Preliminary
India Hospitality Corp.
23 February 2007
FOR IMMEDIATE RELEASE 23 February 2007
INDIA HOSPITALITY CORP
India Hospitality Corp files consolidated financial statements for the period
ending December 31, 2006.
New York, NY. - February 23, 2007 - India Hospitality Corp. (LSE: IHC), today
announced that it has filed consolidated financial statements for the period May
12, 2006 (inception) to December 31, 2006. For the period from May 12, 2006 to
December 31, 2006, the company generated an operating loss of $844,525 and
pre-tax profit of $1,266,390 or $0.08 per share. As of December 31, 2006, the
company had $99.6 million in cash.
About India Hospitality Corp.
India Hospitality Corp. is a Special Purpose Acquisition Corporation (SPAC)
created to initially pursue partnerships only of an Indian business, businesses
or assets focused on the hospitality, leisure, tourism, travel and related
industries, including but not limited to hotels, resorts, timeshares, serviced
apartments and restaurants. While the company's potential partnerships could
come from any of these sectors, the primary focus will be on the hospitality
industry. It expects to pursue these initiatives initially only in India.
In August of 2006, the company raised $100 million in an IPO and is listed on
the Alternative Investment Market, 'AIM', a market operated by the London Stock
Exchange, under the ticker IHC. The company is sponsored by Hayground Cove Asset
Management LLC, a New York-based investment management firm with approximately
$2.0 billion under management. Jason Ader, the company'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 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.
This press release contains certain forward-looking statements. Statements
containing expressions such as 'may,' 'will,' 'project,' 'might,' 'expect,'
'believe,' 'anticipate,' 'intend,' 'could,' 'would,' 'estimate,' 'potential,'
'continue,' or 'pursue,' or the negative or other variations thereof or
comparable terminology used in India Hospitality Corp.'s press releases and in
its reports filed with the Securities and Exchange Commission are intended to
identify forward-looking statements. These forward-looking statements, which are
included in accordance with the Safe Harbor provisions of the Private Securities
Litigation Reform Act of 1995, may involve known and unknown risks,
uncertainties and other factors that may cause India Hospitality Corp.'s actual
results and performance in future periods to be materially different from any
future results or performance suggested by the forward-looking statements in
this press release. Although India Hospitality Corp. believes the expectations
reflected in such forward-looking statements are based upon reasonable
assumptions, it can give no assurance that actual results will not differ
materially from these expectations. These risks, uncertainties and other factors
are discussed in India Hospitality Corp.'s final prospectus, copies of which are
available from the company upon request Readers are cautioned not to place undue
reliance on forward-looking statements, which speak only as of the date of this
press release. India Hospitality Corp. does not undertake, and specifically
disclaims any obligation, to publicly release the result of any revisions that
may be made to any forward-looking statements to reflect the occurrence of
anticipated or unanticipated events or circumstances after the date of such
statements.
FOR FURTHER INFORMATION CONTACT:
Investor Relations Contact:
Integrated Corporate Relations
William Schmitt
203-682-8265
Buchanan Communications
Richard Darby, Isabel Podda
+44 207 466 5000
Chairman's Statement
Business Outlook in India
The Indian financial markets are at or near all-time highs as economic and
corporate governance reforms have become the focal point of governmental and
regulatory authorities. We continue to believe India is positioned to become one
of the world's most influential economic centers and is gaining a significant
role in the world economy.
• The Indian economy is growing at more than 8 percent a year, the second
fastest growth in the world after China's 10 percent.
• India's middle class of 300 million is the size of the total population of
the United States and 10 times that of Canada, and is expected to grow to
500 million by 2010. The increasing purchasing power of the middle class has
largely been a direct result of India's recent growth.
• India's economy is projected to surpass Italy's within a decade,
Britain's within 15 years and within 30 years is projected to be the third
largest economy in the world after the United States and China.
• India's economic prospects are so bright that foreigners have invested in
more than 1,000 Indian companies- a record for any country outside the U.S.
We believe economic growth is likely to remain strong this year, driven by
booming investment and consumption, and most Indian economists expect 8% to 10%
growth over the next five years.
We believe that the Indian hospitality industry, including industries related to
travel, restaurants and hotels, will sustain continued growth.
• Airline Sector. India's airline sector is undergoing major changes with
the rise of private Indian airlines. India's move towards an 'open skies'
policy will continue to make air travel more available and affordable,
benefiting both foreign and private Indian airlines. Strong growth in
India's domestic airline passenger market is expected on account of the
increasing purchasing power of the middle class and increasing supply from
low cost carriers. Four budget airlines entered the Indian market in 2005
and four more in 2006. With more seats available, consumers can expect
cheaper air fares, and demand should rise.
