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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

15 AUGUST 2019

UPDATED

RECOMMENDED MANDATORY CASH OFFER

for

EASYHOTEL PLC

by

CITRUS UK BIDCO LIMITED

a newly incorporated company owned by a consortium of (i) Ivanhoé Cambridge and (ii) ICAMAP Investments S.à r.l.

Summary

·; At 7 a.m. on Monday 5 August 2019, the board of Citrus UK Bidco Limited (Bidco) and the Independent easyHotel Directors announced that they had reached agreement on the terms of a recommended cash offer by Bidco, a newly incorporated company owned by a consortium of (i) Cadim Fonds Inc., part of Ivanhoé Cambridge (Ivanhoé Cambridge) and (ii) ICAMAP Investments S.à r.l. (ICAMAP), for the entire issued and to be issued ordinary share capital of easyHotel which ICAMAP does not already own.

·; Today, ICAMAP unconditionally agreed to acquire 7,943,182 easyHotel Shares in aggregate at a price of 95 pence per easyHotel Share in cash on behalf of Bidco (the Acquisition). It is expected that the Acquisition will settle on 19 August 2019.

·; Following completion of the Acquisition, ICAMAP's holding in easyHotel will increase from 38.65 per cent. to 44.09 per cent. of the issued easyHotel Shares. Accordingly, under Rule 9 of the Takeover Code, Bidco is required to update the terms of the Offer announced at 7 a.m. on Monday 5 August (the Updated Offer) and to make a mandatory cash offer for the easyHotel Shares not already held by Bidco (or any person acting in concert with it, which includes ICAMAP), at a price of 95 pence per easyHotel Share (such price being not less than the highest price paid by Bidco (or any persons acting in concert with it) for any easyHotel Share during the 12 months prior to the date of this Announcement).

·; The financial terms of the Updated Offer are identical to the financial terms of the Offer set out in the Original Rule 2.7 Announcement and are set out below for reference. The conditions and certain further terms of the Offer that were set out in the Original Rule 2.7 Announcement have however changed significantly and the Updated Offer is only subject to the acceptance condition set out in Part A of Appendix 1 of this Announcement. The revised Condition and certain further terms to the Updated Offer are set out in Appendix 1 and will be set out in the Offer Document. 

·; Under the terms of the Updated Offer, easyHotel Shareholders will be entitled to receive:

for each easyHotel Share 95 pence in cash

·; The Updated Offer represents a premium of approximately:

·; 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); and

·; 26.7 per cent. to the six-month daily volume-weighted average price of 75.0 pence for each easyHotel Share for the six months to 2 August 2019 (being the last Business Day before commencement of the Offer Period).

·; The terms of the Updated Offer value the entire issued and to be issued ordinary share capital of easyHotel at approximately £138.7 million on a fully diluted basis and implies an enterprise value of £126.1 million and a multiple of approximately 36.7x easyHotel's EBITDA of £3.4 million for the twelve months ended 31 March 2019.

·; If any dividend or other distribution is authorised, declared, made or paid in respect of the easyHotel Shares on or after the date of the Original Rule 2.7 Announcement and prior to the Effective Date, Bidco reserves the right to reduce the Updated Offer consideration by the amount of all or part of any such dividend or other distribution, in which case any reference in this Announcement or in the Offer Document to the consideration payable under the terms of the Updated Offer will be deemed to be a reference to the consideration as so reduced.

·; It is anticipated that following the date of this Announcement, Bidco will acquire the easyHotel Shares which ICAMAP currently owns and which ICAMAP has acquired pursuant to the Acquisition.

easyHotel recommendation

·; The Independent easyHotel Directors, who have been so advised by Investec as to the financial terms of the Updated Offer, each consider the terms of the Updated Offer to be fair and reasonable. In providing its advice to the Independent easyHotel Directors, Investec has taken into account the commercial assessments of the Independent easyHotel Directors. Investec is providing independent financial advice to the Independent easyHotel Directors for the purposes of Rule 3 of the Code.

·; Accordingly, the Independent easyHotel Directors intend to recommend unanimously that easyHotel Shareholders accept or procure acceptance of the Updated Offer, as the Independent easyHotel Directors who are interested in easyHotel Shares have irrevocably undertaken to do in respect of their own shareholdings (and/or those of their close family, as relevant) of 1,020,614 easyHotel Shares representing, in aggregate, approximately 0.7 per cent. of the issued ordinary share capital of easyHotel on the Last Practicable Date.

·; For the purpose of considering the Offer and the Updated Offer, the easyHotel Board constituted a committee of the independent easyHotel Directors other than the ICAMAP Director who represents ICAMAP. The ICAMAP Director has not taken part in the recommendation.

Information on Ivanhoé Cambridge, ICAMAP and Bidco

·; Ivanhoé Cambridge and its affiliates develop and invest in high-quality real estate properties, projects and companies that are shaping the urban fabric in dynamic cities around the world. They do so responsibly, with a view to generating long-term performance. Ivanhoé Cambridge and its affiliates are committed to creating living spaces that foster the well-being of people and communities, while reducing its environmental footprint. Vertically integrated in Canada, Ivanhoé Cambridge and its affiliates invest internationally alongside strategic partners and major real estate funds that are leaders in their markets. Through affiliates, subsidiaries and partnerships, Ivanhoé Cambridge holds interests in more than 1,000 buildings, primarily in the industrial and logistics, office, residential and retail sectors.

·; ICAMAP is an independent real estate fund manager with a wealth of expertise in real estate, capital markets and private equity. ICAMAP manages approximately €1.5 billion of equity on behalf of leading international, institutional and family office investors. ICAMAP aims to be a long-term capital partner working closely with management, shareholders and other stakeholders and strives to create adaptable capital solutions aimed at delivering growth in value over several years. ICAMAP targets sound businesses with strong potential and all capital investments are aimed at unlocking and accelerating growth in the companies that ICAMAP chooses to support.

·; Bidco is a newly incorporated private limited company incorporated in England and Wales, owned by Ivanhoé Cambridge and ICAMAP.

Information on easyHotel

·; easyHotel is the owner, developer, operator and franchisor of branded hotels. Its strategy is to target the super budget segment of the hotel industry by marketing "clean, comfortable and safe" hotel rooms to its customers. easyHotel's 12 owned hotels currently comprise 1,340 rooms, and it has a further 26 franchised hotels with 2,293 rooms. easyHotel's committed development pipeline of owned and franchised hotels currently consists of 9 owned hotels and 8 franchised hotels.

