HNT.L Regulatory News (HNT)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

3 March 2020

RECOMMENDED CASH ACQUISITION

of

HUNTSWORTH PLC

by

CD&R ARTEMIS UK BIDCO LIMITED

(a newly incorporated entity formed by Clayton, Dubilier & Rice, LLP in its capacity as adviser to Clayton, Dubilier & Rice, LLC as manager of CD&R Fund X)

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

Summary

· The boards of CD&R Artemis UK Bidco Limited ("Bidco") and Huntsworth plc ("Huntsworth") are pleased to announce that they have reached agreement on the terms of a recommended cash offer by Bidco for the entire issued and to be issued share capital of Huntsworth (the "Acquisition"). It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement (although Bidco reserves the right to effect the Acquisition by way of a Takeover Offer, subject to the consent of the Panel and the terms of the Cooperation Agreement).

Acquisition terms

· Under the terms of the Acquisition, each Huntsworth Shareholder will be entitled to receive:

· The Cash Consideration under the terms of the Acquisition values the current issued share capital of Huntsworth at approximately £400 million and implies an enterprise value of £524 million. The Cash Consideration represents:

· a premium of approximately 50.0 per cent. to the Closing Price of 72.0 pence per Huntsworth Share on 2 March 2020 (being the last Business Day prior to the date of this announcement);

· a premium of approximately 42.1 per cent. to the volume weighted average price of 76.0 pence per Huntsworth Share for the three months ended 2 March 2020 (being the last Business Day prior to the date of this announcement);

· a premium of approximately 36.0 per cent. to the volume weighted average price of 79.4 pence per Huntsworth Share for the six months ended 2 March 2020 (being the last Business Day prior to the date of this announcement); and

· an implied enterprise value multiple of approximately 10.8x Huntsworth's adjusted EBITDA of c.£48.4 million for the year ended 31 December 2019.

· If, on or after the date of this announcement, any dividend and/or other distribution and/or return of capital is declared, made or paid or becomes payable in respect of the Huntsworth Shares with a record date before the Scheme Record Time, Bidco reserves the right to reduce the Cash Consideration payable under the terms of the Acquisition for the Huntsworth Shares by an amount up to the amount of such dividend and/or other distribution and/or return of capital, in which case any reference in this announcement to the Cash Consideration payable under the terms of the Acquisition will be deemed to be a reference to the Cash Consideration as so reduced. A final dividend for the year ended 31 December 2019 of 1.85 pence per Huntsworth Share (the "Huntsworth Final Dividend") will be proposed for approval by Huntsworth Shareholders at Huntsworth's 2020 annual general meeting (currently expected to be held in May 2020). In the event that the Scheme Record Time occurs prior to the date of Huntsworth's 2020 annual general meeting, the Huntsworth Board reserves the right to declare a second interim dividend of 1.85 pence per Huntsworth Share in lieu of the Huntsworth Final Dividend (the "Special Dividend"). In the event a Huntsworth Final Dividend or Special Dividend of 1.85 pence per Hunstworth Share is declared, made or paid or becomes payable in respect of the Huntsworth Shares with a record date before the Scheme Record Time, the Cash Consideration will be reduced such that the Cash Consideration will be 106.15 pence per Huntsworth Share.

· The Cash Consideration payable by Bidco to Huntsworth Shareholders under the terms of the Acquisition will be financed from a combination of equity to be invested by CD&R Fund X and debt to be provided under a term loan facility of $295 million and revolving credit facility of £35 million provided by Royal Bank of Canada.

Background to and reasons for the Acquisition

· Bidco believes Huntsworth is a well-positioned healthcare/pharma outsourced services platform. Huntsworth primarily targets the Medical Communications and Healthcare Marketing Services markets in the US and Europe and provides services to a large and diverse portfolio of clients consisting primarily of pharmaceutical and biotechnology companies. Bidco believes that Huntsworth's underlying markets are attractive and underpinned by long term, stable pharma-related trends. These include demographic and economic growth, increased outsourcing from large and small companies, volume of new product launches, shift in new products to more specialised drugs (where targeted, thoughtful engagement is key), and increasing complexity and emergence of new marketing channels.

· CD&R has a strong track record of investing in businesses and partnering with management teams to help them develop and grow their operations. As a private company, Bidco believes that with its support, Huntsworth has the opportunity to achieve additional strategic objectives including opportunistic pursuit of strategic acquisitions. Huntsworth has a strong track record of strategic acquisitions to enhance its platform: prior expansion of offered services on a global basis has facilitated better service to clients and facilitated growth. Bidco intends to assist Huntsworth operationally and to leverage its ability to access capital to facilitate future acquisitions by Huntsworth.

Recommendation

· The Huntsworth Directors, who have been so advised by Rothschild & Co as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the Huntsworth Directors, Rothschild & Co have taken into account the commercial assessments of the Huntsworth Directors.

· Accordingly, the Huntsworth Directors intend to recommend unanimously that Huntsworth Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Acquisition at the Huntsworth General Meeting as the Huntsworth Directors who hold Huntsworth Shares have irrevocably undertaken to do in respect of their own beneficial holdings totalling 3,196,940 Huntsworth Shares (representing approximately 0.86 per cent. of the existing issued ordinary share capital of Huntsworth) as at 2 March 2020, being the last Business Day prior to the date of this announcement.

Irrevocable undertakings and letters of intent

· Bidco has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Acquisition at the Huntsworth General Meeting (or in the event that the Acquisition is implemented by a Takeover Offer, to accept or procure acceptance of such Takeover Offer) from Merian Global Investors (UK) Limited and Hargreave Hale Limited, in respect of 51,488,344 Huntsworth Shares (representing approximately 13.91 per cent. of the existing issued ordinary share capital of Huntsworth) as at 2 March 2020, being the Business Day prior to the date of this announcement.

· Bidco has also received letters of intent to vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Acquisition at the Huntsworth General Meeting (or in the event that the Acquisition is implemented by a Takeover Offer, to accept or procure acceptance of such Takeover Offer) from and Aberforth Partners LLP, Kabouter Management LLC and Kames Capital, in respect of 81,144,271 Huntsworth Shares (representing approximately 21.92 per cent. of existing issued ordinary share capital of Huntsworth) as at 2 March 2020, being the Business Day prior to the date of this announcement.

· In total therefore, Bidco has procured irrevocable commitments and letters of intent to vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Acquisition at the Huntsworth General Meeting (or in the event that the Acquisition is implemented by a Takeover Offer, to accept or procure acceptance of such Takeover Offer), including those from the Huntsworth Directors who own Huntsworth Shares, in respect of, in aggregate, 135,829,555 Huntsworth Shares (representing approximately 36.70 per cent. of existing issued ordinary share capital of Huntsworth) as at 2 March 2020, being the Business Day prior to the date of this announcement. Further details of these irrevocable undertakings (including the circumstances in which they cease to be binding) are set out in Appendix 3 to this announcement.

Information on Bidco and CD&R

· Bidco is a private limited company recently incorporated in England & Wales formed for the sole purpose of making the Acquisition and is an affiliated company of CD&R. As at the date of this announcement, the entire issued share capital is indirectly owned by CD&R Fund X.

· Bidco has not traded since incorporation, nor has it entered into any obligations other than in connection with the Acquisition.

· The current directors of Bidco are Eric Rouzier and Romain Dutartre.

· CD&R was established in 1978 and acts as an adviser to Clayton, Dubilier & Rice, LLC, the manager of the CD&R private equity funds for investment opportunities across North America and Europe. CD&R focuses on market-leading businesses in the consumer/retail, healthcare, industrial, and services sectors.

Timetable and Conditions

· It is intended that the Acquisition will be implemented by way of a Court‑sanctioned scheme of arrangement under Part 26 of the Companies Act (although Bidco reserves the right to effect the Acquisition by way of a Takeover Offer, subject to the consent of the Panel and the terms of the Cooperation Agreement).

· The Acquisition will be subject to the Conditions and further terms set out in Appendix 1 to this announcement, and to be set out in full in the Scheme Document, including, amongst others:

· approvals of Huntsworth Shareholders at the Huntsworth Meetings;

· receipt of clearances or relevant waiting periods having expired, as applicable, under the merger control regimes in Austria, Russia and the United States; and

· the sanction of the Scheme by the Court.

· It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and Huntsworth General Meeting, together with the associated forms of proxy, will be posted to Huntsworth Shareholders within 28 days of this announcement (or such later time as Huntsworth, Bidco and the Panel agree) and the Huntsworth Meetings are expected to be held as soon as practicable thereafter. The Acquisition is currently expected to complete during the second quarter of 2020, subject to approval of Huntsworth Shareholders, receipt of clearances or relevant waiting periods having expired as applicable under the merger control regimes in Austria, Russia and the United States, the sanction of the Scheme by the Court and the satisfaction or (where capable of waiver) the waiver of the other Conditions. An expected timetable of key events relating to the Acquisition will be provided in the Scheme Document.

Commenting on the Acquisition, Liam Fitzgerald, adviser to CD&R funds and former CEO of UDG Healthcare plc, commented:

"We are excited that our proposal has been recommended by the Board and by the prospect of working with Huntsworth management to build on their success. We believe Huntsworth represents a strong platform with a highly skilled workforce and a broad and differentiated digitally-driven offering to support its customers' growing demand. Our vision for Huntsworth is shared with management, who have demonstrated an ability to drive organic growth and execute accretive add-on acquisitions."

Commenting on the Acquisition, David Lowden, Chairman of Huntsworth, said:

"Huntsworth has transformed over the past few years into a growing and dynamic healthcare and communications group. Our strategic focus has always been on investing to develop a full service, digitally driven offering to support our customers.

Whilst we believe that Huntsworth is strongly positioned as an independent listed company, the all-cash offer from CD&R represents a compelling opportunity for shareholders to realise an attractive cash value in respect of their shares. In addition, the Board believes CD&R will be an excellent partner for Huntsworth, its employees and customers.

On behalf of the Board, I would like to thank all of Huntsworth's management team and employees for their outstanding contribution to making Huntsworth the leading company it is today."

