Recommended cash offer
by
Corporate Travel Holdings, Inc (“CTH”)
for
CNG Travel Group plc (“CNG”)
On 22 May, 2007 CTH announced a firm intention to make a recommended cash offer for CNG under Rule 2.5 of the Takeover Rules at a price of Stg14.5p per share. CTH’s offer document was posted to CNG shareholders on 30 May.
Under Rule 9.1(b) of the Takeover Rules any person, or any persons acting in concert, who control (i.e. a holding of securities conferring 30% or more of the voting rights in a company) a relevant company acquire within any period of 12 months additional securities of such an amount as will increase by more than 0.05% the aggregate percentage of the voting rights in that company conferred by the securities held by such person or persons will, except with the consent of the Panel, be required to make a mandatory offer in accordance with the terms set out in Rule 9.
On 17 July a member of the consortium comprising CTH purchased 250,000 CNG ordinary shares at a price of Stg14.5p per share. Immediately prior to the purchase of these shares CTH (together with parties deemed to be acting in concert with CTH) held approximately 41% of the issued share capital of CNG. Therefore as a consequence of this purchase, CTH (and parties deemed to be acting in concert with CTH) incurred an obligation to make a mandatory offer under Rule 9 for the ordinary shares of CNG.
Following correspondence with the advisers to CTH, the Panel decided to grant CTH a waiver of its mandatory offer obligation under Rule 9 on the basis that the purchase of the 250,000 shares was an inadvertent mistake. The waiver is subject to these shares being sold within a specified timeframe to parties unconnected with CTH’s offer for CNG.
20 July, 2007
