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

19 November 2019

RECOMMENDED CASH ACQUISITION

of

Cobham plc (Cobham)

by

AI Convoy Bidco Limited (Bidco)an indirect subsidiary of funds managed byAdvent International Corporation (Advent)

Update on satisfaction of Conditions to the Acquisition

On 25 July 2019 the boards of Bidco and Cobham 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). The Acquisition is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the Scheme) which was contained in a document sent to the ordinary shareholders of Cobham on 21 August 2019 (the Scheme Document).

On 16 September 2019 the Scheme was approved by the Scheme Shareholders at the Court Meeting and the special resolution to implement the Scheme was passed by the Cobham shareholders at the General Meeting.

Update on clearance from the UK Secretary of State

Cobham notes that following the UK Secretary of State's issuance of a European Intervention Notice to the Competition and Markets Authority (CMA) on 17 September 2019, the Secretary of State has today announced that she is minded to accept undertakings offered by the acquiring company to address the concerns identified. The proposed undertakings are now out for public consultation until midnight at the end of 17 December 2019, in accordance with the process set out in the Enterprise Act 2002. The full text of the UK Secretary of State's announcement can be found on the Department for Business, Energy and Industrial Strategy website.

The Scheme remains subject to the satisfaction or (if capable of waiver) waiver of certain remaining Conditions (as set out in the Scheme Document). These include the Court's sanction of the Scheme at the Court Hearing and the Acquisition obtaining regulatory clearance from: (i) the Treasurer of the Commonwealth Government of Australia under the Australian Foreign Acquisitions and Takeovers Act 1975 (Cth); and (ii) the French Treasury pursuant to the French Monetary and Financial Code.

Words and expressions not defined in this announcement shall have the meaning given to them in the Scheme Document.

A copy of this announcement will be available on Cobham's website at www.cobhaminvestors.com, subject to certain restrictions relating to persons resident in in Restricted Jurisdictions.

Enquiries:

Important Notices

Merrill Lynch International ("BofA Securities"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, 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 Securities will not be responsible to anyone other than Cobham for providing the protections afforded to clients of BofA Securities or for providing advice in connection with the Acquisition or any other matter referred to in this Announcement.

J.P. Morgan Securities plc, which conducts its United Kingdom 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 United Kingdom. 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 financial advisory clients of J.P. Morgan Cazenove or for providing advice in relation to the Acquisition or any other 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 United Kingdom, 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 or any other matter 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.

Overseas Shareholders

The release, publication or distribution of this Announcement in or into certain jurisdictions other than the United Kingdom or the United States may be restricted by law. Persons who are not resident in the United Kingdom or the United States or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. Accordingly, copies of this Announcement 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 where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement 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 availability of the Acquisition to Cobham Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements, as any failure to comply with such requirements 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.

Rule 26.1 Disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.cobhaminvestors.com by no later than 12 noon (London time) on the business day following the date of this announcement.

The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.