Price Range Prospectus
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OCTOBER 2013 OCTOBER PRICE RANGE PROSPECTUS MERLIN ENTERTAINMENTS plc PRICE RANGE PROSPECTUS OCTOBER 2013 This document comprises a prospectus (the “Prospectus”) relating to Merlin Entertainments plc (the “Company”) prepared in accordance with the Prospectus Rules of the Financial Conduct Authority made under section 73A of the Financial Services and Markets Act 2000 (the “FSMA”) and has been prepared in connection with the Global Offer and Admission. This Prospectus has been approved by the Financial Conduct Authority in accordance with section 78A ofthe FSMA and has been made available to the public in the UK in accordance with paragraph 3.2 of the Prospectus Rules. The Company, its Directors (whose names appear on page 76 of this Prospectus) and Fru Hazlitt accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and contains no omission likely to affect its import. Application will be made to the Financial Conduct Authority for all of the Ordinary Shares, issued and to be issued in connection with the Global Offer, to be admitted to listing on the Official List and to the London Stock Exchange for such Ordinary Shares to be admitted to trading on the London Stock Exchange’s main market for listed securities (together “Admission”). Conditional dealings in the Ordinary Shares are expected to commence on the London Stock Exchange at 8.00 a.m. (London time) on 12 November 2013. It is expected that Admission will become effective and that unconditional dealings will commence in the Ordinary Shares on the London Stock Exchange at 8.00 a.m. on 15 November 2013. All dealings in the Ordinary Shares prior to the commencement of unconditional dealings will be of no effect if Admission does not take place and such dealings will be at the sole risk of the parties concerned. No application has been, or is currently intended to be, made for the OrdinarySharestobeadmittedtolistingortradingonanyotherstock exchange. For a discussion of certain risk and other factors that should be considered in connection with an investment in the Ordinary Shares, see “Risk Factors” set out in Part 4 of this Prospectus. Merlin Entertainments plc (incorporated in England and Wales under the Companies Act 2006 with registered number 08700412) Global Offer of up to 306,110,253 Ordinary Shares of 1 pence each at an Offer Price expected to be between 280 pence and 330 pence per Ordinary Share and admission to listing on the Official List and to trading on the London Stock Exchange Joint Sponsors, Joint Global Co-ordinators and Joint Bookrunners Goldman Sachs International Barclays Joint Bookrunners Citigroup Morgan Stanley Co-Lead Managers HSBC UniCredit Group Financial Adviser Lazard Expected issued share capital immediately following Admission (assuming the Offer Price is set at the mid-point of the Price Range) Number Amount 1,015,573,770 £10,155,738 Ordinary Shares of 1 pence each The Company is offering up to 71,428,571 New Shares in the Global Offer so as to raise expected gross proceeds for the Company of £200 million. The Selling Shareholders are collectively expected to offer up to 242,261,194 Existing Shares so as to raise expected gross proceeds for the Selling Shareholders of up to £799 million (assuming no exercise of the Over-allotment Option, that the Offer Price is set at the top of the Price Range and that the Selling Shareholders sell a sufficient number of Existing Shares to meet the free float requirement of 30 per cent.). The Company will not receive any of the proceeds from the sale of the Existing Shares, all of which will be paid to the Selling Shareholders. The Price Range and the New Share Offer Size Range have been set by the Company. The Existing Share Offer Size Range has been set by the Major Shareholders. It is currently expected that the Offer Price, New Share Offer Size and Existing Share Offer Size will be set within the Price Range, the New Share Offer Size Range and the Existing Share Offer Size Range, respectively. A number of factors will be considered in determining the Offer Price, the New Share Offer Size, the Existing Share Offer Size and the basis of allocation, including the level and nature of demand for the Ordinary Shares during the bookbuilding process, the level of demand in the Intermediaries Offer, prevailing market conditions and the objective of establishing an orderly after-market in the Ordinary Shares. Unless required to do so by law or regulation, the Company does not envisage publishing a supplementary prospectus or an announcement triggering the right to withdraw applications for Ordinary Shares pursuant to section 87Q of FSMA on determination of the Offer Price, the