MARRIOTT INTERNATIONAL, INC. OFFER AND DISTRIBUTION RESTRICTIONS
The distribution of this Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this Offer to Purchase comes are required by the Company, the Dealer Managers and Tender and Information Agent to inform themselves about, and to observe, any such restrictions. Please select Country to view Distribution Restrictions Select Country United Kingdom Italy France Belgium Australia General JURISDICTIONAL RESTRICTIONS United Kingdom The communication of this Offer to Purchase and any other documents or materials relating to the Offer is not being made, and such documents or materials have not been approved, by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”). Accordingly, such documents or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents or materials is exempt from the restriction on financial promotions under Section 21 of the FSMA on the basis that it is only directed at and may be communicated to (i) persons who have professional experience in matters relating to investments, being investment professionals as defined in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”); (ii) persons who fall within Article 43(2) of the Financial Promotion Order; or (iii) any other persons to whom these documents or materials may lawfully be made under the Financial Promotion Order. Any investment or investment activity to which this Offer to Purchase relates is available only to such persons or will be engaged only with such persons and other persons should not rely on it. Italy None of the Offer, this Offer to Purchase or any other document or materials relating to the Offer have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian laws and regulations. The Offer is being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”) and article 35-bis, paragraph 3 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial owners of the Notes that are located in Italy can tender Notes for purchase in the Offer through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority. Belgium The Offer does not constitute a public offering within the meaning of Articles 3, § 1, 1º and 6, § 1, of the Belgian Takeover Law. The Offer is exclusively conducted under applicable private placement exemptions and has therefore not been, and will not be, notified to, and neither this Offer to Purchase nor any other document or material relating to the Offer has been, or will be, approved by the Belgian Financial Services and Markets Authority (Autorité des Services et Marchés Financiers/Autoriteit voor Financiële Diensten en Markten). Accordingly, the Offer, this Offer to Purchase, any memorandum, information circular, brochure or any similar documents relating to the Offer may not be advertised, offered or distributed, directly or indirectly, to any person located and/or resident in Belgium other than to persons who qualify as “Qualified Investors” in the meaning of Article 10, § 1, of the Belgian Prospectus Law, as referred to in Article 6, § 3, 1º of the Belgian Takeover Law, and who is acting for its own account, or in other circumstances which do not constitute a public offering in Belgium pursuant to the Belgian Takeover Law. This Offer to Purchase has been issued only for the personal use of the above Qualified Investors and exclusively for the purpose of the Offer. Accordingly, the information contained herein may not be used for any other purpose or disclosed to any other person in Belgium. France The Offer is not being made, directly or indirectly, to the public in the Republic of France (“France”). Neither this Offer to Purchase nor any other document or material relating to the Offer has been or shall be distributed to the public in France and only qualified investors (investisseurs qualifies) within the meaning of Article 2(e) of the Regulation (EU) 2017/1129 (the “Prospectus Regulation”), are eligible to participate in the Offer. This Offer to Purchase has not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers. Australia The Offer is not being made, directly or indirectly, to the public in Australia. Neither this Offer to Purchase nor any other document or material relating to the Offer has been or shall be distributed to the public in Australia, and only professional investors, as defined in Section 9 of the Corporations Act 2001 (Cth) (“Corporations Act”), or wholesale clients, as defined in Section 761 G of the Corporations Act, or otherwise persons to whom an offer may be made under Part 6D.2 or Corporations Regulation 7.9.97, each under the Corporations Act, are eligible to participate in the Offer. Neither this Offer to purchase nor any other document or material relating to the Offer will be lodged with the Australian Securities and Investments Commission or any other regulatory authority in Australia, and the Offer to Purchase does not comply with Division 5A of Part 7.9 of the Corporations Act. General This Offer to Purchase does not constitute an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes in the Offer will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and any Dealer Manager or any of the Dealer Managers’ respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by such Dealer Manager or affiliate, as the case may be, on behalf of the Company in such jurisdiction. Each Holder participating in the Offer will also be deemed to give certain representations generally as set out in “Description of the Offer—Procedures for Tendering Notes.” Any tender of Notes for purchase pursuant to the Offer from a Holder that is unable to make these representations will not be accepted. Each of the Company, each Dealer Manager and the Tender and Information Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Offer, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender shall not be accepted.
