OneSpaWorld Holdings Limited (NASDAQ: OSW) (“OneSpaWorld” or the “Company”), the preeminent global provider of health and wellness services and products on-board cruise ships and in premium destination resorts around the world, today announced the commencement of a proposed underwritten secondary public offering of its common shares. OneSpaWorld is conducting a resale of common shares on behalf of Steiner Leisure Limited and certain affiliates of OneSpaWorld’s directors (collectively, the “Selling Shareholders”). The Selling Shareholders intend to offer an aggregate of $80.0 million of OneSpaWorld’s common shares. The offering consists entirely of secondary shares to be sold by the Selling Shareholders and OneSpaWorld will not receive any proceeds from the offering.

Stifel and William Blair will act as joint book-running managers for the offering.

The Selling Shareholders are expected to grant the underwriters a 30-day option to purchase up to an additional $12.0 million of OneSpaWorld’s common shares at the public offering price, less underwriting discounts and commissions. The proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

The public offering is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-239628), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on July 22, 2020. The proposed offering is being made only by means of a prospectus supplement and accompanying prospectus. Copies of the preliminary prospectus supplement and the accompanying prospectus may be obtained at the SEC’s website at www.sec.gov, or from Stifel, Nicolaus & Company, Incorporated, Attention: Prospectus Department, One South Street, 15th Floor, Baltimore, MD 21202 (443-224-1988), or by email at syndprospectus@stifel.com or from William Blair & Company, L.L.C., Attention: Prospectus Department, 150 North Riverside Plaza, Chicago, IL 60606, by telephone at (800) 621-0687, or by email at prospectus@williamblair.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

About OneSpaWorld

Headquartered in Nassau, Bahamas, OneSpaWorld is one of the largest health and wellness ser­vices companies in the world. OneSpaWorld’s distinguished health and wellness centers offer guests a comprehensive suite of premium health, wellness, fitness and beauty services, treatments, and products currently onboard 160 cruise ships and at 53 destination resorts around the world. OneSpaWorld holds the leading market position within the historically fast-growing international leisure market and has been built upon its exceptional service standards, expansive global re­cruitment, training and logistics platforms, and a history of service and product innovation that has enhanced its guests’ personal care experiences while vacationing for over 65 years.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of, and made pursuant to the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The expectations, estimates, and projections of the Company may differ from its actual results and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” or the negative or other variations thereof and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, statements regarding the terms of the proposed public offering and the underwriters’ option to purchase additional common shares, statements regarding the Company’s plans and other statements that are not historical plans. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from the expected results. Factors that may cause such differences include, but are not limited to: the impact of the COVID-19 pandemic on our business and our results of operation and liquidity for the foreseeable future; the demand for the Company’s services together with the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors or changes in the business environment in which the Company operates; changes in consumer preferences or the market for the Company’s services; changes in applicable laws or regulations; the availability or competition for opportunities for expansion of the Company’s business; difficulties of managing growth profitably; the loss of one or more members of the Company’s management team; loss of a major customer and other risks and uncertainties included from time to time in the Company’s reports (including all amendments to those reports) filed with the SEC. The Company cautions that the foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this communication.

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