This summary should be read in conjunction with the following announcement and the Appendices. The Conditions to, and certain further terms of, the Acquisition are set out in Appendix 1. The bases and sources for certain financial information contained in this announcement are set out in Appendix 2. Details of the irrevocable undertakings received by Bidco are set out in Appendix 3. Certain definitions and terms used in this announcement are set out in Appendix 4.

Enquiries:

Clifford Chance LLP is acting as legal adviser to Bidco and CD&R. Pinsent Masons LLP is acting as legal adviser to Huntsworth.

Further information

Merrill Lynch International ("BofA Securities"), which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct Authority ("FCA") and the PRA in the United Kingdom, is acting as financial adviser exclusively for Bidco and CD&R and for no one else and will not be responsible to anyone other than Bidco and CD&R for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement. Neither BofA Securities, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of BofA Securities in connection with this announcement, any statement contained herein or otherwise. BofA Securities has given, and not withdrawn, its consent to the inclusion in this announcement of the references to its name in the form and context in which they appear.

Houlihan Lokey EMEA, LLP ("Houlihan Lokey"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Bidco and CD&R and for no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Bidco and CD&R for providing the protections afforded to its clients or for providing advice in relation to such matters. Neither Houlihan Lokey nor any of its affiliates (nor any of their respective directors, officers, employees or agents), owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Houlihan Lokey in connection with this announcement, any statement contained herein or otherwise. Houlihan Lokey has given, and not withdrawn, its consent to the inclusion in this announcement of the references to its name in the form and context in which they appear.

RBC Capital Markets is the trading name for RBC Europe Limited, which is authorised by the PRA and regulated by the FCA and the PRA and is a subsidiary of Royal Bank of Canada. RBC Capital Markets is acting exclusively for Bidco and CD&R and for no one else in connection with the Offer and will not be responsible to anyone other than Bidco and CD&R for providing the protections afforded to its clients nor for providing advice in relation to the Offer or any other matters referred to in this announcement. Neither RBC Capital Markets, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of RBC Capital Markets in connection with this announcement, any statement contained herein or otherwise. RBC Capital Markets has given, and not withdrawn, its consent to the inclusion in this announcement of the references to its name in the form and context in which they appear.

N.M. Rothschild and Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser to Huntsworth and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Huntsworth for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with any matter referred to herein. Neither Rothschild & Co nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with this announcement, any statement contained herein, the Acquisition or otherwise. Rothschild & Co has given, and not withdrawn, its consent to the inclusion of its advice in this announcement in the form and context in which it is included.

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any acceptance or other response to the Acquisition should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document).

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

This announcement has been prepared in accordance with English law, the Takeover Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

The Acquisition will be subject to, amongst other things, the applicable requirements of the Takeover Code, the Panel, London Stock Exchange plc ("LSE") and the FCA.

Overseas Shareholders

The availability of the Acquisition to Huntsworth Shareholders who are not resident in and citizens of the United Kingdom 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. In particular, the ability of persons who are not resident in the United Kingdom to vote their Huntsworth Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. 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. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will 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 and no person may vote in favour of the Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Notice to US investors in Huntsworth

The Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Securities Exchange Act of 1934 (the "US Exchange Act"). Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this announcement has been prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

If, in the future, Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, which is to be made into the US, such Takeover Offer will be made in compliance with the applicable US laws and regulations, including Section 14(e) and Regulation 14E under the US Exchange Act.

It may be difficult for US holders of Huntsworth Shares to enforce their rights and any claim arising out of the US federal laws, since Bidco and Huntsworth are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Huntsworth Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the Acquisition, or determined if this announcement is accurate or complete. Any representation to the contrary is a criminal offence in the US.

US Huntsworth Shareholders also should be aware that the transaction contemplated herein may have tax consequences in the US and, that such consequences, if any, are not described herein. US Huntsworth Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.

In accordance with, and to the extent permitted by, the Takeover Code and normal UK market practice, BofA Securities, Houlihan Lokey and their respective affiliates may continue to act as exempt principal traders or exempt market makers in Huntsworth Shares on the London Stock Exchange and will engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law, as permitted by Rule 14e-5(b)(9) under the US Exchange Act. In addition, in compliance with the Takeover Code and to the extent permitted under Rule 14e-5(b) under the US Exchange Act, Bidco, certain affiliated companies or their respective nominees, or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Huntsworth securities other than pursuant to the Acquisition, either in the open market at prevailing prices or through privately negotiated purchases at negotiated prices outside the United States until the date on which the Scheme becomes Effective, lapses or is otherwise withdrawn (or, if the Acquisition is implemented by way of a Takeover Offer, before or during the period in which such Takeover Offer would remain open for acceptance). To the extent required by Rule 14e-5(b)(12), such purchases, or arrangements to purchase, must comply with English law, the Takeover Code and the Listing Rules. Any information about such purchases will be disclosed to the Takeover Panel and, to the extent that such information is required to be publicly disclosed in the United Kingdom in accordance with applicable regulatory requirements, will be made available to all investors (including US investors) via the Regulatory Information Service on the London Stock Exchanges website, www.londonstockexchange.com.

Forward looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Bidco and Huntsworth contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco and Huntsworth about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on Bidco and Huntsworth (including their future prospects, developments and strategies), the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "strategy", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although Bidco and Huntsworth believe that the expectations reflected in such forward-looking statements are reasonable, Bidco and Huntsworth can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; future market conditions, changes in general economic and business conditions, the behaviour of other market participants, the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which Bidco and Huntsworth operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which Bidco and Huntsworth operate and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither Bidco nor Huntsworth, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place any reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations, neither Bidco nor Huntsworth is under any obligation, and Bidco and Huntsworth expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% 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 Takeover Code, any person who is, or becomes, interested in 1% 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(s), 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 Takeover 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.

Publication on a website

This announcement and the documents required to be published pursuant to Rule 26.1 of the Takeover Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on CD&R's website at https://www.cdr-inc.com/project-hunter and on Huntsworth's website at https://www.huntsworth.com/news/offer-from-cdr-inc promptly and in any event by no later than 12 noon (London time) on the Business Day following the publication of this announcement. The content of the websites referred to in this announcement is not incorporated into and does not form part of this announcement.

No profit forecasts, estimates or quantified benefits statements

Nothing in this announcement is intended, or is to be construed, as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Huntsworth for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Huntsworth.

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, Huntsworth Shareholders, persons with information rights and participants in the Huntsworth Share Plans may request a hard copy of this announcement by contacting Huntsworth's registrars, Computershare Investor Services PLC, during business hours on 0370 707 1048 or at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ (or +44 (0)370 707 1048 from abroad). For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

Electronic Communications

Please be aware that addresses, electronic addresses and certain other information provided by Huntsworth Shareholders, persons with information rights and other relevant persons for the receipt of communications from Huntsworth may be provided to Bidco during the offer period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c).

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.

Rule 2.9 of the Takeover Code

For the purposes of Rule 2.9 of the Takeover Code, Huntsworth confirms that, as at 2 March 2020, it had in issue 370,102,999 ordinary shares of 1 penny each. The ISIN for the shares is GB00B0CRWK29.NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

3 March 2020

RECOMMENDED CASH ACQUISITION

of

HUNTSWORTH PLC

by

 CD&R ARTEMIS UK BIDCO LIMITED

(a newly incorporated entity formed by Clayton, Dubilier & Rice, LLP in its capacity as adviser to Clayton, Dubilier & Rice, LLC as manager of CD&R Fund X)

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

1. Introduction

The boards of CD&R Artemis UK Bidco Limited ("Bidco") and Huntsworth plc ("Huntsworth") are pleased to announce that they have reached agreement on the terms of a recommended cash offer by Bidco for the entire issued and to be issued share capital of Huntsworth.

It is intended that the Acquisition will be implemented by way of a Court‑sanctioned scheme of arrangement under Part 26 of the Companies Act (although Bidco reserves the right to effect the Acquisition by way of a Takeover Offer, subject to the consent of the Panel and the terms of the Cooperation Agreement).

2. The Acquisition

The Acquisition, which will be on the terms and subject to the Conditions and further terms set out in Appendix 1 to this announcement, and to be set out in full in the Scheme Document, will be made on the following basis:

The Cash Consideration under the terms of the Acquisition values the current issued share capital of Huntsworth at approximately £400 million and implies an enterprise value of £524 million. The Cash Consideration represents:

· a premium of approximately 50.0 per cent. to the Closing Price of 72.0 pence per Huntsworth Share on 2 March 2020 (being the last Business Day prior to the date of this announcement);

· a premium of approximately 42.1 per cent. to the volume weighted average price of 76.0 pence per Huntsworth Share for the three months ended 2 March 2020 (being the last Business Day prior to the date of this announcement);

· a premium of approximately 36.0 per cent. to the volume weighted average price of 79.4 pence per Huntsworth Share for the six months ended 2 March 2020 (being the last Business Day prior to the date of this announcement); and

· an implied enterprise value multiple of approximately 10.8x Huntsworth's adjusted EBITDA of c.£48.4 million for the year ended 31 December 2019.

If, on or after the date of this announcement, any dividend and/or other distribution and/or return of capital is declared, made or paid or becomes payable in respect of the Huntsworth Shares with a record date before the Scheme Record Time, Bidco reserves the right to reduce the Cash Consideration payable under the terms of the Acquisition for the Huntsworth Shares by an amount up to the amount of such dividend and/or other distribution and/or return of capital, in which case any reference in this announcement to the Cash Consideration payable under the terms of the Acquisition will be deemed to be a reference to the Cash Consideration as so reduced. A final dividend for the year ended 31 December 2019 of 1.85 pence per Huntsworth Share (the "Huntsworth Final Dividend") will be proposed for approval by Huntsworth Shareholders at Huntsworth's 2020 annual general meeting (currently expected to be held in May 2020). In the event that the Scheme Record Time occurs prior to the date of Huntsworth's 2020 annual general meeting, the Huntsworth Board reserves the right to declare a second interim dividend of 1.85 pence per Huntsworth Share in lieu of the Huntsworth Final Dividend (the "Special Dividend"). In the event a Huntsworth Final Dividend or Special Dividend of 1.85 pence per Hunstworth Share is declared, made or paid or becomes payable in respect of the Huntsworth Shares with a record date before the Scheme Record Time the Cash Consideration will be reduced such that the Cash Consideration will be 106.15 pence per Huntsworth Share.

