14th June 2023
Not for distribution, directly or indirectly, in or into the United States or any jurisdiction in which such distribution would be unlawful
Motion Finco S.à r.l.
Post-Stabilisation Notice
Pursuant to Article 6(3) of Commission Delegated Regulation (EU) 2016/1052 supplementing Article 5 of Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation, Deutsche Bank AG, London Branch (contact: Jeremy Selway, telephone +44 (0)20 7547 5983) hereby gives notice that stabilisation was undertaken by the Stabilising Manager named below in relation to the offer of the following securities.
The Securities:
Issuer: Motion Finco S.à r.l.
Guarantor (if any): Motion Acquisition Limited, Motion Finco 2 S.à r.l., Motion Finco, LLC, Merlin Entertainments Limited, Madame Tussauds Touring Exhibition Limited, Merlin Attractions Operations Limited, Merlin Entertainments (Dungeons) Limited, Merlin Entertainments Group Holdings Limited, Merlin Entertainments (SEA LIFE) Limited, LEGOLAND ApS, Dungeon Deutschland GmbH, Heide-Park Soltau GmbH, LEGOLAND Deutschland Freizeitpark GmbH, Legoland Deutschland GmbH, Madame Tussauds Deutschland GmbH, Sea Life Deutschland GmbH, Gardaland S.r.l., LEGOLAND California, LLC, LEGOLAND Discovery Centre US, LLC, LEGOLAND New York LLC, Madame Tussaud Las Vegas LLC, Madame Tussaud's New York LLC, Merlin Entertainments Group Florida LLC, Merlin Entertainments Group U.S. Holdings Inc., Merlin Entertainments North America LLC, Sea Life Minnesota LLC, Sea Life US LLC
Aggregate nominal amount: 700,000,000
Description: EUR 700,000,000 Senior Secured Floating Rate Notes 7.375% due 2030 (RegS ISIN: XS2623257503; 144A ISIN: XS2623257685)
Issue/Reoffer Price: 100
Spread over benchmark: 499
Trading venue(s) on which stabilisation occurred: The International Stock Exchange
Stabilisation:
Stabilising Manager(s): Deutsche Bank AG, London Branch
Stabilisation started: 23 May 2023
Stabilisation last occurred: 31 May 2023
For each of the dates during which stabilisation transactions were carried out, the price range was as follows:
| Date: |
Lowest Price (EUR): |
Highest Price (EUR): |
| 24 May 2023 |
98.875 |
99.907 |
| 25 May 2023 |
98.875 |
99.875 |
| 26 May 2023 |
99.625 |
99.625 |
| 31 May 2023 |
99.625 |
100.155 |
This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Issuer in any jurisdiction.
This announcement is not an offer of securities for sale into the United States. The securities referred to above have not been, and will not be, registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from registration. There has not been and will not be a public offer of the securities in the United States.
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