Chalet Hotels Limited — M&A Activity 2020

Jan 17, 2020

January 17, 2020

National Stock Exchange of India Limited Exchange Plaza Bandra Kurla Complex Bandra (East) Mumbai 400 051 Scrip Code: CHALET

BSE Limited Corporate Relationship Department 1st Floor, New Trading Ring, Dalal Street, Fort Mumbai - 400 001 Scrip Code: 542399

Sub: Disclosure under Regulation 30 of the SEBI {Listing Obligations and Disclosure Requ irements) Regulations, 2015 (SEBI LODR Regulations)

Dear Sir/ Madam,

We wish to inform you that the Board of Directors of the Company has at its meeting held today i.e. January 17, 2020 approved the execution of a Share Purchase Agreement for acquisition of 100% of the Equity Shares and Zero Coupon, Fully Compulsorily Convertible Debentures of Belaire Hotels Private Limited (BHPL) and Seapearl Hotels Private Limited (SHPL), subject to conditions precedent. The Company has post the Board Meeting executed a Share Purchase Agreement of even date for the acquisition.

The details as required under Regulation 30 of the SEBI LODR Regulations read with SEBI Circular CIR/CFD/CMD/4/2015 dated September 9, 2015 are given in Annexure A to this letter.

You are requested to take the same on record.

Thanking You.

Yours sincerely, For Chalet Hotels Limited

Christabelle Company Secretary & Compliance Officer

Encl.: a/a

Annexure A

1.1. Ac uisition includln a reement to ac uire :
a) name of the target entity, details in brief	Belaire Hotels Private Limited (BHPL)
such as size, turnover etc.; (as on March 31, 2019)	• Size (Net Worth): Rs.1094.65 Million
	• Turnover: Rs.438.26 Million
	• BHPL is the owner of a 5 Star Hotel at Viman Nagar, Pune (operated by AAPC India Hotel Management Private Limited as Novotel Hotel Pune
b) whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group / group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at "arms len th";	No. The acquisition would not fall within related party transactions. The promoter I promoter group / group companies do not have any interest in the entity being acquired.
c) industry to which the entity being acquired belon s;	Hotels & Restaurants
d) objects and effects of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity);	The line of business is the same as that of our Company. By this acquisition, the Company is strengthening and expanding its portfolio to newer geographies, which attract significant traffic from business travellers, in line with its identified rowth strate
e) brief details of any governmental or regulatory approvals required for the ac uisition;	N.A.
f) indicative time period for completion of the ac uisition·	Approximately 1 month
g) nature of consideration - whether cash consideration or share swap and details of the same;	Cash Consideration for acquisition of the Equity Shares and Fully Compulsorily Convertible Debentures
h) cost of acquisition or the price at which the shares and Fully Compulsorily Convertible Debentures are ac uired;	Rs.1110.61 Million (Based on audited accounts as on September 30,2019 and subject to (+/-) adjustments based on audited accounts as on December 31 2019
percentage of shareholding / control i) acquired and / or number of shares acquired;	100% of Equity Shares and Fully Compulsorily Convertible Debentures each
j) brief background about the entity acquired terms of products / line of business in acquired, date of incorporation, history of last 3 years turnover, country in which the	BHPL is the owner of a 5 Star Hotel at Viman Nagar, Pune (operated by AAPC India Hotel Management Private Limited as Novotel Hotel, Pune).
acquired entity has presence and any other significant information (in brief);	Novotel Hotel, Pune (Novotel) is a 223-room 5 Star Hotel with a capacity to add ~ 84 to 88 rooms, which are currently in a bare-shell condition.
	Selling shareholders: Belaire Holdings Limited (Mauritius) AAPC India Hotel Management Private Limited
	Date of Incorporation: May 14, 2007
	Last 3 years turnover:
	INR 2018-19 2017-18 2016-17 43,82,68,653 42, 11,56,734 40,01 ,27,281

1.1. Acquisition (including agreement to acquire):
a) name of the target entity, details in brief such as size, turnover etc.;	Seapearl Hotels Private Limited (SHPL)
(as on March 31 , 2019)	• Size (Net Worth): Rs. 103.17 Million
	• Turnover: Rs.66, 140/-
	SHPL was incorporated with the purpose of settinq up Hotels.
b) whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group I group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at "arms length";	No. The acquisition would not fall within related party transactions. The promoter / promoter group / group companies do not have any interest in the entity being acquired.
c) industry to which the entity being acquired belonqs;	Hotels & Restaurants
d) objects and effects of acquisition (including but not limited to, disclosure of reasons for	The line of business is the same as that of our Company.
acquisition of target entity, if its business is outside the main line of business of the listed	SHPL has extended Inter Corporate Deposits to BHPL.
entity);	BHPL and SHPL are inter-linked because of the funding provided by SHPL to BHPL and therefore the Company has agreed to acquire both the entities.
brief details of any governmental or e) regulatory approvals required for the acQuisition;	N.A.
f) indicative time period for completion of the acQuisition;	Approximately 1 month
g) nature of consideration - whether cash consideration or share swap and details of the same;	Cash Consideration for acquisition of the Equity Shares and Fully Compulsorily Convertible Debentures
h) cost of acquisition or the price at which the shares and Fully Compulsorily Convertible Debentures are acquired;	Rs.575.54 Million (Based on audited accounts as on September 30, 2019 and subject to(+/-) adjustments based on audited accounts as on December 31, 2019)
of shareholding I i) percentage control acquired and / or number of shares acquired;	100% of Equity Shares and Fully Compulsorily Convertible Debentures each
j) brief background about the entity acquired in terms of products / line of business acquired, date of incorporation, history of last 3 years turnover, country which in the	SHPL was set up as a Joint Venture with Accor Group to set up Hotels. Land acquired for that purpose had to be disposed of due to disputes.
acquired entity has presence and any other significant information (in brief);	SHPL has extended Inter Corporate Deposits to BHPL.
	Selling shareholders: - Seapearl Holdings Limited, Mauritius - AAPC Singapore Pte Ltd
	Date of Incorporation: March 13, 2007
	Last 3 years turnover: INR
	I I I I 2018-19 2017-18 2016-17
	I I I I 66,140 127,206 196,570
	Country in which the acquired entity has presence: India