Offer for Network | Network International

Brookfield Firm Offer

Rollover Shareholders Agreement Term Sheet

Results of Court Meeting and General Meeting (4 August 2023)

Alternative Offer Announcement (Dated 6 July)

Shareholder Irrevocable Mastercard - Final Execution Version – Signed

Consent Letter (PJT) - Alternative Offer Announcement (Dated 6 July 2023)

Consent Letter (Citi) - Alternative Offer Announcement (Dated 6 July 2023)

Consent Letter (JPM) - Alternative Offer Announcement (Dated 6 July 2023)

Consent Letter (MS) - Alternative Offer Announcement (Dated 6 July 2023)

Rule 2.7 (Firm Offer) Announcement (9 June 2023)

Irrevocable Undertaking (Directors) - Ron Kalifa

Irrevocable Undertaking (Directors) - Darren Pope

Irrevocable Undertaking (Directors) - Victoria Hull

Irrevocable Undertaking (Directors) - Rohit Malhotra

Irrevocable Undertaking (Directors) - Nandan Mer

Irrevocable Undertaking (Directors) - Diane Radley

Consent Letter - Citigroup dated (9 June 2023)

Consent Letter - JPMorgan dated (8 June 2023)

Consent Letter - PJT dated (9 June 2023)

Consent Letter - Morgan Stanley dated (6 June 2023)

Rule 2.11 Letter to employees re 2.7 (9 June 2023)

Rule 2.11 Letter to shareholders re 2.7 (9 June 2023)

NDA and Standstill dated (24 April 2023)

Confidentiality and Joint Defense Agreement dated (25 May 2023)

Reverse NDA dated 4 May 2023

Co-operation Agreement dated (9 June 2023)

Interim Facilities Agreement

Conditions Precedent Satisfaction Letter

Commitment Letter

Agency Fee Letter

Interim Security Agreement

Arranger Fee Letter

Co-underwrite Agreement

Bid Conduct Agreement

Interim Combination Agreement

Equity Commitment Letter - OFC

Equity Commitment Letter - Mubadala

Equity Commitment Letter - FAB

Equity Commitment Letter - ADQ

RNS Announcement - Scheme Document Publication (12 July 2023).pdf

Scheme Document (12 July 2023).pdf

Consent Letter (MS) - Scheme Document (Executed)_Redacted.pdf

Consent Letter (Citi) - Scheme Document (Executed)_Redacted.pdf

Consent Letter (JPM) - Scheme Document (Executed)_Redacted.pdf

Consent Letter (PJT) - Scheme Document (Executed)_Redacted.pdf

Specimen Court Meeting Form of Proxy

Specimen Form of Election

Specimen General Meeting Form of Proxy

Bidco Memorandum and Articles of Association

Network International Holdings Plc Articles of Association

Revised Network Articles of Association

Network Q1 2023 Trading Update

Network 31 December 2022 Preliminary Results Presentation

Network 31 December 2022 Preliminary Results

Network - Annual Report 2022

Network - Annual Report 2021

CVC Possible Offer

Rule 2.4 announcement (13 April 2023)

Rule 2.4 announcement (17 April 2023)

Extension of PUSU deadline (11 May 2023)

Extension of PUSU deadline (1 June 2023)

2.8 announcement (6 June 2023)

Brookfield Possible Offer

Rule 2.4 announcement (21 April)

Extension of PUSU deadline (19 May 2023)

Extension of PUSU deadline (1 June 2023)

Additional documents

Rule 2.11 letter

Rule 8 letter (27 April)

PLEASE READ THIS NOTICE CAREFULLY – IT APPLIES TO ALL PERSONS WHO VIEW THIS WEBPAGE AND, DEPENDING ON WHO YOU ARE AND WHERE YOU LIVE, IT MAY AFFECT YOUR RIGHTS. PLEASE NOTE THAT THIS NOTICE AND THE INFORMATION CONTAINED IN IT MAY BE ALTERED OR UPDATED FROM TIME TO TIME, AND SHOULD BE READ IN FULL EACH TIME YOU VISIT THIS SECTION OF THE WEBSITE. IN ADDITION, THE CONTENTS OF THIS WEBPAGE MAY BE AMENDED AT ANY TIME IN WHOLE OR IN PART AT THE SOLE DISCRETION OF NETWORK INTERNATIONAL HOLDINGS PLC ("NETWORK").

