TIDMHRG
RNS Number : 6112U
Hogg Robinson Group PLC
13 July 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY) IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
13 July 2018
RECOMMED CASH ACQUISITION
of
HOGG ROBINSON GROUP PLC
by
GLOBAL BUSINESS TRAVEL HOLDINGS LIMITED
(a wholly-owned subsidiary of GBT III B.V.)
Final Offer Timetable
On 9 February 2018, the boards of Hogg Robinson Group plc ("Hogg
Robinson" or the "Company") and Global Business Travel Holdings
Limited ("GBT Holdings"), a wholly-owned subsidiary of GBT III B.V.
("GBT"), announced that they had reached agreement on the terms of
a recommended cash acquisition by GBT Holdings of the entire issued
and to be issued ordinary share capital of Hogg Robinson (the
"Acquisition"). It is intended that the Acquisition will be
implemented by way of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme"). Full
details of the Acquisition and the Scheme were set out in the
circular sent to Hogg Robinson Shareholders dated 21 February 2018
(the "Scheme Document").
In the parties' announcement on 11 June 2018, it was noted that
the Scheme Court Hearing and the Effective Date were expected to
occur in July 2018, following the satisfaction of Condition 1.2.1
(European Commission / national Member State authority
clearance).
The parties are now pleased to announce that:
-- each of Conditions 1.2.1 to 1.2.3 (inclusive) as set out in
Part 3 (Conditions) of the Scheme Document has now been satisfied,
pursuant to the receipt or deemed receipt of a decision in the
terms specified in Condition 1.2.1 (European Commission / national
Member State authority clearance) on 13 July 2018;
-- it is expected that the Scheme Court Hearing will be held on 17 July 2018; and
-- it is expected that the Effective Date will be 19 July 2018.
An updated expected timetable of principal events is set out
below.
As noted in the Scheme Document, the determination of the amount
of the Actual Additional Consideration (and, accordingly, the
amount of the aggregate consideration) payable by GBT Holdings in
connection with the Acquisition is to be determined by reference to
Relevant Adjustments prior to the date of the Scheme Court Hearing.
The amount that each Scheme Shareholder will receive for each Hogg
Robinson Share is expected to be announced via a Regulatory
Information Service at 7.00 a.m. (London time) on the date of the
Scheme Court Hearing.
Whilst all required regulatory approvals have now been received,
completion of the Acquisition remains subject to the waiver or
satisfaction of the remaining conditions set out in the Scheme
Document.
Capitalised terms used but not defined in this announcement have
the meaning given to them in the Scheme Document.
The following updated timetable sets out the revised expected
dates for the implementation of the Scheme. All references to time
are to London time unless otherwise stated.
The following dates and times are subject to change; please
see notes (1) and (2)
Announcement of consideration 7.00 a.m. on Tuesday 17 July 2018
payable by GBT Holdings in
connection with the Acquisition
Scheme Court Hearing Tuesday 17 July 2018
Last day of dealings in, and Wednesday 18 July 2018
for registration of transfers
of, and disablement in CREST
of, Hogg Robinson Shares
Scheme Record Time 6.00 p.m. on Wednesday 18 July
2018
Effective Date of the Scheme Thursday 19 July 2018 (1)
Suspension of listing of and 7.30 a.m. on Thursday 19 July
dealings in Hogg Robinson Shares 2018
De-listing and cancellation by 8.00 a.m. on Friday 20 July
of admission to trading of 2018
Hogg Robinson Shares
Despatch of cheques and crediting within 14 days after the Effective
of CREST stock accounts for Date
consideration due under the
Scheme
Long Stop Date 9 November 2018 (2)
---------------------------------- -----------------------------------
Notes
(1) The Scheme Court Order is expected to be delivered to the
Registrar of Companies on Thursday 19 July 2018 following the
Scheme Record Time. Thursday 19 July 2018 will then become
the Effective Date. The events which are stated as occurring
on subsequent dates are conditional on the Effective Date.
(2) This is the latest date by which the Scheme may become
effective unless Hogg Robinson and GBT Holdings agree, with
the consent of the Panel and the Court (if required), a later
date.
