Marriott International Inc Offer for Elegant Hotels Group plc (3120Q)

TIDMEHG

RNS Number : 3120Q

Marriott International Inc

18 October 2019

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014

FOR IMMEDIATE RELEASE

18 October 2019

RECOMMED CASH OFFER

for

Elegant Hotels Group plc

International Hotel Licensing Company S.à r.l.

a wholly-owned indirect subsidiary of

Marriott International, Inc.

to be effected

by way of a scheme of arrangement

under Part 26 of the Companies Act 2006

Summary

-- The boards of Elegant Hotels Group plc ("Elegant") and International Hotel Licensing Company S.à r.l. ("IHLC"), a wholly-owned indirect subsidiary of Marriott International, Inc. ("Marriott"), are pleased to announce that they have reached agreement on the terms of a recommended all cash offer to be made by IHLC for the entire issued and to be issued ordinary share capital of Elegant (the "Acquisition").

-- Under the terms of the Acquisition, each Elegant Shareholder will be entitled to receive:

110 pence in cash per Elegant Share (the "Offer Price").

-- The Offer Price values the entire issued and to be issued ordinary share capital of Elegant at approximately GBP100.8 million (approximately $130.1 million), on the basis of a fully diluted share capital of 91,663,071 Elegant Shares.

   --              The Offer Price represents a premium of approximately:

-- 57.1 per cent. to the Closing Price of 70.00 pence per Elegant Share on the Last Practicable Date; and

-- 56.8 per cent. to the average Closing Price per Elegant Share of 70.15 pence during the three month period ended on the Last Practicable Date.

-- The Offer Price implies an enterprise value for Elegant of approximately $199.0 million based on Elegant's total net debt of $68.9 million as at 31 March 2019 as set out in Elegant's most recent half year report for the six months ended 31 March 2019.

-- The Acquisition will enable Marriott to expand its recently announced all-inclusive platform, whilst offering additional leisure destinations to its approximately 133 million Marriott Bonvoy members.

Recommendation and support for the Acquisition

-- The Elegant Directors, who have been so advised by Liberum as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Elegant Directors, Liberum has taken into account the commercial assessments of the Elegant Directors. Liberum is providing independent financial advice to the Elegant Directors for the purposes of Rule 3 of the Code.

-- Accordingly, the Elegant Directors intend to recommend unanimously that Elegant Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting, as the Elegant Directors have irrevocably undertaken to do (or, if IHLC, with the consent of the Takeover Panel, exercises its right to implement the Acquisition by way of a Takeover Offer, to accept such offer) in respect of their own beneficial holdings of 14,878,641 Elegant Shares (representing, in aggregate, approximately 16.75 per cent. of the Elegant Shares in issue on the Last Practicable Date).

-- Further details of the irrevocable undertakings received by IHLC are set out in Appendix III to this Announcement.

The Scheme Process

-- It is intended that the Acquisition will be implemented by way of a Court sanctioned scheme of arrangement under Part 26 of the Companies Act (or, if IHLC so elects and with the consent of the Takeover Panel, a Takeover Offer). The purpose of the Scheme is to provide for IHLC to become the owner of the entire issued and to be issued ordinary share capital of Elegant. The Scheme will be put to Elegant Shareholders at the Court Meeting and the Resolutions will be put to the Elegant Shareholders at the General Meeting. In order to become effective, the Scheme must be approved by a majority in number of the Elegant Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted. For the Scheme to be implemented, the Resolutions must also be approved by Elegant Shareholders at the General Meeting.

-- If any dividend or other distribution in respect of the Elegant Shares is declared, paid or made on or after the date of this Announcement but prior to the Effective Date, IHLC reserves the right to reduce the consideration payable for each Elegant Share under the terms of the Acquisition by the amount per Elegant Share of such dividend or distribution. If IHLC exercises this right to make such a reduction in respect of a dividend or distribution, Elegant Shareholders will be entitled to receive and retain that dividend or distribution.

-- The Acquisition is subject to the Conditions and certain further terms set out in Appendix I.

-- Marriott (NASDAQ: MAR) is based in Bethesda, Maryland, USA, and encompasses a portfolio of more than 7,000 properties in 30 leading brands spanning 132 countries and territories. Marriott operates and franchises hotels and licenses vacation ownership resorts all around the world. The company now offers one loyalty programme, Marriott Bonvoy(TM), replacing Marriott Rewards(R), The Ritz-Carlton Rewards(R) and Starwood Preferred Guest(R) (SPG). Marriott trades on the Nasdaq with a market capitalisation as at the Last Practicable Date of approximately $40 billion and in 2018 it generated approximately $21 billion in revenues.

-- IHLC is a wholly-owned indirect subsidiary of Marriott incorporated in Luxembourg. As at 31 December 2018, IHLC had assets of approximately $4.9 billion and for the financial year ending 31 December 2018 it reported profit after tax of approximately $228 million.

-- Elegant owns and operates seven luxury freehold hotels and a beachfront restaurant, Daphne's, on the island of Barbados. Elegant's portfolio currently comprises 588 rooms, making it twice as large (by room number) as the closest competitor in the Barbados luxury hotel room market. Six of the seven properties are situated along the prestigious west coast of Barbados commonly known as the "Platinum Coast". The properties are all freehold, with a total aggregate plot size of approximately 23 acres and an aggregate beachfront of approximately 2,600 feet.

-- The Scheme Document will include full details of the Acquisition, together with notices of the Court Meeting and General Meeting, the expected timetable for the Acquisition and will specify the action to be taken by Elegant Shareholders. The Scheme Document will be published as soon as practicable and, in any event (save with the consent of the Takeover Panel), within 28 days of this Announcement.

-- The timing of the implementation of the Acquisition will be dependent on a number of factors including availability of the Court. The Scheme is currently expected to become Effective in late 2019, subject to the satisfaction or waiver of the Conditions.

Commenting on the Acquisition, Simon Sherwood, Non-Executive Chairman of Elegant, said:

"The Board of Elegant Hotels is confident in the Group's long term prospects but believes that this offer represents compelling value for our shareholders and a great opportunity for our employees to be part of one of the world's leading hotel companies. The fact that Elegant Hotels has attracted the interest of a company of Marriott's calibre is a resounding endorsement of the outstanding quality of our properties, operations and people, and indeed of Barbados as a highly desirable destination. We are therefore unanimously recommending the offer to our shareholders."

Commenting on the Acquisition, Arne M. Sorenson, President and Chief Executive Officer of Marriott, said:

"There is a strong and growing consumer demand for premium and luxury properties in the all-inclusive category. The addition of the Elegant Hotels portfolio will help us further jumpstart our expansion in the all-inclusive space, while providing more choices on the breathtaking island of Barbados for our 133 million Marriott Bonvoy members."

Commenting on the Acquisition, Tim Sheldon, President of Caribbean and Latin America of Marriott International, said:

"We are very excited about adding these outstanding Elegant Hotel properties to our Caribbean and Latin American portfolio. We have been incredibly impressed with the hotels and the staff and look forward to welcoming them and their guests to the Marriott family."

This summary should be read in conjunction with, and is subject to, the full text of this Announcement and its Appendices. In particular, the Acquisition is subject to the Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document. Appendix II contains details of sources of information and bases of calculation contained in this Announcement. Appendix III contains certain details relating to the irrevocable undertakings referred to in this Announcement. Appendix IV contains details of the Elegant Profit Forecast and the Elegant Profit Estimate. Appendix V contains definitions of certain terms used in this Announcement.

Enquiries:

 
 International Hotel Licensing Company S.à 
  r.l. 
  Connie Kim, Media Relations 
  Betsy Dahm, Investor Relations 
  Laura Paugh, Investor Relations                  +1 (301) 380 3000 
 PricewaterhouseCoopers LLP 
  (Financial adviser to Marriott and IHLC) 
  Simon Hampton 
  Jon Raggett                                        +44 (0) 20 7583 
  Samantha Ward                                                 5000 
                                                  ------------------ 
 Elegant Hotels Group plc 
  Simon Sherwood, Non-Executive Chairman 
  Sunil Chatrani, Chief Executive Officer 
  Jeff Singleton, Chief Financial Officer          +1 (246) 432 6500 
                                                  ------------------ 
 Liberum Capital Limited 
  (Financial adviser, nominated adviser and 
  broker to Elegant) 
  Clayton Bush 
  Chris Clarke 
  James Greenwood 
  Edward Phillips                                    +44 (0) 203 100 
  William Hall                                                  2222 
                                                  ------------------ 
 Powerscourt 
  (Financial PR to Elegant) 
  Rob Greening                                       +44 (0) 207 250 
  Lisa Kavanagh                                                 1446 
                                                  ------------------

Important notices

PricewaterhouseCoopers LLP ("PwC"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to Marriott and IHLC and for no one else in connection with the Acquisition or other matters referred to in this Announcement and will not be responsible to anyone other than Marriott and IHLC for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition, the contents of this Announcement or any other matters set out in this Announcement.

Liberum Capital Limited ("Liberum"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser and broker to Elegant and for no one else in connection with the Acquisition or other matters set out in this Announcement and will not be responsible to anyone other than Elegant for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition or other matters set out in this Announcement.

Further information

This Announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document and the accompanying Forms of Proxy, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document. Elegant Shareholders are strongly advised to read the formal documentation in relation to the Acquisition once it has been despatched. Each Elegant Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences to it (or its beneficial owners) of the Acquisition.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and the publication or service of this Announcement does not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date.

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

Overseas shareholders

The release, publication or distribution of this Announcement in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the UK to vote their Elegant Shares at the Court Meeting or General Meeting, or to appoint another person as proxy to vote at the Court Meeting or General Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This Announcement has been prepared for the purpose of complying with the laws of England and Wales, Market Abuse Regulation, AIM Rules and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of England and Wales. Unless otherwise determined by IHLC or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available directly or indirectly in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by use of mail or any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any Restricted Jurisdiction.

Copies of this Announcement and any formal documentation relating to the Acquisition will not be and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition.

