Recommended Mandatory Cash Offer

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.

1 May 2025

fOR IMMEDIATE RELEASE

RECOMMENDED MANDATORY CASH OFFER

for

EASYHOTEL LIMITED

("easyHotel" or the "Company")

by

EPISO 6 Tiger Hotels Ltd

 ("Bidco")

which is an indirectly wholly-owned subsidiary of European Property Investors Special Opportunities 6 SCSp-SICAV-SIF ("Bidder Fund"), a fund advised by Tristan Capital Partners ("TCP"), incorporated under the laws of England with its registered office at Berkeley Square House, 8th Floor, Berkeley Square, London

1.             Introduction

On 15 August 2024, the easyHotel Directors announced that they were exploring various strategic options regarding easyHotel, including the possible sale of the entire issued, and to be issued, share capital of easyHotel.

Following this process, Bidco and Citrus Holdco Limited ("Citrus") have, on 1 May 2025, entered into a share purchase agreement (the "SPA") for the acquisition by Bidco of all of the easyHotel Shares to which Citrus is beneficially and legally entitled, comprising 189,534,229 easyHotel Shares, representing approximately 81 per cent. of the easyHotel Shares in issue as at the Last Practicable Date (the "Citrus Shares"), at an aggregate price of €196,131,867.31, being a price of €1.03480974571714per easyHotel Share, in cash (the "Acquisition"). Pursuant to the SPA, completion of the Acquisition is expected to take place at 12.45 pm on the 22^nd calendar day after the date on which the Offer Document is posted to easyHotel Shareholders (the "Expected SPA Completion Date") or on such later date as determined in accordance with the terms of the SPA (further details are included in Section 11 of this Announcement) or as agreed between the parties to the SPA, subject to the consent of the Panel if required.

Following completion of the Acquisition, Bidco's holding in easyHotel will be equal to approximately 81 per cent. of the issued easyHotel Shares. As a result of entering into the SPA, Bidco is required, pursuant to Rule 9 of the Takeover Code, to make a mandatory cash offer for the easyHotel Shares not already held by Bidco (or any persons acting in concert with it) or that Bidco does not otherwise have an interest in pursuant to the terms of the SPA (the "Offer"). As at the Last Practicable Date, the easyHotel Shares subject to the Offer represent approximately 19 per cent. of the easyHotel Shares in issue and Bidco is making the Offer at a price of €1.03480974571714 per easyHotel Share (provided that the aggregate consideration payable to each person who validly accepts the Offer shall, in each case, be rounded up to the nearest cent of a Euro).

The Offer will be subject only to the acceptance condition under Rule 9.3 of the Code pursuant to which valid acceptances of the Offer must have been received (and not validly withdrawn in accordance with the rules and requirements of the Code and the terms of the Offer) by no later than 1.00 pm on the Unconditional Date (the "Offer Closing Time"), currently expected to be on the 22nd calendar day after the date on which the Offer Document is posted to easyHotel Shareholders, in respect of such number of easyHotel Shares as shall, when aggregated with the easyHotel Shares already held by Bidco at the date of the Offer and the easyHotel Shares acquired or unconditionally agreed to be acquired (whether pursuant to completion occurring under the SPA, the Drag Along Notice, acceptance of the Offer or otherwise) by Bidco and any persons acting in concert with it on or after such date, represent easyHotel Shares carrying, in aggregate, more than 50 per cent. of the total voting rights then normally exercisable at a general meeting of easyHotel (the "Acceptance Condition").

By specifying an Unconditional Date which is earlier than Day 60 (as defined in the Code), Bidco is treated as having made an acceleration statement to which Rule 31.5 of the Code applies (the "Acceleration Statement") (see below and Section 14 of this Announcement).

As set out in Section 14 of this Announcement, Bidco reserves the right to set this Acceleration Statement aside:

·      if the SPA does not complete on the Expected SPA Completion Date and completion of the SPA is set for a later date in accordance with the terms of the SPA;

·      with the agreement or consent of the easyHotel Board;

·      if a third party announces an offer for easyHotel or there is otherwise an announcement of a possible offer for easyHotel by a third party or an announcement which refers to the existence of a new potential offeror for easyHotel (whether the potential offeror is identified or not);

·      if a third party announces a firm intention to make an offer for easyHotel;

·      in the event of an increased or improved offer for easyHotel by Bidco being recommended by the easyHotel Board; and

·      in wholly exceptional circumstances as provided for by Rule 31.5(e)(ii) of the Code.

Whilst Bidco's interest in easyHotel Shares already carries more than 50 per cent. of the voting rights of easyHotel (by virtue of being interested in the Citrus Shares upon entering into the SPA), Bidco will only become the owner of the Citrus Shares upon completion occurring under the SPA. In practice, this means that the Acceptance Condition will be satisfied (and the Offer will become unconditional) upon completion occurring under the SPA. Completion under the SPA is expected to take place at 12.45 pm on the Expected SPA Completion Date or on such later date as determined in accordance with the terms of the SPA (further details are included in Section 11 of this Announcement) or as agreed between the parties to the SPA, subject to the consent of the Panel if required.

easyHotel Shareholders will be notified of the Expected SPA Completion Date in the Offer Document together with details of the expected Unconditional Date and resulting Offer Closing Time. If the completion of the SPA is delayed from the Expected SPA Completion Date for the reasons set out above and in Section 14 of this Announcement, the Acceleration Statement shall be set aside and the Unconditional Date and resulting Offer Closing Time shall be extended accordingly to the new expected SPA completion date. Details of the new Unconditional Date and resulting Offer Closing Time shall be notified to easyHotel Shareholders by an announcement through the RNS. Upon the Offer becoming unconditional, easyHotel has agreed with the Panel that the normal requirements for the Offer to be kept open for a further 14 days will not apply in view of the arrangements described below regarding the exercise of the Drag Right.

Bidco will make the Offer through the dispatch of the Offer Document and Form of Acceptance, both of which will be posted to easyHotel Shareholders (or made available electronically in accordance with the Takeover Code). The Offer Document will contain the formal terms of the Offer and the views of the easyHotel Directors on the Offer. With the consent of the Panel and the easyHotel Board, the Offer Document is expected to be posted to easyHotel Shareholders as soon as practicable after the date of this Announcement (or made available electronically in accordance with the Takeover Code), but in any event no later than 28 days after the date of this Announcement.

