Last checked at 30 Dec 2010 07:00
30 December 2010
Park Plaza Hotels Limited
("Park Plaza")
Acquisition of interests in, and related loans to, three London hotels from Elbit Imaging Ltd ("Elbit")
Park Plaza is pleased to announce that it has agreed to acquire from a subsidiary of Elbit, the interests in, and related loans to, the Park Plaza Sherlock Holmes Hotel, Park Plaza Victoria Hotel and Park Plaza Riverbank Hotel ("the Hotels") which the group does not already own. The consideration will be £21m subject to adjustments as described below. The acquisition will be made by Park Plaza Hotels Europe Holdings BV ("the Buyer"), a wholly-owned subsidiary of Park Plaza and is conditional on, among others, the admission of 1,000,000 Park Plaza shares (which form part of the consideration as detailed below) to trading on AIM on 31 December 2010.
The Buyer will acquire the issued shares not currently owned by the Park Plaza group in, and related loans to:
i) | Grandis Netherlands Holdings B.V. ("Grandis"), the owner of the Sherlock Holmes Park Plaza Hotel; |
ii) | Victoria London Hotel Holding B.V. ("Victoria"), the owner of the Victoria Park Plaza Hotel; and |
iii) | Riverbank Hotel Holding B.V. ("Riverbank"), the owner of the Riverbank Park Plaza Hotel. |
Currently the Park Plaza group owns 50 per cent. of Victoria and 55 per cent. of each of Grandis and Riverbank. The Hotels are operated under the direction of Park Plaza Hotels Europe BV.
The consideration will be satisfied as to:
a) | the Euro equivalent of £8m as at completion in cash to be paid by the Buyer in 7 equal quarterly instalments with interest payable quarterly, with the first instalment payable at completion of the acquisition; |
b) | the Euro equivalent of £8m as at completion in cash to be paid by the Buyer in December 2013 with interest payable quarterly; |
c) | £1.5m by the issue of 1,000,000 Park Plaza shares ("the consideration shares"). Elbit is subject to a lock-up until the first anniversary of completion, following which Park Plaza will have a right of first refusal in respect of the consideration shares; and |
d) | £3.5m, to be paid as to £1.75m in December 2015, £0.875m in December 2016 and £0.875m in December 2017. This amount may be reduced depending on the performance of the Park Plaza shares during the five-year period following completion. |
Park Plaza has been granted the option to buyback all of the consideration shares which Elbit may own from time to time at a price of £5 per share. If this option were exercised, the balance of the £3.5 million under (d) above will be reduced by an amount equal to £3.5 multiplied by the number of shares actually purchased. Any such exercise would require shareholders' approval under Guernsey law.
Based on the most recent valuation of the Hotels after the deduction of debt, the assets to be acquired have a net value of £26.2m. For the year ended 31 December 2009 the three hotel companies made a loss before tax of £5.4m. The loss before tax is stated after accrued but unpaid management fees of £7.5m payable to Park Plaza Hotels Europe BV. No management or other fees were payable to Elbit.
As at 31 December 2010 the three hotel companies are expected to have bank debt of £179m of which Park Plaza would have consolidated £95m had it not acquired Elbit's interests.
Boris Ivesha, Park Plaza's Chief Executive Officer, commented:
"We are delighted to announce this transaction which will result in Park Plaza owning 100 per cent of Park Plaza Sherlock Holmes Hotel, Park Plaza Victoria Hotel and Park Plaza Riverbank Hotel. These three well established London hotels, which Park Plaza operates under contract, continue to perform well. Our experienced management team remains as always focused on delivering great facilities and service to our customers."
Contacts:
Park Plaza Hotels | +31 (0) 20 717 8603 |
Chen Moravsky, Chief Financial Officer | |
Hudson Sandler | +44 (0)20 7796 4133 |
Wendy Baker / Kate Hough | |
Investec Bank plc | +44 (0)20 7597 4000 |
James Grace |
Notes to Editors
About Park Plaza:
Park Plaza Hotels Limited is owner, operator and franchisor of hotels in Europe, the Middle East and Africa. The majority of the group's hotels operate under the Park Plaza Hotels & Resorts brand (part of Carlson Hotels Worldwide), over which the Group has exclusive rights in 56 countries in EMEA, or art'otel, a brand which the company fully owns. Park Plaza Hotels also manage the luxury all-suite Plaza on the River- Club and Residence, London.
Through it strategic partnership with Carlson, one of the world's largest travel and hospitality companies, Park Plaza Hotels has access to Carlson's powerful reservation and distribution system, airline partnerships with 20 airlines, loyalty programmes such as goldpointsplusSM for guests and Look To Book for travel agents and cross-selling opportunities.
There are currently over 35 hotels and aparthotels and nearly 7,000 rooms in the Group's portfolio. By the end of 2012, the Group's committed projects and territorial franchise agreements are expected to increase the number of rooms to over 13,000.
Projects under development include Park Plaza Nuremberg (2011), art'otel Amsterdam (2011) and art'otel London hoxton (2013).
Park Plaza's ordinary shares are admitted for trading on London's AIM Stock Market.
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