Publication of Admission Document

RNS Number : 1163A

Dalata Hotel Group PLC

18 December 2014

 

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), AUSTRALIA, CANADA, JAPAN, SWITZERLAND OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT 

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE, OR FORM THE BASIS OF AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW OR EXISTING ORDINARY SHARES OF DALATA HOTEL GROUP PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

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

Publication of Admission Document

Further to the proposed acquisition of the Moran Bewley's Hotel Group and the Placing announced yesterday, Dalata today announces the publication of an admission document for the Enlarged Group.

A combined Admission Document and Circular is being sent to the Company's shareholders today and will be available on the Company's website at www.dalatahotelgroup.com. The EGM to approve the Acquisition will be held at the Clyde Court Hotel, Lansdowne Road, Dublin 4 at 10:00 am on 5 January 2015

Capitalised terms used, but not defined in this announcement, have the same meanings as set out in  the Admission Document for the Enlarged Group.

For further information:
Dalata Hotel Group plc	www.dalathotelgroup.com
Dermot Crowley (Deputy Chief Executive)	Tel [phone]
Davy
Ronan Godfrey / Brian Ross / Anthony Farrell	Tel [phone]
PR
Padraig McKeon	Tel: [phone]

IMPORTANT NOTICES

The contents of this announcement, which have been prepared by and are the sole responsibility of the Company, have been approved by Davy solely for the purposes of section 21(2) (b) of the Financial Services and Markets Act 2000, as amended ("FSMA").

This announcement is an advertisement and not an admission document or a prospectus and investors and any persons who are invited to participate in the Placing should not subscribe for or purchase any shares referred to in this announcement (including, without limitation, the Placing Shares) except solely on the basis of information in the Admission Document to be published by the Company in due course in connection with the Placing and the Admission of Shares to trading on ESM and AIM ("the Admission").

The distribution or publication of this announcement, any related documents, and other information in connection with the Admission and Placing may be restricted by law in certain jurisdictions and persons into whose possession this announcement or any document or other information referred to herein are required to inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

Neither this announcement nor any copy of it and the other documents or other information relating to the Admission and Placing may be taken or transmitted into the United States, Australia, Canada or Japan or the Republic of South Africa or to a resident, national or citizen of the United States, Canada, Australia, Japan or the Republic of South Africa. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

This announcement does not constitute, or form part of, and should not be construed as, an offer for sale or subscription or solicitation of or invitation to make any offer to buy or subscribe for any securities. Neither this announcement nor any part of it shall from the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever. The information in this announcement is for background purposes only and does not purport to be full or complete. 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 in this announcement is subject to change.

Members of the public are not eligible to take part in the Placing. This Announcement is for information purposes only and is directed only at persons in member states of the European Economic Area (''Member States'') who are a ''Professional Client/Eligible Counterpart'' within the meaning of Annex II/Articles 24(2) of MiFID (Directive 2004/39/EC as amended). In addition, this Announcement is only directed at: (A) in the United Kingdom, to persons (i) who have professional experience in matters relating to investments and who fall within the definition of ''investment professionals'' in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the ''Order'') or who fall within Article 49 of the Order; (B) in Ireland to qualified investors who are a ''Professional Client/Eligible Counterpart'' as defined in the European Communities (Markets in Financial Instruments) Regulations 2007; and (C) to any other persons to whom it may otherwise be lawfully communicated (together all such persons being referred to as ''relevant persons''). The investment or investment activity to which this Announcement relates is available only to such persons. Any person who is not a relevant person should not act or rely on this Announcement or any of its contents.

The Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the 'Securities Act') or under any securities laws of any state or other jurisdiction of the United States or under the applicable securities law of Australia, Canada, Japan or the Republic of South Africa. The Shares may be offered or sold in the United States or to, or for the account or benefit, of, US persons (as defined in Regulation S under the Securities Act) only in a transaction registered under the Securities Act or in a transaction exempt from or not subject to the registration requirements of the Securities Act and in compliance with any applicable state securities laws. The Shares, subject to certain exceptions, may not be offered or sold, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or to or for the account or benefit, of, any national resident or citizen of such countries. There will be no public offering of the Shares.

This announcement may include statements that are, or may be deemed to be "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", "could", or "should" or, in each case, their negative or other variations or comparable terminology, including references to assumptions, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statement reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made. Subject to any legal or regulatory requirements, the Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in Company's expectations with regard thereto or any change in events, conditions or circumstance on which any such statement is based. Information in this announcement, past performance or any of the documents relation to the Placing, Admission and/or the Shares cannot be relied upon as a guide to future performance.

Davy, which is regulated in Ireland by the Central Bank of Ireland, is acting exclusively for the Company in relation to the Placing and Admission and will not regard any other person as its client in relation to the Placing or Admission and will not be responsible to any person other than the Company for providing the protections afforded to its clients or for advising any other person in relation to the Placing or Admission or any transaction or arrangement referred to or information contained in this announcement.

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

 

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