Interim Results
Park Plaza Hotels Limited
10 September 2007
10 September 2007
PARK PLAZA HOTELS LIMITED
('Park Plaza' or the 'Group')
Unaudited Proforma results for the six months ended 30 June 20071
Park Plaza Hotels Limited is an owner and operator of 24 full-service four-star
deluxe hotels and trendy boutique hotels in Europe and the Middle East.
Highlights
Unaudited Proforma Financial Statistics for six months ended 30 June 2007(1)
Six months ended 30 June 2007 Six months ended 30 June 2006
Euros (except percentages) Euros (except percentages)
(Unaudited) (Unaudited)
Occupancy(2) 79.9% 76.4%
Average Room Rate(2) 118.5 113.4
Revpar(2) 94.7 86.7
Total Revenue 46.7 million 40.4 million
EBITDA(3) 12.0 million 10.8 million
• Strong first half performance, primarily reflecting good results from
our UK and Dutch hotels;
• Successful listing of shares on AIM and fundraising of £85m in July;
• Good progress on committed hotel development projects:
- Park Plaza County Hall (London) on schedule for November
opening
- planning permission granted for an additional 82 rooms at the
Park Plaza Westminster, scheduled to open in 2010
Commenting on the results, Boris Ivesha, Chief Executive of Park Plaza said, 'We
are very pleased to report a strong first half performance in our first set of
results as a public company, primarily reflecting good results from our UK and
Dutch hotels. During the half we made good progress on our committed pipeline
of projects that will more than double the number of rooms in our portfolio over
the next four years.
We were extremely pleased to welcome new institutional investors to the Company
through our successful AIM listing in July. The £85 million raised through the
placing gives us the financial flexibility to capitalise on growth opportunities
beyond our committed projects. We remain confident of the growth potential of
the Group.'
1. Park Plaza Hotels Limited was incorporated on 14 June 2007, but had no
operations during the period ended 30 June 2007 as the merger of Euro Sea Group
and acquisition of Park Plaza Group did not take place until 17 July 2007. All
figures in this statement, therefore, relate to unaudited proforma financial
performance except where otherwise indicated. The unaudited proforma financial
information should be read in conjunction with the notes on page 9.
2. Figures relate to hotel operations only.
3. Earnings before interest, tax, depreciation and amortisation.
Enquiries:
Park Plaza Hotels Tel: +44 (0)20 7034 4800
Boris Ivesha/Chen Moravsky
Hudson Sandler Tel: +44 (0)20 7796 4133
Jessica Rouleau / Wendy Baker
CHIEF EXECUTIVE'S INTERIM STATEMENT
Overview
We are very pleased to report a strong first half performance, primarily
reflecting good results from our UK and Dutch hotels. The first six months of
2007 were busy for Park Plaza Hotels. We advanced committed hotel projects in
London and Dutch and franchise arrangements for a further 12 hotels. Management
also devoted a significant amount of time to the successful listing of the
Company's shares on AIM in July, which raised £85 million through a placing with
new institutional investors.
The Company's strategy is to grow both organically and through the acquisition
and development of new hotels in the affordable luxury segment of the market.
Management expects our current pipeline of committed projects to more than
double the number of rooms in our portfolio over the next four years, while the
proceeds from the placing will provide the financial flexibility to capitalise
on growth opportunities beyond those to which we are already committed.
Financial Performance
All of the financial information in this release and discussed below is on an
unaudited proforma basis. The discussion below should be read in conjunction
with the information and explanation of the pro forma adjustments and related
notes on page 9 of this release.
Total revenue increased by almost 16% to Euro 46.7 million (2006: Euro 40.4
million), driven by good performances in the UK and The Netherlands. Our hotel
management operation and hotels in the UK drove an almost 11% increase in EBITDA
to Euro 12.0 million (2006: Euro 10.8 million). This result was achieved in
spite of slower than expected market improvements in Germany and Hungary and the
refurbishments at the art'otel Kudamm and Park Plaza Vondel. These
refurbishment projects led to the closure of 90 rooms whilst work was being
carried out.
