Last checked at 26 Sep 2011 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
26 September 2011
RECOMMENDED ACQUISITION
of
HOLIDAYBREAK PLC
by
PROMETHEON HOLDINGS (UK) LIMITED, A WHOLLY OWNED SUBSIDIARY OF COX & KINGS LIMITED
SCHEME OF ARRANGEMENT SANCTIONED BY COURT
On 27 July 2011, Holidaybreak Plc ("Holidaybreak") and Prometheon Holdings (UK) Limited, a wholly owned subsidiary of Cox & Kings Limited, ("Bidco") announced that they had reached agreement on the terms of a recommended acquisition, to be effected by means of a scheme of arrangement under Part 26 of the Companies Act (the "Scheme"), of the entire issued and to be issued share capital of Holidaybreak by Bidco. A circular containing, amongst other things, notices of the Court Meeting and the General Meeting, details of the Scheme and setting out the terms of the Acquisition (the "Scheme Document") was posted to Holidaybreak Shareholders on 10 August 2011.
Holidaybreak is pleased to announce that the Court sanctioned the Scheme on 22 September 2011. In order for the Scheme to become effective in accordance with its terms, the Court must now confirm the Reduction of Capital at the Court hearing which is scheduled to take place later today.
Dealings in Holidaybreak Shares on the London Stock Exchange are expected to be suspended with effect from 7.30a.m. today, and so the last time for registration for transfers of Holidaybreak Shares was 6.00 p.m. on 23 September 2011.
It is expected that the Scheme will become effective on 27 September 2011 and that the listing of Holidaybreak Shares on the Official List will be cancelled, and that Holidaybreak Shares will cease to be admitted to trading on the London Stock Exchange's main market for listed securities, with effect from 8.00 a.m. on 27 September 2011.
Terms defined in the Scheme Document shall have the same meaning in this announcement. The Scheme Document will remain available on Holidaybreak's website (www.holidaybreak.co.uk) until the Effective Date.
TIMETABLE TO COMPLETION
The expected timetable of principal events for the implementation of the Scheme remains as previously announced and is as follows*:
Last day of dealings in, and for registration of transfers of, Scheme Shares | 23 September 2011 |
Scheme Record Time | 6.00 p.m. on 23 September 2011 |
Reduction Court Hearing (to confirm the Reduction of Capital) | 26 September 2011 |
Effective Date | 27 September 2011 |
Cancellation of listing of Holidaybreak Shares | 8.00 a.m. on 27 September 2011 |
Date for despatch of cheques and settlement through CREST | Within 14 days of the Effective Date |
\* These times and dates are indicative only and will depend on, among other things, the date upon which the Court confirms the Reduction of Capital as well as the date on which the Court Orders are delivered to the Registrar of Companies and the Reduction Court Order is registered by the Registrar of Companies. All references to times are to London time.
Enquiries:
Brunswick (Public relations adviser to Holidaybreak)Craig Breheny Catherine Hicks Oliver Hughes | Tel: +44 20 7418 8900 |
Adfactors PR Pvt Ltd (Public relations adviser to Cox & Kings)Rama Naidu | Tel: +91 22 2281 3565 |
This announcement is not intended to and does not constitute, or form any part of, an offer to sell or an invitation to subscribe for or purchase any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition is being made solely through the Scheme Document, which contains the full terms and conditions of the Acquisition. Any response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document.
Overseas persons
The release, publication or distribution of this announcement in or into jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any applicable restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement has been prepared for the purpose of complying with English law and the City 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 the United Kingdom.
Shareholders in the United States should note that the Scheme relates to the shares of a UK company and will be governed by English law. Neither the proxy solicitation nor the tender offer rules under the US Securities Exchange Act of 1934, as amended, will apply to the Scheme. Moreover, the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. 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 UK 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.
No listing authority or equivalent has reviewed, approved or disapproved of this announcement or any of the proposals described herein.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of Holidaybreak, all "dealings" in any "relevant securities" of Holidaybreak (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. on the business day following the date of the relevant transaction. This requirement will continue until the Effective Date or when the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Holidaybreak, they will be deemed to be a single person for the purpose of Rule 8.3 of the City Code.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of Holidaybreak by Bidco or by Holidaybreak or by any of their respective "associates" for their own account during an "offer period", must be privately and publicly disclosed by no later than 12 noon on the business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of "relevant securities". In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8 of the City Code, you should contact an independent financial adviser authorised under the Financial Services and Markets Act 2000 or consult the Panel's website or contact the Panel on telephone number +44 (0) 20 7638 0129.