Project Silo — Stakeholder War Room | Infill Capital Partners

Panel

★ DEAL INTEL LEGAL TEAM EXT 💼 ROLLOVER

⚖ Scheme of Arrangement — Vote Calculator

Toggle each shareholder between SELL / ROLL OVER / AGAINST / UNDECIDED. Scheme requires ≥75% by value of votes cast + majority by number of holders.

£0.0M

Sell

£0.0M

Roll Over

£0.0M

Against

£0.0M

Undecided

—

Verdict

Threshold: 75% ────────

Note: Pyrrho (29.30%) requires special treatment — they hold blocking stake. Lipman-controlled entities (~13-14%) assumed to follow Chairman recommendation. Bredbury CLN (£2.8M) gives veto on financial restructuring.

SSTY · AIM:LONDON

15.00p

£9.74M mkt cap · 64.68M shares · ▼33% 52w

ICP OFFER

TBD

Premium to market · to be discussed

TOTAL OFFER VALUE

TBD

64.68M shares × [offer price]

52-Week Range

Google Finance ↗

14p (1 Apr 26)

◆ 15p now · offer TBD

26p (52w high)

LAST UPDATED: 5 MAY 2026 · SOURCE: LSE/GOOGLE FINANCE

⚠️ Critical Deal Risks — Board Awareness Required

🎭 RISK 1 — LARRY'S EGO

Larry sees SafeStay as his life's work. Any approach that feels like a hostile takeover or undermines his legacy will kill the deal. He must feel he is being celebrated and given a graceful exit — not displaced.

Mitigation: Lead with vision, not numbers. Frame as "completing what he started."

😌 RISK 2 — CHAN "WE ARE COMFORTABLE"

Anson Chan (29.3%) has stated comfort with current situation — no urgency to sell. Without a rollover structure, Chan could block the deal. The s.135 rollover is the key mechanism to convert "comfortable" into "participating."

Mitigation: Lead with tax efficiency — rollover is better than cash exit. Confirm with legal counsel.

🏗 RISK 3 — ELEPHANT & CASTLE (RULE 21)

Larry Lipman holds the freehold. SafeStay holds the leasehold. Lipman is selling the freehold to a third party — a potential Rule 21 "frustrating action" that could materially damage SafeStay's tenancy and require Panel/shareholder consent. ICP must require Panel consultation immediacy.

Mitigation: Panel consultation via Lena Hodge. Demand standstill on E&C sale pending Rule 2.7 announcement.

🎯 Stakeholder Approach Status Tracker

Real-time engagement status — saved locally. Update as outreach progresses.

📅 Project Silo — Deal Timeline & Critical Path

COMPLETED

Shareholder Intelligence Mapping

Full cap table analysis, dossiers on all major shareholders, directors and key POIs. Network map built. Pyrrho/Chan approach vector confirmed.

COMPLETED — APRIL 2026

Adviser Engagement & Structure Confirmed

Singer Capital Markets (Rick Thompson / James Todd) engaged as financial adviser. Brown Rudnick (Lena Hodge / Tuvi Keinan) instructed as takeover counsel. Dual structure confirmed: Cayman ELP + Luxembourg S.à.r.l. BidCo. Morgan Stanley engaged for certain funds verification.

COMPLETED — 30 APRIL 2026

HMRC s.138 Clearance Submitted

Advance clearance application for s.135 TCGA rollover submitted to reconstructions@hmrc.gov.uk. 30-day determination window active. Expected clearance ~30 May 2026. Do NOT approach rollover shareholders until confirmed.

NOW — W/C 5 MAY 2026

Singer + BR Bid Structure Call & SOW Signing

Thursday call: Panel pre-consultation strategy, Larry approach choreography, BR SOW 003 finalisation. Hawksford onboarding (KYC submitted). LAB Partners (Benoit Kelecom) intro call — Luxembourg Statuts + SHA scope.

W/C 12 MAY 2026

Hadi in London — Singer Meeting In Person

Rick Thompson meeting 13th or 14th May. Larry Lipman approach preparation: messaging, choreography, fallback scenarios. Tuvi + Hadi to get on Larry's schedule this week if possible.

W/C 19 MAY 2026

Panel Pre-Consultation Package Submitted

Singer + Brown Rudnick submit pre-consultation package to the Takeover Panel. Rule 16 special deal approval for rollover mechanics. Concert party schedule included.

~30 MAY 2026

HMRC s.138 Clearance Expected

30-day window expires. Once confirmed: approach rollover shareholders (Pyrrho, Lipman, O'Reilly) with specific economics. LuxCo S.à.r.l. incorporation triggered via Hawksford.

JUNE 2026

Board Approach — Larry Lipman (via Singer/Rick)

Recommended offer path. This deal only works as recommended — hostile not viable. Hadi + Tuvi meeting with Larry. Gauge receptivity, present offer range, rollover invitation. Anson Chan engagement (confident). If Larry receptive: BR ramps full Scheme workstream.

JUNE–JULY 2026

Irrevocable Undertakings & Rule 2.7

IUs executed (Pyrrho, Lipman, O'Reilly). Rule 2.7 firm intention announcement by Singer. 28-day PUSU clock if leaked. AIM notification.

Q4 2026

Scheme Vote → Court Sanction → AIM Delisting

Court meeting + shareholder GM. 75% by value + 50%+1 by number. Court sanction. AIM delisting (Rule 41). PLC wound up. ICP takes full ownership. Josh Wyatt 100-Day Plan activated. Lume rebrand begins.

📝 Stakeholder Q&A Notes — Saved Locally

Use these as private call notes, objection logs, and open Q&A per stakeholder. Auto-saved to your browser.

🏢 SafeStay PLC — Operational Team (Employees Only)

Key employees by region. Excludes shareholders and board NEDs. Retention priority and photo status shown. Click any card to open their intelligence dossier.

🇬🇧 UK — Executive Leadership

👤

Peter Zielke

CEO

📍 London, UK

CRITICAL

Operational authority. Direct report to board. Key relationship holder for LB transition.

👤

Carlos Salas

CFO

📍 London, UK

CRITICAL

Financial controls & M&A diligence interface. Holds Calpe capex detail.

👤

Adrian Nichilciuc

GM — London (E&C / Old St)

📍 London, UK

VERY HIGH

Manages ~450-bed flagship E&C site + London corridor. Largest UK property GM.

🇪🇸🇮🇹 Southern Europe

👤

Andrea Ruilova Ponce

GM — Spain (Madrid, BCN ×2, Calpe)

📍 Calpe, Spain

HIGH ⚠ Calpe dev critical

3 live sites + Calpe under construction. Only person who knows Calpe build status.

👤

Vito Di Mario

Country Manager — Italy

📍 Naples, Italy

HIGH

Manages Naples, Pisa, Florence. Opened all 3 Italian sites. First in-person visit within 3 weeks of close (Naples).

🇵🇱🇨🇿🇦🇹 Central Europe

👤

Agnieszka Michniak

Area Manager — Central Europe

📍 Krakow, Poland

HIGH ⚠ Warsaw gap

Poland, Czech Republic, Austria (Kitzbühel franchise). Holds Warsaw closure intelligence.

👤

Emily Krulak, MBA

Marketing & Ops — Poland

📍 Warsaw/Krakow, Poland

HIGH — OTA Risk

MBA-qualified. Owns digital/OTA channel. Key for direct booking programme. Offer Marketing Manager CE title.

📷 Photo Status: ✅ Confirmed: Zielke, Carlos ⏳ Pending: Nichilciuc, Ruilova, Di Mario, Michniak, Krulak → Add headshots as {id}.jpg in photos/ folder

Platform Capital Partners, Syndicates & Capital Stack Risks

Confirmed consortium, committed investors, deal-killer risk analysis, and capital allocation strategy | Q1 2026

€64M

Phase 1 Equity Target

€100M

Phase 2 Platform Vision

Active Deals

Consortium & Committed

🏛 CONFIRMED CONSORTIUM

🎯 Lead Advisor

Huntsmead Partners

Barnaby Joy leading deal origination, LP placement, and consortium coordination across all ICP pipeline projects. Primary interface for institutional investors. Building detailed financial model projecting PE-level returns (20-30% IRR).

