Common use of Management Arrangements Clause in Contracts

Management Arrangements. The Joint Bidders have agreed with Xxxx Xxxxxxx, the chairman of the Board of APR Energy, Xxxxxxxx Xxxxxxxx, the chief executive officer of APR Energy and a member of the Board of APR Energy and Xxx Xxxxx, the chief financial officer of APR Energy, the terms of their continued participation in APR Energy after the Offer becomes or is declared unconditional in all respects, subject to the approval of the Independent Shareholders, as follows:  Pursuant to the Management Rollover Agreement, JCLA will contribute 4,511,951 APR Energy Shares to Bidco in consideration for the issue of 4,511,951 ordinary shares in the capital of Bidco at a valuation equal to £1.75 per APR Energy Share and conditional upon the Offer no longer being capable of acceptance;  Pursuant to the LA Rollover Agreement, Xxxxxxxx Xxxxxxxx will contribute 10,000 APR Energy Shares (being his entire holding of APR Energy Shares) to Bidco in consideration for the issue of 10,000 ordinary shares in the capital of Bidco at a valuation equal to £1.75 per APR Energy Share and conditional upon the Offer no longer being capable of acceptance;  Pursuant to the LM Rollover Agreement Xxx Xxxxx will contribute 100,000 APR Energy Shares to Bidco in consideration for the issue of 100,000 ordinary shares in the capital of Bidco at a valuation equal to £1.75 per APR Energy Share and conditional upon the Offer no longer being capable of acceptance;  Pursuant to the Management Rollover Agreement, JCLA may not transfer its shares in the capital of Bidco (save that JCLA may (i) transfer to Xxxxxxxx Xxxxxxxx or to a legal person Xxxxxxxx Xxxxxxxx controls, in aggregate, the number of shares in the capital of Bidco as equals 4,511,951 multiplied by the proportion of JCLA that Xxxxxxxx Xxxxxxxx holds on 26 October 2015; and (ii) transfer to Xxxx Xxxxxxx or to a legal person Xxxx Xxxxxxx controls, in aggregate, the number of shares in the capital of Bidco as equals 4,511,951 multiplied by the proportion of JCLA that Xxxx Xxxxxxx holds on 26 October 2015) without the consent of Bidco, until the earlier of the date on which JCLA enters into the Shareholders Agreement and 4 years after the date on which the Offer is no longer capable of being accepted;  Pursuant to the Management Rollover Agreement, Xxxx Xxxxxxx may not transfer his shares in the capital of JCLA (save to any legal person Xxxx Xxxxxxx controls) without the consent of Bidco, until the earlier of the date on which he enters into the Shareholders Agreement and 1 November 2019;  Pursuant to the Management Rollover Agreement, Xxxxxxxx Xxxxxxxx may not transfer his shares in the capital of JCLA (save to any legal person Xxxxxxxx Xxxxxxxx controls) without the consent of Bidco, until the earlier of the date on which he enters into the Shareholders Agreement and 4 years after the date on which the Offer is no longer capable of being accepted;  Pursuant to the LA Rollover Agreement, Xxxxxxxx Xxxxxxxx may not transfer his shares in the capital of Bidco without the consent of Bidco, until the earlier of the date on which he enters into the Shareholders Agreement and 4 years after the date on which the Offer is no longer capable of being accepted;  Pursuant to the LM Rollover Agreement, Xxx Xxxxx may not transfer his shares in the capital of Bidco without the consent of Bidco until the earlier of the date on which he enters into the Shareholders Agreement and 4 years after the date on which the Offer is no longer capable of being accepted;  JCLA and Management will be granted the following rights and be subject to the following restrictions in respect of Bidco upon entering into the Shareholders Agreement following the Offer no longer being capable of acceptance:  JCLA will be entitled to nominate one director to the Boards of each of Bidco and APR Energy, and shall nominate Xxxx Xxxxxxx as such;  Fairfax will appoint Xxxxxxxx Xxxxxxxx to the Boards of each Bidco and APR Energy as one of its three nominees to those Boards, provided that Xxxxxxxx Xxxxxxxx will not have any voting rights at meetings of either Board;  JCLA’s ordinary shares in the ca ita of Bidco i be subject to a ock u (save that JCLA may (i) transfer to Xxxxxxxx Xxxxxxxx or to a legal person Xxxxxxxx Xxxxxxxx controls, in aggregate, the number of shares in the capital of Bidco as equals 4,511,951 multiplied by the proportion of JCLA that Xxxxxxxx Xxxxxxxx holds on 26 October 2015; and (ii) transfer to Xxxx Xxxxxxx or to a legal person Xxxx Xxxxxxx controls, in aggregate, the number of shares in the capital of Bidco as equals 4,511,951 multiplied by the proportion of JCLA that Xxxx Xxxxxxx holds on 26 October 2015) until the date falling 4 years after the date on which the Offer is no longer capable of being accepted;  Xxx Xxxxx’x and Xxxxxxxx Xxxxxxxx’x ordinary shares in the ca ita of Bidco i be subject to a lock up until the date falling 4 years after the date on which the Offer is no longer capable of being accepted;  Xxxxxxxx Xxxxxxxx’x shares in the ca ita of JCLA i be subject to a ock u (sa e in respect of a transfer to any legal person Xxxxxxxx Xxxxxxxx controls) until 4 years after the date on which the Offer is no longer capable of being accepted; and  Xxxx Xxxxxxx’x shares in the ca ita of JCLA i be subject to a ock u (sa e in res ect of a transfer to any legal person Xxxx Xxxxxxx controls) until 1 November 2019, and thereafter will be subject to a right of first offer in favour of the Joint Bidders.  