Abrdn Property Regulatory News (API)

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 OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

11 February 2015

CASH OFFER

by

CEDAR 2015 LIMITED

an indirect subsidiary of

STEEL PARTNERS HOLDINGS L.P.

for

API GROUP PLC

Statement of Clarification

On Wednesday 4 February 2015, Cedar 2015 Limited ("Cedar Bidco"), an indirect subsidiary of Steel Partners Holdings L.P. ("Steel"), published its offer document (the "Offer Document") relating to its offer (the "Offer") to acquire the entire issued and to be issued ordinary share capital of API Group Plc ("API") not already owned by Steel and its subsidiary undertakings (the "Steel Group").

On page 7 of the Offer Document, reference was made in the heading of the letter from the Chairman of Cedar Bidco to a "RECOMMENDED CASH OFFER FOR API GROUP PLC BY CEDAR 2015 LIMITED".

As noted in the Offer Document, the Steel Group has had preliminary discussions with API in relation to the Offer. However, the reference on page 7 of the Offer document to the Offer being "RECOMMENDED" was made in error.

Accordingly, the Board of Cedar Bidco wishes to make it clear that the Offer has not been recommended by the API Board.

A copy of this announcement is being posted to API Shareholders and, for information only, to persons with information rights and the participants in the Performance Share Plan.

In accordance with Rule 30.4 of the Takeover Code, a copy of this announcement will also be made available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on the following website at http://www.cosinecom.com/cedar/. A copy of the Offer Document is also available on this website.

Unless otherwise stated, terms used in this announcement have the same meanings as given to them in the Offer Document.

Further information

This announcement is for information only and is not intended to and does not constitute, or form part of any offer to sell or invitation to purchase or subscribe for any securities, or any solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be effected solely through the Offer Document, which, together with the Form of Acceptance (in relation to API Shareholders holding shares in certificated form only) will contain the full details, terms and conditions of the Offer, including the details of how to accept the Offer. Any response to the Offer should be made only on the basis of the information contained in the Offer Document.

Please be aware that addresses, electronic addresses and certain other information provided by API Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from API may be provided to Cedar Bidco during the Offer Period (as required under Section 4 of Appendix 4 to the Takeover Code).

Kinmont, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for CoSine and Cedar Bidco and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than CoSine and Cedar Bidco for providing the protections afforded to clients of Kinmont nor for providing advice in connection with the Offer or this announcement or any matter referred to herein.

Overseas shareholders

The ability of API Shareholders who are not resident in and citizens of the United Kingdom to accept the Offer may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to Overseas Shareholders will be contained in the Offer Document.

The release, publication or distribution of this announcement in jurisdictions other than in the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable 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 involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purposes of complying with English law, the AiM Rules, the rules of the London Stock Exchange and the Takeover 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 any jurisdiction outside the United Kingdom.

Copies of this announcement and formal documentation relating to the Offer will not be, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. In particular, the Offer will not be made, directly or indirectly, in or into any Restricted Jurisdiction and will not be capable of acceptance from within any Restricted Jurisdiction. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving this announcement (including, without limitation, custodians, nominees and trustees) must not distribute, mail or send it, the Offer Document or any other documentation relating to the Offer in or into any Restricted Jurisdiction, and so doing may render any purported acceptance of the Offer invalid.

Notice to US Investors

The Offer is being made for the securities of a company incorporated in England and Wales and API Shareholders in the United States should be aware that this announcement, the Offer Document and any other documents relating to the Offer have been, or will be, prepared in accordance with the requirements of the Takeover Code and United Kingdom disclosure requirements, format and style, all of which differ from those in the United States. API's financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union and therefore may not be comparable to financial statements of US companies or companies whose financial statements are prepared in accordance with US generally accepted accounting principles.

The Offer is not subject to the disclosure and other procedural requirements of Regulation 14D under the US Securities Exchange Act of 1934, as amended (the "US Exchange Act"). The Offer is being made in the United States in accordance with the requirements of Regulation 14E under the US Exchange Act to the extent applicable.

The Offer is otherwise being made in accordance with the requirements of the Takeover Code, the Panel, the London Stock Exchange and the UK Financial Conduct Authority. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable and settlement procedures, that are different from those applicable under United States domestic tender offer procedures and law.

US Shareholders should note that the API Shares are not listed on a US securities exchange and API is not subject to the periodic reporting requirements of the US Exchange Act and is not required to, and does not, file any reports with the US Securities and Exchange Commission thereunder.

Neither the US Securities and Exchange Commission nor any US state securities commission or regulatory authority has approved or disapproved of the Offer, passed upon the fairness or merits of this announcement or determined whether this announcement is accurate or complete. Any representation to the contrary is a criminal offence in the United States.

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, 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 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.

Cautionary note regarding forward-looking statements

This announcement contains certain forward-looking statements which are, or may be deemed to be "forward-looking statements", which are prospective in nature. 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 boards of directors of Cedar Bidco in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe 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 announcement could cause actual results and 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 announcement. Cedar Bidco assumes no obligation to update or correct the information contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

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

No profit forecast

No statement in this announcement is intended as a profit forecast or a profit estimate, and no statement in this announcement should be interpreted to mean that the future earnings per API Share for current or future financial years will necessarily match or exceed the historical or published earnings per API Share.