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Action Hotels PLC (AHCG)

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Friday 29 June, 2018

Action Hotels PLC

Statement re Possible Offer

RNS Number : 9780S
Action Hotels PLC
29 June 2018
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND ACCORDINGLY THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL PROCEED.

THE INFORMATION COMMUNICATED IN THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014.

FOR IMMEDIATE RELEASE

29 June 2018

Action Hotels PLC

("Action Hotels" or the "Company")

POSSIBLE ALL-CASH OFFER FOR ACTION HOTELS PLC

The Independent Directors of Action Hotels plc ("Independent Directors") announce that, following discussions with its major shareholder, Action Group Holdings Co KSCC ("Action Group Holdings"), agreement has been reached on the terms of a possible cash offer by Action Group Holdings (or an associate entity) for the issued and to be issued share capital of Action Hotels ("Action Hotels Shares") not already owned by Action Group Holdings for a cash consideration of 24 pence per Action Hotels Share (the "Possible Offer" and "Possible Offer Price") and in due course to seek the cancellation of the admission to trading on AIM of the Action Hotels Shares.

The Possible Offer Price represents a premium of approximately:

·     50 per cent. to the closing price of 16 pence per Action Hotels Share on 28 June 2018 (being the last practicable date prior to the release of this announcement ("Last Practicable Date")); and

·     41.2 per cent. to the volume-weighted average price of 16.9973 pence per Action Hotels Share during the one month period ended on the Last Practicable Date.

Action Group Holdings has been permitted to undertake confirmatory due diligence and this process is ongoing.

Notwithstanding that there can be no certainty at this stage that the Possible Offer will be made, the Independent Directors (excluding John Johnston) intend, having been so advised by WH Ireland Ltd as to the financial terms of the Possible Offer, to recommend that Action Hotels shareholders accept the Possible Offer if and when made.

Alain Debare and Stefan Allesch-Taylor, being Independent Directors of Action Hotels who are holders of Action Hotels Shares, both intend to irrevocably undertake to accept (or vote in favour of) the Possible Offer in due course. Sheikh Mubarak A M Al-Sabah and Rawaf I. Bourisli, being associates of Action Group Holdings, have at their own request not participated in the consideration of the Possible Offer and are not considered Independent Directors.

Action Group Holdings reserves the right to:

a)    announce an offer at any time on less favourable terms:

i.     with the agreement or recommendation of the Independent Directors of the Company;

ii.    if a third party announces a firm intention to make an offer for Action Hotels pursuant to Rule 2.7 of the Code on less favourable terms;

iii.   following the announcement by Action Hotels of a "whitewash" transaction pursuant to the Code; or

iv.   on a pro-rata basis, if the actual fully diluted share capital of the Company is greater than the assumed number of 156,507,241; and

b)    reduce the amount of the Possible Offer by the gross amount any of any dividend or other distribution that is announced, declared, made or paid by Action Hotels after the date of this announcement.

Action Hotels shareholders will be kept informed of relevant developments and further announcements will be made as appropriate.

In accordance with Rule 2.6(a) of the Code, Action Group Holdings is required to clarify its intentions by no later than 5:00 p.m. on 27 July 2018 (or such later date as the Panel may consent to at the request of the Company, by either announcing a firm intention to make an offer or announcing that it does not intend to make an offer).

This announcement is being made with the consent of Action Group Holdings.

Enquiries:

Action Hotels plc

Andrew Lindley, Chief Financial Officer

Katie Shelton, Director of Corporate Affairs

 

Tel: +44 (0) 20 7907 9663

WH Ireland Limited (Financial Adviser to Action Hotels)

Adrian Hadden

Jessica Cave

Alex Bond

 

Tel: +44 (0) 20 7220 1666

Action Group Holdings

Vikas Arora, Chief Financial Officer

 

c/o finnCap: as below

finnCap Ltd (Financial Adviser to Action Group Holdings)

Henrik Persson

Simon Hicks

Max Bullen-Smith

Tel: +44 (0) 20 7220 0500

 

 

This announcement has been prepared by, and is the sole responsibility of the Directors of Action Hotels. WH Ireland Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Action Hotels and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Action Hotels for providing the protections afforded to clients of WH Ireland Ltd., or for providing advice in relation to the matters referred to in this announcement.

finnCap Ltd, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Action Group Holdings and no one else in connection with the Possible Offer and will not be responsible to anyone other than Action Group Holdings for providing the protections afforded to clients of finnCap nor for providing advice in relation to the Possible Offer, the content of this summary and the Announcement or any other matter or arrangement referred to herein.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 Code, any person who is, or becomes, interested in 1% 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 disclose 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 pm (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 Takeover 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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 2.9

In accordance with Rule 2.9 of the Code, Action Hotels confirms that, as of the date of this announcement, it has in issue 147,637,195 ordinary shares of 10 pence each. The International Securities Identification Number ("ISIN") number of the ordinary shares is JE00BFZD1492.

Publication of this announcement

A copy of this announcement will be available on Action Hotels' website at www.actionhotels.com/investor-relations, subject to certain restrictions relating to persons in certain jurisdictions, by no later than noon on the business day following the announcement. The content of Action Hotels' website are not incorporated into and do not form part of this announcement.

About Action Hotels

www.actionhotels.com

Action Hotels is a leading owner, developer and asset manager of branded three and four star hotels in the Middle East and Australia. Established in 2005, Action Hotels' currently has 14 completed hotels with 2,623 rooms in aggregate across the Middle East and Australia, with further properties in development in the Middle East.


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 [email protected] or visit www.rns.com.
 
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