UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM CB

 

TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM

 

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:

 

Securities Act Rule 801 (Rights Offering) o

Securities Act Rule 802 (Exchange Offer) x

Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) o

Exchange Act Rule 14d-1(c) (Third Party Tender Offer) x

Exchange Act Rule 14e-2(d) (Subject Company Response) o

 

Filed or submitted in paper if permitted by Regulation S-T Rule 101(b)(8) o

 

Skyscanner Holdings Limited

(Name of Subject Company)

 

N/A

(Translation of Subject Company’s Name into English (if applicable))

 

England and Wales

(Jurisdiction of Subject Company’s Incorporation or Organization)

 

Ctrip.com International, Ltd.

(Name of Person(s) Furnishing Form)

 

Ordinary Shares

C1 Shares

C2 Shares

C3 Shares

C4 Shares

C6 Shares

C7 Shares

C8 Shares

C9 Shares

C10 Shares

SIP Shares

(Title of Class of Subject Securities)

 

N/A

(CUSIP Number of Class of Securities (if applicable))

 

Carolyn Jameson

Chief Legal Officer

Skyscanner Holdings Limited

Quartermile One

15 Lauriston Place

Edinburgh EH3 9EN

United Kingdom

Telephone: +44 7825 663 494

(Name, Address (including zip code) and Telephone Number (including area code)
of Person(s) Authorized to Receive Notices and Communications on Behalf of
Subject Company)

 

Copies to:

 

 

 

Cindy Xiaofan Wang
Chief Financial Officer
Ctrip.com International, Ltd.
968 Jin Zhong Road
Shanghai 200335
People’s Republic of China
Telephone: +86 (21) 3406-4880

 

Z. Julie Gao, Esq.
Haiping Li, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
42/F, Edinburgh Tower, The Landmark
15 Queen’s Road Central
Hong Kong
Telephone: +852 3740-4700

 

November 25, 2016

(Date Tender Offer/Rights Offering Commenced)

 

 

 



 

PART I — INFORMATION SENT TO SECURITY HOLDERS

 

Item 1. Home Jurisdiction Documents

 

(a) The following documents are attached as exhibits to this Form CB.

 

Exhibit No.

 

Description

 

 

 

99.1

 

Recommended Offer by Ctrip.com International, Ltd. to Acquire Shares in the Share Capital of Skyscanner Holdings Limited, dated November 24, 2016

 

 

 

99.2

 

Form of Acceptance

 

 

 

99.3

 

Recommended Offer by Ctrip.com International, Ltd. to Acquire SIP Shares in the Capital of Skyscanner Holdings Limited, dated November 24, 2016

 

(b) Not applicable.

 

Item 2. Informational Legends

 

The legends complying with Rule 802(b) of the Securities Act of 1933, as amended, are included in Part VI of Exhibit 99.1 and Part IV of Exhibit 99.3 under the heading “Notice to U.S. Holders.”

 

PART II — INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS

 

(1) Not applicable.

 

(2) The following documents are attached as exhibits to this Form CB.

 

Exhibit No.

 

Description

 

 

 

99.4

 

Skyscanner Holdings Limited annual report and consolidated financial statements for the year ended December 31, 2015

 

 

 

99.5

 

Skyscanner Holdings Limited annual report and consolidated financial statements for the year ended December 31, 2014

 

 

 

99.6

 

Skyscanner Holdings Limited annual report and consolidated financial statements for the year ended December 31, 2013

 

(3) Not applicable.

 

PART III — CONSENT TO SERVICE OF PROCESS

 

(1) A written irrevocable consent and power of attorney on Form F-X was filed concurrently with the Commission on November 28, 2016.

 

(2) Not applicable.

 



 

PART IV — SIGNATURES

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

 

/s/ Cindy Xiaofan Wang

 

 

(Signature)

 

 

 

 

 

Cindy Xiaofan Wang, Chief Financial Officer

 

 

(Name and Title)

 

 

 

 

 

November 28, 2016

 

 

(Date)

 

 


Exhibit 99.1

 

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS DOCUMENT OR THE ACTION YOU SHOULD TAKE, YOU SHOULD CONTACT YOUR STOCKBROKER, SOLICITOR, ACCOUNTANT, BANK MANAGER OR OTHER PROFESSIONAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED) IF YOU ARE RESIDENT IN THE UNITED KINGDOM OR, IF NOT, ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER IN THE RELEVANT JURISDICTION.

 

THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS DOCUMENT IN, INTO OR FROM JURISDICTIONS OTHER THAN THE UNITED KINGDOM AND THE AVAILABILITY OF THE OFFER TO SHAREHOLDERS WHO ARE NOT RESIDENT IN THE UNITED KINGDOM MAY BE RESTRICTED BY THE LAWS OF THOSE JURISDICTIONS. ACCORDINGLY, THOSE PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH THE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE, NOR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR, SHARES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.

 

YOUR ATTENTION IS DRAWN TO THE IMPORTANT INFORMATION SET OUT IN PART VI OF THIS DOCUMENT.

 


 

RECOMMENDED OFFER

 

by

 

CTRIP.COM INTERNATIONAL, LTD.

 

TO ACQUIRE SHARES IN THE SHARE CAPITAL OF

 

SKYSCANNER HOLDINGS LIMITED

(incorporated in England and Wales with registered number 07777261)

 


 

This offer by Ctrip is to acquire Shares in Skyscanner Holdings Limited in exchange for, in the case of UK Holders, cash and Loan Notes and, in the case of Non-UK Holders, cash only. The Loan Notes proposed to be issued to UK Holders by Ctrip pursuant to the offer will be personal to the Holder and will not be transferable except by descent or by operation of law.

 

THE PROCEDURE FOR ACCEPTANCE OF THE OFFER IS SET OUT IN PARAGRAPH 5 OF PART III OF THIS OFFER DOCUMENT AND IN THE ACCOMPANYING FORM OF ACCEPTANCE.

 

TO ACCEPT THE OFFER, THE FORM OF ACCEPTANCE MUST BE COMPLETED, EXECUTED AND SUBMITTED ELECTRONICALLY AS SOON AS POSSIBLE IN ACCORDANCE WITH THE INSTRUCTIONS THEREON. HOLDERS ARE URGED TO SUBMIT THEIR COMPLETED AND VALIDLY EXECUTED FORMS OF ACCEPTANCE BY NO LATER THAN 5 PM ON 4 DECEMBER 2016.

 

The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located.  Shareholders who are resident outside the United Kingdom should review the important information set out in Part VI of this document.  This document does not constitute an offer or solicitation to any person in any jurisdiction in which such an offer or solicitation would be unlawful. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

 

All references to time in this document are to London time (i.e. GMT) unless otherwise stated.

 

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Capitalised terms used in this document shall have the meaning given to them in Part IX.

 

The statements contained in this document are not to be construed as legal, business, financial or tax advice. If you are in any doubt about the content of this document, you should consult your own professional independent legal, financial or tax adviser for legal, business, financial or tax advice.

 

The statements contained in this document are made as at the date of this document, unless some other time is specified in relation to them, and service of this document shall not give rise to any implication that there has been no change in the facts set out in this document since such date. No dealer, salesperson or other person is authorised to give any information or to make any representations with respect to the Offer other than such information or representations contained in this document and, if given or made, such information or representations must not be relied upon as having been authorised by Ctrip.

 

2



 

CONTENTS

 

PART I — LETTER FROM THE CHIEF EXECUTIVE OFFICER OF SKYSCANNER HOLDINGS LIMITED

4

PART II — LETTER FROM THE DIRECTOR AND CHIEF EXECUTIVE OFFICER OF CTRIP.COM INTERNATIONAL, LTD.

6

PART III — MECHANICS OF THE OFFER

14

PART IV — TERMS OF THE OFFER

18

PART V — PRINCIPAL TERMS OF THE LOAN NOTES

23

PART VI — IMPORTANT INFORMATION

26

PART VII — FINANCIAL INFORMATION RELATING TO SKYSCANNER

29

PART VIII — ADDITIONAL INFORMATION

30

PART IX — DEFINITIONS

32

 

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PART I

 

 

LETTER FROM THE CHIEF EXECUTIVE OFFICER

OF SKYSCANNER HOLDINGS LIMITED

(Registered in England and Wales with company number 07777261)

 

Directors:

Registered Office:

Gareth Williams

Suite 7-001

Barry Smith

1 Fore Street

Julian Pancholi

London

Calum Paterson

EC2Y 5EJ

Sir Michael Moritz

 

Mark Logan

 

 

24 November 2016

 

Dear Holder

 

Proposed Acquisition of Skyscanner Holdings Limited

 

1.                                      Introduction

 

On 23 November 2016, the boards of directors of Skyscanner and of Ctrip announced that they had reached agreement on the terms of the proposed acquisition of Skyscanner by Ctrip (the “Acquisition”).

 

As part of the arrangements relating to the Acquisition, the Offer described in this Offer Document is being made to you in your capacity as a Holder.

 

This letter together with the remainder of this Offer Document and the accompanying Form of Acceptance contains the formal Offer by Ctrip for certain shares in the capital of Skyscanner. If you are in any doubt as to the action you should take, you should seek your own independent professional financial advice.

 

2.                                      Unanimous Recommendation

 

The terms of the Acquisition value the issued and to be issued share capital of Skyscanner at approximately £1.426 billion. The Skyscanner Board considers that the terms of the Acquisition fairly value Skyscanner. The Skyscanner Board also believes that membership of the Ctrip Group will enhance growth and investment prospects for Skyscanner and will provide new opportunities for its employees.

 

Gareth Williams, Barry Smith, Julian Pancholi and Mark Logan, the members of the Skyscanner Board who hold Shares, are parties to the Share Purchase Agreement and have accordingly agreed to sell all of their Shares to Ctrip at completion of the Share Purchase

 

4



 

Agreement (however Gareth Williams will subscribe for new shares in Skyscanner following completion of the Acquisition and accordingly will retain a shareholding in Skyscanner).

 

The Skyscanner Board considers the Offer to be in the best interests of Skyscanner and its shareholders as a whole. Accordingly, the Skyscanner Board unanimously recommends that all Holders accept the Offer.

 

In order to accept the Offer in respect of your Shares, you should complete and electronically sign and submit the Form of Acceptance as soon as possible. Holders are urged to submit their completed and validly executed Forms of Acceptance by no later than 5.00pm on 4 December 2016. Your attention is drawn to paragraph 5 of Part III of this Offer Document and to the Form of Acceptance, which set out the procedure for acceptance of the Offer.

 

In approving the Acquisition, the Skyscanner Board has also determined that:

 

·                  any transfer of Shares to Ctrip, including any transfer pursuant to the Offer, will be a “Permitted Transfer” taking place in accordance with Article 16.4 of the Articles; and

 

·                  notwithstanding the variety of Acquisition arrangements, each Skyscanner shareholder is being offered the amount of consideration which they are entitled to receive under the pre-existing arrangements in the Articles.

 

3.                                      Condition to the Offer

 

The Skyscanner Board notes that the Offer is subject to and conditional upon completion under the Share Purchase Agreement occurring on or before the Longstop Date. Completion of the Share Purchase Agreement is itself conditional upon acceptances of the Offer having been received in respect of substantially all of the Shares from recipients of this Offer. Hence, if completion of the Share Purchase Agreement does not occur due to, for example, Ctrip having received insufficient acceptances of the Offer, the Offer will lapse and Holders will not be entitled to receive any consideration in respect thereof.

 

You are therefore urged to accept the Offer and to sign and submit the Form of Acceptance as soon as possible.

 

 

Yours faithfully

 

 

 

/s/ Gareth Williams

 

Gareth Williams

 

Chief Executive Officer

 

 

5



 

PART II

 

 

LETTER FROM THE DIRECTOR AND CHIEF EXECUTIVE OFFICER

OF CTRIP.COM INTERNATIONAL, LTD.

(a company incorporated under the laws of the Cayman Islands as an exempted company with limited liability)

 

Directors:

Address of principal executive office:

James Jianzhang Liang

968 Jin Zhong Road

Min Fan

Shanghai 200335

Jane Jie Sun

People’s Republic of China

Gabriel Li

 

JP Gan

 

Neil Nanpeng Shen

 

Qi Ji

 

Robin Yanhong Li

 

Tony Yip

 

 

24 November 2016

 

Dear Holder

 

Proposed Acquisition of Skyscanner Holdings Limited

 

1.                                      Introduction

 

On 23 November 2016, the boards of directors of Skyscanner and of Ctrip announced that they had reached agreement on the terms of the proposed acquisition of Skyscanner by Ctrip (the “Acquisition”).

 

As part of the arrangements relating to the Acquisition, the Offer described in this Offer Document is being made to you, in your capacity as a Holder.

 

Your attention is drawn to the letter from the Chief Executive Officer of Skyscanner set out in Part I of this Offer Document, which explains why the directors of Skyscanner consider the terms of the Offer to be fair and reasonable and are unanimously recommending that all Holders accept the Offer.

 

This letter together with the remainder of this Offer Document and the accompanying Form of Acceptance contains the formal Offer by Ctrip for the Shares.

 

The purpose of this letter is to explain the background to the Offer and to describe the terms of the Offer.

 

6



 

2.                                      The Acquisition

 

The terms of the Acquisition value Skyscanner at approximately £1.426 billion (assuming the exercise of all outstanding Options and the issue of all Conditional Subscription Shares and taking account any cash payments to be made by Skyscanner in respect of certain “cash equivalent” arrangements which Skyscanner has in place with certain non-UK based employees).

 

If the Acquisition proposals are accepted and implemented in full, it is anticipated that Ctrip would own the entire issued and to be issued share capital of Skyscanner following completion of the Acquisition (save in respect of certain new shares in Skyscanner which will be subscribed for by Gareth Williams following completion of the Acquisition and accordingly Gareth Williams will retain a shareholding in Skyscanner).

 

Given the complexity of Skyscanner’s share capital structure and the large number of Skyscanner shareholders, the Acquisition is being structured through a variety of arrangements. The Offer made to Holders under this Offer Document is just one of those arrangements. In addition, the Management Shareholders and Institutional and Certain Other Shareholders have entered into the Share Purchase Agreement with Ctrip under which, subject to certain conditions, they will sell all of their shares in the capital of Skyscanner to Ctrip (however Gareth Williams will subscribe for new shares in Skyscanner following completion of the Acquisition and will accordingly retain a shareholding in Skyscanner). Certain of the terms of the Share Purchase Agreement are summarised at paragraph 6 below. Separately, acquisition arrangements will be entered into in respect of certain former employees and in respect of SIP Shares. Certain other arrangements will be entered into in respect of the sellers of businesses previously acquired by Skyscanner where those sellers, as part of the consideration offered to them by Skyscanner on the acquisition of the relevant businesses, received or are entitled to shares in the capital of Skyscanner and/or rights to subscribe for shares in the capital of Skyscanner.

 

For recipients of this Offer Document, the acquisition of their Shares by Ctrip will be effected through the Offer, upon the terms and conditions set out in this Offer Document and in the relevant personalised Form of Acceptance.

 

The Offer is one of the arrangements pursuant to which the Acquisition is to be implemented. The objective of the Acquisition proposals, including the Offer, is for Ctrip to acquire day to day control of Skyscanner’s affairs, pursuant to its anticipated acquisition of substantially all of Skyscanner’s issued share capital and its appointment of the members of the Skyscanner Board with effect from completion of the Share Purchase Agreement.

 

3.                                      Consideration

 

For legal, regulatory and commercial reasons, the form of consideration offered to Skyscanner shareholders by Ctrip varies. For instance:

 

·                  the Management Shareholders will receive consideration in the form of cash, Ctrip Shares and Loan Notes (save for one of the Management Shareholders who is to receive cash in deferred instalments in lieu of Loan Notes as a result of being a non-UK resident);

 

·                  the Institutional and Certain Other Shareholders will receive consideration in the form of cash and Ctrip Shares but will not receive Loan Notes;

 

·                  recipients of this Offer Document will receive consideration in the form of cash and Loan Notes (in respect of UK Holders) or in the form of cash only (in respect of Non-UK Holders) but will not receive Ctrip Shares;

 

·                  SIP Shares will be acquired wholly for cash; and

 

·                  the Shares held by certain former employees will be acquired wholly for cash.

 

7



 

The consideration in respect of your Shares is set out in your personalised Form of Acceptance. In order to address tax considerations relevant to Non-UK Holders, UK Holders and Non-UK Holders will receive different forms of consideration. For UK Holders, the consideration in respect of your Shares will consist of cash and Loan Notes (the terms of which are set out in Part V of this document). For Non-UK Holders, the consideration in respect of your Shares will consist of cash payable in three instalments. No Loan Notes will be issued to Non-UK Holders. Notwithstanding the different forms of consideration offered to UK Holders and Non-UK Holders, the Offer made to Holders attributes the same notional value to each share in any particular class of Skyscanner shares.

 

The Acquisition arrangements value:

 

·            each Ordinary Share at approximately £145.29;

 

·            each C1 Share at approximately £120.83;

 

·            each C2 Share at approximately £81.01;

 

·            each C3 Share at approximately £92.51;

 

·            each C4 Share at approximately £78.79;

 

·            each C6 Share at approximately £75.66;

 

·            each C7 Share at approximately £71.50;

 

·            each C8 Share at approximately £67.88;

 

·            each C9 Share at approximately £62.67;

 

·            each C10 Share at approximately £33.88; and

 

·            each SIP Share at approximately £145.29.

 

4.                                      Ctrip

 

Ctrip is a leading travel service provider of accommodation reservation, transportation ticketing, packaged tours and corporate travel management in China.

 

Ctrip is incorporated in the Cayman Islands and conducts substantially all of its operations in China. With its operational headquarters in Shanghai, it has branches in 17 other major cities in China, including Hong Kong, Beijing, Chengdu, Guangzhou, Shenzhen, Qingdao, Shenyang, Xiamen, Hangzhou, Wuhan, Nanjing, Nantong Sanya, Chongqing, Lijiang, Xi’an and Tianjin.

 

Ctrip’s American Depositary Shares are listed on the NASDAQ Global Select Market.

 

Further information relating to Ctrip is available at http://ir.ctrip.com/phoenix.zhtml?c=148903&p=irol-homeprofile.

 

Save for its interests under the Share Purchase Agreement and the terms of the other arrangements entered into in respect of the Acquisition, Ctrip has no interest in the issued or to be issued share capital of Skyscanner as at the date of this Offer Document.

 

8



 

5.                                      The Offer

 

Ctrip offers to acquire the Shares referred to in your personalised Form of Acceptance on the terms and subject to the conditions set out or referred to in this Offer Document and in the personalised Form of Acceptance which accompanies this Offer Document.

 

The consideration you are entitled to receive for the Shares to which this Offer relates is a combination of cash and Loan Notes (in respect of UK Holders) or cash only payable in three instalments (in respect of Non-UK Holders). The consideration you are entitled to receive is set out in your personalised Form of Acceptance. Further details on the Loan Notes to be issued to UK Holders are set out in paragraph 8 below and in Part V of this document.

 

Shares acquired by Ctrip pursuant to the Offer will be acquired fully paid with Full Title Guarantee, free from all liens, equities, charges and Encumbrances and together with all rights attaching thereto on or after 5 p.m. on the Closing Date including, without limitation, the right to receive and retain all dividends and other distributions, if any, declared, paid or made on or after that date.

 

Any transfer of your Shares to Ctrip or its nominee pursuant to the Offer under this Offer Document will be a “Permitted Transfer” for the purposes of the Articles under Article 16.4.

 

Further details of the other terms of the Offer are set out in Parts III and IV of this Offer Document and in the Form of Acceptance.

 

Your attention is drawn to the procedure for actions to be taken to accept the Offer which is set out in paragraph 13 below and in the Form of Acceptance.

 

6.                                      Share Purchase Agreement and Condition to the Offer

 

Ctrip has entered into the Share Purchase Agreement with the Management Shareholders and the Institutional and Certain Other Shareholders. Under the Share Purchase Agreement, subject to certain conditions, the Management Shareholders and Institutional and Certain Other Shareholders have agreed to sell their shares in the capital of Skyscanner to Ctrip.

 

Completion of the Share Purchase Agreement is subject to and conditional upon the satisfaction or waiver of certain conditions set out in the Share Purchase Agreement, including conditions relating to the acquisition by Ctrip of all, or substantially all, of the issued and to be issued share capital of Skyscanner by means of the various arrangements pursuant to which Acquisition is to be implemented. In particular, completion of the Share Purchase Agreement is conditional upon acceptances of the Offer having been received in respect of substantially all of the Shares from recipients of this Offer.

 

The Offer is subject to and conditional upon completion under the Share Purchase Agreement occurring on or before the Longstop Date. Hence, if completion of the Share Purchase Agreement does not occur due to, for example, Ctrip having received insufficient acceptances of the Offer, the Offer will lapse and Holders will not be entitled to receive any consideration in respect thereof.

 

Under a separate warranty deed, the Management Shareholders have also granted customary warranties to Ctrip relating to the Skyscanner Group.

 

7.                                      Cash Consideration

 

Following the Closing Date, the Cash Consideration in respect of UK Holders will be payable in one instalment as set out in paragraph 2 of Part III of this document.

 

Following the Closing Date, the Cash Consideration in respect of Non-UK Holders will be payable in three instalments. The first instalment (as to 72.5% of Cash Consideration payable to Non-UK Holders) will be paid promptly following the Closing Date, the second instalment (as to 4.7% of Cash Consideration payable to Non-UK Holders) will be paid immediately following the first anniversary of the Closing Date and the third instalment (as to 22.8% of Cash Consideration payable to Non-UK Holders) will be paid immediately following the third anniversary of the Closing Date as set out in paragraph 2 of Part III of this document. The amount of each instalment is set out in the personalised Form of Acceptance for each Non-UK Holder.

 

9



 

8.                                      Loan Notes

 

In respect of UK Holders only, at the Closing Date, Ctrip will issue to you the number of Loan Notes set out in your Form of Acceptance.  A Loan Note certificate in respect of the Loan Notes issued to you will set out various conditions relating to the Loan Notes.

 

Save in the event that Ctrip defaults in repaying Loan Notes on the due date for repayment, no interest will be payable on the Loan Notes.

 

The Loan Notes will be redeemable as follows:

 

(a)                                                         following the first anniversary of the Closing Date, 17% of the Loan Notes which were issued to that Noteholder at the Closing Date will be redeemed (e.g. by way of illustrative example, if a Noteholder is issued with £10,000 of Loan Notes at the Closing Date, £1,700 of those Loan Notes will be redeemed (at par value of £1,700) following the first anniversary of the Closing Date and the Noteholder would then hold a balance of £8,300 of Loan Notes); and

 

(b)                                                         the balance of the Loan Notes will be redeemed at par immediately following the third anniversary of the Closing Date (e.g. by way of illustrative example: if a Noteholder is issued with £10,000 of Loan Notes at the Closing Date, £1,700 of such Loan Notes will be redeemed following the first anniversary of the Closing Date as described above and the balance of £8,300 of the Loan Notes will be redeemed (at par value of £8,300) immediately following the third anniversary of the Closing Date).

 

9.                                      Optionholders and holders of Conditional Subscription Shares

 

In order to participate in the Offer, any Options or rights to subscribe for Conditional Subscription Shares you hold must be exercised and the Shares you acquire on exercise will be sold to Ctrip pursuant to the terms of the Offer.  In order to exercise your Option(s) or right(s) to subscribe for Conditional Subscription Shares, you must pay the Exercise Price (as defined in the EMI Rules) or the Subscription Price (as defined in your Conditional Subscription Agreement(s)) (as appropriate).

 

The Skyscanner Board has determined that it will allow you to exercise your Options or your right to subscribe for Conditional Subscription Shares pursuant to the terms of the EMI Rules or your Conditional Subscription Agreement(s) (as appropriate) on a cashless basis. This means that your Exercise Price (as defined in the EMI Rules) or the Subscription Price (as defined in your Conditional Subscription Agreement(s)) (as appropriate) will be deducted from the consideration to be paid to you pursuant to acceptance of the Offer. The Form of Acceptance sets out the cashless exercise proposal in more detail and, by executing the Form of Acceptance, you agree that you exercise your Option(s) or your right to acquire Conditional Subscription Shares, immediately prior to, but conditional on, the Offer becoming wholly unconditional, on a cashless basis.

 

Subject therefore to: (a) you signing the Form of Acceptance; and (b) the Offer being declared or becoming wholly unconditional, Skyscanner will issue and/or transfer (or procure the transfer) to you of such number of Option Sale Shares or Conditional Sale Shares which are subject to your Option or Conditional Subscription Agreement(s) (as appropriate) so that such Option Sale Shares or Conditional Sale Shares are acquired by Ctrip under the Offer.