ACCESS TO THE MATERIALS CONTAINED IN THIS SECTION OF THE WEBSITE (THE "MICROSITE") MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT OR LOCATED IN SUCH A JURISDICTION) BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THE MICROSITE. IF YOU ARE UNABLE, OR HAVE ANY DOUBT AS TO WHETHER YOU ARE ABLE TO PROVIDE THE NECESSARY CONFIRMATION YOU SHOULD PRESS 'DECLINE' AND YOU WILL NOT BE ABLE TO VIEW INFORMATION ABOUT THE OFFERS (AS DEFINED BELOW).

THESE MATERIALS ARE NOT DIRECTED AT, AND MUST NOT BE ACCESSED BY, PERSONS RESIDENT OR LOCATED IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION, WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH NETWORK REGARDS AS UNDULY ONEROUS OR MAY RESULT IN A SIGNIFICANT RISK OF CIVIL, REGULATORY OR CRIMINAL EXPOSURE IF INFORMATION CONCERNING THE OFFERS IS SENT OR MADE AVAILABLE TO PERSONS IN THAT JURISDICTION (A "RESTRICTED JURISDICTION"), AND UNLESS OTHERWISE DETERMINED BY NETWORK AND PERMITTED BY APPLICABLE LAW AND REGULATION, IT IS NOT INTENDED THAT THESE MATERIALS BE ACCESSIBLE BY PERSONS RESIDENT OR LOCATED IN ANY RESTRICTED JURISDICTION.

The announcements, documents and information (together, "the Information") contained on this Microsite do not constitute or form part of any offer or invitation, or solicitation of any offer or invitation, to sell or otherwise dispose of, purchase, otherwise acquire or subscribe for any securities pursuant to the Offers (as defined below) or otherwise in any jurisdiction in which such offer, invitation or solicitation is unlawful.

Electronic versions of the Information you are seeking to access are being made available on this microsite by Network in good faith, for information purposes only and subject to the terms and conditions set out below.

Basis of access

The Information contained on this Microsite is in respect of (i) the possible offer for Network (the “Possible Offer”) by a consortium comprising CVC Capital Partners Limited and Francisco Partners Funds (the “Potential Offeror”); and (ii) the recommended offer for Network (the "Firm Offer") by BCP VI Neptune Bidco Holdings Limited, an entity indirectly owned by Brookfield Business Partners together with private equity funds managed and/or advised by affiliates of Brookfield Asset Management Ltd (the "Offeror") (together, the “Offers”).

The Information contained in this Microsite is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by Network, the Potential Offeror or the Offeror.

Responsibility

The Information contained on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite, and neither Network nor any of its affiliated companies has, or accepts, responsibility or duty to update any such information, document or announcement. Network reserves the right to add to, remove or amend any Information reproduced on this Microsite at any time.

In relation to any Information contained on the Microsite, save as expressly set out in that document, announcement or information, the only responsibility accepted by the directors of Network ("Responsible Persons") is for the correctness and fairness of its reproduction or presentation.

None of the Responsible Persons, Network or any of its affiliated companies have reviewed, and none of them is or shall be responsible for or accepts any liability in respect of any Information contained on any other website that may be linked to this Microsite by a third party.

If you are in any doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the UK, from an appropriately authorised independent financial adviser.

Overseas persons

The information contained in the Microsite is not being, and must not be released or otherwise forwarded, published, made available, distributed or sent, in whole or in part, directly or indirectly, in or into a Restricted Jurisdiction, and the availability of such information (and any related offer) to shareholders who are resident in, or citizens or nationals of, jurisdictions outside of the UK, or to agents, nominees, custodians or trustees for such persons, may be restricted by the laws of the relevant jurisdictions. Persons receiving such documents (including custodians, nominees and trustees) should observe these restrictions and must not distribute or send them in, into or from a Restricted Jurisdiction. Failure to observe such restrictions and/or requirements may constitute a violation of the securities laws of any such jurisdiction.

Viewing the Information you seek to access may be unlawful if you are resident or located in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view such Information.

If they are not resident in, or a citizen or national of, a Restricted Jurisdiction, any person who wishes to view this Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. Any failure to comply with restrictions may constitute a violation of the securities laws of any such jurisdiction.

If you are not permitted to view the Information on this Microsite please exit this Microsite. Should you be in any doubt about whether you are permitted to view the Information on this Microsite, you should not access this Microsite and you should take legal advice. To the fullest extent permitted by applicable law, neither Network nor its advisers accepts responsibility for any violation by any person of these restrictions, and Network and its advisers disclaim any responsibility or liability for the violations of any such restrictions by any person.

