Breedon Regulatory News (BREE)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART OF AN OFFER TO BUY, SELL, ISSUE, ACQUIRE OR SUBSCRIBE FOR, OR THE SOLICITATION OF AN OFFER TO BUY, SELL, ISSUE, ACQUIRE OR SUBSCRIBE FOR, ANY SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR IN ANY OTHER JURISDICTION.

FOR IMMEDIATE RELEASE

09 March 2023

Abicad Holding Limited announces intentionto acquire additional shares

of Breedon Group plc ("Breedon")

Abicad Holding Limited ("Abicad") announces its intention to acquire additional ordinary shares of Breedon at a price of 75 pence per share via a reverse accelerated bookbuild (the "RABB").

Abicad currently holds approximately 10% of Breedon's total issued share capital. Its current board representative is Amit Bhatia, who is the Non-executive Chairman of Breedon.

Abicad is a long-term investor in Breedon and intends to hold its shares (including any additional shares acquired pursuant to the RABB) for investment purposes. Abicad has been a supportive shareholder of Breedon since the transformational acquisition of Hope Construction Materials in 2016.

The purchase of additional shares in this transaction, which it is willing to make in an amount of up to 84.7 million ordinary shares (equivalent to approximately 5% of Breedon's total issued share capital), is a signal of Abicad's continued belief in the business and Breedon's overall strategic direction.

Abicad confirms that it is not intending to make an offer for Breedon. This is a statement to which Rule 2.8 of the Takeover Code (the "Code") applies.

Deutsche Bank Aktiengesellschaft ("Deutsche Bank") is acting as Sole Bookrunner for the RABB on behalf of Abicad.

The opportunity to participate in the RABB will be made available to certain professional investors outside the United States. The bookbuilding for the RABB will commence immediately following this announcement and may be closed at any time at the sole discretion of Deutsche Bank and Abicad. The final number of shares to be purchased will be agreed at the close of the RABB process at the sole discretion of Abicad and Deutsche Bank, and the results of the RABB will be announced as soon as practicable thereafter. To the extent that the RABB is oversubscribed, applications will be scaled back (whether on a pro rata basis or otherwise) at the sole discretion of Abicad and Deutsche Bank. The reverse accelerated bookbuilding procedure enables executing the repurchase of the Shares in a rapid and cost-efficient manner.

Rule 2.8 notes

Except with the consent of the Panel on Takeovers and Mergers (the "Takeover Panel"), Abicad is prohibited from announcing an offer or possible offer for Breedon and from taking certain other actions as set out in Rule 2.8 of the Code for a period of six months from the date of this announcement.

Under Note 2 on Rule 2.8 of the Code, Abicad reserves the right to set the restrictions in Rule 2.8 aside in the following circumstances: (a) with the agreement of the Board of Breedon; (b) if a third party announces a firm intention to make an offer for Breedon; (c) if Breedon announces a Rule 9 waiver proposal (see Note 1 of the Notes on Dispensations from Rule 9) or a reverse takeover (as defined in the Code); and (d) if there has been a material change of circumstances (as determined by the Takeover Panel).

For further information contact:

IMPORTANT NOTICES

This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada or Japan or any other jurisdiction in which such publication or distribution is unlawful. This announcement is for information purposes only and the information contained herein does not constitute or form part of an offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or subscribe for, any securities in the United States, Australia, Canada, Japan or in any other jurisdiction, nor shall there be any offer, solicitation, sale or purchase of securities in any jurisdiction in which such offer, solicitation, sale or purchase would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

This announcement is not an offer of securities for sale into the United States. The securities of Breedon have not or will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction.

The RABB is not being directed, directly or indirectly, to Breedon investors located in the United States of America, or to agents, nominees, trustees, custodians or other persons acting for the account or benefit of such U.S. shareholders, or in any other jurisdiction where to do so would be unlawful.