Strategic rationale

·; Prior to the announcement of the Offer, ICAMAP was the largest shareholder in easyHotel with 38.65 per cent. of the issued easyHotel Shares, having invested an aggregate of approximately £58 million directly into the Company through two placings in 2016 and 2018, in which it provided most of the capital the Company was seeking to raise. ICAMAP has been represented on the easyHotel Board since March 2018, providing additional support to easyHotel as the Company has sought to expand its network of hotels in key business and tourist destinations across the UK and Europe.

·; For some time, ICAMAP has believed that finding another equally supportive investor to share its commitment to developing easyHotel should be a priority for the Company. ICAMAP is therefore delighted to have identified Ivanhoé Cambridge, an existing investor in the ICAMAP Fund, to fulfil this role. Ivanhoé Cambridge, like ICAMAP, recognises that easyHotel needs significant investment to ensure it can fulfil its potential as a leading European budget hotel company.

·; In addition to a shared objective to increase investment in easyHotel's business, and to the application of their combined expertise, Ivanhoé Cambridge and ICAMAP share a similar investment horizon. They believe that, with their support, easyHotel will be able to achieve the easyHotel Board's strategic vision for the business more quickly and effectively and deliver an exciting future for easyHotel, its employees and guests.

·; Ivanhoé Cambridge and ICAMAP believe that the current structure of the Company's shareholder base is ill-suited to attracting the new capital the Company needs to fund its long-term investment programme.  Accordingly, Ivanhoé Cambridge and ICAMAP have decided to form a consortium to make the Updated Offer at a price which they believe fully reflects easyHotel's fair value and which provides a very attractive opportunity for shareholders to realise their investments in cash at a substantial premium to the prevailing share price. It is not critical to Ivanhoé Cambridge and ICAMAP that they own the whole of easyHotel, so they set the acceptance condition for the Offer at only 50 per cent. of the issued share capital of easyHotel. The acceptance condition of the Updated Offer is required to be at the same level. While the Updated Offer gives shareholders a compelling opportunity to realise their investment by accepting the Updated Offer, the structure of the Updated Offer may allow easyHotel to continue in its current form, depending on the level of acceptances of the Updated Offer.

·; Ivanhoé Cambridge and ICAMAP welcome the easyHotel Board's support for the Offer, and continued support for the Updated Offer, and their unequivocal recommendation to shareholders to accept the Updated Offer.

·; Ivanhoé Cambridge and ICAMAP value the Company's long-term relationship with easyGroup Holdings Limited and look forward to continuing to work with it.

Irrevocable undertakings

·; Bidco has 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 family, as relevant), being, in aggregate, 1,020,614 easyHotel Shares, representing approximately 0.7 per cent. of the issued ordinary share capital of easyHotel. The undertakings from Independent easyHotel Directors remain binding in the event of a competing offer being made for easyHotel. These undertakings also apply to the Updated Offer. 

·; Further details of these irrevocable undertakings are set out in Appendix 3 to this Announcement.

General

·; The Updated Offer will be implemented by way of a takeover offer under Part 28 of the Companies Act.

·; The Updated Offer will be subject to the Condition and certain further terms set out in Appendix 1 and to the full terms and the Condition which will be set out in the Offer Document and Form of Acceptance including, among other things, Bidco securing valid acceptances of the Updated Offer in respect of, or Bidco (or persons acting in concert with it) acquiring or agreeing to acquire (whether before or during the Updated Offer and whether pursuant to the Updated Offer or otherwise), easyHotel Shares which result in Bidco and any person in acting in concert with it holding easyHotel Shares carrying more than 50 per cent. of the voting rights then normally exercisable at a general meeting of easyHotel.

·; The Offer Document and Form of Acceptance will include full details of the Updated Offer and the expected timetable, and will specify the actions to be taken by easyHotel Shareholders in connection with the Updated Offer. It is expected that the Offer Document will be dispatched to easyHotel Shareholders as soon as practicable following the date of this Announcement and, in any event, no later than 28 days after the date of the Original Rule 2.7 Announcement, unless extended by Bidco with the consent of the Panel.

·; Commenting on the Updated Offer, Karim Habra, Head of Europe for Ivanhoé Cambridge, said:

"We are pleased with our proposed investment in easyHotel, a disruptive and innovative model that has already proven its success and has the potential for the creation of a leading European budget hotel platform. Alongside our partner, we intend to support the Company's growth and expansion across Europe. This investment aligns with our objectives to diversify in new strategies by seeking value-creation opportunities."

·; Commenting on the Updated Offer, Harm Meijer, Managing Director of ICAMAP Advisory S.à r.l. and one of the founding partners of ICAMAP, said:

"We have been a shareholder in easyHotel since October 2016 and have been the principal supporter of two capital raises. We continue to believe in the long-term strategy of the business. However, we also believe that the Company needs a change in its shareholder base in order for easyHotel to become a true leading pan-European budget hotel player. In our view, Ivanhoé Cambridge and ICAMAP are ideally positioned to provide the capital and stewardship the Company needs. Our offer enables shareholders to exit from an illiquid stock at a 34.8 per cent. premium and, we believe, will result in greater clarity of ownership and direction for the Company and its management team. We are open-minded about whether easyHotel remains a publicly traded company or becomes private. In either case, we believe that the change of ownership which our offer will deliver is essential to enable easyHotel to navigate the current market uncertainty and to thrive in the future."

·; Commenting on the Updated Offer, Jonathan Lane OBE, Chairman of easyHotel, said:

"The Independent easyHotel Directors consider that the Updated Offer is fair and reasonable and in the best interests of shareholders, the Company, its employees and wider stakeholders. Liquidity in easyHotel stock has been limited since the Company was admitted to AIM five years ago. If accepted, the Updated Offer should enable the easyHotel Group to accelerate its expansion into major European cities where it sees significant opportunity, underpinning the long-term growth and prosperity of the easyHotel brand."

This summary should be read in conjunction with, and is subject to, the full text of this Announcement and its Appendices.

The Updated Offer will be made subject to the Condition and further terms set out in Appendix 1 and to the full terms and the Condition which will be set out in the Offer Document and the Form of Acceptance. The bases and sources of certain financial information contained in this Announcement are set out in Appendix 2. Details of the irrevocable undertakings given in relation to the Offer which continue to apply to the Updated Offer are set out in Appendix 3. Certain definitions and terms used in this Announcement are set out in Appendix 4.

