Action Hotels PLC Results of Court Meeting and General Meeting (7608B)

TIDMAHCG

RNS Number : 7608B

Action Hotels PLC

24 September 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)

FOR

ACTION HOTELS PLC

RESULTS OF COURT MEETING AND GENERAL MEETING

The Board of Action Hotels (LSE: AHCG) is pleased to announce that, at the Court Meeting and the General Meeting held earlier today in connection with the recommended acquisition by Action Real Estate Co KSCC ("Action Real Estate"), a subsidiary of Action Group Holdings Co KSCC, of the entire issued and to be issued ordinary share capital of Action Hotels, to be effected by way of a scheme of arrangement under Article 125 of the Jersey Companies Law (the "Scheme"), all of the resolutions proposed were duly passed.

At the Court Meeting, a majority in number of Scheme Shareholders, who voted (either in to person or by proxy) and who together represented over 3/4ths of the voting rights of Scheme Shareholders who are on the Company's register of members at the Voting Record Time, voted in favour of the resolution to approve the Scheme. The resolution was accordingly passed.

At the General Meeting, the requisite majority of Action Hotels Shareholders voted (either in to person or by proxy) to pass the Special Resolutions in connection with i) amending the Articles to give authority to the directors to take all such actions as may be necessary to implement the Scheme; and ii) the de-listing of the Action Hotels Shares from the AIM Market.

Full details of the resolutions passed are set out in the notices of the Court Meeting and General Meeting contained in the scheme document dated 31 August 2018 that was sent to Action Hotels Shareholders (the "Scheme Document"), a copy of which is available on Action Hotel's website at www.actionhotels.com.

Unless otherwise stated, capitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Document.

Voting results of the Court Meeting

At the time of voting there were 147,637,195 Action Hotels Shares in issue. Of those Action Hotels Shares, 107,896,105 were Excluded Shares and so the holders thereof were not entitled to vote at the Court Meeting. This meant that 39,741,105 Action Hotels Shares were considered to be Scheme Shares and only the holders thereof were entitled to vote at the Court Meeting. Voting was taken on a poll and the results were as follows:

 
 Results      Number of        Percentage     Number of              Percentage      Number of 
  of Court     Scheme Shares    of Scheme      Scheme Shareholders    of Scheme       Scheme Shares 
  Meeting      in respect       Shares that    who voted              Shareholders    voted as 
               of which         voted for                             who voted       a percentage 
               votes were       and against                                           of Scheme 
               cast             in respect                                            Shares entitled 
                                of which                                              to vote 
                                votes were                                            on the Scheme 
                                cast 
 FOR              22,827,795         99.66%                     21          72.41%             57.44% 
             ---------------  -------------  ---------------------  --------------  ----------------- 
 AGAINST              78,512          0.34%                      8          27.59%              0.19% 
             ---------------  -------------  ---------------------  --------------  ----------------- 
 TOTAL            22,906,307           100%                     29            100%             57.63% 
             ---------------  -------------  ---------------------  --------------  ----------------- 
 

Voting results of the General Meeting

At the General Meeting, voting on the Special Resolutions was taken on a poll and the results were as follows:

 
 Special Resolution    Number of votes   Percentage of votes 
  1 
 FOR                       138,107,042                99.97% 
                      ----------------  -------------------- 
 AGAINST                        42,788                 0.03% 
                      ----------------  -------------------- 
 TOTAL                     138,149,830                  100% 
                      ----------------  -------------------- 
 WITHHELD *                      3,847 
                      ----------------  -------------------- 
 
 
 Special Resolution    Number of votes   Percentage of votes 
  2 
 FOR                       135,717,042                98.24% 
                      ----------------  -------------------- 
 AGAINST                     2,432,788                 1.76% 
                      ----------------  -------------------- 
 TOTAL                     138,149,830                  100% 
                      ----------------  -------------------- 
 WITHHELD *                      3,847 
                      ----------------  -------------------- 
 

* A vote withheld is not a vote in law and counts neither "For" nor "Against" the Special Resolution.

Scheme Court Hearing

In order to become effective, the Court will need to sanction the Scheme at the Scheme Court Hearing. It is anticipated that the Scheme Court Hearing will be held on or around 18 October 2018 and that the Scheme will become effective on or around 19 October 2018.

