FAIRFAX, Va., June 13, 2017 (GLOBE NEWSWIRE) -- Playa Hotels & Resorts N.V. (NASDAQ:PLYA) (the “Company”)
announced today that the Registration Statement filed by the Company with the Securities and Exchange Commission (the “SEC”)
registering ordinary shares of the Company (“Ordinary Shares”) issuable as part of the Company’s previously announced exchange
offer (the “Offer”) and consent solicitation (the “Consent Solicitation”) relating to certain of its outstanding Warrants (as
defined below), has been declared effective by the SEC. As a result, the Company does not expect or intend to extend the expiration
date of the Offer, which is set to expire at 11:59 p.m., Eastern Daylight Time, on June 19, 2017, or such later time and date to
which the Company may extend (the “Expiration Date”). The Company advises holders of Warrants who intend and are eligible to
participate in the Offer to tender their Warrants as soon as possible, in the manner described in the Prospectus/Offer to Exchange
included in the Company’s Registration Statement on Form S-4 and related offering materials previously distributed to each holder.
Previously Announced Terms of the Offer and Consent Solicitation
Until the Expiration Date, the Company is offering to holders of its Warrants the opportunity to receive 0.1 of its Ordinary
Shares in exchange for each of the outstanding Warrants tendered by the holder and exchanged pursuant to this Offer. The Offer and
Consent Solicitation are being made to:
- All holders of the Company’s publicly traded warrants to purchase Ordinary Shares that were issued in connection with the
Company’s business combination between the Company, Pace Holdings Corp. (“Pace”) and Playa Hotels & Resorts B.V. (the
Company’s “Predecessor”) completed on March 11, 2017 (the “Business Combination”), which entitle such warrant holders to
purchase one-third of one ordinary share for a purchase price of one-third of $11.50, subject to adjustments, referred to as the
“Public Warrants.” The Company’s Ordinary Shares and Public Warrants are listed on NASDAQ under the symbols “PLYA” and PLYAW,”
respectively. As of June 6, 2017, 45,000,000 Public Warrants were outstanding. Pursuant to the Offer, the Company is offering an
aggregate of 4,500,000 of its Ordinary Shares in exchange for the Public Warrants.
- All holders of certain of the Company’s warrants to purchase Ordinary Shares that were privately issued as consideration in
connection with the consummation of the Business Combination based on an exemption from registration under the Securities Act of
1933, as amended, referred to as the “Private Warrants.” The Private Warrants entitle the holders to purchase one-third of one
Ordinary Share for a purchase price of one-third of $11.50, subject to adjustments. The terms of the Private Warrants are
identical to the Public Warrants, except that such Private Warrants are exercisable on a cashless basis and are not redeemable by
the Company, in each case so long as they are still held by the initial holders or their affiliates. The Public Warrants and
Private Warrants are referred to collectively as the “Warrants.” The Private Warrants were issued to TPG Pace Sponsor, LLC, the
former sponsor of Pace (“Pace Sponsor”), and the former shareholders of the Company’s Predecessor as consideration in the
Business Combination. As of June 6, 2017, 22,000,000 Private Warrants were outstanding. Pursuant to the Offer, the Company is
offering up to an aggregate of 2,200,000 of our Ordinary Shares in exchange for the Private Warrants.
Concurrently with the Offer, the Company is also soliciting consents from holders of the Warrants to amend (the “Warrant
Amendment”) the warrant agreement that governs all of the Warrants to permit the Company to require that each outstanding Warrant
be converted into 0.09 Ordinary Shares, which is a ratio 10% less than the ratio applicable to the Offer. Pursuant to the terms of
the warrant agreement, the consent of holders of at least 65% of the outstanding Warrants is required to approve the Warrant
Amendment, with the Public Warrant holders and Private Warrant holders voting together. Therefore, one of the conditions to the
adoption of the Warrant Amendment is the receipt of the consent of holders of at least 65% of the outstanding Warrants.
The Exchange Offer and Consent Solicitation will be open until 11:59 p.m., Eastern Daylight Time, on June 19, 2017, or such
later and time and date to which the Company may extend, as described in the Schedule TO and Prospectus/Offer to Exchange included
in the Registration Statement on Form S-4. Tendered Warrants may be withdrawn by holders at any time prior to the Expiration Date.
The Company’s obligation to complete the Offer and Consent Solicitation is not conditioned on the tender of a minimum amount of
Warrants. Subject to applicable law, the Company may amend, extend or terminate the Offer and Consent Solicitation at any time.
About Playa Hotels & Resorts
Playa Hotels & Resorts N.V. is a leading owner, operator and developer of all-inclusive resorts in prime beachfront locations
in popular vacation destinations in Mexico and the Caribbean. Playa owns a portfolio consisting of 13 resorts
(6,142-rooms) located in Mexico, the Dominican Republic and Jamaica. Playa owns and manages Hyatt Zilara and
Hyatt Ziva Cancun, Hyatt Zilara Rose Hall and Hyatt Ziva Rose Hall in Jamaica, Hyatt Ziva Puerto Vallarta
and Hyatt Ziva Los Cabos. The Company also owns and operates three resorts under Playa’s brands, THE Royal and Gran
Resorts, as well as five resorts in Mexico and the Dominican Republic that are managed by a third
party.
Forward looking statements
This press release contains ‘‘forward-looking statements,’’ as defined by federal securities laws.
Forward-looking statements reflect the Company’s current expectations and projections about future events at the time, and thus
involve uncertainty and risk. The words “believe,” “expect,” “anticipate,” “will,” “could,” “would,” “should,” “may,” “plan,”
“estimate,” “intend,” “predict,” “potential,” “continue,” and the negatives of these words and other similar expressions generally
identify forward looking statements. Such forward-looking statements are subject to various risks and uncertainties, including
those described under the section entitled “Risk Factors” in the Company’s Registration Statement on Form S-4, filed with
the SEC on June 6, 2017, as such factors may be updated from time to time in the Company’s periodic filings with the SEC,
which are accessible on the SEC’s website at www.sec.gov. Accordingly, there are or will be important factors that could cause actual
outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as
exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in the
Company’s filings with the SEC. While forward-looking statements reflect the Company’s good faith beliefs, they are not
guarantees of future performance. The Company disclaims any obligation to publicly update or revise any forward-looking statement
to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the
date of this press release, except as required by applicable law. You should not place undue reliance on any forward-looking
statements, which are based only on information currently available to the Company (or to third parties making the forward-looking
statements).
Contact: Ryan Hymel Playa Hotels & Resorts IR@playaresorts.com
