Louis proposes restructuring to separate hotel from group

Louis seeks to delist after proposed hotel restructuringLouis plc has applied to the Nicosia District Court for permission to convene shareholder meetings to consider a proposed restructuring that would place the Louis Nausicaa Beach hotel under a new listed company, Nausicaa Hotels Plc, while allowing Louis plc to leave the Cyprus Stock Exchange (CSE) and become a private company. In an announcement on Tuesday, the company said the application followed earlier announcements on December 11 and December 15, 2025, concerning the restructuring plan, which would reorganise the group and separate the hotel investment from the existing listed company. The proposed arrangement would transfer the hotel’s ultimate ownership to the minority shareholders of Louis plc and Louis Hotels Public Company Ltd in exchange for their shares in the 2 companies. The company said the plan was designed to ensure equal treatment of minority shareholders and could benefit stakeholders, although implementation remains subject to court approval, shareholder votes and other conditions. Under the current structure, the hotel is legally owned by Nausicaa Estates Ltd, which is wholly controlled by Louis Hotels, in which Louis plc holds approximately 99.876 per cent. Clin Company Limited is the majority shareholder in Louis plc, holding 66.968 per cent, while minority shareholders hold the remaining 33.03 per cent. Minority shareholders own a further 0.124 per cent of Louis Hotels. Under the proposed arrangement, Nausicaa Hotels Plc would become the indirect owner of the hotel through Nausicaa Investments Ltd and Nausicaa Estates Ltd, and would be listed on the main market of the Cyprus Stock Exchange. Following the restructuring, Clin Company Limited would be the sole shareholder of Louis plc, which would subsequently be delisted and converted into a private company. The minority shareholders would instead hold shares in Nausicaa Hotels Plc. The company said an independent valuation had placed the value of the hotel, including its movable equipment and excluding loans, at €43.47 million. The valuation was carried out using the Fair Maintainable Profit capitalisation method and was obtained in addition to an earlier valuation undertaken in 2025 for the preparation of Nausicaa Estates’ and the group’s financial statements. Louis plc said the valuation represented the value of the minority shareholders’ interest in the company. The restructuring would be implemented through a series of corporate transactions. First, Louis plc would acquire the remaining 0.124 per cent of Louis Hotels that it does not already own, taking its holding to 100 per cent. Minority shareholders in Louis Hotels would receive shares in Louis plc in exchange for their existing holdings. Nausicaa Estates would then undergo a partial demerger, transferring its hotel-management business to Nausicaa Opco Ltd, a subsidiary of Louis Hotels, as a going concern. The transfer would include the relevant activities, liabilities, loans, contracts, commitments, bank accounts and cash associated with that business. However, the transfer would exclude the ownership and future operation of the hotel itself, as well as its attached fixtures, installations, machinery, furniture, equipment and other physical assets connected to the property. In exchange for the business transfer, Nausicaa Opco would issue new €1 ordinary shares to Louis Hotels, its sole shareholder, without any cash payment. The total value of the shares issued would equal the value of the hotel business at the effective accounting date specified in the restructuring plan. Nausicaa Opco would subsequently merge with Louis Hotels, transferring all its assets and liabilities, including the hotel-management business acquired from Nausicaa Estates, to Louis Hotels upon its dissolution without liquidation. Louis Hotels would then undergo a demerger, transferring its shares in Nausicaa Estates to Nausicaa Investments, a subsidiary of Louis plc, in exchange for shares issued by Nausicaa Investments to Louis plc. Louis plc would then carry out a partial demerger, transferring its shares in Nausicaa Investments, the sole shareholder of Nausicaa Estates, to Nausicaa Hotels Plc. In return, the new company would issue shares proportionately to Louis plc’s existing shareholders, based on their respective holdings. In the final stage, Nausicaa Hotels Plc would be listed on the Cyprus Stock Exchange’s main market, while a simultaneous share exchange between Clin Company Limited and the minority shareholders would leave Clin as the sole shareholder of Louis plc and the minority shareholders as the sole shareholders of Nausicaa Hotels Plc. Louis plc stressed that it and its subsidiaries would remain responsible for all the group’s debts and obligations, while Nausicaa Hotels Plc and its subsidiaries would not assume any part of those liabilities. The company said the new entity would have a balance sheet without borrowing and would offer minority shareholders an opportunity to consolidate their investment in a company more directly linked to the hotel. It also expects the restructuring to help reflect the underlying value of the minority shareholders’ investment, compared with Louis plc’s stock market valuation, which averaged between €0.08 and €0.12 per share during 2025 and 2026. According to the company, Nausicaa Hotels Plc is expected to offer shareholders a 3 times larger ownership percentage in its share capital than their current percentage holdings in Louis plc, with a corresponding interest in the new company’s assets and financial results. Louis plc also intends to support the new company through a proposed 10-year hotel lease, which could be terminated by the new owners after the first 3 years. The initial annual rent would be €3.50m, with annual increases of between 1 per cent and 3 per cent depending on inflation. The company expects the rental income, combined with the absence of borrowing, to allow Nausicaa Hotels Plc to achieve satisfactory profitability. Its board and shareholders would consequently be in a position to decide whether to distribute dividends annually. Louis plc added that Nausicaa Hotels Plc would not have a controlling majority shareholder, at least when the restructuring is completed, and that its board members would be appointed by the general meeting of its new shareholders. The company described the Louis Nausicaa Beach hotel in Protaras as a distinctive property situated on one of Cyprus’ best-known beaches, saying it was popular with overseas tour operators and the Cypriot public. An independent expert, KPMG, has been appointed to assess the principal aspects of the restructuring and has concluded that the proposed arrangement is fair from a financial perspective, according to Louis plc. The plan must comply with all applicable legal procedures and receive court approval before it can be implemented. The company said approval would also be required from the general meetings of shareholders of all participating companies, with a majority of 50 per cent plus 1 vote among shareholders present. To safeguard minority shareholders, separate meetings would be held for the majority shareholder and minority shareholders of both Louis plc and Louis Hotels. The company said it had already secured the agreement of its financing bank, the Bank of Cyprus, as well as the relevant tax authorities. Louis plc said shareholders and the investing public would be kept informed of significant developments as the process progressed, in accordance with applicable legislation and the company’s obligations as an issuer on a regulated market. Finally, the company emphasised that completion of the restructuring is not guaranteed, as it remains subject to several conditions and prerequisites, and advised shareholders and the wider investing public to consult authorised investment advisers before making decisions to buy or sell shares.