CIU.L Regulatory News (CIU)

FOR IMMEDIATE RELEASE

13 September 2017

RECOMMENDED CASH OFFER

for

CAPE PLC

by

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

Admission of new ordinary shares allotted to Cape's employee benefit trust

Introduction

On 8 September 2017, Altrad Investment Authority SAS ("Altrad") announced that the recommended cash offer by its wholly-owned subsidiary, Altrad UK Limited ("Altrad Bidco"), under which Altrad Bidco would acquire the entire issued and to be issued share capital of Cape plc ("Cape") (which does not include the IDC Scheme Share) (the "Offer") had become unconditional in all respects. The full terms and conditions and the procedures for acceptance of the Offer are set out in the offer document which was published and sent to Cape shareholders by Altrad Bidco on 1 August 2017 (the "Offer Document").

Altrad Bidco also announced that at 1.00 p.m. (London time) on 7 September 2017, Altrad Bidco had received valid acceptances of the Offer in respect of 94,260,823 Cape Shares, representing approximately 77.83 per cent. of the existing issued share capital of Cape.

Defined terms used but not defined in this announcement have the same meanings as given to them in the Offer Document.

Admission of new ordinary shares allotted to Cape's employee benefit trust

As a result of the Offer being declared unconditional in all respects, nil cost options in respect of Cape Shares held by Cape employees and directors have vested and become exercisable pursuant to the terms of Cape's Performance Share Plan. To satisfy such options, Cape has allotted and issued 1,321,397 Cape Shares to Sanne Fiduciary Services Limited for nominal value, as the trustee of Cape's employee benefit trust (the "New Ordinary Shares"), subject only to Admission (as that term is defined below).

Cape therefore confirms that application has been made for the admission of the New Ordinary Shares to the premium listing segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities ("Admission"). Admission is expected on 14 September 2017.

Pursuant to DTR 5.6.1 Cape announces that following Admission the total number of ordinary shares in issue will stand at 122,425,334, and the total number of voting rights in the Company will be 122,425,334.

The above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Cape under the FCA's Disclosure and Transparency Rules.

Enquiries