The loss before tax reduced to Euro 1.1 million (2006: loss of Euro 6.9
million), as a result of strong operating performance and a reduction in one-off
financing expenses. This led to a loss per share of --0.03c (2006: loss of
-0.15c).
Post IPO, Park Plaza has a robust proforma balance sheet with Euro 98 million
net debt and cash balances of Euro 127 million, providing the Company with a
solid financial platform from which to grow its portfolio beyond current
committed projects.
The Group achieved good Revpar growth, with a 9% increase to Euro 94.7 (2006:
Euro 86.7). The UK hotels achieved strong Revpar growth to Euro 142.4, a 22%
increase over 2006 (2006: Euro 116.3). This result was driven by both improved
occupancy and average room rates (ARR). In The Netherlands, Revpar increased to
Euro 109.4 (2006: Euro 103.0), as a result of an improvement in ARR of almost
7%. Our hotels in Berlin, Dresden and Budapest saw a small reduction in Revpar
to Euro 49.4 (2006: Euro 50.1).
Dividends
As we indicated at the time of our listing, the Group intends to retain its
earnings for use in, and to grow, the business and does not envisage paying any
dividends for at least the first 18 months following Admission. The Board will
keep this policy under review in light of the growth opportunities available to
the Group.
Review of Operations
Overview
Park Plaza is both an owner and operator of hotels. This integrated approach
enables the Group to take advantage of and maximise returns on different
opportunities. Our 24 properties (4,128 rooms) operate under two brands: Park
Plaza, over which we have exclusive rights in 56 countries in Europe and the
Middle East and art'otel, a brand to which the Company owns the worldwide
rights. Our brands appeal to different target customers. Park Plaza hotels are
positioned in the mid-scale to upscale segment of the full-service market and
tend to be located in the heart of business and tourist centres. The art'otel
brand is built on the concept of individually themed hotels, each of which
focuses on well-known, modern artists. These hotels, which operate in the
four-star segment of the market, tend to appeal to a sophisticated clientele
with an interest in art and culture.
Through our strategic partnership with Carlson, one of the world's largest
travel and hospitality companies, Park Plaza has access to Carlson's powerful
reservation and distribution system, airline partnerships, loyalty cards and
cross-selling opportunities. This allows us to benefit from the economies of
scale, extensive operating experience and significant negotiating power of
Carlson, while retaining the flexibility and speed of reaction associated with
much smaller organisations.
Our Markets
The UK, The Netherlands and Germany are currently the principal markets in which
Park Plaza operates.
Overview of Hotel Operating Results for the Six Months to 30 June 2007
The following is a discussion of certain summary operating statistics for Park
Plaza's owned/co-owned, operated and managed hotels for the periods indicated.
These data have been extracted from Park Plaza's unaudited management accounts
and may therefore not be comparable to Park Plaza's audited results over the
periods shown or to be expected for the full 2007 fiscal year or any future
period.
UK
Hotel Operations: Key Operating Statistics
Six months to 30 June 2007 Six months to 30 June 2006
€ (Unaudited) € (Unaudited)
Occupancy 83.5% 74.9%
Average Room Rate 170.6 155.2
Revpar 142.4 116.3
Total Revenue 18.2 million 15.7 million
EBITDA 5.3 million 4.1 million
The London market, where Park Plaza currently owns or co-owns four hotels,
experienced good growth during the first six months of 2007. All our London
hotels achieved Revpar growth of over 20% as a result of increased market share
and better rates. The London hospitality sector has remained buoyant over the
last few years and London visitor numbers growth has been sustained.
Improvements in pricing continue to be generated in the segment of the market in
which Park Plaza operates.
