Recommended Cash Offer for Cape plc

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

7 July 2017

RECOMMENDED CASH OFFER

for

CAPE PLC

by

ALTRAD UK LIMITED, a wholly-owned subsidiary ofALTRAD INVESTMENT AUTHORITY SAS

Summary

· The boards of directors of Altrad Investment Authority SAS ("Altrad") and Cape plc ("Cape") are pleased to announce that they have reached agreement on the terms of a recommended cash offer for Cape by Altrad, through its wholly-owned subsidiary, Altrad UK Limited ("Altrad Bidco"), pursuant to which Altrad Bidco will acquire the entire issued and to be issued ordinary share capital of Cape (other than the IDC Scheme Share) (the "Offer"). It is intended that the Offer will be implemented by means of a takeover offer under the Code and within the meaning given to that term in Part 18 of the Jersey Companies Law.

· Under the terms of the Offer, Cape Shareholders will receive:

for each Cape Share 265 pence in cash

· The Offer Price represents a premium of approximately:

o 46.2 per cent. to the Closing Price of 181 pence per Cape Share on 6 July 2017 (being the last Business Day prior to the date of this Announcement);

o 17.6 per cent. to the volume-weighted average Closing Price of 225 pence per Cape Share for the three months ended on 6 July 2017 (being the last Business Day prior to the date of this Announcement); and

o 31.4 per cent. to the volume-weighted average Closing Price of 202 pence per Cape Share for the 12 months ended on 6 July 2017 (being the last Business Day prior to the date of this Announcement).

· If, after the date of this Announcement, any dividend and/or other distribution and/or other return of capital is made or paid in respect of the Cape Shares, Altrad reserves the right to reduce the Offer Price by an amount equal to the amount of such dividend and/or distribution and/or return of capital so made or paid.

· The Offer values the entire issued and to be issued ordinary share capital of Cape at up to approximately £332.3 million on a fully diluted basis (subject to the extent to which Options are exercised).

· The cash consideration payable pursuant to the Offer will be financed from an acquisition debt facility provided to Altrad by BNP Paribas SA ("BNP Paribas").

· The Altrad Board strongly believes that the strategic and financial rationale for the Acquisition is compelling and that it would deliver attractive near and longer term benefit for Cape and Altrad and their respective stakeholders, including the IDC Scheme. Given the strategic fit between Cape and Altrad, the Acquisition would generate a number of significant benefits, bringing together the respective strengths of both Altrad and Cape to create a multi-disciplinary industrial services leader in key markets around the world, with a strong competitive edge and better able to meet their respective customers' requirements.

· The Cape Directors, who have been so advised by Canaccord as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing its advice to the Cape Directors, Canaccord has taken into account the commercial assessments of the Cape Directors. Canaccord is providing independent financial advice to the Cape Directors for the purposes of Rule 3 of the Code. 

· Accordingly, the Cape Directors intend to recommend unanimously that Cape Shareholders accept, or procure the acceptance of, the Offer (or, if (with the consent of Cape and the Panel) Altrad Bidco exercises its right to implement the Offer by way of a Scheme, vote, or procure votes, in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting), as all the Cape Directors who hold Cape Shares (in a personal capacity or through members of their immediate families, related trusts or a nominee or nominees) have irrevocably undertaken to do, or procure to be done, in respect of their own beneficial holdings (and the beneficial holdings of members of their immediate families or related trusts or nominee(s)) of 293,122 Cape Shares, in aggregate, representing approximately 0.24 per cent. of the Cape Shares in issue on 6 July 2017 (being the last Business Day prior to the date of this Announcement). 

· Altrad has also received an irrevocable undertaking to accept, or procure the acceptance of, the Offer (or, if (with the consent of Cape and the Panel) Altrad Bidco exercises its right to implement the Offer by way of a Scheme, vote, or procure votes, in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting) from Artemis Investment Management LLP in respect of 8,289,978 Cape Shares, in aggregate, representing approximately 6.8 per cent. of the Cape Shares in issue on 6 July 2017 (being the last Business Day prior to the date of this Announcement). 

· In addition, Altrad has received letters of intent to accept, or procure the acceptance of, the Offer (or, if (with the consent of Cape and the Panel) Altrad Bidco exercises its right to implement the Offer by way of a Scheme, vote, or procure votes, in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting) from Schroder Investment Management Limited and Henderson Global Investors Limited in respect of 13,513,346 Cape Shares, in aggregate, representing approximately 11.2 per cent. of the Cape Shares in issue on 6 July 2017 (being the last Business Day prior to the date of this Announcement). 

· Therefore, as at the date of this Announcement, Altrad and Altrad Bidco have received irrevocable undertakings and letters of intent to accept, or procure the acceptance of, the Offer (or, if (with the consent of Cape and the Panel) Altrad Bidco exercises its right to implement the Offer by way of a Scheme, vote, or procure votes, in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting) with respect to a total of 22,096,446 Cape Shares, in aggregate, representing approximately 18.2 per cent. of the Cape Shares in issue on 6 July 2017 (being the last Business Day prior to the date of this Announcement). 

· Full details of the irrevocable undertakings and letters of intent received by Altrad and Altrad Bidco are set out in Appendix III to this Announcement.

· Founded in 1985 by Mohed Altrad and headquartered in Montpellier, France, Altrad has since successfully developed through a combination of organic growth and acquisitions and is today one of the leading global providers of industrial services, scaffolding solutions and light construction equipment in the civil and industrial sectors. Following the successful acquisitions of Hertel in June 2015 and Prezioso in May 2016, Altrad has operations in over 30 countries throughout Europe, Africa, Asia, Australia and America and turnover in more than 100 countries with approximately 22,000 employees. Altrad's annual turnover and EBITDA amounted to €2,312 million and €323 million, respectively, for its financial year ended August 20161.

1 Pro forma figures including 12 months activity of Prezioso Linjebygg as of 31 August 2016. Prezioso Linjebygg was acquired in May 2016.

· Cape has a premium listing on the Official List and the Cape Shares are admitted to trading on the Main Market of the London Stock Exchange. It is an international leader in the provision of critical industrial services principally to the energy and natural resources sectors, and its multi-disciplinary service offering includes access systems, insulation, specialist coatings, passive fire protection, refractory linings, mechanical services, environmental services, oil and gas storage tanks, and heat exchanger replacement and refurbishment. In 2016, Cape employed c.16,000 people working across its global operations in 23 countries and had reported revenue of £863.5 million.

· The Offer will be conditional upon, amongst other things, valid acceptances being received in respect of Cape Shares which, together with any Cape Shares acquired by Altrad (whether pursuant to the Offer or otherwise), constitute not less than 90 per cent. in nominal value of the Cape Shares to which the Offer relates. The Offer will be subject to the Conditions and further terms, including the requisite Merger Control Clearance, set out in Appendix I to this Announcement and to be set out in the Offer Document.

· The Offer can only become unconditional in all respects if all Conditions to the Offer have been satisfied or, where applicable, waived. Subject to the satisfaction or, where applicable, waiver of the Conditions, it is expected that completion of the Offer will occur in September 2017 following the receipt of the Merger Control Clearance.

· Full acceptance of the Offer will result in the payment by Altrad of up to approximately £332.3 million in cash to Cape Shareholders (and participants in the Cape Share Scheme (subject to the extent to which Options are exercised)).

· Altrad reserves the right, subject to the consent of Cape and the Panel, to effect the Offer by way of a Scheme.

· The Offer Document, containing further information about the Offer, will be published as soon as practicable and, in any event, other than with the consent of the Panel, within 28 days of this Announcement and will be made available on Altrad's website at http://www.altrad.com/gb/group-altrad-investors/recommended-offer-for-cape.

Commenting on the Offer, Mohed Altrad, Chairman of the Altrad Group, said:

"We are very pleased to announce this proposed acquisition that is fully aligned with our growth strategy, to become the world leader in the provision of industrial services, scaffolding solutions and light construction equipment in the civil and industrial sectors.

Altrad and Cape have strong complementarity in geographic and product mix enabling the creation of a multi-disciplinary industrial services leader in key markets around the world.

We believe the proposed acquisition can bring together our respective strengths to create a powerful global platform with a strong competitive edge to meet customers' requirements."

Commenting on the Offer, Tim Eggar, Chairman of Cape, said:

"On behalf of the Cape Board, I am pleased to announce Altrad's recommended cash offer to our shareholders. Under the leadership of its current management team, Cape has made significant strategic, operational and financial progress, and despite a more challenging year anticipated in 2018, the Cape Board has confidence in Cape's future prospects.

However, we believe that the Offer from Altrad represents fair and reasonable value in cash today for Cape Shareholders recognising Cape's prospects and growth potential. Furthermore, we believe that Cape's employees, customers and other stakeholders, including the IDC Scheme, will benefit from the stability and significant opportunities provided by a combination with Altrad. Taking these factors into consideration, the Cape Board unanimously intends to recommend that Cape Shareholders accept the Offer."

This summary should be read in conjunction with, and is subject to, the full text of this Announcement and its Appendices. In particular, the Offer will be subject to the Conditions and further terms as set out in Appendix I (and the full terms and conditions to be set out in the Offer Document). Appendix II contains details of sources of information and bases of calculation contained in this Announcement. Appendix III contains certain details relating to the irrevocable undertakings and letters of intent referred to in this Announcement. Appendix IV contains definitions of certain terms used in this Announcement.

Enquiries:

Important notices relating to financial advisers and corporate brokers

BNP Paribas ("BNP Paribas") is incorporated in France with limited liability under registration no. 662 042 449 RCS Paris and has its registered office at 16 Boulevard des Italiens, 75009 Paris, France. BNP Paribas is lead supervised by the European Central Bank ("ECB") and the Autorité de Contrôle Prudentiel et de Résolution ("ACPR"). BNP Paribas, London Branch is registered in England and Wales under no. FC13447 and has its registered office at 10 Harewood Avenue, London NW1 6AA. BNP Paribas, London Branch is authorised by the ECB, the ACPR and the Prudential Regulation Authority and is subject to regulation by the Financial Conduct Authority and Prudential Regulation Authority for activities carried out in and from the United Kingdom. Details about the extent of such authorisation and regulation by the Prudential Regulation Authority, and regulation by the Financial Conduct Authority, are available on request.

Please note that BNP Paribas is acting exclusively for Altrad and Altrad Bidco and no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than Altrad and Altrad Bidco for providing the protections afforded to clients of BNP Paribas or for providing advice in relation to the subject matter of this Announcement.

Canaccord Genuity Limited ("Canaccord"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Cape as financial adviser and joint corporate broker and no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than Cape for providing the protections afforded to its clients or for providing advice in relation to the subject matter of this Announcement.

Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Cape as joint corporate broker and no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than Cape for providing the protections afforded to its clients or for providing advice in relation to the subject matter of this Announcement. To the fullest extent permitted by law, neither Numis nor any of its connected persons owe any duty to the recipient in connection with the recipient's use of this Announcement.

