Hogg Robinson Group plc (“Hogg Robinson Group” or the “Company”)
Proposed sale of Fraedom and recommended offer for the Company
Summary
The Company has entered into a conditional agreement with Visa with respect to the sale of Fraedom (the “Fraedom Sale”), which is comprised of Fraedom Holdings Limited (“Fraedom Holdings”), its subsidiary undertakings and Fraedom LLC (“Fraedom LLC”) (together, “Fraedom”).
The Company and GBT, which trades as American Express Global Business Travel, today also announce the terms of a recommended offer by GBT for the Company in accordance with Rule 2.7 of the City Code (the “Proposed Takeover”) and this announcement should be read in conjunction with that announcement. The Proposed Takeover is also described in more detail below, including as to the consideration payable.
The Proposed Takeover is not conditional upon completion of the Fraedom Sale and completion of the Fraedom Sale is not conditional upon completion of the Proposed Takeover. GBT is aware of, and has consented to, the Fraedom Sale.
Highlights
·      The Company has entered into a conditional agreement with Visa with respect to the sale of Fraedom, a Software-as-a-Service technology company providing payments and transaction management solutions for financial institutions and their corporate customers
·      Under the terms of the Fraedom Sale, the Group will receive £141.8 million in cash, subject to adjustment for net working capital, cash and debt
·      The Fraedom Sale provides an opportunity for the Group to exit from the Fraedom business at an attractive value for Shareholders, with substantial proceeds being returned to Shareholders as part of the Proposed Takeover
·      If the Proposed Takeover proceeds, the Fraedom Sale will increase the consideration received by each Shareholder from 110 pence per Ordinary Share in cash to 120 pence per Ordinary Share in cash, subject to certain adjustments
·      If the Proposed Takeover does not proceed, the Net Cash Proceeds will strengthen the financial position of the Group and could be used to invest further in and grow the Group’s remaining business, make payments to the Hogg Robinson UK Pension Scheme and/or potentially return capital to Shareholders, as appropriate.
The Fraedom Sale constitutes a Class 1 transaction for the Company under the Listing Rules and completion of the Fraedom Sale is therefore conditional on Shareholder approval. The Company has received irrevocable undertakings from Shareholders (including Directors) holding, in aggregate, 153,813,523 Ordinary Shares, amounting to 46.9 per cent. of the total issued share capital of the Company to vote in favour of the resolution to be proposed at the General Meeting of the Company to approve the Fraedom Sale.
The Circular, containing further information on the Fraedom Sale and including a notice convening the General Meeting, is expected to be posted to Shareholders on or around 10 February 2018.
William Brindle, Chief Operating Officer of Hogg Robinson Group, commented:
“Today’s deal is attractive for Hogg Robinson Group’s shareholders and an exciting next step for Fraedom. This combination will mean that Fraedom’s employees and their clients will benefit from Visa’s reach and deep knowledge of the digital payments industry. Under the Company’s leadership, Fraedom has become a leading Software-as-a-Service technology company and we wish them further success under new ownership”
This summary should be read in conjunction with the full text of this announcement.
1. Introduction
The Company today announces that it has entered into a conditional agreement with Visa with respect to the sale of Fraedom (the “Fraedom Sale”), which is comprised of Fraedom Holdings Limited (“Fraedom Holdings”), its subsidiary undertakings and Fraedom LLC (“Fraedom LLC”) (together, “Fraedom”).
The Fraedom Sale constitutes a Class 1 transaction for the Company under the Listing Rules and completion of the Fraedom Sale is therefore conditional on Shareholder approval.
The Company and GBT today also announce the terms of a recommended offer by GBT for the Company in accordance with Rule 2.7 of the City Code (the “Proposed Takeover”). The Proposed Takeover is described in more detail below, including as to the consideration to be paid thereunder.
The Proposed Takeover is not conditional upon completion of the Fraedom Sale and completion of the Fraedom Sale is not conditional upon completion of the Proposed Takeover.
Under the terms of the Fraedom Sale, the Group will receive £141.8 million in cash, subject to adjustment for net working capital, cash and debt. After adjustment for transaction costs, the net cash proceeds from the Fraedom Sale will be approximately £139.1 million (the “Net Cash Proceeds”).
