EZH.L Regulatory News (EZH)

18 September 2019

easyHotel plc

easyHotel plc

("easyHotel", the "Group" or the "Company")

Offer update

The Board of easyHotel notes the announcement by the Board of Citrus UK Bidco Limited ("Bidco") that as at 1.00pm on 17th September 2019 it had received valid acceptances in respect of easyHotel Shares which, together with easyHotel Shares BidCo has acquired before or during the Offer, result in Bidco holding an aggregate 99,350,698 easyHotel Shares representing 68.06 per cent. of easyHotel's issued share capital and that the Offer, which is now wholly unconditional, will now remain open for further acceptances until 1.00pm on 1st October 2019.

With 27.86 per cent. of easyHotel's issued share capital understood to be held by easyGroup Holdings Limited ("easyGroup"), this leaves the balance of only 4.08 per cent. of easyHotel's issued share capital not now owned either by BidCo or easyGroup.

Recommendation

As stated in the Offer Document on 19 August 2019, the Independent Directors of easyHotel following advice from Investec as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable and unanimously recommend that you accept the Offer in respect of all of your easyHotel Shares.

The Independent easyHotel Directors are conscious that liquidity in the easyHotel Shares may now be very limited, and likely to remain so, and that the Offer enables easyHotel Shareholders to realise in cash the value of their shareholdings at an attractive premium of 34.8 per cent. to the Closing Price of 70.5 pence for each easyHotel Share on 2 August 2019 (being the last Business Day before commencement of the Offer Period).

Accordingly, easyHotel Shareholders who have not yet accepted the Offer are recommended to do so as soon as possible. The Offer remains open for acceptance until 1.00 p.m. on 1 October 2019.

Action to be taken in respect of the Offer

The procedure for acceptance of the Offer is set out in paragraph 15 of Section 2 and in Parts D and E of Section 3 of the Offer Document and, in respect of certificated easyHotel Shares, as further described in the Form of Acceptance accompanying the Offer Document.

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). Please note that Link Asset Services cannot provide any financial, legal or tax advice.

The Offer remains subject to the other terms set out in the Offer Document and the Form of Acceptance.

Further

Capitalised terms used but not defined in this announcement shall have the meanings given to them in the Offer Document.

Enquiries:

Additional disclosures

Investec, which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively as for easyHotel and no one else in relation to the matters set out in this Announcement and will not be responsible to anyone other than easyHotel for providing the protections afforded to the clients of Investec, or for providing advice in relation to the contents of this Announcement or any other matter referred to herein. Neither Investec nor any of its subsidiaries, branches or 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 Investec in connection with this Announcement, any statement contained herein or otherwise.

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.