TIDMEHG
RNS Number : 2692U
Elegant Hotels Group PLC
21 November 2019
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
Recommended Cash Offer
for
Elegant Hotels Group plc
by
International Hotel Licensing Company S.à r.l.
a wholly-owned indirect subsidiary of
Marriott International, Inc.
RESULTS OF COURT MEETING AND GENERAL MEETING
The Board of Elegant Hotels Group plc ("Elegant") is pleased to
announce that at the Court Meeting and the General Meeting of
Elegant Shareholders held earlier today in connection with the
recommended cash offer for the entire issued and to be issued share
capital of Elegant by International Hotel Licensing Company S.à
r.l. ("IHLC"), a wholly-owned indirect subsidiary of Marriott
International, Inc. ("Marriott"), to be implemented by way of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme"), the resolutions proposed were
duly passed.
Details and the full text of the resolutions passed are set out
in the notices of the Court Meeting and General Meeting contained
in the Scheme Document dated 30 October 2019 which was sent or
otherwise made available to Elegant Shareholders.
Except as otherwise defined herein, capitalised terms used but
not defined in this announcement have the same meanings as given to
them in the Scheme Document.
Court Meeting
The voting on the resolution to approve the Scheme was taken on
a poll and the results were as follows:
Number of Percentage Number of Percentage Number of
Scheme Shares of Scheme Scheme Shareholders of Scheme Scheme Shares
voted Shares voted who voted Shareholders voted as
who voted a percentage
of the Scheme
Shares
FOR 67,737,702 99.72% 52 89.66% 76.27%
--------------- -------------- --------------------- -------------- ---------------
AGAINST 187,547 0.28% 6 10.34% 0.21%
--------------- -------------- --------------------- -------------- ---------------
TOTAL 67,925,249 100.00% 58 100.00% 76.48%
--------------- -------------- --------------------- -------------- ---------------
General Meeting
The voting on the Special Resolution to approve and provide for the implementation of the
Scheme, including the amendment to Elegant's articles of association and the re-registration
of the Company as a private company, was taken on a poll and the results were as follows:
Number of Percentage
Elegant Shares of Elegant
voted Shares voted
FOR 67,731,823 99.73%
---------------- --------------
AGAINST 186,247 0.27%
---------------- --------------
TOTAL 67,918,070 100.00%
---------------- --------------
WITHHELD 5,000 N/A
---------------- --------------
A withheld vote is not a vote in law and, accordingly, is not
counted in the calculation of the proportion of votes "For" and
"Against" the resolution concerned.
Effective Date and Expected Timetable
Completion of the Acquisition remains subject to the
satisfaction or, if applicable, waiver of the other Conditions set
out in the Scheme Document, including the sanction of the Scheme by
the Court and delivery of a copy of the Scheme Court Order to the
Registrar of Companies.
The expected timetable of principal events for the
implementation of the Scheme remains as set out in the Scheme
Document. The Court Hearing (to sanction the Scheme) is expected to
take place on 6 December 2019. If the Scheme becomes effective in
accordance with its terms, it is intended that dealings in Elegant
Shares on AIM will be suspended at 7.30 a.m. on 9 December 2019 and
subsequently be cancelled from admission to trading on AIM at 8.00
a.m. on 10 December 2019.
If any of the key dates set out in the timetable change, Elegant
will give notice of this change by issuing an announcement through
a Regulatory Information Service and by making such announcement
available on its website at
http://www.eleganthotelsgroup.com/investor-information/announcement/.
Enquiries:
Elegant Hotels Group plc
Simon Sherwood, Non-Executive Chairman
Sunil Chatrani, Chief Executive Officer
Jeff Singleton, Chief Financial Officer +1 (246) 432 6500
Liberum Capital Limited
(Financial adviser, nominated adviser and
broker to Elegant)
Clayton Bush
Chris Clarke
James Greenwood
Edward Phillips +44 (0) 203 100
William Hall 2222
------------------
Powerscourt
(Financial PR to Elegant)
Rob Greening +44 (0) 207 250
Lisa Kavanagh 1446
------------------
International Hotel Licensing Company S.à
r.l.
Connie Kim, Media Relations
Betsy Dahm, Investor Relations
Laura Paugh, Investor Relations +1 (301) 380 3000
------------------
PricewaterhouseCoopers LLP
(Financial adviser to Marriott and IHLC)
Simon Hampton
Jon Raggett +44 (0) 20 7583
Samantha Ward 5000
------------------
Important notices
PricewaterhouseCoopers LLP ("PwC"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as financial
adviser to Marriott and IHLC and for no one else in connection with
the Acquisition or other matters referred to in this Announcement
and will not be responsible to anyone other than Marriott and IHLC
for providing the protections afforded to its clients nor for
providing advice in relation to the Acquisition, the contents of
this Announcement or any other matters set out in this
Announcement.
Liberum Capital Limited ("Liberum"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
as financial adviser and broker to Elegant and for no one else in
connection with the Acquisition or other matters set out in this
Announcement and will not be responsible to anyone other than
Elegant for providing the protections afforded to its clients nor
for providing advice in relation to the Acquisition or other
matters set out in this Announcement.
This Announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise.