Further information

This Announcement is not intended to, and does not, constitute, or form part of, any offer, invitation or the solicitation of an offer 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 Offer or otherwise. The Offer will be made solely by means of the Offer Document and the Form of Acceptance accompanying the Offer Document, which will contain the full terms of, and Conditions to, the Offer, including details of how the Offer may be accepted. Any response to the Offer should be made only on the basis of information contained in the Offer Document. Cape Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been despatched.

This Announcement has been prepared for the purposes of complying with English law, the rules of the London Stock Exchange 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 and regulations of any jurisdiction outside the United Kingdom.

Overseas jurisdictions

The distribution of this Announcement in jurisdictions other than the United Kingdom and Jersey and the ability of Cape Shareholders who are not resident in the United Kingdom or Jersey to participate in the Offer may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom and Jersey or Cape Shareholders who are not resident in the United Kingdom or Jersey will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to overseas Cape Shareholders will be contained in the Offer Document.

The Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of, any Restricted Jurisdiction unless conducted pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction.

Accordingly, copies of this Announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction except pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction and persons receiving this Announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this Announcement and/or the Offer Document and/or any other related document to a jurisdiction outside the United Kingdom and Jersey should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

Notice to US holders of Cape Shares

The Offer, if required to be made, will be made in the United States pursuant to applicable exemptions under the US tender offer rules and securities laws and otherwise in accordance with the requirements of the Code, the Panel and the London Stock Exchange. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.

The Offer will be made for the securities of a Jersey company whose ordinary shares are admitted to trading on the London Stock Exchange. The Offer will be subject to UK and Jersey disclosure requirements, which are different from certain United States disclosure requirements. The financial information on both Altrad and Cape included in this Announcement has been prepared in accordance with IFRS, thus neither may be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The receipt of cash pursuant to the Offer by a US holder of Cape Shares 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 Cape Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of accepting the Offer. Furthermore, the payment and settlement procedure with respect to the Offer will comply with the relevant United Kingdom and Jersey rules, which differ from the United States payment and settlement procedures, particularly with regard to the date of payment of consideration.

The Offer, if required to be made, will be made in the United States by Altrad and no one else.

It may be difficult for US holders of Cape Shares to enforce their rights and any claim arising out of US federal securities laws since Altrad is incorporated under the laws of France, Altrad Bidco is incorporated under the laws of England and Wales and Cape is incorporated under the laws of Jersey and some or all of their officers and directors are residents of non-US jurisdictions. In addition, most of the assets of Altrad and Cape are located outside the United States. US holders of Cape Shares 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.

This Announcement does not constitute an offer of securities for sale in the United States or an offer to acquire or exchange securities in the United States. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than: (i) in accordance with the tender offer requirements under the US Securities Exchange Act of 1934 (as amended) (the "Exchange Act"), or the securities laws of such other country, as the case may be; or (ii) pursuant to an available exemption from such requirements. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Offer, passed upon the merits or fairness of the Offer or passed comment upon the adequacy or completeness of this Announcement. Any representation to the contrary is a criminal offence in the United States.

To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the Code and normal UK market practice and subject to Rule 14e-5(b) under the Exchange Act, Altrad, Altrad Bidco or its or their nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, shares or other securities in Cape, other than pursuant to the Offer, at any time prior to completion of the Offer becoming effective. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code and the rules of the London Stock Exchange, to the extent applicable. No purchases will be made outside of the Offer in the United States by or on behalf of Altrad or Altrad Bidco. In addition, in accordance with, and to the extent permitted by, the Code and normal UK market practice, BNP Paribas and its affiliates will continue to act as exempt principal traders in Cape Shares on the London Stock Exchange and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law. To the extent required by the applicable law (including the Code), any information about such purchases will be disclosed on a next day basis to the Panel and a Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com.

Forward-looking statements

This Announcement may contain certain "forward-looking statements" with respect to Altrad Bidco, Altrad, the Altrad Group, Cape and/or the Cape Group. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words or terms of similar meaning or the negative thereof. 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 the Altrad Group or the Cape Group and potential synergies resulting from the Acquisition; and (iii) the expected timing and scope of the Acquisition.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in, or implied by, such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. You 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 Altrad Bidco, Altrad, the Altrad Group, Cape and/or the Cape Group or any person acting on their behalf (respectively) are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Announcement. Altrad Bidco, Altrad, the Altrad Group, Cape and/or the Cape Group assume no obligation to update publicly or revise forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

No profit forecasts or estimates

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

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 pm (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm (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 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(s), 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 pm (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 Takeover 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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Information relating to Cape Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Cape Shareholders, persons with information rights and other relevant persons for the receipt of communications from Cape may be provided to Altrad during the Offer Period as required under Section 4 of Appendix 4 to the Code.

Publication on website

A copy of this Announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Altrad's website at http://www.altrad.com/gb/group-altrad-investors/recommended-offer-for-cape and on Cape's website at www.capeplc.com by no later than 12:00 noon on the Business Day following this Announcement. Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this Announcement, free of charge, by contacting BNP Paribas on +44 (0) 20 7595 2000 or Canaccord on +44 (0) 20 7523 8000. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, Cape confirms that, as at the close of business on 6 July 2017 (being the last Business Day prior to the date of this Announcement), it had 121,103,937 ordinary shares of 25 pence each in issue and admitted to trading on the Main Market for listed securities of the London Stock Exchange under ISIN reference JE00B5SJJD95 (and no ordinary shares held in treasury).

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

7 July 2017

RECOMMENDED CASH OFFER

for

CAPE PLC

by

ALTRAD UK LIMITED, a wholly-owned subsidiary ofALTRAD INVESTMENT AUTHORITY SAS

1. Introduction

The boards of directors of Altrad Investment Authority SAS ("Altrad") and Cape plc ("Cape") are pleased to announce that they have reached agreement on the terms of a recommended cash offer for Cape by Altrad, through its wholly-owned subsidiary, Altrad UK Limited ("Altrad Bidco"), pursuant to which Altrad Bidco will acquire the entire issued and to be issued ordinary share capital of Cape (other than the IDC Scheme Share) (the "Offer"). It is intended that the Offer will be implemented by means of a takeover offer under the Code and within the meaning given to that term in Part 18 of the Jersey Companies Law.

2. Summary of the Offer

Under the Offer, which will be subject to the Conditions and further terms set out in Appendix I to this Announcement and to the further terms to be set out in the Offer Document, Cape Shareholders will receive:

for each Cape Share 265 pence in cash

The Offer Price represents a premium of approximately:

· 46.2 per cent. to the Closing Price of 181 pence per Cape Share on 6 July 2017 (being the last Business Day prior to the date of this Announcement);

· 17.6 per cent. to the volume-weighted average Closing Price of 225 pence per Cape Share for the three months ended on 6 July 2017 (being the last Business Day prior to the date of this Announcement); and

· 31.4 per cent. to the volume-weighted average Closing Price of 202 pence per Cape Share for the 12 months ended on 6 July 2017 (being the last Business Day prior to the date of this Announcement).

The Offer values the entire issued and to be issued ordinary share capital of Cape at up to approximately £332.3 million on a fully diluted basis (subject to the extent to which Options are exercised).

The Cape Shares (other than the IDC Scheme Share, which will not be acquired pursuant to the Offer) will be acquired by Altrad Bidco with full title guarantee, fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights existing at the date of this Announcement or thereafter attaching thereto, including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this Announcement in respect of the Cape Shares.

If any dividend and/or other distribution or any other return of capital in respect of the Cape Shares is made or paid on or after the date of this Announcement, Altrad Bidco reserves the right to reduce the consideration payable for each Cape Share under the terms of the Offer by the amount per Cape Share of such dividend, distribution or return of capital although, in such circumstances, Cape Shareholders would be entitled to retain any such dividend, distribution or return of capital made or paid.

3. Background to, and reasons for, the Offer

The Altrad Board believes that the Acquisition represents a compelling opportunity to accelerate the delivery of Altrad's strategy to be a leading global provider of industrial services, scaffolding solutions and light construction equipment in the civil and industrial sectors. In addition, the Altrad Board strongly believes that the Acquisition will deliver attractive near and longer term benefit for the Cape Group and the Altrad Group and their respective stakeholders, including the IDC Scheme. Given the strategic fit between the Cape Group and the Altrad Group, the Acquisition would generate, among others, the following mutual benefits:

· a strong geographic complementarity enabling the creation of a multi-disciplinary industrial services leader in key markets around the world with:

o an enhanced presence in key regions, including Asia Pacific and the Middle East; and

o a more balanced global footprint: 66 per cent. of sales generated in Europe (including the UK), 20 per cent. in Asia Pacific and 14 per cent. in other regions (based on Altrad's and Cape's reported annual sales for their respective most recent completed financial years); 

· an enhanced portfolio of industrial products and services combining the Cape Group's and the Altrad Group's energy and natural resources industry service portfolios to supplement the Altrad Group's industrial, construction and public works markets offering;

· the creation of a diversified platform which reduces operational risk through:

o an enhanced client portfolio; and

o strong diversification by economic sector reducing exposure to business cycles;

· improved knowledge sharing through combined product and service development which should accelerate cross-selling opportunities and cost synergies across all geographies:

o creating a more agile, responsive and competitive Enlarged Group with enhanced scale that can better meet client needs and create cross-selling opportunities; and

o enabling the deployment of a wide and diverse range of services, resolutely geared towards major industrial clients, considerably reinforcing the areas of expertise of both groups in the service sector. The Enlarged Group will also benefit from integrated manufacturing;

· the realisation of synergies by implementing a proven integration strategy through:

o the elimination of Cape's corporate costs and costs associated with Cape's status as a listed company;

o the anticipated rationalisation of operational costs and optimisation of business processes;

o potential incremental revenue synergies through enhancing services offered to the Enlarged Group's clients;

o optimising management and the usage of equipment across the two businesses, thereby reducing capital needs; and

o utilising the Altrad Group's strong track record of successful integrations; and

· the enhancement of Altrad's scale of operations through:

o generating pro forma revenue and adjusted EBITDA of approximately €3 billion and €400 million, respectively;

o employing approximately 38,000 people worldwide; and

o the Enlarged Group will have enhanced financial scale and ability to fuel further strategic growth and investments.

In essence, the Acquisition will bring together the respective strengths of both the Altrad Group and the Cape Group to create a global platform with a strong competitive edge that is better able to meet their respective customers' requirements.

4. Recommendation

The Cape Directors, who have been so advised by Canaccord as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing its advice to the Cape Directors, Canaccord has taken into account the commercial assessments of the Cape Directors. Canaccord is providing independent financial advice to the Cape Directors for the purposes of Rule 3 of the Code.

Accordingly, the Cape Directors intend to recommend unanimously that Cape Shareholders accept, or procure the acceptance of, the Offer (or, if (with the consent of Cape and the Panel) Altrad Bidco exercises its right to implement the Offer by way of a Scheme, vote, or procure votes, in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting), as all the Cape Directors who hold Cape Shares (in a personal capacity or through members of their immediate families, related trusts or a nominee or nominees) have irrevocably undertaken to do, or procure to be done, in respect of their own beneficial holdings (and the beneficial holdings of members of their immediate families or related trusts or nominee(s)) of 293,122 Cape Shares, in aggregate, representing approximately 0.24 per cent. of the Cape Shares in issue on 6 July 2017 (being the last Business Day prior to the date of this Announcement).

