IHC Industrial Holding LLC and TasHeel Holding Group entered into an agreement to acquire remaining 76.1% stake in Arena Events Group plc (AIM:ARE) from Lombard Odier Asset Management (Europe) Limited, Killik & Co LLP, Harwood Capital LLP, Gresham House Asset Management Limited, Premier Fund Managers Limited and others for £52.1 million on October 20, 2021. Under the terms, each Scheme Shareholder will be entitled to receive for each Scheme Share 21 pence in cash. The Acquisition values the entire issued ordinary share capital of Arena at approximately £71 million on a fully diluted basis and implies an enterprise value of £95.1 million. The Acquisition is intended to be effected by way of a Scheme. As at October 19, 2021, Tasheel owned or controlled 77,979,235 Arena Shares, representing approximately 23.9%. of Arena's issued share capital.

The consideration will be financed by a combination of direct and/or indirect capital contributions to Bidco from the Consortium. Following completion, Greg Lawless intends to step down as Chief Executive Officer of the Arena Group, as a director of all Arena Group companies and from all executive responsibilities for the Group and will take up a senior advisory role to Bidco's Board. Steve Trowbridge intends to step down as Chief Financial Officer of the Arena Group and as a director of all Arena Group companies. Paul Berger, currently the Chief Executive Officer for Arena in the EMEA region, will join as Chief Executive Officer of the Arena Group. the board members of Bidco, being Richard Gerson, Faisal Abdullah Al Faisal, Samia Bouazza, Alwyn Crasta, Peter Abraam and Abdullah Mohtaseb, will become board members of the Arena Group and non-executive Arena Directors are expected to step down. The transaction is conditional upon the receipt or waiver of anti-trust clearance in the Kingdom of Saudi Arabia, receipt or waiver of foreign investment clearance in the UK, approval by a majority of Scheme Shareholders and shares owned or controlled by Tasheel will not be Scheme Shares and will not be acquired by Bidco pursuant to the Acquisition.

It is anticipated that, upon the Acquisition becoming Effective, Tasheel will transfer such Arena Shares to Theta Bidco Limited. Tasheel will not be permitted to vote such Arena Shares at the Scheme Court Meeting. IHC will own 70% of Bidco; and Tasheel will own 30%. It is intended that the Acquisition will be implemented by way of a court-sanctioned scheme of arrangement by at least 75% scheme holders The Arena Directors, unanimously consider the terms of the Acquisition to be fair and reasonable and recommends Scheme Shareholders to vote in favour of the Scheme at the Court Meeting on December 7, 2021; and Arena Shareholders to vote in favour of the Special Resolution to be proposed at the General Meeting on December 7, 2021. Bidco has also received non-binding letters of intent from Lombard Odier Asset Management (Europe) Limited and Killik & Co LLP to vote in favour of the Scheme at the Scheme Court Meeting and the Special Resolution to be proposed at the General Meeting.

As of November 12, 2021, Bidco has a irrevocable undertaking in aggregate, 38,523,406 Arena Shares, representing approximately 11.8% of the existing issued ordinary share capital of Arena and 15.5% of the Scheme Shares being eligible to vote at the Court Meeting from the directors and Premier Fund Managers Limited and Harwood Capital. Bidco has also received non-binding letters of intent from Lombard Odier Asset Management (Europe) Limited and Killik & Co LLP to vote in favour of the Scheme at the Court Meeting equivalent to 27.7% of scheme shares leading to a total of 32.9% of the existing issued ordinary share and 43.2% of the Scheme Shares in favour. As on December 7, 2021, transaction is approved by the shareholder of Arena and the court. As on January 28, 2022, GAC has issued a non-objection certificate to the Consortium approving the Acquisition. Completion of the Scheme remains subject to the satisfaction of the remaining Conditions set out in the Scheme Document, including the sanction of the Scheme by the Court at the Court Hearing, and the delivery of a copy of the Court Order to the Registrar of Companies thereafter. As on February 22, 2022, High Court of Justice in England and Wales has today made an order sanctioning the Scheme pursuant to which the Acquisition is being implemented. The long stop date for transaction is June 30, 2022. The transaction is expected to close on February 23, 2022.

Derrick Lee and Max Gould of Cenkos Securities plc is providing independent financial advice to the Arena Directors. Bob Morris and Graeme Atkinson of Dean Street Advisers Limited acting as a financial advisor to Bidco. David Prowse, Matthew Poxon of Paul Hastings (Europe) LLP is acting as legal adviser to IHC and Bidco. James Fletcher, Simon Fraser, Steven Vaz and Maria Held of Ashurst LLP is acting as legal adviser to Tasheel. Pinsent Masons LLP is acting as legal adviser to Arena. William Charnley of King & Spalding LLP acted as legal advisor to Dean Street Advisers Limited in the transaction.

IHC Industrial Holding LLC and TasHeel Holding Group completed the acquisition of remaining 76.1% stake in Arena Events Group plc (AIM:ARE) from Lombard Odier Asset Management (Europe) Limited, Killik & Co LLP, Harwood Capital LLP, Gresham House Asset Management Limited, Premier Fund Managers Limited and others on February 22, 2022.