The distribution of this Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this Offer to Purchase comes are required by the Company, the Dealer Managers and Tender and Information Agent to inform themselves about, and to observe, any such restrictions.
Please select Country to view Distribution Restrictions
Select Country United Kingdom Italy France Belgium Australia General
JURISDICTIONAL RESTRICTIONS
United Kingdom
The communication of this Offer to Purchase and any other documents or materials relating to the Offer is not being made, and such documents or materials have not been approved, by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”). Accordingly, such documents or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents or materials is exempt from the restriction on financial promotions under Section 21 of the FSMA on the basis that it is only directed at and may be communicated to (i) persons who have professional experience in matters relating to investments, being investment professionals as defined in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”); (ii) persons who fall within Article 43(2) of the Financial Promotion Order; or (iii) any other persons to whom these documents or materials may lawfully be made under the Financial Promotion Order. Any investment or investment activity to which this Offer to Purchase relates is available only to such persons or will be engaged only with such persons and other persons should not rely on it.
Italy
None of the Offer, this Offer to Purchase or any other document or materials relating to the Offer have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian laws and regulations. The Offer is being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”) and article 35-bis, paragraph 3 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial owners of the Notes that are located in Italy can tender Notes for purchase in the Offer through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
Belgium
The Offer does not constitute a public offering within the meaning of Articles 3, § 1, 1º and 6, § 1, of the Belgian Takeover Law. The Offer is exclusively conducted under applicable private placement exemptions and has therefore not been, and will not be, notified to, and neither this Offer to Purchase nor any other document or material relating to the Offer has been, or will be, approved by the Belgian Financial Services and Markets Authority (Autorité des Services et Marchés Financiers/Autoriteit voor Financiële Diensten en Markten). Accordingly, the Offer, this Offer to Purchase, any memorandum, information circular, brochure or any similar documents relating to the Offer may not be advertised, offered or distributed, directly or indirectly, to any person located and/or resident in Belgium other than to persons who qualify as “Qualified Investors” in the meaning of Article 10, § 1, of the Belgian Prospectus Law, as referred to in Article 6, § 3, 1º of the Belgian Takeover Law, and who is acting for its own account, or in other circumstances which do not constitute a public offering in Belgium pursuant to the Belgian Takeover Law. This Offer to Purchase has been issued only for the personal use of the above Qualified Investors and exclusively for the purpose of the Offer. Accordingly, the information contained herein may not be used for any other purpose or disclosed to any other person in Belgium.
France
The Offer is not being made, directly or indirectly, to the public in the Republic of France (“France”). Neither this Offer to Purchase nor any other document or material relating to the Offer has been or shall be distributed to the public in France and only qualified investors (investisseurs qualifies) within the meaning of Article 2(e) of the Regulation (EU) 2017/1129 (the “Prospectus Regulation”), are eligible to participate in the Offer. This Offer to Purchase has not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.
Australia
The Offer is not being made, directly or indirectly, to the public in Australia. Neither this Offer to Purchase nor any other document or material relating to the Offer has been or shall be distributed to the public in Australia, and only professional investors, as defined in Section 9 of the Corporations Act 2001 (Cth) (“Corporations Act”), or wholesale clients, as defined in Section 761 G of the Corporations Act, or otherwise persons to whom an offer may be made under Part 6D.2 or Corporations Regulation 7.9.97, each under the Corporations Act, are eligible to participate in the Offer. Neither this Offer to purchase nor any other document or material relating to the Offer will be lodged with the Australian Securities and Investments Commission or any other regulatory authority in Australia, and the Offer to Purchase does not comply with Division 5A of Part 7.9 of the Corporations Act.
General
This Offer to Purchase does not constitute an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes in the Offer will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and any Dealer Manager or any of the Dealer Managers’ respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by such Dealer Manager or affiliate, as the case may be, on behalf of the Company in such jurisdiction.
Each Holder participating in the Offer will also be deemed to give certain representations generally as set out in “Description of the Offer—Procedures for Tendering Notes.” Any tender of Notes for purchase pursuant to the Offer from a Holder that is unable to make these representations will not be accepted. Each of the Company, each Dealer Manager and the Tender and Information Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Offer, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender shall not be accepted.
