Offer for The hotgroup plc
Trinity Mirror PLC
01 September 2005
For immediate release
1 September 2005
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA OR JAPAN
Trinity Mirror plc
Recommended Cash Offer for the hotgroup plc
Summary
• The boards of Trinity Mirror plc ('Trinity Mirror') and the
hotgroup plc ('hotgroup' or 'the Company') are pleased to announce that they
have reached agreement on the terms of a recommended cash offer, to be made by
UBS Investment Bank on behalf of Trinity Mirror Acquisitions, for the entire
issued and to be issued share capital of hotgroup. hotgroup is a
technology-driven recruitment company consisting of two distinct businesses: an
online recruitment division and a traditional recruitment consultancy division.
hotgroup has grown principally through acquisitions over the last five years, as
well as organically
• The Offer will be 20.25 pence per hotgroup Share payable in cash
which values the issued share capital of hotgroup at approximately £50.5 million
• The Offer represents a premium of:
- 30.2% over the average Closing Price of 15.55 pence per hotgroup Share
for the 12 month period prior to 21 June 2005, the last business day prior to
the date hotgroup announced it had received a preliminary expression of interest
in relation to an offer;
- 72.3% over the Closing Price of 11.75 pence per hotgroup Share on 21
June 2005; and
- 3.8% over the Closing Price of 19.50 pence per hotgroup Share on 31
August 2005, the last business day prior to the date of this announcement
• The Directors of Trinity Mirror believe that the acquisition
will be beneficial to its shareholders. It continues Trinity Mirror's recent
strategy of pursuing carefully selected acquisitions to deepen and strengthen
Trinity Mirror's presence in key classified markets. Furthermore, it will
increase revenue diversification across recruitment services, online and print
• Trinity Mirror has received irrevocable undertakings to accept
the Offer from the Directors of the Company and from certain institutional
shareholders in respect of a total of 72,361,155 hotgroup Shares, representing
approximately 29.0% of the Company's issued share capital
Commenting on the Offer, Tony Reeves, Chairman and Chief Executive of hotgroup
said today:
'We are delighted that the hotgroup will become a part of Trinity Mirror. The
cash offer from Trinity Mirror represents an opportunity for shareholders to
benefit from a significant premium to the price prior to the announcement that
we had received an approach. Assuming completion of the Offer, the hotgroup will
become an integral part of Trinity Mirror and will benefit from the enhanced
financial strength to continue developing the business.'
Commenting on the Offer, Sly Bailey, Chief Executive of Trinity Mirror said
today:
'We are delighted to have reached agreement with the Board of the hotgroup. We
see exciting opportunities for the management and continued development of the
hotgroup alongside our existing recruitment advertising businesses and the
acquisition is consistent with our strategy of growing Trinity Mirror's core
classified franchises both on- and off-line.'
This summary should be read in conjunction with the full text of the following
announcement.
Enquiries:
Trinity Mirror
Sly Bailey +44 (0) 20 7293 3000
Vijay Vaghela +44 (0) 20 7293 3000
UBS Investment Bank (financial adviser to Trinity Mirror)
Adam Joy +44 (0) 20 7567 8000
Simon Warshaw +44 (0) 20 7567 8000
hotgroup
Tony Reeves +44 (0) 870 202 0121
Steve Wright +44 (0) 870 202 0121
Strand Partners Limited (financial adviser to hotgroup)
Simon Raggett +44 (0) 20 7409 3494
The following announcement contains definitions of certain expressions used in
this summary.
UBS Investment Bank is acting exclusively for Trinity Mirror and for no one else
in relation to the Offer and will not be responsible to anyone other than
Trinity Mirror for providing the protections afforded to clients of UBS
Investment Bank or for giving advice in relation to the Offer or any other
matter referred to in this announcement.
Strand Partners, which is authorised and regulated in the United Kingdom by the
Financial Services Authority for designated investment business, is acting
exclusively for hotgroup and for no one else in relation to the Offer and will
not be responsible to anyone other than hotgroup for providing the protections
afforded to clients of Strand Partners or for giving advice in relation to the
Offer or any other matter referred to in this announcement.
The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe, any
applicable requirements. This announcement has been prepared for the purpose of
complying with English law and the City Code and the information disclosed may
not be the same as that which would have been disclosed if this announcement had
been prepared in accordance with the laws of jurisdictions outside the UK.
The Offer is not being made, and will not be made, directly or indirectly, in or
into, or by the use of the mails or by any means or instrumentality (including,
without limitation, telephonically or electronically) of interstate or foreign
commerce or by any facilities of a national securities exchange of, the United
States of America, Canada, Australia or Japan and the Offer will not be capable
of acceptance by any such use, means, instrumentality or facility or from within
those jurisdictions. Accordingly, copies of this announcement are not being, and
must not be, mailed, transmitted or otherwise forwarded, distributed or sent, in
whole or in part, in, into or from the United States of America, Canada,
Australia or Japan. Custodians, nominees and trustees should observe these
restrictions and should not send or distribute this announcement in, into or
from the United States of America, Canada, Australia or Japan.
The Trinity Mirror Directors and the Trinity Mirror Acquisitions Directors
accept responsibility for the information contained in this announcement, other
than that relating to hotgroup, the hotgroup Group, the hotgroup Directors and
members of their immediate families, related trusts and persons connected with
them (within the meaning of Section 346 of the Companies Act) and information
relating to the recommendation of the Offer. To the best of the knowledge and
belief of the Trinity Mirror Directors and the Trinity Mirror Acquisitions
Directors (who have taken all reasonable care to ensure that such is the case),
the information contained in this announcement for which they are responsible is
in accordance with the facts and does not omit anything likely to affect the
import of such information.
The hotgroup Directors accept responsibility for the information contained in
this announcement relating to hotgroup, the hotgroup Group, the hotgroup
Directors and members of their immediate families, related trusts and persons
connected with them (within the meaning of Section 346 of the Companies Act) and
information relating to the recommendation of the Offer. To the best of the
knowledge and belief of the hotgroup Directors (who have taken all reasonable
care to ensure that such is the case), the information contained in this
announcement for which they are responsible is in accordance with the facts and
does not omit anything likely to affect the import of such information.
This announcement may contain 'forward-looking statements' concerning the
hotgroup Group and the Trinity Mirror Group. Generally, the words 'anticipate',
'believe', 'estimate', 'expect', 'forecast', 'intend', 'may', 'plan', 'project',
'should' and 'will' or similar expressions identify forward-looking statements.
Such statements reflect the relevant company's current views with respect to
future events and are subject to risks and uncertainties that could cause the
actual results to differ materially from those expressed in the forward-looking
statements. Many of these risks and uncertainties relate to factors that are
beyond the companies' abilities to control or estimate precisely, such as
changes in general economic and business conditions, changes in currency
exchange rates and interest rates, lack of acceptance of new exchange rates and
interest rates, introduction of competing products or services, lack of
acceptance of new products or services, changes in business strategy and the
behaviour of other market participants and therefore undue reliance should not
be placed on such statements. Neither hotgroup nor Trinity Mirror intends or
assumes any obligation to update these forward-looking statements.
Under the provisions of Rule 8.3 of the City Code, any person, who alone or
acting together with any other person(s) pursuant to an agreement or
understanding (whether formal or informal) to acquire or control relevant
securities of hotgroup, owns or controls, or becomes the owner or controller,
directly or indirectly, of one per cent. or more of any class of securities of
hotgroup is required to notify a Regulatory Information Service and the Panel,
by not later than 12.00 noon (London time) on the London business day following
the date of the relevant transaction, of dealings in such securities of that
company (or in any option in respect of, or derivative referenced to, any such
securities) during the period to the date on which the Offer becomes or is
declared unconditional as to acceptances or lapses or is otherwise withdrawn.
Under the provisions of Rule 8.1 of the City Code, all dealings in relevant
securities of hotgroup by Trinity Mirror or hotgroup, or by any of their
respective 'associates' (within the meaning of the City Code), must also be
disclosed.
