Common use of Scheme of Arrangement Clause in Contracts

Scheme of Arrangement. It is intended that the Combination will be effected by means of a Court-sanctioned scheme of arrangement between Charter Court and the Scheme Shareholders under Part 26 of the Companies Act. The purpose of the Scheme is to provide for OSB to become the holder of the entire issued and to be issued share capital of Charter Court. This is to be achieved by the transfer of the Scheme Shares to OSB, in consideration for which the Scheme Shareholders will receive the Consideration. To become effective, the Scheme must be approved at the Court Meeting by a majority in number representing at least 75 per cent. of the voting rights of the holders of Scheme Shares in issue as at the Voting Record Time (or the relevant class or classes thereof, if applicable) present and voting (and entitled to vote), either in person or by proxy, at such Court Meeting. The Scheme also requires the Charter Court Resolutions to be approved by at least 75 per cent. of the voting rights of Charter Court Shareholders present and voting, either in person or by proxy, at the Charter Court General Meeting and the OSB Resolutions being passed by the requisite majority of OSB Shareholders at the OSB General Meeting. It is expected that the Charter Court Meetings shall be convened no later than 30 June 2019 (or such other date as may be agreed between Charter Court and OSB), with the Charter Court General Meeting being expected to be held immediately after the Court Meeting. Following the Charter Court Meetings, the Scheme shall not become effective unless the Scheme is sanctioned by the Court (with or without modification but subject to any modification being on terms reasonably acceptable to Charter Court and OSB) and the Scheme Court Order is delivered to the Registrar of Companies for registration. The Scheme is also subject to the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and conditions that will be set out in the Scheme Document. The Scheme Document will include full details of the Scheme, together with an explanatory statement providing details of the Combination, and the notices convening the Court Meeting and the Charter Court General Meeting. The Scheme Document will also contain the expected timetable for the Combination, and will specify the necessary actions to be taken by Charter Court Shareholders. The Scheme Document is expected to be despatched to Charter Court Shareholders and, for information only, to persons with information rights and holders of options granted under the Charter Court Share Plans, in Q2 2019 (subject to agreement between Charter Court and OSB, and the availability of the Court to approve the Scheme Document for posting). The Scheme Document and Forms of Proxy will be made available to all Charter Court Shareholders at no charge to them. For the purposes of paragraph 3(a) of Appendix 7 to the City Code, the Panel has consented to an extension of the applicable date for posting, such that Charter Court may post the Scheme Document by 14 June 2019. Once the necessary approvals from Charter Court Shareholders and OSB Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived and the Scheme has been sanctioned by the Court, the Scheme will become effective upon delivery of the Scheme Court Order to the Registrar of Companies for registration. Upon the Scheme becoming effective, it will be binding on all Charter Court Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the Charter Court General Meeting (and if they attended and voted, whether or not they voted in favour). If the Scheme does not become effective on or before the Longstop Date, it will lapse and the Combination will not proceed (unless the Panel otherwise consents). The Scheme will be governed by English law and will be subject to the jurisdiction of the Court. The Scheme will be subject to the applicable requirements of the City Code, the Panel, the London Stock Exchange and the FCA.

