REG - EPISO 6 Tiger Hotels easyHotel Limited - Recommended Mandatory Cash Offer
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RNS Number : 1429H EPISO 6 Tiger Hotels Ltd 01 May 2025
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INDIRECTLY) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
a VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
1 May 2025
fOR IMMEDIATE RELEASE
RECOMMENDED MANDATORY CASH OFFER
for
EASYHOTEL LIMITED
("easyHotel" or the "Company")
by
EPISO 6 Tiger Hotels Ltd
("Bidco")
which is an indirectly wholly-owned subsidiary of European Property Investors
Special Opportunities 6 SCSp-SICAV-SIF ("Bidder Fund"), a fund advised by
Tristan Capital Partners ("TCP"), incorporated under the laws of England with
its registered office at Berkeley Square House, 8th Floor, Berkeley Square,
London
1. Introduction
On 15 August 2024, the easyHotel Directors announced that they were exploring
various strategic options regarding easyHotel, including the possible sale of
the entire issued, and to be issued, share capital of easyHotel.
Following this process, Bidco and Citrus Holdco Limited ("Citrus") have, on 1
May 2025, entered into a share purchase agreement (the "SPA") for the
acquisition by Bidco of all of the easyHotel Shares to which Citrus is
beneficially and legally entitled, comprising 189,534,229 easyHotel Shares,
representing approximately 81 per cent. of the easyHotel Shares in issue as at
the Last Practicable Date (the "Citrus Shares"), at an aggregate price of
€196,131,867.31, being a price of €1.03480974571714per easyHotel Share, in
cash (the "Acquisition"). Pursuant to the SPA, completion of the Acquisition
is expected to take place at 12.45 pm on the 22(nd) calendar day after the
date on which the Offer Document is posted to easyHotel Shareholders (the
"Expected SPA Completion Date") or on such later date as determined in
accordance with the terms of the SPA (further details are included in Section
11 of this Announcement) or as agreed between the parties to the SPA, subject
to the consent of the Panel if required.
Following completion of the Acquisition, Bidco's holding in easyHotel will be
equal to approximately 81 per cent. of the issued easyHotel Shares. As a
result of entering into the SPA, Bidco is required, pursuant to Rule 9 of the
Takeover Code, to make a mandatory cash offer for the easyHotel Shares not
already held by Bidco (or any persons acting in concert with it) or that Bidco
does not otherwise have an interest in pursuant to the terms of the SPA (the
"Offer"). As at the Last Practicable Date, the easyHotel Shares subject to the
Offer represent approximately 19 per cent. of the easyHotel Shares in issue
and Bidco is making the Offer at a price of €1.03480974571714 per easyHotel
Share (provided that the aggregate consideration payable to each person who
validly accepts the Offer shall, in each case, be rounded up to the nearest
cent of a Euro).
The Offer will be subject only to the acceptance condition under Rule 9.3 of
the Code pursuant to which valid acceptances of the Offer must have been
received (and not validly withdrawn in accordance with the rules and
requirements of the Code and the terms of the Offer) by no later than 1.00 pm
on the Unconditional Date (the "Offer Closing Time"), currently expected to be
on the 22nd calendar day after the date on which the Offer Document is posted
to easyHotel Shareholders, in respect of such number of easyHotel Shares as
shall, when aggregated with the easyHotel Shares already held by Bidco at the
date of the Offer and the easyHotel Shares acquired or unconditionally agreed
to be acquired (whether pursuant to completion occurring under the SPA, the
Drag Along Notice, acceptance of the Offer or otherwise) by Bidco and any
persons acting in concert with it on or after such date, represent easyHotel
Shares carrying, in aggregate, more than 50 per cent. of the total voting
rights then normally exercisable at a general meeting of easyHotel (the
"Acceptance Condition").
By specifying an Unconditional Date which is earlier than Day 60 (as defined
in the Code), Bidco is treated as having made an acceleration statement to
which Rule 31.5 of the Code applies (the "Acceleration Statement") (see below
and Section 14 of this Announcement).
As set out in Section 14 of this Announcement, Bidco reserves the right to set
this Acceleration Statement aside:
· if the SPA does not complete on the Expected SPA Completion Date
and completion of the SPA is set for a later date in accordance with the terms
of the SPA;
· with the agreement or consent of the easyHotel Board;
· if a third party announces an offer for easyHotel or there is
otherwise an announcement of a possible offer for easyHotel by a third party
or an announcement which refers to the existence of a new potential offeror
for easyHotel (whether the potential offeror is identified or not);
· if a third party announces a firm intention to make an offer for
easyHotel;
· in the event of an increased or improved offer for easyHotel by
Bidco being recommended by the easyHotel Board; and
· in wholly exceptional circumstances as provided for by Rule
31.5(e)(ii) of the Code.
Whilst Bidco's interest in easyHotel Shares already carries more than 50 per
cent. of the voting rights of easyHotel (by virtue of being interested in the
Citrus Shares upon entering into the SPA), Bidco will only become the owner of
the Citrus Shares upon completion occurring under the SPA. In practice, this
means that the Acceptance Condition will be satisfied (and the Offer will
become unconditional) upon completion occurring under the SPA. Completion
under the SPA is expected to take place at 12.45 pm on the Expected SPA
Completion Date or on such later date as determined in accordance with the
terms of the SPA (further details are included in Section 11 of this
Announcement) or as agreed between the parties to the SPA, subject to the
consent of the Panel if required.
easyHotel Shareholders will be notified of the Expected SPA Completion Date in
the Offer Document together with details of the expected Unconditional Date
and resulting Offer Closing Time. If the completion of the SPA is delayed from
the Expected SPA Completion Date for the reasons set out above and in Section
14 of this Announcement, the Acceleration Statement shall be set aside and the
Unconditional Date and resulting Offer Closing Time shall be extended
accordingly to the new expected SPA completion date. Details of the new
Unconditional Date and resulting Offer Closing Time shall be notified to
easyHotel Shareholders by an announcement through the RNS. Upon the Offer
becoming unconditional, easyHotel has agreed with the Panel that the normal
requirements for the Offer to be kept open for a further 14 days will not
apply in view of the arrangements described below regarding the exercise of
the Drag Right.
Bidco will make the Offer through the dispatch of the Offer Document and Form
of Acceptance, both of which will be posted to easyHotel Shareholders (or made
available electronically in accordance with the Takeover Code). The Offer
Document will contain the formal terms of the Offer and the views of the
easyHotel Directors on the Offer. With the consent of the Panel and the
easyHotel Board, the Offer Document is expected to be posted to easyHotel
Shareholders as soon as practicable after the date of this Announcement (or
made available electronically in accordance with the Takeover Code), but in
any event no later than 28 days after the date of this Announcement.
In addition, Bidco and Citrus have agreed that Citrus will exercise the right
that it has (as a result of Citrus entering into a binding agreement to
transfer all of the easyHotel Shares to which Citrus is beneficially and
legally entitled, comprising more than 60 per cent. of the entire issued share
capital of easyHotel, to Bidco) pursuant to Articles 77 to 85 (Drag Along) of
the Articles (the "Drag Provisions") to require all other easyHotel
Shareholders who do not validly accept the Offer by the Offer Closing Time to
sell and transfer all of their easyHotel Shares to Bidco (the "Drag Right").
Contemporaneously with the posting of the Offer Document, a drag along notice
will be issued by Citrus pursuant to Articles 77 and 78 (Drag Along) of the
Articles which will notify such easyHotel Shareholders who do not validly
accept the Offer by the Offer Closing Time of the exercise of the Drag Right
(the "Drag Along Notice"). Accordingly, each easyHotel Shareholder who does
not validly accept the Offer by the Offer Closing Time will be required to
sell and transfer all of their easyHotel Shares to Bidco in any event pursuant
to the Articles and the Drag Along Notice. Any easyHotel Shareholder who
wishes to respond to the Drag Along Notice rather than accepting the Offer
shall receive their consideration in accordance with the Drag Along Notice
which shall be accompanied by an undertaking from Bidco to pay such easyHotel
Shareholders the consideration payable to them pursuant to the Drag Along
Notice with effect from completion of the transfer of such easyHotel
Shareholders' shares to Bidco and to procure that a cheque for settlement of
such consideration is dispatched as soon as possible after the Offer Closing
Time but in any event within 14 days of the Offer Closing Time. easyHotel
Shareholders who neither validly accept the Offer nor validly respond to the
Drag Along Notice and whose easyHotel Shares will be transferred to Bidco will
be required to claim the consideration payable to them from the Company in
accordance with the Articles.
