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Cobham PLC (COB)

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Wednesday 21 August, 2019

Cobham PLC

Announcement on publication of Scheme Document

RNS Number : 6893J
Cobham plc
21 August 2019
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

21 August 2019

RECOMMENDED CASH ACQUISITION

of

COBHAM PLC

by

AI CONVOY BIDCO LIMITED

an indirect subsidiary of funds managed by
Advent International Corporation

 

to be effected by means of a scheme of arrangement of
Cobham plc under Part 26 of the Companies Act 2006

 

Publication of Scheme Document

 

On 25 July 2019, the boards of Cobham plc (Cobham) and AI Convoy Bidco Limited (Bidco) announced that they had reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Cobham by Bidco (the Acquisition), to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the Scheme).

Capitalised terms used in this announcement, unless otherwise defined, have the meanings given to them in the Scheme Document (as defined below).

Publication and Posting of the Scheme Document

The board of Cobham is pleased to announce that it has today published a circular in relation to the Scheme (the Scheme Document) containing, among other things, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events, notices of the Court Meeting and General Meeting and details of the actions to be taken by Cobham Shareholders (and, in relation to the General Meeting only, Cobham Preference Shareholders). The Scheme Document is available, subject to certain restrictions relating to persons in Restricted Jurisdictions, on Cobham's website at www.cobhaminvestors.com and will also be submitted to the National Storage Mechanism and be available at www.morningstar.co.uk/uk/NSM.

Hard copies of the Scheme Document and Forms of Proxy for the Court Meeting and the General Meeting are being posted to Cobham Shareholders, Cobham Preference Shareholders and, for information only, to persons with information rights today.

Action Required

As detailed further in the Scheme Document, in order to become effective, the Scheme requires, among other things, that a majority in number of the Scheme Shareholders present and voting (and entitled to vote) either in person or by proxy, representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders, vote in favour of the Scheme at the Court Meeting, and that Cobham Shareholders and Cobham Preference Shareholders approve the Scheme Resolution at the General Meeting. The Scheme is also subject to the satisfaction or (where applicable) waiver of the Conditions and further terms set out in the Scheme Document.

Notices convening the Court Meeting and the General Meeting, to be held at the offices of Allen & Overy LLP at One Bishops Square, London E1 6AD, on 16 September 2019, are set out in the Scheme Document. The Court Meeting is scheduled to commence at 10.30 a.m. and the General Meeting is scheduled to commence at 10.45 a.m. (or as soon thereafter as the Court Meeting is concluded or adjourned). Forms of Proxy for use at such Meetings are enclosed with the Scheme Document.

The Cobham Directors, who have been so advised by Merrill Lynch International (BofA Merrill Lynch), J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove (J.P. Morgan Cazenove) and N.M. Rothschild & Sons Limited (Rothschild & Co) as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their financial advice to the Cobham Directors, each of BofA Merrill Lynch, J.P. Morgan Cazenove and Rothschild & Co has taken into account the commercial assessments of the Cobham Directors. BofA Merrill Lynch and Rothschild & Co are providing independent financial advice to the Cobham Directors for the purposes of Rule 3 of the Code.

Accordingly, the Cobham Directors believe that the Acquisition is in the best interests of Cobham Shareholders and recommend unanimously that Cobham Shareholders vote in favour of the Scheme at the Court Meeting and that Cobham Shareholders and Cobham Preference Shareholders vote in favour of the Resolutions at the General Meeting, as all of the Cobham Directors have irrevocably undertaken to do in respect of their own legal and/or beneficial holdings of 1,059,173 Cobham Shares representing, in aggregate, approximately 0.04 per cent. of Cobham's issued ordinary share capital as at the close of business on 19 August 2019, being the latest practicable date before publication of the Scheme Document.

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of Scheme Shareholder opinion. Scheme Shareholders are therefore strongly encouraged to complete, sign and return their Forms of Proxy (once received) (or appoint a proxy online at www.sharevote.co.uk or electronically through the CREST electronic proxy appointment service) as soon as possible in accordance with the instructions for doing so.

Subject to the approval of Scheme Shareholders at the Court Meeting and Cobham Shareholders and Cobham Preference Shareholders at the General Meeting, the sanction of the Scheme by the Court and the satisfaction or waiver (if capable of waiver) of the other Conditions to which the Scheme is subject, it is expected that the Scheme will become effective before the end of 2019.

