Item 4 — Purpose of Transaction
Item 4 of the Statement is amended and supplemented by adding the following: PURCHASE AGREEMENT On February 9, 2025, Hyatt Hotels Corporation ("Hyatt") entered into a Purchase Agreement (the "Purchase Agreement") with the Issuer, and HI Holdings Playa B.V. ("HI Holdings" or "Buyer"). INITIAL OFFER, DURATION AND EXPIRATION TIME Pursuant to the Purchase Agreement, Buyer will commence a tender offer (the "Offer") to purchase all of the issued and outstanding Ordinary Shares of the Issuer at a cash price of $13.50 per Share (the "Offer Consideration"), without interest and subject to any required tax withholding. The Offer will remain open until 9:00 a.m. (New York City time) on the day that is (i) 21 business days from the commencement of the Offer or (ii) six business days after the date of the extraordinary general meeting of the shareholders of the Issuer discussed below (the "EGM"), whichever is later, unless the Offer is extended. The time at which the Offer expires (taking into account any extensions) is referred to as the "Expiration Time." SUBSEQUENT OFFERING PERIOD; CORPORATE REORGANIZATION If the conditions to the settlement of the Offer are satisfied, Buyer will commence a subsequent offering period (the "Subsequent Offering Period") on the first business day after the Expiration Time. Pursuant to the Subsequent Offering Period, Buyer will offer to purchase additional Ordinary Shares at the Offer Consideration, without interest and subject to any required tax withholding, for a period of five business days. It is expected that, promptly following settlement of the Subsequent Offering Period (the "Subsequent Closing"), the Issuer will become an indirect wholly owned subsidiary of Hyatt through a corporate reorganization involving the Issuer and its subsidiaries. Accordingly, the Issuer will no longer be a publicly traded company, the listing of the Issuer's Ordinary Shares on NASDAQ will be terminated and the Ordinary Shares will be deregistered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), resulting in the cessation of the Issuer's reporting obligations with respect to the Ordinary Shares. The corporate reorganization will be implemented by means of a Dutch legal triangular merger (juridische driehoeksfusie) of the Issuer with and into a newly formed indirect subsidiary of the Issuer, together with a share exchange and cancellation transaction. Upon completion, each shareholder of the Issuer that did not tender its Ordinary Shares prior to the expiration of the Subsequent Offering Period will cease to hold any Ordinary Shares and will have received an amount in cash, without interest and subject to any required tax withholding, equal to the Offer Consideration multiplied by the number of Ordinary Shares held by such minority shareholder immediately prior to the corporate reorganization. CONDITIONS TO THE OFFER Buyer's obligation to purchase Ordinary Shares pursuant to the Offer is subject to the satisfaction or waiver of various usual and customary conditions, including: --The tendering of a sufficient number of Ordinary Shares to enable Buyer to acquire, together with the Ordinary Shares it currently holds, at least eighty percent (80%) of the Ordinary Shares (the "Minimum Condition") at the settlement of the Offer (and prior to any Subsequent Offering Period) (the "Closing"). Under certain circumstances, Buyer may reduce the Minimum Condition to seventy-five percent (75%) of the Ordinary Shares. --The receipt of required approvals relating to anti-competition filings, or the expiration or termination of their respective waiting periods, including any extensions (collectively, the "Required Approvals"). Hyatt, Buyer and the Issuer have agreed to use their respective reasonable best efforts to obtain the Required Approvals. --The adoption of resolutions by shareholders of the Issuer at the EGM (or a subsequent EGM) approving certain transactions relating to the Offer and appointing Buyer designees to, and removal of certain other directors from, the Issuers' board of directors (the "Board") effective upon the Closing (the "Shareholder Approval"). The Shareholder Approval will include authority to conduct the corporate reorganization following the Subsequent Closing described above. EXTENSIONS OF THE OFFER If, at any then-scheduled expiration time, any conditions of the Offer have not been satisfied or waived by Buyer, Buyer must, subject to certain exceptions, extend the Offer in consecutive periods of up to ten business days in order to permit the satisfaction of such conditions. If Buyer determines at any then-scheduled expiration time that the conditions of the Offer are not reasonably likely to be satisfied within a ten business day extension period, then Buyer may choose to extend the Offer for up to 20 business days instead. Buyer is not required to extend the Offer beyond October 9, 2025. In addition, if the only unmet conditions are the Minimum Condition and cer