CIAM accuses Disney of forcing out Minority Shareholders.

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Euro Disney S.C.A. investor hedge fund  Charity & Merger Arbitrage Fund managed by Charity Investment Asset Management (CIAM)  has written to individual members of the Disneyland Paris Supervisory Board  accusing the company of working with The Walt Disney Company to force out minority shareholders.

The Walt Disney Company  last month acquired a further 9%  stake in Euro Disney from Prince Alwaleed, the Saudi billionaire, at €2.00 a share, increasing its holding in the resort to 85.7%, and said it was offering the same price to shareholders  of the remaining shares.

Founded in 2009 by Catherine Berjal and Anne-Sophie d’Andlau, CIAM has long been critical of the scale of the royalty fees payable to The Walt Disney Company and has said that the €565 million depreciation in Euro Disney’s last accounts “would mean that the book value of the park is zero”.  The Euro Disney Group posted a record loss of €858 million last year.

CIAM  who are reported hold 1.4% of Euro Disney’s stock accuses Disney management of exploiting “a clear conflict of interest”, arguing that the write-down appears solely to facilitate the takeover bid.

Euro Disney and The Walt Disney Company have consistently dismissed the allegations as “utterly without merit”.

Bob Iger confirms the best way forward for Disneyland Paris is for The Walt Disney Company to become the sole owner.

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The Walt Disney Company (TWDC)  held their  2017 Annual Meeting of Shareholders yesterday at the Bellco Theatre in Denver, Colorado.  The Notice of the 2017 Annual Meeting and Proxy Statement can be downloaded here.

During the meeting a shareholder who has held stock in TWDC for 40 years asked a question about the long term future of the company and the takeover of Euro Disney by TWDC during the Q & A session of the meeting.

The Shareholder said that he was aware “That the company is talking about trying to acquire all the stock they can to be the majority shareholder.  The shareholder continued “Paris is a beautiful park that needs a huge investment, to be the park it should be”.

Michelle Obama And Disney CEO Robert Iger Hold News Conference On Disney's Nutritional Guidelines

Chief Executive Officer Bob Iger replied on  the proposed takeover of Disneyland Paris by The Walt Disney Company:

“We did make an announcement that we are attempting to buy in what is left of the public ownership of the that entity.  It was a business structure that was set up when we opened that had public shareholders and separate trading stock”.

“We believe we the best path forward in terms of managing that businesses successfully and creatively by the way,  is for us to be the primary owners, or the sole owners really of that business.  Because it will give us the ability to make the kind of investments we like to make to continue in its success”.

The Walt Disney Company announced its  proposed takeover of Disneyland Paris on 10 February 2017.  If the deal is approved by the French financial regulators  Autorité des marchés financiers (AMF).  Shareholders will be offered a cash price of €2.00 per share.

Last month Disney increased their stake in Euro Disney to 85.7% following the acquisition of 90% of  the Kingdom Holding Company’s investment in the resort.

Disney will be filing with the AMF their draft offer document on 29 March 2017.  The AMF is expected to make their decision on the proposal on 19 April 2017.

If the deal is approved a cash tender offer will launch on 21 April and will close on 19 May 2017, during this time Euro Disney shareholders will have the opportunity to sell their shares to TWDC for €2.00 per share.

Once the tender offer is completed and if Disney has acquired 95% of Euro Disney they will then commence a mandatory buy-out of the remaining Euro Disney  shareholders forcing them sell their shares to The Walt Disney Company.

The future of Euro Disney and last years results will be discussed at this years Euro Disney S.C.A. Annual General Meeting which will be held on 31 March 2017 at Disney’s Hotel New York Convention Centre at Disneyland Paris.    The future of the Euro Disney  Shareholders Club will also be announced at the meeting.

All shareholders of Euro Disney S.C.A. are entitled to attend the AGM and information about how to attend can be found here.

You can listen to the full audio webcast of yesterday’s Walt Disney Company Shareholders Meeting here:

The Walt Disney Company Announces its Intention to Launch a Tender Offer for all Remaining Euro Disney Shares and a mandatory buy-out if the 95% threshold is reached.

TWDClogoLogo_Euro_Disney_SCAThe Walt Disney Company released a  Press Statement this morning advising of Disney’s intention to purchase all the remaining shares in Euro Disney S.C.A. and support a recapitalization of up to €1.5 billion for the Euro Disney group of companies to enable the Group to continue implementation of improvements to Disneyland® Paris, reduce debt and increase liquidity.


– The Walt Disney Company (“Disney“) announces the acquisition of 90% of Kingdom Holding Company’s (“Kingdom”) interest in Euro Disney S.C.A. (“Euro Disney”), representing 9% of Euro Disney’s outstanding shares.

– The proposed transaction will increase Disney’s interest in Euro Disney to 85.7% from 76.7%.

– The price for the transaction is €2.00 per share and will be paid in shares of Disney common stock.  

Disney also announces its intention to make a cash tender offer for all remaining outstanding shares of Euro Disney at a price of €2.00 per share, representing a 67% premium to Euro Disney’s trading price at its close on February 9, 2017.

– Subsequent to the completion of the tender offer, Disney is committed to support a recapitalization of up to €1.5 billion for the Euro Disney group of companies (“Group”) to address the Group’s financial needs.

PARIS, Feb. 10, 2017 – Today The Walt Disney Company (“Disney“) announced that it will acquire through one of its subsidiaries 90% of Kingdom Holding Company’s (“Kingdom”) shares in Euro Disney S.C.A. (“Euro Disney”) at a price of €2.00 per share, increasing its interest in Euro Disney to 85.7%.  Disney also announced that this subsidiary intends to make a cash tender offer for all remaining outstanding shares of Euro Disney at a price of €2.00 per share, representing a 67% premium to the trading price at the close on February 9, 2017.  Moreover, Disney has informed Euro Disney that it is committed to support a recapitalization of up to €1.5 billion for the Euro Disney group of companies (“Group”) to enable the Group to continue implementation of improvements to Disneyland® Paris, reduce debt and increase liquidity.