 

10.                               SIP Participants and SIP Equivalent Participants

 

Ctrip will make a separate offer in respect of the SIP Shares to which SIP Participants and SIP Equivalent Participants are entitled.

 

SIP Participants and SIP Equivalent Participants will be contacted separately to explain these proposals.

 

The Accumulation Period (as defined in the SIP Rules) during which SIP Participants can make SIP Share contributions usually runs from 1 April to 31 March in each year. Under the terms of the SIP Rules, the 2016/2017 Accumulation Period will immediately come to an end when the Offer becomes or is declared wholly unconditional. In order to allow SIP Participants to make their maximum contribution for 2016/2017, Skyscanner is offering SIP Participants the opportunity to make top-up contributions (the “Top-up Contributions”) up to the maximum

 

10



 

contributions such SIP Participants are on track to make for the 2016/2017 Accumulation Period if their current contributions continued until 31 March 2017. The consideration set out in your Form of Acceptance assumes that all SIP Participants elect to make Top-up Contributions. In the event that some SIP Participants do not elect to make Top-up Contributions, the consideration which you receive may be greater than that shown in your personalised Form of Acceptance.

 

11.                               Bonus arrangements

 

Separate and distinct from the Offer and the consideration offered hereunder, Ctrip and Skyscanner have agreed a package of incentivisation arrangements to be put in place in order to incentivise and reward employees of the Skyscanner Group following the Closing Date.

 

The incentivisation package includes:

 

·                  a cash bonus to reward and recognise the contribution of all employees to the development and growth of the business, which will generally be subject to remaining in employment at the time of payment and to the employee’s performance grading in personal strategy reviews. For most employees, this will be paid in two tranches. The first tranche will be paid  as soon as practicable following the date falling six months after the Closing Date and the second tranche will be paid as soon as practicable following the date falling 18 months after the Closing Date. A number of employees (principally being those who have not to date participated to a material extent in Skyscanner’s incentivisation arrangements) will either receive a cash bonus payable shortly after the Closing Date and will be eligible for further payments following the 6 and 18 month dates referred to above or will only receive the cash bonus shortly after the Closing Date. The aggregate funding available for the cash bonus plan is £20 million; and

 

·                  a performance bonus plan, to provide an additional cash bonus for employees at Skyscanner’s discretion and subject to continuing growth in revenue and earnings. The aggregate funding available for this performance bonus plan is £80 million. The first half of this aggregate funding (i.e. £40 million) is available to fund bonuses awarded to such employees as Skyscanner in its discretion may determine, if the following targets are both met in any future twelve month period:

 

(a)                                the Skyscanner Group’s revenue for that twelve month period is above £400 million; and

 

(b)                                the Skyscanner Group’s EBITDA for that twelve month period is above £100 million.

 

The second half of this aggregate funding (i.e. £40 million) is available to fund bonuses awarded to such employees as Skyscanner in its discretion may determine, if the following targets are both met in any future twelve month period:

 

(a)                                the Skyscanner Group’s revenue for that twelve month period is above £600 million; and

 

(c)                                 the Skyscanner Group’s EBITDA for that twelve month period is above £150 million.

 

Payments under this performance bonus plan will also be subject to remaining in employment at the time of payment and to the employee’s performance in personal strategy reviews.

 

You will receive a separate letter from Skyscanner in respect of these arrangements.

 

12.                               Re-designation of Shares and New Articles of Association

 

It is proposed that the Resolutions will be passed as written resolutions prior to, but to take effect immediately following, the Closing Date in order to simplify Skyscanner’s share structure and adopt new articles of association of Skyscanner. Pursuant to the Resolutions, it is proposed that, inter alia, the entire issued share capital of Skyscanner will be re-designated as

 

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ordinary shares of 0.01 pence each and Deferred Shares. The Form of Acceptance contains all necessary class consents required in relation to the Resolutions and a power of attorney in terms of which you will appoint any director of Skyscanner as your attorney for the purposes of passing the Resolutions (if your approval is required) and agreeing to the variation and/or abrogation of rights attaching to the class(es) of share held by you.

 

12.                               Information relating to Skyscanner

 

As Skyscanner is unquoted, there is no ready market for Shares.  If the Offer is not successful, there is no certainty that Holders, either as a whole or individually, will be able to sell their Shares in the future at the price at which the Offer is being made or at any other price.

 

13.                               Actions to be taken to accept the Offer

 

Your attention is drawn to paragraph 5 of Part III of this Offer Document and to the Form of Acceptance, which set out the procedure for acceptance of the Offer.

 

In order to accept the Offer in respect of your Shares, you should complete and electronically sign and submit the Form of Acceptance as soon as possible. Holders are urged to submit their completed and validly executed Forms of Acceptance by no later than 5.00pm on 4 December 2016.

 

In the event that you are an Optionholder and/or have rights to subscribe for Conditional Subscription Shares, the Form of Acceptance enables you to exercise your rights to exercise your Options and/or rights to subscribe for Conditional Subscription Shares and to sell those Shares pursuant to the Offer.

 

In the event that you wish to accept the Offer in respect of your Shares and you are in possession of share certificate(s) or other documents of title in respect of all your Shares, please return the relevant share certificate(s) or other documents of title by post or by hand (during normal business hours only) to Skyscanner Holdings Limited at Quartermile One, 15 Lauriston Place, Edinburgh EH3 9EN, United Kingdom for the attention of Skyscanner Secretary (Carolyn Jameson) as soon as possible but, in any event, so as to be received by no later than 5.00pm on 4 December 2016.

 

If you are in any doubt as to the action you should take, you should seek your own independent professional financial advice. Holders should consult with their own advisers with respect to the tax consequences of accepting the Offer.

 

You are urged to accept the Offer and to sign and submit the Form of Acceptance as soon as possible.

 

14.                               Validity of acceptances

 

Ctrip reserves the right, subject to the terms of the Offer and the Form of Acceptance, to treat as valid in whole or part any acceptance of the Offer which is not entirely in order or which is not accompanied by the relevant share certificate(s) and/or other document(s) of title. In that event, the consideration under or in consequence of the Offer will not be paid until after the relevant share certificate(s) and/or other document(s) of title, or indemnities satisfactory to Ctrip, have been received.

 

Your attention is drawn to the information set out in the rest of this Offer Document and the Form of Acceptance.

 

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15.                               Overseas shareholders

 

The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of relevant jurisdictions in which they are located. This document does not constitute an offer or solicitation to any person in any jurisdiction in which such an offer or solicitation would be unlawful.  Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

 

The attention of Holders who are citizens or residents of jurisdictions outside the United Kingdom or who are holding Shares for such citizens or residents and any person (including, without limitation, any custodian, nominee or trustee) who may have an obligation to forward any document in connection with the Offer outside the United Kingdom is drawn to Part VI of this Offer Document.

 

Yours faithfully

 

 

 

/s/ Jane Jie Sun

 

Jane Jie Sun

 

Director and Chief Executive Officer of Ctrip

 

 

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PART III

 

MECHANICS OF THE OFFER

 

1.                                      Introduction

 

This part of the Offer Document sets out the mechanics of the Offer, containing the more general terms surrounding the Offer and providing information in relation to the acceptance thereof.

 

The procedure for accepting the Offer is set out in the Form of Acceptance which accompanies this Offer Document. In order to accept the Offer in respect of your Shares, you must complete and electronically sign and submit the Form of Acceptance as soon as possible. Holders are urged to submit their completed and validly executed Forms of Acceptance by no later than 5.00pm on 4 December 2016. In the event that you are an Optionholder and/or have rights to subscribe for Conditional Subscription Shares, the Form of Acceptance enables you to exercise your rights to exercise your Options and/or rights to subscribe for Conditional Subscription Shares and to sell those Shares pursuant to the Offer. The Holders are invited to return their Forms of Acceptance as soon as possible.

 

2.                                      The Offer and Settlement

 

The Offer is subject to the terms and conditions set out in this Part III and Part IV of this Offer Document and in the Form of Acceptance.

 

Settlement of Cash Consideration for UK Holders

 

Subject to the Offer becoming or being declared wholly unconditional, and provided that the Form of Acceptance, share certificate(s) and/or other document(s) of title are in order, settlement of the Cash Consideration to which any Non-UK Holder is entitled under the Offer will be despatched as follows: Ctrip will remit the relevant Cash Consideration to Skyscanner on the Closing Date by way of electronic transfer and Skyscanner will within fifteen (15) Business Days of receipt of such Cash Consideration remit such Cash Consideration less any Permitted Deduction to the relevant validly accepting Holder by way of electronic transfer to the Holder’s bank account to which their salary is usually paid.

 

An instruction to send electronically a sum to which a Holder is entitled shall, when acted upon by Ctrip or on its behalf and sent to Skyscanner, be an effective discharge of Ctrip’s obligation to pay such sum and Ctrip shall not be concerned to see to the application or be answerable for the loss or misappropriation of such sum. By executing the Form of Acceptance, Holders will appoint Skyscanner as their agent for the purposes of receiving the Cash Consideration from Ctrip and effecting any Permitted Deduction.

 

Settlement of Cash Consideration for Non-UK Holders

 

Subject to the Offer becoming or being declared wholly unconditional, and provided that the Form of Acceptance, share certificate(s) and/or other document(s) of title are in order, settlement of the Cash Consideration to which any Non-UK Holder is entitled under the Offer will be paid in three instalments to be despatched as follows:

 

(a)                                Ctrip will remit the relevant first instalment of the Cash Consideration to Skyscanner on the Closing Date by way of electronic transfer and Skyscanner will within fifteen (15) Business Days of receipt of such Cash Consideration remit such Cash Consideration less any Permitted Deduction to the relevant validly accepting Holder by way of electronic transfer to the Holder’s bank account to which their salary is usually paid;

 

(b)                                Ctrip will remit the relevant second instalment of the Cash Consideration to Skyscanner on the first anniversary of the Closing Date by way of electronic transfer

 

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and Skyscanner will within fifteen (15) Business Days of receipt of such Cash Consideration remit such Cash Consideration to the relevant validly accepting Holder by way of electronic transfer to the Holder’s bank account to which their salary is usually paid; and

 

(c)                                 Ctrip will remit the relevant third instalment of the Cash Consideration to Skyscanner on the third anniversary of the Closing Date by way of electronic transfer and Skyscanner will within fifteen (15) Business Days of receipt of such Cash Consideration remit such Cash Consideration to the relevant validly accepting Holder by way of electronic transfer to the Holder’s bank account to which their salary is usually paid.

 

An instruction to send electronically a sum to which a Holder is entitled shall, when acted upon by Ctrip or on its behalf and sent to Skyscanner, be an effective discharge of Ctrip’s obligation to pay such sum and Ctrip shall not be concerned to see to the application or be answerable for the loss or misappropriation of such sum. By executing the Form of Acceptance, Holders will appoint Skyscanner as their agent for the purposes of receiving the Cash Consideration from Ctrip and effecting any Permitted Deduction.

 

Issuing of Loan Notes to UK Holders

 

Subject to the Offer becoming or being declared wholly unconditional, and provided that the Form of Acceptance, share certificate(s) and/or other document(s) of title are in order, the Loan Notes to which any UK Holder is entitled under the Offer will be issued as follows: in the case of acceptances received, valid and complete in all respects before the date on which the Offer becomes or is declared wholly unconditional, Ctrip will issue the Loan Notes to the relevant Holder(s) on the Closing Date and Loan Note certificate(s) in respect of such Loan Notes will be despatched to the relevant Holder(s) within fifteen (15) Business Days of the Closing Date.

 

All Loan Note certificates will be despatched to the relevant Holders by Ctrip sending such Loan Note certificates to the Company Secretary of Skyscanner (currently Carolyn Jameson), c/o Skyscanner Holdings Limited, Quartermile One, 15 Lauriston Place, Edinburgh EH3 9EN, United Kingdom. The Company Secretary of Skyscanner will hold the original Loan Note certificates for all relevant Holders for ease of safekeeping and each relevant Holder will in due course be provided with a copy of his/her Loan Note certificate.  If any Holder wishes to hold the original of their Loan Note certificate, they should request the original Loan Note certificate from the Company Secretary of Skyscanner from time to time. By executing the Form of Acceptance, Holders will appoint Skyscanner as their agent for the purposes of receiving the Loan Note certificates from Ctrip.

 

The Loan Notes are not transferable. In the case of death of a registered holder of Loan Notes or of any other event giving rise to the transmission of the Loan Notes by operation of law, the only persons recognised by Ctrip as having any title to such Loan Notes of such registered holder are the executors or administrators of that deceased registered holder’s estate or such other person or persons as the directors of Ctrip may reasonably determine. Any person becoming entitled to the Loan Notes as a result of such transmission may, upon producing such evidence as reasonably required by the directors of Ctrip, be registered as the holder of such Loan Notes.

 

Your attention is drawn to the procedure for acceptance set out at paragraph 5 of this Part III below.

 

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3.                                      Conditions of the Offer

 

The Offer is conditional upon the satisfaction of the Condition referred to in Part IV of this Offer Document.

 

4.                                      Holders Resident Overseas

 

If you are resident outside the United Kingdom, you should consult professional advisers as to any governmental or other consents required or other formalities that need to be observed in order for you to be able to accept the Offer.

 

In particular, unless otherwise determined by Ctrip, the Offer is not being made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of (including, without limitation, facsimile transmission, telex, telephone or e-mail) of commerce of, or any facilities of, a national securities exchange of, Australia, Canada or South Africa, and cannot be accepted by any such use, means, instrumentality or facility from or within Australia, Canada or South Africa, nor is it being made in or into any jurisdiction where they such delivery or receipt of the Offer would be contrary to applicable law in that jurisdiction, and the Offer is not capable of acceptance from any such jurisdiction by any such use, means, instrumentality or facilities.

 

The Loan Notes are not being offered to Non-UK Holders, have not been and will not be registered under the U.S. Securities Act and applicable state law, and are not being sold, directly or indirectly, in the United States or to U.S. Persons. Further, no prospectus in relation to the Loan Notes has been, or will be lodged with, any securities regulator in Australia, Canada or South Africa, and no steps have been, or will be, taken to enable the Loan Notes to be offered in compliance with the applicable securities laws of Australia, Canada or South Africa.  Consequently, the Loan Notes are not being offered, sold or delivered, directly or indirectly, in or into Australia, Canada or South Africa, or any other jurisdiction if to do so would constitute a violation of the relevant laws in such jurisdiction.

 

This Offer Document and the Form of Acceptance should not be distributed, forwarded or transmitted in or into Australia, Canada or South Africa or any other jurisdiction where it would be unlawful to do so.

 

The non-transferable nature of the Loan Notes means that this Offer does not constitute a prospectus under, and is not subject to, the Prospectus Directive. Therefore, the Offer has not been approved by the United Kingdom Financial Conduct Authority or any other competent regulatory authority of any Member State of the European Economic Area. For the purposes of this paragraph, Prospectus Directive means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in any Member State of the European Economic Area.

 

5.                                      Procedure for Acceptance of the Offer

 

This section should be read with the notes on the Form of Acceptance.

 

In order to accept the Offer in respect of your Shares, you must complete and electronically sign and submit the Form of Acceptance as soon as possible. Holders are urged to submit their completed and validly executed Forms of Acceptance by no later than 5.00pm on 4 December 2016. In the event that you are an Optionholder and/or have rights to subscribe for Conditional Subscription Shares, the Form of Acceptance enables you to exercise your rights to exercise your Options and/or rights to subscribe for Conditional Subscription Shares and to sell those Shares pursuant to the Offer. Holders are invited to return their Forms of Acceptance as soon as possible.

 

In the event that you wish to accept the Offer in respect of your Shares and you are in possession of share certificate(s) or other documents of title in respect of all your Shares, please return the relevant share certificate(s) or other documents of title by post or by hand (during normal business hours only) to Skyscanner Holdings Limited at Quartermile One, 15 Lauriston Place, Edinburgh, EH3 9EN, United Kingdom for the

 

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attention of Skyscanner Secretary as soon as possible but, in any event, so as to be received by no later than 5.00pm on 4 December 2016.

 

If you wish to accept the Offer and have lost your share certificate(s) and/or other document(s) of title, or if those are not available, the Form of Acceptance should nevertheless be electronically signed and returned as stated above. The Form of Acceptance contains a form of indemnity for the number of Shares you hold for the missing, destroyed or misplaced share certificate(s). You should then arrange for the relevant share certificate(s) and/or other document(s) of title to be forwarded as soon as possible thereafter if they are found or become available. Further details are set out in the Form of Acceptance.

 

Ctrip reserves the right, at its sole discretion, to treat as invalid any Form of Acceptance which is not entirely in order or which is not accompanied by the relevant share certificate(s) and/or other document(s) of title.

 

The availability of the Offer to persons who are citizens or residents outside of the United Kingdom may be affected by the laws of the relevant jurisdictions.  Such persons should inform themselves about and observe any applicable requirements. The attention of any such persons is drawn to paragraph 6 of Part IV of this Offer Document and to Part VI of this Offer Document. Any Form of Acceptance which appears to Ctrip or its agents to have been submitted from Australia, Canada or South Africa may be treated as invalid.

 

Your attention is drawn to the conditions attached to the Offer, including the information relating to the Form of Acceptance, to the letter from the Chief Executive Officer of Skyscanner set out in Part I and to the letter from the Director and Chief Executive Officer of Ctrip set out in Part II.

 

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PART IV

 

TERMS OF THE OFFER

 

Except where the context requires otherwise, any reference in this Offer Document and in the Form of Acceptance:

 

(a)                                 to the Offer will include any revision, variation or extension of the Offer;

 

(b)                                 to the Offer becoming unconditional will include the Offer becoming or being declared unconditional in all respects; and

 

(c)                                  to acceptances of the Offer includes deemed acceptances of the Offer.

 

Ctrip reserves the right in its sole discretion to amend and vary the timing and the procedure for implementation of the Offer, including the terms and the timing of the Offer as set forth in paragraph 4 below but excluding any reduction in the Consideration. Notwithstanding the foregoing, in the event of a Dividend Payment, Ctrip reserves the right to reduce the Consideration by an amount up to the amount of any Dividend Payment.

 

The following further terms apply, unless the context requires otherwise, to the Offer.

 

1.                                      Title to the Shares

 

Electronic signature and delivery of the Form of Acceptance will constitute warranties by the accepting Holder in the terms set out in paragraph 5 below in respect of the Shares for which the Offer is accepted and that the accepting Holder has full power to accept the Offer and to enter into and perform the transaction contemplated in accordance with this Offer Document and will constitute a binding obligation in accordance with its terms.

 

2.                                      Condition

 

The Offer is subject to and conditional upon completion under the Share Purchase Agreement becoming effective on or before the Longstop Date.

 

3.                                      Lapse of Offer

 

(a)                                 The Offer will lapse unless the Condition is fulfilled or waived or has been determined by Ctrip in its reasonable opinion to be or to remain satisfied, in each case no later than the Longstop Date; and

 

(b)                                 If the Offer so lapses, the Offer will cease to be capable of further acceptance and accepting Holders and Ctrip will cease to be bound by any Form of Acceptance submitted before the time the Offer lapses.

 

4.                                      Acceptance Period

 

The Offer will remain open for acceptance until no later than 5.00pm on 31 December 2016 (or such later time(s) and/or date(s) as Ctrip may decide) following which the Offer will close. For the avoidance of doubt, Ctrip in its absolute discretion shall be entitled to extend the period for acceptances of the Offer in respect of any particular Holder(s). In the event that Ctrip extends the period for acceptances of the Offer in respect of any particular Holder(s) until after the Closing Date, references to the “Closing Date” in paragraph 5(b) below and in the Form of Acceptance shall in respect of such Holder(s) mean the date of closing of the Offer in respect of such Holder(s).

 

5.                                      Form of Acceptance

 

Each Holder by whom, or on whose behalf, any Form of Acceptance is executed irrevocably and unconditionally undertakes, represents, warrants to and agrees with Ctrip (so as to bind him and his personal representatives, heirs, successors and assigns) to the following effect:

 

(a)                                that the execution of a Form of Acceptance shall constitute an acceptance of the Offer in respect of the numbers and classes of Shares inserted, or deemed to be inserted, in the Form of Acceptance;

 

(b)                                that the Shares in respect of which the Offer is accepted, or is deemed to be accepted, are

 

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transferred fully paid with Full Title Guarantee and free from all liens, equities, charges and Encumbrances and together with all rights attaching thereto on or after 5 p.m. on the Closing Date including, without limitation, the right to receive and retain all dividends and other distributions, if any, declared, paid or made on or after that date;

 

(c)                                 that the electronic execution of the Form of Acceptance and its submission constitutes, subject to the Offer becoming unconditional in all respects in accordance with its terms, the irrevocable separate appointment of Skyscanner and each of its directors as such Holder’s attorney, and an irrevocable instruction to the attorney to complete and execute all or any form(s) of transfer and/or other document(s) in the attorney’s discretion in relation to the Shares referred to in paragraph (a) of this paragraph 5 in favour of Ctrip and to deliver such form(s) of transfer and/or other document(s) at the attorney’s discretion together with any share certificate(s) and/or other document(s) of title relating to such Shares for registration and to execute such other documents and to do all such other acts or things as may in the opinion of such attorney be necessary or expedient for the purpose of, or in connection with, the acceptance of the Offer and the making of any election thereunder and to vest such Shares in Ctrip or its nominee(s);

 

(d)                                that, subject to the Offer becoming unconditional in all respects in accordance with its terms, the execution of the Form of Acceptance and its submission constitutes a separate and irrevocable authority and request to Skyscanner or its agents to procure the registration of the transfer of the Shares in certificated form pursuant to the Offer and the delivery of the share certificate(s) and/or other document(s) of title in respect thereof to Ctrip or as it may direct;

 

(e)                                 that any Form of Acceptance executed and submitted by or on behalf of a Holder shall be irrevocable and cannot be withdrawn;

 

(f)                                  after the Offer has become unconditional in all respects that:

 

(i)                                    Ctrip or its agents shall be entitled to exercise or direct the exercise of any votes and any or all other rights and privileges (including the right to requisition the convening of a general meeting of Skyscanner or of any class of its shareholders) attaching to any Shares, in respect of which the Offer has been accepted, or is deemed to have been accepted, such votes where relevant to be cast so far as possible to satisfy any outstanding condition of the Offer;

 

(ii)                                 the execution of a Form of Acceptance by a Holder in respect of the Shares:

 

(A)                               constitutes an irrevocable authority to Skyscanner from such Holder to send any notice, circular, warrant or other document or communication which may be required to be sent to him as a member of Skyscanner in respect of such Shares to Ctrip at its registered office;

 

(B)                               constitutes an irrevocable authority to Ctrip or its agents to sign any document and to do such things as may in the opinion of Ctrip or that agent be deemed necessary or desirable in connection with the exercise of any votes or other rights and privileges attaching to such Shares, (including, but without limitation, signing any consent to short notice of a general meeting or form of proxy on his behalf and/or, where appropriate, nominated by Ctrip to attend general meetings and separate class meetings of Skyscanner or its members or any of them (and any adjournment thereof) and/or attending any such meeting and exercising the votes attaching to such Shares on his behalf, where relevant such votes to be cast so far as possible to satisfy any outstanding condition of the Offer);

 

(C)                               will also constitute the agreement of such Holder not to exercise any of such rights without the consent of Ctrip and the irrevocable undertaking of such Holder not to appoint a proxy to attend and not himself to attend any such general meeting or separate class meeting; and

 

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(D)                               that the Holder:

 

(1)                                has not received or sent copies or originals of the Offer Document, the Form of Acceptance or any related offering documents, in, into, or from Australia, Canada or South Africa (a “Restricted Jurisdiction”) and has not otherwise utilised in connection with the Offer, directly or indirectly, the mails for, any means or instrumentality of (including, without limitation, facsimile transmission, telephone or e-mail) of commerce of, or any facility of a national securities exchange, of a Restricted Jurisdiction;

 

(2)                                was outside a Restricted Jurisdiction when the Form of Acceptance was delivered and at the time of accepting the Offer;

 

(3)                                in respect of the Shares to which the Form of Acceptance relates, is not an agent or a fiduciary agent on a non-discretionary basis for a principal who has given any instructions with respect to the Offer from within a Restricted Jurisdiction;

 

(4)                                if a citizen, resident or national of a jurisdiction outside the United Kingdom,  has observed the laws of the relevant jurisdiction, obtained all requisite governmental, exchange control and other consents, complied with all other necessary formalities and paid any issue, transfer or other taxes or other requisite payments due in any such jurisdiction in connection with such acceptance and has not taken or omitted to take any action that may result in Ctrip,  Skyscanner, the Sellers’ Representatives or other person acting in breach of the legal or regulatory requirements of any such jurisdiction in connection with the Offer or the Holder’s acceptance thereof;

 

(g)                                 that the Holder will deliver to Skyscanner his share certificate(s) or other document(s) of title in respect of all Shares held by the Holder, and in respect of which the Offer has been accepted or is deemed to have been accepted, or an indemnity acceptable to Ctrip in lieu thereof as soon as possible and in any event within 3 months of the Offer becoming unconditional in all respects and will execute any further documents, do such acts and give any further assurances that may be required or desirable in connection with his acceptance of the Offer in respect of such shares;

 

(h)                                that Ctrip or its agents shall be entitled to effect any Permitted Deduction, settle the Cash Consideration less any Permitted Deduction, issue the Loan Notes and despatch the Loan Note certificates in the manner set out in Part III of this Offer Document;

 

(i)                                    that the Holder is irrevocably and unconditionally entitled to transfer the Shares in respect of which the Form of Acceptance is completed and that the entire beneficial interest in such Shares, in respect of which the Offer is accepted or deemed to be accepted will be acquired by Ctrip or its nominee under the Offer;

 

(j)                                   that the Holder acknowledges and agrees that any transfer of shares in the capital of Skyscanner to Ctrip by any Skyscanner shareholder pursuant to this Offer, the Share Purchase Agreement and any other documents effecting the Acquisition is a transfer made in accordance with Article 16.4 of the Articles;

 

(k)                                that the terms and conditions of the Offer contained in this Offer Document will be incorporated and deemed to be incorporated in and form part of the Form of Acceptance, which will be read and construed accordingly;

 

(l)                                    that the Holder will ratify each and every act or thing which may be done or effected by Ctrip, Skyscanner or any officer or authorised representative or agents of them, as the case may be, in the exercise of any of his or its power and/or authorities hereunder;

 

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(m)                            that, if any provision of this Offer Document is or becomes unenforceable or invalid or does not or becomes unable to operate so as to afford Ctrip and/or Skyscanner or any officer or authorised representative of any of them or their respective agents the benefit or authority expressed to be given therein, the Holder will, as promptly as practicable, do all such acts and things and execute all such documents that may be required or desirable to enable those persons to secure the full benefit of this Offer Document;

 

(n)                                that the Holder accepts the Offer on the basis of the information set out in this Offer Document and the Form of Acceptance;

 

(o)                                 that all powers of attorney, appointments of agents and authorities conferred by those conditions or in the Form of Acceptance are given by way of security for the performance of the obligations of the Holder concerned and are irrevocable;

 

(p)                                 that the Holder waives any right of pre-emption over any Shares set out in the Articles or otherwise; and

 

(q)                                 that the Holder appoints Carolyn Jameson and Colin McLellan of c/o Skyscanner Holdings Limited, Quartermile One, 15 Lauriston Place, Edinburgh, EH3 9EN, United Kingdom to be the Sellers’ Representatives for all purposes of this Offer Document.