Scheme of Arrangement. It is intended that the Combination Transaction will be effected implemented by means of a Court-sanctioned scheme of arrangement between Charter Court City Pubs and the Scheme Shareholders under Part 26 of the Companies ActAct 2006 (although Xxxxx’x reserves the right to implement the Transaction by means of an Offer, subject to the consent of the Panel and the terms of the Cooperation Agreement). The purpose of the Scheme is to provide for OSB Xxxxx’x to become the holder owner of the entire whole of the issued and to be issued ordinary share capital of Charter CourtCity Pubs. This Under the Scheme, the Transaction is to be achieved by the transfer of the Scheme Shares held by Scheme Shareholders to OSB, Young’s in consideration for which the Scheme Shareholders will receive the ConsiderationConsideration on the basis set out in paragraph 2 of this announcement. To The process involves, amongst other things, an application by City Pubs to the Court to sanction the Scheme. The transfer to Xxxxx’x of the City Pubs Shares will result in City Pubs becoming a wholly-owned subsidiary of Young’s. The Transaction will be subject to the Conditions and further terms and conditions referred to in Appendix 1 to this announcement (and to be set out in the Scheme Document) and will only become effectiveEffective if, among other things, the following events occur on or before the Long-Stop Date: • the approval of the Scheme must be approved at the Court Meeting being granted by a majority in number representing at least not less than 75 per cent. of the voting rights of the holders in value of Scheme Shares in issue as at the Voting Record Time Shareholders (or the relevant class or classes thereof, if applicable) who are present and voting (and who are entitled to vote), either in person or by proxy, at such the Court Meeting. The Scheme also requires Meeting and at any separate class meeting which may be required by the Charter Court Resolutions to be approved by at least 75 per cent. of the voting rights of Charter Court Shareholders present and voting(or, either in person or by proxyeach case, at any adjournment, postponement or reconvention thereof); • a special resolution implementing the Charter Court General Meeting and the OSB Resolutions Scheme being duly passed by the requisite majority of OSB Shareholders the votes cast in person or by proxy at the OSB General Meeting. It is expected that the Charter Court Meetings shall be convened no later than 30 June 2019 (or such other date as may be agreed between Charter Court and OSB), with the Charter Court General Meeting being expected to be held immediately after or at any adjournment, postponement or reconvention thereof; • following the Court Meeting. Following Meetings and satisfaction and/or waiver (where applicable) of the Charter Court Meetingsother Conditions, the Scheme shall not become effective unless the Scheme is being sanctioned by the Court (with or without modification modification, but subject to any modification being on terms reasonably acceptable to Charter Court Young’s and OSB) City Pubs); and • following the sanction of the Scheme by the Court, a copy of the Scheme Court Order is being delivered to the Registrar of Companies for registration. The Scheme is also subject to Transaction shall lapse if: • the Conditions Court Meeting and further terms set out in Appendix I to this Announcement and to the full terms and conditions that will be General Meeting are not held on or before the twenty second (22nd) day after the expected date of such Meetings, as set out in the Scheme Document. The Scheme Document will include full details of the Scheme, together with an explanatory statement providing details of the Combination, in due course (or such later date as may be agreed between Xxxxx’x and the notices convening City Pubs); • the Court Meeting and Sanction Hearing is not held on or before the Charter Court General Meeting. The Scheme Document will also contain twenty second (22nd) day after the expected timetable for the Combinationdate of such hearing, and will specify the necessary actions to be taken by Charter Court Shareholders. The Scheme Document is expected to be despatched to Charter Court Shareholders and, for information only, to persons with information rights and holders of options granted under the Charter Court Share Plans, as set out in Q2 2019 (subject to agreement between Charter Court and OSB, and the availability of the Court to approve the Scheme Document for postingin due course (or such later date as may be agreed between Young’s and City Pubs). The Scheme Document and Forms of Proxy will be made available to all Charter Court Shareholders at no charge to them. For the purposes of paragraph 3(a) of Appendix 7 to the City Code, the Panel has consented to an extension of the applicable date for posting, such that Charter Court may post ; or • the Scheme Document by 14 June 2019. Once the necessary approvals from Charter Court Shareholders and OSB Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived and the Scheme has been sanctioned by the Court, the Scheme will does not become effective upon delivery of on or before the Scheme Court Order to the Registrar of Companies for registrationLong-Stop Date. Upon the Scheme becoming effective, Effective: (i) it will be binding on all Charter Court Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the Charter Court and/or General Meeting (and and, if they attended and voted, whether or not they voted in favour); and (ii) the Consideration for the transfer of the Scheme Shares to Young’s will be settled no later than fourteen (14) days after the Effective Date. If In addition, share certificates in respect of the City Pubs Shares will cease to be valid and entitlements to City Pubs Shares held within CREST will be cancelled. Any City Pubs Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The Resolutions to be proposed at the General Meeting will, amongst other matters, provide that the City Pubs Articles be amended to incorporate provisions requiring any City Pubs Shares issued after the Scheme Record Time (other than to Young’s and/or its nominees) to be automatically transferred to Young’s either (i) if the City Pubs Share is issued pursuant to the exercise of an option granted in 2022 under the City Pubs CSOP, for cash consideration per City Pubs Share equal to the value of the Consideration (with the value of a Young’s Share for these purposes being determined at the latest practicable date prior to the publication of the proposal to the holders of such options under Rule 15 of the Code) or (ii) otherwise, on the same terms as the Transaction (other than terms as to timings and formalities). These provisions of the City Pubs Articles (as amended) will avoid any person (other than Young’s and/or its nominees) holding City Pubs Shares after the Effective Date. It is expected that the Scheme Document containing further information about the Transaction, the expected timetable for the implementation of the Scheme and notices of the Court Meeting and General Meeting, together with the Forms of Proxy, will be published as soon as possible and, in any event, within 28 days of the date of this announcement (unless otherwise agreed between Young’s and City Pubs with the consent of the Panel). The Transaction will lapse if the Scheme does not become effective on Effective by the Long-Stop Date (or before such later date as Young’s and City Pubs may agree, with the Longstop Dateconsent of the Panel and as the Court may approve, if such approval is required). Subject, among other things, to the satisfaction or (where applicable) waiver of the Conditions, it is expected that the Scheme will lapse and become Effective during the Combination will not proceed (unless the Panel otherwise consents)first quarter of 2024. The Scheme will be governed by English law and will be subject to the jurisdiction of the Courtlaw. The Scheme will be subject to the applicable requirements of the City Code, the Panel, the London Stock Exchange (including pursuant to the AIM Rules) and the FCACompanies Act 2006.