Enquiries
GBT
Martin Ferguson +44 7780 225 665
Hogg Robinson
David Radcliffe +44 1256 312 600
Michele Maher +44 1256 312 600
Morgan Stanley (GBT's financial adviser)
Laurence Hopkins +44 20 7425 8000
Usman Akram +44 20 7425 8000
Rothschild (Hogg Robinson's financial
adviser)
Ravi Gupta +44 20 7280 5000
Edward Duckett +44 20 7280 5000
Investec (Hogg Robinson's joint corporate
broker)
Sara Hale +44 20 7597 5970
Rob Baker +44 20 7597 5970
Peel Hunt (Hogg Robinson's joint corporate
broker)
Mike Bell +44 20 7418 8900
Charles Batten +44 20 7418 8900
Finsbury (GBT's PR adviser)
Nicola McGowan +44 20 7251 3801
Guy Lamming +44 20 7251 3801
FTI Consulting (Hogg Robinson's PR
adviser)
John Waples +44 20 3727 1340
Alex Le May +44 20 3727 1340
Macfarlanes LLP is acting for Hogg Robinson in connection with
the Acquisition and Freshfields Bruckhaus Deringer LLP is acting
for GBT in connection with the Acquisition.
Important notices
Morgan Stanley, which is authorised and regulated in the UK by
the FCA, is acting exclusively for GBT Holdings and GBT and no-one
else in connection with the Acquisition and will not be responsible
to anyone other than GBT Holdings and GBT for providing the
protections afforded to clients of Morgan Stanley nor for providing
advice in relation to the Acquisition or any other matters referred
to in this announcement.
Rothschild, which is authorised and regulated in the UK by the
FCA, is acting exclusively for Hogg Robinson and no-one else in
connection with the Acquisition and will not be responsible to
anyone other than Hogg Robinson for providing the protections
afforded to clients of Rothschild nor for providing advice in
relation to the Acquisition or any other matters referred to in
this announcement.
Investec, which is authorised by the Prudential Regulation
Authority and regulated in the UK by the FCA and the Prudential
Regulation Authority, is acting exclusively for Hogg Robinson and
for no-one else in connection with the matters set out in this
announcement and will not regard any other person as its client in
relation to the matters referred to in this announcement and will
not be responsible to anyone other than Hogg Robinson for providing
the protections afforded to clients of Investec nor for providing
advice in relation to the Acquisition or any other matter or
arrangement referred to in this announcement.
Peel Hunt, which is authorised and regulated in the UK by the
FCA, is acting exclusively for Hogg Robinson and for no-one else in
connection with the matters set out in this announcement and will
not regard any other person as its client in relation to the
matters referred to in this announcement and will not be
responsible to anyone other than Hogg Robinson for providing the
protections afforded to clients of Peel Hunt nor for providing
advice in relation to the Acquisition or any other matter or
arrangement referred to in this announcement.
This announcement is for information purposes only, and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities of Hogg
Robinson in any jurisdiction in contravention of applicable law.
The Acquisition will be made solely on the terms set out in the
Scheme Document, which contains the full terms and conditions of
the Acquisition.
Please be aware that addresses, electronic addresses and certain
other information provided by Hogg Robinson Shareholders, persons
with information rights and other relevant persons for the receipt
of communications from Hogg Robinson may be provided to GBT
Holdings during the Offer Period, as required under Section 4 of
Appendix 4 to the Code, to comply with Rule 2.11(c) of the
Code.
Overseas jurisdictions
The release, publication or distribution of this announcement
in, into or from jurisdictions other than the UK may be restricted
by law and therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves about, and
observe, any applicable legal or regulatory requirements. Any
failure to comply with the applicable restrictions 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 Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
This announcement has been prepared for the purposes of
complying with English law 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 jurisdictions outside England and Wales.
Copies of this announcement and formal documentation relating to
the Acquisition will not be and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from any Restricted
Jurisdiction or any jurisdiction where to do so would violate the
laws of that jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in, into or from any
Restricted Jurisdiction. Doing so may render invalid any related
purported vote in respect of the Acquisition. If the Acquisition is
implemented by way of a Takeover Offer (unless otherwise permitted
by applicable law or regulation), the Takeover Offer may not be
made, directly or indirectly, in or into or by use of the mails or
any other means or instrumentality (including, without limitation,
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 will not be capable of
acceptance by any such use, means, instrumentality or facilities or
from within any Restricted Jurisdiction.
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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 Code, any person who is or becomes
interested in 1% 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, 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 pm (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.
You should consult the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website and hard copies
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, on Hogg Robinson's website
(www.hoggrobinson.com) and on GBT Holdings' website
(www.amexglobalbusinesstravel.com/news) by no later than 12.00 noon
on the business day following the date of publication of this
announcement. Save as expressly referred to in this announcement,
the contents of these websites are not incorporated into and do not
form part of this announcement.
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
OUPGGUPWMUPRGUW
(END) Dow Jones Newswires
July 13, 2018 06:39 ET (10:39 GMT)
Hogg Robinson (LSE:HRG)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Hogg Robinson (LSE:HRG)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024