In addition, Bidco and Citrus have agreed that Citrus will exercise the right that it has (as a result of Citrus entering into a binding agreement to transfer all of the easyHotel Shares to which Citrus is beneficially and legally entitled, comprising more than 60 per cent. of the entire issued share capital of easyHotel, to Bidco) pursuant to Articles 77 to 85 (Drag Along) of the Articles (the "Drag Provisions") to require all other easyHotel Shareholders who do not validly accept the Offer by the Offer Closing Time to sell and transfer all of their easyHotel Shares to Bidco (the "Drag Right"). Contemporaneously with the posting of the Offer Document, a drag along notice will be issued by Citrus pursuant to Articles 77 and 78 (Drag Along) of the Articles which will notify such easyHotel Shareholders who do not validly accept the Offer by the Offer Closing Time of the exercise of the Drag Right (the "Drag Along Notice"). Accordingly, each easyHotel Shareholder who does not validly accept the Offer by the Offer Closing Time will be required to sell and transfer all of their easyHotel Shares to Bidco in any event pursuant to the Articles and the Drag Along Notice. Any easyHotel Shareholder who wishes to respond to the Drag Along Notice rather than accepting the Offer shall receive their consideration in accordance with the Drag Along Notice which shall be accompanied by an undertaking from Bidco to pay such easyHotel Shareholders the consideration payable to them pursuant to the Drag Along Notice with effect from completion of the transfer of such easyHotel Shareholders' shares to Bidco and to procure that a cheque for settlement of such consideration is dispatched as soon as possible after the Offer Closing Time but in any event within 14 days of the Offer Closing Time. easyHotel Shareholders who neither validly accept the Offer nor validly respond to the Drag Along Notice and whose easyHotel Shares will be transferred to Bidco will be required to claim the consideration payable to them from the Company in accordance with the Articles.

The consideration under the Drag Right will be the same price per easyHotel Share payable by Bidco for the Citrus Shares at €1.03480974571714 per easyHotel Share (provided that the aggregate consideration payable to each person who validly responds to the Drag Along Notice shall, in each case, be rounded up to the nearest cent of a Euro) and payments made pursuant to the Drag Right will be made in Euros only; easyHotel Shareholders who validly respond to the Drag Along Notice and choose to sell and transfer their easyHotel Shares to Bidco pursuant to the Articles and the Drag Along Notice will not be able to elect to receive their consideration in British Pounds Sterling or any other currency. Similarly, any easyHotel Shareholder who does not validly accept the Offer or validly respond to the Drag Along Notice, and whose easyHotel Shares are therefore compulsorily transferred to Bidco pursuant to the Drag Right, and who later seeks to receive any unpaid consideration for its or his easyHotel Shares shall be paid in Euros only.

Commenting on the Offer, Kristian Smyth (Managing Director, Investments, Tristan Capital Partners), said "Tristan's Funds have established a leading presence in the European budget hotel sector, with this transaction bringing the total committed hotel investments to in excess of €1 billion to date. The budget hotel sector forms a core part of Tristan's European investment theses, reflecting the firm's conviction in the long-term growth potential of this under-represented sector.

The easyHotel brand perfectly complements our growing platform through its incredibly strong brand recognition with a product that offers compelling value in centrally located destinations. We expect to materially expand the existing footprint of the platform and build on our thematic, operationally driven approach."

2.             The Offer

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

for each easyHotel Share                                                 €1.03480974571714 in cash

The terms of the Offer value the entire issued ordinary share capital of easyHotel at approximately €242.1 million.

The Offer is being made in Euros. However, easyHotel Shareholders who validly accept the Offer will be able to elect to receive their consideration in British Pounds Sterling (after the deduction of any commissions, transaction or dealing costs associated with the conversion). The exchange rate that will be used to convert the payments from Euros to British Pounds Sterling will be the rate established by MUFG Corporate Markets in its capacity as paying agent, on the date the funds are converted, which rate will be based on the prevailing market rate on the date the funds are converted (after the deduction of any commissions, transaction or dealing costs associated with the conversion). The risk of any fluctuations in the rate, including risk relating to the particular date or time at which the funds are converted will be borne solely by the easyHotel Shareholder making such election. Any commission, transaction or dealing costs associated with the conversion will be borne by the easyHotel Shareholder making such election and will be reflected in the exchange rate obtained for the transaction. Further details about the currency conversion facility being made available to easyHotel Shareholders will be set out in the Offer Document.

Any easyHotel Shareholder who validly accepts the Offer shall receive their consideration as soon as possible after the Offer Closing Time but in any event within 14 days of the Offer Closing Time.

easyHotel Shares acquired from easyHotel Shareholders who validly accept the Offer will be acquired fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests of any nature whatsoever and together with all rights existing at the Transaction Completion Date 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 Transaction Completion Date.

If any dividend, distribution or other return of capital is authorised, declared, made or paid in respect of the easyHotel Shares on or after the date of this Announcement, Bidco reserves the right to reduce the Offer consideration by the amount of all or part of any such dividend, distribution or other return of capital, in which case any reference in this Announcement to the consideration payable under the terms of the Offer will be deemed to be a reference to the consideration as so reduced. Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Offer. If Bidco exercises its right to reduce the Offer consideration by the amount of all or any part of a dividend, distribution or other return of capital, easyHotel Shareholders would be entitled to retain any such dividend, distribution or other return of capital declared, made or paid or which becomes payable.

The Offer will extend to all issued easyHotel Shares which are unconditionally allotted and/or issued and fully paid (or credited as fully paid) before the Offer Closing Time other than the easyHotel Shares that Bidco has an interest in pursuant to the terms of the SPA.

The Offer is subject only to the Acceptance Condition. Certain further terms of the Offer are set out in Appendix 1 of this Announcement.

3.             Background to and reasons for the Offer

TCP is a thematic investor with high conviction in the budget hospitality sector. In 2022, a fund advised by TCP acquired a majority shareholding in Point A Hotels, a budget hotel platform focused on the UK and Ireland.

The acquisition of easyHotel marks a unique opportunity to gain immediate scale within the wider European budget hotel landscape. Both Point A Hotels and easyHotel will continue to operate independently, as they are considered to have different value propositions.

easyHotel operates under an efficient business model, allowing the company to offer a high-value product to consumers at an affordable rate. easyHotel also benefits from a strong brand through its brand affiliation with easyGroup Limited.

TCP and the Bidder Fund believe that under Bidco's ownership, there is substantial value to be unlocked. The recapitalisation of easyHotel will allow for targeted expansion in European gateway cities and value-accretive capex across underperforming hotels, both of which will help drive further operational efficiencies. 