The consideration under the Drag Right will be the same price per easyHotel
Share payable by Bidco for the Citrus Shares at €1.03480974571714 per
easyHotel Share (provided that the aggregate consideration payable to each
person who validly responds to the Drag Along Notice shall, in each case, be
rounded up to the nearest cent of a Euro) and payments made pursuant to the
Drag Right will be made in Euros only; easyHotel Shareholders who validly
respond to the Drag Along Notice and choose to sell and transfer their
easyHotel Shares to Bidco pursuant to the Articles and the Drag Along Notice
will not be able to elect to receive their consideration in British Pounds
Sterling or any other currency. Similarly, any easyHotel Shareholder who does
not validly accept the Offer or validly respond to the Drag Along Notice, and
whose easyHotel Shares are therefore compulsorily transferred to Bidco
pursuant to the Drag Right, and who later seeks to receive any unpaid
consideration for its or his easyHotel Shares shall be paid in Euros only.
Commenting on the Offer, Kristian Smyth (Managing Director, Investments,
Tristan Capital Partners), said "Tristan's Funds have established a leading
presence in the European budget hotel sector, with this transaction bringing
the total committed hotel investments to in excess of €1 billion to date.
The budget hotel sector forms a core part of Tristan's European investment
theses, reflecting the firm's conviction in the long-term growth potential of
this under-represented sector.
The easyHotel brand perfectly complements our growing platform through its
incredibly strong brand recognition with a product that offers compelling
value in centrally located destinations. We expect to materially expand the
existing footprint of the platform and build on our thematic, operationally
driven approach."
2. The Offer
Under the terms of the Offer, which will be subject to the further terms set
out in Appendix 1 to this Announcement and to the full terms to be set out in
the Offer Document and the related Form of Acceptance, easyHotel Shareholders
shall be entitled to receive:
for each easyHotel Share
€1.03480974571714 in cash
The terms of the Offer value the entire issued ordinary share capital of
easyHotel at approximately €242.1 million.
The Offer is being made in Euros. However, easyHotel Shareholders who validly
accept the Offer will be able to elect to receive their consideration in
British Pounds Sterling (after the deduction of any commissions, transaction
or dealing costs associated with the conversion). The exchange rate that will
be used to convert the payments from Euros to British Pounds Sterling will be
the rate established by MUFG Corporate Markets in its capacity as paying
agent, on the date the funds are converted, which rate will be based on the
prevailing market rate on the date the funds are converted (after the
deduction of any commissions, transaction or dealing costs associated with the
conversion). The risk of any fluctuations in the rate, including risk relating
to the particular date or time at which the funds are converted will be borne
solely by the easyHotel Shareholder making such election. Any commission,
transaction or dealing costs associated with the conversion will be borne by
the easyHotel Shareholder making such election and will be reflected in the
exchange rate obtained for the transaction. Further details about the currency
conversion facility being made available to easyHotel Shareholders will be set
out in the Offer Document.
Any easyHotel Shareholder who validly accepts the Offer shall receive their
consideration as soon as possible after the Offer Closing Time but in any
event within 14 days of the Offer Closing Time.
easyHotel Shares acquired from easyHotel Shareholders who validly accept the
Offer will be acquired fully paid and free from all liens, equitable
interests, charges, encumbrances, rights of pre-emption and any other third
party rights or interests of any nature whatsoever and together with all
rights existing at the Transaction Completion Date or thereafter attaching
thereto, including (without limitation) voting rights and the right to receive
and retain, in full, all dividends and other distributions (if any) declared,
made or paid or any other return of capital (whether by way of reduction of
share capital or share premium account or otherwise) made on or after the
Transaction Completion Date.
If any dividend, distribution or other return of capital is authorised,
declared, made or paid in respect of the easyHotel Shares on or after the date
of this Announcement, Bidco reserves the right to reduce the Offer
consideration by the amount of all or part of any such dividend, distribution
or other return of capital, in which case any reference in this Announcement
to the consideration payable under the terms of the Offer will be deemed to be
a reference to the consideration as so reduced. Any exercise by Bidco of its
rights referred to in this paragraph shall be the subject of an announcement
and, for the avoidance of doubt, shall not be regarded as constituting any
revision or variation of the terms of the Offer. If Bidco exercises its right
to reduce the Offer consideration by the amount of all or any part of a
dividend, distribution or other return of capital, easyHotel Shareholders
would be entitled to retain any such dividend, distribution or other return of
capital declared, made or paid or which becomes payable.
The Offer will extend to all issued easyHotel Shares which are unconditionally
allotted and/or issued and fully paid (or credited as fully paid) before the
Offer Closing Time other than the easyHotel Shares that Bidco has an interest
in pursuant to the terms of the SPA.
The Offer is subject only to the Acceptance Condition. Certain further terms
of the Offer are set out in Appendix 1 of this Announcement.
3. Background to and reasons for the Offer
TCP is a thematic investor with high conviction in the budget hospitality
sector. In 2022, a fund advised by TCP acquired a majority shareholding in
Point A Hotels, a budget hotel platform focused on the UK and Ireland.
The acquisition of easyHotel marks a unique opportunity to gain immediate
scale within the wider European budget hotel landscape. Both Point A Hotels
and easyHotel will continue to operate independently, as they are considered
to have different value propositions.
easyHotel operates under an efficient business model, allowing the company to
offer a high-value product to consumers at an affordable rate. easyHotel also
benefits from a strong brand through its brand affiliation with easyGroup
Limited.
TCP and the Bidder Fund believe that under Bidco's ownership, there is
substantial value to be unlocked. The recapitalisation of easyHotel will allow
for targeted expansion in European gateway cities and value-accretive capex
across underperforming hotels, both of which will help drive further
operational efficiencies.
4. Background to and reasons for the recommendation to
accept the Offer
Citrus became the majority owner of easyHotel in 2019, following its
successful takeover offer announced on 5 August 2019. easyHotel subsequently
de-listed from the AIM market in 2020 and converted to private company status
in 2022. Since 2019, Citrus and its owners have committed significant
investment to easyHotel to support the development of its business. Karim
Malak was appointed as CEO in 2021 and, under his leadership, the business has
sought to revolutionise the hotel market with a low-carbon, affordable hotel
brand.
Citrus formed the view that, having supported the Company with investment over
its five years of majority ownership, the business would benefit from new
owners who could continue to support the growth of the business. Accordingly,
on 15 August 2024, the easyHotel Directors announced that they were exploring
various strategic options regarding easyHotel, including the possible sale of
the entire issued, and to be issued, share capital of easyHotel. The Company
and its advisers engaged in discussions with a number of potential bidders
and, as a result of these discussions, the Company received and evaluated a
number of proposals including a proposal from Bidco, which has led to the
Offer. In the view of the easyHotel Directors, the offer received from Bidco
represents the most attractive proposal in terms of value and deliverability.
The easyHotel Directors, in recommending the Offer, have taken into account:
· the fact that liquidity in the easyHotel Shares has been very
limited since easyHotel de-listed from the AIM market in 2020, and during this
period it has been difficult for shareholders to trade their easyHotel Shares;
· the fact that the Offer enables easyHotel Shareholders to realise
in cash the value of their shareholdings;
· the level of the Offer, providing easyHotel Shareholders with
certainty of value at an attractive level, which reflects both the quality of
easyHotel's hotel portfolio and its prospects, and in the view of the
easyHotel Directors appropriately balances the longer term opportunities for
easyHotel with the operating and trading risks it currently faces;
· the fact that the Offer will provide the Company with access to
the substantial resources of Bidco and, whilst the easyHotel Directors are
confident that the Company could continue to develop successfully on a
stand-alone basis, the belief that these additional resources should enable
that development to be enhanced; and
· Bidco's stated intentions for the business, described below,
which the easyHotel Directors believe, together with the track record and
recognised professional capabilities of TCP, mean that Bidco is the right
custodian for the business going forward.
5. easyHotel Board recommendation
The easyHotel Directors, who have been so advised by Rothschild & Co as to
the financial terms of the Offer, consider the terms of the Offer to be fair
and reasonable. In providing advice to the easyHotel Directors, Rothschild
& Co has taken into account the commercial assessments of the easyHotel
Directors. Rothschild & Co is providing independent financial advice to
the easyHotel Directors for the purposes of Rule 3 of the Code.
Accordingly, the easyHotel Directors unanimously recommend that easyHotel
Shareholders accept the Offer.
6. Information on easyHotel
easyHotel is the owner, developer, operator and franchisor of branded hotels,
with a low-carbon and environmentally friendly approach. easyHotel's value
proposition to clients is low price, low carbon, super easy with a promise:
"and the city is yours".
easyHotel has an estate of 48* hotels with c. 4,700 rooms, comprising 16
franchised hotels (c. 1,000 rooms) and 32 owned and leased hotels (c. 3,700
rooms) in:
· United Kingdom: Belfast, Birmingham, Cardiff, Edinburgh, Glasgow,
Ipswich, Leeds, Liverpool, London Croydon, London Paddington, London
Shoreditch, London South Kensington, London Victoria, Manchester, Milton
Keynes, Newcastle, Oxford, Reading & Sheffield;
· France: Marseille, Nice, Paris Charles De Gaulle Villepinte &
Paris Nord Aubervilliers;
· BENELUX: Amsterdam Arena, Amsterdam City Centre, Amsterdam
Zaandam, Brussels, Maastricht, Rotterdam, The Hague & The Hague
Scheveningen;
· Spain: Alicante, Barcelona Fira, Barcelona La Sagrera, Madrid
Alcalá, Malaga & Valencia;
· Switzerland: Basel, Gevena Airport Ferney Voltaire, Zurich City
Centre, Zurich Limmatplatz, Zurich Main Station & Zurich West; and
· Rest of Europe: Berlin, Budapest, Dublin, Lisbon & Sofia.
