Posting of Scheme Document

    RNS Number : 5182A
  SSP Holdings PLC
  04 August 2008
   

    04/08/2008

    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 OF SUCH JURISDICTION

    RECOMMENDED ACQUISITION OF SSP HOLDINGS PLC BY H&F SENSOR BIDCO LIMITED - POSTING OF SCHEME DOCUMENT

    On 23 July 2008, the independent directors of SSP Holdings plc ("SSP") and the directors of H&F Sensor Bidco Limited ("H&F Bidco")
announced that they had reached agreement on the terms of a recommended cash acquisition by H&F Bidco of the entire issued and to be issued
share capital of SSP, to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme"). 

    The board of SSP announces that the Scheme Document which sets out, amongst other things, the full terms and conditions of the Scheme
and an explanatory statement (pursuant to section 897 of the Companies Act 2006), together with the action to be taken by SSP Shareholders,
is being posted to SSP Shareholders today. 

    Notices convening the Court Meeting and the General Meeting, to be held at the offices of Addleshaw Goddard LLP, 150 Aldersgate Street,
London EC1A 4EJ on Monday 1 September 2008 at 10.00 a.m. and 10.15 a.m. (or, in the case of the General Meeting, as soon thereafter as the
Court Meeting is concluded or adjourned), respectively, are contained in the Scheme Document.

    It is anticipated that the voting record time in respect of the Court Meeting and General Meeting will be 6.00 p.m. on 30 August 2008.

    Subject to the satisfaction or waiver of the Conditions to the Scheme, it is currently expected that:
    *     the date on which the Court will sanction the Scheme will be 19 September 2008;
    *     the last day of dealings in, and for registration of transfers of, SSP Shares will be 22 September 2008;
    *     the date on which the Court will confirm the reduction of capital related to the Scheme will be 23 September; and
    *     the Scheme and related reduction of capital will become effective on 24 September 2008.

    If any of these expected dates change, SSP will give adequate notice of the change by issuing an announcement through a Regulatory
Information Service.

    Unless the context otherwise requires, terms defined in the announcement dated 23 July 2008 have the same meaning in this announcement.


    For further information: 

 SSP Holdings plc                              +44 (0)1422 330022
 Gren Folwell

 H&F Sensor Bidco Limited                     +44 (0)20 7839 5111
 Stephen Duckett

 Credit Suisse Securities (Europe) Limited    +44 (0)20 7888 8888
 Financial adviser to Hellman & Friedman LLC
 David Whiteley

 KBC Peel Hunt Ltd                            +44 (0)20 7418 8900
 Independent financial adviser to SSP
 Oliver Scott/Richard Kauffer

 Weber Shandwick Financial                    +44 (0)20 7067 0700
 Public relations adviser to SSP
 Nick Oborne/John Moriarty


    Copies of the Scheme Document will be available on the investor relations section of the SSP website www.ssp-uk.com from 4 August 2008.

    This announcement is not intended to and does not constitute, or form part of, any offer to sell or invitation 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 Proposals or otherwise. The Proposals will be made solely through the Scheme Document, which will contain the full terms and
conditions of the Proposals, including details of how to vote in respect of the Proposals. Any acceptance or other response to the Proposals
should be made only on the basis of the information in the Scheme Document. 

    Credit Suisse Securities (Europe) Limited, which is authorised and regulated by the Financial Services Authority in the United Kingdom,
is acting as financial adviser exclusively to H&F Bidco and no one else in connection with the Acquisition and will not be responsible to
anyone other than to H&F Bidco for providing the protections offered to clients of Credit Suisse nor for providing advice in relation to the
Acquisition or any other matter referred herein.

    KBC Peel Hunt, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting as financial
adviser and corporate broker to SSP and no one else in connection with the Acquisition and will not be responsible to anyone other than to
SSP for providing the protections afforded to the clients of KBC Peel Hunt nor for providing advice in relation to the Acquisition or any
other matter referred to herein.

    The release, publication or 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
legal or regulatory requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws
of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the proposed Acquisition disclaim any
responsibility or liability for the violation of such restrictions by any person.

    This announcement has been prepared for the purpose of complying with English law 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
the UK.

    Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may have a
contractual or legal obligation to, forward this announcement and/or the Scheme Document and/or any other related document to any
jurisdiction outside the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction
before taking any action.

    US holders of SSP Shares should note that the Scheme relates to the shares of a UK company that is a "foreign private issuer" as defined
under Rule 3b-4 under the US Securities Exchange Act of 1934, as amended (the "Exchange Act") and will be governed by English law.
Accordingly, neither the proxy solicitation nor the tender offer rules under the Exchange Act will apply to the Scheme. Moreover, the Scheme
will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the
disclosure requirements of the US proxy solicitation rules and tender offer rules. Financial information included in the Scheme Document
will have been prepared in accordance with accounting standards applicable in the UK that may not be comparable to the accounting standards
applicable to financial statements of US companies.

    Dealing Disclosure Requirements 

    Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent. or
more of any class of "relevant securities" of SSP, all "dealings" in any "relevant securities" of that company (including by means of an
option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3:30 p.m.
(London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the Effective Date or
when the "offer period" for the purposes of the Code otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of SSP, they will be deemed to be a single
person for the purpose of Rule 8.3.
    Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of SSP by H&F Bidco or SSP, or by any of their
respective "associates", must be disclosed by no later than 12:00 noon (London time) on the Business Day following the date of the relevant
transaction.
    A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of
such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
    "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in
the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative referenced to, securities.
    Terms in quotation marks within this Section headed "Dealing Disclosure Requirements" are defined in the Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8 you should
consult the Panel.

This information is provided by RNS
The company news service from the London Stock Exchange
 
  END 
 
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