ESCROW AGREEMENTEscrow Agreement • April 27th, 2010 • Cascal N.V. • Water supply • New York
THIS ESCROW AGREEMENT (this “Agreement”), dated as of April 26, 2010 is among Sembcorp Utilities Pte Ltd (“Sembcorp”), Biwater Investments Limited (“Biwater”), HSBC Bank plc (“HSBC”), the Trustees of the Biwater Retirement and Security Scheme (the “Trustees”) and The Bank of New York Mellon, a New York banking corporation, as escrow agent (the “Escrow Agent”).
Appendix B PENSIONS AGREEMENTPensions Agreement • April 27th, 2010 • Cascal N.V. • Water supply
CLIFFORD CHANCE LLPOffer and Stockholder Support Agreement • April 27th, 2010 • Cascal N.V. • Water supply • New York
This Tender Offer and Stockholder Support Agreement, dated as of April 26, 2010 (this “Agreement”), is by and among Sembcorp Utilities Pte Ltd., a limited liability company incorporated under the laws of Singapore (“Purchaser”), Biwater Investments Ltd., a limited company existing under the laws of England & Wales (the “Stockholder”) and majority stockholder of Cascal N.V., a public company with limited liability organized under the laws of The Netherlands (the “Company”), and Biwater Holdings Limited, a limited company existing under the laws of England & Wales and the ultimate parent company of the Stockholder (“Parent”).
JOINT FILING AGREEMENTJoint Filing Agreement • April 27th, 2010 • Cascal N.V. • Water supply
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D and any amendments to it with respect to the common stock, par value €0.50 per share, of Cascal N.V. and further agree that this Joint Filing Agreement be included as an Exhibit to those joint filings.
Appendix A CONDITIONS TO THE OFFERCascal N.V. • April 27th, 2010 • Water supply
Notwithstanding any other provision of the Offer, Purchaser shall not be required to accept for payment any Shares tendered pursuant to the Offer, and may extend, terminate or amend the Offer, if (i) immediately prior to the Expiration Date of the Offer, the 80% Condition is not satisfied, or (ii) at any time on or after the execution of the Tender Offer and Stockholder Support Agreement and prior to the Expiration Date of the Offer, any of the following conditions (collectively, the “Conditions”) exists:
