Agreement with Gategroup

RNS Number : 0122W
India Hospitality Corp.
11 November 2010
 



 

India Hospitality Corp.

(the "Company" or "IHC")

 

Agreement with Gategroup in relation to the

Company's Skygourmet airline catering business

 

London - 11 November 2010 - IHC is pleased to announce that it has today entered into an agreement with Gategroup Investments Singapore Pte Ltd ("Gategroup"), a wholly owned subsidiary of gategroup Holding AG, in relation to its wholly-owned airline catering company Skygourmet Catering Private Limited ("Sky").  As part of this agreement, IHC has sold 74 per cent. of its interest in Sky to Gategroup (the "Sale") and has also entered into a put and call arrangement with Gategroup in respect of its remaining shares in Sky.  The transaction implies an enterprise value for the whole of Sky of approximately USD92 million.

 

Transaction details

 

Partial exit from Skygourmet

 

IHC, its wholly-owned subsidiary IHC Mauritius ("IHC Mauritius"), Sky and Gategroup have entered into a share purchase agreement pursuant to which IHC and IHC Mauritius have sold 74 per cent. of the shares in Sky to Gategroup (the "SPA").

 

The consideration for the Sale is USD39 million in cash, subject to post-completion adjustment to take account of any movement in the net debt of Sky between 30 September 2010 and 31 October 2010.  IHC Mauritius is also entitled to receive an additional payment equal to any amounts received by Sky (net of expenses) in connection with the sale of certain land in Delhi owned by Sky.

 

USD4.85 million of the consideration for the Sale is to be paid by Gategroup into an escrow account to be held by Deutsche Bank until 10 November 2013 to meet potential claims under the SPA.

 

Sky Shareholders' Agreement

 

IHC, through its wholly-owned subsidiary IHC Mauritius, will continue to hold 26 per cent. of the shares in Sky.  IHC Mauritius has entered into a shareholders' agreement with Gategroup and Sky to govern the ongoing joint venture relating to Sky (the "Shareholders' Agreement").  The Shareholders' Agreement contains, among other things, provisions relating to the appointment of directors to the board of Sky, certain restrictions on the corporate actions of Sky without the consent of IHC Mauritius and restrictions on the ability of Gategroup and IHC Mauritius to transfer their Sky shares.

 

The Shareholders' Agreement includes a put and call option in relation to IHC Mauritius' remaining holding of 26 per cent. of the shares of Sky (the "Remaining Shares") on the following terms:

 

-    Between each of 30 September 2011 and 30 November 2011, 31 March 2012 and 31 May 2012, 30 September 2012 and 30 November 2012, 31 March 2013 and 31 May 2013 and 30 September 2013 and 30 November 2013, Gategroup may give notice to IHC to acquire all of the Remaining Shares for a consideration of approximately USD13.75 million plus interest at the rate of 10 per cent. per annum accruing for the period from the date of the SPA to the completion of the acquisition of the Remaining Shares.

 

-    If Gategroup has not exercised its call option at the relevant time, IHC Mauritius has the right to require Gategroup to acquire all or certain of the Remaining Shares at any time between 30 November 2012 and 31 March 2014, subject to certain conditions being satisfied.  The price payable by Gategroup to Sky for the Remaining Shares under this put option depends upon the number of Remaining Shares which may be sold under the put option, which in turn depends upon whether certain conditions are satisfied.  The number of Remaining Shares subject to the put option is between 35 and 100 per cent..  The price payable should all the Remaining Shares be bought pursuant to the put option is the higher of (i) 8.8 times 26 per cent. of Sky's EBITDA for the 12 months immediately preceding the date of the completion of the put option multiplied by the equity value ratio of Sky as at the time of the Sale, being the ratio of the equity value of Sky as at the time of the Sale, divided by USD92 million; and (ii) approximately USD13.75 million.

 

In certain circumstances, IHC Mauritius must transfer all the Remaining Shares to Gategroup at a price calculated by reference to adjusted EBITDA of Sky for the previous 12 months ending 31 March 2014.

 

Business restrictions

 

The SPA and the Shareholders' Agreement contain restrictions on the business activities of IHC, IHC Mauritius and Gategroup.

 

IHC and IHC Mauritius have agreed for a period of 5 years not to engage in activities similar to Sky's business or the business of providing on-board surface, sea or road transport catering services anywhere in India.

 

Other than in connection with the business activities of Gate Gourmet India Private Limited within the State of Goa, Gategroup has agreed for a period of 2 years not to engage in, and to procure that its affiliates do not engage in, activities similar to Sky's business or the business of providing on-board surface, sea or road transport catering services anywhere in India other than through Sky.

