International Hotel Licensing Company S.à r.l. signed an agreement to acquire Elegant Hotels Group plc from Hargreave Hale Limited, Lion Nominees Limited and others for £97.7 million on October 18, 2019. Under the terms, each Elegant Hotels shareholder will be entitled to receive £1.1 per share in cash. If any dividend or other distribution in respect of the Elegant Hotels shares is declared, paid or made on or after the date of the announcement but prior to the closing, International Hotel reserves the right to reduce the consideration payable for each Elegant Hotels share under the terms of the acquisition by the amount per Elegant Hotels share of such dividend or distribution. If International Hotel exercises this right to make such a reduction in respect of a dividend or distribution, Elegant Hotels shareholders will be entitled to receive and retain that dividend or distribution. On October 18, 2019, IHLC received a non-binding letter of intent from Hargreave Hale Limited to cast, or procure the casting of, all votes in respect of an aggregate 2,350,000 Elegant Shares, representing approximately 2.65%, at any court meeting, general meeting or class meeting in connection with the acquisition. The transaction will be implemented by way of a Court sanctioned scheme of arrangement. The cash consideration will be financed by Marriott International, Inc., parent of International Hotel, from its cash resources. International Hotel intends to cancel the admission of Elegant Hotels shares to trading on AIM. Upon closing, each of the Elegant Hotels Directors will resign from the Elegant Hotels Board. The transaction is subject to approval of 75% of shareholders of Elegant Hotels at the court meeting, passing of the resolutions by the requisite majority at the general meeting, regulatory approval and sanction of the transaction by the court. The Elegant Hotels' Directors consider the terms of the transaction to be fair and reasonable. Accordingly, the Elegant Hotels' Directors intend to recommend unanimously that Elegant Hotels' shareholders vote in favor of the transaction at the Court Meeting and the General Meeting. International Hotel has received irrevocable undertakings to vote in favor of the transaction from certain Elegant Hotels Directors in respect of their entire beneficial holdings of 16.75% or 14.88 million shares. As of November 21, 2019, the transaction was approved by at the court meeting and annual general meeting of Elegant shareholders by majority. Completion of the acquisition remains subject to the satisfaction or, waiver of the other conditions set out in the scheme document, including the sanction of the scheme by the court and delivery of a copy of the scheme court order. The court hearing is expected to take place on December 6, 2019. As of December 6, 2019, the transaction is sanctioned by the court. The transaction is expected to close in late 2019. As of December 6, 2019, the transaction is expected to become effective on December 9, 2019. Clayton Bush, Chris Clarke and James Greenwood of Liberum Capital Limited acted as financial advisors for Elegant Hotels Directors. Simon Hampton, Rakesh Kotecha, Jon Raggett, Joshua Lustbader, Laurence Dolan, Robbie Kirk and Samantha Ward of PricewaterhouseCoopers LLP acted as financial advisors for International Hotel and Marriott International. Nigel Stacy and Stephen Glover of Gibson, Dunn & Crutcher LLP acted as legal advisors to Marriott International, Inc., parent entity of International Hotel Licensing Company S.àr.l. International Hotel Licensing Company S.à r.l. completed the acquisition of Elegant Hotels Group plc from Hargreave Hale Limited, Lion Nominees Limited and others on December 9, 2019.