Option to Reinvest

India Hospitality Corp. 19 June 2007 For Immediate Release 19 June 2007 India Hospitality Announces US $110 Million Deal to Form a Growing Diversified India-Based Hospitality Company Sellers Retain Option to Reinvest up to US $75 million in India Hospitality New York, NY. - June 19, 2007 - India Hospitality Corp. (LSE: IHC, IHC or India Hospitality), today announced its intention to acquire India-based Mars Restaurants Private Limited (MRPL or Mars), an emerging hotel and restaurant company, and SkyGourmet Catering Private Limited (SCPL or SkyGourmet), an airline catering company operating out of four locations in India, for approximately US $110 million to create a diversified hospitality company servicing the rapidly growing Indian travel and leisure marketplace from affiliates of Navis Capital Partners, a private equity firm with offices in Kuala Lumpur, Hong Kong, and Bangkok, and certain private shareholders. Under the terms of the acquisition agreement, the sellers of MRPL and SCPL will receive approximately US $110.0 million of which approximately US $91.6 million will be payable in cash with the remainder in IHC ordinary shares on completion of the transaction. Additional consideration may become payable if the businesses achieve certain performance targets. Upon completion of the transaction, current India Hospitality shareholders will own approximately 88.9% of IHC and insiders, including Hayground Cove Asset Management and Navis Capital Partners, will hold approximately 51.1%. Affiliates of Navis Capital Partners and Mr. Sanjay Narang, the founder of both SkyGourmet and Mars, will continue to play an active role in the management of the combined businesses going forward. Navis is retaining an option to reinvest a substantial portion of the sale proceeds into IHC. Navis and its affiliates will be granted an option to subscribe in aggregate for up to US $75.0 million in cash for new IHC ordinary shares, which, if exercised in full, would result in its ownership interest in IHC increasing to approximately 20.7% on a fully diluted basis. Under the proposed transaction IHC has also agreed, subject to certain conditions, to purchase from Navis and its affiliates, Nirula's, a rapidly growing quick service restaurant chain with strong brand recognition throughout India and an additional hotel, which could provide a future re-branding opportunity for the Gordon House brand. Sanjay Narang, President of Mars, commented: 'With a broad and experienced management team already in place, we view this merger with India Hospitality as a unique platform to leverage our core competencies and operating experience. IHC's vision and the support of its board will allow us to grow the business and become a leader in the Indian lodging, leisure and travel industry. With the economic growth India is currently experiencing combined with a growing middle class, we believe we are on the cusp of a strong growth cycle and are excited to be partnering with IHC.' Jason Ader, Chairman and CEO of India Hospitality added: 'We have long felt that India holds great potential for growth in the lodging, leisure, travel and support industries in which Mars and SkyGourmet operate. The rising purchasing power of the Indian consumer combined with the rapid emergence of low-cost airline carriers is expected to drive strong airline passenger growth. This growth is driving major infrastructure investments in airports which will create substantial expansion opportunities for hotels, restaurants and airline catering services. Further infrastructure investment in shopping malls and office parks creates additional opportunities to leverage these restaurant brands in food courts. I'm confident that combining the long-established and successful operating history of these businesses with the stronger capital structure provided by this transaction will position IHC to better capitalize on these growth propects.' Mars operates two Gordon House Hotels, a modern four-star hotel chain catering to both the Indian business and high-end leisure traveler markets. For the last several years domestic tourism has continued to rise at double digit rates. With demand for hotel rooms expected to outpace industry supply growth, the Gordon House chain is poised to participate in this expected demand for hotel rooms over the long-term. Mars also has a diversified portfolio of restaurants, with eight primary brands covering a wide range of segments, including family, casual and over-the-counter dining. Several of the popular brands include 'Not Just Jazz By The Bay', 'Tendulkar's', 'All Stir Fry' and 'Just Around The Corner'. SkyGourmet is an airline catering company in India currently operating from four locations with plans to expand to up to 12 by 2009. With the airline industry expected to expand from 47 million passengers in 2006 to over 100 million in 2010, SkyGourmet is well-positioned to participate in this travel boom with plans to increase its aggregate capacity from 25,000 meals served a day to an anticipated 72,000 meals per day by 2009. 'Among the core competencies of Mars is the ability to create successful brands across several market segments,' said Richard Foyston, founding partner and Managing Director of Navis. 'SkyGourmet is a unique company able to deliver a high quality, high volume product within a demanding and time-sensitive environment. We expect the combination of these businesses will provide for significant synergies and create a meaningful competitive advantage. With the expected growth of the Gordon House Hotels, the combined company is well-positioned to leverage these businesses and offer a complete lodging and dining experience to the growing business and tourist traveler.' The transaction is expected to be fully funded with available cash and the issuance of new ordinary shares of IHC. Upon completion of the transaction, IHC will retain its name, and expects to have approximately 24.4 million ordinary shares in issue. On a fully diluted basis, IHC expects to have approximately 58.7 million shares in issue. Cash on hand of the enlarged group immediately following the closing of the transaction is expected to be approximately US $10.2 million with total debt on the books as of May 31, 2007, of approximately US $24.2 million. In a demonstration of its support of IHC and the acquisition, Hayground Cove Asset Management (through the funds and accounts it manages) has agreed to purchase from IHC up to the number of ordinary shares for which repurchase rights are exercised at the same price per share for which they are required to be repurchased by IHC. As the acquisition will constitute a Qualifying Business Combination under the terms of IHC's initial public offering in July 2006, IHC ordinary shareholders voting against the acquisition will have certain rights to require IHC to repurchase their ordinary shares. Further details as to repurchase