4.             Background to and reasons for the recommendation to accept the Offer

Citrus became the majority owner of easyHotel in 2019, following its successful takeover offer announced on 5 August 2019. easyHotel subsequently de-listed from the AIM market in 2020 and converted to private company status in 2022. Since 2019, Citrus and its owners have committed significant investment to easyHotel to support the development of its business. Karim Malak was appointed as CEO in 2021 and, under his leadership, the business has sought to revolutionise the hotel market with a low-carbon, affordable hotel brand. 

Citrus formed the view that, having supported the Company with investment over its five years of majority ownership, the business would benefit from new owners who could continue to support the growth of the business. Accordingly, on 15 August 2024, the easyHotel Directors announced that they were exploring various strategic options regarding easyHotel, including the possible sale of the entire issued, and to be issued, share capital of easyHotel. The Company and its advisers engaged in discussions with a number of potential bidders and, as a result of these discussions, the Company received and evaluated a number of proposals including a proposal from Bidco, which has led to the Offer. In the view of the easyHotel Directors, the offer received from Bidco represents the most attractive proposal in terms of value and deliverability.

The easyHotel Directors, in recommending the Offer, have taken into account:

·      the fact that liquidity in the easyHotel Shares has been very limited since easyHotel de-listed from the AIM market in 2020, and during this period it has been difficult for shareholders to trade their easyHotel Shares;

·      the fact that the Offer enables easyHotel Shareholders to realise in cash the value of their shareholdings;

·      the level of the Offer, providing easyHotel Shareholders with certainty of value at an attractive level, which reflects both the quality of easyHotel's hotel portfolio and its prospects, and in the view of the easyHotel Directors appropriately balances the longer term opportunities for easyHotel with the operating and trading risks it currently faces;

·      the fact that the Offer will provide the Company with access to the substantial resources of Bidco and, whilst the easyHotel Directors are confident that the Company could continue to develop successfully on a stand-alone basis, the belief that these additional resources should enable that development to be enhanced; and

·      Bidco's stated intentions for the business, described below, which the easyHotel Directors believe, together with the track record and recognised professional capabilities of TCP, mean that Bidco is the right custodian for the business going forward.

5.             easyHotel Board recommendation

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

Accordingly, the easyHotel Directors unanimously recommend that easyHotel Shareholders accept the Offer.

6.             Information on easyHotel

easyHotel is the owner, developer, operator and franchisor of branded hotels, with a low-carbon and environmentally friendly approach. easyHotel's value proposition to clients is low price, low carbon, super easy with a promise: "and the city is yours".

easyHotel has an estate of 48* hotels with c. 4,700 rooms, comprising 16 franchised hotels (c. 1,000 rooms) and 32 owned and leased hotels (c. 3,700 rooms) in:    

·      United Kingdom: Belfast, Birmingham, Cardiff, Edinburgh, Glasgow, Ipswich, Leeds, Liverpool, London Croydon, London Paddington, London Shoreditch, London South Kensington, London Victoria, Manchester, Milton Keynes, Newcastle, Oxford, Reading & Sheffield;

·      France: Marseille, Nice, Paris Charles De Gaulle Villepinte & Paris Nord Aubervilliers;

·      BENELUX: Amsterdam Arena, Amsterdam City Centre, Amsterdam Zaandam, Brussels, Maastricht, Rotterdam, The Hague & The Hague Scheveningen;

·      Spain: Alicante, Barcelona Fira, Barcelona La Sagrera, Madrid Alcalá, Malaga & Valencia;

·      Switzerland: Basel, Gevena Airport Ferney Voltaire, Zurich City Centre, Zurich Limmatplatz, Zurich Main Station & Zurich West; and 

·      Rest of Europe: Berlin, Budapest, Dublin, Lisbon & Sofia. 

* Note: Includes hotels currently under development, indicated in italics.

7.             Information on TCP, Bidder Fund and Bidco

TCP is a real estate investment manager, specialising in value-added investment strategies across all property types in the UK and Europe. TCP's pan-European real estate funds include core+, opportunistic and debt strategies, with total assets under management of over €15 billion and a loyal client base of institutional and private investors. The company was founded in 2009. TCP's headquarters are in London, and it has offices in Luxembourg, Paris, Amsterdam, Frankfurt. Milan and Madrid. TCP is an affiliate of New York Life Investments, a US$739 billion global investment company. TCP is authorised by the UK's Financial Conduct Authority as a full-scope Alternative Investment Fund Manager with a MiFID top-up.

Bidder Fund is one of TCP's managed funds, focussed on value-add and opportunistic real estate strategies, and has received commitments of c.€2.0 billion from institutional investors, such as insurance companies and pension funds.

Bidco is a newly incorporated private limited company incorporated in England and Wales, which is an indirect wholly-owned subsidiary of Bidder Fund.

8.             Intentions of Bidco

Strategic plans for easyHotel

As set out in Section 3 of this Announcement, Bidco believes that with the benefit of its sector expertise and financial support, there is an attractive opportunity for easyHotel to accelerate its growth plans, build scale and for easyHotel to broaden its geographic presence.

Bidco's strategic plan for easyHotel is focused on expanding easyHotel's presence within the super budget segment of the hotel sector, as well as broadening easyHotel's presence internationally. Bidco believes that easyHotel has the benefit of a distinctive and well recognised brand which Bidco regards as resonating strongly with the UK and European consumer.

Prior to this Announcement, and consistent with market practice, Bidco has been granted a degree of access to business information for the purpose of limited and confirmatory due diligence. This had enabled Bidco to develop a preliminary strategy, including but not limited to, revenue opportunities, efficiency gains and economies of scale. Bidco has not had access to sufficiently detailed information nor had the time to formulate a detailed site-by-site strategy for easyHotel. However, Bidco intends to implement the following plans:

·      prioritising growth in easyHotel's 'owned hotels' business;

·      initially targeting European 'gateway cities' across Southern and Western Europe, with Spain, Portugal and France being locations of particular interest to Bidco;

·      finalising the build and opening of easyHotel's current pipeline of secured new hotel sites;

·      capital expenditure programmes to refurbish part of the existing portfolio;

·      revenue management initiatives to improve revenue generation from easyHotel's existing locations that are considered to be underperforming; and

·      leveraging economies of scale through strategic clustering of assets to drive purchasing power with key suppliers.

In addition, Bidco intends to consider the potential sale-leaseback and/or sale-franchise back of a small number (anticipated to be less than 5) of the lower-margin hotels in the portfolio; and following completion of the Acquisition and the Offer, Bidco intends to undertake, together with easyHotel's management team, a detailed evaluation of easyHotel and its business and operations (the "Review"), with the Review expected to conclude within 12 months from completion of the Offer.