Additional information for US investors

The Acquisition relates to the shares of a UK company and is being made by means of a scheme of arrangement provided for under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the Exchange Act and is exempt from the registration requirements of the Securities Act. Accordingly, the Acquisition will be subject to disclosure requirements and practices applicable in the UK and to schemes of arrangement under the laws of England and Wales, which are different from the disclosure and other requirements of a US tender offer and US Federal securities laws. Neither the SEC, nor any securities commission of any state of the United States, has approved the Acquisition, passed upon the fairness of the Acquisition or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offence in the United States.

Financial information relating to Elegant included in this Announcement and the Scheme Document has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may 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.

It may be difficult for US holders of Elegant Shares to enforce their rights and any claims they may have arising under US Federal securities laws in connection with the Acquisition, since Elegant is organised under the laws of a country other than the United States, and some or all of its officers and directors may be residents of countries other than the United States, and most of the assets of Elegant are located outside of the United States. US holders of Elegant 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 Federal securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's jurisdiction or judgment.

The Acquisition may, in the circumstances provided for in this Announcement, instead be carried out by way of a Takeover Offer under the laws of England and Wales. If IHLC exercises, with the consent of the Takeover Panel, its right to implement the Acquisition by way of a Takeover Offer, such Takeover Offer will be made in compliance with applicable US tender offer and US Federal securities laws and regulations, including the exemptions therefrom. In accordance with normal UK practice, IHLC or its nominees, or its brokers (acting as agents), may, from time to time, make certain purchases of, or arrangements to purchase, Elegant Shares outside of the United States, other than pursuant to the Acquisition, until the date on which the Acquisition becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed, as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Forward-looking statements

This Announcement may contain certain "forward-looking statements" with respect to Marriott, IHLC or Elegant. 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 "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words or terms of similar meaning or the negative thereof. Forward-looking statements include statements relating to among other things the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Marriott, IHLC or Elegant and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the business of Marriott, IHLC or Elegant.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. No undue reliance should be placed on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Marriott, IHLC or Elegant or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Announcement. Marriott, IHLC and Elegant assume no obligation to update publicly or revise forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

Elegant Profit Forecast and the Elegant Profit Estimate

The Elegant Profit Forecast and the Elegant Profit Estimate are profit forecasts for the purposes of Rule 28 of the Code. As required by Rule 28.1 of the Code, the assumptions on which the Elegant Profit Forecast and the Elegant Profit Estimate are based are set out in Appendix IV to this Announcement.

Other than the Elegant Profit Forecast and the Elegant Profit Estimate, no other statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per ordinary share for Elegant or Marriott for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for Elegant or Marriott.

Right to switch to a Takeover Offer

IHLC reserves the right to elect, with the consent of the Takeover Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of Elegant as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if IHLC so decides, on such other terms being no less favourable in any respect (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Appendix I to this Announcement.

Rule 2.9 disclosures

In accordance with Rule 2.9 of the Code, as at close of business on the Last Practicable Date, there were 88,815,789 Elegant Shares in issue and admitted to trading on AIM. There are no Elegant Shares held in treasury. The ISIN Number for the Elegant Shares is GB00BWXSNY91.

Publication on website and availability of hard copies

In accordance with Rule 26.1 of the Code, a copy of this Announcement will shortly be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Marriott's website at https://www.marriott.com/investor and on Elegant's website https://www.eleganthotelsgroup.com/investor-information/regulatory-news by no later than 12:00 noon on the Business Day following the date of this Announcement. Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this Announcement, free of charge, by contacting Link Asset Services Limited on 0371 664 0321 (from within the UK) or +44 (0)371 664 0321 (from outside the UK) or, in writing, at Link Asset Services, PXS, The Registry, 34 Beckenham Road, Kent, BR3 4TU. A hard copy of this Announcement will not be sent unless so requested. A person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Information relating to Elegant Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Elegant Shareholders, persons with information rights and other relevant persons for the receipt of communications from Elegant may be provided to IHLC during the offer period as required under section 4 of Appendix 4 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.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 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, 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 Takeover Panel's Market Surveillance Unit on +44 (0)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.

General

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

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 OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014

FOR IMMEDIATE RELEASE

18 October 2019

RECOMMED CASH OFFER

for

Elegant Hotels Group plc

International Hotel Licensing Company S.à r.l.

a wholly-owned indirect subsidiary of

Marriott International, Inc.

to be effected

by way of a scheme of arrangement

under Part 26 of the Companies Act 2006

   1.   Introduction

The boards of Elegant Hotels Group plc ("Elegant") and International Hotel Licensing Company S.à r.l. ("IHLC"), a wholly-owned indirect subsidiary of Marriott International, Inc. ("Marriott"), are pleased to announce that they have reached agreement on the terms of a recommended all cash offer to be made by IHLC for the entire issued and to be issued ordinary share capital of Elegant (the "Acquisition").

It is intended that the Acquisition will be implemented by way of a Court sanctioned scheme of arrangement under Part 26 of the Companies Act. IHLC reserves the right to elect, with the consent of the Takeover Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of Elegant as an alternative to the Scheme.

   2.   The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions and certain further terms set out in Appendix I, each Elegant Shareholder will be entitled to receive:

110 pence in cash per Elegant Share (the "Offer Price").

The Offer Price values the entire issued and to be issued ordinary share capital of Elegant at approximately GBP100.8 million (approximately $130.1 million), on the basis of a fully diluted share capital of 91,663,071 Elegant Shares.

The Offer Price represents a premium of approximately:

-- 57.1 per cent. to the Closing Price of 70.00 pence per Elegant Share on the Last Practicable Date; and

-- 56.8 per cent. to the average Closing Price per Elegant Share of 70.15 pence during the three month period ended on the Last Practicable Date.

The Offer Price implies an enterprise value for Elegant of approximately $199.0 million based on Elegant's total net debt of $68.9 million as at 31 March 2019 as set out in Elegant's most recent half year report for the six months ended 31 March 2019.

Subject to the Conditions and further terms set out in Appendix I, the Elegant Shares will be acquired by IHLC fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights existing at the date of this Announcement or thereafter attaching thereto, including (without limitation) 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 date of this Announcement in respect of the Elegant Shares.

If any dividend or other distribution in respect of the Elegant Shares is declared, paid or made on or after the date of this Announcement but prior to the Effective Date, IHLC reserves the right to reduce the consideration payable for each Elegant Share under the terms of the Acquisition by the amount per Elegant Share of such dividend or distribution. If IHLC exercises this right to make such a reduction in respect of a dividend or distribution, Elegant Shareholders will be entitled to receive and retain that dividend or distribution.

   3.   Recommendation

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

Accordingly, the Elegant Directors intend to recommend unanimously that Elegant Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting, as the Elegant Directors have irrevocably undertaken to do in respect of their own beneficial holdings of 14,878,641 Elegant Shares (representing, in aggregate, approximately 16.75 per cent. of the Elegant Shares in issue on the Last Practicable Date).

   4.   Background to and reasons for the Acquisition

On 5 August 2019, Marriott announced the launch of its all-inclusive platform, to serve this increasingly popular vacation segment. The Acquisition will enable Marriott to accelerate its expansion plans in this space by adding 588 rooms to its portfolio.

Elegant's portfolio of seven hotels and a free-standing restaurant are prime real estate in an attractive, stable and popular Caribbean destination, and Marriott currently has no beachfront properties in Barbados. The Acquisition will enable Marriott to offer additional leisure destinations to its approximately 133 million Marriott Bonvoy loyalty members.

Marriott expects that, following the Acquisition, the Elegant hotels could derive a number of benefits from being part of the Marriott Group, including revenue and cost synergies driven by Marriott's distribution structure and contracts, access to Marriott's strong consumer brand and its loyalty programme, cost synergies driven by Marriott's purchasing power and access to capital required for accretive capital expenditure.

   5.   Background to and reasons for the Elegant Directors' Recommendation

Elegant is the owner and operator of seven upscale freehold hotels and a beachfront restaurant on the island of Barbados which has long been, and continues to be, an attractive destination for visitors and holidaymakers from all over the world.

Elegant was admitted to trading on AIM in May 2015 and since IPO has continued to perform well in the context of what is a competitive market. Alongside the development of its portfolio of hotels as at the time of the IPO, Elegant has been able to expand through the acquisitions of Waves Hotel and Spa in March 2016 and Treasure Beach Hotel in May 2017.

However, despite its consistent financial and operational track-record, as a result of the ongoing weakness of sterling, Elegant's share price has been negatively impacted which has in-turn restricted Elegant's growth strategy. Whilst the Elegant Directors believe that Elegant would have a strong independent future, due to the quality of its properties, a relentless focus on providing guests with outstanding service, and the viability of its strategy, they consider that the Acquisition provides Elegant Shareholders with value at a level which fully reflects both the quality of the Elegant business and its prospects. Accordingly, the Elegant Directors have evaluated the Acquisition and concluded that its terms are fair and reasonable for the following reasons:

-- the Offer Price appropriately balances the longer term opportunities for Elegant with the operating and trading risks it currently faces;

-- whilst the Elegant Directors are confident in Elegant's future prospects, changes in macroeconomic conditions have the potential to reduce UK consumer discretionary spend and lessen demand from what is currently Elegant's core customer base;

-- the Acquisition represents an opportunity for all Elegant Shareholders to realise value for their investment in cash at an attractive premium of approximately 57.1 per cent. to the Closing Price per Elegant Share on the Last Practicable Date; and

-- with Marriott's distribution platform, the Acquisition should enhance the future prospects of Elegant's hotels to the benefit of all of their customers and employees.

   6.   Conditions

The Acquisition is conditional, amongst other things, upon:

   --      the Scheme becoming Effective on or before 11.59 p.m. on the Long Stop Date;

-- the approval of the Scheme by a majority in number representing not less than 75 per cent. in value of the Elegant Shareholders entitled to vote and present and voting, either in person or by proxy, at the Court Meeting (or at any adjournment, postponement or reconvention of such meeting);

   --      the passing of the Resolutions by the requisite majority at the General Meeting; and 
   --      the sanction of the Scheme by the Court.

The Acquisition is conditional on other Conditions and certain further terms set out in Appendix I. The Scheme Document, along with the notice of the Court Meeting and the General Meeting and the Forms of Proxy, will be published within 28 days of this Announcement (or on such later date as may be agreed by IHLC, Elegant and the Takeover Panel).

