Hogg Robinson Group Regulatory News (HRG)

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 OF SUCH JURISDICTION

21 February 2018

RECOMMENDED CASH ACQUISITIONofHOGG ROBINSON GROUP PLCbyGLOBAL BUSINESS TRAVEL HOLDINGS LIMITED(a wholly-owned subsidiary of GBT III B.V.)

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Posting of the Scheme Document

On 9 February 2018, the boards of Hogg Robinson Group plc ("Hogg Robinson" or the "Company") and Global Business Travel Holdings Limited ("GBT Holdings"), a wholly-owned subsidiary of GBT III B.V. ("GBT"), announced that they had reached agreement on the terms of a recommended cash acquisition by GBT Holdings of the entire issued and to be issued ordinary share capital of Hogg Robinson (the "Acquisition"). It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

Hogg Robinson and GBT Holdings are pleased to announce that Hogg Robinson is today posting to Hogg Robinson Shareholders a circular in relation to the Acquisition (the "Scheme Document"), together with forms of proxy for the Court Meeting and the General Meeting. The Scheme Document sets out, among other things, a letter from the Chairman of Hogg Robinson, the full terms and conditions of the Scheme, an explanatory statement, notices of the Court Meeting and the General Meeting, an expected timetable of principal events and details of the action to be taken by Hogg Robinson Shareholders.

Hogg Robinson and GBT Holdings will also be sending details of the proposals being made to participants in the Hogg Robinson Share Schemes to such participants.

As described in the Scheme Document, the Scheme will require the approval of the Hogg Robinson Shareholders at the Court Meeting and the passing of a special resolution at the General Meeting, and then the sanction of the Court.

The Court Meeting and the General Meeting to approve the Scheme (and the steps contemplated by the Scheme) are scheduled to be held at 10.00 a.m. and 10.15 a.m. (or as soon thereafter as the Court Meeting has concluded or been adjourned), respectively, on 16 March 2018 at the offices of Macfarlanes LLP, 20 Cursitor Street, London EC4A 1LT.

Subject to the approval of the Hogg Robinson Shareholders at the relevant meetings, the satisfaction or waiver of the other Conditions set out in the Scheme Document and the sanction of the Scheme by the Court, the Scheme is expected to become effective in the second quarter of 2018. The expected timetable of principal events is set out below in this announcement.

The Scheme Document will be made available on Hogg Robinson's website (www.hoggrobinson.com) up to and including the end of the Offer Period. The contents of such website are not incorporated into, and do not form part of, this announcement.

For information purposes only, the Scheme Document will also be sent, or made available, to persons with information rights and holders of options granted under the Hogg Robinson Share Schemes.

Copies of the Scheme Document will be submitted to the National Storage Mechanism later today, and will be available for inspection at www.morningstar.co.uk/uk/NSM/.

Capitalised terms used but not defined in this announcement have the meaning given to them in the Scheme Document.

Expected timetable of principal events

The following indicative timetable sets out the expected dates for the implementation of the Scheme. All references to time are to London time unless otherwise stated.

Helpline

If you have any questions about the Scheme Document, the Court Meeting or the General Meeting, or are in any doubt as to how to complete and/or return the Forms of Proxy, please telephone Equiniti on 0371 384 2050 (from within the UK) or +44 (0)121 415 0259 (from outside the UK). Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 8.30 a.m. and 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales. Please note that Equiniti cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Enquiries

Macfarlanes LLP is acting for Hogg Robinson in connection with the Acquisition and Freshfields Bruckhaus Deringer LLP is acting for GBT in connection with the Acquisition.

Important notices

Morgan Stanley, which is authorised and regulated in the UK by the FCA, is acting exclusively for GBT Holdings and GBT and no-one else in connection with the Acquisition and will not be responsible to anyone other than GBT Holdings and GBT for providing the protections afforded to clients of Morgan Stanley nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

Rothschild, which is authorised and regulated in the UK by the FCA, is acting exclusively for Hogg Robinson and no-one else in connection with the Acquisition and will not be responsible to anyone other than Hogg Robinson for providing the protections afforded to clients of Rothschild nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

Investec, which is authorised by the Prudential Regulation Authority and regulated in the UK by the FCA and the Prudential Regulation Authority, is acting exclusively for Hogg Robinson and for no-one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Hogg Robinson for providing the protections afforded to clients of Investec nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this announcement.

Peel Hunt, which is authorised and regulated in the UK by the FCA, is acting exclusively for Hogg Robinson and for no-one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Hogg Robinson for providing the protections afforded to clients of Peel Hunt nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this announcement.

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 Hogg Robinson in any jurisdiction in contravention of applicable law. The Acquisition will be made solely on the terms set out in the Scheme Document, which contains 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 on the information contained in the Scheme Document. Hogg Robinson Shareholders are advised to read carefully the Scheme Document and related Forms of Proxy.

