Action Hotels PLC Scheme effective (5417E)

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      [phone] 
 WH Ireland Limited (Financial Adviser to 
  Action Hotels) 
  Adrian Hadden 
  Jessica Cave                                      [phone] 
 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                                 [phone] 
 

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 [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

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

END

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October 19, 2018 02:00 ET (06:00 GMT)