It is anticipated that, in addition to the matters set out above, the Shareholders Agreement will include certain rights of first offer, rights of first refusal and majority drag and minority tag- along rights in respect of transfers of shares in the capital of Bidco. JCLA, Xxxxxxxx Xxxxxxxx and Xxx Xxxxx will each gain the benefits and be subject to the restrictions thereof. The exact terms of the relevant shareholders agreement are to be agreed between the Joint Bidders.  Following the Offer becoming or being declared unconditional in all respects, Bidco intends to retain Xxxx Xxxxxxx as chairman of APR Energy (although without a casting vote) and Xxxxxxxx Xxxxxxxx as chief executive officer of APR Energy. (together the "Management Arrangements"). In addition to their contributions of APR Energy Shares in consideration for the issue of ordinary shares in the capital of Bidco as described above, each of JCLA and Xxx Xxxxx have each entered into an irrevocable undertaking to accept the Offer for cash in respect of their remaining APR Energy Shares, as described in section 15 below; Xxxxxx Xxxxx, who provides consultancy services to the management of APR Energy pursuant to a consultancy arrangement between APR Energy and JCLA, holds a minority interest in the capital of JCLA. As a result of the Management Arrangements, after the Offer is closed such that it is no longer capable of acceptance after having become or been declared unconditional in all respects:  JCLA will hold 2.3 per cent. of the ordinary share capital of Bidco if ACM and ACON meet their maximum investment amounts as set out in section 14, and 5.5 per cent. of the ordinary share capital of Bidco if ACM and ACON meet their minimum investment amounts as set out in section 14 and Fairfax provides all the additional funding required as preference shares in the capital of Bidco.  Xxxxxxxx Xxxxxxxx will hold 0.01 per cent. of the ordinary share capital of Bidco if ACM and ACON meet their maximum investment amounts as set out in section 14, and 0.01 per cent. of the ordinary share capital of Bidco if ACM and ACON meet their minimum investment amounts as set out in section 14 and Fairfax provides all the additional funding required as preference shares in the capital of Bidco.  Xxx Xxxxx will hold 0.05 per cent. of the ordinary share capital of Bidco if ACM and ACON meet their maximum investment amounts as set out in section 14, and 0.12 per cent. of the ordinary share capital of Bidco if ACM and ACON meet their minimum investment amounts as set out in section 14 and Fairfax provides all the additional funding required as preference shares in the capital of Bidco. Pursuant to Rule 16.2 of the Code, the Management Arrangements are required to be approved by Independent Shareholders voting on a poll. Accordingly, a resolution to approve the Management Arrangements will be proposed at the General Meeting. To be passed, this resolution will require more than 50 per cent. of the votes cast by Independent Shareholders (either in person or by proxy) to be voted in favour. APR Energy intends to convene the General Meeting to be held on a date not later than the first closing date of the Offer (as referred to in section 7 above). Barclays has advised the Independent APR Energy Directors that the terms of the Management Arrangements above are fair and reasonable. In providing this advice to the Independent APR Energy Directors, Barclays has taken into account the commercial assessments of the Independent APR Energy Directors. The Offer will be conditional on the Independent Shareholders approving the Management Arrangements. The Joint Bidders view the Management Arrangements as an integral part of the Offer and therefore intend to seek the permission of the UK Panel to lapse the Offer if the Independent Shareholders do not approve the Management Arrangements at the General Meeting. Full details of the terms of the Management Arrangements will be set out in the Offer Document. Other than the Management Arrangements, there are no arrangements for the incentivisation of the management of APR Energy currently contemplated or proposed by the Joint Bidders, nor have any such arrangements been discussed. However, the Joint Bidders reserve the freedom to establish or renew, after completion of the Offer, incentivisation arrangements for the benefit of the management and other employees of the APR Energy Group.