5. Background to, and reasons for, the recommendation

Cape is an international provider of critical industrial services principally to the energy and natural resources sectors. Cape provides a multi-disciplinary service offering including access systems, insulation, specialist coatings, passive fire protection, refractory linings, mechanical services, environmental services, oil and gas storage tanks, and heat exchanger replacement and refurbishment.

Under the leadership of its current management team, Cape has made significant strategic, operational and financial progress. This progress has been characterised by a record safety performance in 2016, year-on-year revenue growth achieved for a third consecutive year, good progress on its portfolio diversification strategy (including developing specialist services and securing additional services at existing customer sites), excellence in delivery across key maintenance and project sites, and entry into selected new geographies.

Since mid-2014, there has been a significant deterioration in the oil price, which has resulted in a reduction in investment and activity levels by companies operating in the oil and gas sector. The Cape Directors believe that this reduction has had a consequential negative impact on companies for which the oil and gas sector is a significant end-market, including Cape, and that the overall outlook for the sector remains subdued. Cape has successfully taken a number of mitigating actions to manage this risk, including ensuring the diversity of its customers, geographies, end-markets and services, and reducing its overhead cost base whilst also investing for growth.

As previously disclosed in the recent announcement of contract awards and trading update on 5 June 2017, Cape has continued to trade strongly and, with the additional benefit of the Ichthys award, the Cape Board expects that Cape's full year performance for 2017 will be materially ahead of its previous expectations. The Cape Board anticipates that 2018 will be a more challenging year, driven by the expected reduction in volume from the current high level of construction activity in Asia Pacific and the effect of project delays and margin pressures in the Middle East.

The Cape Directors have considered the terms of the Offer in relation to the value of Cape as a standalone company and believe the Offer recognises Cape's prospects and growth potential. The Cape Directors have carefully considered the terms of the Offer in the context of the dynamics of the markets in which Cape operates. In considering the terms of the Offer, the Cape Directors have taken into account a number of factors including:

· that the Offer will represent an opportunity for Cape Shareholders to realise their investment in Cape for cash at a fair and reasonable value;

· that the Offer Price represents a premium of approximately 46.2 per cent. to the Closing Price of 181 pence per Cape Share on 6 July 2017 (being the last Business Day prior to the date of this Announcement) and a premium of approximately 31.4 per cent. to the volume-weighted average Closing Price of 202 pence per Cape Share for the 12 months ended on the same date;

· that the certainty of the Offer should be weighed against the inherent uncertainty of the delivery of future value that exists in the Cape Group's business; and

· uncertainty arising from the risk of future IDC-related claims.

Furthermore, the Cape Directors believe Cape's employees, customers and other stakeholders, including the IDC Scheme, will benefit from the stability and opportunities provided by a combination with Altrad given the scale and diversification across the Enlarged Group in key markets around the world.

Altrad has received irrevocable undertakings and letters of intent to accept the Offer from Cape Shareholders holding 18.2 per cent., in aggregate, of the existing issued share capital of Cape. In the event of the Offer becoming, or being declared, unconditional in all respects and the Cape Shares being de-listed, Cape Shareholders who do not accept the Offer may find that they own shares in an unlisted company controlled by Altrad.

Following careful consideration of the above factors, the Cape Directors intend unanimously to recommend that Cape Shareholders accept the Offer. The Offer will provide the certainty of a cash exit for all Cape Shareholders at a level which the Cape Directors believe to be fair and reasonable, given that there remain risks and uncertainties inherent in progressing the Cape Group's business and delivering its strategy.

6. Irrevocable undertakings and letters of intent

Altrad Bidco has received irrevocable undertakings to accept, or procure the acceptance of, the Offer (or, if (with the consent of Cape and the Panel) Altrad Bidco exercises its right to implement the Offer by way of a Scheme, vote, or procure votes, in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting) from all of the Cape Directors who hold Cape Shares (in a personal capacity or through members of their immediate families, related trusts or a nominee or nominees) in respect of their entire beneficial holdings (and the beneficial holdings of members of their immediate families or related trusts or nominee(s)) of Cape Shares, amounting to 293,122 Cape Shares, in aggregate, representing approximately 0.24 per cent. of the Cape Shares in issue on 6 July 2017 (being the last Business Day prior to the date of this Announcement).

Altrad has also received an irrevocable undertaking to accept, or procure the acceptance of, the Offer (or, if (with the consent of Cape and the Panel) Altrad Bidco exercises its right to implement the Offer by way of a Scheme, vote, or procure votes, in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting) from Artemis Investment Management LLP in respect of 8,289,978 Cape Shares, in aggregate, representing approximately 6.8 per cent. of the Cape Shares in issue on 6 July 2017 (being the last Business Day prior to the date of this Announcement).

In addition, Altrad has received letters of intent to accept, or procure the acceptance of, the Offer (or, if (with the consent of Cape and the Panel) Altrad Bidco exercises its right to implement the Offer by way of a Scheme, vote, or procure votes, in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting) from Schroder Investment Management Limited and Henderson Global Investors Limited in respect of 13,513,346 Cape Shares, in aggregate, representing approximately 11.2 per cent. of the Cape Shares in issue on 6 July 2017 (being the last Business Day prior to the date of this Announcement).

Therefore, as at the date of this Announcement, Altrad and Altrad Bidco have received irrevocable undertakings and letters of intent to accept, or procure the acceptance of, the Offer (or, if (with the consent of Cape and the Panel) Altrad Bidco exercises its right to implement the Offer by way of a Scheme, vote, or procure votes, in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting) with respect to a total of 22,096,446 Cape Shares, in aggregate, representing approximately 18.2 per cent. of the Cape Shares in issue on 6 July 2017 (being the last Business Day prior to the date of this Announcement).

Full details of the irrevocable undertakings and letters of intent received by Altrad and Altrad Bidco are set out in Appendix III to this Announcement.

7. Information on the Altrad Group

Founded in 1985 by Mohed Altrad and headquartered in Montpellier, France, Altrad has since successfully developed through a combination of organic growth and acquisitions and is today a leading global provider of industrial services, scaffolding solutions and light construction equipment in the civil and industrial sectors. Following the successful acquisitions of Hertel in June 2015 and Prezioso in May 2016, Altrad has operations in over 30 countries throughout Europe, Africa, Asia, Australia and America and turnover in more than 100 countries with approximately 22,000 employees. Altrad's annual turnover and EBITDA amounted to €2,312 million and €323 million, respectively, for its financial year ended August 20162.

Altrad is a private company which is controlled by Mr. Mohed Altrad who has a 77.78 per cent. shareholding. The remaining 22.22 per cent. shareholding is held by long-term financial shareholders (CM CIC Capital Finance, BNP Paribas Développement and CM Arkea) and a state-owned investment bank (Banque Publique d'Investissement). Altrad Bidco is a wholly-owned subsidiary of Altrad. It is incorporated in England and Wales with registered number 10799083 and its principal activity is to act as an intermediate holding company for trading companies within the Altrad Group.

2 Pro forma figures including 12 months activity of Prezioso Linjebygg as of 31 August 2016. Prezioso Linjebygg was acquired in May 2016.

8. Information on Cape

Cape is an international provider of critical industrial services principally to the energy and natural resources sectors. It provides a multi-disciplinary service offering including access systems, insulation, specialist coatings, passive fire protection, refractory linings, mechanical services, environmental services, oil and gas storage tanks, and heat exchanger replacement and refurbishment.

Cape employs c.16,000 people working across its global operations in 23 countries. In its preliminary results for the twelve months to 31 December 2016, Cape reported revenue of £863.5 million and had a record closing order book of £917.6 million (up 6.5 per cent. on the previous year).

Cape is a public limited company registered in Jersey. It has a premium listing on the Official List and the Cape Shares are admitted to trading on the Main Market of the London Stock Exchange.

9. Management, employees and strategic plans for Cape

Altrad attaches great importance to the skills and experience of the existing Cape management and employees and believes that they will, following completion of the Offer, benefit from being part of the Enlarged Group. Altrad has given assurances to the Cape Directors that, following completion of the Offer, the existing contractual and statutory employment rights of existing management and employees of the Cape Group will be safeguarded and that it will procure that each of the relevant Cape Group employer and other relevant entities continue to comply with their respective obligations to contribute to Cape's pension schemes in accordance with contracts of employment of relevant Cape employees, legislation and the trust deed and rules of the relevant schemes, where applicable.

In addition, Altrad has undertaken to the IDC Scheme Directors and the IDC Scheme Shareholder that, whilst it intends to explore collaboratively with the IDC Scheme Directors and the IDC Scheme Shareholder (subject always to the appropriate consent of the IDC Scheme Directors and the IDC Scheme Shareholder) certain administrative revisions or clarifications to Cape's constitutional documents to facilitate intra-group transactions between members of the Enlarged Group post-Acquisition and to assist financial reporting following the Acquisition, it intends to procure that each member of the Cape Group honours its obligations under, or in connection with, the IDC Scheme (including with respect to the funding commitments for future liabilities of the IDC Scheme, the current IDC Scheme administrative arrangements and all related contractual obligations to which members of the Cape Group are subject) following completion of the Offer.

Altrad expects to provide a stronger platform for Cape to accelerate growth and to develop its service provision in its current markets of operation as well as additional markets.

Altrad recognises that, in order to achieve certain of the expected benefits of the Acquisition, a detailed review of Cape's business and operations will be required. Until such review occurs, Altrad is unable to assess the impact that the Acquisition will have on the employees of the Enlarged Group, the locations of their places of business or any redeployment of fixed assets.

The due diligence carried out to date by Altrad has indicated the potential to generate cost savings in areas where there is an overlap of functions between Altrad and Cape. Based on this initial analysis, Altrad confirms that (subject to the constraints of the IDC Scheme):

· for an initial period, Altrad intends to manage all or the majority of Cape's operations within a standalone division, continuing to deliver all Cape's services and products while undertaking a full review and implementing cost synergies from bringing Cape into the Altrad structure;

· areas of overlap in corporate, shared services and other operational functions will be identified - Altrad intends to drive available cost synergies in these areas and anticipates that these efforts may result in a reduction of the headcount of the Enlarged Group; and

· following completion of the Acquisition, Altrad also intends to reduce costs which historically have been connected with Cape's status as a listed company.

Altrad and Cape have had limited discussions with respect to Cape's existing share incentive arrangements. Pursuant to the terms of the Co-operation Agreement, Cape and Altrad have agreed that the Cape Board will limit the vesting of existing Options to the higher of 2.6 million Cape Shares and the minimum pro rata contractual entitlement of the holders of such Options (calculated on a daily basis). To the extent that this minimum pro rata contractual entitlement is less than an aggregate of 2.6 million Cape Shares, the extent to which such Options may be exercised will be increased to an aggregate of 2.6 million Cape Shares. Altrad has agreed to introduce a modified cash incentive plan for the holders of Options following the Acquisition on terms that are similar in nature to the terms of the Cape Share Scheme to the extent that the Options do not vest as a consequence of the Acquisition.

