TIDMELTA
RNS Number : 2613P
Electra Private Equity PLC
15 October 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
Electra Private Equity PLC
Publication of Prospectus and Circular to Shareholders relating
to the proposed demerger of Hostmore plc and Notice of General
Meeting
15 October 2021
Further to the announcement made earlier today regarding the
proposed demerger (the "Demerger") of Hostmore plc ("Hostmore")
from Electra Private Equity PLC ("Electra" or the "Company"), the
prospectus (the "Prospectus") relating to the proposed admission of
the Hostmore ordinary shares to the premium listing segment of the
Financial Conduct Authority ("FCA") and to trading on the main
market for listed securities of the London Stock Exchange plc has
been approved by the FCA and published by Hostmore.
A shareholder circular relating to the Demerger (the "Circular")
and a copy of the Prospectus will be posted to Electra shareholders
shortly.
The Circular contains a Notice of General Meeting ("GM") at
which the resolutions to approve the Demerger from Electra and
related matters will be put to shareholders. The GM will be held at
11.00 am on 1 November 2021 at the offices of Hogan Lovells
International LLP at Atlantic House, 50 Holborn Viaduct, London,
EC1A 2FG.
The Prospectus and Circular will be made available on Electra's
website at
https://www.electraequity.com/investor-relations/demerger-of-hostmore-plc
and the Prospectus will also be made available on Hostmore's
website at hostmoregroup.com. The Circular and Notice of General
Meeting has also been submitted to the National Storage Mechanism
and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Subject to the passing of the necessary shareholder resolutions
at the GM, it is expected that the Demerger will be completed and
that the Hostmore ordinary shares will be admitted to trading on
the London Stock Exchange's main market for listed securities by no
later than 8.00 am on 2 November 2021.
As part of the arrangements for the Demerger, Electra will enter
into a smaller related party transaction (within the meaning of
Listing Rule 11.1.10 R) with the two Hostmore executive directors,
summary details of which are included in Appendix 1 and further
details of which are included in the Circular.
Following completion of the Demerger, it is intended that in the
next few months Electra will be renamed Unbound Group PLC
("Unbound"), as the parent company of Hotter Shoes, and will
transition to a listing on the Alternative Investment Market
("AIM") of the London Stock Exchange. Unbound will be an online
e-commerce platform for a range of brands focused on the 55+
demographic.
Appendix 1
SUMMARY OF TERMS OF SMALLER RELATED PARTY TRANSACTION (WITHIN
THE MEANING OF LISTING RULE 11.1.10 R)
The two Hostmore executive directors, namely the Chief Executive
Officer, Robert B. Cook, and the Chief Financial Officer, Alan
Clark, are statutory directors of companies within the Hostmore
Group (being Hostmore and its subsidiary undertakings from time to
time). As such, for so long as the Hostmore Group is a part of the
Electra Group (being Electra and its subsidiary undertakings from
time to time), both of Robert and Alan are considered "related
parties" of Electra for the purposes of the Listing Rules.
Wednesdays (Bidco) Limited, an entity within the Hostmore Group,
originally issued 20,000 A ordinary shares to certain members of
Hostmore management (including Robert. B. Cook and Alan Clark)
pursuant to a management incentive plan ("MIP") with an
unrestricted market value at the time of issue of GBP25,000, in
aggregate (the "MIP Shares"). Under the terms of the MIP, the MIP
Shares were designed for a sale exit scenario, on the assumption
that the MIP Shares would be acquired as part of a sale of
Electra's hospitality business and Hostmore management would be
paid out in cash accordingly for the value of their MIP Shares at
that time. The MIP arrangements have been amended in connection
with the implementation of the Demerger, such that the MIP payments
that would have been payable in cash in a sale exit scenario will
instead be satisfied by the issue of new shares in Hostmore to
management prior to Admission.
The amendment to the MIP arrangements as they relate to Robert
B. Cook and Alan Clark is a related party transaction for the
purposes of LR 11. The value of the MIP Shares has been calculated
based on the anticipated value of Hostmore following the Demerger.