• Restaurant Sector. The rapid growth of the Indian economy has arguably
benefited the restaurant sector the most. The surge in spending power for
India's middle class has led to an explosion in the restaurant business and
significant expansion across the country.
• Hotel Sector. Demand for hotel rooms is soaring in India as its economy
blossoms. India offers only 110,000 hotel rooms-China has 10 times as many,
and the United States 40 times as many. The New York metropolitan region
alone has about as many rooms as all of India. The demand for hotel rooms is
likely to continue to outpace supply during the next five years.
We believe that these positive trends in the industries in which we are pursuing
acquisitions will translate into strong results once we complete an acquisition.
Corporate Governance and Responsibilities
India Hospitality Corp. believes in good principles of corporate governance in
accordance with AIM rules and best practice guidance and applies the guidance to
the extent that it is practical, given the current size and nature of our
business. Certain disclosures may be limited due to the lack of substantial
business operations during the period.
Risk Management
India Hospitality Corp. has not commenced any trading or investment activities
and consists primarily of approximately $97m of cash held in trust, pending a
Qualified Business Combination.
When a Qualified Business Combination is completed, India Hospitality Corp. will
either amend its own risk management procedures or assume those of the acquired
businesses if they are of the standard required by the board. Otherwise the
Company will design and implement additional controls and procedures to mitigate
risk and these will be approved by the board.
The directors feel that India Hospitality Corp. has adequate controls and
procedures around cash transactions and will consider the use of hedging
instruments such as derivatives contracts to mitigate currency and interest rate
risk to the business as they commence trading. The board of directors comprises
5 non-executive directors and 2 executive directors and has established an
Investment Committee to oversee and approve investments prior to seeking
approval from the board.
The Company engages an asset manager, Hayground Cove Asset Management LLC, who
is registered with the US Securities and Exchange Commission and meets internal
control requirements set by the Commission. The asset manager assists in
determining and managing the risks to the business primarily through
acquisitions.
Remuneration
Raj Nandiwada is the Executive Director for the Company. His services are
engaged via Hayground as a consultant to the Company. Christa Short is a
director of the Company and also serves on the Investment Committee of the
Company. For their services to the Company during the year Raj Nandiwada and
Christa Short are entitled to $75,000 each in compensation.
No other compensation was awarded to any directors or executives of the Company
during the year. Compensation to directors and executives is discretionary and
determined by the board. Reasonable out of pocket expenses incurred by directors
and executives in relation to their services to the Company are reimbursed by
the Company.
The directors have accepted responsibility for preparation of the financial
statements for the financial period which give a true and fair view of the state
of affairs of the Company and of the profit of the Company for that period. In
preparing those financial statements, the directors accept responsibility for:
• Selecting suitable accounting policies and then applying them
consistently;
• Making judgments and estimates that are reasonable and prudent; and
• Preparing the financial statements on the going concern basis unless it is
inappropriate to presume that the Company will continue in business.
The directors accept responsibility for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
Company and to enable them to ensure that the financial statements comply with
the laws of the Cayman Islands. They also accept responsibility for safeguarding
the assets of the Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
Approved and signed for on behalf of the board.
JASON N. ADER, CHAIRMAN
INDEPENDENT AUDITOR'S REPORT TO THE SHAREHOLDERS OF INDIA HOSPITALITY CORP.
We have audited the consolidated financial statements of India Hospitality Corp.
for the year ended 31 December 2006 which comprise Consolidated Income
Statement, the Consolidated Balance Sheet, the Consolidated Cash Flow Statement,
the Consolidated Statement of Changes in Equity and the related Notes 1 to 13.
These consolidated financial statements have been prepared under the accounting
policies set out therein.
This report is made solely to the Company's members. Our audit work has been
undertaken so that we might state to the Company's members those matters we are
required to state to them in an auditors' report and for no other purpose. To
the fullest extent permitted by law, we do not accept or assume responsibility
to anyone other than the company and the company's members as a body, for our
audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
The directors are responsible for preparing the Annual Report and the
consolidated financial statements in accordance with International Financial
Reporting Standards (IFRS) as adopted by the European Union. Our responsibility
is to audit the consolidated financial statements in accordance with
International Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the consolidated financial statements
give a true and fair view and whether the consolidated financial statements have
been properly prepared in accordance with Note 1 of the financial statements.