Holders of Scheme Shares should read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Shareholder Helpline

A shareholder helpline is available for Cobham Shareholders. If Cobham Shareholders have any questions about the Scheme Document, the Court Meeting or the General Meeting or how to complete the Forms of Proxy or to appoint a proxy online or electronically through the CREST electronic proxy appointment service, they can call Equiniti Limited on 0333 207 6534 (or +44 (0) 121 415 0855 if calling from outside the UK). Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the UK will be charged at the applicable international rate. Lines are open from 8.30 a.m. to 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales. Please note that Equiniti Limited cannot provide any financial, legal or tax advice, or advice on the Acquisition, and calls may be recorded and monitored for security and training purposes.

Timetable

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also set out in the Appendix to this announcement. The Scheme remains conditional on the approval of Cobham Shareholders at the Court Meeting and Cobham Shareholders and Cobham Preference Shareholders at the General Meeting and to the satisfaction or waiver of the other Conditions set out in the Scheme Document, including the sanction of the Court. The Scheme is expected to become effective before the end of 2019 and an update to the expected timetable will be announced through a Regulatory Information Service following receipt of relevant antitrust and regulatory clearances, with such announcement being made available on Cobham's website at www.cobhaminvestors.com.

Undertakings in connection with the Acquisition

Bidco also notes that it is in discussions with the UK Government regarding the potential for Bidco to provide legally binding undertakings in connection with the Acquisition. Bidco will provide an update in due course.

 

Enquiries:


Cobham


 

David Lockwood, Chief Executive Officer

David Mellors, Chief Financial Officer

Julian Wais, Director of Investor Relations

 

+44 (0) 1202 857 504

 

MHP Communications (Financial PR Adviser to Cobham)


 

Reg Hoare

Tim Rowntree

Nessyah Hart

 

+44 (0) 20 3128 8570

[email protected]

 

BofA Merrill Lynch (Financial Adviser and Corporate Broker to Cobham)


 

Peter Luck

Geoff Iles

Joshua Maguire

 

+44 (0) 20 7628 1000

 

J.P. Morgan Cazenove (Financial Adviser and Corporate Broker to Cobham)


 

Edmund Byers

Richard Perelman

Kirshlen Moodley

 

+44 (0) 20 7742 4000

 

Rothschild & Co (Financial Adviser to Cobham)


 

Ravi Gupta

Sabina Pennings

David Morrison

 

+44 (0) 20 7280 5000

 

Bidco

Advent


 

Finsbury (PR adviser to Bidco and Advent)


 

James Murgatroyd

Dorothy Burwell

Humza Vanderman

 

+44 (0) 20 7251 3801

 

Goldman Sachs International (Financial Adviser to Bidco and Advent)


 

Mark Sorrell

Nick Harper

Ed Eppler

Bertie Whitehead (Corporate Broking)

 

+44 (0) 20 7774 1000

 

Citigroup (Financial Adviser to Bidco and Advent)


 

Jan Skarbek

David Fudge

Stephen Edelman

Christopher Wren (Corporate Broking)

 

+44 (0) 20 7986 4000

 

Credit Suisse International (Financial Adviser to Bidco and Advent)


 

Joe Hannon

+44 (0) 20 7888 8888

 

Freya Van Oorsouw


 



 



 

Allen & Overy LLP are retained as legal adviser to Cobham. Linklaters LLP are retained as legal adviser to Advent and Bidco and Weil Gotshal & Manges (London) LLP are retained as financing and anti-trust and regulatory legal adviser to Advent and Bidco.

 

 

 

Appendix

Expected Timetable of Principal Events

All references below to times are to London time unless otherwise stated.

Event

Expected time/date

Latest time for lodging Forms of Proxy for the:


Court Meeting (BLUE Form of Proxy)

10.30 a.m. on 12 September 2019(1)

General Meeting (WHITE Form of Proxy)  

10.45 a.m. on 12 September 2019(2)



Voting Record Time

6.30 p.m. on 12 September 2019(3)

Court Meeting

 10.30 a.m. on 16 September 2019

General Meeting  

10.45 a.m.(4) on 16 September 2019

The following dates are indicative only and are based on Cobham's and Bidco's current expectations and may be subject to change (including as a result of changes to the regulatory timetable); please see note (5) below. Cobham will give adequate notice of these dates and times, when known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available at Cobham's website at www.cobhaminvestors.com