The Circular, containing further information on the Fraedom Sale and including a notice convening the General Meeting of the Company to approve the Fraedom Sale, is expected to be posted to Shareholders on or around 10 February 2018. Irrevocable undertakings to vote in favour of the resolution to approve the Fraedom Sale at the General Meeting have been received from Shareholders (including the Directors) amounting to 46.9 per cent. of the total issued share capital of the Company as at 8 February 2018 (being the latest practicable date prior to the publication of this announcement).
2. Description of Fraedom and reasons for the Fraedom Sale
The Group currently comprises two independently managed businesses: HRG and Fraedom. HRG is a global travel management company and is not operationally affected by the Fraedom Sale.
Fraedom is a Software-as-a-Service technology company providing the following payments and transaction management solutions for financial institutions and their corporate customers:
·      Payments: helps clients automate the payment card management and accounts payable processes; and
·      Transaction management solutions: intelligently captures expense data (from cash or card payments) onto a platform for processing and reporting.
In the financial year ended 31 March 2017, Fraedom generated profit before tax of £8.1 million (Group: £33.1 million), underlying operating profit of £8.2 million (Group: £49.4 million) and revenue of £33.1 million (Group £335.1 million). As at 30 September 2017, Fraedom had gross assets of £29.4 million (including goodwill attributable to Fraedom) (Group £458.2 million). All of these figures are unaudited except for the Group figures for the year ended 31 March 2017, which are audited.
Fraedom is managed as an independent division within the Group. It has its own executive team, employees, IT infrastructure and offices and does not rely on the wider Hogg Robinson Group for any material shared services. The Group was unilaterally approached by Visa, who made an offer to acquire Fraedom, culminating in the Fraedom Sale.
Following the Fraedom Sale, the trading operations of the Group will solely comprise HRG. HRG is a long-established business which has been successful over many decades. It offers clients integrated travel services through its own operations and an extensive regional partner network. For the year ended 31 March 2017, HRG reported revenue of £302 million and an underlying operating profit of £41.2 million. For the six months ended 30 September 2017, HRG reported (unaudited) revenue and underlying operating profit of £144.1 million and £16.1 million respectively. The Board remains committed to improving the performance of HRG.
3. Key benefits of the Fraedom Sale
·      Achieves an attractive value for Shareholders
The agreed gross cash proceeds of £141.8 million represent approximately 55 per cent. of the Group’s market capitalisation as at 8 February 2018 (being the last practicable date prior to the publication of this announcement). The Group’s market capitalisation is calculated at £255.5 million, being 327,617,302 shares in issue at 78 pence per share, as at 8 February 2018. Fraedom’s revenue for the year ended 31 March 2017 represented approximately 10% of the Group’s revenue. The underlying operating profit of Fraedom for the year ended 31 March 2017 was £8.2 million compared with underlying profit reported for the Group as a whole of £49.4 million.
·      Potentially returns substantial proceeds to Shareholders
If the Proposed Takeover completes, the Fraedom Sale will allow the Group to return substantial proceeds to Shareholders by increasing the offer price per Ordinary Share for the Group by an incremental 10 pence per Ordinary Share, subject to certain potential adjustments.
·      Alternatively, strengthens the Group’s balance sheet
Should the Proposed Takeover not complete, the Net Cash Proceeds will strengthen the financial position of the Group and could be used to invest further in and grow the Group’s remaining business, make payments to the Hogg Robinson UK Pension Scheme and/or potentially return capital to Shareholders, as appropriate.
4.Summary of the principal terms and conditions of the Fraedom Sale
The consideration payable to the Seller at Closing is £141.8 million in cash. The consideration is subject to an adjustment mechanism based on the amounts of net working capital (capped at £4 million, whether positive or negative), debt and cash in Fraedom at Closing, to be assessed through an agreed or determined completion statement to be drawn up following Closing.
Completion of the Fraedom Sale is subject to the approval of the Resolution by Shareholders.
Visa Inc. (NYSE: V) is the world’s leader in digital payments. Visa Inc.’s mission is to connect the world through the most innovative, reliable and secure payment network – enabling individuals, businesses and economies to thrive. Visa Inc.’s advanced global processing network, VisaNet, provides secure and reliable payments around the world, and is capable of handling more than 65,000 transaction messages a second. Visa Inc.’s relentless focus on innovation is a catalyst for the rapid growth of connected commerce on any device, and a driving force behind the dream of a cashless future for everyone, everywhere. As the world moves from analog to digital, Visa Inc. is applying its brand, products, people, network and scale to reshape the future of commerce.
