TIDMEZH
RNS Number : 9502N
ICAMAP Investments S.ar.l.
27 September 2019
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
FOR IMMEDIATE RELEASE
27 SEPTEMBER 2019
RECOMMED UNCONDITIONAL MANDATORY CASH OFFER
for
EASYHOTEL PLC
("EASYHOTEL")
by
CITRUS UK BIDCO LIMITED
("BIDCO")
a newly incorporated company owned by a consortium of (i) Cadim
Fonds Inc., part of Ivanhoé Cambridge and (ii) ICAMAP Investments
S.à r.l.
OFFER UPDATE
Introduction
On 5 August 2019, the boards of Bidco and easyHotel announced
that they had reached agreement as to the terms of a recommended
cash offer to be made by Bidco for the entire issued and to be
issued share capital of easyHotel not already owned by ICAMAP
Investments S.à r.l. (the Offer). On 19 August 2019, Bidco
published an offer document (the Offer Document) setting out the
full terms of, the condition to and the procedures for acceptance
of the Offer. On 23 August 2019, Bidco announced that the Condition
to the Offer had been satisfied and that the Offer had become
wholly unconditional.
Bidco also notes the announcement by the Independent easyHotel
Directors on 18 September 2019 that they unanimously recommend that
easyHotel Shareholders accept the Offer and are conscious that
liquidity in the easyHotel Shares may be very limited, and likely
to remain so, and that the Offer enables easyHotel Shareholders to
realise in cash the value of their shareholdings.
Bidco reminds easyHotel Shareholders that the Offer will close
at 1.00 pm (London time) on 1 October 2019. The Offer will not be
extended beyond this date. easyHotel Shareholders who have not yet
accepted the Offer are urged to do so as soon as possible.
Actions to be taken
The Offer may be accepted by easyHotel Shareholders as
follows:
-- If you hold your easyHotel Shares in certificated form (that
is, not in CREST), you should complete and return the Form of
Acceptance which accompanied the Offer Document as soon as
possible.
-- If you hold your easyHotel Shares in uncertificated form
(that is, in CREST), you should ensure that an Electronic
Acceptance is made by you or on your behalf and that settlement
occurs as soon as possible. If you hold your easyHotel Shares as a
CREST sponsored member, you should refer to your CREST sponsor as
only your CREST sponsor will be able to send the necessary
instruction to Euroclear.
Further details on how to accept the Offer are set out in the
Offer Document, and, for easyHotel Shares held in certificated
form, in the accompanying Form of Acceptance.
The Offer Document and a specimen Form of Acceptance are
available on Bidco's website at www.icamap.com/citrus-offer and on
easyHotel's website at ir.easyhotel.com. Further copies of the
Offer Document and the Form of Acceptance may be obtained by
contacting the Receiving Agent, Link Asset Services, on 0371 664
0321 (if calling within the UK) or on +44 (0) 371 664 0321 (if
calling from outside the UK). The helpline is open between 9.00
a.m. and 5.30 p.m. (London time) Monday to Friday excluding public
holidays in England and Wales. 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.
Please note that Link Asset Services cannot provide any financial,
legal or tax advice and calls may be recorded and monitored for
security and training purposes.
Intention to procure cancellation of trading and listing on AIM
and re-registration
As set out in the Offer Document, if Bidco, by virtue of its
shareholdings and valid acceptances of the Offer, acquires or
agrees to acquire, easyHotel Shares carrying 75 per cent. or more
of the voting rights of easyHotel, Bidco intends to make an
application to the London Stock Exchange for the cancellation of
the admission to trading of the easyHotel Shares on AIM.
A notice period of not less than 20 Business Days before the
cancellation will commence as soon as Bidco attains 75 per cent. or
more of the voting rights of easyHotel as described above. In the
event that the easyHotel Shares are delisted, Bidco will seek to
re-register easyHotel as a private limited company as soon as
possible after the cancellation of the admission to trading of the
easyHotel Shares on AIM.
Delisting of the easyHotel Shares and the re-registration of
easyHotel as a private limited company would significantly reduce
the liquidity and marketability of any easyHotel Shares in respect
of which the Offer has not been accepted at that time. Any
remaining easyHotel Shareholders would become minority shareholders
in a majority controlled private limited company and may therefore
be unable to sell their easyHotel Shares. There can be no certainty
that such minority easyHotel Shareholders would again be offered an
opportunity to sell their easyHotel Shares on terms which are
equivalent to or no less advantageous than those under the
Offer.
In the event that Bidco has not acquired easyHotel Shares
carrying 75 per cent. or more of the voting rights of easyHotel
following the close of the Offer on 1 October 2019, the easyHotel
Shares would remain admitted to AIM but Bidco would be the majority
shareholder of easyHotel. In this scenario, it is expected that the
liquidity and marketability of easyHotel Shares held by minority
shareholders would be limited. Bidco may also consider other
options over time for seeking the delisting of easyHotel and
easyHotel Shareholders should therefore be aware that easyHotel
Shares may be delisted in any event at some point.
Capitalised terms used but not defined in this announcement
shall have the meanings given to them in the Offer Document.
Enquiries:
Ivanhoé Cambridge Tel: + 1 514 847 4171
Public Affairs
ICAMAP Tel: + 44 20 3434 1006
Harm Meijer
Hubert Buiatti
Lazard & Co., Limited (Financial adviser to Bidco) Tel: +44 20 7187 2000
Patrick Long
William Lawes
Tulchan Group (PR adviser to Bidco) Tel: +44 20 7353 4200
Tom Murray
Will Smith
Important notices relating to financial advisers
Lazard & Co., Limited (Lazard), 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 Lazard nor for providing advice
in relation to the Offer, the content of this Announcement or any
other matter referred to herein. Neither Lazard 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 Lazard in connection with this Announcement, any statement
contained herein or otherwise.