 

6.                                      Non-UK Applicants

 

No person receiving a copy of this Offer Document or a Form of Acceptance in any territory other than the UK may treat the same as constituting an invitation or offer to him, nor should he in any event use such Form of Acceptance unless, in the relevant territory, such an invitation or offer could lawfully be made to him or such Form of Acceptance could lawfully be used without contravention of any registration or other legal requirements. It is the responsibility of any person outside the UK wishing to make an application hereunder to satisfy himself as to full observance of the laws of any relevant territory in connection therewith, including obtaining any requisite governmental or other consents, observing any other formalities requiring to be observed in such territory and paying any issue, transfer or other taxes required to be paid in such territory.

 

7.                                      Definitions

 

Save where the context otherwise requires, words and expressions defined in this Offer Document have the same meanings when used in the Form of Acceptance and any other explanatory notes in relation thereto.

 

8.                                      General

 

(a)                                 References to a Holder include references to the person or persons executing a Form of Acceptance and any person or persons on whose behalf such person or persons executing the Form of Acceptance is/are acting.  In the event of more than one person executing a Form of Acceptance such paragraphs will apply jointly and severally;

 

(b)                                 Any omission or failure to despatch this Offer Document, the Form of Acceptance or any other document relating to the Offer and/or any notice required to be despatched under the terms of the Offer to or any failure to receive the same by any person to whom the Offer is or should be made will not invalidate the Offer in any way or create any implication that the Offer has not been made to any such person;

 

(c)                                  Ctrip reserves the right to treat acceptances of the Offer as valid if not entirely in order or not accompanied by the relevant share certificates and/or other relevant documents of title or if received by Ctrip at any place or places determined by it otherwise than as set out in this Offer Document or Form of Acceptance;

 

(d)                                 The Offer will lapse unless the Condition has been fulfilled or (if capable of being waived) waived or where appropriate has been determined by Ctrip in its reasonable opinion to be or remain satisfied by no later than the Longstop Date. If the Offer lapses for any reason, the

 

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Offer will cease to be capable of further acceptance and the Holder and Ctrip will cease to be bound by prior acceptances.

 

(e)                                  The Holders agree that no press conference, announcement or other communication concerning the transactions referred to in this document or in connection with the Skyscanner Group or Ctrip or otherwise relating to the financial condition or trading or financial prospects of the Skyscanner Group shall be made or despatched by the Holders or any Connected Person without the prior written consent of Ctrip save as may be required by:

 

(i)                  law; or

 

(ii)              any applicable regulatory authority to which either party is subject where such requirement has the force of law.

 

(f)                                   The Holders shall treat as strictly confidential all information received or obtained as a result of entering into or performing any obligations in this document or supplied by on or behalf of Ctrip or the Skyscanner Group in the negotiations leading to this document, which relates to the provisions of this Offer Document, the negotiations relating to this Offer Document or, the subject matter of the document or in any of these cases relating to the Form of Acceptance (the “Information”) and shall not without the prior written consent of Ctrip publish or otherwise disclose to any person any Information except to the extent that:

 

(i)                  the Information before it is furnished to the Holder is in the public domain; or

 

(ii)               the Information after it is furnished to the Holder enters the public domain otherwise than as a result of a breach by the Holder of its obligations to treat such information as confidential; or

 

(iii)            the Holder discloses the Information to any person in compliance with any requirement of law; in response to any applicable regulatory authority to which it is subject where such requirement has the force of law; in order to obtain tax or other clearance consents from HM Revenue & Customs or other relevant taxing or regulatory authority.

 

(g)                                  Subject to paragraph (s) of Section B of the Form of Acceptance, the Offer, all Forms of Acceptance and all acceptances in respect thereof and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. Subject to paragraph (s) of Section B of the Form of Acceptance, the courts of England are to have exclusive jurisdiction to settle any matter, dispute or claim arising out of or in connection with the Offer, the Forms of Acceptance and all acceptances in respect thereof.

 

(h)                                This Offer Document is being distributed on the basis that the proposed Offer is one falling within Article 62(2) (Sale of a body corporate) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (SI 2005/1529) in that the purpose of the Offer (together with the other transactions pursuant to which the Acquisition is to be implemented) is for Ctrip to acquire the day-to-day control of the affairs of Skyscanner.

 

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PART V

 

PRINCIPAL TERMS OF THE LOAN NOTES

 

The Loan Notes will be created by a resolution of the directors of Ctrip and will each be constituted by a loan note instrument (the “Loan Note Instrument”) executed as a deed by Ctrip on the Closing Date. The Loan Notes will only be issued to UK Holders and will not be issued to Non-UK Holders. The Loan Notes will be an obligation of Ctrip pursuant to the Loan Note Instrument. The Loan Note Instrument contains, among other things, provisions to the effect set out below:

 

1.                                      Form and Status

 

The Loan Notes will be issued by Ctrip in integral multiples of £1 in nominal amount and will constitute unsecured and unsubordinated obligations of Ctrip, except for those obligations as may be preferred by law. The Loan Note instrument will not contain any restrictions on borrowing, disposing or charging of assets by Ctrip.

 

The Loan Notes will be in registered form. Ctrip shall keep a record of the Noteholders in a register (the “Register”). The Register is further detailed in clause 8 of the Loan Note Instrument.

 

Title to the Loan Note passes only on due registration on the Register and any payment due on the Loan Note will be made only to the duly registered Noteholder. The Loan Note certificates are further described in clause 7 of the Loan Note Instrument.

 

2.                                      Interest

 

Save in the event that Ctrip defaults in repaying Loan Notes on a due date for repayment, no interest will be payable on the Loan Notes.

 

3.                                      Repayment, Purchase and Redemption

 

On the first anniversary of the Closing Date, a Noteholder shall be repaid at par 17% of the Loan Notes which were issued to that Noteholder at the Closing Date.

 

The balance of the Loan Notes will be redeemed at par immediately following the third anniversary of the Closing Date.

 

4.                                      Repayment on Default

 

By a decision of the majority of the Noteholders, the Noteholders may by written notice to Ctrip direct that the Loan Notes held by Holders who become Noteholders following the Closing Date, and any other sum then payable on such Loan Notes, be due and payable immediately upon the occurrence of any of the following:

 

(a)                                Failure to pay:  Ctrip fails to pay any principal monies on any of the Loan Notes within five Business Days after the due date for payment therefor unless Ctrip’s failure to pay is caused by administrative or technical error or delay in the transmission of funds outside the control of Ctrip and, in such circumstances, payment is made within ten Business Days of the due date for such payment;

 

(b)                                Breach of undertaking:  Ctrip fails to perform or comply with any material obligation (other than an obligation to pay principal in respect of the Loan Notes) expressed to be assumed by it in the Loan Notes Instrument and such failure continues for 20 Business Days after written notice has been given by any Noteholder requiring remedy thereof;

 

(c)                                 Insolvency: Ctrip is or is adjudged by a court of competent jurisdiction to be insolvent or unable to pay its debts (as defined in section 93(c) of the Companies Law of the Cayman Islands, but for these purposes ignoring the deeming provisions of section 93(a) of the Companies Law of the Cayman Islands), stops, suspends or threatens to

 

23



 

stop or suspend payment of all or any material part of its indebtedness or commences negotiations with any one or more of its creditors (other than the Noteholders) with a view to the general readjustment or re-scheduling of all or any material part of its indebtedness or makes a general assignment for the benefit of, or composition with or for the benefit of its creditors (or any class of its creditors) or a moratorium is agreed or declared in respect of, or affecting, all or a material part of its indebtedness and such circumstances would, or might reasonably be expected to, have a Material Adverse Effect;

 

(d)                                Winding-up: an order is made or an effective resolution is passed by Ctrip or a court of competent jurisdiction for the winding up or dissolution of Ctrip (other than for the purposes of a bona fide, solvent scheme of reconstruction or amalgamation whereunder a successor company undertakes the obligations of Ctrip), or an administrative or other receiver, administrator, liquidator, provisional liquidator, trustee or similar officer is appointed over all or any material part of its assets;

 

(e)                                 Enforcement proceedings:  any expropriation, attachment, sequestration, distress, attachment, execution or other legal process is levied, enforced or sued out on or against all or any material part of the assets of Ctrip which (1) is not discharged or stayed within 20 Business Days of having been so levied, enforced or sued out and (2) would, or might reasonably be expected to, have a Material Adverse Effect;

 

(f)                                  Analogous proceedings:  anything analogous to or having a substantially similar effect to any of the events specified in paragraphs (c) to (e) inclusive shall occur under the laws of any applicable jurisdiction;

 

(g)                                 Encumbrance enforceable:  any encumbrance on or over the all or any material part of the assets of Ctrip becomes enforceable and any formal, legal step (including the taking of possession or the appointment of a receiver, manager or similar person) is taken by the holder of such encumbrance to enforce that encumbrance other than where the same is frivolous or vexatious and is suspended within 21 days or other than where such circumstance would not, or might reasonably not be expected to, have a Material Adverse Effect;

 

(h)                                Illegality:  it is or will become unlawful for Ctrip to perform or comply with any material obligations under the Loan Note Instrument or any such obligation is not or ceases to be legal, valid and binding; or

 

(i)                                    Cessation of business: Ctrip ceases to carry on the whole of the business it carries on the date of this instrument or a substantial part thereof,

 

Where:

 

Material Adverse Effect” means any event or circumstance which, taking into account all relevant circumstances, has a material adverse effect on the business operations and financial performance of Skyscanner and its Subsidiaries, taken as a whole.

 

5.                                      Non-Transferability

 

The Loan Notes are non-transferable and no application has been made or will be made to any stock exchange for the Loan Notes to be listed or otherwise dealt in.

 

The Notes have not been and will not be registered under the U.S. Securities Act, any state securities laws in the United States or the securities laws of any other jurisdiction and have been initially placed pursuant to exemption from the U.S. Securities Act and such other laws and may not be reoffered, resold, pledged, or otherwise transferred except by descent or by operation of law.

 

24



 

6.                                      Modification

 

The provisions of the Loan Note Instrument and the rights of the Noteholders may from time to time be modified, abrogated or varied in any respect with the sanction of the majority of the Noteholders and with the consent of Ctrip.

 

Notwithstanding the above, Ctrip may (by instrument expressed to be supplemental to the Loan Note Instrument) from time to time amend the Loan Note Instrument without the sanction of an extraordinary resolution if such amendment would not (in the good faith opinion of Ctrip’s board of directors) be prejudicial to the interests of the Noteholders or if such amendment is of a formal, minor or technical nature or is made to correct a manifest error in its terms.

 

7.                                      Governing Law

 

The Loan Notes, the Loan Note Instrument and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.

 

The courts of England are to have exclusive jurisdiction to settle any matter, dispute or claim arising out of or in connection with the Loan Note Instrument and the Loan Notes.

 

The above represents a summary of the terms of the Loan Notes and is subject to the detailed provisions of the Loan Note Instrument which will govern the rights and obligations of Ctrip and the Noteholders with respect to the Loan Notes.

 

25



 

PART VI

 

IMPORTANT INFORMATION

 

The statements contained in this document are not to be construed as legal, business, financial or tax advice. If you are in any doubt about the content of this document, you should consult your own legal, financial or tax adviser for legal, business, financial or tax advice. The statements contained in this document are made as at the date of this document, unless some other time is specified in relation to them, and service of this document shall not give rise to any implication that there has been no change in the facts set out in this document since such date. No dealer, salesperson or other person is authorised to give any information or to make any representations with respect to the Offer other than such information or representations as are contained in this document and, if given or made, such information or representations must not be relied upon as having been authorised by Ctrip or Skyscanner.

 

General

 

This Offer Document should not be distributed, forwarded or transmitted in or into Australia, Canada, the People’s Republic of China (which for this purpose only should exclude the Hong Kong and Macau Special Administrative Regions and Taiwan) or South Africa. To the best of the knowledge and belief of the directors of Ctrip.com International, Ltd., who have taken all reasonable care to ensure that such is the case, the information contained in this Offer Document is in accordance with the facts and does not omit anything likely to affect the import of such information. This document should be read in connection with the accompanying Form of Acceptance. The terms of this Offer are recommended by all the directors of Skyscanner Holdings Limited.

 

The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of relevant jurisdictions in which they are located. This document does not constitute an offer or solicitation to any person in any jurisdiction in which such an offer or solicitation would be unlawful.  Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

 

Notice to U.S. Holders

 

The Offer is made for the securities of a UK company. The Offer is subject to disclosure requirements of the United Kingdom that are different from those in the United States. Financial statements included in, or incorporated by reference in, the document, if any, have been prepared in accordance with non-U.S. accounting standards that may not be comparable to the financial statements of U.S. companies.

 

The Offer is being made in the United States in reliance on and in compliance with Rule 14d-1(c) under the U.S. Securities Exchange Act of 1934, as amended. Ctrip will furnish to the SEC a Form CB with respect to the Offer.

 

It may be difficult for Holders to enforce their rights and any claim they may have arising under the federal securities laws since Ctrip and Skyscanner are located outside the United States, and some or all of their officers and directors are resident outside the United States. As a result, it may be difficult to compel Ctrip and Skyscanner and their affiliates to subject themselves to a U.S. court’s judgment, or to enforce, in courts outside the United States, judgments obtained in U.S. courts against any such person, including judgments based on the civil liability provisions of the U.S. securities laws. Additionally, Holders may not be able to sue Ctrip or Skyscanner or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws.

 

As further described herein, Holders should be aware that Ctrip may purchase Skyscanner’s securities other than under this Offer, such as in in privately negotiated purchases.

 

In making the decision whether or not to accept the Offer, Holders must rely upon their own examination of the Offer, including the merits and risks involved.

 

THE OFFER HAS NOT BEEN APPROVED OR RECOMMENDED BY ANY U.S. FEDERAL OR

 

26



 

STATE SECURITIES AUTHORITY NOR HAS ANY SUCH AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. THE MAKING OF ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

 

Other Restricted Jurisdictions

 

Unless otherwise determined by Ctrip, the Offer is not being made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone or e-mail) of commerce of, or any facilities of, a national securities exchange of, Australia, Canada or South Africa, and cannot be accepted by any such use, means, instrumentality or facility from or within Australia, Canada or South Africa, nor is it being made in or into any jurisdiction where they such delivery or receipt of the Offer would be contrary to applicable law in that jurisdiction, and the Offer is not capable of acceptance from any such jurisdiction by any such use, means, instrumentality or facilities.

 

No prospectus in relation to the Loan Notes has been, or will be lodged with, any securities regulator in the United States, Australia, Canada, the PRC or South Africa, and no steps have been, or will be, taken to enable the Loan Notes to be offered in compliance with the applicable securities laws of the United States, Australia, Canada, the PRC or South Africa.  Consequently, the Loan Notes are not being offered, sold or delivered, directly or indirectly, in or into the United States, Australia, Canada, the PRC or South Africa, or any other jurisdiction if to do so would constitute a violation of the relevant laws in such jurisdiction.

 

Forward-looking statements

 

This Offer Document, oral statements made regarding the Offer, and other information published by Ctrip and Skyscanner contain statements which are, or may be deemed to be, “forward-looking statements”. All statements, other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Ctrip and Skyscanner about future events, and are therefore subject to risks and uncertainties which could cause actual results, performance or events to differ materially from those expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as “plan”, “expect”, “budget”, “target”, “aim”, “scheduled”, “estimate”, “forecast”, “intend”, “anticipate”, “assume” or “believe”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Although Ctrip and Skyscanner believe that the expectations reflected in such forward-looking statements are reasonable, Ctrip and Skyscanner can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risks (known and unknown) and uncertainties (and other factors that are in many cases beyond the control of Ctrip and/or Skyscanner) because they relate to events and depend on circumstances that may or may not occur in the future.

 

There are a number of factors that could affect the future operations of Ctrip and/or the Skyscanner Group and that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements, such as: domestic and global business and economic conditions; asset prices; market related risks such as fluctuations in interest rates and exchange rates, industry trends, competition, changes in government and regulation, changes in the policies and actions of governments and/or regulatory authorities (including changes related to capital and tax), changes in political and economic stability, disruption in business operations due to re-organisation activities, interest rate, inflation and currency fluctuations, the timing impact and other uncertainties of future or planned acquisitions or disposals or combinations. Other unknown or unpredictable factors could affect future operations and/or cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors.

 

Each forward-looking statement speaks only as of the date of this Offer Document. Neither Ctrip nor Skyscanner, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Offer Document will actually occur. All forward-looking statements

 

27



 

contained in this Offer Document are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations, neither Ctrip nor Skyscanner is under or undertakes any obligation, and each of the foregoing expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

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PART VII

 

FINANCIAL INFORMATION RELATING TO SKYSCANNER

 

The documents referred to below (which contain financial information in respect of the Skyscanner Group) have been filed at Companies House in the UK and are incorporated into the Offer by reference.

 

Document

 

Companies House reference

Skyscanner Holdings Limited annual report and consolidated financial statements for the year ended 31 December 2015

 

S56BLH5K

 

 

 

Skyscanner Holdings Limited annual report and consolidated financial statements for the year ended 31 December 2014

 

S46WEEGB

 

 

 

Skyscanner Holdings Limited annual report and consolidated financial statements for the year ended 31 December 2013

 

S39HTOA2

 

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PART VIII

 

ADDITIONAL INFORMATION

 

1.                   Directors

 

1.1. The Ctrip Directors and their respective positions are set out below:

 

Name

 

Position

 

 

 

James Jianzhang Liang

 

Executive Chairman of the Board

 

 

 

Min Fan

 

Vice Chairman of the Board and President

 

 

 

Jane Jie Sun

 

Director and Chief Executive Officer

 

 

 

Gabriel Li

 

Vice Chairman of the Board, Independent Director

 

 

 

JP Gan

 

Independent Director

 

 

 

Neil Nanpeng Shen

 

Independent Director

 

 

 

Qi Ji

 

Independent Director

 

 

 

Robin Yanhong Li

 

Director

 

 

 

Tony Yip

 

Director

 

The registered office of Ctrip is the offices of Maples Corporate Services Limited, P.O Box 309, Ugland House, Grand Cayman, KY1-1104 and the principal executive office address of Ctrip is 968 Jin Zhong Road, Shanghai 200335, People’s Republic of China.

 

1.2. The Skyscanner Directors and their respective positions are as follows:

 

Name

 

Position

 

 

 

Gareth Williams

 

Director

 

 

 

Barry Smith

 

Director

 

 

 

Julian Pancholi

 

Director

 

 

 

Calum Paterson

 

Director

 

 

 

Sir Michael Moritz

 

Director

 

 

 

Mark Logan

 

Director

 

The registered office of Skyscanner is the offices Suite 7-001, 1 Fore Street, London, EC2Y 5EJ.

 

2.                   United Kingdom Taxation — UK Holders only

 

THE CONTENTS OF THIS PART ARE NOT TO BE CONSTRUED AS TAX ADVICE IN RESPECT OF THE IMPACT OF THE OFFER OR OTHERWISE. EACH HOLDER SHOULD CONSULT HIS OR HER OWN TAX ADVISOR FOR TAX ADVICE.

 

The following statements do not constitute legal or tax advice and are intended only as a general guide to the principal UK tax consequences of the making a Section 431 Election (as defined below) in connection with the Offer. The statements are based on current UK tax law as applied in England and Wales and H.M. Revenue & Customs (“HMRC”) published practice as at the date of this document and such provisions may be repealed, revoked or modified, possibly with retrospective effect, so as to result in UK tax consequences different from those described below. These statements are not intended to be exhaustive and do not purport to be a complete analysis of all UK tax considerations relating to the Offer. The statements below relate only to Holders who are and will be the absolute beneficial owners of his or her Shares and/or Options and who are resident and resident and domiciled in the United Kingdom for UK tax purposes (and any reference to “UK Holders” below should be construed accordingly).

 

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By signing the Form of Acceptance, UK Holders agree to enter into (if requested to do so by Skyscanner) a joint tax election with your employer under section 431(1) of Chapter 2 of Part 7, Income Tax (Earnings and Pensions) Act 2003 (“ITEPA”) in respect of (where applicable) (a) the Option Sale Shares and/or (b) the Loan Notes (a “Section 431 Election”).

 

A Section 431 election is a joint election entered into by you and your employer whereby you elect to pay income tax on the unrestricted market value (i.e. the value assuming no restrictions apply) of (i) if you are an Optionholder, the Option Sale Shares you acquire on exercise of your Option and/or (b) the Loan Notes acquired on the sale of your Shares.  If a Section 431 Election is entered into, income tax is payable by you on the difference between the unrestricted market value of (a) the Option Sale Shares and/or (b) the Loan Notes and price you are deemed to have paid for tax purposes.

 

If you are an Optionholder and you hold Options which are qualifying options for the purposes of Schedule 5 of ITEPA, you will be deemed to have entered into a Section 431 Election in respect of your Option Sale Shares as your Options were granted at a price which represented at least the market value.

 

If you are Optionholder and you hold Options which are (in whole or in part) unapproved share options, by entering into a Section 431 Election you agree to pay income tax on the difference between the unrestricted market value and the actual market value of your Option Sale Shares. As your Option will be exercised conditional upon and immediately before the Offer is declared or becomes wholly unconditional, it is likely that the unrestricted market value and the actual market value will be the consideration received for your Option Sale Shares and therefore there ought not to be a tax consequence of entering into the Section 431 Election.

 

If you are receiving Loan Notes by way of consideration for the sale of your Shares, by entering into Section 431 Election, you agree to pay income tax on any difference between the unrestricted market value of the Loan Notes and the value of the Shares which you are deemed to have sold in exchange for the Loan Notes.

