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Publication of Scheme Document

13th Jun 2022 07:15

RNS Number : 6074O
ContourGlobal PLC
13 June 2022
 

 

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

 

FOR IMMEDIATE RELEASE

 

13 June 2022

 

RECOMMENDED CASH ACQUISITION

 

of

 

CONTOURGLOBAL PLC

 

by

 

CRETACEOUS BIDCO LIMITEDa newly formed company wholly-owned by funds advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates

 

to be effected by means of a Scheme of Arrangement underPart 26 of the Companies Act 2006

 

 

PUBLICATION OF SCHEME DOCUMENT

 

On 17 May 2022, the boards of ContourGlobal plc (the "Company" or "ContourGlobal") and Cretaceous Bidco Limited ("Bidco") announced that they had agreed the terms of a recommended cash acquisition pursuant to which Bidco will acquire the entire issued and to be issued ordinary share capital of ContourGlobal (the "Acquisition"). Bidco is a newly formed company indirectly owned by funds advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates ("KKR"). The Acquisition is to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme").

 

Publication of the Scheme Document

 

ContourGlobal announces that a circular in relation to the Scheme (the "Scheme Document") setting out, among other things, a letter from the Chairman of ContourGlobal, an explanatory statement pursuant to section 897 of the Companies Act, the full terms and conditions of the Scheme, an expected timetable of principal events, notices of the Court Meeting and the General Meeting and details of the actions to be taken by ContourGlobal Shareholders, will be published today, subject to certain restrictions relating to persons in Restricted Jurisdictions, on ContourGlobal's website at www.contourglobal.com.

 

Hard copies of the Scheme Document (or, depending on ContourGlobal Shareholders' communication preferences, a letter or email giving details of the website where the Scheme Document may be accessed) and Forms of Proxy for the Court Meeting and the General Meeting will be sent to ContourGlobal Shareholders.

 

Capitalised terms used in this announcement (the "Announcement") shall, unless otherwise defined, have the same meanings as set out in the Scheme Document. All references to times in this Announcement are to London, United Kingdom times unless stated otherwise.

 

Action required

 

As further detailed in the Scheme Document, in order to become Effective, the Scheme will require, among other things, that the requisite majority of: (i) eligible Scheme Shareholders vote in favour of the Scheme at the Court Meeting; and (ii) eligible ContourGlobal Shareholders vote in favour of the Special Resolutions at the General Meeting.

 

· The approval required at the Court Meeting is a simple majority in number of those Scheme Shareholders present and voting (and entitled to vote) in person, electronically (via the Virtual Meeting Platform) or by proxy, representing 75 per cent. or more in value of the Scheme Shares voted by such Scheme Shareholders.

 

· The approval required for the Special Resolutions to be passed at the General Meeting is at least 75 per cent. of the votes cast on such resolution in person, electronically (via the Virtual Meeting Platform) or by proxy.

 

The Scheme must also be sanctioned by the Court. The Scheme is also subject to the satisfaction (or, if capable of waiver, the waiver) of the other Conditions and further terms, as described more fully in the Scheme Document.

 

Notices convening the Court Meeting and the General Meeting to be held in person at the offices of Slaughter and May at One Bunhill Row, London, EC1Y 8YY, United Kingdom and electronically via the Virtual Meeting Platform (as described below) at 11:00 a.m. and 11:15 a.m. (or as soon thereafter as the Court Meeting concludes or is adjourned) respectively on 6 July 2022, are set out in the Scheme Document.

 

In addition to being able to attend, ask questions and vote (and/or, in the case of the Court Meeting, raise any objections) at the Court and/or General Meeting in person, ContourGlobal Shareholders and Scheme Shareholders will also be able to attend, ask questions and vote (and/or, in the case of the Court Meeting, raise any objections) at the relevant Meeting electronically via the Virtual Meeting Platform, further details of which are set out in the Scheme Document and in the Virtual Meeting Guide.

 

ContourGlobal Shareholders and Scheme Shareholders may also submit questions to be considered at the relevant Meeting at any time up to 48 hours before the relevant Meeting by emailing the Company Secretary at [email protected] or on the day via the Virtual Meeting Platform.

 

Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to Scheme Shareholders and ContourGlobal Shareholders before the Meetings, including through ContourGlobal's website www.contourglobal.com and by announcement through a Regulatory Information Service.