The Deferred Shares will not form part of the Acquisition and the Scheme. For further details, see paragraph 12 (Deferred Shares) below.

3. Background to and reasons for the Acquisition

Bidco believes Huntsworth is a well-positioned healthcare/pharma outsourced services platform. Huntsworth primarily targets the Medical Communications and Healthcare Marketing Services markets in the US and Europe and provides services to a large and diverse portfolio of clients consisting primarily of pharmaceutical and biotechnology companies. Bidco believes that Huntsworth's underlying markets are attractive and underpinned by long term, stable pharma-related trends. These include demographic and economic growth, increased outsourcing from large and small companies, volume of new product launches, shift in new products to more specialised drugs (where targeted, thoughtful engagement is key), and increasing complexity and emergence of new marketing channels.

CD&R has a strong track record of investing in businesses and partnering with management teams to help them develop and grow their operations. As a private company, Bidco believes that with its support, Huntsworth has the opportunity to achieve additional strategic objectives including opportunistic pursuit of strategic acquisitions. Huntsworth has a strong track record of strategic acquisitions to enhance its platform: prior expansion of offered services on a global basis has facilitated better service to clients and facilitated growth. Bidco intends to assist Huntsworth operationally and to leverage its ability to access capital to facilitate future acquisitions by Huntsworth.

4. Recommendation

The Huntsworth Directors, who have been so advised by Rothschild & Co as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the Huntsworth Directors, Rothschild & Co have taken into account the commercial assessments of the Huntsworth Directors.

Accordingly, the Huntsworth Directors intend to recommend unanimously that Huntsworth Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Acquisition at the Huntsworth General Meeting as the Huntsworth Directors who hold Huntsworth Shares have irrevocably undertaken to do in respect of their own beneficial holdings totalling 3,196,940 Huntsworth Shares (representing approximately 0.86 per cent. of the existing issued ordinary share capital of Huntsworth) as at 2 March 2020, being the last Business Day prior to the date of this announcement.

5. Background to and reasons for the recommendation

Over the past few years Huntsworth has undergone a period of significant transformation, supported by a number of acquisitions including Kyne, Creativ-Ceutical, Navience, Giant and The Creative Engagement Group.

In January 2020, Huntsworth received an approach from CD&R. Following a period of initial negotiations, Huntsworth agreed the principal terms of CD&R's offer in early February 2020. The Huntsworth Directors, together with its financial adviser Rothschild & Co, have considered the proposed Acquisition with regard to price, deliverability and with reference to the range of strategic options available to Huntsworth.

Whilst the Huntsworth Directors believe Huntsworth would have a strong future as an independent listed company, they acknowledge the benefits of Huntsworth being a private company, including creating the required environment to continue its transformation and obtain additional growth finance from private capital.

The Huntsworth Directors also welcome Bidco's stated intentions concerning Huntsworth's management and employees and locations of business (further details on which are set out in paragraph 9 (Directors, management, employees, pensions, research and development and locations) of this announcement). In particular, the Huntsworth Directors are pleased that Bidco does not intend to initiate any material headcount reductions within Huntsworth as a result of the Acquisition. The Huntsworth Directors also welcome Bidco's confirmation that, following completion of the proposed Acquisition, the existing contractual and statutory employment rights of all Huntsworth management and employees will be fully safeguarded in accordance with applicable law, and that Bidco does not intend to make any material change to the conditions of employment or in the balance of skills and functions of the employees and management of Huntsworth.

After careful consideration of the Cash Consideration and the deliverability of the proposed Acquisition, the Huntsworth Directors believe that CD&R's offer represents compelling value given the balance of future opportunities and risks facing the business.

The Directors note that:

· the Acquisition provides an opportunity for Huntsworth Shareholders to crystallise, in cash, the value of their holdings;

· the Acquisition is priced at 108 pence in cash per Huntsworth Share, representing a premium of approximately 50.0 per cent. to the Closing Price on 2 March (being the last Business Day prior to the date of this announcement);

· the Acquisition reflects the value created by Huntsworth's strategy; and

· the Acquisition brings a number of strategic benefits to Huntsworth's business through private ownership under CD&R, including the ability to conduct a more active acquisition strategy.

Accordingly, the Huntsworth Directors intend to recommend unanimously the Acquisition to Huntsworth Shareholders as set out in paragraph 4 (Recommendation) above.

6. Irrevocable undertakings and letters of intent

Bidco has received irrevocable undertakings to vote (or, where applicable, procure voting) in favour of the Scheme at the Court Meeting and the resolutions relating to the Acquisition at the Huntsworth General Meeting (or in the event that the Acquisition is implemented by a Takeover Offer, to accept or procure acceptance of such Takeover Offer) from all of the Huntsworth Directors who own Huntsworth Shares, in respect of their own beneficial holdings totalling 3,196,940 Huntsworth Shares (representing approximately 0.86 per cent. of existing issued ordinary share capital of Huntsworth) as at 2 March 2020, being the last Business Day prior to this announcement.

Bidco has also received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Acquisition at the Huntsworth General Meeting (or in the event that the Acquisition is implemented by a Takeover Offer, to accept or procure acceptance of such Takeover Offer) from Merian Global Investors (UK) Limited and Hargreave Hale Limited, in respect of 51,488,344 Huntsworth Shares (representing approximately 13.91 per cent. of existing issued ordinary share capital of Huntsworth) as at 2 March 2020, being the Business Day prior to this announcement.

Bidco has also received letters of intent to vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Acquisition at the Huntsworth General Meeting (or in the event that the Acquisition is implemented by a Takeover Offer, to accept or procure acceptance of such Takeover Offer) from Aberforth Partners LLP, Kabouter Management LLC and Kames Capital, in respect of 81,144,271 Huntsworth Shares (representing approximately 21.92 per cent. of existing issued ordinary share capital of Huntsworth) as at 2 March 2020, being the Business Day prior to this announcement.

In total therefore, Bidco has procured irrevocable undertakings and letters of intent to vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Acquisition at the Huntsworth General Meeting (or in the event that the Acquisition is implemented by a Takeover Offer, to accept or procure acceptance of such Takeover Offer), including those from the Huntsworth Directors in respect of, in aggregate, 135,829,555 Huntsworth Shares (representing approximately 36.70 per cent. of existing issued ordinary share capital of Huntsworth) as at 2 March 2020, being the Business Day prior to this announcement.

Further details of these irrevocable undertakings are set out in Appendix 3 to this announcement.

7. Information relating to Bidco and CD&R

Bidco is a private limited company recently incorporated in England & Wales formed for the sole purpose of making the Acquisition and is an affiliated company of CD&R. As at the date of this announcement, the entire issued share capital is indirectly owned by CD&R Fund X.

Bidco has not traded since incorporation, nor has it entered into any obligations other than in connection with the Acquisition.

The current directors of Bidco are Eric Rouzier and Romain Dutartre.

CD&R was established in 1978 and acts as an adviser to Clayton, Dubilier & Rice, LLC, the manager of the CD&R private equity funds for investment opportunities across North America and Europe. CD&R focuses on market-leading businesses in the consumer/retail, healthcare, industrial, and services sectors.

8. Information relating to Huntsworth

Huntsworth is an international healthcare and communications group. Its principal area of focus is Health, which provides marketing and medical communication services and immersive experiences to healthcare clients, which are primarily large and mid-size pharmaceutical and biotech companies. It also has a smaller Communications group, which provides a wide range of communications and advisory services including strategic communications, public affairs, investor relations and consumer marketing.

Huntsworth is listed on the London Stock Exchange (LSE: HNT).

9. Directors, management, employees, pensions, research and development and locations

Bidco's strategic plans for Huntsworth

As set out in paragraph 3 (Background to and reasons for the Acquisition) above, Bidco believes that Huntsworth's focus on Medical Communications and Healthcare Marketing Services, large and diverse client portfolio, and operating efficiency have produced a strong financial track record and a robust balance sheet and financial position. As key drivers of the business's performance, Bidco values Huntsworth's strong brands and culture and attaches great importance to the skills and experience of the existing management and employees of Huntsworth.

Bidco believes that, under private ownership and supported by CD&R's expertise, Huntsworth would be better able to capitalise on the growth and investment opportunities available in its core markets. Bidco will actively monitor these additional opportunities and pursue them where appropriate.

Existing employment rights and pensions

Bidco expects that the existing personnel of Huntsworth will continue to contribute to the success of Huntsworth following completion of the Acquisition. Building on its current strategy, Bidco will support the management team of Huntsworth in executing strategic acquisitions to enhance its platform, and does not intend to initiate any material headcount reductions within the current Huntsworth organisation as a result of the Acquisition.

Bidco confirms that, following the completion of the Acquisition, the existing contractual and statutory employment rights, including in relation to pensions, of all Huntsworth management and employees will be fully safeguarded in accordance with applicable law. Bidco does not intend to make any material change to the conditions of employment or in the balance of skills and functions of the employees and management of Huntsworth.

It is expected that, upon completion of the Acquisition, each of the non-executive directors of the Huntsworth Board will resign from their office as a director of Huntsworth (with a payment in lieu of notice in respect of their notice periods).

Management incentivisation arrangements

Following completion of the Acquisition, Bidco intends to review the management, governance and incentive structure of Huntsworth. Bidco has not entered into any form of incentivisation or any other arrangements with members of Huntsworth's management nor has it had discussions about the terms of any such incentivisation or arrangement. It intends to enter into such discussions for certain members of the Huntsworth management team and put in place appropriate arrangements for management of Huntsworth following completion of the Acquisition.

Headquarters, locations, fixed assets and research and development

Following the Acquisition, Bidco does not intend to initiate any material restructurings or changes in the location or functions of Huntsworth's headquarters or with regard to Huntsworth's operations and places of business.

