Posting of Scheme Document

RNS Number : 1365M

Holidaybreak PLC

10 August 2011

 

Holidaybreak PLC

10 August 2011

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

                                      Posting of Scheme Document

On 27 July 2011, it was announced that the boards of Cox & Kings and Holidaybreak had reached agreement on the terms of a recommended cash acquisition by Prometheon Holdings (UK) Limited, a wholly-owned subsidiary of Cox & Kings, of the entire issued and to be issued share capital of Holidaybreak.

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").

Holidaybreak is pleased to announce that the scheme document relating to the Scheme (the "Scheme Document") is today being posted to Holidaybreak Shareholders and, for information only, to nominated persons and holders of awards under the Holidaybreak Share Schemes.

The Scheme Document contains, amongst other things, details of the Scheme, an explanatory statement (pursuant to Section 897 of the Companies Act), an expected timetable of principal events, details of the action to be taken by Holidaybreak Shareholders and notices of the Court Meeting and the General Meeting that are being convened in connection with the Scheme and are being held on 2 September 2011.

In order to become effective, the Acquisition must, among other things, be approved by the requisite majorities of the Holidaybreak Shareholders present (in person or by proxy) and entitled to vote at the Court Meeting and the General Meeting.  A full description of the required approvals and terms and conditions of the Scheme, together with the action to be taken by Holidaybreak Shareholders, are set out in the Scheme Document.

To vote on the Scheme, as further described in the Scheme Document, Holidaybreak Shareholders should complete and sign the Forms of Proxy and return them by post using the freepost service printed on the back of the Forms of Proxy, or by sending them by post or delivering them by hand to Capita Registrars, PXS, 34 Beckenham Road, Kent  BR3 4TU, as soon as possible, but in any event to be received by no later than 2.00 p.m. on 31 August 2011 in the case of the Court Meeting and by no later than 2.15 p.m. on 31 August 2011 in the case of the General Meeting (or, in the case of an adjourned meeting, not less than 48 hours prior to the time and date set for the adjourned meeting).

If the Holidaybreak Shares are held in uncertificated form (that is, in CREST), the CREST proxy voting service may be used for voting, in accordance with the procedures set out in the CREST Manual, or the appointment of a proxy may be registered electronically through the electronic proxy voting system through the Capita Registrars' website at www.capitaregistrars.com.  Further details are contained in the Scheme Document.

The Scheme Document and Forms of Proxy will also be available on Holidaybreak's website, www.holidaybreak.co.uk and will be made available for inspection at the offices of Eversheds LLP of One Wood Street, London  EC2V 7WS during normal business hours on any weekday (public holidays excluded).

Holidaybreak Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Any capitalised term used but not defined in this announcement is as defined in the Scheme Document.

Enquiries:

Cox & Kings                                                                                                    [phone]

Peter Kerkar, Director

Anil Khandelwal, Group CFO

Thomas C. Thottathil, Head of Corporate Communications

Nomura (financial adviser to Cox & Kings)                                                      [phone]

Adrian Fisk

Henry Phillips

Harry Goss

Nomura (corporate broking)                                                                            [phone]

Richard Snow

Nicholas Marren

Adfactors PR Pvt Ltd (PR adviser to Cox & Kings)                                            [phone]

Rama Naidu                                                                                                     

Holidaybreak                                                                                                   [phone]

Martin Davies, Group Chief Executive

Neil Bright, Group Finance Director

Citi (financial adviser to Holidaybreak)                                                            [phone]

Jan Skarbek

Benjamin Willer

Peel Hunt (corporate broker to Holidaybreak)                                                 [phone]

Dan Webster

Matthew Armitt

Brunswick (PR adviser to Holidaybreak)                                                          [phone]

Craig Breheny

Catherine Hicks

Oliver Hughes

IMPORTANT NOTICES

This announcement 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. The Acquisition will be made solely by means of the Scheme Document, which will contain the full terms and conditions of the Acquisition (including details of how to vote in respect of the Scheme). Any vote in respect of the Scheme should be made only on the basis of the information contained in the Scheme Document. Holidaybreak Shareholders are advised to read the Scheme Document carefully, once it has been dispatched.

