Investors & Media

Millennium & Copthorne Offer

Disclaimer - Important

RECOMMENDED PRE-CONDITIONAL FINAL CASH OFFER BY CITY DEVELOPMENTS LIMITED FOR MILLENNIUM & COPTHORNE HOTELS PLC

Recommended pre-conditional final cash offer (the “Final Offer”) by Agapier Investments Limited (“Offeror”), a wholly owned subsidiary of City Developments Limited (“CDL”) for Millennium & Copthorne Hotels plc (“Offeree”)

You are attempting to enter the section of the CDL website which is designated for the publication of electronic versions of materials relating to the Final Offer.

ACCESS TO THIS SECTION OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THIS SECTION OF THE WEBSITE. THIS SECTION OF THE WEBSITE IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY WHICH OFFEROR REGARDS AS UNDULY ONEROUS.

THIS SECTION OF THE WEBSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY OFFEROR AND/OR OFFEREE RELATING TO THE FINAL OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

Please read this notice carefully – it applies to all persons who view this section of the website and, depending upon who you are and where you live, it may affect your rights. This notice and the information contained herein may be altered or updated from time to time, and should be read in full carefully each time you visit this section of the website. In addition, the contents of this section of the website may be amended at any time, in whole or in part, at our sole discretion.

Nothing in this section of the website, nor anything which can be downloaded from it, is intended to, and does not, constitute or form any part of an offer for sale or subscription or any solicitation for any offer to purchase or subscribe for any securities, or the solicitation of any votes attaching to securities which are the subject of the Final Offer in any jurisdiction in which such offer or solicitation is unlawful.

The full terms and conditions of the Final Offer will be set out in the formal Offer Document. In deciding whether or not to vote in favour of the Final Offer, Offeree shareholders should rely only on the information contained the formal Offer Document.

Terms defined in the announcement of the Final Offer dated 7 June 2019 shall have the same meaning when used in this notice.

Access to this section of the website

To allow you to view the Information, you must read this notice in its entirety and then click “CONFIRM”. If you are unable to confirm you must click “DECLINE”.

Overseas Persons

Viewing the Information you are seeking to access may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view the Information. Any persons outside the United Kingdom who wish to view the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves about, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction.

If you are not a resident of or located in a Restricted Jurisdiction, you may access any communication or document in relation to the Final Offer but you are responsible for first satisfying yourself as to the full observance of the laws and regulatory requirements of your jurisdiction. If you are not permitted to view any communication or document in relation to the Final Offer by virtue of applicable laws or regulatory requirements, please exit this section of the website.

The Final Offer is being made for the securities of Offeree, a company incorporated under the laws of England and Wales, and is expected to be made in the United States in compliance with, and reliance on, the relevant provisions of Section 14(e) of the US Securities Exchange Act of 1934 (the "Exchange Act") and Regulation 14E thereunder and the exemption provided by Rule 14d-1(d) under the Exchange Act. The Final Offer will be made in the United States by Offeror and/or a wholly owned subsidiary and no one else.

The Final Offer is subject to disclosure and procedural requirements of the United Kingdom which are different from those in the United States. In addition, the payment and settlement procedures with respect to the Final Offer will comply with the relevant United Kingdom rules, which differ from United States payment and settlement procedures. Neither the US Securities and Exchange Commission, nor any securities commission of any state of the United States has approved the Offer, passed upon the fairness of the Offer or passed upon the adequacy or accuracy of any information in this section of the website. Any representation to the contrary is a criminal offence in the United States.

It may be difficult for US holders of shares in the Offeror or the Offeree to enforce their rights and claims arising out of the US federal securities laws, since CDL, the Offeror and the Offeree are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. Holders in the United States may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgment.

In accordance with normal UK market practice, CDL, the Offeror, or their respective nominees, or their respective brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Offeree shares, other than pursuant to the Final Offer, before or during the period in which the Final Offer remains open for acceptance. Any such purchases, or arrangements to purchase, will be made outside the United States and in compliance with applicable law, including the Exchange Act. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. To the extent that such information is required to be publicly disclosed in the United Kingdom in accordance with applicable regulatory requirements, this information will, as applicable, also be publicly disclosed in the United States.

Basis of access

The Information is made available in good faith and does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Final Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

The Information has been prepared for the purposes of complying with English law and the City Code on Takeovers and Mergers and the Information may not be the same as that which would have been disclosed if this information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.

The information contained in this section of the website speaks only at the date of the relevant document or announcement reproduced in this section of the website, and Offeror has, and accepts, no responsibility or duty to update any such information, document or announcement and reserves the right to add to, remove or amend any information reproduced in this section of the website at any time.

Similarly, copies of the contents of the following pages (including documents posted thereon) are not being, and must not be, released or otherwise forwarded, distributed or sent in or into a restricted jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from a restricted jurisdiction.

If you are not permitted to view the Information in this section of the website or are in any doubt as to whether you are permitted to view these materials, please exit this section of the website and seek independent advice. Neither Offeror nor any of its advisors nor Offeree nor any of its advisors, assumes any responsibility for any violation by any person of any of these restrictions.

Responsibility

In relation to any document, announcement or information contained in this section of the website, the only responsibility accepted by the directors of Offeror is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.

Neither the directors of Offeror, nor any of its affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to this section of the website by a third party.

Forward-looking statements

Certain statements in the Information are forward-looking statements. Such statements are based on current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from any expected future results in such forward-looking statements.

Unless expressly stated otherwise, no statement contained or referred to in this section of the website is intended to be a profit forecast.

Other

If you are in any doubt about the contents of this section of the website or the action you should take, you should seek your own financial advice from an independent financial advisor authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial advisor.

Acceptance of Disclaimer

Electronic versions of the Information are not directed at or accessible by persons resident in any restricted jurisdiction. Accordingly, you may only access this section of the website if you are able to provide the below confirmations. If you are resident or located in any restricted jurisdiction, you must click on the relevant box below in order to exit this section of the website.

Confirmation of understanding and acceptance

In order to view the Information on this section of the website, please click on the “CONFIRM” box below. By clicking on the “CONFIRM” box below, you are making the following confirmations:
  1. I have read and understood the notice set out above and agree to be bound by its terms.
  2. I certify that I am a resident of or located in the United Kingdom or another jurisdiction into which the distribution of the Information in this section of the website does not constitute a violation of the relevant laws of such jurisdiction and I am not acting on behalf of someone who is resident or located in a restricted jurisdiction.
  3. I agree that I will not copy, forward, transfer or distribute (by any means including by electronic transmission) any documents included in this section of the website either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.
  4. I represent and warrant to CDL that I intend to access this section of the website for information purposes only, that I have read and understood the notice set out above and that I understand that it may affect my rights or responsibilities.
If you are not able to give these confirmations (as applicable), we cannot provide you with the Information on this section of the website and you should click on the “DECLINE” box below.
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