LEAD

💼 Financial Adviser (Rule 3)

Singer Capital Markets

Rick Thompson (MD), James Todd (Director), Graham Hertrich (Deputy Head). Rule 3 financial adviser to ICP. Managing Panel consultation, offer mechanics, AIM procedural support, and Board approach choreography. Success fee: 2.7% on first £10M, 1.75% on balance.

LEAD — FINANCIAL

🏦 Debt Partner

Aareal Bank

Specialist real estate lender providing senior debt facilities. Key to reducing blended cost of capital below Safestay's current ~11.5% CoC to institutional levels. Critical for PropCo leverage post-acquisition.

ENGAGED

💎 Equity / Lead Bank — Silo Only

Stanhope Capital

Coordinating institutional debt for the Safestay take-private (Silo). Multi-strategy wealth manager with European real asset expertise. Collaborating with Huntsmead and Brown Rudnick on investor deck and institutional roadshow. Not involved in Paris (107 Ney) deal.

ENGAGED — SILO

⚖ Legal Counsel

Brown Rudnick

Tuvi Keinan + Lena Hodge. Same team that executed Generator €776M sale to Brookfield. Leading Takeover Panel consultation, Rule 9 concert party analysis, Scheme of Arrangement structuring, AIM delisting, and CGT rollover relief structuring.

SELECTED

💰 COMMITTED & ENGAGED INVESTORS

🇺🇸 Lead Investor (10-20% equity)

Irvani Family Office

Multiple technology companies (sale to Uber), direct manufacturing (Okabashi), e-commerce (Peachdish). Technology-first approach to hospitality operations. GP commitment secures alignment.

COMMITTED

💎 Equity Partner

A&O Capital

Julian (CIO) supportive of strategy. 3-year investment timeline. Scaling from €90M to €200M EBITDA. Strategic fit with European hostel consolidation thesis.

INTERESTED

💎 Equity Partner

FernRidge Partners

Alternative investment firm with focus on European real assets. Expressed interest in the platform strategy and consortium economics.

INTERESTED

💎 Equity Partner

Davidson Kempner

$37B global institutional AM firm. Interested in strategy — European real estate opportunistic capital with proven hospitality portfolio execution.

INTERESTED

🇫🇷 Paris Equity — Post-1st Deal

Eurazeo (Maxime Dufourt)

€35B+ AUM. Maxime Dufourt (Director, RE) “very positive — wants to come in after the first deal.” Alexis had MIPIM coffee Feb 2026; post-MIPIM Paris meeting arranged. Platform conviction, not just Paris.

ENGAGED — PARIS

⚠ DEAL-KILLER RISK MATRIX — ALL 4 PROJECTS

Severity: 🔴 DEAL KILLER = can terminate project | 🟠 HIGH = significant delay/damage | 🟡 MODERATE = manageable with attention

🇬🇧 Shoreditch — 262 Old Street (£850K)

5 Risks

🔴 Planning Refusal (R11 / CIA)

Islington LBI could refuse C1 change of use within the Bunhill Cumulative Impact Area. R11 policy protects public houses — site was a nightclub. If planning refused, capsule pods cannot operate. Mitigant: Retained rooftop bar maintains active frontage; Nick Jenkins managing R11 strategy; 3 existing late-night licences protect rooftop revenue.

🟠 Planning Delay (Miss Summer 2026)

Expected consent June 2026, but Islington can delay. If pods defer to Autumn 2026, Year 1 revenue drops by ~30%. Mitigant: Hotel opens end May 2026 with 76 pods. Rooftop (sauna + bar) generates £135K independently. Business plan not entirely contingent on planning timing.

🟠 Harrison Key-Man Risk

Sauna85 London depends on Harrison Kenworthy as sole operator. If he exits, sauna revenue (£215K/yr stabilised) at risk and Lume Shoreditch loses its marquee wellness product. Mitigant: MOU step-in rights; Jonas Bonde (Sauna85 Copenhagen) provides brand continuity.

🟠 Lease Dependency (No Freehold)

£850K invested into landlord's building under 25-year lease. Purchase option price not agreed with Billie Chandler. If landlord relationship deteriorates or option terms are unfavourable, ICP has no exit via property sale. Mitigant: HOTs signed; landlord has second site available for Lume (alignment signal). Option is upside, not base case.

🟡 Capex Overrun

Budget £850K with only 3.5% contingency (£30K). Pod supplier (WETKC) DD ongoing — pricing not locked. MEP, fire engineering, and rooftop build costs could exceed estimates. Mitigant: Hugh Griffiths / Vaux Developments overseeing cost control; VAT reclaim provides c.£142K cash cushion.

💡 Critical Assessment: Shoreditch has one true deal killer (planning refusal) and four high/moderate risks. The rooftop trades independently pre-planning, which materially de-risks the downside. However, £850K of equity in a leasehold with no agreed option price creates a structural vulnerability that investors must accept.

🇫🇷 Paris — 107 Ney Boulevard (€25.6M)

6 Risks

🔴 Planning Consent (Permis de Construire)

PC submitted but not approved. 18th arrondissement is complex — if refused, €15M purchase may need to be unwound or building cannot be converted. This is the single largest binary risk in the ICP pipeline. Mitigant: TDA Architects engaged; PC is active; strong neighbourhood integration narrative.

🔴 Bank Financing Dependency

No bank term sheet received yet. €13M debt assumed in capital stack — if bank declines, equity need jumps from €12.6M to €25M+, fundamentally changing the deal economics and LP returns. Mitigant: Package being prepared; multiple bank options being explored; Alexis leading EUR debt origination.

🟠 Construction Cost Overrun

€7M renovation budget based on early estimates; no final architect quotes. Huntsmead memo cites ~€25M total (vs. €22M from source docs = €3M gap). French construction timelines are unpredictable. Mitigant: Contingency buffer (~€3M) already implicitly built into Huntsmead estimate vs. source.

🟠 18th Arrondissement Market Position

Porte de Clignancourt area is NOT premium Paris. Perception risk with LP investors who equate "Paris" with central arrondissements. ADR assumptions must be validated against hyperlocal comp set, not city-wide averages. Mitigant: Zone gentrifying; proximity to Montmartre; hotel supply-constrained neighbourhood.

🟡 FX Risk

GBP-denominated fund buying EUR asset. A 5% sterling weakening adds ~€1.3M to effective acquisition cost. No hedging strategy confirmed. Mitigant: Fund will raise EUR directly from European LPs; Alexis leads EUR-denominated fundraise.

🟡 Alexis Single-Thread Dependency

Paris, Milan Richini, and Milan Atmos all depend on Alexis Janoray. If Alexis is unavailable, 3 of 4 pipeline deals stall simultaneously. Mitigant: Alek Prus supports Southern Europe sourcing; Hadi can step in on Paris if needed.

💡 Critical Assessment: Paris is the largest single risk in the portfolio — two deal killers (planning + financing) on a €25M project. The upside is compelling (strongest operating model, best GP promote projections at ~€3.3M) but investors must understand that this project has no confirmed consent and no confirmed debt. If both resolve favourably, this is the standout deal. If either fails, the capital is at risk.

🇮🇹 Milan — Richini & Atmos (€5.2M + €2.6M)

⚠ Moderate

🔴 Change of Use / Licensing

Italian regulatory compliance for change of use is unpredictable. SPV formation and change-of-use process in progress for Richini. If municipal authorities refuse or delay indefinitely, capital is locked in a non-performing asset. Mitigant: LOI accepted for Richini; Lume concept has precedent in Italian cities.

