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Action Hotels PLC (AHCG)

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Friday 27 July, 2018

Action Hotels PLC

Extension of PUSU Deadline

RNS Number : 0111W
Action Hotels PLC
27 July 2018
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO, OR FROM 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 TAKEOVER CODE (THE "CODE"). ACCORDINGLY, THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE

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

27 July 2018

Action Hotels plc ("Action Hotels" or the "Company")

Extension of PUSU Deadline

 

On 29 June 2018, the independent directors of Action Hotels and Action Group Holdings Co KSCC ("AGH") announced that they had reached agreement on the key terms of a possible cash offer by AGH (or an associated entity) for the issued and to be issued share capital of Action Hotels.

Rule 2.6(a) of the UK Takeover Code (the "Code") requires AGH to clarify its intentions by no later than 5.00 p.m. on 27 July 2018 (the "PUSU Deadline") (or such later date as the Panel on Takeovers and Mergers (the "Panel") may consent to at the request of the Company in accordance with the Code), by either announcing a firm intention to make an offer or that it does not intend to make an offer.

Any offer, if made, would be made by AGH's subsidiary, Action Real Estate Co KSCC ("AREC"). Preparations by Action Hotels and AREC for the making of a firm offer in accordance with Rule 2.7 of the Code continue to progress, however, until AREC announces a firm intention to make an offer in accordance with Rule 2.7 of the Code there can be no guarantee that a firm offer will be forthcoming.

Therefore, the board of Action Hotels has requested that the Panel in accordance with Rule 2.6(c) of the Code to extend the PUSU Deadline. In the light of this request, an extension has been granted by the Panel and, in accordance with Rule 2.6(a) of the Code, AREC is required, by not later than 5.00pm on 9 August 2018, either to announce a firm intention to make an offer in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline may be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

A further announcement will be made when appropriate. This announcement has been made with the consent of AREC.

For more information contact:

Action Hotels plc                                                                                                           Tel: +44 (0) 20 7907 9663

Andrew Lindley, Chief Financial Officer

Katie Shelton, Director of Corporate Affairs

WH Ireland Limited (Financial Adviser to Action Hotels)                                      Tel: +44 (0) 20 7220 1666

Adrian Hadden

Jessica Cave

Alex Bond

Action Real Estate Co KSCC                                                                                                c/o finnCap: as below

Vikas Arora, Chief Financial Officer

finnCap Ltd (Financial Adviser to AGH and AREC)                                                   Tel: +44 (0) 20 7220 0500

Henrik Persson

Simon Hicks

Max Bullen-Smith

Disclaimers

finnCap Ltd, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for AGH and AREC and no one else in connection with the possible offer and will not be responsible to anyone other than AGH and AREC for providing the protections afforded to clients of finnCap Ltd 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.

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 Limited, or for providing advice in relation to the matters referred to in this summary and the Announcement. 

Dealing disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover 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 Takeover 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.

Publication of this announcement on website

A copy of this announcement 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 by no later than noon on the business day following the 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 [email protected] or visit www.rns.com.
 
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