Merlin Entertainments Regulatory News (MERL)

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

FOR IMMEDIATE RELEASE

30 September 2019

RECOMMENDED CASH ACQUISITION

Of

MERLIN ENTERTAINMENTS plc

By

MOTION ACQUISITION Limited

(A NEWLY FORMED COMPANY OWNED BY JOINT OFFERORS (I) KIRKBI INVEST A/S AND (II) FUNDS ADVISED BY BLACKSTONE CORE EQUITY ADVISORS L.L.C., AND CANADA PENSION PLAN INVESTMENT BOARD AS CO‑INVESTOR)to be effected by means of a Scheme of Arrangement underPart 26 of the Companies Act 2006

UPLOADING OF DOCUMENT

On 28 June 2019, the Independent Directors of Merlin Entertainments plc ("Merlin") and the board of Motion Acquisition Limited (a newly formed company owned by joint offerors (i) KIRKBI Invest A/S ("KIRKBI") and (ii) funds advised by Blackstone Core Equity Advisors L.L.C., and Canada Pension Plan Investment Board as co-investor) ("Bidco") announced that they had agreed the terms of a recommended cash offer pursuant to which Bidco will acquire the entire issued and to be issued share capital of Merlin other than Merlin Shares owned or controlled by KIRKBI (the "Acquisition") to be effected by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

On 3 September 2019, Merlin announced that at a Court Meeting and General Meeting held on that date, all shareholder resolutions relating to the Acquisition were approved by the requisite majorities.

The Scheme remains subject to the satisfaction or (where applicable) waiver of the remaining Conditions set out in the Scheme Document, including the Court sanctioning the Scheme at the Scheme Court Hearing, which is expected to take place in the fourth quarter of 2019.

Capitalised terms in this announcement, unless otherwise defined, have the same meanings given to them in the scheme circular published on 1 August 2019 (the "Scheme Document").

In connection with the proposed syndication by Bidco, Finco and members of the Wider Bidco Group of term loan facilities to replace the Interim Facilities Agreement, certain potential syndicatees have today received a presentation (the "Presentation"). In accordance with Rule 20.1 of the Takeover Code, the Presentation is being made available to all Merlin Shareholders on the Merlin website at www.merlinentertainments.biz/recommended-offer and on Bidco's website at www.motion-offer.com.

Enquiries:

Important notices

Lazard & Co., Limited ("Lazard"), which is authorised by and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser to Bidco and no one else in connection with the Acquisition and other matters set out in this announcement and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of Lazard or for providing advice in relation to the Acquisition, the content of this announcement or any other matter referred to herein. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this announcement, any statement contained herein or otherwise.

Merrill Lynch International ("BofA Merrill Lynch"), which is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for Blackstone and for no one else and will not be responsible to anyone other than Blackstone for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement. Neither BofA Merrill Lynch, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of BofA Merrill Lynch in connection with this announcement, any statement contained herein or otherwise.

Further information

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise nor shall there be any sale, issuance or transfer of securities of Merlin in any jurisdiction in contravention of applicable law. The Acquisition will be made solely pursuant to the terms of the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document), which contains the full terms and conditions of the Acquisition. Each Merlin Shareholder is strongly advised to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.

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

Dealing and Opening Position Disclosure Requirements of the City Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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) of the Code applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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% 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(s), save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm 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 of the Code.

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 of the Code).

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 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.

Publication on website

This announcement will be made available, subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions, on Merlin's website at www.merlinentertainments.biz/recommended-offer and Bidco's website at www.motion-offer.com by no later than 12:00 p.m. on the Business Day following date of publication of this announcement. For the avoidance of doubt, save as expressly referred to in this announcement, the contents of those websites are not incorporated into and do not form part of this announcement.