Action Hotels plc

07/12/2018 | Press release | Distributed by Public on 07/12/2018 06:47

Form 8 (OPD) - Action Hotels Plc

Action Hotels PLC

('Action Hotels' or the 'Company')

Action Hotels releases the below Form 8 (OPD) on behalf of Action Real Estate Company K.S.C.C.

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the 'Code')

1. KEY INFORMATION

(a) Full name of discloser:

Action Real Estate Company K.S.C.C. ('AREC') together with its parent company, Action Group Holdings (K.S.C.C.) ('AGH')

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.

Dr. Souad Mohammed Sabah Al Sabah

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

Action Hotels PLC

(d) Is the discloser the offeror or the offeree?

OFFEROR

(e) Date position held:

The latest practicable date prior to the disclosure

11 July 2018

(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

If it is a cash offer or possible cash offer, state 'N/A'

N/A

2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:

Ordinary shares of 10p each

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

105,301,111

71.32

Nil

0

(2) Cash-settled derivatives:

0

0

Nil

0

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

0

0

4,763,719.52

3.23

TOTAL:

105,301,111

71.32

4,763,719.52

3.23

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b) Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:

N/A

Details, including nature of the rights concerned and relevant percentages:

N/A

3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

Class of Relevant Security:

Ordinary Shares

Ordinary Shares

Short Positions

Short Positions

Name of Concert Party

No.

%

No.

%

Sheikh Mubarak A. M. Al Sabah

1,724,968

1.17

Nil

0

Mr R Bourisli

1,043,384

0.71

Nil

0

H.E. Dr. Souad M S Al Sabah

870,011

0.59

Nil

0

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state 'none'

None

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state 'none'

(c) Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)

YES

Supplemental Form 8 (SBL)

NO

Date of disclosure:

11 July 2018

Contact name:

Vikas Arora

Telephone number:

+965 (2) 224 7510

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the 'Code')

1. KEY INFORMATION

Full name of person making disclosure:

Action Real Estate Company K.S.C.C. ('AREC') together with its parent company, Action Group Holdings (K.S.C.C.) ('AGH')

Name of offeror/offeree in relation to whose relevant securities the disclosure relates:

Dr. Souad Mohammed Sabah Al Sabah

2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

Class of relevant security

Product description e.g. call option

Written or purchased

Number of securities to which option or derivative relates

Exercise price per unit

Type

e.g. American, European etc.

Expiry date

10p Ordinary

Call Option

Written

4,763,719.52

64p less adjustments

American

19/12/2018

3. AGREEMENTS TO PURCHASE OR SELL ETC.

Full details should be given so that the nature of the interest or position can be fully understood:

None

It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.

The currency of all prices and other monetary amounts should be stated.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.