The Acquisition will be made solely on the terms set out in the
Scheme Document and the accompanying Forms of Proxy, which contain
the full terms and conditions of the Acquisition, including details
of how to vote in respect of the Acquisition. Any approval,
decision or other response to the Acquisition should be made only
on the basis of the information in the Scheme Document. Elegant
Shareholders are strongly advised to read the formal documentation
in relation to the Acquisition. Each Elegant Shareholder is urged
to consult its independent professional adviser immediately
regarding the tax consequences to it (or its beneficial owners) of
the Acquisition.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
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 about, and
observe, any applicable legal or regulatory requirements. In
particular, the ability of persons who are not resident in the UK
to vote their Elegant Shares at the Court Meeting or General
Meeting, or to appoint another person as proxy to vote at the Court
Meeting or General 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.
This Announcement has been prepared for the purpose of complying
with the laws of England and Wales, Market Abuse Regulation, 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 and Wales. Unless otherwise determined by IHLC
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 Acquisition by use of mail or any other means
or
instrumentality (including, without limitation, facsimile, email
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or any facility of a national, state or
other securities exchange of, any Restricted Jurisdiction.
Copies of this Announcement and any formal documentation
relating to the Acquisition will not be and must not be, directly
or indirectly, mailed or otherwise forwarded, distributed or sent
in, into or from any Restricted Jurisdiction or any jurisdiction
where to do so would violate the laws of that jurisdiction and
persons receiving such documents (including custodians, nominees
and trustees) must not mail or otherwise forward, distribute or
send them in, into or from any Restricted Jurisdiction. Doing so
may render invalid any related purported vote in respect of the
Acquisition.
Additional information for US investors
The Acquisition relates to the shares of a UK company and is
being made by means of a scheme of arrangement provided for under
the laws of England and Wales. A transaction effected by means of a
scheme of arrangement is not subject to the proxy solicitation or
tender offer rules under the Exchange Act and is exempt from the
registration requirements of the Securities Act. Accordingly, the
Acquisition will be subject to disclosure requirements and
practices applicable in the UK and to schemes of arrangement under
the laws of England and Wales, which are different from the
disclosure and other requirements of a US tender offer and US
Federal securities laws. Neither the SEC, nor any securities
commission of any state of the United States, has approved the
Acquisition, passed upon the fairness of the Acquisition or passed
upon the adequacy or accuracy of this document. Any representation
to the contrary is a criminal offence in the United States.
Financial information relating to Elegant included in this
Announcement and the Scheme Document has been or will have been
prepared in accordance with accounting standards applicable in the
United Kingdom that 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 United States.
It may be difficult for US holders of Elegant Shares to enforce
their rights and any claims they may have arising under US Federal
securities laws in connection with the Acquisition, since Elegant
is organised under the laws of a country other than the United
States, and some or all of its officers and directors may be
residents of countries other than the United States, and most of
the assets of Elegant are located outside of the United States. US
holders of Elegant Shares may not be able to sue a non-US company
or its officers or directors in a non-US court for violations of US
Federal securities laws. Further, it may be difficult to compel a
non-US company and its affiliates to subject themselves to a US
court's jurisdiction or judgment.
The Acquisition may, in the circumstances provided for in this
Announcement, instead be carried out by way of a Takeover Offer
under the laws of England and Wales. If IHLC exercises, with the
consent of the Takeover Panel, its right to implement the
Acquisition by way of a Takeover Offer, such Takeover Offer will be
made in compliance with applicable US tender offer and US Federal
securities laws and regulations, including the exemptions
therefrom. In accordance with normal UK practice, IHLC or its
nominees, or its brokers (acting as agents), may, from time to
time, make certain purchases of, or arrangements to purchase,
Elegant Shares outside of the United States, other than pursuant to
the Acquisition, until the date on which the Acquisition becomes
effective, lapses or is otherwise withdrawn. 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
per cent. 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 p.m. (London time) on the 10th Business Day following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30 p.m. (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 per cent. 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, save to the extent that these details have previously been
disclosed 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 p.m. (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 Takeover 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 on website and availability of hard copies
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), free of charge, on Elegant's website
https://www.eleganthotelsgroup.com/investor-information/regulatory-news
by no later than 12:00 noon on the Business Day following the date
of this Announcement. For the avoidance of doubt, neither the
contents of such website nor the content of any other website
accessible from hyperlinks on such website is incorporated into, or
forms part of, this Announcement.
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this Announcement, free of charge, by
contacting Link Asset Services Limited on 0371 664 0321 (from
within the UK) or +44 (0)371 664 0321 (from outside the UK) or, in
writing, at Link Asset Services, PXS, The Registry, 34 Beckenham
Road, Kent, BR3 4TU. A hard copy of this Announcement will not be
sent unless so requested. A person so entitled may also request
that all future documents, announcements and information to be sent
to them in relation to the Acquisition should be in hard copy
form.
Information relating to Elegant Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Elegant Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Elegant may be provided to IHLC during the
Offer Period as required under section 4 of Appendix 4 of the
Code.
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 rns@lseg.com or visit www.rns.com.
END
ROMEFLFLKFFLFBB
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November 21, 2019 10:24 ET (15:24 GMT)
Elegant Hotels (LSE:EHG)
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