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) +44 (0) 20 7597 5970
David Anderson
Houston (Financial PR) +44 (0) 20 3701 7660
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 rns@lseg.com or visit www.rns.com.
END
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