The scope of the Review will include but is not expected to be limited to:

·              a review of easyHotel's fixed assets with the objective of identifying underperforming sites;

·              exploring the practicalities of a sale-leaseback and/or sale-franchise back strategy with regard to certain low margin hotels identified during the course of the Review;

·              a review of easyHotel's employees and management with the aim of identifying cost synergies and streamlining easyHotel's operational structure, which may include utilising a third party to manage and operate the hotel portfolio;

·              considering appropriate incentivisation arrangements with respect to easyHotel's management and employees; and

·              a review of easyHotel's headquarters, headquarter functions and locations of business.

Employees and management

Bidco values the skills and experience of easyHotel's employees and management and believes both will be instrumental in driving the future development of easyHotel. Bidco will work with easyHotel's management team and employees to ensure that the business continues to deliver against the market opportunity afforded by its brand and its market positioning, offering opportunities for easyHotel's staff from the continued development and expansion of easyHotel's hotel portfolio.

Subject to the outcome of the Review, Bidco intends to improve the operational efficiencies relating to HQ staff at easyHotel, which could involve employee rationalisations. Should such rationalisations occur, it is not expected to impact more than approximately 10% - 20% per cent. of the current headcount relating to HQ staff at easyHotel in the first 12 months. Any such reductions would give preference to natural attrition and be made only on an as-needed basis, after conducting thorough, site-specific operational due diligence. Roles that could be affected include those of frontline and support hotel staff and group central office functions with other required adjustments being made across other commercial and operational divisions as necessary. Specific sites and teams that might be impacted can only be determined once decisions are taken with regard to the hotel portfolio and will be determined in consultation with easyHotel's management team, once more detailed information is made available and the easyHotel management team and Bidco can together determine the most efficient and effective organisational structure for the business going forward.

In addition, the outcome of Bidco's assessment as to whether to utilise an external third party to manage and potentially assisting with the management of the portfolio of hotels could lead to the need for additional rationalisations in easyHotel's executive and senior management functions. This could include material changes to the balance of skills, functions and conditions of employment of easyHotel's executive and senior management team.

Any relevant actions will be taken in consultation with easyHotel's management affected functions and employees.

The implementation of any headcount reductions will be subject to comprehensive planning and appropriate engagement with stakeholders concerned, including affected employees and any appropriate employee representative bodies. Where possible and appropriate, should headcount reductions occur Bidco intends to offer affected individuals alternative roles within easyHotel. Any individuals affected by necessary headcount reductions will be treated in a manner consistent with Bidco and easyHotel's high standards, culture and practices.

Save as set out above, Bidco does not intend to make any material changes to the conditions of employment or to the balance of the skills, functions and conditions of the employees and management of easyHotel.

Existing Employment rights and pensions

Bidco confirms, and has given assurances to the easyHotel Directors, that following completion of the Acquisition and Offer, it will safeguard the existing contractual and statutory employment rights, including pension rights, of the employees of easyHotel in accordance with applicable law. Bidco does not intend to make any material change to the conditions of employment or the defined contribution pension arrangements operated by easyHotel in respect of its employees following completion of the Acquisition and Offer. Bidco further confirms that it does not intend to make any change to easyHotel's employer contributions in such schemes and the admission of new members or to the accrual of existing benefits for existing members. 

Management incentivisation

Bidco has not entered into any form of incentivisation arrangements with members of easyHotel's management or relevant employees. Bidco intends to discuss the adoption of appropriate incentivisation arrangements for the easyHotel management team after an appropriate period following completion of the Acquisition and Offer.

easyHotel Board

It is intended that each of the non-executive easyHotel Directors appointed to the easyHotel Board by Citrus will step down from the easyHotel Board and from the board of any of its subsidiaries (if applicable) upon completion of the Acquisition.

Headquarters, locations, fixed assets and research and development

Following completion of the Acquisition and the Offer, as part of the Review, Bidco intends to conduct a thorough examination of easyHotel's asset portfolio with a view to identifying underperforming assets and devising a strategy to improve mean site contribution across the easyHotel group. Where sites are identified as being poorly performing or non-core, or having minimal potential for remediation, Bidco intends to explore the potential sale, sale-leaseback and/or sale-franchise back of such hotels.

Where appropriate, initiatives will involve the implementation of value-accretive capex programs on a site-specific basis, which are expected to initially target hotels in four of easyHotel's core markets, being the UK, Spain, Ireland and the Netherlands. In addition, Bidco has initially identified approximately five sites where early indications suggest there is an opportunity to realise value through comprehensive refurbishment and the provision of food and beverage services to customers as an additional stream of revenue.

The Review will also include an evaluation of easyHotel's current operational footprint. Bidco has no intentions to make any changes to easyHotel's headquarters or headquarter functions but subject to the outcome of the Review intends to realise, where possible, cost efficiencies through the rationalisation of easyHotel's operational footprint outside of its headquarters.

As part of its due diligence, Bidco believes it has identified up to 5 sites where Bidco believes performance could be improved, however Bidco has not yet had access to sufficiently detailed business information to conclude on a strategy for these sites. Remedial actions Bidco may choose to implement could include any mix of reorganisation, refurbishment, development, rationalisation, sale-leaseback and/or sale-franchise back of these sites. Any resultant actions concluded on by Bidco as part of the Review are not expected to impact the conditions of employment and the balance of the skills and functions of the employees and management at the sites in question.

Bidco intends to continue operating easyHotel 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 research and development function and accordingly Bidco has no intentions in this regard.

Save as set out above, Bidco does not intend to make any material changes to easyHotel's headquarters, headquarter functions, locations of business nor will Bidco seek to redeploy easyHotel's fixed assets.

Trading Facilities

easyHotel's Shares are not currently listed on any recognised investment exchange or recognised overseas investment exchange (as such terms are defined in the FCA Handbook) and Bidco has no intention of changing this.

Post-offer undertakings

No statements in this Section ‎8 of this Announcement are "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code.

9.             Offer is conditional

The Offer will be subject only to the acceptance condition under Rule 9.3 of the Code pursuant to which valid acceptances to the Offer must have been received (and not validly withdrawn in accordance with the rules and requirements of the Code and the terms of the Offer) by no later than the Offer Closing Time in respect of such number of easyHotel Shares as shall, when aggregated with the easyHotel Shares already held by Bidco at the date of the Offer and the easyHotel Shares acquired or unconditionally agreed to be acquired (whether pursuant to completion occurring under the SPA, the Drag Along Notice, acceptance of the Offer or otherwise) by Bidco and any persons acting in concert with it on or after such date, represent easyHotel Shares carrying in aggregate more than 50 per cent. of the total voting rights then normally exercisable at a general meeting of easyHotel (the "Acceptance Condition"). For the avoidance of doubt, pursuant to the SPA, completion of the Acquisition is expected to take place at 12.45 pm on the Expected SPA Completion Date or on such later date as determined in accordance with the terms of the SPA (further details are included in Section 11 of this Announcement) or as agreed between the parties to the SPA, subject to the consent of the Panel if required.

