REG - EPISO 6 Tiger Hotels easyHotel Limited - SPA and Acquisition Complete

Mitsubishi UFJ FinancialAnnouncement

04/06/2025 19:00

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RNS Number : 4988L  EPISO 6 Tiger Hotels Ltd  04 June 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.

THIS ANNOUNCEMENT IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM PART OF
ANY OFFER OR INVITATION TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL OR
OTHERWISE DISPOSE OF, ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR
APPROVAL IN ANY JURISDICTION PURSUANT TO THE OFFER OR OTHERWISE.

FOR IMMEDIATE RELEASE

4 June 2025

RECOMMENDED MANDATORY CASH OFFER

for

EASYHOTEL LIMITED

("easyHotel")

by

EPISO 6 Tiger Hotels Ltd

("Bidco")

SPA AND ACQUISITION COMPLETED, OFFER CLOSED AND DRAG EXERCISED

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 Holdco Limited ("Citrus") was beneficially and legally
entitled, representing approximately 81 per cent. of the easyHotel Shares in
issue (the "Citrus Shares") at a price of €1.03480974571714 per easyHotel
Share, in cash (the "Acquisition"). As a result of entering into the SPA,
Bidco was required, pursuant to Rule 9 of the 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 did 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"). On 13 May 2025, the full terms and
conditions of the Offer and the procedures for acceptance (the "Offer
Document"), together with the related Form of Acceptance, was published and
sent to easyHotel Shareholders.

In addition, Bidco and Citrus had agreed that Citrus would exercise the right
that it had (as a result of Citrus entering into a binding agreement to
transfer all of the easyHotel Shares to which Citrus was 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 to require all other easyHotel Shareholders who did not validly
accept the Offer by 1.00 p.m. (London time) on 4 June 2025 to sell and
transfer all of their easyHotel Shares to Bidco (the "Drag").
Contemporaneously with the posting of the Offer Document on 13 May 2025, a
drag along notice was issued by Citrus pursuant to Articles 77 and 78 (Drag
Along) of the Articles notifying such easyHotel Shareholders who did not
validly accept the Offer by the Offer Closing Time of the exercise of the Drag
(the "Drag Along Notice").

The Offer Document, the sample Form of Acceptance and the Drag Along Notice
are available, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on TCP's website at
https://tristancap.com/public-announcement
(https://tristancap.com/public-announcement) and on easyHotel's website at
www.easyhotel.com/easyhotel-disclaimer
(http://www.easyhotel.com/easyhotel-disclaimer) .

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

SPA and Acquisition completed, Offer closed and Drag exercised

Earlier today, the SPA and the Acquisition was completed. As a result of
completion of the SPA and the Acquisition, Bidco acquired the Citrus Shares
and Bidco's holding in easyHotel was equal to approximately 81 per cent.

Bidco hereby announces that the Offer closed for acceptance at 1.00 p.m.
(London time) and the Drag was subsequently exercised.

Acceptance level update

In accordance with Rule 17 of the Code, Bidco announces that, as at 1.00 p.m.
(London time) on 4 June 2025, valid acceptances of the Offer ("Valid
Acceptances") had been received in respect of a total of 41,216,879 easyHotel
Shares, representing approximately 17.61 per cent. of easyHotel's existing
issued share capital and 92.72 per cent. of easyHotel Shares to which the
Offer relates.

Valid responses to the Drag Along Notice ("Valid Responses") had been received
in respect of a total of 968,728 easyHotel Shares, representing approximately
0.41 per cent. of easyHotel's existing issued share capital.

Neither Valid Acceptances nor Valid Responses were received in respect of a
total of 2,262,781 easyHotel Shares, representing approximately 0.98 per cent.
of easyHotel's existing issued share capital. All shares not acquired pursuant
to the acquisition or the Offer (including the easyHotel Shares in respect of
which no Valid Acceptances or Valid Responses were received) were then
transferred to Bidco pursuant to the Drag.

Taking into account the Citrus Shares acquired earlier today, the Valid
Acceptances, the Valid Responses and the easyHotel Shares in respect of which
no Valid Acceptances or Valid Responses were received which were transferred
to Bidco pursuant to the Drag, Bidco holds in aggregate 233,982,617 easyHotel
Shares, representing 100 per cent. of easyHotel's issued share capital.

The percentages of easyHotel Shares referred to in this announcement are based
on the following: (i) for the purposes of easyHotel's existing issued share
capital 233,982,617 easyHotel Shares in issue as at 1.00 p.m. (London time) on
4 June 2025, and (ii) for the purposes of the easyHotel Shares to which the
Offer relates 44,448,388 easyHotel Shares, in each case in accordance with
information publicly available to Bidco as at the date of this announcement.

Settlement

Any easyHotel Shareholder who has validly accepted the Offer, or has validly
responded to the Drag Along Notice, shall receive their consideration as soon
as possible after 1.00 p.m. (London time) on 4 June 2025 but in any event
within 14 days of such time.

easyHotel Shareholders who have neither validly accepted the Offer nor validly
responded to the Drag Along Notice, and whose easyHotel Shares have been
transferred to Bidco, are required to claim the consideration payable to them
from easyHotel in accordance with the Articles.

Interests in securities

As at 1.00 p.m. (London time) on 4 June 2025, neither Bidco, nor any Bidco
Director, nor, so far as the Bidco Directors are aware, any other person
acting, or deemed to be acting, in concert with Bidco:

·      had any interest in, or right to subscribe for, any relevant
easyHotel securities;

·      had any short positions in respect of relevant easyHotel
securities (whether conditional or absolute and whether in the money or
otherwise), including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require another person to purchase
or take delivery; or

·      borrowed or lent any relevant easyHotel securities.

Shareholder helpline

If you have any questions on the Offer, please telephone the Receiving Agent,
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.

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

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.

Further information

This announcement is for information purposes only and is not intended to, and
does not, constitute or form part of an offer, invitation or the solicitation
of an offer to purchase or subscribe, otherwise acquire, subscribe for, sell
or otherwise dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Offer or otherwise, nor shall
there be any sale, issuance or transfer of securities in easyHotel in any
jurisdiction in contravention of applicable law.

This announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document.

If you are in any doubt about 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.

Disclaimers

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.

Publication on website and availability of hard copies

In accordance with Rule 26.1 of the Code, a copy of this announcement is and
will be available free of charge (subject to any applicable restrictions with
respect 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 12.00 noon
(London time) on the date following publication of this announcement and
during the course of the Offer.

Neither the contents of these websites, nor the content of any other website
accessible from hyperlinks on such websites, is incorporated into, or forms
part of, this announcement.

In accordance with Rule 30.3 of the Code, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, easyHotel
Shareholders 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. In accordance with Rule 30.3
of the Code, such persons may also request that all future documents,
announcements and information to be sent to them in relation to the Offer
should be in hard copy form.

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.

Time

All times shown in this announcement are London times, unless otherwise
stated.

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