 

Whilst COVID-19 restrictions have been lifted as at the date of this Announcement, the COVID-19 situation continues to evolve and the UK Government may change current restrictions or implement further measures relating to the holding of shareholder meetings. As such, while Scheme Shareholders and ContourGlobal Shareholders will be permitted to attend the Court and/or General Meeting in person if they are entitled to and wish to do so (subject to any applicable COVID-19 restrictions then in force), ContourGlobal Shareholders and Scheme Shareholders are nevertheless encouraged to appoint "the Chairman of the meeting" as their proxy for the General Meeting and the Court Meeting, respectively.

 

If any other person is appointed as proxy and COVID-19 restrictions are introduced which affect the holding of the Meetings, that proxy may not be permitted to attend the relevant Meeting in person (but will be able to electronically attend, ask questions and vote (and/or, in the case of the Court Meeting, raise any objections) at the relevant Meeting via the Virtual Meeting Platform, further details of which are set out in the Scheme Document and in the Virtual Meeting Guide.

 

Scheme Shareholders and ContourGlobal Shareholders are asked to complete and sign the Forms of Proxy in accordance with the instructions printed on them, and return them to Equiniti, the Company's Registrar, by post to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom, so as to be received as soon as possible and in any event not later than the relevant times set out below:

 

· BLUE Forms of Proxy for the Court Meeting: 11:00 a.m. on 4 July 2022

 

· YELLOW Forms of Proxy for the General Meeting: 11:15 a.m. on 4 July 2022

 

or, if in either case the Meeting is adjourned, the relevant Form of Proxy should be received not later than 48 hours (excluding any part of such 48-hour period falling on a day that is not a working day) before the time fixed for the adjourned Meeting.

 

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of opinion of Scheme Shareholders. Whether or not you intend to attend and/or vote at the Meetings, you are therefore strongly encouraged to: (i) sign and return your Forms of Proxy by post; or (ii) transmit a proxy appointment and voting instruction online via Equiniti's online facility or through the CREST electronic proxy appointment service as soon as possible. If the BLUE Form of Proxy for the Court Meeting is not lodged by 11:00 a.m. on 4 July 2022, it may be: (i) scanned and emailed to Equiniti at the following email address: [email protected]; or (ii) presented in person to the Equiniti representative who will be present in person at the Court Meeting, any time prior to the commencement of the Court Meeting (or any adjournment thereof). However, if the YELLOW Form of Proxy for the General Meeting is not lodged by 11:15 a.m. on 4 July 2022, it will be invalid.

 

Timetable

 

The Scheme Document contains an expected timetable of principal events in relation to the Scheme, which is also set out in the Appendix to this Announcement. The Scheme remains conditional on the approval of the requisite majority of eligible Scheme Shareholders at the Court Meeting, the requisite majority of eligible ContourGlobal Shareholders at the General Meeting and the satisfaction (or, if capable of waiver, the waiver) of the other Conditions set out in the Scheme Document, including the sanction of the Court.

 

The Scheme is expected to become Effective in Q4 2022. ContourGlobal will make further announcements through a Regulatory Information Service, with such announcements also being made available on ContourGlobal's website at www.contourglobal.com, in relation to the expected timetable as appropriate in respect of the antitrust and regulatory approvals and authorisations upon which the Acquisition is conditional.

 

Recommendation

 

The ContourGlobal Directors, who have been so advised by Goldman Sachs International and Evercore Partners International LLP ("Evercore") as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the ContourGlobal Directors, Goldman Sachs International and Evercore have taken into account the commercial assessments of the ContourGlobal Directors. Evercore is providing independent financial advice to the ContourGlobal Directors for the purposes of Rule 3 of the Takeover Code.

 

The ContourGlobal Directors consider that the terms of the Acquisition are in the best interests of ContourGlobal Shareholders as a whole. Accordingly, the ContourGlobal Directors unanimously recommend that ContourGlobal Shareholders vote in favour of the Scheme at the Court Meeting and the Special Resolutions proposed at the General Meeting, as the ContourGlobal Directors who hold interests in ContourGlobal Shares have irrevocably undertaken to do in respect of their own legal and/or beneficial holdings which are under their control.