If you are in any doubt as to the application of Rule 8 to you, please contact
an independent financial adviser authorised under the Financial Services and
Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or
contact the Panel on telephone number +44 (0) 20 7638 0129; fax number +44 (0)
20 7236 7013.
This announcement does not constitute an offer to sell or the solicitation of an
offer to subscribe for or buy any securities, nor shall there be any sale,
issuance or transfer of the securities referred to in this announcement in any
jurisdiction in contravention of applicable law.
For immediate release
1 September 2005
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA OR JAPAN
Trinity Mirror plc
Recommended Cash Offer for the hotgroup plc
Introduction
The boards of Trinity Mirror plc ('Trinity Mirror') and the hotgroup plc ('
hotgroup' or 'the Company') are pleased to announce that they have reached
agreement on the terms of a recommended cash offer, to be made by UBS Investment
Bank on behalf of Trinity Mirror Acquisitions, for the entire issued and to be
issued share capital of hotgroup.
The Offer
On behalf of Trinity Mirror Acquisitions, UBS Investment Bank will offer to
acquire, on the terms and subject to the conditions set out in Appendix I to
this announcement and to be set out or referred to in the Offer Document and the
Form of Acceptance, the entire issued and to be issued share capital of
hotgroup, on the following basis:
for each hotgroup Share 20.25 pence in cash
The Offer values the issued share capital of the Company at approximately £50.5
million and represents a premium of:
- 30.2% over the average Closing Price of 15.55 pence per hotgroup Share
for the 12 month period prior to 21 June 2005, the last business day prior to
the date hotgroup announced it had received a preliminary expression of interest
in relation to an offer;
- 72.3% over the Closing Price of 11.75 pence per hotgroup Share on 21
June 2005; and
- 3.8% over the Closing Price of 19.50 pence per hotgroup Share on 31
August 2005, the last business day prior to the date of this announcement
The sources and bases of certain financial information contained in this
announcement are set out in Appendix III.
The hotgroup Shares will be acquired by Trinity Mirror Acquisitions free from
all liens, charges, encumbrances, rights of pre-emption and any other third
party rights of any nature whatsoever and together with all rights attaching
thereto including the right to receive in full all dividends and other
distributions declared, paid or made after the date of this announcement.
Background to and reasons for the Offer
Background to the Offer
Trinity Mirror is the UK's largest newspaper publisher, with a portfolio of over
250 newspaper titles and over 100 online, magazine and other media brands.
Trinity Mirror's stated strategy is to 'stabilise, revitalise and grow' business
performance. Trinity Mirror continues to focus on improving business
efficiency, through a combination of tighter cost management and a more focussed
publishing approach across the Group. This ongoing process has delivered
improved performance from individual brands and businesses, while increasing the
value of the Group by capturing the full benefits of scale, sharing best
practice and ensuring that the right levels of focus, performance measures and
incentives are in place.
In addition, Trinity Mirror is seeking new opportunities for growth within and
beyond its existing operations, maintaining the key objective of enhancing
shareholder value. This pursuit of growth has been implemented through a
combination of investment in core businesses, launches of new newspaper titles,
websites and other publications, and more recently through carefully selected
acquisitions. A particular focus of this activity has been to deepen and
strengthen Trinity Mirror's presence in key classified markets in general and in
recruitment in particular. The Directors of Trinity Mirror believe that the
acquisition of hotgroup is a logical step in continuing this strategy.
Reasons for the Offer
The Directors of Trinity Mirror believe that the acquisition will be beneficial
to its shareholders, customers and employees.
In particular, shareholders in Trinity Mirror will benefit from the value
intended to be created by:
• Deepening penetration in existing markets and accelerating Trinity
Mirror's growth in new markets and channels for classified advertising and
services
hotgroup represents an opportunity for Trinity Mirror to further enhance the
scale and scope of its recruitment classified advertising offering. The
combination of hotgroup's market leading online recruitment network and the
scale and scope of the Trinity Mirror newspaper portfolio, will strengthen
Trinity Mirror's position in the online recruiting market place. Furthermore,
the acquisition of hotgroup, with its combination of both online and '
traditional' recruitment assets, will offer Trinity Mirror the opportunity to
selectively broaden and deepen the services it offers to both recruitment
advertisers and job seekers alike.
The Directors of Trinity Mirror also believe that with hotgroup as a part of its
portfolio of operations, Trinity Mirror will be better placed to exploit the
opportunities in classified advertising being driven by the increasing use of
technology in general and the growth of the internet in particular.
• Increasing revenue diversification across online and print
According to the Advertising Association, the UK's online recruitment
advertising market continues to experience strong growth. It is currently worth
£119m (in 2004) and is forecast to grow by over 100% to c. £269m by 2006. Online
recruitment advertising revenues grew by 53% in 2004 over 2003. Trinity
Mirror's management believes that online advertising now accounts for
approximately 9% of the total recruitment advertising market in the UK.
As one of the largest online recruitment businesses in the UK, hotgroup
represents a significant opportunity for Trinity Mirror to accelerate the growth
of its online recruitment advertising activities. The combination of a strong
portfolio of online properties within hotgroup and Trinity Mirror's local
newspaper expertise and national newspaper portfolio will deliver a more diverse
mix of revenues than is currently the case. This diversification is further
enhanced by the opportunity to consider where and how to develop hotgroup's
specialist traditional recruitment businesses.
• Further development of Trinity Mirror's stated strategy
Trinity Mirror has stated that it intends to seek growth opportunities beyond
its traditional print businesses, and hotgroup represents a good opportunity to
achieve a further step forward in the development of Trinity Mirror's strategy
to serve the recruitment market.
In combination with the development of Trinity Mirror's directories businesses,
its continued involvement in the fish4 consortium, its launch so far in 2005 of
17 new magazines, newspapers and online services, and its development of the
online aspects of its existing brands, the proposed acquisition demonstrates the
Trinity Mirror Group's commitment to developing a diversified portfolio of
classified businesses with a focus on developing the significant online
potential within these sectors.
Undertakings to accept the Offer
Irrevocable undertakings to accept (or procure the acceptance of) the Offer have
been received from hotgroup Directors in respect of an aggregate of 23,807,340
hotgroup Shares (being their entire beneficial holdings and those of certain
connected persons) as set out in the table below. These undertakings remain
binding unless the Offer lapses or is withdrawn.
Number of Percentage of
hotgroup Shares issued share
capital
%
i) Directors of hotgroup
Anthony Reeves 8,557,468 3.43
Harvey Sinclair 3,025,633 1.21
Steve Wright 403,162 0.16
Don Hanson 11,505,680 4.61
John Sanderson 315,397 0.13
Total 23,807,340 9.54
Certain other hotgroup Shareholders have given irrevocable undertakings to
accept (or procure acceptance of) the Offer in respect of the hotgroup Shares
set out in the table below. These undertakings will cease to be binding if a
third party announces a firm intention to make an offer under Rule 2.5 of the
City Code for the whole of the issued share capital of hotgroup (other than any
such shares which at the date of the relevant offer are already held by the
third party offeror) under which the amount or value of the consideration
offered for each ordinary share in hotgroup is in the reasonable opinion of such
shareholders not less than 10% greater than the value per share offered pursuant
to the Offer, and Trinity Mirror Acquisitions has not within 7 days of the date
of posting of such competing offer announced a revised offer which exceeds the
value of such competing offer.
The obligations in such undertakings will also lapse and cease to have effect:
(a) if the Offer Document has not been posted within 28 days of the date of this
announcement or within such longer period as Trinity Mirror Acquisitions and
hotgroup may, with the consent of the Panel, determine; or (b) if the Offer
lapses or is withdrawn without becoming unconditional in all respects; or (c) on
the expiry of 14 days from the date on which the Offer becomes unconditional or
such longer period, up to a maximum of 2 months, specified in the Offer
Document, over which the Offer remains open for acceptance; or (d) if such
shareholders are required to withdraw such undertakings by any court or
competent regulator; or (e) if there is a material change in the information
relating to the Offer upon which the decision to provide such undertaking was
based and such shareholder deems it necessary to revoke the undertaking as a
result thereof.
ii) Name
Morley Fund Management 24,327,796 9.75
New Star Asset Management 24,226,019 9.71
Sub-total 48,553,815 19.46
Total 72,361,155 29.00
In total therefore, irrevocable undertakings to accept (or procure the
acceptance of) the Offer have been received in respect of an aggregate of
72,361,155 hotgroup Shares, representing approximately 29.0% of the Company's
issued share capital.
