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Whitbread disposal of Marriott hotels. 14 th March 2005. Alan Parker. Chief Executive. Strategic framework. October 2004 – Following business review, Whitbread sets out three strategic principles: Invest in businesses capable of generating significant growth and economic profit
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Whitbread disposal of Marriott hotels 14th March 2005
Alan Parker Chief Executive
Strategic framework October 2004 – Following business review, Whitbread sets out three strategic principles: • Invest in businesses capable of generating significant growth and economic profit • Release capital from under-performing and non-core businesses • Return surplus cash to shareholders
Today’s announcement (subject to shareholder approval) • Whitbread to exit operation and ownership of Marriott hotels • At least £1bn expected to be realised by Whitbread within two years • Significant return of cash to Whitbread shareholders • Exit improves Whitbread’s return on capital • Return of cash enhances Whitbread’s earnings per share
The transaction • Whitbread and Marriott International establish 50/50 joint venture to hold hotel properties until sold • Whitbread receives initial consideration of £710m cash • Marriott International to operate hotels under long-term management contracts • Total Whitbread realisation expected to exceed £1bn within two years as joint venture sells hotel properties
A complete exit • Creates more value & realises more capital in shorter timeframe • Marriott International’s management of hotels enhances asset values • Elimination of franchise fee • Cost synergies with Marriott International
Distribution of initial proceeds • £710m realised upon completion of transaction • £400m return of cash to Whitbread shareholders • £100m reduction of Whitbread pension deficit • Balance to repay Whitbread debt
Mechanics of capital return • £400m to be returned via special dividend • 135 pence per share • Approximately 14% of market capitalisation • Share consolidation to maintain comparability
Transaction schedule(subject to confirmation) • Circular sent to shareholders by 31 March 2005 • Extraordinary shareholders meeting 22 April 2005 • Sale to joint venture completes 5 May 2005 • Special dividend payment by June 2005
Points of note • Deadlocked joint venture - no intention to consolidate by either Whitbread or Marriott • Goodwill – expect to recover as part of proceeds • 8 Whitbread Hotel Company properties with £75m NBV to be retained pending disposal
Foundations for the future • July 2004 • £505m acquisition of Premier Lodge • October 2004 • Business review announced • November 2004 • £79m disposal of Courtyard by Marriott hotels • March 2005 • Premier Travel Inn integration completes, creating UK’s largest hotels business • Decision to exit Marriott and return £400m to shareholders • April 2005 • Arrival of Chris Rogers as finance director completes new management team line-up
Further release of capital • At least £290m to come from joint venture asset sales • Additional c.£300m to be realised from non-core and underperforming assets • Whitbread Hotel Company retained assets • German restaurants • Pub restaurants ‘tail’ • Britvic (23.75% holding)
533 545 1,158 1,096 846 912 515 * Pro forma estimate of assets based upon Whitbread interim accounts 2004/5 (excludes Marriott and Britvic) Budget hotels Restaurants Health & fitness clubs Full service hotels Whitbread 2005Capital focus (net assets by sector) FY 2003/4£m 2004/5*£m
Whitbread 2005 • Leading positions in three growth sectors of the hospitality market • Budget hotels • Restaurants • Health & fitness clubs • Disciplined approach to expansion • Opportunity for greater synergies • Sustained creation of economic profit
Joint venture assets • 46 hotels • 6 London • 31 provincial • 9 Marriott Hotel & Country Clubs • 8,102 bedrooms
Whitbread Hotel Company – retained assets • 8 properties • £75m net book value • Assets retained pending disposal
Operation of the joint venture • Joint venture board comprises six members: three nominated by Whitbread; three nominated by Marriott International • Joint venture to operate Disposal Steering Committee responsible for asset sales. Committee comprised of: two Whitbread representatives; and two Marriott International representatives • Marriott International to provide management services to the joint venture • Exit mechanisms ensure dissolution of joint venture