Cape : 16 Aug 2017 Rule 2.10 Announcement

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

FOR IMMEDIATE RELEASE

16 August 2017

Disclosure under Rule 2.10 in respect of

RECOMMENDED CASH OFFER

for

CAPE PLC

by

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

On 7 July 2017, Altrad Investment Authority SAS ("Altrad") announced the terms of a recommended cash offer pursuant to which Altrad UK Limited ("Altrad Bidco"), a wholly-owned subsidiary of Altrad, will acquire the entire issued and to be issued ordinary share capital of Cape plc ("Cape") (other than the IDC Scheme Share) (the "Offer").

The full terms and conditions of the Offer and the procedures for acceptance were set out in the offer document (the "Offer Document") posted to Cape Shareholders on 1 August 2017.

Capitalised terms used in this announcement shall have the meanings given to them in the Offer Document.

As set out in the Offer Document, Altrad received irrevocable undertakings and letters of intent to accept, or procure the acceptance of, the Offer in respect of, in aggregate, 19,531,840 Cape Shares, representing, in aggregate, approximately 16.1 per cent. of the Cape Shares in issue on 28 July 2017 (being the latest practicable date prior to the publication of the Offer Document).

On 16 August 2017, Henderson Global Investors Limited ("Henderson") notified Altrad that it had disposed of 24,109 Cape Shares, representing approximately 0.02 per cent. of the Cape Shares in issue on 15 August 2017 (being the latest practicable date prior to the date of this announcement). As a result, with effect from such disposal, the letter of intent given to Altrad by Henderson to accept, or procure the acceptance of, the Offer has ceased to apply in respect of the 24,109 Cape Shares so disposed of by Henderson.

Therefore, with effect from such disposal and taking into account previous Rule 2.10 disclosures, Altrad has received irrevocable undertakings and letters of intent to accept, or procure the acceptance of, the Offer in respect of, in aggregate, 18,136,044 Cape Shares, representing, in aggregate, approximately 15.0 per cent. of the Cape Shares in issue on 15 August 2017 (being the latest practicable date prior to the date of 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.

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 is being made solely by means of the Offer Document and the Form of Acceptance accompanying the Offer Document (if applicable), which 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 Offer Document and the Form of Acceptance accompanying the Offer Document (if applicable) carefully.

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 are 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.

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 is being made for the securities of a Jersey company whose ordinary shares are admitted to trading on the London Stock Exchange. The Offer is subject to UK and Jersey disclosure requirements, which are different from certain United States disclosure requirements.

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.

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 athttp://www.altrad.com/gb/group-altrad-investors/recommended-offer-for-capeby 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. 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.

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.

Cape plc published this content on 16 August 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 16 August 2017 14:26:04 UTC.

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