Publication of Scheme Document
14/12/2023 08:02
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RNS Number : 7208W Hotel Chocolat Group PLC 14 December 2023
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
14 December 2023
RECOMMENDED CASH ACQUISITION
of
HOTEL CHOCOLAT GROUP PLC ("HOTEL CHOCOLAT" OR THE "COMPANY")
by
HIVE BIDCO, INC. ("BIDCO")
a wholly-owned indirect subsidiary of Mars, Incorporated ("Mars")
to be effected by means of a scheme of arrangement under Part 26 of the
Companies Act 2006
PUBLICATION OF SCHEME DOCUMENT
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"). It is intended
that the Acquisition will be implemented by way of a Court-sanctioned scheme
of arrangement (the "Scheme") under Part 26 of the Companies Act 2006 (the
"Act").
Publication of the Scheme Document
Hotel Chocolat is pleased to announce that a circular in relation to the
Scheme (the "Scheme Document") has been published today, setting out (among
other things) a letter from the Chairman of Hotel Chocolat, an explanatory
statement pursuant to section 897 of the Act, the full terms and conditions of
the Acquisition, an expected timetable of principal events, notices of the
Court Meeting and the General Meeting and details of the actions to be taken
by Hotel Chocolat Shareholders, together with the related Forms of Proxy for
the Court Meeting and the General Meeting and Form of Election for the Partial
Share Alternative. The Scheme Document is made available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, at
Hotel Chocolat's website at
https://www.hotelchocolat.com/uk/investor-relations-offer.html
(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
(https://www.mars.com/news-and-stories/press-releases-statements/recommended-acquisition-of-hotel-chocolat-group-plc)
.
Hard copies of the Scheme Document (or, depending on Hotel Chocolat
Shareholders' communication preferences, a letter or email giving details of
the website where the Scheme Document may be accessed), Forms of Proxy for the
Court Meeting and the General Meeting and a Form of Election will be sent to
Hotel Chocolat Shareholders, other than to Hotel Chocolat Shareholders in
Restricted Jurisdictions and, for information only, to holders of awards and
options under the Hotel Chocolat Share Schemes.
Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Scheme Document. All references to
times in this announcement are to London times unless otherwise stated.
Action required
As further detailed in the Scheme Document, in order to become Effective, the
Scheme will require, among other things, that the requisite majority of: (i)
eligible Scheme Shareholders vote in favour of the Scheme at the Court
Meeting; and (ii) eligible Hotel Chocolat Shareholders vote in favour of the
Special Resolution at the General Meeting. The Scheme must also be sanctioned
by the Court. The Scheme is also subject to the satisfaction or waiver (where
applicable) of the other Conditions and further terms that are set out in the
Scheme Document.
Notices of the Court Meeting and the General Meeting of Hotel Chocolat, both
of which will be held at Herbert Smith Freehills LLP, Exchange House, Primrose
Street, London EC2A 2EG on 16 January 2024 are set out in the Scheme Document.
The Court Meeting will start at 11:30 a.m. on that date and the General
Meeting at 11:45 a.m. or as soon thereafter as the Court Meeting concludes or
is adjourned.
Any changes to the arrangements for the Court Meeting and the General Meeting
will be communicated to Scheme Shareholders and Hotel Chocolat Shareholders
before the Meetings, through Hotel Chocolat's website at
https://www.hotelchocolat.com/uk/investor-relations-offer.html
(https://www.hotelchocolat.com/uk/investor-relations-offer.html) and by
announcement through a Regulatory Information Service.
It is important that, for the Court Meeting in particular, as many votes as
possible are cast so that the Court may be satisfied that there is a fair
representation of shareholder opinion. Whether or not Scheme Shareholders
intend to attend, speak and/or vote at the Court Meeting, Scheme Shareholders
are strongly encouraged to submit proxy appointments and instructions for the
Court Meeting and the General Meeting as soon as possible, using any of the
methods set out in the Scheme Document, to ensure their vote is recorded.
Scheme Shareholders are strongly encouraged to appoint "the Chairman of the
meeting" as their proxy.
Recommendation
The Hotel Chocolat Directors, who have been so advised by Lazard and Liberum
as to the financial terms of the Cash Offer, consider the terms of the Cash
Offer to be fair and reasonable. In providing their advice to the Hotel
Chocolat Directors, Lazard and Liberum have taken into account the commercial
assessments of the Hotel Chocolat Directors. Lazard is providing independent
financial advice to the Hotel Chocolat Directors for the purposes of Rule 3 of
the Code.
