REG - easyHotel Limited - Statement re Press Comment - Amendment

Rothschild & Co SCAAnnouncement

15/08/2024 19:30

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RNS Number : 6720A  easyHotel Limited  15 August 2024

Amendment to Panel's Market Surveillance Unit email address

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 THAT JURISDICTION

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "TAKEOVER CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A
FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO
CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY
OFFER WILL BE MADE

FOR IMMEDIATE RELEASE

15 August 2024

easyHotel Limited

Response to media speculation

The Board of easyHotel Limited ("easyHotel" or the "Company") notes the recent
media speculation and confirms that it is exploring various strategic options
regarding the Company, including the possible sale of the entire issued, and
to be issued, share capital of the Company.

Takeover Code dispensations

The Company is in discussions with a number of potential purchasers. The
Takeover Panel Executive has granted a dispensation from the requirement of
Rules 2.4 (a) and (b) of the Takeover Code such that easyHotel is not required
to identify in this announcement any potential offeror with which the Company
is in talks, or from which an approach has been received, unless that
potential offeror has been specifically identified in any rumour or
speculation.

The 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.easyHotels.co.uk. A copy must
also be sent to the Panel's Market Surveillance Unit by email
(monitoring@thetakeoverpanel.org.uk).

There can be no certainty either that an offer will be made nor as to the
terms of any offer, if made. A further announcement will be made when
appropriate.

Notice related to financial adviser

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for easyHotel and for no one else in connection
with the subject matter of this announcement and will not be responsible to
anyone other than easyHotel for providing the protections afforded to its
clients or for providing advice in connection with the subject matter of this
announcement.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% 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 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(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 Takeover Code, any person who is, or becomes,
interested in 1% 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, 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 pm (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
(http://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 (0)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.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
will be available (subject to certain restrictions relating to persons
resident in restricted jurisdictions) at www.easyhotel.com/investor-relations
by no later than 12 noon (London time) on the business day following the date
of this announcement. The content of the website referred to in this
announcement is not incorporated into and does not form part of this
announcement.

Rule 2.9 information

In accordance with Rule 2.9 of the Takeover Code, easyHotel confirms that as
at the close of business on 14 August 2024 its issued share capital consisted
of 233,982,617 ordinary shares of 1 pence each.

Additional Information

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer 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 this
announcement or otherwise. Any offer, if made, will be made solely by certain
offer documentation which will contain the full terms and conditions of any
offer, including details of how it may be accepted. The distribution of this
announcement in jurisdictions other than the United Kingdom and the
availability of any offer to shareholders of easyHotel who are not resident in
the United Kingdom may be affected by the laws of relevant jurisdictions.
Therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom or shareholders of easyHotel who are not resident in
the United Kingdom will need to inform themselves about, and observe any
applicable requirements.

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