Hogg Robinson : Further Hogg Robinson Shareholder support

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

14 February 2018

RECOMMENDED CASH ACQUISITION

of

HOGG ROBINSON GROUP PLC
by

GLOBAL BUSINESS TRAVEL HOLDINGS LIMITED
(a wholly-owned subsidiary of GBT III B.V.)

Further Hogg Robinson Shareholder support

On 9 February 2018, the boards of directors of GBT Holdings and Hogg Robinson announced that they had reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Hogg Robinson by GBT Holdings, a wholly-owned subsidiary of GBT.

GBT Holdings has since received a non-binding letter of intent from Teleios Capital Partners LLC to vote in favour of the Scheme at the Court Meeting and the resolution to be proposed at the General Meeting and, if the Acquisition is subsequently structured as a Takeover Offer, to accept any Takeover Offer made by GBT Holdings, in respect of 43,376,855 Hogg Robinson Shares, representing approximately 13.24 per cent. of the issued ordinary share capital of Hogg Robinson as at close of business on 13 February 2018 (being the latest practicable date prior to the publication of this announcement).

The expression of intent in the letter will cease to apply if: (a) GBT Holdings announces that it does not intend to proceed with the Acquisition and no new, revised or replacement Scheme or Takeover Offer is announced by GBT Holdings in accordance with Rule 2.7 of the Code at or about the same time; (b) the Scheme (or Takeover Offer, as applicable) lapses or is withdrawn and no new, revised or replacement Scheme (or Takeover Offer) is or has been announced, in accordance with Rule 2.7 of the Code, at or about the same time; or (c) the Effective Date does not take place on or before 9 November 2018 (being the Long Stop Date in connection with the Acquisition).

GBT Holdings has now, in total, received irrevocable undertakings and a letter of intent to vote in favour of the Acquisition in respect of 197,190,378 Hogg Robinson Shares representing, in aggregate, approximately 60.19per cent. of the issued ordinary share capital of Hogg Robinson as at close of business on 13 February 2018 (being the latest practicable date prior to the publication of this announcement).

Unless otherwise defined, all capitalised terms in this announcement shall have the meaning given to them in the joint announcement in relation to the Acquisition released by GBT Holdings and Hogg Robinson on 9 February 2018.

Enquiries:

Important notices

Morgan Stanley, which is authorised and regulated in the UK by the FCA, is acting exclusively for GBT Holdings and GBT and no-one else in connection with the Acquisition and will not be responsible to anyone other than GBT Holdings and GBT for providing the protections afforded to clients of Morgan Stanley nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to buy 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 (or, if GBT Holdings so elects, any document by which the Acquisition is made by way of a takeover offer) which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition.

Disclosure requirements of the Takeover Code

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

Under Rule 8.3(b) of the Code, any person who is or becomes interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange 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 securities exchange 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. You should consult the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

In accordance with Rule 2.9 of the Code, Hogg Robinson confirms that (as at close of business on 13 February 2018, being the latest practicable date prior to the publication of this announcement) it has 327,639,101 Hogg Robinson Shares in issue. The International Securities Identification Number for Hogg Robinson Shares is GB00B1CM8S45.