   7.   Irrevocable undertakings for Elegant

IHLC has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, if IHLC exercises, with the consent of the Takeover Panel, its right to implement the Acquisition by way of Takeover Offer, to accept such offer) from certain Elegant Directors in respect of their entire beneficial holdings of Elegant Shares, amounting, in aggregate, to 14,878,641 Elegant Shares (representing, in aggregate, approximately 16.75 per cent. of the Elegant Shares in issue on the Last Practicable Date).

Further details of the irrevocable undertakings received by IHLC are set out in Appendix III to this Announcement.

   8.   Information on Marriott and IHLC

Marriott

Marriott (NASDAQ: MAR) is based in Bethesda, Maryland, USA, and encompasses a portfolio of more than 7,000 properties in 30 leading brands spanning 132 countries and territories. Marriott operates and franchises hotels and licenses vacation ownership resorts all around the world. The company now offers one loyalty programme, Marriott Bonvoy(TM), replacing Marriott Rewards(R), The Ritz-Carlton Rewards(R) and Starwood Preferred Guest(R) (SPG).

Marriott trades on the Nasdaq with a market capitalisation as at the Last Practicable Date of approximately $40 billion and in 2018 it generated approximately $21 billion in revenues.

IHLC

IHLC is a wholly-owned indirect subsidiary of Marriott incorporated in Luxembourg. As at 31 December 2018, IHLC had assets of approximately $4.9 billion and for the financial year ending 31 December 2018 it reported profit after tax of approximately $228 million. IHLC's board of managers is comprised of Reiner Sachau, Cameron Read, Danny Haemhouts and Luc Sunnen. Each of Danny Haemhouts (Vice President, Tax of the Marriot Group), Cameron Read (Chief Financial Officer, Europe Division of the Marriott Group) and Reiner Sachau (Chief Operations Officer, Europe Division of the Marriott Group) perform key executive functions for the Marriott Group.

   9.   Information on Elegant

Elegant owns and operates seven luxury freehold hotels and a beachfront restaurant, Daphne's, on the island of Barbados. Elegant's portfolio currently comprises 588 rooms, making it twice as large (by room number) as the closest competitor in the Barbados luxury hotel room market. Six of the seven properties are situated along the prestigious west coast of Barbados commonly known as the "Platinum Coast". The properties are all freehold, with a total aggregate plot size of approximately 23 acres and an aggregate beachfront of approximately 2,600 feet.

10. Elegant Profit Forecast and Elegant Profit Estimate

In Elegant's half year results announcement for the six months ended 31 March 2019, published on 8 May 2019, Elegant made the following statement:

"We continue to execute our strategy in a measured and consistent manner, and we have good visibility of bookings for the remainder of the financial year. As a result, we remain comfortable with the FY19 outlook versus market expectations and confident in the Group's longer-term prospects."

On 9 July 2019, in Elegant's update on Hodges Bay Resort & Spa in Antigua announcement, Elegant made the following statement:

"The Group's outlook for FY2019 and FY2020 remains unchanged".

The statements above constitute a profit estimate in respect of the year ended 30 September 2019 and a profit forecast in respect of the year ending 30 September 2020 for the purposes of Rule 28 of the Code (together the "Elegant Profit Statements"). The Elegant Profit Statements were made before Elegant was approached by IHLC and Marriott and, accordingly, the requirements of Rule 28.1(c) of the Code apply in relation to them. Appendix IV to this Announcement sets out further information in relation to the Elegant Profit Statements.

11. Elegant Share Plans

Appropriate proposals in accordance with Rule 15 of the Code will be made to holders of options over shares in Elegant.

Details of these proposals will be set out in the Scheme Document and in separate letters to be sent to participants in the Elegant Share Plans.

12. Financing

The cash consideration payable by IHLC pursuant to the Acquisition will be paid by the Marriott Group from its cash resources.

PwC, as financial adviser to Marriott and IHLC, is satisfied that sufficient cash resources are available to IHLC to enable it to satisfy in full the cash consideration to Elegant Shareholders under the terms of the Acquisition.

13. Intentions in respect to Elegant's management, employees and locations

Employees, employment rights and pensions

IHLC believes that the expertise and experience of Elegant's property-based employees will be a key factor in maximising the opportunities and benefits the Acquisition will create.

IHLC intends that, following completion of the Acquisition, the existing contractual and statutory employment rights of all Elegant management and employees will be fully safeguarded in accordance with applicable law.

IHLC does not intend to make any material changes to the conditions of employment or the balance of the skills and functions of Elegant's employees as a result of the Acquisition.

IHLC does not intend to make any material headcount reductions within the Elegant Group as a result of the Acquisition. However, within 12 months of the Acquisition, Marriott intends to undertake an evaluation of Elegant's non-property based organisational structure, including the staffing at Elegant's sales offices in Florida and the United Kingdom as well as certain non-property based senior management, and this evaluation will inform Marriott's decisions with regard to integrating talent into the Marriott Group. Certain of these non-property based employees may, following the evaluation, ultimately not be retained but no decisions have been taken at this stage and any headcount reduction, if made, would be limited in the context of the number of Elegant employees as a whole.

On completion of the Acquisition, each of the Elegant Directors will resign from the Elegant Board. IHLC has agreed that, upon tendering their resignations, Simon Sherwood and Steven Baldwin will receive payments in lieu of their contractual notice periods. IHLC has also agreed to a variation to Sunil Chatrani's terms of engagement to the effect that, solely by virtue of his resigning as a director, he will not lose the benefit of his contractual notice period and severance entitlements. IHLC intends that Sunil Chatrani will continue as a part time consultant to the Elegant Group for a period after the Acquisition on terms which remain to be agreed. The resignation of Jeffrey Singleton will have no impact on his terms and conditions of service and IHLC intends that he will remain employed for a period after the Acquisition with his contractual terms unchanged.

IHLC does not envisage making any material changes to Elegant's existing pension contributions or membership as a result of the Acquisition.

Headquarters and locations

IHLC has no intentions to change the locations of IHLC or Elegant's places of business or to redeploy the fixed assets of Elegant, except that Marriott intends to evaluate the possibility of consolidating Elegant's sales offices in Florida and the United Kingdom with Marriott's existing offices, but no decisions have been made at this stage.

Following the Acquisition, IHLC intends to carry out renovations to the Elegant hotels. Upon completion of the planned property renovations, IHLC intends to operate all the Elegant hotels as all-inclusive resorts under one or more of Marriott's collection brands. In keeping with the Marriott Group's asset-light strategy, over time (and unlikely within 12 months of the Acquisition), IHLC also intends to market the Elegant hotels for sale, subject to long-term management agreements under which the Marriott Group would continue to manage the hotels. IHLC also intends that, upon such sale of the hotels, there will be no material impact on the continued employment of Elegant's property-based personnel.

Other items

Other than as described above, IHLC does not intend to make any changes with regard to the redeployment of Elegant's fixed assets. Owing to the nature of the business, Elegant has no research and development function.

Other than as described above, the Acquisition is not anticipated to have any impact on the business, employees or management of Marriott or IHLC.

IHLC's intention is to seek to cancel the admission of Elegant Shares to trading on AIM, as further described at paragraph 16 (Cancellation of admission to trading and re-registration of Elegant) below.

IHLC expects that the Elegant properties could generate savings due to the Marriott Group's economies of scale and operational efficiencies including from IT optimisation, supplier optimisation and other operational and infrastructure improvements.

14. Offer-related arrangements

Confidentiality Agreement

Marriott and Elegant entered into the Confidentiality Agreement pursuant to which Marriott undertook to keep confidential information relating to Elegant and not to disclose it to third parties (other than to permitted disclosees) unless required by law or regulation. These confidentiality obligations remain in force until a period of 12 months from the date of the Confidentiality Agreement. The Confidentiality Agreement also includes customary non-solicitation and standstill obligations on Marriott.

15. The Scheme

The Acquisition will be effected by a Court sanctioned scheme of arrangement between Elegant and the Scheme Shareholders under Part 26 of the Companies Act. The purpose of the Scheme is to provide for IHLC to become the owner of the entire issued and to be issued share capital of Elegant.

To become Effective, the Scheme requires, amongst other things:

-- the approval of a majority in number of the Elegant Shareholders who vote, representing not less than 75 per cent. in value of the Scheme Shares voted, either in person or by proxy, at the Court Meeting; and

-- the passing of the Resolutions at the General Meeting (to be held directly after the Court Meeting) necessary in order to implement the Scheme.

Once the resolutions have been passed at the Court Meeting and the General Meeting and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be sanctioned by the Court at the Court Hearing.

The Scheme will become Effective in accordance with its terms on delivery of a copy of the Court Order to the Registrar of Companies. Upon the Scheme becoming Effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or General Meeting, or whether they voted in favour of or against the Scheme.

The Scheme Document will include full details of the Scheme, including the expected timetable and the action to be taken by Elegant Shareholders. The Scheme will be governed by the laws of England and Wales and will be subject to the applicable requirements of the Code, the Takeover Panel, the AIM Rules, the London Stock Exchange and the FCA.

The Scheme Document, along with the notice of the Court Meeting and the General Meeting and the Forms of Proxy, will be published as soon as practicable and, in any event (save with consent of the Takeover Panel), within 28 days of this Announcement. Subject to certain restrictions relating to persons resident in Restricted Jurisdictions, the Scheme Document will also be made available on Marriott's website at https://www.marriott.com/investor and on Elegant's website at https://www.eleganthotelsgroup.com/investor-information/regulatory-news/.

At this stage, subject to the satisfaction or waiver of the Conditions and certain further terms set out in Appendix I, IHLC and Elegant currently expect the Acquisition to become Effective in late 2019.

If the Scheme does not become Effective on or before 11.59pm on the Long Stop Date (or such later date as IHLC and Elegant may, with the consent of the Takeover Panel and, if required, the Court, agree) it will lapse and the Acquisition will not proceed (unless the Takeover Panel otherwise consents).

