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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
The Real Hotel | LSE:RHC | London | Ordinary Share | GB0000477843 | ORD 10P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 5.75 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS Number : 9901F The Real Hotel Company PLC 16 October 2008 The Real Hotel Company plc (the "Company" or "Group") Proposed Move to AIM The Board of the real hotel company plc (LSE: RHC) ("the Board") is pleased to announce a proposed move to AIM and the introduction of a new holding company by way of a scheme of arrangement. 1. Summary of the Proposals The proposals involve: (a) putting in place The Real Hotel Group Plc (*New RHC*) as the new holding company of the Group; (b) undertaking a scheme of arrangement (*Scheme*) whereby each shareholder of the Company will receive, in exchange for each existing share in the Company held by them, one new share in New RHC (*New RHC Shares*). New shares in the Company be issued to New RHC so that following the Scheme becoming effective the Company will become a wholly owned subsidiary of New RHC; and (c) application to the London Stock Exchange for the New RHC Shares to be admitted to trading on AIM and the cancellation of the listing of the existing shares of the Company on the Official List and to trading on the London Stock Exchange. The Scheme will not of itself alter the assets and liabilities of the Group and New RHC will effectively have the same business, operations and board of directors as the Company after the Scheme takes effect. Upon the Scheme becoming effective, a shareholder of the Company will have the same proportionate interest in the profits, net assets and dividends of New RHC as he had in the Company before the Scheme became effective. In addition, the rights attached to the New RHC Shares will be identical to the rights attached to the existing shares in the Company. The proposals are conditional upon the sanction of the High Court and the approval of shareholders. The Scheme requires approval by a simple majority in number of shareholders at a meeting convened by the direction of the Court ("Court Meeting") representing not less than 75 per cent of the nominal value of the shares of the Company and at a separate general meeting of the shareholders of the Company ("General Meeting") requiring approval by 75 per cent of shareholders voting. It is expected that the Scheme will be effective and New RHC will be admitted to AIM on 2 December 2008. 2. Background to and Reasons for the Proposals The Board has for some time been considering the future shape of the Group and has been devising a growth strategy for the Group over the next few years. The Board is of the view that this growth strategy rests on the premium limited service sector where the Board believes the Group can build strong asset values from its trading activity for future realisations. As mentioned in the announcement by the Company on 25 June 2008, the Board believes that the traditional mid market is being squeezed by both the extension of four star brands at the higher end and the growth of the budget sector at the lower end of the market, to the extent that the mid market is no longer an attractive sector in which to grow the business of the Group. The Board believes that the Group offers a limited service operation that has economics similar to the budget sector but delivers a guest experience similar to that of a four star hotel. This, the Board believes, comes together in the Group's "purple" branded hotels which are the focus of future growth. As a result, the Board has determined that over time the Group will exit from the traditional mid market sector as and when opportunities arise to focus on the premium limited service sector. Currently, the Group operates a total of ten "purple" branded hotels in the following locations: Braintree, Glasgow, Derby, Doncaster, Peterborough, Baldock, Birmingham, Cambridge, Tewkesbury and Shrewsbury. As mentioned above, it is part of the Group's declared strategy to develop and operate further "purple" branded hotels. The Board is of the view that development of further "purple" branded hotels is constrained within the Group structure and further believes that optimum finance arrangements for the development of further "purple" branded hotels will be achieved as a result of the introduction of a new holding company. The Board believes that as a result of being admitted to trading on AIM, New RHC will have greater flexibility to implement its strategic goals and to focus on its core business activities without the extra regulatory burdens imposed by the Listing Rules of the UK Listing Authority ("Listing Rules") which are, in the Board's opinion, not appropriate to a group of the size of the Group. However, the Board is aware that there are a number of factors which may make the admission of New RHC to AIM less attractive for certain shareholders of the Company. It should be noted that the obligations of New RHC, once admitted to AIM and subject to the AIM Rules for Companies ("AIM Rules"), will be similar in many respects to those of the Company, which is subject to the regime of the Listing Rules, except in the following key areas: * under the AIM Rules a nominated adviser (NOMAD), which has ongoing responsibilities to New RHC and the London Stock Exchange, is required to be retained by New RHC at all times. KBC Peel Hunt, which is the Group's existing financial adviser and broker, has agreed to be appointed as New RHC's NOMAD and broker; * for future transactions by New RHC, prior shareholder approval under the AIM Rules is only required for reverse takeovers and disposals that result in a fundamental change of business whereas under the Listing Rules a broader range of transactions require prior shareholder approval; * there is no requirement under the AIM Rules for the production of a prospectus or admission documents for further issues of shares or other securities which are to be traded on AIM except to the extent required by law which would include the admission of a new class of securities to such trading; and * certain securities laws will not apply to New RHC when it is admitted to trading on AIM, for example, the Disclosure and Transparency Rules and the Prospectus Rules. This is because AIM is not a regulated market for the purposes of the European Union's laws relating to securities. Shareholders should also note that it is not possible to hold shares in New RHC, when admitted to trading on AIM, in PEPs and ISAs and the Board understands that any shareholders whose shares in the Company are held in a PEP or an ISA will have a period of 30 days from the date that the Scheme becomes effective and shareholders are deemed to receive New RHC Shares to decide whether to transfer those shares into their own name or sell those shares and retain the proceeds within the relevant PEP or ISA. 3. Recommendation The Board believes that the proposals are in the best interests of the Company and its shareholders and recommends shareholders vote in favour of the proposals at the Court Meeting and General Meeting. 4. Posting of Documents The Company has today posted the following documents to shareholders to give effect to the proposals: (a) a Scheme circular setting out the detailed background and reasons for the proposals, the introduction of a new holding company by means of the Scheme, details, terms and conditions and timetable to give effect to the Scheme, action to be taken by shareholders and convening the Court Meeting and General Meeting required to implement the Scheme for 10 November 2008; and (b) necessary forms of proxy to enable shareholders to vote at the Court Meeting and General Meeting. An announcement has also today been released giving details of the proposals for the purposes of Rule 2 and Schedule 1 to the AIM Rules. For further information please contact: RHC plc: 020 8233 2001 Michael Prager, Chief ExecutivePaul Mitchell, Chief Financial Officer Adhoc PR 020 7483 0030 Deborah Parritt Notes to Editors: The Real Hotel Company plc The Real Hotel Company is more than just a name. It is a statement of the Company's core values. To deliver the rich traditions of hotel keeping to a 21st century market in a low cost environment. In short to be real hoteliers. The Company is an owner, operator and developer of branded hotels in the UK and Europe and operates 55 owned, leased or managed hotels in the UK, France, Germany and Belgium. It also operates the New Connaught Rooms conference and banqueting suite situated in London's Covent Garden. The Company owns the Purple Hotels* limited service brand - 'a real hotel for the price of an inn' which differentiates itself by adding a touch of style and cool to a sector that has, so far, defined itself only by price. It also operates hotels under the franchise Choice brands of Quality, Comfort and Clarion as well as six Stop Inn hotels. The management team has considerable experience in the hotel sector. Michael Prager was Managing Director of Utell International and held senior positions in Intercontinental and Radisson Hotel groups. Paul Mitchell was formerly Vice President of Financial Planning and Control for Europe, Middle East and Africa at Intercontinental Hotel Group in addition to holding senior finance positions in Granada, Forte and Allied Lyons. This information is provided by RNS The company news service from the London Stock Exchange END MSCDGMMGLVFGRZG
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