🟠 DD Incomplete (Richini)

Pipeline document marks Richini as "prudent until DD complete." No final architect quote; renovation budget is a €500K range (€1.0–1.5M). Material unknowns remain on structural condition, renovation scope, and local compliance. Mitigant: LOI gives exclusivity; local architect selection underway (Dutch Auction process).

🟠 Navigli / Atmos Paused

Atmos Hotel (Navigli) deal previously had LOI signed but project is now paused. This signals Italian deal fragility and execution risk. Seller financing scenarios remain unfinalized. Mitigant: Richini can proceed independently; Atmos is optionality, not dependency.

🟡 Italian Construction Timelines

Renovation in central Milan with heritage/municipal constraints. Budget slippage and timeline overrun are standard in Italian development projects. Mitigant: Smaller project size (€5.2M total) limits absolute downside; patient equity strategy explicit.

💡 Critical Assessment: Milan projects are smaller bets with contained downside but real execution complexity. The change-of-use risk is the only deal killer — everything else is manageable with patient capital. Best suited for investors who understand Italian real estate and can tolerate 12-18 month regulatory timelines. The Atmos pause is a warning signal that deserves transparency with LPs.

🏴 Project Silo — SafeStay Take-Private (€20M–€50M+)

🔴 High

🔴 Pyrrho Blocking Stake (29.3%)

Single shareholder can block the Scheme of Arrangement (requires 75% by value + majority by number). If Pyrrho demands a higher price or refuses to sell/roll, the deal cannot close. This is the #1 binary risk. Mitigant: Pyrrho is sophisticated — roll-over LP economics with 25% enhanced carry may be compelling. CGT rollover relief under s.135 TCGA 1992 adds tax incentive.

🔴 Bredbury CLN Veto (£2.8M)

Bredbury Limited holds a convertible loan note with veto rights on financial restructuring. Cannot restructure the liability stack (~£13M HSBC bank + £28M IFRS 16 leases) without Bredbury consent. Paul Anthony Follows (Bredbury controller) is unpredictable. Mitigant: CLN can be repaid at par; include prepayment in acquisition cost modeling. Separate negotiation track needed.

🔴 Financing Gap

No confirmed bank term sheets for acquisition financing. €20-50M+ equity range is wide — if debt markets tighten, consortium needs full equity takeover at ~€50M+. No single lender committed. Mitigant: Multiple bank options being worked; Stanhope coordinating; Aareal Bank engaged for senior debt.

🟠 Takeover Panel / Shore Capital

If NOMAD (Shore Capital) withdraws support, AIM rule complications arise. A hostile bid requires 75%+ without Board support — significantly harder. Getting Larry Lipman onside before clock starts is tactically essential, not optional. Mitigant: Pre-offer Chairman meeting strategy in place; Brown Rudnick + Singer Capital Markets managing Panel process.

🟠 Pricing Discipline

Overpaying nullifies the entire thesis. Current CoC ~11.5% consuming £3.4M annually vs £2.8M operating profit. The value creation is in lowering CoC, not paying premium for existing operations. If offer price creeps above 25-30p, IRR drops below PE-level returns. Mitigant: Huntsmead building detailed model with base/bear/bull scenarios; Hadi enforcing discipline.

🟠 ~£13M Bank Debt + £28M Lease Restructuring

Complex debt stack across 20 properties in 12 countries. Multiple lender relationships, currency exposures, and local regulations. Restructuring failure delays Lume conversion and PropCo/OpCo separation. Mitigant: Net debt already reduced to £14.2M after Edinburgh/Brighton disposals (£8.4M cash generated). Brown Rudnick experienced in cross-border debt workouts.

🟠 People / Team Transition

Peter Zielke (CEO) on managed exit plan. Staff across 12 countries need retention during ownership transition. Culture clash between budget hostel ops and premium Lume brand. Roman Dahl leading transformation but hasn't started. Mitigant: Josh Wyatt takes GM role; 8-person ICP team with institutional pedigree ready to deploy; Roman Dahl has Google/DeepMind org transformation experience.

🟡 FCA Eligibility Filtering

LP rollover restricted to shareholders who can self-certify as HNWI (income ≥£170K or net assets ≥£430K) or Sophisticated Investor. Retail shareholders who can't certify default to cash — potential PR/legal risk if perceived as exclusionary. Mitigant: Structure is feature, not bug — limits LP register to committed capital. Precedent: Panel has accepted this in prior AIM take-privates.

💡 Critical Assessment: Project Silo has three deal killers (Pyrrho blocking, Bredbury CLN veto, financing gap) and five high-impact risks. This is the highest-risk highest-reward project in the portfolio — a successful execution yields a €100M+ platform with 2.6-3.2x MOIC (21-26% IRR over 5 years). But the binary risks are real: if Pyrrho blocks, the deal is dead. If Bredbury vetoes restructuring, the economics don't work. Consortium must have contingency plans for all three deal killers before committing capital.

💰 DEAL ECONOMICS — ACQUISITION, RETURNS & FEES

Investment thesis per project: what it costs, what it yields, what ICP earns, when revenue starts

🇬🇧 Lume Shoreditch

262 Old Street, EC1V 9DN

ACTIVE

Total Cost£850,000

Equity£850K (100%)

DebtNone

Proj. Yield15–20% CoC

1st RevenueEnd May 2026 (hotel + rooftop)

ICP Fees (3yr)~£168K

Capital Profile76 pods · HNWIs & EO Forum Syndication — 5× £100K tranches with ROFR

Fee Type	Rate	Amount	When
Arrangement / Promote	2% of capital raised	£17,000	On close
Development Management	Fixed	£100,000	Hotel opening (deferred)
Asset Management	1.5% gross revenue p.a.	£6.7K → £26K	Yr 1 → Yr 3
Exit / Option Advisory	1.5% of asset value	TBD	On option exercise/sale

Est. total ICP fees (3 yr): ~£168K

🇫🇷 Paris — 107 Ney

107 Boulevard Ney, 75018

CONDITIONAL

Total Cost€25,625,942

Equity€12.6M (49%)

Debt€13M (51%)

Proj. IRR12–15%

1st RevenueQ1 2028 (post reno)

ICP Fees (5yr)~€5.1M

Capital ProfileEuropean FOs & Institutions — Alexis-led EUR raise · GP promote = €3.3M on exit

Fee Type	Rate	Amount (5yr)	Annual
Base Management Fee	2% of revenue	€1,420,583	€215K → €454K
Asset Management	0.75% of equity p.a.	€378,778	€94,695 / yr
Incentive Fee	8% of GOP	Incl. in mgt fee	—
GP Promote	20% above hurdle	€3,291,413	On exit (Yr 4)

Est. total ICP fees (5 yr hold): ~€5.1M

🇮🇹 Milan — Richini

Largo Richini 8, 20122

CONDITIONAL

Total Cost€5,245,378

Equity€2.1M (40%)

Debt€3.1M (60%)

Proj. IRR8–12%

1st RevenueQ3 2027 (est.)

