Takeover Offers
NOTICE OF FINAL CASH OFFER BY AGAPIER INVESTMENTS LIMITED (“BIDCO”), AN ENTITY INDIRECTLY AND WHOLLY-OWNED BY CITY DEVELOPMENTS LIMITED (“CDL”), FOR MILLENNIUM & COPTHORNE HOTELS PLC (“M&C”),
PURSUANT TO SECTION 978(1)(C)(II) OF THE COMPANIES ACT 2006
Notice is hereby given in accordance with section 978(1)(c)(ii) of the Companies Act 2006 that a final cash offer (the "Final Offer") has been made by Bidco, an entity indirectly and wholly-owned by CDL, to acquire all the issued and to be issued ordinary share capital of M&C not already directly or indirectly owned by CDL and its subsidiaries (and persons acting in concert with them). Under the Final Offer, M&C shareholders are entitled to receive 600 pence in cash for each M&C share plus a special dividend of 20 pence for each M&C share.
The offer document, containing the terms of the Final Offer and the procedures for acceptance (the "Offer Document") was dated, published and posted to M&C shareholders on 21 December 2017.
Terms defined in the Offer Document have the same meanings in this notice.
The Offer Document may be inspected, and copies thereof may be obtained, during normal office hours at the offices of the Receiving Agent, Equiniti Limited, at Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.The Offer Document may also be viewed on the website of CDL at: www.cdl.com.sg/Millennium-Offer and M&C at: https://investors.millenniumhotels.com/regulatory-announcements-and-news/city-developments-ltd-offer-documents.
This notice does not constitute, and must not be construed as, an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase or subscribe for any securities, pursuant to the Final Offer or otherwise. The Final Offer is being made solely by the Offer Document and, in the case of M&C shareholders holding M&C shares in certificated form, the Form of Acceptance, which contain the full terms of the Final Offer. M&C shareholders should read the Offer Document and, in the case of M&C shareholders holding M&C shares in certificated form, the Form of Acceptance as they contain important information. M&C shareholders who accept the Final Offer may rely only on the Offer Document and, in the case of M&C shareholders holding M&C shares in certificated form, the Form of Acceptance, for all the terms of the Final Offer.
The Final Offer is not capable of acceptance from or within a Restricted Jurisdiction. Accordingly, persons reading this notice or receiving copies of the Offer Document, the Form of Acceptance and any accompanying document (including, without limitation, custodians, nominees and trustees) who have a contractual or legal obligation or who may otherwise intend to forward this notice, the Offer Document, the Form of Acceptance and any accompanying document must not, directly or indirectly, mail or otherwise distribute or send them in, into or from a Restricted Jurisdiction, as doing so may invalidate any purported acceptance of the Final Offer. The availability of the Final Offer to M&C shareholders who are not resident in the United Kingdom, or who are citizens, residents or nationals of jurisdictions outside the United Kingdom or who are nominees of, or custodians or trustees for such persons, may be prohibited or affected by the laws of the relevant jurisdictions. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of such jurisdictions.
The Final Offer is being made for the securities of M&C, a company incorporated under the laws of England and Wales, and is being made in the United States in compliance with, and reliance on, Section 14(e) of the US Securities Exchange Act of 1934 (the "Exchange Act") and Regulation 14E thereunder. The Final Offer will be made in the United States by Bidco and no-one else.
The Final Offer is subject to the disclosure and procedural requirements of the United Kingdom which are different from those in the United States.
Any M&C shareholder who is in any doubt as to what action he/she should take is recommended to seek his/her own personal financial advice immediately from his/her stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, if such person is taking advice in the United Kingdom, is authorised pursuant to the Financial Services and Markets Act 2000 or, if such person is in a territory outside the United Kingdom, from an appropriately authorised independent financial adviser.
The Final Offer is made in respect of the entire issued and to be issued share capital of M&C not already owned directly or indirectly by CDL and its subsidiaries (and persons acting in concert with them), including M&C shares held by persons to whom the Offer Document is not dispatched. The Final Offer is, by means of this notice, being notified to all persons to whom the Offer Document may not be dispatched. Any such persons may obtain a copy of the Offer Document and the relevant Form of Acceptance by contacting the Receiving Agent, Equiniti Limited at Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, or by telephoning the Receiving Agent on 0371 384 2050 (if calling within the UK) or +44 121 415 0259 (if calling from outside the UK) between 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (excluding public holidays in England and Wales).
22 December 2017