Enquiries:

Allen & Overy LLP are retained as legal adviser to ICAMAP and Bidco. Cleary Gottlieb Steen & Hamilton LLP are retained as legal adviser to Ivanhoé Cambridge. Stephenson Harwood LLP are retained as legal adviser to easyHotel.

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 Updated 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 Updated 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.

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 Updated Offer and/or other 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 Updated Offer, 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 the Updated Offer for 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 Updated Offer or otherwise. The Updated Offer will be made solely through the Offer Document and the Form of Acceptance accompanying the Offer Document, which will contain the full terms of and condition to the Updated Offer, including details of how to accept the Updated Offer. Any voting decision or response in relation to the Updated Offer should be made solely on the basis of information contained in the Offer Document and the accompanying Form of Acceptance. easyHotel Shareholders are advised to read the formal documentation in relation to the Updated Offer carefully once it has been dispatched.

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 Updated Offer or to accept or procure the acceptance of the Updated 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 Updated 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 Updated 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 Updated 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 Updated 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 Updated 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 Updated Offer.

The availability of the Updated 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 investors in easyHotel

The Updated 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 Updated Offer is being made in the United States by Bidco and no one else.

The Updated Offer is being made for the securities of an English company with a listing on AIM and the Updated 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 Updated 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 Updated Offer by US easyHotel Shareholders as consideration for the cancellation of easyHotel Shares pursuant to the Updated 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 Updated 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 Updated 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, investors 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 Updated Offer, before or during the period in which the Updated 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 and the documents required to be published pursuant to Rule 26.1 and Rule 26.2 of the Code 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.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, a person so entitled may request a copy of this Announcement (and any information incorporated into it by reference to another source) in hard copy form free of charge. A person may also request that all future documents, announcements and information sent to that person in relation to the Updated Offer should be in hard copy form. For persons who have received a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent to you unless you have previously notified easyHotel in accordance with applicable legal or regulatory provisions that you wished to receive all documents in hard copy form or unless requested in accordance with the procedure set out below.

If you would like to request a hard copy of this Announcement from easyHotel please contact Guy Parsons, easyHotel, by emailing: guy.parsons@easyhotel.com. Please note that easyHotel cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Information relating to easyHotel Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by easyHotel Shareholders, persons with information rights and other relevant persons for the receipt of communications from easyHotel may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 to the Code.

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.

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

15 AUGUST 2019

UPDATED

RECOMMENDED MANDATORY CASH OFFER

for

EASYHOTEL PLC

by

CITRUS UK BIDCO LIMITED

a newly incorporated company owned by a consortium of (i) Ivanhoé Cambridge and (ii) ICAMAP Investments S.à r.l.

1. Introduction

At 7 a.m. on Monday 5 August 2019, the board of Citrus UK Bidco Limited (Bidco) and the Independent easyHotel Directors announced that they had reached agreement on the terms of a recommended cash offer by Bidco, a newly incorporated company owned by a consortium of (i) Cadim Fonds Inc. part of Ivanhoé Cambridge (Ivanhoé Cambridge) and (ii) ICAMAP Investments S.à r.l. (ICAMAP), for the entire issued and to be issued ordinary share capital of easyHotel which ICAMAP does not already own.

Today, ICAMAP unconditionally agreed to acquire 7,943,182 easyHotel Shares in aggregate at a price of 95 pence per easyHotel Share in cash on behalf of Bidco (the Acquisition). It is expected that the Acquisition will settle on 19 August 2019.

Following completion of the Acquisition, ICAMAP's holding in easyHotel will increase from 38.65 per cent. to 44.09 per cent. of the issued easyHotel Shares. Accordingly, under Rule 9 of the Takeover Code, Bidco is required to update the terms of the Offer announced at 7 a.m. on Monday 5 August (the Updated Offer) and to make a mandatory cash offer for the easyHotel Shares not already held by Bidco (or any person acting in concert with it, which includes ICAMAP), at a price of 95 pence per easyHotel Share (such price being not less than the highest price paid by Bidco (or any persons acting in concert with it) for any easyHotel Share during the 12 months prior to the date of this Announcement).

The financial terms of the Updated Offer are identical to the financial terms of the Offer set out in the Original Rule 2.7 Announcement and are set out below in paragraph 2 for reference. The conditions and certain further terms of the Offer that were set out in the Original Rule 2.7 Announcement have however changed significantly and the Updated Offer is only subject to the acceptance condition set out in Part A of Appendix 1 of this Announcement.

It is intended that the Updated Offer will be implemented by way of a takeover offer under Part 28 of the Companies Act.

2. The Updated Offer

Under the terms of the Updated Offer, which shall be subject to the Condition and further terms set out in Appendix 1 and to the full terms and the Condition which will be set out in the Offer Document and accompanying Form of Acceptance, easyHotel Shareholders will be entitled to receive:

for each easyHotel Share 95 pence in cash

The Updated Offer represents a premium of approximately:

(a) 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); and

(b) 26.7 per cent. to the six-month daily volume-weighted average price of 75.0 pence for each easyHotel Share for the six months to 2 August 2019 (being the last Business Day before commencement of the Offer Period).

The terms of the Updated Offer value the entire issued and to be issued ordinary share capital of easyHotel at approximately £138.7 million and implies an enterprise value of £126.1 million and a multiple of approximately 36.7x easyHotel's EBITDA of £3.4 million for the twelve months ended 31 March 2019.

If any dividend or other distribution is authorised, declared, made or paid in respect of the easyHotel Shares on or after the date of the Original Rule 2.7 Announcement and prior to the Effective Date, Bidco reserves the right to reduce the Updated Offer consideration by the amount of all or part of any such dividend or other distribution, in which case any reference in this Announcement or in the Offer Document to the consideration payable under the terms of the Updated Offer will be deemed to be a reference to the consideration as so reduced.

The Updated Offer will only be conditional on Bidco securing valid acceptances of the Updated Offer in respect of, or Bidco (and persons acting in concert with it) otherwise having acquired or agreed to acquire (whether before or during the Updated Offer and whether pursuant to the Updated Offer or otherwise), easyHotel Shares which result in Bidco and any person acting in concert with it holding easyHotel Shares which carry in aggregate more than 50 per cent. of the voting rights then normally exercisable at a general meeting of easyHotel. The Updated Offer will also be subject to the further terms set out in Appendix 1 and to the full terms and the condition which will be set out in the Offer Document and Form of Acceptance.