In addition, each of the hotgroup Directors has granted Trinity Mirror
Acquisitions an option to acquire, at the Offer Price, the number of hotgroup
Shares set out opposite his name above. Each option is exercisable by Trinity
Mirror Acquisitions until the earlier of (i) the date on which the Offer becomes
or is declared wholly unconditional and (ii) assuming the Offer is made, 3
business days after the date of withdrawal or lapsing of the Offer.
Information on Trinity Mirror
Trinity Mirror was created in 1999 following the merger of Trinity PLC and
Mirror Group PLC. It is the UK's largest newspaper publisher, with a portfolio
of over 250 newspaper titles and over 100 online, magazine and other media
brands. It operates across four principal divisions:
The Nationals division publishes five major daily and Sunday newspapers: across
the UK the Daily Mirror, the Sunday Mirror and the People; in Scotland the Daily
Record and the Sunday Mail. Over the course of a week, nearly a quarter of the
UK adult population reads at least one of Trinity Mirror's national newspapers.
The Regionals division, comprising nine operating companies in six regions,
publishes morning, evening and Sunday newspapers, plus a host of free and
paid-for weekly titles. These newspapers are strong, often market leading brands
which sit at the heart of the communities they serve. The portfolio includes
three of the top ten regional evening papers and three of the top ten Sundays.
The Sports division comprises four brand-leading sports newspaper titles, led by
the Racing Post, and complemented by leading websites such as Racingpost.co.uk.
These titles are the leading suppliers of comprehensive sports betting
information, statistics and impartial advice, particularly in the field of
horseracing, to an expanding audience of sports betting enthusiasts.
The Magazines and Exhibitions division comprises a diverse portfolio of
specialist business-to-consumer and business-to-business magazines and
exhibitions. These provide readers, advertisers, exhibitors and attendees with
information on and insight into their respective markets.
Embedded in the above divisions, Trinity Mirror publishes a growing portfolio of
online brands generating increasingly healthy revenue streams. This portfolio
includes recently relaunched websites for the national newspapers, the icNetwork
(a network of regional websites which provide local information on current
affairs, entertainment, business, property, weather and sport) and the company's
investment in fish4. And over the last year Trinity Mirror has launched several
regional classified recruitment advertising sites to complement both its print
brands and fish4. Trinity Mirror has also recently acquired Smartnewhomes.com,
the UK's leading website serving new home builders, and GAAPweb.com, the leading
online recruitment site for financial jobs.
Trinity Mirror is listed on the London Stock Exchange (symbol TNI) and is
headquartered at Canary Wharf in London. The Group employs approximately 11,000
people in centres across the UK.
In the 53 weeks to 2nd January 2005, Trinity Mirror generated turnover of
£1,141.7m (up 4.3% on 2003) (2003: £1,095.1m) and Group operating profit before
exceptional items of £253.1m (up 19.1% on 2003) (2003: £212.5m). Earnings per
share before exceptional items was 50.9p (up 23.8% on 2003) (2003: 41.1p). At
2nd January 2005 the Group had net assets of £1,143.7m (2003: £1,025.9m).
Information on hotgroup
hotgroup is a technology-driven recruitment company consisting of two distinct
businesses: an online recruitment division and a traditional recruitment
consultancy division. The group has grown principally through acquisitions over
the last five years, as well as organically.
Since February 2003, hotgroup has completed 7 acquisitions to enhance its online
business and 6 in the traditional recruitment sector, enabling it to expand the
existing business franchises in high growth markets and allowing further
exploitation of synergies between the two divisions.
The group's online division is now believed to be the second largest online
recruitment business in the UK in terms of traffic. The audit completed by ABCe
in May 2005 indicated traffic across the whole network in excess of 1.14 million
monthly unique users. Management data suggests that monthly traffic averages
over one million unique users a month and that in excess of 250,000 applications
are served to employers every month. In addition, the online network currently
has 2.23 million registered users in its database, in excess of 1 million
searchable candidate CVs and advertises typically 30,000-40,000 jobs. Its
client base includes T-Mobile, McDonald's, Natwest, Pizza Hut, B&Q, Adecco and
Blue Arrow. The division is split into two separate propositions, workthing.com
and hotonline.com. Workthing is the only jobsite in the UK to advertise jobs
exclusively for employers direct, whilst hotonline focuses on serving the
recruitment consultancy market with the UK's leading network of specialist
jobsites.
The group's traditional division comprises six traditional recruitment
consultancy businesses, each of which operates under its own brand: Parkside
Recruitment, ITN Teachers, The Buzz, Mark Education and ASA. They operate in the
Finance, Legal, Education, Pharmaceutical, Retail, Leisure, Commercial and Sales
sectors.
hotgroup is listed on London's Alternative Investment Market (AIM) under the
symbol HOT. It is headquartered in London and employs approximately 266 people.
In the 16 months to 31st December 2004, hotgroup generated £43.1m of revenues,
of which 45.2% came from continuing operations, and 54.8% from acquisitions and
£2.7m of profit before goodwill amortisation, interest, exceptionals and tax.
Adjusted earnings per share before goodwill amortisation and exceptional items
was 1.27p.
Financing
The consideration payable under the Offer will be financed through Trinity
Mirror's existing cash resources.
Management and employees of hotgroup
Trinity Mirror attaches great importance to the skills and experience of the
existing management and employees of hotgroup.
Trinity Mirror has confirmed that the existing employment rights, including
pension rights, of all management and employees of hotgroup will be safeguarded
in the event that the Offer becomes or is declared unconditional in all
respects.
The non-executive directors of hotgroup intend to resign from the hotgroup board
when the Offer becomes or is declared unconditional in all respects.
On 17 March 2005 the Remuneration Committee of hotgroup approved a new executive
incentive scheme comprised of a new long term incentive plan (the 'New LTIP')
and a realisation top up pool (the 'Realisation Top Up Pool'). The New LTIP
provides for awards of shares to the executive directors of hotgroup based on
earnings per share growth targets. No awards have been granted under the New
LTIP.
The Realisation Top Up Pool provides for an additional incentive that, in the
event of a change of control, shall be payable to the executive directors to the
extent that the value of options granted under hotgroup's long term incentive
scheme and existing options which would vest on a change of control are less
than certain specified amounts. The aggregate amount payable under these
arrangements varies on a sliding scale with the price achieved on a change of
control with higher amounts payable at higher achieved prices and subject to a
minimum of 18p per hotgroup Share. At the offer price of 20.25p and subject to
the Offer becoming wholly unconditional, an aggregate of £1,423,034 is payable
in cash to the executive directors under the Realisation Top Up Pool: Tony
Reeves - £457,844; Harvey Sinclair - £343,845; Steve Wright - £343,845; and
Chris Herrmannsen - £277,500. A further £70,000 which has yet to be allocated
may also become payable to the executive directors at the discretion of the
hotgroup Remuneration Committee.
Inducement fee
hotgroup has entered into an inducement fee agreement with Trinity Mirror
Acquisitions under which hotgroup has agreed to pay Trinity Mirror Acquisitions
a fee of £514,275 in any of the following circumstances:
(i) any person announces an intention (whether or not subject to a
pre-condition) to implement or make an Alternative Proposal which subsequently
becomes or is declared unconditional in all respects or is otherwise completed
or implemented; or
(ii) the unanimous recommendation of the board of hotgroup in
respect of the Offer is withdrawn or detrimentally modified and consequently
subsequently the Offer lapses or is withdrawn in accordance with its terms.
The Company has undertaken to notify Trinity Mirror Acquisitions if it receives
any approach.