Based on the application of the relevant class tests, the related
party transaction falls within LR 11.1.10R and constitutes a
"smaller related party transaction".
The following numbers of Hostmore shares shall be issued to each
of Robert B. Cook and Alan Clark accounting for, in aggregate, c.
4.58% of the total number of Hostmore Shares anticipated to be in
issue at Admission.
Executive Director No. of MIP No. of shares Expected % shareholding
Shares in Hostmore* in Hostmore on Admission
Robert B. Cook 7,300 3,360,662 c.2.66%
----------- -------------- --------------------------
Alan Clark 5,260 2,421,518 c.1.92%
----------- -------------- --------------------------
The shares issued to the executive directors of Hostmore plc
form part of an issuance in satisfaction of MIP awards to wider
Hostmore Group management of 7.3% of the issued share capital of
Hostmore plc on Admission. In prior Electra reporting periods the
estimated value of MIP awards was treated as a minority interest in
the value of each asset and deducted prior to disclosure of the
value attributable to Electra shareholders.
*under the terms of the Demerger the holder of each Electra
share will receive 3 Hostmore shares.
S
ENQUIRIES
Electra Private Equity PLC
Gavin Manson, Chief Financial and Operating Officer
020 3874 8300
Vico Partners
John Sunnucks, Sofia Newitt
020 3957 5045
Joint Financial Advisers for the Demerger
Numis
Joint Financial Adviser and Joint Corporate Broker to Electra
Private Equity PLC
Stuart Dickson
Alec Pratt
Jonathan Abbott
+44 207 260 1000
HSBC Bank plc
Joint Financial Adviser and Joint Corporate Broker to Electra
Private Equity PLC
Simon Alexander
Sam McLennan
Alex Moraru
+44 20 7991 8888
NOTES TO EDITORS
Electra Private Equity PLC
Electra is a private equity investment trust which has been
listed on the London Stock Exchange since 1976. Electra's
investment objective is to follow a realisation strategy, which
aims to crystallise value for shareholders, through balancing the
timing of returning cash to shareholders with maximisation of
value. Since 1 October 2016, Electra has distributed over GBP2
billion to shareholders through ordinary dividends, special
dividends and share buybacks.
Hostmore plc
Hostmore is a growing hospitality business with its current
operations focused on the American-themed casual dining brand,
'Fridays', and the cocktail-led bar and restaurant brand,
'63rd+1st'. While Fridays has been trading for over three decades
in the UK, Hostmore was established in 2021 to provide a platform
for the development of hospitality brands under the leadership of
an experienced management team that has a track record of building
businesses in the hospitality and leisure sectors. Hostmore's
businesses are defined by their iconic brand experience and vibrant
heritage. As of 30 September, Hostmore operated 87 restaurants in
the United Kingdom and Jersey, a majority of which are located in
high footfall locations, including retail parks, shopping centres
and city centres. Hostmore is exploring opportunities with TGI
Friday's, Inc., the franchisor of Fridays, to expand its existing
brands into new franchise territories and is seeking to add rapidly
growing, early-stage businesses to its portfolio of complementary
hospitality brands, as well as to extend its offering in other
experience-led, leisure concepts.
Unbound Group PLC
Unbound Group PLC will be the parent company for a range of
brands focused on the 55+ demographic. Initially focused on Hotter
Shoes, Unbound Group will provide a broader range of products and
services to support and enhance the active lifestyles and wellbeing
of its targeted customer community. This online e-commerce platform
will be based on the foundations of Hotter as a trusted brand,
cloud-based digital infrastructure, and strong customer
personalisation through data insight. Unbound Group's expanded
offering beyond Hotter footwear will feature apparel and wellness
products and services, alongside third-party complementary
brands.