As previously reported by Euro Disney, despite the recapitalization announced in 2014 that enabled the Group to make attraction and hotel improvements which have generated positive guest feedback and set the stage for the Resort’s 25th Anniversary celebration this year, the Group’s financial condition has been significantly and negatively impacted by the November 2015 events in Paris and the challenging business conditions that continued through 2016 in France and throughout Europe.  The comprehensive proposal announced by Disney affords maximum flexibility to shareholders, addresses the Group’s financial needs and reflects its ongoing support for the long-term success of Disneyland® Paris.

Euro Disney’s Supervisory Board has expressed its support of these developments, and its interest in evaluating this proposal.  The Board has asked its audit committee, which is comprised solely of independent members, to make a recommendation for the appointment of an independent expert to deliver a fairness opinion in connection with the proposed tender offer.

Transaction Details:
The acquisition of Euro Disney shares will occur through an off-market block trade and is scheduled to close on February 15, 2017.  The purchase price of €2.00 per share will be paid in shares of Disney common stock, based on Disney’s closing price on the New York Stock Exchange on February 14, 2017 and the Euro-U.S. exchange rate published by the European Central Bank on the same day.  The seller will be Kingdom 5-KR-11, Ltd, a subsidiary of Kingdom, and the purchaser will be EDL Holding Company, LLC (“EDL”), a wholly-owned subsidiary of Disney through which Disney historically has held its interest in Euro Disney.  As a result of this transaction, Kingdom’s ownership interest in Euro Disney will decrease from 10.0% to 1.0%.

In connection with this transaction, EDL intends to make a voluntary tender offer for all of the Euro Disney shares not already owned by Disney subsidiaries at a cash price of €2.00 per share.  If EDL and the other Disney subsidiaries acting in concert with it collectively own at least 95% of Euro Disney’s common shares following completion of the voluntary tender offer, EDL will promptly proceed with a mandatory buy out and delisting of the Euro Disney shares from Euronext Paris.  An indicative timetable is attached to this press release.

Disney has also informed Euro Disney that it is committed to support a recapitalization of up to €1.5 billion as described below:

–  If Euro Disney remains a listed company, Disney would expect the recapitalization to take the form of a subscription by the applicable Disney subsidiaries of their pro-rata share of a €1.23 billion rights offering by Euro Disney together with a backstop of (and at the same price as) the rights offering by one or more of such subsidiaries, ensuring that Euro Disney will be able to raise the full amount contemplated by the rights offering, combined with a direct €270 million cash investment in equity at the level of Euro Disney Associés S.C.A., the main operating subsidiary of Euro Disney, and contribution of the proceeds of the rights offering by Euro Disney to Euro Disney Associés S.C.A. to maintain the ownership level of Euro Disney Associés S.C.A. by Euro Disney at its current 82%.  Proceeds would be used to enable the Group to continue implementation of improvements to Disneyland Paris, repay most or all of the Group’s indebtedness and increase liquidity.  The rights offering described above would be subject to the prior approval of Euro Disney’s shareholders at a shareholders’ meeting.

–  If Euro Disney is delisted, Disney would expect the recapitalization to be in the same amount and to also consist entirely of equity contributions to the Group, but the allocation of such contributions between Euro Disney and its subsidiaries could vary compared to what is described above.  The proceeds would be used for the same purposes as described above.

The proposed tender offer will be subject to review and clearance by the Autorité des marchés financiers of a Tender Offer Prospectus (Note d’information).  In addition, any rights offering will be subject to review and clearance by the Autorité des marchés financiers of an Offering Prospectus (Note d’opération).

About The Walt Disney Company
The Walt Disney Company, together with its subsidiaries and affiliates, is a leading diversified international entertainment and media enterprise with the following business segments: media networks, parks and resorts, studio entertainment, and consumer products and interactive media.  Disney is a Dow 30 company and had annual revenues of $55.6 billion in its Fiscal Year 2016.

About Kingdom Holding Company
Founded in 1980, Kingdom Holding Company is a publicly traded company, which was listed on Tadawul (the Saudi Stock Exchange) in 2007.  Kingdom Holding Company is one of the world’s most successful and diversified business organizations, highly respected in the field of investments and recognized as an elite player regionally and internationally.

About Euro Disney S.C.A.
Euro Disney S.C.A. is the holding company for Euro Disney Associés S.C.A., the primary operating company of Disneyland® Paris.  Disneyland Paris is comprised of the Disneyland® Park, the Walt Disney Studios® Park, seven themed hotels with approximately 5,800 rooms (excluding approximately 2,700 additional third-party rooms located on the site), two convention centers, the Disney Village®, a dining, shopping and entertainment center, and golf courses.  Euro Disney S.C.A. is also responsible for the development of the 2,230-hectare property including and surrounding Disneyland Paris. Euro Disney S.C.A.’s shares are listed and traded on Euronext Paris.

FORWARD-LOOKING STATEMENTS

This press release includes forward-looking statements, including forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding the proposed tender offer, all statements regarding The Walt Disney Company’s or EDL Holding Company, LLC’s expected future financial position, results of operations, cash flows, dividends, financing plans, business strategy, budgets, capital expenditures, competitive positions, growth opportunities, plans and objectives of management, and statements containing the words such as “anticipate,” “approximate,” “believe,” “plan,” “estimate,” “expect,” “project,” “could,” “would,” “should,” “will,” “intend,” “may,” “potential,” “upside,” and other similar expressions. Statements in this press release concerning the business outlook or future economic performance, anticipated profitability, revenues, expenses, dividends or other financial items, and product or services line growth of The Walt Disney Company or EDL Holding Company, LLC, together with other statements that are not historical facts, are forward-looking statements that are estimates reflecting the best judgment of The Walt Disney Company or EDL Holding Company, LLC based upon currently available information.

Such forward-looking statements are inherently uncertain, and stockholders and other potential investors must recognize that actual results may differ materially from The Walt Disney Company’s or EDL Holding Company, LLC’s expectations as a result of a variety of factors. Such forward-looking statements are based upon management’s current expectations and are subject to a significant business, economic and competitive risks, uncertainties and contingencies, many of which are unknown and many of which The Walt Disney Company or EDL Holding Company, LLC is unable to predict or control. Such factors may cause The Walt Disney Company’s or EDL Holding Company, LLC’s actual results, performance or plans to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the risk factors discussed or identified in public filings that have been, or will be, made by The Walt Disney Company (or EDL Holding Company, LLC as the case may be) with the French Autorité des marchés financiers (the “AMF”) and/or the United States Securities and Exchange Commission (the “SEC”) from time to time. The Walt Disney Company and EDL Holding Company, LLC caution investors that any forward-looking statements made by The Walt Disney Company or EDL Holding Company, LLC are not guarantees of future performance. The Walt Disney Company and EDL Holding Company, LLC disclaim any obligation to update any such factors or to announce publicly the results of any revisions to any of the forward-looking statements to reflect future events or developments.

