or more of the Arsenal Shares by nominal value and voting rights attaching to such shares to which the Offer relates, KSE intends to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the 2006 Act to acquire compulsorily the remaining Arsenal Shares on the same terms as the Offer. Persons who are not resident in the United Kingdom, the Channel Islands or the Isle of Man should inform themselves of, and observe any applicable legal or regulatory requirements.This Announcement does not constitute an offer for sale of any securities or an offer or an invitation to purchase any securities. KSE, a Delaware corporation wholly-owned by Mr E. Stanley Kroenke, currently holds 41,743 Arsenal Shares, representing approximately 67.09 per cent. Details about the extent of Deutsche Bank AG's authorisation and regulation by the Prudential Regulation Authority, and the Financial Conduct Authority are available on request. Any persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.Arsenal Shares will be acquired pursuant to the Offer fully paid with full title guarantee and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid from Completion.If, on or after the date of this Announcement, any dividend and/or other distribution and/or other return of capital is announced, declared or paid in respect of the Arsenal Shares, KSE reserves the right to reduce the offer consideration for each Arsenal Share by an amount up to the amount of such dividend and/or distribution and/or return of capital for each Arsenal Share so announced, declared or paid, in which case any reference in this Announcement or the Offer Document to the offer consideration for the Arsenal Shares will be deemed to be a reference to the offer consideration as so reduced.Full terms of the Offer are set out in the Offer Document and (in the case of Arsenal Shares held in certificated form) the Form of Acceptance.In this Announcement, unless otherwise stated, or the context otherwise requires, the following bases and sources have been used:(a)        the value of the Offer is calculated based on:(i)         the Offer price of £29,419.64 per Arsenal Share; and(ii)     62,217 Arsenal Shares in issue and Arsenal having no employee share awards or options as at 6 August 2018, being the latest practicable date prior to the publication of this document; and(b)        all percentages have been rounded to two decimal places.Red and White Securities has given an irrevocable undertaking to KSE to accept (or procure the acceptance of) the Offer in respect of 18,695 Arsenal Shares.This irrevocable undertaking will continue to be binding on Red and White Securities in the event that a third party makes a higher competing offer and will only cease to be binding on the earlier of the following occurrences:(a)     the Offer Document is not published on a website and made available to the public (subject to Restricted Jurisdictions) by 11.00 a.m. on the date of this Announcement or such later time or date as Red and White Securities and KSE may agree; or(c)        the Offer has not become or been declared unconditional in all respects by:(i)        6.30 p.m. on the Business Day on which valid acceptances of the Offer in respect of all of the 18,695 Arsenal Shares held by Red and White Securities have been received by the Receiving Agent (or such later time or date as Red and White Securities and KSE may agree), if such valid acceptances are received by 3.00 p.m.; or(ii)        5.00 p.m. on the Business Day following the day on which valid acceptances of the Offer in respect of all of the 18,695 Arsenal Shares held by Red and White Securities have been received by the Receiving Agent (or such later time or date as Red and White Securities and KSE may agree), if such valid acceptances are received after 3.00 p.m.The following definitions apply throughout this Announcement unless the context otherwise requires:means the Companies Act 2006, as amended from time to timemeans the acceptance condition of the Offer set out in paragraph 1 of Appendix 1 to this Announcement and in Part A of Appendix I to the Offer Documentmeans this announcement made pursuant to Rule 2.7 of the Codemeans the directors of Arsenal as at the date of this Announcement or, where the context so requires, the directors of Arsenal from time to timemeans the directors of Arsenal as at the date of this Announcement other than Mr E. Stanley Kroenke and Mr means   Arsenal and its subsidiaries and subsidiary undertakings from time to time and a "member of the Arsenal Group" shall be construed accordinglymeans the ordinary shares of £1.00 each in the capital of Arsenal and includes:a)         the existing unconditionally allotted or issued and fully paid (or credited as fully paid) ordinary shares of £1.00 each in the capital of Arsenal;b)         any further ordinary shares of £1.00 each in the capital of Arsenal which are unconditionally allotted or issued and fully paid (or credited as fully paid) before