In addition, although Altrad and Cape have held limited discussions with respect to Cape's existing share incentive arrangements and future Altrad incentive arrangements for its management and employees, no agreements or arrangements between Altrad and the senior management of Cape have been entered into nor have these discussions reached an advanced stage.

The non-executive Cape Directors have confirmed that they intend to resign upon the Offer becoming, or being declared, unconditional in all respects.

10. Financing of the Offer

Full acceptance of the Offer will result in the payment by Altrad Bidco of up to approximately £332.3 million in cash to Cape Shareholders (and participants in the Cape Share Scheme (subject to the extent to which Options are exercised)). The cash consideration payable to Cape Shareholders (and participants in the Cape Share Scheme) under the terms of the Offer will be funded from an acquisition debt facility provided to Altrad by BNP Paribas SA pursuant to an acquisition debt facility agreement dated 6 July 2017 (the "Acquisition Debt Facility Agreement").

BNP Paribas, as financial adviser to Altrad and Altrad Bidco, is satisfied that sufficient cash resources are available to Altrad Bidco to enable it to satisfy, in full, the cash consideration payable to Cape Shareholders (and participants in the Cape Share Scheme) under the terms of the Offer.

11. Structure of the Offer

11.1 Terms and conditions

The Offer will be conditional upon, amongst other things, valid acceptances being received in respect of Cape Shares which, together with any Cape Shares acquired by Altrad (whether pursuant to the Offer or otherwise treated for the purposes of Article 117(8) of the Jersey Companies Law as having been acquired or contracted to be acquired by virtue of acceptances of the Offer), constitute not less than 90 per cent. in nominal value of the Cape Shares to which the Offer relates. The Offer will be subject to the Conditions and further terms, including the requisite Merger Control Clearance, set out in Appendix I to this Announcement and to be set out in the Offer Document.

The Offer can only become unconditional in all respects if all Conditions to the Offer have been satisfied or, where applicable, waived. Subject to the satisfaction or, where applicable, waiver of the Conditions, it is expected that completion of the Offer will occur in September 2017 following the receipt of the Merger Control Clearance.

11.2 Takeover offer

It is intended that the Offer be implemented by means of a takeover offer under the Code and within the meaning given to that term in Part 18 of the Jersey Companies Law. Altrad Bidco reserves the right, subject to the consent of Cape and the Panel, to effect the Acquisition by way of a Court-sanctioned scheme of arrangement under Article 125 of the Jersey Companies Law.

11.3 Publication of Offer Document

The Offer Document will be posted to Cape Shareholders as soon as is practicable and, in any event, other than with the consent of the Panel, by 4 August 2017.

11.4 Compulsory acquisition, de-listing and cancellation of admission to trading

If the Offer becomes, or is declared, unconditional in all respects and Altrad Bidco receives acceptances under the Offer in respect of, and/or otherwise acquires, not less than 90 per cent. of the Cape Shares by nominal value to which the Offer relates, Altrad Bidco intends to exercise its rights pursuant to Part 18 of the Jersey Companies Law to acquire compulsorily any outstanding Cape Shares to which the Offer relates not acquired, or agreed to be acquired, pursuant to the Offer or otherwise treated for the purposes of Article 117(8) of the Jersey Companies Law as having been acquired, or contracted to be acquired, by virtue of acceptances of the Offer.

After the Offer becomes, or is declared, unconditional in all respects and if Altrad Bidco has: (i) by virtue of its shareholdings and acceptances of the Offer acquired, or agreed to acquire, Cape Shares representing at least 75 per cent. of the voting rights of Cape; and (ii) Altrad Bidco has obtained acceptances of the Offer or acquired, or agreed to acquire, Cape Shares from Cape Shareholders that represent a majority of the voting rights held by the Cape Shareholders on the date of this Announcement (the "Delisting Threshold"), Altrad Bidco intends to procure the making of an application by Cape for cancellation, respectively, of the trading in Cape Shares on the London Stock Exchange's Main Market for listed securities and of the listing of Cape Shares on the premium listing segment of the Official List. A notice period of not less than 20 Business Days before the cancellation will commence on the date on which the Offer becomes, or is declared, unconditional in all respects provided that Altrad Bidco has attained the Delisting Threshold. Delisting would significantly reduce the liquidity and marketability of any Cape Shares not assented to the Offer.

It is also intended that, if the Offer becomes, or is declared, unconditional in all respects, and Altrad Bidco has acquired, or agreed to acquire, before or during the Offer Period (whether pursuant to the Offer or otherwise treated for the purposes of Article 117(8) of the Jersey Companies Law as having been acquired, or contracted to be acquired, by virtue of acceptances of the Offer) Cape Shares which carry, in aggregate, not less than a three-fourths majority of the voting rights attaching to the Cape Shares, Altrad Bidco will, subject to obtaining the consent of the IDC Scheme Shareholder, seek to re-register Cape as a Jersey private limited company pursuant to the Jersey Companies Law.

12. Disclosure of interests in Cape Shares

As at the close of business on 6 July 2017 (being the last Business Day prior to the date of this Announcement) and save for the irrevocable undertakings and letters of intent referred to in paragraph 6 above and in Appendix III to this Announcement, none of Altrad, Altrad Bidco nor any Altrad Director or Altrad Bidco Director nor, so far as Altrad Bidco is aware, any person acting, or deemed to be acting, in concert with Altrad Bidco:

a) had an interest in, or right to subscribe for, relevant securities of Cape;

b) had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of Cape;

c) had procured an irrevocable commitment or letter of intent to accept the terms of the Offer in respect of relevant securities of Cape; or

d) had borrowed or lent any Cape Shares. 

Furthermore, save for the irrevocable undertakings and letters of intent described in paragraph 6 and in Appendix III to this Announcement, no arrangement exists between Altrad Bidco or Cape or a person acting in concert with Altrad Bidco or Cape in relation to Cape Shares. For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to Cape Shares which may be an inducement to deal or refrain from dealing in such securities.

13. Offer-related arrangements

Confidentiality Agreement

Altrad and Cape entered into a confidentiality agreement on 30 January 2017 (the "Confidentiality Agreement") pursuant to which Altrad has undertaken to keep certain information relating to: (i) the Acquisition; and (ii) the Cape Group and its businesses confidential and not to disclose such information to third parties, except (a) to other members of the Altrad Group, their advisers, agents or representatives and their respective officers, employees or partners and BNP Paribas or, subject to certain conditions, any other provider or prospective provider of debt and/or equity finance (and their advisers, agents or representatives) for the purposes of evaluating the Offer or (b) if required to do so by applicable law, rule, requirement or request of any regulatory or governmental authority or stock exchange to which it is subject.

Pursuant to the Confidentiality Agreement, Altrad undertook, for a period of 12 months from the date of the Confidentiality Agreement, not to have any contact in relation to the Offer with any of Cape's employees, customers, contractors, sub-contractors, suppliers or lenders and, for a period of 18 months from the date of the Confidentiality Agreement, not to solicit, engage, employ or offer to employ any director, officer or senior employee of Cape, save in certain circumstances and, in each case, without Cape's prior written consent.

In addition, Altrad agreed to a standstill undertaking in relation to the securities of Cape until 31 December 2017 that applies, inter alia, other than if a third party makes or announces, pursuant to Rule 2.7 of the Code, a firm intention to make an offer to acquire Cape or a possible offer announcement pursuant to the Code is made in respect of any third party stating that such third party may make an offer to acquire Cape or if any third party becomes interested in Cape Shares carrying 30 per cent. or more of the votes ordinarily cast at general meetings of Cape.

Save as referred to above, the obligations pursuant to the Confidentiality Agreement will remain in force until completion of the Offer or, if the Offer fails to complete, for a period of two years from the date of the Confidentiality Agreement.

First Altrad Confidentiality Letter

Altrad confirmed to Cape in a confidentiality letter dated 16 May 2017 (the "First Altrad Confidentiality Letter") that it released its legal adviser, Eversheds Sutherland, from any obligation that it may have to disclose, and waived any right it may have to request from Eversheds Sutherland, certain Cape commercially sensitive information disclosed only to Eversheds Sutherland in connection with the Acquisition. Altrad also confirmed, inter alia, that none of its directors, employees or its subsidiaries would have access to such commercially sensitive information until the Offer becomes, or is declared, unconditional in all respects.

The First Altrad Confidentiality Letter is supplemental to the Confidentiality Agreement.

Second Altrad Confidentiality Letter

Altrad confirmed to Cape in a confidentiality letter dated 28 June 2017 (the "Second Altrad Confidentiality Letter") that it released its legal adviser, Eversheds Sutherland, from any obligation that it may have to disclose, and waived any right it may have to request from Eversheds Sutherland, certain Cape commercially sensitive contractual information disclosed only to Eversheds Sutherland in connection with the Acquisition. Altrad also confirmed, inter alia, that none of its directors, employees or its subsidiaries would have access to such commercially sensitive contractual information until the Offer becomes, or is declared, unconditional in all respects.

The Second Altrad Confidentiality Letter is supplemental to the Confidentiality Agreement.

Third Altrad Confidentiality Letter

Altrad confirmed to Cape in a confidentiality letter dated 29 June 2017 (the "Third Altrad Confidentiality Letter") that it released its adviser, PwC, from any obligation that it may have to disclose and waived any right it may have to request from PwC, certain Cape commercially sensitive contractual information disclosed to PwC in connection with the Acquisition. Altrad also confirmed, inter alia, that none of its directors, employees or its subsidiaries would have access to such commercially sensitive contractual information until the Offer becomes, or is declared, unconditional in all respects.

The Third Altrad Confidentiality Letter is supplemental to the Confidentiality Agreement.

Cape Confidentiality Letter

Cape confirmed to Altrad in a confidentiality letter dated 16 May 2017 (the "Cape Confidentiality Letter") that it released its legal adviser, Ashurst LLP ("Ashurst"), from any obligation that it may have to disclose and waived any right it may have to request from Ashurst, certain Altrad commercially sensitive information disclosed only to Ashurst in connection with the anti-trust assessment of the Acquisition. Cape also confirmed, inter alia, that none of its directors, employees or its subsidiaries would have access to such commercially sensitive information until the Offer becomes, or is declared, unconditional in all respects.

The Cape Confidentiality Letter is supplemental to the Confidentiality Agreement.

Co-operation Agreement

Each of Altrad, Altrad Bidco and Cape entered into a co-operation agreement on 7 July 2017 (the "Co-operation Agreement") in connection with the Offer.

Pursuant to the Co-operation Agreement, each of Altrad Bidco and Cape have agreed to co-operate with each other, and Altrad Bidco has agreed to use its reasonable endeavours, to secure the Merger Control Clearance and to satisfy the Merger Control Condition.

