easyHotel PLC Cancellation from trading on AIM (1180K)

TIDMEZH

RNS Number : 1180K

easyHotel PLC

20 April 2020

20 April 2020

easyHotel plc

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

Cancellation from trading on AIM

And

Exit opportunity for minority Shareholders

easyHotel , the owner, developer, operator and franchisor of "super budget" branded hotels, today announces the cancellation of the Ordinary Shares from trading on AIM (the "Cancellation").

The Ordinary Shares will continue to be admitted to trading on AIM prior to the Cancellation. The Directors expect that the Company's trading facility on AIM will be cancelled with effect from 7.00 a.m. on 19 May 2020.

The Company has two large Shareholders, (i) Citrus Holdco, a company owned by a consortium comprising Cadim Fonds Inc (part of Ivanhoé Cambridge) and ICAMAP Investments S.à.r.l, which currently owns approximately 71.2 per cent. of the Ordinary Shares, and (ii) easyGroup, which together with its concert parties, currently owns approximately 25.8 per cent. of the Ordinary Shares.

Citrus Holdco, together with easyGroup, which are interested in approximately 94.6 per cent. of the Ordinary Shares in aggregate, have each irrevocably undertaken in respect of their entire interests in Ordinary Shares to vote in favour of a resolution approving the Cancellation were one to be put to Shareholders in general meeting .

The Board believes that the Cancellation is in the best interests of the Company and Shareholders as a whole.

Additionally, Citrus Holdco has informed the Company that it is willing, and has instructed Stifel Nicolaus Europe Limited, on Citrus Holdco's behalf to acquire Ordinary Shares on market at a price of up to 70.0 pence per Ordinary Share during the period from the date of this announcement until 1.00 p.m. on 18 May 2020 (the "Exit Opportunity"), thereby enabling Shareholders to sell their Ordinary Shares at a premium of up to approximately 21.7 per cent. to the closing price per Ordinary Share on 17 April 2020, being the latest practicable date prior to the date of this announcement.

Introduction

The Company has today announced the cancellation of the admission of the Ordinary Shares to trading on AIM which is expected to take effect from 7.00 a.m. on 19 May 2020.

The purpose of this announcement is to provide you with information on the Cancellation and to explain why your Board considers the Cancellation to be in the best interests of the Company and its Shareholders as a whole.

Background to and reasons for the Cancellation

In Citrus Holdco's announcement on 5 August 2019 regarding its recommended offer for the Company's Ordinary Shares that closed on 1 October 2019, Citrus Holdco set out its intention that, if it acquired or agreed to acquire Ordinary Shares carrying 75 per cent. or more of the voting rights of easyHotel, it would apply to the London Stock Exchange for cancellation of the admission to trading on AIM of the Ordinary Shares. Citrus Holdco does not own or control 75 per cent. or more of the voting rights of easyHotel, however, together with easyGroup, the Company's second largest shareholder, they are interested in approximately 94.6 per cent. of the Ordinary Shares in aggregate, and each have irrevocably undertaken in respect of their entire interests in Ordinary Shares to vote in favour of a resolution approving the Cancellation were one to be put to Shareholders in general meeting.

The Company has two large Shareholders, Citrus Holdco, a company owned by a consortium comprising Cadim Fonds Inc (part of Ivanhoé Cambridge) and ICAMAP Investments S.à.r.l, currently owns approximately 71.2 per cent. of the Ordinary Shares, and easyGroup, which together with its concert parties, currently owns approximately 25.8 per cent. of the Ordinary Shares. This leaves approximately 3.0 per cent. of the Ordinary Shares being held by other Shareholders, and as a consequence there is limited trading volume in the Ordinary Shares.

The Directors believe that the on-going costs and regulatory requirements associated with maintaining the Company's AIM-traded status are disproportionate to any potential benefits to the Company. With the support of both of the Company's two major shareholders, the Company is now in a position to cancel its trading facility on AIM. The Directors consider that an unlisted company represents the best corporate vehicle for the Group to progress its strategy for growth.