 

ContourGlobal Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

 

Additional information for ContourGlobal Shareholders

 

If you have any questions about this Announcement, the Scheme Document, the Court Meeting or the General Meeting, or are in any doubt as to how to complete the Forms of Proxy or to submit your proxies electronically or online, please contact the Company's Registrar, Equiniti, by calling the shareholder helpline on 0371 384 2050 from the UK or +44 371 384 2050 from overseas. Lines are open between 8:30 a.m. and 5:30 p.m. Monday to Friday (except public holidays in England and Wales). Calls from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones. Please note that calls may be monitored or recorded and Equiniti cannot provide advice on the merits of the Acquisition or the Scheme or give any financial, legal or tax advice

 

A copy of the Scheme Document, once published, will be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

If the Scheme is sanctioned as outlined above, it is expected that the last day of dealings in, and registration of transfers of, ContourGlobal Shares on the London Stock Exchange will be the Business Day immediately after the Scheme Court Hearing and no transfers shall be registered after 6:00 p.m. on that date. Following this, ContourGlobal Shares will be suspended from the Official List and from the London Stock Exchange's Main Market for listed securities from 7:30 a.m. on the next Business Day thereafter. It is intended that, prior to the Effective Date, applications will be made to the London Stock Exchange for ContourGlobal Shares to cease to be admitted to trading on its Main Market for listed securities, and to the FCA for the listing of ContourGlobal Shares on the Official List to be cancelled, in each case to take effect on or shortly following the Effective Date

 

Enquiries:

 

J.P. Morgan Cazenove (sole financial adviser to Bidco)

Dwayne Lysaght

Matteo Malesani

Jonty Edwards

+44 (0) 20 7742 4000

Finsbury Glover Hering (PR adviser to Bidco and KKR)

Faeth Birch

Alastair Elwen

Sophia Johnston

+44 (0) 20 7251 3801

[email protected]

ContourGlobal

Joseph C. Brandt

Amanda Schreiber

+44 (0) 20 3626 9062

Goldman Sachs International (lead financial adviser to ContourGlobal)

Gonzalo García

Nimesh Khiroya

Brian O'Keeffe

Marco Messeri

+44 (0) 20 7774 1000

Evercore (financial adviser and Rule 3 adviser to ContourGlobal)

Julian Oakley

Mark Connell

+44 (0) 20 7653 6000

Brunswick

Charles Pretzlik

+44 (0) 20 7404 5959

 

Slaughter and May is acting as legal adviser to ContourGlobal in connection with the Acquisition.

 

Simpson Thacher & Bartlett LLP is acting as legal adviser to KKR and Bidco.

 

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

The following indicative timetable is based on ContourGlobal's and Bidco's current expected dates for the implementation of the Scheme and is subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to ContourGlobal Shareholders by announcement through the Regulatory Information Service of the London Stock Exchange.

Event

Time and/or date(1)

Publication of Scheme Document

 13 June 2022

Latest time for lodging Forms of Proxy for the:

Court Meeting (BLUE form)

11:00 a.m. (London time) on 4 July 2022 (2)

General Meeting (YELLOW form)

11:15 a.m. (London time) on 4 July 2022 (3)

Voting Record Time

6:30 p.m. (London time) on 4 July 2022 (4)

Court Meeting

11:00 a.m. (London time) on 6 July 2022

General Meeting

11:15 a.m. (London time) on 6 July 2022 (5)

The following dates and times associated with the Scheme are subject to change and will depend on, among other things, the date on which the Conditions to the Scheme are satisfied or, if capable of waiver, waived, and the date on which the Court sanctions the Scheme. ContourGlobal will give adequate notice of all of these dates and times, when known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available on ContourGlobal's website at www.contourglobal.com. Further updates and changes to these times will be notified in the same way. See also note (1).

Scheme Court Hearing

a date no later than 21 days after the satisfaction (or, if applicable, waiver) of the Conditions (other than Condition 2(c)) and in any event prior to the Long Stop Date ("D")

Last day for dealings in, and for the registration of transfer of, ContourGlobal Shares

D+1 Business Day

Scheme Record Time

6:00 p.m. (London time) on D+1 Business Day

Disablement of CREST in respect of ContourGlobal Shares

6:00 p.m. (London time) on D+1 Business Day

Suspension of dealings in ContourGlobal Shares

by 7:30 a.m. (London time) on D+2 Business Days

Effective Date of the Scheme

D+2 Business Days (6)

Cancellation of listing of ContourGlobal Shares

by 7:30 a.m. (London time) on D+3 Business Days

Latest date for despatch of cheques and crediting of CREST accounts and processing electronic transfers for cash Consideration due under the Scheme

by 14 days after the Effective Date

Long Stop Date (7)

17 February 2023

(1) The dates and times given are indicative only and are based on current expectations and are subject to change (including as a result of changes to the regulatory timetable).

