Cobham Regulatory News (COB)

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 OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

14 October 2019

Cobham plc

Interim Dividend Record Date

On 25 July 2019, the boards of Cobham plc (Cobham or the Company) and AI Convoy Bidco Limited (Bidco) announced that they had reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Cobham by Bidco (the Acquisition), to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the Scheme). A circular relating to the Scheme (the Scheme Document) was sent to the Company's shareholders on 21 August 2019. Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Scheme Document.

On 25 July 2019, Cobham also announced an interim dividend of 0.4 pence per ordinary share (the Interim Dividend), payable on 8 November 2019 to holders of ordinary shares on the Company's register of members on 11 October 2019 (the Interim Dividend Record Date). It is a term of the Scheme that if the Interim Dividend Record Date occurs before the Scheme becomes effective the consideration payable to Cobham Shareholders if the Scheme becomes effective will be reduced by the amount of the Interim Dividend, in which case the relevant eligible Cobham Shareholders will be entitled to receive and retain the Interim Dividend.

Cobham notes that the Interim Dividend Record Date has occurred and, accordingly, the consideration payable to Cobham Shareholders if the Scheme becomes effective will be reduced by 0.4 pence to 164.6 pence per Cobham Share.

Enquiries:

Important notices

Merrill Lynch International (BofA Merrill Lynch), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK, is acting exclusively for Cobham and for no one else in connection with the Acquisition and any other matters referred to in this announcement. BofA Merrill Lynch will not be responsible to anyone other than Cobham for providing the protections afforded to clients of BofA Merrill Lynch or for providing advice in connection with the Acquisition or any matter referred to in this announcement.

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove (J.P. Morgan Cazenove), is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK. J.P. Morgan Cazenove is acting as financial adviser exclusively for Cobham and no one else in connection with the Acquisition and any other matters referred to in this announcement, and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Cobham for providing the protections afforded to such financial advisory clients of J.P. Morgan Cazenove or for providing advice in relation to the Acquisition or any matter referred to in this announcement.

N.M. Rothschild & Sons Limited (Rothschild & Co), which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively for Cobham and for no one else in connection with the Acquisition and any other matters set out in this announcement. Rothschild & Co will not regard any other person as its client in relation to the Acquisition and any other matters set out in this announcement, and will not be responsible to anyone other than Cobham for providing the protections afforded to clients of Rothschild & Co or for providing advice in relation to the Acquisition or any other matter referred to in this announcement.

Further information

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise. The Acquisition is being made solely by means of the Scheme Document, which contains the full terms and conditions of the Acquisition.

This announcement has been prepared for the purpose of complying with the laws of England and Wales and the 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 jurisdictions outside England and Wales.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

The release, publication or distribution of this announcement or the Scheme Document and/or any accompanying documents in or into or from jurisdictions other than the UK or the US may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK or the US should inform themselves about, and observe, any applicable legal or regulatory 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 and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. The Scheme Document and any accompanying documents have been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if the Scheme Document had been prepared in accordance with the laws of jurisdictions outside of England and Wales.

Copies of this announcement, the Scheme Document and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction, and persons receiving this announcement, the Scheme Document and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The Acquisition is subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the Financial Conduct Authority.

Publication on website

This announcement will be available, free of charge and subject to certain restrictions relating to persons in Restricted Jurisdictions, on Cobham's website at www.cobhaminvestors.com by no later than 12 noon (London time) on the business day following the date of this announcement. For the avoidance of doubt, the contents of such website are not incorporated into and do not form part of this announcement.