Styles & Wood Group Regulatory News (STY)

16 Apr 2008 17:10

Styles & Wood Group PLC16 April 2008 Styles & Wood Group plc ("Styles & Wood" or the "Company") Statement re Possible Offer The independent directors of Styles & Wood, being Jim Martin and Robert Hough(the "Independent Directors"), announce that they have received an indicativecash proposal from a private equity provider supporting Styles & Wood'sexecutive directors (the "Management Team") led by Chairman Gerard Quiligottiand Chief Executive Neil Davies in relation to the potential acquisition of theentire issued and to be issued share capital of the Company at an offer price of125 pence for every ordinary share of one pence each in the capital of theCompany (the "Indicative Proposal"). The Indicative Proposal is subject, interalia, to the private equity provider being satisfied with the results of its duediligence investigations into the Company. Accordingly, an Independent Committee of the Board of Styles & Wood has beenformed to evaluate the Indicative Proposal. On the basis of the IndicativeProposal, the Independent Directors have granted the Management Team permissionto undertake due diligence into the Company. Although it is early in the year, the Independent Directors confirm that thepredictions contained in the Company's latest management information giveconfidence about the trading outlook for the year. This announcement has been made without the consent of the Management Team. There is no certainty that a formal offer will be made for the Company or theterms on which any such offer might be made. A further announcement will be madein due course. In the meantime, shareholders are advised to take no action. Enquiries Financial DynamicsBilly Clegg +44 (0)207 831 3113 InvestecErik Anderson +44(0)207 597 5970Paul GrayBen Poynter Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if anyperson is, or becomes, "interested" (directly or indirectly) in 1% or more ofany class of "relevant securities" of Styles & Wood, all dealings in any"relevant securities" of that company (including by means of an option inrespect of, or a derivative referenced to, any such "relevant securities") mustbe publicly disclosed by no later than 3:30 pm (London time) on the Londonbusiness day following the date of the relevant transaction. This requirementwill continue until the date on which the offer becomes, or is declared,unconditional as to acceptances, lapses or is otherwise withdrawn or on whichthe "offer period" otherwise ends. If two or more persons act together pursuantto an agreement or understanding, whether formal or informal, to acquire an"interest" in "relevant securities" of Styles & Wood, they will be deemed to bea single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Styles & Wood by the potential offeror, Styles & Wood or by anyof their respective "associates", must be disclosed by no later than 12:00 noon(London time) on the London business day following the date of the relevanttransaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel. Relevant Securities in Issue In accordance with Rule 2.10 of the Code, Styles & Wood confirms that it has64,493,641 ordinary shares of 1 pence each in issue. The ISIN reference for these securities is GB00B1DKGQ10 This information is provided by RNS The company news service from the London Stock Exchange