ICP Fees (4yr)~€440K

Capital ProfilePatient Capital FOs — Selmi GmbH (6 hotel assets) · LOI accepted · Atmos paused

Fee Type	Rate	Amount	When
Transaction Fee	3% of project cost	€152,778	On close
Base Management	1%–3% revenue (scaling)	€33.7K → €95.1K	Yr 1 → Yr 3
Incentive Fee	6%–8% of GOP	Incl. in mgt total	—
Combined (Yr 3)	—	€120,197	Annual at stabilisation

Est. total ICP fees (4 yr hold): ~€440K

🏴 Project Silo

SafeStay PLC Take-Private — 20 Properties, 12 Countries

PRE-OFFER

Enterprise€50M–€100M

Equity (Ph.1)€20M–€50M

Debt€30M–€50M

Proj. IRR21–26% (5yr)

Target OfferMay 2026

ICP Fees (5yr)1.5% + 20% carry

Capital ProfileInstitutional / PE — A&O Capital, FernRidge, Davidson Kempner interested · Irvani FO (10-20%)

Fee Type	Rate	Illustrative	When
Management Fee	1.5% p.a. committed capital	€300K–€750K / yr	Annual (Estonian OÜ)
Carried Interest (GP)	20% above 8% pref return	20% of profits above hurdle	On exit / distributions
Rolling SH Enhanced Carry	25% (vs. 20% standard)	Above hurdle for rolling SHs	On exit

Illustrative 5-yr mgt fee (at €30M equity): ~€2.25M. Carry is deal-dependent.

📊 Portfolio Summary — All 4 Deals

Project	Total Cost	Equity Need	Proj. Return	ICP Fees (Est.)	1st Revenue
🇬🇧 Shoreditch	£850K	£850K	15–20% CoC	~£168K (3yr)	End May 2026
🇫🇷 Paris	€25.6M	€12.6M	12–15% IRR	~€5.1M (5yr)	Q1 2028
🇮🇹 Milan	€5.2M	€2.1M	8–12% IRR	~€440K (4yr)	Q3 2027
🏴 Silo	€50–100M	€20–50M	21–26% IRR	1.5%+carry	Post-acq.

Sources: Lume_Shoreditch_Business_Plan_v2.0 · 02_Ney_Lume_5_Year_Operating_Model.xlsx · Lume Richini (Alek V2).xlsx · SafeStay_TakePrivate_Investment_Memo_v2.0. Project Silo amounts are illustrative — equity range is €20M–€50M+ and carry depends on exit performance.

💎 GP CARRY WATERFALL & ADVISOR ALIGNMENT

How the 20% GP carried interest is distributed — and why advisor carry participation reduces execution risk across the platform

Carry Pool Distribution — 20% of Profits Above 8% Preferred Return

ICP Core GP — 12–14%

Advisor Pool — 5–8.5%

← GP management, deal team, investment committee Placement agents, legal, NOMAD →

Advisor Carry Allocations

Advisor	Role	Carry %	Scope	Rationale
Huntsmead Partners	Lead Advisor & LP Placement	2–3%	All Deals	Primary capital raiser; carry aligns quality of LP introductions with long-term fund performance.
Brown Rudnick (Keinan / Hodge)	Legal — Takeover Panel & Structuring	1–1.5%	Silo Only	Deferred legal fees + carry. Generator €776M precedent. Panel process is binary — need committed counsel.
Shore Capital	NOMAD & Fairness Opinion	0.5–1%	Silo Only	NOMAD + Lipman relationship holder. Carry secures loyalty through scheme. Critical for Board recommendation.
Stanhope Capital	Debt Coordination & Institutional	0.5–1%	Silo Only	Debt placement linked to carry; reduces upfront fees. Natural alignment — carry irrelevant if debt doesn't close.
Reserved (unallocated)	Future advisors / management	1–2%	TBD	For operating partners, management retention post-close, or additional advisors. GP discretion with LPAC notification.

Total advisor carry pool: 5.0–8.5% of the 20% GP carry. Remaining 11.5–15% retained by ICP core GP team. Carry vests deal-by-deal. No carry paid until LPs receive 8% preferred return in full. Note: Singer CM is compensated via success-based transaction fees (2.7%/1.75%), not carry.

Illustrative Exit Economics — What Advisor Carry Looks Like

Assumes 8% preferred return hurdle cleared. Carry calculated on profits above hurdle only. Project Silo illustrative at €30M equity commitment.

Exit Scenario	Equity In	Equity Out	Profit Above Hurdle	Total Carry (20%)	ICP Core (13%)	Advisor Pool (7%)
🟡 Base Case (2.0×)	€30M	€60M	€18M	€3.6M	€2.34M	€1.26M
🟠 Target Case (2.6×)	€30M	€78M	€36M	€7.2M	€4.68M	€2.52M
🟢 Bull Case (3.2×)	€30M	€96M	€54M	€10.8M	€7.02M	€3.78M

Per-advisor carry at Target Case: Huntsmead ~€720K–1.08M · Brown Rudnick ~€360–540K · Shore Capital ~€180–360K · Stanhope ~€180–360K · Reserved ~€360–720K. These are meaningful economics that ensure every carry-aligned advisor treats Project Silo as their #1 priority.

⚡ Why This Matters — Alignment Economics

Advisors compensated purely on fees-for-service have no economic incentive to stay engaged through deal stress. When Pyrrho demands a higher price, when Bredbury's CLN creates a veto risk, when debt markets wobble — fee-based advisors can walk away. Carry-aligned advisors cannot.

The advisor carry pool creates a self-reinforcing alignment loop: Huntsmead is incentivised to bring quality LPs (not just any capital), Brown Rudnick is motivated to navigate the Takeover Panel flawlessly (their carry depends on deal completion), and Shore Capital stays loyal through the scheme process (their carry depends on Board recommendation). Singer CM is separately aligned via success-based transaction fees (2.7%/1.75% — they only get paid on completion).

The cost is modest. At a 2.6× exit, 7% of carry = €2.5M spread across carry participants. The alternative — losing a €78M exit because an advisor disengaged at a critical moment — is catastrophically more expensive. This is insurance priced as incentive.

📌 Note: The carry waterfall above applies to the standard 20% GP carry on new capital. Rolling shareholders (Pyrrho, Lipman, Chan) who elect LP rollover receive 25% enhanced carry — a separate allocation above the standard pool, designed as an extra incentive for existing shareholders to support the Scheme of Arrangement. The 6–8% advisor pool is carved from the standard 20% GP carry on new institutional equity, not from rolling SH enhanced carry.

📋 DEAL-SPECIFIC CAPITAL PROSPECTS

🇬🇧 LUME SHOREDITCH (Target: £850,000 — HNWI Syndication)

🏴 PROJECT SILO / SAFESTAY (Target Equity: €20M–€50M+)

🇫🇷 LUME PARIS (Target: €12,600,000 Equity — 18ème Arrondissement)

📈 MARKET DATA (2024-25): 48.7M visitors (2024, record) · Tourism revenue €71B · Branded ADR €239 (2025) · 82% occupancy · 9,836 hostel beds (89% chain-operated)
Comp Set: Generator (916 beds, €24-48/bed) · JO&JOE Gentilly (485 beds, Accor-backed, €25-50) · St Christopher's (350 beds, €21-42) · Les Piaules (162 beds) · Le Montclair 18ème
Pricing: Lume target £35-52/bed (≈€41-60) — above Generator dorms but below private rooms. No capsule hotel brand exists in Paris = first-mover advantage.

🇮🇹 LUME MILAN (Target: €2,100,000 Equity — Richini / Bocconi)

📈 MARKET DATA (2024-25): 9.07M visitors (2024) · Branded ADR €250 · Milan Sep 2025: ADR €292 (Fashion Week/GP) · 2026 Olympics catalyst
Comp Set: Ostello Bello Grande (~300 beds, €31-71) · Ostello Bello Duomo (~150 beds) · Combo Milano (Navigli, €25-45) · Ostelzzz (capsule, €30-55)
Pricing: Lume target £35-50/bed (≈€41-58). Only one capsule competitor (Ostelzzz, lower spec). Ostello Bello dominates — Lume must differentiate on product.

🇪🇸 LUME BARCELONA — #1 CONVERSION PRIORITY (3 Assets — Licence Moratorium Moat)

⚠️ CONSTITUTIONAL COURT (Mar 2025): Endorsed Catalan decree — 10,101 tourist apartment licences being revoked by Nov 2028. SafeStay's hotel licences are generational assets. CoC transferability must be confirmed pre-offer.
Comp Set: Generator BCN (702 beds, €16-48/bed) · TOC · Sant Jordi · Onefam · Equity Point
Lume Thesis: Capsule pods at £38-52/bed — 3-4× Generator dorm rate but below private rooms (€68-219). Wellness + tech stack as differentiator.

