SSPH Ssp Hold

    RNS Number : 7139Z
  SSP Holdings PLC
  23 July 2008
   

    Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a
violation of the relevant laws of such jurisdiction.
    For immediate release                                      23 July 2008
    RECEIPT OF Irrevocable undertaking in connection with 
    the RECOMMENDED PROPOSALS FOR THE CASH ACQUISITION
    of
    SSP hOLDINGS PLC 
    by
    H&F SENSOR BIDCO LIMITED
    a company formed and ultimately owned by funds managed or advised by Hellman & Friedman LLC
    Following the announcement made earlier today pursuant to Rule 2.5 of the Code in relation to the recommended cash acquisition to be
made by H&F Bidco of SSP, H&F Bidco is pleased to announce that it has received a further irrevocable undertaking to vote in favour of the
Proposals from Artemis Investment Management Limited ("Artemis"), in respect of, in aggregate, 6,010,000 SSP Shares, representing
approximately 7.3 per cent. of the existing issued share capital of SSP (and any further SSP Shares acquired by them prior to the Effective
Date).
    In total, H&F Bidco has received irrevocable undertakings and non-binding letters of intention to accept and/or to vote in favour of the
Proposals (or, in the case of the Management Team, to vote in favour of the resolutions to be proposed at the General Meeting (save for the
resolution to be proposed in relation to the approval of the Management Arrangements)) in respect of, in aggregate, 42,947,524 SSP Shares,
representing approximately 52.0 per cent. of the existing issued share capital of SSP.
    When including the 11,043,935 Rollover Shares (which are the subject of the Management Arrangements), the Proposals are, therefore,
supported by SSP Shareholders holding, in aggregate, 53,991,459 SSP Shares, representing approximately 65.3 per cent. of the existing share
capital of SSP.
    The irrevocable undertakings given by Artemis will lapse, inter alia, if: (i) the Scheme terminates, lapses or is withdrawn; or (ii) a
person other than H&F Bidco (or any person acting in concert with it) announces an offer for SSP pursuant to Rule 2.5 of the Code at a price
per share representing an improvement, in financial terms, of at least 10 per cent. of the price per share available pursuant to the
Proposals as at the date of such Rule 2.5 announcement.
    Enquiries:
 H&F Sensor Bidco Limited                     +44 (0)20 7839 5111
 Stephen Duckett

 SSP Holdings plc                             +44 (0)1422 330022 
 Gren Folwell

 Credit Suisse                                +44 (0)20 7888 8888
 Financial adviser to Hellman & Friedman LLC
 David Whiteley

 KBC Peel Hunt Ltd                            +44 (0)20 7418 8900
 Independent financial adviser to SSP
 Oliver Scott/Richard Kauffer

    This announcement is not intended to, and does not constitute or form any part of, an offer or invitation to sell or subscribe for or
purchase any securities or solicitation of any vote or approval in any jurisdiction pursuant to the Proposals or otherwise. The Proposals
will be made through the formal document relating to the Scheme, which will contain the full terms and conditions of the Proposals
(including details of how to vote in respect of the Proposals). Any acceptance of or other response to the Proposals should be made only on
the basis of the information contained in the Scheme Document.  Holders of SSP Sharess are advised to read the Scheme Document carefully,
once it has been dispatched.
    The distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are
subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements. This
announcement has been prepared for the purpose 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 the UK.
    Credit Suisse, which is regulated in the UK by the FSA, is acting exclusively for H&F Bidco and no-one else in connection with the
Acquisition and will not be responsible to anyone other than H&F Bidco for providing the protections afforded to clients of Credit Suisse
nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement.
    KBC Peel Hunt Ltd, which is regulated in the UK by the FSA, is acting exclusively for SSP as the independent financial adviser to SSP
for the purposes of providing independent advice to the Independent Directors on the Acquisition under Rule 3 of the Code and no-one else in
connection with the Acquisition and will not be responsible to anyone other than SSP for providing the protections afforded to clients of
KBC Peel Hunt Ltd nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement.
    Forward looking statements
    This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Proposals,
and other information published by H&F Bidco and SSP contain "forward-looking statements". These statements are based on the current
expectations of the management of SSP and H&F Bidco and are naturally subject to uncertainty and changes in circumstances. The
forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on SSP, the
expected timing and scope of the Acquisition, and other statements other than historical facts. Forward-looking statements include
statements typically containing words such as "will", "may", "should", "believe", "intends", "expects", "anticipates", "targets",
"estimates" and words of similar import. Although SSP and H&F Bidco believe that the expectations reflected in such forward-looking
statements are reasonable, SSP and H&F Bidco can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend
on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking statements. These factors include the satisfaction of the Conditions to
the Acquisition, as well as additional factors, such as: local and global political and economic conditions; significant price discounting
by competitors; changes in consumer habits and preferences; foreign exchange rate fluctuations and interest rate fluctuations (including
those from any potential credit rating decline); legal or regulatory developments and changes; the outcome of any litigation; the impact of
any acquisitions or similar transactions; competitive product and pricing pressures; success of business and operating initiatives; and
changes in the level of capital investment. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Given these risks
and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Neither SSP
nor H&F Bidco undertake any obligation to update publicly or revise forward-looking statements, whether as a result of new information,
future events or otherwise, except to the extent legally required.
    Rule 8 Dealing disclosure requirements
    Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent. or
more of any class of "relevant securities" of SSP, all "dealings" in any "relevant securities" of SSP (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 3.30 p.m. on the
business day following the date of the relevant transaction. This requirement will continue until the date on which the Acquisition and/or
Scheme becomes effective, 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 SSP,
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 SSP by H&F Bidco or SSP, or by any of their
respective "associates", must be disclosed by no later than 12.00 noon on the 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 Panel's website at 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 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.


                                                                             Appendix 1

    Definitions
    The following definitions apply throughout this announcement, unless the context requires otherwise:
    �, Sterling, pence or p means the lawful currency of the UK.
    Code means The Takeover Code, as amended from time to time.
    Credit Suisse means Credit Suisse Securities (Europe) Limited.
    Effective Date means the day on which the Scheme becomes effective in accordance with its terms.
    General Meeting means the general meeting of the holders of SSP Shares (including any adjournment thereof) to be convened in connection
with the Proposals.
    H&F Bidco means H&F Sensor Bidco Limited.
    KBC Peel Hunt means KBC Peel Hunt Ltd.
    Management Arrangements means the proposed arrangements to be entered into with the Management Team, as described in the Rule 2.5
announcement made earlier today and in particular, in paragraph 15 thereof.
    Management Team means David Rasche, Laurence Walker, Nicholas Bate, Steven Bow, David Waring, Philip Ashton, Paul Clayton, Guy Oliver,
Richard Crocker, Ramsay Adams, Joanne Gordon, Michael Hyland, James Woodley, and Stephen Stiles.
    Proposals means the offer by H&F Bidco to acquire the entire issued and to be issued share capital of SSP to be implemented by way of
the Scheme and the other matters to be considered at the meeting to be convened by the order of the High Court of Justice in England and
Wales under Part 26 of the Companies Act 2006 to consider and vote on the Scheme and the General Meeting.
    Scheme means the scheme of arrangement under Part 26 of the Companies Act 2006 to be proposed by SSP to the holders of SSP Shares as
described in the Rule 2.5 announcement made earlier today.
    SSP means SSP Holdings plc.
    SSP Shares means ordinary shares of 0.1 pence each in the capital of SSP.





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