OTHER IMPORTANT INFORMATION

The documentation relating to the proposed tender offer – if filed – will include the terms and conditions of the tender offer, which will be submitted to the Autorité des marchés financiers. It is strongly recommended that investors and shareholders located in France read, when available, the documentation relating to the tender offer, as well as any amendments to those documents, as they will contain important information about The Walt Disney Company, EDL Holding Company, LLC, Euro Disney S.C.A. and the proposed transaction.

This press release must not be published, broadcast or distributed, directly or indirectly, in any country in which the distribution of this information is subject to legal restrictions. The tender offer will not be open to the public in any jurisdiction other than France in which its launch is subject to legal restrictions.

The release, publication or distribution of this press release in certain countries may be subject to legal or regulatory restrictions. Therefore, persons located in countries where this press release is released, published or distributed must inform themselves about such restrictions and comply with them. The Walt Disney Company, EDL Holding Company, LLC and Euro Disney S.C.A. disclaim any responsibility for any violation of such restrictions.

Tender Offer – Indicative Timetable

February 10, 2017

Press release announcing the intention of EDL Holding Company, LLC (the “Bidder”) to make a tender offer at €2.00 per Euro Disney share.

March 29, 2017

Filing with the AMF of the Bidder’s draft offer document.

Public posting of the Bidder’s draft offer document on the AMF’s website (http://www.amf-france.org) and on the website of Euro Disney (the “Company”) (http://corporate.disneylandparis.com).

Publication by the Company of a press release containing the main terms of the draft Offer on its website.

Filing with the AMF of the Company’s draft Response Document.

Public posting of the Company’s draft Response Document on the AMF’s website (http://www.amf-france.org) and on the Company’s website (http://corporate.disneylandparis.com).

Publication by the Company of a press release containing the main terms of its draft Response Document.

April 19, 2017

AMF’s clearance decision of the Offer, which will indicate the visa number of (i) the Offer Document and (ii) the Response Document.

Posting on the AMF’s and the Company’s websites of (i) the Bidder’s Offer Document, (ii) the Company’s Response Document, (iii) the “Other Information” document, containing legal, accounting and financial information regarding the Bidder and (iv) the “Other Information” document, containing legal, accounting and financial information regarding the Company.

Publication by the Company of a press release informing the public of the availability of (i) the Bidder’s Offer Document, (ii) the Company’s Response Document, (iii) the “Other Information” document, containing legal, accounting and financial characteristics of the Bidders and (iv) the “Other Information” document, containing legal, accounting and financial characteristics of the Company.

April 21, 2017

Opening of the Offer.

May 19, 2017

Last day on which the Offer is open.

June 1, 2017

Publication of a notice announcing the final results of the Offer by the AMF.

June 5, 2017

Settlement and delivery of the Offer.

Starting on June 12, 2017

If applicable, mandatory buy-out and Delisting.

Operational management of Villages Nature transferred to Pierre & Vacances-Center Parcs.

Villages Nature In a press release issued on  21 October 2016,  Euro Disney S.C.A. and Pierre & Vacances-Center Parcs announced they have agreed to transfer the commercial and operational management of Villages Nature to Pierre & Vacances-Center Parcs.

Villages Nature is a joint subsidiary created on equal terms by Euro Disney S.C.A. and the Pierre & Vacances-Center  Parcs Group, the Company is the project owner for the design, development, construction and operational planning for “Villages Nature”.

The estimated investment for phase 1A amounts to €500  million. It will be a unique European destination for short and longer breaks, founded on the quest for  harmony between man and nature and constituting a major innovation in terms of sustainable family  tourism.

This new destination for Île-de-France will give its guests the chance to discover Paris and  Disneyland® Paris, as well as the wealth of other sites in Île-de-France. The objective is to bring  together discovery of this region and a whole world of unique experiences, at the heart of a nature  both preserved and enhanced by man.

Developed over 120 hectares at its opening, Villages Nature  will offer several areas for discovery, recreation, and relaxation, including its Aqualagoon, Lakeside  Promenade, Extraordinary Gardens, BelleVie Farm, and the Enchanted Forest.

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The two partners have agreed to transfer the commercial and operational management of  Villages Nature, by mandate, to a subsidiary of Pierre & Vacances-Center Parcs.  Euro Disney and Pierre & Vacances-Center Parcs have complementary expertise, which have served  as the foundation of their joint-venture partnership since its beginning. The governance of this  partnership remains unchanged.

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Euro Disney provides Villages Nature with its creativity, its art of storytelling, and its unrivalled  expertise in theme park and hotel development as well as its knowledge of European tourism markets  in terms of quality of the experience and stay.

Pierre & Vacances-Center Parcs is the leader in the European holiday market, and the inventor of  residence tourism. The Group is a specialist in real estate design, development, and sale, as well as in  tourism commercialization, and the management of this type of destination. It will bring its expertise in  these areas and its knowledge of distribution networks for the Center Parcs brand to Villages Nature.

 The first construction phase of the Villages Nature project includes 916 cottages and apartments with  a capacity of 4,500 holiday-goers, and will be completed and operational in the summer 2017.

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To achieve greater operational efficiency and wider distribution, the tourism management of Villages  Nature will be transferred to a subsidiary of Pierre & Vacances under the framework of a mandate  granted by the operating company of Villages Nature.

 “Villages Nature is an exciting and innovative project at the heart of eco-tourism. We are working  closely with our partners, Pierre & Vacances-Center Parcs, each of us contributing our respective  expertise in tourism and development, to harness the growing importance of sustainable tourism and  make Villages Nature the top eco-tourism destination in the region” said Catherine Powell, Présidente  of Euro Disney S.A.S.