The easyHotel Shares will be acquired by Bidco fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights existing at the date of the Original Rule 2.7 Announcement or thereafter attaching thereto, including (without limitation) voting rights and the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of the Original Rule 2.7 Announcement, other than any dividend or distribution in respect of which Bidco exercises its right under the terms of the Updated Offer to reduce the consideration payable in respect of each easyHotel Share.

The Offer Document and Form of Acceptance will include full details of the Updated Offer and the expected timetable, and will specify the actions to be taken by easyHotel Shareholders in connection with the Updated Offer. It is expected that the Offer Document will be dispatched to easyHotel Shareholders as soon as practicable following the date of this Announcement and, in any event, no later than 28 days after the date of the Original Rule 2.7 Announcement, unless extended by Bidco with the consent of the Panel.

3. Background to and reasons for the Updated Offer

Prior to the announcement of the Offer, ICAMAP was the largest shareholder in easyHotel with 38.65 per cent. of the issued easyHotel Shares, having invested an aggregate of approximately £58 million directly into the Company through two placings in 2016 and 2018, in which it provided most of the capital the Company was seeking to raise. ICAMAP has been represented on the easyHotel Board since March 2018, providing additional support to easyHotel as the Company has sought to expand its network of hotels in key business and tourist destinations across the UK and Europe.

For some time, ICAMAP has believed that finding another equally supportive investor to share its commitment to developing easyHotel should be a priority for the Company. ICAMAP is therefore delighted to have identified Ivanhoé Cambridge, an existing investor in the ICAMAP Fund, to fulfil this role. Ivanhoé Cambridge, like ICAMAP, recognises that easyHotel needs significant investment to ensure it can fulfil its potential as a leading European budget hotel company. In addition to a shared objective to increase investment in easyHotel's business, and to the application of their combined expertise, Ivanhoé Cambridge and ICAMAP share a similar investment horizon. They believe that, with their support, easyHotel will be able to achieve the easyHotel Board's strategic vision for the business more quickly and effectively and deliver an exciting future for easyHotel, its employees and guests.

Ivanhoé Cambridge and ICAMAP believe that the current structure of the Company's shareholder base is ill-suited to attracting the new capital the Company needs to fund its long-term investment programme.  Accordingly, Ivanhoé Cambridge and ICAMAP have decided to form a consortium to make the Updated Offer at a price which they believe fully reflects easyHotel's fair value and which provides a very attractive opportunity for easyHotel Shareholders to realise their investments in cash at a substantial premium to the prevailing share price. It is not critical to Ivanhoé Cambridge and ICAMAP that they own the whole of easyHotel, so they set the acceptance condition for the Offer at only 50 per cent. of the issued share capital of easyHotel. The acceptance condition of the Updated Offer is required to be set at the same level. While the Updated Offer gives easyHotel shareholders a compelling opportunity to realise their investment by accepting the Updated Offer, the structure of the Updated Offer may allow easyHotel to continue in its current form, depending on the level of acceptances of the Updated Offer.

Ivanhoé Cambridge and ICAMAP welcome the Independent easyHotel Directors' support for the Offer, and their continued support for the Updated Offer, and their unequivocal recommendation to easyHotel Shareholders to accept the Updated Offer.

4. Recommendation

The Independent easyHotel Directors, who have been so advised by Investec as to the financial terms of the Updated Offer, each consider the terms of the Updated Offer to be fair and reasonable. In providing its advice to the Independent easyHotel Directors, Investec has taken into account the commercial assessments of the Independent easyHotel Directors. Investec is providing independent financial advice to the Independent easyHotel Directors for the purposes of Rule 3 of the Code.

Accordingly, the Independent easyHotel Directors intend to recommend unanimously that easyHotel Shareholders accept or procure acceptance of the Updated Offer, as the Independent easyHotel Directors who are interested in easyHotel Shares have irrevocably undertaken to do in respect of their own shareholdings (and/or those of their close family, as relevant) being, in aggregate, 1,020,614 easyHotel Shares, representing, in aggregate, approximately 0.7 per cent. of the issued ordinary share capital of easyHotel on the Last Practicable Date, as more fully described in in Appendix 3.

For the purpose of considering the Offer and the Updated Offer, the easyHotel Board constituted a committee of the independent easyHotel Directors other than the ICAMAP Director who represents ICAMAP. The ICAMAP Director has not taken part in the recommendation.

5. Background to and reasons for the Independent easyHotel Directors' recommendation

Since its admission to trading on AIM in 2014, easyHotel has consolidated its position as an owner, developer and operator of "super budget" branded hotels with an operating network of twelve owned hotels currently comprising 1,340 rooms, with a further 26 franchised hotels with 2,293 rooms. In line with its growth strategy easyHotel has secured an owned and franchised committed development pipeline, scheduled to open in the next financial year ending 30 September 2020, of 735 rooms across five hotels, with a further 976 rooms expected to open in the following financial year. In order to fund this strategy easyHotel has raised in excess of £113 million of new equity capital (inclusive of its initial public offering) since its admission to AIM.

As announced by easyHotel at the time of its interim results in May 2019, easyHotel delivered its fourth consecutive year of market outperformance across easyHotel's owned hotels. This was despite a weakening trading environment and the hotel market outlook remaining uncertain, particularly in the UK where the ongoing Brexit negotiations continue to dampen consumer confidence. Notwithstanding this, easyHotel believes the opportunity to develop a portfolio of hotels in key European cities is significant. For owned hotels, easyHotel believes there is potential for approximately 12,000 easyHotel rooms primarily in the UK, France and Spain with an additional opportunity for approximately 15,000 franchised easyHotel rooms across the UK, Europe and the Middle East. In order to pursue this strategy of growing its international owned hotel portfolio easyHotel would require additional investment capital.

The Independent easyHotel Directors believe that the Updated Offer represents fair value for easyHotel Shareholders and reflects the quality of easyHotel's hotel portfolio and prospects. In their view, the Updated Offer appropriately balances the longer term opportunities for easyHotel with the operating and trading risks it currently faces. In addition, the Independent easyHotel Directors consider that there may be benefits to easyHotel in being a privately owned or controlled company with a more flexible operating framework to deliver its hotel portfolio roll-out ambitions. Furthermore, the access to investment capital from Bidco and its two shareholders will allow easyHotel to continue to target new hotel investment opportunities across Europe.