Whilst Bidco's interest in easyHotel Shares already carries more than 50 per cent. of the voting rights of easyHotel (by virtue of being interested in the Citrus Shares upon entering into the SPA), Bidco will only become the owner of the Citrus Shares upon completion occurring under the SPA. In practice, this means that the Acceptance Condition will be satisfied (and the Offer will become unconditional) upon completion occurring under the SPA. Completion under the SPA is expected to take place at 12.45 pm on the Expected SPA Completion Date or on such later date as determined in accordance with the terms of the SPA (further details are included in Section 11 of this Announcement) or as agreed between the parties to the SPA, subject to the consent of the Panel if required. The Offer Closing Time shall take place at 1.00pm on the Unconditional Date, which is currently expected to be the same day as the Expected SPA Completion Date, being the 22^nd calendar day after the date on which the Offer Document is posted to easyHotel Shareholders, but which may be extended if completion of the SPA is delayed and the Acceleration Statement is set aside. In such circumstances, the Unconditional Date shall be extended to the new expected date of completion of the SPA. 

Upon the Offer becoming unconditional, easyHotel has agreed with the Panel that the normal requirements for the Offer to be kept open for a further 14 days will not apply in view of the arrangements described above regarding the exercise of the Drag Right. Accordingly, each easyHotel Shareholder who does not validly accept the Offer by the Offer Closing Time will be required to sell and transfer all of the easyHotel Shares they hold to Bidco pursuant to the Articles and the Drag Along Notice.

Other than the Acceptance Condition, there is no other condition to the Offer.

The Offer will lapse unless the Acceptance Condition has been fulfilled, or (where permitted) waived, or (where appropriate) determined by Bidco to be satisfied, by the Offer Closing Time. Further details are set out in Appendix I to this Announcement.

10.          Financing of the Offer and cash confirmation

The cash consideration payable by Bidco pursuant to the Offer will be financed by an equity contribution to Bidco from Bidder Fund as documented in an equity commitment letter (the "Equity Commitment Letter"). Further details of the equity funding arrangement in respect of Bidco shall be set out in the Offer Document.

Cavendish, as financial adviser to Bidco, is satisfied that sufficient resources are available to Bidco to enable it to satisfy in full the cash consideration payable to easyHotel Shareholders in the event of full acceptance of, and in accordance with the terms of, the Offer.

11.          Offer-related arrangements

Share Purchase Agreement and ancillary documents

On 1 May 2025, Bidco and Citrus entered into a share purchase agreement (the "SPA") pursuant to which Citrus has agreed to sell all of the easyHotel Shares to which Citrus is beneficially and legally entitled, comprising 189,534,229 easyHotel Shares, (the "Citrus Shares") which constitute approximately 81 per cent. of the aggregate number of easyHotel Shares in issue, to Bidco. Under the SPA, completion of the sale of the Citrus Shares is not subject to any conditions precedent and is expected to take place at 12.45 pm on the 22^nd calendar day after the date on which the Offer Document is posted to easyHotel Shareholders, and therefore immediately prior to the Offer Closing Time, which is expected to be at 1.00 pm on the Expected SPA Completion Date, or on such later date as determined in accordance with the terms of the SPA (further details are included below) or as agreed between the parties to the SPA, subject to the consent of the Panel if required.

The aggregate consideration for the sale and purchase of the Citrus Shares under the SPA is €196,131,867.31, being a price of €1.03480974571714per easyHotel Share. Citrus has provided a customary undertaking and warranty to Bidco that it and its affiliated entities have not (and will not have) received any "leakage" (including dividends or distributions) from the easyHotel Group between 31 August 2024 and the Transaction Completion Date, other than payments that constitute "permitted leakage" and Citrus has agreed to pay to Bidco the amount of any payments that constitute "leakage" (and are not "permitted leakage") received by Citrus or its affiliates during such period in breach of such undertaking and warranty. Citrus's liability under the SPA with respect to such "leakage" is subject to a six month claim period from the date of the SPA.

Citrus has also provided certain customary fundamental warranties in relation to, among other things, its unencumbered title to the Citrus Shares and its capacity to sell the Citrus Shares to Bidco on the terms of the SPA. Citrus' aggregate liability under the SPA is capped at the consideration paid to Citrus under the SPA.

In connection with the SPA, Citrus has agreed to deliver to Bidco, on completion of the SPA, certain documents to effect the transfer of the Citrus Shares and certain other ancillary matters. If Citrus fails to comply with its obligations at completion of the SPA to deliver such documents, or Bidco fails to comply with its obligations at completion of the SPA (including in relation to settling the consideration due under the SPA) after a cure period of not less than ten (10) business days (as such term is defined in the SPA) nor more than twenty (20) business days, Bidco (in the case of a Citrus default) or Citrus (in the case of Bidco default) is entitled to terminate the SPA.

Management Warranty Deed

In connection with the SPA, certain senior managers of easyHotel (the "Senior Managers") and Bidco have entered into a management warranty deed on the date of the SPA (the "Management Warranty Deed") under which the Senior Managers have provided certain warranties to Bidco in relation to the easyHotel Group and the business of the easyHotel Group. The Management Warranty Deed includes customary warranties in respect of certain matters including corporate and constitutional matters, accounts, financial, banking and current trading, compliance and litigation, contracts, assets and insurance, property, hotel contracts, employment, pensions, intellectual property, information technology, environment and tax and employment matters. Under the Management Warranty Deed the Senior Managers' liability for breach of any warranty is capped at £1 (other than in the case of fraud by such warrantor), above which the only recourse for Bidco will be to make a claim under the warranty and indemnity insurance policy that has been obtained by Bidco in connection with its entry into the Management Warranty Deed. The Panel has consented to the Senior Managers entering into the Management Warranty Deed.

In connection with the Management Warranty Deed, and as is customary, Senior Managers have provided certain disclosures in relation to the warranties under the Management Warranty Deed pursuant to a separate disclosure letter entered into on the date of the Management Warranty Deed.