“We are more confident than ever before that Villages Nature will attract enormous interest from  across Europe, thanks to its location, its innovative concept, and the formidable expertise of its two  shareholders. The Pierre & Vacances-Center Parcs teams are enthusiastic and ready to lead the commercial and operational management of Villages Nature,” said Gérard Brémond, Chairman and  Chief Executive Officer of the Pierre & Vacances-Center Parcs Group

Prices for apartments and cottages start from €250,000.  More information about investment opportunities at Villages Nature can be found here.

The Pierre & Vacances-Center Parcs Group is the European leader in local tourism, created in 1967, the Group develops innovative leisure and holiday concepts in respect of the environment in order to offer its clients the most attractive seaside, mountain, countryside and city centre destinations.

With its complementary tourism brands – Pierre & Vacances, Pierre & Vacances premium, Center  Parcs, Sunparks, Aparthotels Adagio and Maeva – the Group welcomes 7.5 million customers and  operates a tourism network of approximately 50,000 homes and apartments located in 300 sites in  Europe.

The Group’s holding company – Pierre et Vacances SA – trades at the Paris stock exchange on  Euronext Paris.

First official interview with Catherine Powell

 

Here is the first official interview with Catherine Powell the new President  of Euro Disney S.A.S.

In the interview she talks about her career with The Walt Disney Company and we learn that when she was  five years old she asked her parents to change her name to Aurora, and  when she was eight  wished for a glass slipper from Father Christmas.

 

Source:E92TV

Catherine Powell from Sydney to Disneyland Paris

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On Monday 11 July 2016  Catherine Powell starts in her new role as President of Euro Disney S.A.S. replacing Tom Wolber who will return to the United States to take on operational responsibilities of the Disney Cruise Line.

Earlier this month the Australian Financial Review Magazine published  a very interesting interview with Powell – new head of Disneyland Paris.

From Sydney to Euro Disney, Catherine Powell’s charmed path to Paris

Catherine Powell had the briefest of stints running Disney Australia before she was appointed president of Euro Disney SAS, which runs Disneyland Paris. It sounds like a dream job, but the theme park has been unprofitable for much of its life since opening in 1992, despite being Europe’s most visited tourist attraction. In 2015, the Walt Disney company bailed out Euro Disney to the tune of $US1 billion ($1.5 billion), in return securing a controlling stake.

Powell has chosen not to speak about her new role at Euro Disney as she hasn’t started yet, but the task in Paris will likely be far more challenging than her Australian role.

A rising star at Disney, Powell started her career making corporate videos, after studying politics, philosophy and economics at Oxford, and then moved on to producing news documentaries, before following her husband Hugh Powell, then a British diplomat, to Paris, where she worked in TV rights for the BBC.

“I’d never really thought of myself as a sort of businesswoman. But I discovered quite quickly working in France, in TV distribution, that I loved negotiation, I loved rights, I loved the numbers, I loved the commercial side of it.

“Studying philosophy really taught you how to structure an argument and in negotiation, it’s basically an argument. And I think there’s a beauty to negotiations when you have complicated deals and you’re trying to craft something, particularly if you’re trying to craft it so that both parties feel good about it.”

After her move to Disney, it was Powell’s career that dictated the family’s moves. She says she told her husband: “I followed you around the place for 10 years. The next 10 years are mine.” While husband was British Prime Minister David Cameron’s deputy national security adviser, she ran distribution for Europe, the Middle East and Africa, at a time rights negotiations were becoming far more complex due to burgeoning digital technology.

“The clients that we were dealing with were no longer the BBC or RTZ, it was iTunes, Google, PlayStation and Microsoft.” There was a proliferation in the channels to deliver content and Disney was “at the cutting-edge of these deals because we had the content that people wanted on these new devices, all these new platforms, all these new products”.

Disney found itself, with its store of valuable content, in a position of power. “We were incredibly open-minded and curious about what technology could bring and the commercial opportunities that it opened up for us. The new revenue streams. You could look at the way in which programs were sold; could they be sold to one person on one platform for one experience and then later to someone else for a different experience?” For example, Disney was the first company to put long-form episodes on the iPod.

“We leverage technology in how we create all the amazing content that you see,” she says. “Technology defines how content is created, how it is distributed and how it is consumed.”

“For any content supplier, it was an absolutely wonderful time,” she says. Not so for legacy media companies, tied to one expensive platform. “If you had a platform that couldn’t respond to the sort of digital expectations of the consumer, you were in trouble.”

Disney she says, has a reputation for being tough. “We have a premium that goes with our brand.” But, she says, “We try to go for a win-win.” As a leader she has learnt – especially in the Australian role, where she was running nine lines of business including stage shows, retail and licensing products, theatrical release of films, programming and distributing television channels – that she has to delegate more.

“I have been a perfectionist, I have been somebody who enjoys mastering details, I’ve been somebody who absolutely needs to be prepared, I still think you need to be prepared all the time.” But as a leader, your definition of perfection has to change, she says.

Australia was a nearly saturated market with little growth expected. So Powell had to leverage the brand better across the business.

“It’s about one voice of the consumer, one brand to the consumer and that brand experience should be the same wherever you are. It was about taking our partners with us and saying, ‘Use the brand, lean into it, let us show you how we can bring the magic of Disney to retail or in the products, the experiences that we create.’

“We’ll make sure that we all know what each other is doing. If there’s something happening in the TV space, they will know what is happening at the retail space and vice versa, they will know what’s happening online, what other partners are doing. You connect it and it becomes a much bigger noise. And then consumers notice it and they spend more, and then our clients are happy and it becomes a virtuous circle.

“There were discussions that we’ve had with partners from all businesses where they would worry about value and saying, ‘You know, the Disney premium, we can’t afford it’, or ‘You’re too expensive.’ I would say, ‘Value doesn’t mean cheap. Value means that people feel good about what they’re paying for.’

“People don’t like being told the things are going to cost more. At the moment there’s a lot of sensitivity around the economy. It’s defining value as something where you bring something special and consumers feel good about it, and also helping our partners.”

She’ll miss the drive across the Sydney Harbour Bridge to work but retains a strong Australian connection. Her son is studying here, and she will keep the coveted role as director of that other icon, the Sydney Opera House Trust, chaired by Nicholas Moore, the chief executive of Macquarie Group, who employs Powell’s husband.