IHLC reserves the right to elect, with the consent of the Takeover Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of Elegant as an alternative to the Scheme. In such event, the Takeover Offer will be implemented on the same terms or, if IHLC so decides, on such other terms being no less favourable in any respect (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Appendix I to this Announcement.

16. Cancellation of admission to trading and re-registration of Elegant

Prior to the Scheme becoming Effective, application will be made to the London Stock Exchange for admission of the Elegant Shares to trading on AIM to be cancelled immediately after the Acquisition takes place or promptly following thereafter. The last day of dealings in, and for registration of transfers of, Elegant Shares is expected to be on the Business Day immediately prior to the Court Hearing and no transfers will be registered after 6.00 p.m. on that date. No dealings in Elegant Shares will be registered after this date.

On the Effective Date, Elegant will become a wholly-owned subsidiary of IHLC and share certificates in respect of the Elegant Shares will cease to be valid and should be destroyed. In addition, entitlements to Elegant Shares held within the CREST system will be cancelled on the Effective Date.

It is also intended that, shortly after the Effective Date, Elegant will be re-registered as a private limited company under the relevant provisions of the Companies Act.

17. Disclosure of interests in Elegant

As at the close of business on the Last Practicable Date, save for the irrevocable undertakings referred to in paragraph 7 (Irrevocable undertakings for Elegant) above, none of IHLC or any director of IHLC or, so far as IHLC is aware, any person acting, or deemed to be acting, in concert with IHLC:

   --      had an interest in, or right to subscribe for, relevant securities of Elegant;

-- had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of Elegant;

-- had procured an irrevocable commitment or letter of intent to accept the terms of the Acquisition in respect of relevant securities of Elegant; or

-- had borrowed or lent, or was party to 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 Elegant.

Furthermore, save for the irrevocable undertakings described in paragraph 7 (Irrevocable undertakings for Elegant) above, no arrangement exists between IHLC or Elegant, or a person acting in concert with IHLC or Elegant, in relation to Elegant Shares. For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to Elegant Shares which may be an inducement to deal or refrain from dealing in such securities.

18. Overseas shareholders

The availability of the Acquisition and the distribution of this Announcement to Elegant Shareholders who are not resident in the UK may be affected by the laws of the relevant jurisdiction in which they are located. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Elegant Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

This Announcement does not constitute an offer for sale of any securities or an offer or an invitation to purchase any securities. Elegant Shareholders are advised to read carefully the Scheme Document and related Forms of Proxy once these have been despatched.

19. General

The Acquisition will be subject to the Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document and Forms of Proxy. It is expected that the Scheme Document, along with the notice of the Court Meeting and the General Meeting and the Forms of Proxy will be published not later than 28 days of this Announcement (or on such later date as may be agreed by the Takeover Panel).

PwC and Liberum have each given and not withdrawn their consent to the inclusion in this Announcement of the references to their respective names in the form and context in which they appear.

Appendix II contains details of sources of information and bases of calculations contained in this Announcement. Appendix III contains certain details relating to the irrevocable undertakings referred to in this Announcement. Appendix IV contains details of the Elegant Profit Forecast and the Elegant Profit Estimate. Appendix V contains definitions of certain terms used in this Announcement.

20. Documents on display

Copies of this Announcement and the following documents will, by no later than 12 noon on the Business Day following the date of this Announcement, be made available on Marriott's website at https://www.marriott.com/investor and on Elegant's website at https://www.eleganthotelsgroup.com/investor-information/regulatory-news/ until the Scheme becomes effective:

-- the irrevocable undertakings referred to in paragraph 7 (Irrevocable undertakings for Elegant) above and described in Appendix III to this Announcement;

-- the Confidentiality Agreement referred to in paragraph 14 (Offer-related arrangements) above; and

   --      the written consents referred to in paragraph 19 (General) above.

Enquiries:

 
 International Hotel Licensing Company S.à 
  r.l. 
  Connie Kim, Media Relations 
  Betsy Dahm, Investor Relations 
  Laura Paugh, Investor Relations                  +1 (301) 380 3000 
 PricewaterhouseCoopers LLP 
  (Financial adviser to Marriott and IHLC) 
  Simon Hampton 
  Jon Raggett                                        +44 (0) 20 7583 
  Samantha Ward                                                 5000 
                                                  ------------------ 
 Elegant Hotels Group plc 
  Simon Sherwood, Non-Executive Chairman 
  Sunil Chatrani, Chief Executive Officer 
  Jeff Singleton, Chief Financial Officer          +1 (246) 432 6500 
                                                  ------------------ 
 Liberum Capital Limited 
  (Financial adviser, nominated adviser and 
  broker to Elegant) 
  Clayton Bush 
  Chris Clarke 
  James Greenwood 
  Edward Phillips                                    +44 (0) 203 100 
  William Hall                                                  2222 
                                                  ------------------ 
 Powerscourt 
  (Financial PR to Elegant) 
  Rob Greening                                       +44 (0) 207 250 
  Lisa Kavanagh                                                 1446 
                                                  ------------------

Important notices

Further information

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and service of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date.

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

Overseas shareholders

Additional information for US investors

The Acquisition may, in the circumstances provided for in this Announcement, instead be carried out by way of a Takeover Offer under the laws of England and Wales. If IHLC exercises, with the consent of the Takeover Panel, its right to implement the Acquisition by way of a Takeover Offer, such Takeover Offer will be made in compliance with applicable US tender offer and US Federal securities laws and regulations, including the exemptions therefrom. In accordance with normal UK practice, IHLC or its nominees, or its brokers (acting as agents), may, from time to time, make certain purchases of, or arrangements to purchase, Elegant Shares outside of the United States, other than pursuant to the Acquisition, until the date on which the Acquisition becomes effective, lapses or is withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed, as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Forward-looking statements

Elegant Profit Forecast and the Elegant Profit Estimate

Other than the Elegant Profit Forecast and the Elegant Profit Estimate, no statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per ordinary share for Elegant, IHLC or Marriott for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for Elegant, IHLC or Marriott.

Right to switch to a Takeover Offer

Rule 2.9 disclosures

Publication on website and availability of hard copies

In accordance with Rule 26.1 of the Code, a copy of this Announcement will shortly be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Marriott's website at https://www.marriott.com/investor and on Elegant's website https://www.eleganthotelsgroup.com/investor-information/regulatory-news/ by no later than 12:00 noon on the Business Day following this Announcement. Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

Information relating to Elegant Shareholders

Rounding

Disclosure requirements of the Code

General

APPIX I

CONDITIONS OF THE ACQUISITION AND CERTAIN FURTHER TERMS

Part A: Conditions of the Scheme and the Acquisition

The Acquisition is conditional upon the Scheme becoming Effective by not later than 11.59 p.m. on the Long Stop Date.

   1.   The Scheme shall be subject to the following conditions:

(a) its approval by a majority in number of the Elegant Shareholders who are on the register of members of Elegant at the Voting Record Time and who are present and vote, whether in person or by proxy, at the Court Meeting (and at any separate class meeting which may be required by the Court) and who represent 75 per cent. in value of the Elegant Shares voted by those Elegant Shareholders on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date, if any, as IHLC and Elegant may agree and the Court may allow);

(b) the passing of the Resolutions by the requisite majority at the General Meeting to be held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date, if any, as IHLC and Elegant may agree and the Court may allow);

(c) the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to IHLC and Elegant) on or before the 22nd day after the expected date of the Court Hearing to be set out in the Scheme Document (or such later date, if any, as IHLC and Elegant may agree and the Court may allow); and

(d) the delivery of a copy of the Court Order to the Registrar of Companies.

2. In addition, subject as stated in Part B below and to the requirements of the Takeover Panel, the Acquisition shall be conditional upon the following Conditions and, accordingly, the Court Order shall not be delivered to the Registrar of Companies unless such Conditions (as amended by agreement between IHLC and Elegant, if appropriate) have been satisfied (and continue to be satisfied pending the commencement of the Court Hearing) or, where relevant, waived in writing by IHLC prior to the Scheme being sanctioned by the Court:

Regulatory approvals and clearances

(a) no Third Party having (A) threatened in writing or given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and (B) there not continuing to be outstanding any statute, regulation, decision or order, which in each such case would or might reasonably be expected to (in any case to an extent or in a manner which is material in the context of the Acquisition, the Wider Elegant Group or the Wider Marriott Group, in each case, taken as a whole):

(i) require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider Marriott Group or by any member of the Wider Elegant Group of all or any part of their respective businesses, assets, property or any shares or other securities (or the equivalent) in any member of the Wider Elegant Group or any member of the Wider Marriott Group or impose any limitation on the ability of all or any of them to conduct their respective businesses (or any part thereof) or to own, control or manage any of their respective assets or properties (or any part thereof) (in each case to an extent which is material in the context of the Wider Marriott Group or the Wider Elegant Group, in each case, taken as a whole);

(ii) except pursuant to Chapter 3 of Part 28 of the Companies Act, in the event that IHLC elects to implement the Acquisition by way of a Takeover Offer, require any member of the Wider Marriott Group or the Wider Elegant Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Elegant Group, the Wider Marriott Group or any asset owned by any Third Party (other than in connection with the implementation of the Acquisition) and in each case to an extent which is material in the context of the Wider Marriott Group or the Wider Elegant Group, in each case, taken as a whole);

(iii) impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Marriott Group, directly or indirectly, to acquire, hold or exercise effectively all or any rights of ownership in respect of shares or loans or securities convertible into shares or other securities (or the equivalent) in Elegant or on the ability of any member of the Wider Elegant Group or any member of the Wider Marriott Group, directly or indirectly, to hold or exercise effectively all or any material rights of ownership in respect of shares or loans or any other securities (or the equivalent) in, or to exercise voting or management control over, any other member of the Wider Elegant Group or the Wider Marriott Group;

(iv) except as Disclosed, result in any member of the Wider Elegant Group or any member of the Wider Marriott Group ceasing to be able to carry on business under any names under which it currently carries on business;

(v) make the Acquisition, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Elegant by any member of the Wider Marriott Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, prevent or prohibit, restrict, restrain or delay or otherwise interfere with the implementation of, or impose additional conditions or obligations with respect to, or otherwise challenge, materially impede or materially interfere with, or require material amendment to, the terms of the Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider Elegant Group by any member of the Wider Marriott Group;

