Samhi Hotels Ltd IPO

The company is not in compliance with certain covenants under certain of its financing agreements in the past, and in case of any breach of covenants in the future, such non-compliance, if not waived, could adversely affect its business, results of operations and financial condition.

The company indebtedness and the conditions and restrictions imposed by its financing arrangements may limit the company ability to grow its business.

The company has entered into hotel operator services agreements and other related agreements with Marriott, Hyatt and IHG (and their affiliates) to receive operating and marketing services for its hotels. The ACIC SPVs have entered into franchise agreements and brand license agreements with Marriott for the license of Marriott's brand name. If these agreements are terminated or not renewed, its business, results of operations and financial condition may be adversely affected.

A significant portion of its revenues are derived from a few hotels and from hotels concentrated in a few geographical regions and any adverse developments affecting such hotels or regions could have an adverse effect on its business, results of operation and financial condition.

If the company is unable to realize the anticipated growth opportunities and synergies from the assets its acquire, including from the Proposed ACIC Acquisition (as defined below) or any other acquisition that its may undertake in the future, its business, financial condition, cash flows and results of operations may be adversely affected.

Certain of its hotels are located in buildings which have been leased to it by third parties. If the company is unable to comply with the terms of the lease agreements, renew its agreements or enter into new agreements, its business, results of operations and financial condition may be adversely affected.

The company operations are dependent on its ability to attract and retain qualified personnel, including the company senior management and any inability on its part to do so, could adversely affect its business, results of operations and financial condition.

The Company, its Directors, its Subsidiaries and the ACIC SPVs are involved in certain legal proceedings. An adverse outcome in any of these proceedings may adversely affect the profitability, reputation, business, results of operations and financial condition of the Company, its Subsidiaries and the ACIC SPVs.

The company business is subject to seasonal and cyclical variations that could result in fluctuations in its results of operations.

The company has pledged equity shares of certain of its Subsidiaries in favor of certain lenders and granted security interests over certain of its assets. The ACIC SPVs are also required to pledge their respective equity shares in favor of their lender. If events of default arise under the relevant share pledge agreements or financing agreements, such lenders could exercise their rights under the agreements, adversely affecting the business, results of operations, cash flows and prospects of the Company, its Subsidiaries and the ACIC SPVs.