 

Source:  Australian Financial Review

How Brexit could impact Disneyland Paris

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On Thursday 23 June 2016 Britain went to the polls and voted in the EU Referendum, the result of which the next morning sent shock waves around the world knocking $2 trillion   off the worlds financial  markets, the crash of the Pound and  the resignation of the Prime Minister.

The British people have voted   to leave the European Union by  51.9% to 48.1% in the largest turn out of the electorate since 1992  –   17,410,742 people voted to leave and 16,141,241 voted to remain.

As the Pound plummets to a 31  year low against the US Dollar,  and one of the big three credit rating agencies S&P Global Ratings down grades the United Kingdoms AAA credit rating to AA with ‘a negative outcome’,  we speculate on how Brexit could impact Disneyland Paris.

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Before the referendum on the 20 June,  shares in Euro Disney S.C.A.  in which The Walt Disney Company  is the majority shareholder were trading on the Euronext  at €1.21. Today (27 June) seven days later after a fall to €1.17 on Friday the share price has recovered to a pre-referendum price of €1.21.

For a UK investor to purchase the 1,000 shares required to join the Euro Disney Shareholders Club on the 20 June would have cost £930. Now 1,000 shares will cost  £1008.

Shareholders that own 100 Euro Disney Shares will now find that their shareholding is worth £100.85.  Still a lot less that they paid for them before the recapitalisation last year when the share price was devalued from €3.50  to €1.25.

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Over the last 12 months the Euro Disney share price has been volatile  and dropped considerably following the November 2015 terrorist attacks in Paris when many Guests cancelled their bookings.

The share price made a recovery earlier this year to around the  €1.25. mark – its post recapitalisation price and the share has floated around that price  for the last few months.

Euro Disney S.C.A. will announce their third quarter results on Tuesday 9 August 2016  and since Friday,  France has now overtaken the United Kingdom to become the worlds fifth largest economy which is news that was welcomed by Paris’ financial sector.  This boost to the French economy could see a further rise in the share price if this quarters results show an improvement in visitor numbers, increased hotel occupancy and Guest spending.

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Before the vote on Thursday £1 bought $1.48 and €1.28. By Monday, £1 bought $1.32 and €1.19. For holidaymakers, going abroad is now more expensive.

Aviation fuel is priced in US Dollars and with the drop of the Pound against the Dollar, this will be impacting the profits of the airlines, who will of course pass on these additional costs to their passengers, so flying to France in the future is going to be more expensive. Shares in EasyJet have fallen 28% since Thursday as investors fear a recession will hit the United Kingdom, cutting the number of holidays and trips abroad made by the British.

With the drop of the Pound  against the Euro  visitors from the United Kingdom will find their holidays to Disneyland Paris more expensive in the short-term.  In the long term it is difficult to predict what will happen to the Pound.  During the next few months Guests from the UK will be monitoring their spending and sticking to a budget, which could impact  Guest spending in the months to come.

In November  Disneyland Paris will be publishing their next holiday brochure and the company will be setting their pricing based on the exchange rate for Holiday Packages from October 2017 on-wards in the next few months.

If the Pound stays at the level it is now  against the Euro, UK visitors could see an increase of around £100 in the prices of Holiday Packages and Meal Plans in 2017.

How much Disneyland Paris raises its prices is yet to be seen, but if the resort  fears a drop in visitor numbers from the United Kingdom   I expect we will see large discounts and offers being used  to entice the  British to keep visiting the resort.

During the last financial year (1 October 2014 – 30 September 2015) 14.8 million Guests visited Disneyland Paris, with 2.19 million of those from the United Kingdom.

2015attendance2.19 million visitors is not an insignificant number,  the British make up 14% of  Disneyland Paris’  Guests, and the United Kingdom is the resorts second largest market place after France.

Any decrease in visitors from the UK to Disneyland Paris will be significant, especially during the resorts 25th Anniversary year when the company and it’s investors are expecting  the resort to increase visitor numbers, raise hotel occupancy rates, and improve Guest spending in a year that promises  updated refurbished attractions and new entertainment to tempt visitors.

What about those Guests who all ready have booked to visit next year, how could the drop in the Pound impact their bookings?  In the Booking Terms and Conditions Disneyland Paris reserves the right to alter the total amount of a booking due to exchange rate fluctuations.

Whether or not Disneyland Paris imposes any price rises to those Guests already booked and risking further cancellations, is yet to be seen.  But if they do it would be a very brave move.

I.5 Prices – Alteration of prices

Prices of our Holiday Packages and Separate Services have been determined on the basis of the existing economic conditions on the date of establishment of the prices in Euro on June 23rd, 2014 on an exchange rate of £1.00 = €1.20926 for the period from April 1st, 2015 to March 23rd, 2016 and on June 23rd, 2015 on an exchange rate of £1.00 = €1.32064 for the period from March 24th 2016 to March 28th 2017.

We reserve the right to amend our prices at any time before you book your Holiday Package or Separate Services, subject to your being advised of the total cost prior to booking.

Prices are subject to changes, in compliance with the applicable laws, even after you have booked, to account for a modification to or the imposition of any dues, taxes and fees on your booking, for exchange rate fluctuations and/or, as the case may be, for transport cost increases (including by reason of increase of the cost of fuel).

We reserve the right to alter the total amount of your booking by applying the relevant fluctuation rate to the concerned element of your booking. Any increase will be notified to you in writing and you will have the right to cancel your booking at no charge. Where you have booked Holiday Packages, we will however absorb all increases of less than 2% of the total cost of your booking and notify you of any increase of 2% or above.

In anycase, no such increases will be made within thirty (30) days of your arrival date at Disneyland® Paris (“Arrival Date”), or of your departure date, meaning the date of commencement of transport* (“Departure Date”) if transport* is included.

One major benefit United Kingdom residents would  lose  is  the ability to book their holidays under a promotional offer being run in another European Union Country.  Once Britain exits the European Union Disneyland Paris would  no longer be under any  EU price matching obligations to sell these offers to Guests living in the United Kingdom.

Another issue facing British holiday makers will be the loss of the abandonment of European mobile telephone roaming charges in 2017.  Making mobile calls or using data  more expensive once the UK leaves the EU.

The cost of medical and travel insurance will possibly rise too adding further costs to Britons traveling to Disneyland Paris as European Health Insurance Cards (EHIC) would no longer be valid.