The Netherlands
Hotel Operations: Key Operating Statistics
Six months to 30 June 2007 Six months to 30 June 2006
€ (Unaudited) € (Unaudited)
Occupancy 87.3% 87.0%
Average Room Rate 125.3 118.4
Revpar 109.4 103.0
Total Revenue 11.3 million 10.0 million
EBITDA 3.9 million 3.4 million
Amsterdam is currently one of the best performing hotel markets in Europe in
terms of occupancy, with very strong demand generated by both corporate and
leisure guests. The market is driven by the strength of the local economy, the
city's international economic importance and its appeal to the leisure market.
Four-star hotels in the city turned in a strong performance yet again during the
first six months of 2007, with mid single digit Revpar growth, driven primarily
by increased rates. Although Amsterdam's occupancy rates declined slightly, the
Park Plaza Victoria maintained stable occupancy, increasing both rates and
market share. Park Plaza Vondel, acquired as a three-star property in 2006, had
a slightly weaker performance than last year as a result of room closures during
the current refurbishment to transform it into a four-star property. Work is
due to be completed by the end of March 2008.
Germany and Hungary
Hotel Operations: Key Operating Statistics
Six months ended 30 June 2007 Six months ended 30 June 2006
€ (Unaudited) € (Unaudited)
Occupancy 72.7% 70.7%
Average Room Rate 67.9 70.9
Revpar 49.4 50.1
Total Revenue 14.0 million 12.0 million
EBITDA -0.7 million 0.5 million
Notwithstanding significant improvements during the World Cup in June 2006,
Germany has been a challenging market for a number of years. During the first
half of 2007, Berlin hotels achieved increases in occupancy rates but
experienced equivalent decreases in ARR, resulting in a stable Revpar.
Our Berlin hotels mainly followed this market trend in the first half of 2007.
As a result, we are taking a number of steps to improve performance. We have
taken action to change the business mix of Park Plaza Berlin from leisure to
corporate customers and we expect this to generate improvements in Revpar next
year. art'otel Berlin Mitte's performance suffered following the opening of
Park Plaza Wallstreet nearby, and we are planning a renovation starting in
November to improve its standards to meet the requirements of this highly
competitive market. art'otel City Centre West (Berlin) lost market share in
the half as our focus on improving ARR led to reductions in occupancy rates.
At art'otel Kudamm, we completed a major renovation in August, which we expect
to show benefits in 2008.
The Budapest market suffered in the first half of 2007 from an increase in
supply of high quality rooms, and the performance of art'otel Budapest was
weaker than in the prior year as a result.
Management and Holdings Operation
Six months ended 30 June 2007 Six months ended 30 June 2006
€ (Unaudited) € (Unaudited)
Total Revenue 3.2 million 2.8 million
EBITDA 3.5 million 2.8 million
Revenues from our managed and franchised hotels rose to Euro 3.2 million (2006:
Euro 2.8 million). EBITDA in our Management and Holdings operation rose to Euro
3.5 million (2006: Euro 2.8 million). This figure includes EBITDA from these
managed and franchised hotels, as well as EBITDA generated from intra-group
management fees.
Portfolio developments
During the first half of 2007 we started the refurbishment of the Park Plaza
Vondel in Amsterdam. To date, 60% of the rooms have undergone complete
refurbishment as have meeting rooms and the business area in one of the three
buildings. This phase will be completed by mid September, enabling the hotel to
return to normalised operations. The complete refurbishment of the remainder of
the hotel's rooms and public areas is expected to be completed by the end of the
first quarter of 2008. This major refurbishment will reposition the Vondel as a
four-star hotel and is expected to drive improved performance and occupancy
levels. In early November, we expect to start the refurbishment of 60 rooms and
all the public areas at the Park Plaza Mandarin in Eindhoven.
art'otel Berlin Mitte will undergo a renovation starting in November in order to
continue its leadership in this highly competitive market. The refurbishment of
the art'otel Ku'damm in Berlin was completed at the end of August, providing
this 133 room hotel located in the heart of the city with a complete
modernisation of all its rooms, the installation of sound proof windows and a
new look lobby, bar and public areas.
During the period we have also advanced the implementation of a new yield
management system, which allows us to take account of demand from both the
Carlson Reservation System and our own internet bookings in real time. This
system will enable us to maximise room rates. The project is running on time
and to budget and is expected to be fully rolled out by the end of this year.