This announcement is only directed at (and is only being distributed to persons outside the United States who are) (i) persons in any member state of the European Economic Area who are qualified investors ("Qualified Investors") within the meaning of Article 2 of the Prospectus Regulation (Regulation (EU) 2017/1129 of 14 June 2017) (and amendments thereto to the extent implemented in the relevant member state); or (ii) persons in the United Kingdom who are both (A) investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (B) high net worth companies, or persons to whom it can otherwise be lawfully distributed, falling within the meaning of Article 49(2)(a) to (d) of the Order; and (C) qualified investors as defined in Article 2 of the UK Prospectus Regulation (Regulation (EU) 2017/1129 of 14 June 2017 as it has effect in the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018) (such persons referred to in this sub-paragraph (ii) being "relevant persons"). This release must not be acted on or relied on (a) in the United Kingdom, by persons who are not relevant persons, or (b) in any member state of the European Economic Area, by persons who are not Qualified Investors, or (c) elsewhere, by persons who are not permitted to sell or dispose of securities in the RABB pursuant to applicable legislation.

Any investment or investment activity referred to in this announcement is only available to, and will only be engaged in with, (1) relevant persons, in the United Kingdom; (2) Qualified Investors, in any member state of the European Economic Area; and (3) persons elsewhere who are permitted to sell or dispose of securities in the RABB pursuant to applicable legislation. Deutsche Bank reserves the absolute right to determine who may participate in the RABB.

Participating in the RABB shall constitute an irrevocable offer by such participant to sell to Abicad the total number of shares accepted for purchase from that participant by Deutsche Bank on behalf of Abicad. Investors offering shares for purchase in the RABB will be deemed to represent, warrant and undertake to Deutsche Bank and Abicad that: (a) the investor is the legal and beneficial owner and has full power and authority to sell, assign or transfer the shares being sold in the RABB (together with all rights attaching thereto) and, when the same are purchased by Abicad, Abicad will acquire such shares free and clear of all liens, charges, restrictions, claims, equitable interests, encumbrances, pre-emption rights and third party rights and together with all rights attaching thereto and such representation and warranty will be true in all respects at the time Abicad purchases such shares as if it had been entered into anew at such time and shall not be extinguished by such purchase; (b) such investor shall do all such acts and things as shall be necessary or expedient, and execute any additional documents deemed by Deutsche Bank or Abicad to be desirable, to complete the purchase of the shares referred to in this paragraph; (c) such investor has fully observed any applicable legal requirements, the RABB may be made to him under the laws of all relevant jurisdictions, and the investor's offer to sell shares to Abicad, and any acceptance thereof, shall not be unlawful under the laws of any jurisdiction. Deutsche Bank shall be under no obligation to purchase any shares in the RABB if its arrangements with Abicad terminate.

No document soliciting intentions to sell securities has been or will be prepared in connection with any of the transactions described in this announcement. Any investment decision to sell securities as part of the RABB must be made solely on the basis of publicly available information. Such information is not the responsibility of, and has not been independently verified by, Deutsche Bank or Abicad or any of their respective affiliates.

Deutsche Bank Aktiengesellschaft is authorised under German Banking Law (competent authority: European Central Bank). It is subject to supervision by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority. Deutsche Bank Aktiengesellschaft is a joint stock corporation incorporated with limited liability in the Federal Republic of Germany, with its head office in Frankfurt am Main where it is registered in the Commercial Register of the District Court under number HRB 30 000.

Deutsche Bank is acting exclusively for Abicad and no other person in connection with the RABB. Deutsche Bank will not regard any other person as its client in relation to the RABB and will not be responsible to any other person for providing the protections afforded to its clients, nor for providing advice in relation to the contents of this announcement or any transaction, arrangement or other matter referred to herein (including, without limitation, the RABB).

Neither Deutsche Bank nor any of its affiliates nor any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to, the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Abicad or Breedon or any of its or their subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.