🇪🇸 LUME MADRID — #2 CONVERSION PRIORITY ("Lume Chueca" — No Licence Moratorium)

📈 MARKET DATA (H1 2025): Madrid hotel ADR €179.60 (+6.6% YoY) · RevPAR €137.40 · 11.19M visitors (2024) · 2,800 sunshine hrs/yr
Comp Set: The Hat (220 beds, €35-51/bed) · 2060 Newton (211 rooms, spa, €30-55/bed) · Generator (200+ beds) · TOC · Bastardo
PRICING REVISED UP: Original £21-23 was underpriced vs. comp set. New target: £30-38/bed (≈€35-44) — in line with The Hat.

Competitive Intelligence

LIFESTYLE HOSTEL MARKET · PRIMARY COMPS · DEAL BENCHMARKS

SafeStay PLC trades at a significant discount to private market comps. Generator's Brookfield exit at €776M (~14× EBITDA) in May 2025 is the definitive benchmark — SafeStay currently trades at ~6–8× EBITDA on AIM. This gap is the take-private opportunity.

🏨 Generator Hostels

Primary Benchmark • E.Europe Premium

EXIT: €776M

Properties

14×

Exit Multiple

£55–70

London ADR

Design-led "affordable luxury." Queensgate → Brookfield (€450M→€776M in 8 years = 1.72×). ICP implication: SafeStay at 14× EBITDA exit = £40–55M equity value. Direct rebranding comparator for Lume.

🌴 Selina (NASDAQ: SLNA)

Digital Nomad Platform • Public Market Warning

PUBLIC LESSON

175+

Locations

$184M

Rev 2022

↓90%

Share Price

Listed NASDAQ Oct 2022 then collapsed. ICP implication: Validates take-private thesis — public markets structurally mis-price lifestyle hostel operators. SafeStay's AIM discount is institutional, not fundamental.

📱 CityHub

Tech Capsule • Lume 2.0 Adjacent

TECH MODEL

Properties

£65–80

RevPAR/Night

95%

App Check-In

Amsterdam + Copenhagen. Full automation via RFID + app. Minimal staff model. ICP implication: CityHub achieves 40%+ higher RevPAR than SafeStay through tech. This is the benchmark for Lume 2.0 AI revenue management upside.

🟡 YellowSquare

Community Hub • Mediterranean Expansion

€200M DEAL

Properties

€200M

Invel JV

IT/ES/GR

Target Markets

Rome-based. Invel Real Estate JV 2025 for Southern Europe rollout. ICP implication: Confirms Mediterranean institutional appetite. SafeStay Italy/Spain unencumbered assets (debt repayment lever) overlap with YSquare target cities.

VALUATION BENCHMARKS

Operator	Properties	EV Multiple	ADR	Ownership
Generator	17	~14× EBITDA	£55–70	Brookfield (2025)
Selina	175+	Public (distressed)	£30–45	NASDAQ (SLNA)
CityHub	5	~12–15× est.	£65–80	Private
YellowSquare	3	~12× est.	€40–55	Invel JV (2025)
SafeStay (AIM)	23	~6–8× AIM	£30–40	ICP TARGET ← GAP

Larry Lipman — Approach Intel

CHAIRMAN · FOUNDER · KEY SWING VOTE · 13.6% OF SSTY

⚡ APPROACH STRATEGY — LEAD WITH THIS

"Larry, you built something extraordinary — a brand that proved premium hostels work at scale. Your vision was right. Now we bring the capital, the brand execution, and the AI platform to take it where you always believed it could go. Lume is SafeStay 2.0 — your legacy, amplified."

BACKGROUND

Chairman & Founder, SafeStay PLC (2011–present)
Managing Director, Safeland PLC (property, 30+ yrs)
Known for iconic UK property locations (Edinburgh, Kensington)
Strong relationships in UK property and finance circles
Conservative, relationship-driven; dislikes surprises

DEAL POSITION

13.6% of SafeStay PLC (via Safeland entities)
Chairman — controls board narrative & timing
Key to unlocking irrevocable undertaking
s.135 rollover candidate: ~£1.33M at offer price
Warm route: Stanhope Capital (→ Shore → David Coaten)

⚠ MANAGEMENT REVIEW INTELLIGENCE (INDEED / GLASSDOOR)

Aggregate themes from employee reviews — internal use only. Use to frame execution narrative, NOT to criticise Larry personally.

⚡ EXECUTION GAPS IDENTIFIED

High staff turnover / workload pressure
Management communication inconsistency
Pay levels below market benchmarks
Limited career progression pathways
Revenue management manually driven, not tech-enabled

✅ VALIDATED STRENGTHS

Fun, international team culture
Diverse traveller community appreciated
Iconic central locations (genuine asset)
Vision and brand coherence (Larry's core gift)
Property portfolio — real hard assets

ICP Frame: The execution gaps are not a personal failure — they are a resourcing and technology deficit. Larry's vision was correct. The platform (Lume 2.0 + AI) is what was missing. ICP brings the capital + systems to close that gap. Lead with respect for what he built → acknowledge what the business needs next → offer him a stake in the future.

📞 KEY MESSAGES FOR THE APPROACH CALL

"Your original vision — premium, safe, design-led hostels in prime European cities — has been proven correct by every institutional exit we've seen (Generator €776M). You were ahead of the market."

"AIM has been unfair to this business. The public market doesn't understand the asset — your properties at Generator comps are worth 2× what the share price implies."

"We want to invest in Larry's vision — not replace it. We're offering a partnership, including a rollover stake so you participate in the upside when we rebuild the platform."

"Lume 2.0 brings AI-driven revenue management, automated content generation, and digital-first ops — not to change what SafeStay is, but to give it the infrastructure it deserves."

Lume 2.0 — AI Platform Vision

POST-ACQUISITION TECHNOLOGY ROADMAP · NOT FOR EXTERNAL DISTRIBUTION

THE CORE THESIS

SafeStay is a portfolio of blue-chip urban locations running on 2010s-era operations.
Lume 2.0 replaces the operating system with AI-native hospitality —
yielding +£8–12 RevPAR/night and -15% cost/available room.

🤖 AI REVENUE ENGINE

Dynamic pricing updated every 30 minutes across all 20 properties using ML demand signals, local event data, competitor rate intelligence, and weather triggers.

Expected uplift: +£8–12 RevPAR/night

🏨 DIGITAL GUEST JOURNEY

App-first check-in, AI concierge (city recommendations, F&B upsell, activity booking), keyless room access, and personalised on-property experience. Staff-to-guest ratio cut by ~25%.

Cost reduction: -15% cost/available room

🎬 AI CONTENT FACTORY

Automated generation of property photography (Imagen 4 Ultra), social content (Veo 2.0 cinematic video), and multilingual marketing copy — eliminating £150–200K/yr in agency spend per city.

Tech stack: Imagen 4 · Veo 2.0 · Gemini 3 Pro

📊 OPERATIONS INTELLIGENCE

Real-time dashboard aggregating: occupancy by property, RevPAR vs budget, maintenance alerts, demand forecasts (14-day), guest satisfaction scores. Replaces manual GM reporting.

LUME 2.0 — 5-YEAR DEPLOYMENT ROADMAP

PHASE 1
Day 1–6m

Install AI revenue management + app-first check-in at top 5 properties (London Kensington, London E&C, Amsterdam, Barcelona, Budapest). Deploy Lume brand identity. Roman Dahl leads AI integration — deploying Claude-powered bots to automate guest services, dynamic pricing, and GM reporting. Target: reduce 317-person headcount by 20–30% through technology, retaining and upgrading the best operators while eliminating redundant overhead.