One thing is for certain many Britons will be tightening  the purse strings and  curtailing their  spending on luxury items like holidays  during the next two years while the United Kingdom negotiates its exit from the European Union.

With  50% of new house purchases cancelled in the UK since Friday this appears to be already happening.

Disneyland Paris employs 15,000 Cast Members, many of those are from the United Kingdom.  They  could possibly  lose their existing right to work in France.  British Cast Members could find themselves caught up in French bureaucracy and increased work visa fees.  But I do not think the company would cease employing people from the United Kingdom.

The European Parliament is due to meet and debate the implications of the United Kingdom leaving the European Union this week.

Sources:

ABTA
BBC News
Euro Disney S.C.A.
Google Finance
Reuters
XE
Yahoo Finance

Construction continues at Villages Nature

Representatives  from  the municipality of Serris recently visited the Villages Nature construction site.   Located 3 miles south of Disneyland Paris  opposite Disney’s Davy Crockett Ranch in Seine-et-Marne, the resort is a joint venture between Pierre & Vacances Center Parcs and Euro Disney S.C.A.

The Villages Nature resort will feature Europe’s largest indoor water park and  an open-air lagoon heated to 30°C by geothermal energy.  There will also be  an adventure island, gardens and an organic farm.

The project, which could span up to 500 hectares will be developed over a 20 year time-frame, and will feature 1,730 apartments and cottages, equivalent to two Disney hotels or two Center Parcs is scheduled to open in June 2017.

Ownership and investment opportunities are available at Villages Nature with apartments starting  at €214,500 (£158,690).  More information about purchasing an apartment or cottage can be found on the Villages Nature Investment website.

Here are some photos from inside one of the show apartments.

Disneyland Paris 9th most visited theme park in the world.

TEA_logo

The Themed Entertainment Association has published their 2015 Global Attractions Attendance Report and Disneyland Paris has been listed as the 9th most visited theme park in the world,  and  number one in  Europe with 10.3 million visitors. The report  is the definitive annual attendance study for the themed entertainment and museum industries.

The Walt Disney Studios Park at Disneyland Paris came 5th in the list of top 20 theme parks in Europe with 4.4 million visitors.

Euro Disney S.C.A. calculate their attendance figures on a ‘first click’ basis.  So if a Guest enters the Disneyland Park during Extra Magic Hours  then park hops and  visits Walt Disney Studios, their entry is not counted in the total number of visitors to the Walt Disney Studios Park that day as they had already entered the Disneyland Park first.

In the last 10 years between 2005 – 2015 the Disneyland Park has seen a 0.2% change in attendance,  while the Walt Disney Studios Park,  which has seen increased investment by Euro Disney S.C.A. with the opening of the Toy Story Playland with it’s three new attractions  in 2010 and with Ratatouille: The Adventure in 2014 saw a change of 7.8%.

                      % Change
                      2005-2015      2015         2010         2005
Disneyland Park          0.2%        10,360,000   10,500,000   10,200,000
Walt Disney Studios      7.8%         4,440,000    4,500,000    2,100,000

In Europe theme park attendance shows a bit of growth, except in the United Kingdom where both Merlin Entertainments resorts Alton Towers and Thrope Park saw a significant decrease in visitor numbers.    Alton Towers  saw attendance numbers  drop by  -25.2%  in 2015 and this is most likely due to the Smiler rollercoaster accident in June 2015 in which 16 people were injured, four with significant life changing injures.  This incident  forced the closure of the park while accident investigations were carried out.    Merlin’s Thrope Park also suffered -11.9% drop in attendance.

In North American Disney and Universal theme parks performed very well with an impressive 5.9% increase in attendance numbers.  Disney was up 6% in attendance and alone accounted for nearly 40% of the growth by the top six US operators – Disney, Universal, Sea World, Six Flags, Cedar Fair and Merlin.

Globally the theme park market in China is booming with four parks seeing very significant increases in visitor numbers resulting in a 6.9% attendance increase at theme parks in mainland China.  Opening in just a just a few weeks time will be The Shanghai Disney Resort and this park opening is expected to be a watershed event and it is expected to do very well and have a positive effects on the region.  Possibly to the decrement of Hong Kong Disneyland which saw attendance drop by -9.3%.  The future attendance figures of Hong Kong Disneyland remain uncertain in the short term while  the spot light is shining on Disney’s newest theme in Shanghai.

Below are the rankings of the top 25 theme parks worldwide and the top 20 for Europe.

25 Top Theme Parks Worldwide 
                                      Change %     2015          2014
 1 MAGIC KINGDOM, Walt Disney World     6.0%       20,492,000    19,332,000
 2 DISNEYLAND, Anaheim, USA             9.0%       18,278,000    16,769,000
 3 TOKYO DISNEYLAND, Japan             -4.0%       16,600,000    17,300,000
 4 UNIVERSAL STUDIOS JAPAN, Japan      17.8%       13,900,000    11,800,000
 5 TOKYO DISNEY SEA, Tokyo, Japan      -3.5%       13,600,000    14,100,000
 6 EPCOT, Walt Disney World             3.0%       11,798,000    11,454,000
 7 DISNEY'S ANIMAL KINGDOM, WDW         5.0%       10,922,000    10,402,000
 8 DISNEY'S HOLLYWOOD STUDIOS, WDW      5.0%       10,828,000    10,312,000 
 9 DISNEYLAND PARIS, France             4.2%       10,360,000     9,940,000
10 UNIVERSAL STUDIOS, Orlando          16.0%        9,585,000     8,263,000
11 DISNEY'S CALIFORNIAN ADVENTURE, USA  7.0%        9,383,000     8,769,000
12 ISLANDS OF ADVENTURE, Orlando, USA   8.0%        8,792,000     8,141,000
13 CHIMELONG OCEAN KINGDOM, China      36.0%        7,486,000     5,504,000
14 EVERLAND, Gyeonggi-Do, South Korea   0.6%        7,423,000     7,381,000
15 OCEAN PARK, Hong Kong               -5.2%        7,387,000     7,792,000
16 LOTTE WORLD, Seoul, South Korea     -3.9%        7,310,000     7,606,000
17 HANGZHOU SONGCHENG PARK, China      25.5%        7,289,000     5,810,000
18 UNIVERSAL STUDIOS HOLLYWOOD, USA     4.0%        7,097,000     6,824,000
19 HONG KONG DISNEYLAND, Hong Kong     -9.3%        6,800,000     7,500,000
20 NAGASHIMA SPA LAND, Japan            4.3%        5,870,000     5,630,000
21 EUROPA-PARK, Rust, Germany          10.0%        5,500,000     5,000,000
22 SEAWORLD FLORIDA, Orlando, USA       2.0%        4,777,000     4,683,000
23 TIVOLI GARDENS, Copenhagen, Denmark  5.7%        4,733,000     4,478,000
24 DE EFTELING, The Netherlands         6.4%        4,680,000     4,400,000
25 SONGCHENG LIJIANG ROMANCE, China   170.4%        4,678,000     1,730,000
TOP 25 TOTAL ATTENDANCE 2015                      235,568,000   220,920,000
TOP 25 TOTAL ATTENDANCE 2014            5.4%      223,450,000  