No changes are envisaged with respect to the redeployment of Huntsworth's fixed asset base and, to Bidco's knowledge, Huntsworth has no research and development function.

Rule 19.5 of the Takeover Code

No statements in this paragraph 9 (Directors, management, employees, pensions, research and development and locations) are "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code.

10. Financing of the Acquisition

The Cash Consideration payable by Bidco to Huntsworth Shareholders pursuant to the Acquisition will be financed from a combination of equity to be invested by CD&R Fund X and debt to be provided under a term loan facility of $295 million and revolving credit facility of £35 million provided by Royal Bank of Canada.

BofA Securities, as financial adviser to Bidco and Calpyso, is satisfied that sufficient resources are available to Bidco to satisfy in full the Cash Consideration payable to Huntsworth Shareholders under the terms of the Acquisition.

Further information on the financing of the Acquisition will be set out in the Scheme Document.

11. Huntsworth Share Plans

All options and awards under the Huntsworth Share Plans which are unvested at the time of the Sanction Hearing will vest when the Court sanctions the Scheme in accordance with their terms. Options that vest under the Huntsworth Share Plans will be exercisable in accordance with their terms for up to a maximum of six months following the Court sanction of the Scheme. Unexercised options will lapse at the end of that period.

Participants in the Huntsworth Share Plans will be contacted regarding the effect of the Acquisition on their options and awards under the Huntsworth Share Plans and appropriate proposals, where required, will be made to such participants in due course. Details of the proposals will be set out in the Scheme Document and in separate letters to be sent to participants in the Huntsworth Share Plans.

The Scheme will extend to any Huntsworth Shares which are unconditionally allotted or issued at or before the Scheme Record Time, including those allotted or issued to satisfy the exercise of options or vesting of awards under the Huntsworth Share Plans.

The Scheme will not extend to Huntsworth Shares issued after the Scheme Record Time. However, it is proposed to amend Huntsworth's articles of association at the Huntsworth General Meeting to provide that, if the Acquisition becomes Effective, any Huntsworth Shares issued to any person other than Bidco or its nominees after the Scheme Record Time (including to satisfy the exercise of options under the Huntsworth Share Plans) will be automatically transferred to Bidco or its nominees in consideration for the payment by Bidco to such persons of an amount equal to the Cash Consideration available under the terms of the Acquisition for each Huntsworth Share so transferred. The provisions of the articles of association (as amended) will avoid any person (other than Bidco and its nominees) holding shares in the capital of Huntsworth after the Effective Date.

The vesting of awards and exercise of options under the Huntsworth Share Plans will be satisfied using Huntsworth Shares held in the Huntsworth Employee Benefit Trust in the first instance and to the extent there is a shortfall, using newly issued Huntsworth Shares.

Huntsworth intends to grant awards under the Huntsworth Long Term Incentive Plan 2016 (the "LTIP") shortly following the date of this announcement over a maximum of 2,978,990 Huntsworth Shares (the "Maximum"). Huntsworth has agreed that, subject always to the Maximum, the number of Huntsworth Shares subject to these new awards shall be calculated by dividing the monetary value of each award disclosed by Huntsworth to Bidco by the closing mid-market price of a Huntsworth Share on the day immediately before the award date and that the awards shall be granted subject to and in accordance with the rules of the LTIP.

12. Deferred Shares

Huntsworth has in issue 212,012,343 Deferred Shares. The Deferred Shares are not listed on any exchange and effectively have no rights, in particular they do not confer on their holders any right to any dividend or distribution nor the right to receive notice of, attend, speak or vote at general meetings of Huntsworth (unless a resolution to wind up Huntsworth or to vary or abrogate the rights attaching to the Deferred Shares is proposed) and are transferrable only with the consent of the Huntsworth Directors. The Deferred Shares will not form part of the Acquisition and the Scheme.

Bidco and Huntsworth intend for the Deferred Shares to be cancelled on or shortly following the Effective Date. Further details will be included in the Scheme Document.

13. Offer-related arrangements

Confidentiality Agreement

On 7 February 2020, CD&R and Huntsworth entered into a confidentiality agreement (the "Confidentiality Agreement") in relation to the Acquisition, pursuant to which, amongst other things, CD&R has undertaken to keep confidential information relating to Huntsworth and to the Acquisition and not to disclose it to third parties (with certain exceptions). These confidentiality obligations will remain in force until the second anniversary of the date of the Confidentiality Agreement (except in certain limited circumstances). The Confidentiality Agreement contains standstill provisions which restricted CD&R from acquiring or seeking to acquire interests in certain securities of Huntsworth; with those restrictions ceasing to apply upon the release of this announcement. The Confidentiality Agreement contains provisions pursuant to which CD&R has agreed not to solicit certain employees of Huntsworth's Group, subject to customary carve-outs, for a period of 12 months from the date of the Confidentiality Agreement.

Cooperation Agreement

On or around the date of this announcement, Bidco and Huntsworth entered into a cooperation agreement (the "Cooperation Agreement").

The Cooperation Agreement records Bidco's and Huntsworth's intention to implement the Acquisition by way of the Scheme. However, Bidco may implement the Acquisition by way of a Takeover Offer: (i) where Huntsworth consents; (ii) where an announcement is made of a possible intention or a firm intention by a third party to make an offer for Huntsworth; (iii) the board of Huntsworth withdraws, adversely qualifies or adversely modifies its recommendation of (or intention to recommend) the Acquisition; and (iv) in circumstances where (A) Bidco agrees not to invoke, without Huntsworth's consent, the acceptance condition prior to the earlier of (i) the satisfaction of the Conditions set out in paragraph 3 of Part A of Appendix 1 of this announcement (the "Antitrust Conditions"); and (ii) the Long Stop Date; and (B) if at the time the acceptance condition is satisfied any of the Antitrust Conditions are outstanding, Bidco agrees either to waive the relevant Antitrust Condition(s) or seek an extension from the Panel under Rule 31.7 of the Takeover Code, provided that Bidco is not required to seek an extension beyond the Long Stop Date. Bidco has also agreed that, for a period of six years after the Effective Date, it shall honour Huntsworth's existing obligations to indemnify Huntsworth's current directors and officers, and it shall procure directors' and officers' liability insurance for current and former Huntsworth Directors in the form of run-off insurance.

14. Scheme process and Conditions to the Acquisition

It is intended that the Acquisition shall be implemented by way of a Court-sanctioned scheme of arrangement between Huntsworth and the Huntsworth Shareholders under Part 26 of the Companies Act. Bidco reserves the right to effect the Acquisition by way of a Takeover Offer, subject to the consent of the Panel and the terms of the Cooperation Agreement.

The effect of the Scheme is to provide for Bidco to become the holder of the entire issued and to be issued ordinary share capital of Huntsworth. This is to be achieved by the transfer of the Huntsworth Shares to Bidco, in consideration for which the Huntsworth Shareholders who are on the register of members at the Scheme Record Time shall receive the Cash Consideration on the basis set out in paragraph 2 (The Acquisition) of this announcement.

To become Effective, the Scheme requires, among other things:

· the approval of a majority in number of the Huntsworth Shareholders who are present and vote, whether in person or by proxy, at the Court Meeting and who represent not less than 75 per cent. in value of the Huntsworth Shares voted by those Huntsworth Shareholders;

· the passing of the resolutions necessary to implement the Acquisition at the Huntsworth General Meeting (which will require the approval of Huntsworth Shareholders representing at least 75 per cent. of the votes cast at the Huntsworth General Meeting either in person or by proxy);

· receipt of clearances or relevant waiting periods having expired as applicable under the merger control regimes in Austria, Russia and the United States; and

· the sanction of the Scheme by the Court and, following such sanction, the delivery of a copy of the Court Order to the Registrar of Companies.

The Conditions in paragraph 2 of Appendix 1 to this announcement provide that the Scheme will lapse if:

· the Court Meeting and the Huntsworth General Meeting are not held by the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and Huntsworth);

· the Sanction Hearing to approve the Scheme is not held by the 22nd day after the expected date of such hearing to be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and Huntsworth); and

· the Scheme does not become Effective by 11.59 p.m. on the Long Stop Date,

provided however that the deadlines for the timing of the Court Meeting, the Huntsworth General Meeting and the Sanction Hearing as set out above may be waived by Bidco, and the Long Stop Date may be extended by agreement between Huntsworth, Bidco and the Panel and the Court.

If any Condition in paragraph 2 of Appendix 1 to this announcement is not capable of being satisfied by the date specified therein, Bidco shall make an announcement through a Regulatory Information Service as soon as practicable and, in any event, by not later than 7.00 a.m. on the Business Day following the date so specified, stating whether Bidco has invoked that Condition, (where applicable) waived that Condition or, with the agreement of Huntsworth, specified a new date by which that Condition must be satisfied.

Once the necessary approvals from Huntsworth Shareholders have been obtained and the other Conditions have been satisfied or (if applicable) waived and the Scheme has been approved by the Court, the Scheme will become Effective upon delivery of the Court Order to the Registrar of Companies.

Upon the Scheme becoming Effective: (i) it shall be binding on all Huntsworth Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the Huntsworth General Meeting (and if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of Huntsworth Shares will cease to be valid and entitlements to Huntsworth Shares held within the CREST System will be cancelled.

It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and Huntsworth General Meeting, together with the associated forms of proxy, will be posted to Huntsworth Shareholders within 28 days of this announcement (or such later time as Huntsworth, Bidco and the Panel agree) and the Huntsworth Meetings are expected to be held as soon as practicable thereafter.

The Acquisition is currently expected to complete during the second quarter of 2020, subject to approval of Huntsworth Shareholders, receipt of clearances or relevant waiting periods having expired as applicable under the merger control regimes in Austria, Russia and the United States, the sanction of the Scheme by the Court and the satisfaction or (where capable of waiver) the waiver of the other Conditions. An expected timetable of key events relating to the Acquisition will be provided in the Scheme Document.

