EGM Results

RNS Number : 2536B

Dalata Hotel Group PLC

05 October 2015

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, SWITZERLAND OR JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

This announcement is not an offer of securities for sale in the United States or any other jurisdiction. This announcement is an advertisement and not a prospectus (or prospectus equivalent document). Investors should not subscribe for or purchase any shares referred to in this announcement except solely on the basis of information in the prospectus published by Dalata Hotel Group plc on 10 September 2015 in connection with the Capital Raise.  Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

05 October 2015

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

Results of Extraordinary General Meeting held on 05 October 2015

On 10 September 2015 the Company posted a Circular to shareholders convening an Extraordinary General Meeting (the "EGM") to approve the Capital Raise. The Capital Raise is conditional upon, amongst other things, the approval by Shareholders of all of the Resolutions at the EGM and Admission.  

The EGM took place at 11.00 a.m. today at the Clayton Ballsbridge Hotel, Merrion Road, Ballsbridge, Dublin 4.

The Board of Dalata is pleased to announce that all of the Resolutions proposed at the EGM to approve the issue of, in aggregate, 42,666,666 New Ordinary Shares pursuant to the Firm Placing and Placing and Open Offer and other related matters were duly passed. 

The full text of each resolution was included in the Notice of EGM of the Company circulated to shareholders on 10 September 2015 and made available on the Company's website. www.dalatahotelgroup.com.

Votes were received from Shareholders in advance of the EGM were as follows:

Resolution	Detail	Votes For		Votes Against		Total        Votes	Votes Withheld 1
		No.	%	No.	%
1	To authorise the Directors to allot shares.	100,615,643	99.84%	165,401	0.16%	100,781,044	606,162
2	Special resolution to authorise the Directors to dis-apply statutory pre-emption rights.	100,611,643	99.83%	169,401	0.17%	100,781,044	606,162

₁ A vote withheld is not a vote in law and therefore is not counted in the calculation of the proportion of votes for or against the resolution.

The Capital Raise remains conditional upon the Placing and Open Offer Agreement becoming unconditional in all respects and upon Admission.

Applications have been made for 42,666,666 New Ordinary Shares to be admitted to trading on AIM and the ESM and it is expected that dealings in these shares will commence on 6 October 2015. The Enlarged Issued Share Capital will be 182,966,666 ordinary shares of €0.01 each.

Capitalised terms used, but not defined in this announcement, have the same meanings as set out in the Prospectus.

Enquiries:

Dalata Hotel Group plc                                                                        Tel [phone]

Pat McCann, CEO

Dermot Crowley, Deputy CEO, Business Development & Finance

Seán McKeon, CFO

Davy Corporate Finance (NOMAD and ESM Advisor)                           Tel [phone]

Ronan Godfrey

Brian Ross

Anthony Farrell

Investors, Analysts & Media Queries:                                                     

FTI Consulting                                                                                     Tel [phone]

Jonathan Neilan

Melanie Farrell

IMPORTANT NOTICE 

The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The material set forth herein is for information purposes only and should not be construed as an offer of securities for sale in the United States or any other jurisdiction. 

This announcement is an advertisement and not a prospectus and investors should not purchase any Shares referred to in this announcement except solely on the basis of information in the prospectus published by Dalata Hotel Group p.l.c. on 10 September 2015 in connection with the admission of the Shares to trading on the ESM market of the Irish Stock Exchange and the AIM market of the London Stock Exchange. 

The distribution or publication of this announcement, any related documents, and the offer, sale and/or issue of the Shares in certain jurisdictions may be restricted by law. No action has been taken to permit possession or distribution or publication of this announcement, other than in Ireland and the United Kingdom. Persons into whose possession this announcement (or any other offer or publicity material relating to the Shares) comes are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction. 

This announcement has been issued by the Company and is directed only at and being distributed to: (i) persons who are outside the United Kingdom, or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended from time to time (the "Order"), or (iii) persons who fall within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations etc), or (iv) persons to whom this announcement may otherwise be lawfully communicated, or (v) persons who are "professional clients" as defined in Schedule 2 of the Markets in Financial Instruments Regulations and, (vi) persons who are Qualifying Shareholders of the Company (all such persons together being referred to as "Relevant Persons"). Any investment activity to which this announcement relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents. 