* Note: Includes hotels currently under development, indicated in italics.
7. Information on TCP, Bidder Fund and Bidco
TCP is a real estate investment manager, specialising in value-added
investment strategies across all property types in the UK and Europe. TCP's
pan-European real estate funds include core+, opportunistic and debt
strategies, with total assets under management of over €15 billion and a
loyal client base of institutional and private investors. The company was
founded in 2009. TCP's headquarters are in London, and it has offices in
Luxembourg, Paris, Amsterdam, Frankfurt. Milan and Madrid. TCP is an affiliate
of New York Life Investments, a US$739 billion global investment company. TCP
is authorised by the UK's Financial Conduct Authority as a full-scope
Alternative Investment Fund Manager with a MiFID top-up.
Bidder Fund is one of TCP's managed funds, focussed on value-add and
opportunistic real estate strategies, and has received commitments of c.€2.0
billion from institutional investors, such as insurance companies and pension
funds.
Bidco is a newly incorporated private limited company incorporated in England
and Wales, which is an indirect wholly-owned subsidiary of Bidder Fund.
8. Intentions of Bidco
Strategic plans for easyHotel
As set out in Section 3 of this Announcement, Bidco believes that with the
benefit of its sector expertise and financial support, there is an attractive
opportunity for easyHotel to accelerate its growth plans, build scale and for
easyHotel to broaden its geographic presence.
Bidco's strategic plan for easyHotel is focused on expanding easyHotel's
presence within the super budget segment of the hotel sector, as well as
broadening easyHotel's presence internationally. Bidco believes that easyHotel
has the benefit of a distinctive and well recognised brand which Bidco regards
as resonating strongly with the UK and European consumer.
Prior to this Announcement, and consistent with market practice, Bidco has
been granted a degree of access to business information for the purpose of
limited and confirmatory due diligence. This had enabled Bidco to develop a
preliminary strategy, including but not limited to, revenue opportunities,
efficiency gains and economies of scale. Bidco has not had access to
sufficiently detailed information nor had the time to formulate a detailed
site-by-site strategy for easyHotel. However, Bidco intends to implement the
following plans:
· prioritising growth in easyHotel's 'owned hotels' business;
· initially targeting European 'gateway cities' across Southern and
Western Europe, with Spain, Portugal and France being locations of particular
interest to Bidco;
· finalising the build and opening of easyHotel's current pipeline
of secured new hotel sites;
· capital expenditure programmes to refurbish part of the existing
portfolio;
· revenue management initiatives to improve revenue generation from
easyHotel's existing locations that are considered to be underperforming; and
· leveraging economies of scale through strategic clustering of
assets to drive purchasing power with key suppliers.
In addition, Bidco intends to consider the potential sale-leaseback and/or
sale-franchise back of a small number (anticipated to be less than 5) of the
lower-margin hotels in the portfolio; and following completion of the
Acquisition and the Offer, Bidco intends to undertake, together with
easyHotel's management team, a detailed evaluation of easyHotel and its
business and operations (the "Review"), with the Review expected to conclude
within 12 months from completion of the Offer.
The scope of the Review will include but is not expected to be limited to:
· a review of easyHotel's fixed assets with the
objective of identifying underperforming sites;
· exploring the practicalities of a sale-leaseback
and/or sale-franchise back strategy with regard to certain low margin hotels
identified during the course of the Review;
· a review of easyHotel's employees and management
with the aim of identifying cost synergies and streamlining easyHotel's
operational structure, which may include utilising a third party to manage and
operate the hotel portfolio;
· considering appropriate incentivisation
arrangements with respect to easyHotel's management and employees; and
· a review of easyHotel's headquarters, headquarter
functions and locations of business.
Employees and management
Bidco values the skills and experience of easyHotel's employees and management
and believes both will be instrumental in driving the future development of
easyHotel. Bidco will work with easyHotel's management team and employees to
ensure that the business continues to deliver against the market opportunity
afforded by its brand and its market positioning, offering opportunities for
easyHotel's staff from the continued development and expansion of easyHotel's
hotel portfolio.
Subject to the outcome of the Review, Bidco intends to improve the operational
efficiencies relating to HQ staff at easyHotel, which could involve employee
rationalisations. Should such rationalisations occur, it is not expected to
impact more than approximately 10% - 20% per cent. of the current headcount
relating to HQ staff at easyHotel in the first 12 months. Any such reductions
would give preference to natural attrition and be made only on an as-needed
basis, after conducting thorough, site-specific operational due diligence.
Roles that could be affected include those of frontline and support hotel
staff and group central office functions with other required adjustments being
made across other commercial and operational divisions as necessary. Specific
sites and teams that might be impacted can only be determined once decisions
are taken with regard to the hotel portfolio and will be determined in
consultation with easyHotel's management team, once more detailed information
is made available and the easyHotel management team and Bidco can together
determine the most efficient and effective organisational structure for the
business going forward.
In addition, the outcome of Bidco's assessment as to whether to utilise an
external third party to manage and potentially assisting with the management
of the portfolio of hotels could lead to the need for additional
rationalisations in easyHotel's executive and senior management functions.
This could include material changes to the balance of skills, functions and
conditions of employment of easyHotel's executive and senior management team.
Any relevant actions will be taken in consultation with easyHotel's management
affected functions and employees.
The implementation of any headcount reductions will be subject to
comprehensive planning and appropriate engagement with stakeholders concerned,
including affected employees and any appropriate employee representative
bodies. Where possible and appropriate, should headcount reductions occur
Bidco intends to offer affected individuals alternative roles within
easyHotel. Any individuals affected by necessary headcount reductions will be
treated in a manner consistent with Bidco and easyHotel's high standards,
culture and practices.
Save as set out above, Bidco does not intend to make any material changes to
the conditions of employment or to the balance of the skills, functions and
conditions of the employees and management of easyHotel.
Existing Employment rights and pensions
Bidco confirms, and has given assurances to the easyHotel Directors, that
following completion of the Acquisition and Offer, it will safeguard the
existing contractual and statutory employment rights, including pension
rights, of the employees of easyHotel in accordance with applicable law. Bidco
does not intend to make any material change to the conditions of employment or
the defined contribution pension arrangements operated by easyHotel in respect
of its employees following completion of the Acquisition and Offer. Bidco
further confirms that it does not intend to make any change to easyHotel's
employer contributions in such schemes and the admission of new members or to
the accrual of existing benefits for existing members.
Management incentivisation
Bidco has not entered into any form of incentivisation arrangements with
members of easyHotel's management or relevant employees. Bidco intends to
discuss the adoption of appropriate incentivisation arrangements for the
easyHotel management team after an appropriate period following completion of
the Acquisition and Offer.
easyHotel Board
It is intended that each of the non-executive easyHotel Directors appointed to
the easyHotel Board by Citrus will step down from the easyHotel Board and from
the board of any of its subsidiaries (if applicable) upon completion of the
Acquisition.
Headquarters, locations, fixed assets and research and development
Following completion of the Acquisition and the Offer, as part of the Review,
Bidco intends to conduct a thorough examination of easyHotel's asset portfolio
with a view to identifying underperforming assets and devising a strategy to
improve mean site contribution across the easyHotel group. Where sites are
identified as being poorly performing or non-core, or having minimal potential
for remediation, Bidco intends to explore the potential sale, sale-leaseback
and/or sale-franchise back of such hotels.
Where appropriate, initiatives will involve the implementation of
value-accretive capex programs on a site-specific basis, which are expected to
initially target hotels in four of easyHotel's core markets, being the UK,
Spain, Ireland and the Netherlands. In addition, Bidco has initially
identified approximately five sites where early indications suggest there is
an opportunity to realise value through comprehensive refurbishment and the
provision of food and beverage services to customers as an additional stream
of revenue.
The Review will also include an evaluation of easyHotel's current operational
footprint. Bidco has no intentions to make any changes to easyHotel's
headquarters or headquarter functions but subject to the outcome of the Review
intends to realise, where possible, cost efficiencies through the
rationalisation of easyHotel's operational footprint outside of its
headquarters.
As part of its due diligence, Bidco believes it has identified up to 5 sites
where Bidco believes performance could be improved, however Bidco has not yet
had access to sufficiently detailed business information to conclude on a
strategy for these sites. Remedial actions Bidco may choose to implement could
include any mix of reorganisation, refurbishment, development,
rationalisation, sale-leaseback and/or sale-franchise back of these sites. Any
resultant actions concluded on by Bidco as part of the Review are not expected
to impact the conditions of employment and the balance of the skills and
functions of the employees and management at the sites in question.
