Potential Offer (3044Y)

TIDMJPLH

RNS Number : 3044Y

Japan Leisure Hotels Ltd

20 December 2010

20 December 2010

Japan Leisure Hotels Limited

("JPLH" or the "Company")

Potential Offer for the Company

Funds managed by DKR Oasis Management Company, LP ("DKR Oasis") own approximately 87.6% of the Company's issued share capital. DKR Oasis recently informed the Board that it wanted to exit its investment in the Company and was taking active steps to achieve this end. There are a number of ways such an exit could be structured including an offer being made for its shares or a sale of the Company's assets.

The Takeover Panel has ruled that an offer for the Company will be subject to the City Code on Takeovers and Mergers (the "Code"). If an offer is made under the Code, DKR Oasis is in a position to deliver control of the Company by selling its shares (in which event the buyer will be required to make a cash offer on no less favourable terms to the remaining minority shareholders) or by providing an irrevocable undertaking to accept a takeover offer made for the Company's shares.

Under the AIM Rules, the Company cannot liquidate its assets without first obtaining the approval of shareholders in general meeting. At any such meeting, DKR Oasis would be in a position to vote through the required resolution. Although DKR Oasis does not currently control the Board, and so cannot force the Board to enter into contracts to liquidate its investments in the Bonita hotel portfolio, DKR Oasis can under Guernsey law gain control of the Board or requisition shareholder meetings to achieve its ends should it wish to do so.

The Board has recently been working with DKR Oasis to help maximise any sale proceeds for the benefit of all shareholders but it is not anticipated that the proceeds of any offer for the Company will deliver a premium to the current share price and it may even result in a discount.. Also, a sale of the assets to realise value in the short term is likely to be at a substantial discount to the previously announced net asset value per ordinary share which was based on the value of the assets on a going concern basis..

The Board believes that given additional time it might be possible to deliver greater value to shareholders than has been offered to date and is in discussions with DKR Oasis to explore whether it would be prepared to exit its investment in the Company over a longer timeframe.

The Board is willing to consider proposals from any new party interested in considering an offer for the Company or its assets. The asset manager New Perspective has indicated its willingness to continue as manager or alternatively to resign in order to facilitate any preferred exit structure

A further announcement updating shareholders will be made when appropriate. There can be no certainty that any offer will be made nor as to the terms on which any offer may be made.

In accordance with Rule 2.10 of the Code, the Company confirms that, as at 20 December 2010, it had 44,100,002 ordinary shares in issue. The International Securities Identification Number (ISIN) reference for these securities is GG00B28QMS50 and the SEDOL code is B28QMS5.

In accordance with Rule 19.11 of the Code, a copy of this announcement will be published on the Company's website: www.japanleisurehotels.com.

Enquiries:

 
 Asset Manager 
 Steve Mansfield                        [phone] 
 
 Shore Capital and Corporate Limited 
  (NOMAD to the Company) 
 Dru Danford 
 Stephane Auton                         020 7408 4090 
 
 Pelham Bell Pottinger                  020 7861 3112 or 07802 442 
 Archie Berens                           486 
 

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the tenth business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the tenth business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

This information is provided by RNS

The company news service from the London Stock Exchange

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