If a third party announces any offer (as defined in the City Code) for the
Company, and the value of the consideration under such third party offer exceeds
(in the reasonable opinion of UBS) the value of the Offer, the Company has
undertaken that, if Trinity Mirror Acquisitions announces, within 48 hours of
the announcement of such third party offer, a revised cash offer at a price
equal to or exceeding (in the reasonable opinion of the hotgroup Directors,
having been so advised by Strand Partners) that of such third party offer, the
hotgroup Directors will continue to recommend the Offer (as revised) if the
terms of such revised Offer are more favourable.
hotgroup Share Option Schemes, hotgroup Warrants and hotgroup Convertible Notes
The Offer will extend to any hotgroup Shares which are unconditionally allotted
or issued prior to the date on which the Offer closes (or such earlier date as
Trinity Mirror Acquisitions may, subject to the City Code, determine) including
any such shares allotted or issued pursuant to the exercise of options under the
hotgroup Share Option Schemes or the exercise of subscription rights under
hotgroup Warrants. If the Offer becomes or is declared unconditional in all
respects, Trinity Mirror Acquisitions intends to make appropriate proposals to
holders of options granted under the hotgroup Share Option Schemes to the extent
that such options have not been exercised and to the holders of subscription
rights under the hotgroup Warrants to the extent such subscription rights have
not been exercised.
Trinity Mirror Acquisitions has entered into an agreement with the holder of the
£4,000,000 hotgroup Convertible Notes (being an entity connected with Mr J.D.
Hanson, one of the hotgroup Directors) under which Trinity Mirror Acquisitions
has agreed to procure repayment of the hotgroup Convertible Notes in cash at par
(together with accrued interest) within five days of the Offer becoming or being
declared wholly unconditional. The Noteholder has agreed that it will not,
prior to the closing or lapsing of the Offer or its withdrawal, sell, transfer,
encumber, charge, pledge, grant any option or other right over or otherwise
dispose of or deal with (directly or indirectly and whether beneficially,
legally or otherwise) any of the hotgroup Convertible Notes, or enter into any
agreement or arrangement or permit any agreement or arrangement to be entered
into or incur or allow to arise any obligation (conditional or otherwise) to do
any of such acts.
De-listing and compulsory acquisition
Subject to the Offer becoming or being declared unconditional in all respects
and subject to any applicable requirements of the London Stock Exchange, Trinity
Mirror Acquisitions intends to procure that hotgroup applies to the London Stock
Exchange for the cancellation of the admission to trading of hotgroup Shares on
AIM and that hotgroup re-registers as a private company under the Act. The AIM
Rules state that, unless the London Stock Exchange agrees otherwise, the
cancellation is conditional upon the consent of not less than 75% of votes cast
by hotgroup Shareholders given in a general meeting. Trinity Mirror
Acquisitions intends to procure that hotgroup requests that the London Stock
Exchange waives the requirement to seek the consent of the hotgroup
Shareholders. The guidance notes to the AIM Rules state that the London Stock
Exchange might agree that shareholder consent is not required where an offeror
has received valid acceptances in excess of 75% of each class of shares admitted
to trading on AIM. Any such cancellation is anticipated to take effect no
earlier than 20 business days after the Offer becomes or is declared
unconditional in all respects. Any such cancellation is likely to reduce
significantly the liquidity and marketability of any hotgroup Shares not
assented to the Offer.
Upon Trinity Mirror Acquisitions receiving acceptances under the Offer in
respect of 90% or more of the hotgroup Shares to which the Offer relates,
Trinity Mirror Acquisitions intends to exercise its right pursuant to the
provisions of sections 428 to 430(F) of CA 1985 to acquire compulsorily any
outstanding hotgroup Shares not acquired or agreed to be acquired by Trinity
Mirror Acquisitions pursuant to the Offer.
General
The conditions of the Offer are set out in Appendix I to this announcement. The
terms of the Offer will be set out in the formal Offer Document and the Form of
Acceptance.
The Offer Document, together with a Form of Acceptance, will be despatched to
hotgroup Shareholders (other than to hotgroup Shareholders with addresses in the
United States of America, Canada, Australia or Japan) and, for information only,
to hotgroup Share Option Holders and holders of outstanding hotgroup Warrants
and hotgroup Convertible Notes as soon as practicable.
Save as summarised under 'Undertakings to accept the Offer' above and the
agreement relating to the hotgroup Convertible Notes summarised under 'hotgroup
Share Option Schemes, hotgroup Warrants and hotgroup Convertible Notes' above,
neither any member of the Trinity Mirror Group nor, so far as Trinity Mirror is
aware, any person deemed to be acting in concert with any member of the Trinity
Mirror Group for the purposes of the Offer owns or controls any hotgroup Shares
or any securities convertible or exchangeable into hotgroup Shares or any rights
to subscribe for, or options (including traded options) in respect of, or
derivatives referenced to securities of hotgroup ('relevant hotgroup
securities') nor does any such person have any arrangement in relation to
relevant hotgroup securities. For these purposes, 'arrangement' includes an
indemnity or option arrangement, any agreement or understanding, formal or
informal, of whatever nature, relating to hotgroup Shares which may be an
inducement to deal or refrain from dealing in such shares. In the interests of
secrecy prior to this announcement, Trinity Mirror has not made any enquiries in
this respect of certain parties who may be deemed by the Panel to be acting in
concert with it for the purposes of the Offer. Enquiries of such parties will
be made as soon as practicable following the date of this announcement and any
material disclosure in respect of such parties will be included in the Offer
Document.
Recommendation
The hotgroup Directors, who have been so advised by Strand Partners, consider
the terms of the Offer to be fair and reasonable and in the best interests of
hotgroup Shareholders. In providing its advice Strand Partners has taken into
account the commercial assessments of the hotgroup Directors.
Accordingly, the hotgroup Directors unanimously recommend that hotgroup
Shareholders accept the Offer, as they have irrevocably undertaken to do in
respect of their entire beneficial shareholdings amounting, in aggregate, to
23,807,340 hotgroup Shares, representing approximately 9.54% of hotgroup's
existing issued share capital.
As at 7.00am (London time) on 1 September 2005, hotgroup had 249,510,509
ordinary shares of 10 pence in issue (ISIN Number GB0007281537).
Enquiries:
Trinity Mirror
Sly Bailey +44 (0) 20 7293 3000
Vijay Vaghela +44 (0) 20 7293 3000
UBS Investment Bank (financial adviser to Trinity Mirror)
Adam Joy +44 (0) 20 7567 8000
Simon Warshaw +44 (0) 20 7567 8000
hotgroup
Tony Reeves +44 (0) 870 202 0121
Steve Wright +44 (0) 870 202 0121
Strand Partners Limited (financial adviser to hotgroup)
Simon Raggett +44 (0) 20 7409 3494
UBS Investment Bank is acting exclusively for Trinity Mirror and for no one else
in relation to the Offer and will not be responsible to anyone other than
Trinity Mirror for providing the protections afforded to clients of UBS
Investment Bank or for giving advice in relation to the Offer or any other
matter referred to in this announcement.
Strand Partners, which is authorised and regulated in the United Kingdom by the
Financial Services Authority for designated investment business, is acting
exclusively for hotgroup and for no one else in relation to the Offer and will
not be responsible to anyone other than hotgroup for providing the protections
afforded to clients of Strand Partners or for giving advice in relation to the
Offer or any other matter referred to in this announcement.
The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe, any
applicable requirements. This announcement has been prepared for the purpose of
complying with English law and the City Code and the information disclosed may
not be the same as that which would have been disclosed if this announcement had
been prepared in accordance with the laws of jurisdictions outside the UK.
The Offer is not being made, and will not be made, directly or indirectly, in or
into, or by the use of the mails or by any means or instrumentality (including,
without limitation, telephonically or electronically) of interstate or foreign
commerce or by any facilities of a national securities exchange of, the United
States of America, Canada, Australia or Japan and the Offer will not be capable
of acceptance by any such use, means, instrumentality or facility or from within
those jurisdictions. Accordingly, copies of this announcement are not being, and
must not be, mailed, transmitted or otherwise forwarded, distributed or sent, in
whole or in part, in, into or from the United States of America, Canada,
Australia or Japan. Custodians, nominees and trustees should observe these
restrictions and should not send or distribute this announcement in, into or
from the United States of America, Canada, Australia or Japan.