Cooperation Agreement

On 1 May 2025, Citrus and Bidco entered into a cooperation agreement, which sets out the procedures the parties have agreed to follow to implement: (i) the Offer; and (ii) the Drag Provisions following signing of the SPA (the "Cooperation Agreement"). In relation to the Drag Provisions, Citrus has agreed pursuant to the SPA to exercise its right pursuant to Articles 77 to 85 (Drag Along) of the Articles (the "Drag Provisions") in respect of those easyHotel Shareholders who do not validly accept the Offer by the Offer Closing Time. Accordingly, pursuant to the Cooperation Agreement Citrus and Bidco have agreed that, in order to effect the Drag Provisions, they shall cooperate with each other to arrange for the Drag Along Notice, and the Drag Documents (as defined in the Cooperation Agreement) to be sent to the easyHotel Shareholders (excluding Citrus) on the date of the issuance of the Offer Document.

In relation to the Offer, Bidco has, amongst other things, given certain undertakings to Citrus relating to the implementation of the Offer, including agreeing to comply with the provisions of the Code (subject to any derogations granted by the Takeover Panel) and any ruling of the Takeover Panel in relation to the Offer. Citrus has, amongst other things, given certain undertakings to Bidco, that: (i) it will transfer the shares it holds in easyHotel to Bidco pursuant to the terms of the SPA; (ii) it will not, directly or indirectly, solicit an offer from any other party in relation to the easyHotel Shares it holds.

Confidentiality Agreement

Bidder Fund, has entered into a confidentiality agreement with easyHotel, dated 13 June 2024 (the "Confidentiality Agreement") pursuant to which Bidder Fund has undertaken to easyHotel to keep certain information relating to the Offer, to the Acquisition 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 or the Acquisition, unless agreed in writing by easyHotel in advance or if required by applicable law, regulation, rule, requirement or official request of a regulatory or governmental authority. The confidentiality obligations of Bidder Fund under the Confidentiality Agreement terminate two years after the date of the Confidentiality Agreement or, if earlier, when definitive documents in connection with the transaction are entered into.

The Confidentiality Agreement also contains undertakings from Bidder Fund that for a period of 12 months from the date of the Confidentiality Agreement, subject to certain exceptions, it shall not and it shall direct its disclosees under the Confidentiality Agreement (other than finance providers or professional advisers) not to solicit, engage or employ (or offer to employ) a senior employee of the easyHotel Group, subject to customary carve-outs.

12.          Publication on website and requesting hard copies of documents

Copies of the following documents will be made available in accordance with Rule 26 of the Takeover Code subject to certain restrictions relating to persons resident in Restricted Jurisdictions on easyHotel's website at www.easyhotel.com/easyhotel-disclaimer and TCP's website at https://tristancap.com/public-announcement by no later than 12 noon (London time) on the Business Day following the date of this Announcement:

·      this Announcement;

·      the Equity Commitment Letter;

·      the SPA;

·      the Management Warranty Deed;

·      the Confidentiality Agreement;

·      the Cooperation Agreement;

·      the consent letter of Rothschild & Co; and

·      the consent letter of Cavendish.

For the avoidance of doubt, the contents of the websites referred to in this Announcement are not incorporated into and do not form part of this Announcement.

Subject to certain restrictions relating to persons resident in Restricted Jurisdictions, you may request a hard copy of this Announcement (and any information incorporated into this Announcement by reference to another source), free of charge, by contacting MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds LS1 4DL in writing or by telephone on +44 371 664 0321. 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. The helpline is open between 9 am - 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Please note that MUFG Corporate Markets cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. You may also request that all future documents, announcements and information in relation to the Offer be sent to you in hard copy form. Unless an easyHotel Shareholder has previously elected to receive hard copies, all future documents, announcements and information shall not be sent to that easyHotel Shareholder in hard copy unless requested.

13.          Overseas Shareholders

The availability of the Offer to easyHotel Shareholders who are not resident in the United Kingdom may be affected by the laws and/or regulations of their relevant jurisdiction. 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. If you remain in any doubt regarding such matters, you should consult your professional adviser in the relevant jurisdiction without delay.

This Announcement does not constitute an offer for sale for any securities or an offer or an invitation to purchase any securities.

14.          Acceleration Statement

The Offer will remain open for acceptance until 1.00 p.m. (London time) on the Unconditional Date (unless Bidco has set aside the Acceleration Statement in accordance with the Code).

By specifying an Unconditional Date which is earlier than Day 60 (as defined in the Code), Bidco is treated as having made an acceleration statement to which Rule 31.5 of the Code applies. In accordance with Rule 31.5(e) of the Code, Bidco reserves the right to set this Acceleration Statement aside:

·      if the SPA does not complete on the Expected SPA Completion Date and completion of the SPA is set for a later date in accordance with the terms of the SPA;

·      with the agreement or consent of the easyHotel Board;

·      if a third party announces an offer for easyHotel or there is otherwise an announcement of a possible offer for easyHotel by a third party or an announcement which refers to the existence of a new potential offeror for easyHotel (whether the potential offeror is identified or not);

·      if a third party announces a firm intention to make an offer for easyHotel;

·      in the event of an increased or improved offer for easyHotel by Bidco being recommended by the easyHotel Board; and

·      in wholly exceptional circumstances as provided for by Rule 31.5(e)(ii) of the Code.

Under Rules 31.5(c) and (d) of the Code, as a result of this Acceleration Statement being made (and unless the Panel consents otherwise):

·      Rule 31.8(a) of the Code is disapplied and there will therefore be no restriction on the date by which the easyHotel Board may announce any material new information; and

·      Rules 2.6(d) and (e) of the Code are disapplied and there will therefore be no requirement for an identified potential competing offeror to clarify its position by no later than Day 53 (as defined in the Code) of the timetable for the Offer.

In the event that Bidco sets aside the Acceleration Statement in accordance with the Code, Bidco will retain the right to bring forward the date by which the Acceptance Condition must be satisfied (and therefore shorten the period for which the Offer is open for acceptance) by publishing a Subsequent Acceleration Statement, in accordance with the requirements of the Code.

Bidco also has the right to seek to invoke the Acceptance Condition, so as to cause the Offer to lapse, by publishing a notice of its intention to do so in accordance with the requirements of Rule 31.6 of the Takeover Code (an "ACIN"). The ACIN will specify the date on which Bidco intends to seek to invoke the Acceptance Condition so as to cause the Offer to lapse, in accordance with the requirements of the Code. In such circumstances, Bidco will make an announcement of the new date by which the Form of Acceptance must be received in order to be taken into account for purposes of determining the level of acceptances and/or whether the Acceptance Condition has been satisfied.

15.          Disclosure of interests

As at the Last Practicable Date, Citrus is the beneficial owner of 189,534,229 easyHotel Shares, which constitute approximately 81 per cent. of the aggregate number of easyHotel Shares in issue. Citrus has agreed to sell all the easyHotel Shares of which it is the beneficial owner to Bidco pursuant to the SPA.

