Cobham : Court sanction of the Scheme

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

15 January 2020

RECOMMENDED CASH ACQUISITION

of

Cobham plc (Cobham)

by

AI Convoy Bidco Limited (Bidco)
an indirect subsidiary of funds managed by Advent International Corporation

Court sanction of the Scheme

On 25 July 2019 the boards of Bidco and Cobham 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). The Acquisition is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the Scheme) which was contained in a document sent to the ordinary shareholders of Cobham on 21 August 2019 (the Scheme Document)

On 16 September 2019, the Scheme was approved by the Scheme Shareholders at the Court Meeting and the special resolution to implement the Scheme was passed by the Cobham shareholders at the General Meeting. On 20 December 2019, Cobham announced that Bidco had received the requisite approvals needed to complete the Acquisition from the UK Secretary of State for Business, Energy and Industrial Strategy and relevant regulators in the EU, US, France, Australia and Finland. In that announcement, Cobham also set out an expected timetable of the remaining principal events with respect to the Acquisition.

Cobham and Bidco are pleased to announce that the High Court of Justice in England and Wales has today made an order sanctioning the Scheme under section 899 of the Companies Act.

The Scheme will become effective upon the delivery of a copy of the Court Order to the Registrar of Companies, which is expected to occur on 17 January 2020.

Except as otherwise defined herein, capitalised terms used but not defined in this announcement have the same meanings as given to them in the Scheme Document.

Next steps

Cobham confirms that the Scheme Record Time will be 6.30 p.m. (London time) on 16 January 2020. Scheme Shareholders on Cobham's register of members at the Scheme Record Time will, upon the Scheme becoming effective, be entitled to receive 164.6 pence in cash for each Cobham Share.

The last day for dealings in, and for registration of transfers of, and disablement of CREST for, Cobham Shares is expected to be on 16 January 2020. The listings of Cobham Shares and of Cobham Preference Shares on the Official List and the admission to trading of Cobham Shares and Cobham Preference Shares on the London Stock Exchange's Main Market for listed securities are, in each case, expected to be suspended with effect from 7.30 a.m. (London time) on 17 January 2020. Once suspended, it is not expected that trading in Cobham Shares or Cobham Preference Shares will recommence.

It is expected that the listings of Cobham Shares and Cobham Preference Shares on the Official List and the admission to trading of Cobham Shares and Cobham Preference Shares on the London Stock Exchange's Main Market for listed securities will each be cancelled with effect from 8.00 a.m. (London time) on 20 January 2020.

A further announcement will be made when the Scheme has become effective and when the admission to listing and admission to trading of Cobham Shares and Cobham Preference Shares have been cancelled.

If any of the expected times and/or dates above change, the revised times and/or dates will be notified to Cobham Shareholders by announcement through a Regulatory Information Service. Such announcement will, subject to certain restrictions relating to persons in Restricted Jurisdictions, also be available on Cobham's website at www.cobhaminvestors.com.

Enquiries:

Cobham
Julian Wais, Director of Investor Relations	[phone]
MHP Communications
Reg Hoare Pete Lambie Tim Rowntree	[phone] [e-mail]
Tulchan (Financial PR Adviser to Cobham)
Andrew Grant Graeme Wilson Harry Cameron	[phone] [e-mail]
BofA Securities (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]
Bidco Advent
Finsbury (PR adviser to Bidco and Advent)
James Murgatroyd Dorothy Burwell Humza Vanderman	[phone]
Goldman Sachs International (Financial Adviser to Bidco and Advent)
Mark Sorrell Nick Harper Ed Eppler Bertie Whitehead (Corporate Broking)	[phone]
Citigroup (Financial Adviser to Bidco and Advent)
Jan Skarbek David Fudge Stephen Edelman Christopher Wren (Corporate Broking)	[phone]
Credit Suisse International (Financial Adviser to Bidco and Advent)
Joe Hannon	[phone]
Freya Van Oorsouw

Important Notices

Goldman Sachs International, 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 Bidco and Advent and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and Advent for providing the protections afforded to clients of Goldman Sachs International or for providing advice in connection with the Acquisition or in this Announcement or any transaction or arrangement referred to herein.

Citigroup Global Markets Limited ('Citigroup'), which is authorised by the Prudential Regulation Authority and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively as financial adviser to Bidco and Advent and no one else in connection with the Acquisition and shall not be responsible to anyone other than Bidco and Advent for providing the protections afforded to clients of Citigroup nor for providing advice in connection with the Acquisition or any matter referred to in this Announcement.

Credit Suisse, 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 as financial adviser exclusively for Bidco and Advent and no one else in connection with the matters set out in this Announcement and will not be responsible to any person other than Bidco and Advent for providing the protections afforded to clients of Credit Suisse, nor for providing advice in relation to the content of this Announcement or any matter referred to herein. Neither Credit Suisse nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse in connection with this Announcement, any statement contained herein or otherwise.

Merrill Lynch International ('BofA Securities'), 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 Cobham and for no one else in connection with the Acquisitionand any other matters referred to in this Announcement. BofA Securities will not be responsible to anyone other than Cobham for providing the protections afforded to clients of BofA Securities or for providing advice in connection with the Acquisition or any other matter referred to in this Announcement.

J.P. Morgan Securities plc, which conducts its United Kingdom 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 United Kingdom. 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 financial advisory clients of J.P. Morgan Cazenove or for providing advice in relation to the Acquisition or any other 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 United Kingdom, 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 or any other matter 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.

Overseas Shareholders

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

Unless otherwise determined by Bidco or required by the TakeoverCode, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. Accordingly, copies of this Announcement 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 where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Acquisition to Cobham Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements, as any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Rule 26.1 Disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available atwww.cobhaminvestors.comby no later than 12 noon (London time) on the business day following the date of this announcement.

The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.