 

If a Section 431 Election is not entered into, when the Option Sale Shares and/or Loan Notes are sold, redeemed or otherwise disposed of (as the case may be) or, if earlier, when any restrictions (such as transfer restrictions) are lifted, part of the increase in value may be subject to income tax under the restricted securities regime. By entering into a Section 431 Election any future gain in value or proceeds received in relation to the Option Sale Shares and/or the Loan Notes should be subject to capital gains tax (at a maximum rate of 20%) rather than the income tax regime.

 

3.                   Other Information

 

Save as disclosed in this document:

 

(a)                                          there is no agreement, arrangement or understanding by which any Shares to be acquired by Ctrip in pursuance of the Offer will be transferred to any other person; and

 

(b)                                        the Skyscanner Directors are not aware of any significant adverse change in the financial or trading position of Skyscanner since 31 December 2015 (the date to which the most recent annual results of Skyscanner were made up).

 

4.                   Documents on display

 

Copies of the following documents will be available free of charge, for inspection at the head office of Skyscanner until the Closing Date:

 

(a)                                 this document;

 

(b)                                 the memorandum and articles of association of Skyscanner; and

 

(c)                                  Skyscanner Holdings Limited annual reports and consolidated financial statements for the years ended 31 December 2013, 31 December 2014 and 31 December 2015.

 

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PART  IX

 

DEFINITIONS

 

The following definitions apply throughout this Offer Document unless the context requires otherwise:

 

2006 Act

 

means the Companies Act 2006;

 

 

 

Accumulation Period

 

has the meaning given to such term in the SIP Rules;

 

 

 

Acquisition

 

means the proposed acquisition of substantially all of the issued share capital in Skyscanner by Ctrip;

 

 

 

Articles

 

means the articles of association of Skyscanner in force as at the date of this Offer Document;

 

 

 

Business Day

 

means any day (other than a Saturday, Sunday or public holiday in England, Scotland or the PRC) on which clearing banks in the City of London, Edinburgh and Shanghai are open for the transaction of normal sterling banking business;

 

 

 

C1 Shares

 

has the meaning given in the Articles;

 

 

 

C2 Shares

 

has the meaning given in the Articles;

 

 

 

C3 Shares

 

has the meaning given in the Articles;

 

 

 

C4 Shares

 

has the meaning given in the Articles;

 

 

 

C6 Shares

 

has the meaning given in the Articles;

 

 

 

C7 Shares

 

has the meaning given in the Articles;

 

 

 

C8 Shares

 

has the meaning given in the Articles;

 

 

 

C9 Shares

 

has the meaning given in the Articles;

 

 

 

C10 Shares

 

has the meaning given in the Articles;

 

 

 

Cash Consideration

 

means the cash sum payable by Ctrip to Holders in respect of the Offer, the amount of which shall be set out for each Holder in their Form of Acceptance;

 

 

 

Closing Date

 

means:

 

(a)                                 the date which is the fifth Business Day after the date on which the Condition is satisfied (or waived); or

 

(b)                                 such later date as the Sellers’ Representatives and Ctrip may agree in writing (each acting reasonably);

 

 

 

Condition

 

means the condition set out in paragraph 2 of Part IV of this Offer Document;

 

 

 

Conditional Subscription Agreement

 

means an agreement between the holder of a right to acquire Conditional Subscription Shares and Skyscanner;

 

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Conditional Subscription Shares

 

means shares in the capital of Skyscanner in respect of which Skyscanner has previously granted to a person a conditional right to subscribe for those shares;

 

 

 

Connected Person

 

has the meaning attributed to it in section 839 of the Income and Corporation Taxes Act 1988;

 

 

 

Consideration

 

means the consideration offered by Ctrip to Holders in respect of the Offer (being Cash Consideration and Loan Notes in respect of UK Holders and Cash Consideration only in respect of Non-UK Holders);

 

 

 

Ctrip

 

means Ctrip.com International, Ltd., a company incorporated in the Cayman Islands as an exempted company with limited liability under the Companies Law of the Cayman Islands and having its principal executive office address at 968 Jin Zhong Road, Shanghai 200335, People’s Republic of China and “Ctrip Group” shall be construed as Ctrip and its subsidiary undertakings immediately prior to the Offer being made;

 

 

 

Ctrip Directors

 

means the members of the board of directors of Ctrip;

 

 

 

Ctrip Shares

 

means the ordinary shares of US$0.01 of Ctrip;

 

 

 

Deferred Shares

 

means deferred shares of 0.01 pence each in the capital of Skyscanner, having the rights set out in the new articles of association of Skyscanner to be adopted pursuant to the Resolutions;

 

 

 

Dividend Payment

 

means any dividend, return of capital (whether by way of reduction of share capital, repurchase or redemption (or otherwise) or any other distribution in respect of any Share which has been declared, made or paid by Skyscanner or which has a record date, in each case, on or after the date of this Offer Document;

 

 

 

EBITDA

 

means earnings before interest, taxation, depreciation and amortisation of the Skyscanner Group (for the avoidance of doubt, and subject to the below, as comprised as at Completion (as defined in the Share Purchase Agreement)) for the LTM as disclosed in or by the relevant Management Accounts, but excluding any:

 

(a)                                 share based payment charge taken to the profit and loss account of the Skyscanner Group associated with employee equity schemes; and

 

(b)                                 revenue and income resulting from any company or business acquired after Completion (as defined in the Share Purchase Agreement) unless such acquisition has been approved by the Board of Directors of Skyscanner from time to time;

 

 

 

EMI Rules

 

means the rules of the EMI Scheme;

 

 

 

EMI Scheme

 

means the Skyscanner Holdings Limited Enterprise Management Incentive Scheme;

 

 

 

Encumbrance

 

means any encumbrance, lien, pledge, charge (fixed or floating), mortgage, third party claim, debenture, option, right

 

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of pre-emption, right to acquire, assignment by way of security, trust arrangement for the purpose of providing security or other security interests of any kind, including retention arrangements or other encumbrances of any nature whatsoever and any agreement to create any of the foregoing;

 

 

 

Form of Acceptance

 

means the personalised form of acceptance and authority, issued in connection with the Offer and accompanying this Offer Document;

 

 

 

Full Title Guarantee

 

means the benefit of the implied covenants set out in Part 1 of the Law of Property (Miscellaneous Provisions) Act 1994 when a disposition is expressed to be made with full title guarantee;

 

 

 

Holder

 

means a Shareholder and/or Optionholder and/or a person having rights to subscribe for Conditional Subscription Shares;

 

 

 

Institutional and Certain Other Shareholders

 

means SEP III and certain other shareholders in Skyscanner, defined as “Institutional and Other Non Management Sellers” in the Share Purchase Agreement;

 

 

 

Loan Note Instrument

 

means the loan note instrument pursuant to which Ctrip will create the Loan Notes;

 

 

 

Loan Notes

 

means unsecured zero coupon redeemable loan notes to be issued by Ctrip;

 

 

 

Longstop Date

 

means 23 February 2017, or such later date as the Sellers’ Representatives and Ctrip may agree in writing;

 

 

 

LTM

 

means the last 12 months covered by relevant Management Accounts (which, for the avoidance of doubt, may require two sets of Management Accounts to be aggregated in order to show a position for the relevant 12 month period);

 

 

 

Management Accounts

 

means the monthly management accounts of the Skyscanner Group, prepared on a basis consistent with Relevant Accounting Standards;

 

 

 

Management Shareholders

 

means Gareth Williams and certain other members of the management team of Skyscanner defined as “Management Sellers” in the Share Purchase Agreement;

 

 

 

NASDAQ

 

means the NASDAQ Stock Exchange;

 

 

 

Non-UK Holder

 

means a Holder who is not a UK Holder;

 

 

 

Noteholder

 

means a holder of Loan Notes;

 

 

 

Offer

 

means the recommended offer made by Ctrip to relevant recipients of this Offer Document to acquire the issued (and to be issued) Shares, Conditional Subscription Shares and Option Sale Shares to which this Offer Document relates, subject to the terms and conditions set out in this Offer Document and in the Form of Acceptance;

 

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Offer Document

 

means this document;

 

 

 

Option

 

means a share option over any shares in the capital of Skyscanner or any of its subsidiary undertakings granted by Skyscanner under the EMI Scheme;

 

 

 

Optionholder

 

means holders of the Options;

 

 

 

Option Sale Shares

 

means the Shares (if any) to be issued to Optionholders following the exercise of the Options;

 

 

 

Ordinary Shares

 

means the ordinary shares of £1.00 each in the capital of Skyscanner;

 

 

 

Permitted Deduction

 

means an amount equal to the aggregate of:

 

(a)                                 any amount payable to Skyscanner for the purposes of receiving Option Sale Shares or Conditional Subscription Shares which are to be transferred to Ctrip under the Offer, including any amounts payable on the exercise of a Holder’s Option or right to acquire Conditional Subscription Shares; and

 

(b)                                 income tax, social security contributions or any other tax or charge which is a Holder’s liability but which Skyscanner (or any member of the Skyscanner Group) is liable to account on behalf of a Holder in connection with the Offer and of any withholding required to be made by law in connection with the Offer, including in relation to the exercise of a Holder’s Option or right to acquire Conditional Subscription Shares;

 

 

 

PRC

 

means the People’s Republic of China (excluding, for the purposes of this Offer Document, the Hong Kong and Macau Special Administrative Regions and Taiwan);

 

 

 

Relevant Accounting Standards

 

means the practice of preparing accounts in compliance with all applicable laws and accounting conventions, principles and practices generally accepted in the UK required to be used in the preparation of accounts, which accounts are intended to show a fair presentation, as required by International Accounting Standards as approved by the European Union whereby the accounting treatment is specified in International Financial Reporting Standards, International Accounting Standards and IFRIC Draft Interpretations;

 

 

 

Resolutions

 

means written resolutions approving inter alia (i) the re-designation of the entire issued share capital of Skyscanner to ordinary shares of 0.01 pence each and Deferred Shares and (ii) the adoption of new articles of association of Skyscanner;

 

 

 

SEC

 

means the United States Securities and Exchange Commission;

 

 

 

Sellers’ Representatives

 

means the persons nominated from time to time as the representatives of the Holders as a whole, at the date of this Offer Document being Carolyn Jameson and Colin McLellan

 

35



 

 

 

of c/o Skyscanner Holdings Limited, Quartermile One, 15 Lauriston Place, Edinburgh EH3 9EN, United Kingdom;

 

 

 

Shareholders

 

means holders of Shares;

 

 

 

Share Purchase Agreement

 

means the share purchase agreement on or about the date hereof among Ctrip, the Management Shareholders and the Institutional and Certain Other Shareholders relating to certain shares in the capital of Skyscanner;

 

 

 

Shares

 

means the issued and fully paid shares of all classes in the capital of Skyscanner (including any further such shares which are unconditionally allotted or issued and fully paid after the date of the Offer but prior to the Closing Date, and in particular but without limitation Option Sale Shares and Conditional Subscription Shares which are issued pursuant to the exercise of the relevant option and/or subscription rights) which as at the Closing Date are held by persons to whom this Offer is made (and, for the avoidance of doubt, shall include any shares into which any of the foregoing shares are re-designated pursuant to the Resolutions);

 

 

 

SIP

 

means the Skyscanner Holdings Limited Share Incentive Plan;

 

 

 

SIP Equivalent

 

means the share incentive plans made available to the SIP Equivalent Participants which permit the SIP Equivalent Participants to (i) subscribe for SIP Shares and (ii) be allotted matching SIP Shares for nil consideration;

 

 

 

SIP Equivalent Participants

 

means those employees based in the U.S., Singapore, Spain and China who participants in the SIP Equivalent;

 

 

 

SIP Participants

 

means those employees who participate in the SIP;

 

 

 

SIP Rules

 

means the trust deed and rules of the Skyscanner Holdings Limited Share Incentive Plan;

 

 

 

SIP Share

 

means a SIP share of £0.01 each in the capital of Skyscanner and being fully paid up and non-redeemable and having the rights, and being subject to the restrictions, set out in the Articles;

 

 

 

Skyscanner

 

means Skyscanner Holdings Limited whose registered office is at Suite 7-001, 1 Fore Street, London, EC2Y 5EJ, United Kingdom;

 

 

 

Skyscanner Board

 

means the board of directors of Skyscanner whose names are set out in Part I of this Offer Document;

 

 

 

Skyscanner Directors

 

means the members of the board of directors of Skyscanner;

 

 

 

Skyscanner Group

 

means Skyscanner and its subsidiary undertakings;

 

 

 

Subsidiary

 

means, in relation to any company or corporation, a subsidiary within the meaning of section 1159 of the 2006 Act;

 

 

 

subsidiary undertakings

 

means a subsidiary undertaking within the meaning ascribed to such expression by section 1161 of the 2006 Act (as the

 

36



 

 

 

context shall admit or require);

 

 

 

Top-up Contributions

 

shall have the meaning ascribed to it in paragraph 10 of Part II of this Offer Document;

 

 

 

UK or United Kingdom

 

means the United Kingdom of Great Britain and Northern Ireland;

 

 

 

UK Holder

 

means a Holder who is a resident in the UK;

 

 

 

United States” or “U.S.

 

means the United States of America;

 

 

 

U.S. Holder

 

means a Holder who is a U.S. Person;

 

 

 

U.S. Person

 

means a U.S. person as defined in Rule 902(k) of Regulation S under the U.S. Securities Act, and includes any natural person resident in the United States; and

 

 

 

U.S. Securities Act

 

means the U.S. Securities Act of 1933, as amended.

 

37


Exhibit 99.2

 

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS DOCUMENT OR THE ACTION YOU SHOULD TAKE, YOU SHOULD CONTACT YOUR STOCKBROKER, SOLICITOR, ACCOUNTANT, BANK MANAGER OR OTHER PROFESSIONAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED) IF YOU ARE RESIDENT IN THE UNITED KINGDOM OR, IF NOT, ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER IN THE RELEVANT JURISDICTION.

 

THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS DOCUMENT IN, INTO OR FROM JURISDICTIONS OTHER THAN THE UNITED KINGDOM AND THE AVAILABILITY OF THE OFFER TO SHAREHOLDERS WHO ARE NOT RESIDENT IN THE UNITED KINGDOM MAY BE RESTRICTED BY THE LAWS OF THOSE JURISDICTIONS. ACCORDINGLY, THOSE PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH THE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE, NOR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR, SHARES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.

 

Unless the context otherwise requires, the definitions set out in the Offer Document dated 24 November 2016 also apply to this document and a reference to any gender includes a reference to the other genders.

 

 

FORM OF ACCEPTANCE

 

for use by Holders in connection with

 

RECOMMENDED OFFER

 

by

 

CTRIP.COM INTERNATIONAL, LTD.

 

TO ACQUIRE SHARES IN THE SHARE CAPITAL OF

 

SKYSCANNER HOLDINGS LIMITED

(incorporated in England and Wales with registered number 07777261)

 

 

ACTION TO BE TAKEN

 

·              To accept the Offer, please read the Offer Document (including the letters set out therein from the Chief Executive Officer of Skyscanner Holdings Limited and the Director and Chief Executive Officer of Ctrip.com International, Ltd.) and the terms of this Form of Acceptance and then complete and execute this form by following the instructions and the guidance notes contained in this Form of Acceptance and submit it as soon as possible. You are urged to submit your completed and validly executed Form of Acceptance by no later than 5.00pm on 4 December 2016.

 

·              Please return your share certificate(s) with your Form of Acceptance. In the absence of that, a form of indemnity for the number of Shares you hold is contained within this Form of Acceptance for the missing, destroyed or misplaced share certificate(s). Cheques or other payment for the Shares will not be despatched until all relevant share certificates or form of indemnity have been received.

 

 

ALL REFERENCES TO TIME IN THIS DOCUMENT ARE TO LONDON (I.E. GMT) TIME UNLESS OTHERWISE STATED.

 



 

SECTION A — PERSONALISED TERMS OF THE OFFER

 

This section sets out certain terms of the Offer as they apply to your Shares.

 

Holder name:

 

 

 

 

Holder address:

 

 

 

 

You hold the following Shares as at the date of the Offer Document:

 

Ordinary Shares

 

C1 Shares

 

C2 Shares

 

C3 Shares

 

C4 Shares

 

C6 Shares

 

C7 Shares

 

C8 Shares

 

C9 Shares

 

C10 Shares

 

 

If any of the details above are incorrect, please contact Carolyn Jameson or Graeme Barron immediately.

 

Subject to the terms and conditions of the Offer Document and this Form of Acceptance:

 

(1)           the consideration offered for your Shares pursuant to the Offer is:

 

Cash Consideration:

£

 

Loan Notes:

£

 

 

Please note that the consideration set out above assumes that all SIP Participants elect to make Top-up Contributions. In the event that some SIP Participants do not elect to make Top-up Contributions, the consideration which you receive may be greater than that shown above.

 

(2)           If you hold Option(s) under the EMI Scheme, in order to participate in the Offer, you must exercise your Option(s).  In accordance with the terms of the EMI Rules, it is a condition of exercise that you pay the Exercise Price (as defined in the EMI Rules) or make arrangements which are in all respects satisfactory to the Skyscanner Board to pay the Exercise Price in full on such date and on such terms as the Skyscanner Board shall determine.  The Skyscanner Board has determined that you may exercise your Option(s) on a cashless exercise basis (the “Option Cashless Exercise Proposal”) whereby you undertake to pay the Exercise Price and authorise an amount equal to the Exercise Price being deducted by Skyscanner from any cash consideration due to be paid to you in respect of the acquisition by Ctrip of the Option Sale Shares (that you acquire on the exercise of your Option) under the Offer.

 

Skyscanner will also deduct from any cash proceeds due to be paid to you under the Offer any income tax, social security contributions or any other taxes or charges (if any) which are your liability but which Skyscanner (or any other member of the Skyscanner Group) is liable to account on your behalf and of any other withholding required to be made by law in respect of the exercise of your Option(s) and/or the sale of your Option Sale Shares (the “Option Tax Liability”).

 

By signing this Form of Acceptance, you hereby:

 

(a)              exercise your Option(s) immediately prior to, but conditional upon, the Offer being declared or becoming wholly unconditional;

 

(b)              agree to the Option Cashless Exercise Proposal;

 



 

(c)              authorise Skyscanner (or any other member of the Skyscanner Group) to deduct from any consideration payable to you in relation to the sale of your Option Sale Shares: (i) the aggregate Exercise Price; and/or (ii) any Tax Liability;

 

(d)              agree to indemnify Skyscanner (or any other member of the Skyscanner Group) in respect of any Tax Liability and authorise Skyscanner (or any other member of the Skyscanner Group) to arrange for the amount of the Tax Liability to be deducted from your salary and/or agree to pay to Skyscanner (or any other member of the Skyscanner Group) in cleared funds an amount equal to the Tax Liability within 10 Business Days of such amount being notified to you in writing; and

 

(e)              agree to enter into (if requested to do so by Skyscanner) a joint tax election with your employer under section 431(1) of Chapter 2 of Part 7, Income Tax (Earnings and Pensions) Act 2003 (or any such similar election or filing as may be necessary or desirable in any other jurisdiction) in respect of (where applicable) (a) the Option Sale Shares and/or (b) the Loan Notes.

 

If you do not wish to exercise your Option(s) pursuant to the Option Cashless Exercise Proposal, you must inform Carolyn Jameson or Graeme Barron by no later than 5.00pm on 30 November 2016 and you must make arrangements to pay your Exercise Price together with any Option Tax Liability to Skyscanner in advance of the exercise of your Option(s).

 

(3)           If you hold a right to subscribe for Conditional Subscription Shares pursuant to the terms of your Conditional Subscription Agreement(s), in order to participate in the Offer, you must exercise your right(s) to acquire Conditional Subscription Shares. In accordance with the terms of your Conditional Subscription Agreement(s), it is a condition of exercise that you pay the Subscription Price (as defined in your Conditional Subscription Agreement(s)). Notwithstanding that the terms of your Conditional Subscription Agreement(s) provide that you must pay the Subscription Price in advance of any such exercise, the Skyscanner Board has determined that you may exercise your right(s) to subscribe for Conditional Subscription Shares on a cashless exercise basis (the “Cashless Exercise Proposal”) whereby you undertake to pay the Subscription Price and authorise an amount equal to the Subscription Price being deducted by Skyscanner from any cash consideration due to be paid to you in respect of the acquisition by Ctrip of the Conditional Subscription Shares (that you acquire on the exercise of your right(s) to acquire Conditional Subscription Shares) under the Offer.

 

Skyscanner will also deduct from any cash proceeds due to be paid to you under the Offer any income tax, social security contributions or any other taxes or charges (if any) which is your liability but which Skyscanner (or any other member of the Skyscanner Group) is liable to account on your behalf and of any other withholding required to be made by law in respect of the exercise of your right(s) to subscribe for Conditional Subscription Shares and/or the sale of your Conditional Subscription Shares (the “Tax Liability”).

 

By signing this Form of Acceptance, you hereby:

 

(a)              exercise your right(s) to subscribe for Conditional Subscription Shares, immediately prior to, but conditional on, the Offer being declared or becoming wholly unconditional;

 



 

(b)              agree to the Cashless Exercise Proposal;

 

(c)              authorise Skyscanner (or any other member of the Skyscanner Group) to deduct from any consideration payable to you in relation to the sale of the Conditional Subscription Shares: (i) the aggregate Exercise Price; and (ii) any Tax Liability;

 

(d)              agree to indemnify Skyscanner (or any other member of the Skyscanner Group) in respect of any Tax Liability and authorise Skyscanner (or any other member of the Skyscanner Group) to arrange for the amount of the Tax Liability to be deducted from your salary and/or agree to pay to Skyscanner (or any other member of the Skyscanner Group) in cleared funds an amount equal to the Tax Liability within 10 Business Days of such amount being notified to you in writing; and

 

(e)              agree to enter into (if requested to do so by Skyscanner) a joint tax election with your employer under section 431(1) of Chapter 2 of Part 7, Income Tax (Earnings and Pensions) Act 2003 (or any such similar election or filing as may be necessary or desirable in any other jurisdiction) in respect of (where applicable) (a) the Conditional Subscription Shares and/or (b) the Loan Notes.

 

If you do not wish to exercise your right(s) to subscribe for Conditional Subscription Shares pursuant to the Cashless Exercise Proposal, you must inform Carolyn Jameson or Graeme Barron by no later than 5.00pm on 30 November 2016 and you must make arrangements to pay your Subscription Price together with any Tax Liability to Skyscanner in advance of the exercise of your right(s) to subscribe for Conditional Subscription Shares.