Scheme of Arrangement. It is intended that the Combination Acquisition will be effected by means of a Court-court sanctioned scheme of arrangement between Charter Court and the Scheme Shareholders under Part 26 Article 125 of the Companies Act(Jersey) Law 1991. The purpose of the Scheme is to provide for OSB Bidco to become the holder owner of the entire whole of the issued and to be issued share capital of Charter CourtCharter. This Under the Scheme, the Acquisition is to be principally achieved by by: Ø the transfer cancellation of the Scheme Shares to OSB, held by Scheme Shareholders in consideration for which the Scheme Shareholders will receive consideration on the Considerationbasis set out in paragraph 2 of this announcement (including, the issue of New Colfax Shares to Scheme Shareholders); Ø amendments to Charter's articles of association to ensure that any Charter Shares issued (other than to Bidco or any subsidiaries or nominees of Colfax) between approval of the Scheme at the Court Meeting and the Scheme Record Time will be subject to the Scheme and that any Charter Shares issued after the Scheme Record Time will automatically be acquired by Bidco; and Ø the issue of New Charter Shares to Bidco provided for in the Scheme that will result in Charter becoming an indirect, wholly-owned subsidiary of Colfax. The Acquisition will be subject to the Conditions and further terms and conditions referred to in Appendix 1 to this announcement and to be set out in the Scheme Document. To become effective, the Scheme requires the approval of the Charter Shareholders by the passing of a resolution at the Court Meeting. The resolution must be approved at the Court Meeting by a majority in number representing at least 75 per cent. not less than three-fourths of the voting rights of the holders of Scheme the Charter Shares in issue as at the Voting Record Time (or the relevant class or classes thereof, if applicable) present and voting (and entitled to vote), either in person or by proxy, at such Court Meeting. The Scheme also requires the Charter Court Resolutions to be approved by at least 75 per cent. of the voting rights of Charter Court Shareholders present and voting, either in person or by proxy, at the Court Meeting. To become effective, the Scheme also requires the passing of a special resolution at the Charter Court General Meeting, requiring the approval of Charter Shareholders representing at least two thirds of the votes cast at the Charter General Meeting and the OSB Resolutions being passed (either in person or by the requisite majority of OSB Shareholders at the OSB General Meetingproxy). It is expected that the The Charter Court Meetings shall be convened no later than 30 June 2019 (or such other date as may be agreed between Charter Court and OSB), with the Charter Court General Meeting being expected to will be held immediately after the Court Meeting. Following the Charter Court Meetings, the Scheme shall not become effective unless the Scheme is must be sanctioned by the Court (and the associated Capital Reduction must be confirmed by the Court. The Scheme will become effective in accordance with or without modification but subject to any modification being its terms on terms reasonably acceptable to Charter Court and OSB) and delivery of the Scheme Court Order, the Reduction Court Order is delivered and the minute of the Capital Reduction attached thereto to the Registrar of Companies for registrationCompanies, and, in relation to the Capital Reduction, the Reduction Court Order and attached minute being filed with and registered by the Registrar of Companies. Upon the Scheme becoming effective, it will be binding on all Charter Shareholders, irrespective of whether or not they attended or voted at the Meetings and the consideration due under the Acquisition will be despatched by Bidco to Scheme Shareholders no later than 14 days after the Effective Date. The Scheme is also subject will contain a provision for Bidco and Charter to jointly consent, on behalf of all persons concerned, to any modification of or addition to the Conditions and further terms set out in Appendix I Scheme or to this Announcement and any condition that the Court may approve or impose. Charter has been advised that the Court would be unlikely to approve any modification of, or addition to, or impose a condition to the full terms and conditions that will Scheme which might be set out material to the interests of Scheme Shareholders unless Scheme Shareholders were informed of such modification, addition or condition. It would be a matter for the Court to decide, in its discretion, whether or not a further meeting of the Scheme DocumentShareholders should be held in these circumstances. The Scheme Document will include full details of the Scheme, together with an explanatory statement providing details notices of the Combination, and the notices convening