Inspiration Hlt Regulatory News (IHC)

20 Jul 2007 14:35

India Hospitality Corp.20 July 2007 For Immediate Release 20 July 2007 India Hospitality Announces Completion of the Acquisitions of Mars Restaurants and SkyGourmet Catering New York, NY. - July 20, 2007 - India Hospitality Corp. (LSE: IHC, IHC or IndiaHospitality), today announced that it has completed the acquisition from NavisCapital Partners and its Affiliates of India-based Mars Restaurants PrivateLimited (MRPL or Mars), an emerging hotel and restaurant company, and SkyGourmetCatering Private Limited (SCPL or SkyGourmet), an airline catering companyoperating out of four locations in India, in a transaction involving cash andshares and valued at approximately US $110 million. IHC's ordinary shares andwarrants are expected to be re-admitted to trading on the AIM market of LondonStock Exchange plc on 24 July 2007. The acquisition and certain other related matters were approved at anextraordinary general meeting of IHC shareholders held on July 17, 2007. Under the terms of the acquisition agreement, IHC paid the sellers of MRPL andSCPL approximately US $110 million of which approximately US $91.6 million waspaid in cash with the remainder comprising 3,066,667 new ordinary shares in IHC.Additional management incentives may become payable if the businesses achievecertain performance targets. Following completion of the transaction (but prior to any repurchase of IHCordinary shares pursuant to repurchase rights offered to shareholders who votedagainst approving the acquisition at the extraordinary general meeting of IHCheld on July 17, 2007), prior India Hospitality shareholders own approximately88.9% of IHC and insiders, including Hayground Cove Asset Management and NavisCapital Partners, hold approximately 51.1%. There will be no change in thecomposition of the Board of Directors of Mars or SkyGourmet which includesrepresentatives of Navis Capital Partners and its Affiliates. Mr. Sanjay Narang,the founder of both Mars and SkyGourmet, continues as the President of bothcompanies and along with his current management team, will continue to manageand have an active role in the businesses. Navis and its affiliates have also been granted an option to subscribe inaggregate for up to US $75 million of new ordinary shares in IHC, which, ifexercised in full, would result in its ownership interest in IHC increasing toapproximately 20.7% on a fully diluted basis. About Mars Mars was incorporated in 2000 by Mr. Sanjay Narang and his management team withthe objective of operating and managing restaurants. Since its incorporation,Mars has diversified into bakery outlets and operating and managing food courtsand hotels. For the nine months ended December 31, 2006, MRPL had auditedrevenues of approximately US $7.2 million. MRPL currently employs over 550people. About SkyGourmet SkyGourmet was incorporated in 2002 and is headquartered in Mumbai. SkyGourmetcurrently provides inflight catering services to a number of domestic andinternational airlines, including Jet Airways, Kingfisher Airlines, Air IndiaExpress, Indian Airlines, Malaysian Airlines and Air France. It has operationsin Mumbai, Bangalore, New Delhi and Pune. For the nine months ended December 31,2006, SCPL had audited revenues of approximately US $11.7 million. SkyGourmetcurrently has over 1,150 employees. About India Hospitality Corp. IHC is a blank-check company created to acquire Indian businesses or assets inthe hospitality, leisure, tourism, travel and related industries, including butnot limited to hotels, resorts, timeshares, serviced apartments and restaurants. In August 2006, IHC raised US $103 million in an IPO and private placement andis listed on AIM, a market operated by London Stock Exchange plc, under theticker IHC. The Company was sponsored and advised by Hayground Cove AssetManagement LLC, a New York-based investment management firm with approximatelyUS $2.8 billion in gross assets under management. Post Transaction Management of the Business Mars and SkyGourmet now constitute all of the operating assets of IHC. Existingmanagement, under the direction of founder and current President, Sanjay Narang,have remained in place. IHC and Navis believe that greater efficiencies andoperations, cost savings through economies of scale, growth opportunities andother synergies can be obtained by combining and restructuring the businesses ofMars and SkyGourmet which would eventually result in greater customersatisfaction and share value. The Company is seeking to become the largestorganized food service operator in the country. Banyan Tree Capital is IHC's exclusive financial advisor in connection with thetransaction. Proskauer Rose LLP, led by Jeffrey Horwitz, is overall transactioncounsel for IHC. For Further Information Contact: Investor Relations Contact: ICR Inc. William Schmitt 203-682-8200 Media Contact: Buchanan Communications Richard Darby, Isabel Podda, Susanna Gale +44 207 466 5000 Nominated Adviser and Broker: Deutsche Bank Mumtaz Naseem +44 20 7545 8000 Deutsche Bank AG is authorised under German Banking Law (competent authority:BaFin - Federal Financial Supervising Authority) and with respect to UKcommodity derivatives business by the Financial Services Authority; regulated bythe Financial Services Authority for the conduct of UK business. Deutsche Bankis acting exclusively for IHC and no-one else in connection with the acquisitionand related transactions and other matters referred to in this announcement andwill not be responsible to anyone other than IHC for providing the protectionsafforded to clients of Deutsche Bank AG nor for providing advice in relation tothe acquisitions and related transactions or any matter referred to in thisannouncement. Deutsche Bank is IHC's nominated adviser and broker for the purposes of the AIMRules for Companies. Its responsibilities as IHC's nominated adviser and brokerunder the AIM Rules for Nominated Advisers are owed solely to London StockExchange plc and not to IHC, any director of IHC or any other person. No offer or invitation to purchase or subscribe for ordinary shares in orwarrants to purchase or subscribe for ordinary shares or warrants of IHC isbeing made by this announcement. This information is provided by RNS The company news service from the London Stock Exchange