The information contained in this Microsite may not be downloaded, forwarded, transmitted or shared with any other person either in whole or in part where to do so would or may constitute a breach of any applicable local laws or regulations.

The Firm Offer (or any other firm offer) will not be made, directly or indirectly, in or into any jurisdiction where it would be unlawful to do so, or by use of mail, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce, or by any facility of a national securities exchange of any jurisdiction where it would be unlawful to do so, and the Firm Offer (or any other firm offer) will not be capable of acceptance by any such mail, means, instrumentality or facility from or within any jurisdiction where it would be unlawful to do so.

If you are not permitted to view the information contained in this Microsite, or viewing such information would result in a breach of the above, or if you are in any doubt as to whether you are permitted to view such information, please exit this webpage or click the "decline" button below and seek independent advice. Neither Network nor any of its affiliates or their respective advisers assumes any responsibility for any violation by any person of any of these restrictions.

Important information for US investors

The Information on this Microsite does not constitute an offer to acquire or exchange securities in the United States ("United States" or "US").

The Offers relate to the securities of a UK company and is subject to UK disclosure requirements, which are different from those of the United States. The financial information included in certain documents contained in this Microsite, if any, may have been prepared in accordance with non-US accounting standards, 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 United States.

It may be difficult for US holders of Network’s shares to enforce their rights and claims arising out of the US federal securities laws, since Network is located in a country other than the United States, and some or all of its officers and directors may be residents of a country other than the United States. US holders of Network’s 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.

No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than: (i) in accordance with the tender offer requirements under the US Exchange Act, or the securities laws of such other country, as the case may be, or (ii) pursuant to an available exemption from such requirements.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved any offer, or passed comment upon the adequacy or completeness of any of the information contained in this Microsite. Any representation to the contrary is a criminal offence in the United States.

Forward-looking statements

This Microsite may contain certain forward-looking statements with respect to the Offers and the financial condition, results of operations and business of, Network, the Potential Offeror or the Offeror and certain plans and objectives of the Potential Offeror or the Offeror with respect to them. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. The words "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could" and similar expressions, among others, generally identify forward-looking statements.

These forward-looking statements (including those relating to the consummation of the Offer or the Possible Offer (if made) and the anticipated benefits of it) are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the possibility that any of the conditions to the Offer or the Possible Offer (if made) will not be satisfied, adverse effects on the market price of Network’s, the Offeror’s or the Potential Offeror’s shares and on Network’s, the Offeror’s or the Potential Offeror’s operating results because of a failure to complete the Offers, negative effects relating to the announcement of the Offers or the completion of the Offers on the market price of Network’s, the Offeror’s or the Potential Offeror’s shares, significant transaction costs and/or unknown liabilities, changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax laws, regulations, rates and policies, future business combinations or disposals and competitive developments. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements.

These forward-looking statements are based on numerous assumptions and assessments made in light of Network’s, the Offeror’s and/or the Potential Offeror’s experience and perception of historical trends, current conditions, business strategies, operating environment, future developments and other factors considered appropriate. The factors described in the context of such forward-looking statements in this Microsite could cause the Offeror’s or the Potential Offeror’s plans with respect to Network, Network's, the Offeror’s or the Potential Offeror’s actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this Microsite are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of the relevant document or announcement reproduced on this Microsite. Network expressly disclaims any obligation or undertaking to update or revise any forward-looking statements as a result of subsequent events or developments, except as required by applicable law.

Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast for any period and no statement should be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for Network, the Offeror or the Potential Offeror (as appropriate).

This notice shall be governed by and interpreted in accordance with English law.

Confirmation of understanding and acceptance of this notice

By accepting below, you:

confirm that you are permitted to proceed to this Microsite and certify that you are not (nor do you act on behalf of someone who is) resident or located in, or a national or citizen of, any jurisdiction that renders the accessing of this Microsite or any parts thereof illegal;
agree that you will not copy, forward, transfer, make available or distribute (by any means including by electronic transmission) any Information or documents included in this Microsite either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation;
represent and warrant to Network that you intend to access this area of the website for information purposes only, that you have read and understood this notice and that you understand that it may affect your rights or responsibilities; and
have read and understood the notice set out above and agree to be bound by the terms of this notice and are permitted to proceed to this Microsite.

If you are not able to give these confirmations, you should click on I DECLINE below.

DECLINE