If any of the times and/or dates above change, the revised times and/or dates will be notified to ContourGlobal Shareholders by announcement through a Regulatory Information Service.

Participants in the ContourGlobal Share Plan will be contacted separately to inform them of the effect of the Scheme on their rights under the ContourGlobal Share Plan, including details of any appropriate proposals being made and dates and times relevant to them.

(2) It is requested that BLUE Forms of Proxy for the Court Meeting be lodged not later than 48 hours prior to the time appointed for the Court Meeting or, if the Court Meeting is adjourned, 48 hours prior to the time fixed for any adjourned Court Meeting (excluding any part of such 48-hour period falling on a day that is not a working day). If the BLUE Form of Proxy for the Court Meeting is not lodged by 11:00 a.m. (London time) on 4 July 2022, it may be: (i) scanned and emailed to Equiniti at the following email address: [email protected]; or (ii) presented in person to the Equiniti representative who will be present in person at the Court Meeting, any time prior to the commencement of the Court Meeting (or any adjournment thereof).

(3) In order to be valid, the YELLOW Forms of Proxy for the General Meeting must be lodged not later than 11:15 a.m. (London time) on 4 July 2022 or, if the General Meeting is adjourned, 48 hours prior to the time fixed for the adjourned General Meeting (excluding any part of such 48-hour period falling on a day that is not a working day).

(4) 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. (London time) on the day which is two Business Days prior to the date of the adjourned Meeting.

(5) To commence at 11:15 a.m. (London time) or as soon thereafter as the Court Meeting concludes or is adjourned.

(6) Bidco expects that, subject to the satisfaction (or, where applicable, waiver) of the Conditions in Part III (Conditions to the Implementation of the Scheme and to the Acquisition) of the Scheme Document, the Acquisition will become Effective in Q4 2022.

(7) This is the latest date by which the Scheme may become Effective. However, the Long Stop Date may be extended to such later date as may be agreed by ContourGlobal and Bidco (with the Panel's consent and as the Court may approve (if such approval(s) is/are required)) or if the Panel requires an extension to the Long Stop Date pending final determination of an issue under section 3(g) of Appendix 7 of the Takeover Code.

 

 

Important Notice

 

This Announcement does not constitute an offer or invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this Announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

The Acquisition shall be implemented solely pursuant to the terms of the Scheme Document (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the offer document) which, together with the Forms of Proxy, will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision by ContourGlobal Shareholders in respect of, or other response to, the Acquisition (including any vote in respect of resolutions or special resolutions to approve the Acquisition, the Scheme or related matters) should be made only on the basis of the information contained in the Scheme Document (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the offer document).

This Announcement does not constitute a prospectus or prospectus-equivalent document.

Notices relating to Financial Advisers

Goldman Sachs International, which is authorised by the PRA and regulated by the FCA and the PRA in the UK, is acting exclusively for ContourGlobal and no one else in connection with the Acquisition and will not be responsible to anyone other than ContourGlobal for providing the protections afforded to clients of Goldman Sachs International or for providing advice in connection with the matters referred to in this Announcement. No representation or warranty, express or implied, is made by Goldman Sachs International as to the contents of this Announcement.

Evercore, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser to ContourGlobal and no one else in connection with the Acquisition and will not be responsible to anyone other than ContourGlobal for providing the protections afforded to clients of ContourGlobal nor for providing advice in connection with the matters referred to herein. Neither ContourGlobal nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with this Announcement, any statement contained herein, the Acquisition or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this Announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this Announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with ContourGlobal or the matters described in this Announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this Announcement or any statement contained therein.

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove, and which is authorised in the United Kingdom by the PRA and regulated by the PRA and the FCA, is acting as financial adviser exclusively for Bidco and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to herein.

No person has been authorised to give any information or make any representations other than those contained in this Announcement and, if given or made, such information or representations must not be relied upon as having been authorised by ContourGlobal, the ContourGlobal Directors, Bidco, the Bidco Directors or by Goldman Sachs International, Evercore, J.P. Morgan Cazenove or any other person involved in the Acquisition. Neither the delivery of this Announcement nor holding the Meetings, the Scheme Court Hearing, or filing the Court Order shall, under any circumstances, create any implication that there has been no change in the affairs of the ContourGlobal Group or the Bidco Group since the date of this Announcement or that the information in, or incorporated into, this Announcement is correct as at any time subsequent to its date.