15. Delisting, cancellation of trading and re‑registration

It is intended that the London Stock Exchange and the FCA will be requested respectively to cancel trading in Huntsworth Shares on the London Stock Exchange's market for listed securities and the listing of the Huntsworth Shares on the premium segment of the Official List on or shortly after the Effective Date.

The last day of dealings in Huntsworth Shares on the Main Market of the London Stock Exchange is expected to be the date of the Sanction Hearing and no transfers will be registered after 6.00 p.m. (London time) on that date.

It is intended that Huntsworth be re‑registered as a private limited company as soon as practicable on or following the Effective Date.

16. Disclosure of interests in Huntsworth securities

As at the close of business on 2 March 2020 (being the last Business Day prior to the date of this announcement), save as disclosed in this announcement, neither Bidco, nor any of its directors, nor, so far as Bidco is aware, any person acting in concert (within the meaning of the Takeover Code) with it or them for the purposes of the Acquisition: (i) had any interest in or right to subscribe for or had borrowed or lent any Huntsworth Shares or securities convertible or exchangeable into Huntsworth Shares, or (ii) had any short positions in respect of relevant securities of Huntsworth (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, or (iii) has borrowed or lent any relevant securities of Huntsworth (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code) save for any borrowed shares which have been either on-lent or resold, or (iv) is a party to any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Takeover Code.

It has not been practicable for Bidco to make enquiries of all of its concert parties in advance of the release of this announcement. Therefore, if Bidco becomes aware, following the making of such enquiries, that any of its concert parties have any additional interests in the relevant securities of Huntsworth, all relevant details in respect of Bidco's concert parties will be included in Bidco's Opening Position Disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Takeover Code which must be made on or before 12 noon (London time) on 17 March 2020.

17. Documents

Copies of the following documents will be available promptly on CD&R's and Huntsworth's websites, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at https://www.cdr-inc.com/project-hunter and https://www.huntsworth.com/news/offer-from-cdr-inc respectively and in any event by no later than 12 noon (London time) on the Business Day following the publication of this announcement:

(a) this announcement;

(b) the Confidentiality Agreement;

(c) the Cooperation Agreement;

(d) the irrevocable undertakings referred to in paragraph 6 (Irrevocable undertakings and letters of intent) above; and

(e) the documents relating to the financing of the Acquisition referred to in paragraph 10 (Financing of the Acquisition) above.

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

18. General

The Acquisition will be on the terms and subject to the Conditions set out in Appendix 1, and to be set out in full in the Scheme Document. The bases and sources of certain financial information contained in this announcement are set out in Appendix 2. A summary of the irrevocable undertakings given in relation to the Acquisition is contained in Appendix 3. Certains terms used in this announcement are defined in Appendix 4.

The Huntsworth Shares will be acquired pursuant to the Acquisition with full title guarantee, fully paid and free from all liens, charges, equities, encumbrances, rights of pre emption and any other interests of any nature whatsoever and together with all rights attaching thereto, including without limitation voting rights and the right to receive and retain in full all dividends and other distributions (if any) announced, declared, made or paid or any other return of value with a record date on or after the Scheme Record Time.

This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities.

Enquiries:

Clifford Chance LLP is acting as legal adviser to Bidco and CD&R. Pinsent Masons LLP is acting as legal adviser to Huntsworth.

Further information

Merrill Lynch International ("BofA Securities"), which is authorised by the PRA and regulated by the Financial Conduct Authority and the PRA in the United Kingdom, is acting exclusively as financial adviser for Bidco and CD&R and for no one else and will not be responsible to anyone other than Bidco and CD&R for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement. Neither BofA Securities, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of BofA Securities in connection with this announcement, any statement contained herein or otherwise. BofA Securities has given, and not withdrawn, its consent to the inclusion in this announcement of the references to its name in the form and context in which they appear.

Houlihan Lokey EMEA, LLP ("Houlihan Lokey"), which is authorised and regulated by the UK Financial Conduct Authority, is acting exclusively for Bidco and CD&R and for no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Bidco and CD&R for providing the protections afforded to its clients or for providing advice in relation to such matters. Neither Houlihan Lokey nor any of its affiliates (nor any of their respective directors, officers, employees or agents), owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Houlihan Lokey in connection with this announcement, any statement contained herein or otherwise. Houlihan Lokey has given, and not withdrawn, its consent to the inclusion in this announcement of the references to its name in the form and context in which they appear.

RBC Capital Markets is the trading name for RBC Europe Limited, which is authorised by the PRA and regulated by the FCA and the PRA and is a subsidiary of Royal Bank of Canada. RBC Capital Markets is acting exclusively for Bidco and CD&R and for no one else in connection with the Offer and will not be responsible to anyone other than Bidco and CD&R for providing the protections afforded to its clients nor for providing advice in relation to the Offer or any other matters referred to in this announcement. Neither RBC Capital Markets, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of RBC Capital Markets in connection with this announcement, any statement contained herein or otherwise. RBC Capital Markets has given, and not withdrawn, its consent to the inclusion in this announcement of the references to its name in the form and context in which they appear.

N.M. Rothschild and Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser to Huntsworth and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Huntsworth for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with any matter referred to herein. Neither Rothschild & Co nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with this announcement, any statement contained herein, the Acquisition or otherwise. Rothschild & Co has given, and not withdrawn, its consent to the inclusion of its advice in this announcement in the form and context in which it is included.

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any acceptance or other response to the Acquisition should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document).

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

This announcement has been prepared in accordance with English law, the Takeover Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

The Acquisition will be subject to, amongst other things, the applicable requirements of the Takeover Code, the Panel, the LSE and the FCA.

Overseas Shareholders

The availability of the Acquisition to Huntsworth Shareholders who are not resident in and citizens of the United Kingdom 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. In particular, the ability of persons who are not resident in the United Kingdom to vote their Huntsworth Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. 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. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will 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 and no person may vote in favour of the Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Notice to US investors in Huntsworth

The Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Securities Exchange Act of 1934 (the "US Exchange Act"). Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this announcement has been prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

If, in the future, Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, which is to be made into the US, such Takeover Offer will be made in compliance with the applicable US laws and regulations, including Section 14(e) and Regulation 14E under the US Exchange Act.

It may be difficult for US holders of Huntsworth Shares to enforce their rights and any claim arising out of the US federal laws, since Bidco and Huntsworth are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Huntsworth Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the Acquisition, or determined if this announcement is accurate or complete. Any representation to the contrary is a criminal offence in the US.

US Huntsworth Shareholders also should be aware that the transaction contemplated herein may have tax consequences in the US and, that such consequences, if any, are not described herein. US Huntsworth Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.

In accordance with, and to the extent permitted by, the Takeover Code and normal UK market practice, BofA Securities, Houlihan Lokey and their respective affiliates may continue to act as exempt principal traders or exempt market makers in Huntsworth Shares on the London Stock Exchange and will engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law, as permitted by Rule 14e-5(b)(9) under the US Exchange Act. In addition, in compliance with the Takeover Code and to the extent permitted under Rule 14e-5(b) under the US Exchange Act, Bidco, certain affiliated companies or their respective nominees, or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Huntsworth securities other than pursuant to the Acquisition, either in the open market at prevailing prices or through privately negotiated purchases at negotiated prices outside the United States until the date on which the Scheme becomes Effective, lapses or is otherwise withdrawn (or, if the Acquisition is implemented by way of a Takeover Offer, before or during the period in which such Takeover Offer would remain open for acceptance). To the extent required by Rule 14e-5(b)(12), such purchases, or arrangements to purchase, must comply with English law, the Takeover Code and the Listing Rules. Any information about such purchases will be disclosed to the Takeover Panel and, to the extent that such information is required to be publicly disclosed in the United Kingdom in accordance with applicable regulatory requirements, will be made available to all investors (including US investors) via the Regulatory Information Service on the London Stock Exchanges website, www.londonstockexchange.com.

Forward looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Bidco and Huntsworth contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco and Huntsworth about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on Bidco and Huntsworth (including their future prospects, developments and strategies), the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "strategy", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although Bidco and Huntsworth believe that the expectations reflected in such forward-looking statements are reasonable, Bidco and Huntsworth can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; future market conditions, changes in general economic and business conditions, the behaviour of other market participants, the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which Bidco and Huntsworth operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which Bidco and Huntsworth operate and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither Bidco nor Huntsworth, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place any reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations, neither Bidco nor Huntsworth is under any obligation, and Bidco and Huntsworth expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% 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 Takeover Code, any person who is, or becomes, interested in 1% 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(s), 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 Takeover 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.

Publication on a website

This announcement and the documents required to be published pursuant to Rule 26.1 of the Takeover Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on CD&R's website at https://www.cdr-inc.com/project-hunter and on Huntsworth's website at https://www.huntsworth.com/news/offer-from-cdr-inc promptly and in any event by no later than 12 noon (London time) on the Business Day following the publication of this announcement. The content of the websites referred to in this announcement is not incorporated into and does not form part of this announcement.

No profit forecasts, estimates or quantified benefits statements

Nothing in this announcement is intended, or is to be construed, as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Huntsworth for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Huntsworth.

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, Huntsworth Shareholders, persons with information rights and participants in the Huntsworth Share Plans may request a hard copy of this announcement by contacting Huntsworth's registrars, Computershare Investor Services PLC, during business hours on 0370 707 1048 or at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ (or +44 (0)370 707 1048 from abroad). For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

Electronic Communications

Please be aware that addresses, electronic addresses and certain other information provided by Huntsworth Shareholders, persons with information rights and other relevant persons for the receipt of communications from Huntsworth may be provided to Bidco during the offer period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c).

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.

Rule 2.9 of the Takeover Code

For the purposes of Rule 2.9 of the Takeover Code, Huntsworth confirms that, as at 2 March 2020, it had in issue 370,102,999 ordinary shares of 1 penny each. The ISIN for the shares is GB00B0CRWK29.

Appendix 1CONDITIONS AND FURTHER TERMS OF THE Acquisition

Part A: Conditions to the Scheme and Acquisition

1. The Acquisition will be conditional upon the Scheme becoming unconditional and effective, subject to the provisions of the Takeover Code, by no later than 11.59 p.m. on the Long Stop Date.