Furthermore, pursuant to the terms of the Co-operation Agreement, amongst other things, Cape and Altrad have agreed that the Cape Board will limit the vesting of existing Options as described in paragraph 9 above and Altrad has agreed to introduce a modified cash incentive plan for the holders of Options following the Acquisition on terms that are similar in nature to the terms of the Cape Share Scheme to the extent that the Options do not vest as a consequence of the Acquisition.

The Co-operation Agreement will terminate if: (i) agreed in writing between the parties; (ii) the Cape Board withdraws, adversely modifies or adversely qualifies its recommendation of the Offer; (iii) a third party announces a firm intention to make an offer for Cape pursuant to Rule 2.7 of the Code at a value which is greater than the value of the Offer and which is recommended by the Cape Board; (iv) the Offer (or the Scheme, as the case may be) is withdrawn or lapses in accordance with its terms and/or with the consent of the Panel (and Altrad Bidco has not exercised its right to a implement a different takeover offer on substantially the same or improved terms or to switch to a Scheme (with the consent of Cape and the Panel); or (v) the Offer becomes, or is declared, unconditional in all respects and is closed (or where Altrad Bidco has exercised its right to switch to a Scheme (with the consent of Cape and the Panel), the Scheme becomes effective and the Acquisition is completed).

The Co-operation Agreement records Altrad Bidco's and Cape's intention to implement the Offer by way of a takeover offer within the meaning given to that term in Part 18 of the Jersey Companies Law, subject to the ability of Altrad Bidco to proceed by way of a Scheme (with the consent of Cape and the Panel).

Altrad Bidco's obligations pursuant to the Co-operation Agreement are guaranteed by Altrad.

14. Cape Share Scheme

The Offer extends to any Cape Shares which are unconditionally allotted or issued fully paid (or credited as fully paid) while the Offer remains open for acceptance, including any such Cape Shares unconditionally allotted or issued pursuant to the exercise of options and/or awards under the Cape Share Scheme (subject to the proposed approach referred to in paragraph 9 above). Appropriate proposals will be made to participants in the Cape Share Scheme and such persons will be sent separate letters in due course explaining the effect of the Offer on their options/awards and setting out the proposals being made in respect of their outstanding options/awards in connection with the Offer.

15. Documents available on websites

Copies of the following documents will published by no later than 12 noon (London time) on the Business Day following the date of this Announcement on Altrad's website at http://www.altrad.com/gb/group-altrad-investors/recommended-offer-for-cape and on Cape's website at www.capeplc.com and will be made available until the end of the Offer Period:

· a copy of this Announcement;

· the Confidentiality Agreement;

· the First Altrad Confidentiality Letter;

· the Second Altrad Confidentiality Letter;

· the Third Altrad Confidentiality Letter;

· the Cape Confidentiality Letter;

· the Co-operation Agreement;

· the irrevocable undertakings and letters of intent described at paragraph 6 above and in Appendix III to this Announcement; and

· the Acquisition Debt Facility Agreement (and the commitment letter entered into in connection therewith).

16. General

The Offer will be subject to the Conditions and other terms set out in this Announcement and to the full terms and Conditions which will be set out in the Offer Document.

Appendix I to this Announcement contains a summary of the principal terms and Conditions. The Offer Document will be posted to Cape Shareholders and, for information only, to participants in the Cape Share Scheme as soon as is practicable and, in any event, within 28 days of the date of this Announcement, unless Altrad Bidco and Cape otherwise agree, and the Panel consents, to a later date. Appendix II contains details of sources of information and bases of calculation contained in this Announcement. Appendix III contains certain details relating to the irrevocable undertakings and letters of intent referred to in this Announcement. Appendix IV contains definitions of certain terms used in this Announcement.

BNP Paribas, Canaccord and Numis have each given and not withdrawn their consent to the publication of this Announcement with the inclusion herein of the references to their names in the form and context in which they appear.

Enquiries:

Important notices relating to financial advisers and corporate brokers

BNP Paribas ("BNP Paribas") is incorporated in France with limited liability under registration no. 662 042 449 RCS Paris and has its registered office at 16 Boulevard des Italiens, 75009 Paris, France. BNP Paribas is lead supervised by the European Central Bank ("ECB") and the Autorité de Contrôle Prudentiel et de Résolution ("ACPR"). BNP Paribas, London Branch is registered in England and Wales under no. FC13447 and has its registered office at 10 Harewood Avenue, London NW1 6AA. BNP Paribas, London Branch is authorised by the ECB, the ACPR and the Prudential Regulation Authority and is subject to regulation by the Financial Conduct Authority and Prudential Regulation Authority for activities carried out in and from the United Kingdom. Details about the extent of such authorisation and regulation by the Prudential Regulation Authority, and regulation by the Financial Conduct Authority, are available on request.

Please note that BNP Paribas is acting exclusively for Altrad and Altrad Bidco and no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than Altrad and Altrad Bidco for providing the protections afforded to clients of BNP Paribas or for providing advice in relation to the subject matter of this Announcement.

Canaccord Genuity Limited ("Canaccord"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Cape as financial adviser and joint corporate broker and no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than Cape for providing the protections afforded to its clients or for providing advice in relation to the subject matter of this Announcement.

Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Cape as joint corporate broker and no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than Cape for providing the protections afforded to its clients or for providing advice in relation to the subject matter of this Announcement. To the fullest extent permitted by law, neither Numis nor any of its connected persons owe any duty to the recipient in connection with the recipient's use of this Announcement.

Further information

This Announcement is not intended to, and does not, constitute, or form part of, any offer, invitation or the solicitation of an offer 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 Offer or otherwise. The Offer will be made solely by means of the Offer Document and the Form of Acceptance accompanying the Offer Document, which will contain the full terms of, and Conditions to, the Offer, including details of how the Offer may be accepted. Any response to the Offer should be made only on the basis of information contained in the Offer Document. Cape Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been despatched.

This Announcement has been prepared for the purposes of complying with English law, the rules of the London Stock Exchange 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 and regulations of any jurisdiction outside the United Kingdom.

Overseas jurisdictions

The distribution of this Announcement in jurisdictions other than the United Kingdom and Jersey and the ability of Cape Shareholders who are not resident in the United Kingdom or Jersey to participate in the Offer may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom and Jersey or Cape Shareholders who are not resident in the United Kingdom or Jersey will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to overseas Cape Shareholders will be contained in the Offer Document.

The Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of, any Restricted Jurisdiction unless conducted pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction.

Accordingly, copies of this Announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction except pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction and persons receiving this Announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this Announcement and/or the Offer Document and/or any other related document to a jurisdiction outside the United Kingdom and Jersey should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

Notice to US holders of Cape Shares

The Offer, if required to be made, will be made in the United States pursuant to applicable exemptions under the US tender offer rules and securities laws and otherwise in accordance with the requirements of the Code, the Panel and the London Stock Exchange. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.

The Offer will be made for the securities of a Jersey company whose ordinary shares are admitted to trading on the London Stock Exchange. The Offer will be subject to UK and Jersey disclosure requirements, which are different from certain United States disclosure requirements. The financial information on both Altrad and Cape included in this Announcement has been prepared in accordance with IFRS, thus neither may be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The receipt of cash pursuant to the Offer by a US holder of Cape Shares 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 Cape Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of accepting the Offer. Furthermore, the payment and settlement procedure with respect to the Offer will comply with the relevant United Kingdom and Jersey rules, which differ from the United States payment and settlement procedures, particularly with regard to the date of payment of consideration.

The Offer, if required to be made, will be made in the United States by Altrad and no one else.

It may be difficult for US holders of Cape Shares to enforce their rights and any claim arising out of US federal securities laws since Altrad is incorporated under the laws of France, Altrad Bidco is incorporated under the laws of England and Wales and Cape is incorporated under the laws of Jersey and some or all of their officers and directors are residents of non-US jurisdictions. In addition, most of the assets of Altrad and Cape are located outside the United States. US holders of Cape Shares 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.

This Announcement does not constitute an offer of securities for sale in the United States or an offer to acquire or exchange securities in the United States. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than: (i) in accordance with the tender offer requirements under the US Securities Exchange Act of 1934 (as amended) (the "Exchange Act"), or the securities laws of such other country, as the case may be; or (ii) pursuant to an available exemption from such requirements. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Offer, passed upon the merits or fairness of the Offer or passed comment upon the adequacy or completeness of this Announcement. Any representation to the contrary is a criminal offence in the United States.

To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the Code and normal UK market practice and subject to Rule 14e-5(b) under the Exchange Act, Altrad, Altrad Bidco or its or their nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, shares or other securities in Cape, other than pursuant to the Offer, at any time prior to completion of the Offer becoming effective. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code and the rules of the London Stock Exchange, to the extent applicable. No purchases will be made outside of the Offer in the United States by or on behalf of Altrad or Altrad Bidco. In addition, in accordance with, and to the extent permitted by, the Code and normal UK market practice, BNP Paribas and its affiliates will continue to act as exempt principal traders in Cape Shares on the London Stock Exchange and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law. To the extent required by the applicable law (including the Code), any information about such purchases will be disclosed on a next day basis to the Panel and a Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com.

Forward-looking statements

This Announcement may contain certain "forward-looking statements" with respect to Altrad Bidco, Altrad, the Altrad Group, Cape and/or the Cape Group. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words or terms of similar meaning or the negative thereof. 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 the Altrad Group or the Cape Group and potential synergies resulting from the Acquisition; and (iii) the expected timing and scope of the Acquisition.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in, or implied by, such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. You 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 Altrad Bidco, Altrad, the Altrad Group, Cape and/or the Cape Group or any person acting on their behalf (respectively) are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Announcement. Altrad Bidco, Altrad, the Altrad Group, Cape and/or the Cape Group assume no obligation to update publicly or revise forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

No profit forecasts or estimates

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

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 pm (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm (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 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(s), 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 pm (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 Takeover 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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Information relating to Cape Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Cape Shareholders, persons with information rights and other relevant persons for the receipt of communications from Cape may be provided to Altrad during the Offer Period as required under Section 4 of Appendix 4 to the Code.

Publication on website

A copy of this Announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Altrad's website at http://www.altrad.com/gb/group-altrad-investors/recommended-offer-for-cape and on Cape's website at www.capeplc.com by no later than 12:00 noon on the Business Day following this Announcement. Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this Announcement, free of charge, by contacting BNP Paribas on +44 (0) 20 7595 2000 or Canaccord on +44 (0) 20 7523 8000. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, Cape confirms that, as at the close of business on 6 July 2017 (being the last Business Day prior to the date of this Announcement), it had 121,103,937 ordinary shares of 25 pence each in issue and admitted to trading on the Main Market for listed securities of the London Stock Exchange under ISIN reference JE00B5SJJD95 (and no ordinary shares held in treasury).

APPENDIX I

CONDITIONS AND FURTHER TERMS OF THE OFFER

PART 1

CONDITIONS OF THE OFFER

The Offer will be made on the terms and Conditions set out in this Appendix and to be set out in the Offer Document and the Form of Acceptance.