Development pipeline
During the first half of 2007 we have continued to work toward our goal of more
than doubling the number of hotel rooms in our portfolio by 2010. This will be
accomplished through the completion of five committed projects in London,
Amsterdam and Germany. In London, the Park Plaza County Hall, a managed
property with 395 rooms, remains on schedule for opening in November. During
the period we undertook an extensive marketing campaign, which has resulted in a
significant level of interest and bookings from corporate and leisure customers.
Work on the Park Plaza Westminster Bridge property, in which the Company has a
33% ownership interest, continues to plan. This new concept apart-hotel being
developed close to Waterloo railway station, is scheduled to open in 2010. The
project is being financed through the sale of its 953 rooms and as of the first
week of September 2007, 70% have been pre- sold. We are also pleased to
announce that planning permission was recently granted to add circa 82 rooms to
current plans. Once completed, the Company will also receive fee income to
manage this hotel.
Outlook
Overall, our hotels continue to perform in line with our expectations. Our
development pipeline of committed projects is progressing to plan and to budget
and we remain confident of the growth potential of the Group beyond these
opportunities. Following our admission to AIM, we are now better placed to
review all appropriate opportunities to further expand the Group's portfolio.
Our integrated business model, strong brands and relationship with Carlson
provide us with an excellent platform from which to take advantage of the
opportunities in our growing target markets.
Owned / co-owned Hotels - Selected Unaudited Operational and Financial
Statistics *
The following table provides certain summary operating statistics for Park
Plaza's owned/co-owned, operated and managed hotels for the periods indicated.
These data have been extracted from Park Plaza's unaudited management accounts
and may therefore not be comparable to Park Plaza's audited results over the
periods shown or to be expected for the full 2007 fiscal year or any future
period.
No. of Occupancy ADR Revpar
rooms
Jan-Jun Jan-Jun Jan - Jan-Jun Jan-Jun Jan - Jan-Jun Jan- Jan -
Dec Dec Dec
Jun
2007 2006 2006 2007 2006 2006 2007 2006 2006
€ € € € € €
Park Plaza 306 95% 95% 95% 147 142 143 139 136 137
Victoria Amsterdam
Vondel Park Plaza 143 78% 77% 81% 102 96 94 79 74 76
(Amsterdam)
Park Plaza Utrecht 120 81% 83% 83% 108 92 96 87 76 79
(Utrecht)
Park Plaza 102 86% 80% 78% 102 95 92 87 76 72
Mandarin Eindhoven
Park Plaza 394 80% 68% 76% 151 148 144 121 101 109
Riverbank
(London)
Plaza on the River 66 76% 58% 72% 285 247 268 217 143 192
(London)
Park Plaza 299 88% 85% 88% 168 147 149 148 125 131
Victoria
(London)
Park Plaza 119 88% 82% 86% 181 160 162 159 131 140
Sherlock Holmes
(London)
* Park Plaza was incorporated on 14 June 2007, but had no operations during the
period under review as the merger of Euro Sea Group and acquisition of Park
Plaza Group did not take place until 17 July 2007. All figures, therefore,
relate to unaudited proforma financial performance. The unaudited proforma
financial information should be read in conjunction with the notes on page 9.
Owned / co-owned Hotels - Selected Unaudited Operational and Financial
Statistics *
The following table provides certain summary operating statistics for Park
Plaza's owned/co-owned, operated and managed hotels for the periods indicated.
These data have been extracted from Park Plaza's unaudited management accounts
and may therefore not be comparable to Park Plaza's audited results over the
periods shown or to be expected for the full 2007 fiscal year or any future
period.
