Cobham : Results of Court Meeting and General Meeting

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

16 September 2019

RECOMMENDED CASH ACQUISITION

of

Cobham plc

by

AI CONVOY Bidco Limited
an indirect subsidiary of funds managed by
Advent International Corporation

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

Results of Court Meeting and General Meeting held on 16 September 2019

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

A circular relating to the Scheme (the Scheme Document) was sent to Cobham shareholders on 21 August 2019 and is available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Cobham's website at www.cobhaminvestors.com. Capitalised terms used this announcement, unless otherwise defined, have the meanings given to them in the Scheme Document.

Cobham is pleased to announce that at the Court Meeting and the General Meeting held earlier today in connection with the Scheme all resolutions proposed (details of which are set out in the notices of the Meetings contained in Parts Eight and Nine of the Scheme Document) were passed by the requisite majorities and, accordingly, the Scheme was approved.

At the Court Meeting, a majority in number of the Scheme Shareholders who voted (either in person or by proxy), representing not less than 75 per cent. in value of the Scheme Shares held by those Scheme Shareholders, approved the Scheme.

At the General Meeting, Cobham shareholders passed special resolutions to, among other things, amend Cobham's articles of association in connection with the Scheme, authorise the Cobham Directors to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect and, subject to and conditional on the Scheme becoming effective, re-register Cobham as a private limited company.

At the Voting Record Time, excluding Cobham Shares held in treasury, Cobham had 2,391,009,391 Cobham Shares in issue, with a nominal value of 2.5p each, and 19,700 Cobham Preference Shares in issue, with a nominal value of £1 each.

Voting results of the Court Meeting

The table below sets out the results of the vote, taken on a poll, at the Court Meeting. Each Scheme Shareholder, present in person or by proxy, was entitled to one vote per Scheme Share held at the Voting Record Time. Therefore, in respect of the Court Meeting, the total number of voting rights in Cobham as at the Voting Record Time was 2,391,009,391.

	Number of Scheme Shares voted	Percentage of Scheme Shares voted	Number of Scheme Shareholders who voted	Percentage of Scheme Shareholders who voted	Number of Scheme Shares voted as a percentage of issued share capital entitled to vote on the Scheme1
FOR	1,750,254,687	93.22%	775	63.42%	73.20%
AGAINST	127,256,292	6.78%	447	36.58%	5.32%
TOTAL	1,877,510,979	100.00%	1,222	100.00%	78.52%

¹ Excluding Cobham Shares held in treasury

Voting results of the General Meeting

The table below sets out the results of votes, each taken on a poll, at the General Meeting. Each holder of Cobham Shares or Cobham Preference Shares, present in person or by proxy, was entitled to one vote for every £1 in nominal value of shares held at the Voting Record Time. Therefore, in respect of the General Meeting, the total number of voting rights in Cobham as at the Voting Record Time was 59,794,935.

	FOR		AGAINST		TOTAL	WITHHELD2
Resolution	No. of votes	% of votes	No. of votes	% of votes	No. of votes	No. of votes
Scheme Resolution	43,720,756	93.22%	3,178,978	6.78%	46,899,734	13,325
Re-registration Resolution	43,715,905	93.24%	3,168,679	6.76%	46,884,584	28,393

² A vote withheld is not a vote in law and, accordingly, is not counted in the calculation of the proportion of votes 'For' or 'Against' each resolution.

Timetable and Scheme Effective Date

The outcome of today's Court Meeting and General Meeting means that Conditions 1.1 and 1.2 (as set out in Part A of Part Three of the Scheme Document) have been satisfied.

The Scheme remains subject to the sanction by the Court at the Court Hearing and the satisfaction (or, where applicable, waiver) of the other Conditions to the Scheme and the Acquisition (as set out in Part A of Part Three of the Scheme Document). Cobham will give adequate notice of the date and time of the Court Hearing, once known, by issuing an announcement through a Regulatory Information Service. The Court Hearing is expected to be held before the end of 2019.

The expected timetable of principal events for the implementation of the Scheme remains as set out on page 11 of the Scheme Document.

A copy of Cobham's amended articles of association is available on Cobham's website at www.cobhaminvestors.com. A copy of the Resolutions passed at the General Meeting will be submitted to the FCA and will shortly be available for inspection on the National Storage Mechanism at www.morningstar.co.uk/uk/NSM.

Enquiries:

Cobham
David Lockwood, Chief Executive Officer David Mellors, Chief Financial Officer Julian Wais, Director of Investor Relations	[phone]
MHP Communications (Financial PR Adviser to Cobham)
Reg Hoare Tim Rowntree Nessyah Hart	[phone] [e-mail]
BofA Merrill Lynch (Financial Adviser and Corporate Broker to Cobham)
Peter Luck Geoff Iles Joshua Maguire	[phone]
J.P. Morgan Cazenove (Financial Adviser and Corporate Broker to Cobham)
Edmund Byers Richard Perelman Kirshlen Moodley	[phone]
Rothschild & Co (Financial Adviser to Cobham)
Ravi Gupta Sabina Pennings David Morrison	[phone]

Important notices

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

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

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

Further information

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

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

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

Overseas Shareholders

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

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

Copies of this announcement, the Scheme Document and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction, and persons receiving this announcement, the Scheme Document and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

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

Notice to US investors

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

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

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

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

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

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

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

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

Notice to shareholders in Hong Kong

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

Notice to shareholders in Switzerland

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

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

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

Forward-looking statements

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

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

No profit forecasts or estimates

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

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.

Publication on website

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