(vi) impose any material limitation on, or result in material delay in, the ability of any member of the Wider Marriott Group or any member of the Wider Elegant Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider Marriott Group or the Wider Elegant Group in a manner which is material in the context of the Wider Marriott Group or the Wider Elegant Group, in each case, taken as a whole;

(vii) require any member of the Wider Elegant Group or the Wider Marriott Group to relinquish, terminate or amend in any material way any material contract to which any member of the Wider Elegant Group or the Wider Marriott Group is a party (in each case to an extent which is material in the context of the Wider Marriott Group or the Wider Elegant Group, in each case, taken as a whole);

(viii) result in any member of the Wider Elegant Group or any member of the Wider Marriott Group ceasing to be able to carry on business under any name under which it currently does so in any jurisdiction;

(ix) require any member of the Wider Marriott Group or any member of the Wider Elegant Group or any of their respective affiliates to: (A) invest, contribute or loan any capital or assets to; or (B) guarantee or pledge capital assets for the benefit of any member of the Wider Marriott Group or any member of the Wider Elegant Group, which in each such case or together is material and adverse in the context of any member of the Wider Marriott Group or any member of the Wider Elegant Group or in the context of the Acquisition;

(x) otherwise materially adversely affect all or any of the business, assets, liabilities, profits, financial or trading position or prospects of any member of the Wider Elegant Group or any member of the Wider Marriott Group, to an extent which is material in the context of the Wider Elegant Group or the Wider Marriott Group, in each case, taken as a whole,

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any Elegant Shares or other securities in, or control or management of, Elegant or otherwise intervene having expired, lapsed or been terminated;

Other regulatory approvals

(b) each Governmental Entity which regulates or licences any member of the Wider Elegant Group or any member of the Wider Marriott Group, and whose prior approval, consent or non-objection to any change in control, or acquisition of (or increase in) control in respect of that or any other member of the Wider Elegant Group or Wider Marriott Group is required, or any Governmental Entity, whose prior approval, consent or non-objection of the Acquisition is otherwise required, or from whom one or more material licences or permissions are required in order to complete the Acquisition, having given its approval, non-objection or legitimate deemed consent or consent in writing thereto and, as the case may be, having granted such licences and permissions (in each case where required and on terms reasonably satisfactory to IHLC), and in each case the impact of which would materially adversely affect the Wider Elegant Group or the Wider Marriott Group, in each case, taken as a whole, if not obtained;

Notifications, waiting periods and authorisations

(c) all notifications, filings or applications which are necessary or considered appropriate or desirable by IHLC (acting reasonably) having been made in connection with the Acquisition and all necessary waiting and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with, in each case, in respect of the Scheme and the Acquisition and all Authorisations which are necessary or deemed necessary or appropriate by IHLC (acting reasonably) in any relevant jurisdiction for or in respect of the Acquisition and, except pursuant to Chapter 3 of Part 28 of the Companies Act, the Acquisition or the proposed acquisition of any shares or other securities in, or control or management of, Elegant or any other member of the Wider Elegant Group by any member of the Wider Marriott Group having been obtained in terms and in a form reasonably satisfactory to IHLC from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Elegant Group or the Wider Marriott Group has entered into material contractual arrangements and all such Authorisations necessary, appropriate or desirable to carry on the business of any member of the Wider Elegant Group in any jurisdiction having been obtained in each case where the consequence of a failure to make such notification or filing or to wait for the expiry, lapse or termination of any such waiting or other time period or to comply with such obligation or obtain such Authorisation would be unlawful in any relevant jurisdiction or have a material adverse effect on the Wider Elegant Group or the Wider Marriott Group, in each case, taken as a whole, or on the ability of IHLC to implement the Acquisition and all such Authorisations remaining in full force and effect at the time at which the Acquisition becomes otherwise wholly unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

Elegant Shareholder resolution

(d) except with the consent or the agreement of IHLC, no resolution of Elegant Shareholders in relation to any acquisition or disposal of assets or shares (or the equivalent thereof) in any undertaking or undertakings (or in relation to any merger, demerger, consolidation, reconstruction, amalgamation or scheme) being passed at a meeting of Elegant Shareholders on or after the date of this Announcement, other than in relation to the Acquisition or the Scheme and, other than with the consent or the agreement of IHLC, no member of the Wider Elegant Group having taken (or agreed or proposed to take) any action on or after the date of this Announcement that requires, or would require, the consent of the Takeover Panel or the approval of Elegant Shareholders in accordance with, or as contemplated by, Rule 21.1 of the Code;

Certain matters arising as a result of any arrangement, agreement, etc.

(e) except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider Elegant Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject, or any event or circumstance which, as a consequence of the Acquisition or the acquisition or the proposed acquisition by any member of the Wider Marriott Group of any shares or other securities (or the equivalent) in Elegant or because of a change in the control or management of any member of the Wider Elegant Group or otherwise, would or might reasonably be expected to result in (in each case to an extent or in a manner which is material in the context of the Wider Elegant Group or the Wider Marriott Group, in each case, taken as a whole):

(i) any monies borrowed by, or any other indebtedness or liabilities, actual or contingent, of, or any grant available to, any such member being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) the creation, save in the ordinary course of business, or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of such member or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(iii) any such arrangement, agreement, lease, licence, franchise, permit or other instrument or the rights, liabilities, obligations or interests of any such member in or with any other person (or any arrangement or arrangements relating to any such interests or business) being adversely modified or adversely affected or any obligation or liability arising or any adverse action being, or becoming capable of being terminated taken or arising thereunder;

(iv) any liability of any such member to make any severance, termination, bonus or other payment to any of its directors or other officers;

(v) the rights, liabilities, obligations, interests or business of any such member or any member of the Wider Elegant Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any such member or any member of the Wider Elegant Group in or with any other person or body or firm or company (or any arrangement relating to any such interests or business) being or becoming capable of being terminated, or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(vi) any such member ceasing to be able to carry on business under any name under which it presently carries on business;

(vii) the financial or trading position or prospects of, any such member being materially prejudiced or materially and adversely affected;

(viii) the creation or acceleration of any material liability (actual or contingent) by any such member other than trade creditors or other liabilities incurred in the ordinary course of business; or

(ix) no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Elegant Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might result in any of the events or circumstances as are referred to in Conditions (e)(i) to (viii) above;

Certain events occurring since 30 September 2018

(f) except as Disclosed, and except, where relevant between Elegant and/or wholly owned subsidiaries of Elegant, no member of the Wider Elegant Group having since 30 September 2018:

(i) issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Elegant Shares out of treasury (except for the issue or transfer out of treasury of Elegant Shares on the exercise of share options or vesting of share awards in the ordinary course under the Elegant Share Plans);

(ii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise);

(iii) other than pursuant to the Acquisition (and except for transactions in the ordinary course of business), implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case to an extent which is material in the context of the Wider Elegant Group or the Wider Marriott Group, in each case, taken as a whole, or in the context of the Acquisition;

(iv) disposed of, or transferred, mortgaged or created any security interest over any material asset (including, but not limited to, any of Elegant's seven freehold hotels or its restaurant on the island of Barbados) or any right, title or interest in any material asset or authorised, proposed or announced any intention to do so in each case (other than Elegant's seven freehold hotels or its restaurant on the island of Barbados) which is material in the context of the Wider Elegant Group taken as a whole;

(v) issued, authorised or proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or incurred or increased any indebtedness which in any such case is material in the context of the Wider Elegant Group or the Wider Marriott Group, in each case, taken as a whole, or in the context of the Acquisition;

(vi) entered into or varied or authorised, proposed or announced its intention to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) except in the ordinary course of business which is of a long term, unusual or onerous nature or magnitude or which is or which involves or might reasonably be expected to involve an obligation of a nature or magnitude and which, in any such case, is material in the context of the Wider Elegant Group taken as a whole, or in the context of the Acquisition, or which is or is reasonably likely to impose a material restriction on the business of any member of the Wider Elegant Group or the Wider Marriott Group;

(vii) entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the Wider Elegant Group;

(viii) proposed, agreed to provide or modified in any material respect the terms of any share option scheme, incentive scheme or other benefit (which is material in the context of the Wider Elegant Group taken as a whole) relating to the employment or termination of employment of the employees (or any group of employees) of the Wider Elegant Group;

(ix) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or made any other change to any part of its share capital (except for the issue or transfer out of treasury of Elegant Shares on the exercise of share options or vesting of share awards under the Elegant Share Plans);

(x) waived, compromised or settled any claim which is material in the context of the Wider Elegant Group taken as a whole or in the context of the Acquisition;

(xi) terminated or varied the terms of any agreement or arrangement between any member of the Wider Elegant Group and any other person in a manner which would or might have a material adverse effect on the financial position of the Wider Elegant Group or the Wider Marriott Group, in each case, taken as a whole or in the context of the Acquisition;

(xii) made any material alteration to its memorandum, articles of association or other incorporation documents or any material alteration to the memorandum, articles of association or other incorporation documents of any other member of the Wider Elegant Group;

   (xiii)      made or agreed or consented to any significant change to:

(A) the terms of the trust deeds and rules constituting the pension scheme(s) established by any member of the Wider Elegant Group for its directors, employees or their dependants;

(B) the contributions payable to any such scheme(s) or to the benefits which accrue, or to the pensions which are payable, thereunder;

(C) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined;

(D) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued, made, agreed or consented to; or

(E) any arrangement of any member of the Wider Elegant Group providing for medical benefits to retired employees,

to an extent which in any such case is material in the context of the Wider Elegant Group or the Wider Marriott Group, in each case, taken as a whole or in the context of the Acquisition;

(xiv) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business which is material in the context of the Wider Elegant Group or the Wider Marriott Group, in each case, taken as a whole or in the context of the Acquisition;

(xv) (other than in respect of a member of the Wider Elegant Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(xvi) made, authorised, proposed or announced an intention to propose any change in its loan capital, other than in the ordinary course of business consistent with past practice;

(xvii) entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities, which in any such case is material in the context of the Wider Elegant Group or the Wider Marriott Group, in each case, taken as a whole, or in the context of the Acquisition; or

