TIDMHRG
RNS Number : 2097V
Hogg Robinson Group PLC
20 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
20 July 2018
HOGG ROBINSON GROUP PLC
CANCELLATION OF LISTING AND ADMISSION TO TRADING
Hogg Robinson Group plc ("Hogg Robinson" or the "Company")
announces that cancellation of the Company's ordinary shares of one
pence each (the "Hogg Robinson Shares") from listing on the premium
segment of the Official List of the UK Listing Authority and
cancellation of admission to trading of the Hogg Robinson Shares on
the Main Market for listed securities maintained by London Stock
Exchange plc will each take place at 8.00 a.m. (London time) today,
20 July 2018.
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
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
Important notices
Defined terms used but not defined in this announcement have the
meanings set out in the circular relating to the Scheme sent to
Hogg Robinson Shareholders dated 21 February 2018.
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
STRBSGDRDGBBGIC
(END) Dow Jones Newswires
July 20, 2018 02:00 ET (06:00 GMT)
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