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
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
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
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.
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.
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.
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
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
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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:
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bound by its terms.
(ii) I certify that I am a resident of or located in the United Kingdom
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not constitute a violation of the relevant laws of such jurisdiction and I am not acting on
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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
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