Accordingly, in order to implement the Acquisition, the Hotel Chocolat
Directors unanimously recommend that the Scheme Shareholders vote in favour of
the Scheme at the Court Meeting and Hotel Chocolat Shareholders vote in favour
of the Special Resolution to be proposed at the General Meeting, as the Hotel
Chocolat Directors have irrevocably undertaken to do in respect of their Hotel
Chocolat Shares.
The Hotel Chocolat Directors are not making any recommendation to holders of
Hotel Chocolat Shares in relation to the Partial Share Alternative. In
considering the terms of the Partial Share Alternative, Lazard, Liberum and
the Hotel Chocolat Directors have identified certain key disadvantages and
advantages of electing for the Partial Share Alternative outlined in the
Scheme Document.
Hotel Chocolat Shareholders should carefully read the Scheme Document in its
entirety before making a decision with respect to the Scheme.
Timetable
The Scheme Document contains an expected timetable of principal events in
relation to the Scheme, which is also set out in the Appendix to this
announcement. The Scheme remains conditional on the approval of the requisite
majority of eligible Scheme Shareholders at the Court Meeting, the requisite
majority of eligible Hotel Chocolat Shareholders at the General Meeting and on
the satisfaction (or, where applicable, waiver) of the other Conditions set
out in the Scheme Document, including the approval of the Court. The Scheme is
expected to become effective on or around 25 January 2024.
If the Scheme is sanctioned as outlined above, it is expected that the last
day of dealings in, and registration of transfers of, Hotel Chocolat Shares on
the London Stock Exchange will be 24 January 2024 and no transfers shall be
registered after 6:00 p.m. on that date. Following this, it is expected that
Hotel Chocolat Shares will be suspended from trading on AIM by 7:30 a.m. on 25
January 2024. It is intended that, prior to the Effective Date, applications
will be made to the London Stock Exchange for Hotel Chocolat Shares to cease
to be admitted to trading on AIM, to take effect shortly following the
Effective Date.
Questions
If Hotel Chocolat Shareholders have any questions about this announcement, the
Scheme Document, the Court Meeting or the General Meeting, or you are in any
doubt as to how to submit your proxies electronically or how to complete the
Forms of Proxy, please contact the Shareholder Helpline operated by Equiniti,
Hotel Chocolat's Registrar, on +44 (0)371 384 2030. Please use the country
code if calling from outside the UK. Lines are open between 8:30 a.m. and 5:30
p.m. Monday to Friday (except public holidays in England and Wales). Calls
from outside the UK will be charged at the applicable international rate.
Different charges may apply to calls from mobile telephones. Please note that
calls may be monitored or recorded and Equiniti cannot provide advice on the
merits of the Acquisition or the Scheme or give any financial, legal or tax
advice.
Enquiries
Bidco and Mars +1 (312) 794 6200
Fabiano Lima, Global VP of Corporate Affairs, Mars Snacking
Denise Young, Global VP of Corporate Communications, Mars
Morgan Stanley (Financial Adviser to Bidco and Mars) +44 (0)20 7425 8000
Laurence Hopkins
Imran Ansari
Mae Wang
Stuart Wright
Brunswick (Public Relations Adviser to Bidco and Mars) +44 (0)20 7404 5959
Max McGahan
Rosie Oddy
James Baker
Hotel Chocolat +44 (0)1763 257 746
Stephen Alexander, Non-Executive Chairman
Angus Thirlwell, Co-Founder and CEO
Jonathan Akehurst, Chief Financial Officer
Lazard (Lead Financial Adviser and Rule 3 Adviser to Hotel Chocolat) +44 (0)20 7187 2000
William Lawes
Davin Staats
Fariza Steel
Adam Blin
Liberum (Co-Financial Adviser, Nominated Adviser and Corporate Broker to Hotel +44 (0)20 3100 2000
Chocolat)
Dru Danford
Tim Medak
Ed Thomas
Matt Hogg
Miquela Bezuidenhoudt
Citigate Dewe Rogerson (Financial Communications Adviser to Hotel Chocolat) +44 (0)20 7638 9571
Angharad Couch
Ellen Wilton
Alex Winch
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 Takeover 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 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 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
(http://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, the
Scheme Document and the documents required to be published under Rule 26 of
the Code 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
(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
(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 Takeover 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 Takeover Code to comply with Rule 2.11(c) of
the Takeover Code.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable is based on Hotel Chocolat's and Bidco's
current expected dates for the implementation of the Scheme and is subject to
change. If any of the dates and/or times in this expected timetable changes,
the revised dates and/or times will be notified to Hotel Chocolat Shareholders
by announcement through the Regulatory Information Service of the London Stock
Exchange, with such announcement also being made available on Hotel Chocolat's
and Bidco's websites.
