Recommended Cash Acquisition of Calisen by Bidco

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 THAT JURISDICTION

18 January 2021

Recommended Cash Acquisition

of

Calisen plc (Calisen)

by

Coyote Bidco Limited (Bidco)(a newly formed company indirectly owned by a consortium consisting of (i) GEPIF, together with its co-investor Ninteenth; and (ii) WSIP)

Introduction

On 11 December 2020, the boards of Calisen and Bidco announced that they had agreed the terms of a recommended cash acquisition of Calisen by Bidco, a newly-incorporated company indirectly owned by a consortium consisting of:

· Global Energy & Power Infrastructure Fund III, L.P. (acting by its investment manager BlackRock Alternatives Management, LLC) (GEPIF), together with its co-investor Ninteenth Investment Company LLC (Ninteenth), an indirectly wholly-owned subsidiary of Mubadala Investment Company PJSC (Mubadala); and

· West Street International Infrastructure Partners III AIV (II), L.P., West Street Global Infrastructure Partners III AIV (II), L.P., West Street European Infrastructure Partners III AIV (II), L.P., Broad Street Credit Holdings Europe S.à r.l and GLQ Holdings (UK) Ltd (together WSIP),

pursuant to which Bidco will acquire the entire issued and to be issued share capital of Calisen (the Acquisition). It is intended that the Acquisition will be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the Scheme). Capitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Document (as defined below), unless the context requires otherwise.

Publication and Posting of the Scheme Document

Calisen is pleased to announce that it has today published a shareholder circular relating to the Scheme (the Scheme Document) containing, among other things, a letter from the Chair of Calisen, an explanatory statement pursuant to section 897 of the Companies Act 2006, the full terms and conditions of the Scheme, notices of the Court Meeting and the General Meeting, an expected timetable of principal events and details of the action to be taken by Calisen shareholders. The Scheme Document is available, subject to certain restrictions relating to persons in Restricted Jurisdictions, on Calisen's website at www.calisen.com/investors/recommendedcashacquisition and on Bidco's website at http://blackrock.com/uk/individual/december-2020-announcement and will also be submitted to the National Storage Mechanism where it will be available at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Hard copies of the Scheme Document and Forms of Proxy for the Court Meeting and the General Meeting are being posted to Calisen Shareholders and, for information only, to persons with information rights today (except that Calisen Shareholders who have opted for electronic communications will only receive a hard copy of the Scheme Document if they so request (contact details for this purpose are provided in the Scheme Document)).

Update on Conditions

Following recently enacted amendments to the Foreign Acquisitions and Takeovers Act 1975 (Cth) in Australia, foreign investment approval in Australia is no longer required in connection with the Acquisition and accordingly Condition 3(f) set out in Part Three (Conditions to and Further Terms of the Scheme and the Acquisition) of the Scheme Document has been satisfied. Additionally, as the European Union merger control filing was filed formally with the European Commission before 31 December 2020, the CMA does not have parallel jurisdiction to investigate the Acquisition and accordingly Condition 3(b) set out in Part Three (Conditions to and Further Terms of the Scheme and the Acquisition) of the Scheme Document has been waived. This is without prejudice to Condition 3(a)(ii) set out in Part Three (Conditions to and Further Terms of the Scheme and the Acquisition) of the Scheme Document.

Completion of the Acquisition remains subject to the other outstanding Conditions and further terms, including the Court sanctioning the Scheme at the Scheme Sanction Hearing, as set out in the Scheme Document.

Action required

As described in the Scheme Document, in order to become Effective, the Scheme will require, 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 the requisite majority of Calisen Shareholders approves the resolution relating to the Scheme 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, both to be held at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD on 11 February 2021, are set out in the Scheme Document. The Court Meeting is scheduled to commence at 11.30 a.m. and the General Meeting is scheduled to commence at 11.45 a.m. (or as soon thereafter as the Court Meeting is concluded or adjourned).

Due to UK Government restrictions in light of the COVID-19 outbreak, save for the Chair of the relevant meeting and/or anyone else nominated by the Chair of the relevant meeting in order to establish a quorum, Scheme Shareholders, Calisen Shareholders and other attendees will not be able to attend the Court Meeting or the General Meeting in person. Instead, those persons will be able to remotely attend, submit written questions (and, in the case of the Court Meeting only, submit any written objections) and vote at the relevant meeting through the Virtual Meeting Platform provided by Lumi AGM UK Limited (as described in the Scheme Document). A Virtual Meeting Guide will be posted to each Calisen Shareholder, alongside the Forms of Proxy, explaining how Scheme Shareholders and Calisen Shareholders can remotely access and participate in the Meetings via the Virtual Meeting Platform. The Virtual Meeting Guide will also be made available on Calisen's website at www.calisen.com/investors/recommendedcashacquisition. Scheme Shareholders and Calisen Shareholders are therefore strongly encouraged to vote by appointing the Chair of each of the Court Meeting and the General Meeting as their proxy (either electronically, by post or by hand using the printed Forms of Proxy, as set out in the Scheme Document) before the relevant deadline. The Chair of the relevant meeting will vote in accordance with the voting instructions of the appointing Scheme Shareholder or Calisen Shareholder.

