TIDMHOTC
RNS Number : 6858A
Hotel Chocolat Group PLC
24 January 2024
24 January 2024
Hotel Chocolat Group plc
(" Hotel Chocolat ", the "Company" or the "Group")
Director/PDMR Dealing - Exercise of Options
The Company announces that options ("Options") over 2,966,984
ordinary shares of 0.1p in the Company ("Ordinary Shares") have
been exercised pursuant to the Hotel Chocolat Group plc 2016 Long
Term Incentive Plan (the "Plan"). The Options were subject to an
exercise price of 0.1 pence per Ordinary Share.
Certain of the Options have been exercised by persons
discharging managerial responsibilities ("PDMRs"), as set out
below:
PDMR / Director No. of Shares covered by Options exercised
under the Plan
Jonathan Akehurst (Chief
Financial Officer) 416,667
-------------------------------------------
Peter Harris (Development
Director and Co-founder) 166,667
-------------------------------------------
Angus Thirlwell (Chief
Executive Officer and
Co-founder) 525,000
-------------------------------------------
The Company also announces that options over a further 210,865
Ordinary Shares have been exercised pursuant to the Hotel Chocolat
Group plc 2016 Save As You Earn Plan and Hotel Chocolat Group plc
2022 Restricted Stock Plan. None of the options exercised under
these plans were held by PDMRs.
The exercises of options under all the Company's share plans
were effective upon sanction of the Scheme of Arrangement, pursuant
to which all the Ordinary Shares in issue and to be issued are to
be acquired by Hive Bidco, Inc, a wholly-owned subsidiary of Mars
Incorporated. The Ordinary Shares issued pursuant to these option
exercises will be acquired for cash under the terms of the
Scheme.
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them
Details of the person discharging managerial responsibilities
1 / person closely associated
a) Name 1. Jonathan Akehurst
2. Peter Harris
3. Angus Thirlwell
-------------------------- --------------------------------------------
Reason for the notification
2
------------------------------------------------------------------------
a) Position/status 1. Chief Financial Officer
2. Development Director and Co-founder
3. Chief Executive Officer and Co-founder
-------------------------- --------------------------------------------
b) Initial notification Initial Notification
/Amendment
-------------------------- --------------------------------------------
Details of the issuer, emission allowance market participant,
3 auction platform, auctioneer or auction monitor
------------------------------------------------------------------------
a) Name Hotel Chocolat Group plc
-------------------------- --------------------------------------------
b) LEI 213800B4D3J15PZHVY29
-------------------------- --------------------------------------------
Details of the transaction(s): section to be repeated
4 for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
------------------------------------------------------------------------
a) Description of the
financial instrument, Options over Ordinary shares of 0.1
type of instrument pence each
Identification code ISIN: GB00BYZC3B04
-------------------------- --------------------------------------------
b) Nature of the transaction Exercise of options pursuant to the
Hotel Chocolat Group plc 2016 Long
Term Incentive Plan
-------------------------- --------------------------------------------
c) Price(s) and volume(s) Name Price(s) Volume(s)
Jonathan
Akehurst 0.1 pence 416,667
----------- ----------
Peter Harris 0.1 pence 166,667
----------- ----------
Angus Thirlwell 0.1 pence 525,000
----------- ----------
-------------------------- --------------------------------------------
d) Aggregated information
N/A
- Aggregated volume
- Price
-------------------------- --------------------------------------------
e) Date of the transaction 23 January 2024
-------------------------- --------------------------------------------
f) Place of the transaction Outside a trading venue
-------------------------- --------------------------------------------
Enquiries
Bidco and Mars
Fabiano Lima, Global VP of Corporate Affairs,
Mars Snacking
Denise Young, Global VP of Corporate Communications, +1 (312) 794
Mars 6200
Morgan Stanley (Financial Adviser to Bidco
and Mars)
Laurence Hopkins
Imran Ansari
Mae Wang +44 (0)20 7425
Stuart Wright 8000
Brunswick (Public Relations Adviser to Bidco
and Mars)
Max McGahan
Rosie Oddy +44 (0)20 7404
James Baker 5959
Hotel Chocolat
Angus Thirlwell, Co-Founder and CEO +44 (0)1763
Jonathan Akehurst, Chief Financial Officer 257 746
Lazard (Lead Financial Adviser and Rule 3
Adviser to Hotel Chocolat)
William Lawes
Davin Staats
Fariza Steel +44 (0)20 7187
Adam Blin 2000
Liberum (Co-Financial Adviser, Nominated
Adviser and Corporate Broker to Hotel Chocolat)
Dru Danford
Tim Medak
Ed Thomas +44 (0)20 3100
Matt Hogg 2000
Citigate Dewe Rogerson (Financial Communications
Adviser to Hotel Chocolat)
Angharad Couch
Ellen Wilton +44 (0)20 7638
Alex Winch 9571
Freshfields Bruckhaus Deringer LLP is acting as legal adviser to
Bidco and Mars in connection with the Acquisition. Herbert Smith
Freehills LLP is acting as legal adviser to Hotel Chocolat in
connection with the Acquisition.
Important notices
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 Hotel
Chocolat in any jurisdiction in contravention of applicable law.
The Acquisition will be implemented solely pursuant to the terms of
the Scheme Document (or, if the Acquisition is implemented by way
of a Takeover Offer, the offer document), which will contain the
full terms and conditions of the Acquisition, including details of
how to vote in respect of the Acquisition. Any vote in respect of
the Scheme or other response in relation to the Acquisition should
be made only on the basis of the information contained in the
Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the offer document).
This announcement does not constitute a prospectus, prospectus
equivalent document or exempted document.
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
Notices related to financial advisers
Morgan Stanley, which is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the Financial
Conduct Authority and the Prudential Regulation Authority, is
acting exclusively as financial adviser to Bidco and Mars and no
one else in connection with the matters contained in this
announcement and Morgan Stanley, its affiliates and their
respective directors, officers, employees and agents will not
regard any other person as their client, nor will they be
responsible to anyone other than Bidco and Mars for providing the
protections afforded to clients of Morgan Stanley nor for providing
advice in connection with the matters contained in this
announcement or any other matter referred to herein.
Lazard & Co., Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority ("FCA"), is
acting exclusively as lead financial adviser and Rule 3 adviser to
Hotel Chocolat and no one else in connection with the matters
described in this announcement and will not be responsible to
anyone other than Hotel Chocolat for providing the protections
afforded to clients of Lazard nor for providing advice in relation
to the contents of this announcement or any other matter or
arrangement referred to herein. Neither Lazard nor any of its
affiliates (nor their respective directors, officers, employees or
agents) 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 Lazard in connection with this announcement, any matter,
arrangement or statement contained or referred to herein or
otherwise.
Liberum, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for
Hotel Chocolat and for no one else in connection with the subject
matter of this announcement and will not be responsible to anyone
other than Hotel Chocolat for providing the protections afforded to
its clients or for providing advice in connection with the subject
matter of this announcement. Neither Liberum nor any of its
affiliates (nor their respective directors, officers, employees or
agents) 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 Liberum in connection with the Acquisition, this announcement,
any statement contained herein or otherwise. No representation or
warranty, express or implied, is made by Liberum as to the contents
of this announcement.
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END
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