THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from an independent financial adviser being, if you are resident in Ireland, an organisation or firm authorised under the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3) or the Investment Intermediaries Act 1995 (as amended) or, if you are resident in the United Kingdom, an organisation or firm authorised pursuant to the Financial Services and Markets Act 2000 of the United Kingdom or, if you are not so resident, from another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all of your Ordinary Shares, please immediately forward this document, together with the enclosed Form of Proxy (but not the accompanying personalised Tender Form(s)), to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. However, these documents should not be forwarded to, or sent in or into, a Prohibited Territory. If you have sold only part of your holding of Ordinary Shares, please contact your stockbroker, bank or other agent through whom the sale or transfer was effected immediately.

Neither the London Stock Exchange nor the Irish Stock Exchange has examined or approved the contents of this document.

Cpl Resources plc

(incorporated and registered in Ireland with registered number 287278)

Proposed Return of Capital to Shareholders by way of Tender Offer and Notice of Extraordinary General Meeting

Davy, which is regulated in Ireland by the Central Bank, is acting exclusively for Cpl and no-one else in connection with the matters described in this document. Davy will not regard any other person (whether or not a recipient of this document) as its customer or be responsible to any other person for providing the protections to customers of Davy nor for providing advice in relation to the transactions and arrangements described in this document. Davy is not making any representation or warranty, express or implied, as to the contents of this document. Davy has not approved the contents of, or any part of, this document and no liability whatsoever is accepted by Davy for the accuracy of any information or opinions contained in this document or for the omission of any information from this document.

The Tender Offer will close at 11.00 a.m. on 25 October 2017 and will only be available to Qualifying Shareholders. If you are a Qualifying Shareholder and wish to sell Ordinary Shares held in certificated form under the Tender Offer you should complete the Tender Form and return it in accordance with the instructions set out in Part III of this document and on the Tender Form so as to be received by no later than 11.00 a.m. on 25 October 2017. If you are a Qualifying Shareholder and wish to tender Ordinary Shares held in uncertificated form under the Tender Offer (i.e. in CREST) tenders should be submitted electronically through CREST so that TTE instructions settle no later than 11.00 a.m. on 25 October 2017. Your attention is drawn to the letter from the Chairman set out on pages 5 to 10 of this document, which explains the purpose of the Resolutions to be proposed at the Extraordinary General Meeting and includes a recommendation from the Board to vote in favour of the Resolutions. Notice of the Extraordinary General Meeting of Cpl Resources Plc, to be held on 23 October 2017 at 6th Floor, 2 Grand Canal Square, Dublin 2, Ireland, at 4.15 p.m. (or, if later, as soon as practicable after the Annual General Meeting convened for 4.00 p.m. on the same date and at the same place, shall have been concluded or adjourned), is set out at the end of this document. To be valid, the enclosed Form of Proxy for use in connection with the EGM should be completed and returned as soon as possible and, in any event, so as to be received by the Company's registrars, Computershare Investor Services (Ireland) Limited, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland, by not later than 4.15 p.m. on 21 October 2017. Completion and return of a Form of Proxy will not preclude Shareholders from attending and voting at the Extraordinary General Meeting should they so wish. Forward-looking Statements

This document may contain certain forward-looking statements with respect to the financial condition, results of operations and business of the Group and certain plans and objectives of the Board. 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 of similar meaning. These statements are based on assumptions and assessments made by the Board in light of its experience and perception of historical trends, current conditions, expected future developments and other factors it believes appropriate. By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this document could cause actual results or developments to differ materially from those expressed in or implied by such forward-looking statements.

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 document. Cpl assumes no obligation to update or correct the information contained in this document, whether as a result of new information, future events or otherwise, except to the extent legally required.

The statements contained in this document are made as at the date of this document, unless some other time is specified in relation to them, and publication of this document shall not give rise to any implication that there has been no change in th e facts set out in this document since such date. Nothing contained in this document shall be deemed to be a forecast, projection or estimate of the future financial performance of Cpl except where expressly stated.

CONTENTS

Page

Expected timetable of principal events 4 Part I Letter from the Chairman 5 Part II Questions and Answers regarding the Tender Offer 11 Part III Terms and Conditions of the Tender Offer 14 Part IV Tax aspects of the Tender Offer 26 Definitions 29 Notice of Extraordinary General Meeting 32 EXPECTED TIMETABLE OF PRINCIPAL EVENTS(i)

2017

Tender Offer opens for acceptance

28 September

Latest time and date for receipt of Forms of Proxy for Extraordinary General Meeting

4.15 p.m. on 21 October

Extraordinary General Meeting

4.15 p.m. on 23 October(ii)

Latest time and date for receipt of Tender Forms and TTE instructions from CREST in relation to the Tender Offer

11.00 a.m. on 25 October

Record Date for Tender Offer

6.00 p.m. on 25 October

Announcement of results of the Tender Offer

by 8.00 a.m. on 26 October

CREST accounts credited with Ordinary Shares in respect of unsuccessful tenders

by 31 October

Cheques issued/CREST accounts credited for Tender Offer proceeds in respect of Ordinary Shares sold

by 9 November

Share certificates issued for revised holdings of Ordinary Shares following the sale of Ordinary Shares under the Tender Offer

by 9 November

Return of share certificates in respect of unsuccessful tenders

by 9 November

NOTES:

  1. Each of the times and dates set out above is indicative only and may be adjusted by Cpl, in which event details of the new times and dates will be notified, by way of an announcement issued via a Regulatory Information Service, to the Irish Stock Exchange and to the London Stock Exchange.

  2. Or if later, as soon as practicable after the Annual General Meeting convened for 4.00 p.m. on the same date and at the same place, shall have been concluded or adjourned.

CPL Resources plc published this content on 28 September 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 28 September 2017 15:54:03 UTC.

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