PHASE 2
6m–2yr

Full Lume rebrand across all 20 sites. AI revenue engine live portfolio-wide. Claude-powered bots replace manual processes — maintenance ticketing, guest comms, occupancy forecasting. Headcount rationalisation: fewer, better-paid staff with AI augmentation. Target operational overhead reduction of 15–25% through technology displacement of repetitive roles. PropCo/OpCo structure implemented. Unencumbered Italy/Spain assets refinanced or sold.

PHASE 3
2yr–5yr

New city expansion (Munich Hallbergmoos, Milan Richini). Franchise and management contracts model. Total RevPAR target: £48+/night (vs SafeStay current ~£35). Platform sale or IPO at 14–16× EBITDA.

🔧 ICP AI INFRASTRUCTURE (ALREADY LIVE) — LED BY ROMAN DAHL

• Claude (AI real estate operations — bots, guest services, ops reporting)

• Imagen 4 Ultra (property photography generation)

• Veo 2.0 (cinematic narrative video)

• Gemini 3 Pro (strategic analysis AI)

• NotebookLM (market intelligence)

• Remotion (automated video assembly)

• Custom Python pipelines (batch content ops)

• Claude-powered pricing bots (dynamic RevPAR optimisation)

• AI maintenance ticketing (predictive property management)

🤖 Roman Dahl leads AI deployment — reducing headcount and overhead with better employees and technology. Fewer staff, higher quality, AI-augmented Lume 2.0 operations.

Rolling Shareholder Tax Efficiency

s.135 TCGA 1992 · PAPER-FOR-PAPER EXCHANGE · LEADING ARGUMENT FOR LARRY & ANSON

⚡ OPEN WITH THIS — LARRY & ANSON KEY ARGUMENT

The data tells the story: SafeStay shares at 15p — down ~33% from the 26p 52-week high. The public market has delivered its verdict on execution under Larry Lipman. This is not a reflection on Larry's vision — he was right to build the estate. The hostel tourism thesis is proven. But without the tech platform and institutional capital, the execution gap closes the door on public market recovery. ICP's offer: new management, Lume 2.0 AI, 3-year turnaround — at a premium to today's 15p (offer price TBD). This is not a hostile takeover. It's a rescue with respect for what Larry built, and a rollover that gives him a seat at the table for the upside.

📊 HOW THE s.135 EXCHANGE WORKS

💷 LARRY LIPMAN — 13.6% = ~£2.3M

❌ CASH EXIT TODAY

Proceeds: £2.3M

Gain (est.): ~£800K

CGT (20%): −£160K

Net: ~£2.14M

Paid today. Done.

✅ s.135 ROLLOVER

Rolled equity: £2.3M

CGT today: £0

3yr at 2.0×: ~£4.6M

Net: ~£3.9M

After exit CGT in 3yrs

Larry's upside: +£1.76M more by rolling vs. cashing out today (+82%).

💷 ANSON CHAN — 29.3% = ~£2.86M

❌ CASH EXIT TODAY

Proceeds: £4.9M

Gain (est.): ~£2.5M

CGT (20%): −£500K

Net: ~£4.4M

UK CGT. HK residency matters.

✅ s.135 ROLLOVER

Rolled equity: £4.9M

CGT today: £0

3yr at 2.0×: ~£9.8M

Net: ~£8.4M

After exit CGT in 3yrs

Anson's upside: +£4.0M more by rolling vs. exit (+91%). HK tax residency may further improve outcome — confirm with counsel.

📅 THE 3-YEAR PLAN — VALUE CRYSTALLISATION TIMELINE

DAY 1 → 12M

Take private complete. Lume rebrand top 5 sites. AI revenue engine installed. Larry stays as non-exec.

12M → 24M

Full Lume portfolio rebrand. Italy/Spain refinancing. AI ops live. RevPAR target £42+/night.

24M → 36M

Platform exits at 14–16× EBITDA. Larry + Anson crystallise rolled equity. CGT payable on full gain.

Target exit: Q1–Q2 2029 · EBITDA at exit: ~£8–10M · EV at 14×: £112–140M

⚖ s.135 TCGA 1992 — QUALIFYING CONDITIONS

REQUIREMENTS (must all be met)

DAHL Bidco acquires ≥25% of ordinary voting shares of SafeStay
Consideration is wholly or partly in new shares of DAHL/ICP
Exchange is bona fide commercial (not tax avoidance scheme)
Not a pre-arranged sale scheme under HMRC clearances

OUTCOME FOR SHAREHOLDERS

No CGT on the exchange itself (disposal deferred)
Base cost of new ICP shares = original SafeStay cost
CGT deferral lasts until eventual exit of ICP shares
Lena Hodge + Brown Rudnick advise on HMRC advance clearance

Note: Partial rollover is possible — shareholders can take part cash, part equity. This gives Larry and Anson flexibility to de-risk while maintaining upside exposure. Structure to be confirmed with Lena Hodge once bid terms are locked.

👥 IFC Deal Team — Project Silo

Core Infill Capital Partners team leading the Project Silo take-private acquisition of SafeStay PLC. All communications under strict NDA and Project Silo confidentiality protocols.

Hadi Irvani

Co-Founder & Deal Lead

📍 London, UK

Leads stakeholder approach strategy. Manages Lipman, Pyrrho/Chan, and Shore Capital relationships. Principal negotiator for offer terms and scheme mechanics.

Alexis Janoray

Partner, Acquisitions

📍 Paris, France

Leads LP rollover structuring and investor economics modelling. Paris LP network and continental European capital introductions. Co-manages deal economics and fund raising.

Josh Wyatt

Partner, Portfolio Strategy

📍 London, UK

Designated GM for post-close 100-Day Plan. Leads operational transformation to Lume brand. PropCo/OpCo implementation and management team onboarding across 20 properties.

Alek Prus

Associate, Deal Execution

📍 London, UK

Diligence coordination, financial modelling support, and data room management. Manages advisor and counterparty communication logistics throughout the transaction.

Roman Dahl

AI & Transformation Lead

📍 Milan, Italy

Ex-BCG strategy consultant. Leads Lume 2.0 AI-augmented operational transformation — 20-30% headcount reduction, 15-25% overhead savings via tech-led operations. Based in Milan for Italian portfolio oversight. Speaks 5 languages (English, German, Italian, French, Spanish). Responsible for SafeStay → Lume brand transition, hospitality tech stack, and 100-Day operating plan execution.

🏦 Shore Capital — NOMAD & Broker Key Contacts

Shore Capital acts as SafeStay's NOMAD and Broker. These contacts are our primary engagement route for the Panel process and Board approach. Gateway to Larry Lipman (Chairman, ~13.6%).

David Coaten

Head of Corporate Finance ⚡ NEW

Newly identified SafeStay coverage contact. Senior corporate finance relationship at Shore Capital. Key decision-maker for Board engagement and NOMAD process. Priority outreach — engage before formal offer announcement.

Tom Griffiths

Coverage Director

Primary relationship contact. Hadi + Alexis have virtually met Tom. Warm route to Larry Lipman via Tom. Manage initial approach through this channel first.

HDB

Harry Davies-Ball

Corporate Banking

Banking lead at Shore Capital. Involved in any capital raise or refinancing advisory. Secondary contact — approach via Tom Griffiths first.

⚡ Friday Meeting Action: Hadi to reach out to David Coaten directly or via Tom Griffiths pre-meeting. Shore Capital NOMAD consent is essential before triggering the Takeover Panel clock under Rule 2.7.

📋 Project Silo — Deal Structure & Legal Architecture

Institutional-grade Cayman ELP co-investment structure with Luxembourg S.à.r.l. BidCo. Designed for LP tax efficiency (s.135 TCGA rollover), Takeover Code compliance, and Lume platform scalability post-close.