20 Top Theme Parks Europe 
                                      Change %     2015           2014
 1 DISNEYLAND PARK, PARIS, France       4.2%       10,360,000     9,940,000
 2 EUROPA-PARK, Rust, Germany          10.0%        5,500,000     5,000,000
 3 TIVOLI GARDENS, Denmark              5.7%        4,733,000     4,478,000  
 4 DE EFTELING, The Netherlands         6.4%        4,680,000     4,400,000
 5 WALT DISNEY STUDIOS PARK, France     4.2%        4,440,000     4,260,000 
 6 PORT AVENTURA, Spain                 2.9%        3,600,000     3,500,000
 7 LISEBERG, Sweden                     0.0%        3,100,000     3,100,000
 8 GARDALAND, Italy                     3.6%        2,850,000     2,750,000
 9 LEGOLAND WINDSOR, United Kingdom     2.3%        2,250,000     2,200,000
10 LEGOLAND BILLUND, Billund, Denmark   6.5%        2,050,000     1,925,000
   PUY DU FOU, Les Epesses, France      7.2%        2,050,000     1,912,000
12 ALTON TOWERS, United Kingdom       -25.2%        1,925,000     2,575,000 
13 PHANTASIALAND, Germany               3.0%        1,900,000     1,845,000
14 PARC ASTERIX, France                 2.8%        1,850,000     1,800,000
   THORPE PARK, United Kingdom        -11.9%        1,850,000     2,100,000
16 FUTUROSCOPE, France                  8.1%        1,800,000     1,665,000
17 PARQUE WARNER, Spain                12.4%        1,641,000     1,460,000
18 CHESSINGTON WORLD OF ADVENTURES, UK  2.5%        1,640,000     1,600,000
19 HEIDE PARK, Germany                  3.4%        1,525,000     1,475,000
20 GRÖNA LUND, Sweden                  11.4%        1,461,000     1,311,000
TOP 20 TOTAL ATTENDANCE 2015                       61,205,000     59,296,000
TOP 20 TOTAL ATTENDANCE 2014            2.8%       59,535,000 

 

Source:  Themed Entertainment Association

Euro Disney S.C.A Fiscal Year 2016, 1st Half Results published.

Logo_Euro_Disney_SCA
On Tuesday 10 May  2016, Euro Disney S.C.A. the operators of Disneyland Paris published their results for the first half of Fiscal Year 2016, which ended on March 31, 2016.   The high lights are below and the full results can be found here.

EURO DISNEY S.C.A.
Fiscal Year 2016 Reports First Half Results
Six Months Ended March 31, 2016


Despite the November events in Paris, revenues increased €13 million to €604 million mainly due to higher guest spending, partially offset by lower theme parks attendance.

The costs and expenses increased €54 million driven by the Group’s continued investment in the guest experience, planned labour rate inflation and incremental security costs.

The net loss increased by €65 million to (€184 million); excluding a gain recorded in the prior-year period for the early termination of a lease agreement, the net loss would have increased by €40 million.

Commenting on the results, Tom Wolber, Président of Euro Disney S.A.S., said:

“In the difficult context of the November events in Paris, we recorded a significant increase in net loss for the first semester. The strong demand we saw in the first weeks of the period and the benefit from the shift of the Easter vacation period into the second quarter for certain key markets were more than offset by the softness in visitation caused by these events.

Nevertheless, total revenues for the period increased driven by higher guest contribution and convention business.

Costs and expenses increased over the prior year, reflecting the impact of planned investments in the guest experience in preparation for next year’s 25th Anniversary celebration, labour rate inflation and additional security measures.

Although these investments will continue to weigh on our cost base and cash, we believe they are essential to the long-term success of Disneyland Paris.”

 

Seasonality

The Group’s business is subject to the effects of seasonality and the annual results are dependent on the second half of the fiscal year, which traditionally includes the high season at Disneyland® Paris. Consequently, the operating results for the First Half are not necessarily indicative of results to be expected for the full fiscal year 2016. In addition, results for the First Half have been favourably impacted by a shift in Easter vacation period from the second semester in certain of the Group’s key markets.

 

Revenues by Operating Segment

Revenues increased 2% to €600.3 million from €591.1 million in the prior-year period.
Theme parks revenues were relatively flat at €339.7 million compared to €340.4 million in the prior-year period, with a 4% decrease in attendance, offsetting a 4% increase in average spending per guest.

 
The decrease in attendance was due to fewer guests visiting from France, the Netherlands and the United Kingdom reflecting the 4-day closure of the theme parks, partially offset by more guests visiting from Spain and Germany. The increase in average spending per guest was due to higher average spending on admissions, food and beverage and merchandise.

 
Hotels and Disney Village® revenues increased 3% to €239.3 million from €232.1 million in the prior-year period. This increase resulted from a 1.0 percentage point increase in hotel occupancy, a 4% increase in revenues at Disney Village and a 1% increase in average spending per room. The increase in hotel occupancy resulted from 13,000 additional room nights compared to the prior-year period due to more guests from Spain, France and Germany, partially offset by fewer guests from the United Kingdom.

These results also reflected a higher availability of hotel room inventory after a temporary reduction related to the renovation of Disney’s Newport Bay Club®, with approximately 500 rooms out of order from November 2013 to December 2015.

Booking cancellation fees contributed to the increase in other revenues which went up €2.7 million to €21.3 million from €18.6 million in the prior-year period.