Hotter Shoes
Hotter Shoes has been transformed from a retail to a
multi-channel business with a strong and growing digital focus over
the last 2 years, and is now a fast-growing, profitable and
cash-generative e-commerce focused footwear brand. Hotter provides
footwear with uncompromising focus on comfort and fit through the
use of differentiating technology, to a targeted demographic that
values its brand and products. Hotter's direct-to-consumer channels
now reach 29% of the female population in the UK over the age of
55, providing them with footwear that allows them to do more of
what they love. Cultural and demographic shifts now provide an
opportunity to further monetise the existing Hotter customer
database and grow it through the addition of similarly themed
products beyond footwear.
FURTHER INFORMATION
This communication is being made for information purposes only
in connection with the Demerger, Admission and the subsequent,
proposed transfer of Electra's listing to AIM and does not purport
to be full or complete.
The distribution of this announcement in jurisdictions other
than the United Kingdom may be restricted by law and persons into
whose possession this document comes should inform themselves about
and observe any relevant restrictions. In particular, this document
may not be published or distributed, directly or indirectly, in or
into the United States of America, Canada, Australia, Japan or
South Africa.
This communication is not for publication or distribution,
directly or indirectly, in or into the United States (including its
territories and possessions, any State of the United States and the
District of Columbia). This communication does not constitute or
form part of an offer of securities for sale or solicitation of an
offer to purchase securities in the United States, Canada,
Australia, Japan, South Africa or in any other jurisdiction in
which such offer may be restricted. The securities referred to in
this communication have not been, and will not be, registered under
the US Securities Act of 1933, as amended (the "Securities Act"),
or the securities laws of any state in the United States and may
not be offered or sold in the United States, except in reliance on
an applicable exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act. There will be
no public offering of securities in the United States.
In the United Kingdom, this communication is being distributed
only to, and is directed only at: (A) (i) persons who are
"investment professionals" specified in Article 19(5) of the
Financial Services and Markets Act (Financial Promotion) Order
2005, as amended (the "Order") and/or (ii) persons who fall within
Article 49(2)(a) to (d) of the Order (and only where the conditions
contained in those Articles have been, or will at the relevant time
be, satisfied); and (B) persons who are "qualified investors"
within the meaning of Article 2(e) of the Prospectus Regulation
(Regulation (EU) 2017/1129) as it forms part of United Kingdom law
by virtue of the EU (Withdrawal) Act 2018; and (C) persons to whom
it may otherwise lawfully be communicated (all such persons
detailed in (A), (B) and (C) together being referred to as
"Relevant Persons"). Any person in the United Kingdom who is not a
Relevant Person must not act or rely on this communication or any
of its contents. In the United Kingdom, any investment or
investment activity to which this communication relates is
available only to Relevant Persons and will be engaged in only with
Relevant Persons. By accepting receipt of this communication, each
recipient is deemed to confirm, represent and warrant that they are
a Relevant Person.
In the member states of the European Economic Area (the "EEA"),
this communication is directed only at persons who are "qualified
investors" within the meaning of Article 2(e) of the Prospectus
Regulation (Regulation 2017/1129/EU)("Qualified Investors").This
communication must not be acted or relied upon by, and no
investment will be made available to nor any investment activity
will be engaged in with any persons who are not Qualified
Investors. By accepting receipt of this communication, each
recipient is deemed to confirm, represent and warrant that they are
a Qualified Investor.
The contents of this announcement have been prepared by and are
the sole responsibility of Electra.
This announcement does not constitute an offer or invitation to
sell or issue, or a solicitation of an offer or invitation to
purchase or subscribe for any securities in any jurisdiction nor
shall it (or any part of it) or the fact of its distribution, form
the basis of, or be relied on in connection with any contract
therefor. No offer of shares of Hostmore will be made as part of
the Demerger and the Prospectus will be published solely in
connection with the proposed Admission.
This announcement may not be relied upon for the purpose of
entering into any transaction and should not be construed as, nor
be relied on in connection with, any offer, invitation or
inducement to purchase or subscribe for, or otherwise acquire, hold
or dispose of any securities of Electra and/or Hostmore and shall
not be regarded as a recommendation in relation to any such
transaction whatsoever.
