City Developments Limited (SGX:C09) reached agreement on the terms of a recommended pre-conditional cash offer to acquire 34.8% stake in Millennium & Copthorne Hotels plc (LSE:MLC) from Classic Fund Management Aktiengesellschaft, Vaduz, International Value Advisers, LLC, MSD Partners, L.P., JNE Partners LLP, BWM AG and others for approximately £780 million on June 7, 2019. Under the terms of the transaction, City Developments Limited (CDL) will pay 685 pence per share in cash for entire issued and to be issued ordinary share capital of Millennium & Copthorne Hotels plc (M&C). If any dividend, distribution or other return of value is declared, made, paid or becomes payable by M&C on or after the date of this announcement, the Final Offer Consideration shall be reduced by the amount of any such dividend, distribution or other return of value. The deal is funded through existing cash resources as well as funds made available to CDL under a credit facility that has been arranged between CDL and Oversea-Chinese Banking Corporation Limited. CDL entered into a loan facility agreement with Oversea-Chinese Banking Corporation Limited as lender pursuant to which a £660 million credit facility is made available to CDL to finance part of the cash consideration.

CDL has no intention to make material changes to the balance of skills and functions of the management and employees of the M&C Group or to the continued employment of, or the conditions of employment of, M&C's employees, unless otherwise agreed with the relevant employee. M&C Independent Directors have confirmed that they intend to resign as M&C directors following the de-listing of M&C from the Official List of the FCA and cancellation of M&C Shares' admission to trading on the London Stock Exchange's main market for listed securities. CDL has no plans to move the location of M&C's headquarters or to make material changes to the locations of M&C's places of business.

Upon the Final Offer becoming or being declared wholly unconditional, M&C will apply for de-listing from the Official List of the FCA and will be re-registered as private company. If CDL receives acceptances under the Final Offer in respect of, and/or otherwise acquires, 90% or more of the M&C Shares by nominal value and voting rights attaching to such shares to which the Final Offer relates and assuming that the OIO Pre-Condition and all of the other Conditions of the Final Offer have been satisfied or waived, CDL intends to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining M&C Shares on the same terms as the Final Offer.

The Final Offer is conditional on, amongst other things, CDL securing valid acceptances of the Final Offer in respect of more than 50% in nominal value of the M&C Shares not already owned by the CDL Parties and of the voting rights attached to those shares. This Acceptance Condition is not waivable by CDL. The Final Offer is also conditional on, amongst other things, the granting by the Takeovers Panel of New Zealand of an unconditional exemption from the requirements of rule 6(1) of the New Zealand Takeovers Code. The Final Offer is subject to the following OIO Pre-Condition, being the granting of consent and/or receipt of applicable exemptions under the New Zealand Overseas Investment Act 2005 and the New Zealand Overseas Investment Regulations 2005 for the indirect acquisition of interests in sensitive land and significant business assets in New Zealand that would occur if the Final Offer takes place and is successful. The deal is subject to all notifications, filings or applications which are necessary or considered appropriate or desirable by CDL having been made in connection with the Final Offer and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in each case in respect of the Final Offer. Millennium & Copthorne Directors intend unanimously to recommend that M&C Shareholders accept the Final Offer. If CDL received a valid acceptance in respect of 90% shares, then it will acquire the remaining shares via compulsory acquisition. M&C Independent Directors form an Independent Committee to which has been delegated the exercise of all powers of the M&C board in relation to the Final Offer. On August 9, 2019, the OIO Pre-Condition to the final offer has been satisfied. Accordingly, the offer document, which will contain the full terms and conditions of the Final Offer, together with the procedure for acceptance of the Final Offer, will be published as soon as reasonably practicable and in any event within 28 days of August 9, 2019. In addition, the Final Offer is subject to, amongst other Conditions, the granting by the Takeovers Panel of New Zealand of an unconditional exemption from the requirements of rule 6(1) of the New Zealand Takeovers Code. The Takeovers Panel of New Zealand has confirmed that the New Zealand Takeovers Code does not apply to the Final Offer and therefore no exemption is required. As of September 12, 2019, acceptance condition satisfied and final offer became unconditional in all respects. As of September 12, 2019, the CDL has received valid acceptances in respect of, 65,884,995 Millennium & Copthorne Hotels' shares, representing approximately 58.28% of the issued ordinary share capital. The Offer Period commenced on June 7, 2019 and will expire on September 27, 2019. As of August 15, 2019, offer document is published and posted. The first closing date of the offer is September 27, 2019. On September 27, 2019, Millennium & Copthorne announced that the offer period will remain open for acceptance until further notice. As of October 8, 2019, the M&C shares held by M&C Shareholders will be compulsorily acquired by CDL on the same terms as the Final Offer by November 19, 2019.

John Hannaford, Joe Hannon, Steffen Doyle and James Green of Credit Suisse International acted as financial advisors for Board of M&C. Gaurav Gooptu, Sandeep Pahwa and Brendan Jarvis of Barclays Bank PLC, Geoff Iles and Kieran Millar of Merrill Lynch (Singapore) Pte Ltd. acted as financial advisors for CDL. Linklaters LLP acted as legal advisor for CDL. Herbert Smith Freehills LLP acted as legal advisor for M&C. CDL will pay a fee of £0.9 million for financing arrangements, £4.73 million for financial and corporate broking, £3 million for legal advice, £0.18 million for accounting advice, £0.15 million for public relations advice and £1.79 million for other professional services. M&C will pay a fee of £3.5 million for financial and corporate broking advice, £0.925 million for legal advice, £0.06 million for public relations advice and £0.01 million for other professional services.