Action Hotels PLC Scheme sanctioned by Court (4895E)

TIDMAHCG

RNS Number : 4895E

Action Hotels PLC

18 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)

FOR

ACTION HOTELS PLC

Scheme sanctioned by Court

Action Hotels (LSE: AHCG) is pleased to announce that the Court has today sanctioned the Scheme by which the recommended offer of Action Hotels by Action Real Estate Co KSCC ("Action Real Estate"), a subsidiary of Action Group Holdings Co KSCC ("AGH"), is being implemented.

The Scheme will become effective upon the Court order being delivered to the Registrar of Companies, which is expected to take place on 19 October 2018.

Trading in Action Hotels Shares on AIM will be suspended with effect from 7.30a.m. on 19 October 2018 and the listing of Action Hotel's Shares will be cancelled with effect from 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] 
 
   Timetable of Principal Events Event                                                                  Time and/or date 
     Scheme Court Sanction Hearing                                           18 October 2018 
     Last day of dealings in, for registration of                            18 October 2018 
     transfers of, and disablement 
     in CREST of, Action Hotels Shares 
     Scheme Record Time                                            6 p.m. on 18 October 2018 
     Suspension of trading in Action Hotels Shares              7.30 a.m. on 19 October 2018 
     Effective Date of the Scheme                                            19 October 2018 
     Cancellation of listing of Action Hotels                by 8.00 a.m. on 22 October 2018 
     Cheques despatched to certificated holders and     within 14 days of the Effective Date 
     CREST accounts of Action 
     Hotels Shareholders credited with cash due under 
     the Scheme 
     Long Stop Date                                                         31 December 2018 
 
 

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.

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October 18, 2018 06:38 ET (10:38 GMT)