Event Time and/or date ((1))
Publication of the Scheme Document 14 December 2023
Latest time for lodging Forms of Proxy for the:
Court Meeting (BLUE form) 11:30 a.m. on 12 January 2024((2))
General Meeting (YELLOW form) 11:45 a.m. on 12 January 2024((3))
Voting Record Time 6:30 p.m. on 12 January 2024((4))
Court Meeting 11:30 a.m. on 16 January 2024
General Meeting 11:45 a.m. on 16 January 2024((5))
The following dates and times are indicative only and are subject to
change((1)).
( )
Election Return Time for the Form of Election (GREEN form) or TTE instructions 1:00 p.m. on 22 January 2024
in respect of the Partial Share Alternative and KYC Information in a form
satisfactory to Bidco
Court Sanction Hearing 23 January 2024
Last day for dealings in, and for the registration of transfer of, Hotel 24 January 2024
Chocolat Shares
Scheme Record Time 6:00 p.m. on 24 January 2024
Disablement of CREST in respect of Hotel Chocolat Shares 24 January 2024
Suspension of dealings in Hotel Chocolat Shares On 25 January 2024 by 7.30 a.m.
Effective Date of the Scheme 25 January 2024
Cancellation of admission to trading of Hotel Chocolat Shares On 26 January 2024 by 7:30 a.m.
Latest date for despatch of cheques and crediting of CREST accounts for cash 8 February 2024
consideration due under the Scheme and share certificates in respect of the
Partial Share Alternative
Long-Stop Date 17 May 2024((6))
(1) The dates and times given are indicative only and are based on current
expectations and are subject to change.
References to times are to London, United Kingdom time unless otherwise
stated. If any of the times and/or dates above change, the revised times
and/or dates will be notified to Hotel Chocolat Shareholders by announcement
through a Regulatory Information Service.
Participants in the Hotel Chocolat Share Schemes will receive a separate
communication to inform them of the effect of the Scheme on their rights under
the Hotel Chocolat Share Schemes, including details of any appropriate
proposals being made to them and dates and times relevant to them.
(2) It is requested that BLUE Forms of Proxy for the Court Meeting be lodged
not later than 48 hours prior to the time appointed for the Court Meeting or,
if the Court Meeting is adjourned, 48 hours prior to the time fixed for any
adjourned Court Meeting (excluding any part of such 48 hour period falling on
a day that is not a working day). If the BLUE Form of Proxy for the Court
Meeting is not lodged by 11:30 a.m. on 12 January 2024, it may be: (i) scanned
and emailed to Equiniti at the following email address:
proxyvotes@equiniti.com; or (ii) presented in person to the Equiniti
representative who will be present at the Court Meeting, any time prior to the
commencement of the Court Meeting (or any adjournment thereof).
(3) In order to be valid, the YELLOW Forms of Proxy for the General Meeting
must be lodged not later than 11:45 a.m. on 12 January 2024 or, if the General
Meeting is adjourned, 48 hours prior to the time fixed for the adjourned
General Meeting (excluding any part of such 48 hour period falling on a day
that is not a working day). The YELLOW Forms of Proxy cannot be presented in
person to the Equiniti representative at the General Meeting and will be
invalid if submitted after the deadline.
(4) If either the Court Meeting or the General Meeting is adjourned, the
Voting Record Time for the relevant adjourned meeting will be 6:30 p.m. on the
day which is two Business Days prior to the date of the adjourned Meeting.
(5) To commence at 11:45 a.m. or as soon thereafter as the Court Meeting
concludes or is adjourned.
(6) This is the latest date by which the Scheme may become Effective.
However, the Long-Stop Date may be extended to such later date as may be
agreed by Hotel Chocolat and Bidco (with the Panel's consent and as the Court
may approve (if such consent and/or approval is required)) or if the Panel
requires an extension to the Long-Stop Date pending final determination of an
issue under section 3(g) of Appendix 7 of the Code.
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