Total Revenue GOP EBITDA
Jan-Jun Jan-Jun Jan - Dec Jan-Jun Jan-Jun Jan - Dec Jan-Jun Jan-Jun Jan - Dec
2007 2006 2006 2007 2006 2006 2007 2006 2006
€ '000 € '000 € '000 € '000 € '000 € '000 € '000 € '000 € '000
Park Plaza Victoria 5,480 4,740 9,934 2,415 2,058 4,526 1,923 1,675 3,682
(Amsterdam)
Vondel Park Plaza 1,929 1,884 4,283 697 941 2,118 353 516 1,729
(Amsterdam)
Park Plaza (Utrecht) 1,675 1,469 2,943 805 625 1,295 689 526 1,106
Park Plaza Mandarin 2,166 1,906 2,689 1,085 855 1,766 919 700 1,463
(Eindhoven)
Park Plaza 8,094 7,306 15,866 3,148 2,642 6,229 1,699 1,444 4,089
Riverbank
(London)
Plaza on the River 1,421 925 2,545 952 540 1,761 829 444 1,537
(London)
Park Plaza Victoria 6,209 5,336 7,126 2,884 2,470 11,070 2,193 1,844 3,894
(London)
Park Plaza Sherlock 2,495 2,086 4,563 1,109 880 2,074 565 368 1,024
Holmes
(London)
* Park Plaza was incorporated on 14 June 2007, but had no operations during the
period under review as the merger of Euro Sea Group and acquisition of Park
Plaza Group did not take place until 17 July 2007. All figures, therefore,
relate to unaudited proforma financial performance. The unaudited proforma
financial information should be read in conjunction with the notes on page 9.
UNAUDITED PRO-FORMA FINANCIAL INFORMATION
The following unaudited pro forma financial information of the Group has been
prepared to show the effect on the consolidated balance sheet of the Group at 30
June 2007, as if the Placing and the acquisition of the Euro Sea Group (which
for accounting purposes is treated as a merger) and the acquisition of the Park
Plaza Group, had occurred at that date, and the effect on the consolidated
statement of operations for the period ended 30 June 2007 as if the acquisition
of the Euro Sea Group (which for accounting purposes is treated as a merger) and
the acquisition of the Park Plaza Group had occurred at 31 December 2006.
The unaudited pro forma financial information has been prepared on a basis
consistent with the Company's accounting policies and reflects the adjustments
described below. This information is prepared for illustrative purposes only
and, because of its nature, addresses a hypothetical situation and it does not
represent the Group's actual financial position nor its actual results of
operations.
The principal adjustments made, are as follows:
• The receipt of the net proceeds and issuance of Shares pursuant to the
placing.
• A fee payable by the company on completion of the Placing to GSI of
approximately Euro 3 million in consideration for GSI agreeing to amend the
facility agreement amongst certain members of the Group and GSI.
• The acquisition of Euro Sea Group (which for accounting purposes is
treated as a merger) in consideration for the issuance of shares which will
be recorded at the book value of net assets acquired.
• The acquisition of Park Plaza Group, being PPHE Holdings, PHH (the holding
company of the entities which own and operate the Park Plaza Vondel), Golden
Wall (the entity which has entered into the Territorial License Agreement)
and the minority shareholding in Riverbank (10%, being the holding company
of the entities which own and operate the Park Plaza Riverbank), Grandis
(10%, being the holding company of the entities which own and operate the
Park Plaza Sherlock Holmes) and Victoria Hotel (5%, being the holding
company of the entities which own and operate the Park Plaza Victoria) in
consideration for the issuance of a certain number of shares.
• The acquisition of the worldwide rights to the art'otel brand name in
consideration for Euro 4 million to be settled by the issuance of shares at
Admission.
• The elimination of all inter-company transactions and balances.
• The disposal at their carrying values of the assets and liabilities of
certain companies.
• The disposal at a gain of approximately Euro 9.3 million of one of the
companies that owns a hotel in Hungary.
• The recognition of a deferred tax asset in the amount of Euro 525,000 on
31 December 2006 in respect of Euro Sea Group's tax loss carry-forward.
• Other adjustments related to the reorganisation which includes the
disposals of certain companies and a dividend distribution by Euro Sea Group
of approximately Euro 9.9 million.
