International Hotel Investments plc - Voluntary Offer

On 25 June 2015, International Hotel Investments plc (IHI) announced that all conditions related to the agreement (revealed in the Company Announcement dated 15 January 2015) for the acquisition of the majority of the shares of Island Hotels Group Holdings plc (IHG) have been met including the successful completion of a due diligence exercise by IHI on IHG as well as the approval by the shareholders of IHI at the Annual General Meeting held on 11 June 2015 to acquire all the issued share capital in IHG.

Accordingly, IHI confirms its intention to proceed with a conditional voluntary offer in respect of all the issued shares in IHG with details of the voluntary offer to be set out in an offer document to be issued by IHI on or around 1 July 2015 which will be sent to all shareholders as at the close of trading on 25 June.

The shareholders of IHG will be offered the option to choose between any of the following:

  • A Combined Consideration comprising a cash component of €1 and the IHI Shares Component of 0.246 IHI shares for each IHG share. The total Combined Consideration is equivalent to €38,583,660 and approximately 9,492,000 IHI shares. The cash component will be settled in two parts with the first payment of €0.55 per share to be paid out on the settlement date with the balance of €0.45 per share to be paid out on the first anniversary of the settlement date. Meanwhile, the share component of 0.246 IHI shares per IHG shares will be distributed on settlement date in full.

OR

  • A Cash Alternative comprising a cash only consideration of €1.137 per IHG share with the first €0.687 payable on settlement date whilst the balance of €0.45 per IHG share will be paid out on the first anniversary of the settlement date. The Cash Alternative is based on the €1 cash component under the Combined Consideration and an additional €0.137 per IHG share calculated as: 0.246 IHI shares for each IHG share, multiplied by €0.558, being the weighted average price of IHI shares during the three months immediately preceding the aforementioned IHI announcement on 15 January 2015.