Expected Timetable of Events and Next Steps

Completion of the Offer remains subject to the satisfaction or (if capable of waiver) waiver of the remaining Conditions, including the aforementioned sanction of the Scheme. A full list of the Conditions to the implementation of the Offer is included in the Scheme Document.

It is intended that dealings in Action Hotels Shares will be suspended at 7.30 a.m. on 19 October 2018. The last day for dealings in, and for registration of transfers in Action Hotels Shares will therefore be 18 October 2018. If the Court sanctions the Scheme it is intended that Action Real Estate will procure that Action Hotels makes an application to cancel the admission to trading of Action Hotels Shares on AIM, the cancellation of listing to take effect on 22 October 2018. The above dates are indicative only and will depend, among other things, on the dates upon which the Court sanctions the Scheme and the date on which the Conditions are satisfied or (if capable of waiver) waived.

The expected timetable of remaining principal events is attached as an appendix to this announcement.

For more information please contact:

 
  Action Hotels plc 
    Andrew Lindley, Chief Financial Officer         [phone] 
    Katie Shelton, Director of Corporate Affairs     9663 
   WH Ireland Limited (Financial Adviser to 
    Action Hotels) 
    Adrian Hadden                                   [phone] 
    Jessica Cave                                     1666 
   Action Real Estate Co KSCC                       c/o finnCap: as 
    Vikas Arora, Chief Financial Officer             below 
   finnCap Ltd (Financial Adviser to AGH and 
    Action Real Estate) 
    Henrik Persson 
    Simon Hicks                                     [phone] 
    Max Bullen-Smith                                 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.

This Announcement is provided for informational purposes only and does not constitute an offer to sell, or an invitation to subscribe for, purchase or exchange, any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this Announcement in any jurisdiction in contravention of applicable law. This Announcement does not constitute a prospectus or a prospectus equivalent document.

Please be aware that addresses, electronic addresses and certain information provided by Action Hotels Shareholders, persons with information rights and other relevant persons for the receipt of communications from AGH or Action Real Estate may be provided to AGH or Action Real Estate during the Offer Period as requested under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

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 [phone].

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

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 during the course of the Offer. 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.

Any person entitled to receive a copy of documents, announcements and information relating to the Offer is entitled to receive such documents in hard copy form. Such person may request that all future documents, announcements and information in relation to the Offer are sent to them in hard copy form.

A hard copy form will not be sent to any person unless requested from Registrar by way of either written request to Computershare Investor Services (Jersey) Limited, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY or request by telephone on 0370 707 4040 (when telephoning from inside the UK) or on [phone] (when telephoning from outside the UK).

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable sets out expected dates for the implementation of the Scheme. All times shown in this document are London times unless otherwise stated. To the extent any of the below expected dates or times change, Action Hotels will give notice of any such changes and details of the revised dates and/or times to Action Hotels Shareholders by issuing an announcement through a Regulatory Information Service.

The following dates and times associated with the Scheme are subject to change and will depend on, among other things, (i) the date on which the Conditions to the Scheme are satisfied or, if capable of waiver, waived, (ii) the date on which the Court sanctions the Scheme and (iii) the date on which the Scheme Court Order is delivered to the Registrar of Companies for registration. Action Hotels will give adequate notice of all of these dates and times, when known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available on Action Hotels' website at www.actionhotels.com. Further updates and changes to these times will, at Action Hotels' discretion, be notified in the same way.

 
 Event                                                            Time and/or date 
 Scheme Court Sanction Hearing                                  a date expected to 
                                                          be in the fourth quarter 
                                                                     of 2018 ("D") 
 Last day of dealings in, for registration                                       D 
  of transfers of, and disablement in CREST 
  of, Action Hotels Shares 
 Suspension of trading in Action Hotels                  7.30 a.m. on D+1 Business 
  Shares                                                                       Day 
 Scheme Record Time                                      8.30 a.m. on D+1 Business 
                                                                               Day 
 Effective Date of the Scheme                                     D+1 Business Day 
 Cancellation of listing of Action Hotels                      by 8.00 a.m. on D+2 
                                                                      Business Day 
 Cheques despatched to certificated holders                  within 14 days of the 
  and CREST accounts of Action Hotels Shareholders                  Effective Date 
  credited with cash due under the Scheme 
 Long Stop Date                                                   31 December 2018 
 

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 [e-mail] or visit www.rns.com.

END

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September 24, 2018 11:27 ET (15:27 GMT)