Real estate development operating segment

revenues increased by €3.5 million to €4.1 million, from €0.6 million in the prior-year period. This increase was due to higher land sale activity than the prior-year period.

Given the nature of the Group’s real estate development activity, the number and size of transactions vary from one period to the next.


Costs and Expenses

Direct operating costs increased 7% compared to the prior-year period. This increase was mainly due to costs related to the enhancement of the guest experience and labour rate inflation.

In addition, the Group incurred incremental security costs and costs associated with higher special events and real estate activities. These incremental security costs are expected to be sustained.
Marketing and sales expenses increased 6% compared to the prior-year period due to enhancements to online booking and information capabilities and incremental market segmentation efforts, as well as inflation.

General and administrative expenses increased 12% compared to the prior-year period driven by labour rate inflation as well as technology initiatives.


Net Financial Charges

Net financial charges decreased by €6.1 million compared to the prior-year period due to lower interest expense on borrowings as a direct result of the recapitalization and debt reduction plan implemented during fiscal year 2015 (the “Recapitalization Plan”).

 

Net Loss 

For the First Half, the net loss of the Group increased by €65.0 million to €183.8 million compared to €118.8 million for the prior-year period. The prior-year period included a €24.5 million gain for the early termination of a lease agreement.


Cash Flows

Cash and cash equivalents as of March 31, 2016 were €101.9 million, down €146.7 million compared with September 30, 2015.

Free cash flow used for the First Half was €144.0 million compared to €66.6 million used in the prior-year period.

Cash used in operating activities for the First Half totalled €55.4 million compared to €16.3 million used in the prior-year period. This variance resulted from decreased operating performance during the First Half, partially offset by lower working capital requirements, including a change in the timing of payment of royalties and management fees to quarterly from annually in the prior-year period, which had a positive cash flow impact.

Cash used in investing activities for the First Half totalled €88.6 million compared to €50.3 million used in the prior-year period. This cash flow was composed of investments to enhance the guest experience in preparation of the upcoming celebration of Disneyland® Paris’ 25th Anniversary and cash advances paid by the Group to Les Villages Nature de Val d’Europe S.A.S.
Cash used in financing activities totalled €2.7 million for the First Half compared to €270.7 million generated in the prior-year period. The prior-year period included net cash inflow from the Recapitalization Plan.

As of March 31, 2016, the Group still has a €350 million undrawn revolving credit line available from The Walt Disney Company (“TWDC”).

 

UPDATE ON RECENT AND UPCOMING EVENTS

Catherine Powell named Président of Euro Disney S.A.S.

On April 12, 2016, the Company announced the nomination of Catherine Powell to assume the responsibilities of Président of Euro Disney S.A.S., effective in July.

Catherine Powell replaces Tom Wolber, who will return to the United States to take on operational responsibilities of Disney Cruise Line at a critical time for that business. Disney recently announced it is adding two additional ships to the Disney Cruise Line fleet. In the meantime, Tom and Catherine will transition the responsibilities to ensure continued commitment to the Group’s long term strategic priorities.

For further information, please refer to the press release available on the Company’s website.

 

Continued Investment in Guest Experience

In February 2016 the Group launched The Forest of Enchantment: A Disney musical adventure in the Disneyland® Park. In this new show, Disney characters star live on stage, performing songs from legendary films and inviting the audience to discover new worlds as if turning the pages of a book.

In addition, the Frozen Sing-along show will return in June at the Disneyland Park and a new production, Mickey and the Magician, will launch at the Walt Disney Studios® Park in July.

During the First Half, the Group completed the renovation of Disney’s Newport Bay Club® increasing its standard to a 4-star hotel. The Group continued the implementation of an ambitious program to refurbish some of its major attractions in preparation of the upcoming celebration of Disneyland® Paris’ 25th Anniversary in 2017. These refurbishments included “it’s a small world”, which re-opened to the public in December 2015, as well as Big Thunder Mountain and Star Tours, which are scheduled to re-open in January 2017 and March 2017, respectively.

 

Evolution of TWDC’s Ownership in the Company’s Share Capital

Following completion of the final step of the Recapitalization Plan on November 17, 2015, EDL Holding Company, LLC, Euro Disney Investments S.A.S. and EDL Corporation S.A.S., three wholly owned subsidiaries of TWDC, together owned 600,922,335 of the Company’s shares, (including 10 shares owned by EDL Participations S.A.S., a wholly owned subsidiary of EDL Holding Company, LLC) , representing 76.71% of the Company’s share capital and voting rights.

For more information on the Recapitalization Plan, please refer to the press releases and other related documents which are available on the Group’s website .

 

DEFINITIONS

The Group operates Disneyland® Paris, which includes: the Disneyland® Park, the Walt Disney Studios® Park, seven themed hotels with approximately 5,800 rooms (excluding approximately 2,700 additional third-party rooms located on the site), two convention centers, the Disney Village® , a dining, shopping and entertainment center, and golf courses. The Group’s operating activities also include the development of the 2,230-hectare site, half of which is yet to be developed. Euro Disney S.C.A.’s shares are listed and traded on Euronext Paris.

EBITDA corresponds to earnings before interest, taxes, depreciation and amortization. EBITDA is not a measure of financial performance defined under IFRS, and should not be viewed as a substitute for operating margin, net profit / (loss) or operating cash flows in evaluating the Group’s financial results. However, management believes that EBITDA is a useful tool for evaluating the Group’s performance.

Free cash flow is cash generated by operating activities less cash used in investing activities. Free cash flow is not a measure of financial performance defined under IFRS, and should not be viewed as a substitute for operating margin, net profit / (loss) or operating cash flows in evaluating the Group’s financial results. However, management believes that Free cash flow is a useful tool for evaluating the Group’s performance.

Theme parks attendance corresponds to the attendance recorded on a “first click” basis, meaning that a person visiting both parks in a single day is counted as only one visitor.

Average spending per guest is the average daily admission price and spending on food, beverage and merchandise and other services sold in the theme parks, excluding value added tax.

Hotel occupancy rate is the average daily rooms occupied as a percentage of total room inventory (total room inventory is approximately 5,800 rooms).

Average spending per room is the average daily room price and spending on food, beverage and merchandise and other services sold in hotels, excluding value added tax.