the Court Meeting and the Charter Court General Meeting. The Scheme Document will also contain Meeting and the expected timetable for the Combinationtimetable, and will specify the necessary actions action to be taken by Charter Court Scheme Shareholders. The Scheme Document is expected to be despatched to Charter Court Shareholders and, for information only, to persons with information rights and holders of options granted under the Charter Court Share Plans, in Q2 2019 (subject to agreement between Charter Court and OSB, and the availability of the Court to approve the Scheme Document for posting). The Scheme Document and Forms of Proxy will be made available to all Charter Court Shareholders at no charge to them. For the purposes of paragraph 3(a) of Appendix 7 to the City Code, the Panel has consented to an extension of the applicable date for posting, such that Charter Court may post the Scheme Document by 14 June 2019. Once the necessary approvals from Charter Court Shareholders and OSB Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived and the Scheme has been sanctioned by the Court, the Scheme will become effective upon delivery of the Scheme Court Order to the Registrar of Companies for registration. Upon the Scheme becoming effective, it will be binding on all Charter Court Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the Charter Court General Meeting (and if they attended and voted, whether or not they voted in favour). If the Scheme does not become effective on or before the Longstop Date, it will lapse and the Combination will not proceed (unless the Panel otherwise consents). The Scheme will be governed by English law and will be subject to the jurisdiction of the CourtJersey law. The Scheme will be subject to the applicable requirements of the City Code, the Panel, the London Stock Exchange and the FCAUK Listing Authority. The bases and sources of certain information contained in this announcement are set out in Appendix 2. Certain terms used in this announcement are defined in Appendix 4.

Scheme of Arrangement. It is intended that the Combination Acquisition will be effected by means of a Court-court sanctioned scheme of arrangement between Charter Court and the Scheme Shareholders under Part 26 Article 125 of the Companies Act(Jersey) Law 1991. The purpose of the Scheme is to provide for OSB Bidco to become the holder owner of the entire whole of the issued and to be issued share capital of Charter CourtCharter. This Under the Scheme, the Acquisition is to be principally achieved by by: Ø the transfer cancellation of the Scheme Shares to OSB, held by Scheme Shareholders in consideration for which the Scheme Shareholders will receive consideration on the Considerationbasis set out in paragraph 2 of this announcement (including, the issue of New Colfax Shares to Scheme Shareholders); Ø amendments to Charter's articles of association to ensure that any Charter Shares issued (other than to Bidco or any subsidiaries or nominees of Colfax) between approval of the Scheme at the Court Meeting and the Scheme Record Time will be subject to the Scheme and that any Charter Shares issued after the Scheme Record Time will automatically be acquired by Bidco; and Ø the issue of New Charter Shares to Bidco provided for in the Scheme that will result in Charter becoming an indirect, wholly-owned subsidiary of Colfax. The Acquisition will be subject to the Conditions and further terms and conditions referred to in Appendix 1 to this announcement and to be set out in the Scheme Document. To become effective, the Scheme requires the approval of the Charter Shareholders by the passing of a resolution at the Court Meeting. The resolution must be approved at the Court Meeting by a majority in number representing at least 75 per cent. not less than three-fourths of the voting rights of the holders of Scheme the Charter Shares in issue as at the Voting Record Time (or the relevant class or classes thereof, if applicable) present and voting (and entitled to vote), either in person or by proxy, at such Court Meeting. The Scheme also requires the Charter Court Resolutions to be approved by at least 75 per cent. of the voting rights of Charter Court Shareholders present and voting, either in person or by proxy, at the Court Meeting. To become effective, the Scheme also requires the passing of a special resolution at the Charter Court General Meeting, requiring the approval of Charter Shareholders representing at least two thirds of the votes cast at the Charter General Meeting and the OSB Resolutions being passed (either in person or by the requisite majority of OSB Shareholders at the OSB General Meetingproxy). It is expected that the The Charter Court Meetings shall be convened no later than 30 June 2019 (or such other date as may be agreed between Charter Court and OSB), with the Charter Court General Meeting being expected to will be held