 



 

SECTION B — TERMS AND CONDITIONS

 

Each Holder by whom, or on whose behalf, a Form of Acceptance is executed irrevocably undertakes, represents, warrants and agrees to and with Ctrip (and in respect of paragraphs (d), (e), (g) and (j) — (s) (inclusive) below only, to and with Skyscanner) (so as to bind him, his personal representatives, heirs, successors and assigns) to the following effect:

 

(a)            that the execution of the Form of Acceptance shall constitute an acceptance of the Offer in respect of the Holder’s Shares on and subject to the terms and conditions set out or referred to in this Form of Acceptance and in Part IV (Terms of the Offer) of the Offer Document and that such acceptance shall be irrevocable and not capable of withdrawal;

 

(b)            that the Shares in respect of which the Offer is accepted, or is deemed to be accepted, are transferred fully paid with Full Title Guarantee, free from all liens, equities, charges and Encumbrances, and together with all rights attaching thereto on or after 5 p.m. on the Closing Date including, without limitation, the right to receive and retain all dividends and other distributions, if any, declared, paid or made on or after that date;

 

(c)            that the Form of Acceptance has not been mailed or otherwise sent in, into or from Australia, Canada or South Africa (a “Restricted Jurisdiction”) and that such Holder:

 

(i)            has not received or sent copies or originals of the Offer Document, the Form of Acceptance, or any related offering documents in, into or from a Restricted Jurisdiction or any other jurisdiction where such actions may constitute a breach of any legal or regulatory requirement, and has not otherwise utilised in connection with the Offer, directly or indirectly, the mails of or any means or instrumentality (including, without limitation, the post, facsimile transmission, e-mail, telex and telephone) of commerce of, or any facility of a national securities exchange of, a Restricted Jurisdiction;

 

(ii)           was outside a Restricted Jurisdiction when the Form of Acceptance was delivered and at the time of accepting the Offer;

 

(iii)          in respect of the Shares to which the Form of Acceptance relates, is not an agent or a fiduciary acting on a non-discretionary basis for a principal who has given any instructions with respect to the Offer from within a Restricted Jurisdiction; and

 

(iv)          if he is a citizen, resident or national of a jurisdiction outside the United Kingdom, has observed the laws of the relevant jurisdiction, obtained all requisite governmental, exchange control and other required consents, complied with all other necessary formalities and paid any issue, transfer or other taxes or other requisite payments due in any such jurisdiction in connection with such acceptance and that he has not taken or omitted to take any action that will or may result in Ctrip, Skyscanner, the Sellers’ Representatives or any other person acting in breach of the legal or regulatory requirements of any territory in connection with the Offer or his acceptance thereof or his receipt of any consideration;

 

(d)            that the execution of the Form of Acceptance and its electronic submission constitutes the authorities upon the terms set out in paragraph 5 of Part IV of the Offer Document and, subject to the Offer being declared or becoming unconditional in all respects in accordance with its terms, the irrevocable separate appointment of Skyscanner and each of its directors as such Holder’s attorney (the “Attorney”), and an irrevocable instruction to the Attorney to complete and execute all or any form(s) of transfer and/or other document(s) in the Attorney’s discretion in relation to the Shares referred to in paragraph (a) above in favour of Ctrip or such other person nominated by Ctrip and to deliver such form(s) of transfer and/or other document(s) at the attorney’s discretion together with any share certificate(s) and/or other document(s) of title relating to such Shares for registration within 3 months of the Offer being declared or becoming unconditional in all respects and to execute such other documents and to do all such other acts or things and give such assurances as may in the opinion of such Attorney be necessary or desirable for the purpose of, or in connection with, the acceptance of the Offer and the making of any election thereunder and to vest such Shares in Ctrip or its nominee(s);

 



 

(e)            that the execution of the Form of Acceptance and its electronic submission constitutes, subject to the Offer being declared or becoming unconditional in all respects, a separate instruction and authorisation to Skyscanner or its agents to procure the registration of the transfer of such Shares at or following the Closing Date;

 

(f)             that such Holder will deliver, or procure the delivery, to Skyscanner at Quartermile One, 15 Lauriston Place, Edinburgh, EH3 9EN, United Kingdom for the attention of the Company Secretary of Skyscanner, of his share certificate(s) and/or other document(s) of title in respect of such Holder’s Shares as soon as possible;

 

(g)            that to the extent that such Holder does not deliver or procure the delivery in accordance with paragraph (f) above of such share certificate(s) and/or other document(s) of title in respect of such Holder’s Shares on or before the Closing Date, such Holder:

 

(i)            represents and warrants to Skyscanner that such Holder is the registered holder of such Shares, the only person named in the original share certificate(s) and/or other document(s) of title as the holder of such Shares and the only person entitled to be registered in the register of members of Skyscanner as the holder of the Shares;

 

(ii)           represents and warrants to Skyscanner that such share certificate(s) and/or other document(s) of title have been lost or misplaced or cannot be found and that such share certificate(s) and/or other document(s) of title have not been transferred, charged, lent or deposited or dealt with in any manner which may affect such Holder’s title to such Shares;

 

(iii)          represents and warrants to Skyscanner that such Shares and any interest in such Shares and any rights attaching to such Shares have not been sold, transferred, assigned, charged, lent, pledged, encumbered or deposited or dealt with in any manner;

 

(iv)          requests that, subject to the Offer being declared or becoming unconditional in all respects in accordance with its terms, in connection with the proposed transfer of such Shares to Ctrip (the “Transferee”), Skyscanner issue a new certificate(s) to the Transferee (following receipt by Skyscanner of a duly executed stock transfer form in respect of such Shares);

 

(v)           undertakes to indemnify Skyscanner and to keep Skyscanner indemnified from and against all actions, proceedings, claims and demands which may be taken or made against Skyscanner and all losses, costs, charges, damages and expenses which Skyscanner may suffer or incur as a result of complying with the request at sub-paragraph (iv) above and as a result of Skyscanner permitting or effecting at any time hereafter a redemption, cancellation or transfer of the Shares, without production of the original share certificate(s) and/or other document(s) of title; and

 

(vi)          undertakes to deliver to Skyscanner for cancellation the original share certificate(s) and/or other document(s) of title should they be located at any time on or after the date of execution of this Form of Acceptance;

 

(h)            that the terms of Part IV of the Offer Document shall be deemed to be incorporated in and form part of the Form of Acceptance, which shall be read and construed accordingly;

 

(i)             that he will from the Closing Date execute all such documents and do all such acts and things as shall be necessary or expedient to vest in Ctrip or its nominee(s) the Shares and to enable Ctrip and/or to perfect any of the authorities expressed to be given hereunder or otherwise in connection with his acceptance of the Offer;

 

(j)             that he will ratify each and every act or thing which may be done or effected by any of Ctrip and/or Skyscanner or any of their respective directors, partners, employees or agents, as the case may be, in the exercise of any of the powers and/or authorities hereunder;

 



 

(k)            that if any provision of this Form of Acceptance or Part IV of the Offer Document shall be unenforceable or invalid or shall not operate so as to afford Ctrip and/or Skyscanner or any director, partner, employee or agent of any of them the benefit or authority expressed to be given therein, he shall with all practicable speed do all such acts and things and execute all such documents that may reasonably be required (and for any act, thing or execution not already required by Ctrip and/or Skyscanner under this document, at the expense of Ctrip and/or Skyscanner) to enable Ctrip and/or Skyscanner and/or any director, partner, employee or agent of any of them to secure the full benefits of this Form of Acceptance or Part IV of the Offer Document;

 

(l)             that the execution of the Form of Acceptance and its electronic submission, subject to the Offer being declared or becoming unconditional in all respects in accordance with its terms, constitutes:

 

(i)            the irrevocable separate appointment of Skyscanner and each of its directors as such Holder’s attorney for the purposes of approving the Resolutions (if your approval is required); and

 

(ii)           the irrevocable consent of the Holder (for the purposes of any class consent required pursuant to Skyscanner’s articles of association or otherwise) to the re-designation of the entire issued share capital of Skyscanner (including, for the avoidance of doubt, those shares in the issued share capital of Skyscanner held by such Holder) to ordinary shares of 0.01 pence each and Deferred Shares and to the adoption of new articles of association of Skyscanner;

 

(m)           that he appoints Skyscanner as his agent for the purpose of receiving the Cash Consideration from Ctrip and hereby directs Ctrip to transfer the Cash Consideration to Skyscanner in accordance with Part III of the Offer Document;

 

(n)           (in respect of UK Holders only) that he appoints the Company Secretary of Skyscanner as his agent for the purpose of receiving the Loan Note certificate(s) from Ctrip in accordance with Part III of the Offer Document;

 

(o)           (in respect of UK Holders only) that he agrees to enter into (if requested to do so by Skyscanner) a joint tax election with his employer under section 431(1) of Chapter 2 of Part 7, Income Tax (Earnings and Pensions) Act 2003 (or any such similar election or filing as may be necessary or desirable in any other jurisdiction) in respect of the Loan Notes and hereby irrevocably appoints any director of Skyscanner as his attorney with authority in such Holder’s name and on such Holder’s behalf to approve, sign, execute, complete and deliver any and all agreements, instruments, deeds or other papers and documents and to do all things in your name as the attorney shall in its absolute discretion think necessary and/or desirable in connection with such tax election;

 

(p)           that such Holder hereby:

 

(i)            exercises his Option(s) (if any) immediately prior to, but conditional upon, the Offer being declared or becoming wholly unconditional;

 

(ii)           agrees to the Option Cashless Exercise Proposal;

 

(iii)          authorises Skyscanner (or any other member of the Skyscanner Group) to deduct from any consideration payable to him in relation to the sale of his Option Sale Shares (if any): (i) the aggregate Exercise Price (as defined in the EMI Rules); and/or (ii) any Option Tax Liability;

 

(iv)          agrees to indemnify Skyscanner (or any other member of the Skyscanner Group) in respect of any Option Tax Liability and authorises Skyscanner (or any other member of the Skyscanner Group) to arrange for the amount of the Option Tax Liability to be deducted from his salary and/or agrees to pay to Skyscanner (or any other member of the Skyscanner Group) in cleared funds an amount equal to the Option Tax Liability within 10 Business Days of such amount being notified to such Holder in writing; and

 



 

(v)           agrees to enter into (if requested to do so by Skyscanner) a joint tax election with his employer under section 431(1) of Chapter 2 of Part 7, Income Tax (Earnings and Pensions) Act 2003 (or any such similar election or filing as may be necessary or desirable in any other jurisdiction) in respect of (where applicable) (a) the Option Sale Shares and/or (b) the Loan Notes (the “Option Tax Election”); and

 

(vi)          hereby irrevocably appoints any director of Skyscanner as his attorney with authority in such Holder’s name and on such Holder’s behalf to approve, sign, execute, complete and deliver any and all agreements, instruments, deeds or other papers and documents and to do all things in such Holder’s name as the attorney shall in its absolute discretion think necessary and/or desirable in connection with the Option Tax Election.

 

(q)           that such Holder:

 

(i)            exercise his right(s) to subscribe for Conditional Subscription Shares (if any), immediately prior to, but conditional on, the Offer being declared or becoming wholly unconditional;

 

(ii)           agrees to the Cashless Exercise Proposal;

 

(iii)          authorises Skyscanner (or any other member of the Skyscanner Group) to deduct from any consideration payable to him in relation to the sale of the Conditional Subscription Shares (if any): (i) the aggregate Subscription Price (as defined in the relevant Conditional Subscription Agreement(s)); and (ii) any Tax Liability;

 

(iv)          agrees to indemnify Skyscanner (or any other member of the Skyscanner Group) in respect of any Tax Liability and authorises Skyscanner (or any other member of the Skyscanner Group) to arrange for the amount of the Tax Liability to be deducted from his salary and/or agrees to pay to Skyscanner (or any other member of the Skyscanner Group) in cleared funds an amount equal to the Tax Liability within 10 Business Days of such amount being notified to such Holder in writing; and

 

(v)           agrees to enter into (if requested to do so by Skyscanner) a joint tax election with his employer under section 431(1) of Chapter 2 of Part 7, Income Tax (Earnings and Pensions) Act 2003 (or any such similar election or filing as may be necessary or desirable in any other jurisdiction) in respect of (where applicable) (a) the Conditional Subscription Shares and/or (b) the Loan Notes (the “Tax Election”); and

 

(vi)          hereby irrevocably appoints any director of Skyscanner as his attorney with authority in such Holder’s name and on such Holder’s behalf to approve, sign, execute, complete and deliver any and all agreements, instruments, deeds or other papers and documents and to do all things in such Holder’s name as the attorney shall in its absolute discretion think necessary and/or desirable in connection with the Tax Election.

 

(r)             that, subject to paragraph (s) below, all matters arising out of the Offer and execution of this Form of Acceptance shall be governed by and construed in accordance with English law, and that such Holder submits to the exclusive jurisdiction of the English Courts in respect of such matters; and

 

(s)           that:

 

(i)            the attorneys appointed under the powers of attorney granted in paragraphs (d), (l)(i), (o), (p)(vi) and (q)(vi) above and in paragraph 5(c) of Part IV of the Offer Document (the “Powers of Attorney”) shall be entitled to delegate their respective powers and authorities under the Powers of Attorney (and, for the avoidance of doubt, shall be entitled to execute on behalf of such Holder a power of attorney to be granted by such Holder in favour of Ctrip or a nominee at or

 



 

following the Closing Date in respect of or relating to (a) any rights or benefits attaching to or arising out of the Holder’s Shares, and (b) the exercise of any rights and privileges held by or accruing to the Holder as the holder of Shares);

 

(ii)           any dispute, proceedings or claim of whatever nature arising out of or in connection with the Powers of Attorney shall be governed by and construed in accordance with the laws of Scotland; and

 

(iii)          such Holder submits to the exclusive jurisdiction of the Scottish Courts in respect of any dispute or claim that arises in connection with or under the Powers of Attorney or their formation or validity.

 

References in this Form of Acceptance to a “Holder” shall include references to the person or persons executing a Form of Acceptance and, in the event of more than one person executing a Form of Acceptance, the provisions of this paragraph shall apply to them jointly and severally.

 

[electronic signature block]

 


Exhibit 99.3

 

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS DOCUMENT OR THE ACTION YOU SHOULD TAKE, YOU SHOULD CONTACT YOUR STOCKBROKER, SOLICITOR, ACCOUNTANT, BANK MANAGER OR OTHER PROFESSIONAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED) IF YOU ARE RESIDENT IN THE UNITED KINGDOM OR, IF NOT, ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER IN THE RELEVANT JURISDICTION.

 

THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS DOCUMENT IN, INTO OR FROM JURISDICTIONS OTHER THAN THE UNITED KINGDOM AND THE AVAILABILITY OF THE OFFER TO SHAREHOLDERS WHO ARE NOT RESIDENT IN THE UNITED KINGDOM MAY BE RESTRICTED BY THE LAWS OF THOSE JURISDICTIONS. ACCORDINGLY, THOSE PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH THE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE, NOR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR, SHARES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.

 

YOUR ATTENTION IS DRAWN TO THE IMPORTANT INFORMATION SET OUT IN PART IV OF THIS DOCUMENT.

 

 

RECOMMENDED OFFER

 

by

 

CTRIP.COM INTERNATIONAL, LTD.

 

TO ACQUIRE SIP SHARES IN THE CAPITAL OF

 

SKYSCANNER HOLDINGS LIMITED
(incorporated in England and Wales with registered number 07777261)

 

 

This offer by Ctrip is to acquire SIP Shares in Skyscanner Holdings Limited in exchange for cash.

 

THE PROCEDURE FOR ACCEPTANCE OF THE OFFER IS SET OUT ON PAGE 11 AND PART III OF THIS OFFER DOCUMENT.

 

TO ACCEPT THE OFFER/DIRECT THAT THE OFFER IS ACCEPTED ON YOUR BEHALF, THE RELEVANT FORM OF ACCEPTANCE ON PAGES 13 TO 14 OR PAGE 15 OF THIS OFFER DOCUMENT MUST BE COMPLETED, EXECUTED AND SUBMITTED AS SOON AS POSSIBLE IN ACCORDANCE WITH THE INSTRUCTIONS THEREON. YOU ARE URGED TO SUBMIT YOUR COMPLETED AND VALIDLY EXECUTED FORM OF ACCEPTANCE SO AS TO BE RECEIVED BY NO LATER THAN 5 PM ON 4 DECEMBER 2016.

 

The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located.  Recipients of this document who are resident outside the United Kingdom should review the important information set out in Part IV of this document.  This document does not constitute an offer or solicitation to any person in any jurisdiction in which such an offer or solicitation would be unlawful. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

 

1



 

All references to time in this document are to London time (i.e. GMT) unless otherwise stated.

 

Capitalised terms used in this document shall have the meaning given to them in Part VII unless otherwise stated.

 

The statements contained in this document are not to be construed as legal, business, financial or tax advice. If you are in any doubt about the content of this document, you should consult your own professional independent legal, financial or tax adviser for legal, business, financial or tax advice.

 

The statements contained in this document are made as at the date of this document, unless some other time is specified in relation to them, and service of this document shall not give rise to any implication that there has been no change in the facts set out in this document since such date. No dealer, salesperson or other person is authorised to give any information or to make any representations with respect to the Offer other than such information or representations contained in this document and, if given or made, such information or representations must not be relied upon as having been authorised by Ctrip.

 

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PART I

 

 

LETTER FROM THE CHIEF EXECUTIVE OFFICER

OF SKYSCANNER HOLDINGS LIMITED

(Registered in England and Wales with company number 07777261)

 

Directors:
Gareth Williams
Barry Smith
Julian Pancholi
Calum Paterson
Sir Michael Moritz
Mark Logan

 

Registered Office:
Suite 7-001
1 Fore Street
London
EC2Y 5EJ

 

24 November 2016

 

To:

 

·                  Participants of the Skyscanner Holdings Limited Share Incentive Plan (the “UK SIP”) and non-UK share incentive plans (the “Overseas SIPs”) (together the “SIP Participants”); and

·                  (a) Yorkshire Building Society (the “SIP Trustee”) in its capacity as trustee of the UK SIP and (b) Zedra Trust Company (Guernsey) Limited (the “Nominee”) in its capacity as nominee shareholder for certain Overseas SIPs participants, pursuant to SIP share agreement(s) between Skyscanner and those participants in respect of the SIP Shares (the “SIP Share Agreement(s)”), each of the SIP Trustee and the Nominee being the registered holders (each a “SIP Registered Holder”) of SIP Shares for participants in the UK SIP and the Overseas SIPs, respectively.

 

Dear SIP Participant/SIP Registered Holder

 

Proposed Acquisition of Skyscanner Holdings Limited

 

1.                                      Introduction

 

On 23 November 2016, the boards of directors of Skyscanner and of Ctrip announced that they had reached agreement on the terms of the proposed acquisition of Skyscanner by Ctrip (the “Acquisition”).

 

As part of the arrangements relating to the Acquisition, the Offer described in this Offer Document is being made to you in your capacity as a SIP Participant and/or a SIP Registered Holder.

 

This letter, together with the remainder of this Offer Document and the accompanying Form of Acceptance, contains the formal Offer by Ctrip for certain shares in the capital of Skyscanner.

 

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If you are in any doubt as to the action you should take, you should seek your own independent professional financial advice.

 

2.                                      Unanimous Recommendation

 

The terms of the Acquisition value the issued and to be issued share capital of Skyscanner at approximately £1.426 billion. The Skyscanner Board considers that the terms of the Acquisition fairly value Skyscanner. The Skyscanner Board also believes that membership of the Ctrip Group will enhance growth and investment prospects for Skyscanner and will provide new opportunities for its employees.

 

Gareth Williams, Barry Smith, Julian Pancholi and Mark Logan, the members of the Skyscanner Board who hold Shares, are parties to the Share Purchase Agreement and have accordingly agreed to sell all of their Shares to Ctrip at completion of the Share Purchase Agreement (however Gareth Williams will subscribe for new shares in Skyscanner following completion of the Acquisition).

 

The Skyscanner Board considers the Offer to be in the best interests of Skyscanner and its shareholders as a whole. Accordingly, the Skyscanner Board unanimously recommends that all SIP Participants and SIP Registered Holders (on behalf of SIP Participants) accept the Offer.

 

In order to accept the Offer in respect of your SIP Shares or on behalf of the SIP Participant in respect of which you are the SIP Registered Holder, you should complete and electronically sign and submit the appropriate Acceptance on pages 13 to 14 or 15 of this letter as soon as possible. You are urged to submit your completed and validly executed Acceptance so as to be received by no later than 5.00pm on 4 December 2016Your attention is drawn to paragraph 7 of Part III of this Offer Document and to the Acceptance, which set out the procedure for acceptance of the Offer.

 

In approving the Acquisition, the Skyscanner Board has also determined that:

 

·                  any transfer of Shares to Ctrip, including any transfer pursuant to the Offer, will be a “Permitted Transfer” taking place in accordance with Article 16.4 of the Articles; and

 

·                  notwithstanding the variety of Acquisition arrangements, each Skyscanner shareholder is being offered the amount of consideration which they are entitled to receive under the pre-existing arrangements in the Articles.

 

3.                                      Condition to the Offer

 

The Skyscanner Board notes that the Offer is subject to and conditional upon completion under the Share Purchase Agreement occurring on or before the Longstop Date. Completion of the Share Purchase Agreement is itself conditional upon acceptances of the Offer having been received in respect of substantially all of the Shares from recipients of this Offer. Hence, if completion of the Share Purchase Agreement does not occur due to, for example, Ctrip having received insufficient acceptances of the Offer, the Offer will lapse and Holders will not be entitled to receive any consideration in respect thereof.

 

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You are therefore urged to accept the Offer and to sign and submit the Acceptance as soon as possible.

 

Yours faithfully

 

 

 

/s/ Gareth Williams

 

Gareth Williams

 

Chief Executive Officer

 

 

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PART II

 

 

LETTER FROM

THE DIRECTOR AND CHIEF EXECUTIVE OFFICER OF CTRIP.COM INTERNATIONAL, LTD.

(a company incorporated under the laws of the Cayman Islands as an exempted company with limited liability)

 

Directors:
James Jianzhang Liang
Min Fan
Jane Jie Sun
Gabriel Li
JP Gan
Neil Nanpeng Shen
Qi Ji
Robin Yanhong Li
Tony Yip

 

Address of principal executive office:
968 Jin Zhong Road
Shanghai 200335
People’s Republic of China

 

24 November 2016

 

To:

 

·                  Participants of the Skyscanner Holdings Limited Share Incentive Plan (the “UK SIP”) and non-UK share incentive plans (the “Overseas SIPs”) (together the “SIP Participants”); and

·                  (a) Yorkshire Building Society (the “SIP Trustee”) in its capacity as trustee of the UK SIP and (b) Zedra Trust Company (Guernsey) Limited (the “Nominee”) in its capacity as nominee shareholder for certain Overseas SIPs participants, pursuant to SIP share agreement(s) between Skyscanner and those participants in respect of the SIP Shares (the “SIP Share Agreement(s)”), each of the SIP Trustee and the Nominee being the registered holders (each a “SIP Registered Holder”) of SIP Shares for participants in the UK SIP and the Overseas SIP, respectively.

 

Dear SIP Participant/SIP Registered Holder

 

Proposed Acquisition of Skyscanner Holdings Limited (“Skyscanner”) by Ctrip.com International, Ltd. (“Ctrip”)

 

Offer to acquire SIP Shares

 

1.                                      Introduction

 

On 23 November 2016, the boards of directors of Skyscanner and of Ctrip announced that they had reached agreement on the terms of the proposed acquisition of Skyscanner by Ctrip (the “Acquisition”).

 

As part of the arrangements relating to the Acquisition, the Offer described in this Offer Document is being made to SIP Participants and SIP Registered Holders (in relation to the relevant SIP Participants).  This Offer Document also describes at paragraph 6 below how SIP Participants can participate in the Offer to the maximum extent possible, including a top-up contribution proposal for UK SIP Participants.

 

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SIP Participants are invited to accept the Offer in accordance with the instructions set out below.  If any of your SIP Shares are held by a SIP Registered Holder, you are invited to direct your SIP Registered Holder to accept the Offer described in this Offer Document on your behalf.

 

If you are a SIP Registered Holder, this Offer Document has been sent to you in your capacity as the registered holder of SIP Shares which you hold on behalf of SIP Participants pursuant to the Trust Deed and Rules of the UK SIP (the “SIP Rules”) or the SIP Share Agreement(s) (as appropriate).  All SIP Participants who are the beneficial owners of the SIP Shares you hold on their behalf have been invited to direct you, as SIP Registered Holder, to accept the Offer on their behalf.

 

Your attention is drawn to the letter from the Chief Executive Officer of Skyscanner set out in Part I of this Offer Document, which explains why the directors of Skyscanner consider the terms of the Offer to be fair and reasonable and are unanimously recommending that all SIP Participants and SIP Registered Holders accept the Offer.

 

This letter, together with the Acceptance and the remainder of this Offer Document, contains the formal Offer by Ctrip for the SIP Shares.  Words and expressions defined in the SIP Rules or the SIP Share Agreement(s) (as appropriate) will, unless the context otherwise requires, have the same meaning in this Offer Document.

 

The purpose of this letter is to explain the background to the Offer and to describe the terms of the Offer.

 

If you also hold Skyscanner shares which are not SIP Shares or have options or rights to acquire any Skyscanner shares which are not SIP Shares, you will receive a separate communication in relation to those shares/options/rights to acquire shares.

 

2.                                      The Acquisition

 

The terms of the Acquisition value Skyscanner at approximately £1.426 billion (assuming the exercise of all outstanding options and the issue of all Conditional Subscription Shares and taking account of any cash payments to be made by Skyscanner in respect of certain “cash equivalent” arrangements which Skyscanner has in place with certain non-UK based employees).

 

If the Acquisition proposals are accepted and implemented in full, it is anticipated that Ctrip would own the entire issued and to be issued share capital of Skyscanner following completion of the Acquisition (save in respect of certain new shares in Skyscanner which will be subscribed for by Gareth Williams following completion of the Acquisition).

 

Given the complexity of Skyscanner’s share capital structure and the large number of Skyscanner shareholders, the Acquisition is being structured through a variety of arrangements. The Offer made in respect of SIP Shares under this Offer Document is just one of those arrangements. In addition, the Management Shareholders and Institutional and Certain Other Shareholders have entered into the Share Purchase Agreement with Ctrip under which, subject to certain conditions, they will sell all of their shares in the capital of Skyscanner to Ctrip (however Gareth Williams will subscribe for new shares in Skyscanner following completion of the Acquisition). Separately, acquisition arrangements will be entered into in respect of employees who hold shares or rights to subscribe for shares in the capital of Skyscanner, option holders of the Skyscanner Group and certain former employees. Certain other arrangements will be entered into in respect of the sellers of businesses previously acquired by Skyscanner where those sellers, as part of the consideration offered to them by Skyscanner on the acquisition of the relevant businesses, received or are entitled to shares in the capital of Skyscanner and/or rights to subscribe for shares in the capital of Skyscanner.