The Trinity Mirror Directors and the Trinity Mirror Acquisitions Directors
accept responsibility for the information contained in this announcement, other
than that relating to hotgroup, the hotgroup Group, the hotgroup Directors and
members of their immediate families, related trusts and persons connected with
them (within the meaning of Section 346 of the Companies Act) and information
relating to the recommendation of the Offer. To the best of the knowledge and
belief of the Trinity Mirror Directors and the Trinity Mirror Acquisitions
Directors (who have taken all reasonable care to ensure that such is the case),
the information contained in this announcement for which they are responsible is
in accordance with the facts and does not omit anything likely to affect the
import of such information.
The hotgroup Directors accept responsibility for the information contained in
this announcement relating to hotgroup, the hotgroup Group, the hotgroup
Directors and members of their immediate families, related trusts and persons
connected with them (within the meaning of Section 346 of the Companies Act) and
information relating to the recommendation of the Offer. To the best of the
knowledge and belief of the hotgroup Directors (who have taken all reasonable
care to ensure that such is the case), the information contained in this
announcement for which they are responsible is in accordance with the facts and
does not omit anything likely to affect the import of such information.
This announcement may contain 'forward-looking statements' concerning the
hotgroup Group and the Trinity Mirror Group. Generally, the words 'anticipate',
'believe', 'estimate', 'expect', 'forecast', 'intend', 'may', 'plan', 'project',
'should' and 'will' or similar expressions identify forward-looking statements.
Such statements reflect the relevant company's current views with respect to
future events and are subject to risks and uncertainties that could cause the
actual results to differ materially from those expressed in the forward-looking
statements. Many of these risks and uncertainties relate to factors that are
beyond the companies' abilities to control or estimate precisely, such as
changes in general economic and business conditions, changes in currency
exchange rates and interest rates, lack of acceptance of new exchange rates and
interest rates, introduction of competing products or services, lack of
acceptance of new products or services, changes in business strategy and the
behaviour of other market participants and therefore undue reliance should not
be placed on such statements. Neither hotgroup nor Trinity Mirror intends or
assumes any obligation to update these forward-looking statements.
Under the provisions of Rule 8.3 of the City Code, any person, who alone or
acting together with any other person(s) pursuant to an agreement or
understanding (whether formal or informal) to acquire or control relevant
securities of hotgroup, owns or controls, or becomes the owner or controller,
directly or indirectly, of one per cent. or more of any class of securities of
hotgroup is required to notify a Regulatory Information Service and the Panel,
by not later than 12.00 noon (London time) on the London business day following
the date of the relevant transaction, of dealings in such securities of that
company (or in any option in respect of, or derivative referenced to, any such
securities) during the period to the date on which the Offer becomes or is
declared unconditional as to acceptances or lapses or is otherwise withdrawn.
Under the provisions of Rule 8.1 of the City Code, all dealings in relevant
securities of hotgroup by Trinity Mirror or hotgroup, or by any of their
respective 'associates' (within the meaning of the City Code), must also be
disclosed.
If you are in any doubt as to the application of Rule 8 to you, please contact
an independent financial adviser authorised under the Financial Services and
Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or
contact the Panel on telephone number +44 (0) 20 7638 0129; fax number +44 (0)
20 7236 7013.
This announcement does not constitute an offer to sell or the solicitation of an
offer to subscribe for or buy any securities, nor shall there be any sale,
issuance or transfer of the securities referred to in this announcement in any
jurisdiction in contravention of applicable law.
APPENDIX I
Conditions and Further Terms of the Offer
1 The Offer will be subject to the following conditions:
(a) valid acceptances of the Offer being received (and not, where permitted,
withdrawn) by 3.00 p.m. on the First Closing Date (or such later time(s) and/or
date(s) as Trinity Mirror Acquisitions may, subject to the rules of the Code,
decide) in respect of not less than 90% (or such lesser percentage as Trinity
Mirror Acquisitions may decide) of the hotgroup Shares to which the Offer
relates, provided that this condition shall not be satisfied unless Trinity
Mirror Acquisitions and/or its wholly-owned subsidiaries shall have acquired or
agreed to acquire, pursuant to the Offer or otherwise, hotgroup Shares carrying
in aggregate more than 50% of the voting rights then exercisable at a general
meeting of hotgroup including for this purpose (to the extent, if any, required
by the Panel) any such voting rights attached to any hotgroup Shares
unconditionally allotted or issued before the Offer becomes or is declared
unconditional as to acceptances, whether pursuant to the exercise of conversion
or subscription rights or otherwise and for the purposes of this condition:
(i) the expression 'hotgroup Shares to which the Offer relates' shall
be construed in accordance with sections 428 to 430F of CA 1985;
(ii) hotgroup Shares which have been unconditionally allotted but not
issued shall be deemed to carry the voting rights which they will carry on
issue; and
(iii) valid acceptances shall be deemed to have been received in respect
of hotgroup Shares which are treated for the purposes of section 429(8) of CA
1985 as having been acquired or contracted to be acquired by Trinity Mirror
Acquisitions by virtue of acceptances of the Offer;
(b) it being indicated, in terms reasonably satisfactory to Trinity Mirror
Acquisitions, that neither the proposed acquisition of hotgroup by Trinity
Mirror Acquisitions nor any matter arising therefrom will be referred to the UK
Competition Commission;
(c) no Third Party having intervened or having made, proposed or enacted any
statute, regulation, order or decision or taken any other step which would or
might reasonably be expected to:
(i) make the Offer or its implementation or the acquisition or proposed
acquisition by Trinity Mirror Acquisitions of all or any hotgroup Shares, or the
acquisition or proposed acquisition of control of hotgroup, by any member of the
Wider Trinity Mirror Group, void, illegal or unenforceable under the laws of any
relevant jurisdiction, or otherwise, directly or indirectly, restrain, restrict,
prohibit, challenge, delay, hinder or otherwise materially interfere with the
same, or impose additional material adverse conditions or obligations with
respect thereto, or otherwise require material amendment to the terms of the
Offer or any such acquisition;
(ii) require, prevent or delay the divestiture, or alter the terms envisaged
for any proposed divestiture, by any member of the Wider Trinity Mirror Group or
by any member of the Wider hotgroup Group of all or any portion of their
respective businesses, assets or properties or impose any limitation on the
ability of any of them to conduct their respective businesses or to own their
respective assets or properties;
(iii) impose any limitation on, or result in a delay in, the ability of any
member of the Wider Trinity Mirror Group, directly or indirectly, to acquire or
to hold or exercise effectively all or any rights of ownership in respect of
shares or securities convertible into shares in any member of the Wider hotgroup
Group or to exercise management control over any such member in each case to an
extent which is material in the context of the Wider hotgroup Group taken as a
whole;
(iv) otherwise adversely affect any or all of the businesses, assets, profits
or prospects of any member of the Wider Trinity Mirror Group or any member of
the Wider hotgroup Group (including any action which would or might reasonably
be expected to adversely affect or prejudice any of the licences,
authorisations, exemptions or consents of any member of the Wider Trinity Mirror
Group or of the Wider hotgroup Group) in each case to an extent which is
material in the context of the Wider hotgroup Group taken as a whole;
(v) save pursuant to the Offer or Part XIIIA of CA 1985, require any member
of the Wider Trinity Mirror Group or the Wider hotgroup Group to acquire, or
offer to acquire, any shares or other securities (or the equivalent) in any
member of the Wider hotgroup Group or the Wider Trinity Mirror Group, such
acquisition being material in the context of the Wider hotgroup Group taken as a
whole;
(vi) require, prevent or delay a divestiture by any member of the Wider
Trinity Mirror Group of any shares or other securities (or the equivalent) in
hotgroup;
(vii) materially limit the ability of any member of the Wider Trinity Mirror
Group or the Wider hotgroup Group to co-ordinate or integrate its business, or
any part of it, with the business or any part of the business of any other
member of the Wider Trinity Mirror Group or of the Wider hotgroup Group; or
(viii) result in any member of the Wider hotgroup Group or the Wider Trinity
Mirror Group ceasing to be able to carry on business under any name which it
presently does so,
