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International Hotel Investments Plc

M&A Activity Aug 10, 2015

2045_rns_2015-08-10_8b21ddc9-19c7-4093-b00d-dfaad8245a4f.pdf

M&A Activity

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COMPANY ANNOUNCEMENT

Transfer of ownership of the shares in Island Hotels Group Holdings plc ("IHGH") and settlement by International Hotel Investments plc ("IHI")

IHI refers to the offer made to shareholders of IHGH pursuant to a Voluntary Public Bid launched in terms of Chapter 11 of the Listing Rules (the "Bid") for the acquisition of the entire issued share capital of IHGH.

Further to its Company Announcement of 3 August 2015 IHI announces that 38,457,860 shares in IHGH, amounting to 99.68% of the entire issued share capital of IHGH, have been transferred to IHI with effect from today.

IHI announces that in terms of the Bid and in discharge of the consideration due to the shareholders of IHGH who have accepted to sell and transfer their shares in IHGH to IHI (the "Accepting Shareholders"), IHI is required to issue and allot 9,195,128 ordinary shares of €1 each in IHI in favour of the Accepting Shareholders (the "Shares").

Today IHI issued 2,687,960 Shares in favour of part of the Accepting Shareholders, and the remaining 6,507,168 Shares will be issued in favour of the remaining Accepting Shareholders on a date due twelve months from today, subject to certain terms and conditions.

With respect to the remaining 0.32% of the entire issued share capital of IHGH (the "Remaining IHGH Shares"), IHI announces its intention to carry out the process in terms of Listing Rule 11.42 by means of which IHI will exercise its right to require all the holders of the Remaining IHGH Shares to sell and transfer such shares to IHI.

For the purposes of Listing Rule 11.43, IHI will be obtaining a report to be drawn up by PricewaterhouseCoopers, as independent experts, to report on the fair price for the Remaining IHGH Shares. IHI will in due course announce the conclusions of this report and a copy will be published on its website.

IHI is required to complete the process of transferring the Remaining IHGH Shares to IHI and process the applicable payments by no later than 31 October 2015.

Following the completion of the foregoing process IHI intends to apply for the delisting of the entire issued share capital of IHGH.

Alfred Fabri Company Secretary

10 August 2015

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