Scheme approval

2. The Scheme will be subject to the following Conditions:

(a) (i) its approval by a majority in number of the Scheme Shareholders who are on the register of members of Huntsworth at the Voting Record Time and who are present and voting, whether in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court (or any adjournment thereof) and who represent 75 per cent. or more in value of the Scheme Shares voted by those Scheme Shareholders, and (ii) such Court Meeting being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and Huntsworth (and that the Court may allow));

(b) (i) the resolutions required to implement the Scheme being duly passed at the Huntsworth General Meeting (or any adjournment thereof) and (ii) such Huntsworth General Meeting being held on or before the 22nd day after the expected date of the Huntsworth General Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and Huntsworth (and that the Court may allow)); and

(c) (i) the sanction of the Scheme by the Court (with or without modification (but subject to such modification being acceptable to Bidco and Huntsworth)) and the delivery of a copy of the Court Order to the Registrar of Companies; and (ii) the Sanction Hearing being held on or before the 22nd day after the expected date of the Sanction Hearing to be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and Huntsworth (and that the Court may allow)).

Other conditions

3. Subject to the requirements of the Panel, the Acquisition will also be conditional upon the following conditions and, accordingly, the necessary actions to make the Scheme Effective will not be taken unless the following Conditions (as amended if appropriate) have been satisfied or, where capable of waiver, waived:

Antitrust

(a) Austria

The occurrence of one of the following events:

(i) the expiry of the four or six week waiting period pursuant to s.11 paragraph 1, 1a of the Austrian Cartel Act 2005 without either of the Statutory Parties therein defined (being the Federal Cartel Authority and the Federal Cartel Attorney) having requested an in depth examination of the Acquisition by the Cartel Court (Kartellgericht); or

(ii) the waiver during the said four week or six week period by the said Statutory Parties of their right to request an examination of the Acquisition pursuant to s.11 paragraph 4 of the Austrian Cartel Act 2005; or

(iii) if applicable, the termination (Einstellung) of the in-depth examination of the Acquisition or the validity of a decision with which the Cartel Court (Kartellgericht) (a) has rejected the request for an in depth examination or (b) did not prohibit the Acquisition;

(b) Russia

The Federal Antimonopoly Service of Russia having granted clearance, whether unconditionally or subject to conditions, in connection with the Acquisition in accordance with Federal Law No. 135 On Protection of Competition, dated 26 July 2006;

(c) US

Any applicable waiting period (including any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended) and the regulations made thereunder relating to the Acquisition has expired or been terminated,

provided that Bidco shall not be obliged to accept or offer any conditions and / or remedies that do not apply to Huntsworth or the Wider Huntsworth Group in order to satisfy any of Conditions 3(a) to 3(c) (inclusive);

Other Third Party clearances

(d) other than in respect of Conditions 3(a) to 3(c) (inclusive) above, no central bank, government or governmental, quasi‑governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee representative body or any other body or person whatsoever in any jurisdiction (each a "Third Party") having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:

(i) make the Acquisition, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider Huntsworth Group by any member of the Wider Bidco Group void, voidable, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise directly or indirectly prevent, prohibit, or materially restrain, restrict, impede, challenge, delay or otherwise materially interfere with the approval or implementation of, or impose additional material conditions or obligations with respect to, the Acquisition or any matter arising from the Acquisition or proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider Huntsworth Group by any member of the Wider Bidco Group or require a material amendment of the Scheme;

(ii) require, prevent or delay the divestiture or alter the terms envisaged for such divestiture by any member of the Wider Bidco Group or by any member of the Wider Huntsworth Group of all or any part of their respective businesses, assets or properties or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their respective assets or properties (or any part thereof) in each such case to an extent which is material in the context of the Wider Bidco Group taken as a whole;

(iii) impose any limitation on, or result in a delay in, the ability of any member of the Wider Bidco Group directly or indirectly to acquire or hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in Huntsworth (or any member of the Wider Huntsworth Group) or on the ability of any member of the Wider Huntsworth Group or any member of the Wider Bidco Group directly or indirectly to hold or exercise effectively any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise management control over, any member of the Wider Huntsworth Group to an extent, in each such case, which is material in the context of the Wider Bidco Group;

(iv) other than pursuant to the implementation of the Scheme or, if applicable, sections 974 to 991 of the Companies Act, require any member of the Wider Bidco Group or the Wider Huntsworth Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Huntsworth Group or any asset owned by any third party which is material in the context of the Wider Bidco Group;

(v) require, prevent or materially delay a divestiture by any member of the Wider Bidco Group of any shares or other securities (or the equivalent) in any member of the Wider Huntsworth Group;

(vi) result in any member of the Wider Huntsworth Group ceasing to be able to carry on business under any name under which it presently carries on business;

(vii) impose any limitation on the ability of any member of the Wider Bidco Group or any member of the Wider Huntsworth Group to conduct, integrate or co‑ordinate all or any part of their respective businesses with all or any part of the business of any other member of the Wider Bidco Group and/or the Wider Huntsworth Group in a manner which is materially adverse to the Wider Bidco Group and/or the Wider Huntsworth Group taken as a whole, or in the context of the Acquisition; or

(viii) except as Disclosed, otherwise affect the business, assets, value, profits, prospects or operational performance of any member of the Wider Huntsworth Group and/or the Wider Bidco Group in a manner which is materially adverse to any members of the Wider Bidco Group and/or the Wider Huntsworth Group taken as a whole, or in the context of the Acquisition;

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Acquisition or proposed acquisition of any Huntsworth Shares or otherwise intervene having expired, lapsed, or been terminated;

(e) no undertakings or assurances being sought from Bidco, any member of the Wider Bidco Group or any member of the Wider Huntsworth Group by the Secretary of State or any other Third Party, except on terms satisfactory to Bidco;

(f) other than in respect of Conditions 3(a) to 3(c) (inclusive) above, all notifications, filings or applications which are deemed by Bidco to be necessary or appropriate having been made in connection with the Acquisition and all necessary waiting and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in each case with respect to the Acquisition and all Authorisations which are deemed by Bidco to be necessary or appropriate in any jurisdiction for or in respect of the Acquisition or the proposed acquisition of any shares or other securities in, or control of, Huntsworth by any member of the Wider Bidco Group having been obtained in terms and in a form reasonably satisfactory to Bidco from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Huntsworth Group or the Wider Bidco Group has entered into contractual arrangements and all such Authorisations which are deemed by Bidco to be necessary or appropriate to carry on the business of any member of the Wider Huntsworth Group in any jurisdiction having been obtained in each case where the direct consequence of a failure to make such notification or filing or to wait for the expiry, lapse or termination of any such waiting or other time period or to comply with such obligation or obtain such Authorisation would be unlawful in any relevant jurisdiction or have a material adverse effect on the Wider Huntsworth Group, any member of the Wider Bidco Group or the ability of Bidco to implement the Scheme and all such Authorisations remaining in full force and effect at the time at which the Scheme becomes otherwise unconditional in all respects and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

(g) no temporary restraining order, preliminary or permanent injunction, preliminary or permanent enjoinment, or other order issued and being in effect by a court or other Third Party which has the effect of making the Acquisition or any acquisition or proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider Huntsworth Group by any member of the Wider Bidco Group, or the implementation of either of them, void, voidable, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise directly or indirectly prohibiting, preventing, restraining, restricting, delaying or otherwise interfering with the completion or the approval of the Acqusition or any matter arising from the proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider Huntsworth Group by any member of the Wider Bidco Group;

Confirmation of absence of adverse circumstances

(h) except as Disclosed, there being no provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Huntsworth Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject or any event or circumstance which, as a consequence of the Acquisition or the proposed acquisition by any member of the Wider Bidco Group of any shares or other securities in Huntsworth or because of a change in the control or management of any member of the Wider Huntsworth Group or otherwise, would or might reasonably be expected to result in, and in each case to an extent which is material in the context of the Wider Huntsworth Group taken as a whole:

(i) any monies borrowed by, or any other indebtedness, actual or contingent of, or any grant available to, any member of the Wider Huntsworth Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) the rights, liabilities, obligations, interests or business of any member of the Wider Huntsworth Group or any member of the Wider Bidco Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider Huntsworth Group or any member of the Wider Bidco Group in or with any other firm or company or body or person (or any agreement or arrangement relating to any such business or interests) being or becoming capable of being terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(iii) any member of the Wider Huntsworth Group ceasing to be able to carry on business under any name under which it presently carries on business;

(iv) any assets or interests of, or any asset the use of which is enjoyed by, any member of the Wider Huntsworth Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider Huntsworth Group otherwise than in the ordinary course of business;

(v) save in the ordinary course of business, the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider Huntsworth Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen), becoming enforceable;

(vi) the business, assets, value, financial or trading position, profits, prospects or operational performance of any member of the Wider Huntsworth Group being prejudiced or adversely affected;

(vii) the creation or acceleration of any liability (actual or contingent) by any member of the Wider Huntsworth Group other than trade creditors or other liabilities incurred in the ordinary course of business; or

(viii) any liability of any member of the Wider Huntsworth Group to make any severance, termination, bonus or other payment to any of its directors or other officers;

No material transactions, claims or changes in the conduct of the business of the Huntsworth Group

(i) except as Disclosed, no member of the Wider Huntsworth Group having since 31 December 2019:

(i) save as between Huntsworth and its wholly‑owned subsidiaries or between such wholly‑owned subsidiaries and save for the issue or transfer out of treasury of Huntsworth Shares on the exercise of options or vesting of awards granted in the ordinary course under the Huntsworth Share Plans, issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Huntsworth Shares out of treasury;

(ii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus issue, dividend or other distribution (whether payable in cash or otherwise) other than to Huntsworth or one of its wholly‑owned subsidiaries;

(iii) save as between Huntsworth and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, merged with (by statutory merger or otherwise) or demerged from or acquired any body corporate, partnership or business or acquired or disposed of, or, other than in the ordinary course of business, transferred, mortgaged or charged or created any security interest over, any assets or any right, title or interest in any asset (including shares and trade investments) or authorised, proposed or announced any intention to do so, in each case to an extent which is material in the context of the Wider Huntsworth Group taken as a whole;