Except for the interests referred to above, as at the Last Practicable Date, neither Bidco, nor any of its directors nor any persons acting in concert with Bidco had:

·      any interest in, or right to subscribe for any easyHotel Share;

·      any short position in easyHotel Shares, including any short position under a derivative, any agreement to sell, any delivery obligation or right to require another person to purchase or take delivery of easyHotel Shares;

·      borrowed or lent any easyHotel Shares or entered into any financial collateral arrangements relating to easyHotel Shares; or

·      entered any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Code in relation to relevant securities of easyHotel.

16.          Consents

Rothschild & Co has given and not withdrawn its consent to the publication of this Announcement with the inclusion herein of the references to its name in the form and context in which such references appear.

Cavendish has given and not withdrawn its consent to the publication of this Announcement with the inclusion herein of the references to its name in the form and context in which such references appear.

17.          Enquiries

Bidco

Claudia Cronshaw              +44 20 3463 8900

Cavendish (Financial Adviser to Bidco)

Henrik Persson                     +44 20 7220 0500

Marc Milmo

Seamus Fricker

Finn Gordon

easyHotel

Daniel Thompson                communications@easyhotel.com

Nichola Buchanan

Charles Persello

Rothschild & Co (Rule 3 Adviser and Financial Adviser to easyHotel)

David Kakon                        +44 20 7280 5000

Robert Waddingham         

Bryan Cave Leighton Paisner LLP is providing legal advice to Bidco. Skadden, Arps, Slate, Meagher & Flom (UK) LLP is providing legal advice to easyHotel and Citrus.

Important Notes

Cavendish Capital Markets Limited ("Cavendish"), 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 Cavendish nor for providing advice in relation to the Offer, the content of this Announcement or any other matter referred to herein. Neither Cavendish 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 Cavendish in connection with this Announcement, any statement contained herein or otherwise.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for easyHotel and no one else in relation to the 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 Rothschild & Co, or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to herein. Neither Rothschild & Co 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 Rothschild & Co in connection with the Offer for this Announcement, any statement contained herein or otherwise.

No offer or solicitation

This Announcement is for information purposes only. It is not intended to and does not constitute, or form part of, any offer or invitation or the solicitation of any offer to sell or purchase any securities or the solicitation of any offer to otherwise acquire, subscribe for, sell or otherwise dispose of any security pursuant to the Offer or otherwise. The Offer will be made solely by the Offer Document (together with the Form of Acceptance), which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. easyHotel Shareholders should carefully read the Offer Document (and the Form of Acceptance) in its entirety before making a decision with respect to the Offer. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information in the Offer Document and Form of Acceptance as applicable.

The full terms and conditions of the Offer (including details of how the Offer may be accepted) will be set out in the Offer Document and the related Form of Acceptance. The Offer will be made solely through the Offer Document and the Form of Acceptance, and any acceptance of the Offer should be made only on the basis of the information contained in the Offer Document and the Form of Acceptance.

It is intended that the Offer Document and Form of Acceptance containing further details of the Offer will be despatched to easyHotel Shareholders (other than to persons in a Restricted Jurisdiction) no later than 28 days after the date of this Announcement (unless agreed otherwise with the Panel).

This Announcement does not constitute a prospectus or prospectus equivalent document.

Overseas jurisdictions

The availability of the Offer and the release and/or distribution of this Announcement in or into jurisdictions other than the United Kingdom may be restricted by the laws and regulations of those jurisdictions and, therefore, persons who are not resident in the United Kingdom into whose possession this Announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. easyHotel Shareholders who are in any doubt regarding such matters should consult an appropriate independent financial adviser in their relevant jurisdiction without delay.

Copies of this Announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction, and persons receiving this Announcement (including custodians, nominees and trustees) must not, directly or indirectly, mail or otherwise distribute or send it in, into or from such Restricted Jurisdictions as doing so may violate the securities laws of such jurisdictions and invalidate any purported acceptance of the Offer.

This Announcement has been prepared in compliance with English law and regulation (including the Takeover 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 and regulations of jurisdictions outside England.

This Announcement is not an offer of securities for sale in any jurisdiction (including any Restricted Jurisdiction).

Notice to US shareholders

The Offer is being made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act of 1934, as amended (the "US Exchange Act"), and otherwise in accordance with the requirements of the Code. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.

The Offer is being made for the securities of a private limited company incorporated in England. The Offer is subject to UK disclosure requirements, which are different from certain United States disclosure requirements. The financial information on easyHotel included in this document has been prepared in accordance with International Accounting Standards in conformity with the requirements of the UK Companies Act 2006 and may therefore not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The receipt of cash pursuant to the Offer by a US holder of easyHotel Shares 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 is urged to consult his independent professional adviser immediately regarding the tax consequences of accepting the Offer. Furthermore, the payment and settlement procedure with respect to the Offer will comply with the relevant UK rules, which differ from the United States payment and settlement procedures, particularly with regard to the date of payment of consideration.

The Offer will be made (including in the United States) by Bidco and no one else. None of Rothschild & Co or Cavendish nor any of their respective affiliates, will be making the Offer in (or outside) the United States.

It may be difficult for US holders of easyHotel Shares to enforce their rights and any claim arising out of US federal securities laws, since Bidco and easyHotel are both incorporated under the laws of England and Wales and some or all of their officers and directors are residents of non-US jurisdictions. In addition, most of the assets of Bidco and easyHotel are located outside the United States. US holders of easyHotel Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US 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.

This document does not constitute an offer of securities for sale in the United States or an offer to acquire securities in the United States. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than: (i) in accordance with the tender offer requirements under the US Exchange Act, or the securities laws of such other country, as the case may be, or (ii) pursuant to an available exemption from such requirements.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Offer, passed comment upon the fairness or merits of the Offer or passed comment upon the adequacy or completeness of this document. Any representation to the contrary is a criminal offence in the United States.

In accordance with normal UK market 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 Offer before or during the period in which the Offer remains open for acceptance. Any information about such purchases will be disclosed to all investors to the extent required in the United Kingdom and will be reported to easyHotel and made available on the easyHotel website at www.easyhotel.com/easyhotel-disclaimer. If such purchases or arrangements to purchase are made they will be made outside the United States and will comply with applicable law, including the US Exchange Act.

For the avoidance of doubt, the Drag Along Notice will be sent to all shareholders in easyHotel (excluding Citrus) so as to enable Bidco to rely on the Drag Right.