This announcement has been issued by the Company and is directed only at and being distributed to persons in the European Economic Area ("EEA"): (a) who are professional investors within the meaning of Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers ("AIFMD") and, where permitted by the local law of the relevant EEA member state, investors other than professional investors. A "professional investor" is defined in AIFMD as an investor which is considered to be a professional client or may, on request, be treated as a professional client within the meaning of Annex II to Directive 2004/109/EC; and (b) only to the extent that the Shares in the Company: (i) are permitted to be marketed into the relevant EEA member state pursuant to Articles 31, 32 and 43 of AIFMD (as implemented into local law); or (ii) can otherwise be lawfully offered or sold (including on the basis of an unsolicited request from a professional investor).

This document may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the United States.  This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States.  Securities may not be offered or sold in the United States absent (i) registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") or (ii) an available exemption from registration under the Securities Act. The securities mentioned herein have not been, and will not be, registered under the Securities Act and will not be offered to the public in the United States.

The New Ordinary Shares and Open Offer Entitlements have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan, New Zealand, Switzerland or South Africa.

Any subscription for New Ordinary Shares in the proposed Issue should be made solely on the basis of the information contained in the Prospectus to be issued by the Company in connection with Admission. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment when the Prospectus is published. In particular, the proposals referred to herein are tentative and are subject to verification, material updating, revision and amendment. 

Certain statements contained in this announcement constitute "forward-looking statements" regarding the belief or current expectation of the Company and the Directors about the Company's financial condition, results of operations and business. Generally, but not always, words such as "may", "could", "should", "will", "expect", "intend", "estimate", "anticipate", "assume", "believe", "plan", "seek", "continue", "target", "goal", "would" or their negative variations or similar expressions identify forward-looking statements. Such forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Company and are difficult to predict, which may cause the actual results, performance, achievements or developments of the Company or the industries in which it operates to differ materially from any future results, performance, achievement or developments expressed or implied from these forward-looking statements. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. A number of material factors could cause actual results to differ materially from those contemplated by the forward-looking statements. None of the Company or Davy undertakes any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, unanticipated events, new information or otherwise occurring after the date of this announcement except as required by law or by any appropriate regulatory authority. 

The New Ordinary Shares are only suitable for investors who understand the potential risk of capital loss and that there may be limited liquidity in the underlying investments of the Company and in the Shares, for whom an investment in the New Ordinary Shares is part of a diversified investment programme and who fully understand and are willing to assume the risks involved in such an investment programme. There is no guarantee that the Issue will proceed and that Admission will occur and you should not base your financial decisions on the Company's intention in relation to the Admission and Issue at this stage. Acquiring Shares to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. When considering what further action you should take you are recommended to immediately consult, if you are resident in Ireland, an organisation or firm authorised or exempted pursuant to the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3) or the Investment Intermediaries Act 1995 (as amended) and, if you are resident in the United Kingdom, a person authorised under the Financial Services and Markets Act 2000, as amended by the United Kingdom, or another appropriately authorised professional adviser if you are in a territory outside Ireland or the United Kingdom. This announcement does not constitute a recommendation concerning the Issue. The price and value of the Shares may decrease as well as increase. Information in this announcement, past performance and any documents relating to the Issue or Admission cannot be relied upon as a guide to future performance. 

J&E Davy, which is authorised and regulated in Ireland by the Central Bank of Ireland, is acting exclusively for the Company and no one else in connection with Admission and the Capital Raise and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to Admission, the Capital Raise or any matter referred to herein.

In connection with the Issue and Admission, J&E Davy or any of its affiliates, acting as investors for its own account, in accordance with applicable legal and regulatory provisions, and subject to the provisions of the Placing and Open Offer Agreement, may retain, purchase, sell, offer to sell or otherwise deal for its own account(s) in relation to the Shares and/or related instruments in connection with the Capital Raise otherwise. Accordingly, references in the Prospectus, once published, to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, or any of its affiliates acting as investors for their own accounts. Except as required by applicable law or regulation, J&E Davy does not propose to make any public disclosure in relation to such transactions.

None of the Company or Davy or any of their respective affiliates, their respective directors, officers or employees, or any other person accepts any responsibility or liability whatsoever for the contents of, or makes any representation or warranty, express or implied, as to the accuracy, completeness, correctness or fairness of the information or opinions contained in, this announcement or any document referred to in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the Company  or their respective affiliates, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Accordingly, the Company or  Davy and any of their respective affiliates, their respective directors, officers or employees, and any other person acting on their behalf expressly disclaims any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this announcement, whether in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith

 

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