Takeover Offers
CURRIE & BROWN HOLDINGS LIMITED
(“CURRIE & BROWN”)
(REGISTERED IN JERSEY NO. 110686)
RECOMMENDED CASH OFFER BY CURRIE & BROWN HOLDINGS LIMITED TO ACQUIRE THE WHOLE OF THE ISSUED ORDINARY SHARE CAPITAL OF SWEETT GROUP PLC (“SWEETT”)
Notice is hereby given, in accordance with section 978(1)(c) of the Companies Act 2006, that:
1. by means of an offer document dated and posted on 8 July 2016 (the “Offer Document”), Currie & Brown has made a recommended cash offer to acquire the entire issued and to be issued share capital of Sweett (the “Offer”); and
2. a copy of the Offer Document relating to the Offer is available on Currie & Brown’s website at www.curriebrown.com.
The board of Sweett has unanimously recommended Sweett Shareholders to accept the Offer. The Offer is 42 pence for each Sweett Share. The Offer values the entire issued share capital of Sweett at approximately £29 million.
The full terms and conditions of the Offer (including details of how the Offer may be accepted) are set out in the Offer Document and, in the case of Sweett Shareholders holding Sweett Shares in certificated form, the Form of Acceptance. Terms defined in the Offer Document have the same meaning in this notice.
This notice does not constitute, and must not be construed as, an offer. Sweett Shareholders who accept the Offer may rely only on the Offer Document and, in the case of Sweett Shareholders holding Sweett Shares in certificated form, the Form of Acceptance, for all the terms and conditions of the Offer.
The Offer is not being, and will not be, made, directly or indirectly, to persons in Restricted Jurisdictions and the Offer is not being, and will not be, made, directly or indirectly, in or into or by the use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or e-mail) of interstate or foreign commerce of, or by any facilities of a national securities exchange of, any Restricted Jurisdiction, and is not capable of acceptance by any such use, means, instrumentality or facility from within, a Restricted Jurisdiction. Neither the Offer Document nor the accompanying Form of Acceptance are being mailed, and must not be mailed, transmitted or otherwise forwarded, distributed or sent in whole or in part in, into or from a Restricted Jurisdiction (including to Sweett Shareholders with registered addresses in any Restricted Jurisdiction or to persons whom Currie & Brown or its agent knows to be custodians, nominees or trustees holding Sweett Shares for such persons) and persons receiving such documents (including, without limitation, custodians, trustees and nominees) must not mail or otherwise forward, distribute or send any of them in, into or from any Restricted Jurisdiction or use the mails of any Restricted Jurisdiction or any such means or instrumentality for any purpose, directly or indirectly, in connection with the Offer. Doing so may invalidate any purported acceptance of the Offer.
Any Sweett Shareholder who is in any doubt about the Offer or the action he should take is recommended immediately to seek his own financial advice from his stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if he is resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
The Offer is, by means of this notice, being notified to all persons to whom the Offer Document may not be despatched. Any such persons may collect copies of the Offer Document and Form of Acceptance by contacting the Receiving Agent, Equiniti, at Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom or on 0333 207 6394 (if calling from within the UK) or +44 121 415 0968 (if calling from outside the UK).
Currie & Brown Holdings Limited
11 July 2016