Court Hearing

A date expected to be no later than 14 days after the satisfaction or waiver of Conditions 2(a) to 2(f) (inclusive), which is expected to be before the end of 2019 (D)(6)

Last day of dealings in, and for registration of transfers of, and disablement of CREST for, Cobham Shares  

D + 1 business day

Scheme Record Time 

6.30 p.m. on D + 1 business day

Suspension of listing of, and dealings in, Cobham Shares

7.30 a.m. on D + 2 business days

Effective Date of the Scheme(7)

D + 2 business days

De-listing of Cobham Shares

By 8.00 a.m. on D + 3 business days

Despatch of cheques and crediting of CREST for Consideration due under the Scheme  

By 14 days after the Effective Date

Long Stop Date  

30 April 2020(8)

_____________                                                                                                                                                                                     

Notes: 

(1)       It is requested that BLUE Forms of Proxy for the Court Meeting be lodged not later than 48 hours (excluding any part of a day that is not a business day) before the time appointed for the Court Meeting or, in the case of an adjourned meeting, 48 hours (excluding any part of a day that is not a business day) before the time appointed for the adjourned Court Meeting. BLUE Forms of Proxy not so lodged may be handed to Equiniti Limited on behalf of the Chairman of the Court Meeting, or to the Chairman of the Court Meeting, before the start of the Court Meeting.

(2)       WHITE Forms of Proxy for the General Meeting must be lodged not later than 48 hours (excluding any part of a day that is not a business day) before the time appointed for the General Meeting or, in the case of an adjourned meeting, 48 hours (excluding any part of a day that is not a business day) before the time appointed for the adjourned General Meeting.

(3)       If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned meeting will be 6.30 p.m. on the day which is two days (excluding any part of a day that is not a business day) before the date of the adjourned meeting.

(4)       Or as soon after 10.45 a.m. as the Court Meeting shall have concluded or been adjourned.

(5)       These dates are indicative only and will depend, among other things, on the date upon which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar of Companies.

(6)       The Court Hearing is expected to be held no later than 14 days after the satisfaction, or, where applicable, waiver of Conditions 2(a) to 2(f) (inclusive), as set out in Part Three (Conditions to and further terms of the Scheme and the Acquisition) of the Scheme Document.

(7)       The Scheme will become effective pursuant to its terms upon the Court Order being delivered to the Registrar of Companies.

(8)       This is the latest date by which the Scheme may become effective unless Bidco and Cobham agree (and the Panel and, if required, the Court permit) a later date.

 

Important Notices

Merrill Lynch International (BofA Merrill Lynch), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK, is acting exclusively for Cobham and for no one else in connection with the Acquisition and any other matters referred to in this announcement. BofA Merrill Lynch will not be responsible to anyone other than Cobham for providing the protections afforded to clients of BofA Merrill Lynch or for providing advice in connection with the Acquisition or any matter referred to in this announcement.

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove (J.P. Morgan Cazenove), is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK. J.P. Morgan Cazenove is acting as financial adviser exclusively for Cobham and no one else in connection with the Acquisition and any other matters referred to in this announcement, and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Cobham for providing the protections afforded to such financial advisory clients of J.P. Morgan Cazenove or for providing advice in relation to the Acquisition or any matter referred to in this announcement.

N.M. Rothschild & Sons Limited (Rothschild & Co), which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively for Cobham and for no one else in connection with the Acquisition and any other matters set out in this announcement. Rothschild & Co will not regard any other person as its client in relation to the Acquisition and any other matters set out in this announcement, and will not be responsible to anyone other than Cobham for providing the protections afforded to clients of Rothschild & Co or for providing advice in relation to the Acquisition or any other matter referred to in this announcement.

Goldman Sachs International (Goldman Sachs), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK, is acting exclusively for Bidco and Advent and no one else in connection with the Acquisition and any other matters set out in this announcement. Goldman Sachs will not be responsible to anyone other than Bidco and Advent for providing the protections afforded to clients of Goldman Sachs or for providing advice in connection with the Acquisition or any other matter referred to in this announcement.

Citigroup Global Markets Limited (Citigroup), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK, is acting exclusively as financial adviser to Bidco and Advent and no one else in connection with the Acquisition and any other matters set out in this announcement. Citigroup shall not be responsible to anyone other than Bidco and Advent for providing the protections afforded to such financial advisory clients of Citigroup or for providing advice in connection with the Acquisition or any other matter referred to in this announcement.

