Key Transaction Details

The Scheme of Arrangement proposes:

  • Share exchange ratio: 25 IHCL shares for every 117 OHL shares
  • All-stock transaction (no cash component)
  • Appointed Date: April 1, 2027
  • Completion targeted in second half of FY2028 (subject to statutory approvals and clearances)

Portfolio Details of Oriental Hotels Limited

OHL is an associate company of IHCL with a portfolio of seven hotels totaling 825 rooms:

Freehold assets:

  • Taj Coromandel, Chennai
  • Taj Fisherman's Cove Resort & Spa, Chennai
  • Gateway Coonoor

Long tenure leasehold assets:

  • Taj Malabar Resort & Spa, Cochin
  • Vivanta Coimbatore
  • Vivanta Mangalore
  • Gateway Madurai

Strategic Investments

OHL holds strategic investments in several IHCL group hotel companies including:

  • St. James Court
  • TAL Hotels and Resorts Ltd
  • Lanka Island Resorts Ltd
  • Taj Madurai Ltd
  • Taj Karnataka Hotels and Resorts Ltd

Rationale and Expected Benefits

According to management commentary:

  • Aligns with IHCL's "Accelerate 2030" strategy for value creation
  • Simplifies group's holding structure
  • Unlocks full potential of OHL portfolio including iconic assets
  • Leverages IHCL's strong balance sheet to support strategic investments
  • Enables inventory expansion and product enhancements
  • Streamlines governance and optimizes overheads
  • Enhances operational efficiency
  • Creates significant value for OHL shareholders by enabling direct participation in IHCL's growth

Transaction Advisors

For IHCL:

  • Registered Valuer: PwC Business Consulting Services LLP (conducted valuation exercise and recommended share exchange ratio)
  • Fairness Opinion: Kotak Mahindra Capital Company Limited
  • Legal Counsel: Cyril Amarchand Mangaldas

For OHL:

  • Registered Valuer: SSPA & Co., Chartered Accountants (conducted valuation exercise and recommended share exchange ratio)
  • Fairness Opinion: Motilal Oswal Investment Advisors Limited
  • Legal Counsel: Kochhar & Co.

Company Background

IHCL is India's largest hospitality company by market capitalization, listed on BSE and NSE. The company portfolio includes 650 hotels (268 in pipeline) across 4 continents, 15 countries and over 300 locations. Brand portfolio includes Taj, Claridges Collection, Brij, Atmantan, SeleQtions, Gateway, Vivanta, Tree of Life, and Ginger.