(iv) save as between Huntsworth and its wholly‑owned subsidiaries or between such wholly‑owned subsidiaries, made, authorised, proposed or announced an intention to propose any change in its loan capital;

(v) issued, authorised or proposed or announced an intention to authorise or propose the issue of, or made any change in or to the terms of, any debentures or (save in the ordinary course of business and save as between Huntsworth and its wholly‑owned subsidiaries or between such wholly‑owned subsidiaries) incurred or increased any indebtedness or become subject to any contingent liability to an extent which is material in the context of the Wider Huntsworth Group taken as a whole;

(vi) entered into, varied, authorised or proposed entry into or variation of, or announced its intention to enter into or vary, any contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, unusual or onerous nature, or which involves or could reasonably be expected to involve an obligation of a nature or magnitude which is, in any such case, material in the context of the Wider Huntsworth Group (taken as a whole) or in the context of the Acquisition or which is or is reasonably likely to be restrictive on the business of any member of the Wider Huntsworth Group to an extent which is, or is reasonably likely to be, material in the context of the Wider Huntsworth Group taken as a whole or in the context of the Acquisition;

(vii) entered into any licence or other disposal of intellectual property rights of any member of the Wider Huntsworth Group which are material in the context of the Wider Huntsworth Group and outside the normal course of business;

(viii) entered into, varied, authorised or proposed entry into or variation of, or announced its intention to enter into or vary to a material extent the terms of or made any offer (which remains open for acceptance) to enter into or materially vary the terms of, any contract, commitment, arrangement or any service agreement with any director or senior executive of the Wider Huntsworth Group save for salary increases, bonuses or variations of terms in the ordinary course of business and consistent with past practice;

(ix) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme, or other benefit relating to the employment or termination of employment of any employee of the Wider Huntsworth Group which are material in the context of the Wider Huntsworth Group taken as a whole;

(x) (I) proposed, made or agreed to any significant change to: (a) the terms of the trust deeds, rules, policy or other governing documents constituting any pension scheme or other retirement or death benefit arrangement established for the directors, former directors, employees or former employees of any entity in the Wider Huntsworth Group or their dependants and established by a member of the Wider Huntsworth Group (a "Relevant Pension Plan"); (b) the basis on which benefits accrue, pensions which are payable or the persons entitled to accrue or be paid benefits, under any Relevant Pension Plan; (c) the basis on which the liabilities of any Relevant Pension Plan are funded or valued; (d) the manner in which the assets of any Relevant Pension Plan are invested; (e) the basis or rate of employer contribution to a Relevant Pension Plan; or (II) entered into or propose to enter into one or more bulk annuity contracts in relation to any Relevant Pension Plan; or (III) carried out any act: (a) which would or could reasonably be expected to lead to the commencement of the winding up of any Relevant Pension Plan; (b) which would or might create a material debt owed by an employer to any Relevant Pension Plan; (c) which would or might accelerate any obligation on any employer to fund or pay additional contributions to any Relevant Pension Plan; or (d) which would or might give rise directly or indirectly to a liability in respect of a Relevant Pension Plan arising out of the operation of sections 38 to 56 inclusive of the Pensions Act 2004 in relation to a Relevant Pension Plan;

(xi) changed the trustee or trustee directors or other fiduciary of any Relevant Pension Plan;

(xii) entered into, implemented or effected, or authorised, proposed or announced its intention to implement or effect, any joint venture, asset or profit sharing arrangement, partnership, composition, assignment, reconstruction, amalgamation, commitment, scheme or other transaction or arrangement (other than the Scheme) otherwise than in the ordinary course of business;

(xiii) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect of the matters mentioned in sub‑paragraph (i) above, made any other change to any part of its share capital;

(xiv) other than with respect to claims between Huntsworth and its wholly-owned subsidiaries (or between such subsidiaries), waived, compromised or settled any claim otherwise than in the ordinary course of business;

(xv) made any material alteration to its articles of association or other constitutional documents (in each case, other than in connection with the Scheme);

(xvi) (other than in respect of a member of the Wider Huntsworth Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding‑up (voluntary or otherwise), dissolution, reorganisation or for the appointment of any administrator, receiver, manager, administrative receiver, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed, in each case which is material in the context of the Wider Huntsworth Group;

(xvii) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(xviii) entered into any contract, commitment, agreement or arrangement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this condition;

(xix) terminated or varied the terms of any agreement or arrangement between any member of the Wider Huntsworth Group and any other person in a manner which would or might be expected to have a material adverse effect on the financial position of the Wider Huntsworth Group taken as a whole; or

(xx) having taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of Huntsworth Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code;

No material adverse change

(j) since 31 December 2019, and except as Disclosed, there having been:

(i) no adverse change and no circumstance having arisen which would be expected to result in any adverse change or deterioration in the business, assets, value, financial or trading position, profits, prospects or operational performance of any member of the Wider Huntsworth Group to an extent which is material to the Wider Huntsworth Group taken as a whole or is material in the context of the Acquisition;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings including, without limitation, with regard to intellectual property rights used by the Wider Huntsworth Group having been threatened, announced or instituted by or against or remaining outstanding against any member of the Wider Huntsworth Group or to which any member of the Wider Huntsworth Group is or may become a party (whether as claimant or defendant or otherwise) and no enquiry, review, investigation or enforcement proceedings by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Huntsworth Group having been threatened, announced or instituted by or against, or remaining outstanding in respect of, any member of the Wider Huntsworth Group which, in any such case, has had or might reasonably be expected to have a material adverse effect on the Wider Huntsworth Group taken as a whole or is material in the context of the Acquisition;

(iii) no contingent or other liability having arisen, increased or become apparent which is reasonably likely to adversely affect the business, assets, financial or trading position, profits, prospects or operational performance of any member of the Wider Huntsworth Group to an extent which is material to the Huntsworth Group taken as a whole or is material in the context of the Acquisition;

(iv) no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Huntsworth Group, which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which has had or might reasonably be expected to have a material adverse effect on the Wider Huntsworth Group taken as a whole or is material in the context of the Acquisition; and

(v) no member of the Wider Huntsworth Group having conducted its business in material breach of any applicable laws and regulations which in any case is material in the context of the Wider Huntsworth Group taken as a whole or in the context of the Acquisition.

(k) since 31 December 2019, and except as Disclosed, Bidco not having discovered:

(i) that any financial, business or other information concerning the Wider Huntsworth Group publicly announced prior to the date of this announcement or disclosed to any member of the Wider Bidco Group prior to the date of this announcement by or on behalf of any member of the Wider Huntsworth Group or to any of their advisers is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make that information not misleading and which is, in any case, material in the context of the Wider Huntsworth Group taken as a whole or is material in the context of the Acquisition;

(ii) that any member of the Wider Huntsworth Group is subject to any liability, contingent or otherwise, which is material in the context of the Wider Huntsworth Group taken as a whole or is material in the context of the Acquisition; or

(iii) any information which affects the import of any information disclosed to Bidco at any time by or on behalf of any member of the Wider Huntsworth Group which is material in the context of the Wider Huntsworth Group or is material in the context of the Acquisition;

Environmental liabilities

(l) in relation to any release, emission, accumulation, discharge, disposal or other fact or circumstance which has impaired or is reasonably likely to impair the environment (including property) or harmed or is reasonably likely to harm the health of humans, animals or other living organisms or eco‑systems, except as Disclosed, no past or present member of the Wider Huntsworth Group, (i) having committed any violation of any applicable laws, statutes, regulations, Authorisations, notices or other requirements of any Third Party; and/or (ii) having incurred any liability (whether actual or contingent) to any Third Party; and/or (iii) being reasonably likely to incur any liability (whether actual or contingent), or being required, to make good, remediate, repair, re‑instate or clean up the environment (including any property) in any such case to an extent which is material in the context of the Wider Huntsworth Group taken as a whole or is material in the context of the Acquisition.

Intellectual Property

(m) no circumstance having arisen or event having occurred in relation to any intellectual property owned or used by any member of the Wider Huntsworth Group which would have a material adverse effect on the Wider Huntsworth Group taken as a whole or is otherwise material in the context of the Acquisition, including:

(i) any member of the Wider Huntsworth Group losing its title to any intellectual property material to its business, or any intellectual property owned by the Wider Huntsworth Group and material to its business being revoked, cancelled or declared invalid;

(ii) any claim being asserted in writing or threatened in writing by any person challenging the ownership of any member of the Wider Huntsworth Group to, or the validity or effectiveness of, any of its intellectual property material to its business; or

(iii) any agreement regarding the use of any intellectual property material to its business licensed to or by any member of the Wider Huntsworth Group being terminated or materially varied;

Anti‑corruption and sanctions

(n) except as Disclosed, Bidco not having discovered that:

(i) any past or present member of the Wider Huntsworth Group or any person that performs or has performed services for or on behalf of any such company is or has at any time engaged in any activity, practice or conduct (or omitted to take any action) in contravention of the UK Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, as amended or any other applicable anti‑corruption legislation;

(ii) any member of the Wider Huntsworth Group is ineligible to be awarded any contract or business under section 23 of the Public Contracts Regulations 2006 or section 26 of the Utilities Contracts Regulations 2006 (each as amended);

(iii) any past or present member of the Wider Huntsworth Group has engaged in any activity or business with, or made any investments in, or made any payments to any government, entity or individual covered by any of the economic sanctions administered by the United Nations or the European Union (or any of their respective member states) or the United States Office of Foreign Assets Control or any other governmental or supranational body or authority in any jurisdiction; or

(iv) a member of the Huntsworth Group has engaged in a transaction which would cause the Wider Bidco Group to be in breach of any law or regulation on completion of the Acquisition, including the economic sanctions administered by the United States Office of Foreign Assets Control or HM Treasury & Customs or any government, entity or individual targeted by any of the economic sanctions of the United Nations, United States or the European Union or any of its member states,

in each case to an extent or in a manner which is material in the context of the Wider Huntsworth Group taken as a whole;

No criminal property

(o) except as Disclosed, Bidco not having discovered that any asset of any member of the Wider Huntsworth Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).

