REG - Hotel Chocolat Group - Director/PDMR Dealing - Exercise of Options

Hotel ChocolatAnnouncement

24/01/2024 07:15

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RNS Number : 6858A  Hotel Chocolat Group PLC  24 January 2024

 

24 January 2024

 

Hotel Chocolat Group plc

 

("Hotel Chocolat", the "Company" or the "Group")

 

Director/PDMR Dealing - Exercise of Options

The Company announces that options ("Options") over 2,966,984 ordinary shares
of 0.1p in the Company ("Ordinary Shares") have been exercised pursuant to the
Hotel Chocolat Group plc 2016 Long Term Incentive Plan (the "Plan"). The
Options were subject to an exercise price of 0.1 pence per Ordinary Share.

Certain of the Options have been exercised by persons discharging managerial
responsibilities ("PDMRs"), as set out below:

 PDMR / Director                                           No. of Shares covered by Options exercised under the Plan
 Jonathan Akehurst (Chief Financial Officer)               416,667
 Peter Harris (Development Director and Co-founder)        166,667
 Angus Thirlwell (Chief Executive Officer and Co-founder)  525,000

The Company also announces that options over a further 210,865 Ordinary Shares
have been exercised pursuant to the Hotel Chocolat Group plc 2016 Save As You
Earn Plan and Hotel Chocolat Group plc 2022 Restricted Stock Plan.  None of
the options exercised under these plans were held by PDMRs.

The exercises of options under all the Company's share plans were effective
upon sanction of the Scheme of Arrangement, pursuant to which all the Ordinary
Shares in issue and to be issued are to be acquired by Hive Bidco, Inc, a
wholly-owned subsidiary of Mars Incorporated.  The Ordinary Shares issued
pursuant to these option exercises will be acquired for cash under the terms
of the Scheme.

Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         1. Jonathan Akehurst

                                                                   2. Peter Harris

                                                                   3. Angus Thirlwell
 2    Reason for the notification

 a)   Position/status                                              1. Chief Financial Officer

                                                                   2. Development Director and Co-founder

                                                                   3. Chief Executive Officer and Co-founder
 b)   Initial notification /Amendment                              Initial Notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Hotel Chocolat Group plc

 b)   LEI                                                          213800B4D3J15PZHVY29

 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted
 a)   Description of the financial instrument, type of instrument

                                                                   Options over Ordinary shares of 0.1 pence each

      Identification code

                                                                   ISIN: GB00BYZC3B04
 b)   Nature of the transaction                                    Exercise of options pursuant to the Hotel Chocolat Group plc 2016 Long Term

                                                            Incentive Plan

 c)   Price(s) and volume(s)

Name               Price(s)   Volume(s)

                                                                   Jonathan Akehurst  0.1 pence   416,667
                                                                   Peter Harris       0.1 pence  166,667

                                                                   Angus Thirlwell    0.1 pence  525,000

 
 d)   Aggregated information

                                                                    N/A

      - Aggregated volume

      - Price
 e)   Date of the transaction                                      23 January 2024

 f)   Place of the transaction                                     Outside a trading venue

 

d)

 

Aggregated information

 

 

- Aggregated volume

- Price

 

 N/A

 

 

 

e)

 

Date of the transaction

 

23 January 2024

f)

 

Place of the transaction

 

Outside a trading venue

 

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

 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
 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, prospectus equivalent
document or exempted 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 independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.

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.

 

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