(xviii) entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition (f);

No adverse change, litigation, regulatory enquiry or similar

(g) except as Disclosed, since 30 September 2018, there having been:

(i) no adverse change and no circumstance having arisen which would reasonably be expected to result in any adverse change in, the business, assets, liabilities, shareholders' equity, financial or trading position or profits, operational performance or prospects of any member of the Wider Elegant Group which is material in the context of the Wider Elegant Group or the Wider Marriott Group, in each case, taken as a whole or in the context of the Acquisition;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Elegant Group is or may become a party (whether as a claimant, defendant or otherwise) having been threatened, announced, implemented or instituted by or against or remaining outstanding against or in respect of, any member of the Wider Elegant Group, in each case which would reasonably be expected to have a material adverse effect on the Wider Elegant Group or the Wider Marriott Group, in each case, taken as a whole or in the context of the Acquisition;

(iii) no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Elegant Group (or any person in respect of which any such member has or may have responsibility or liability) having been threatened, announced, implemented or instituted or remaining outstanding by, against or in respect of any member of the Wider Elegant Group, in each case, which would reasonably be expected to have a material adverse effect on the Wider Elegant Group or the Wider Marriott Group, in each case, taken as a whole or in the context of the Acquisition;

(iv) no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Elegant Group (or any person in respect of which any such member has or may have responsibility or liability) in relation to any data breaches having been threatened, announced, implemented or instituted or remaining outstanding by, against or in respect of any member of the Wider Elegant Group, in each case, which would reasonably be expected to have a material adverse effect on the Wider Elegant Group or the Wider Marriott Group, in each case, taken as a whole or in the context of the Acquisition;

(v) no contingent or other liability having arisen or become apparent to IHLC or increased other than in the ordinary course of business which is reasonably likely to affect adversely the business, assets, financial or trading position or profits of any member of the Wider Elegant Group to an extent which is material in the context of the Wider Elegant Group or the Wider Marriott Group, in each case, taken as a whole or in the context of the Acquisition; and

(vi) no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Elegant Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which would reasonably be expected to have a material adverse effect on the Wider Elegant Group or the Wider Marriott Group, in each case, taken as a whole or in the context of the Acquisition;

No discovery of certain matters regarding information and liabilities, corruption and intellectual property

(h) except as Disclosed, IHLC not having discovered that:

(i) any financial, business or other information concerning the Wider Elegant Group announced publicly and delivered by or on behalf of Elegant through a RIS prior to the date of this Announcement or publicly disclosed to any member of the Wider Marriott Group by or on behalf of any member of the Wider Elegant Group prior to the date of this Announcement is misleading, contains a misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading, in any such case which is material in the context of the Wider Elegant Group or the Wider Marriott Group, in each case, taken as a whole or in the context of the Acquisition;

(ii) any member of the Wider Elegant Group or any partnership, company or other entity in which any member of the Wider Elegant Group has a significant economic interest and which is not a subsidiary undertaking of Elegant, otherwise than in the ordinary course of business, is subject to any liability, contingent or otherwise, and which is material in the context of the Wider Elegant Group or the Wider Marriott Group, in each case, taken as a whole or in the context of the Acquisition;

(iii) any present member, director, officer or employee of the Wider Elegant Group (or any past member, director, officer or employee of the Wider Elegant Group during their time as such a member, director, officer or employee), or any other person for whom any such person is liable or responsible, has not complied with the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and any laws implementing the same, the UK Bribery Act 2010 and/or the US Foreign Corrupt Practices Act of 1977;

(iv) any present member, director, officer or employee of the Wider Elegant Group (or any past member, director, officer or employee of the Wider Elegant Group during their time as such a member, director, officer or employee), or any other person for whom any such person is liable or responsible, has engaged in any business with or made any investment in, or made any payments to: (A) any government, entity or individual with which US or EU persons are prohibited from engaging in activities or doing business by US or EU laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control, or (B) any government, entity or individual targeted by any of the economic sanctions of the United Nations or the European Union or any of the member states of the European Union;

(v) any material asset of any member of the Wider Elegant Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition); or

(vi) since 30 September 2018, none of the following circumstances having arisen or event having occurred in relation to any intellectual property owned or used by the Wider Elegant Group or licensed by the Wider Elegant Group to any third parties: (A) any member of the Wider Elegant Group losing its title to any intellectual property or any intellectual property owned by the Wider Elegant Group being revoked, cancelled or declared invalid; (B) any agreement regarding the use of any intellectual property licensed to or by any member of the Wider Elegant Group being terminated or varied; or (C) any claim being filed suggesting that any member of the Wider Elegant Group infringed the intellectual property rights of a third party or any member of the Wider Elegant Group being found to have infringed the intellectual property rights of a third party, in each case which is material in the context of the Wider Elegant Group or the Wider Marriott Group, in each case, taken as a whole or in the context of the Acquisition and which is not in the ordinary course of business.

Part B: Certain further terms of the Acquisition

1. Subject to the requirements of the Takeover Panel, IHLC reserves the right in its sole discretion to waive (if capable of waiver) in whole or part:

(a) any of the Conditions set out in the above Condition 1 of Part A relating to the timing of the Court Meeting, the General Meeting and the sanctioning of the Scheme. If any of the deadlines for those events are not met, IHLC shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with Elegant to extend the deadline in relation to the relevant Condition; and

(b) all or any of the above Conditions 2(a)(Regulatory approvals and clearances) to (h)(No discovery of certain matters regarding information and liabilities, corruption and intellectual property) of Part A (inclusive).

2. Conditions 2(a)(Regulatory approvals and clearances) to (h)(No discovery of certain matters regarding information and liabilities, corruption and intellectual property) of Part A (inclusive) must be fulfilled or waived by no later than 11:59 p.m. on the date immediately preceding the date of the Court Hearing, failing which the Scheme will lapse or, if the Acquisition is implemented by way of a Takeover Offer, no later than as permitted by the Takeover Panel. IHLC shall be under no obligation to waive or treat as fulfilled any of the Conditions which are capable of being waived by a date earlier than the latest date specified above for the fulfilment or waiver thereof, notwithstanding that any such Condition or other Conditions of the Scheme and the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

3. Under Rule 13.5 of the Code, IHLC may not invoke a Condition so as to cause the Acquisition not to proceed, to lapse or be withdrawn, unless the circumstances which give rise to the right to invoke the Condition are of material significance to IHLC in the context of the Acquisition. Condition 1 of Part A (and, if applicable, any acceptance condition adopted on the basis specified in paragraph 5 below in relation to any Takeover Offer) are not subject to this provision of the Code.

4. If IHLC is required by the Takeover Panel to make an offer for Elegant Shares under the provisions of Rule 9 of the Code, IHLC may make such alterations to the Conditions and certain further terms of the Acquisition as are necessary to comply with the provisions of that Rule.

5. IHLC reserves the right to elect (with the consent the Takeover Panel) to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In such event, the Takeover Offer will be implemented on the same terms or, if IHLC so decides, on such other terms being no less favourable in any respect (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme. The acceptance condition would be set at 90 per cent. of the shares to which such Takeover Offer relates (or such lesser percentage as IHLC may decide with the consent of the Takeover Panel provided that if it became or was declared unconditional in all respects, the Takeover Offer would result in IHLC holding Elegant Shares carrying greater than 50 per cent. of the voting rights in Elegant). Further, if sufficient acceptances of the Takeover Offer are received and/or sufficient Elegant Shares are otherwise acquired, it is the intention of IHLC to apply the provisions of the Companies Act to compulsorily acquire any outstanding Elegant Shares to which such Takeover Offer relates.

   6.   The Acquisition will lapse (unless otherwise agreed with the Takeover Panel) if:

(a) in so far as the Acquisition or any matter arising from or relating to the Scheme or Acquisition constitutes a concentration with a community dimension within the scope of the Merger Regulation, the European Commission either initiates proceedings under Article 6(1)(c) of the Merger Regulation or makes a referral to a competent authority of the United Kingdom under Article 9(1) of the Merger Regulation and there is then a CMA Phase 2 Reference; or

(b) in so far as the Acquisition or any matter arising from the Scheme or Acquisition does not constitute a concentration with a community dimension within the scope of the Merger Regulation, the Scheme or Acquisition or any matter arising from or relating to the Acquisition becomes subject to a CMA Phase 2 Reference,

in each case, before the date of the Court Meeting.

7. Subject to paragraph 8 below, the Elegant Shares shall be acquired by IHLC, with full title guarantee, fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights and interests whatsoever and together with all rights existing at the date of this Announcement 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 date of this Announcement in respect of the Elegant Shares.

8. If any dividend or other distribution in respect of the Elegant Shares is declared, paid or made on or after the date of this Announcement but prior to the Effective Date, IHLC reserves the right to reduce the consideration payable for each Elegant Share under the terms of the Acquisition by the amount per Elegant Share of such dividend or distribution, in which case any reference in this Announcement or in the Scheme Document to the offer consideration for the Elegant Shares will be deemed to be a reference to the offer consideration as so reduced. Any exercise by IHLC 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 Offer. If IHLC exercises this right to make such a reduction in respect of a dividend or distribution, Elegant Shareholders will be entitled to receive and retain that dividend or distribution.

9. The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom and any Elegant Shareholders who are not resident in the United Kingdom will need to inform themselves about and observe any applicable requirements.

10. Unless otherwise determined by IHLC or required by the Code and permitted by applicable law and regulations, the Acquisition is not being, and will not be, made, directly or indirectly, in, into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

11. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

12. This Announcement and any rights or liabilities arising hereunder, the Acquisition, the Scheme and the Forms of Proxy will be governed by the laws of England and Wales and will be subject to the jurisdiction of the courts of England. The Acquisition shall be subject to the applicable requirements of the Code, the Takeover Panel, the AIM Rules and the FCA.

APPIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

1. Unless otherwise stated, the financial information on Elegant is extracted from Elegant's Annual Report and Accounts for the year ended 30 September 2018 and Elegant's half year report for the six months ended 31 March 2019.

2. The value attributed to the existing issued and to be issued share capital of Elegant is based upon 88,815,789 Elegant Shares in issue on the Last Practicable Date and assuming an additional 2,847,282 Elegant Shares to be issued pursuant to outstanding share options under the Elegant Share Plans.