1. Conditions to the Offer

The Offer will be subject to the following Conditions:

Acceptance Condition

(a) valid acceptances being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) on the First Closing Date of the Offer (or such later time(s) and/or date(s) as Altrad Bidco may, with the consent of the Panel or in accordance with the Code, decide) in respect of Cape Shares which, together with all other Cape Shares acquired by Altrad Bidco (whether pursuant to the Offer or otherwise treated for the purposes of Article 117(8) of the Jersey Companies Law as having been acquired, or contracted to be acquired, by virtue of acceptances of the Offer), carry not less than 90 per cent. (or such lower percentage as Altrad Bidco may decide) in nominal value of the Cape Shares to which the Offer relates, provided that this Condition will not be satisfied unless Altrad Bidco and/or any of its wholly-owned subsidiaries shall have acquired, or agreed to acquire, pursuant to the Offer or otherwise treated for the purposes of Article 117(8) of the Jersey Companies Law as having been acquired, or contracted to be acquired, by virtue of acceptances of the Offer, Cape Shares carrying more than 50 per cent. of the voting rights then normally exercisable at a general meeting of Cape, including for this purpose (to the extent, if any, required by the Panel) any such voting rights attaching to any Cape Shares as are unconditionally allotted or issued before the Offer becomes, or is declared, unconditional as to acceptances whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise and for the purposes of this Condition:

(i) Cape Shares which have been unconditionally allotted but not issued before the Offer becomes, or is declared, unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights they will carry on issue;

(ii) Cape Shares (if any) that cease to be held in treasury before the Offer becomes, or is declared, unconditional as to acceptances are Cape Shares to which the Offer relates; and

(iii) valid acceptances shall be deemed to have been received in respect of Cape Shares which are treated for the purposes of Article 117(8) of the Jersey Companies Law as having been acquired, or contracted to be acquired, by Altrad Bidco and/or any other member of the Altrad Group by virtue of acceptances of the Offer,

and the phrase "shares to which the offer relates" shall, for the purposes of Part 18 of the Jersey Companies Law, be construed accordingly;

Merger Control Clearance

(b) in so far as the Offer falls within the scope of UK merger control under the Enterprise Act 2002, it being established, on terms reasonably satisfactory to Altrad Bidco (subject to its compliance with the further terms of the Offer set out in Part 2 of this Appendix I), that the CMA does not intend to make a CMA Phase 2 Reference of the Offer or of any matter arising from or relating to the Offer;

Other third party clearances

(c) other than in relation to the merger control approval referred to in paragraph (b) above and any merger control approval process conducted by a Merger Control Authority, no government or governmental, quasi-governmental, supranational, statutory, administrative or regulatory body or association, institution or agency (including any trade agency) or any court or other body (including any professional or environmental body) or person in any jurisdiction (each a "Relevant Authority") having decided to take, institute or threaten any action, proceeding, suit, investigation, enquiry or reference or enacted, made or proposed and there not continuing to be outstanding any statute, regulation, order or decision that would or might reasonably be expected to (in each case, to an extent which is material in the context of the Wider Altrad Group or the Wider Cape Group, taken as a whole, or in the context of the Offer):

(i) make the acquisition or the proposed acquisition of Cape Shares, or control or management of Cape by Altrad Bidco or any member of the Wider Altrad Group void, unenforceable or illegal in any jurisdiction or, directly or indirectly, prohibit or otherwise restrict, delay or interfere with the implementation of, or impose additional conditions or obligations with respect to, or otherwise challenge or require amendment to the terms of, the Offer or the proposed acquisition of any Cape Shares, or control or management of Cape by Altrad Bidco or any member of the Wider Altrad Group;

(ii) require, prevent or delay the divestiture (or alter the terms of any proposed divestiture) by the Wider Altrad Group or the Wider Cape Group of all or any part of their respective businesses, assets or properties, or impose any limitation on their ability to conduct all or any part of their respective businesses and to own, control or manage any of their respective assets or properties;

(iii) impose any limitation on, or result in any delay in, the ability of any member of the Wider Altrad Group to acquire or hold or to exercise effectively, directly or indirectly, all or any rights of ownership of shares or other securities (or the equivalent) in, or to exercise management control over, any member of the Wider Cape Group or on the ability of the Wider Cape Group to hold or exercise effectively, directly or indirectly, all or any rights of ownership of shares or other securities (or the equivalent) in, or to exercise management control over, any other member of the Wider Cape Group;

(iv) require any member of the Wider Altrad Group or of the Wider Cape Group to acquire or offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider Cape Group or any member of the Wider Altrad Group owned by a third party (other than in the implementation of the Acquisition);

(v) require the divestiture by any member of the Wider Altrad Group of any shares, securities or other interests in any member of the Wider Cape Group;

(vi) impose any limitation on, or result in any delay in, the ability of any member of the Wider Altrad Group or the Wider Cape Group to integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider Altrad Group and/or the Wider Cape Group;

(vii) result in any member of the Wider Altrad Group or the Wider Cape Group ceasing to be able to carry on business under any name under which it presently does so; or

(viii) save as Disclosed, otherwise adversely affect the business, assets, financial or trading position or profits or prospects of any member of the Wider Altrad Group or the Wider Cape Group,

and all applicable waiting and other time periods (including extensions thereof) during which any such Relevant Authority could decide to take, institute or threaten any such action, proceeding, suit, investigation, enquiry or reference having expired, lapsed or been terminated;

(d) other than in relation to the merger control approval referred to in paragraph (b) above and any merger control approval process conducted by a Merger Control Authority, all material filings, applications and/or notifications which are necessary or reasonably considered appropriate by Altrad Bidco having been made and all relevant waiting periods and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated and all applicable statutory or regulatory obligations in any jurisdiction having been complied with in each case in respect of the Offer and the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, Cape or any member of the Wider Cape Group by any member of the Wider Altrad Group or the carrying on by any member of the Wider Cape Group of its business;

(e) other than in relation to the merger control approval referred to in paragraph (b) above and any merger control approval process conducted by a Merger Control Authority, all material authorisations, orders, grants, recognitions, confirmations, licences, consents, clearances, permissions and approvals which are necessary or reasonably considered appropriate by Altrad Bidco in any jurisdiction for or in respect of the Acquisition and the proposed acquisition of Cape Shares, or control of Cape, by Altrad Bidco or any member of the Wider Altrad Group being obtained on terms and in a form reasonably satisfactory to Altrad Bidco from appropriate Relevant Authorities, or from any persons or bodies with whom any member of the Wider Altrad Group or the Wider Cape Group has entered into contractual arrangements or other business relationships, and such authorisations, orders, grants, recognitions, confirmations, licences, consents, clearances, permissions and approvals, together with all authorisations, orders, grants, recognitions, confirmations, licences, consents, clearances, permissions and approvals necessary or reasonably considered appropriate for any member of the Wider Cape Group to carry on its business, remaining in full force and effect and no intimation of any intention to revoke, suspend, restrict or modify or not to renew any of the same having been made and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;

(f) there being no temporary restraining order, preliminary or permanent injunction, preliminary or permanent enjoinment, or other order threatened or issued and being in effect by a court or other Relevant Authority which has the effect of making the Acquisition or any acquisition or proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider Cape Group by any member of the Wider Altrad Group or the implementation of either of them, void, voidable, illegal and/or unenforceable under the laws of any relevant jurisdiction or otherwise, directly, or indirectly, prohibiting, preventing, restraining, restricting, delaying or otherwise interfering with the consummation or the approval of the Acquisition or any matter arising from the proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider Cape Group by any member of the Wider Altrad Group;

Confirmation of absence of adverse circumstances

(g) save as Disclosed, there being no provision of any authorisation, agreement, arrangement, licence, permit, lease, franchise or other instrument to which any member of the Wider Cape Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject which, as a result of the Acquisition or the acquisition or proposed acquisition by Altrad Bidco or any member of the Wider Altrad Group of any Cape Shares, or change in the control or management of Cape or otherwise, would or might reasonably be expected to result in (in each case, to an extent which is material in the context of the Wider Cape Group, taken as a whole, or in the context of the Offer):

(i) any monies borrowed by or any other indebtedness (actual or contingent) of, or any grant available to, any member of the Wider Cape Group becoming repayable, or capable of being declared repayable, immediately or earlier than the stated maturity or repayment date or the ability of such member to borrow monies or incur any indebtedness being withdrawn or inhibited;

(ii) the rights, liabilities, obligations, interests or business of any member of the Wider Cape Group under any such authorisation, agreement, arrangement, licence, permit, lease, franchise or other instrument or the rights, liabilities, obligations, interests or business of any member of the Wider Cape Group in or with any other firm or company or body or person (or any agreement or arrangement relating to any such rights, liabilities, obligations, interests or business) being, or becoming capable of being, terminated or adversely modified or adversely affected or any onerous obligation or liability arising or any adverse action being taken or arising thereunder;

(iii) the creation or enforcement of any mortgage, charge or other security interest over the whole or any material part of the business, property or assets of any member of the Wider Cape Group or any such mortgage, charge or other security interest (whenever arising or having arisen) becoming enforceable;

(iv) any assets, property or interest of, or any asset the use of which is enjoyed by, any member of the Wider Cape Group being, or falling to be, disposed of by, or ceasing to be available to, any member of the Wider Cape Group or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider Cape Group;

(v) any member of the Wider Cape Group ceasing to be able to carry on business under any name under which it presently does so;

(vi) the financial or trading or regulatory position or prospects or the value of any member of the Wider Cape Group being materially prejudiced or materially adversely affected;

(vii) the creation, acceleration or assumption of any liabilities (actual, contingent or prospective) by any member of the Wider Cape Group;

(viii) any requirement on any member of the Wider Cape Group to acquire, subscribe, pay up or repay any shares or other securities (or the equivalent) in and/or any indebtedness of any member of the Wider Cape Group owned by any third party;

(ix) any material liability of any member of the Wider Cape Group to make any severance, termination, bonus or other payment to any of its directors or other officers; and

(x) no event having occurred which, under any provision of any such authorisation, agreement, arrangement, licence, permit, lease, franchise or other instrument to which any member of the Wider Cape Group is a party or by or to which any such member or any of its assets may be bound or be subject, could result in any of the events or circumstances as are referred to in this paragraph (g);

No material transactions, claims or changes in the conduct of the business of Cape:

(h) save as Disclosed, no member of the Wider Cape Group has since 31 December 2016:

(i) issued, agreed to issue, authorised or proposed the issue of, additional shares of any class, or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible or exchangeable securities or transferred or sold (or agreed to transfer or sell) any shares out of treasury (except, where relevant, as between Cape and its wholly-owned subsidiaries or between its wholly-owned subsidiaries and except in connection with the ongoing operation of the Cape Share Scheme (in accordance with its terms));

(ii) recommended, declared, paid or made or proposed or resolved to recommend, declare, pay or make any bonus issue, dividend or other distribution, whether payable in cash or otherwise, other than a distribution to Cape or one of its wholly-owned subsidiaries and/or to relevant joint venture partners;

