Results of Placing and Open Offer

RNS Number : 5590A

Dalata Hotel Group PLC

29 September 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.

Dalata Hotel Group plc

Results of Placing and Open Offer

On 9 September 2015, Dalata Hotel Group p.l.c. ("Dalata" or the "Company") announced details of a proposed Firm Placing and Placing and Open Offer (the "Capital Raise") to raise gross proceeds of approximately €160 million through the issue of, in aggregate, 42,666,666 New Ordinary Shares at an Issue Price of €3.75 per New Ordinary Share, with 28,060,000 New Ordinary Shares to be issued through the Placing and Open Offer and 14,606,666 New Ordinary Shares to be issued through the Firm Placing.

The Open Offer closed for acceptances at 11.00 a.m. on 28 September 2015.  Dalata is pleased to announce that it has received valid acceptances under the Open Offer in respect of 26,252,660 Open Offer Shares from Qualifying Shareholders.  This represents approximately 93.56 percent of the Open Offer Shares offered pursuant to the Open Offer.

Accordingly, the remaining 1,807,340 Open Offer Shares, representing approximately 6.44 percent of the Open Offer Shares to be issued through the Placing and Open Offer, have been allocated to the investors with whom they had been conditionally placed under the Placing.

The Capital Raise is conditional upon, amongst other things, the approval by Shareholders of all of the Resolutions at the Extraordinary General Meeting (scheduled for 11.00 a.m. 5 October 2015) and upon Admission.  Application will be made to the Irish Stock Exchange and to the London Stock Exchange for the 42,666,666 New Ordinary Shares to be admitted to ESM and AIM respectively.  It is expected that Admission will become effective and that dealings will commence in the New Ordinary Shares at 8.00 a.m. on 6 October 2015.  Thereafter Dalata will have a total of 182,966,666 Ordinary Shares in issue.

Set out below is an expected timetable of principal events in relation to the completion of the Capital Raise.

Extraordinary General Meeting	11.00 a.m. on 5 October 2015
Admission and commencement of dealings in the New Ordinary Shares	8.00 a.m. on 6 October 2015
New Ordinary Shares, in uncertificated form, expected to be credited to CREST accounts	8.00 a.m. on 6 October 2015
Despatch of definitive share certificates for New Ordinary Shares in certificated form	By mid-October 2015

Notes

(1) References to times and dates in this announcement are to times and dates in Dublin, Ireland. The dates set out above may be adjusted by the Company, in which event details of new dates will be notified via a Regulatory Information Service.

(2) The time of the Extraordinary General Meeting is 11.00 a.m. on 5 October 2015. The location of the EGM is the Clayton Hotel Ballsbridge, Merrion Road, Ballsbridge, Dublin 4, Ireland.

For further information, please contact:

Davy (Sole Bookrunner, Nominated Adviser, ESM Adviser and Broker)	[phone]
Ronan Godfrey
Brian Ross
Anthony Farrell
FTI Consulting	[phone]/3684
Jonathan Neilan
Melanie Farrell

Important Notices:

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. 

APPENDIX

In this announcement, the following expressions have the following meanings unless the context requires otherwise:

"€" or "EUR" or "euro"	the single currency of member states of the European Communities that adopt or have adopted the euro as their currency in accordance with legislation of the European Union relating to European Economic and Monetary Union;
the "1996 Regulations" or the "CREST Regulations"	the Companies Act 1990 (Uncertificated Securities) Regulations 1996 (S.I. No 68 of 1996);
"Admission"	admission of the Firm Placing and Placing and Open Offer Shares to trading on AIM and ESM in accordance with the AIM Rules and ESM Rules respectively;
"AIM"	the market of that name operated by the London Stock Exchange;
"AIM Rules"	The rules for AIM companies and their nominated advisers, issued by the London Stock Exchange in relation to AIM traded securities;
"Application Form"	the personalised application form being sent to Qualifying Non-CREST Shareholders for use in connection with the Open Offer;
"Board" or "Directors"	the directors of the Company, whose names are set out in Part 3 of the Prospectus, including a duly constituted committee of the directors;
"Capital Raise" or "Firm Placing and Placing and Open Offer"	the Firm Placing and Placing and Open Offer described in the Prospectus and the Circular;
"CCPC"	the Irish Competition and Consumer Protection Commission;
"certificated" or "certificated form"	in relation to a share or security, a share or security which is not in uncertificated form (that is, not in CREST);
"Circular"	the document dated 10 September 2015, including a notice convening the EGM, which comprises a circular to Shareholders;
"Closing Price"	the official price of an Ordinary Share as derived from the Irish Stock Exchange;
"Company" or "Dalata"	Dalata Hotel Group p.l.c.;
"CREST"	the relevant system for the paperless settlement of trades in securities and the holding of uncertificated securities in respect of which Euroclear is the operator (as defined in the CREST Regulations);
"Davy"	J&E Davy, an unlimited company incorporated in Ireland (registered number 106680) and whose registered address is at Davy House, 49 Dawson Street, Dublin 2, Ireland, trading as Davy or, as the context so requires, any affiliate thereof or company within the Davy group;
"Enlarged Issued Share Capital"	the Existing Issued Share Capital together with the Firm Placing and Placing and Open Offer Shares;
"ESM"	the Enterprise Securities Market operated and regulated by the Irish Stock Exchange;
"ESM Rules"	the rules for ESM companies and their ESM advisers, issued by the Irish Stock Exchange;
"EU"	European Union;
"Euroclear"	Euroclear UK & Ireland Limited, the operator of CREST;
"European Economic Area" or "EEA"	each of the Member States, Norway, Iceland and Liechtenstein;
"Excluded Territories" or "Excluded Territory"	The United States, Canada, Australia, New Zealand, the Republic of South Africa, Switzerland and Japan, and any other jurisdiction where the extension or availability of the Open Offer would breach any applicable law, or any one of them as the context requires;
"Existing Issued Share Capital" or "Existing Ordinary Shares" or "Existing Shares"	140,300,000 Ordinary Shares in issue as at the Latest Practicable Date;
"Extraordinary General Meeting" or "EGM"	the extraordinary general meeting of the Company to be held at Clayton Hotel Ballsbridge, Merrion Road, Ballsbridge, Dublin 4, Ireland on 5 October, 2015 at 11.00 a.m. including any adjournment thereof, and notice of which is set out at the end of the Circular;
"Firm Placing"	the placing of the Firm Placed Shares with the Firm Placees in accordance with the Placing and Open Offer Agreement;
"Firm Placed Shares"	the 14,606,666 New Ordinary Shares which are the subject of the Firm Placing;
"Firm Placing and Placing and Open Offer Shares"	the 42,666,666 New Ordinary Shares which the Company is proposing to issue pursuant to the Capital Raise;
"Form of Proxy"	the form of proxy for use by Shareholders in connection with the EGM;
"Freehold Equivalent"	a lease for a term of 35 years or more;
"GNL"	Glin Naofa, an unlimited company incorporated in Ireland with registration number 532661;
"Group"	the Company and its subsidiaries and shall include for the avoidance of doubt, all subsidiary companies purchased by the Company from time to time;
"Ireland"	the island of Ireland, and the word "Irish" shall be construed accordingly;
"Irish Stock Exchange" or "ISE"	The Irish Stock Exchange p.l.c.;
"Issue Price"	€3.75 per New Ordinary Share;
"Latest Practicable Date"	the latest practicable date prior to the publication of the Prospectus, being 8 September 2015 (unless otherwise stated);
"London Stock Exchange" or "LSE"	the London Stock Exchange p.l.c;