3. The Closing Price and average Closing Prices of an Elegant Share are derived from data provided by Iress Limited.

4. The enterprise value of Elegant is based on Elegant's fully diluted share capital (as set out in paragraph 2 above), applying the Offer Price, plus Elegant's total net debt of $68.9 million as at 31 March 2019 as set out in Elegant's most recent half year report for the six months ended 31 March 2019.

5. An exchange rate of USD 1.29 to GBP 1 has been used, being the USD/GBP exchange rate as at 5.00 p.m London time on 17 October 2019, sourced from Reuters.

APPIX III

DETAILS OF IRREVOCABLE UNDERTAKINGS

IHLC has received irrevocable undertakings in respect of a total of 14,878,641 Elegant Shares (representing approximately 16.75 per cent. of the Elegant Shares in issue as at the Last Practicable Date):

Elegant Directors' irrevocable undertakings

 
                                        Per cent. of Elegant 
                                             Shares in issue 
                                              as at the Last 
                    Number of Elegant       Practicable Date 
 Name                Shares                              (%) 
 Sunil Chatrani             1,849,389                   2.08 
 Luke Johnson              11,100,000                  12.50 
 Simon Sherwood             1,929,252                   2.17 
 Total                     14,878,641                  16.75

The following Elegant Directors have also undertaken (in the case of Simon Sherwood and Sunil Chatrani, in the same document as referred to above) to accept proposals to be made to them in relation to the share options granted to them under the Elegant Share Plans over the number of Elegant Shares specified below or to exercise in full the relevant options and vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, if IHLC exercises, with the consent of the Takeover Panel, its right to implement the Acquisition by way of Takeover Offer, to accept such offer) in respect of all the Elegant Shares that the Elegant Directors receive on exercise as follows:

 
 Name               Number of Elegant Shares under option 
 Sunil Chatrani                                   798,993 
 Simon Sherwood                                   106,572 
 Jeff Singleton                                   363,491 
 Total                                          1,269,056

The irrevocable undertakings from the Elegant Directors will only cease to be binding if:

-- the Acquisition is withdrawn or lapses (other than as a result of IHLC switching to a Takeover Offer rather than a Scheme or vice versa) and no new, revised or replacement offer is announced in accordance with Rule 2.7 of the Code at the same time; or

-- a person other than IHLC makes a takeover offer under the Code for the Elegant Shares and such competing offer becomes unconditional as to acceptances.

APPIX IV

ELEGANT PROFIT STATEMENTS

In Elegant's half year results announcement for the six months ended 31 March 2019, published on 8 May 2019, Elegant made the following statement:

On 9 July 2019, in Elegant's update on Hodges Bay Resort & Spa in Antigua announcement, Elegant made the following statement:

"The Group's outlook for FY2019 and FY2020 remains unchanged".

The statements above constitute a profit estimate in respect of the year ended 30 September 2019 (the "Elegant Profit Estimate") and a profit forecast in respect of the year ending 30 September 2020 (the "Elegant Profit Forecast") for the purposes of Rule 28 of the Code (together the "Elegant Profit Statements"). The Elegant Profit Statements were made before Elegant was approached by IHLC and Marriott and, accordingly, the requirements of Rule 28.1(c) of the Code apply in relation to them.

Based on analyst forecasts, the market consensus EBITDA forecast for the years ending 30 September 2019 and 30 September 2020 are $20.10 million and $20.67 million respectively.

Basis of preparation

The Elegant Profit Statements are based on the unaudited management accounts of Elegant for August 2019 and Elegant's budget for the financial year ending 30 September 2020.

In accordance with Rule 28.1(c) of the Code, the Elegant Directors confirm that the Elegant Profit Statements remain valid and confirm that the Elegant Profit Statements have been properly compiled and prepared on a basis consistent with the current accounting policies of Elegant and the assumptions stated below. The Elegant Profit Statements exclude the costs and the impact of the Acquisition.

Assumptions

In confirming the Elegant Profit Statements, the Elegant Directors have made the following assumptions:

Assumptions outside of Elegant's influence or control:

-- there will be no material adverse change to Elegant's business model or market environment before 30 September 2020;

-- there will be no material changes to prevailing global macroeconomic or political conditions;

-- there will be no business disruptions that materially affect Elegant, its customers, operations, supply chains or labour supply, including natural disasters, acts of terrorism and/or cyber-attacks;

-- the main exchange, inflation and tax rates in Elegant's principal market of Barbados will remain materially unchanged from the prevailing rates;

-- there will be no material adverse events that will have a significant impact on Elegant's financial performance; and

-- there will be no material changes in legislation or regulatory requirements impacting on Elegant's operations or its accounting policies.

Assumptions within Elegant's influence or control:

   --      there will be no material adverse change in the existing operational strategy of Elegant;

-- there will be no material strategic investments or capital expenditure by Elegant in addition to those already planned; and

-- there are no acquisitions or disposals that have been committed that would have a material effect on the Group's outlook.

Elegant Directors' confirmation:

The Elegant Directors have considered the Elegant Profit Statements and confirm that they remain valid as at the date of this Announcement, that they have been properly compiled on the basis of the assumptions set out above and that the basis of the accounting policies used is consistent with the accounting policies of Elegant for the 12 months ending 30 September 2018, and in accordance with IFRS. Based on analyst forecasts, the market consensus EBITDA forecast for the years ending 30 September 2019 and 30 September 2020 are $20.10 million and $20.67 million respectively.

APPIX V

DEFINITIONS

In this Announcement, the following words and expressions have the following meanings, unless the context requires otherwise:

 
 Acquisition                   the recommended offer to be made by IHLC 
                                to acquire the entire issued and to be 
                                issued ordinary share capital of Elegant 
                                which offer is proposed to be effected 
                                by means of the Scheme (or, if IHLC so 
                                elects and subject to the consent of 
                                the Takeover Panel, a Takeover Offer) 
                                on the terms and subject to the conditions 
                                set out in this Announcement and to be 
                                set out in the Scheme Document; 
 AIM                           the AIM, a market operated by the London 
                                Stock Exchange; 
 AIM Rules                     the rules of AIM as set out in the 'Aim 
                                Rules for Companies' and the 'AIM Rules 
                                for Nominated Advisers' issued by the 
                                London Stock Exchange from time to time 
                                relating to AIM traded securities and 
                                the operation of AIM; 
 Announcement                  this announcement of the Acquisition 
                                made in accordance with Rule 2.7 of the 
                                Code; 
 Authorisations                authorisations, orders, recognitions, 
                                grants, consents, clearances, confirmations, 
                                certificates, licences, permissions, 
                                determinations, exemptions or approvals; 
 Business Day                  a day, other than a Saturday, Sunday, 
                                public holiday or bank holiday, on which 
                                banks are generally open for normal business 
                                in the City of London; 
 Closing Price                 the closing middle market quotation for 
                                an Elegant Share at the close of business 
                                on the day to which such price relates, 
                                as derived from data provided by Iress 
                                Limited; 
 CMA                           the UK Competition and Markets Authority, 
                                being the independent body which conducts 
                                inquiries into mergers, markets and the 
                                regulation of the major regulated industries 
                                in the United Kingdom (or any successor 
                                body or bodies carrying out the same 
                                functions in the United Kingdom from 
                                time to time); 
 CMA Phase 2 Reference         a reference pursuant to sections 22, 
                                33, 45 or 62 of the Enterprise Act 2002 
                                (as amended) of the Acquisition to the 
                                chair of the CMA for the constitution 
                                of a group under Schedule 4 to the Enterprise 
                                and Regulatory Reform Act 2013; 
 Code                          the City Code on Takeovers and Mergers; 
 Companies Act                 the UK Companies Act 2006; 
 Conditions                    the conditions to the implementation 
                                of the Acquisition, which are set out 
                                in Appendix I to this Announcement and 
                                to be set out in the Scheme Document; 
 Confidentiality Agreement     the confidentiality agreement entered 
                                into by Marriott and Elegant on 26 July 
                                2019; 
 Court                         the High Court of Justice in England 
                                and Wales; 
 Court Hearing                 the hearing by the Court to sanction 
                                the Scheme and, if such hearing is adjourned, 
                                references to the commencement of any 
                                such hearing shall mean the commencement 
                                of the final adjournment thereof;

