TIDMAHCG
RNS Number : 5417E
Action Hotels PLC
19 October 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 ("AGH"))
FOR
ACTION HOTELS PLC
Scheme effective
On 3 August 2018, the boards of Action Hotels and Action Real
Estate (a subsidiary of AGH) announced that they had reached
agreement on the terms of a recommended cash offer pursuant to
which Action Real Estate would acquire the entire issued and to be
issued ordinary share capital of Action Hotels not already owned by
Action Real Estate, which was to be effected by means of a
Court-sanctioned scheme of arrangement pursuant to Article 125 of
the Jersey Companies Law ("Scheme").
Action Hotels (LSE: AHCG) is pleased to announce that further to
the announcement yesterday that the Court had sanctioned the
Scheme, the Court Order has been delivered to the Registrar of
Companies and accordingly the Scheme has now become effective in
accordance with its terms.
Trading in Action Hotels Shares on AIM will be suspended with
effect from 7.30 a.m. this morning and the admission of Action
Hotel's Shares to trading on AIM will be cancelled by no later than
8.00a.m. on 22 October 2018.
Unless otherwise stated, defined terms used but not defined in
this announcement have the meanings set out in the Scheme Document
dated 31 August 2018.
For more information please contact:
Action Hotels plc
Andrew Lindley, CFO and Interim CEO
Katie Shelton, Director of Corporate Affairs +44 (0)20 7907 9663
WH Ireland Limited (Financial Adviser to
Action Hotels)
Adrian Hadden
Jessica Cave +44 (0)20 7220 1666
Action Real Estate Co KSCC c/o finnCap: as below
Vikas Arora, Chief Financial Officer
finnCap Ltd (Financial Adviser to AGH and
Action Real Estate)
Henrik Persson
Simon Hicks
Max Bullen-Smith +44 (0) 20 7220 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.
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.
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
Pursuant to Rule 26.1 of the Code, 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 promptly and in any event by no later than 12
noon (London time) on the day following this 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
SOAFFWEFAFASESS
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