Credit Suisse International (Credit Suisse), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK, is acting as financial adviser exclusively for Bidco and Advent and no one else in connection with the Acquisition and any other matters set out in this announcement. Credit Suisse will not be responsible to anyone other than Bidco and Advent for providing the protections afforded to clients of Credit Suisse or for providing advice in connection with the Acquisition or any other matter referred to in this announcement.

Further Information

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise. The Acquisition is being made solely by means of the Scheme Document, which contains the full terms and Conditions of the Acquisition, including details of how to vote in respect of the Acquisition.

This announcement has been prepared for the purpose of complying with the laws of England and Wales and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

The availability of the Scheme and the Acquisition to Overseas Shareholders may be affected by the laws of the relevant jurisdictions in which they are located. Overseas Shareholders should inform themselves about and should observe any applicable legal or regulatory requirements. It is the responsibility of all Overseas Shareholders to satisfy themselves as to the full compliance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction.

The release, publication or distribution of this announcement or the Scheme Document and/or any accompanying documents in or into or from jurisdictions other than the UK or the US may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK or the US should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the UK, to vote their Cobham Shares with respect to the Scheme at the Court Meeting or the General Meeting, or to appoint another person as proxy may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. The Scheme Document and any accompanying documents have been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if the Scheme Document had been prepared in accordance with the laws of jurisdictions outside of England and Wales.

Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, no person may vote in favour of the Acquisition by any use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement, the Scheme Document and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction, and persons receiving this announcement, the Scheme Document and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The Acquisition is subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the Financial Conduct Authority.

Notice to US investors

The Acquisition relates to the shares of an English company and is being effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Securities Exchange Act of 1934, as amended (the US Exchange Act). Accordingly, the Acquisition is subject to the disclosure requirements, rules and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements, style and format of US proxy solicitation or tender offer rules. However, Bidco reserves the right, subject to the prior consent of the Panel and in accordance with the Co-operation Agreement, to elect to implement the Acquisition by means of a Takeover Offer for the entire issued and to be issued share capital of Cobham, as an alternative to the Scheme.

If Bidco were to elect to implement the Acquisition by means of a Takeover Offer, it shall be made in compliance with all applicable US laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco, certain affiliated companies and their nominees or brokers (acting as agents), may make certain purchases of, or arrangements to purchase, Cobham Shares outside such a Takeover Offer during the period in which such a Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside the US and would comply with applicable law, including the US Exchange Act and the Code. Such purchases or arrangements to purchase may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, each of Citigroup, Goldman Sachs and Credit Suisse will continue to act as an exempt principal trader in Cobham Shares on the London Stock Exchange. Any information about such purchases or arrangements to purchase, and the purchases and activities by exempt principal traders, will be disclosed as required in the UK, will be reported to the Regulatory News Service of the London Stock Exchange and will be available on the London Stock Exchange website at http://www.londonstockexchange.com/prices-and-news/prices-news/home.html. This information will be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

The information contained in this announcement and the Scheme Document has neither been approved nor disapproved by the US Securities and Exchange Commission (the SEC) or any US state securities commission. Neither the SEC, nor any state securities commission, has passed upon the fairness or merits of the proposal described in, nor upon the accuracy or adequacy of the information contained in, this announcement and the Scheme Document. Any representation to the contrary is a criminal offence in the US.

The financial information included in the Scheme Document has been prepared in accordance with accounting standards applicable in the UK that may not be comparable to the financial statements of US companies. US generally accepted accounting principles differ in certain respects from IFRS used in the UK. None of the financial information in the Scheme Document has been audited in accordance with auditing standards generally accepted in the US or the auditing standards of the Public Company Accounting Oversight Board (United States).

The receipt of cash pursuant to the Acquisition by a US Cobham Shareholder as consideration pursuant to the terms of the Acquisition may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign, and other, tax laws. Each Cobham Shareholder is urged to consult his or her independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him or her.

It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities laws since Bidco and Cobham are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

The statements contained in this announcement and the Scheme Document are made as at the date of the Scheme Document, unless some other time is specified in relation to them, and service of the Scheme Document shall not give rise to any implication that there has been no change in the facts set out in the Scheme Document since such date. Nothing in this announcement or the Scheme Document shall be deemed to be a forecast, projection or estimate of the future financial performance of Cobham, the Cobham Group, Bidco or the Wider Bidco Group, except where otherwise stated.