Please be aware that addresses, electronic addresses and certain other information provided by Holidaybreak Shareholders, persons with information rights and other relevant persons for the receipt of communications from Holidaybreak may be provided to Cox & Kings during the offer period as required under Section 4 of Appendix 4 of the City Code.

Nomura is authorised and regulated by the Financial Services Authority. Nomura is acting for Cox & Kings and no one else in connection with the Acquisition and will not be responsible to anyone other than Cox & Kings for providing the protections afforded to clients of Nomura nor for providing advice in connection with the Acquisition or the matters referred to in this announcement.

Citi is authorised and regulated by the Financial Services Authority. Citi is acting for Holidaybreak and no one else in connection with the Acquisition and will not be responsible to anyone other than Holidaybreak for providing the protections afforded to clients of Citi nor for providing advice in connection with the Acquisition or the matters referred to in this announcement.

Peel Hunt LLP is authorised and regulated by the Financial Services Authority. Peel Hunt LLP is acting for Holidaybreak and no one else in connection with the Acquisition and will not be responsible to anyone other than Holidaybreak for providing the protections afforded to clients of Peel Hunt LLP nor for providing advice in connection with the Acquisition or the matters referred to in this announcement.

Overseas Jurisdictions

The distribution of this announcement in jurisdictions other than the UK and the availability of the Acquisition to Holidaybreak Shareholders who are not resident in the UK may be affected by the laws of such jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the UK or Holidaybreak Shareholders who are not resident in the UK will need to inform themselves about, and observe, any applicable requirements.

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 UK.

Holidaybreak Shareholders resident in the United States should note that the Acquisition relates to the shares of an English company, is subject to UK disclosure requirements (which are different from those of the United States) and is proposed to be made 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 Acquisition is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of the United States tender offer rules. Financial information included in this announcement has been prepared, unless specifically stated otherwise, in accordance with accounting standards applicable in the UK and thus may not be comparable to the financial information of United States companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. If Cox & Kings exercises its right to implement the Acquisition by way of a takeover offer, such offer will be made in compliance with applicable United States laws and regulations.

The receipt of cash pursuant to the Acquisition by a US Holder as consideration for the cancellation of its Holidaybreak Shares pursuant to the Scheme may be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Holidaybreak 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 United States federal securities laws, since Cox & Kings and Holidaybreak are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US Holders may not be able to sue a non-United States company or its officers or directors in a non-United States court for violations of United States securities laws. Further, it may be difficult to compel a non-United States company and its affiliates to subject themselves to a United States court's judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Cox & Kings or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Holidaybreak Shares outside of the United States, 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 the Regulatory News Service of the London Stock Exchange and will be available on the London Stock Exchange website at http://www.londonstockexchange.com/prices-and-news/prices-news/home.htm.

Dealing disclosure requirements

Under Rule 8.3(a) of the City Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper 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 paper 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 paper 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper 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 paper 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

Publication on websites

In accordance with Rule 19.11 of the City Code, a copy of this announcement will be available on Cox & Kings' website (www.coxandkings.com) and on Holidaybreak's website (www.holidaybreak.co.uk) by no later than 12 noon (London time) on 11 August 2011 and will remain available during the course of the Acquisition.

Forward Looking Statements

This announcement, oral statements made regarding the Acquisition and other information published by Holidaybreak or Cox & Kings may contain certain statements that are or may be forward-looking. These statements are based on the current expectations of the management of Holidaybreak and Cox & Kings (as the case may be) and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained herein may include statements about the expected effects on Holidaybreak or Cox & Kings of the Acquisition, the expected timing and scope of the Acquisition, strategic options and all other statements in this document other than historical facts. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "should", "would", "could", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; and (ii) business and management strategies and the expansion and growth of Cox & Kings' or Holidaybreak's operations and potential synergies resulting from the Acquisition. Although Holidaybreak and Cox & Kings believe that the expectations reflected in such forward-looking statements are reasonable, Holidaybreak and Cox & Kings 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. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Acquisition, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, customers' strategies and stability, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Neither Holidaybreak nor Cox & Kings undertakes any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required pursuant to applicable law.

 

END

 

 

OUPDKKDQQBKDPFD