📊 TARGET FINANCIALS (FY24 AUDITED)

Net Assets

£31.1M

NAV / Share

47p

Total Assets

£94.3M

Discount to Book

~64%

🗂 STRUCTURE FLOW — CONFIRMED (V3.0)

UBO / GP

Hadi Irvani

ICP LLC (Delaware) · 20% carry

→

FUND

Cayman ELP

Lume Capital Partners LP · CIMA PFA

→

★ BIDCO

LuxCo S.à.r.l.

Lume European Holdings · Dir: Alexis Janoray

→

TARGET

SafeStay PLC

Scheme of Arrangement · AIM delisting

💰 CAPITAL STACK (~€50M)

SENIOR DEBT (65%)

€32.5M

Multiple lender options engaged · 65% LTV

EQUITY (35%)

~€17.5M

Cayman ELP · Huntsmead placement · Lead LP: Hill Hardman

🏠 ASSET DISPOSAL INTELLIGENCE

E&C

Elephant & Castle — Freehold Sale In Progress ⚠️ COI FLAG

SafeStay / Lipman (via Safeland) selling the E&C freehold. Originally subject to a 2017 sale & leaseback (£6.1M + £1.18M extension). Larry retains freehold interest which is now being marketed via ITPF. Follows Edinburgh Cowgate freehold disposal (Nov 2025, franchised back) and Brighton sale & leaseback (completed Jan 2026). Pattern: Larry is monetising the property portfolio ahead of any approach — reduces balance sheet NAV but generates cash. Critical for offer pricing.

⚠️ CONFLICT OF INTEREST: Larry Lipman as Chairman of SafeStay PLC personally holds (via Safeland / Safeland Holdings 2008 Ltd) the freehold interest in the E&C property — while SafeStay PLC (the entity he chairs) is the leaseholder paying rent to his own vehicle. This creates a material conflict: Lipman benefits from freehold disposal proceeds while SafeStay shareholders bear the ongoing lease liability with no freehold value on the balance sheet. This arrangement, combined with the Edinburgh and Brighton disposals, systematically strips freehold value from the group to Lipman-controlled entities — a governance concern for any incoming acquirer and a potential Rule 21 issue if disposals accelerate during the offer period.

EDI

Edinburgh Cowgate — Sold & Franchised (Nov 2025)

Freehold sold. 10-year franchise agreement to continue operating as SafeStay. Precedent for asset-light transition. Validates Lume's franchise model thesis.

BTN

Brighton — Sale & Leaseback (Jan 2026)

Freehold sold, leaseback in place. Part of broader deleveraging strategy. Bank debt ~£13M (HSBC); £28M IFRS 16 lease obligations are operating, not financial debt.

⚙ KEY LEGAL MECHANISMS

s.135

s.135 TCGA Rollover — via LuxCo S.à.r.l.

Qualifying shareholders exchange SafeStay shares for LuxCo shares (not ELP interests — s.135 requires share-for-share into a company). Pyrrho/Chan (29.3%), Lipman (~13.6%), O'Reilly (8.9%) eligible. HMRC s.138 advance clearance submitted 30 April 2026 — 30-day window active. Do NOT approach rollers until confirmed (~30 May).

R16

Rule 16 — Special Deal (Panel Approval Required)

Rollers receive LuxCo shares (not cash) — Panel must approve as "special deal." Defence: s.135 is tax-driven, bona fide commercial rationale, rollover is available to ALL shareholders who meet certification requirements.

Rule 9 Concert Party Analysis

ICP acquiring 100% via Scheme — no mandatory offer triggered. Pyrrho (29.3%) + Lipman (~13.6%) = ~43% combined. Must avoid acting in concert prior to Rule 2.7. Tuvi Keinan (Brown Rudnick) leads Panel consultation.

CLN

Bredbury CLN — £2.8M Convertible Loan Note

Bredbury holds a £2.8M CLN giving effective veto on financial restructuring. UBO unknown — highest structural risk. Must be repaid or converted at Close.

🏛 ADVISER MATRIX (CONFIRMED)

Role	Firm	Key Contact	Status
UK Takeover Counsel	Brown Rudnick LLP	Lena Hodge / Tuvi Keinan	✅ Engaged — SOW signing
Financial Adviser (Rule 3)	Singer Capital Markets	Rick Thompson / James Todd	✅ Engaged
Certain Funds Verification	Morgan Stanley	—	✅ Engaged
Placement Agent	Huntsmead	Barnaby Joy / Piers Talalla	✅ Engaged
Senior Debt	Multiple lender options	Via existing relationships	✅ Engaged
Luxembourg CSP	Hawksford Luxembourg	Amaury Mairlot / Claude Crauser / Sinan Sar	🟡 Onboarding
Luxembourg Counsel	LAB Partners	Benoit Kelecom	🟡 Intro call this week
Cayman Counsel (GP+ELP)	Harneys (preferred)	—	🟡 Awaiting response
Lead LP	Hill Hardman / Hadi Irvani	US Family Office	✅ Committed
Operating Advisor	Josh Wyatt	Generator / Equinox pedigree	✅ Engaged

📄 Draft Offer Documents & Discussion Materials

Core transaction documents for Project Silo. Click any document to open in the reader.
Last updated: May 5, 2026 · Singer Capital Markets appointed as Rule 3 Financial Adviser

📁 FUND FORMATION & LP DOCUMENTS

📊

Fund Overview — Project Silo

Investment thesis, Lume 2.0 transformation plan, AI headcount reduction strategy, deal economics. LP distribution ready.

LIVE

📜

LPA Term Sheet — Cayman ELP

Limited Partnership Agreement terms. Cayman ELP structure, GP economics, management fee, carry waterfall.

DRAFT

📝

Subscription Agreement

LP subscription form. AML/KYC requirements, capital commitment mechanics.

DRAFT

💰

Carry Allocation Letter

GP carry distribution. 20% carried interest above 8% preferred return.

DRAFT

🎯

Advisor Carry Pool

15% strategic advisor carry allocation. Josh Wyatt, Tuvi Keinan, Barnaby Joy (Huntsmead), Piers Talalla, Maxwell Bonnie, Felix Kutch, Hill Hardman, Behzad Khosrowshahi. 8 participants + reserved pool.

DRAFT

📋

Side Letter — Standard Form

Template side letter for LP-specific terms. MFN clause, co-invest rights, reporting.

DRAFT

📁 STRUCTURING & TAX

🏛️

Rolling Shareholder Tax Memo

s.135 TCGA share-for-share exchange. HMRC s.138 clearance. CGT deferral mechanics for UK rolling shareholders.

DRAFT

⚖️

Concert Party Schedule

Rule 9 concert party analysis. ICP principals, advisors, rolling shareholders — aggregation risk mapping.

DRAFT

📄

Draft Scheme of Arrangement Document

Full scheme document skeleton for Court Meeting. 9 parts + 3 appendices. Rollover election, Rule 16, voting thresholds. For Brown Rudnick review.

DRAFT

📁 ADVISER ENGAGEMENT

📋

Singer Capital Markets — Firm Profile & Team

Rule 3 adviser capabilities. Rick Thompson, Graham Hertrich, James Todd, Carl Diebitsch.

LIVE

📁 REGULATORY & INTELLIGENCE

🏛️

Takeover Panel Intelligence & Regulatory Register

Panel consultation strategy. Rule 2/9/21 analysis. Concert party mapping. AIM delisting.

LIVE

🏛️

Companies House Filing Analysis v3.0

Full officer history (22 officers), charge register, capital structure, board instability analysis. Live CH links. Debt harmonised: ~£13M HSBC + £28M leases.

LIVE V3.0

✅

DD Action List — Master Tracker

Due diligence action items by property and workstream. Priority status tracking.