The Independent easyHotel Directors, in recommending the Updated Offer, are conscious that liquidity in the easyHotel Shares is limited, and likely to remain so, and that the Updated 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).

6. Irrevocable undertakings

Bidco has 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 family, as relevant) being, in aggregate, 1,020,614 easyHotel Shares, representing approximately 0.7 per cent. of the issued ordinary share capital of easyHotel. These undertakings also apply to the Updated Offer.

Further details of these irrevocable undertakings (including the circumstances in which the irrevocable undertakings will cease to be binding or otherwise fall away) are set out in Appendix 3.

7. Information on Ivanhoé Cambridge, ICAMAP and Bidco

Ivanhoé Cambridge

Ivanhoé Cambridge and its affiliates develop and invest in high-quality real estate properties, projects and companies that are shaping the urban fabric in dynamic cities around the world. They do so responsibly, with a view to generating long-term performance. Ivanhoé Cambridge and its affiliates are committed to creating living spaces that foster the well-being of people and communities, while reducing its environmental footprint. Vertically integrated in Canada, Ivanhoé Cambridge and its affiliates invest internationally alongside strategic partners and major real estate funds that are leaders in their markets. Through affiliates, subsidiaries and partnerships, Ivanhoé Cambridge holds interests in more than 1,000 buildings, primarily in the industrial and logistics, office, residential and retail sectors.

ICAMAP

ICAMAP is an independent real estate fund manager with a wealth of expertise in real estate, capital markets and private equity. ICAMAP manages approximately €1.5 billion of equity on behalf of leading international, institutional and family office investors. ICAMAP aims to be a long-term capital partner working closely with management, shareholders and other stakeholders and strives to create adaptable capital solutions aimed at delivering growth in value over several years. ICAMAP targets sound businesses with strong potential and all capital investments are aimed at unlocking and accelerating growth in the companies that ICAMAP chooses to support.

Bidco

Bidco is a newly-incorporated company incorporated under the laws of England and Wales and is owned by a consortium of Ivanhoé Cambridge and ICAMAP. Bidco has not traded since its date of incorporation, nor has it entered into any obligation other than in connection with the Offer and the Updated Offer. It is anticipated that following the date of this Announcement, Bidco will acquire the easyHotel Shares which ICAMAP currently owns and which ICAMAP has acquired pursuant to the Acquisition.

8. Information on easyHotel

easyHotel is the owner, developer, operator and franchisor of branded hotels. Its strategy is to target the super budget segment of the hotel industry by marketing "clean, comfortable and safe" hotel rooms to its customers. easyHotel's 12 owned hotels currently comprise 1,340 rooms, and it has a further 26 franchised hotels with 2,293 rooms. easyHotel's committed development pipeline of owned and franchised hotels currently consists of 9 owned hotels and 8 franchised hotels.

9. Strategic plans and intentions with regard to assets, management and employees

Existing employment rights and pensions

Bidco greatly values the skills, knowledge and expertise of easyHotel's existing management and employees. Bidco does not, therefore, expect to make any material change to the continued employment of the employees and management of easyHotel and its subsidiaries (including in the conditions of employment or in the balance of skills and functions of the employees and management), nor does Bidco intend to initiate any material headcount reductions within the current easyHotel organisation as a result of the Updated Offer, beyond those described below. Given that the Consortium does not have an operating presence in the UK into which easyHotel will be merged, the Consortium foresees only limited rationalisation of employee roles following the completion of the Updated Offer, mainly targeted at corporate and support functions, notably those related to easyHotel's status as a public listed company in the event that easyHotel is delisted. Any such reductions would be subject to appropriate consultation with employees.

However, it is expected that each of the non-executive easyHotel Directors other than the ICAMAP Director will resign as directors of easyHotel on or shortly after the Effective Date.

Bidco does not envisage making any material changes to the existing agreed pension contributions or membership. easyHotel does not offer any defined benefit pension schemes.

Bidco confirms that, following the Effective Date, the existing contractual and statutory employment rights of all easyHotel management and employees will be fully safeguarded, and pension obligations complied with, in accordance with applicable law.

Management incentive arrangements

Following the Effective Date, Bidco intends to review the management, governance and incentive structure of easyHotel. Bidco has not entered into, and has not had discussions on proposals to enter into, any form of incentivisation arrangements with members of easyHotel's management, but may have discussions and enter into such discussions for certain members of the easyHotel management team following the Effective Date.

Headquarters, locations, existing assets and development pipeline

Following the Effective Date, Bidco intends that easyHotel will continue to operate as a standalone business group and Bidco does not currently expect to make any material changes in location of easyHotel's places of business, headquarters and headquarters functions. Furthermore, Bidco expects to continue operating the majority of existing easyHotel hotels and is not intending to dispose of any material part of the easyHotel portfolio. Bidco expects to review the current financing arrangements of the easyHotel Group. In addition, Bidco intends for easyHotel to continue pursuing its current development pipeline.

Bidco intends to continue operating the easyHotel hotels under the 'easyHotel' brand in accordance with the terms of easyHotel's existing brand licence agreement with easyGroup Limited.

Owing to the nature of its business easyHotel does not have a separate research and development function, but to the extent any such activities are currently undertaken, they are not expected to be impacted in a material way by the Updated Offer.

Listing

easyHotel Shares are currently admitted to trading on AIM, a market operated by the London Stock Exchange. As set out in paragraph 14 below, if the Updated Offer becomes or is declared unconditional in all respects, and Bidco has by virtue of its shareholdings and valid acceptances of the Updated Offer, acquired or agreed 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.

No statements in this paragraph 9 are "post-offer undertakings" for the purposes of Rule 19.5 of the Code.

10. easyHotel Share Plans

The Updated Offer will extend to any easyHotel Shares unconditionally allotted or issued fully paid (or credited as fully paid) to satisfy the exercise of existing options granted under the easyHotel Share Plans whilst the Updated Offer remains open for acceptances.

Appropriate proposals will be made in due course to participants in the easyHotel Share Plans. The proposals will explain the effect of the Updated Offer on the participants' options and the actions they may take in respect of their options.

