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
25 January
2024
RECOMMENDED CASH
ACQUISITION
of
HOTEL CHOCOLAT GROUP
PLC ("HOTEL CHOCOLAT")
by
HIVE BIDCO,
INC. ("BIDCO")
a wholly-owned indirect
subsidiary of Mars, Incorporated ("Mars")
SCHEME OF ARRANGEMENT (THE
"SCHEME") BECOMES EFFECTIVE
On 16 November 2023, the boards of
directors of Hotel Chocolat and Bidco, a wholly-owned indirect
subsidiary of Mars, Incorporated, announced that they had reached
agreement on the terms and conditions of a recommended cash
acquisition, pursuant to which Bidco will acquire the entire
issued, and to be issued, share capital of Hotel Chocolat (the
"Acquisition").
The scheme document in respect of
the Acquisition (the "Scheme
Document") was published and made
available to Hotel Chocolat Shareholders on 14 December
2023.
On 17 January 2024, Hotel Chocolat
announced that the Scheme had been approved by the requisite
majority of Scheme Shareholders at the Court Meeting held on 16
January 2024 and the Special Resolution relating to the
implementation of the Scheme had been approved by the requisite
majority of Hotel Chocolat Shareholders at the General Meeting also
held on 16 January 2024.
On 23 January 2024, Hotel Chocolat
announced that the High Court of Justice in England and Wales had
sanctioned the Scheme at the Court Sanction Hearing held on that
date.
Hotel Chocolat is pleased to
announce that, following the delivery of a copy of the Court Order
to the Registrar of Companies today, the Scheme has now become
effective in accordance with its terms and the entire issued share
capital of Hotel Chocolat is now owned by Bidco. The Acquisition
has therefore now completed.
As previously advised, trading in
Hotel Chocolat Shares on AIM was suspended with effect from 7.30
a.m. this morning, 25 January 2024. An application has been made to
the London Stock Exchange in relation to the cancellation of the
admission to trading of Hotel Chocolat Shares on AIM, which is
expected to take place at 7.00 a.m. on 26 January 2024. As a result
of the Scheme having become effective, share certificates in
respect of Hotel Chocolat Shares will cease to be valid documents
of title and entitlements to Hotel Chocolat Shares held in
uncertificated form in CREST are being cancelled.
A Scheme Shareholder on the register
of members of Hotel Chocolat at the Scheme Record Time, being 6.00
p.m. on 24 January 2024, is entitled to receive 375 pence for each
Hotel Chocolat Share held, unless such Scheme Shareholder has
validly elected for the Partial Share Alternative.
As the number of valid elections for
the Partial Share Alternative would have required the issue of
Rollover Shares exceeding the Partial Share Alternative Maximum,
such elections cannot be satisfied in full and Hotel Chocolat
Shareholders who have made valid elections for the Partial Share
Alternative have had such elections scaled down on a pro rata basis
by approximately 24.2 per cent. As a result, approximately 75.8 per
cent. of the Hotel Chocolat Shares in respect of which a valid
election has been made will be exchanged for Rollover Shares, with
consideration for any remaining Hotel Chocolat Shares being paid in
cash pursuant to the Cash Offer.
As set out in the Scheme Document,
any fractional entitlements of an Hotel Chocolat Shareholder to
Rollover Shares under the Partial Share Alternative will be rounded
down to the nearest whole number of Rollover Shares per eligible
Hotel Chocolat Shareholder. Fractional entitlements to Rollover
Shares will not be allotted or issued to such Hotel Chocolat
Shareholder but will be disregarded, and the consideration for each
applicable Hotel Chocolat Share will be paid in cash in accordance
with the terms of the Cash Offer.
Settlement of the cash consideration
to which any Scheme Shareholder is entitled will be effected by way
of electronic payment, the despatch of cheques (for Hotel Chocolat
Shareholders holding Scheme Shares in certificated form) or the
crediting of CREST accounts (for Hotel Chocolat Shareholders
holding Scheme Shares in uncertificated form) as soon as
practicable. The latest date for despatch of cheques and settlement
of the cash consideration in relation to the Acquisition through
CREST is 8 February 2024.
