TIDMAHCG
RNS Number : 3336Z
Action Hotels PLC
31 August 2018
Action Hotels plc
("Action Hotels" or the "Company")
RECOMMED CASH OFFER
BY
ACTION REAL ESTATE CO KSCC
(a subsidiary of Action Group Holdings Co KSCC)
FOR
ACTION HOTELS PLC
PUBLICATION AND POSTING OF SCHEME DOCUMENT
On 3 August 2018, the boards of Action Hotels (LSE: AHCG) and
Action Real Estate Co KSCC ("Action Real Estate"), a subsidiary of
Action Group Holdings Co KSCC ("AGH"), announced that agreement had
been reached on the terms of a recommended cash offer pursuant to
which Action Real Estate will acquire the entire issued and to be
issued ordinary share capital of Action Hotels other than the
Excluded Shares (the "Offer"). The Offer will be implemented by way
of a Court-sanctioned scheme of arrangement pursuant to Article 125
of the Jersey Companies Law.
Action Hotels is today publishing a scheme document (the "Scheme
Document") to Scheme Shareholders, together with the associated
Forms of Proxy. The Scheme Document contains, amongst other things,
a letter from the Deputy Chairman of Action Hotels, an explanatory
statement from WH Ireland, the full terms and conditions of the
Scheme, notices convening the Court Meeting and the General
Meeting, an expected timetable of principal events and details of
the actions to be taken by Scheme Shareholders.
Notice of Shareholder Meetings
The Court Meeting and the General Meeting will both be held at
the offices of K&L Gates LLP, One New Change, London EC4M 9AF
on 24 September 2018. The Court Meeting will start at 11.00 a.m.
and the General Meeting will start at 11.15 a.m. (or, if later, as
soon as the Court Meeting has been concluded or adjourned).
If Action Hotels Shareholders pass the necessary resolutions at
the aforementioned meetings, it is anticipated that the Scheme
Court Hearing will be held on or around 18 October 2018 and that
the Scheme will become effective on or around 19 October 2018.
Publication of Scheme Document
The Scheme Document will today be made available, subject to
certain restrictions, on Action Hotels' website at
www.actionhotels.com and Action Real Estate's website at
www.actionkuwait.com and will be posted by Action Hotels today to
all Action Hotels Shareholders.
A shareholder helpline is available for Action Hotels
Shareholders. If you have any questions relating to the Scheme
Document or the completion and return of the Forms of Proxy, please
call Computershare Investor Services (Jersey) Limited on 0370 707
4040 (if calling from within the UK) or on +44(0) 0370 707 4040 (if
calling from outside the UK). Calls from outside the United Kingdom
will be charged at the applicable international rate. The helpline
is open between 8.30 a.m. - 5.30 p.m., Monday to Friday, excluding
public holidays in England and Wales. Please note that
Computershare Investor Services (Jersey) Limited cannot provide any
financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes.
Capitalised terms in this Announcement, unless otherwise
defined, have the meaning given to them in the Scheme Document.
Expected Timetable of Principal Events
The expected timetable of principal events is attached as an
Appendix to this Announcement.
For more information please contact:
Action Hotels plc
Andrew Lindley, Chief Financial Officer +44 (0)20 7907
Katie Shelton, Director of Corporate Affairs 9663
WH Ireland Limited (Financial Adviser to
Action Hotels)
Adrian Hadden +44 (0)20 7220
Jessica Cave 1666
Action Real Estate Co KSCC c/o finnCap: as
Vikas Arora, Chief Financial Officer below
finnCap Ltd (Financial Adviser to AGH and
Action Real Estate)
Henrik Persson
Simon Hicks +44 (0) 20 7220
Max Bullen-Smith 0500
Further information
WH Ireland Limited ("WH Ireland"), which is authorised by the
FCA in the United Kingdom, is acting as financial adviser
exclusively for Action Hotels and no one else in connection with
the Offer and will not be responsible to any person other than
Action Hotels for providing the protections afforded to clients of
WH Ireland, nor for providing advice in relation to the Offer or
any matter referred to herein. Neither WH Ireland nor any of its
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of WH Ireland in connection with the
Offer, any statement contained herein or otherwise.
finnCap Ltd ("finnCap"), which is authorised by the FCA in the
United Kingdom, is acting as financial adviser exclusively for AGH
and Action Real Estate and no one else in connection with the Offer
and will not be responsible to any person other than AGH and Action
Real Estate for providing the protections afforded to clients of
finnCap, nor for providing advice in relation to the Offer or any
matter referred to herein. Neither finnCap nor any of its
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of finnCap in connection with the Offer,
any statement contained herein or otherwise.