Bidco intends to continue operating easyHotel under the 'easyHotel' brand in
accordance with the terms of easyHotel's existing brand licence agreement with
easyGroup Limited.
Owing to the nature of its business, easyHotel does not have a research and
development function and accordingly Bidco has no intentions in this regard.
Save as set out above, Bidco does not intend to make any material changes to
easyHotel's headquarters, headquarter functions, locations of business nor
will Bidco seek to redeploy easyHotel's fixed assets.
Trading Facilities
easyHotel's Shares are not currently listed on any recognised investment
exchange or recognised overseas investment exchange (as such terms are defined
in the FCA Handbook) and Bidco has no intention of changing this.
Post-offer undertakings
No statements in this Section 8 of this Announcement are "post-offer
undertakings" for the purposes of Rule 19.5 of the Takeover Code.
9. Offer is conditional
The Offer will be subject only to the acceptance condition under Rule 9.3 of
the Code pursuant to which valid acceptances to the Offer must have been
received (and not validly withdrawn in accordance with the rules and
requirements of the Code and the terms of the Offer) by no later than the
Offer Closing Time in respect of such number of easyHotel Shares as shall,
when aggregated with the easyHotel Shares already held by Bidco at the date of
the Offer and the easyHotel Shares acquired or unconditionally agreed to be
acquired (whether pursuant to completion occurring under the SPA, the Drag
Along Notice, acceptance of the Offer or otherwise) by Bidco and any persons
acting in concert with it on or after such date, represent easyHotel Shares
carrying in aggregate more than 50 per cent. of the total voting rights then
normally exercisable at a general meeting of easyHotel (the "Acceptance
Condition"). For the avoidance of doubt, pursuant to the SPA, completion of
the Acquisition is expected to take place at 12.45 pm on the Expected SPA
Completion Date or on such later date as determined in accordance with the
terms of the SPA (further details are included in Section 11 of this
Announcement) or as agreed between the parties to the SPA, subject to the
consent of the Panel if required.
Whilst Bidco's interest in easyHotel Shares already carries more than 50 per
cent. of the voting rights of easyHotel (by virtue of being interested in the
Citrus Shares upon entering into the SPA), Bidco will only become the owner of
the Citrus Shares upon completion occurring under the SPA. In practice, this
means that the Acceptance Condition will be satisfied (and the Offer will
become unconditional) upon completion occurring under the SPA. Completion
under the SPA is expected to take place at 12.45 pm on the Expected SPA
Completion Date or on such later date as determined in accordance with the
terms of the SPA (further details are included in Section 11 of this
Announcement) or as agreed between the parties to the SPA, subject to the
consent of the Panel if required. The Offer Closing Time shall take place at
1.00pm on the Unconditional Date, which is currently expected to be the same
day as the Expected SPA Completion Date, being the 22(nd) calendar day after
the date on which the Offer Document is posted to easyHotel Shareholders, but
which may be extended if completion of the SPA is delayed and the Acceleration
Statement is set aside. In such circumstances, the Unconditional Date shall be
extended to the new expected date of completion of the SPA.
Upon the Offer becoming unconditional, easyHotel has agreed with the Panel
that the normal requirements for the Offer to be kept open for a further 14
days will not apply in view of the arrangements described above regarding the
exercise of the Drag Right. Accordingly, each easyHotel Shareholder who does
not validly accept the Offer by the Offer Closing Time will be required to
sell and transfer all of the easyHotel Shares they hold to Bidco pursuant to
the Articles and the Drag Along Notice.
Other than the Acceptance Condition, there is no other condition to the Offer.
The Offer will lapse unless the Acceptance Condition has been fulfilled, or
(where permitted) waived, or (where appropriate) determined by Bidco to be
satisfied, by the Offer Closing Time. Further details are set out in Appendix
I to this Announcement.
10. Financing of the Offer and cash confirmation
The cash consideration payable by Bidco pursuant to the Offer will be financed
by an equity contribution to Bidco from Bidder Fund as documented in an equity
commitment letter (the "Equity Commitment Letter"). Further details of the
equity funding arrangement in respect of Bidco shall be set out in the Offer
Document.
Cavendish, as financial adviser to Bidco, is satisfied that sufficient
resources are available to Bidco to enable it to satisfy in full the cash
consideration payable to easyHotel Shareholders in the event of full
acceptance of, and in accordance with the terms of, the Offer.
11. Offer-related arrangements
Share Purchase Agreement and ancillary documents
On 1 May 2025, Bidco and Citrus entered into a share purchase agreement (the
"SPA") pursuant to which Citrus has agreed to sell all of the easyHotel Shares
to which Citrus is beneficially and legally entitled, comprising 189,534,229
easyHotel Shares, (the "Citrus Shares") which constitute approximately 81 per
cent. of the aggregate number of easyHotel Shares in issue, to Bidco. Under
the SPA, completion of the sale of the Citrus Shares is not subject to any
conditions precedent and is expected to take place at 12.45 pm on the 22(nd)
calendar day after the date on which the Offer Document is posted to easyHotel
Shareholders, and therefore immediately prior to the Offer Closing Time, which
is expected to be at 1.00 pm on the Expected SPA Completion Date, or on such
later date as determined in accordance with the terms of the SPA (further
details are included below) or as agreed between the parties to the SPA,
subject to the consent of the Panel if required.
The aggregate consideration for the sale and purchase of the Citrus Shares
under the SPA is €196,131,867.31, being a price of €1.03480974571714per
easyHotel Share. Citrus has provided a customary undertaking and warranty to
Bidco that it and its affiliated entities have not (and will not have)
received any "leakage" (including dividends or distributions) from the
easyHotel Group between 31 August 2024 and the Transaction Completion Date,
other than payments that constitute "permitted leakage" and Citrus has agreed
to pay to Bidco the amount of any payments that constitute "leakage" (and are
not "permitted leakage") received by Citrus or its affiliates during such
period in breach of such undertaking and warranty. Citrus's liability under
the SPA with respect to such "leakage" is subject to a six month claim period
from the date of the SPA.
Citrus has also provided certain customary fundamental warranties in relation
to, among other things, its unencumbered title to the Citrus Shares and its
capacity to sell the Citrus Shares to Bidco on the terms of the SPA. Citrus'
aggregate liability under the SPA is capped at the consideration paid to
Citrus under the SPA.
In connection with the SPA, Citrus has agreed to deliver to Bidco, on
completion of the SPA, certain documents to effect the transfer of the Citrus
Shares and certain other ancillary matters. If Citrus fails to comply with its
obligations at completion of the SPA to deliver such documents, or Bidco fails
to comply with its obligations at completion of the SPA (including in relation
to settling the consideration due under the SPA) after a cure period of not
less than ten (10) business days (as such term is defined in the SPA) nor more
than twenty (20) business days, Bidco (in the case of a Citrus default) or
Citrus (in the case of Bidco default) is entitled to terminate the SPA.
Management Warranty Deed
In connection with the SPA, certain senior managers of easyHotel (the "Senior
Managers") and Bidco have entered into a management warranty deed on the date
of the SPA (the "Management Warranty Deed") under which the Senior Managers
have provided certain warranties to Bidco in relation to the easyHotel Group
and the business of the easyHotel Group. The Management Warranty Deed includes
customary warranties in respect of certain matters including corporate and
constitutional matters, accounts, financial, banking and current trading,
compliance and litigation, contracts, assets and insurance, property, hotel
contracts, employment, pensions, intellectual property, information
technology, environment and tax and employment matters. Under the Management
Warranty Deed the Senior Managers' liability for breach of any warranty is
capped at £1 (other than in the case of fraud by such warrantor), above which
the only recourse for Bidco will be to make a claim under the warranty and
indemnity insurance policy that has been obtained by Bidco in connection with
its entry into the Management Warranty Deed. The Panel has consented to the
Senior Managers entering into the Management Warranty Deed.
In connection with the Management Warranty Deed, and as is customary, Senior
Managers have provided certain disclosures in relation to the warranties under
the Management Warranty Deed pursuant to a separate disclosure letter entered
into on the date of the Management Warranty Deed.
Cooperation Agreement
On 1 May 2025, Citrus and Bidco entered into a cooperation agreement, which
sets out the procedures the parties have agreed to follow to implement: (i)
the Offer; and (ii) the Drag Provisions following signing of the SPA (the
"Cooperation Agreement"). In relation to the Drag Provisions, Citrus has
agreed pursuant to the SPA to exercise its right pursuant to Articles 77 to 85
(Drag Along) of the Articles (the "Drag Provisions") in respect of those
easyHotel Shareholders who do not validly accept the Offer by the Offer
Closing Time. Accordingly, pursuant to the Cooperation Agreement Citrus and
Bidco have agreed that, in order to effect the Drag Provisions, they shall
cooperate with each other to arrange for the Drag Along Notice, and the Drag
Documents (as defined in the Cooperation Agreement) to be sent to the
easyHotel Shareholders (excluding Citrus) on the date of the issuance of the
Offer Document.