We read other information contained in the Annual Report and consider whether it
is consistent with the audited consolidated financial statements. The other
information comprises only the directors' report. We consider the implications
for our report if we become aware of any apparent misstatements or material
inconsistencies with the consolidated financial statements. Our responsibilities
do not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing
(UK and Ireland) issued by the Auditing Practices Board. An audit includes
examination, on a test basis, of evidence relevant to the amounts and
disclosures in the consolidated financial statements. It also includes an
assessment of the significant estimates and judgments made by the directors in
the preparation of the group financial statements, and of whether the accounting
policies are appropriate to the group's circumstances, consistently applied and
adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the consolidated financial
statements are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the consolidated financial
statements.
Opinion
In our opinion:
• the consolidated financial statements give a true and fair view, in
accordance with IFRS as adopted by the European Union, of the state of the
group's affairs as at 31 December 2006 and of its profit for the year then
ended;
• the consolidated financial statements have been properly prepared in
accordance with Note 1.
Ernst & Young LLP
Registered auditor
London
21 February 2007
CONSOLIDATED INCOME STATEMENT
For the period 12 May 2006 to 31 December 2006
For the period from 12
May 2006 to 31 December
2006
Note $
Administrative expenses 4 (844,525)
Operating loss (844,525)
Finance revenue 2,110,915
Profit before tax 1,266,390
Income tax -
Profit for the period attributable to equity holders of the parent 1,266,390
Note $ per share
Earnings per share for continuing operations
Basic, for profit for the year attributable to ordinary equity holders of 7 0.08
the parent
CONSOLIDATED BALANCE SHEET
As at 31 December 2006
31 December 2006
Note $
ASSETS
Current assets
Cash 3 99,592,211
Other receivables 6 430,447
Prepaid expenses 127,298
Total assets 100,149,956
EQUITY & LIABILITIES
Equity attributable to equity holders of the parent
Called up share capital 8 21,334
Share premium account 98,523,828
Retained profit 1,266,390
Total equity 99,811,552
Current liabilities
Financial liabilities - loans due to related parties 9 6,000
Accrued expenses 5 332,404
Total liabilities 338,404
Total equity and liabilities 100,149,956
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the period 12 May 2006 to 31 December 2006
Share Capital Share premium Retained Total equity
earnings
$ $ $ $
On incorporation - - - -
Profit for the period - - 1,266,390 1,266,390
Total income and expense for the period - - 1,266,390 1,266,390
attributable to equity holders of the parent
Issue of share capital 23,417 102,982,835 - 103,006,252
Redemption of share capital (2,083) - - (2,083)
Transaction costs recognised directly in equity - (4,459,007) - (4,459,007)
As at 31 December 2006 21,334 98,523,828 1,266,390 99,811,552
CONSOLIDATED CASH FLOW STATEMENT
For the period 12 May 2006 to 31 December 2006
For the period from 12
May 2006 to 31 December
2006
$
Operating activities
Operating loss (844,525)
Working capital adjustments:
Increase in prepaid expenses (127,298)
Increase in accrued expenses 332,404
Net cash flow from operations (639,419)
Investing activities
Interest received 1,680,468
Cash flows from investing activities 1,680,468
Financing activities
Issue of share capital 103,006,252
Redemption of share capital (2,083)
Proceeds from borrowings 6,000
AIM admission expenses (4,459,007)
Cash flows from financing activities 98,551,162
Net increase in cash 99,592,211
Cash at incorporation -
Cash at 31 December 2006 99,592,211
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Company information and basis of preparation
Company information
The consolidated financial statements of India Hospitality Corp. for the year
ended 31 December 2006 were authorized for issue in accordance with a resolution
of the directors on 13 February 2007. The Company was incorporated in the Cayman
Islands on 12 May 2006 and its shares are publicly traded on the Alternative
Investment Market of the London Stock Exchange (IHC LN). As of 31 December 2006,
the company had a wholly owned operating subsidiary incorporated in Mauritius.
The Company expects to conduct business, including the making of acquisitions,
through its Mauritius subsidiary. The principle activities of the Group are
described in Note 12.
Basis of preparation
The consolidated financial statements ('financial statements') have been
prepared on a historical cost basis and are presented in US dollars. The
functional currency of the Company is US dollars.
Statement of compliance
The consolidated financial statements of India Hospitality Corp. and all its
subsidiaries have been prepared in accordance with International Financial
Reporting Standards (IFRS).
Basis of consolidation
All intra-group balances, transactions, income and expenses and profits and
losses resulting from intra-group transactions that are recognised in assets are
eliminated in full. Subsidiaries are fully consolidated from the date of
acquisition, being the date on which the Group obtains control, and continue to
be consolidated until the date that such control ceases.