(iii) other than pursuant to the Offer, implemented or authorised any merger or demerger or (except for transactions between Cape and its wholly-owned subsidiaries, or between its wholly-owned subsidiaries or transactions in the ordinary course of business) acquired or disposed of or transferred, mortgaged or charged, or created any other security interest over, any asset or any right, title or interest in any asset or authorised, proposed or announced any intention to do so (in each case, to an extent which is material in the context of the Wider Cape Group, taken as a whole, or in the context of the Offer);

(iv) (except for transactions between Cape and its wholly-owned subsidiaries or joint venture partners, or between its wholly-owned subsidiaries and joint venture partners or transactions in the ordinary course of business), entered into, or authorised, proposed or announced the entry into, any joint venture, asset or profit-sharing arrangement, partnership or, other than pursuant to the Offer, merger of businesses or corporate entities;

(v) (except for transactions between Cape and its wholly-owned subsidiaries, or between its wholly-owned subsidiaries or transactions in the ordinary course of business), implemented or authorised any reconstruction, amalgamation, scheme or other transaction or arrangement with a substantially equivalent effect;

(vi) (except for transactions between Cape and its wholly-owned subsidiaries, or between its wholly-owned subsidiaries or transactions in the ordinary course of business) purchased, redeemed or repaid any of its own shares or other securities or reduced or made or authorised any other change in its share capital;

(vii) (except for transactions between Cape and its wholly-owned subsidiaries or between its wholly-owned subsidiaries) made or authorised any change in its loan capital or issued or authorised the issue of any debentures or incurred or increased any indebtedness or contingent liability (in each case, to an extent which is material in the context of the Wider Cape Group, taken as a whole, or in the context of the Offer);

(viii) entered into, varied or terminated, or authorised the entry into, variation or termination of, any contract, commitment or arrangement (whether in respect of capital expenditure, real estate or otherwise) which is outside the ordinary course of business or which is of a long term, onerous or unusual nature or magnitude or which involves, or might reasonably be expected to involve, an obligation of a nature or magnitude which is restrictive on the business of any member of the Wider Cape Group (in each case, to an extent which is material in the context of the Wider Cape Group, taken as a whole, or in the context of the Offer);

(ix) been unable or deemed unable, or admitted in writing that it is unable, to pay its debts as they fall due or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(x) commenced negotiations with any of its creditors or taken any step with a view to rescheduling or restructuring any of its indebtedness or entered into a composition, compromise, assignment or arrangement with any of its creditors whether by way of a voluntary arrangement, scheme of arrangement, deed of compromise or otherwise;

(xi) (other than in respect of a subsidiary of Cape which is dormant and solvent at the relevant time) taken any corporate action or had any legal proceedings started, served or threatened against it or any documents filed in court for its winding-up (voluntary or otherwise), dissolution or reorganisation (or for any analogous proceedings or steps in any jurisdiction) or for the appointment of a liquidator, provisional liquidator, receiver, administrator, administrative receiver, trustee or similar officer (or for the appointment of any analogous person in any jurisdiction) of all or any of its assets and revenues or had notice given of the intention to appoint any of the foregoing to it;

(xii) except in the ordinary course of business, waived, compromised, settled, abandoned or admitted any dispute, claim or counter-claim whether made or potential and whether by or against any member of the Wider Cape Group (in each case, to an extent which is material in the context of the Wider Cape Group, taken as a whole, or in the context of the Offer);

(xiii) made any material alteration or amendment to its constitutional documents;

(xiv) entered into, or varied (in the case of senior executives, materially) the terms of, or terminated or given notice of termination of, any service agreement or arrangement with any director or senior executive of the Wider Cape Group;

(xv) proposed, agreed to provide, or agreed to modify the terms of, any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Wider Cape Group, other than in accordance with the terms of the Offer;

(xvi) made or consented to any material change to the terms of the trust deeds constituting the pension scheme(s) established for its directors and/or employees and/or their dependants or to the benefits which accrue, or to the pensions which are payable thereunder, or to the basis on which qualification for or accrual or entitlement to such benefits or pensions are calculated or determined, or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to, any change to the trustees, other than in accordance with applicable law;

(xvii) save as between Cape and its wholly-owned subsidiaries, granted any material lease in respect of any of the leasehold or freehold property owned or occupied by it or transferred or otherwise disposed of any such property; or

(xviii) entered into any contract, commitment or arrangement or passed any resolution or made any offer (which remains open for acceptance) with respect to, or proposed or announced any intention to effect or propose, any of the transactions, matters or events referred to in this paragraph (h);

(i) save as Disclosed, since 31 December 2016:

(i) no adverse change or deterioration having occurred and no events, matters or circumstances having arisen which would or might reasonably be expected to result in any adverse change or deterioration in the business, assets, financial, trading or regulatory position or profits or prospects or operational performance or legal or regulatory position of any member of the Wider Cape Group (in each case, to an extent which is material in the context of the Wider Cape Group, taken as a whole or in the context of the Offer); and

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings in any jurisdiction having been threatened, announced, instituted or remaining outstanding by, against or in respect of any member of the Wider Cape Group or to which any member of the Wider Cape Group is a party (whether as claimant or defendant or otherwise) and no investigation by any Relevant Authority or other investigative body against or in respect of any member of the Wider Cape Group having been threatened, announced, instituted or remaining outstanding by, against or in respect of any member of the Wider Cape Group (in each case, to an extent which is material in the context of the Wider Cape Group taken as a whole or in the context of the Offer);

(j) save as Disclosed, no contingent or other liability having arisen outside the ordinary course of business which would or might reasonably be expected to adversely affect Cape to an extent which is material in the context of the Wider Cape Group taken as a whole or in the context of the Offer; and

(k) save as Disclosed, Altrad Bidco not having discovered:

(i) that any financial, business or other information concerning any member of the Wider Cape Group publicly disclosed prior to the date of this Announcement at any time by any member of the Wider Cape Group is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading and which was not subsequently corrected before the date of this Announcement by disclosure by, or on behalf of, the Wider Cape Group through the publication of an announcement via a Regulatory Information Service;

(ii) that any member of the Wider Cape Group is subject to any liability, actual, contingent, prospective or otherwise, other than in the ordinary course of business (in each case, to an extent which is material in the context of the Wider Cape Group, taken as a whole, or in the context of the Offer); or

(iii) any information which materially adversely affects the import of any information Disclosed at any time;

(l) save as Disclosed, Altrad Bidco not having discovered that:

(i) any past or present member of the Wider Cape Group has not complied with any applicable legislation or regulations, notices or other requirements of any jurisdiction or Relevant Authority with regard to environmental matters or the health and safety of any person, or that there has otherwise been any breach of environmental or health and safety law or that there is any environmental condition which, in any case, would be likely to give rise to any liability (whether actual, contingent or prospective) or cost on the part of any member of the Wider Cape Group (in each case, to an extent which is material in the context of the Wider Cape Group, taken as a whole, or in the context of the Offer); or

(ii) there is, or is likely to be, any liability, whether actual, contingent or prospective, to make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any past or present member of the Wider Cape Group or any controlled waters under any environmental law or which has or could result in the closure of any property required by any member of the Wider Cape Group (in each case, to an extent which is material in the context of the Wider Cape Group, taken as a whole, or in the context of the Offer); and

(m) no circumstance having arisen or event having occurred in relation to any intellectual property owned or used by any member of the Wider Cape Group (in each case, to an extent which is material in the context of the Wider Cape Group, taken as a whole, or in the context of the Offer), including:

(i) any member of the Wider Cape Group losing its title to any of its intellectual property, or any intellectual property owned by the Wider Cape Group being revoked, cancelled or declared invalid;

(ii) any claim being asserted or threatened by any person challenging the ownership of any member of the Wider Cape Group to, or the validity or effectiveness of, any of its intellectual property; or

(iii) any agreement regarding the use of any intellectual property licensed to or by any member of the Wider Cape Group being terminated or varied.

PART 2

CERTAIN FURTHER TERMS OF THE OFFER

Altrad Bidco reserves the right (subject to the requirements of the Code and the Panel) to waive, in whole or in part, all or any of the Conditions in paragraphs (c) to (m) (inclusive) of Part 1, in whole or in part, at its absolute discretion.

Altrad Bidco shall be under no obligation to waive or treat as fulfilled any of the Conditions in paragraphs (c) to (m) (inclusive) of Part 1 by a date earlier than the latest date specified below for the fulfilment of them notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

At such time as the Conditions in paragraphs (a) and (b) of Part 1 have been satisfied, Altrad Bidco will declare the Offer unconditional in all respects unless it has at that time notified the Panel and Cape of some fact or circumstance which entitles (or might reasonably be expected with further investigation to entitle) it to declare the Offer to have lapsed in reliance on some other Condition.

The Offer will lapse unless all Conditions to the Offer are fulfilled or (if capable of waiver) waived or, where appropriate, determined by Altrad Bidco to have been, or remain, satisfied by midnight (London time) on the date which is 21 days after the later of the First Closing Date and the date on which the Offer becomes, or is declared, unconditional as to acceptances (or such later date (if any) as Altrad Bidco may, with the consent of the Panel or in accordance with the Code, decide).

The Offer will lapse (unless otherwise agreed with the Panel) if:

· in so far as the Acquisition or any matter arising from or relating to the Offer or the Acquisition constitutes a concentration with a Community dimension within the scope of the Regulation, the European Commission either initiates proceedings under Article 6(1)(c) of the Regulation or makes a referral to a competent authority of the United Kingdom under Article 9(1) of the Regulation and there is then a CMA Phase 2 Reference; or

· in so far as the Acquisition or any matter arising from the Offer or the Acquisition does not constitute a concentration with a Community dimension within the scope of the Regulation, the Offer or the Acquisition or any matter arising from or relating to the Acquisition becomes subject to a CMA Phase 2 Reference,

in each case, before the later of 1.00 p.m. on the First Closing Date and the date on which the Offer becomes, or is declared, unconditional as to acceptances. If the Offer does so lapse, not only will the Offer cease to be capable of further acceptance but also Cape Shareholders and Altrad Bidco will thereafter cease to be bound by prior acceptances.

With respect to the Merger Control Condition, Altrad Bidco shall use its reasonable endeavours to procure that the Merger Control Clearance is obtained as soon as is reasonably practicable after the date of this Announcement. Such reasonable endeavours will include, but are not limited to, proposing, negotiating, offering and agreeing with the CMA at the earliest appropriate opportunity (and, in any event, before the applicable deadline set out in section 73A of the Enterprise Act 2002) undertakings in lieu of a reference under section 33 of the Enterprise Act 2002 to effect (and if such offer is accepted, undertaking to effect), by agreement or otherwise, the sale, divestiture, licensing or disposition of any necessary assets or businesses of the Altrad Group or the Cape Group, provided that Altrad Bidco shall not be obliged to propose, negotiate, offer and/or agree with the CMA the sale, divestiture, licensing or disposition of any assets or business of the Altrad Group or the Cape Group with annual turnover of in excess of £50 million in the previous financial year.

Altrad Bidco reserves the right, with the prior consent of the Panel, for any other member of the Altrad Group from time to time to implement the Acquisition.

If Altrad Bidco is required by the Panel to make a mandatory offer for Cape Shares under Rule 9 of the Code, Altrad Bidco may make such alterations to the above Conditions as are necessary to comply with the provisions of that Rule.