and all applicable waiting and other time periods during which any such Third
Party is reasonably likely to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference under the laws of any
relevant jurisdiction or enact any such statute, regulation, order or decision
or take any step having expired, lapsed or been terminated;
(d) all Authorisations which are deemed reasonably necessary or appropriate
by Trinity Mirror Acquisitions for or in respect of the Offer or the proposed
acquisition of all or any hotgroup Shares or other securities in, or control of,
hotgroup by any member of the Wider Trinity Mirror Group having been obtained on
terms and in a form reasonably satisfactory to Trinity Mirror Acquisitions from
all appropriate Third Parties or persons with whom any member of the Wider
hotgroup Group has entered into contractual arrangements where the absence of
such Authorisations would have a materially adverse effect on the Wider Trinity
Mirror Group taken as a whole or the Wider hotgroup Group taken as a whole, as
the case may be, and all such Authorisations, together with all Authorisations
necessary or appropriate to carry on the business of any member of the Wider
hotgroup Group where such business is material in the context of the Wider
hotgroup Group taken as a whole remaining in full force and effect and there
being no indication of any intention to revoke, withdraw, suspend, restrict,
withhold or modify or not to grant any of the same where the absence of such
Authorisation would have a material adverse effect on the hotgroup Group or the
Wider Trinity Mirror Group taken as a whole;
(e) all necessary filings or applications having been made in connection
with the Offer, and all appropriate waiting periods (including extensions
thereof) in respect of the Offer or its implementation under any applicable
legislation or regulations in any relevant jurisdiction having expired, lapsed
or been terminated (as appropriate) and all necessary statutory or regulatory
obligations in any relevant jurisdiction having been complied with in connection
with the Offer or the acquisition by any member of the Wider Trinity Mirror
Group of any shares or other securities in, or control of, hotgroup;
(f) save as (i) fairly disclosed in writing to Trinity Mirror or its
advisers prior to 1 September 2005; or (ii) as otherwise publicly announced to a
Regulatory Information Service by hotgroup prior to 1 September 2005, there
being no provision of any agreement, authorisation, arrangement, licence, permit
or other instrument to which any member of the Wider hotgroup Group is a party
or by or to which any such member or any of its assets may be bound, entitled or
subject, which in consequence of the Offer or the proposed acquisition of any
hotgroup Shares or because of a change in the control or management of hotgroup
or any member of the Wider hotgroup Group, would or might reasonably be likely
to result, in a manner which would be material in the context of the Wider
hotgroup Group taken as a whole, in:
(i) any monies borrowed by or any other indebtedness (actual or contingent)
of, or grant available to, any member of the Wider hotgroup Group, being or
becoming repayable or capable of being declared repayable immediately or earlier
than their or its stated maturity date or repayment date or the ability of any
such member to borrow monies or incur any indebtedness being withdrawn,
prohibited or inhibited or becoming capable of being withdrawn, prohibited or
inhibited;
(ii) any such agreement, authorisation, arrangement, licence, permit or
other instrument or the rights, liabilities, obligations or interests of any
member of the Wider hotgroup Group thereunder being terminated or materially
adversely modified or affected or any onerous obligation or liability arising or
any material adverse action being taken or arising thereunder;
(iii) any assets or interests of any member of the Wider hotgroup Group
being or falling to be disposed of or charged or ceasing to be available to any
such member or any right arising under which any such asset or interest could be
required to be disposed of or charged otherwise than, in any such case, in the
ordinary course of business;
(iv) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or assets of any
member of the Wider hotgroup Group, or any such security (whether arising or
having arisen) becoming enforceable or being enforced;
(v) the interest or business of any such member of the Wider hotgroup Group
with any person, company, firm or body (or any agreements relating to any such
interest or business) being terminated, or materially adversely modified or
affected;
(vi) the value of any member of the Wider hotgroup Group or its financial or
trading position or prospects being materially prejudiced or adversely affected;
(vii) any member of the Wider hotgroup Group ceasing to be able to carry on
business under any name under which it presently does so; or
(viii) the creation or assumption of any material liability, actual or
contingent, by any member of the Wider hotgroup Group,
and no event having occurred which, under any provision of any agreement,
authorisation, arrangement, licence, permit or other instrument to which any
member of the Wider hotgroup Group is a party or by or to which any such member
or any of its assets is bound, entitled or subject, would be reasonably likely
to result in any of the events referred to in sub-paragraph (i) to (viii) of
this paragraph (h);
(g) save as (i) fairly disclosed in writing to Trinity Mirror or its
advisers prior to 1 September 2005; or (ii) as otherwise publicly announced to a
Regulatory Information Service by hotgroup prior to 1 September 2005 no member
of the Wider hotgroup Group having, since 31 December 2004:
(i) (save as between hotgroup and wholly-owned subsidiaries of hotgroup, or
for hotgroup Shares issued pursuant to the exercise of options granted under the
hotgroup Share Option Schemes or the exercise of subscription or conversion
rights under hotgroup Warrants or hotgroup Convertible Notes prior to 1
September 2005), issued or agreed to issue additional shares of any class or
securities convertible into or exchangeable for, shares of any class or rights,
warrants or options to subscribe for, or acquire, any such shares or convertible
securities;
(ii) (save for hotgroup Shares held in treasury and sold or transferred
pursuant to the exercise of options granted under the hotgroup Share Option
Schemes prior to 1 September 2005) sold or transferred or agreed to sell or
transfer any hotgroup Shares held in treasury;
(iii) recommended, declared, paid or made or proposed to recommend, declare,
pay or make any bonus in respect of shares, dividend or other distribution
whether payable in cash or otherwise (other than to hotgroup or wholly-owned
subsidiaries of hotgroup);
(iv) save for transactions between members of the Wider hotgroup Group,
merged with or demerged or acquired any body corporate, partnership or business
or acquired or disposed of or transferred, mortgaged or charged or created any
security interest over any assets or any rights, title or interest in any asset
(including shares and trade investments) or announced any intention to propose
any merger, demerger, acquisition, disposal, transfer, mortgage, charge or the
creation of any security interest over the same which is material in the context
of the Wider hotgroup Group taken as a whole;
(v) save as between hotgroup and its wholly-owned subsidiaries, made or
announced an intention to propose any change in its loan capital;
(vi) issued or announced any intention to propose the issue of or made any
change in or to the terms of any debentures or become subject to any material
contingent liability or incurred or increased any material indebtedness other
than in the ordinary course of business;
(vii) save for transactions between members of the hotgroup Group, purchased,
redeemed or repaid, or announced any proposal to purchase, redeem or repay, any
of its own shares or other securities or reduced or made any other change to any
part of its share capital;
(viii) entered into, implemented, effected, varied or announced its intention
to enter into, any material reconstruction, amalgamation, scheme, commitment or
other transaction or arrangement otherwise than in the ordinary course of
business;
(ix) entered into or varied or terminated or announced its intention to enter
into or vary any material contract, transaction or commitment (whether in
respect of capital expenditure or otherwise) which is of a long term, onerous or
unusual nature or magnitude or which is or is likely to be materially
restrictive on the business of any member of the Wider hotgroup Group or the
Wider Trinity Mirror Group or which involves or is likely to involve an
obligation of such a nature or magnitude or which is other than in the ordinary
course of business;
(x) entered into or varied the terms of, or made any offer (which remains
open for acceptance) to enter into or vary the terms of, any contract, service
agreement or arrangement with any director or senior executive of any member of
the Wider hotgroup Group;
(xi) proposed, agreed to provide or modified the terms of any share option
scheme, incentive scheme or other benefit relating to the employment or
termination of employment of any person employed in the Wider hotgroup Group
which is material in the context of the Wider hotgroup Group taken as a whole;
(xii) made or agreed or consented to any significant change to the terms of
the trust deeds constituting the pension schemes established for its directors,
employees or their dependants or to the benefits which accrue, or to the
pensions which are payable, thereunder, or to the basis on which qualification
