Rule 2.9 Announcement

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

FOR IMMEDIATE RELEASE

3 November 2022

RECOMMENDED CASH OFFER

for

HomeServe plc ("HomeServe")

by

Hestia Bidco Limited ("Bidco")

an indirect subsidiary of funds advised or managed by affiliates of Brookfield Infrastructure

to be effected by means of a scheme of arrangement

under Part 26 of the UK Companies Act 2006

DISCLOSURE UNDER RULE 2.10 OF THE TAKEOVER CODE

On 19 May 2022 the boards of HomeServe and Bidco made an announcement that they had reached agreement on the terms of a recommended cash offer for the entire issued and to be issued share capital of HomeServe (the "Acquisition"), intended to be implemented by way of a court sanctioned scheme of arrangement under the Companies Act 2006 (the "Scheme"). A circular in relation to the Acquisition was published by HomeServe on 16 June 2022 (the "Scheme Document") and the requisite approvals were obtained at the Court Meeting and General Meeting on 22 July 2022.

As set out in Part I and Part VIII of the Scheme Document, Bidco had received irrevocable undertakings to vote in favour of the resolutions relating to the Scheme from, amongst others, Katherine Harpin. The irrevocable undertaking given by Katherine Harpin related to 16,023,620 HomeServe Shares representing, in aggregate, approximately 4.76 per cent. of HomeServe's issued share capital as at close of business on 13 June 2022, being the latest practicable date before publication of the Scheme Document (the "Katherine Harpin Irrevocable Undertaking"). 

On 2 November 2022, Katherine Harpin informed HomeServe that, with the necessary consent of Bidco, she had transferred to The Seedkeep Foundation, in aggregate, 833,333 HomeServe Shares (the "Transferred Shares") which were HomeServe Shares that were subject to the Katherine Harpin Irrevocable Undertaking. The Seedkeep Foundation is a charitable foundation founded by Katherine Harpin.

As a result, following completion of the sale of the Transferred Shares:

· the total number of HomeServe Shares which are subject to the Katherine Harpin Irrevocable Undertaking has reduced to 15,190,287 HomeServe Shares, representing approximately 4.51 per cent. of the issued share capital of HomeServe as at 2 November 2022 being the Business Day prior to this Announcement;

· Bidco has received an irrevocable undertaking from The Seedkeep Foundation in respect of a total of 833,333 HomeServe Shares representing, in aggregate, approximately 0.25 per cent. of HomeServe's issued share capital ("The Seedkeep Foundation Irrevocable Undertaking"). The irrevocable undertaking provided by The Seedkeep Foundation shall remain binding in the event a higher competing offer is made for HomeServe but shall terminate and be of no further force and effect:

o  If Bidco announces, with the consent of the Panel, that it does not intend to proceed with the Acquisition and no new, revised or replacement scheme of arrangement (or Takeover Offer) is announced by Bidco in accordance with Rule 2.7 of the Code;

o  on the earlier of: (i) the Longstop Date; or (ii) the date on which the Scheme is withdrawn or lapses in accordance with its terms and no new, revised or replacement scheme of arrangement (or Takeover Offer) is announced by Bidco in accordance with Rule 2.7 of the Takeover Code; or

o  any competing offer for the issued and to be issued ordinary share capital of HomeServe is made which becomes or is declared unconditional (if implemented by way of a Takeover Offer) or otherwise becomes effective (if implemented by way of a scheme of arrangement); and

· the total number of HomeServe Shares which are subject to irrevocable undertakings is 42,964,988 HomeServe Shares, representing approximately 12.76 per cent. of the issued share capital of HomeServe as at 2 November 2022 being the Business Day prior to this Announcement.

A copy of The Seedkeep Foundation Irrevocable is available on HomeServe's website at www.HomeServeplc.com/investors/offer-for-HomeServe-plc and will remain on display until the end of the Offer Period.

Unless otherwise defined in this Announcement, capitalised words and phrases used in this announcement shall have the same meanings given to them in the Scheme Document.

Enquiries:

BofA Securities is also acting as financial adviser to Bidco.

Disclaimers

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

UBS AG London Branch ("UBS" or "UBS Investment Bank") is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority in the United Kingdom. UBS is acting as financial adviser and corporate broker to HomeServe and no one else in connection with the matters set out in this Announcement. In connection with such matters, UBS, its affiliates, and its or their respective directors, officers, employees and agents will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement or any other matter referred to herein.

Goldman Sachs International ("Goldman Sachs"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for HomeServe and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than HomeServe for providing the protections afforded to clients of Goldman Sachs or for providing advice in connection with the matters referred to in this Announcement. Neither Goldman Sachs nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Goldman Sachs in connection with the matters referred to in this Announcement.

In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, each of J.P. Morgan Cazenove, UBS and Goldman Sachs and their respective affiliates will continue to act as exempt principal trader in HomeServe securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

Deutsche Bank AG is a joint stock corporation incorporated with limited liability in the Federal Republic of Germany, with its head office in Frankfurt am Main where it is registered in the Commercial Register of the District Court under number HRB 30 000. Deutsche Bank AG is authorised under German banking law. The London branch of Deutsche Bank AG is registered in the register of companies for England and Wales (registration number BR000005) with its registered address and principal place of business at Winchester House, 1 Great Winchester Street, London EC2N 2DB. Deutsche Bank AG is authorised and regulated by the European Central Bank and the German Federal Financial Supervisory Authority (BaFin). With respect to activities undertaken in the UK, Deutsche Bank AG is authorised by the Prudential Regulation Authority with deemed variation of permission. It is subject to regulation by the FCA and limited regulation by the Prudential Regulation Authority. Details about the Temporary Permissions Regime, which allows EEA-based firms to operate in the UK for a limited period while seeking full authorisation, are available on the FCA's website. Deutsche Bank AG, London Branch ("Deutsche Bank") is acting exclusively as financial adviser to Bidco and no one else in connection with the matters described in this Announcement and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of Deutsche Bank nor for providing advice in connection with the subject matter of this Announcement or any other matter referred to in this Announcement.

Merrill Lynch International ("BofA Securities"), a subsidiary of Bank of America Corporation, which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Bidco in connection with the matters set out in this Announcement and for no one else and will not be responsible to anyone other than Bidco for providing the protections afforded to its clients or for providing advice in relation to the subject matter of this Announcement or any other matters referred to in this Announcement. Neither BofA Securities, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of BofA Securities in connection with this Announcement, any statement contained herein or otherwise.

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

Publication on a website

This Announcement, shall be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on HomeServe and Bidco's websites at www.HomeServeplc.com/investors/offer-for-HomeServe-plc and www.hestia-offer.com respectively. For the avoidance of doubt, the content of these websites is not incorporated into and do not form part of this Announcement.

Right to request hard copies

In accordance with Rule 30.3 of the Takeover Code, HomeServe Shareholders, persons with information rights and participants in the HomeServe Share Plans may request a hard copy of this Announcement , free of charge, by contacting HomeServe's Registrar, Computershare, either in writing to The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, or by calling the Shareholder Helpline on 0370 707 1053 from the United Kingdom or +44 370 707 1053 from overseas, stating their name and the address to which the hard copy should be sent. For persons who have elected to receive documents in electronic form or via a website notification, a hard copy of any such information will not be sent to you unless you so request it. You may also request that all future documents, announcements and information sent to you in relation to the Acquisition should be in hard copy form.

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