Overseas Shareholders

The release, publication or distribution of this Announcement in or into certain jurisdictions other than the United Kingdom or the United States may be restricted by law. Persons who are not resident in the United Kingdom or the United States or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such 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 Scheme and 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 where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement 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. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented (with the consent of the Panel and subject to and in accordance with the terms of the Cooperation Agreement) by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The availability of the Acquisition to ContourGlobal Shareholders who are not resident in the United Kingdom (and, in particular, their ability to vote their ContourGlobal Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf) may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements, as any failure to comply with such requirements 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.

This Announcement does not constitute an offer or invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this Announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

Additional Information for US Investors

The Acquisition is being made to acquire the securities of an English company by means of a scheme of arrangement provided for under the law of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Exchange Act. Accordingly, the Scheme is subject to disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules.

Certain financial information included in this Announcement has been prepared in accordance with International Financial Reporting Standards, which vary significantly from generally accepted accounting principles in the US, and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

If Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer would be made in compliance with applicable US laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a takeover would be made in the United States by Bidco and no one else.

Neither the SEC nor any securities commission or regulatory authority of any state of the US nor any other US regulatory authority has approved the Acquisition, passed upon the fairness of the Acquisition or passed upon the adequacy or accuracy of this Announcement. Any representation to the contrary is a criminal offence in the US.

The receipt of cash pursuant to the Acquisition by a US ContourGlobal Shareholder as consideration for the transfer of its ContourGlobal Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. ContourGlobal Shareholders are urged to consult their independent legal, tax and financial advisers immediately regarding the tax consequences of the Acquisition applicable to them.

It may be difficult for US ContourGlobal Shareholders to enforce their rights and claims arising out of the US federal securities laws, since Bidco and ContourGlobal 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 ContourGlobal Shareholders 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 jurisdiction and judgement.

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, shares in ContourGlobal outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, each of J.P. Morgan Cazenove and Goldman Sachs International will continue to act as a connected exempt principal trader in ContourGlobal Shares on the London Stock Exchange and comply with regulations with respect to the establishment and maintenance of information barriers, conflict of interest provisions and other requirements. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at http://www.londonstockexchange.com.

Forward Looking Statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by KKR, Bidco or ContourGlobal contain statements about Bidco and ContourGlobal that are or may be deemed to be forward looking statements. All statements other than statements of historical facts included in this Announcement 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", "shall", "should", "anticipates", "estimates", "projects", "is subject to", "budget", "scheduled", "forecast" 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 ContourGlobal's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Bidco's or ContourGlobal's business.

Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco and ContourGlobal about future events, and are therefore subject to 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 ContourGlobal, 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 will actually occur. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. All subsequent oral or written forward looking statements attributable to any member of the Bidco Group or the ContourGlobal Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

Bidco and ContourGlobal expressly disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.

No Profit Forecasts or Profit Estimates or Quantified Financial Benefit Statements

No statement in this Announcement is intended as a profit forecast, profit estimate or quantified financial benefits statement for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for ContourGlobal for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for ContourGlobal.

Disclosure Requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover 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 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3:30 p.m. (London time) on the 10th 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 prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror 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 http://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)20 7638 0129.

Electronic Communications

Please be aware that addresses, electronic addresses and certain information provided by ContourGlobal Shareholders, persons with information rights and other relevant persons for the receipt of communications from ContourGlobal may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Publication on Website and Availability of Hard Copies

A copy of this Announcement and the documents required to be published by Rule 26 of the Takeover Code shall be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on ContourGlobal's website at www.contourglobal.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 the websites referred to in this Announcement are not incorporated into and do not form part of this Announcement.

In accordance with Rule 30.3 of the Takeover Code, ContourGlobal Shareholders, persons with information rights and participants in the ContourGlobal Share Plan may request a hard copy of this Announcement, the Scheme Document or information incorporated into the Scheme Document by reference to another source by contacting Equiniti during business hours on +44 (0) 371 384 2050 or by submitting a request in writing to Registrar at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom. In accordance with Rule 30.3 of the Takeover Code, a person so entitled may also request that all future documents, announcements and information in relation to the Acquisition should be sent to them in hard copy form. If you have received this Announcement in electronic form or via a website notification, hard copies of this Announcement and any document or information incorporated by reference into this Announcement will not be provided unless such a request is made.

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