 

Other arrangements

 

IHC and its subsidiaries have also today entered into a number of other arrangements relating to the Sale as described below:

 

Kolkata land development agreement

 

WAH Restaurants Private Limited ("WAH Restaurants"), a wholly-owned subsidiary of IHC, Gategroup Investment Singapore Pte Ltd ("Gategroup Singapore"), Sky, IHC Mauritius, New Indian Glass Works Calcutta Private Limited ("NIGCPL"), a subsidiary of Sly, have entered into a development agreement pursuant to which WAH Restaurants will develop an operational airline catering unit on certain land in Kolkata owned by NIGCPL, a subsidiary of Sky, using 90.1 million Indian Rupees of funding provided by Sky.

 

Saki Vihar supply agreement and option agreement

 

WAH Restaurants and Sky have entered into a supply agreement effective until 10 November 2011 pursuant to which WAH Restaurants shall supply food goods to Sky produced at a facility owned by WAH Restaurants in Mumbai (the "Saki Vihar Facility").  Sky has agreed to procure food goods exclusively from WAH Restaurants and is not permitted to procure food goods from any other third party unless WAH Restaurants refuses to supply such foods.

 

WAH Restaurants, Gategroup Singapore, IHC Mauritius, IBEA Mars & GHH Holdings B.V. and S.C. Ventures Limited have also entered into an option agreement pursuant to which WAH Restaurants has granted Gategroup Singapore a six-month option to purchase the Saki Vihar Facility.  Following the expiry of the option, Gategroup Singapore has a first right of refusal to match any third party offer for the Saki Vihr Facility during the twelve month period after the Sale.

 

Transition Management Agreement

 

IHC Advisory Services Private Limited ("IHC Advisory"), a wholly-owned subsidiary of IHC, Sky and IHC directors, Ravi Deol and Sandeep Vyas, have today entered into a transition management agreement pursuant to which IHC Advisory and Messrs Deol and Vyas will provide advisory and consultancy services to Sky for a period of nine months from the date of the completion of the SPA (the "Effective Date") (or such longer period as determined between the parties) in consideration for the payment of certain fees to IHC Advisory.

 

 

It is proposed that a letter agreement is entered into between IHC Advisory and First Corp, which is an entity controlled by Messr Deol and Vyas, pursuant to which IHC Advisory will outsource the transition management services to First Corp and will pass on the entire feesreceived under the transition management agreement to First Corp for such services.

 

About Gategroup

 

Gategroup is the leading independent global provider of onboard services to companies that serve people on the move. Gategroup comprises 11 brands: deSter, eGate Solutions, Elan, Gate Aviation, Gate Gourmet, Gate Safe, Harmony, Performa, potmstudios, Pourshins and Supplair.

 

Gategroup's world-class capabilities are focused in catering and hospitality; provisioning and logistics; and onboard solutions. Its customers include top airlines and railroads around the world that rely on gategroup's expertise and solutions tailored to their guests, service offerings and geographic regions. Shares of Zurich-based gategroup are traded on the SIX Swiss Exchange under the symbol GATE.

 

About Sky

 

Sky has a production capacity of more than 110,000 meals per day and is the only one with catering facilities at all six of India's major airports.  It operates in Mumbai, Delhi, Bangalore, Chennai and Hyderabad and is in the process of constructing a new unit in Kolkata. In Pune, Sky has a franchise arrangement.

 

Sky has strong relations with the three major domestic airlines in India: Jet Airways and its subsidiary, JetLite; Kingfisher Airlines; and NACIL (Air India/Indian Airlines) serving them at most of their hubs and other domestic locations. Gate Gourmet already has a unit in the Indian resort town of Goa, which it acquired in 2007.

 

The loss of Sky for the financial year ended 31 March 2010 was USD 6.27million and the net asset value of Sky as at 31 March 2010 was USD 31.3million.

 

Use of proceeds

 

The proceeds of the Sale will be used by IHC to continue developing its hospitality and restaurant businesses. Further announcements will be made by the Company in due course.

 

For further information contact:

 

India Hospitality Corp.

Rajesh Mittal

rmittal@ihcor.com

www.indiahospitalitycorp.com

 

Nominated Adviser: Grant Thornton Corporate Finance

Fiona Owen / Robert Beenstock

+44 20 7383 5100

 

Broker: Execution Noble & Company Ltd

James Bromhead / Sunil Sanikop

+44 20 7456 9191

 

Media Contact: Mutual Public Relations Ltd.

Harsh Wardhan

+91 11 4362 0700

 

Investor Relations: Sand Hill RP

Michael Tew

mtew@sandhillrp.com

+1 (212) 445 7838

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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