ICAMAP Investments S.ar.l. Offer Update (9502N)

TIDMEZH

RNS Number : 9502N

ICAMAP Investments S.ar.l.

27 September 2019

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

27 SEPTEMBER 2019

RECOMMED UNCONDITIONAL MANDATORY CASH OFFER

for

EASYHOTEL PLC

("EASYHOTEL")

by

CITRUS UK BIDCO LIMITED

("BIDCO")

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

OFFER UPDATE

Introduction

On 5 August 2019, the boards of Bidco and easyHotel announced that they had reached agreement as to the terms of a recommended cash offer to be made by Bidco for the entire issued and to be issued share capital of easyHotel not already owned by ICAMAP Investments S.à r.l. (the Offer). On 19 August 2019, Bidco published an offer document (the Offer Document) setting out the full terms of, the condition to and the procedures for acceptance of the Offer. On 23 August 2019, Bidco announced that the Condition to the Offer had been satisfied and that the Offer had become wholly unconditional.

Bidco also notes the announcement by the Independent easyHotel Directors on 18 September 2019 that they unanimously recommend that easyHotel Shareholders accept the Offer and are conscious that liquidity in the easyHotel Shares may be very limited, and likely to remain so, and that the Offer enables easyHotel Shareholders to realise in cash the value of their shareholdings.

Bidco reminds easyHotel Shareholders that the Offer will close at 1.00 pm (London time) on 1 October 2019. The Offer will not be extended beyond this date. easyHotel Shareholders who have not yet accepted the Offer are urged to do so as soon as possible.

Actions to be taken

The Offer may be accepted by easyHotel Shareholders as follows:

-- If you hold your easyHotel Shares in certificated form (that is, not in CREST), you should complete and return the Form of Acceptance which accompanied the Offer Document as soon as possible.

-- If you hold your easyHotel Shares in uncertificated form (that is, in CREST), you should ensure that an Electronic Acceptance is made by you or on your behalf and that settlement occurs as soon as possible. If you hold your easyHotel Shares as a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary instruction to Euroclear.

Further details on how to accept the Offer are set out in the Offer Document, and, for easyHotel Shares held in certificated form, in the accompanying Form of Acceptance.

The Offer Document and a specimen Form of Acceptance are available on Bidco's website at www.icamap.com/citrus-offer and on easyHotel's website at ir.easyhotel.com. Further copies of the Offer Document and the Form of Acceptance may be obtained by contacting the Receiving Agent, Link Asset Services, on 0371 664 0321 (if calling within the UK) or on [phone] (if calling from outside the UK). The helpline is open between 9.00 a.m. and 5.30 p.m. (London time) Monday to Friday excluding public holidays in England and Wales. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Please note that Link Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Intention to procure cancellation of trading and listing on AIM and re-registration

As set out in the Offer Document, if Bidco, by virtue of its shareholdings and valid acceptances of the Offer, acquires or agrees 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.

A notice period of not less than 20 Business Days before the cancellation will commence 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.

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 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 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 Offer.

In the event that Bidco has not acquired easyHotel Shares carrying 75 per cent. or more of the voting rights of easyHotel following the close of the Offer on 1 October 2019, 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.

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

Enquiries:

 
 Ivanhoé Cambridge                                Tel: + 1 514 847 4171 
  Public Affairs 
 ICAMAP                                               Tel: + 44 20 3434 1006 
  Harm Meijer 
  Hubert Buiatti 
 Lazard & Co., Limited (Financial adviser to Bidco)    Tel: [phone] 
  Patrick Long 
  William Lawes 
 Tulchan Group (PR adviser to Bidco)                   Tel: [phone] 
  Tom Murray 
  Will Smith 
 

Important notices relating to financial advisers

Lazard & Co., Limited (Lazard), which is authorised by and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser to Bidco and no one else in connection with the Offer and other matters set out in this Announcement and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Offer, the content of this Announcement or any other matter referred to herein. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this Announcement, any statement contained herein or otherwise.

Further information

This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire or subscribe for or dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer is made solely through the Offer Document and the Form of Acceptance accompanying the Offer Document, which contains the full terms and conditions of the Offer, including details of how to accept the Offer. Any voting decision or response in relation to the Offer should be made solely on the basis of information contained in the Offer Document and the accompanying Form of Acceptance, which easyHotel Shareholders are advised to read carefully.

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 Offer or to accept or procure the acceptance of the 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 Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, the Offer 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 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 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 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 Offer.

The availability of the 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 shareholders in easyHotel

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

The Offer is being made for the securities of an English company with a listing on AIM and the Offer is subject to UK disclosure requirements, which are different from certain United States disclosure requirements. Furthermore, the payment and settlement procedure with respect to the Offer will comply with the relevant United Kingdom rules, which differ from US payment and settlement procedures, particularly with regard to the date of payment of consideration.

The receipt of cash pursuant to the Offer by US easyHotel Shareholders as consideration for the cancellation of easyHotel Shares pursuant to the Offer may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each easyHotel Shareholder (including US easyHotel Shareholders) is urged to consult their own independent professional adviser immediately regarding the legal and tax consequences of the Offer.

Neither the SEC nor any US state securities commission has approved or disproved or passed judgment upon the fairness or the merits of the Offer or determined if this Announcement is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the US.

easyHotel and Bidco are incorporated under the laws of England. In addition, some or all of their officers and directors reside outside the US, and some or all of its assets are or may be located in jurisdictions outside the US. Therefore, shareholders may have difficulty effecting service of process within the US upon those persons or recovering against easyHotel or Bidco or their respective officers or directors on judgments of US courts, including judgments based upon the civil liability provisions of US federal securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment. It may not be possible to sue easyHotel or Bidco or their respective officers or directors in a non-US court for violations of US securities laws.

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 Offer, before or during the period in which the 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 will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on easyHotel's website at ir.easyhotel.com and on Bidco's website at https://www.icamap.com/media by no later than 12 noon on the Business Day following the date of this Announcement.

Neither the content of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

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 [phone] 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.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

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September 27, 2019 04:41 ET (08:41 GMT)