Certificates for the Rollover Shares
will be despatched by first class post (or by international post or
airmail, if overseas) within 14 days of the Effective Date to the
relevant Scheme Shareholders at the address appearing in the Hotel
Chocolat register of members at the Scheme Record Time.
Hotel Chocolat duly announces that,
as of the Scheme becoming effective earlier today, Stephen
Alexander, Angus Thirlwell, Peter Harris, Jonathan Akehurst, Greg
Hodder and Sophie Tomkins have resigned from the Hotel Chocolat
Board. Ross Plagman and Lisa Mather have been appointed to the
Hotel Chocolat Board as of the Scheme becoming Effective earlier
today.
The Company is no longer in an
"Offer Period" as defined in the Code and accordingly the dealing
disclosure requirements previously notified to investors no longer
apply.
Full details of the Acquisition are
set out in the Scheme Document published on 14 December
2023.
Capitalised terms used in this
announcement (unless otherwise defined) have the same meanings as
set out in the Scheme Document. All
references to times in this announcement are to London, United
Kingdom times unless otherwise stated.
Enquiries
Bidco and
Mars
Fabiano
Lima, Global VP of Corporate Affairs, Mars Snacking
Denise
Young, Global VP of Corporate Communications, Mars
|
+1 (312) 794
6200
|
Morgan Stanley (Financial
Adviser to Bidco and Mars)
Laurence
Hopkins
Imran
Ansari
Mae
Wang
Stuart
Wright
|
+44 (0)20 7425
8000
|
Brunswick (Public Relations
Adviser to Bidco and Mars)
Max
McGahan
Rosie
Oddy
James
Baker
|
+44 (0)20 7404
5959
|
Hotel
Chocolat
Angus
Thirlwell, Co-Founder and CEO
Jonathan
Akehurst, Chief Financial Officer
|
+44 (0)1763 257
746
|
Lazard (Lead Financial
Adviser and Rule 3 Adviser to Hotel Chocolat)
William
Lawes
Davin
Staats
Fariza
Steel
Adam
Blin
|
+44 (0)20 7187
2000
|
Liberum (Co-Financial
Adviser, Nominated Adviser and Corporate Broker to Hotel
Chocolat)
Dru
Danford
Tim
Medak
Ed
Thomas
Matt
Hogg
|
+44 (0)20 3100
2000
|
Citigate Dewe Rogerson
(Financial Communications Adviser to Hotel
Chocolat)
Angharad
Couch
Ellen
Wilton
Alex
Winch
|
+44 (0)20 7638
9571
|
Freshfields Bruckhaus Deringer LLP
is acting as legal adviser to Bidco and Mars in connection with the
Acquisition. Herbert Smith Freehills LLP is acting as legal adviser
to Hotel Chocolat in connection with the Acquisition.
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.
If you are in any doubt about
the contents of this announcement or the action you should take,
you are recommended to seek your own financial advice
immediately from your stockbroker, bank manager, solicitor,
accountant or other independent financial adviser duly authorised
under the Financial Services and Markets Act 2000 (as amended) if
you are resident in the United Kingdom or from another
appropriately authorised independent financial adviser if you are
taking advice in a territory outside the United
Kingdom.
Notices related to financial advisers
Morgan Stanley, which is authorised by the Prudential
Regulation Authority and regulated in the United Kingdom by the
Financial Conduct Authority and the Prudential Regulation
Authority, is acting exclusively as financial adviser to Bidco and
Mars and no one else in connection with the matters contained in
this announcement and Morgan Stanley, its affiliates and their
respective directors, officers, employees and agents will not
regard any other person as their client, nor will they be
responsible to anyone other than Bidco and Mars for providing the
protections afforded to clients of Morgan Stanley nor for providing
advice in connection with the matters contained in this
announcement or any other matter referred to
herein.
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 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 affiliates 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 advised 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.
Cautionary note regarding
forward-looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by Bidco, Mars and
Hotel Chocolat contain statements which are, or may be deemed to
be, "forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
Bidco, Mars and Hotel Chocolat about future events, and are
therefore subject to risks and uncertainties which could cause
actual results to differ materially from the future results
expressed or implied by the forward-looking
statements.
