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Hotel Leelaventure completes sale transaction with Brookfield

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Hotel Leelaventure (HLVL) has completed the transaction with BSREP III India Ballet,  its affiliates (“Brookfield”) for sale of the Company’s (a) hotel undertakings in Delhi, Bengaluru, Chennai and Udaipur (b) hotel operations business, and (c) 100 per cent shareholding in Leela Palaces and Resorts Limited (its wholly-owned subsidiary) which owns property and holds licenses for the development of a hotel in Agra (collectively “Undertakings”). A few procedural formalities are pending and would be completed shortly.

The total consideration of Rs 3950 cr was received from Brookfield on October 16, 2019 and the entire consideration, net of transaction-related costs of Rs 70 cr were used to repay the banks and financial institutions who were lenders to the company, in full and final settlement, as one-time settlement. The lenders have issued release letters to the company whereby they have confirmed that there are no further dues payable by the company and have thereby released all the security interest created in that regard including security on assets which are not part of the sale of Undertakings to Brookfield.

The Promoters/ Promoter Group companies have also completed the transfer of the Leela brand and trademarks in the hotels and hospitality space to Brookfield and have received the consideration of Rs 150 cr. The Personal Guarantees and Corporate Guarantees issued by them for HLVL’s debt in favour of HLVL’s lenders have also been released by the lenders.

The company has transferred all the employees of the Hotel Undertakings in Delhi, Bengaluru, Chennai and Udaipur, and the identified employees in the Corporate Office, to Brookfield.

The Company will continue to own and operate the hotel in Mumbai, under the Leela Brand licensed to it by Brookfield. The Company also continues to own the land in Hyderabad and its share of apartments under the joint development project of residential apartments with Prestige Developers in Bangalore, adjoining The Leela Palace Hotel.

The Securities Appellate Tribunal (SAT) had passed an order on September 26, 2019 dismissing ITC’s appeal against the order of SEBI. ITC has filed a Statutory Appeal (being Civil Appeal No 8045 of 2019) before the Supreme Court against the order of SAT, but the same has not come up for hearing.

ITC’s petition before the NCLT under Section 241 of the Companies Act (Act) is pending before the NCLT for their judgment on the Waiver Application filed by ITC for waiver of the requirement to hold not less than one-tenth of the issued share capital of the Company as required under Section 244 of the Act.

As Brookfield has now acquired the Undertakings in accordance with the Orders of SEBI and SAT, HLVL hopes that ITC, who are a minority shareholder and a competitor stops further litigation.

Airports Authority of India (AAI) had filed an appeal against the City Civil Court’s order before the Bombay High Court challenging the transaction with Brookfield. The High Court has dismissed the appeal. However, the dispute with AAI continues.

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