11. Financing of the Updated Offer

The cash consideration payable by Bidco pursuant to the Updated Offer will be financed by a combination of equity contributions to Bidco from Ivanhoé Cambridge and the ICAMAP Fund. The respective equity contributions of Ivanhoé Cambridge and the ICAMAP Fund will vary depending on the outcome of the Updated Offer. Further details of the equity funding arrangements agreed between Ivanhoé Cambridge and ICAMAP in respect of Bidco shall be set out in the Offer Document.

Lazard, as financial adviser to Bidco, is satisfied that sufficient financial resources are available to Bidco to enable it to satisfy in full the cash consideration payable to easyHotel Shareholders under the terms of the Updated Offer.

Further details of the financing of the Updated Offer will be set out in the Offer Document.

12. Offer-related arrangements

Bid Conduct Agreement

Ivanhoé Cambridge and ICAMAP have entered into the Bid Conduct Agreement, pursuant to which they have agreed certain principles in accordance with which they intend to cooperate in respect of the Updated Offer. The terms of the Bid Conduct Agreement include undertakings from each of Ivanhoé Cambridge and ICAMAP not to take certain steps to frustrate the successful outcome of the Updated Offer. The Bid Conduct Agreement also contains an agreement between Ivanhoé Cambridge and ICAMAP that the joint agreement of the Consortium is required in order for Bidco to take certain material actions in relation to conduct of the Updated Offer, including for invoking the Condition to the Updated Offer (as set out in Appendix 1) and declaring the Updated Offer unconditional in all respects.

The Bid Conduct Agreement terminates 14 days after the Updated Offer ceases to be capable of acceptances, upon a competing offer for the easyHotel Shares completing, becoming effective or becoming or being declared unconditional in all respects, if the Updated Offer lapses or is withdrawn, or if agreed in writing between Ivanhoé Cambridge and ICAMAP.

Confidentiality Agreements

Each of Bidco and ICAMAP has entered into a confidentiality agreement with easyHotel, each dated 4 August 2019 (together, the Confidentiality Agreements and each a Confidentiality Agreement) pursuant to which each of Bidco and ICAMAP has undertaken to easyHotel to keep certain information relating to the Offer and to the easyHotel Group confidential and not to disclose such information to third parties except to certain permitted disclosees for the purposes of the Offer, unless agreed in writing by easyHotel in advance or if required by applicable law, rule, requirement or official request of a regulatory or governmental authority, which also apply in respect of the Updated Offer. The confidentiality obligations of Bidco and ICAMAP under the Confidentiality Agreement terminate two years after the date of the relevant Confidentiality Agreement.

Each Confidentiality Agreement also contains undertakings from Bidco and ICAMAP (as applicable) that for a period of 12 months from the date of the relevant Confidentiality Agreement, subject to certain exceptions, neither it nor any of its disclosees under the Confidentiality Agreement (other than finance providers or professional advisers) shall solicit, engage or employ a director, officer or senior employee of the easyHotel Group or solicit clients or customers of the easyHotel Group in relation to the supply of similar goods or services, subject to customary carve-outs.

13. Structure of and condition to the Updated Offer

The Updated Offer will be implemented by way of a takeover offer under Part 28 of the Companies Act and under the Code.

easyHotel Shareholders are urged to read the Offer Document and the accompanying Form of Acceptance when they are sent to them because they will contain important information. An indicative timetable setting out the expected dates for implementation of the Updated Offer will be included in the Offer Document.

Subject to the Updated Offer becoming or being declared unconditional in all respects, the cash consideration payable under the Updated Offer will be despatched to those easyHotel Shareholders who have validly accepted the Updated Offer within 14 days of the Updated Offer becoming or being declared unconditional in all respects or, in relation to valid acceptances received after that date, within 14 days of that acceptance.

Condition to the Updated Offer

The Updated Offer is conditional on Bidco securing valid acceptances of the Updated Offer in respect of, or Bidco (and persons acting in concert with it) having acquired or agreed to acquire (whether before or during the Updated Offer and whether pursuant to the Updated Offer or otherwise), easyHotel Shares which result in Bidco and any person acting in concert with it holding easyHotel Shares carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at a general meeting of easyHotel. This acceptance condition is not waivable by Bidco. In addition, the Updated Offer is subject to the further terms set out in Appendix 1 and to be set out in the Offer Document.

14. Compulsory acquisition, delisting and re-registration

If the Updated Offer becomes, or is declared, unconditional in all respects and Bidco has by virtue of its shareholdings and valid acceptances of the Updated Offer acquired, or agreed to acquire, issued share capital carrying 75 per cent. or more of the voting rights of easyHotel, Bidco intends to procure that easyHotel will 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 on the date on which the Updated Offer becomes or is declared unconditional in all respects provided Bidco has attained 75 per cent. or more of the voting rights as described above or otherwise 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.

In the event that the Updated Offer becomes or is declared unconditional in all respects but Bidco has not acquired easyHotel Shares carrying 75 per cent. or more of the voting rights of easyHotel, 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.

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 Updated 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 easyHotel would pay any further dividends or other distributions or 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 Updated Offer.

If sufficient acceptances are received and/or sufficient easyHotel Shares are otherwise acquired or agreed to be acquired, Bidco intends to apply the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily any easyHotel Shares not acquired or agreed to be acquired by or on behalf of Bidco pursuant to the Updated Offer or otherwise on the same terms as the Updated Offer.

15. Disclosure of interests in easyHotel

As at the close of business on the Last Practicable Date, ICAMAP was the registered holder of 56,413,136 easyHotel Shares, representing approximately 38.65 per cent. of easyHotel's issued share capital. On 15 August 2019 ICAMAP unconditionally agreed to acquire 7,943,182 easyHotel Shares in aggregate pursuant to the Acquisition resulting in ICAMAP having an interest in easyHotel Shares representing 44.09 per cent. of easyHotel's issued share capital as at the Last Practicable Date.

As at the close of business on the Last Practicable Date, other than: (a) the disclosures set out in this paragraph 15 of this Announcement; and (b) the irrevocable undertakings referred to in paragraph 6 of this Announcement, none of Bidco or any of its directors or, so far as Bidco is aware, any person acting, or deemed to be acting, in concert with Bidco, had:

(a) an interest in, or right to subscribe for, relevant securities of easyHotel;

(b) any short position in (whether conditional or absolute and whether in the money or otherwise), 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, relevant securities of easyHotel;

(c) procured an irrevocable commitment or letter of intent to accept the terms of the Updated Offer in respect of relevant securities of easyHotel; or

(d) borrowed, lent or entered into any financial collateral arrangements or dealing arrangements in respect of any easyHotel Shares.