 

For SIP Participants, the acquisition of the SIP Shares will be effected through the Offer upon the terms and conditions set out in this Offer Document and in the Acceptance.

 

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The Offer is one of the arrangements pursuant to which the Acquisition is to be implemented. The objective of the Acquisition proposals, including the Offer, is for Ctrip to acquire day to day control of Skyscanner’s affairs, pursuant to its anticipated acquisition of substantially all of Skyscanner’s issued share capital and its appointment of the members of the Skyscanner Board with effect from completion of the Share Purchase Agreement.

 

3.                                      Consideration

 

For legal, regulatory and commercial reasons, the form of consideration offered to Skyscanner shareholders by Ctrip varies. For instance:

 

·                  the Management Shareholders will receive consideration in the form of cash, Ctrip Shares and Loan Notes (save for one of the Management Shareholders who is to receive cash in deferred instalments in lieu of Loan Notes as a result of being a non-UK resident);

 

·                  the Institutional and Certain Other Shareholders will receive consideration in the form of cash and Ctrip Shares but will not receive Loan Notes;

 

·                  the shares held by employees and option holders of the Skyscanner Group will receive consideration in the form of cash and Loan Notes (in respect of UK Holders) or in the form of cash only (in respect of Non-UK Holders) but will not receive Ctrip Shares;

 

·                  recipients of this Offer Document will receive consideration in the form of cash in respect of the acquisition of their SIP Shares; and

 

·                  the Shares held by certain former employees will be acquired wholly for cash.

 

The consideration in respect of your SIP Shares is set out in your personalised Acceptance.

 

The Acquisition arrangements value:

 

·            each Ordinary Share at approximately £145.29;

 

·            each C1 Share at approximately £120.83;

 

·            each C2 Share at approximately £81.01;

 

·            each C3 Share at approximately £92.51;

 

·            each C4 Share at approximately £78.79;

 

·            each C6 Share at approximately £75.66;

 

·            each C7 Share at approximately £71.50;

 

·            each C8 Share at approximately £67.88;

 

·            each C9 Share at approximately £62.67;

 

·            each C10 Share at approximately £33.88; and

 

·            each SIP Share at approximately £145.29.

 

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4.                                      Ctrip

 

Ctrip is a leading travel service provider of accommodation reservation, transportation ticketing, packaged tours and corporate travel management in China.

 

Ctrip is incorporated in the Cayman Islands and conducts substantially all of its operations in China. With its operational headquarters in Shanghai, it has branches in 17 other major cities in China, including Hong Kong, Beijing, Chengdu, Guangzhou, Shenzhen, Qingdao, Shenyang, Xiamen, Hangzhou, Wuhan, Nanjing, Nantong Sanya, Chongqing, Lijiang, Xi’an and Tianjin.

 

Ctrip’s American Depositary Shares are listed on the NASDAQ Global Select Market.

 

Further information relating to Ctrip is available at http://ir.ctrip.com/phoenix.zhtml?c=148903&p=irol-homeprofile.

 

Save for its interests under the Share Purchase Agreement and the terms of the other arrangements entered into in respect of the Acquisition, Ctrip has no interest in the issued or to be issued share capital of Skyscanner as at the date of this Offer Document.

 

5.                                      The Offer

 

Ctrip hereby offers to acquire all of the SIP Shares in issue as at the Closing Date, on the terms and subject to the conditions set out or referred to in this Offer Document and in the Acceptance.

 

If the Acquisition becomes effective, under the terms of the Offer the consideration to be paid to each SIP Participants for each SIP Share is £145.29.

 

The Offer is conditional on the Share Purchase Agreement between certain management, institutional and other Skyscanner shareholders and Ctrip which was entered into on or around the date of this Offer Document becoming unconditional in all respects on or before the Longstop Date (or such later date as the parties thereto may agree in writing in accordance with the Share Purchase Agreement).  The Share Purchase Agreement is conditional on the satisfaction or waiver of certain conditions, including conditions relating to, amongst other things, the acquisition of the various classes of Skyscanner shares (including the SIP Shares) pursuant to the various arrangements in connection with the Acquisition.

 

For legal, regulatory and commercial reasons, the form of consideration offered to Skyscanner shareholders by Ctrip under the various Acquisition arrangements varies, but notwithstanding the different forms of consideration the Acquisition arrangement attribute the same notional value to each share in any particular class of Skyscanner shares.  In the case of the SIP Shares, the consideration offered is cash and not any other form of consideration.

 

SIP Shares acquired by Ctrip pursuant to the Offer will be acquired fully paid with Full Title Guarantee, free from all liens, equities, charges and Encumbrances and together with all rights attaching thereto on or after 5 p.m. on the Closing Date including, without limitation, the right to receive and retain all dividends and other distributions, if any, declared, paid or made on or after that date.

 

You can accept the Offer in respect of all, but not part of, the SIP Shares set out in the Form of Acceptance. Should you decide to accept the Offer, any transfer of your Shares to Ctrip or its nominee pursuant to the Offer under this Offer document will be a “Permitted Transfer” for the purposes of the Articles under Article 16.4.

 

Settlement of Consideration

 

Subject to the Offer becoming or being declared wholly unconditional, and provided that the Acceptance, share certificate(s) and/or other document(s) of title relating to the SIP Shares are received in accordance with the terms of the Offer, Ctrip will remit the relevant Consideration to Skyscanner on the Closing Date by way of electronic transfer for same day value and Skyscanner will within fifteen (15) Business Days of receipt of such Consideration

 

9



 

remit such Consideration to SIP Participants, less any income tax, National Insurance contributions, social security contributions or any other tax or charge which is the relevant SIP Participant’s liability but which Skyscanner (or any member of the Skyscanner group) is liable to remit on a SIP Participant’s behalf in relation to the acquisition or sale of the SIP Shares (excluding any amounts which Skyscanner has agreed to indemnify pursuant to the top-up arrangements set out in paragraph 6 below), by way of electronic transfer for same day value to the bank accounts to which the SIP Participants’ salary is usually paid.

 

Your attention is drawn to the procedure for actions to be taken to accept the Offer or to direct the SIP Registered Holder to accept the Offer on your behalf, which is set out in paragraph 7 below and in Part III of this Offer Document.

 

If the Offer does not become or is not declared wholly unconditional and as a result the Acquisition does not occur, your SIP Shares will continue to be held under the relevant existing arrangements, subject to the provisions of the SIP Rules or your SIP Share Agreement(s), as appropriate.

 

6.                                      Your SIP Shares and participating in the Offer to the maximum extent

 

Top-up proposals for participants of the UK SIP

 

The statement given to you by Skyscanner on or around the date of this letter (the “Shares Statement”) sets out your current shareholding under the UK SIP.  As you know, the Accumulation Period (as defined in the SIP Rules) for making Partnership Share contributions usually runs from 1 April to 31 March in each year.  The Shares Statement sets out the maximum contributions you are on track to make for the 2016/2017 Accumulation Period if your current contributions continued until 31 March 2017 (your “Statement Amount”).

 

During an Accumulation Period, you make contributions from your salary either on a monthly or on a lump sum basis and, at the end of the Accumulation Period, your contributions are used to purchase Partnership Shares.  For every Partnership Share purchased at the end of the 2016/2017 Accumulation Period, you would have been entitled to receive two free Matching Shares.  Under the terms of the SIP Rules, the 2016/2017 Accumulation Period will immediately come to an end when the Offer becomes or is declared wholly unconditional.  If you contribute on a monthly basis or if you have not yet paid your lump sum, you will not have made your full 2016/2017 contributions when the Offer becomes unconditional.

 

Therefore, in order to allow you to make your maximum contribution for 2016/2017, Skyscanner will offer you the opportunity to make a top-up your contribution (the “Top-Up Contribution”), up to your Statement Amount (less any contributions you have already made).  If you elect to make the Top-Up Contribution, that Top-Up Contribution will be made from your gross salary.  The Top-Up Contribution will be added to the contributions you have already made and Partnership Shares will be purchased on the basis of your Statement Amount and two Matching Shares will be awarded to the SIP Trustee on your behalf or every Partnership Share that is purchased.

 

It is anticipated that the whole amount of your gross contribution will be able to be used to purchase Partnership Shares and that no income tax or National Insurance contributions will be payable in respect of the amount of the Top-Up Contribution made.  In the event that any income tax or National Insurance contributions are payable in respect of the Top-Up Contribution or the purchase of the additional Partnership Shares or award of corresponding Matching Shares, or the sale of those shares out of the UK SIP in connection with the Acquisition (the “Tax Liability”), Skyscanner will indemnify you in respect of any such Tax Liability.

 

If you wish to make a Top-Up Contribution, you should complete the online survey sent to you by email by Skyscanner on or around the date of this letter by indicating that you wish to make a Top-Up Contribution by no later than 5.00pm on 27 November 2016.  If you do not do so, you will not have made a Top-Up Contribution.

 

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Overseas SIP Participants

 

You have already been issued with your 2016/2017 Partnership Shares.  If you chose to take a loan from Skyscanner to pay the subscription price for those Partnership Shares when you entered into your SIP Share Agreement(s), the balance of the loan amount will be deducted from the cash consideration you receive for the sale of your SIP Shares.

 

Matching Shares

 

If you are resident in Spain, you have already been issued with all of your Matching Shares.  If you are not resident in Spain, in accordance with the terms of your SIP Share Agreement(s) and conditional on the Skyscanner Board making a determination that an “Exit” (which includes a sale of the entire issued share capital of Skyscanner) will (or is likely to) occur, your Matching Shares will be issued to you (if you hold the corresponding Partnership Shares) or will be issued to the Nominee on your behalf (if the Nominee holds the corresponding Partnership Shares on your behalf).  Your Matching Shares will be sold, along with your Partnership Shares, pursuant to the terms of the Offer, if you choose to accept the Offer or (where applicable) direct the Nominee to sell the Matching Shares on your behalf by signing the Acceptance.

 

7.             Actions to be taken to accept the Offer

 

UK SIP Participants

 

Under the terms of the SIP Rules, you are entitled to direct the SIP Trustee to accept the Offer on your behalf.  To give a direction to the SIP Trustee to accept the Offer on your behalf, you should complete, electronically sign and submit Part A of the Acceptance on page 13 of this Offer Document as soon as possible. You are urged to submit your completed and validly executed Acceptance so as to be received by no later than 5.00pm on 4 December 2016.

 

Overseas SIP Participants

 

SIP Shares held by the Nominee on your behalf

 

To direct the Nominee to accept the Offer on your behalf, you should complete, electronically sign and submit Part A of the Acceptance on page 13 of this Offer Document as soon as possible. You are urged to submit your completed and validly executed Acceptance so as to be received by no later than 5.00pm on 4 December 2016.

 

SIP Shares held by you

 

To accept the Offer, you should complete, electronically sign and submit Part B the Acceptance on page 13 of this Offer Document as soon as possible. You are urged to submit your completed and validly executed Acceptance so as to be received by no later than 5.00pm on 4 December 2016.

 

SIP Registered Holders

 

In order to accept the Offer on behalf of the SIP Participants who have directed you to do so by signing and submitting the Acceptance on page 15 of this Offer Document in accordance with the instructions above, you should complete and sign the Acceptance on page 15 of this Offer Document and send it by email to Carolyn.Jameson@skyscanner.net and Graeme.Barron@skyscanner.net as soon as possible. You are urged to submit your completed and validly executed Acceptance so as to be received by no later than 5.00pm on 4 December 2016. One Acceptance can be submitted for all SIP Participants who have directed you to accept the Offer on their behalf.

 

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8.             Validity of acceptances

 

Ctrip reserves the right, subject to the terms of the Offer, to treat as valid in whole or part any acceptance of the Offer which is not entirely in order or which is not accompanied by the relevant share certificate(s) and/or other document(s) of title in respect of SIP Shares. In that event, the Consideration under or in consequence of the Offer will not be paid until after the relevant share certificate(s) and/or other document(s) of title in respect of SIP Shares, or indemnities satisfactory to Ctrip, have been received.

 

Your attention is drawn to the information set out in the rest of this Offer Document and the Acceptance.

 

9.             Overseas shareholders

 

The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of relevant jurisdictions in which they are located. This document does not constitute an offer or solicitation to any person in any jurisdiction in which such an offer or solicitation would be unlawful.  Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

 

The attention of Holders who are citizens or residents of jurisdictions outside the United Kingdom or who are holding Shares for such citizens or residents and any person (including, without limitation, any custodian, nominee or trustee) who may have an obligation to forward any document in connection with the Offer outside the United Kingdom is drawn to Part IV of this Offer Document.

 

Yours faithfully

 

 

 

/s/ Jane Jie Sun

 

Jane Jie Sun

 

Director and Chief Executive Officer of Ctrip

 

 

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ACCEPTANCE OF OFFER — SIP PARTICIPANTS

 

 

 

 

Holder name:

 

 

 

 

 

 

 

Holder address:

 

 

 

 

 

 

You hold/ will hold the SIP Shares set out in your Shares Statement, together with any additional SIP Shares acquired or awarded as a consequence of a Top-Up Contribution.

 

Terms used in this Acceptance of Offer shall have the meaning given in the Offer Document which accompanies this Acceptance.

 

PART A

 

Form of Direction to SIP Registered Holder

 

By signing this Acceptance, you direct your SIP Registered Holder to accept the Offer on your behalf in respect of all of the SIP Shares (including any additional SIP Shares acquired or awarded as a consequence of a Top-Up Contribution) the SIP Registered Holder holds on your behalf

 

 

By signing this Acceptance, I irrevocably instruct the SIP Trustee or the Nominee (as appropriate) to accept the Offer in respect of all of the SIP Shares the SIP Trustee or the Nominee holds on my behalf.  I hereby irrevocably appoint and authorise any director of Skyscanner as my attorney (the “Attorney”) to execute and deliver all such documents on my behalf (including without limitation, any document relating to any variation or abrogation of rights attached to any SIP Shares) and to perform all such acts and do all such things as the Attorney considers, in each case, necessary or desirable in connection with the acceptance of the Offer and implementation thereof.  I understand that my decision is subject to the rules of the UK SIP or the SIP Share Agreement(s) (as appropriate) and the Offer Document.

 

 

 

PART B

 

Form of Acceptance for SIP Shares held by SIP Participants

 

By signing this Acceptance, you accept the Offer in respect of all of the SIP Shares (including any additional SIP Shares acquired or awarded as a consequence of a Top-Up Contribution) which you hold.

 

 

By signing this Acceptance, I irrevocably accept the Offer in respect of all of the SIP Shares I hold as registered and beneficial owner.  I hereby irrevocably appoint and authorise each director of Skyscanner severally as my lawful attorney (the “Attorney”) to execute and deliver all such documents on my behalf (including without limitation, any document relating to any variation or abrogation of rights attached to any SIP Shares) and to perform all such acts and do all such things as the Attorney considers, in each case, necessary or desirable in connection with the acceptance of the Offer and implementation thereof.  I understand that my decision is subject to my SIP Share Agreement(s) and the Offer Document.

 

 

 

13



 

[electronic signature block]

 

14



 

 

 

 

 

ACCEPTANCE OF OFFER — SIP REGISTERED HOLDERS

 

 

 

 

Registered Holder name:

 

 

 

 

 

 

 

Registered Holder address:

 

 

 

 

 

 

Terms used in this Acceptance of Offer shall have the meaning given in the Offer Document to which this Acceptance is enclosed.

 

By signing this Acceptance, you accept the Offer on behalf of the SIP Participants who have directed you to accept the Offer by signing and submitting the SIP Participants’ Acceptance on page 13.

 

 

Pursuant to the direction given by the SIP Participants who have signed and returned an Acceptance, we irrevocably accept the Offer in respect of all of SIP Shares we hold on behalf of the SIP Participants who have signed and returned an Acceptance.  We acknowledge, on behalf of such SIP Participants that the Offer and this Acceptance are governed by the terms of this Offer Document.

 

We hereby irrevocably appoint and authorise each director of Skyscanner severally as our lawful attorney (the “Attorney”) to execute and deliver all such documents on our behalf in our capacity as registered holder of SIP Shares (including without limitation, any document relating to any variation or abrogation of rights attached to any SIP Shares) and to perform all such acts and do all such things as the Attorney considers, in each case, necessary or desirable in connection with the acceptance of the Offer and implementation thereof.

 

 

 

[electronic signature block]

 

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PART III

 

TERMS OF THE OFFER

 

Except where the context requires otherwise, any reference in this Offer Document and in the Acceptance:

 

(a)           to the Offer will include any revision, variation or extension of the Offer;

 

(b)           to the Offer becoming unconditional will include the Offer becoming or being declared unconditional in all respects; and

 

(c)           to acceptances of the Offer includes deemed acceptances of the Offer.

 

Ctrip reserves the right in its sole discretion to amend and vary the timing and the procedure for implementation of the Offer, including the terms and the timing of the Offer as set forth in paragraph 4 below but excluding any reduction in the Consideration. Notwithstanding the foregoing, in the event of a Dividend Payment, Ctrip reserves the right to reduce the Consideration by an amount up to the amount of any Dividend Payment.

 

The following further terms apply, unless the context requires otherwise, to the Offer.

 

1.             Title to the Shares

 

Electronic signature and delivery of the Acceptance will constitute warranties by the accepting Holder in the terms set out in paragraph 5 below in respect of the SIP Shares for which the Offer is accepted and that the accepting Holder has full power to accept the Offer and to enter into and perform the transaction contemplated in accordance with this Offer Document and will constitute a binding obligation in accordance with its terms.

 

2.             Condition

 

The Offer is subject to and conditional upon completion under the Share Purchase Agreement becoming effective on or before the Longstop Date.

 

3.             Lapse of Offer

 

(a)           The Offer will lapse unless the Condition is fulfilled or waived or has been determined by Ctrip in its reasonable opinion to be or to remain satisfied, in each case no later than the Longstop Date; and

 

(b)           If the Offer so lapses, the Offer will cease to be capable of further acceptance and accepting Holders and Ctrip will cease to be bound by any Acceptance submitted before the time the Offer lapses.

 

4.             Acceptance Period

 

The Offer will remain open for acceptance until no later than 5.00pm on 31 December 2016 (or such later time(s) and/or date(s) as Ctrip may decide) following which the Offer will close. For the avoidance of doubt, Ctrip in its absolute discretion shall be entitled to extend the period for acceptances of the Offer in respect of any particular Holder(s). In the event that Ctrip extends the period for acceptances of the Offer in respect of any particular Holder(s) until after the Closing Date, references to the “Closing Date” in paragraph 5(b) below shall in respect of such Holder(s) mean the date of closing of the Offer in respect of such Holder(s).

 

5.             Acceptance

 

Each Holder by whom, or on whose behalf, any Acceptance is executed irrevocably and unconditionally undertakes, represents, warrants to and agrees with Ctrip (so as to bind him and his personal representatives, heirs, successors and assigns) to the following effect:

 

(a)           that the execution of an Acceptance shall constitute an acceptance of the Offer in respect of all SIP Shares beneficially owned by the Holder;

 

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(b)           that the SIP Shares in respect of which the Offer is accepted, or is deemed to be accepted, are transferred fully paid with Full Title Guarantee and free from all Encumbrances and together with all rights attaching thereto on or after 5 p.m. on the Closing Date including, without limitation, the right to receive and retain all dividends and other distributions, if any, declared, paid or made on or after that date;

 

(c)           that the electronic execution of the Acceptance and its submission constitutes, subject to the Offer becoming unconditional in all respects in accordance with its terms, the irrevocable separate appointment of Skyscanner and each of its directors severally as such Holder’s attorney (each, an “Attorney”), and an irrevocable instruction to the Attorney to complete and execute all or any form(s) of transfer and/or other document(s) in the Attorney’s discretion in relation to the SIP Shares referred to in paragraph (a) of this paragraph 5 in favour of Ctrip and to deliver such form(s) of transfer and/or other document(s) at the attorney’s discretion together with any share certificate(s) and/or other document(s) of title relating to such SIP Shares for registration and to execute such other documents and to do all such other acts or things as may in the opinion of such attorney be necessary or expedient for the purpose of, or in connection with, the acceptance of the Offer and the making of any election thereunder and to vest such SIP Shares in Ctrip or its nominee(s);

 

(d)           that, subject to the Offer becoming unconditional in all respects in accordance with its terms, the execution of the Acceptance and its submission constitutes a separate and irrevocable authority and request to Skyscanner or its agents to procure the registration of the transfer of the SIP Shares in certificated form pursuant to the Offer and the delivery of the share certificate(s) and/or other document(s) of title in respect thereof to Ctrip or as it may direct;

 

(e)           that any Acceptance executed and submitted by or on behalf of a Holder shall be irrevocable and cannot be withdrawn;

 

(f)           after the Offer has become unconditional in all respects that:

 

(i)            Ctrip or its agents shall be entitled to exercise or direct the exercise of any votes and any or all other rights and privileges (including the right to requisition the convening of a general meeting of Skyscanner or of any class of its shareholders) attaching to any SIP Shares, in respect of which the Offer has been accepted, or is deemed to have been accepted, such votes where relevant to be cast so far as possible to satisfy any outstanding condition of the Offer;

 

(ii)           the execution of an Acceptance on behalf of a Holder in respect of the SIP Shares:

 

(A)           constitutes an irrevocable authority to Skyscanner from such Holder to send any notice, circular, warrant or other document or communication which may be required to be sent to him as a member of Skyscanner in respect of such SIP Shares to Ctrip at its registered office;

 

(B)           constitutes an irrevocable authority to Ctrip or its agents to sign any document and to do such things as may in the opinion of Ctrip or that agent be deemed necessary or desirable in connection with the exercise of any votes or other rights and privileges attaching to such SIP Shares, (including, but without limitation, signing any consent to short notice of a general meeting or form of proxy on his behalf and/or, where appropriate, nominated by Ctrip to attend general meetings and separate class meetings of Skyscanner or its members or any of them (and any adjournment thereof) and/or attending any such meeting and exercising the votes attaching to such SIP Shares on his behalf, where relevant such votes to be cast so far as possible to satisfy any outstanding condition of the Offer);

 

(C)           will also constitute the agreement of such Holder not to exercise any of such rights attaching to such SIP Shares without the consent of Ctrip and the irrevocable undertaking of such Holder not to appoint a proxy to attend and

 

17



 

not himself to attend any such general meeting or separate class meeting; and

 

(D)           that the Holder:

 

(1)           has not received or sent copies or originals of the Offer Document or any related offering documents, in, into, or from Australia, Canada or South Africa (a “Restricted Jurisdiction”) and has not otherwise utilised in connection with the Offer, directly or indirectly, the mails for, any means or instrumentality of (including, without limitation, facsimile transmission, telephone or e-mail) of commerce of, or any facility of a national securities exchange, of a Restricted Jurisdiction;

 

(2)           was outside a Restricted Jurisdiction when the Acceptance was delivered and at the time of accepting the Offer;

 

(3)           in respect of the SIP Shares to which the Acceptance relates, is not an agent or a fiduciary agent on a non-discretionary basis for a principal who has given any instructions with respect to the Offer from within a Restricted Jurisdiction;

 

(4)           if a citizen, resident or national of a jurisdiction outside the United Kingdom, has observed the laws of the relevant jurisdiction, obtained all requisite governmental, exchange control and other consents, complied with all other necessary formalities and paid any issue, transfer or other taxes or other requisite payments due in any such jurisdiction in connection with such acceptance and has not taken or omitted to take any action that may result in Ctrip, Skyscanner, the Sellers’ Representatives or other person acting in breach of the legal or regulatory requirements of any such jurisdiction in connection with the Offer or the Holder’s acceptance thereof;

 

(g)           that the Holder will deliver to Skyscanner his share certificate(s) or other document(s) of title in respect of all SIP Shares held by the Holder, and in respect of which the Offer has been accepted or is deemed to have been accepted, or an indemnity acceptable to Ctrip in lieu thereof as soon as possible and in any event within 3 months of the Offer becoming unconditional in all respects and will execute any further documents, do such acts and give any further assurances that may be required or desirable in connection with his acceptance of the Offer in respect of such SIP Shares;

 

(h)           that Ctrip or its agents shall be entitled to settle the Consideration in the manner set out in Part II of this Offer Document;

 

(i)            that the Holder is irrevocably and unconditionally entitled to transfer the SIP Shares in respect of which the Acceptance is completed and that the entire beneficial interest in such SIP Shares, in respect of which the Offer is accepted or deemed to be accepted will be acquired by Ctrip or its nominee under the Offer;

 

(j)            that the Holder acknowledges and agrees that any transfer of SIP Shares to Ctrip by any Skyscanner shareholder pursuant to this Offer, the Share Purchase Agreement and any other documents effecting the Acquisition is a transfer made in accordance with Article 16.4 of the Articles;

 

(k)           that the terms and conditions of the Offer contained in this Offer Document will be incorporated and deemed to be incorporated in and form part of the Acceptance, which will be read and construed accordingly;

 

(l)            that the Holder will ratify each and every act or thing which may be done or effected by Ctrip, Skyscanner or any officer or authorised representatives or agents of them, as the case may

 

18



 

be, in the exercise of any of his or its power and/or authorities hereunder;

 

(m)         that, if any provision of this Offer Document or Acceptance is or becomes unenforceable or invalid or does not or becomes unable to operate so as to afford Ctrip and/or Skyscanner or any officer or authorised representative of any of them, or their respective agents the benefit or authority expressed to be given therein, the Holder will, as promptly as practicable, do all such acts and things and execute all such documents that may be required or desirable to enable those persons to secure the full benefit of this Offer Document;

 

(n)           that on execution, the Acceptance on page 13 will take effect and be delivered as a deed;

 

(o)           that the Holder accepts the Offer on the basis of the information set out in this Offer Document only and acknowledges that he/it has not relied upon any other representations, statements, undertakings or warranties made by Ctrip in any context, including in any other document;

 

(p)           that the Holder waives any right of pre-emption over any SIP Shares set out in the Articles or otherwise;

 

(q)           that the Holder appoints Carolyn Jameson and Colin McLellan of c/o Skyscanner Holdings Limited, Quartermile One, 15 Lauriston Place, Edinburgh, EH3 9EN, United Kingdom to be the Sellers’ Representatives for all purposes of this Offer Document;

 

(r)            that the execution of the Acceptance and its submission constitutes, subject to the Offer becoming unconditional in all respects, a separate instruction and authorisation to Skyscanner or its agents to procure the registration of the transfer of such SIP Shares at or following the Closing Date;

 

(s)            that, subject to paragraph (t) below, the Offer, the Offer Document and all matters arising out of the Offer and the execution of the Acceptance shall be governed by and construed in accordance with English law, and that such Holder submits to the exclusive jurisdiction of the English Courts in respect of such matters; and

 

(t)            that the powers of attorney granted in paragraphs (c) and (r) above and in the Acceptance and any dispute, proceedings or claim of whatever nature arising out of or in connection with them shall be governed by and construed in accordance with the laws of Scotland, and such Holder submits to the exclusive jurisdiction of the Scottish Courts in respect of any dispute or claim that arises in connection with those powers of attorney or their formation.

