  the FCA Handbook 
------------------------------  ----------------------------------- 
 relevant securities             John Swan Shares, other 
                                  John Swan share capital 
                                  and any securities convertible 
                                  into or exchangeable for, 
                                  and rights to subscribe 
                                  for, any of the foregoing 
------------------------------  ----------------------------------- 
 Restricted Jurisdiction         any jurisdiction where 
                                  local laws or regulations 
                                  may result in a significant 
                                  risk of civil, regulatory 
                                  or criminal exposure if 
                                  information concerning 
                                  the Transaction is sent 
                                  or made available to John 
                                  Swan Shareholders (or 
                                  other persons with information 
                                  rights) in that jurisdiction 
------------------------------  ----------------------------------- 
 Scheme                          the proposed scheme of 
                                  arrangement under Part 
                                  26 of the 2006 Act between 
                                  John Swan and the Scheme 
                                  Shareholders, with or 
                                  subject to any modification, 
                                  addition or condition 
                                  approved or imposed by 
                                  the Court and agreed by 
                                  John Swan and H&H 
------------------------------  ----------------------------------- 
 Scheme Document                 the document to be sent 
                                  to John Swan Shareholders 
                                  and persons with information 
                                  rights including the particulars 
                                  required by section 897 
                                  of the 2006 Act and containing, 
                                  amongst other things, 
                                  the Scheme and notices 
                                  of the Meetings and proxy 
                                  forms in respect of the 
                                  Meetings 
------------------------------  ----------------------------------- 
 Scheme Shareholders             holders of Scheme Shares 
------------------------------  ----------------------------------- 
 Scheme Shares                   all John Swan Shares: 
                                  (i) in issue at the date 
                                  of the Scheme Document; 
                                  (ii) (if any) issued after 
                                  the date of the Scheme 
                                  Document but before the 
                                  Voting Record Time; and 
                                  (iii) (if any) issued 
                                  at or after the Voting 
                                  Record Time and before 
                                  the Scheme Record Time 
                                  in respect of which the 
                                  original or any subsequent 
                                  holders thereof are, or 
                                  shall have agreed in writing 
                                  to be, bound by the Scheme, 
                                  in each case other than 
                                  the Excluded Shares 
------------------------------  ----------------------------------- 
 Share Alternative               the alternative whereby 
                                  John Swan Shareholders 
                                  (other than Overseas Shareholders 
                                  in Restricted Jurisdictions) 
                                  may elect (subject to 
                                  scale back) to receive 
                                  0.574 unlisted H&H Shares 
                                  in consideration for each 
                                  John Swan Share as an 
                                  alternative to the Cash 
                                  Consideration 
------------------------------  ----------------------------------- 
 Share Election                  the election by a John 
                                  Swan Shareholder to accept 
                                  the Share Alternative 
------------------------------  ----------------------------------- 
 SPARK                           SPARK Advisory Partners 
                                  Limited, financial advisers 
                                  to H&H 
------------------------------  ----------------------------------- 
 Special Resolution              the special resolution 
                                  proposed to be passed 
                                  at the John Swan General 
                                  Meeting in connection 
                                  with, inter alia, implementation 
                                  of the Scheme and certain 
                                  amendments to be made 
                                  to the articles of association 
                                  of John Swan 
------------------------------  ----------------------------------- 
 subsidiary , subsidiary         shall be construed in 
  undertaking and                 accordance with the 2006 
  undertaking                     Act 
------------------------------  ----------------------------------- 
 Takeover Offer                  should the Transaction 
                                  be implemented by way 
                                  of a takeover offer (as 
                                  defined in Chapter 3 of 
                                  Part 28 of the 2006 Act), 
                                  the takeover offer to 
                                  be made by or on behalf 
                                  of H&H to acquire the 
                                  entire issued and to be 
                                  issued ordinary share 
                                  capital of John Swan including, 
                                  where the context so requires, 
                                  any subsequent revision, 
                                  variation, extension or 
                                  renewal thereof 
------------------------------  ----------------------------------- 
 Transaction                     the proposed acquisition 
                                  by H&H of the entire issued, 
                                  and to be issued, share 
                                  capital of John Swan not 
                                  already owned by or on 
                                  behalf of the H&H Group 
                                  by means of the Scheme 
                                  or (should H&H so elect, 
                                  subject to the consent 
                                  of the Panel, SPARK and 
                                  its Lender) by way of 
                                  the Takeover Offer 
------------------------------  ----------------------------------- 
 UK or United Kingdom            the United Kingdom of 
                                  Great Britain and Northern 
                                  Ireland 
------------------------------  ----------------------------------- 
 US Dollars or US$               the lawful currency of 
                                  the United States 
------------------------------  ----------------------------------- 
 US or United States             the United States of America, 
                                  its territories and possessions, 
                                  any state of the United 
                                  States of America and 
                                  the District of Columbia 
------------------------------  ----------------------------------- 
 US Exchange Act                 the United States Securities 
                                  Exchange Act of 1934 and 
                                  the rules and regulations 
                                  promulgated thereunder, 
                                  as amended 
------------------------------  ----------------------------------- 
 Voting Record Time              the date and time specified 
                                  in the Scheme Document 
                                  by reference to which 
                                  entitlement to vote on 
                                  the Scheme at the Court 
                                  Meeting will be determined 
------------------------------  -----------------------------------

All times referred to are London time unless otherwise stated.

This information is provided by RNS

The company news service from the London Stock Exchange

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