2. Summary of significant accounting policies
Loans and borrowings
Loans and borrowings are initially recognized at fair value less directly
attributable transaction costs. After initial recognition, loans and borrowings
are subsequently measured at amortised cost using the effective interest rate
method.
Cash
Cash in the balance sheet comprises cash at bank and in hand.
Taxation
The Company is incorporated as a tax exempt company under Cayman Islands law and
is not subject to any taxes in the Cayman Islands. No income tax is chargeable
to the income statement or the statement of changes in equity in the current
period.
Revenue recognition
Revenue is recognized to the extent that it is probable that the economic
benefits will flow to the Company and the revenue can be reliably measured.
Finance revenue
Revenue is recognized as interest accrues (using the effective interest method
that is the rate that exactly discounts estimated future cash receipts through
the expected life of the financial instrument to the net carrying amount of the
financial asset).
Equity transaction costs
Transaction costs directly attributable to the issue of share capital upon
admission to AIM are recorded in the share premium account.
3. Cash
$
Cash in Trust Account (a)(b) 97,918,925
Cash in Working Capital Account 1,673,286
99,592,211
a) Cash in the Trust Account is held in trust by the Trustee, Continental
Transfer and Trust Company. The cash is restricted for use and is only released
to the Company on the consummation of the Company's first approved business
combination. If no business combination is consummated, the Trust Account will
be distributed solely to the Shareholders that participated in the Offering of
shares on Admission to AIM. Details of the potential distribution are outlined
in the AIM Admission Document dated July 26, 2006. The first $500,000 of accrued
interest was released from the Trust Account on September 20, 2006 and
transferred for use in the Working Capital account.
b) Cash in the Trust Account was invested at an average annualized interest rate
of approximately 5.30%.
4. Administrative Expenses
$
Financial advisor fee (Banyan Tree Capital) 140,000
Travel expenses 129,523
Directors & officers insurance 90,927
Sponsor fee (Hayground) 70,000
Nomad fee (Deutsche Bank) 50,000
Audit fee (Ernst & Young LLP) 102,404
Remuneration to directors and officers 150,000
Legal expenses 20,507
Bank charges 786
Investor relations fees 90,378
844,525
5. Accrued Expenses
$
Due to Financial advisor 20,000
Due to Sponsor 10,000
Due to Nomad 50,000
Due to auditors 102,404
Due to directors and officers 150,000
332,404
6. Other receivables
Other receivables comprise interest receivable on the trust and working capital
bank accounts. The credit risk in relation to this receivable is the default of
the counterparty and the maximum exposure is the carrying value of the
receivable.
7. Earnings per share
Earnings per share figures are calculated in accordance with IAS 33, Earnings
per Share. Basic earnings per share amounts are calculated by dividing profit
for the period attributable to ordinary equity holders of the Company by the
weighted average number of ordinary shares outstanding during the period. The
following reflects the income and share data used in the total operations basic
earnings per share computations:
Profit attributable to equity holders of the parent $ 1,266,390
Weighted average number of ordinary shares for basic earnings per share 15,995,351
There are no dilutive instruments in issue
8. Share Capital
Authorised
31 December
2006
$
200,000,000 ordinary shares of $0.001 200,000
Allotted, called up and fully paid
31 December
2006
$
4,166,667 ordinary shares of $0.001 each 4,167
17,166,667 units of $0.001 each 17,167
21,334
The Company was incorporated and registered in the Cayman Islands on 12 May
2006. On incorporation, one subscriber share of $0.001 was issued at a price of
$0.001. On 30 May 2006, 6,250,000 ordinary shares were issued at a price of
$0.001 and one subscriber share was repurchased by the Company at $0.001.
The Company will dissolve and promptly distribute the amount held in the trust
account if the Company does not consummate a Qualified Business Combination
within 12 months after the Admission Date (or, if extended by a majority of
votes cast at a general meeting of ordinary shareholders at which a quorum is
present). A Qualified Business Combination is a business combination which,
either by itself or when combined with all of our previous business
combinations, has an aggregate Transaction Value of at least 50% of the initial
amount held in the trust account. $96,750,002 was initially held in trust.
A unit comprises 1 ordinary share and 2 warrants. The nominal value of the
shares is $.001 and the warrants is nil. There are 34,333,334 warrants
outstanding at December 31, 2006. Each warrant is exercisable for one ordinary
share at $5. The warrants will become exercisable on the later of: 1) the
completion of a Qualified Business Combination or 2) one year after the
Admission Date, if a business combination, but not a qualified business
combination, has occurred before that date (or, if extended by a majority of
votes cast at a general meeting of ordinary shareholders at which a quorum is
present).
