EZH.L Regulatory News (EZH)

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

RECOMMENDED 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:

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.