Citibank, N.A., Deutsche Bank Trust Company Americas, JPMorgan Chase Bank, N.A. and The Bank of New York Mellon each manage an unsponsored ADR programme with respect to Cobham Shares. Cobham is not party to these arrangements (or any other ADR programme).

Cobham ADR Holders should contact their depositary for information regarding the Scheme, and whether and how they may participate in the Scheme, exercise voting rights and receive the Consideration. Those Cobham ADR Holders who hold their Cobham ADRs indirectly should make any such request through the bank, broker, financial institution or other securities intermediary through which they hold their Cobham ADRs. To participate in the Scheme as holders of Cobham Shares, Cobham ADR Holders should contact their depositary to determine how to surrender their Cobham ADRs for cancellation and withdraw the underlying Cobham Shares, which may be subject to fees, costs and expenses payable by the Cobham ADR Holder.

Notice to shareholders in Hong Kong

The contents of this announcement and the Scheme Document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the Acquisition. If you are in any doubt about any of the contents of the Scheme Document, you should obtain independent professional advice.

Notice to shareholders in Switzerland

Neither this announcement nor Scheme Document is intended to constitute an offer or a solicitation to purchase or invest in the shares of Cobham. The shares of Cobham may not be publicly offered, sold or advertised, directly or indirectly, in, into or from Switzerland and will not be listed on the SIX Swiss Exchange (SIX) or on any other stock exchange, multilateral or organised trading facility in Switzerland. This announcement and Scheme Document have been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the listing rules of SIX or the listing rules of any other stock exchange, multilateral or organised trading facility in Switzerland. Neither the Scheme Document nor any other offering or marketing material relating to the shares of Cobham may be publicly distributed or otherwise made publicly available in Switzerland.

Neither the Scheme Document nor any other offering or marketing material relating to the offering, Cobham or the shares of Cobham have been or will be filed with or approved by any Swiss regulatory authority. In particular, the Scheme Document will not be filed with, and the shares of Cobham will not be supervised by, the Swiss Financial Market Supervisory Authority, FINMA, and neither the issuer nor the shares of Cobham have been or will be authorised under the Swiss Federal Act on Collective Investment Schemes (CISA). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to holders of the shares of Cobham.

This announcement and the Scheme Document do not constitute investment advice. They may only be used by those persons to whom they have been sent or handed out in connection with the securities and may neither be copied nor directly or indirectly distributed or made available to other persons.

Forward-looking statements

This announcement, the Scheme Document (including information incorporated by reference in the Scheme Document), oral statements made regarding the Acquisition, and other information published by Advent, Bidco or Cobham contain statements about Bidco and Cobham that are or may be deemed to be forward-looking statements. All statements other than statements of historical facts included in this announcement or the Scheme Document may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's or Cobham's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Bidco's or Cobham's business.

Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements, including: increased competition, the loss of or damage to one or more key customer relationships, changes to customer ordering patterns, delays in obtaining customer approvals for engineering or price level changes, the failure of one or more key suppliers, the outcome of business or industry restructuring, the outcome of any litigation, changes in economic conditions, currency fluctuations, changes in interest and tax rates, changes in raw material or energy market prices, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines, technological developments, the failure to retain key management, or the timing and success of future acquisition opportunities or major investment projects. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither Bidco nor Cobham, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement or the Scheme Document will actually occur. You are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations (including under the Listing Rules and the Disclosure Guidance and Transparency Rules of the FCA), neither Bidco nor Cobham is under any obligation, and Bidco and Cobham expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

No profit forecasts or estimates

No statement in this announcement or the Scheme Document is intended to be a profit forecast or estimate for any period and no statement in this announcement or the Scheme Document should be interpreted to mean that earnings or earnings per share for Cobham for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Cobham.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the tenth business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the tenth business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror before the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk/, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0) 207 638 0129.

Publication on website

This announcement and the Scheme Document will be available, free of charge and subject to certain restrictions relating to persons in Restricted Jurisdictions, on Cobham's website at www.cobhaminvestors.com by no later than 12 noon (London time) on the business day following the date of this announcement. For the avoidance of doubt, the contents of such website are not incorporated into and do not form part of this announcement.


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
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