Schedule 1 - The Real Hotel Group plc

    RNS Number : 9824F
  AIM
  16 October 2008
   

 ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE
           WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

 COMPANY NAME:
 The Real Hotel Group Plc ("RHG") 
  
 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS
 (INCLUDING POSTCODES) :
  
 10th Floor
 Premier House
 112-114 Station Road
 Edgware 
 Middlesex
 HA8 7BJ
 COUNTRY OF INCORPORATION:
 England and Wales
  
 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
 www.realhotelcompany.com
 This is currently the website of the real hotel company plc ("RHC") whose
 shares are currently admitted to trading on the Official List of the United
 Kingdom Listing Authority (the "Official List") and to trading on the London
 Stock Exchange (further details of which are set out below).
 Following the scheme of arrangement referred to below, this will become the
 website of RHG. Until the Scheme (as defined below) has been implemented, all
 information relating to RHG equivalent to that required for an AIM admission
 document which is not currently available will be available at
 www.realhotelcompany.com.
 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN
 INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY).  IF THE ADMISSION IS
 SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE
 STATED:
 RHC operates owned, leased or managed hotels under various hospitality brands
 across the United Kingdom and continental Europe in the premium limited
 service and full service mid-market sectors.
 RHC proposes to change its corporate structure by putting in place RHG as its
 new holding company. This proposed arrangement will be implemented by means
 of a scheme of arrangement under sections 895 to 899 of the Companies Act
 2006 (the "Scheme"). The Scheme must both be approved by the shareholders of
 RHC and sanctioned by the court.  Under the Scheme the shareholders of RHC
 will receive one new ordinary share of 10 pence each in RHG for each one
 ordinary share of 10 pence each in RHC held by them. New ordinary shares in
 RHC will be issued to RHG so that, following implementation of the Scheme,
 RHC will be a wholly owned subsidiary of RHG. 
 RHC will cancel its listing on the Official List and its admission to trading
 on the London Stock Exchange and RHG will apply for admission of its ordinary
 shares to trading on
 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO
 TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares,
 nominal value and issue price to which it seeks admission and the number and
 type to be held as treasury shares):
  
 87,522,405 Ordinary Shares of 10 pence each in the share capital of RHG
  
 CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET
 CAPITALISATION ON ADMISSION:
  
 No capital to be raised on admission to AIM. The market capitalisation of RHC
 is �6.13 million (as at close of trading on 15 October 2008) and, following
 the Scheme and the effective exchange of shares in RHC for an equal number of
 shares in RHG, the share capital of RHG is expected to be the same as RHC on
 its admission to AIM.
 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
  
 32.2 % of the ordinary shares of RHC are not in public hands
  
 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES
 (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:
  
 Not applicable
  
 FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the
 first name by which each is known or including any other name by which each
 is known):
  
 William Peter Catesby (Non-executive Chairman)
 Michael Stanley Prager (Chief Executive)
 Paul Raymond Mitchell (Finance Director)
 David Roger Lindon Hankinson (Senior Non-executive Director)
 Harry Platt (Non-executive Director)
 FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE
 OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the
 first name by which each is known or including any other name by which each
 is known):
  
 RHG is aware of the following shareholdings which, as at 15 October 2008
 (being the latest practicable date prior to this announcement) represent 3%
 or more of the total issued ordinary shares of RHC. On the basis that the
 Scheme is approved by shareholders, the shareholdings of each of the
 shareholders listed below will be effectively exchanged for an equal number
 of ordinary shares of 10p each in the share capital of RHG. 
 Credit Agricole Cheuvreux International Ltd 20.34%
 Melvin Lawson 11.53%
 BriTel Fund Nominees Limited 8.31%
 Stewardship Investment Funds ICVC Stewardship Income 6.00%
 Nicholas Beaumont-Dark 5.99%
 Marc Downes 5.48%
 Roy Nominees Ltd 5.33%
 Rock (Nominees) Ltd 4.57%
 Credit Suisse Client Nominees (UK) Ltd 4.17%
 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
 (H) OF THE AIM RULES:
 Not applicable
 * ANTICIPATED ACCOUNTING REFERENCE DATE 
 * DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS
 BEEN PREPARED (this may be represented by unaudited interim financial
 information)
 * DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM
 RULES 18 AND 19:
 (i)   30 September
 (ii)  N/A
 (iii) Annual audited accounts for the year ended 30 September 2008 to
       be published by 31 March 2009
  
       Half yearly report for the period ended 31 March 2009 to be published
 by 
       30 June  2009

       Annual audited accounts for the year ended 30 September 2009 to be
 published 
       by 31 March 2010
 EXPECTED ADMISSION DATE:
 2 December 2008
 NAME AND ADDRESS OF NOMINATED ADVISER:
 KBC Peel Hunt Ltd
 111 Old Broad Street
 London
 EC2N 1PH
 NAME AND ADDRESS OF BROKER:
 KBC Peel Hunt Ltd
 111 Old Broad Street
 London
 EC2N 1PH
  
 OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR
 INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A
 STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
 ADMISSION OF ITS SECURITIES:
  
 Not applicable
  
 DATE OF NOTIFICATION:
  
 16 October 2008
  
 NEW/ UPDATE:

 QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:
 As outlined above, RHG will be bound by the Scheme which is being proposed by
 RHC, the latter being a company whose shares are currently listed on the
 Official List and to trading on the London Stock Exchange. RHG's application
 for admission to trading on AIM will be treated as "Fast Track" application.
 Therefore some of the information in this announcement refers to RHC.
  
 THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES
 HAVE BEEN TRADED:
  
 The Official List 
  
 THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:
 2 April 1973
  
 CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS
 ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS
 SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY
 BREACH:
 RHC, having made due and careful enquiry, confirms that as at the date hereof
 it has adhered to the legal and regulatory requirements involved in having
 its securities trading on the Official List.
 AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE
 APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING
 ITS SECURITIES SO TRADED) ARE AVAILABLE:
 www.realhotelcompany.com
 DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE
 CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:
 It is the intention of the Directors of RHG that following the admission of
 RHG to AIM, the business of RHG will be continued in substantially the same
 manner as that of RHC at present.
 A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF
 THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD
 FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:
 Save as referred to in the circular to shareholders of RHC dated 24 June 2008
 and in the interim results of RHC announced on 22 August 2008 relating to
 decline in revenues of RHC, there has been no significant change in the
 financial or trading position of RHC since 31 December 2007.
 A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE
 THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT
 FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:
 The Directors of RHG have no reason to believe that the working capital
 available to RHG or its group will be insufficient for at least twelve months
 from the date of its Admission.
 DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:
 None
 A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S
 SECURITIES:
 Settlement will be through CREST or in certificated form.
 A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S
 SECURITIES:
 www.realhotelcompany.com
 INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS
 NOT CURRENTLY PUBLIC:
 As set out in the Appendix to this announcement. The Appendix and the scheme
 circular in relation to the Scheme is available at
 www.realhotelcompany.com/page.aspx?id=2413 
 A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT
 AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS
 PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE
 PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE
 19:
 www.realhotelcompany.com
 THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:  
 None.




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