Important the Information Contained in This Document

DISCLAIMER - IMPORTANT THE INFORMATION CONTAINED IN THIS DOCUMENT (“DOCUMENT”) HAS BEEN MADE AVAILABLE IN ORDER TO COMPLY WITH ENGLISH LAW AND THE CITY CODE ON TAKEOVERS AND MERGERS. THIS DOCUMENT 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 IN ANY JURISDICTION. THIS DOCUMENT DOES NOT CONSTITUTE A PROSPECTUS. THE NOTES DESCRIBED IN THIS DOCUMENT HAVE NOT BEEN REGISTERED WITH, RECOMMENDED BY OR APPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), OR ANY OTHER SECURITIES COMMISSION OR REGULATORY AUTHORITY, NOR HAS THE SEC NOR ANY SUCH OTHER SECURITIES COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE. NOTES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS DOCUMENT IN, INTO OR FROM JURISDICTIONS OTHER THAN THE UNITED KINGDOM OR THE UNITED STATES MAY BE RESTRICTED BY THE LAWS OF THOSE JURISDICTIONS AND THEREFORE PERSONS INTO WHOSE POSSESSION THESE DOCUMENTS COME SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH THE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION. TO THE FULLEST EXTENT PERMITTED BY LAW, MERLIN ENTERTAINMENTS PLC AND MOTION ACQUISITION LIMITED DISCLAIM ANY RESPONSIBILITY OR LIABILITY FOR THE VIOLATION OF SUCH RESTRICTIONS BY SUCH PERSONS. THE INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN FURNISHED BY US AND FROM OTHER SOURCES WE BELIEVE TO BE RELIABLE. NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS MADE AS TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION SET FORTH IN THIS DOCUMENT, AND NOTHING CONTAINED IN THIS DOCUMENT IS OR SHOULD BE RELIED UPON AS A PROMISE OR REPRESENTATION, WHETHER AS TO THE PAST OR THE FUTURE. YOU SHOULD NOT CONSTRUE THE INFORMATION CONTAINED IN THIS DOCUMENT AS INVESTMENT, LEGAL OR TAX ADVICE. YOU SHOULD CONSULT YOUR COUNSEL, ACCOUNTANT AND OTHER ADVISORS AS TO LEGAL, TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF AN INVESTMENT. YOU ARE RESPONSIBLE FOR MAKING YOUR OWN EXAMINATION AND YOUR OWN ASSESSMENT OF THE MERITS AND RISKS OF INVESTING. THIS DOCUMENT IS NOT COMPLETE AND THE INFORMATION CONTAINED THEREIN MAY BE CHANGED WITHOUT NOTICE. FORWARD-LOOKING STATEMENTS This Offering Memorandum includes forward-looking statements within the meaning of the securities laws of certain applicable jurisdictions. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in this Offering Memorandum, including, without limitation, those regarding our intentions, beliefs or current expectations concerning, amongst other things, our future financial conditions and performance, results of operations and liquidity; our strategy, plans, objectives, prospects, growth, goals and targets; future developments in the markets in which we participate or are seeking to participate; and anticipated regulatory changes in the industry in which we operate. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms ‘‘aim,’’ ‘‘anticipate,’’ ‘‘believe,’’ ‘‘continue,’’ ‘‘could,’’ ‘‘estimate,’’ ‘‘expect,’’ ‘‘forecast,’’ ‘‘guidance,’’ ‘‘intend,’’ ‘‘may,’’ ‘‘plan,’’ ‘‘project,’’ ‘‘should’’ or ‘‘will’’ or, in each case, their negative, or other variations or comparable terminology. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual financial condition, results of operations and cash flows, and the development of the industry in which we operate, may differ materially from (and be more negative than) those made in, or suggested by, the forward-looking statements contained in this Offering Memorandum. In addition, even if our financial condition, results of operations and cash flows, and the development of the industry in which we operate, are consistent with the forward-looking statements contained in this Offering Memorandum, those results or developments may not be indicative of results or developments in subsequent periods. Important risks, uncertainties and other factors that could cause these differences include, but are not limited to those relating to: • terrorist activities, political direct action, natural disasters and significant power outages; • safety accidents or incidents at the Attractions; • adverse economic conditions; • weather conditions; • the failure to generate desired returns from the roll-out and development of new Attractions and the development of LEGOLAND Parks and resort hotels; • the failure to achieve the desired results from our planned capital investment strategy; • the loss of any of our senior management, key managers or employees; • the loss of, or any adverse change in, any of our important commercial relationships and agreements; • the loss of, or any adverse change in, our current intellectual property rights and inability to acquire future intellectual property rights; • adverse changes in tourism patterns and visitor volumes; • adverse changes in foreign exchange rates or interest rates; • changes or uncertainty in respect of LIBOR; • public health concerns, including the outbreak of prolonged pandemic or epidemic disease; • competition from other attractions; • changes in consumer tastes and competition from other events and attractions; • the loss of, inability to obtain, or failure to retain, necessary licenses, permits, planning consents and approvals; • adverse changes in tax laws; • increased labour costs, work stoppages and the inability to retain seasonal employees; • failure to comply with anti-corruption laws; • the misappropriation of cash by employees and/or third parties; • the loss of or inability to renew leases; viii • legal and arbitration proceedings; • losses or damages beyond the scope of our insurance coverage; • our failure to comply with laws and regulations, including in respect of anti-corruption, and any changes in laws and regulations; • our failure to maintain effective internal controls over financial reporting; • the loss, theft or misappropriation of sensitive or private information and data; • interruption or failure of IT systems upon which our operations are reliant; • changes to accounting standards may affect our reporting of financial results; and • other factors discussed or referred to in this Offering Memorandum. The foregoing factors and others described under ‘‘Risk Factors’’ should not be construed as exhaustive. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward- looking statements, which speak only as of the date hereof. We urge you to read this Offering Memorandum, including the sections entitled ‘‘Risk Factors,’’ ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’’ and ‘‘Business,’’ for a more complete discussion of the factors that could affect our future performance and the industry in which we operate. Any forward-looking statements are only made as of the date of this Offering Memorandum and, except as required by law or the rules and regulations of any stock exchange on which the Notes are listed, we undertake no obligation to publicly update or publicly revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained elsewhere in this Offering Memorandum, including those set forth under ‘‘Risk Factors.’’ ix PRESENTATION OF FINANCIAL INFORMATION Presentation of Financial Information The Issuer was incorporated on 6 September 2019, for purposes of facilitating the Transactions and performing certain activities related thereto. As of the date of this Offering Memorandum, the Issuer has no revenue-generating activities of its own, and no business operations, material assets or liabilities other than those acquired or incurred in connection with its incorporation and the Transactions. See ‘‘Risk Factors—Risks Related to the Notes and Our Structure—The Issuer and certain Guarantors are holding companies, each of which is dependent upon cash flow from their respective subsidiaries to meet their obligations under the Notes and the Guarantees.’’ As a result, no financial information of the Issuer is included in this Offering Memorandum, except for certain limited ‘‘as adjusted’’ financial data presented on a consolidated basis for Midco and its consolidated subsidiaries, ‘‘as adjusted’’ to reflect certain effects of the Transactions. All historical financial information presented in this Offering Memorandum is that of the Target and its consolidated subsidiaries. Accordingly, unless otherwise stated, all references to ‘‘we,’’ ‘‘us,’’ ‘‘our,’’ ‘‘Group’’ or the ‘‘Target Group’’ in respect of historical financial information in this Offering Memorandum are to the Target and its subsidiaries on a consolidated basis. The preparation of financial

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