NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014

FOR IMMEDIATE RELEASE

21 October 2019

RECOMMENDED CASH OFFER

for

Elegant Hotels Group plc ("Elegant")

by

International Hotel Licensing Company S.à r.l. ("IHLC")

a wholly-owned indirect subsidiary of

Marriott International, Inc. ("Marriott")

Letter of intent received from Hargreave Hale Limited

On 18 October 2019, the boards of IHLC and Elegant announced that they had reached agreement on the terms of a recommended all cash offer for the entire issued and to be issued ordinary share capital of Elegant by IHLC, to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Announcement").

The Announcement provided that IHLC received irrevocable undertakings in respect of a total of 14,878,641 Elegant Shares (representing approximately 16.75 per cent. of the Elegant Shares in issue as at the Last Practicable Date).

On 18 October, IHLC received a non-binding letter of intent from Hargreave Hale Limited (as investment adviser to the Marlborough UK Micro-Cap Growth Fund) to cast, or procure the casting of, all votes in respect of an aggregate 2,350,000 Elegant Shares (representing approximately 2.65 per cent. of the Elegant Shares in issue as at the Last Practicable Date) at any court meeting, general meeting or class meeting in connection with the Acquisition to enable the Acquisition to become effective.

Therefore, IHLC has received irrevocable undertakings and a letter of intent in respect of a total of 17,228,641 Elegant Shares representing, in aggregate, approximately 19.40 per cent. of the Elegant Shares in issue as at the Last Practicable Date.

The percentages of Elegant Shares referred to in this announcement are based upon a figure of 88,815,789 Elegant Shares in issue as at the close of business on 17 October 2019.

Unless the context otherwise requires, defined terms used in this announcement shall have the meanings given to them in the Announcement.

Enquiries:

International Hotel Licensing Company S.à r.l.
Connie Kim, Media Relations                                          +1 (301) 380 3000

Betsy Dahm, Investor Relations

Laura Paugh, Investor Relations

PricewaterhouseCoopers LLP
(Financial adviser to Marriott and IHLC)

Simon Hampton                                                             +44 (0) 20 7583 5000

Jon Raggett

Samantha Ward

Elegant Hotels Group plc

Simon Sherwood, Non-Executive Chairman                      +1 (246) 432 6500

Sunil Chatrani, Chief Executive Officer

Jeff Singleton, Chief Financial Officer

Liberum Capital Limited
(Financial adviser, nominated adviser and broker to Elegant)

Clayton Bush                                                                 +44 (0) 203 100 2222

Chris Clarke

James Greenwood

Edward Phillips

William Hall

Powerscourt

(Financial PR to Elegant)

Rob Greening                                                                +44 (0) 207 250 1446

Lisa Kavanagh

Important Notices

PricewaterhouseCoopers LLP (''PwC"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to Marriott and IHLC and for no one else in connection with the Acquisition or other matters referred to in this announcement and will not be responsible to anyone other than Marriott and IHLC for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition, the contents of this announcement or any other matters set out in this announcement.

Liberum Capital Limited ("Liberum"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser and broker to Elegant and for no one else in connection with the Acquisition or other matters set out in this announcement and will not be responsible to anyone other than Elegant for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition or other matters set out in this announcement.

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document and the accompanying Forms of Proxy, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document. Elegant Shareholders are strongly advised to read the formal documentation in relation to the Acquisition once it has been despatched. Each Elegant Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences to it (or its beneficial owners) of the Acquisition.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and the publication or service of this announcement does not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

The release, publication or distribution of this announcement in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the UK to vote their Elegant Shares at the Court Meeting or General Meeting, or to appoint another person as proxy to vote at the Court Meeting or General Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purpose of complying with the laws of England and Wales, Market Abuse Regulation, AIM Rules and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England and Wales. Unless otherwise determined by IHLC or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available directly or indirectly in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by use of mail or any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any Restricted Jurisdiction.

Copies of this announcement and any formal documentation relating to the Acquisition will not be and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition.

Additional Information for US Investors

The Acquisition relates to the shares of a UK company and is being made by means of a scheme of arrangement provided for under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the Exchange Act and is exempt from the registration requirements of the Securities Act. Accordingly, the Acquisition will be subject to disclosure requirements and practices applicable in the UK and to schemes of arrangement under the laws of England and Wales, which are different from the disclosure and other requirements of a US tender offer and US Federal securities laws. Neither the SEC, nor any securities commission of any state of the United States, has approved the Acquisition, passed upon the fairness of the Acquisition or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offence in the United States.

Financial information relating to Elegant included in the Announcement and the Scheme Document has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

It may be difficult for US holders of Elegant Shares to enforce their rights and any claims they may have arising under US Federal securities laws in connection with the Acquisition, since Elegant is organised under the laws of a country other than the United States, and some or all of its officers and directors may be residents of countries other than the United States, and most of the assets of Elegant are located outside of the United States. US holders of Elegant Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US Federal securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's jurisdiction or judgment.

The Acquisition may, in the circumstances provided for in the Announcement, instead be carried out by way of a Takeover Offer under the laws of England and Wales. If IHLC exercises, with the consent of the Takeover Panel, its right to implement the Acquisition by way of a Takeover Offer, such Takeover Offer will be made in compliance with applicable US tender offer and US Federal securities laws and regulations, including the exemptions therefrom. In accordance with normal UK practice, IHLC or its nominees, or its brokers (acting as agents), may, from time to time, make certain purchases of, or arrangements to purchase, Elegant Shares outside of the United States, other than pursuant to the Acquisition, until the date on which the Acquisition becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed, as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Forward Looking Statements

This announcement may contain certain "forward-looking statements" with respect to Marriott, IHLC or Elegant. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words or terms of similar meaning or the negative thereof. Forward-looking statements include statements relating to among other things the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Marriott, IHLC or Elegant and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the business of Marriott, IHLC or Elegant.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. No undue reliance should be placed on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Marriott, IHLC or Elegant or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement. Marriott, IHLC and Elegant assume no obligation to update publicly or revise forward-looking or other statements contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required. 

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror, and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Takeover Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.