The forward-looking statements contained in this announcement
include statements relating to the expected effects of the
Acquisition on Bidco, Mars and Hotel Chocolat (including their
future prospects, developments and strategies), the expected timing
and scope of the Acquisition and other statements other than
historical facts. Often, but not always, forward-looking statements
can be identified by the use of forward-looking words such as
"prepares", "plans", "expects" or "does not expect", "is expected",
"is subject to", "budget", "projects", "synergy", "strategy",
"scheduled", "goal", "estimates", "forecasts", "cost-saving",
"intends", "anticipates" or "does not anticipate", or "believes",
or variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Forward looking
statements may include statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of Bidco's,
Hotel Chocolat's, any member of the Bidco Group's or any member of
the Hotel Chocolat Group's operations and potential synergies
resulting from the Acquisition; and (iii) the effects of global
economic conditions and governmental regulation on Bidco's, Hotel
Chocolat's, any member of the Bidco Group's or any member of the
Hotel Chocolat Group's business.
Although Bidco, Mars and Hotel Chocolat believe that the
expectations reflected in such forward-looking statements are
reasonable, Bidco, Mars and Hotel Chocolat can give no assurance
that such expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur
in the future. There are a number of factors that could cause
actual results and developments to differ materially from those
expressed or implied by such forward-looking
statements.
These factors include, but are not limited to: the ability to
complete the Acquisition; the ability to obtain requisite
regulatory and shareholder approvals and the satisfaction of other
Conditions on the proposed terms and schedule; changes in the
global political, economic, business and competitive environments
and in market and regulatory forces; changes in future exchange and
interest rates; changes in tax rates; future business combinations
or disposals; changes in general economic and business conditions;
changes in the behaviour of other market participants; and changes
in the anticipated benefits from the proposed transaction not being
realised as a result of: changes in general economic and market
conditions in the countries in which Bidco and Hotel Chocolat
operate, weak, volatile or illiquid capital and/or credit markets,
changes in tax rates, interest rate and currency value
fluctuations, the degree of competition in the geographic and
business areas in which Bidco and Hotel Chocolat operate and
changes in laws or in supervisory expectations or requirements.
Other unknown or unpredictable factors could cause actual results
to differ materially from those expected, estimated or projected in
the forward-looking statements. If any one or more of these risks
or uncertainties materialises or if any one or more of the
assumptions proves incorrect, actual results may differ materially
from those expected, estimated or projected. Such forward-looking
statements should therefore be construed in the light of such
factors. Neither Bidco, Mars nor Hotel Chocolat, nor any of their
respective associates or directors, members, managers, partners,
officers or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in
any forward-looking statements in this announcement will actually
occur. You are cautioned not to place any reliance on these
forward-looking statements. The forward-looking statements speak
only at the date of this announcement.
Other than in accordance with their legal or regulatory
obligations, neither Bidco, Mars nor Hotel Chocolat is under any
obligation, and Bidco, Mars and Hotel Chocolat expressly disclaim
any intention or obligation, to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
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 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,
and Bidco's website, at
https://www.mars.com/news-and-stories/press-releases-statements/recommended-acquisition-of-hotel-chocolat-group-plc
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.
No profit forecasts,
estimates or quantified financial benefits
statements
No
statement in this announcement is intended as a profit forecast,
profit estimate or quantified benefits statement for any period and
no statement in this announcement should be interpreted to mean
that earnings or earnings per share for Bidco or Hotel Chocolat for
the current or future financial years would necessarily match or
exceed the historical published earnings or earnings per share for
Bidco or Hotel Chocolat, as appropriate.
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.
Electronic
Communications
Please be aware that addresses, electronic addresses and
certain other information provided by Hotel Chocolat Shareholders,
persons with information rights and other relevant persons for the
receipt of communications from Hotel Chocolat may be provided to
Bidco during the offer period as required under Section 4 of
Appendix 4 of the Code to comply with Rule 2.11(c) of the
Code.