IHI offers Island Hotels Group shareholders €38 million in combined offer

International Hotel Investments p.l.c. has completed its due diligence exercise for the acquisition of all the issued share capital of Island Hotels Group Holdings p.l.c. (IHGH), confirming its intention to proceed with a conditional voluntary offer.

The bid will be made by IHI in respect of all the issued shares in IHGH, and will be set out in an offer document to be issued by IHI on 1 July, 2015.

The offer document is expected to be dispatched to all shareholders in IHGH as at the record date, which for this purpose, includes all trades settled at the Malta Stock Exchange on 30 June 2015 and which includes any trades undertaken up until today, 25 June 2015.

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The consideration to be offered to shareholders of IHGH will consist in either a combined consideration or a cash alternative.

The combined consideration will consist of the cash component and the IHI shares component, equivalent to €1 per share in cash and 0.246 IHI shares for each IHGH share.

The total combined consideration is equivalent to €38,583,660 and approximately 9,492,000 IHI shares.

The combined consideration of €1 per IHGH share will be paid as €0.55 on the settlement date, and the balance of €0.45 on the first anniversary of the settlement date, interest free.

The share component of 0.246 IHI shares for each IHGH share will be issued and allocated to IHGH shareholders on the settlement date. The IHI shares to be issued and allocated to IHGH shareholders accepting the offer as part of the offer consideration are ordinary shares in IHI that will entitle their holders to receive dividends, vote at general meetings and to participate in a distribution of assets in the same manner as the holders of all other ordinary shares in IHI.

As for the cash alternative, IHI is making available to IHGH shareholders a full cash alternative of €1.13,7 per IHGH share, payable at €0.68,7 per share on settlement date, and the balance of €0.45 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 €0.13,7 per IHGH share calculated as 0.246 IHI shares for each IHGH share, multiplied by €0.55,8, where €0.55,8 is the price per IHI share as the weighted average price of IHI shares during the three months preceding IHI’s announcement on 15th January 2015.