 

6.             Non-UK Applicants

 

No person receiving a copy of this Offer Document or an Acceptance in any territory other than the UK may treat the same as constituting an invitation or offer to him, nor should he in any event use such Acceptance unless, in the relevant territory, such an invitation or offer could lawfully be made to him or such Acceptance could lawfully be used without contravention of any registration or other legal requirements. It is the responsibility of any person outside the UK wishing to make an application hereunder to satisfy himself as to full observance of the laws of any relevant territory in connection therewith, including obtaining any requisite governmental or other consents, observing any other formalities requiring to be observed in such territory and paying any issue, transfer or other taxes required to be paid in such territory.

 

7.             General

 

(a)           References to a Holder include references to the person or persons executing an Acceptance and any person or persons on whose behalf such person or persons executing the Acceptance is/are acting.  In the event of more than one person executing an Acceptance such paragraphs will apply jointly and severally;

 

(b)           Any omission or failure to despatch this Offer Document or any other document relating to the Offer and/or any notice required to be despatched under the terms of the Offer to or any failure to receive the same by any person to whom the Offer is or should be made will not invalidate the Offer in any way or create any implication that the Offer has not been made to

 

19



 

any such person;

 

(c)           Ctrip reserves the right to treat acceptances of the Offer as valid if not entirely in order or not accompanied by the relevant share certificates and/or other relevant documents of title or if received by Ctrip at any place or places determined by them otherwise than as set out in this Offer Document;

 

(d)           The Offer will lapse unless the Condition has been fulfilled or (if capable of being waived) waived or where appropriate has been determined by Ctrip in its reasonable opinion to be or remain satisfied by no later than the Longstop Date. If the Offer lapses for any reason, the Offer will cease to be capable of further acceptance and the Holder and Ctrip will cease to be bound by prior acceptances;

 

(e)           The Holders agree that no press conference, announcement or other communication concerning the transactions referred to in this document or in connection with the Skyscanner Group or Ctrip or otherwise relating to the financial condition or trading or financial prospects of the Skyscanner Group shall be made or despatched by the Holders or any Connected Person without the prior written consent of Ctrip save as may be required by:

 

(i)      law; or

 

(ii)     any applicable regulatory authority to which either party is subject where such requirement has the force of law;

 

(f)            The Holders shall treat as strictly confidential all information received or obtained as a result of entering into or performing any obligations in this document or supplied by on or behalf of Ctrip or the Skyscanner Group in the negotiations leading to this document, which relates to the provisions of this Offer Document, the negotiations relating to this Offer Document or, the subject matter of the document or in any of these cases relating to the Acceptance (the “Information”) and shall not without the prior written consent of Ctrip publish or otherwise disclose to any person any Information except to the extent that:

 

(i)      the Information before it is furnished to the Holder is in the public domain; or

 

(ii)     the Information after it is furnished to the Holder enters the public domain otherwise than as a result of a breach by the Holder of its obligations to treat such information as confidential; or

 

(iii)    the Holder discloses the Information to any person in compliance with any requirement of law; in response to any applicable regulatory authority to which it is subject where such requirement has the force of law; in order to obtain tax or other clearance consents from HM Revenue & Customs or other relevant taxing or regulatory authority;

 

(g)           This Offer Document is being distributed on the basis that the proposed Offer is one falling within Article 62(2) (Sale of a body corporate) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (SI 2005/1529) in that the purpose of the Offer (together with the other transactions pursuant to which the Acquisition is to be implemented) is for Ctrip to acquire the day-to-day control of the affairs of Skyscanner.

 

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PART IV

 

IMPORTANT INFORMATION

 

The statements contained in this document are not to be construed as legal, business, financial or tax advice. If you are in any doubt about the content of this document, you should consult your own legal, financial or tax adviser for legal, business, financial or tax advice. The statements contained in this document are made as at the date of this document, unless some other time is specified in relation to them, and service of this document shall not give rise to any implication that there has been no change in the facts set out in this document since such date. No dealer, salesperson or other person is authorised to give any information or to make any representations with respect to the Offer other than such information or representations as are contained in this document and, if given or made, such information or representations must not be relied upon as having been authorised by Ctrip or Skyscanner.

 

General

 

This Offer Document should not be distributed, forwarded or transmitted in or into Australia, Canada, the People’s Republic of China (which for this purpose only should exclude the Hong Kong and Macau Special Administrative Regions and Taiwan) or South Africa. To the best of the knowledge and belief of the directors of Ctrip.com International, Ltd., who have taken all reasonable care to ensure that such is the case, the information contained in this Offer Document is in accordance with the facts and does not omit anything likely to affect the import of such information. This document should be read in connection with the accompanying Form of Acceptance. The terms of this Offer are recommended by all the directors of Skyscanner Holdings Limited.

 

The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of relevant jurisdictions in which they are located. This document does not constitute an offer or solicitation to any person in any jurisdiction in which such an offer or solicitation would be unlawful.  Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

 

Notice to U.S. Holders

 

The Offer is made for the securities of a UK company. The Offer is subject to disclosure requirements of the United Kingdom that are different from those in the United States. Financial statements included in, or incorporated by reference in, the document, if any, have been prepared in accordance with non-U.S. accounting standards that may not be comparable to the financial statements of U.S. companies.

 

The Offer is being made in the United States in reliance on and in compliance with Rule 14d-1(c) under the U.S. Securities Exchange Act of 1934, as amended. Ctrip will furnish to the SEC a Form CB with respect to the Offer.

 

It may be difficult for Holders to enforce their rights and any claim they may have arising under the federal securities laws since Ctrip and Skyscanner are located outside the United States, and some or all of their officers and directors are resident outside the United States. As a result, it may be difficult to compel Ctrip and Skyscanner and their affiliates to subject themselves to a U.S. court’s judgment, or to enforce, in courts outside the United States, judgments obtained in U.S. courts against any such person, including judgments based on the civil liability provisions of the U.S. securities laws. Additionally, Holders may not be able to sue Ctrip or Skyscanner or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws.

 

As further described herein, Holders should be aware that Ctrip may purchase Skyscanner’s securities other than under this Offer, such as in privately negotiated purchases.

 

In making the decision whether or not to accept the Offer, Holders must rely upon their own examination of the Offer, including the merits and risks involved.

 

THE OFFER HAS NOT BEEN APPROVED OR RECOMMENDED BY ANY U.S. FEDERAL OR STATE SECURITIES AUTHORITY NOR HAS ANY SUCH AUTHORITY PASSED UPON THE

 

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ACCURACY OR ADEQUACY OF THIS DOCUMENT. THE MAKING OF ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

 

Other Restricted Jurisdictions

 

Unless otherwise determined by Ctrip, the Offer is not being made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone or e-mail) of commerce of, or any facilities of, a national securities exchange of, Australia, Canada or South Africa, and cannot be accepted by any such use, means, instrumentality or facility from or within Australia, Canada or South Africa, nor is it being made in or into any jurisdiction where they such delivery or receipt of the Offer would be contrary to applicable law in that jurisdiction, and the Offer is not capable of acceptance from any such jurisdiction by any such use, means, instrumentality or facilities.

 

Forward-looking statements

 

This Offer Document, oral statements made regarding the Offer, and other information published by Ctrip and Skyscanner contain statements which are, or may be deemed to be, “forward-looking statements”. All statements, other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Ctrip and Skyscanner about future events, and are therefore subject to risks and uncertainties which could cause actual results, performance or events to differ materially from those expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as “plan”, “expect”, “budget”, “target”, “aim”, “scheduled”, “estimate”, “forecast”, “intend”, “anticipate”, “assume” or “believe”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Although Ctrip and Skyscanner believe that the expectations reflected in such forward-looking statements are reasonable, Ctrip and Skyscanner can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risks (known and unknown) and uncertainties (and other factors that are in many cases beyond the control of Ctrip and/or Skyscanner) because they relate to events and depend on circumstances that may or may not occur in the future.

 

There are a number of factors that could affect the future operations of Ctrip and/or the Skyscanner Group and that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements, such as: domestic and global business and economic conditions; asset prices; market related risks such as fluctuations in interest rates and exchange rates, industry trends, competition, changes in government and regulation, changes in the policies and actions of governments and/or regulatory authorities (including changes related to capital and tax), changes in political and economic stability, disruption in business operations due to re-organisation activities, interest rate, inflation and currency fluctuations, the timing impact and other uncertainties of future or planned acquisitions or disposals or combinations. Other unknown or unpredictable factors could affect future operations and/or cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors.

 

Each forward-looking statement speaks only as of the date of this Offer Document. Neither Ctrip nor Skyscanner, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Offer Document will actually occur. All forward-looking statements contained in this Offer Document are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations, neither Ctrip nor Skyscanner is under or undertakes any obligation, and each of the foregoing expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

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PART V

 

FINANCIAL INFORMATION RELATING TO SKYSCANNER

 

The documents referred to below (which contain financial information in respect of the Skyscanner Group) have been filed at Companies House in the UK and are incorporated into the Offer by reference.

 

Document

 

Companies House reference

Skyscanner Holdings Limited annual report and consolidated financial statements for the year ended 31 December 2015

 

S56BLH5K

 

 

 

Skyscanner Holdings Limited annual report and consolidated financial statements for the year ended 31 December 2014

 

S46WEEGB

 

 

 

Skyscanner Holdings Limited annual report and consolidated financial statements for the year ended 31 December 2013

 

S39HTOA2

 

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PART VI

 

ADDITIONAL INFORMATION

 

1.                   Directors

 

1.1.        The Ctrip Directors and their respective positions are set out below:

 

Name

 

Position

 

 

 

James Jianzhang Liang

 

Executive Chairman of the Board

 

 

 

Min Fan

 

Vice Chairman of the Board and President

 

 

 

Jane Jie Sun

 

Director and Chief Executive Officer

 

 

 

Gabriel Li

 

Vice Chairman of the Board, Independent Director

 

 

 

JP Gan

 

Independent Director

 

 

 

Neil Nanpeng Shen

 

Independent Director

 

 

 

Qi Ji

 

Independent Director

 

 

 

Robin Yanhong Li

 

Director

 

 

 

Tony Yip

 

Director

 

The registered office of Ctrip is the offices of Maples Corporate Services Limited, P.O Box 309, Ugland House, Grand Cayman, KY1-1104 and the principal executive office address of Ctrip is 968 Jin Zhong Road, Shanghai 200335, People’s Republic of China.

 

1.2.        The Skyscanner Directors and their respective positions are as follows:

 

Name

 

Position

 

 

 

Gareth Williams

 

Director

 

 

 

Barry Smith

 

Director

 

 

 

Julian Pancholi

 

Director

 

 

 

Calum Paterson

 

Director

 

 

 

Sir Michael Moritz

 

Director

 

 

 

Mark Logan

 

Director

 

The registered office of Skyscanner is the offices Suite 7-001, 1 Fore Street, London, EC2Y 5EJ.

 

2.                   Other Information

 

Save as disclosed in this document:

 

(a)                                          there is no agreement, arrangement or understanding by which any SIP Shares to be acquired by Ctrip in pursuance of the Offer will be transferred to any other person; and

 

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(b)                                        the Skyscanner Board is not aware of any significant adverse change in the financial or trading position of Skyscanner since 31 December 2015 (the date to which the most recent annual results of Skyscanner were made up).

 

3.                   Documents on display

 

Copies of the following documents will be available free of charge, for inspection at the head office of Skyscanner until the Closing Date:

 

(a)                                 this document;

 

(b)                                 the memorandum and articles of association of Skyscanner; and

 

(c)                                  Skyscanner Holdings Limited annual reports and consolidated financial statements for the years ended 31 December 2013, 31 December 2014 and 31 December 2015.

 

25



 

PART VII

 

DEFINITIONS

 

The following definitions apply throughout this Offer Document unless the context requires otherwise:

 

2006 Act

 

means the Companies Act 2006;

 

 

 

Acceptance” or “Form of Acceptance

 

means the relevant acceptance set out on pages 13 to 14 or 15 of Part II of this Offer Document in respect of which the SIP Participants and SIP Registered Holders may accept the Offer (in respect of SIP Shares);

 

 

 

Accumulation Period

 

has the meaning given to such term in the SIP Rules;

 

 

 

Acquisition

 

means the proposed acquisition of substantially all of the issued share capital in Skyscanner by Ctrip;

 

 

 

Articles

 

means the articles of association of Skyscanner in force as at the date of this Offer Document;

 

 

 

Business Day

 

means any day (other than a Saturday, Sunday or public holiday in England, Scotland or the PRC) on which clearing banks in the City of London, Edinburgh and Shanghai are open for the transaction of normal sterling banking business;

 

 

 

C1 Shares

 

has the meaning given in the Articles;

 

 

 

C2 Shares

 

has the meaning given in the Articles;

 

 

 

C3 Shares

 

has the meaning given in the Articles;

 

 

 

C4 Shares

 

has the meaning given in the Articles;

 

 

 

C6 Shares

 

has the meaning given in the Articles;

 

 

 

C7 Shares

 

has the meaning given in the Articles;

 

 

 

C8 Shares

 

has the meaning given in the Articles;

 

 

 

C9 Shares

 

has the meaning given in the Articles;

 

 

 

C10 Shares

 

has the meaning given in the Articles;

 

 

 

Closing Date

 

means:

 

(a)                                 the date which is the fifth Business Day after the date on which the Condition is satisfied (or waived); or

 

(b)                                 such later date as the Sellers’ Representatives and Ctrip may agree in writing (each acting reasonably);

 

 

 

Condition

 

means the condition set out in paragraph 2 of Part III of this Offer Document;

 

 

 

Conditional Subscription Shares

 

means shares in the capital of Skyscanner in respect of which Skyscanner has previously granted to a person a conditional right to subscribe for those shares;

 

26



 

Consideration

 

means the cash sum payable by Ctrip to Holders in respect of the Offer as specified in paragraph 3 of Part II of the Offer Document;

 

 

 

Connected Person” and “Connected

 

has the meaning attributed to it in section 1122 of the Corporation Tax Act 2010;

 

 

 

Ctrip

 

means Ctrip.com International, Ltd., a company incorporated in the Cayman Islands as an exempted company with limited liability under the Companies Law of the Cayman Islands and having its principal executive office address at 968 Jin Zhong Road, Shanghai 200335, People’s Republic of China and “Ctrip Group” shall be construed as Ctrip and its subsidiary undertakings immediately prior to the Offer being made;

 

 

 

Dividend Payment

 

means any dividend, return of capital (whether by way of reduction of share capital, repurchase or redemption (or otherwise) or any other distribution in respect of any Share which has been declared, made or paid by Skyscanner or which has a record date, in each case, on or after the date of this Offer Document;

 

 

 

Employee Offer Document

 

Means the offer document setting out Ctrip’s offer to purchase shares held and to be held (upon exercise of all options or other rights to acquire shares) by certain employees and option holders in Skyscanner;

 

 

 

Encumbrance

 

means any encumbrance, lien, pledge, charge (fixed or floating), mortgage, third party claim, debenture, option, right of pre-emption, right to acquire, assignment by way of security, trust arrangement for the purpose of providing security or other security interests of any kind, including retention arrangements or other encumbrances of any nature whatsoever and any agreement to create any of the foregoing;

 

 

 

Full Title Guarantee

 

means the benefit of the implied covenants set out in Part 1 of the Law of Property (Miscellaneous Provisions) Act 1994 when a disposition is expressed to be made with full title guarantee;

 

 

 

Holder

 

means a registered holder of SIP Shares;

 

 

 

Institutional and Certain Other Shareholders

 

means SEP III and certain other shareholders in Skyscanner, defined as “Institutional and Other Non Management Sellers” in the Share Purchase Agreement;

 

 

 

Loan Note Instrument

 

means the loan note instrument pursuant to which Ctrip will create the Loan Notes;

 

 

 

Loan Notes

 

means unsecured zero coupon redeemable loan notes to be issued by Ctrip;

 

 

 

Longstop Date

 

means 23 February 2017, or such later date as the Sellers’ Representatives and Ctrip may agree in writing;

 

 

 

Management Shareholders

 

means Gareth Williams and certain other members of the management team of Skyscanner defined as “Management Sellers” in the Share Purchase Agreement;

 

27



 

Matching Shares

 

means shares awarded under part C of the Skyscanner Holdings Limited share incentive plan;

 

 

 

NASDAQ

 

means the NASDAQ Stock Exchange;

 

 

 

Non-UK Holder

 

means a Holder who is not a UK Holder;

 

 

 

Offer

 

means the recommended offer made by Ctrip in paragraph 5 of Part II of the Offer Document to relevant recipients of this Offer Document to acquire the issued (and to be issued) SIP Shares to which this Offer Document relates, subject to the terms and conditions set out in this Offer Document and in the Acceptance;

 

 

 

Offer Document

 

means this document;

 

 

 

Partnership Shares

 

means shares acquired under part B of the Skyscanner Holdings Limited share incentive plan;

 

 

 

PRC

 

means the People’s Republic of China (excluding, for the purposes of this Offer Document, the Hong Kong and Macau Special Administrative Regions and Taiwan);

 

 

 

SEC

 

means the United States Securities and Exchange Commission;

 

 

 

Sellers’ Representatives

 

means the persons nominated from time to time as the representatives of the Holders as a whole, at the date of this Offer Document being Carolyn Jameson and Colin McLellan of c/o Skyscanner Holdings Limited, Quartermile One, 15 Lauriston Place, Edinburgh, EH3 9EN, United Kingdom;

 

 

 

Share Purchase Agreement

 

means the share purchase agreement relating to shares in the capital of Skyscanner on or about the date hereof between, amongst others, Ctrip and Gareth Williams

 

 

 

SIP Share

 

means a SIP share of £0.01 each in the capital of Skyscanner and being fully paid up and non-redeemable and having the rights, and being subject to the restrictions, set out in the Articles;

 

 

 

SIP Trustee

 

means the Yorkshire Building Society in its capacity as trustee of the SIP;

 

 

 

Skyscanner

 

means Skyscanner Holdings Limited whose registered office is at Suite 7-001, 1 Fore Street, London, EC2Y 5EJ, United Kingdom;

 

 

 

Skyscanner Board

 

means the board of directors of Skyscanner whose names are set out in Part I of this Offer Document;

 

 

 

Skyscanner Group

 

means Skyscanner and its subsidiary undertakings;

 

 

 

subsidiary undertakings

 

means a subsidiary undertaking within the meaning ascribed to such expression by section 1161 of the 2006 Act (as the context shall admit or require);

 

 

 

Trust Deed and Rules” or “SIP Rules

 

means the trust deed and rules of the Skyscanner Holdings Limited share incentive plan dated 31 July 2013;

 

28



 

Top-Up Contribution

 

has the meaning given to it in paragraph 6 of Part II of this Offer Document

 

 

 

UK or United Kingdom

 

means the United Kingdom of Great Britain and Northern Ireland;

 

 

 

UK Holder

 

means a Holder who is a resident in the UK;

 

 

 

United States” or “U.S.

 

means the United States of America.

 

29


Exhibit 99.4

 

 

Company Registration No. 07777261

 

 

 

Skyscanner Holdings Limited

 

 

 

Annual report and consolidated financial statements

 

 

 

For the year ended 31 December 2015

 

 



 

Skyscanner Holdings Limited

 

Annual report and consolidated financial statements 2015

 

Contents

 

Page

 

 

 

Officers and professional advisers

 

1

 

 

 

Strategic report

 

2

 

 

 

Directors’ report

 

7

 

 

 

Directors’ responsibilities statement

 

10

 

 

 

Independent auditor’s report

 

11

 

 

 

Consolidated statement of comprehensive income

 

13

 

 

 

Consolidated statement of financial position

 

14

 

 

 

Consolidated statement of changes in equity

 

15

 

 

 

Consolidated statement of cash flows

 

17

 

 

 

Notes to the financial statements

 

18

 



 

Skyscanner Holdings Limited

 

Annual report and consolidated financial statements 2015

 

Officers and professional advisers

 

Directors

 

 

 

 

 

Gareth Williams

 

 

Barry Smith

 

 

Julian Pancholi

 

 

Calum Paterson

 

 

Sir Michael Moritz

 

 

Mark Logan

 

 

Margaret Rice-Jones

 

 

 

 

 

Secretary

 

 

 

 

 

Shane Corstorphine

 

 

 

 

 

Registered Number

 

 

 

 

 

07777261

 

 

 

 

 

Registered Office

 

 

 

 

 

Suite 7-001

 

 

1 Fore Street

 

 

London

 

 

EC2Y 5EJ

 

 

 

 

 

Bankers

 

 

 

 

 

Barclays

 

HSBC

2nd Floor, Quay

 

1 Collyer Quay

139 Fountainbridge

 

07-01 HSBC Building

Edinburgh

 

Singapore 049320

EH3 9QG

 

 

 

 

 

Clydesdale Bank

 

Royal Bank of Scotland

7th Floor

 

The Gemini Building

Clydesdale Bank Exchange

 

2nd Floor

20 Waterloo Street

 

24 St Andrew Square

Glasgow

 

Edinburgh

G2 6DB

 

EH2 1AF

 

 

 

Solicitors

 

 

 

 

 

Pinsent Masons LLP

 

 

139 Fountainbridge

 

 

Edinburgh

 

 

EH3 9QG

 

 

 

 

 

Auditor

 

 

 

 

 

Deloitte LLP

 

 

Chartered Accountants and Statutory Auditor

 

 

Edinburgh

 

 

United Kingdom

 

 

 

1



 

Skyscanner Holdings Limited

 

Strategic report

 

The Directors present their Strategic Report for the Company and Group for the financial year ended 31 December 2015. The Strategic Report has been prepared for the Group as a whole and therefore gives greater emphasis to those matters which are significant to Skyscanner Holdings Limited and its subsidiary undertakings (together “the Group”) when viewed as a whole.