Other than the irrevocable undertakings described in paragraph 6 of this Announcement, no arrangement exists between Bidco or easyHotel or any person acting in concert with Bidco or easyHotel in relation to easyHotel Shares. For these purposes, an arrangement includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to easyHotel Shares which may be an inducement to deal or refrain from dealing in such securities.

In the interests of secrecy prior to this Announcement, Bidco has not made any enquiries in respect of the matters referred to in this paragraph 15 of certain parties who may be deemed by the Panel to be acting in concert with Bidco for the purposes of the Updated Offer. Enquiries of such parties will be made as soon as practicable following the date of this Announcement, and Bidco confirms that further disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Code will be made as soon as possible and, in any event, by no later than 12 noon on the date falling 10 business days after the date of the Original Rule 2.7 Announcement.

16. Overseas shareholders

The availability of the Updated Offer and the distribution of this Announcement to persons resident in, or citizens of, or otherwise subject to, jurisdictions outside the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Further details in relation to Overseas Shareholders will be contained in the Offer Document. easyHotel Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

This Announcement is not intended to, and does not, constitute or form part of any offer to sell or to subscribe for, or any invitation to purchase or subscribe for, or the solicitation of any offer to purchase or otherwise subscribe for, any securities. easyHotel Shareholders are advised to read carefully the Offer Document and the accompanying Form of Acceptance once these have been despatched.

17. General

In deciding whether or not to accept the Updated Offer in respect of their easyHotel Shares, easyHotel Shareholders should rely on the information contained, and follow the procedures described, in the Offer Document and the Form of Acceptance.

This summary should be read in conjunction with, and is subject to, the full text of this Announcement and its Appendices.

The Updated Offer will be made subject to the Condition and further terms set out in Appendix 1 and to the full terms and Condition which will be set out in the Offer Document and the Form of Acceptance. The bases and sources of certain financial information contained in this Announcement are set out in Appendix 2. Details of the irrevocable undertakings given in relation to the Offer, and which also apply to the Updated Offer, are set out in Appendix 3. Certain definitions and terms used in this Announcement are set out in Appendix 4.

Lazard and Investec have each given and not withdrawn their consent to the publication of this Announcement with the inclusion herein of the references to their names in the form and context in which they appear.

18. Documents available on website

Copies of the following documents will, by no later than 12 noon on the Business Day following the date of this Announcement, be made available on Bidco's website at https://www.icamap.com/media and easyHotel's website at ir.easyhotel.com until the end of the Offer Period:

(a) the Original Rule 2.7 Announcement;

(b) this Announcement;

(c) the Bid Conduct Agreement;

(d) the irrevocable undertakings referred to in paragraph 6 above and summarised in Appendix 3 to this Announcement;

(e) the Confidentiality Agreements; and

(f) the documents relating to the financing of the Updated Offer referred to in paragraph 11 of this Announcement.

Enquiries:

Allen & Overy LLP are retained as legal adviser to ICAMAP and Bidco. Cleary Gottlieb Steen & Hamilton LLP are retained as legal adviser to Ivanhoé Cambridge. Stephenson Harwood LLP are retained as legal adviser to easyHotel.

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 Updated 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 Updated 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.

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 Updated Offer and/or other 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 Updated Offer, 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 the Updated Offer for 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 Updated Offer or otherwise. The Updated Offer will be made solely through the Offer Document and the Form of Acceptance accompanying the Offer Document, which will contain the full terms of and condition to the Updated Offer, including details of how to accept the Updated Offer. Any voting decision or response in relation to the Updated Offer should be made solely on the basis of information contained in the Offer Document and the accompanying Form of Acceptance. easyHotel Shareholders are advised to read the formal documentation in relation to the Updated Offer carefully once it has been dispatched.

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 Updated Offer or to accept or procure the acceptance of the Updated 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 Updated 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 Updated 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 Updated 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 Updated 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 Updated 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 Updated Offer.

The availability of the Updated 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 investors in easyHotel

The Updated 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 Updated Offer is being made in the United States by Bidco and no one else.

The Updated Offer is being made for the securities of an English company with a listing on AIM and the Updated 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 Updated 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 Updated Offer by US easyHotel Shareholders as consideration for the cancellation of easyHotel Shares pursuant to the Updated 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 Updated 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 Updated 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, investors 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 Updated Offer, before or during the period in which the Updated 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 and the documents required to be published pursuant to Rule 26.1 and Rule 26.2 of the Code 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.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, a person so entitled may request a copy of this Announcement (and any information incorporated into it by reference to another source) in hard copy form free of charge. A person may also request that all future documents, announcements and information sent to that person in relation to the Updated Offer should be in hard copy form. For persons who have received a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent to you unless you have previously notified easyHotel in accordance with applicable legal or regulatory provisions that you wished to receive all documents in hard copy form or unless requested in accordance with the procedure set out below.

If you would like to request a hard copy of this Announcement from easyHotel please contact Guy Parsons, easyHotel, by emailing: guy.parsons@easyhotel.com. Please note that easyHotel cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Information relating to easyHotel Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by easyHotel Shareholders, persons with information rights and other relevant persons for the receipt of communications from easyHotel may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 to the Code.

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.

Appendix 1

Condition TO and further terms of the Updated Offer

The Updated Offer will be subject to the Condition and terms set out in this Appendix 1 and in the Offer Document and accompanying Form of Acceptance.

Part A

Condition to the Updated Offer

Valid acceptances of the Updated Offer having been received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) on the first closing date of the Updated Offer (or such later time(s) and/or dates(s) as Bidco may, with the consent of the Panel or in accordance with the Code, decide) in respect of easyHotel Shares which, together with easyHotel Shares held at the date of the Updated Offer by Bidco and any persons acting in concert with it and any easyHotel Shares acquired or agreed to be acquired on or after such date by Bidco or any person acting in concert with it, carry more than 50 per cent. of the voting rights then normally exercisable at a general meeting of easyHotel, including for this purpose any voting rights attaching to easyHotel Shares that are unconditionally allotted or issued before the Updated Offer becomes or is declared unconditional as to acceptances whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.