The Calisen Directors, who have been so advised by Citi and HSBC 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 Calisen Directors, Citi and HSBC have taken into account the commercial assessments of the Calisen Directors.

Accordingly, the Calisen Directors unanimously recommend that Calisen Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Scheme at the General Meeting (or, in the event that the Acquisition is implemented by a Takeover Offer, unanimously recommend that Calisen Shareholders accept or procure acceptance of that Takeover Offer), as the Calisen Directors who hold Calisen Shares have irrevocably undertaken to do in respect of their own beneficial holdings totalling 4,779,372 Calisen Shares, in aggregate, representing approximately 0.9 per cent. of the existing issued ordinary share capital of Calisen as at 15 January 2021 (being the last business day prior to publication of the Scheme Document).

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 the Scheme Shareholders. Scheme Shareholders are therefore strongly urged to sign and return their Forms of Proxy or to appoint a proxy through CREST or through the www.sharevote.co.uk service for both the Court Meeting and the General Meeting as soon as possible.

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

Shareholder Helplines

A shareholder helpline is available for Calisen Shareholders. If Calisen 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, please call Equiniti on 0371 384 2050 (or +44 371 384 2050 from overseas). Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. and 5.00 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Equiniti cannot provide any advice on the merits of the Scheme or give any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Timetable

The expected timetable of principal events is set out below. Subject to the approval of the Scheme at the Court Meeting, the passing of the Resolution at the General Meeting and the satisfaction or (where applicable) 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 April 2021.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Notes: 

(1) It is requested that blue Forms of Proxy for the Court Meeting be lodged no 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 completed and emailed to [email protected] at any time before the start of the Court Meeting.

(2) Yellow Forms of Proxy for the General Meeting must be lodged no 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 date which is two days (excluding non-working days) before the date set for such adjourned Meeting.

(4) Or as soon after 11.30 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 Scheme Sanction Hearing is to be held on a date to be determined following the satisfaction (or, if applicable, waiver) of the Conditions (other than Conditions 1 and 2(c)), 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 Calisen agree (and if required, the Panel and the Court approve) a later date.

All references in this announcement to times are to London time unless otherwise stated. The dates and times given are indicative only and are based on Calisen's current expectations and may be subject to change (including as a result of changes to the regulatory timetable). If any of the expected times and/or dates above change, the revised times and/or dates will be notified to Calisen Shareholders by announcement through a Regulatory Information Service. 

Enquiries

Allen & Overy LLP is acting as legal adviser to Calisen. Clifford Chance LLP is acting as legal adviser to Bidco. Sullivan & Cromwell LLP is acting as legal adviser to WSIP. Freshfields Bruckhaus Deringer LLP is acting as legal adviser to Mubadala. 

Important notices

Citigroup Global Markets Limited (Citi), which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for Calisen and for no one else in connection with the Acquisition and other matters described in this announcement, and will not be responsible to anyone other than Calisen for providing the protections afforded to clients of Citi nor for providing advice in connection with the Acquisition or any other matters referred to in this announcement. Neither Citi nor any of its affiliates, directors or employees 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 Citi in connection with this announcement, any statement contained herein, the Acquisition or otherwise.

HSBC Bank plc (HSBC), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Calisen and no one else in connection with the Acquisition and will not be responsible to anyone other than Calisen for providing the protections afforded to clients of HSBC nor for giving advice in relation to the Acquisition or any matter or arrangement referred to in this announcement. Neither HSBC, nor any of its 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 HSBC in connection with this announcement, any statement contained herein or otherwise. HSBC has given, and not withdrawn, its consent to the inclusion in this announcement of the references to its name in the form and context in which they appear.

Goldman Sachs International, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Bidco and the consortium and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Bidco and the consortium for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in relation to the matters referred to in this announcement. Neither Goldman Sachs International 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 Goldman Sachs International in connection with the matters referred to in this announcement.

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Calisen in any jurisdiction in contravention of applicable law. The Acquisition is made solely through the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document), which together with the associated forms of proxy (or, if the Acquisition is implemented by way of a Takeover Offer, the form of acceptance) contains the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any acceptance or other response to the Acquisition should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document).

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

Overseas Shareholders

This announcement has been prepared in accordance with English law, the Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England. The release, publication or distribution of this announcement in or into jurisdictions other than the UK or the United States may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK or the United States should inform themselves about, and observe, any applicable legal or regulatory requirements.

The Acquisition is subject to the applicable rules and regulations of the FCA, the London Stock Exchange and the Code.