HSBC Bank plc ("HSBC") , which is authorised by the Prudential
Regulation Authority (the "PRA") and regulated in the United
Kingdom by the FCA and the PRA, and Numis Securities Limited
("Numis" and together with HSBC, the "Banks") which is authorised
and regulated in the United Kingdom by the FCA, are acting as
financial advisers and corporate brokers exclusively for Electra
and as financial advisers exclusively for Hostmore, Numis is acting
exclusively as sponsor for Hostmore and HSBC is acting exclusively
as listing agent for Hostmore in connection with the Demerger and
Admission, and in each case for no one else in connection with the
Demerger, Admission or any other matters described in this
distribution and will not regard any other person (whether or not a
recipient of this communication) other than Electra and Hostmore as
a client in connection with the Demerger, Admission or any other
related matters and will not be responsible to anyone other than
Electra and the Hostmore group for providing the protections
afforded to their respective clients nor for providing advice to
any such other person in connection with the Demerger, Admission,
or any other matters referred to in this presentation. Apart from
the responsibilities and liabilities, if any, which may be imposed
on the Banks by the Financial Services and Markets Act 2000 or the
regulatory regime established thereunder, none of the Banks nor any
of their respective affiliates, directors, officers or employees
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, consequential, whether in contract, in
tort, in delict, under statute or otherwise) to any person who is
not a client of HSBC or Numis (as applicable) for the contents of
this presentation or its accuracy, completeness or verification or
for any other statement made or purported to be made by it, or on
its behalf, or by any other person(s) in connection with the
Demerger, Admission, this communication, any statement contained
herein, or otherwise.
The information in this communication does not purport to be
comprehensive and has not been independently verified by the Banks,
any of their respective group undertakings or affiliates or any of
their respective members, directors, officers, employees, agents or
affiliates. Except in the case of their respective fraudulent
misrepresentation, no responsibility or liability is accepted by
the Banks, any of their respective group undertakings or affiliates
or by any of their respective members, directors, officers,
employees, agents or affiliates as to or in relation to the
accuracy, completeness or sufficiency of this communication or any
other written or oral information made available to any interested
party or its advisers or for any loss whatsoever arising from or in
connection with use of or reliance on this communication and any
such liability is expressly disclaimed. No representation or
warranty, express or implied, is made as to the fairness, accuracy,
completeness or correctness of the information or opinions
contained in this communication and no reliance should be placed on
such information or opinions. The information contained in this
communication is subject to change without notice and may not
contain all material information relating to the products,
investment and transaction referred to herein. None of the Company,
the Banks nor any of their respective group undertakings or
affiliates is under any obligation or give any undertaking to
provide the recipient with access to any additional information or
to update this communication or any additional information or to
correct any inaccuracies in it which may become apparent, and it
reserves the right, without giving reasons, at any time and in any
respect to amend or terminate the proposal(s) described herein.
Certain statements made in this announcement are forward-looking
statements and by their nature, all such forward-looking statements
involve risk and uncertainty. Forward-looking statements include
all matters that are not historical facts and often use words such
as "expects", "may", "will", "could", "should", "intends", "plans",
"predicts", "envisages" or "anticipates" or other words of similar
meaning. These forward-looking statements are based on current
beliefs and expectations based on information that is known to
Electra and/or Hostmore at the date of this announcement. Actual
results of the Electra Group and/or the Hostmore Group and/or their
respective industries may differ from those expressed or implied in
the forward-looking statements as a result of any number of known
and unknown risks, uncertainties and other factors, including, but
not limited to, the effects of the COVID-19 pandemic and
uncertainties about its impact and duration, many of which are
difficult to predict and are generally beyond the control of
Electra and/or Hostmore (as applicable). Persons receiving this
announcement should not place undue reliance on any forward-looking
statements. Unless otherwise required by applicable law or
regulation Electra, Hostmore and its respective advisers (including
the Banks, in the capacity set out above) disclaim any obligation
or undertaking to update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.
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