 Court Meeting                 the meeting (or any adjournment, postponement 
                                or reconvention thereof) of Elegant Shareholders 
                                (or the relevant class or classes thereof) 
                                to be convened by order of the Court 
                                pursuant to Part 26 of the Companies 
                                Act to consider and, if thought fit, 
                                approve the Scheme (with or without modification); 
 Court Order                   the order of the Court sanctioning the 
                                Scheme; 
 CREST                         the relevant system (as defined in the 
                                Regulations) in respect of which Euroclear 
                                UK & Ireland is the Operator (as defined 
                                in the Regulations) in accordance with 
                                which securities may be held and transferred 
                                in uncertified form; 
 Dealing Disclosure            has the same meaning as in Rule 8 of 
                                the Code; 
 Disclosed                     (a) matters fairly disclosed in the information 
                                made available to Marriott, IHLC (or 
                                Marriott's or IHLC's advisers) in the 
                                data room established by Elegant for 
                                the purposes of the Acquisition; 
                                (b) information fairly disclosed in writing 
                                by or on behalf of Elegant to Marriott 
                                or IHLC prior to the date of this Announcement 
                                in relation to the Acquisition; 
                                (c) information included in the annual 
                                report and accounts of the Elegant Group 
                                for the financial years ended 30 September 
                                2018 and 30 September 2017; 
                                (d) information included in the unaudited 
                                interim results of the Elegant Group 
                                for the six months ended 31 March 2019; 
                                (e) information disclosed in a public 
                                announcement to an RIS made by Elegant 
                                prior to the date of this Announcement; 
                                or 
                                (f) disclosed in this Announcement; 
 Disclosure Table              the disclosure table on the Takeover 
                                Panel's website at www.thetakeoverpanel.org.uk; 
 Effective                     in the context of the Acquisition: (a) 
                                if the Acquisition is implemented by 
                                way of a Scheme, the Scheme having become 
                                effective in accordance with its terms, 
                                upon the delivery of the court order 
                                to the Registrar of Companies; or (b) 
                                if the Acquisition is implemented by 
                                way of a Takeover Offer, the Takeover 
                                Offer having been declared or become 
                                unconditional in all respects in accordance 
                                with the requirements of the Code; 
 Effective Date                the date upon which: (a) the Scheme becomes 
                                Effective; or (b) if IHLC elects, with 
                                the consent of the Takeover Panel, to 
                                implement the Acquisition by way of a 
                                Takeover Offer, the Takeover Offer becomes 
                                Effective; 
 Elegant                       Elegant Hotels Group plc; 
 Elegant's Articles            Elegant's Articles of Association adopted 
                                and filed with Companies House on the 
                                date of this Announcement; 
 Elegant Directors             the directors of Elegant from time to 
                                time; 
 Elegant Group                 Elegant and its subsidiaries and subsidiary 
                                undertakings; 
 Elegant Profit Estimate       has the meaning given to such term in 
                                Appendix IV to this Announcement; 
 Elegant Profit Forecast       has the meaning given to such term in 
                                Appendix IV to this Announcement; 
 Elegant Profit Statements     has the meaning given to such term in 
                                Appendix IV to this Announcement; 
 Elegant Shareholders          the holders of Elegant Shares; 
 Elegant Share Plans           the Elegant Employee Long Term Incentive 
                                Plan adopted on 8 May 2015 (and amended 
                                on 10 April 2018) and the Elegant Non-Employee 
                                Long Term Incentive Plan adopted on 8 
                                May 2015; 
 Elegant Shares                ordinary shares of 1 pence each in the 
                                capital of Elegant; 
 Exchange Act                  the United States Securities Exchange 
                                Act of 1934, as amended; 
 Excluded Shares               (i) any Elegant Shares legally or beneficially 
                                held by Marriott or any member of the 
                                Marriott Group; and (ii) any Treasury 
                                Shares; 
 FCA                           the UK Financial Conduct Authority or 
                                its successor from time to time; 
 Forms of Proxy                the forms of proxy for use at the Court 
                                Meeting and the General Meeting respectively, 
                                which shall accompany the Scheme Document; 
 FSMA                          the Financial Services and Markets Act 
                                2000, as amended; 
 General Meeting               the general meeting (or any adjournment, 
                                postponement or reconvention thereof) 
                                of Elegant Shareholders to be convened 
                                in connection with the Acquisition; 
 Governmental Entity           any supranational, national, state, municipal, 
                                local or foreign government, any instrumentality, 
                                subdivision, court, arbitrator or arbitrator 
                                panel, regulatory or administrative agency 
                                or commission, or other authority thereof, 
                                or any regulatory or quasi-regulatory 
                                organisation or private body exercising 
                                any regulatory, taxing, importing or 
                                other governmental or quasi-governmental 
                                authority; 
 IFRS                          International Financial Reporting Standards, 
                                as adopted by the European Union; 
 IHLC                          International Hotel Licensing Company 
                                S.à r.l., an indirect wholly-owned 
                                subsidiary of Marriott; 
 Last Practicable Date         17 October 2019 (being the last Business 
                                Day prior to the date of this Announcement); 
 Liberum                       Liberum Capital Limited; 
 London Stock Exchange         London Stock Exchange Group Plc; 
 Long Stop Date                28 February 2020 or such later date (if 
                                any) as IHLC and Elegant may, with the 
                                consent of the Takeover Panel, agree 
                                and (if required) the Court may allow; 
 Market Abuse Regulation       Regulation (EU) No 596/2014 of the European 
  or MAR                        Parliament and of the Council of 16 April 
                                2014; 
 Marriott                      Marriott International, Inc., a company 
                                incorporated in Delaware; 
 Marriott Group                Marriott and its subsidiaries and subsidiary 
                                undertakings; 
 Merger Regulation             Council Regulation (EC) No 139/2004; 
 Offer Price                   the consideration payable for each Elegant 
                                Share under the Acquisition, being 110 
                                pence in cash; 
 Opening Position Disclosure   has the same meaning as in Rule 8 of 
                                the Code; 
 PwC                           PricewaterhouseCoopers LLP and its corporate 
                                advisory affiliates; 
 Registrar of Companies        the Registrar of Companies in England 
                                and Wales; 
 Regulations                   the Uncertificated Securities Regulations 
                                2001 (SI 2001/3755); 
 Resolutions                   the shareholder resolutions to be proposed 
                                by the Elegant Directors at the General 
                                Meeting in connection with the amendment 
                                of Elegant's Articles (including, without 
                                limitation, the adoption and inclusion 
                                of a new article under which any Elegant 
                                Shares issued or transferred after the 
                                General Meeting shall either be subject 
                                to the Scheme or (after the Effective 
                                Date) be immediately transferred to IHLC

                                (or as it may direct) in exchange for 
                                the same consideration as is due under 
                                the Scheme) and such other matters (if 
                                any) as may be necessary to implement 
                                the Acquisition; 
 Restricted Jurisdiction       any jurisdiction where local laws or 
                                regulations may result in a significant 
                                risk of civil, regulatory or criminal 
                                exposure if information concerning the 
                                Acquisition is sent or made available 
                                to Elegant Shareholders in that jurisdiction; 
 RIS                           a service approved by the London Stock 
                                Exchange for the distribution to the 
                                public of announcements and included 
                                within the list maintained on the London 
                                Stock Exchange's website; 
 Scheme                        the proposed scheme of arrangement under 
                                Part 26 of the Companies Act to effect 
                                the Acquisition between Elegant and the 
                                Scheme Shareholders (the full terms of 
                                which will be set out in the Scheme Document), 
                                with or subject to any modification, 
                                addition or condition which IHLC and 
                                Elegant may agree, and, if required, 
                                the Court may approve or impose; 
 Scheme Document               the document to be despatched to (amongst 
                                others) Elegant Shareholders containing, 
                                amongst other things, the terms and conditions 
                                of the Scheme and the notices convening 
                                the Court Meeting and the General Meeting; 
 Scheme Record Time            the time and date to be specified in 
                                the Scheme Document, expected to be 6:00 
                                p.m. on the Business Day immediately 
                                after the Court Hearing; 
 Scheme Shareholders           holders of Scheme Shares; 
 Scheme Shares                      the Elegant Shares: 
                                     (a) in issue at the date of the Scheme 
                                     Document; 
 
                                     (b) (if any) issued after the date of 
                                     the Scheme Document and prior to the 
                                     Voting Record Time; and 
 
                                     (c) (if any) issued at or after the Voting 
                                     Record Time but at or before the Scheme 
                                     Record Time in respect of which the original 
                                     or any subsequent holder thereof is bound 
                                     by the Scheme or shall by such time have 
                                     agreed in writing to be bound by the 
                                     Scheme, 
                                     in each case other than any Excluded 
                                     Shares; 
 SEC                           the United States Securities and Exchange 
                                Commission; 
 Securities Act                the United States Securities Act of 1933, 
                                as amended; 
 Takeover Offer                should the Acquisition be implemented 
                                by way of a takeover offer as defined 
                                in section 974 of the Companies Act, 
                                the offer to be made by or on behalf 
                                of IHLC to acquire the entire issued 
                                and to be issued ordinary share capital 
                                of Elegant and, where the context requires, 
                                any subsequent revision, variation, extension 
                                or renewal of such offer; 
 Takeover Panel                the UK Panel on Takeovers and Mergers; 
 Third Party                   each of a central bank, government or 
                                governmental, quasi-governmental, supranational, 
                                statutory, regulatory, professional or 
                                investigative body or authority (including 
                                any antitrust or merger control authority), 
                                court, trade agency, professional association, 
                                institution, works council, employee 
                                representative body or any other similar 
                                body or person in any jurisdiction; 
 Treasury Shares               any Elegant Shares which are for the 
                                time being held by Elegant as treasury 
                                shares (within the meaning of the Companies 
                                Act); 
 United Kingdom or             the United Kingdom of Great Britain and 
  UK                            Northern Ireland; 
 United States or US           the United States of America, its territories 
  or USA or United States       and possessions, all areas subject to 
  of America                    its jurisdiction or any subdivision thereof, 
                                any state of the United States of America 
                                and the District of Columbia; 
 Voting Record Time            the date and time specified in the Scheme 
                                Document by reference to which entitlements 
                                to vote on the Scheme will be determined, 
                                expected to be 8.00 p.m. on the day which 
                                is two days before the date of the Court 
                                Meeting or, if the Court Meeting is adjourned, 
                                8.00 p.m. on the second day before the 
                                date of such adjourned meeting; 
 Wider Elegant Group           Elegant, its parent undertakings and 
                                its and such parent undertakings' subsidiary 
                                undertakings, and any other body corporate, 
                                partnership, joint venture or person 
                                in which Elegant and/or such undertakings 
                                (aggregating their interests) have an 
                                interest of more than 20 per cent. of 
                                the voting or equity capital or the equivalent; 
 Wider Marriott Group          Marriott International, Inc., and its 
                                subsidiary undertakings, and any other 
                                body corporate, partnership, joint venture 
                                or person in which Marriott International, 
                                Inc. and/or such undertakings (aggregating 
                                their interests) have an interest of 
                                more than 20 per cent. of the voting 
                                or equity capital or the equivalent; 
 GBP or GBP or pence           pounds sterling or pence, the lawful 
  or sterling                   currency of the United Kingdom; and 
 $ or USD                      US dollars, the lawful currency of the 
                                United States.

In this Announcement:

   (a)        all times referred to are to London time unless otherwise stated;

(b) references to the singular include the plural and vice versa, unless the context otherwise requires;

(c) "subsidiary", "subsidiary undertaking" and "undertaking" have the meanings given by the Companies Act and "associated undertaking" has the meaning given to it by paragraph 19 of Schedule 6 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, other than paragraph 1(b) thereof which shall be excluded for this purpose; and

(d) all references to statutory provision or law or to any order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom.

103539772.1

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

END

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October 18, 2019 02:00 ET (06:00 GMT)

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