MCS.L Regulatory News (MCS)

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

28 January 2021

INCREASED AND FINAL RECOMMENDED CASH OFFER

for

MCCARTHY & STONE PLC

(McCarthy & Stone)

by

MASTIFF BIDCO LIMITED

(Bidco)

which is a company indirectly wholly-owned by Lone Star Real Estate Fund VI

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

Update on Bidco debt financing arrangements

Introduction

On 23 October 2020, the board of directors of McCarthy & Stone plc (McCarthy & Stone) and Mastiff Bidco Limited (Bidco) announced that they had reached agreement on the terms of a recommended cash offer by Bidco for the entire issued and to be issued share capital of McCarthy & Stone.

On 7 December 2020, the boards of directors of Bidco and McCarthy & Stone announced that they reached agreement on the terms of an increased and final recommended cash offer (the Acquisition). The financial terms of the increased and final offer are final and will not be increased, except that Bidco reserves the right to increase the amount of the offer price if there is an announcement on or after the date of this announcement of an offer or a possible offer for McCarthy & Stone by a third party offeror or potential offeror. The Acquisition is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the Scheme).

Capitalised terms used but not defined in this announcement have the meanings given to them in the scheme document published and made available to McCarthy & Stone Shareholders on 16 November 2020 (the Scheme Document), unless the context requires otherwise.

Senior Secured Term Loan Facility

On 27 January 2021, Bidco entered into a senior facilities agreement pursuant to which Goldman Sachs Bank USA as mandated lead arranger and original lender has made available a £275 million senior secured term loan facility subject to the satisfaction of certain conditions precedent (the Senior Secured Term Loan Facility).

In addition, on 27 January 2021, in connection with the Senior Secured Term Loan Facility, Bidco entered into: (i) a debenture; and (ii) a security interest agreement, in each case, with Lucid Trustee Services Limited as security agent, and an agency fee letter with Lucid Trustees Services Limited as security agent and Lucid Agency Services Limited as agent.

The external debt financing to be provided under the Senior Secured Term Loan Facility will be used for the purpose of, amongst other things, refinancing the existing indebtedness of McCarthy & Stone and general corporate purposes. Accordingly, the cash consideration payable by Bidco to McCarthy & Stone Shareholders pursuant to the Acquisition will continue to be financed from equity invested by Lone Star Real Estate Fund VI under the equity commitment letter dated 7 December 2020 (a copy of which is available on Bidco's website), on the basis set out in the Scheme Document.

Documents available on website

Copies of the following documents will be made available on Bidco's website at www.lsrefvimastiff.com (subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions) by no later than 12 noon on the date of this announcement up to and including the Effective Date or the date the Scheme lapses or is withdrawn, whichever is earlier:

· this announcement; and

· the senior facilities agreement, agency fee letter, debenture and security interest agreement described above.

Enquiries

Important notices

Moelis & Company, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Lone Star and Bidco and for no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Lone Star and Bidco for providing the protections afforded to clients of Moelis & Company nor for providing advice in connection with the matters referred to herein. Neither Moelis & Company 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 Moelis & Company in connection with this announcement, any statement contained herein or otherwise.

Goldman Sachs International, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Lone Star and Bidco and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Lone Star and Bidco for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in relation to the matters referred to in this announcement.

Publication on website

In addition to the documents which are already available for inspection, as set out in the Rule 2.7 Announcement and the Scheme Document, a copy of this announcement and the documents required to be published pursuant to Rule 26.2 of the Code will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Bidco's website at http://www.lsrefvimastiff.com/ by no later than 12 noon on the date of this announcement. The content of the website referred to in this announcement is not incorporated into and do not form part of this announcement.

McCarthy & Stone Shareholders may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by writing to Link Group, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU or by calling Link Group on +44 (0)371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. and 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales). Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. It is important that you note that unless you make such a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you. You 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. If a McCarthy & Stone Shareholder has received this announcement in electronic form, hard copies of this announcement and any document or information incorporated by reference into this announcement will not be provided unless such a request is made.