New Share Offer Size or the Existing Share Offer Size. If the Offer Price is set within the Price Range, the New Share Offer Size is set within the New ShareOfferSizeRangeandtheExistingShareOfferSizeissetwithintheExisting Share Offer Size Range, a pricing statement containing the Offer Price and confirming the number of New Shares and Existing Shares which are comprised in the Global Offer (the “Pricing Statement”) and related disclosures are expected to be published on or about 12 November 2013 and will be available on the Company’s website at www.merlinentertainments.biz. If (i) the Offer Price is set above the Price Range or the Price Range is revised higher; and/or (ii) the number of New Shares to be issued by the Company is set above or below the New Share Offer Size Range (subject to the minimum free float requirements agreed by the Company with the UK Listing Authority); and/or (iii) the number of Existing Shares to be sold by the Selling Shareholders is set above or below the Existing Share Offer Size Range (subject to the minimum free float requirements agreed by the Company with the UK Listing Authority), then the Company would make an announcement via a Regulatory Information Service and prospective investors would have a statutory right to withdraw their application for OrdinaryShares pursuant to section 87Q of FSMA. In such circumstances, the Pricing Statement would not be published until the period for exercising such withdrawal rights has ended. Therefore, the expected date of publication of the Pricing Statement would be extended. The arrangements for withdrawing offers to subscribe for or purchase Ordinary Shares would be made clear in the announcement. The New Shares to be issued pursuant to the Global Offer will, following Admission, rank pari passu in all respects with each other and with the Existing Shares and will rank in full for all dividends and other distributions declared, made or paid on Ordinary Shares after Admission. This Prospectus does not constitute part of any offer to sell, or the solicitationofanoffertosubscribefororbuy,anyOrdinarySharestoanypersoninany jurisdiction to whom or in which jurisdiction such offer or solicitation is unlawful and is not for distribution in or into the United States, Canada, Australia or Japan. Any failure to observe these restrictions may constitute a violation of the securities laws of any such jurisdiction. The Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States or under the applicable securities laws of Australia, Canada, Japan or South Africa. Subject to certain exceptions, the Ordinary Shares may not be offered or sold in the United States, Australia, Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa. Goldman Sachs International, Barclays, Citigroup, Morgan Stanley, HSBC and UniCredit Group may arrange for the offer and sale of the Ordinary Shares in the United States only to persons reasonably believed to be “Qualified Institutional Buyers” (as defined in Rule 144A under the Securities Act (“Rule 144A”) in reliance on Rule 144A or another exemption from, or in transactions not subject to, the registration requirements of the Securities Act. The Ordinary Shares are being offered and sold outside the United States in reliance on Regulation S under the Securities Act. There will be no public offer of the Ordinary Shares in the United States. Potential investors are hereby notified that the sellers of Ordinary Shares may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A thereunder. Potential investors with registered addresses in, or otherwise subject to the laws of, overseas territories must inform themselves of and observe any restrictions on the offer, sale or transfer of the Ordinary Shares and the distribution of this Prospectus and should refer to Part 14 — Details of the Global Offer. Goldman Sachs International, Barclays, Citigroup, Morgan Stanley, Lazard, HSBC and UniCredit Group, each of which is authorised and regulated in the United Kingdom by the Prudential Regulatory Authority are acting for the Company and no one else in connection with the Global Offer. They will not regard any other person (whether or not a recipient of this Prospectus) as their respective clients in relation to the Global Offer and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Goldman Sachs International, Barclays, Citigroup, Morgan Stanley, Lazard, HSBC or UniCredit Group or for giving advice in relation to the Global Offer, the contents of this Prospectus or any transaction or arrangement referred to herein. Investors should rely only on the information contained in this Prospectus and any supplementary prospectus produced to supplement the information contained in this Prospectus.