TIDMHOTC
RNS Number : 6855A
Hotel Chocolat Group PLC
24 January 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
24 January 2024
Hotel Chocolat Group plc ("Hotel Chocolat" or the "Company")
Rule 2.9 Announcement
and
Total Voting Rights
In accordance with Rule 2.9 of the City Code on Takeovers and
Mergers (the "Code"), the Company confirms that as at the date and
time of this announcement, it had in issue 140,800,314 ordinary
shares of 0.1 pence each, all of which carry one voting right per
share. The Company does not hold any ordinary shares in treasury.
The International Securities Identification Number for Company's
ordinary shares is GB00BYZC3B04.
The figure of 140,800,314 ordinary shares may be used by
shareholders as the denominator for the calculation by which they
will determine if they are required to notify their interest in, or
a change to their interest in, the Company, under the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules.
Capitalised terms used in this announcement which have not been
defined have the meanings given to them in the Scheme Document
published by the Company on 14 December 2023, unless the context
provides otherwise.
Enquiries
Hotel Chocolat
Stephen Alexander, Non-Executive Chairman
Angus Thirlwell, Co-Founder and CEO +44 (0)1763 257
Jonathan Akehurst, Chief Financial Officer 746
Lazard (Lead Financial Adviser and Rule 3
Adviser to Hotel Chocolat)
William Lawes
Davin Staats
Fariza Steel +44 (0)20 7187
Adam Blin 2000
Liberum (Co-Financial Adviser, Nominated
Adviser and Corporate Broker to Hotel Chocolat)
Dru Danford
Tim Medak
Ed Thomas +44 (0)20 3100
Matt Hogg 2000
Citigate Dewe Rogerson (Financial Communications
Adviser to Hotel Chocolat)
Angharad Couch
Ellen Wilton +44 (0)20 7638
Alex Winch 9571
IMPORTANT NOTICES
This announcement is for information purposes only and is not
intended to, and does not, constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities of Hotel
Chocolat in any jurisdiction in contravention of applicable law.
The Acquisition will be implemented solely pursuant to the terms of
the Scheme Document (or, if the Acquisition is implemented by way
of a Takeover Offer, the offer document), which will contain the
full terms and conditions of the Acquisition, including details of
how to vote in respect of the Acquisition. Any vote in respect of
the Scheme or other response in relation to the Acquisition should
be made only on the basis of the information contained in the
Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the offer document).
This announcement does not constitute a prospectus or a
prospectus-equivalent document.
Notices related to financial advisers
Lazard & Co., Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority ("FCA"), is
acting exclusively as lead financial adviser and Rule 3 adviser to
Hotel Chocolat and no one else in connection with the matters
described in this announcement and will not be responsible to
anyone other than Hotel Chocolat for providing the protections
afforded to clients of Lazard nor for providing advice in relation
to the contents of this announcement or any other matter or
arrangement referred to herein. Neither Lazard nor any of its
affiliates (nor their respective directors, officers, employees or
agents) owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Lazard in connection with this announcement, any matter,
arrangement or statement contained or referred to herein or
otherwise.
Liberum, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for
Hotel Chocolat and for no one else in connection with the subject
matter of this announcement and will not be responsible to anyone
other than Hotel Chocolat for providing the protections afforded to
its clients or for providing advice in connection with the subject
matter of this announcement. Neither Liberum nor any of its
affiliates (nor their respective directors, officers, employees or
agents) owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Liberum in connection with the Acquisition, this announcement,
any statement contained herein or otherwise. No representation or
warranty, express or implied, is made by Liberum as to the contents
of this announcement.
Overseas shareholders
The release, publication or distribution of this announcement in
or into jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves of, and
observe, any applicable legal or regulatory requirements.
Any failure to comply with such requirements may constitute a
violation of the securities laws of any such jurisdiction.
To the fullest extent permitted by applicable law, the companies
and persons involved in the Acquisition disclaim any responsibility
or liability for the violation of such restrictions by any person.
This announcement has been prepared for the purposes of complying
with English law, the AIM Rules and the 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 of England.
The availability of the Acquisition to Hotel Chocolat
Shareholders who are not resident in and citizens of the UK may be
affected by the laws of the relevant jurisdictions in which they
are located or of which they are citizens. Persons who are not
resident in the UK should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions.
In particular, the ability of persons who are not resident in the
UK to vote their Scheme Shares with respect to the Scheme at the
Court Meeting, or to appoint another person as proxy to vote at the
Court Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located. Any failure to
comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
Unless otherwise determined by Bidco or required by the Code,
and permitted by applicable law and regulation, the Acquisition
will not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Scheme by any such use, means, instrumentality or from within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Copies of
this announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such
documents relating to the Acquisition (including, without
limitation, agents, custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send it in or into or from
any Restricted Jurisdiction. Doing so may render invalid any
related purported vote in respect of the Acquisition. If the
Acquisition is implemented by way of an Takeover Offer (unless
otherwise permitted by applicable law and regulation), the Takeover
Offer may not be made directly or indirectly, in or into, or by the
use of mails or any means or instrumentality (including, but not
limited to, facsimile, e-mail or other electronic transmission,
telex or telephone) of interstate or foreign commerce of, or of any
facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Takeover Offer may not be capable
of acceptance by any such use, means, instrumentality or facilities
or from or within any Restricted Jurisdiction.
The availability of the Acquisition (including the Partial Share
Alternative) to Hotel Chocolat Shareholders who are not resident in
the UK may be affected by the laws of the relevant jurisdictions in
which they are resident. Persons who are not resident in the UK
should inform themselves of, and observe, any applicable
requirements.
