TIDMCSG
RNS Number : 9329H
Currie & Brown Holdings Ltd
23 August 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
23 August 2016
RECOMMED CASH OFFER
FOR
SWEETT GROUP PLC ("SWEETT")
BY
CURRIE & BROWN HOLDINGS LIMITED ("CURRIE & BROWN")
SQUEEZE-OUT OF OUTSTANDING SWEETT SHARES
On 9 August 2016 Currie & Brown announced that the
recommended cash offer to acquire the entire issued and to be
issued share capital of Sweett had been declared unconditional in
all respects.
As at 3.00 p.m. on 22 August 2016, the latest practicable date
prior to the making of this announcement, Currie & Brown had
received valid acceptances in respect of 66,192,323 Sweett Shares,
representing 92.71 per cent. in value and 92.71 per cent. in voting
rights of Sweett.
Consequently, Currie & Brown is today implementing the
procedure under Chapter 3 of Part 28 of the Companies Act 2006 to
squeeze out all of the outstanding Sweett Shares which it does not
already hold or has not already acquired, contracted to acquire or
in respect of which it has not already received valid
acceptances.
The Offer for the entire issued and to be issued share capital
of Sweett, as set out in the Offer Document, will remain open for
acceptance until further notice.
Unless otherwise stated, terms used in this announcement have
the same meanings as given to them in the Offer Document.
Enquiries:
Currie & Brown Holdings Limited
Euan McEwan - Group Chief Executive +44 (0) 845 287
Officer 8800
+44 (0) 845 287
Ian Fleming - Group Finance Director 8800
Aileen McEwan - Group Marketing +44 (0) 845 287
and Communications Director 8800
London Bridge Capital Infrastructure Limited
(Currie & Brown's Financial Adviser)
+44 (0) 77 8991
Elliott Mannis 7083
London Bridge Capital Infrastructure Limited, which is
authorised and regulated in the United Kingdom by the FCA, is
acting exclusively for Currie & Brown and no one else in
connection with the Offer and the other matters referred to in this
announcement and the Offer Document and will not be responsible to
anyone other than Currie & Brown for providing the protections
afforded to clients of London Bridge Capital Infrastructure Limited
or for providing advice in connection with the Offer or any matter
or arrangement referred to herein.
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer to
sell or invitation to purchase any securities or the solicitation
of any vote for approval in any jurisdiction, nor shall there be
any sale, issue or transfer of the securities referred to in this
announcement in any jurisdiction in contravention of applicable
law. The Offer is made solely through the Offer Document and the
accompanying Form of Acceptance, which together contain the full
terms and conditions of the Offer, including details of how to
accept the Offer. Any response in relation to the Offer should be
made only on the basis of the information contained in the Offer
Document or any document by which the Offer is made.
Overseas Shareholders
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to the laws of
any jurisdiction other than the United Kingdom should inform
themselves of, and observe, any applicable requirements. Any
failure to comply with the restrictions may constitute a violation
of the securities laws of any such jurisdiction. This announcement
does not constitute an offer or an invitation to purchase or
subscribe for any securities or a solicitation of an offer to buy
any securities pursuant to this announcement or otherwise in any
jurisdiction in which such offer or solicitation is unlawful. This
announcement has been prepared for the purposes of complying with
the laws of England and Wales, the AIM Rules 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 England and Wales.
Unless otherwise determined by Currie & Brown or required by
the Code, and permitted by applicable law and regulation, the Offer
will not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Offer by any such use, means, instrumentality or form within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this announcement and all documents relating
to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction, and persons receiving this
announcement and all documents relating to the Offer (including
custodians, nominees and trustees) must not mail or otherwise
distribute or send them in, into or from such jurisdictions where
to do so would violate the laws in that jurisdiction. The Offer
(unless otherwise permitted by applicable law and regulation) is
not 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 securities
exchange of any Restricted Jurisdiction, and the Offer is not
capable of acceptance from or within any Restricted
Jurisdiction.
The availability of the Offer to Sweett Shareholders who are not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are resident. Persons who are
not resident in the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements.
The Offer is being made for the securities of an English company
with a quotation on AIM, a market of the London Stock Exchange and
is regulated primarily by English laws. Accordingly, the Offer is
not made under or regulated by Chapter 6 of the Corporations Act
2001 (Cth). The content of the Offer Document is subject to UK
disclosure requirements which are different from the disclosure
requirements under Australian law. Neither the Australian
Securities and Investments Commission nor the Australian Securities
Exchange has: (i) approved or disapproved of the Offer; (ii) passed
judgment over the merits or fairness of the Offer; or (iii) passed
judgment upon the adequacy or accuracy of the disclosure in the
Offer Document.
US Shareholders
The Offer is made for securities of an English company with a
quotation on AIM, and Sweett Shareholders in the United States
should be aware that this announcement, the Offer Document and any
other documents relating to the Offer have been or will be prepared
in accordance with the Code and UK disclosure requirements, format
and style, all of which differ from those generally applicable in
the United States. Sweett's financial statements and all financial
information that is included in this announcement, the Offer
Document or any other documents relating to the Offer, have been or
will be prepared in accordance with International Financial
Reporting Standards adopted in the European Union and may not be
comparable to the financial statements or other financial
information of US companies. The Offer is for the securities of a
non-US company which does not have securities registered under
Section 12 of the US Securities Exchange Act and the Offer is not
subject to the provisions of Section 14(d) of, or Regulation D
under, the US Securities Exchange Act. The Offer is made in the
United States pursuant to the applicable provisions of Section
14(e) of, and Regulation 14E under, the US Securities Exchange Act,
and otherwise in accordance with the requirements of the Code.
Accordingly, the Offer is subject to disclosure and other
procedural requirements that are different from those applicable
under US domestic tender offer procedures and laws.
The receipt of cash pursuant to the Offer by a US holder of
Sweett Shares may be a taxable transaction for US federal income
tax purposes and under applicable US state and local, as well as
foreign and other, tax laws. Each US shareholder of Sweett is urged
to consult with his, her or its independent professional adviser
regarding any acceptance of the Offer including, without
limitation, to consider the tax consequences associated with such
holder's acceptance of the Offer.
Neither the US Securities and Exchange Commission nor any other
US state securities commission has approved or disapproved the
Offer, or passed judgment upon the fairness or merits of the Offer
or passed judgment upon the adequacy or completeness of this
announcement or the Offer Document. Any representation to the
contrary is a criminal offence.
Publication on website
A copy of this announcement will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Currie & Brown's website at
www.curriebrown.com by no later than 12.00 noon (London time) on
the Business Day following this announcement. Neither the contents
of Currie & Brown's website, nor those of any other website
accessible from hyperlinks on Currie & Brown's website, are
incorporated into or form part of this announcement.
Contents of this announcement
If you are in any doubt about the contents of this announcement
or the action that you should take, you are recommended to seek
your own independent financial advice immediately from your
stockbroker, bank manager, solicitor, accountant or independent
financial adviser duly authorised under the Financial Services and
Markets Act 2000 (as amended) if you are resident in the United
Kingdom, or, if not, from another appropriately authorised
independent financial adviser.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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