Part B: Further terms of the Acquisition

1. Subject to the requirements of the Panel in accordance with the Takeover Code, Bidco reserves the right to waive, in whole or in part, all or any of the Conditions in Part A above, except Conditions 2(a)(i), 2(b)(i) and 2(c)(i), which cannot be waived.

2. Conditions 2(a), 2(b), and 3(a) to (c) (inclusive) must each be fulfilled, determined by Bidco to be or remain satisfied or (if capable of waiver) be waived by Bidco by no later than 11.59 p.m. on the date immediately preceding the date of the Sanction Hearing, failing which the Acquisition will lapse.

3. Bidco shall be under no obligation to waive or treat as satisfied any of the Conditions that it is entitled (with the consent of the Panel) to invoke, by a date earlier than the latest date for the fulfilment or waiver of that Condition, notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

4. If Bidco is required by the Panel to make an offer for Huntsworth Shares under the provisions of Rule 9 of the Takeover Code, Bidco may make such alterations to any of the above Conditions as are necessary to comply with the provisions of that Rule.

5. Under Rule 13.5(a) of the Takeover Code, Bidco will not invoke a Condition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn unless the Panel determines that the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Acquisition. The Conditions contained in paragraph 2 of Part A above and, if applicable, any acceptance condition if the Acquisition is implemented by means of a Takeover Offer, are not subject to this provision of the Takeover Code.

6. Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme, with the consent of the Panel and subject to the terms of the Cooperation Agreement. In such event, the Acquisition will be implemented on the same terms (subject to appropriate amendments including (without limitation) the inclusion of an acceptance condition set at 90 per cent. (or such lesser percentage (being more than 50 per cent.) as the Panel may require or Bidco may, subject to the rules of the Takeover Code, decide) of the shares to which the Takeover Offer relates and those required by, or deemed appropriate by, Bidco under applicable law, so far as applicable) as those which would apply to the Scheme. Further, if sufficient acceptances of such offer are received and/or sufficient Huntsworth Shares are otherwise acquired, it is the intention of Bidco to apply the provisions of the Companies Act to acquire compulsorily any outstanding Huntsworth Shares to which such Takeover Offer relates.

7. The Acquisition will lapse and shall not become effective if:

(a) the Acquisition becomes subject to a Phase 2 CMA Reference; or

(b) the European Commission initiates proceedings under Article 6(1)(c) of the Council Regulation,

in each case, on or before the later of the Court Meeting and the Huntsworth General Meeting. In any such event, Huntsworth will not be bound by the terms of the Scheme.

8. The Acquisition will be governed by English law and be subject to the jurisdiction of the English courts and to the Conditions and further terms set out above and to be set out in full in the Scheme Document. The Scheme will be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the Listing Rules, the FCA and the Registrar of Companies.

9. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

10. The Huntsworth Shares will be acquired pursuant to the Acquisition with full title guarantee, fully paid and free from all liens, charges, equities, encumbrances, rights of pre‑emption and any other interests of any nature whatsoever and together with all rights now or hereafter attaching thereto, including without limitation voting rights and the right to receive and retain in full all dividends and other distributions (if any) announced, declared, made or paid or any other return of value with a record date on or after the Scheme Record Time.

11. If, on or after the date of this announcement, any dividend and/or other distribution and/or return of capital is declared, made or paid or becomes payable in respect of the Huntsworth Shares with a record date before the Scheme Record Time, Bidco reserves the right to reduce the Cash Consideration payable under the terms of the Acquisition for the Huntsworth Shares by an amount up to the amount of such dividend and/or other distribution and/or return of capital, in which case any reference in this announcement or in the Scheme Document to the Cash Consideration payable under the terms of the Acquisition will be deemed to be a reference to the Cash Consideration as so reduced. In such circumstances, Huntsworth Shareholders would be entitled to retain any such dividend and/or other distribution and/or return of capital.

12. The Acquisition will be subject, inter alia, to the Conditions and certain further terms which are set out in this Appendix 1 and those terms which will be set out in the Scheme Document and such further terms as may be required to comply with the Listing Rules and the provisions of the Takeover Code.

13. The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction. Any persons who are subject to the laws of, or are otherwise resident in, any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements. Further information in relation to Overseas Shareholders will be contained in the Scheme Document.

14. The Acquisition is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction.

Appendix 2SOURCES AND BASES OF INFORMATION

Unless otherwise stated in this announcement:

1. the value attributed to the undiluted issued share capital of Huntsworth is based on a value of 108 pence per Huntsworth Share; and 370,102,999 Huntsworth Shares in issue on 2 March 2020 (being the last Business Day prior to the date of this announcement);

2. the enterprise value of £524.4 million is calculated by reference to a Huntsworth equity value calculated as per paragraph 1 above, and:

(a) Net debt of £115.4 million as at 31 December 2019; less

(b) Lease liabilities of £45.0 million as at 31 December 2019; plus

(c) Provisions of £54.3 million as at 31 December 2019

3. Adjusted EBITDA of £48.4 million is calculated as:

(a) Operating profit before highlighted items of £44.8 million for the year ended 31 December 2019; plus

(b) Depreciation of £3.3 million calculated as £11.3 million of Depreciation less Depreciation for Right-of-Use Assets under IFRS 16 of £8.0 million for the year ended 31 December 2019; plus

(c) Amortisation of intangible assets of £0.4 million for the year ended 31 December 2019 (not already included in highlighted items); plus

(d) Share option charges of £1.3 million for the year ended 31 December 2019; less

(e) IFRS16 Incremental Impact of £1.3 million for the year ended 31 December 2019;

4. the enterprise value to Adjusted EBITDA multiple of approximately 10.8x is based on Huntsworth's enterprise value calculated as per paragraph 2 above divided by Adjusted EBITDA calculated as per paragraph 3 above;

5. unless otherwise stated, the financial information relating to Huntsworth is extracted (without material adjustment) from the audited results for the year ended 31 December 2019 of the Huntsworth Group;

6. volume-weighted average prices have been derived from Bloomberg and have been rounded to the nearest one decimal place; and

7. unless otherwise stated, all prices for Huntsworth Shares have been derived from the Daily Official List and represent Closing Prices on the relevant date(s).

Appendix 3DETAILS OF IRREVOCABLE UNDERTAKINGS

1. Huntsworth Directors

The following Huntsworth Directors have given irrevocable undertakings to vote in favour of the resolutions relating to the Acquisition at the Huntsworth Meetings in respect of their own beneficial holdings (or those Huntsworth Shares over which they have control) of Huntsworth Shares:

The irrevocable undertakings referred to in paragraph 1 above cease to be binding on the earlier of the following occurrences: (i) the Scheme Document is not sent to Huntsworth shareholders within 28 days (or such longer period as the Panel may agree) after the date of this announcement; (ii) Bidco announces, with the consent of the Panel and before the Scheme Document is published, that it does not intend to proceed with the Acquisition and no new, revised or replacement Scheme is announced by Bidco in accordance with Rule 2.7 of the Takeover Code at the same time; (iii) the Scheme lapses or is withdrawn in accordance with its terms and no new, revised or replacement Scheme is announced by Bidco in accordance with Rule 2.7 of the Takeover Code at the same time; or (iv) the Scheme has not become effective by 11.59 p.m. on the Long Stop Date.

2. Irrevocable Undertakings from other Huntsworth Shareholders

Merian Global Investors (UK) Limited

Merian Global Investors (UK) Limited has given an irrevocable undertaking to vote in favour of the resolutions relating to the Acquisition at the Huntsworth Meetings in respect of their own beneficial holdings of Huntsworth Shares:

The irrevocable undertaking given by Merian Global Investors (UK) Limited will lapse and cease to have effect on the earlier of the following occurrences: (i) the Scheme Document is not sent to Huntsworth shareholders within 28 days (or such longer period as the Panel may agree) after the date of this announcement; (ii) the Scheme lapses or is withdrawn in accordance with its terms and Bidco publicly confirms that it does not intend to proceed with the Acquisition or to implement the Acquisition by way of a Takeover Offer; or (iii) the Scheme has not become effective by 6.00 p.m. on the Long Stop Date.

Hargreave Hale Limited

Hargreave Hale Limited has given an irrevocable undertaking to vote in favour of the resolutions relating to the Acquisition at the Huntsworth Meetings in respect of their own beneficial holdings of Huntsworth Shares:

The irrevocable undertaking given by Hargreave Hale Limited will lapse and cease to have effect on the earlier of the following occurrences: (i) a third party announces through a Regulatory Information Service, prior to the date of the Court Meeting and/or the Huntsworth General Meeting, a firm intention to make a general offer to acquire (howsoever to be implemented) the entire issued and to be issued share capital of Huntsworth (a "Third Party Offer") on terms which represent (in the reasonable opinion of Rothschild & Co) an improvement of 10 per cent. on the value of the consideration under the Scheme as at the date on which the Third Party Offer is announced unless Bidco has announced an improvement to the terms of the Scheme within five Business Days of the Third Party Offer being announced such that the terms of the improved Scheme (or Takeover Offer) are in the reasonable opinion of Rothschild & Co at least as favourable as under the Third Party Offer; (ii) the Scheme Document is not sent to Huntsworth shareholders within 28 days (or such longer period as the Panel may agree) after the date of this announcement; (iii) the Scheme lapses or is withdrawn in accordance with its terms and Bidco publicly confirms that it does not intend to proceed with the Acquisition or to implement the Acquisition by way of a Takeover Offer; or (iv) the Scheme has not become effective by 6.00 p.m. on the Long Stop Date.

3. Letters of intent from other Huntsworth Shareholders

Huntsworth has obtained the following non‑binding letters of intent to vote in favour of the resolutions relating to the Acquisition at the Huntsworth Meetings in respect of their own beneficial and connected holdings of Huntsworth Shares:

Appendix 4DEFINITIONS

The following definitions apply throughout this document unless the context otherwise requires:

All times referred to are London time unless otherwise stated.