In relation to the Offer, Bidco has, amongst other things, given certain
undertakings to Citrus relating to the implementation of the Offer, including
agreeing to comply with the provisions of the Code (subject to any derogations
granted by the Takeover Panel) and any ruling of the Takeover Panel in
relation to the Offer. Citrus has, amongst other things, given certain
undertakings to Bidco, that: (i) it will transfer the shares it holds in
easyHotel to Bidco pursuant to the terms of the SPA; (ii) it will not,
directly or indirectly, solicit an offer from any other party in relation to
the easyHotel Shares it holds.
Confidentiality Agreement
Bidder Fund, has entered into a confidentiality agreement with easyHotel,
dated 13 June 2024 (the "Confidentiality Agreement") pursuant to which Bidder
Fund has undertaken to easyHotel to keep certain information relating to the
Offer, to the Acquisition and to the easyHotel Group confidential and not to
disclose such information to third parties except to certain permitted
disclosees for the purposes of the Offer or the Acquisition, unless agreed in
writing by easyHotel in advance or if required by applicable law, regulation,
rule, requirement or official request of a regulatory or governmental
authority. The confidentiality obligations of Bidder Fund under the
Confidentiality Agreement terminate two years after the date of the
Confidentiality Agreement or, if earlier, when definitive documents in
connection with the transaction are entered into.
The Confidentiality Agreement also contains undertakings from Bidder Fund that
for a period of 12 months from the date of the Confidentiality Agreement,
subject to certain exceptions, it shall not and it shall direct its disclosees
under the Confidentiality Agreement (other than finance providers or
professional advisers) not to solicit, engage or employ (or offer to employ) a
senior employee of the easyHotel Group, subject to customary carve-outs.
12. Publication on website and requesting hard copies of
documents
Copies of the following documents will be made available in accordance with
Rule 26 of the Takeover Code subject to certain restrictions relating to
persons resident in Restricted Jurisdictions on easyHotel's website at
www.easyhotel.com/easyhotel-disclaimer
(http://www.easyhotel.com/easyhotel-disclaimer) and TCP's website at
https://tristancap.com/public-announcement
(https://tristancap.com/public-announcement) by no later than 12 noon (London
time) on the Business Day following the date of this Announcement:
· this Announcement;
· the Equity Commitment Letter;
· the SPA;
· the Management Warranty Deed;
· the Confidentiality Agreement;
· the Cooperation Agreement;
· the consent letter of Rothschild & Co; and
· the consent letter of Cavendish.
For the avoidance of doubt, the contents of the websites referred to in this
Announcement are not incorporated into and do not form part of this
Announcement.
Subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, you may request a hard copy of this Announcement (and any
information incorporated into this Announcement by reference to another
source), free of charge, by contacting MUFG Corporate Markets, Central Square,
29 Wellington Street, Leeds LS1 4DL in writing or by telephone on +44 371 664
0321. Calls are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the applicable
international rate. The helpline is open between 9 am - 5.30 pm, Monday to
Friday excluding public holidays in England and Wales. Please note that MUFG
Corporate Markets cannot provide any financial, legal or tax advice and calls
may be recorded and monitored for security and training purposes. You may also
request that all future documents, announcements and information in relation
to the Offer be sent to you in hard copy form. Unless an easyHotel Shareholder
has previously elected to receive hard copies, all future documents,
announcements and information shall not be sent to that easyHotel Shareholder
in hard copy unless requested.
13. Overseas Shareholders
The availability of the Offer to easyHotel Shareholders who are not resident
in the United Kingdom may be affected by the laws and/or regulations of their
relevant jurisdiction. Such persons should inform themselves of, and observe,
any applicable legal or regulatory requirements of their jurisdiction. Further
details in relation to Overseas Shareholders will be contained in the Offer
Document. If you remain in any doubt regarding such matters, you should
consult your professional adviser in the relevant jurisdiction without delay.
This Announcement does not constitute an offer for sale for any securities or
an offer or an invitation to purchase any securities.
14. Acceleration Statement
The Offer will remain open for acceptance until 1.00 p.m. (London time) on the
Unconditional Date (unless Bidco has set aside the Acceleration Statement in
accordance with the Code).
By specifying an Unconditional Date which is earlier than Day 60 (as defined
in the Code), Bidco is treated as having made an acceleration statement to
which Rule 31.5 of the Code applies. In accordance with Rule 31.5(e) of the
Code, Bidco reserves the right to set this Acceleration Statement aside:
· if the SPA does not complete on the Expected SPA Completion Date
and completion of the SPA is set for a later date in accordance with the terms
of the SPA;
· with the agreement or consent of the easyHotel Board;
· if a third party announces an offer for easyHotel or there is
otherwise an announcement of a possible offer for easyHotel by a third party
or an announcement which refers to the existence of a new potential offeror
for easyHotel (whether the potential offeror is identified or not);
· if a third party announces a firm intention to make an offer for
easyHotel;
· in the event of an increased or improved offer for easyHotel by
Bidco being recommended by the easyHotel Board; and
· in wholly exceptional circumstances as provided for by Rule
31.5(e)(ii) of the Code.
Under Rules 31.5(c) and (d) of the Code, as a result of this Acceleration
Statement being made (and unless the Panel consents otherwise):
· Rule 31.8(a) of the Code is disapplied and there will therefore
be no restriction on the date by which the easyHotel Board may announce any
material new information; and
· Rules 2.6(d) and (e) of the Code are disapplied and there will
therefore be no requirement for an identified potential competing offeror to
clarify its position by no later than Day 53 (as defined in the Code) of the
timetable for the Offer.
In the event that Bidco sets aside the Acceleration Statement in accordance
with the Code, Bidco will retain the right to bring forward the date by which
the Acceptance Condition must be satisfied (and therefore shorten the period
for which the Offer is open for acceptance) by publishing a Subsequent
Acceleration Statement, in accordance with the requirements of the Code.
Bidco also has the right to seek to invoke the Acceptance Condition, so as to
cause the Offer to lapse, by publishing a notice of its intention to do so in
accordance with the requirements of Rule 31.6 of the Takeover Code (an
"ACIN"). The ACIN will specify the date on which Bidco intends to seek to
invoke the Acceptance Condition so as to cause the Offer to lapse, in
accordance with the requirements of the Code. In such circumstances, Bidco
will make an announcement of the new date by which the Form of Acceptance must
be received in order to be taken into account for purposes of determining the
level of acceptances and/or whether the Acceptance Condition has been
satisfied.
15. Disclosure of interests
As at the Last Practicable Date, Citrus is the beneficial owner of 189,534,229
easyHotel Shares, which constitute approximately 81 per cent. of the aggregate
number of easyHotel Shares in issue. Citrus has agreed to sell all the
easyHotel Shares of which it is the beneficial owner to Bidco pursuant to the
SPA.
Except for the interests referred to above, as at the Last Practicable Date,
neither Bidco, nor any of its directors nor any persons acting in concert with
Bidco had:
· any interest in, or right to subscribe for any easyHotel Share;
· any short position in easyHotel Shares, including any short
position under a derivative, any agreement to sell, any delivery obligation or
right to require another person to purchase or take delivery of easyHotel
Shares;
· borrowed or lent any easyHotel Shares or entered into any
financial collateral arrangements relating to easyHotel Shares; or
· entered any dealing arrangement of the kind referred to in Note
11 on the definition of acting in concert in the Code in relation to relevant
securities of easyHotel.
16. Consents
Rothschild & Co has given and not withdrawn its consent to the publication
of this Announcement with the inclusion herein of the references to its name
in the form and context in which such references appear.
Cavendish has given and not withdrawn its consent to the publication of this
Announcement with the inclusion herein of the references to its name in the
form and context in which such references appear.
17. Enquiries
Bidco
Claudia Cronshaw +44 20 3463 8900
Cavendish (Financial Adviser to Bidco)
Henrik Persson +44 20 7220 0500
Marc Milmo
Seamus Fricker
Finn Gordon
easyHotel
Daniel Thompson communications@easyhotel.com
(mailto:communications@easyhotel.com)
Nichola Buchanan
Charles Persello
Rothschild & Co (Rule 3 Adviser and Financial Adviser to easyHotel)
David Kakon +44 20 7280 5000
Robert Waddingham
Bryan Cave Leighton Paisner LLP is providing legal advice to Bidco. Skadden,
Arps, Slate, Meagher & Flom (UK) LLP is providing legal advice to
easyHotel and Citrus.