Please be aware that addresses, electronic addresses and certain other information provided by Hogg Robinson Shareholders, persons with information rights and other relevant persons for the receipt of communications from Hogg Robinson may be provided to GBT Holdings during the Offer Period, as required under Section 4 of Appendix 4 to the Code, to comply with Rule 2.11(c).

Overseas jurisdictions

The release, publication or distribution of this announcement in, into or from 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 Hogg Robinson Shares with respect to the Scheme at the Court Meeting, and/or the General Meeting, or to appoint another person as proxy to vote at the Court Meeting and/or the 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 purposes of complying with English law 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 England and Wales.

Copies of this announcement and formal documentation relating to the Acquisition will not be and must not be, 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. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law or regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails 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 and the Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.

Additional information for US investors

The Acquisition is being made to acquire the securities 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 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 rules. The financial information included in this announcement and the Scheme Document has been or will have been prepared in accordance with IFRS 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 GBT Holdings exercises its right to implement the acquisition of Hogg Robinson 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 Scheme Shares pursuant to the Scheme will likely be a taxable transaction for US federal income tax purposes and under applicable US state and local tax laws. Each Hogg Robinson Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.

It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities laws, since GBT Holdings and Hogg Robinson are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, GBT Holdings or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Hogg Robinson 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. 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 (if required) will be available on the London Stock Exchange website at www.londonstockexchange.com.

Forward-looking statements

This announcement (including information incorporated by reference in this announcement), contains 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 GBT Holdings, GBT or Hogg Robinson (as applicable) 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, without limitation, statements relating to the expected effects of the Acquisition on GBT Holdings, GBT and Hogg Robinson the expected timing and scope of the Fraedom Disposal, 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 "plans", "targets", "aims", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "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. GBT Holdings, GBT and Hogg Robinson 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. Important factors that could cause actual results, performance or achievements of GBT Holdings, GBT or Hogg Robinson to differ materially from the expectations of GBT Holdings, GBT or Hogg Robinson, as applicable, include, among other things, general business and economic conditions globally or within the travel sector, industry trends, competition, the ability to retain existing clients and win new clients, changes in government and other regulation, changes in political and economic stability, disruptions in business operations due to reorganisation activities (whether or not GBT Holdings and/or GBT combines with Hogg Robinson), interest rate and currency fluctuations, the failure to satisfy any conditions for the Acquisition (and/or the Fraedom Disposal) on a timely basis or at all, the failure to satisfy the conditions of the Acquisition (and/or the Fraedom Disposal) if and when implemented (including approvals or clearances from regulatory and other agencies and bodies) on a timely basis or at all, the failure of GBT Holdings and/or GBT to combine with Hogg Robinson on a timely basis or at all, the inability of the Combined Group to realise successfully any anticipated synergy benefits when the Acquisition is implemented, the inability of the Combined Group to integrate successfully GBT Holdings', GBT's and Hogg Robinson's operations and programmes when the Acquisition is implemented, the Combined Group incurring and/or experiencing unanticipated costs and/or delays or difficulties relating to the Acquisition when the Acquisition is implemented. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. None of GBT Holdings, GBT, Hogg Robinson, nor any of their respective associates or directors, 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 undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations (including under the Listing Rules, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules of the FCA), none of GBT Holdings, GBT or Hogg Robinson is under any obligation, and GBT Holdings, GBT and Hogg Robinson 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.

No profit forecasts or profits estimates

The Hogg Robinson Profit Forecast is a profit forecast for the purposes of Rule 28 of the Code. As required by Rule 28.1 of the Code, the assumptions on which the Hogg Robinson Profit Forecast is based are set out in Part 6 (Hogg Robinson Profit Forecast) of the Scheme Document.

Other than the Hogg Robinson Profit Forecast, no statement in this announcement (including any statement of estimated synergies) is intended as a profit forecast or profit estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per ordinary share for Hogg Robinson for the current or future financial years would necessarily match or exceed the historical published earnings per Hogg Robinson Share, as appropriate.

Dealing disclosure requirements

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) 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% 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 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.

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 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 consult 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.

Publication on website and 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 Hogg Robinson's website (www.hoggrobinson.com) and on GBT Holdings' website (www.amexglobalbusinesstravel.com/news) by no later than 12.00 noon on the business day following the date of publication of this announcement. Save as expressly referred to in this announcement, the contents of these websites are not incorporated into and do not form part of this announcement.

Hogg Robinson Shareholders (and the shareholders of GBT Holdings), persons with information rights and certain other relevant persons may request a hard copy of this announcement, free of charge, by either calling Hogg Robinson's registrar, Equiniti, on 0371 384 2050 (from within the UK) or +44 (0)121 415 0259 (from outside the UK), or writing to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. For Hogg Robinson Shareholders 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. In accordance with Rule 30.3 of the Code, 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.

Rounding

Figures (if any) included in this announcement may have been subjected to rounding adjustments. Accordingly, any figures shown for the same category presented in different tables may vary slightly and figures shown as totals in tables (if any) may not be an arithmetic aggregation of the figures that precede them.

Time

All times shown in this announcement are London times, unless otherwise stated.