LIVE

📁 SHAREHOLDER APPROACH

⭐

★ Chan Family Approach Plan

Anson Chan / Pyrrho (29.3%) engagement strategy. Erik Fok primary intro route. Rollover economics.

LIVE

⭐

★ Master Shareholder Intelligence Report

Full cap table intelligence. 23 institutional and individual shareholders profiled. Lipman ~13.6%.

LIVE

🏢

SafeStay Group Structure

Corporate org chart. 20+ subsidiaries across UK, Spain, Italy, CEE. Safeland / MREF relationships.

LIVE

📁 LEGAL & STRUCTURING (04_Legal_and_Structuring)

OFFER & TRANSACTION

📄

Draft Indicative Offer Letter

Indicative offer letter framework for SafeStay PLC Board approach. May 2026.

DRAFT

📝

Share Exchange Agreement

s.135 TCGA share-for-share exchange mechanics. Rolling shareholder election form.

DRAFT

📝

LP Subscription Agreement

Limited partner subscription for Cayman ELP fund vehicle. Capital commitment, drawdown mechanics.

DRAFT

💰

Certain Funds Requirements

Takeover Code certain funds obligations. Financing structure to satisfy Panel requirements.

DRAFT

LUXCO & SPV FORMATION

🇱🇺

LuxCo BidCo Structure Decision

Luxembourg S.à.r.l. vs UK Ltd BidCo analysis. Tax treaty, s.135 rollover, AIFMD considerations.

DRAFT

📋

LuxCo SHA — Heads of Terms

Shareholders' agreement for Lume HoldCo S.à.r.l. Rolling shareholder governance rights.

DRAFT

🏛️

LuxCo Statuts (Articles) Draft

Draft articles of association for Luxembourg S.à.r.l. Hawksford/LAB Partners coordination.

DRAFT

📦

Formation Package — Full Stack

Cayman ELP + Luxembourg S.à.r.l. + UK AcquireCo formation checklist and timeline.

DRAFT

TAX & HMRC

🏛️

HMRC s.138 Clearance Brief

Pre-clearance application strategy. Bona fide commercial purpose test. Expected 30-day response.

DRAFT

💷

Tax Structure Optimisation

Full tax architecture: s.135 rollover, Cayman no-tax, Luxembourg participation exemption, UK CT.

DRAFT

🔄

Rollover Election Mechanics

Shareholder election process. Cash/rollover/mix options. CGT deferral calculation.

DRAFT

✅

s.135 Rollover Documents Checklist

Complete documentation checklist for TCGA s.135 share-for-share exchange compliance.

DRAFT

TAKEOVER PANEL

🏛️

Panel Pre-Consultation Package

Full pre-consultation submission. Concert party analysis, Rule 9 thresholds, frustrating action review.

DRAFT

📋

Panel Pre-Consultation Memo

Internal strategy memo for Panel approach. Timing, disclosure, and consultation sequence.

DRAFT

⚔️

Panel Q&A War Game

Anticipated Panel questions and prepared responses. Concert party, Rule 21, mandatory offer scenarios.

DRAFT

⚖️

Rule 9 Concert Party Analysis

Detailed aggregation risk: ICP principals + Lipman + Safeland + Bredbury + rolling shareholders.

DRAFT

FINANCING & DILIGENCE

⚖️

Brown Rudnick SOW003 Analysis

Scope of work analysis. Fee structure, deliverables, timeline for Takeover Code advisory.

LIVE

🏦

Refinancing Term Sheet

Post-acquisition debt refinancing. ~£13M HSBC bank facility (change-of-control trigger). Target 2-4% institutional cost.

DRAFT

🏗️

E&C SPA Diligence Checklist

Elephant & Castle freehold sale diligence. COI analysis. Rule 21 frustrating action assessment.

DRAFT

🔍

Lease Change-of-Control Checklist

All 19 property leases reviewed for change-of-control clauses. Landlord consent requirements.

DRAFT

🔧

Post-Acquisition Restructuring Plan

Day 1-90 corporate restructuring. Board reconstitution, subsidiary rationalisation, HQ relocation.

DRAFT

📅 29 May Timeline — Key Actions:
(1) Singer CM engagement letter execution · (2) Brown Rudnick — Scheme document drafting · (3) HMRC s.138 clearance application · (4) Chan family intro via Erik Fok · (5) Hawksford — LuxCo S.à.r.l. incorporation · (6) Charge 005 review — change-of-control clause

💼 Rollover Pitch Pack — Shore Capital Distribution

Prepared for: Shore Capital (NOMAD/Broker) | Brown Rudnick (ICP Counsel) | Internal use only
Offer: TBD per share | premium to undisturbed | Rollover option available to all shareholders

🏦 Shore Capital — Banker Script Framework

The headline: "You have two choices: take [offer price] cash today and pay CGT now — or roll into an institutionally-backed platform heading toward 50 locations and only pay tax when you choose to exit."

For Larry: "Safestore flew when it got institutional backing. BizSpace flew when it got institutional backing. SafeStay is the same story — and you defer all CGT to the exit you control."

For Anson/Pyrrho: "You spotted value here before anyone else. The s.135 structure means you didn't sell at 15p — you reinvested your original thesis at the right capitalisation point. The £8.6M rollover outcome vs £4.4M cash exit net speaks for itself."

For all shareholders: "The cash price is [offer price]. Your net rollover value at ICP's 3× projected exit is significantly higher — with CGT deferred until you decide to sell."

📊 Visual Reference — Shareholder Presentation Materials

INFOGRAPHIC 1 — Advisor Phased Structure

Click to expand

INFOGRAPHIC 2 — Larry & Chan: Cash vs Rollover

The core pitch graphic

INFOGRAPHIC 3 — LP Fund Structure

Click to expand

⚖️ Cash vs. Rollover — ICP Offer (Price TBD)

Shareholder	❌ Cash Exit Today	✅ s.135 Rollover	Rollover Upside
Larry Lipman (~£2.3M proceeds)	Net ~£2.14M After CGT ~20%	£0 CGT today Full £2.3M reinvested	~£3.9M at 3× +£1.76M vs cash exit
Anson Chan (~£4.9M proceeds)	Net ~£4.4M After CGT, UK res complication	£0 CGT today Full £4.9M reinvested	~£8.6M at 3× +£4.2M vs cash exit
All others (18p cash option)	18p per share	Optional rollover on identical terms	Per HMRC clearance

*Projections based on ICP target 14-16× EBITDA exit at Year 3-5. Tax position requires individual UK tax counsel confirmation. Not legal or tax advice.

🏛 Regulatory Requirements for Rollover (Checklist)

Takeover Panel Requirements

□ Rule 16 consent — special deal not worse than offer terms
□ Offer rollover available to ALL shareholders (equal terms)
□ Disclosed in Rule 2.7 firm intention announcement
□ Independent adviser confirmation (Shore Capital)
□ Panel consultation via Brown Rudnick / Lena Hodge

HMRC Requirements

□ Advance clearance under s.138 TCGA 1992
□ Timeline: 4-6 weeks from application
□ UK HoldCo must issue ordinary shares
□ Commercial purpose test satisfied
□ BADR eligibility confirmation (Larry)

📁 Fund Document Library

📋

Fund Overview

Project Silo Co-Investment LP — summary and investment thesis

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📄

LPA Term Sheet

Limited Partnership Agreement terms — GP/LP economics

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📄

Subscription Agreement

LP subscription form — rolling shareholders

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📄

Side Letter

Standard form side letter — MFN and bespoke LP terms

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📄

Carry Allocation

Carried interest allocation — GP and deal team

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📄

Advisor Carry Pool

Advisor carry pool — phased vesting and conditions

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💰

Tax Rollover Memo

Rolling shareholder tax memo — s.135 TCGA 1992 analysis (Brown Rudnick)

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