TIDMSSTY
RNS Number : 2527D
Safestay PLC
02 March 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
2 March 2022
Safestay plc
("Safestay" or the "Company")
Conclusion of Strategic Review and Formal Sale Process
On 17 September 2021, the Board of Safestay plc (the "Board")
announced that it had been considering options for the Company with
its advisers. The Board determined to undertake a review of the
Company's strategic options (the "Strategic Review"). These options
included, but were not limited to, a sale of the Company under the
framework of a "Formal Sale Process" in accordance with the City
Code on Takeovers and Mergers (the "Takeover Code").
During the course of the Strategic Review, a number of
constructive discussions were held with interested parties and
several indicative proposals were received. Further discussions
resulted in a non-binding conditional expression of interest being
received from a bona fide third party (the "Expression of
Interest") in cash at a significant premium to the current share
price (the "Expression of Interest Price").
Having considered the Expression of Interest, the majority of
the Board concluded that they would have recommended Shareholders
accept an offer made at the Expression of Interest Price. However,
following discussions with certain shareholders of the Company,
whilst a number indicated that they would be prepared to commit to
accepting such an offer at the Expression of Interest Price, it
became clear that there was not sufficient shareholder support to
satisfy the third party making an announcement of a firm intention
to make an offer for the Company under Rule 2.7 of the Takeover
Code (and the Board has notified the third party that their
Expression of Interest has been rejected). All discussions with
interested parties have now ceased and there are no ongoing
discussions. As a result, the Board has decided to terminate the
Formal Sale Process with immediate effect.
The Board has also decided to end the Strategic Review. The
Board believes strongly in the appeal of the Safestay brand and
will continue to explore all avenues of alternatives and
opportunities in what remains a challenging and unclear post covid
environment. In total, trading has been in line with the Board's
expectations since the Company's last guidance issued on 28
September 2021.
Safestay's hostels only fully re-opened in July 2021, but the
Board's belief in the brand strength is reinforced by the trading
performance of the hostels post re-opening, delivering
significantly more hostel revenues than 2020, and hostel EBITDA
returning to a positive position in the latter months of the year
before trade was impacted once again by travel restrictions and
lockdowns because of the Omicron variant.
The Board believes that as travel restrictions are lifted across
Europe, the desire for travel will return, and the key locations
and appeal of Safestay will see a strengthening of occupancy levels
across our sites. Seasonally the Company is in a quieter period,
where historically management has reduced the operating cost base
to align costs to the revenues coming in, and even more so through
the pandemic hangover. Despite the pandemic, revenues for the first
quarter appear to be ahead of the management's prudent expectations
and there are indications that this will continue into the early
Spring, but as the past 23 months have repeatedly demonstrated
nothing can be taken for granted with the global pandemic. A
further update on outlook will be provided when we publish our 2021
results.
As the Company has ceased to be in an offer period for the
purposes of the Takeover Code, the disclosure requirements pursuant
to Rule 8 of the Takeover Code are no longer applicable as from the
time this announcement is released.
Enquiries
Safestay +44 (0) 20 8815 1600
Larry Lipman, Chairman
PricewaterhouseCoopers LLP (Financial and Rule 3 Advisor) +44 (0) 20 7583 5000
Simon Hampton
Samantha Ward
Jon Raggett
Liberum Capital Limited (Nominated Advisor and Broker) +44 (0) 20 3100 2000
Andrew Godber
Edward Thomas
Novella +44 (0) 20 3151 7008
Tim Robertson
Fergus Young
PwC is authorised and regulated in the United Kingdom by the
Financial Conduct Authority ("FCA") and is acting exclusively for
the Company and no one else in connection with the matters referred
to in this announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to the
customers of PwC or for providing advice in relation to the matters
described in this announcement.
Liberum Capital Limited which is authorised and regulated in the
United Kingdom by the FCA, is acting as nominated adviser and
broker to Safestay and for no one else in connection with any
matter referred to in this announcement and will not be responsible
to anyone other than Safestay for providing the protections
afforded to its clients nor for providing advice in relation to any
matters set out in this Announcement.
MAR
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014, as
implemented into English law ("MAR"). Upon the publication of this
announcement via a Regulatory Information Service, this inside
information will be considered to be in the public domain.
Forward-looking Statements
This announcement contains statements which are, or may be
deemed to be, "forward-looking statements" which are prospective in
nature. All statements other than statements of historical fact are
forward-looking statements. They are based on current expectations
and projections about future events and are therefore subject to
risks and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the
forward-looking statements. Often, but not always, forward-looking
statements can be identified by the use of a date in the future or
forward-looking words such as "plans", "expects", "is expected",
"is subject to", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates", "believes", "targets", "aims", "projects"
or words or terms of similar substance or the negative of those
terms, as well as variations of such words and phrases or
statements that certain actions, events or results "may", "could",
"should", "would", "might" or "will" be taken, occur or be
achieved. Such statements are qualified in their entirety by the
inherent risks and uncertainties surrounding future expectations or
events that are beyond the Company's control.
Forward-looking statements include statements regarding the
intentions, beliefs or current expectations of the Company
concerning, without limitation, future revenues, economic
performance, financial condition, and future prospects.
Such forward-looking statements involve known and unknown risks
and uncertainties that could significantly affect expected results
and are based on certain key assumptions. Many factors may cause
the actual results, performance or achievements of Safestay to be
materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements.
Neither Safestay nor any of its Directors, officers or advisers
provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any
forward-looking statements in this document will actually occur.
You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
document.
Other than in accordance with its legal or regulatory
obligations (including under the AIM Rules and the Disclosure
Guidance and Transparency Rules), Safestay is not under any
obligation and Safestay expressly disclaims any intention or
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.
No Offer or Solicitation
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or solicitation of any 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. Any offer (if made) will be made
solely by certain offer documentation which will contain the full
terms and conditions of any offer (if made), including details of
how such offer may be accepted. This announcement has been prepared
in accordance with English law and the Code, and information
disclosed may not be the same as that which would have been
prepared in accordance with laws outside of the United Kingdom. The
release, distribution or publication of this announcement in
jurisdictions outside of the United Kingdom may be restricted by
laws of the relevant jurisdictions, and therefore persons into
whose possession this announcement comes should inform themselves
about, and observe, any such restrictions. Any failure to comply
with the restrictions may constitute a violation of the securities
law of any such jurisdiction.
Nothing in this announcement is or should be relied on as a
promise or representation to the future. This announcement includes
certain statements, estimates and projections provided by the
Company in relation to the Company's anticipated future
performance. Such statements, estimates and projections are based
on various assumptions made by the Company concerning anticipated
results which may or may not prove to be correct. No
representations or warranties are made by any person as to the
accuracy of such statements, estimates or projections.
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END
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