FROM:           Principal Hotels Topco 3 Limited of The Inspire, Hornbeam Square West, Harrogate, North Yorkshire HG2 8PA (registered in England No. 09359772) (the Provider)

TO WHOM IT MAY CONCERN

Proposed Acquisition of De Vere Cranage Estate (the Transaction)

We refer to our discussions in relation to the Transaction.  In consideration of the Group agreeing to make available to the Recipient certain information in order for the Recipient to evaluate whether or not to proceed with the Transaction (the Permitted Purpose), the Recipient agrees with the Provider as follows:

The Provider enters into this agreement on behalf of itself and each member of the Group (collectively the Group).

1. 1.          Confidentiality Undertaking

The Recipient undertakes with the Group:

(a)      to keep the Confidential Information confidential and not to disclose it to anyone except as provided for by paragraph 2 below and to ensure that the Confidential Information is protected with security measures and a degree of care that would apply to the Recipient’s own confidential information;

(b)     to keep confidential and not disclose to anyone the fact that the Confidential Information has been made available to you or that discussions or negotiations are taking place or have taken place between you and the Group in connection with the Transaction; and

(c)      to use the Confidential Information only for the Permitted Purpose.

 

1. 2.       Permitted Disclosure

The Provider agrees that the Recipient may disclose Confidential Information:

(a)    to members of the Recipient’s Participant Group and their respective officers, directors and professional advisers to the extent necessary for the Permitted Purpose and to any auditors of members of the Recipient’s Participant Group, provided that prior to making such disclosure the Recipient obtains a written confidentiality undertaking from the proposed recipient, addressed to the Provider in terms no less onerous than those contained in this letter and sends a copy of the undertaking to the Provider; or

(b)    to any third party funders and their advisors to the extent necessary for the Permitted Purpose, provided that prior to making such disclosure the Recipient obtains a written confidentiality undertaking from the proposed recipient, addressed to the Provider in terms no less onerous than those contained in this letter and sends a copy of the undertaking to the Provider; or

(c)    to the extent requested or required by any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body; or

(d)    to the extent required by the rules of any stock exchange on which the shares or other securities of any member of the Recipient’s Participant Group are listed; or

(e)    to the extent required by the laws or regulations of any country with jurisdiction over the affairs of any member of the Recipient’s Participant Group; or

(f)     with the prior written consent of the Provider.

 

1. 3.       Notification of Required or Unauthorised Disclosure

The Recipient agrees (to the extent permitted by law) to inform the Provider of the terms:

(a)    of the circumstances of any disclosure under sub-paragraphs 2(b) to 2(d) (inclusive) above, except where such disclosure is made to any of the persons referred to in those paragraphs during the ordinary course of its supervisory or regulatory function; and

(b)    upon becoming aware that Confidential Information has been disclosed in breach of this letter.

 

1. 4.       Return of Copies

If any member of the Group so requests of the Recipient in writing, the Recipient will return to the Group or (as any member of the Group may reasonably direct) destroy all Confidential Information supplied to the Recipient by the Group and (to the extent technically practicable) destroy or permanently erase all copies of Confidential Information made by the Group and use all reasonable endeavours to ensure that anyone to whom the Recipient has supplied any Confidential Information destroys or permanently erases such Confidential Information and any copies made by them, in each case save to the extent that the Recipient or the recipients are required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial, governmental, supervisory or regulatory body, or where the Confidential Information has been disclosed under sub-paragraphs 2(b) to 2(d) (inclusive) above.

 

1. 5.       TERMS OF PROPOSALS

Subject to paragraph 2, the Recipient agrees with the Group not to disclose (nor permit anyone else to disclose) to anyone the value, pricing or any of the other terms of any offer or arrangements proposed in relation to the Transaction (including in respect of any proposed financing), whether or not in writing, by or on behalf of the Group without a member of the Group’s prior written consent.

 

1. 6.       Continuing Obligations

The obligations in this letter are continuing and, in particular, shall survive the termination of any discussions or negotiations between the Group and the Recipient.  Notwithstanding the previous sentence, the obligations in this letter shall cease thirty-six (36) months after the date of this letter.

 

1. 7.       No Representation; Consequences of Breach, etc

(a)    The Recipient acknowledges and agrees with the Group that neither the Group nor any of the Group’s officers, employees or advisers (each a Relevant Person):

(i)     makes any representation or warranty, express or implied, as to, or assumes any responsibility for, the accuracy, reliability or completeness of any of the Confidential Information or any other information supplied by the Group or the assumptions on which it is based; or

(ii)   shall be under any obligation to update or correct any inaccuracy in the Confidential Information or any other information supplied by the Group or be otherwise liable to the Recipient or any other person in respect to the Confidential Information or any such information.

(b)    The Recipient acknowledges that the Group may be irreparably harmed by the breach of the terms of this letter and damages may not be an adequate remedy; each Relevant Person may be granted an injunction or specific performance for any threatened or actual breach of the provisions of this letter by the Recipient.