the date on which the Offer closes (or such earlier date or dates, not being earlier than the date on which the Offer becomes unconditional as to acceptances or, if later, the First Closing Date, as KSE may decide); andc)         any Arsenal Shares held as treasury shares that cease to be held as treasury shares before the date on which the Offer closes (or such earlier date or dates as KSE may, subject to the Code, determine)but excludes any shares held as treasury shares on such date as KSE may determine before the Offer closes (which may be a different date(s) to the date referred to in b) and c)), and "Arsenal Share" means any one of themmeans a day, not being a public holiday, Saturday or Sunday, on which clearing banks in London are open for normal businessmeans in relation to a share or other security, a share or other security title to which is recorded in the relevant register of the share or other security as being held in certificated formmeans the Bailiwick of Jersey and the Bailiwick of Guernseymeans the City Code on Takeovers and Mergers issued by the Panel, as amended from time to timemeans the Offer becomes or is declared unconditional in all respectsmeans the condition to the implementation of the Offer set out in paragraph 1 of Appendix 1 to this Announcement and in Part A of Appendix I to the Offer Documentmeans a dealing disclosure pursuant to Rule 8 of the Code containing details of dealings in interests in relevant securities of a party to an offermeans Arsenal Shareholders, other than  Restricted Arsenal Shareholdersmeans the UK Financial Conduct Authority or its successor from time to timemeans the first closing date of the Offer as specified in the Offer Document, being 28 August 2018means the Form of Acceptance and Authority for use by Arsenal Shareholders in connection with the Offermeans the NEX Exchange Growth Market operated by NEX Exchangemeans the offer by KSE to acquire all the Arsenal Shares not already held by or on behalf of KSE as described in this Announcement and on the terms and subject to the Condition set out in the Offer Document and the Form of Acceptance (and, where the context so requires, any subsequent revision, variation, extension or renewal of such offer and includes any election or alternative (if applicable) available in connection with it)means the document to be dispatched to Arsenal Shareholders, containing (among other things) the full terms and condition of the Offermeans the period commencing on (and including 7 August 2018) and ending on whichever of the following dates shall be the latest: (i) 1.00 p.m. on the First Closing Date; (ii) the date on which the Offer lapses or is withdrawn; and (iii) the date on which the Offer becomes or is declared unconditional as to acceptancesmeans an opening position disclosure pursuant to Rule 8 of the Code containing details of interests or short position in, or rights to subscribe for, any relevant securities of a party to an offermeans The Football League Pension and Life Assurance Schememeans a reference of the Offer to the chair of the CMA for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013means the Prudential Regulation Authority or its successor from time to timemeans together (i) Arsenal's audited consolidated financial statements and annual report for the year ended 31 May 2016, (ii) Arsenal's audited consolidated financial statements and annual report for the year ended 31 May 2017 and (iii) Arsenal's interim accounts for the six months ended 30 November 2017means those Arsenal Shareholders who are located in a Restricted Jurisdictionmeans any jurisdiction (for the avoidance of doubt, other than the member states of the European Union, Switzerland, the Channel Islands and the Isle of Man) where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure or may result in a requirement to comply with any governmental or other consent on any registration, filing or other formality which KSE regards as unduly onerous if the Offer is made, or information concerning the Offer is sent or made available to Arsenal Shareholders in that jurisdictionmeans the two subscriber ordinary shares of £1.00 each in the capital of Arsenal which carry no right to vote or to income and a deferred right to a return of capital paid up, and are not traded on any stock exchangemeans the United Kingdom of Great Britain and Northern Irelandmeans the United States of America, its territories and possessions, any state of the United States of America and the District of Columbiameans the US Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunderthe US Securities Act of 1933, as amended and the rules and regulations promulgated thereunderAll times referred to are London time unless otherwise stated.All references to statutory provision or law or to any order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom.Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.
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