for, or accrual or entitlement to, such benefits or pensions are calculated or
determined or to the basis upon which the liabilities (including pensions) of
such pension schemes are funded or made, or agreed or consented to any change to
the trustees, including the appointment of a trust corporation, which is, in any
such case, material in the context of the Wider hotgroup Group taken as a whole;
(xiii) been unable, or admitted in writing that it is unable, to pay its debts
or having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease to carry on all or a
substantial part of its business;
(xiv) taken or proposed any corporate action or had any legal proceedings
threatened or instituted against it for its winding-up (voluntarily or
otherwise), dissolution or reorganisation or for the appointment of a receiver,
administrative receiver, administrator, trustee or similar officer of all or any
material part of its assets or revenues or any analogous or equivalent steps or
proceedings in any relevant jurisdiction having been taken or had any such
person appointed;
(xv) waived or compromised any material claim otherwise than in the ordinary
course of business;
(xvi) made any material alteration to its memorandum or articles of
association or other constitutional documents; or
(xvii) entered into any contract, agreement, commitment or legally binding
arrangement or passed any resolution or made any offer (which remains open for
acceptance) with respect to or announced any intention to, or to propose to,
effect any of the transactions, matters or events referred to in this condition;
(h) save as (i) fairly disclosed in writing to Trinity Mirror or its
advisers prior to 1 September 2005; or (ii) as otherwise publicly announced to a
Regulatory Information Service by hotgroup prior to 1 September 2005, since 31
December 2004:
(i) no adverse change or deterioration having occurred in the business,
assets, financial or trading position or profits or prospects or operational
performance of any member of the Wider hotgroup Group which is material in the
context of the Wider hotgroup Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings or investigations having been threatened in writing, announced,
instituted or remaining outstanding by, against or in respect of any member of
the Wider hotgroup Group or to which any member of the Wider hotgroup Group is
or may become a party (whether as a claimant, defendant or otherwise) and no
enquiry or investigation by any Third Party against or in respect of any member
of the Wider hotgroup Group having been commenced, announced or threatened in
writing or remaining outstanding in respect of any member of the Wider hotgroup
Group in each case which is material in the context of the Wider hotgroup Group
taken as a whole;
(iii) no contingent or other liability having arisen which would or would
reasonably be expected to adversely affect any member of the Wider hotgroup
Group to an extent which is material in the context of the Wider hotgroup Group
taken as a whole; and
(iv) no steps having been taken and no omissions having been made which are
likely to result in the withdrawal, cancellation, termination or modification of
any licence held by any member of the Wider hotgroup Group, which is necessary
or appropriate for the proper carrying on of its business and the withdrawal,
cancellation, termination or modification of which is likely to adversely affect
the Wider hotgroup Group taken as a whole;
(i) save as (i) fairly disclosed in writing to Trinity Mirror or its
advisers prior to 1 September 2005; or (ii) as otherwise publicly announced to a
Regulatory Information Service by hotgroup prior to 1 September 2005, Trinity
Mirror not having discovered after 1 September 2005:
(i) that any financial, business or other information concerning the Wider
hotgroup Group publicly disclosed or disclosed at any time by or on behalf of
any member of the Wider hotgroup Group to any member of the Wider Trinity Mirror
Group, is misleading, contains a misrepresentation of any fact or omits to state
a fact necessary to make that information not misleading, to an extent (in each
case) that is material in the context of the Offer;
(ii) that any present member of the Wider hotgroup Group is subject to any
material liability, contingent or otherwise, which is not disclosed in the
annual report and accounts for hotgroup for the year ended 31 December 2004 and
which is material in the context of the Wider hotgroup Group taken as a whole;
(j) save as fairly disclosed in writing to Trinity Mirror or its advisers
prior to 1 September 2005, Trinity Mirror not having discovered:
(i) that any past or present member of the Wider hotgroup Group has not
complied in all material respects with all applicable legislation or regulations
of any relevant jurisdiction with regard to the use, treatment, storage,
disposal, discharge, spillage, leak or emission of any waste or hazardous
substance or any substance likely to impair the environment or harm human
health, or otherwise relating to environmental matters or that there has
otherwise been a material emission, discharge, disposal, spillage or leak of
waste or hazardous substance or any substance likely to impair the environment
or harm human health (whether or not the same constituted a non-compliance by
any person with any such legislation or regulations, and wherever the same may
have taken place) on or from any land or property of any description or other
asset now or previously owned, occupied or made use of by any past or present
member of the Wider hotgroup Group or in which any such member may now or
previously have had an interest which would, in any case, be likely to give rise
to any liability (whether actual or contingent) on the part of any member of the
Wider hotgroup Group which is material in the context of the Wider hotgroup
Group taken as a whole;
(ii) that there is or is likely to be any material liability (whether actual
or contingent) on the part of any member of the Wider hotgroup Group to make
good, repair, reinstate or clean up any property of any description or other
asset now or previously owned, occupied or made use of by any past or present
member of the Wider hotgroup Group, or in which any such member may now or
previously have had an interest, under any environmental legislation,
regulation, notice, circular or order of any Third Party which is material in
the context of the Wider hotgroup Group taken as a whole; or
(iii) that circumstances exist (whether as a result of the making of the
Offer or otherwise) which would be likely to lead to any Third Party
instituting, (or whereby any member of the Wider hotgroup Group would be likely
to be required to institute), an environmental audit or take any steps which
would in any such case be likely to result in any actual or contingent liability
to improve or install new plant or equipment or to make good, repair, reinstate
or clean up any property of any description or other asset now or previously
owned, occupied or made use of by any member of the Wider hotgroup Group, or in
which any such member may now or previously have had an interest which in any
such case is material in the context of the Wider hotgroup Group taken as a
whole.
2. For the purposes of these conditions the definitions in Appendix II
shall apply and in addition:
(a) 'First Closing Date' means the date 21 days after the posting of the Offer Document;
(b) 'Third Party' means any central bank, government, government department or governmental,
quasi-governmental, supranational, statutory, regulatory or investigative body, authority
(including any national anti-trust or merger control authority), court, trade agency,
association, institution or professional or environmental body or any other person or body
whatsoever in any relevant jurisdiction;
(c) a Third Party shall be regarded as having 'intervened' if it has given notice of a decision to
take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or
reference or made, proposed or enacted any statute, regulation, decision or order or taken any
measures or other steps or required any action to be taken or information to be provided or
otherwise having done anything and 'intervene' shall be construed accordingly;
(d) 'Authorisations' means authorisations, orders, grants, recognitions, determinations,
certificates, confirmations, consents, licences, clearances, provisions and approvals;
(e) the 'Wider hotgroup Group' means hotgroup and its subsidiary undertakings, associated
undertakings and any other undertaking in which hotgroup and/or such undertakings (aggregating
their interests) have a significant interest;
(f) the 'Wider Trinity Mirror Group' means Trinity Mirror and its subsidiary undertakings, associated
undertakings and any other undertaking in which Trinity Mirror and/or such undertakings
(aggregating their interests) have a significant interest;
(g) for these purposes 'subsidiary undertaking', 'associated undertaking' and 'undertaking' have the
meanings given by CA 1985, other than paragraph 20(1)(b) of Schedule 4A to that Act which shall
be excluded for this purpose; and
(h) 'significant interest' means a direct or indirect interest in more than 20% of the equity share
capital (as defined in CA 1985) of an undertaking.
Trinity Mirror Acquisitions reserves the right to waive, in whole or in part,
all or any of conditions (b) to (j) inclusive. Conditions (b) to (j) must be
satisfied as at, or waived on or before the twenty first day after the later of
the First Closing Date and the date on which condition (a) is fulfilled (or in
each case such later date as the Panel may agree).