(b)    The Provider acknowledges and agrees with the Recipient that neither this letter nor any disclosure or receipt of Confidential Information constitutes a representation that the Recipient will participate in the Transaction or in a transaction relating to the Provider (to the extent it concerns the Transaction) or continues discussions relating thereto.

 

1. 8.       No Waiver; Amendments, etc

(a)    This letter sets out the full extent of the Recipient’s obligations owed to the Group in relation to the Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

(b)    No failure or delay in exercising any right, power or privilege under this letter will operate as a waiver thereof nor will any single or partial exercise of any right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privileges under this letter. 

(c)    The terms of this letter and the Recipient’s obligations under this letter may only be amended or modified by written agreement between the Provider and the Recipient.

 

1. 9.       Non-Solicitation

(a)    The Recipient shall not for a period of eighteen (18) months from the date of this letter, solicit, employ or offer to employ any person who is at any time during the consideration or review of, or the conduct of negotiations relating to the Transaction, employed by the Provider or the Provider’s Group and whose basic remuneration exceeds £75,000 per annum and who either:

(i)     has participated in any discussions relating to the Transaction or the supply of Confidential Information; or

(ii)   is an employee of any of the Provider’s businesses and who is identifiable in any of the Confidential Information.

(b)    No breach of this paragraph 9 shall occur where the relevant employee:

(i)     was approached by or in discussions with the Recipient prior to the date hereof;

(ii)   voluntarily applies for hire, provided that the Recipient did not otherwise breach the obligations in this paragraph 9 in respect of that person; or

(iii) is solicited, offered employment or employed through the placing of a public advertisement of a post available to a member of the public generally or through an employment agency, search firm, placement or recruiting agency or similar entity, provided that such advertisement is not targeted at such person or such agency is not encouraged or advised by the Recipient to approach any such person.

1. 10.   Nature of Undertakings 

(a)    The undertakings given by each party to this letter to the other are also given to each member of the Group or Participant Group (as applicable).

(b)    Each party to this letter agrees (at its own expense) to do all such acts and things necessary or desirable to give effect to the terms of this letter.

 

1. 11.   Benefit

(a)    Subject to paragraph 7 above, the terms of this letter may be enforced and relied upon only by the Group and the Recipient and the operation of the Contracts (Rights of Third Parties) Act 1999 is excluded.

(b)    Notwithstanding any provisions of this letter, the Provider does not require the consent of any Relevant Person or any member of the Group to rescind or vary this letter at any time.

(c)    The Recipient shall not assign the benefit of the terms of this letter.

 

1. 12.   Counterparts

This letter may be executed in any number of counterparts.  This has the same effect as if the signatures on the counterparts were on a single copy of this letter.

 

1. 13.   Governing Law and Jurisdiction

(a)           This letter (including the agreement constituted by each party’s acknowledgement of its terms) and any non-contractual obligations arising out of or in connection therewith (including any non-contractual obligations arising out of the negotiation of any transaction contemplated by this letter) are governed by English law.

(b)           The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this letter (including a dispute relating to any non-contractual obligations arising out of or in connection with either this letter or the negotiation of the Transaction).

 

14.  no contact

The Recipient may not, with respect to the Transaction, knowlingly: (i) make contact or (ii) discuss the Transaction with any member of the Group (whether such individual is based at any property of the Group or not) without the prior written consent of the Provider.

15. Definitions and interpretation

In this letter (including the acknowledgement set out below):

(a)    Confidential Information means any information relating to the Transaction or any member of the Group and their assets, liabilities or activities and/or the Group’s proposals for completing the Transaction, in each case, provided to the Recipient by the Group, or any of the Group’s affiliates or advisers, in whatever form, and includes information given orally or contained in a virtual data room and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

(i)     is or becomes public knowledge other than as a direct or indirect result of any breach of this letter;

(ii)   is known by the Recipient, any member of the Participant Group and/or their respective advisers before the date the information is disclosed to the Recipient by the Groupor is lawfully obtained by the Recipient, any member of the Participant Group and/or their respective advisers after that date, other than from a source which is connected with the Group,

      and which, in either case, as far as the Recipient is aware, has not been obtained in violation of, and is not otherwise subject to, any obligation of confidentiality.

(b)    Group means the Provider and each member of its each of its corporate group or affiliated entities under common control or management with the Provider.

(c)    Participant Group means, in respect of the Recipient, each of its holding companies and subsidiaries and each subsidiary of each of its holding companies (as each such term is defined in the Companies Act 2006).

 

16. Should You have executed a separate confidentiality agreement in relation to the Hotel, in the event of any inconsistency between the terms of this letter and the terms of such separately executed agreement, this letter shall prevail.

 

 

Please acknowledge your agreement to the above by clicking “Accept”.

Yours faithfully, for and on behalf of PRINCIPAL HOTELS TOPCO 3 LIMITED