Further information
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
invitation to purchase, otherwise acquire or subscribe for or
dispose of any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Offer or otherwise.
The Offer is made solely through the Offer Document and the Form of
Acceptance accompanying the Offer Document, which contains the full
terms and conditions of the Offer, including details of how to
accept the Offer. Any voting decision or response in relation to
the Offer should be made solely on the basis of information
contained in the Offer Document and the accompanying Form of
Acceptance, which easyHotel Shareholders are advised to read
carefully.
This Announcement does not constitute a prospectus or a
prospectus equivalent document.
This Announcement has been prepared for the purpose of complying
with English law and the 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 of
jurisdictions outside England.
Overseas shareholders
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are not resident in the United
Kingdom or who are subject to the laws of any jurisdiction other
than the United Kingdom (including Restricted Jurisdictions) should
inform themselves about, and observe, any applicable legal or
regulatory requirements. In particular, the ability of persons who
are not resident in the United Kingdom or who are subject to the
laws of another jurisdiction to participate in the Offer or to
accept or procure the acceptance of the Offer, may be affected by
the laws of the relevant jurisdictions in which they are located or
to which they are subject. Any failure to comply with applicable
legal or regulatory requirements of any jurisdiction may constitute
a violation of securities laws in that jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Offer disclaim any responsibility or liability for
the violation of such restrictions by any person.
Unless otherwise determined by Bidco or required by the Code,
and permitted by applicable law and regulation, the Offer is not
being, and shall not be, made available, directly or indirectly,
in, into or from or by use of the mails or any other means or
instrumentality (including, without limitation, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or any facility of a national, state or
other securities exchange of, any Restricted Jurisdiction where to
do so would violate the laws in that jurisdiction and no person may
accept or procure the acceptance of the Offer by use, means,
instrumentality of, or from within, a Restricted Jurisdiction or
any other jurisdiction if to do so would constitute a violation of
the laws of that jurisdiction.
The Offer will be subject to the applicable requirements of
English law, the Code, the Panel and AIM.
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 or any jurisdiction where
to do so would constitute a violation of the laws of such
jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in, into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported
acceptance of the Offer.
The availability of the Offer to easyHotel Shareholders who are
not resident in the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are resident. Persons who
are not resident in the United Kingdom should inform themselves of,
and observe, any applicable requirements.
Further details in relation to easyHotel Shareholders in
overseas jurisdictions will be contained in the Offer Document.
Notice to US shareholders in easyHotel
The Offer is being made to holders of easyHotel Shares resident
in the United States in reliance on, and compliance with, Section
14(e) of the Exchange Act, and Regulation 14E thereunder. The Offer
is being made in the United States by Bidco and no one else.
The Offer is being made for the securities of an English company
with a listing on AIM and the Offer is subject to UK disclosure
requirements, which are different from certain United States
disclosure requirements. Furthermore, the payment and settlement
procedure with respect to the Offer will comply with the relevant
United Kingdom rules, which differ from US payment and settlement
procedures, particularly with regard to the date of payment of
consideration.
The receipt of cash pursuant to the Offer by US easyHotel
Shareholders as consideration for the cancellation of easyHotel
Shares pursuant to the Offer 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 (including US easyHotel Shareholders) is urged to
consult their own independent professional adviser immediately
regarding the legal and tax consequences of the Offer.
Neither the SEC nor any US state securities commission has
approved or disproved or passed judgment upon the fairness or the
merits of the Offer or determined if this Announcement is adequate,
accurate or complete. Any representation to the contrary is a
criminal offence in the US.
easyHotel and Bidco are incorporated under the laws of England.
In addition, some or all of their officers and directors reside
outside the US, and some or all of its assets are or may be located
in jurisdictions outside the US. Therefore, shareholders may have
difficulty effecting service of process within the US upon those
persons or recovering against easyHotel or Bidco or their
respective officers or directors on judgments of US courts,
including judgments based upon the civil liability provisions of US
federal 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. It may not be possible to sue easyHotel or Bidco
or their respective officers or directors in a non-US court for
violations of US securities laws.
In accordance with normal United Kingdom 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 United States, other than pursuant to the Offer, before or
during the period in which the Offer remains open for acceptance,
in compliance with applicable law, including the US Exchange Act.
These 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 as required in
the United Kingdom and will be reported to the Regulatory News
Service of the London Stock Exchange and will be available on the
AIM website at:
http://www.londonstockexchange.com/companies-and-advisors/aim/aim/aim.htm.
Forward-looking statements
This Announcement contains certain forward-looking statements
with respect to Ivanhoé Cambridge, ICAMAP, 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
Ivanhoé Cambridge, ICAMAP, 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 Ivanhoé Cambridge, ICAMAP,
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 Ivanhoé Cambridge, ICAMAP, 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 Ivanhoé Cambridge, ICAMAP, Bidco or easyHotel or
any persons acting on their behalf are expressly qualified in their
entirety by the cautionary statement above.
None of Ivanhoé Cambridge, ICAMAP, 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 Ivanhoé Cambridge, ICAMAP, 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).
Publication on a website
A copy of this Announcement will be made available (subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, on easyHotel's website at
ir.easyhotel.com and on Bidco's website at
https://www.icamap.com/media by no later than 12 noon on the
Business Day following the date of this Announcement.
Neither the content 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.
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.
Disclosure requirements of the 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 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 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 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,
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.
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, accountant 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.
Time
All times shown in this Announcement are London times, unless
otherwise stated.
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 or visit www.rns.com.
END
OUPLRMPTMBJTMLL
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