Further details of the terms and conditions of the Fraedom Sale are set out in the Circular which is expected to be posted to Shareholders on or around 10 February 2018.
5.Recommendation
The Board considers the terms of the Fraedom Sale and the passing of the Resolution to be in the best interests of Shareholders taken as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolution as they have irrevocably undertaken to do in respect of their own (and their immediate family members’) entire beneficial holdings of Ordinary Shares, amounting, in aggregate to 4,355,576 Ordinary Shares (representing approximately 1.33 per cent. of the total issued share capital of the Company as at 8 February 2018 (being the last practicable date prior to publication of this document)).
6.Use of proceeds and financial effects of the Fraedom Sale
The net cash proceeds arising from the Fraedom Sale are expected to be £139.1 million. The Fraedom Sale is expected to be dilutive to earnings in the first full year following Closing.
If the Proposed Takeover becomes effective
For information on the potential impact of the Fraedom Sale on the consideration received by each Shareholder if the Proposed Takeover becomes effective, please refer to section 8 of this announcement.
If the Proposed Takeover does not become effective
If the Proposed Takeover does not become effective, the Company has agreed with its lenders to cancel £30 million of the headroom under the Group’s existing £150 million revolving credit facility, reducing the facility to £120 million. The Net Cash Proceeds would be available for general corporate purposes. The Group will continue to monitor its balance sheet (including the appropriate level of capital, liquidity, and debt (including its pension deficit)) and consider opportunities to invest further in and grow the Group’s remaining business (both organically and through opportunistic acquisitions) in line with its stated strategy. The Group would also consider, subject to covenant requirements, opportunities for making a voluntary payment to the Hogg Robinson UK Pension Scheme or returning value to Shareholders as appropriate. As at the date of this announcement no decisions have been taken as to the application of the Net Cash Proceeds following the reduction in the amount available under the Group’s existing revolving credit facility.
7.Board, management and employees
There will be no changes to the Board as a result of the Fraedom Sale. The key individuals at Fraedom and their respective functions are as follows: Kyle Ferguson (Chief Executive Officer), Judith Shackleton (Chief Financial Officer), Russell Bennett (Chief Technology Officer), Henry Pooley (Chief Commercial Officer) and Simon Raymer (Chief Information Officer).
8.Proposed Takeover
On the date of this announcement, the Company and GBT also announce the terms of a recommended offer by GBT for the Company pursuant to Rule 2.7 of the City Code to be effected by a scheme of arrangement under Part 26 of the Companies Act.
If completion of the Fraedom Sale occurs prior to the Scheme Court Hearing Date, the terms of the Proposed Takeover provide that Shareholders will receive a maximum of 120 pence in cash for each Ordinary Share (“Maximum Consideration”) within 14 days of the Scheme Effective Date.
This Maximum Consideration comprises Minimum Consideration of 110 pence in cash for each Ordinary Share plus additional consideration of up to 10 pence in cash for each Ordinary Share (the “Additional Consideration”).
The Additional Consideration is subject to a downward adjustment (if applicable) as follows: for every £1,000,000 by which the actual consideration payable by Visa to the Group pursuant to the Fraedom Sale (the “Actual Fraedom Sale Amount”) is lower than £141.8 million (the “Anticipated Fraedom Sale Amount”), the Additional Consideration shall reduce by 0.29 pence per Ordinary Share.
The maximum amount of the Additional Consideration shall be capped at 10 pence per Ordinary Share and the minimum amount of the Additional Consideration shall be nil. Accordingly, the maximum and minimum amount of consideration that could be payable pursuant to the Proposed Takeover is 120 pence and 110 pence in cash per Ordinary Share (respectively).
If the Fraedom Sale does not complete prior to the Scheme Court Hearing Date, Shareholders will receive the Minimum Consideration of 110 pence in cash for each Ordinary Share.
Additional details of the Proposed Takeover are published in the Company and GBT’s announcement pursuant to Rule 2.7 of the City Code.