UNAUDITED PROFORMA CONSOLIDATED STATEMENTS OF OPERATIONS
Period end 30 June
2007 2006
€000mm €000mm
Revenues:
Hotel operations 43.5 37.6
Management fees 2.0 1.7
Franchise fees 1.2 1.1
Total revenues 46.7 40.4
Cost of revenues (30.2) (24.7)
Gross profit 16.6 15.8
Depreciation and amortisation (4.7) (4.7)
Other operating expenses (4.6) (5.0)
Profit from operations 7.3 6.1
Financial expenses, net (8.4) (12.2)
Shares in profits of associate (0.1) -
Profit (loss) before income (1.1) (6.1)
taxes
Income taxes, net (0.0) (0.8)
Profit (loss) for the year (1.1) (7.0)
EBITDA (*) 12.0 10.8
EBITDAR (**) 17.3 14.9
(*) Earnings before interest, tax depreciation and amortization.
(**) Earnings before interest, tax depreciation, amortization and rent (hotel
rental).
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
30.06.2007
€000mm
ASSETS
Non-current assets
Property, plant and equipment 175.5
Investment in associates 9.9
Prepaid leasehold payments 27.5
Prepayment tangible fixed assets 0.8
Intangible fixed assets 52.2
Other financial assets 12.0
Total non-current assets 278.0
Current assets
Inventories 0.5
Receivables and other current 3.1
assets
Trade accounts receivable 10.7
Short-term deposits 1.9
Cash and short-term deposits 126.7
Total current assets 143.0
TOTAL ASSETS 421.0
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET (CONT.)
30.06.2007
€000mm
LIABILITIES
Non- current liabilities
Bank loans 196.2
Other financial 2.6
liabilities
Deferred income tax 0.8
liability
Total non-current 199.6
liabilities
Current liabilities
Trade accounts payable 5.3
Payable and other current 15.8
liabilities
Related parties 2.3
Bank loans and overdrafts 26.0
Total current liabilities 49.3
Total liabilities 249.0
EQUITY
Issued capital, share 185.2
premium and capital
reserves
Accumulated deficit (13.2)
Total equity 172.0
TOTAL EQUITY AND 421.0
LIABILITIES
UNAUDITED CONSOLIDATED FINANCIAL INFORMATION
Park Plaza Hotels Limited was incorporated and registered in Guernsey on 14 June
2007, but had no operations during the period ended 30 June 2007 as the merger
of Euro Sea Group and acquisition of Park Plaza Group did not take place until
17 July 2007. No figures for the comparative period exist, as the company was
incorporated subsequent to that period.
BALANCE SHEET
30 June 2007
ASSETS €000s
Cash at bank -
Total assets -
EQUITY
Share capital -
Total equity -
UNAUDITED CONSOLIDATED FINANCIAL INFORMATION
STATEMENT OF CHANGES IN EQUITY
Share Retained Total
capital earnings equity
€ '000 € '000 € '000
At incorporation on 14 June 2007 - - -
Issue of share capital - - -
At 30 June 2007 - - -
UNAUDITED CONSOLIDATED FINANCIAL INFORMATION
CASH FLOW STATEMENT
For the
period from
incorporation
on 14 June 2007
to 30 June 2007
€ '000
Loss or net income for the period -
Cash flow from operations -
Financing activities
Issue of share capital -
Cash flows from financing activities -
Net increase in cash -
Cash at incorporation -
Cash at 30 June 2007 -
UNAUDITED CONSOLIDATED FINANCIAL INFORMATION
NOTES
1. General
Park Plaza Hotels Limited (the 'Company') was incorporated and registered in
Guernsey on 14 June 2007.
The Company was established as a holding company that issued Shares to the
shareholders of Euro Sea Group and Park Plaza Group in consideration for their
interests in Euro Sea Group and Park Plaza Group, see Note 5b.
The Company, upon placing and admission, through its subsidiaries s owns,
operates and manages hotels in Europe, Middle East and Africa under two primary
brands: Park Plaza and art'otel.
