REG - Hotel Chocolat Group - Rule 2.9 Announcement and Total Voting Rights

Hotel ChocolatAnnouncement

24/01/2024 07:15

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RNS Number : 6855A  Hotel Chocolat Group PLC  24 January 2024

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

24 January 2024

 

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

Rule 2.9 Announcement

 

and

 

Total Voting Rights

 

 

In accordance with Rule 2.9 of the City Code on Takeovers and Mergers (the
"Code"), the Company confirms that as at the date and time of this
announcement, it had in issue 140,800,314 ordinary shares of 0.1 pence each,
all of which carry one voting right per share. The Company does not hold any
ordinary shares in treasury. The International Securities Identification
Number for Company's ordinary shares is GB00BYZC3B04.

 

The figure of 140,800,314 ordinary shares may be used by shareholders as the
denominator for the calculation by which they will determine if they are
required to notify their interest in, or a change to their interest in, the
Company, under the Financial Conduct Authority's Disclosure Guidance and
Transparency Rules.

 

Capitalised terms used in this announcement which have not been defined have
the meanings given to them in the Scheme Document published by the Company on
14 December 2023, unless the context provides otherwise.

 

Enquiries

 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
 Citigate Dewe Rogerson (Financial Communications Adviser to Hotel Chocolat)     +44 (0)20 7638 9571

 Angharad Couch

 Ellen Wilton

 Alex Winch

 

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.

Notices related to financial advisers

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 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/) .

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
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) 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.

 

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.

 

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