 

Business model

 

The Group owns and operates an integrated online travel metasearch service connecting users wishing to book travel with travel service providers around the world. The Group derives substantially all of its revenue and gross profit from:

 

·                  Commissions earned from facilitating the booking of Flight, Hotel and Car Hire services;

 

·                  Commissions earned from facilitating click through of visitors to our Flight, Hotel and Car Hire partner websites;

 

·                  Display advertising based on number of impressions; and

 

·                  Subscription agreements for Analytics products.

 

Business review

 

The Group reported revenue in 2015 of £119,715k (2014: £92,897k) up 29% year on year. Profit after tax for the year was £13,272 (2014: £10,386k).

 

The result was achieved despite some significant headwinds:

 

·                  An increasing proportion of total unique monthly visitors (‘UMVs’)1 access Skyscanner via a mobile device. The Group earns lower commission, on average, from visitors on mobile devices as users are less likely to exit2 and book. A number of performance improvements were tested and released across our products during 2015 to address this. Being highly product and engineering focussed gives the Group the ability to respond quickly to required product changes and also to continually innovate to meet consumers’ evolving needs and expectations.

 

·                  Approximately 50% of the Group’s revenue is denominated in Euros. While the net exposure to foreign exchange risk is managed through the Group hedging policy (in the Financial risk management section on page 7), the depreciation of the Euro during 2015 had a negative impact on Group reported revenue.

 

Flight metasearch continues to be the Group’s largest revenue channel. However, in 2015, revenue from the Group’s Hotel and Car Hire products has grown to contribute more than 7% (2014 – 6%) of overall revenue in the financial year. The Group’s Business to Business (‘B2B’) partnerships have also attracted additional UMVs to the website which has had a positive impact on revenue.

 

The Group’s long term strategy is centred on owning a greater part of the travel journey from destination selection through to post travel engagement. We have made significant strides toward this objective and collectively have reached some extremely exciting milestones in 2015:

 

·                  Total Ticket Value (‘TTV’) in relation to flights3 reached an estimated $11.3bn, representing 49% year on year growth

 

·                  Total App downloads exceeded 40m (2014:30m)

 

·                  UMVs exceeded 50m for the first time (2014: 30m)

 

·                  The new Skyscanner Flights App was launched

 

·                  We expanded our global reach with Skyscanner now localised in 31 different languages

 


1

UMVs represent the number of unique individual users visiting Skyscanner each month irrespective of device used.

 

 

2

Where a user on the Skyscanner site clicks out from Skyscanner to the website of a travel service provider.

 

 

3

The gross value of flight related bookings made via the Skyscanner website and app

 

2



 

Skyscanner Holdings Limited

 

Strategic report (continued)

 

Business review (continued)

 

·                  We launched our facilitated booking product with AirCanada and the first New Distribution Capability (‘NDC’) facilitated booking solution with British Airways

 

·                  We powered flight search for over 500 (2014: over 200) partners through API and White Label products

 

·                  We concluded the largest ever UK tech private fund raise (further details included Sources of funding on page 6).

 

The Group also entered into a joint venture (‘JV’) with Yahoo! Japan on 6 July 2015. The objective of the venture is to accelerate growth in Japan by better serving the needs of the Japanese traveller both domestically and abroad. The JV is operating profitably and has generated revenue of £ 1,846k in the year to 31 December 2015. The JV is based in Tokyo adding to the Group’s existing operations in Barcelona, Beijing, Budapest, Edinburgh, Glasgow, Miami, Shenzhen, Singapore and Sofia.

 

In executing our strategy, the Group has continued to invest in headcount, particularly product and engineering talent, and the development of its core travel products. While this investment has supported another year of growth in the volume of UMVs to the website and mobile applications, the real benefits will be seen over the longer term. Therefore, within 2015 the additional cost of this headcount has, as management fully expected, had a subduing effect on Earnings Before Interest, Tax, Depreciation and Amortisation (‘EBITDA’). The Directors remain confident that a strategy of continued investment in product and technology will lead to continued future success and growth.

 

On the 23rd of December 2015 the Group issued 293,916 ordinary shares in return for consideration of £30m to a group of new global investors. The primary issuance was part of a wider transaction in which existing investors also sold a portion of their holdings. As a result, Artemis, Baillie Gifford, Khazanah Nasional Berhad, Vitruvian Partners and Yahoo! Japan have joined Scottish Equity Partners (‘SEP’) and Sequoia Capital as investors in our journey.

 

Key performance indicators

 

The Directors use Key Performance Indictors (‘KPIs’) to monitor and assess company performance. The principal KPIs used during the year ended 31 December 2015 were as follows:

 

 

 

2015

 

2014

 

Revenue (£’000)

 

119,715

 

92,897

 

Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA) (£’000)

 

17,552

 

17,046

 

Average UMVs (‘000)

 

44,861

 

30,386

 

 

Taxation

 

The Group is reporting a tax credit £372k (2014: charge of £2,799k) during the financial year. Note 11 to these financial statements provides further detail on the composition of the tax position. We hold ourselves to a high standard in relation to paying a fair rate of tax in all of the jurisdictions in which we operate. We believe the Company and its employees should be contributors to the funding of public services and infrastructure of the country in which they are located and that this is integral to us operating sustainably and building a core value of trust with our users. The tax on ordinary activities charge has reduced since 2014 as a direct result of an increase in the accounting deferred tax asset as well as certain prior year adjustments relating primarily to tax credits associated with research and development. Removing the impact of prior year adjustments and deferred tax, our normalised current year effective tax rate is 17%. This is lower than the standard rate of corporation tax in the UK of 20.25% as a result of the Company’s participation in HM Revenue and Customs supported initiatives allowing enhanced deductions for our research and development activities and related capital expenditure.

 

3



 

Skyscanner Holdings Limited

 

Strategic report (continued)

 

Principal risks and uncertainties

 

The Group actively manages the business risks it is exposed to as part of its internal risk management and control framework. The key business risks relevant to the Group and Company are set out below:

 

The Group’s performance is linked to the health of the worldwide travel industry

 

The Group’s business and financial performance is linked to the health of the worldwide travel industry. Travel expenditure is sensitive to personal and business discretionary spending levels and tends to decline or grow more slowly during economic downturns. The general economic climate and/or unforeseen events, such as political instability, terrorist events, regional hostilities, increases in fuel prices, travel-related accidents and unusual weather patterns also may adversely affect the travel industry. Any future downturn in the industry could have a material adverse effect on the Group’s business, prospects, results of operations and financial position.

 

In particular, the Group’s revenue is highly dependent on transaction volumes in the global travel industry, particularly air travel transaction volumes. Changes to the air travel industry in general, and the airline industry in particular, could materially adversely impact the business, prospects, results of operations and financial position of the Group.

 

Our primary strategy for mitigation of this risk is the expansion of our global operations and product base, reducing our reliance on any one market or product and increasing our ability to withstand macroeconomic volatility.

 

Competition

 

The global travel & tourism industry is forecast to grow by 4.6% per annum through to 2025 when it is expected to reach c.US$1.3tn representing c.4.9% of global GDP4. Within that, the online travel market (the relevant market for Skyscanner) is estimated to be worth $500bn in TTV. Inevitably the market is extremely competitive. The travel metasearch industry specifically has a number of large global businesses competing for market share, with no one company currently dominating the space globally. If new entrants continue to enter the market with services which directly compete with those provided by Skyscanner this may have an adverse effect on our financial results. However, one of Skyscanner’s differentiators is that it has over 1,200 direct connections with online travel partners. This has taken over 10 years to establish and means Skyscanner is not as reliant on Global Distribution System (GDS) data in the same way as most of our competitors are and represents a significant barrier to new entrants.

 

In addition, we believe we offer a quality product, focused on the user, which sets us apart from the competition. We aim to hire the best people and strive to remain ahead of the marketplace in terms of innovation in order to ensure that we remain competitive and continue to grow.

 

Website disruption

 

If the Group’s systems are not expanded to handle increased demand from users of its websites, or should such systems fail to perform, the Group’s websites may experience unanticipated disruptions in service, slower response times or decreased customer service. Any of these issues could impair the Group’s reputation, damage the Group’s brand and have a material adverse effect on the Group’s business, prospects, results of operations and financial condition.

 

Our dedicated Service Management team ensure our systems are secure, efficient and robust. We have invested in new data centres at different sites in the last two years to minimise the impact that the loss of any one site would have on the operations of the Skyscanner website. We are increasingly looking at cloud based hosting products as an alternative way to manage our system infrastructure and further reduce this risk. We take this risk very seriously and set stringent KPIs relating to availability of Skyscanner’s services which are continually monitored.

 


4

http://www.wttc.org/research/economic-impact-research/2015

 

4



 

Skyscanner Holdings Limited

 

Strategic report (continued)

 

Principal risks and uncertainties (continued)

 

Global expansion

 

The Group continues to experience growth in headcount and operations globally. Rapid international growth can place extreme demands on the management and operational infrastructure of a business. If our growth is not appropriately managed to mitigate this risk, the quality of our product and efficiency of our operations could be negatively impacted.

 

Our Finance and Legal teams are central to managing the primary risks associated with global expansion. We actively monitor cash flow and review the internal control structures of our subsidiary companies in order to ensure the probability of this risk having an impact on our business is mitigated.

 

Changing user habits

 

Users are changing the way in which they use technology products at an increasingly fast rate. Staying ahead of user trends and avoiding the risk of the Group’s product offerings becoming obsolete is critical to the future success of the Group. For example, users are moving away from desktop computers and laptops and increasingly use their mobile devices so it is important that the Group ensures that its websites, applications and other platforms are accessible and easy to use on such devices. Furthermore, with the shift to mobile, users may use the Group’s platforms on mobile devices to access travel information but may be reluctant to click through to the websites of travel providers to make a booking due to the increased difficulty of inputting information on smaller screen sizes or because of security concerns. There is also an added risk that the mobile platforms of the Group’s partners may have low functionality or are difficult to use, causing the number of bookings made with such partners following a referral from the Group to decrease, resulting in a consequential decrease in the referral fees the Group might have otherwise received from its partners had such bookings been made. This is an industry wide challenge and one which Skyscanner is making significant progress to resolve for our users.

 

Any failure of the Group to evolve to meet the needs, expectations and likes of users or any failure to do so in a cost-effective way could have a material adverse effect on the Group’s business, prospects, results of operations’ and financial condition.

 

We are not complacent to these challenges: we know the future of our businesses rests on our ability to be ever more useful to travellers. We aim to mitigate this risk through continual analysis of user data with a focus on lead indicators. We invest in the recruitment of high quality talent who are responsive to the needs of our users and we devolve product responsibility through our organisational squad model which allows for rapid testing and release.

 

The Group may suffer losses if its reputation and brand are damaged

 

The Group’s success and results are dependent in part on the strength and reputation of the Group and its brand. The Group and its brand are exposed to the risks of litigation, misconduct by employees and others, significant adverse publicity attaching to the Group’s business, operational failures, allegations or determinations that the Group has failed to comply with regulatory or legislative requirements, the outcome of regulatory or other investigations or actions, market forces, and negative press speculation or social media comment, whether or not founded, that could damage its brand and reputation. Any damage to the Group’s brand and reputation could cause existing customers, users, partners or intermediaries to withdraw their business from, or restrict their business with, the Group. Such damage to the Group’s brand or reputation could cause disproportionate damage to the Group’s business, even if the negative publicity is factually inaccurate or unfounded. Furthermore, negative publicity could result in greater regulatory scrutiny and could influence market perception of the Group. The occurrence of any of these events could have a material adverse effect on the Group’s business, prospects, results of operations and financial position.

 

5



 

Skyscanner Holdings Limited

 

Strategic report (continued)

 

Principal risks and uncertainties (continued)

 

Regulatory environment

 

Our metasearch services are subject to various laws and regulations in the jurisdictions in which we operate. The competition authorities in some of our operating regions have begun investigations into competitive practices within the online travel industry and we may be involved in or affected by such investigations and their results.

 

In addition, our strategy involves geographic expansion which will increasingly expose the Group to vastly different regulatory environments and tax laws: In this context we may experience unforeseen legal, regulatory or tax consequences which may have both favourable and adverse effects on our business in the future.

 

In order to manage the associated risks our Finance and Legal teams actively monitor and react to the changing legal, regulatory and tax compliance challenges arising across the Group.

 

Our business could be negatively affected by changes in internet search engine algorithms

 

We use certain internet search engines to generate a significant portion of the traffic to our website. The pricing and operating dynamics on these search engines can experience rapid change commercially, technically and competitively such that the placement of links to our websites can be negatively affected and our costs to improve or maintain our placement in search results can increase.

 

We aim to mitigate this risk through continual analysis of data with a focus on lead indicators. We invest in the recruitment of specialist talent who are responsive to changes in the internet search environment and we devolve product responsibility through our organisational structure which allows for rapid response to any threats to our online marketing model.

 

Sources of funding

 

The Group finances its activities through cash and working capital. Bank loans including an overdraft facility, are available but are not utilised. Overdraft facilities are available and are used to satisfy short term cash flow requirements. Other financial assets and liabilities, such as trade receivables and trade payables, arise directly from the Company’s operating activities.

 

On the 23rd of December 2015 the Company issued 293,916 ordinary shares in return for consideration of £30m to a group of new global investors. The primary issuance was part of a wider transaction in which existing investors also sold a portion of their holdings. These funds contribute to the healthy reported cash balance of £46,762k (2014 - £6,528k) and will be used to drive strategy and growth in 2016 and beyond.

 

Strategy and future outlook

 

Our vision is to become the most trusted and most used online travel brand in the world. We are confident in the global strategy underpinning this objective and believe that we can continue growing headcount, unique users, sessions, revenue and profitability in the coming year and beyond.

 

Approved by the Board of Directors and signed on behalf of the Board

 

 

/s/ Gareth Williams

 

Gareth Williams

 

Director

 

29 April 2016

 

 

6



 

Skyscanner Holdings Limited

 

Directors’ report

 

The Directors present their report and the Group and Company financial statements of Skyscanner Holdings Limited (the ‘Company’) and its subsidiaries (together the ‘Group’) for the financial year ended 31 December 2015.

 

Results

 

The Group’s and Company’s audited financial statements for the year ended 31 December 2015 are set out on pages 13 to 65. The Group made a profit after tax for the financial year of £13,272k (2014: £10,386k) and had net assets of £118,163k at 31 December 2015 (2014: £70,640k) The Company made a profit for the financial year of £3,775k (2014: £747k) and had net assets of £72,829k at 31 December 2015 (2014: £38,474k).

 

Share capital and control

 

The issued share capital of the Company comprises 9,508,027 ordinary shares of £1 each, 675,218 C shares of £0.01 each, 78,589 SIP shares of £0.01 each and 19,314 D shares of £0.01 each. Further information is included in note 23.

 

Proposed dividend

 

The Directors do not propose payment of a dividend.

 

Going concern

 

The Group’s forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Group should be able to continue to be profitable and cash generative going forward. The forecasts give due regard to available banking facilities and show that the Group will continue to remain well within related covenant requirements. The forecasts also show that, following the new share issuance described in the Strategic Report, the Group will continue to have significant cash reserves for the forecast period.

 

On this basis the Directors have a reasonable expectation that the Group and Company have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis.

 

Financial instruments and financial risk management

 

The Group finances its activities with a combination of third party finance lease arrangements, cash and short term deposits, as disclosed in note 20 to 22. Overdraft facilities are available but are not utilised. Other financial assets and liabilities, such as trade debtors and trade creditors, arise directly from the Company’s operating activities.

 

Financial instruments give rise to foreign currency, interest rate, credit and liquidity risk. Information on how these risks arise is set out below, as are the policies and processes for their management.

 

The Group’s interest bearing financial liabilities are exposed in part to the risks associated with fluctuations in prevailing levels of market interest rates on its financial position and cash flows.

 

Liquidity risk

 

The Group manages liquidity risk by closely monitoring cash flow performance and forecasting cash flow for future periods. Adequate cash reserves are maintained in the required currencies and entities in order to support the future growth of the business and the Group has access to a rolling credit facility from external lenders:

 

Foreign exchange risk

 

The Group operates in many different geographies and as a result is subject to the risks associated with dealing in foreign currency. The Group has an established currency hedging policy under which a percentage of forecast net Euro and US dollar exposure is hedged by way of forward contracts each month

 

Credit risk

 

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group. The Group has adopted a policy of only extending credit terms to credit worthy counterparties as a means of mitigating risk of financial loss from default. The Group’s exposure is continually monitored by the credit control team and credit insurance is used to mitigate exposure to risk.

 

7



 

Skyscanner Holdings Limited

 

Directors’ report (continued)

 

Financial instruments and financial risk management (continued)

 

Interest rate risk

 

The Company finances its operations through a mixture of cash, working capital and overdraft facilities. The overdraft facilities are currently not utilised therefore exposure to fluctuations in interest rates is minimal. The Company will continue to monitor interest rate fluctuations should overdraft facilities be utilised in the future.

 

Corporate governance and Directors

 

The Group’s governance structure includes accountability to key stakeholders as well as policies and management systems that contribute to efficient and effective operations. Improvements in good corporate governance have been continually focused upon and the Group aims to continually evolve in this area and eventually incorporate standards universally practiced.

 

The Board has oversight responsibilities in preserving and enhancing the Group’s long-term value for the stakeholders and oversees the Group’s overall performance objectives, key organisational initiatives, financial plans and annual budget, major investments, financial performance reviews, risk management and corporate governance practices. In order to discharge its responsibilities the Board of the Group has met regularly during 2015 to address key decision-making issues and review reports from designated committees and management.

 

The Directors who held office during the period or subsequently were as follows:

 

Gareth Williams

Barry Smith

Julian Pancholi

Calum Paterson

Sir Michael Moritz

Mark Logan

Margaret Rice-Jones

 

Equal opportunities

 

The Group is committed to providing equality of opportunity to all employees without discrimination and applies fair and equitable employment policies which seek to promote entry into and progression within the Group. Appointments are determined solely by application of job criteria, personal ability, behaviour and competency.

 

Political contributions

 

Neither the Company nor any of its subsidiaries made any political donations or incurred any political expenditure during the period.

 

Disabled employees

 

Applications for employment by disabled persons are always fully considered, bearing in mind the abilities of the applicant concerned. In the event of members of staff becoming disabled every effort is made to ensure that their employment with the company continues and that appropriate training is arranged.

 

Employee Involvement

 

A great deal of effort is devoted to engaging with employees on matters that impact them and the performance of the Group. This includes quarterly business and performance updates by members of the management team for all employees, regular internal briefings and team meetings, and the circulation to employees of company announcements and developments.

 

The Directors actively encourage the participation of employees in the performance and success of the business through companywide employee bonus and share schemes.

 

8



 

Skyscanner Holdings Limited

 

Directors’ report (continued)

 

Research and development

 

The Group undertook research and development work during the year. This included but was not limited to development of mobile applications, product enhancement and optimisation of the site for mobile devices.

 

Directors’ liabilities

 

At the date of signing these financial statements, the Company does not have any indemnity provisions to or in favour of one or more of its directors against liability in respect of proceedings brought by third parties, subject to the conditions set out in the Companies Act 2006.

 

Disclosure of information to the auditor

 

The Directors who held office at the date of approval of this Directors’ report confirm that, so far as they are each aware, there is no relevant audit information of which the Company’s auditor is unaware; and each Director has taken all the steps that they ought to have taken as a Director to make themselves aware of any relevant audit information and to establish that the Company’s auditor is aware of that information.

 

Auditor

 

The statutory financial statements of the Group have been audited by Deloitte LLP and pursuant to section 487 of the Companies Act 2006, the auditor will be deemed to be reappointed and Deloitte LLP will therefore continue in office.

 

Approved by the Board of Directors and signed on behalf of the Board

 

 

/s/ Gareth Williams

 

Gareth Williams

 

Director

 

29 April 2016

 

 

9



 

Skyscanner Holdings Limited

 

Directors’ responsibilities statement

 

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the Group financial statements in accordance with International Financial Reporting Standards (‘IFRSs’) as adopted by the European Union and the parent company financial statements in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group for that period.

 

In preparing the parent company financial statements, the directors are required to:

 

·                  select suitable accounting policies and then apply them consistently;

 

·                  make judgments and accounting estimates that are reasonable and prudent; and

 

·                  prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

 

In preparing the Group financial statements, International Accounting Standard 1 requires that directors:

 

·                  properly select and apply accounting policies;

 

·                  present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

 

·                  provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity’s financial position and financial performance; and

 

·      make an assessment of the Company’s ability to continue as a going concern.

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

 

10



 

Independent auditor’s report to the members of Skyscanner Holdings Limited

 

We have audited the financial statements of Skyscanner Holdings Limited for the year ended 31 December 2015 set out on pages 13 to 65. The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the EU. The financial reporting framework that has been applied in the preparation of the parent company financial statements is applicable law and UK Accounting Standards (UK Generally Accepted Accounting Practice), including FRS 101 Reduced Disclosure Framework.

 

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members, as a body, for our audit work, for this report, or for the opinions we have formed.

 

Respective responsibilities of directors and auditor

 

As explained more fully in the Directors’ Responsibilities Statement set out on page 10, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit, and express an opinion on, the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.

 

Scope of the audit of the financial statements

 

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the group’s and the parent company’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the annual report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

 

Opinion on financial statements

 

In our opinion:

 

·                  the financial statements give a true and fair view of the state of the Group’s and of the parent company’s affairs as at 31 December 2015 and of the Group’s profit for the year ended 31 December 2015;

 

·                  the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the EU;

 

·                  the Parent Company financial statements have been properly prepared in accordance with UK Generally Accepted Accounting Practice; and

 

·                  the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

 

Opinion on other matter prescribed by the Companies Act 2006

 

In our opinion the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

 

11



 

Independent auditor’s report to the members of Skyscanner Holdings Limited (continued)

 

Matters on which we are required to report by exception

 

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

 

·                  adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

 

·                  the Parent Company financial statements are not in agreement with the accounting records and returns; or

 

·                  certain disclosures of Directors’ remuneration specified by law are not made; or

 

·                  we have not received all the information and explanations we require for our audit.

 

 

/s/ Michael McGregor

 

Michael McGregor ACA (Senior Statutory Auditor)

 

For and on behalf of Deloitte LLP

 

Chartered Accountants and Statutory Auditor

 

Edinburgh, United Kingdom

 

29 April 2016

 

 

12



 

Skyscanner Holdings Limited

 

Consolidated statement of comprehensive income

For the year ended 31 December 2015

 

 

 

 

 

 

 

(Restated)

 

 

 

 

 

2015

 

2014

 

 

 

Notes

 

£000

 

£000

 

 

 

 

 

 

 

 

 

Revenue

 

4

 

119,715

 

92,897

 

Cost of sales

 

 

 

(35,253

)

(21,376

)

 

 

 

 

 

 

 

 

Gross profit

 

 

 

84,462

 

71,521

 

Administrative expenses

 

 

 

(72,226

)

(58,895

)

Share of results of joint venture

 

 

 

335

 

 

 

 

 

 

 

 

 

 

Operating profit

 

10

 

12,571

 

12,626

 

Finance income

 

8

 

1,199

 

990

 

Finance expense

 

9

 

(870

)

(431

)

 

 

 

 

 

 

 

 

Profit before tax

 

 

 

12,900

 

13,185

 

Taxation

 

11

 

372

 

(2,799

)

 

 

 

 

 

 

 

 

Profit for the period from continuing operations

 

 

 

13,272

 

10,386

 

Attributable to:

 

 

 

 

 

 

 

Equity holders of the parent

 

 

 

13,272

 

10,386

 

Other comprehensive income to be reclassified to profit or loss in subsequent periods

 

 

 

 

 

 

 

Exchange differences on translation of foreign operations

 

 

 

319

 

(337

)

Other comprehensive income for the period, net of income tax

 

 

 

319

 

(337

)

 

 

 

 

 

 

 

 

Total comprehensive income for the period from continuing operations

 

 

 

13,591

 

10,049

 

 

 

 

 

 

 

 

 

Attributable to:

 

 

 

 

 

 

 

Equity holders of the parent

 

 

 

13,591

 

10,049

 

 

13



 

Skyscanner Holdings Limited

 

Consolidated statement of financial position at 31 December 2015

 

 

 

 

 

 

 

(Restated)

 

(Restated)

 

 

 

 

 

2015

 

2014

 

2013

 

 

 

Notes

 

£000

 

£000

 

£000

 

Non-current assets

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

12

 

8,540

 

8,605

 

8,417

 

Intangible assets

 

13

 

54,013

 

54,054

 

51,220

 

Investments

 

14

 

131

 

79

 

71

 

Interest in joint ventures

 

15

 

1,113