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Cobham PLC

Cobham plc Get green light for Advent takeover

Update on Regulatory Approvals

Bidco and Cobham plc (LON: COB) note that the UK Secretary of State for Business, Energy and Industrial Strategy has today decided that she does not intend to make a CMA Phase 2 Reference in relation to the Acquisition.

In addition, Bidco and Cobham confirm that the approvals needed to close the Acquisition have been received from the relevant regulators in the EU, US, France, Australia and Finland.

Undertakings

Working closely with the SoS and the UK Ministry of Defence, Bidco and Cobham have entered into legally binding undertakings to reflect their commitment to the UK and to safeguard the important role Cobham plays in the UK economy and the defence sector.

Economic undertakings

Bidco and Cobham have agreed economic undertakings that relate to:

· maintenance by Cobham of a headquarters in the UK for each of its Communications & Connectivity, Aviation Services UK and Missions Systems UK businesses;

· the level of Cobham’s research and development spending in the UK;

· Cobham’s continued use of the Cobham registered name in the UK; and

· the level of Cobham’s employment of employees in the UK.

The undertakings in relation to headquarters, R&D, and the Cobham name have been agreed with the Panel as legally binding post offer undertakings pursuant to Rule 19.5 of the Code and are set out in detail in a separate announcement. The undertaking in relation to employees has been entered into as a legally binding undertaking with the UK Government.

National security undertakings

In addition, Bidco and Cobham have entered into national security undertakings in favour of the SoS. These relate to:

· compliance by Cobham with its contractual obligations to the MoD and the UK Home Office, which will continue to be directly controlled by a company or companies incorporated in the UK and a commitment not to restructure the UK Operating Companies’ capacity in a way that would result in some, or all, of the Relevant Activities being developed and/or supplied from outside the UK without the written approval of the relevant Department;

· Cobham’s continued supply of relevant activities;

· Cobham’s compliance with security measures; and

· provision of information to the MoD and UK Home Office on any future divestments in order to inform the exercise of the public interest intervention powers within the Enterprise Act 2002, or any superseding legislation.

Next steps

The Scheme remains subject to the satisfaction or (if capable of waiver) waiver of certain remaining Conditions set out in the Scheme Document including the Court’s sanction of the Scheme at the Court Hearing and the delivery of an office copy of the Court Order to the Registrar of Companies.

The current expected timetable of principal events for the implementation of the Scheme is set out in the Appendix to this Announcement. In particular, please note that the Court Hearing has been scheduled for 15 January 2020 and the Effective Date of the Scheme is expected to be on 17 January 2020.

Shonnel Malani, partner at Advent, said: “Advent takes its custodianship of Cobham seriously, and we are confident the transaction and undertakings being given on national security, jobs and future investment, provide important long-term assurances for both Cobham’s employees and customers, particularly in the UK and also globally.”

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