This Announcement is provided for informational purposes only
and does not constitute an offer to sell, or an invitation to
subscribe for, purchase or exchange, any securities or the
solicitation of any vote or approval in any jurisdiction, nor shall
there be any sale, issuance, exchange or transfer of the securities
referred to in this Announcement in any jurisdiction in
contravention of applicable law. This Announcement does not
constitute a prospectus or a prospectus equivalent document.
Any vote by the Scheme Shareholders in respect of the Offer
should only be made on the basis of the information contained in
the Scheme Document, which contains the full terms and conditions
of the Offer (including details of how to vote). Action Hotels
Shareholders are advised to read the formal documentation in
relation to the Offer carefully once it has been dispatched.
Please be aware that addresses, electronic addresses and certain
information provided by Action Hotels Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from AGH or Action Real Estate may be provided to
AGH or Action Real Estate during the Offer Period as requested
under Section 4 of Appendix 4 of the Takeover Code to comply with
Rule 2.11(c) of the Takeover Code.
Overseas shareholders
The release, publication or distribution of this Announcement
(in whole or in part) in, into or from certain jurisdictions may be
restricted by law. Persons who are not resident in Jersey or the
United Kingdom or who are subject to the laws and/or regulations of
other jurisdictions should inform themselves of, and should
observe, any applicable requirements. Any failure to comply with
these requirements may constitute a violation of the securities
laws of any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the Offer
disclaim any responsibility or liability for the violation of such
requirements by any person.
Unless otherwise determined by Action Real Estate or required by
the Takeover 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 any Restricted
Jurisdictions where to do so would violate the laws in that
jurisdiction. Any person (including, without limitation, any
custodian, nominee and trustee) who would, or otherwise intends to,
or who may have a contractual or legal obligation to, forward this
Announcement and/or any other related document to any jurisdiction
other than Jersey or the United Kingdom should inform themselves
of, and observe, any applicable legal or regulatory requirements of
their jurisdiction.
If the Offer is implemented by way of a Takeover Offer (unless
otherwise permitted by applicable law and regulation), the Takeover
Offer may not be made directly or indirectly, in or into, or by the
use of mails or any means or instrumentality (including, but not
limited to, facsimile, email or other electronic transmission,
telex or telephone) of interstate or foreign commerce of, or any
facility of a national, state or other securities exchange of any
Restricted Jurisdiction, and the Takeover Offer may not be capable
of acceptance by any such use, means, instrumentality or
facility.
Each Action Hotels Shareholder is urged to consult his or her
independent professional adviser immediately regarding the tax
consequences of the Offer.
Holders of Action Hotels Shares based in the United States
should note that the Offer relates to the shares of a Jersey
company with a listing on the AIM Market of the London Stock
Exchange, is subject to Jersey disclosure requirements (which are
different to those of a US company) and is proposed to be
implemented under a scheme of arrangement provided for under
Article 125 of the Jersey Companies Law. A transaction effected by
means of a scheme of arrangement is not subject to the proxy
solicitation or tender offer rules under the US Exchange Act.
Accordingly, the Offer will be subject to Jersey procedural and
disclosure requirements, rules and practices, which are different
from the disclosure requirements of the US tender offer and proxy
solicitation rules. The financial information included in this
Announcement has been or will have been prepared in accordance with
IFRS and thus 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 US.
If Action Real Estate exercises its right to implement the
acquisition of the Action Hotels Shares by way of a Takeover Offer,
such offer will be made in compliance with applicable US tender
offer and securities laws and regulations.
Dealing Disclosure requirements
Under Rule 8.3(a) of the Takeover 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 p.m. (London time) on the 10th Business Day
following the commencement of the Offer Period and, if appropriate,
by no later than 3.30 p.m. (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 Takeover 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 p.m. (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.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0) 20 7638
0129.
Forward-looking statements
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share for AGH, Action Real Estate or Action Hotels, as
appropriate, for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share for AGH, Action Real Estate or Action Hotels, as
appropriate.