Important Notes
Cavendish Capital Markets Limited ("Cavendish"), which is authorised by and
regulated by the FCA in the United Kingdom, is acting exclusively as financial
adviser to Bidco and no one else in connection with the Offer and other
matters set out in this Announcement and will not be responsible to anyone
other than Bidco for providing the protections afforded to clients of
Cavendish nor for providing advice in relation to the Offer, the content of
this Announcement or any other matter referred to herein. Neither Cavendish
nor any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of
Cavendish in connection with this Announcement, any statement contained herein
or otherwise.
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated in the United Kingdom by the FCA, is acting
exclusively for easyHotel and no one else in relation to the Offer and/or
other matters set out in this Announcement and will not be responsible to
anyone other than easyHotel for providing the protections afforded to the
clients of Rothschild & Co, or for providing advice in relation to the
Offer, the contents of this Announcement or any other matter referred to
herein. Neither Rothschild & Co nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Rothschild & Co in
connection with the Offer for this Announcement, any statement contained
herein or otherwise.
No offer or solicitation
This Announcement is for information purposes only. It is not intended to and
does not constitute, or form part of, any offer or invitation or the
solicitation of any offer to sell or purchase any securities or the
solicitation of any offer to otherwise acquire, subscribe for, sell or
otherwise dispose of any security pursuant to the Offer or otherwise. The
Offer will be made solely by the Offer Document (together with the Form of
Acceptance), which will contain the full terms and conditions of the Offer,
including details of how the Offer may be accepted. easyHotel Shareholders
should carefully read the Offer Document (and the Form of Acceptance) in its
entirety before making a decision with respect to the Offer. Any decision in
respect of, or other response to, the Offer should be made only on the basis
of the information in the Offer Document and Form of Acceptance as applicable.
The full terms and conditions of the Offer (including details of how the Offer
may be accepted) will be set out in the Offer Document and the related Form of
Acceptance. The Offer will be made solely through the Offer Document and the
Form of Acceptance, and any acceptance of the Offer should be made only on the
basis of the information contained in the Offer Document and the Form of
Acceptance.
It is intended that the Offer Document and Form of Acceptance containing
further details of the Offer will be despatched to easyHotel Shareholders
(other than to persons in a Restricted Jurisdiction) no later than 28 days
after the date of this Announcement (unless agreed otherwise with the Panel).
This Announcement does not constitute a prospectus or prospectus equivalent
document.
Overseas jurisdictions
The availability of the Offer and the release and/or distribution of this
Announcement in or into jurisdictions other than the United Kingdom may be
restricted by the laws and regulations of those jurisdictions and, therefore,
persons who are not resident in the United Kingdom into whose possession this
Announcement comes should inform themselves about and observe any such
restrictions. Failure to comply with any such restrictions may constitute a
violation of the securities laws of any such jurisdiction. easyHotel
Shareholders who are in any doubt regarding such matters should consult an
appropriate independent financial adviser in their relevant jurisdiction
without delay.
Copies of this Announcement are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or
from any Restricted Jurisdiction, and persons receiving this Announcement
(including custodians, nominees and trustees) must not, directly or
indirectly, mail or otherwise distribute or send it in, into or from such
Restricted Jurisdictions as doing so may violate the securities laws of such
jurisdictions and invalidate any purported acceptance of the Offer.
This Announcement has been prepared in compliance with English law and
regulation (including the Takeover Code), and the information disclosed may
not be the same as that which would have been disclosed if this Announcement
had been prepared in accordance with the laws and regulations of jurisdictions
outside England.
This Announcement is not an offer of securities for sale in any jurisdiction
(including any Restricted Jurisdiction).
Notice to US shareholders
The Offer is being made in the United States pursuant to Section 14(e) of,
and Regulation 14E under, the US Securities Exchange Act of 1934, as amended
(the "US Exchange Act"), and otherwise in accordance with the requirements of
the Code. Accordingly, the Offer will be subject to disclosure and other
procedural requirements, including with respect to offer timetable, settlement
procedures and timing of payments that are different from those applicable
under US domestic tender offer procedures and law.
The Offer is being made for the securities of a private limited company
incorporated in England. The Offer is subject to UK disclosure requirements,
which are different from certain United States disclosure requirements. The
financial information on easyHotel included in this document has been prepared
in accordance with International Accounting Standards in conformity with the
requirements of the UK Companies Act 2006 and may therefore not be comparable
to financial information of US companies or companies whose financial
statements are prepared in accordance with generally accepted accounting
principles in the United States.
The receipt of cash pursuant to the Offer by a US holder of easyHotel Shares
may be a taxable transaction for US federal income tax purposes and under
applicable US state and local, as well as foreign and other, tax laws. Each
easyHotel Shareholder is urged to consult his independent professional adviser
immediately regarding the tax consequences of accepting the Offer.
Furthermore, the payment and settlement procedure with respect to the Offer
will comply with the relevant UK rules, which differ from the United States
payment and settlement procedures, particularly with regard to the date of
payment of consideration.
The Offer will be made (including in the United States) by Bidco and no one
else. None of Rothschild & Co or Cavendish nor any of their respective
affiliates, will be making the Offer in (or outside) the United States.
It may be difficult for US holders of easyHotel Shares to enforce their rights
and any claim arising out of US federal securities laws, since Bidco and
easyHotel are both incorporated under the laws of England and Wales and some
or all of their officers and directors are residents of non-US jurisdictions.
In addition, most of the assets of Bidco and easyHotel are located outside the
United States. US holders of easyHotel Shares may not be able to sue a non-US
company or its officers or directors in a non-US court for violations of US
securities laws. Further, it may be difficult to compel a non-US company and
its affiliates to subject themselves to a US court's judgment.
This document does not constitute an offer of securities for sale in the
United States or an offer to acquire securities in the United States. No offer
to acquire securities or to exchange securities for other securities has been
made, or will be made, directly or indirectly, in or into, or by the use of
the mails of, or by any means or instrumentality of interstate or foreign
commerce or any facilities of a national securities exchange of, the United
States or any other country in which such offer may not be made other than:
(i) in accordance with the tender offer requirements under the US Exchange
Act, or the securities laws of such other country, as the case may be, or (ii)
pursuant to an available exemption from such requirements.
Neither the US Securities and Exchange Commission nor any US state securities
commission has approved or disapproved the Offer, passed comment upon the
fairness or merits of the Offer or passed comment upon the adequacy or
completeness of this document. Any representation to the contrary is a
criminal offence in the United States.
In accordance with normal UK market practice, and pursuant to Rule 14e-5(b) of
the US Exchange Act, Bidco or its nominees or brokers (acting as agents) may
from time to time make certain purchases of, or arrangements to purchase,
easyHotel Shares outside the Offer before or during the period in which the
Offer remains open for acceptance. Any information about such purchases will
be disclosed to all investors to the extent required in the United Kingdom and
will be reported to easyHotel and made available on the easyHotel website at
www.easyhotel.com/easyhotel-disclaimer
(http://www.easyhotel.com/easyhotel-disclaimer) . If such purchases or
arrangements to purchase are made they will be made outside the United States
and will comply with applicable law, including the US Exchange Act.
For the avoidance of doubt, the Drag Along Notice will be sent to all
shareholders in easyHotel (excluding Citrus) so as to enable Bidco to rely on
the Drag Right.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 p.m. (London time) on the 10th
Business Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day
following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the extent that
these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 p.m. (London time) on the Business Day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.
The Takeover Panel has granted a dispensation from the requirements in Note 3
on Rule 8 of the Takeover Code that disclosures made under Rule 8 of the
Takeover Code must be made via an RIS. Therefore, any Opening Position
Disclosures and Dealing Disclosures required under Rule 8 of the Takeover Code
may be made to easyHotel by email to Nichola Buchanan
(Nichola.Buchanan@easyhotel.com) and will be published on easyHotel's website
at www.easyhotel.com/easyhotel-disclaimer
(https://url.uk.m.mimecastprotect.com/s/i1YDCzKj4FMjoJzMHXhlc9NmbH) . A copy
must also be sent to the Panel's Market Surveillance Unit by email
(monitoring@thetakeoverpanel.org.uk).
Cautionary note regarding forward-looking statements
This Announcement, including information included or incorporated by reference
in this Announcement, contains certain forward-looking statements with respect
to Bidder Fund, Bidco and easyHotel. These forward-looking statements can be
identified by the fact that they do not relate only to historical or current
facts. Forward-looking statements often use words such as, without limitation,
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "aim", "will", "may", "hope", "continue", "would", "could" or
"should" or other words of similar meaning or the negative thereof.
Forward-looking statements include, but are not limited to, statements
relating to the following: (i) future capital expenditures, expenses,
revenues, economic performance, financial conditions, dividend policy, losses
and future prospects, (ii) business and management strategies and the
expansion and growth of the operations of Bidco or easyHotel, and (iii) the
effects of government regulation on the business of Bidco or easyHotel. There
are many factors which could cause actual results to differ materially from
those expressed or implied in forward-looking statements. Among such factors
are changes in global, political, economic, business, competitive, market and
regulatory forces, future exchange and interest rates, changes in tax rates
and future business combinations or disposals. Such statements are qualified
in their entirety by the inherent risks and uncertainties surrounding future
expectations.
