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DUET INDIA HOTELS ASSET MANAGEMENT LIMITED

November 30, 2009

Mr. Amitabh Kejriwal,


Managing Director,
Canopy Projects Limited
DN-37, Sector V, Salt Lake City,
Kolkata – 700 091.
Phone: +91-33-4006 1362, Fax : +91-33-2367 3795.

Subject: Expression of Interest – Acquisition of 1 acre land parcel at Bidhan Nagar,


Kolkatta near Technopolis for a proposed hotel.

Dear Mr. Kejriwal,

This has reference to our ongoing discussions.

DIH (Cyprus) Limited, or its affiliates and subsidiaries (hereinafter called “Duet”), is interested in
acquiring Floor Space Index (hereinafter called “FSI”) along with the underlying land admeasuring 1
acre at Bidhan Nagar, Kolkata near Technopolis (hereinafter called “Asset”) held by the Canopy
Group for a proposed hotel.

As per the information supplied we understand the Asset includes:

• Land Area – 43,560 sqft


• Permissible FSI – 2.75
• Permissible FSI area – App. 119,790 sqft

Duet is pleased to make the following offer to acquire the Asset.

• Rs. 1850 per sqft of the permissible FSI and the underlying land (i.e. Rs. 221.6 million for
1,19,790 sqft) subject to the terms of the letter.

For the avoidance of doubt the following are also included in the above price:

• All fees and costs needed to be incurred on the conveyance of the Asset including any stamp
duty and registration cost, conversion of the said Asset to a hotel usage, any approvals of
change of land-use, zoning, building plan approvals and related NOC’s required to build the
proposed hotel as per the design and specifications of Duet.

Payment Terms

Prior to the completion of the transaction, we understand the Asset will be owned by one or more
SPV’s, either singly or jointly. These SPV’s will singly or jointly own 100% of the Asset and have no
liabilities. The sale will be by way of a transfer of 100% of the shares in the SPV’s.

The consideration for the proposed acquisition would be payable by Duet only once specific
approvals for the proposed hotel as per the design and specifications of Duet (hereinafter called
“Building Approvals”) have been procured by Canopy Group. It is also understood that Canopy would
procure the Building Approvals within a period of 9 months from the signing of the definitive
agreements. The consideration would be payable as per the following Schedule:

608 St James Court | St Denis Street | Port Louis | Mauritius


DUET INDIA HOTELS ASSET MANAGEMENT LIMITED

At the time of signing of definitive agreements –

a. A payment of 25% of the total consideration in an escrow account. The escrowed


amount would be payable once the Building Approvals are obtained.
b. Balance consideration payable at the time when Canopy gets all building plan
approvals for the proposed Hotel as per the design and specifications of Duet
(hereinafter called “Effective Date”).

The above offer made by Duet is subject to the following:

(i) Detailed legal due diligence of the Asset, which shall include but not be limited to title
investigation of the immovable property, approvals, permissions and licenses, management,
operational and other contracts, etc., to the satisfaction of Duet;

(ii) Detailed financial and tax due diligence of the Asset to the satisfaction of Duet.

(iii) Detailed technical due diligence of the Asset to the satisfaction of Duet.

(iv) Canopy Group procuring permissions and approvals of change of land-use for a hotel usage,
zoning, building plan approvals and related NOC’s required to build the proposed hotel as
per the design and specifications of Duet.

(v) Bankability of the proposed definitive agreements.

(vi) The detailed Area statement is subject to finalisation of detailed architectural drawings by
Duet.

(vii) The offer is valid for 7 days from the date of this letter.

Duet may revise its offer at any time based on the outcome of the due diligence or for any other
reason whatsoever.

Duet would require a minimum period of 30 working days (hereinafter called “Due Diligence
Period”) for completing the due diligence. You will extend all necessary cooperation, assistance and
support to us and our advisors including legal, technical and financial advisors and quantity
surveyors and provide all documents as may be requested by them for undertaking the detailed
legal, business, technical, tax and financial due diligence of the Business, its relevant holding or
associated and affiliates, wherever relevant.

Following your acceptance of this offer, Duet & you would agree to enter into a Memorandum of
Understanding (MoU)/Term sheet). Due Diligence Period would commence upon signing of this
MoU/Term Sheet. During the Due Diligence Period or any further period which may be mutually
agreed, you will provide complete exclusivity to Duet and not enter into negotiations with any other
party, directly or indirectly for a hotel on your property.

Please note that the offer made in this letter does not constitute any binding agreement on part of
Duet. In the event we decide to proceed with the acquisition, both parties shall mutually agree on a
most efficient tax and legal structure to complete the acquisition of the Asset by us which shall be
also be subject to and compliant of applicable laws and regulations in relevant jurisdictions. A
reasonable period shall be agreed to complete the transaction.

608 St James Court | St Denis Street | Port Louis | Mauritius


DUET INDIA HOTELS ASSET MANAGEMENT LIMITED

As a token of your acceptance please confirm that the foregoing by signing and returning to us a
copy of this letter.

Please feel free to contact Mr. Navneet Bali (navneet.bali@duetindiahotels.com / +91 9717003345
or Mr. Jitesh Chandna (Jitesh.chandna@duetindiahotels.com / +91 9971552950) of Duet India Hotels
Pvt. Ltd, for any further clarifications that you may require.

Thanking you
Yours sincerely

Amit Haria
Financial Controller
Duet India Hotels Asset Management Limited On behalf of
DIH (Cyprus) Limited

Accepted and agreed to as of


the date set forth above:

For: Canopy Group

By: Mr. ____________


Designation:

608 St James Court | St Denis Street | Port Louis | Mauritius

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