Director/PDMR Dealing - Exercise of Options

Hotel Chocolat Group PLC

24 January 2024

 

24 January 2024

Hotel Chocolat Group plc

("Hotel Chocolat", the "Company" or the "Group")

Director/PDMR Dealing - Exercise of Options

The Company announces that options ("Options") over 2,966,984 ordinary shares of 0.1p in the Company ("Ordinary Shares") have been exercised pursuant to the Hotel Chocolat Group plc 2016 Long Term Incentive Plan (the "Plan"). The Options were subject to an exercise price of 0.1 pence per Ordinary Share.

Certain of the Options have been exercised by persons discharging managerial responsibilities ("PDMRs"), as set out below:  

PDMR / Director	No. of Shares covered by Options exercised under the Plan
Jonathan Akehurst (Chief Financial Officer)	416,667
Peter Harris (Development Director and Co-founder)	166,667
Angus Thirlwell (Chief Executive Officer and Co-founder)	525,000

The Company also announces that options over a further 210,865 Ordinary Shares have been exercised pursuant to the Hotel Chocolat Group plc 2016 Save As You Earn Plan and Hotel Chocolat Group plc 2022 Restricted Stock Plan.  None of the options exercised under these plans were held by PDMRs.

The exercises of options under all the Company's share plans were effective upon sanction of the Scheme of Arrangement, pursuant to which all the Ordinary Shares in issue and to be issued are to be acquired by Hive Bidco, Inc, a wholly-owned subsidiary of Mars Incorporated.  The Ordinary Shares issued pursuant to these option exercises will be acquired for cash under the terms of the Scheme.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	1. Jonathan Akehurst 2. Peter Harris 3. Angus Thirlwell
2	Reason for the notification
a)	Position/status	1. Chief Financial Officer 2. Development Director and Co-founder 3. Chief Executive Officer and Co-founder
b)	Initial notification /Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Hotel Chocolat Group plc
b)	LEI	213800B4D3J15PZHVY29
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Options over Ordinary shares of 0.1 pence each ISIN: GB00BYZC3B04
b)	Nature of the transaction	Exercise of options pursuant to the Hotel Chocolat Group plc 2016 Long Term Incentive Plan
c)	Price(s) and volume(s)	Name Price(s) Volume(s) Jonathan Akehurst 0.1 pence  416,667 Peter Harris 0.1 pence 166,667 Angus Thirlwell 0.1 pence 525,000
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	23 January 2024
f)	Place of the transaction	Outside a trading venue

Enquiries

Bidco and Mars Fabiano Lima, Global VP of Corporate Affairs, Mars Snacking Denise Young, Global VP of Corporate Communications, Mars	[phone]
Morgan Stanley (Financial Adviser to Bidco and Mars) Laurence Hopkins Imran Ansari Mae Wang Stuart Wright	[phone]
Brunswick (Public Relations Adviser to Bidco and Mars) Max McGahan Rosie Oddy James Baker	[phone]
Hotel Chocolat Angus Thirlwell, Co-Founder and CEO Jonathan Akehurst, Chief Financial Officer	[phone]
Lazard (Lead Financial Adviser and Rule 3 Adviser to Hotel Chocolat) William Lawes Davin Staats Fariza Steel Adam Blin	[phone]
Liberum (Co-Financial Adviser, Nominated Adviser and Corporate Broker to Hotel Chocolat) Dru Danford Tim Medak Ed Thomas Matt Hogg	[phone]
Citigate Dewe Rogerson (Financial Communications Adviser to Hotel Chocolat) Angharad Couch Ellen Wilton Alex Winch	[phone]

Freshfields Bruckhaus Deringer LLP is acting as legal adviser to Bidco and Mars in connection with the Acquisition. Herbert Smith Freehills LLP is acting as legal adviser to Hotel Chocolat in connection with the Acquisition.

Important notices

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 Hotel Chocolat in any jurisdiction in contravention of applicable law. The Acquisition will be implemented solely pursuant to the terms of the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document), which will contain 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 of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document).

This announcement does not constitute a prospectus, prospectus equivalent document or exempted document.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Notices related to financial advisers

Morgan Stanley, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively as financial adviser to Bidco and Mars and no one else in connection with the matters contained in this announcement and Morgan Stanley, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than Bidco and Mars for providing the protections afforded to clients of Morgan Stanley nor for providing advice in connection with the matters contained in this announcement or any other matter referred to herein.

Lazard & Co., Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA"), is acting exclusively as lead financial adviser and Rule 3 adviser to Hotel Chocolat and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Hotel Chocolat for providing the protections afforded to clients of Lazard nor for providing advice in relation to the contents of this announcement or any other matter or arrangement referred to herein. Neither Lazard nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this announcement, any matter, arrangement or statement contained or referred to herein or otherwise.

Liberum, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Hotel Chocolat and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Hotel Chocolat for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement. Neither Liberum nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Liberum in connection with the Acquisition, this announcement, any statement contained herein or otherwise. No representation or warranty, express or implied, is made by Liberum as to the contents of this announcement.

 

END