TIDMAHCG
RNS Number : 0111W
Action Hotels PLC
27 July 2018
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 OR REGULATIONS OF THAT
JURISDICTION
THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO
MAKE AN OFFER UNDER RULE 2.7 OF THE TAKEOVER CODE (THE "CODE").
ACCORDINGLY, THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE
MADE
THE INFORMATION COMMUNICATED IN THIS ANNOUNCEMENT CONTAINS
INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET
ABUSE REGULATION (EU) NO. 596/2014.
FOR IMMEDIATE RELEASE
27 July 2018
Action Hotels plc ("Action Hotels" or the "Company")
Extension of PUSU Deadline
On 29 June 2018, the independent directors of Action Hotels and
Action Group Holdings Co KSCC ("AGH") announced that they had
reached agreement on the key terms of a possible cash offer by AGH
(or an associated entity) for the issued and to be issued share
capital of Action Hotels.
Rule 2.6(a) of the UK Takeover Code (the "Code") requires AGH to
clarify its intentions by no later than 5.00 p.m. on 27 July 2018
(the "PUSU Deadline") (or such later date as the Panel on Takeovers
and Mergers (the "Panel") may consent to at the request of the
Company in accordance with the Code), by either announcing a firm
intention to make an offer or that it does not intend to make an
offer.
Any offer, if made, would be made by AGH's subsidiary, Action
Real Estate Co KSCC ("AREC"). Preparations by Action Hotels and
AREC for the making of a firm offer in accordance with Rule 2.7 of
the Code continue to progress, however, until AREC announces a firm
intention to make an offer in accordance with Rule 2.7 of the Code
there can be no guarantee that a firm offer will be
forthcoming.
Therefore, the board of Action Hotels has requested that the
Panel in accordance with Rule 2.6(c) of the Code to extend the PUSU
Deadline. In the light of this request, an extension has been
granted by the Panel and, in accordance with Rule 2.6(a) of the
Code, AREC is required, by not later than 5.00pm on 9 August 2018,
either to announce a firm intention to make an offer in accordance
with Rule 2.7 of the Code or to announce that it does not intend to
make an offer, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Code applies. This deadline may
be extended with the consent of the Panel in accordance with Rule
2.6(c) of the Code.
A further announcement will be made when appropriate. This
announcement has been made with the consent of AREC.
For more information contact:
Action Hotels plc Tel: +44 (0) 20 7907 9663
Andrew Lindley, Chief Financial Officer
Katie Shelton, Director of Corporate Affairs
WH Ireland Limited (Financial Adviser to Action Hotels) Tel: +44
(0) 20 7220 1666
Adrian Hadden
Jessica Cave
Alex Bond
Action Real Estate Co KSCC c/o finnCap: as below
Vikas Arora, Chief Financial Officer
finnCap Ltd (Financial Adviser to AGH and AREC) Tel: +44 (0) 20
7220 0500
Henrik Persson
Simon Hicks
Max Bullen-Smith
Disclaimers
finnCap Ltd, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for
AGH and AREC and no one else in connection with the possible offer
and will not be responsible to anyone other than AGH and AREC for
providing the protections afforded to clients of finnCap Ltd nor
for providing advice in relation to the possible offer, the content
of this summary and the Announcement or any other matter or
arrangement referred to herein.
WH Ireland Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively for Action Hotels and no one else in connection with
the matters referred to in this announcement and will not be
responsible to anyone other than Action Hotels for providing the
protections afforded to clients of WH Ireland Limited, or for
providing advice in relation to the matters referred to in this
summary and the Announcement.
Dealing disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (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 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(s), save to the extent that these details have previously
been disclose 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 Takeover 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 contact 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 of this announcement on website
A copy of this announcement 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 by no later than
noon on the business day following the announcement. 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.
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
MSCSEWSUWFASEEW
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