Styles & Wood Group Regulatory News (STY)

24 Mar 2009 07:00



24 March 2009

Styles & Wood Group plc

Update

The Board of Styles & Wood ("Styles & Wood" or the "Company") announces that it is currently exploring a number of options to strengthen its balance sheet including a potential equity fund raising and a potential sale to private equity. This follows a period of increased ongoing investment in working capital.

Whilst the results for the year ended 31 December 2008 will be affected by exceptional items, underlying trading since the year end remains in line with management expectations. Since the arrival of the new management team in June 2008, Styles & Wood's customer base has remained intact. The Company is also benefitting from decisive and immediate action taken on costs by the new management team, with annualised costs savings of in excess of £4m implemented. As at 23rd March 2008, Styles & Wood's order book was in line with management's expectations at £77.4m.

The Company's bank remains supportive of the business and the above process.

In light of the above, from the release of this announcement the Company will enter an Offer Period as set out under the City Code on Takeovers and Mergers. There can be no certainty that either an offer will be made, nor as to the terms on which any offer may be made for the Company, or that it will be successful in raising any additional equity capital. 

A further announcement updating shareholders will be made when appropriate. 

In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, the Company announces that, as at the close of business on 23 March 2009, it had the following securities in issue: 

64,493,641 ordinary shares of 1p each. 

The ISIN reference number for these securities is GB00B1DKGQ10

For any further information, please call:

Shore Capital and Corporate Limited is acting for the Company and for no-one else in connection with the matters referred to herein and will not regard any other person as its client nor be responsible to anyone other than the Company for providing the protections afforded to clients of Shore Capital and Corporate Limited nor for providing advice in relation to any matter referred to herein.

Dealing Disclosure Requirements 

Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of the Company, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such relevant securities) must be publicly disclosed by no later than 3.30pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of the Company, they will be deemed to be a single person for the purpose of Rule 8.3. 

Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of the Company by an offeror or the Company, or by any of 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 relevant transaction. 

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk/. 

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to securities. 

Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel. 

If you are in any doubt as to the application of Rule 8 to you, please contact an independent financial advisor authorised under the Financial Services and Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 20 7638 0129; fax +44 20 7236 7013.