These forward-looking statements are based on numerous assumptions regarding
the present and future business strategies of such persons and the environment
in which each will operate in the future. Except as expressly provided in this
Announcement, neither they nor any other statements have been reviewed by the
auditors of Bidder Fund, Bidco or easyHotel. By their nature, these
forward-looking statements involve known and unknown risks, and uncertainties
because they relate to events and depend on circumstances that will occur in
the future. The factors described in the context of such forward-looking
statements in this Announcement may cause the actual results, performance or
achievements of any such person, or industry results and developments, to be
materially different from any results, performance or achievements expressed
or implied by such forward-looking statements. No assurance can be given that
such expectations will prove to have been correct and persons reading this
Announcement are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
Announcement. None of Bidder Fund, Bidco, easyHotel, or their respective
members, directors, officers, employees, advisers or any person acting on
behalf of one or more of them, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in any
forward-looking statements in this Announcement will actually occur.
None of Bidder Fund, Bidco, easyHotel, or their respective members, directors,
officers, employees, advisers or any person acting on behalf of one or more of
them, has any intention or accepts any obligation to update publicly or revise
forward-looking statements, whether as a result of new information, future
events or otherwise, except to the extent legally required. All subsequent
oral or written forward-looking statements attributable to Bidder Fund, Bidco
or easyHotel or any persons acting on their behalf are expressly qualified in
their entirety by the cautionary statement above.
None of Bidder Fund, Bidco, easyHotel, or their respective members, directors,
officers, employees, advisers or any person acting on behalf of one or more of
them, provides any representation, assurance or guarantee that the occurrence
of the events expressed or implied in any forward-looking statements in this
Announcement will actually occur.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit forecast or estimate
for Bidder Fund, Bidco or easyHotel for any period and no statement in this
Announcement should be interpreted to mean that cash flow from operations,
earnings, or earnings per share or income of those persons (where relevant)
for the current or future financial years would necessarily match or exceed
the historical published cash flow from operations, earnings, earnings per
share or income of those persons (as appropriate).
Dividends
If any dividend or other distribution is declared, made or paid in respect of
easyHotel Shares on or after the date of this Announcement, Bidco reserves the
right to reduce any price paid for any easyHotel Shares subject to the Offer
by the amount of such dividend or other distribution in which case any
reference in this Announcement to the price per easyHotel Share payable under
the Offer will be deemed to be a reference to that price so reduced. In such
circumstances, easyHotel Shareholders would be entitled to receive and retain
any such dividend or other distribution.
Rule 2.9 Disclosures
In accordance with Rule 2.9 of the Takeover Code, easyHotel confirms that, as
at 29 April 2025, it has 233,982,617 fully paid ordinary shares of 1 pence
each in issue. easyHotel currently does not hold any ordinary shares in
treasury. easyHotel's International Securities Identification Number ("ISIN")
has now been disabled and all easyHotel Shares are held in certificated form
as at the date of this Announcement. Prior to disablement, easyHotel's ISIN
was GB00BMDKN239.
Purchases outside the Offer
Bidco or its nominees or brokers (acting as agents) may purchase easyHotel
Shares otherwise than under the Offer, such as through privately negotiated
purchases. Such purchases shall comply with the Takeover Code.
Electronic communication
Please be aware that addresses, electronic addresses and certain information
provided by easyHotel Shareholders, persons with information rights and other
relevant persons for the receipt of communications from easyHotel may be
provided to Bidco during the Offer Period as requested under Section 4 of
Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.
Rounding
Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
Announcement not a prospectus
This Announcement does not constitute a prospectus or prospectus equivalent
document.
Time
All times shown in this Announcement are London times, unless otherwise
stated.
General
If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or if not, from another appropriately authorised
independent financial adviser.
APPENDIX 1
FURTHER TERMS OF THE OFFER
1. The Acceptance Condition
a. Subject to the requirements of the Panel in
accordance with the Code, the Offer will be subject only to the acceptance
condition under Rule 9.3 of the Code pursuant to which valid acceptances to
the Offer must have been received (and not validly withdrawn in accordance
with the rules and requirements of the Code and the terms of the Offer) by no
later than 1.00pm on the Unconditional Date in respect of such number of
easyHotel Shares as shall, when aggregated with the easyHotel Shares already
held by Bidco at the date of the Offer and the easyHotel Shares acquired or
unconditionally agreed to be acquired (whether pursuant to completion
occurring under the SPA, acceptance of the Offer or otherwise) by Bidco and
any persons acting in concert with it on or after such date, represent
easyHotel Shares carrying in aggregate more than 50 per cent. of the total
voting rights then normally exercisable at a general meeting of easyHotel (the
"Acceptance Condition").
b. For the purposes of the Acceptance Condition:
i. easyHotel Shares which have been unconditionally allotted but
not issued before the Offer becomes or is declared unconditional, whether
pursuant to the exercise of any outstanding subscription, option or conversion
rights or otherwise, shall be deemed to carry the voting rights they shall
carry upon issue;
ii. all percentages of voting rights and share capital are to be
calculated by reference to the percentage held and in issue excluding any and
all shares held in treasury by easyHotel from time to time; and
iii. the expression "easyHotel Shares to which the Offer relates"
shall be construed in the same way as the expression "of the shares affected"
contained in Part 28 of the Companies Act.
2. The Offer will be governed by English law and be
subject to the further terms set out in this Appendix 1 and to be set out in
the Offer Document and the Form of Acceptance. The Offer will be subject to
the applicable rules, regulations and requirements of the Financial Conduct
Authority, the Panel and the Code. This Announcement does not constitute, or
form part of, an offer or invitation to purchase easyHotel Shares or any other
securities.
3. The Offer will lapse unless the Acceptance
Condition has been fulfilled, or (where permitted) waived, or (where
appropriate) determined by Bidco to be satisfied, by the Offer Closing Time,
being 1.00pm on the Unconditional Date.
4. The Acceptance Condition is not subject to Rule
13.5(a) of the Code.
5. If the Offer lapses, the Offer shall cease to be
capable of further acceptance and accepting easyHotel Shareholders and Bidco
shall cease to be bound by Forms of Acceptance submitted at or before the time
when the Offer so lapses.
6. The easyHotel Shares will be acquired by Bidco
fully paid and free from all liens, equitable interests, charges,
encumbrances, rights of pre-emption and any other third party rights or
interests of any nature whatsoever and together with all rights existing at
the Transaction Completion Date or thereafter attaching thereto, including
(without limitation) voting rights and the right to receive and retain, in
full, all dividends and other distributions (if any) declared, made or paid or
any other return of capital (whether by way of reduction of share capital or
share premium account or otherwise) made on or after the Transaction
Completion Date.
7. If any dividend, distribution or other return of
capital is authorised, declared, made or paid in respect of the easyHotel
Shares on or after the date of this Announcement, Bidco reserves the right to
reduce the Offer consideration by the amount of all or part of any such
dividend, distribution or other return of capital, in which case any reference
in this Announcement or in the Offer Document to the consideration payable
under the terms of the Offer will be deemed to be a reference to the
consideration as so reduced and the relevant eligible easyHotel Shareholder
will be entitled to receive and retain such dividend and/or other
distribution, provided that, to the extent that such dividend or distribution
is cancelled, the consideration shall not be subject to change. In such
circumstances, easyHotel Shareholders would be entitled to retain any such
dividend, distribution or other return of capital declared, made or paid or
which becomes payable. Any exercise by Bidco of its rights referred to in this
paragraph shall be the subject of an announcement and, for the avoidance of
doubt, shall not be regarded as constituting any revision or variation of the
terms of the Offer.
8. The Offer will not be made, directly or indirectly,
in or into, or by use of the mails of, or by any means or instrumentality
(including, without limitation, facsimile transmission, telex, telephone,
internet or e-mail) of interstate or foreign commerce of, or of any facility
of a national securities exchange of, any Restricted Jurisdiction and the
Offer will not be capable of acceptance by any such use, means,
instrumentality or facility or from within, any Restricted Jurisdiction.
9. In deciding whether or not to accept the Offer in
respect of their easyHotel Shares, easyHotel Shareholders should rely on the
information contained in, and follow the procedures described in, the Offer
Document and the Form of Acceptance which will be posted (or made available
electronically in accordance with the Takeover Code) to easyHotel Shareholders
(other than to any easyHotel Shareholders with addresses in any Restricted
Jurisdiction) as soon as reasonably practicable and in any event no later than
28 days after the date of this Announcement. Bidco may seek the consent of
easyHotel to despatch the Offer Document and Form of Acceptance to easyHotel
Shareholders within 7 days of this Announcement.
10. The Offer will be made on, and subject to, the terms set
out in this Appendix 1, the further terms which will be set out in the Offer
Document and the Form of Acceptance and such further terms as may be required
to comply with the Takeover Code and applicable law.
