REG - EPISO 6 Tiger Hotels easyHotel Limited - Offer Document Posted

Mitsubishi UFJ FinancialAnnouncement

13/05/2025 09:15

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250513:nRSM4280Ia&default-theme=true

RNS Number : 4280I  EPISO 6 Tiger Hotels Ltd  13 May 2025

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

 

 

13 May 2025

 

RECOMMENDED MANDATORY CASH OFFER

for

 

EASYHOTEL LIMITED

("easyHotel" or the "Company")

 

by

 

EPISO 6 Tiger Hotels Ltd

 ("Bidco")

 

PUBLICATION OF OFFER DOCUMENT

 

 

 

On 1 May 2025, Bidco, an indirectly wholly-owned subsidiary of European
Property Investors Special Opportunities 6 SCSp-SICAV-SIF, a fund advised by
Tristan Capital Partners, announced that it had 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, representing
approximately 81 per cent. of the easyHotel Shares in issue at a price of
€1.03480974571714 per easyHotel Share, in cash (the "Acquisition").
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 at a
price of €1.03480974571714 per easyHotel Share, in cash (the "Offer").

 

Further to that announcement, Bidco and easyHotel are now announcing that the
offer document containing the full terms and conditions of the Offer (the
"Offer Document"), together with the related Form of Acceptance, has today
been published and sent to easyHotel Shareholders.

 

Terms used but not defined in this announcement have the same meanings as in
the Offer Document.

 

 

 

Information for easyhotel Shareholders

 

The Offer will be open for acceptances until 1.00 p.m. (London time) on the
Unconditional Date, which is 4 June 2025 (unless Bidco has set aside the
Acceleration Statement in accordance with the Takeover Code, as set out in
paragraph 1 of Section 1 the Offer Document).

 

To accept the Offer in respect of your easyHotel Shares, you must complete,
sign and return the Form of Acceptance as soon as possible and, in any event,
so as to be received by the Receiving Agent, MUFG Corporate Markets, by no
later than 1.00 p.m. (London time) on 4 June 2025. Full details of the
procedure for acceptance of the Offer are set out in paragraph 12 of Section
2 of the Offer Document and as further described in the Form of Acceptance
(Part D of the Offer Document).

 

Subject to certain restrictions relating to persons resident in a Restricted
Jurisdiction, the Offer Document will be made available on easyHotel's
website at www.easyhotel.com/easyhotel-disclaimer and TCP's website at
https://tristancap.com/public-announcement until the end of the Offer Period.
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 the Offer Document and the Form
of Acceptance by contacting MUFG Corporate Markets in writing at MUFG
Corporate Markets, Corporate Actions, Central Square, 29 Wellington Street,
Leeds, LS1 4DL, United Kingdom or by telephoning MUFG Corporate Markets on
0371 664 0321 if calling from within the UK (or +44 371 664 0321 if calling
from outside the UK). Calls are charged at the standard geographic rate and
will vary by provider. Calls outside the UK will be charged at the applicable
international rate. The helpline is open between 9.00 a.m. - 5.30 p.m. Monday
to Friday (excluding public holidays in England and Wales). Please note that,
for legal reasons, MUFG Corporate Markets cannot provide advice on the merits
of the proposals or give any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes.

 

The Offer is subject to the full terms and conditions set out in the Offer
Document and the Form of Acceptance.

 

For further information:

 

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

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 is made solely by the Offer Document (together with the Form of
Acceptance), which contains 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, including any acceptance of the
Offer, should be made only on the basis of the information in the Offer
Document and Form of Acceptance as applicable.

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 and any formal documentation relating to the Offer
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 or such documents (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 is subject to disclosure and other procedural
requirements, including with respect to withdrawal rights, 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 is being made (including in the United States) by Bidco and no one
else. None of Rothschild & Co or Cavendish nor any of their respective
affiliates, are 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 announcement 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. Those purchases may occur either in the
open market at prevailing prices or in private transactions at negotiated
prices. 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. 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.

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 . 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 any 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 authorised, declared, made or paid in
respect of the easyHotel Shares on or after the date of the Offer Document,
Bidco reserves the right to reduce the Offer consideration by the amount of
all or part of any such dividend or other distribution, 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
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. Any exercise by Bidco of its rights referred
to in this paragraph shall not be regarded as constituting any revision or
variation of the Offer.

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 Offer, the contents of this announcement or
the action you should take, you are recommended immediately to seek your own
independent financial, legal and tax advice from a stockbroker, bank manager,
solicitor, accountant or an appropriate independent financial adviser duly
authorised under FSMA if you are resident in the UK. If you are located
outside the UK, you should consult an appropriately authorised independent
financial adviser in the relevant jurisdiction.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  ODPUORBRVWUVARR