The financial statements of the Company were approved for issuance by the Board
of Directors on 7th September 2007.
2. Basis of preparation
The financial information has been prepared as at the date of incorporation 14
June 2007, in accordance with International Financial Reporting Standards and is
presented in Euros.
An income statement has not been prepared as there were no revenues or expenses
in the period after the date of incorporation until 30 June 2007.
The Group intends to prepare its annual financial statements for periods ending
31 December, with the first such financial statements being for the period from
incorporation to 31 December 2007.
3. Taxation
The Company is subject to taxation under the law of Guernsey. The Company has
qualified for exempt status which will result in no Guernsey taxation upon
income it receives, including interest and dividends received, and capital gains
from the disposal of investments.
4. Share Capital
a) The authorised share capital of the Company is represented by an
unlimited number of Ordinary Shares with no par value.
At 14 June 2007
€ '000
Issued and no par value 2 Ordinary Shares -
b) Redemption
The Shares do not carry a right to redemption by shareholders.
5. Post balance sheet events
Concurrent with the Placing and Admission to trading on AIM, the following
transactions have been consummated:
a) Issuance of shares
The Company has offered 15,450,000 Shares and found admission to AIM a market
operated by the London stock Exchange.
NOTES (CONT.)
5. Post balance sheet events (cont.)
b) Merger of Euro Sea Group and acquisition of Park Plaza Group
(1) Merger of the Euro Sea Group
The Euro Sea Group represents a group of companies under common control of the
controlling shareholder of the Company. These companies are principally engaged
in the development, construction, management and operation of hotels in Europe.
See Note 6 for a list of the companies to be included in the merger.
The Euro Sea Group will be merged into the Company in consideration for the
issuance of Shares to the controlling shareholder. As the merger will not be a
business combination within the scope of International Financial Reporting
Standard 3, the Company will account for the merger in a manner similar to a
pooling of interests. Accordingly, the net assets of Euro Sea Group that will be
merged into the Company will be recorded at their book value in the accounts of
Euro Sea Group.
Prior to the merger, Euro Sea Group is going to sell some of its subsidiaries
and to distribute dividend of approximately € 23.5 million to its previous
shareholders.
(2) Acquisition of Park Plaza Group by Euro Sea
This transaction relates to the acquisition at fair value of Park Plaza Group
being Park Plaza Holdings B.V., ParkVondel B.V., Golden Wall Investment Ltd. and
the minority shareholdings in Riverbank (10%), Grandis (10%) and Victoria B.V.
(5%). These entities are principally engaged in holding hotels and providing
management services and franchises, for hotels in Europe, the Middle East and
Africa. See Note 6 for a schedule of the companies to be included in the
acquisition.
The total consideration for the acquisition is € 60,9 million to be settled by
issuance of 30% of the Shares. This acquisition is to be accounted for under the
purchase method and the Company is required to perform an exercise to assess the
fair value of the assets acquired and liabilities assumed and allocate the
consideration accordingly. Any consideration not allocated to identifiable
assets will be recorded as goodwill.
(3) Acquisition of art'otel Rights
This transaction relates to the acquisition of the worldwide rights to use the
art'otel brand name for an unlimited period of time. The consideration is to be
settled by issuance of such number of Shares which at a price equivalent to the
Placing price per Share is equal to € 4 million.
(4) Share option plan
It is the intention of the Board to adopt prior to Admission a 'Share Option
Plan', under which options may be granted over Shares to employees and directors
of the Company, its subsidiaries and jointly owned companies. The principal
terms of the proposed draft Share Option Plan are as follows:
i. Options granted immediately following Admission shall have an
exercise price per Share of the Placing Price. For options which are not granted
immediately following Admission, the exercise price per Share will not be less
than the closing market price of a Share on the day preceding the date of grant.
NOTES (CONT.)