Management Arrangements. The Joint Bidders have agreed with Xxxx Xxxxxxx, the chairman of the Board of APR Energy, Xxxxxxxx Xxxxxxxx, the chief executive officer of APR Energy and a member of the Board of APR Energy and Xxx Xxxxx, the chief financial officer of APR Energy, the terms of their continued participation in APR Energy after the Offer becomes or is declared unconditional in all respects, subject to the approval of the Independent Shareholders, as follows:  • Pursuant to the Management Rollover Agreement, JCLA will contribute 4,511,951 APR Energy Shares to Bidco in consideration for the issue of 4,511,951 ordinary shares in the capital of Bidco at a valuation equal to £1.75 per APR Energy Share and conditional upon the Offer no longer being capable of acceptance;  • Pursuant to the LA Rollover Agreement, Xxxxxxxx Xxxxxxxx will contribute 10,000 APR Energy Shares (being his entire holding of APR Energy Shares) to Bidco in consideration for the issue of 10,000 ordinary shares in the capital of Bidco at a valuation equal to £1.75 per APR Energy Share and conditional upon the Offer no longer being capable of acceptance;  • Pursuant to the LM Rollover Agreement Xxx Xxxxx will contribute 100,000 APR Energy Shares to Bidco in consideration for the issue of 100,000 ordinary shares in the capital of Bidco at a valuation equal to £1.75 per APR Energy Share and conditional upon the Offer no longer being capable of acceptance;  • Pursuant to the Management Rollover Agreement, JCLA may not transfer its shares in the capital of Bidco (save that JCLA may (i) transfer to Xxxxxxxx Xxxxxxxx or to a legal person Xxxxxxxx Xxxxxxxx controls, in aggregate, the number of shares in the capital of Bidco as equals 4,511,951 multiplied by the proportion of JCLA that Xxxxxxxx Xxxxxxxx holds on 26 October 2015; and (ii) transfer to Xxxx Xxxxxxx or to a legal person Xxxx Xxxxxxx controls, in aggregate, the number of shares in the capital of Bidco as equals 4,511,951 multiplied by the proportion of JCLA that Xxxx Xxxxxxx holds on 26 October 2015) without the consent of Bidco, until the earlier of the date on which JCLA enters into the Shareholders Agreement and 4 years after the date on which the Offer is no longer capable of being accepted;  • Pursuant to the Management Rollover Agreement, Xxxx Xxxxxxx may not transfer his shares in the capital of JCLA (save to any legal person Xxxx Xxxxxxx controls) without the consent of Bidco, until the earlier of the date on which he enters into the Shareholders Agreement and 1 November 2019;  • Pursuant to the Management Rollover Agreement, Xxxxxxxx Xxxxxxxx may not transfer his shares in the capital of JCLA (save to any legal person Xxxxxxxx Xxxxxxxx controls) without the consent of Bidco, until the earlier of the date on which he enters into the Shareholders Agreement and 4 years after the date on which the Offer is no longer capable of being accepted;  • Pursuant to the LA Rollover Agreement, Xxxxxxxx Xxxxxxxx may not transfer his shares in the capital of Bidco without the consent of Bidco, until the earlier of the date on which he enters into the Shareholders Agreement and 4 years after the date on which the Offer is no longer capable of being accepted;  • Pursuant to the LM Rollover Agreement, Xxx Xxxxx may not transfer his shares in the capital of Bidco without the consent of Bidco until the earlier of the date on which he enters into the Shareholders Agreement and 4 years after the date on which the Offer is no longer capable of being accepted;  • JCLA and Management will be granted the following rights and be subject to the following restrictions in respect of Bidco upon entering into the Shareholders Agreement following the Offer no longer being capable of acceptance:  • JCLA will be entitled to nominate one director to the Boards of each of Bidco and APR Energy, and shall nominate Xxxx Xxxxxxx as such;  Fairfax • Xxxxxxx will appoint Xxxxxxxx Xxxxxxxx to the Boards of each Bidco and APR Energy as one of its three nominees to those Boards, provided that Xxxxxxxx Xxxxxxxx will not have any voting rights at meetings of either Board;  • JCLA’s ordinary shares in the ca ita capital of Bidco i will be subject to a ock u lock up (save that JCLA may (i) transfer to Xxxxxxxx Xxxxxxxx or to a legal person Xxxxxxxx Xxxxxxxx controls, in aggregate, the number of shares in the capital of Bidco as equals 4,511,951 multiplied by the proportion of JCLA that Xxxxxxxx Xxxxxxxx holds on 26 October 2015; and (ii) transfer to Xxxx Xxxxxxx or to a legal person Xxxx Xxxxxxx controls, in aggregate, the number of shares in the capital of Bidco as equals 4,511,951 multiplied by the proportion of JCLA that Xxxx Xxxxxxx holds on 26 October 2015) until the date falling 4 years after the date on which the Offer is no longer capable of being accepted;  • Xxx Xxxxx’x and Xxxxxxxx Xxxxxxxx’x ordinary shares in the ca ita capital of Bidco i will be subject to a lock up until the date falling 4 years after the date on which the Offer is no longer capable of being accepted;  • Xxxxxxxx Xxxxxxxx’x shares in the ca ita capital of JCLA i will be subject to a ock u lock up (sa e save in respect of a transfer to any legal person Xxxxxxxx Xxxxxxxx controls) until 4 years after the date on which the Offer is no longer capable of being accepted; and  • Xxxx Xxxxxxx’x shares in the ca ita capital of JCLA i will be subject to a ock u lock up (sa e save in res ect respect of a transfer to any legal person Xxxx Xxxxxxx controls) until 1 November 2019, and thereafter will be subject to a right of first offer in favour of the Joint Bidders.  • It is anticipated that, in addition to the matters set out above, the Shareholders Agreement will include certain rights of first offer, rights of first refusal and majority drag and minority tag- along rights in respect of transfers of shares in the capital of Bidco. JCLAXXXX, Xxxxxxxx Xxxxxxxx and Xxx Xxxxx will each gain the benefits and be subject to the restrictions thereof. The exact terms of the relevant shareholders agreement are to be agreed between the Joint Bidders.  • Following the Offer becoming or being declared unconditional in all respects, Bidco intends to retain Xxxx Xxxxxxx as chairman of APR Energy (although without a casting vote) and Xxxxxxxx Xxxxxxxx as chief executive officer of APR Energy. (together the "Management Arrangements"). In addition to their contributions of APR Energy Shares in consideration for the issue of ordinary shares in the capital of Bidco as described above, each of JCLA and Xxx Xxxxx have each entered into an irrevocable undertaking to accept the Offer for cash in respect of their remaining APR Energy Shares, as described in section 15 below; Xxxxxx Xxxxx, who provides consultancy services to the management of APR Energy pursuant to a consultancy arrangement between APR Energy and JCLA, holds a minority interest in the capital of JCLA. As a result of the Management Arrangements, after the Offer is closed such that it is no longer capable of acceptance after having become or been declared unconditional in all respects:  • JCLA will hold 2.3 per cent. of the ordinary share capital of Bidco if ACM and ACON meet their maximum investment amounts as set out in section 14, and 5.5 per cent. of the ordinary share capital of Bidco if ACM and ACON meet their minimum investment amounts as set out in section 14 and Fairfax provides all the additional funding required as preference shares in the capital of Bidco.  • Xxxxxxxx Xxxxxxxx will hold 0.01 per cent. of the ordinary share capital of Bidco if ACM and ACON meet their maximum investment amounts as set out in section 14, and 0.01 per cent. of the ordinary share capital of Bidco if ACM and ACON meet their minimum investment amounts as set out in section 14 and Fairfax provides all the additional funding required as preference shares in the capital of Bidco.  • Xxx Xxxxx will hold 0.05 per cent. of the ordinary share capital of Bidco if ACM and ACON meet their maximum investment amounts as set out in section 14, and 0.12 per cent. of the ordinary share capital of Bidco if ACM and ACON meet their minimum investment amounts as set out in section 14 and Fairfax provides all the additional funding required as preference shares in the capital of Bidco. Pursuant to Rule 16.2 of the Code, the Management Arrangements are required to be approved by Independent Shareholders voting on a poll. Accordingly, a resolution to approve the Management Arrangements will be proposed at the General Meeting. To be passed, this resolution will require more than 50 per cent. of the votes cast by Independent Shareholders (either in person or by proxy) to be voted in favour. APR Energy intends to convene the General Meeting to be held on a date not later than the first closing date of the Offer (as referred to in section 7 above). Barclays has advised the Independent APR Energy Directors that the terms of the Management Arrangements above are fair and reasonable. In providing this advice to the Independent APR Energy Directors, Barclays has taken into account the commercial assessments of the Independent APR Energy Directors. The Offer will be conditional on the Independent Shareholders approving the Management Arrangements. The Joint Bidders view the Management Arrangements as an integral part of the Offer and therefore intend to seek the permission of the UK Panel to lapse the Offer if the Independent Shareholders do not approve the Management Arrangements at the General Meeting. Full details of the terms of the Management Arrangements will be set out in the Offer Document. Other than the Management Arrangements, there are no arrangements for the incentivisation of the management of APR Energy currently contemplated or proposed by the Joint Bidders, nor have any such arrangements been discussed. However, the Joint Bidders reserve the freedom to establish or renew, after completion of the Offer, incentivisation arrangements for the benefit of the management and other employees of the APR Energy Group.