rights and Hayground's commitment will be contained in the Admission Document to be sent to IHC's shareholders. The acquisition of Mars and SkyGourmet is classed as a reverse acquisition under the AIM Rules for Companies and requires the approval of IHC's shareholders. A proxy statement and admission document for the purposes of the AIM Rules for Companies (Admission Document) containing further information on the acquisition and related transactions and a notice convening an Extraordinary General Meeting of the shareholders of IHC to approve the acquisition and certain related matters is expected to be published and sent to shareholders shortly. Pending the publication of the Admission Document, trading in IHC's ordinary shares and warrants on the Alternative Investment Market of London Stock Exchange plc (AIM) will be suspended in accordance with the AIM Rules for Companies. The Extraordinary General Meeting of the shareholders of IHC to approve the acquisition of MRPL, SCPL, and certain related transactions is expected to be held in mid-July 2007 and IHC expects the acquisition to close and the shares of India Hospitality to be re-admitted to trading on AIM on the business day following the Extraordinary General Meeting. About Mars Mars was incorporated in 2000 by Mr. Sanjay Narang and his management team with the objective of operating and managing restaurants. Since its incorporation, Mars has diversified into bakery outlets and operating and managing food courts and hotels. For the nine months ending December 31, 2006, MRPL had audited revenues of approximately US $7.2 million. The MRPL group currently employs over 550 people. About SkyGourmet SkyGourmet was incorporated in 2002 and is headquartered in Mumbai. SkyGourmet currently provides inflight catering services to a number of domestic and international airlines, including Jet Airways, Kingfisher Airlines, Air India Express, Indian Airlines, Malaysian Airlines and Air France. It has operations in Mumbai, Bangalore, New Delhi and Pune. For the nine months ending December 31, 2006, SCPL had audited revenues of approximately US $11.7 million. SkyGourmet currently has over 1,150 employees. About India Hospitality Corp. IHC is a blank-check company created to initially acquire Indian businesses or assets in the hospitality, leisure, tourism, travel and related industries, including but not limited to hotels, resorts, timeshares, serviced apartments and restaurants. In August 2006, IHC raised US $103 million in an IPO and private placement and is listed on the AIM, a market operated by London Stock Exchange plc, under the ticker IHC. The Company was sponsored and advised by Hayground Cove Asset Management LLC, a New York-based investment management firm with approximately US $2.8 billion in gross assets under management. Jason Ader, IHC's Chief Executive Officer and Chairman of the Board, is the Chief Executive Officer of Hayground Cove Asset Management. Mr. Ader has a strong background in the leisure and hospitality industries. Prior to founding Hayground Cove, he was a senior Managing Director at Bear Stearns & Co., Inc., supervising coverage of the lodging and hospitality industry and was a top ranked analyst by Institutional Investor Magazine's All-American Research Team for nine consecutive years. Banyan Tree Capital is IHC's exclusive financial advisor in connection with the transaction. Proskauer Rose LLP, led by Jeffrey Horwitz, is overall transaction counsel for IHC. For Further Information Contact: Investor Relations Contact: ICR Inc. William Schmitt 203-682-8200 Media Contact: Buchanan Communications Richard Darby, Isabel Podda +44 207 466 5000 Nominated Adviser and Broker: Deutsche Bank Mumtaz Naseem +44 20 7545 8000 Cautionary Note Regarding Forward Looking Statements Some of the information contained in this announcement constitutes forward-looking statements. You can generally identify these forward-looking statements by their use of words such as 'may,' 'expects,' 'anticipates,' 'contemplates,' 'believes,' 'estimates,' 'intends,' 'plans,' 'will,' 'potential,' 'should,' and 'continue' or, in each case, their negative or other variations or comparable terminology. Such statements include any statements that are not statements of current or historical facts. These forward-looking statements are based on the current expectations of IHC's management, but actual results may differ materially due to various factors. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. IHC cautions you that forward-looking statements are not guarantees of future performance and that IHC's actual results of operations, financial condition and liquidity, and developments in the industry in which IHC operates may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. In addition, even if IHC's results of operations, financial condition and liquidity, and developments in the industries in which IHC operates are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. These forward-looking statements are subject to numerous risks, uncertainties and assumptions about IHC, Mars and SkyGourmet. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this announcement, and might not occur in light of these risks, uncertainties and assumptions. All forward-looking statements included herein attributable to IHC or any person acting on IHC's behalf (including statements about Mars and SkyGourmet) are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except as required by applicable law, IHC undertakes no obligation and disclaims any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless otherwise required to do so by the AIM Rules for Companies. Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervising Authority) and with respect to UK commodity derivatives business by the Financial Services Authority; regulated by the Financial Services Authority for the conduct of UK business. Deutsche Bank is acting exclusively for IHC. and no-one else in connection with the acquisition and related transactions and other matters referred to in this announcement and will not be responsible to anyone other than IHC. for providing the protections afforded to clients of Deutsche Bank AG nor for providing advice in relation to the acquisitions and related transactions or any matter referred to in this announcement. Deutsche Bank is IHC's nominated adviser and broker for the purposes of the AIM Rules for Companies. Its responsibilities as IHC's nominated adviser and broker under the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange plc and not to IHC, any director of IHC or any other person. No offer or invitation to purchase or subscribe for ordinary shares in or warrants to purchase or subscribe for ordinary shares or warrants of IHC is being made by this announcement. This information is provided by RNS The company news service from the London Stock Exchange
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