Disclosure requirements of the Takeover 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 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 p.m. (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 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.

The Takeover Panel has granted a dispensation from the requirements in Note 3 on Rule 8 of the Takeover Code that disclosures made under Rule 8 of the Takeover Code must be made via an RIS. Therefore, any Opening Position Disclosures and Dealing Disclosures required under Rule 8 of the Takeover Code may be made to easyHotel by email to Nichola Buchanan (Nichola.Buchanan@easyhotel.com) and will be published on easyHotel's website at www.easyhotel.com/easyhotel-disclaimer . A copy must also be sent to the Panel's Market Surveillance Unit by email (monitoring@thetakeoverpanel.org.uk).

Cautionary note regarding forward-looking statements

This Announcement, including information included or incorporated by reference in this Announcement, contains certain forward-looking statements with respect to Bidder Fund, 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 Bidder Fund, 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 Bidder Fund, 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 Bidder Fund, 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 Bidder Fund, Bidco or easyHotel or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.

None of Bidder Fund, 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 Bidder Fund, 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).

Dividends

If any dividend or other distribution is declared, made or paid in respect of easyHotel Shares on or after the date of this Announcement, Bidco reserves the right to reduce any price paid for any easyHotel Shares subject to the Offer by the amount of such dividend or other distribution in which case any reference in this Announcement to the price per easyHotel Share payable under the Offer will be deemed to be a reference to that price so reduced. In such circumstances, easyHotel Shareholders would be entitled to receive and retain any such dividend or other distribution.

Rule 2.9 Disclosures

In accordance with Rule 2.9 of the Takeover Code, easyHotel confirms that, as at 29 April 2025, it has 233,982,617 fully paid ordinary shares of 1 pence each in issue. easyHotel currently does not hold any ordinary shares in treasury. easyHotel's International Securities Identification Number ("ISIN") has now been disabled and all easyHotel Shares are held in certificated form as at the date of this Announcement. Prior to disablement, easyHotel's ISIN was GB00BMDKN239.

Purchases outside the Offer

Bidco or its nominees or brokers (acting as agents) may purchase easyHotel Shares otherwise than under the Offer, such as through privately negotiated purchases. Such purchases shall comply with the Takeover Code.

Electronic communication

Please be aware that addresses, electronic addresses and certain 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 requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of 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.

Announcement not a prospectus

This Announcement does not constitute a prospectus or prospectus equivalent document.

Time

All times shown in this Announcement are London times, unless otherwise stated.

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 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.

APPENDIX 1

FURTHER TERMS OF THE OFFER

1.             The Acceptance Condition

a.             Subject to the requirements of the Panel in accordance with the Code, the Offer will be subject only to the acceptance condition under Rule 9.3 of the Code pursuant to which valid acceptances to the Offer must have been received (and not validly withdrawn in accordance with the rules and requirements of the Code and the terms of the Offer) by no later than 1.00pm on the Unconditional Date in respect of such number of easyHotel Shares as shall, when aggregated with the easyHotel Shares already held by Bidco at the date of the Offer and the easyHotel Shares acquired or unconditionally agreed to be acquired (whether pursuant to completion occurring under the SPA, acceptance of the Offer or otherwise) by Bidco and any persons acting in concert with it on or after such date, represent easyHotel Shares carrying in aggregate more than 50 per cent. of the total voting rights then normally exercisable at a general meeting of easyHotel (the "Acceptance Condition").

b.             For the purposes of the Acceptance Condition:

i.       easyHotel Shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional, whether pursuant to the exercise of any outstanding subscription, option or conversion rights or otherwise, shall be deemed to carry the voting rights they shall carry upon issue;

ii.      all percentages of voting rights and share capital are to be calculated by reference to the percentage held and in issue excluding any and all shares held in treasury by easyHotel from time to time; and

iii.     the expression "easyHotel Shares to which the Offer relates" shall be construed in the same way as the expression "of the shares affected" contained in Part 28 of the Companies Act.

2.             The Offer will be governed by English law and be subject to the further terms set out in this Appendix 1 and to be set out in the Offer Document and the Form of Acceptance. The Offer will be subject to the applicable rules, regulations and requirements of the Financial Conduct Authority, the Panel and the Code. This Announcement does not constitute, or form part of, an offer or invitation to purchase easyHotel Shares or any other securities.

3.             The Offer will lapse unless the Acceptance Condition has been fulfilled, or (where permitted) waived, or (where appropriate) determined by Bidco to be satisfied, by the Offer Closing Time, being 1.00pm on the Unconditional Date.

4.             The Acceptance Condition is not subject to Rule 13.5(a) of the Code.

5.             If the Offer lapses, the Offer shall cease to be capable of further acceptance and accepting easyHotel Shareholders and Bidco shall cease to be bound by Forms of Acceptance submitted at or before the time when the Offer so lapses.

6.             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 of any nature whatsoever and together with all rights existing at the Transaction Completion Date 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 Transaction Completion Date.

7.             If any dividend, distribution or other return of capital is authorised, declared, made or paid in respect of the easyHotel Shares on or after the date of this Announcement, Bidco reserves the right to reduce the Offer consideration by the amount of all or part of any such dividend, distribution or other return of capital, in which case any reference in this Announcement or in the Offer Document to the consideration payable under the terms of the Offer will be deemed to be a reference to the consideration as so reduced and the relevant eligible easyHotel Shareholder will be entitled to receive and retain such dividend and/or other distribution, provided that, to the extent that such dividend or distribution is cancelled, the consideration shall not be subject to change. In such circumstances, easyHotel Shareholders would be entitled to retain any such dividend, distribution or other return of capital declared, made or paid or which becomes payable. Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Offer.

8.             The Offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or e-mail) of interstate or foreign commerce of, or of any facility of a national securities exchange of, any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within, any Restricted Jurisdiction.

9.             In deciding whether or not to accept the Offer in respect of their easyHotel Shares, easyHotel Shareholders should rely on the information contained in, and follow the procedures described in, the Offer Document and the Form of Acceptance which will be posted (or made available electronically in accordance with the Takeover Code) to easyHotel Shareholders (other than to any easyHotel Shareholders with addresses in any Restricted Jurisdiction) as soon as reasonably practicable and in any event no later than 28 days after the date of this Announcement. Bidco may seek the consent of easyHotel to despatch the Offer Document and Form of Acceptance to easyHotel Shareholders within 7 days of this Announcement.

10.          The Offer will be made on, and subject to, the terms set out in this Appendix 1, the further terms which will be set out in the Offer Document and the Form of Acceptance and such further terms as may be required to comply with the Takeover Code and applicable law.