Inspiration Hlt Regulatory News (IHC)

23 Jul 2007 09:37

AIM23 July 2007 ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES") COMPANY NAME:India Hospitality Corp. COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :Ogier Fiduciary Services (Cayman) Limited, Queensgate House, 113 South Church Street, P.O. Box 1234, GrandCayman, KY1-1108, Cayman Islands COUNTRY OF INCORPORATION:Cayman Islands COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:N/A COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITSINVESTING STRATEGY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BESTATED: IHC is a blank check company incorporated as an exempted company with limited liability under the laws of theCayman Islands on May 12, 2006 to serve as a vehicle for acquisitions, through one or more stock purchases, assetacquisitions, or other business combinations, of businesses or assets in India focused on the hospitality,leisure, tourism, travel and related industries. The Target Businesses, being acquired via a reverse takeover,are operating companies in the hotel, airline catering and restaurant businesses in India. DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. whereknown, number and type of shares, nominal value and issue price to which it seeks admission and the number andtype to be held as treasury shares):24,400,001 ordinary shares with par value of $0.001 per share 34,333,334 warrants over ordinary shares, each exercisable for one ordinary share at $5.00 CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:Market cap on admission will be approximately US$171 million PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:34.1% (held by Hayground Cove Asset Management LLC) DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THECOMPANY) ARE OR WILL BE ADMITTED OR TRADED:N/A FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is knownor including any other name by which each is known): BEFORE ADMISSION Jason Nathaniel Ader, Chairman of the Board and Chief Executive Officer Andrew Jacques Sasson, Director and Chief Operating Officer Anthony Juliano, Director Manvinder Pal Singh Puri, Director Pawan Munjal, Director Christa Martine Short, Director Rajeev Talwar, Director AFTER ADMISSION Jason Nathaniel Ader, Chairman of the Board Andrew Jacques Sasson, Director Anthony Juliano, Director Christa Martine Short, Director Richard Foyston, Director and Interim Chief Executive Officer Nicholas Rupert Heylett Bloy, Director Bruno Seghin, Director FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFOREAND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which eachis known): BEFORE ADMISSION Hayground Cove (Note 1) 39.0% Morstan Nominees Ltd 11.1% Jana Master Fund Ltd 7.8% Fir Tree Value Master Fund LP 5.5% Drawbridge DSO Securities 5.3% Morgan Stanley & Co Inc 3.9% AFTER ADMISSION Hayground Cove (Note 1) 34.1% Sellers (Note 2) 12.6% Morstan Nominees Ltd 9.7% Jana Master Fund Ltd 6.8% Fir Tree Value Master Fund LP 4.8% Drawbridge DSO Securities 4.6% Morgan Stanley & Co Inc 3.4% Note 1: Jason N. Ader, the Chairman of the Board and IHC's Chief Executive Officer, does not directly own any ofHayground Cove's 8,322,395 Ordinary Shares, which comprise the 3,655,727 Ordinary Shares held by Hayground Coveas a Founding Shareholder immediately prior to the Initial Offering, the 500,000 Ordinary Shares purchased byHayground Cove in the Private Placement and the 4,166,667 Ordinary Shares subscribed for by Hayground Cove onbehalf of the funds and accounts managed by it in the Initial Offering. However, Mr. Ader is the sole member ofHayground Cove, the managing member of the general partner for each of the funds and accounts it manages and, inthis capacity, he may be deemed the beneficial owner of the Ordinary Shares held by Hayground Cove and the fundsand accounts it manages for purposes of applicable securities laws. Mr. Ader is also an investor in certain ofthe funds managed by Hayground Cove Associates LP. Note 2: The Sellers are Navis Asia Fund III, L.P., Navis Asia Fund IV, L.P., Navis Asia Fund IV-S, L.P. and CIMB Muamalat Fund I, L.P NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:N/A (i) ANTICIPATED ACCOUNTING REFERENCE DATE (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19: (i) 31 December (ii) 31 December 2006 (iii) 30 June 2007 must be reported by 30 September 2007; 31 December 2007, must be reported by 30 June 2008; 30June 2008, must be reported by 30 September 2008 EXPECTED ADMISSION DATE:24 July 2007 NAME AND ADDRESS OF NOMINATED ADVISER:Deutsche Bank AG, London Branch 1 Great Winchester StreetLondonEC2N 2DB NAME AND ADDRESS OF BROKER: Deutsche Bank AG, London Branch1 Great Winchester StreetLondonEC2N 2DB OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSIONDOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THEADMISSION OF ITS SECURITIES: Deutsche Bank AG, London Branch 1 Great Winchester StreetLondonEC2N 2DB DATE OF NOTIFICATION:23 July 2007 NEW/ UPDATE:UPDATE This information is provided by RNS The company news service from the London Stock Exchange