Cancellation

The Directors expect that the Company's trading facility on AIM will be cancelled with effect from 7.00 a.m. on 19 May 2020.

The principal effects of the Cancellation will be:

-- there will no longer be a formal market mechanism enabling Shareholders to trade their Ordinary Shares through AIM and the CREST facility will be cancelled which may significantly reduce the liquidity and marketability of the Ordinary Shares;

-- the regulatory and financial reporting obligations, as well as disclosure and corporate governance requirements applicable to companies whose shares are admitted to trading on AIM, will no longer apply;

   --     Investec will cease to be the Company's Nominated Adviser and Broker; and 

-- in the absence of a formal market and quote, it may be more difficult for Shareholders to determine the market value of their investment in the Company at any given time.

The Cancellation may have taxation consequences for Shareholders and Shareholders who are in any doubt about their tax position should consult their own professional independent adviser.

Dealings prior to the Cancellation

Shareholders should note that, up until the Cancellation becomes effective, they continue to be able to trade in the Ordinary Shares on AIM.

The Directors are aware that certain Shareholders may be unable or unwilling to hold Ordinary Shares once the Cancellation becomes effective. Such Shareholders should consider selling their Ordinary Shares in the market prior to the Cancellation becoming effective.

Exit Opportunity

Citrus Holdco has informed the Company that it is willing, and has instructed Stifel Nicolaus Europe Limited, on Citrus Holdco's behalf to acquire Ordinary Shares on market at a price of up to 70.0 pence per Ordinary Share during the period from the date of this announcement until 1.00 p.m. on 18 May 2020, thereby enabling Shareholders to sell their Ordinary Shares at a premium of up to approximately 21.7 per cent. to the closing price per Ordinary Share on 17 April 2020, being the latest practicable date prior to the date of this announcement.

Minority Shareholders do not have to sell their Ordinary Shares.

Minority Shareholders do not have to sell their Ordinary Shares if they do not wish to do so. However, Shareholders who elect not to sell their Ordinary Shares pursuant to the Exit Opportunity or otherwise in the market by other means prior to the Cancellation will, subject to completion of the Cancellation, hold Ordinary Shares in an unlisted company.

The Directors make no recommendation in relation to the Exit Opportunity and any Shareholder wishing to sell their Ordinary Shares should consult their stockbroker, bank manager, solicitor or other appropriate independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended).

Dealings following the Cancellation

If a Shareholder retains their Ordinary Shares following the Cancellation, although the Ordinary Shares will remain freely tradeable, they will no longer be tradeable on AIM and no other formal facility (such as CREST) will be available to facilitate the trading of the Ordinary Shares which may significantly reduce the liquidity and marketability of the Ordinary Shares.

Those Shareholders who hold their Ordinary Shares in CREST will be sent share certificates for their holding on or around 2 June 2020.

Irrevocable Undertakings

Citrus Holdco, the Company's largest shareholder which is interested in 112,127,161 Ordinary Shares, representing approximately 71.2 per cent. of the Ordinary Shares, has irrevocably undertaken in respect of its entire interest in the Ordinary Shares to vote in favour of a resolution approving the Cancellation were one to be put to Shareholders in general meeting.

easyGroup, the Company's second largest shareholder which is interested in 36,870,784 Ordinary Shares, representing approximately 23.4 per cent. of the Ordinary Shares, has irrevocably undertaken in respect of its entire interest in the Ordinary Shares to vote in favour of a resolution approving the Cancellation were one to be put to Shareholders in general meeting.

Therefore irrevocable undertakings have been received from Shareholders representing, in aggregate, approximately 94.6 per cent. of the Ordinary Shares to vote in favour of a resolution approving the Cancellation were one to be put to Shareholders in general meeting.

The Board believes that the Cancellation is in the best interests of the Company and the Shareholders as a whole.