APPENDIX 2
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this Announcement, unless otherwise stated or the context otherwise
requires, the bases of calculation and sources of information are used as
described below.
1. Unless otherwise stated, the financial information
relating to easyHotel has been extracted from easyHotel's annual report and
accounts for the year ended 31 December 2023.
2. The value attributed to the entire issued and to be
issued ordinary share capital of easyHotel is based upon the consideration of
€1.03480974571714 for each easyHotel Share, multiplied by the fully diluted
share capital of easyHotel and 233,982,617 easyHotel Shares in issue as at
close of business on the Last Practicable Date. There are no options, warrants
or other convertible securities or other rights in existence which could
result in the issue of further easyHotel Shares.
APPENDIX 3
DEFINITIONS
The following definitions apply throughout this Announcement (unless the
context otherwise requires):
£ or the lawful currency of the United Kingdom from time to time;
pence.................................................................................................
€ or the lawful currency of the members states of the European Union that adopt the
cent.................................................................................................... single currency from time to time;
Acceleration the statement made by Bidco as set out in this Announcement to which Rule 31.5
Statement........................................................................ of the Code applies, which Bidco is treated as having made by specifying an
Unconditional Date in this Announcement which is earlier than Day 60 (as
defined in the Code);
Acceptance has the meaning given to it in Section 1 of this Announcement, as set out
Condition.......................................................................... in further detail in paragraph 1 of Appendix 1 to this Announcement;
Acquisition.............................................................................................. has the meaning given to it in Section 1 of this Announcement;
Announcement....................................................................................... this announcement of which the Appendices form part;
Articles........................................................................... the articles of association of easyHotel adopted by special resolution passed
on 30 March 2022;
Bidco........................................................................................................ EPISO 6 Tiger Hotels Ltd, a company incorporated in England and Wales with
registered number 16379859 and whose registered office is at Berkeley Square
House, 8th Floor, Berkeley Square, London, United Kingdom, W1J 6DB
Bidco the directors of Bidco on the date of this Announcement or, where the context
Directors...................................................................................... so requires, the directors of Bidco from time to time;
Bidder Fund……………………………………… European Property Investors Special Opportunities 6 SCSp-SICAV-SIF, an
undertaking established in Luxembourg, with a registered number B257687 and
whose registered office is at 404, Route d'Esch, Luxembourg, L-1471
Business a day, not being a public holiday, Saturday or Sunday, on which banks in
Day........................................................................................... London are open for normal business;
Cavendish................................................................................................ Cavendish Capital Markets Limited, a company incorporated in England and
Wales, with registered number 06198898, whose registered office is at 1
Bartholomew Close, London, England, EC1A 7BL;
Citrus........................................................................................................ Citrus Holdco Limited, a company incorporated in England and Wales, with
registered number 12137070, whose registered office is at Audley House, 13
Palace St, London, United Kingdom, SW1E 5HX;
Citrus has the meaning given to it in Section 1 of this Announcement;
Shares..........................................................................................
Code or Takeover the City Code on Takeovers and Mergers;
Code.......................................................................
Companies the Companies Act 2006 (as amended);
Act.......................................................................................
Cooperation has the meaning given to it in Section 11 of this Announcement;
Agreement......................................................................
Dealing an announcement pursuant to Rule 8 of the Code containing details of dealings
Disclosure................................................................................ in relevant securities of a party to an offer;
Drag Along has the meaning given to it in Section 1 of this Announcement;
Notice................................................................................
Drag has the meaning given to it in Section 1 of this Announcement;
Provisions.....................................................................................
Drag has the meaning given to it in Section 1 of this Announcement;
Right..............................................................................................
easyHotel or the easyHotel Limited, a company registered in England and Wales with registered
Company.................................................................. number 09035738 and whose registered office is at 52 Grosvenor Gardens,
London, SW1W 0AU, United Kingdom;
easyHotel the board of directors of easyHotel;
Board....................................................................................
easyHotel the directors of easyHotel as at the date of this Announcement or, where the
Directors.............................................................................. context so requires, the directors of easyHotel from time to time;
easyHotel easyHotel and its subsidiary undertakings from time to time and, where the
Group................................................................................... context permits, each of them;
easyHotel holders of easyHotel Shares;
Shareholders.......................................................................
easyHotel the ordinary shares of 1 pence each in the capital of easyHotel;
Share(s)................................................................................
Equity Commitment has the meaning given to it in Section 10 of this Announcement;
Letter................................................................
Expected SPA Completion has the meaning given to it in Section 1 of this Announcement;
Date........................................................
FCA........................................................................................................... Financial Conduct Authority or its successor from time to time;
Form of the form of acceptance and authority relating to the Offer accompanying the
Acceptance............................................................................. Offer Document for use by the easyHotel Shareholders in connection with the
Offer;
FSMA....................................................................................................... the Financial Services and Markets Act 2000 (as amended from time to time);
Last Practicable 29 April 2025;
Date...........................................................................
Management Warranty has the meaning given to it in Section 11 of this Announcement;
Deed............................................................
MUFG Corporate a trading name of MUFG Corporate Markets (UK) Limited, a company incorporated
Markets................................................................. in England and Wales, with registered number 02605568, whose registered office
is at Central Square, 29 Wellington Street, Leeds, United Kingdom, LS1 4DL;
Offer......................................................................................................... has the meaning given to it in Section 1 of this Announcement;
Offer Closing has the meaning given to it in Section 1 of this Announcement;
Time..............................................................................
Offer the formal document setting out the full terms and conditions of the Offer, to
Document..................................................................................... be posted (or made available electronically in accordance with the Takeover
Code) to easyHotel Shareholders (other than certain Overseas Shareholders);
Offer the offer period (as defined by the Code) relating to easyHotel, which
Period........................................................................................... commenced on 15 August 2024 and the offer period will end when the Offer
becomes unconditional;
Opening Position an announcement pursuant to Rule 8 of the Code containing details on interests
Disclosure.............................................................. or short positions in, or rights to subscribe for, any relevant securities of
a party to an offer;
Overseas easyHotel Shareholders resident in, ordinarily resident in, or citizens or
Shareholders........................................................................ nationals of, jurisdictions outside the United Kingdom;
Panel or Takeover the UK Panel on Takeovers and Mergers;
Panel....................................................................
RNS........................................................................................................... the Regulatory News Service;
relevant shall be construed in accordance with the Code;
securities.................................................................................
Restricted any jurisdiction where local laws or regulations may result in a significant
Jurisdiction(s).................................................................... risk of civil, regulatory or criminal exposure if information concerning the
Offer is sent or made available to easyHotel Shareholders in that
jurisdiction;
Rothschild & N.M. Rothschild & Sons Limited, a company incorporated in England and
Co.................................................................................... Wales, with registered number 00925279, whose registered office is at New
Court, St Swithin's Lane, London, EC4N 8AL;
Senior has the meaning given to it in Section 11 of this Announcement;
Managers...................................................................................
SPA........................................................................................................... has the meaning given to it in Section 1 of this Announcement;
Subsequent Acceleration any further statement made subsequent to the Acceleration Statement being set
Statement.................................................. aside in which Bidco, in accordance with Rule 31.5 of the Code, brings forward
the latest date by which the Acceptance Condition must be satisfied;
subsidiary, subsidiary undertaking and undertaking..................
shall be construed in accordance with the Companies Act;
TCP……………………………………………….. Tristan Capital Partners LLP, a company incorporated in England and Wales,
with registered number OC375198, whose registered office is at Berkeley Square
House 8th Floor, Berkeley Square, London, W1J 6DB;
Transaction Completion means the date on which completion of the Acquisition pursuant to the SPA
Date............................................................ actually takes place, which is expected to be at 12.45 pm on the Expected SPA
Completion Date, provided that completion of the Acquisition may take place on
a later date as determined in accordance with the terms of the SPA or as
agreed between the parties to the SPA, subject to the consent of the Panel (if
required);
Unconditional the 22(nd) calendar day after the date on which the Offer Document is posted
Date............................................................................... to easyHotel Shareholders, or, if Bidco has, where permitted, set aside the
Acceleration Statement, such other date as Bidco may specify in the Offer
Document or any Subsequent Acceleration Statement (unless, where permitted, it
has set aside such Subsequent Acceleration Statement);
United Kingdom or United Kingdom of Great Britain and Northern Ireland;
UK........................................................................
US or United the United States of America, its territories and possessions, any state of
States................................................................................ the United States and the District of Columbia; and
US Exchange the US Securities Exchange Act of 1934, as amended, and the rules and
Act................................................................................... regulations promulgated thereunder.
References to the singular include the plural and vice versa and references to
one gender include all genders.
All references to statutory provisions or law or to any order or regulation
shall be construed as a reference to that statutory provision, law, order or
regulation as extended, modified, replaced or re-enacted from time to time and
all statutory instruments, regulations and orders from time to time made
thereunder or deriving validity therefrom.
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