If after the date of this Announcement but prior to the Offer becoming, or being declared, unconditional in all respects any dividend, other distribution or return of capital is made or paid or becomes payable by Cape, Altrad Bidco reserves the right (without prejudice to any right of Altrad Bidco, with the consent of the Panel, to invoke the Condition in paragraph (h)(ii) above) to reduce the consideration payable under the terms of the Offer by the aggregate amount of such dividend, distribution or other return of capital and, accordingly, to reduce the Offer Price although, in such circumstances, Cape Shareholders would be entitled to retain any such dividend, distribution or return of capital made or paid. Furthermore, Altrad Bidco reserves the right to reduce the consideration payable under the Offer in respect of a Cape Share in such circumstances as are, and by such amount as is, permitted by the Panel.

If any such dividend, distribution or other return of capital occurs, any reference in this Announcement to the consideration payable or the Offer Price shall be deemed to be a reference to the consideration or Offer Price as so reduced. If such reduction occurs, notwithstanding the terms on which the Cape Shares are expressed to be acquired by Altrad Bidco pursuant to the Offer in this Appendix I, the Cape Shares shall be acquired by or on behalf of Altrad Bidco pursuant to the Offer together with all rights now and hereafter attaching to such Cape Shares including, without limitation, voting rights and the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this Announcement.

To the extent that such a dividend, distribution or return of capital has been declared, paid, made or is payable and it is: (i) transferred pursuant to the Offer on a basis which entitles Altrad Bidco to receive the dividend, distribution or other return of capital and to retain it; or (ii) cancelled, the Offer Price will not be subject to change in accordance with the preceding paragraphs.

Any exercise by Altrad Bidco of its rights referred to in the preceding paragraphs shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Offer.

Under Rule 13.5 of the Code, Altrad Bidco may not invoke a Condition so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances that give rise to the right to invoke the Condition are of material significance to Altrad Bidco in the context of the Offer. The Conditions contained in paragraphs (a) and (b) of Part 1 are not subject to this provision of the Code.

Altrad Bidco reserves the right, subject to the prior consent of Cape and the Panel, to implement the Offer by way of a Scheme. In such event, the Offer will be implemented on the same terms, so far as applicable, as those which would apply under a takeover offer within the meaning given to that term in Part 18 of the Jersey Companies Law, subject to appropriate amendments to reflect the change in method of effecting the Offer.

Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

The Offer will be governed by the laws of England and Wales and will be subject to the jurisdiction of the Courts of England and Wales and to the Conditions and further terms set out in this Announcement and to be set out in the Offer Document. The Offer will be subject to the applicable requirements of the Panel, the UK Listing Authority, the CMA, FSMA, the London Stock Exchange and the Code. This Announcement does not constitute, or form part of, an offer or invitation to purchase Cape Shares or any other securities.

The ability to effect the Offer in respect of persons resident in certain jurisdictions may be affected by the laws of those jurisdictions. Before taking any action in relation to the Offer, holders of Cape Shares should inform themselves about and observe any applicable requirements.

Unless otherwise determined by Altrad Bidco or required by the Code and permitted by applicable law and regulation:

• the Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or other forms of electronic transmission) of interstate or foreign commerce of, or by any facility of a national state or other securities exchange of any Restricted Jurisdiction and no person may vote using any such use, means, instrumentality or facility or from within any Restricted Jurisdiction; and

• this Announcement should not be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction.

APPENDIX II

GENERAL SOURCES OF INFORMATION AND BASES OF CALCULATION

In this Announcement, unless otherwise stated, or the context otherwise requires, the following bases and sources have been used:

1. Unless otherwise stated, the financial information relating to Altrad is extracted (without material adjustment) from the audited consolidated financial statements of Altrad for the relevant financial years, prepared in accordance with IFRS.

2. Unless otherwise stated, the financial information relating to Cape is extracted (without material adjustment) from the audited consolidated financial statements of Cape for the relevant financial years, prepared in accordance with IFRS.

3. References to the existing issued share capital of Cape are to the number of Cape Shares in issue as at 6 July 2017 (being the last Business Day prior to the date of this Announcement) which was 121,103,937 Cape Shares (including 447,821 Cape Shares held by the trustee of the Cape EBT). The international securities identification number for the Cape Shares is JE00B5SJJD95.

4. References to the fully diluted share capital of Cape are to 125,408,966 Cape Shares based on:

4.1 the number of existing Cape Shares set out in paragraph 3 of this Appendix II above; plus

4.2 a maximum of 4,752,850 Cape Shares to be issued to satisfy outstanding Options; less

4.3 447,821 Cape Shares which are held by the trustee of the Cape EBT.

5. Volume-weighted average prices have been derived from Bloomberg and have been rounded to the nearest single decimal place.

6. Unless otherwise stated, all prices and closing prices for Cape Shares are closing middle market quotations derived from the London Stock Exchange Daily Official List (SEDOL).

APPENDIX III

DETAILS OF IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT

Altrad and Altrad Bidco have received irrevocable undertakings and letters of intent from the following holders or controllers of Cape Shares to accept, or procure the acceptance of, the Offer (or, if (with the consent of Cape and the Panel) Altrad Bidco exercises its right to implement the Offer by way of a Scheme, vote, or procure votes, in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting) in respect of 22,096,446 Cape Shares, in aggregate, representing approximately 18.2 per cent. of the existing issued share capital of Cape as at 6 July 2017 (being the last Business Day prior to the date of this Announcement), comprised as follows:

Irrevocable undertakings

Cape Directors (and certain of their immediate family members)

Each of the Cape Directors listed above has irrevocably undertaken to Altrad Bidco that he will accept, or procure acceptances of, the Offer in respect of all the Cape Shares held by him or members of his immediate family, related trusts or nominee(s)) (together with any Cape Shares issued after the date of the undertaking and attributable to, or derived from, such shares) or, if (with the consent of Cape and the Panel) Altrad Bidco exercises its right to implement the Offer by way of a Scheme, that he will exercise or, where applicable, procure the exercise of, all votes (whether on a show of hands or a poll and whether in person or by proxy) in relation to the Cape Shares held by him or members of his immediate family, related trusts or nominee(s) (together with any Cape Shares issued after the date of the undertaking and attributable to, or derived from, such shares) at the Court Meeting and the General Meeting (in each case, including any adjournment thereof) in favour of the Scheme and the Resolutions, respectively.

These irrevocable commitments extend to any Cape Shares arising from the exercise of Options granted under the Cape Share Scheme.

The irrevocable undertakings from the Cape Directors will only lapse and cease to be binding if:

· the Offer Document is not despatched to Cape Shareholders within 28 days (or such longer period as Altrad Bidco and Cape may agree with the consent of the Panel) after the date of this Announcement;

· in the event that the Acquisition is implemented by way of the Scheme, the Scheme Document is not despatched to Cape Shareholders within 28 days of the issue of the press announcement announcing the change in structure (or such other date for despatching the Scheme Document as the Panel may require);

· Altrad Bidco announces, with the consent of the Panel, that it does not intend to proceed with the Acquisition and no new, revised or replacement acquisition is announced by it in accordance with Rule 2.7 of the Code at the same time; or

· the Offer or Scheme lapses or is withdrawn and no new, revised or replacement acquisition is announced by Altrad Bidco in accordance with Rule 2.7 of the Code at the same time.

Artemis Investment Management LLP

Artemis Investment Management LLP ("Artemis") has irrevocably undertaken to Altrad that it will accept, or procure acceptances of, the Offer in respect of 8,289,978 Cape Shares or, if (with the consent of Cape and the Panel) Altrad Bidco exercises its right to implement the Offer by way of a Scheme, that it will exercise or, where applicable, procure the exercise of, all votes (whether on a show of hands or a poll and whether in person or by proxy) in relation to such Cape Shares at the Court Meeting and the General Meeting (in each case, including any adjournment thereof) in favour of the Scheme and the Resolutions, respectively.

The irrevocable undertaking will only lapse and cease to be binding if:

· the Offer Document is not published within 28 days (or such longer period as Altrad Bidco and Cape may agree with the consent of the Panel) after the date of this Announcement;

· the Offer lapses or is withdrawn in accordance with its terms without becoming unconditional in all respects and no public announcement has been made by Altrad Bidco in relation to electing (having received the Panel's consent) to implement the Acquisition by way of a Scheme;

· where the Acquisition is to be implemented by way of a Scheme and the Scheme lapses or is withdrawn or the Scheme has not become effective by 5:00 p.m. on the Long Stop Date (as such term is defined in the Scheme Document) or such later time or date as is agreed between Altrad Bidco and Cape and no public announcement has been made by Altrad Bidco in relation to a new, revised or replacement scheme of arrangement to effect the Acquisition or electing (having received the Panel's consent) to implement the Acquisition by way of takeover offer;

· Artemis is required to withdraw it by any court of competent jurisdiction or a competent regulator; or

· a third party announces a firm intention to make an offer to acquire the entire issued and to be issued share capital of Cape at a value which in Artemis' reasonable opinion is not less than 10 per cent. greater than the value per Cape Share offered pursuant to the Offer.

Letters of intent

Altrad has received non-binding letters of intent to accept, or procure the acceptance of, the Offer (or, if (with the consent of Cape and the Panel) Altrad Bidco exercises its right to implement the Offer by way of a Scheme, vote, or procure votes, in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting) from each of Schroder Investment Management Limited and Henderson Global Investors Limited in respect of 13,513,346 Cape Shares, in aggregate, representing approximately 11.2 per cent. of the Cape Shares in issue on 6 July 2017 (being the last Business Day prior to the date of this Announcement).

APPENDIX IV

DEFINITIONS

The following definitions apply throughout this Announcement, unless the context otherwise requires:

For the purposes of this Announcement:

a) "subsidiary", "subsidiary undertaking" and "undertaking" have the meanings given by the Companies Act 2006 and "associated undertaking" has the meaning given to it by paragraph 19 of Schedule 6 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, other than paragraph 1(b) thereof which shall be excluded for this purpose;

b) references to time are to London time unless otherwise stated;

c) references to a gender include the other genders;

d) references to an enactment include references to that enactment as amended, replaced, consolidated or re-enacted by or under any other enactment before or after the date of this Announcement;

e) all references to statutory provision or law or to any order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom;

f) references to any English legal term shall in respect of any jurisdiction other than England or in respect of any member of the Altrad Group or the Cape Group which is incorporated or operating in a jurisdiction other than England be deemed to include what most nearly approximates in that jurisdiction to the English legal term;

g) references to any Jersey legal term shall in respect of any jurisdiction other than Jersey or in respect of any member of the Altrad Group or the Cape Group which is incorporated or operating in a jurisdiction other than Jersey be deemed to include what most nearly approximates in that jurisdiction to the Jersey legal term;

h) references to "pounds", "pounds sterling", "Sterling", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom; and

i) references to "euros", "Euros" and "€" are to the single European currency unit referred to in Council Regulation (EC) No. 974/98 of 3 May 1998 on the introduction of the Euro.