Expected timetable of principal events

 
 Latest time and date for minority Shareholders   1.00 p.m. 18 May 
  to participate in the Exit Opportunity           2020 
 
 Cancellation effective                           7.00 a.m. 19 May 
                                                   2020 
 

Definitions

In addition to the terms defined above, the following definitions apply throughout this announcement unless the context otherwise requires:

 
 "AIM"                     the AIM market of the London Stock Exchange 
 "AIM Rules"               the London Stock Exchange's rules for companies 
                            relating to AIM titled "AIM Rules for Companies" 
 "Citrus Holdco"           Citrus Holdco Limited (formerly named Citrus 
                            UK Bidco Limited) 
 "Company"                 easyHotel plc 
 "CREST"                   the electronic systems for the holding and 
                            transfer of shares in dematerialised form 
                            operated by Euroclear UK & Ireland Limited 
 "Directors" or "the       the directors of the Company 
  "Board" 
 "easyGroup"               easyGroup Holdings Limited 
 "Group"                   the Company and its subsidiary undertakings 
 "Investec"                Investec Bank plc, Nominated Adviser and 
                            Broker to the Company 
 "London Stock Exchange"   London Stock Exchange plc 
 "Ordinary Shares"         the ordinary shares of 1 pence each in the 
                            capital of the Company and each an "Ordinary 
                            Share" 
 "Shareholders"            the holders of the Ordinary Shares and each 
                            of them being a "Shareholder" 
 

Enquiries:

 
 easyHotel plc 
 François Bacchetta, Chief         www.easyhotel.com 
  Executive Officer 
 Harm Meijer, Non-executive Chairman    http://ir.easyhotel.com 
 
 Investec (Nominated Adviser 
  and Broker)                           [phone] 
 David Anderson 
 Houston (Financial PR)                 [phone] 
 Kate Hoare / Laura Stewart 
 

Notes to Editors:

   www.easyhotel.com   http://ir.easyhotel.com 

easyHotel is the owner, developer, operator and franchisor of branded hotels. Founded in 2004 by Sir Stelios Haji-Ioannou, easyHotel's strategy is to target the super budget segment of the hotel industry by offering great value and "clean, comfortable and safe" hotel rooms to its customers. Citrus Holdco, a company owned by a consortium comprising Cadim Fonds Inc (part of Ivanhoé Cambridge) and ICAMAP Investments S.à.r.l, through its offer for the ordinary share capital of the Company at a price of 95.0 pence per Ordinary Share that closed on 1 October 2019, acquired approximately 68.8 per cent. of the Ordinary Shares, and currently owns approximately 71.2 per cent. of the Ordinary Shares.

Operating hotels

easyHotel has an estate of 40 hotels with 3,759 rooms, comprising 27 franchised hotels (2,332 rooms) and 13 owned hotels (1,427 rooms).

Owned hotels:

United Kingdom: Old Street (London), Glasgow, Croydon, Birmingham, Manchester, Liverpool, Newcastle*, Leeds, Sheffield, Ipswich, Milton Keynes.

Spain: Barcelona

France: Nice

Franchise locations:

United Kingdom: Edinburgh, London Heathrow, Central London, Luton, Reading and Belfast.

Europe: Belgium (Brussels), Bulgaria (Sofia), Germany (Berlin, Frankfurt, Bernkastel-Kues), Hungary (Budapest), The Netherlands (Amsterdam: City, Arena & Zaandam, Amsterdam Schiphol Airport, Rotterdam, The Hague, The Hague Scheveningen Beach, Maastricht), Portugal (Lisbon), Switzerland (Basel, Zurich).

International: UAE (Dubai).

Hotel development pipeline

Owned hotels:

United Kingdom: Chester, Cardiff, Oxford*, Blackpool, Cambridge* and Bristol(#) .

Europe: Ireland (Dublin), France (Paris-Charles de Gaulle Airport*), Spain (Madrid)

Franchise hotels:

United Kingdom: Derby

Europe: Spain (Malaga), Switzerland (Zurich: City Centre, Limmatplatz).

International: Israel (Tel Aviv - three locations)

* Hotels under an operating lease.

(#) Subject to planning permission.

IMPORTANT NOTICES

This Announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

This Announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 ("MAR").

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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April 20, 2020 02:00 ET (06:00 GMT)