All shares are ordinary shares and rank equally.
Share capital:
Share capital:
At the beginning of the period -
Issued during the period 23,416,667
Redeemed during the period (2,083,333)
At the end of the period 21,333,334
9. Loans due to related party
$6,000 unsecured loan from Hayground Cove Asset Management LLC ('Hayground') The
loan is unsecured and bears no interest. The loan is repayable upon call by
Hayground. The fair value of the loan is not materially different to the book
value.
10. Related Party Disclosures
The Company's Chairman and Chief Executive Officer, Mr. Jason Ader, is also
Chief Executive Officer of Hayground (and is also a major shareholder in that
company). During the period, the Company entered into the following transactions
with Hayground:
The Company received a loan from Hayground as described in note 9.
As described in note 11, Hayground has contracted contingently to provide
services to the Company.
The directors and officers of the Company during the year and their shareholding
in the Company at year end were:
Director Shareholding
Jason Ader- Chairman and CEO (Executive Director)(1) -
Andrew Sasson - Director and COO (Executive Director) 35,088
Christa Short - Non-executive director 75,000
Pawan Munjal - Non-executive director 35,088
Anthony Juliano - Non-executive director 35,088
Mavinder Puri - Non-executive director 35,088
Rajeev Talwar - Non-executive director 35,088(2)
(1) Mr. Jason Ader does not directly own any shares in the Company. He is the
beneficial owner of a proportion of the shares owned by funds in which he
invests and manages. The total amount of shares held by Hayground related
companies and managed funds is 8,322,394.
(2) held on his behalf by Hayground Cove.
During the period Christa Short and Raj Nandiwana were entitled to $75,000 each
for services to the Company. Raj Nandiwana is the Senior Vice President, New
Business Development engaged by the Company as a consultant and is considered
key management personnel of the Company.
During the period the Company purchased directors and officers insurance on
behalf of the directors and officers of the Company, refer to note 4. No further
short-term employee benefits, post employment benefits, other long term
benefits, termination benefits or share based payments were paid or are payable
at period end to directors or officers of the company.
11. Future Commitments
The Company entered into the following agreements on 30 May 2006:
Services Agreement
Under this agreement, Hayground agreed to provide certain related administrative
services to the Company for a monthly fee capped at $10,000. It has and will
continue to:
• Provide administrative services as may be required from time to time,
including the administration of the Company's day-to-day activities,
accounting and controller-related services; and
• Make available to the Company the services of certain of Hayground's
directors and other employees.
Strategic Advisory agreement
Under this agreement, Banyan Tree Capital Limited has been appointed exclusive
strategic advisor which will provide advisory services to the Company and its
Mauritius subsidiary with regard to the acquisition of assets for a monthly fee
capped at $20,000. As part of the consideration for its advisory services,
Hayground is required to provide 166,667 shares out of their shares in the
Company to Banyan Tree Capital, subject to satisfaction of each of the following
conditions:
• The completion of a Qualified Business Combination;
• The date that is one year after the completion of a Qualified Business
Combination (the'Trigger Date') has passed; and
• Our ordinary share price is greater than 1.0x the Sensex hurdle rate on
the Trigger Date or, if our ordinary share price is below the Sensex hurdle
rate on the Trigger Date, the ordinary share price must have exceeded the
Sensex hurdle rate for 20 consecutive trading days at any time prior to that
date. The Sensex hurdle rate is defined as the Sensex index performance over
the duration of time from the closing date of this offering to the Trigger
Date.
Banyan Tree will also be transferred additional ordinary shares equal in value
to US$700,000, based on the Strike Price (as defined below) at such time
following the Trigger Date, as our ordinary share price reaches a price that is
equal to a 150% threshold above $6 offering price (the 'Strike Price'). The
maximum number of shares transferred under this award is 46,667. The right of
Banyan Tree Capital to receive the ordinary shares will expire 36 months from
July 26, 2006.
12. Principal activities of the Group
The Group intends to acquire, through one or more stock purchase, acquisitions
or other business combinations, businesses or assets in India focused on the
hospitality, leisure, tourism, travel and related industries, including but not
limited to hotels, resorts, timeshares, services apartments and restaurants.
The company has not commenced trading or investing activities during the year.
13. Interests in subsidiary undertakings
During the period the company formed a new wholly owned subsidiary, IHC
Mauritius Corp. which is incorporated in Mauritius and has not commenced any
trading or investment activities. IHC Mauritius Corp. has issued 100 ordinary
shares with a nominal value of $1 each.
This information is provided by RNS
The company news service from the London Stock Exchange