"MB Acquisition Agreement"	the agreement entered into on 17 December 2014 between the Company, the MB Vendors, GNL and the MB Group Shareholders in relation to the acquisition of the Moran Group Companies;
"MB Group Shareholders"	Tom Moran, Sheila Moran, Allied Irish Banks p.l.c., the Governor and Company of the Bank of Ireland and Canyon Finance Ireland Limited;
"MB Vendors"	Borua Holdings Limited, Chiswick Moran Hotel Limited, Segal Trading Limited, Ringway Hotels Limited and Sweet St Hotel Limited;
"Member States"	the member states of the EU;
"Moran Bewley's Hotel Group" or "MBHG"	The portfolio of nine hotels acquired by the Company pursuant to the MB Acquisition Agreement;
"Moran Group Companies"	Swintron Limited, Crescentbrook Limited, Hallowbridge Limited, Islandvale Limited and Trackdale Limited;
"Net Proceeds"	the aggregate subscription price paid in respect of all of the New Ordinary Shares issued pursuant to the Capital Raise less expenses relating to the Capital Raise;
"New Ordinary Shares" or "New Shares"	the Ordinary Shares which the Company is proposing to issue pursuant to the Capital Raise;
"Notice"	the notice of Extraordinary General Meeting set out at the end of the Circular;
"Open Offer"	the offer to Qualifying Shareholders constituting an invitation to apply for the Open Offer Shares on the terms and subject to the conditions set out in the Prospectus, and in the case of Qualifying Non-CREST Shareholders, the Application Form;
"Open Offer Entitlements"	an entitlement of a Qualifying Shareholder to apply for 1 Open Offer Shares for every 5 Existing Shares held by him or her or it on the Record Date pursuant to the Open Offer;
"Open Offer Shares"	the 28,060,000 New Ordinary Shares to be offered to Qualifying Shareholders pursuant to the Open Offer;
"Ordinary Shares" or "Shares"	the ordinary shares of nominal value €0.01 each in the capital of the Company;
"Overseas Shareholder(s)"	Shareholders who are resident in, or citizens of, or who have registered addresses in territories other than Ireland or the United Kingdom;
"Placing"	the conditional placing of the Placing Shares with placees in accordance with the Placing and Open Offer Agreement;
"Placing Shares"	the 28,060,000 New Ordinary Shares which are the subject of the Placing;
"Placing and Open Offer Agreement"	the conditional agreement dated 9 September, 2015 between the Company Davy, and the Executive Directors further details of which are set out in the Prospectus;
"Prospectus"	the Prospectus dated 10 September 2015 issued by the Company in connection with the Capital Raise and the admission to trading of the Firm Placing and Placing and Open Offer Shares and approved by and filed with the Central Bank in accordance with the Prospectus Directive and the Prospectus Regulations;
"Prospectus Directive"	Prospectus Directive 2003/71EC;
"Prospectus Regulations"	the Prospectus (Directive 2003/71/EC) Regulations, 2005 (SI No. 324 of 2005) as amended;
"Qualifying CREST Shareholders"	Qualifying Shareholders whose Ordinary Shares are in uncertificated form in CREST on the Record Date;
"Qualifying Non-CREST Shareholders"	Qualifying Shareholders whose Ordinary Shares are in certificated form on the Record Date;
"Qualifying Shareholder(s)"	holders of Existing Ordinary Shares on the register of members of the Company on the Record Date, with the exception of certain Overseas Shareholders at the sole discretion of the Board;
"Record Date"	the date on which the entitlement of Qualifying Shareholders to subscribe for Open Offer Shares was determined by reference to the register of members of the Company, being 6.00 p.m. on 8 September 2015;
"Regulatory Information Service" or "RIS"	one of the regulatory information services authorised by the Irish Stock Exchange and/or the UKLA to receive, process and disseminate regulated information from listed companies;
"Regulation S"	Regulation S promulgated under the US Securities Act;
"Resolutions"	the Resolutions as set out in the Notice, to be considered and voted on at the EGM;
"Securities Act"	the United States Securities Act of 1933, as amended;
"Shareholder(s)" or "Dalata Shareholder(s)"	a holder or holders of Ordinary Shares;
"subsidiary"	shall be construed in accordance with the Act;
"uncertificated" or in "uncertificated form"	Ordinary Shares recorded on the register of members of the Company as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of an instruction issued in accordance with the rules of CREST;
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland;
"United States"	the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to the jurisdiction of the United States of America;
"US Securities Act"	the United States Securities Act 1933 as amended.

 

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