immediately after the Court Meeting. Following the Charter Court Meetings, the Scheme shall not become effective unless the Scheme is must be sanctioned by the Court (and the associated Capital Reduction must be confirmed by the Court. The Scheme will become effective in accordance with or without modification but subject to any modification being its terms on terms reasonably acceptable to Charter Court and OSB) and delivery of the Scheme Court Order, the Reduction Court Order is delivered and the minute of the Capital Reduction attached thereto to the Registrar of Companies for registrationCompanies, and, in relation to the Capital Reduction, the Reduction Court Order and attached minute being filed with and registered by the Registrar of Companies. Upon the Scheme becoming effective, it will be binding on all Charter Shareholders, irrespective of whether or not they attended or voted at the Meetings and the consideration due under the Acquisition will be despatched by Bidco to Scheme Shareholders no later than 14 days after the Effective Date. The Scheme is also subject will contain a provision for Bidco and Charter to jointly consent, on behalf of all persons concerned, to any modification of or addition to the Conditions and further terms set out in Appendix I Scheme or to this Announcement and any condition that the Court may approve or impose. Charter has been advised that the Court would be unlikely to approve any modification of, or addition to, or impose a condition to the full terms and conditions that will Scheme which might be set out material to the interests of Scheme Shareholders unless Scheme Shareholders were informed of such modification, addition or condition. It would be a matter for the Court to decide, in its discretion, whether or not a further meeting of the Scheme DocumentShareholders should be held in these circumstances. The Scheme Document will include full details of the Scheme, together with an explanatory statement providing details notices of the Combination, and the notices convening the Court Meeting and the Charter Court General Meeting. The Scheme Document will also contain Meeting and the expected timetable for the Combinationtimetable, and will specify the necessary actions action to be taken by Charter Court Scheme Shareholders. The Scheme Document is expected to be despatched to Charter Court Shareholders and, for information only, to persons with information rights and holders of options granted under the Charter Court Share Plans, in Q2 2019 (subject to agreement between Charter Court and OSB, and the availability of the Court to approve the Scheme Document for posting). The Scheme Document and Forms of Proxy will be made available to all Charter Court Shareholders at no charge to them. For the purposes of paragraph 3(a) of Appendix 7 to the City Code, the Panel has consented to an extension of the applicable date for posting, such that Charter Court may post the Scheme Document by 14 June 2019. Once the necessary approvals from Charter Court Shareholders and OSB Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived and the Scheme has been sanctioned by the Court, the Scheme will become effective upon delivery of the Scheme Court Order to the Registrar of Companies for registration. Upon the Scheme becoming effective, it will be binding on all Charter Court Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the Charter Court General Meeting (and if they attended and voted, whether or not they voted in favour). If the Scheme does not become effective on or before the Longstop Date, it will lapse and the Combination will not proceed (unless the Panel otherwise consents). The Scheme will be governed by English law and will be subject to the jurisdiction of the CourtJersey law. The Scheme will be subject to the applicable requirements of the City Code, the Panel, the London Stock Exchange and the FCAUK Listing Authority. The bases and sources of certain information contained in this announcement are set out in Appendix 2. Certain terms used in this announcement are defined in Appendix 4. Irrevocable Undertakings Those members of the Board of Charter who hold beneficial interests in Charter Shares have irrevocably undertaken to vote in favour of the resolutions relating to the Acquisition at the Meetings (or, in the event that the Acquisition is implemented by way of a takeover offer, to accept the Offer) in respect of their own beneficial holdings which total 176,977 Charter Shares representing in aggregate approximately 0.1 per cent. of Charter’s issued share capital at the date of this announcement. These irrevocable undertakings will continue to be binding even if a competing offer is made for Charter which exceeds the value of the Acquisition and even if such higher offer is recommended for acceptance by the Board of Charter. Further details of these irrevocable undertakings are set out in Appendix 3.