Publication of this Announcement
A copy of this Announcement (together with any document
incorporated by reference) is and will be available, free of
charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions on AGH's website at
www.actionkuwait.com and Action Hotels' website at
www.actionhotels.com during the course of the Offer. For the
avoidance of doubt, the contents of these websites and any websites
accessible from hyperlinks on these websites are not incorporated
into and do not form part of this Announcement.
Any person entitled to receive a copy of documents,
announcements and information relating to the Offer is entitled to
receive such documents in hard copy form. Such person may request
that all future documents, announcements and information in
relation to the Offer are sent to them in hard copy form.
A hard copy form will not be sent to any person unless requested
from Registrar by way of either written request to Computershare
Investor Services (Jersey) Limited, c/o The Pavilions, Bridgwater
Road, Bristol BS99 6ZY or request by telephone on 0370 707 4040
(when telephoning from inside the UK) or on +44 (0) 370 707 4040
(when telephoning from outside the UK).
APPIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out expected dates for
the implementation of the Scheme. All times shown in this document
are London times unless otherwise stated. To the extent any of the
below expected dates or times change, Action Hotels will give
notice of any such changes and details of the revised dates and/or
times to Action Hotels Shareholders by issuing an announcement
through a Regulatory Information Service.
Event Time and/or date
Publication of this document 31 August 2018
Latest time for lodging BLUE Forms 11.00 a.m. on 22 September
of Proxy (or submitting a proxy 2018(1)
via CREST) for the Court Meeting
Latest time for lodging YELLOW 11.15 a.m. on 22 September
Forms of Proxy (or submitting a 2018
proxy via CREST) for the General
Meeting
Voting Record Time 11.30a.m. on 22 September
2018(2)
Court Meeting 11.00 a.m. on 24 September
2018(3)
General Meeting 11.15 a.m. on 24 September
2018
The following dates and times associated with the Scheme are
subject to change and will depend on, among other things, (i) the
date on which the Conditions to the Scheme are satisfied or, if
capable of waiver, waived, (ii) the date on which the Court
sanctions the Scheme and (iii) the date on which the Scheme Court
Order is delivered to the Registrar of Companies for registration.
Action Hotels will give adequate notice of all of these dates and
times, when known, by issuing an announcement through a Regulatory
Information Service, with such announcement being made available on
Action Hotels' website at www.actionhotels.com. Further updates and
changes to these times will, at Action Hotels' discretion, be
notified in the same way.
Scheme Court Sanction Hearing a date expected to
be in the fourth quarter
of 2018 ("D")
Last day of dealings in, for registration D
of transfers of, and disablement in CREST
of, Action Hotels Shares
Suspension of trading in Action Hotels 5.00 p.m. on D
Shares
Scheme Record Time 6.00 p.m. on D
Effective Date of the Scheme D+1 Business Days
Cancellation of listing of Action Hotels by 8.00 a.m. on D+2
Business Days
Cheques despatched to certificated holders within 14 days of the
and CREST accounts of Action Hotels Shareholders Effective Date
credited with cash due under the Scheme
Long Stop Date 31 December 2018
Notes:
The Court Meeting and the General Meeting will both be held at
the offices of K&L Gates LLP One New Change, , London EC4M
9AF.
Please see "Action to be taken" on page 10 of the Scheme
Document.
(1) If the BLUE Form of Proxy for the Court Meeting is not
received by the Company's registrars, Computershare Investor
Services (Jersey) Limited, by 11.00 a.m. on 22 September 2018, it
may be handed to the Chairman at the Court Meeting at any time
before the taking of the poll and still be valid. However, the
YELLOW Form of Proxy for the General Meeting must be received by
the Company's registrars, Computershare Investor Services (Jersey)
Limited, by 11.15 a.m. on 22 September 2018 in order for it to be
valid or, if the General Meeting is adjourned, not later than 48
hours before the time fixed for the holding of the adjourned
meeting.
(2) If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the adjourned meeting will be
a time not later than 48 hours before the time fixed for the
holding of the adjourned meeting.
(3) The General Meeting will commence at 11.15 a.m. on 24
September or, if later, as soon thereafter as the Court Meeting has
been concluded or adjourned.
(4) This is the latest date by which the Scheme may become
Effective unless Action Hotels and Action Real Estate agree, with
the consent of the Panel and (if required) the Court, a later
date.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ODPEAAPEDAAPEAF
(END) Dow Jones Newswires
August 31, 2018 02:00 ET (06:00 GMT)
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