The Acquisition shall be subject to the applicable requirements
of the Code, the Panel, the London Stock Exchange, the FCA and the
AIM Rules.
Additional information for US investors
The Acquisition is being made to acquire the shares of an
English company by means of a scheme of arrangement provided for
under English law. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules or the proxy
solicitation rules under the US Exchange Act. Accordingly, the
Scheme will be subject to disclosure requirements and practices
applicable in the UK to schemes of arrangement, which are different
from the disclosure requirements of the US tender offer and proxy
solicitation rules. The financial information included in this
announcement and the Scheme documentation has been or will have
been prepared in accordance with accounting standards applicable in
the United Kingdom and thus may not be comparable to financial
information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting
principles in the US. If Bidco exercises its right to implement the
acquisition of the Hotel Chocolat Shares by way of a Takeover
Offer, such offer will be made in compliance with applicable US
laws and regulations.
The receipt of cash pursuant to the Acquisition by a US holder
as consideration for the transfer of its Hotel Chocolat Shares
pursuant to the Scheme will likely be a taxable transaction for
United States federal income tax purposes and under applicable
United States state and local, as well as foreign and other, tax
laws. Each Hotel Chocolat Shareholder is urged to consult their
independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to them.
The Rollover Shares that may be issued under the Partial Share
Alternative have not been and will not be registered under the US
Securities Act of 1933 (the "Securities Act") or under the relevant
securities laws of any state or territory or other jurisdiction of
the US and will not be listed on any stock exchange. Accordingly,
the Rollover Shares may not be offered or sold in the US, except in
a transaction not subject to, or in reliance on an applicable
exemption from, the registration requirements of the Securities Act
and any applicable state securities laws. Bidco expects to issue
the Rollover Shares in reliance upon the exemption from the
registration requirements of the Securities Act provided by Section
3(a)(10) thereof ("Section 3(a)(10)"). Section 3(a)(10) exempts
securities issued in specified exchange transactions from the
registration requirement under the Securities Act where, among
other things, the fairness of the terms and conditions of the
issuance and exchange of such securities have been approved by a
court or governmental authority expressly authorised by law to
grant such approval, after a hearing upon the fairness of the terms
and conditions of the exchange at which all persons to whom the
Rollover Shares are proposed to be issued have the right to appear
and receive adequate and timely notice thereof. If Bidco exercises
its right to implement the acquisition of the Hotel Chocolat Shares
by way of a Takeover Offer, the Rollover Shares will not be offered
in the United States except pursuant to an exemption from or in a
transaction not subject to registration under the Securities
Act.
US holders who are or will be af liates of Bidco Group or Hotel
Chocolat prior to, or of Bidco Group after, the Effective Date will
be subject to certain US transfer restrictions relating to the
Rollover Shares received pursuant to the Scheme.
For the purposes of qualifying for the exemption from the
registration requirements of the Securities Act in respect of the
Rollover Shares issued pursuant to the Partial Share Alternative
afforded by Section 3(a)(10), Bidco Group will advise the Court
that its sanctioning of the Scheme will be relied upon by Bidco
Group as an approval of the Scheme following a hearing on its
fairness to Hotel Chocolat Shareholders.
Neither the US Securities and Exchange Commission nor any US
state securities commission has approved or disapproved of the
Partial Share Alternative nor the securities to which it relates or
determined if the Scheme Document is accurate or complete or
adequate. Any representation to the contrary is a criminal
offence.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act (to the extent applicable), Bidco
or its nominees, or its brokers (acting as agents), may from time
to time make certain purchases of, or arrangements to purchase,
Hotel Chocolat Shares outside of the US, other than pursuant to the
Acquisition, until the date on which the Acquisition and/or Scheme
becomes effective, lapses or is otherwise withdrawn. If such
purchases or arrangements to purchase were to be made, they would
be made outside of the US and would be in accordance with
applicable law, including the US Exchange Act and the Code. These
purchases may occur either in the open market at prevailing prices
or in private transactions at negotiated prices. Any information
about such purchases will be disclosed as required in the UK, will
be reported to a Regulatory Information Service and will be
available on the London Stock Exchange website at
www.londonstockexchange.com .
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) of the Code 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 disclosed under Rule
8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b)
of the Code 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 of the Code.
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 of
the Code).
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 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions) on Hotel Chocolat's website at
https://www.hotelchocolat.com/uk/investor-relations-offer.html by
no later than 12 noon (London time) on the business day following
the date of this announcement. For the avoidance of doubt, the
contents of these websites are not incorporated by reference and do
not form part of this announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, Hotel Chocolat
Shareholders, persons with information rights and participants in
Hotel Chocolat Share Schemes may request a hard copy of this
announcement by: (i) telephoning Equiniti on +44 (0) 371 384 2030.
If calling from outside of the UK, please ensure the country code
is used. Lines will be open from 8.30 a.m. to 5.30 p.m., Monday to
Friday (excluding public holidays in England and Wales); or (ii)
submitting a request in writing to Equiniti Limited, Aspect House,
Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom. For
persons who receive a copy of this announcement in electronic form
or via a website notification, a hard copy of this announcement
will not be sent unless so requested.
Such persons may also request that all future documents,
announcements and information to be sent to you in relation to the
Acquisition should be in hard copy form.
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END
RTTFXLLLZFLFBBK
(END) Dow Jones Newswires
January 24, 2024 02:00 ET (07:00 GMT)
Hotel Chocolat (LSE:HOTC)
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De Nov 2024 à Déc 2024
Hotel Chocolat (LSE:HOTC)
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