Trinity Mirror Acquisitions shall be under no obligation to waive or treat as
fulfilled any of conditions (b) to (j) inclusive by a date earlier than the
latest date specified above for the fulfilment thereof notwithstanding that the
other conditions of the Offer may at such earlier date have been fulfilled and
that there are, at such earlier date, no circumstances indicating that any of
such conditions may be incapable of fulfilment.
If Trinity Mirror Acquisitions is required by the Panel to make an offer for
hotgroup Shares under the provisions of Rule 9 of the Code, Trinity Mirror
Acquisitions may make such alterations to the above conditions of the Offer,
including condition (a), as are necessary to comply with the provisions of that
Rule.
The Offer will comply with all applicable rules and regulations of the City
Code, the UK Listing Authority and the London Stock Exchange, will be governed
by English Law and will be subject to the jurisdiction of the Courts of England.
The Offer will lapse if it is referred to the Competition Commission before 3.00
p.m. (London time) on the First Closing Date or the time and date on which the
Offer becomes or is declared unconditional as to acceptances, whichever is the
later. In such circumstances, the Offer will cease to be capable of further
acceptance and persons accepting the Offer and Trinity Mirror Acquisitions shall
thereupon cease to be bound by Forms of Acceptance delivered on or before the
date on which the Offer so lapses.
APPENDIX II
Definitions
In this announcement, unless the context otherwise requires, the following
expressions have the following meanings:
'Act' or 'CA 1985' the Companies Act 1985, as amended
'AIM' AIM, a market operated by the London Stock Exchange
'Alternative Proposal' any proposal or offer (as defined in the Code) for all the
ordinary shares of hotgroup not owned by the offeror or any of
its associates or any business combination including the
acquisition of control (as defined in the Code) of hotgroup or of
all or a material part of the assets of hotgroup and/or its
subsidiary undertakings in each case by a party which is not
acting in concert (as defined in the Code) with Trinity Mirror
Acquisitions
'AIM Rules' the rules of AIM as published by the London Stock Exchange from
time to time
'Australia' the Commonwealth of Australia, its states, possessions and
territories and all other areas subject to its jurisdiction and
any political sub-division thereof
'Canada' Canada, its possessions, provinces and territories and all areas
subject to its jurisdiction and any political sub-division
thereof
'City Code' or 'Code' The City Code on Takeovers and Mergers
'Closing Price' the closing middle market price of a hotgroup Share as derived
from the Official List or the AIM Supplement to the Daily
Official List (as sourced from Datastream)
'Form of Acceptance' the form of acceptance, authority and election for use in
connection with the Offer
'hotgroup' or 'the Company' the hotgroup plc
'hotgroup Convertible Notes' the £4,000,000 nominal amount unsecured convertible loan notes
2009 of hotgroup constituted by the loan note instrument dated 18
September 2004
'hotgroup Directors' or the directors of hotgroup
'Directors of hotgroup'
'hotgroup Group' hotgroup and its subsidiaries, subsidiary undertakings,
associated undertakings and any other undertaking in which
hotgroup or such subsidiaries or undertakings have a significant
interest and for these purposes 'significant interest' means a
direct or indirect interest in 20% or more of the equity capital
(as defined in CA 1985) of an undertaking
'hotgroup Share Option Holders' holders of hotgroup Share Options under the hotgroup Share Option
Schemes
'hotgroup Share Options' options granted under any of the hotgroup Share Option Schemes
'hotgroup Share Option Schemes' hotgroup's share option schemes including:
the hotgroup Unapproved Share Option Plan 2001,
the hotgroup Enterprise Management Scheme 2001,
the hotgroup Approved Share Option Scheme 2003 and the hotgroup
Performance Share Plan 2004
'hotgroup Shareholders' or 'Shareholders' holders of any hotgroup Shares
'hotgroup Shares' or 'Shares' the existing issued or unconditionally allotted and fully paid
ordinary shares of 10 pence each in the capital of hotgroup and
any further such shares which are unconditionally allotted and/or
issued fully paid (including pursuant to the exercise of options
granted under the hotgroup Share Option Schemes or the exercise
of subscription or conversion rights under hotgroup Warrants or
hotgroup Convertible Notes) after the date of this announcement
and before the Offer closes (or before such other time as Trinity
Mirror Acquisitions may, subject to the City Code, decide in
accordance with the terms and conditions of the Offer)
'hotgroup Warrants' warrants to subscribe for hotgroup Shares issued by hotgroup and
the option to subscribe for 1,333,161 hotgroup Shares at 12 pence
per share granted by hotgroup to Numis Securities Limited on 28
July 2003
'Japan' Japan, its cities, prefectures, territories and possessions and
all other areas subject to its jurisdiction and political
sub-divisions
'London Stock Exchange' London Stock Exchange plc
'Offer' the recommended cash offer to be made by UBS Investment Bank on
behalf of Trinity Mirror Acquisitions to acquire the entire
issued and to be issued share capital of hotgroup on the terms
and subject to the conditions to be set out in the Offer Document
and the Form of Acceptance (including, where the context so
requires, any subsequent revision, variation, renewal or
extension thereof)
'Offer Document' the formal offer document to contain and set out the terms and
conditions of the Offer
'Offer Price' 20.25 pence per hotgroup Share
'Official List' the Daily Official List maintained by the London Stock Exchange
'OFT' the Office of Fair Trading
'Panel' or 'Takeover Panel' the Panel on Takeovers and Mergers
'Regulatory Information Service' as defined in the AIM Rules
'Securities Act' the United States Securities Act of 1933 as amended and the rules
and regulations promulgated thereunder
'Strand Partners' Strand Partners Limited
'Trinity Mirror' Trinity Mirror plc
'Trinity Mirror Acquisitions' Trinity Mirror Acquisitions Limited
'Trinity Mirror Acquisitions Directors' the directors of Trinity Mirror Acquisitions
'Trinity Mirror Directors' or the directors of Trinity Mirror
'Directors of Trinity Mirror'
'Trinity Mirror Group' or Trinity Mirror and its subsidiary undertakings
'Group'
'UBS' or 'UBS Investment Bank' UBS Limited
'UKLA' or 'UK Listing Authority' the UK Listing Authority, a division of the Financial Services
Authority, acting in its capacity as the competent authority for
the purposes of Part VI of the Financial Services and Markets Act
2000
'United Kingdom' or 'UK' the United Kingdom of Great Britain and Northern Ireland
'United States of America', 'USA' or 'US' the United States of America, its territories and possessions,
any state of the United States of America and the District of
Columbia and all other areas subject to its jurisdiction and any
political sub-division thereof
'US Person(s)' as defined in Regulation S under the Securities Act
Throughout this announcement and where the context so requires the masculine
gender shall include the feminine and neuter and the singular shall include the
plural and vice versa. The term, 'subsidiary', 'subsidiary undertaking', '
undertaking' and 'associated undertaking' have the meanings given by the Act
(but for this purpose ignoring paragraph 20(1)(b) of Schedule 4A of the Act).
APPENDIX III
Sources and Bases of Information
1. Unless otherwise stated, all financial information concerning hotgroup
has been extracted from the annual report and accounts for the 16 month period
ended 31 December 2004.
2. Unless otherwise stated, all financial information on Trinity Mirror has
been extracted from the annual report and accounts for the financial period
ended 2 January 2005.
3. The source for the historic Closing Prices of hotgroup Shares is
Datastream.
4. The value of the existing issued share capital of hotgroup of £50.5
million is based on 249,510,509 hotgroup Shares being in issue as at 1 September
2005 and an Offer Price of 20.25 pence for each hotgroup Share.
5. The calculation regarding the percentage of the issued share capital of
hotgroup in respect of which Trinity Mirror has received irrevocable
undertakings to accept the Offer is based on 72,361,155 hotgroup Shares subject
to such undertakings expressed as a proportion of 249,510,509 hotgroup Shares in
issue as at 1 September 2005.
6. The source for the data given on the size of the online advertising
market in the UK is the Advertising Association's Advertising Statistics
Yearbook 2005 published in July 2005.
This information is provided by RNS
The company news service from the London Stock Exchange
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