DISCLAIMER IMPORTANT
Recommended cash offer (the Offer) by Theta Bidco Limited
(Bidco), a newly incorporated company directly or indirectly owned by joint
offerors IHC Industrial Holding LLC (IHC) and TasHeel Holding Group LLC
("TasHeel"), for Arena Events Group Plc (Arena).
You are attempting to enter the Microsite which is designated for the
publication of electronic versions of materials relating to the Offer.
ACCESS TO THIS MICROSITE 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 THE MICROSITE. THE
MICROSITE 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
IHC, TASHEEL AND/OR BIDCO REGARDS AS UNDULY ONEROUS.
THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE
INFORMATION) PUBLISHED BY IHC, TASHEEL, BIDCO AND ARENA RELATING TO THE 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 the
Microsite 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 part of the website. In addition, the contents of the
Microsite may be amended at any time, in whole or in part, at our sole discretion.
Nothing on the Microsite, 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 Offer in any jurisdiction in which such
offer or solicitation is unlawful.
The full terms and conditions of the Offer will be set out in the formal Offer
document or Scheme document. In deciding whether or not to accept the Offer, Arena shareholders
should rely only on the information contained in the formal Offer document or Scheme document.
Terms defined in the announcement of the Offer dated 20 October 2021 shall have
the same meaning when used in this notice.
Access to the Microsite
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 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
Offer by virtue of applicable laws or regulatory requirements, please exit this Microsite.
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 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 on this Microsite speaks only at the date of the
relevant document or announcement reproduced on this Microsite, and IHC, TasHeel and Bidco have, and
accept, no responsibility or duty to update any such information, document or announcement and
reserve the right to add to, remove or amend any information reproduced on this Microsite 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 materials on this Microsite or are in any
doubt as to whether you are permitted to view these materials, please exit this Microsite and seek
independent advice. None of IHC, TasHeel, Bidco nor any of their advisors nor Arena 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 the
Microsite, the only responsibility accepted by the directors of IHC, TasHeel and Bidco is for the
correctness and fairness of its reproduction or presentation unless a responsibility statement in
any relevant document expressly provides otherwise.
None of the directors of IHC, TasHeel, Bidco nor any of their 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 Microsite
by a third party.
Forward-looking statements
The Information (including information incorporated by reference) in this
Microsite may contain forward-looking statements regarding IHC's, TasHeel's and Bidco™s respective
financial positions, business strategy, plans and objectives of management for future operations and
are naturally subject to uncertainty and changes in circumstances. All statements other than
statements of historical facts included in any document may be forward looking statements.
Forward-looking statements also often use words such as anticipate, believe, intend, estimate,
expect, target, may, should, will and words of similar meaning. By their nature, forward-looking
statements involve risk and uncertainty because they relate to future events and circumstances, and
readers are cautioned not to place undue reliance on such statements. The important factors that
could cause IHC's, TasHeel's and Bidco™s actual results, performance or achievements to differ
materially from those in the forward-looking statements include, among others, the satisfaction of
the Conditions to the Offer, the impact of COVID-19, factors affecting the industry as a whole and
changes in law or regulation. These forward-looking statements speak only as of the date of the
respective documents. IHC, TasHeel and Bidco expressly disclaim any obligation or undertaking to
update or revise any forward-looking statement (except to the extent legally required).
Unless expressly stated otherwise, no statement contained or referred to in this
Microsite is intended to be a profit forecast.
Other
If you are in any doubt about the contents of the Microsite or the action you
should take, you should seek your own financial advice from an independent financial adviser
authorised under the Financial Services and Markets Act 2000 or, if you are located outside the
United Kingdom, from an appropriately authorised independent financial adviser.
Acceptance of Disclaimer
Viewers will confirm their understanding of the disclaimer by pressing
CONFIRM, and could, if required, then be asked to verify their location before
access to the documents is granted (see PART B).
Electronic versions of the Information are not directed at or accessible by
persons resident in any Restricted Jurisdiction. Accordingly, you may only access the Microsite 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 the Microsite.
Confirmation of understanding and acceptance
In order to view the Information on the Microsite, please click on the
CONFIRM box below. By clicking on the CONFIRM box below, you are
making the following confirmations:
(i) I have read and understood the notice set out above and agree to be bound by
its terms.
(ii) I certify that I am a resident of or located in the United Kingdom or
another jurisdiction into which the distribution of the Information on the Microsite 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.
(iii) I agree that I will not copy, forward, transfer or distribute (by any
means including by electronic transmission) any documents included in the Microsite either in whole
or in part to any person in any jurisdiction where such distribution may be restricted by applicable
law or regulation.
(iv) I represent and warrant to IHC, TasHeel and Bidco that I intend to access
this Microsite 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 the Microsite and you should click on the
DECLINE box below.