Offer For Action Hotels PLC

Disclaimer

Offer (“Offer”) for Action Hotels plc (“Action Hotels”) by Action Real Estate CompanyKSCC(“Action Real Estate”)

ACCESS TO THIS SECTION OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. INFORMATION RELATING TO THE OFFER IS BEING MADE AVAILABLE ON THIS PART OF THE WEBSITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS.

  1. ACCESS TO THIS PART OF WEBSITE

    Please read this notice carefully – it applies to all persons who view this part of the website and, depending upon who you are and where you live, it may affect your rights. This part of the website contains information relating to the Offer. Please note that, as the Offer progresses, the information contained in this part of the website as well as the terms of this disclaimer may be altered or updated. You should read the full text of this disclaimer each time you visit this part of the website.

    For regulatory reasons, Action Group Holding Co KSCC (“AGH”) and Action Real Estate must ensure that persons seeking to access this part of the website are made aware of the appropriate regulations for the country which such person is in. To allow you to view details relating to the Offer on this part of the website, you have to read the following then click “I agree”. If you are unable to agree, you should click “I disagree” and you will not be able to view any such details.

  2. BASIS OF ACCESS TO INFORMATION RELATING TO THE POSSIBLE OFFER

    YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED IN THIS PART OF THE WEBSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO.

    The announcements, documents and information (together the “Information”) relating to the Offer that can be accessed via this part of the website is being made available in good faith and for information purposes only. Any person seeking access to this part of the website represents and warrants to each of AGH and Action Real Estate that they are doing so for information purposes only. Making further Information relating to the Offer available in electronic format is not intended to and does not, constitute or form any part of an offer to sell or otherwise dispose of or an invitation or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law.

    If you are in doubt about the contents of this section of the website or the action you should take, you should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned. Any shareholder action required in connection with the Offer will only be set out in documents sent to or made available to Action Hotels shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.

    The Information contained in this part of the website speaks only at the date of the relevant document or announcement and neither AGH or Action Real Estate has, and accepts, no responsibility or duty to update any Information (other than to the extent such duty arises as a matter of law or regulation).

    The Information contained in this part of the website is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by AGH, Action Real Estate or Action Hotels.

  3. OVERSEAS PERSONS

    The Information contained in this part of the website is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so would violate the law of that jurisdiction or would result in a requirement to comply with any governmental or other consent or any registration, filing or other formality which AGH and Action Real Estate regard as unduly onerous (a “Restricted Jurisdiction“), accordingly, viewing the Information may not be lawful if you are resident or located in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view such materials. Any person resident or located outside the United Kingdom who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.

    Similarly, the Information is not being, and must not be, released or otherwise forwarded, distributed or sent in or into a Restricted Jurisdiction and persons receiving such Information (including custodians, nominees and trustees) must not distribute or send it in, into or from a Restricted Jurisdiction.

    If you are not resident or located in a Restricted Jurisdiction, you may access the Information but you are responsible for first satisfying yourself as to the full observance of the laws and regulatory requirements of your jurisdiction.

    By clicking “”I agree” ” below, you represent that you are not a national of, or resident in, a Restricted Jurisdiction and that both of AGH and Action Real Estate are lawfully entitled to make the content of any Information available to you under applicable securities laws. If you are not permitted to view the Information contained in this part of the website, or viewing the Information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the Information, please exit this webpage by clicking “I disagree” below.

    AGH, Action Real Estate and their advisers do not assume any responsibility for any violation by any person of any of these restrictions.

    This part of the website contains Information that has been prepared for the purposes of complying with English law and the City Code on Takeovers and Mergers and the Information disclosed 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.

  4. FORWARD-LOOKING STATEMENTS

    The Information contained in this part of the website may include statements that are or may be deemed to be “forward-looking statements”. These statements are prospective in nature and are not based on historical facts, but rather on the current expectations of the management of AGH, Action Real Estate and Action Hotels about future events and are naturally subject to uncertainty and changes in circumstances which could cause actual events to differ materially from the future events expected or implied by the forward-looking statements. The forward-looking statements contained in this part of the website include statements about the expected effects of the Offer on Action Hotels, AGH and/or Action Real Estate, the expected timing and scope of the Offer, synergies, other strategic options and all other statements in this part of the website other than historical facts. Forward-looking statements may (but will not always) include, without limitation, statements typically containing words such as “plans”, “aims”, “intends”, “expects”, “anticipates”, “believes”, “estimates”, “will”, “may”, “budget”, “forecasts” and “should” and words of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of AGH, Action Real Estate or Action Hotels. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Offer, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, customers’ strategies and stability, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Investors should not place undue reliance on any forward-looking statements and neither AGH, Action Real Estate nor Action Hotels, nor any of their respective advisers, associates, directors or officers undertakes any obligation to update publicly, expressly disclaim or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required or provides any representation, assurance or guarantee that the occurrence of events expressed or implied in any forward-looking statement contained in this part of the website will actually occur.

  5. RESPONSIBILITY

    In relation to any Information contained in this part of the website, the only responsibility accepted by the directors of AGH and Action Real Estate is for the correctness of its reproduction, save to the extent that a responsibility statement in any relevant document expressly provides otherwise. To the best of the knowledge and belief of the directors of AGH and Action Real Estate (who have taken all reasonable care to ensure that such is the case), such Information is in accordance with the facts and does not omit anything likely to affect the import of such Information.

    Subject to any continuing obligations under applicable law, the City Code on Takeovers and Mergers or any relevant exchange rules, AGH and Action Real Estate expressly disclaim any obligation to disseminate, after the date of the posting of Information relating to the Offer on this part of the AGH website, any updates or revisions to any statements in the Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.

    Neither the directors of AGH or Action Real Estate, nor any of AGH or Action Real Estate’s 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.

    THE INFORMATION RELATING TO THE OFFER THAT IS CONTAINED IN THIS PART OF THE WEBSITE MAY NOT BE DOWNLOADED BY ANY PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.

     

  6. CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF DISCLAIMER

    I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms. I confirm that I am permitted to proceed to this part of the website.

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