TIDMEZH
RNS Number : 4229O
ICAMAP Investments S.ar.l.
01 October 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
1 OCTOBER 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 CLOSED FOR ACCEPTANCE
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.
On 17 September 2019, Bidco announced that the Offer would
remain open for acceptances until 1.00 pm (London time) on 1
October 2019 and that the Offer would not be extended beyond this
date. Bidco confirms that the Offer has now been closed for
acceptances as at 1.00 pm (London time) today.
Bidco is pleased to announce, as set out below, that as at 1.00
pm (London time) on 1 October 2019 it had received valid
acceptances of the Offer in respect of easyHotel Shares, which
together with easyHotel Shares acquired during the Offer, result in
Bidco and any person acting in concert with it holding 100,380,409
easyHotel Shares, representing 68.77 per cent of easyHotel's issued
share capital.
Commenting on the closure of the Offer, Karim Habra, Head of
Europe for Ivanhoé Cambridge, and Harm Meijer, Managing Director of
ICAMAP Advisory S.à r.l. and one of the founding partners of
ICAMAP, said:
"Following the very strong level of acceptances of the Offer, we
look forward to working with easyGroup and the other shareholders
to grow and expand the business and help easyHotel realise its full
potential."
Level of Acceptances
As at 1.00 p.m. (London time) on 1 October 2019, Bidco has
received valid acceptances of the Offer in respect of a total of
24,487,074 easyHotel Shares representing approximately 16.77 per
cent. of easyHotel's issued ordinary share capital.
In addition to these acceptances, as at 1.00 p.m. (London time)
on 1 October 2019, as a result of acquisitions of easyHotel Shares
in the market since 15 August 2019 by either Bidco or ICAMAP
Investments S.à r.l. (a person acting in concert with Bidco which
subsequently transferred the shares it acquired to Bidco), Bidco
acquired a further 19,480,199 easyHotel Shares (representing
approximately 13.34 per cent. of easyHotel's issued ordinary share
capital).
Bidco now also owns the 56,413,136 easyHotel Shares
(representing approximately 38.65 per cent. of easyHotel's issued
ordinary share capital) that ICAMAP Investment S.à. r.l. owned
prior to the announcement of the Offer.
So far as Bidco is aware, no acceptances have been received from
persons acting in concert with Bidco.
Bidco received irrevocable undertakings to accept (or procure
acceptance of) the Offer from each of the Independent easyHotel
Directors who hold easyHotel Shares in respect of their own
shareholdings (and/or those of their close relatives, as relevant),
being, in aggregate, 1,020,614 easyHotel Shares, representing
approximately 0.7 per cent. of the issued ordinary share capital of
easyHotel. Bidco has received valid acceptances pursuant to these
undertakings in respect of 1,020,614 easyHotel Shares in issue,
representing approximately 0.7 per cent. of easyHotel's issued
ordinary share capital, and such acceptances are included in the
total number of valid acceptances referred to above.
In addition to the above:
-- on 27 September 2019 Bidco acquired 10,961 easyHotel Shares,
the acquisition of which is due to settle today and which represent
less than 0.01 per cent. of easyHotel's issued ordinary share
capital;
-- on 30 September 2019 Bidco acquired 12,257 easyHotel Shares,
the acquisition of which is due to settle on 2 October 2019 and
which represent less than 0.01 per cent. of easyHotel's issued
ordinary share capital; and
-- on 1 October 2019 Bidco acquired 4,500 easyHotel Shares, the
acquisition of which is due to settle on 3 October 2019 and which
represent less than 0.01 per cent. of easyHotel's issued ordinary
share capital.
Save as disclosed above, as at the close of business in London
on 30 September 2019 (being the latest practicable time and date
prior to the date of this announcement), neither Bidco nor, so far
as Bidco is aware, any person acting in concert with Bidco has:
-- any interest in, or right to subscribe in respect of, or any
short position in relation to easyHotel relevant securities,
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 of easyHotel relevant securities;
or
-- borrowed or lent any easyHotel relevant securities (including
any financial collateral arrangements), save for any borrowed
shares which have been either on-lent or sold.
The references to the issued share capital of easyHotel in this
section are based on a figure of 145,954,546 easyHotel Shares in
issue on 23 August 2019.
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.
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. 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 has not
been 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.
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.
Notice to US shareholders in easyHotel
The Offer was 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
was made in the United States by Bidco and no one else.
The Offer was 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 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.
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.
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
OUPDFLFBKBFLFBD
(END) Dow Jones Newswires
October 01, 2019 13:29 ET (17:29 GMT)
Easyhotel (LSE:EZH)
Historical Stock Chart
From Nov 2024 to Dec 2024
Easyhotel (LSE:EZH)
Historical Stock Chart
From Dec 2023 to Dec 2024