5. Post balance sheet events (cont.)
(4) Share option plan (cont.)
ii. At any time, the total number of Shares issued and/or available
for grant (in a ten- year period) under the Share Option Plan or under any other
employee share scheme which the Company may establish in the future may not
exceed 5% of the Company's issued share capital at that time, For the purpose of
this calculation, any option granted under the Share Option Plan immediately
following Admission are disregarded.
iii. Options granted under the Share Option Plan will generally
become exercisable either three years after the date of the date or after such
other period as the Company's Remuneration Committee may specify on the relevant
option certificate. Unexercised options lapse 10 years after the date of grant.
NOTES (CONT.)
6. Schedule of Companies merged and acquired
Direct and
indirect
Principal activity Country of incorporation holdings %
Euro Sea Group:
EuroSea Hotels N.V Hotel operation and Amsterdam 100
management
The Mandarin Hotel B.V. Hotel operation The Netherlands 100
Suf Holdings B.V. Holding company The Netherlands 100
Victory Enterprises I B.V. Holding company The Netherlands 100
Victory Monument B.V. Holding company The Netherlands 50
V.H.R.I. B.V. Holding company The Netherlands 50
V.H.R.M.S. B.V. Hotel operation The Netherlands 50
Utrecht Victoria Hotel B.V. Hotel operation The Netherlands 50
Victoria Hotel C.V. Hotel operation The Netherlands 50
Riverbank Hotel Operator Ltd. Hotel operation The U.K. 45
Riverbank Hotel Holding B.V. Hotel operation The Netherlands 45
Victoria London Hotel Holding B.V. Hotel operation The Netherlands 45
Victoria Park Plaza Operator Ltd. Hotel operation The U.K. 45
Victoria Pub Holdings B.V. Hotel operation The Netherlands 45
Sherlock Holmes Park Plaza Ltd. Management The U.K. 45
Grandis Netherlands Holding B.V. Management The Netherlands 45
Maralbray Limited Hotel operation The U.K. 33.3
Park Plaza Group:
Park Plaza Hotels Europe Holdings Holding company Amsterdam 100
B.V.
Park Plaza Hotels Europe B.V. Management Amsterdam 100
Park Plaza Hotels (Germany) Services Management Berlin 100
GmbH
Park Plaza Hotels Europe (Germany) B.V Management Amsterdam 100
Sugarhill Investments B.V. Holding company Amsterdam 100
Park Plaza Germany Holdings GmbH Holding company Berlin 100
Park Plaza Berlin Hotel operation Berlin 100
Hotelbetriebsgesellschaft GmbH
Park Plaza Dresden Hotel operation Berlin 100
Hotelbetriebsgesellschaft GmbH
Park Plaza Wallstrasse Hotel operation Berlin 100
Hotelbetriebsgesellschaft GmbH
Art'otel Berlin Mitte / Park Plaza Hotel operation Berlin 100
Betriebsgesellschaft GmbH
Art'otel Berlin City Center West GmbH Hotel operation Berlin 100
Art'otel Dresden / Park Plaza Hotel operation Berlin 100
Betriebsgesellschaft GmbH
Art'otel Budapest Szallodauzemelteto Hotel operation Budapest 100
Kft
Park Vondel Hotel Holding B.V. Hotel operation The Netherlands 100
ParkVondel Hotel Real Estate B.V. Holding company The Netherlands 100
ParkVondel Hotel Management B.V. Holding company The Netherlands 100
Golden Wall Investments Limited Finance company BVI 100
Riverbank Hotel Operator Ltd. Hotel operation The U.K. 10
Riverbank Hotel Holding B.V. Hotel operation The Netherlands 10
Victoria London Hotel Holding B.V. Hotel operation The Netherlands 5
Victoria Park Plaza Operator Ltd. Hotel operation The U.K. 5
Victoria Pub Holdings B.V. Hotel operation The Netherlands 5
Sherlock Holmes Park Plaza Ltd. Management The U.K. 10
Grandis Netherlands Holding B.V. Management The Netherlands 10
This information is provided by RNS
The company news service from the London Stock Exchange
Tuesday, 14th May 2024
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