For the purposes of the Condition:

(a) easyHotel Shares which have been unconditionally allotted but not issued before the Updated Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights they will carry on issue;

(b) valid acceptances shall be deemed to have been received in respect of easyHotel Shares which are treated for the purposes of Part 28 of the Companies Act as having been acquired or contracted to be acquired by Bidco, whether by virtue of acceptance of the Updated Offer or otherwise; and

(c) all percentages of voting rights and share capital are to be calculated by reference to the percentage held and in issue outside treasury.

Part B

Certain further terms of the Updated Offer

1. The Updated Offer will be subject to the satisfaction of the Condition in Part A above, and to certain further terms set out in this Part B, and to the full terms and the condition which will be set out in the Offer Document and accompanying Form of Acceptance.

2. The Updated Offer will remain open for acceptance until 1.00 p.m. on the first closing date of the Updated Offer (or such later time(s) and or date(s) as Bidco may, in accordance with the Code or with the consent of the Panel, decide).

3. The Updated Offer shall lapse if:

(a) in so far as the Updated Offer constitutes, or is deemed to constitute, a concentration with an EU dimension within the scope of the EU Merger Regulation, the European Commission either initiates proceedings under Article 6(1)(c) of the EU Merger Regulation or makes a referral to the CMA under Article 9(1) of the EU Merger Regulation and then the Updated Offer or matter arising from or relating to it becomes subject to a CMA Phase 2 Reference; or

(b) the Updated Offer or any matter arising from or relating to it becomes subject to a CMA Phase 2 Reference,

before 1.00 p.m. (London time) on the first closing date or the time and date on which the Updated Offer becomes or is declared unconditional as to acceptances (whichever is the later).

4. If the Updated Offer lapses, it will cease to be capable of further acceptance and persons accepting the Updated Offer and Bidco shall thereupon cease to be bound by acceptances submitted at or before the time the Updated Offer lapses.

5. The availability of the Updated Offer to persons resident in, or citizens of, or otherwise subject to, jurisdictions outside the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. easyHotel Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

6. If any dividend or other distribution is authorised, declared, made or paid in respect of the easyHotel Shares on or after the date of the Original Rule 2.7 Announcement and prior to the Effective Date, Bidco reserves the right to reduce the Updated Offer consideration by the amount of all or part of any such dividend or other distribution, in which case any reference in this Announcement or in the Offer Document to the consideration payable under the terms of the Updated Offer will be deemed to be a reference to the consideration as so reduced, provided that, to the extent that such dividend or distribution is cancelled, the consideration shall not be subject to change.

7. The easyHotel Shares will be acquired by Bidco fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights existing at the date of the Original Rule 2.7 Announcement or thereafter attaching thereto, including (without limitation) voting rights and the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of the Original Rule 2.7 Announcement, other than any dividend or distribution in respect of which Bidco exercises its right under the terms of the Updated Offer to reduce the consideration payable in respect of each easyHotel Share.

8. Unless otherwise determined by Bidco or required by the Code, the Updated Offer is not being made, directly or indirectly, in or into, 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 and shall not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction. This Announcement should not be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction.

9. The Updated Offer and any acceptance thereof will be governed by English law and be subject to the jurisdiction of the English courts and to the Condition set out herein and in the Offer Document and Form of Acceptance. The Updated Offer will also be subject to the applicable requirements of the Code, the Panel and AIM, as well as the applicable requirements of US federal securities laws.

Appendix 2

Sources of information and bases of calculation

1. The value attributed to the fully diluted issued share capital of easyHotel is based on:

(a) 145,954,546 easyHotel Shares in issue as at close of business on the Last Practicable Date; and

(b) 1,046,145 easyHotel Shares which may be issued on or after the date of this Announcement to satisfy the exercise of options outstanding under the easyHotel Share Plans as at the Last Practicable Date, calculated using the treasury method; less

(c) 981,115 easyHotel Shares as at the Last Practicable Date held by the easyHotel Employee Benefit Trust which can be used to satisfy the exercise of options granted under the easyHotel Share Plans.

2. The value attributed to the entire issued and to be issued ordinary share capital of easyHotel is based upon the consideration of 95 pence for each easyHotel Share, multiplied by the fully diluted share capital of easyHotel set out in paragraph 1 above.

3. The premium calculations to the price for each easyHotel Share have been calculated by reference to:

(a) the Closing Price of 70.5 for each easyHotel Share on 2 August 2019 (being the last Business Day before commencement of the Offer Period); and

(b) the six-month daily volume-weighted average price of 75.0 for each easyHotel Share on 2 August 2019 (being the last Business Day before commencement of the Offer Period).

4. The implied enterprise value is based on upon the value of the entire issued and to be issued share capital of easyHotel set out in paragraph 2 above less net cash of approximately £12.6 million as at 31 March 2019, and the implied multiple of 36.7x EBITDA is based on EBITDA of approximately £3.4 million for the twelve month period ended 31 March 2019 (calculated using EBITDA of approximately £2.0 million for the six months ended 30 September 2018, plus EBITDA of approximately £1.5 million for the six months ended 31 March 2019).

5. Unless otherwise stated, all prices quoted for easyHotel Shares are Closing Prices.

6. Volume-weighted average prices have been derived from Bloomberg and have been rounded to the nearest decimal place.

7. Unless otherwise stated, the financial information relating to easyHotel has been extracted from easyHotel's annual report and accounts for the year ended 30 September 2018 and easyHotel's interim results for the six months ended 31 March 2019.

Appendix 3

Irrevocable undertakings

1. Independent easyHotel Directors' irrevocable undertakings

The following Independent easyHotel Directors have each given an irrevocable undertaking to accept or procure the acceptance of the Offer, which continue to apply in respect of the Updated Offer:

The irrevocable undertakings from the individuals listed above will lapse if: (i) Bidco announces, with the consent of the Panel, that it does not intend to make or proceed with the Updated Offer; (ii) if the Offer Document is not posted to easyHotel Shareholders within the permitted period under the Code; or (iii) if the Updated Offer is withdrawn, lapses or otherwise terminates in accordance with its terms.

These irrevocable undertakings will prevent each of the individuals listed above from: (i) exercising any right of withdrawal of any acceptance of the Updated Offer where such a right is otherwise exercisable under the Code; or (ii) otherwise selling all or any part of their respective easyHotel Shares into the market.

Appendix 4

Definitions

The following definitions apply throughout this Announcement unless the context otherwise requires:

All references in this Announcement to any statutory provision or law or to any order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validly therefrom.