Hogg Robinson Group Regulatory News (HRG)

9 Oct 2006 07:00

Hogg Robinson Group PLC09 October 2006 This announcement is not a prospectus but an advertisement. Investors should notpurchase or subscribe for any transferable securities referred to in thisannouncement except on the basis of information in the prospectus which isexpected to be published by Hogg Robinson plc today (the "Prospectus"). TheProspectus, when published, will be available from Hogg Robinson Group plc'sregistered office at Global House, Victoria Street, Basingstoke, Hampshire RG213BT and from the registered offices of Lazard & Co., Limited and the Bookrunnerslisted below. Hogg Robinson Group plc ("Hogg Robinson Group" or the "Company") Announcement of pricing and allocation Following significant over-subscription for the offer of ordinary shares in thecapital of the Company ("Ordinary Shares") to institutional investors (the"Global Offer"), Hogg Robinson Group is pleased to announce that the price perOrdinary Share under the Global Offer (the "Offer Price") has been set at 90pper Ordinary Share. Highlights • Offer Price of 90p per Ordinary Share. • The total Global Offer comprises 200,000,000 new Ordinary Shares and44,444,426 existing Ordinary Shares, representing 80% of the Company's enlarged issued ordinary share capital upon admission and implying an offersize of £220 million. The Ordinary Shares have been placed with a broad baseof institutional investors. • In addition, certain selling shareholders have granted Citigroup GlobalMarkets U.K. Equity Limited ("Citigroup") an over-allotment option exercisable for a period of up to 30 days from today, pursuant to whichCitigroup may purchase or procure purchasers for up to 24,444,443 existing Ordinary Shares, representing 10% of the Ordinary Shares in the Global Offer, for the purposes ofallowing it to cover short positions arising from over-allotments and stabilisation transactions. • Market capitalisation of £275 million based on the Offer Price. • Conditional dealings are expected to commence at 8.00 a.m. today underthe ticker symbol "HRG". Any dealings in Ordinary Shares before the commencementof unconditional dealings will be on a "when issued" basis, at the sole risk ofthe parties concerned, and of no effect if admission does not take place. • The admission of the Ordinary Shares to the Official List of theFinancial Services Authority and commencement of unconditional dealings on themain market for listed securities of London Stock Exchange plc (together,"Admission") is expected to take place at 8.00 a.m. on Thursday 12 October 2006. • Lazard & Co., Limited ("Lazard") is acting as Financial Adviser to theCompany in connection with the Global Offer. Lazard and Merrill LynchInternational are acting as Joint Sponsors in connection with the Global Offer. • Citigroup, Credit Suisse Securities (Europe) Limited, Lehman BrothersInternational (Europe) and Merrill Lynch International are acting as JointBookrunners to the Global Offer. Comment Commenting on today's announcement, David Radcliffe, Chief Executive of HoggRobinson Group, said: "We are delighted the Global Offer has been so well received by investors andthat Hogg Robinson Group has returned to the market. We believe the listing will raise our profile as a global support servicescompany which operates in the corporate travel and related services market. Thelisting will also enhance our strategic flexibility as we move into the nextphase of the Company's development." Enquiries Bell Pottinger Corporate & Financial +44 (0) 20 7861 3232David Rydell +44 (0) 20 7861 3886Andrew Benbow +44 (0) 20 7861 3865 Hogg Robinson Group +44 (0) 1256 312 600David Radcliffe +44 (0) 1256 312 602Keith Burgess +44 (0) 1256 312 613Jacqui Higgs +44 (0) 1256 312 622 Lazard & Co., Limited +44 (0) 20 7187 2000Peter Kiernan +44 (0) 20 7187 2920Stuart Mackay +44 (0) 20 7187 2154 Merrill Lynch International +44 (0) 20 7628 1000Rupert Hume-Kendall +44 (0) 20 7996 2441Jeff Blue +44 (0) 20 7995 3841 Citigroup Global Markets U.K. Equity Limited +44 (0) 20 7986 4000Michael Lavelle +44 (0) 20 7986 1133Simon Lindsay +44 (0) 20 7986 7324 Credit Suisse Securities (Europe) LimitedAntony Isaacs +44 (0) 20 7883 8471Simon Taurins +44 (0) 20 7888 8014 Lehman Brothers International (Europe)Johanna Campion +44 (0) 20 7102 1055Ben Iversen +44 (0) 20 7103 1026 No offer or invitation to purchase or subscribe for securities of the Company isbeing made at this time. Any such offer or invitation will be made solely in orby reference to the Prospectus expected to be published later today and anyacquisition of securities of the Company should be made only on the basis of theinformation contained in the Prospectus. The securities referred to in this document have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under the securities legislation of any state of the United States, and may not be offered or sold in the United States, other than pursuant to an exemptionfrom, or in a transaction not subject to, the registration requirements of the Securities Act. The Company does not presently intend to make a public offer of securities in the United States or to register any securities under the Securities Act. The contents of this announcement, which have been prepared by the Company, havebeen approved by Lazard & Co., Limited and Merrill Lynch International solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000. Lazard & Co., Limited and Merrill Lynch International, each of which is regulated in the United Kingdom by the Financial Services Authority, are acting for the Company and no one else in connection with the Global Offer and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to the respective clients of Lazard & Co., Limited and Merrill Lynch International, norfor providing advice in relation to the Global Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein. This announcement does not constitute an offer to sell or the solicitation of an offer to buy securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities law of any such jurisdiction. Forward-looking statements This announcement includes statements that are, or may be deemed to be "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should". By their nature, forward-looking statements involve risks and uncertainties and readers are cautioned that any such forward-looking statements are not guarantees of future performance. The Company's actual results and performance may differ materially from the impression created by the forward-looking statements. The Company undertakes no obligation to publicly update or revise forward-looking statements, except as may be required by applicable law and regulation (including the Listing Rules). No statement in this announcement is intended to be a profit forecast or be relied upon as a guide to future performance. Stabilisation In connection with the Global Offer, Citigroup (the "Stabilising Manager"), or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, at its discretion over-allot and effect other transactions with a view to supporting the market price of Ordinary Shares at a level higher than that which might otherwise prevail in the open market. The Stabilising Manager is not required to enter into such transactions and such transactions may be effected on any stock market, over-the-counter market or otherwise. Such stabilising measures, if commenced, may be discontinued at any time and may only be taken during the period of 30 days from publication of the Prospectus, expected to be today. Save as required by law or regulation, neither the Stabilising Manager nor any of its agents intend to disclose the extent of any over-allotments and/or stabilisationtransactions under the Global Offer. This announcement does not constitute a recommendation concerning the Global Offer. The value of shares can go down as well as up. Potential investors should consult a professional advisor as to the suitability of the Global Offer for the individual concerned. The registered address of Lazard & Co., Limited is 50 Stratton Street, London,W1J 8LL. The Bookrunners to the Global Offer and their registered addresses are: Merrill Lynch International Citigroup Global Markets U.K. Equity Limited2 King Edward Street Citigroup CentreLondon 33 Canada SquareEC1A 1HQ London E14 5LBCredit Suisse Securities (Europe) Lehman Brothers International (Europe)LimitedOne Cabot Square 25 Bank StreetLondon 30th FloorE14 4QJ London E14 5LE This information is provided by RNS The company news service from the London Stock Exchange