Calisen and Bidco urge Calisen Shareholders to read the Scheme Document (including the associated forms of proxy) (and/or, in the event that the Acquisition is to be implemented by way of a Takeover Offer, the offer document) because it contains important information relating to the Acquisition. Any decision to vote in respect of the resolutions to be proposed at the Calisen Meetings, and any decision in respect of the Scheme should be made only on the basis of information contained in the Scheme Document (and/or, in the event that the Acquisition is to be implemented by way of a Takeover Offer, the offer document).

Each Calisen Shareholder is advised to consult its independent professional adviser regarding the tax consequences to it (or to its beneficial owners) of the Acquisition.

The availability of the Acquisition to Calisen Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable legal, regulatory or other requirements of their jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom or who are subject to the laws of another jurisdiction to participate in the Acquisition or to vote their Calisen 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 located or to which they are subject. 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. Further details in relation to Overseas Shareholders is contained in paragraph 15 of Part Two of the Scheme Document.

Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, the Acquisition will 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 Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented 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, e-mail 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.

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 Calisen, as an alternative to the Scheme.

If, in the future, Bidco were to elect to implement the Acquisition by means of a Takeover Offer, which is to be made into the US, such Takeover Offer 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. Such a Takeover Offer would be made in the United States by Bidco and no one else.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco, its affiliates and their nominees or brokers (acting as agents), may make certain purchases of, or arrangements to purchase, Calisen Shares outside such a Takeover Offer so long as the Takeover Offer remains open for acceptance and/or until the date on which the Scheme becomes effective, lapses or is withdrawn. If such purchases or arrangements to purchase were to be made, they would be made outside the US and would comply with applicable UK law, including 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. Any information about such purchases will be disclosed as required in the UK and will be available to all investors (including US investors) via the Regulatory News Service of the London Stock Exchange at https://www.londonstockexchange.com/news.

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

The financial information relating to Calisen included in, or incorporated by reference into, this announcement has been prepared in accordance with accounting standards applicable in the UK that may not be comparable to the financial statements or information of US companies or companies where financial statements are prepared in accordance with generally accepted accounting principles in the US (US GAAP). US GAAP differ in certain significant respects from accounting standards used in the UK. None of the financial information in this announcement 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 Calisen 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 Calisen 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 Calisen 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 are made as at the date of this announcement, unless some other time is specified in relation to them, and service of this announcement shall not give rise to any implication that there has been no change in the facts set out in this announcement since such date.

Notice to shareholders in Switzerland

This announcement is not intended to constitute an offer or a solicitation to purchase or invest in Calisen Shares. Calisen Shares 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 has 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 this announcement nor any other offering or marketing material relating to Calisen Shares may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this announcement nor any other offering or marketing material relating to the offering, Calisen or Calisen Shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this announcement will not be filed with, and the Calisen Shares will not be supervised by, the Swiss Financial Market Supervisory Authority, FINMA, and neither the issuer nor the Calisen Shares 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 Calisen Shares.

This announcement does not constitute investment advice. It may only be used by those persons to whom it has been 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 (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by the consortium, Bidco or Calisen contain statements about Bidco and the Calisen Group that are or may be deemed to be forward-looking statements. All statements other than statements of historical or current 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", "should", "would", "could", "anticipates", "estimates", "projects", "strategy", "goal", "hope" or "continue" or words or terms of similar substance or the negative thereof, are often forward-looking statements. Forward-looking statements may include, but are not limited to, 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 the Calisen Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Bidco's or Calisen's business.

Such forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Such forward looking statements are not guarantees of future performance. By their nature, because they relate to events and depend on circumstances that will occur in the future, 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 and developments to differ materially from those projected or implied in any forward-looking statements, including: the COVID-19 pandemic, and/or any other epidemic, pandemic or disease outbreak, 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 any member of the Calisen Group, nor any of their respective associates or directors, officers, employees 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. 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 Calisen is under any obligation, and Bidco and Calisen 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.

All subsequent oral or written forward looking statements attributable to Bidco or Calisen or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.

All subsequent oral or written forward-looking statements attributable to any member of the Wider Bidco Group or Wider Calisen Group, or any of their respective directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statements above.

No profit forecasts, estimates or quantified benefits statements

No statement in this announcement is intended, or is to be construed, as a profit forecast or estimate or quantified benefits statement for any period and no statement in this announcement should be interpreted to mean that cash flow from operations, income of persons (where relevant), earnings or earnings per share or dividend per share for Calisen for the current or future financial years would necessarily match or exceed the historical published cash flow from operations, income of persons (where relevant), earnings or earnings per share or dividend per share for Calisen.

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.

In this summary of certain disclosure requirements of the Code, Business Day has the meaning given to it in the Code.

Publication on a website

A copy of this announcement and the Scheme Document will be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Calisen's website at www.calisen.com/investors/recommendedcashacquisition and on Bidco's website at http://blackrock.com/uk/individual/december-2020-announcement by no later than 12.00 noon on the business day following the date of this announcement. For the avoidance of doubt, the contents of these websites are not incorporated into and do not form part of this announcement.