Southern Hospitality Limited


Transaction Type: Company meeting (Share buyback)

Independent Adviser(s): Simmons Corporate Finance

Date of meeting: 10/08/2021

Exemption: Southern Hospitality Limited - Exemption Notice 2021


Southern Hospitality Limited (SHL) sought shareholder approval to:

  • satisfy a condition of certain retrospective exemptions contained in the Takeovers Code (Southern Hospitality Limited) Exemption Notice 2021 (the SHL Exemption Notice); and
  • authorise a proposed long-term buyback programme (the Buyback Programme) in accordance with the Takeovers Code (Class Exemptions) Exemption Notice (No 2) 2001.

The background to the SHL Notice was that there were various increases in voting control in SHL which had occurred in breach of rule 6(1) of the Code. In summary, the SHL Exemption Notice would allow relevant shareholders to retain the additional voting control, provided the increase was approved by non-associated shareholders. Please see the statement of reasons appended to the SHL Exemption Notice for more details.

At a special meeting on 7 July 2021, SHL shareholders voted against all resolutions.

Following the 7 July 2021 meeting, SHL made amendments to the Buyback Programme and both resolutions were put to a further special meeting on 10 August 2021. SHL shareholders approved both resolutions at this second special meeting.