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NH Italia SRL signs an agreement with Joker Participazioni SRL and Banca Intesa SPA for the takeover of Jolly Hotels SPA
[15/11/2006]
On the current day and in relation to a project aimed at the creation of an international primary hotel chain, NH Italia SRL. - joint venture between one of the main international hotel operators, NH Hoteles SA (51%) and Banca Intesa SPA.(49%)- along with Joker Participazioni SRL ("Joker")- the current major shareholder of Jolly Hotels S.p.A. ("Jolly Hotels")-, have signed a master agreement which sets out a number of transactions that will allow NH Italia to become the controlling shareholder of Jolly Hotels S.p.A. (hereinafter the "Agreement").
NH Hoteles is one of the main international hotel operators and ranks third among European business hotels. It currently operates 269 hotels with 38,967 rooms in 19 countries among Europe, Latin America and Africa and a pipeline of 25 new projects comprising 5,000 new rooms. The market positioning in Italy of Jolly Hotels, The know how and the expertise of an international hotel operator as NH Hoteles and the Institutional presence across the country of Banca Intesa, represent the basis of an important operation aimed at the creation of the Italian largest hotel chain, which guarantees, at the same time, a great capacity for growth.
In particular, the Agreement contemplates that, before 30th November, 2006, the parties shall carry out the following operations.
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The setting-up of a new limited liability company named "Grande Jolly SRL" ("Grande Jolly"), with an initial share-capital of Euro12 million, fully subscribed and paid up to for an amount equal by NH Italia (51%), by Joker (42%) and by Banca Intesa (7%) ("Initial Share-Capital"). |
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NH Italia, Joker, Banca Intesa and Grande Jolly shall execute a shareholders agreement in order to regulate the governance of Jolly Hotels and Grande Jolly and the lock up provisions concerning the shareholding held by Joker in Jolly Hotels and Grande Jolly. The execution of the shareholders agreement will allow NH Italia to appoint the majority of the members of Grande Jolly’s Board of Directors and, eventually, Jolly Hotels. |
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NH Italia, which currently owns 4,000,001 ordinary shares equal to 20% of the entire share-capital of Jolly Hotels, shall contribute in kind, through a share capital increase reserved to NH Italy, its entire shareholding in Jolly Hotels to Grande Jolly. |
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Joker, which currently owns 9,964,609 ordinary shares and 45,716 saving shares equal to 49.97% of the entire share-capital of Jolly Hotels, shall execute a forward sale agreement, which will provide for the transfer to NH Italia of a number ordinary shares equal to 25.7% of the share capital of Jolly Hotels for a price of Euro 25 per share, and for a total consideration of Euro 128.5 million, on a date before the next 31st July, 2007. Such sale shall be carried out by Joker, alternatively:
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Through the sale at the price of the corresponding value in cash that will be partially be reinvested in Grande Jolly through a Euro 82.3 million share capital increase fully subscribed and paid up or; |
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Through a capital increase of Grande Jolly reserved to Joker contributed with the 25.7% of the shares of Jolly. |
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Following the execution of the described transactions, further capital increases of Grande Jolly will be resolved and subscribed in order to grant Banca Intesa, NH Italia and Joker to maintain the shareholdings initially held in Grande Jolly. |
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Joker shall execute with Grande Jolly a put and call option agreement relating to the residual shareholding held by Joker in Jolly Hotels, equal to 24,4 % of the share-capital of Jolly Hotels, for a strike price of Euro 25 per share for a total consideration of Euro 121.7 million. Such put and call agreement shall provide for:
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A selling right of Joker, that can be exercised until 31st December, 2009; and; |
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A purchasing right of Grande Jolly that can be exercised during November of 2007 for the same total consideration of Euro 22.1 million. |
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Banca Intesa, which currently owns 884,289 ordinary shares equal to 4.4% of the entire share-capital of Jolly Hotels, will execute with Grande Jolly a put and call option agreement relating to such holdings for a strike price of Euro 25 per share. Such put and call option agreement shall provide for:
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A selling right of Banca Intesa, that can be exercised until 31st October, 2007 for a total consideration of Euro 22.1 million and; |
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A purchasing right of Grande Jolly that can be exercised during November of 2007 for the same total consideration of Euro 22.1 million. |
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With reference to the entire shareholding that Joker will hold in Grande Jolly and to guarantee the success of the aforementioned operation and the conversion of the saving shares into ordinary shares, Joker will execute with NH Italia a second put and call option agreement relating to such holdings. Such put and call agreement shall provide for:
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A selling right of Joker, that can be exercised until 31st December, 2010 at a price of Euro 25 per share and; |
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A purchasing right of NH Italia that can be exercised starting from the expiration of the term aforementioned and for the following 6 month period at the same price of Euro 25 per share. |
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The total value consideration of the share holding related to this contract totals Euro 87.4 million in the event that, in regard to the sell and purchase option agreement described above, Joker chose to be paid in cash. In the event that Joker chose the other alternative, the total value consideration would amount to Euro 133.5 million. |
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Joker shall appoint Spafid SPA as trustee [mandato di amministrazione fiduciaria] regarding the shareholdings of Joker in Jolly Hotels and Grande Jolly, with the instructions of carrying out any required activity in order to finalize certain transactions and certain transfers in favor of Grande Jolly, according to the provisions of the Agreement. The voting rights and any linked right, related to the shareholding in Jolly Hotels equal to 25,7%, shall be exercised by the trustee pursuant to the instructions issued by Grande Jolly until the closing of such shareholdings’ transfer to the latter. |
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The Parties have undertaken to grant that the extraordinary meeting of shareholders and the special meetings of saving shareholders of Jolly Hotels will be held in order to resolve the mandatory conversion of the saving shares into ordinary shares on the basis of one ordinary share per every one saving share held.
The coverage of the operations aforementioned will be guaranteed through a series of financial instruments conceded by Banca Intesa.
The effectiveness of the Agreement and the transactions provided for by the Agreement, is subject to the condition precedent of the clearance of the competent Antitrust Authority.
The transactions, shall trigger the mandatory total takeover bid by Grande Jolly of the outstanding ordinary shares of Jolly Hotels (all the ordinary shares which are not owned by Grande Jolly, NH Italia, Joker and Banca Intesa), at the same price of Euro 25 per share, within 30 days from the occurrence of the aforementioned condition precedent.
The mandatory tender offer will be paid in cash by Grande Jolly for a maximum total consideration of Euro 128 million.
In the event that the mandatory takeover would allow for owning a shareholding higher than 90% of the ordinary share-capital of Jolly Hotels, the bidder will make a residual takeover within the terms provided for by the legislation in force, in order to achieve the delisting of Jolly Hotels.
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