Common use of Restructuring Agreement Clause in Contracts

Restructuring Agreement. In connection with the Equitix Acquisition, Bidco and Equitix Holdco, among others, have entered into the Restructuring Agreement on or around the date of this Announcement, pursuant to which the parties have agreed certain restructuring steps to occur as soon as reasonably practicable following the Effective Date, to effect the Equitix Acquisition (which shall result in Equitix Holdco owning 50 per cent. of the shares in Xxxx Xxxxx Investments Limited). Bidco and Equitix Holdco have agreed that the Equitix Acquisition will be effected through the subscription by Equitix Holdco in cash for loan notes issued by Aqueduct Midco Limited, the holding company of Bidco, pursuant to the Equitix Bridge Loan, for the purposes of partially funding the Acquisition. Such loan notes shall be transferred by Equitix Holdco to Aqueduct Newco 2 Limited, an indirectly wholly-owned subsidiary of Bidco (the “KKR Investor”), in consideration for the KKR Investor procuring the issuance of the AssetCo Issuance Shares to Equitix Holdco. Prior to the issuance of the AssetCo Issuance Shares to Equitix Holdco, Bidco shall be required to arrange for the listing of Xxxx Xxxxx to be cancelled, and for Xxxx Xxxxx to be re-registered as a private limited company. Such re-registration will take place following the Effective Date. The Restructuring Agreement also includes certain co-operation provisions as between Equitix Holdco, Bidco and certain of their affiliates. In particular, these include obligations for Equitix to co- operate and provide information required for the regulatory filings and third-party consents to be sought by Bidco in connection with the Transaction. There are also customary conduct of business gap controls that will apply between the Effective Date and the Equitix Acquisition Effective Date, before Equitix Holdco acquires the AssetCo Issuance Shares. The Restructuring Agreement includes customary standstill provisions pursuant to which Equitix Holdco has agreed that it shall not acquire Xxxx Xxxxx Shares or any interest in the Xxxx Xxxxx Group without the prior consent of Bidco until the earlier of (i) the Effective Date, and (ii) six months following the termination of the Restructuring Agreement (provided that such six month cooling off period will not apply to acquisitions by Equitix Holdco of any interests with a net asset value of up to 15% of the total net asset value of Xxxx Xxxxx Investments Limited and its subsidiaries). After completion of the Transaction, Xxxx Xxxxx Investments Limited and its direct and indirect subsidiaries (the “AssetCo Group”) shall have a call option over interests which Equitix Holdco and its affiliates or Bidco and its controlled affiliates acquire in any assets or projects in which any member of the AssetCo Group holds a direct or indirect interest as at the date of this Announcement, where such interests have been sold as a result of the Acquisition and/or the Equitix Acquisition (the "Call Option"). Any existing letters of credit that have been issued under the existing financing arrangements of the Xxxx Xxxxx Group to support obligations relating to the AssetCo Group shall be backstopped and/or replaced by the KKR Investor and Equitix Holdco pro rata to their ownership interest in the ordinary shares of Xxxx Xxxxx Investments Limited from time to time.

Restructuring Agreement. In connection with the Equitix Acquisition, Bidco and Equitix Holdco, among others, have entered into the Restructuring Agreement on or around the date of this Announcement, pursuant to which the parties have agreed certain restructuring steps to occur as soon as reasonably practicable following the Effective Date, to effect the Equitix Acquisition (which shall result in Equitix Holdco owning 50 per cent. of the shares in Xxxx Xxxxx John Laing Investments Limited). Bidco and Equitix Holdco have agreed that the Equitix Acquisition will be effected through the subscription by Equitix Holdco in cash for loan notes issued by Aqueduct Midco Limited, the holding company of Bidco, pursuant to the Equitix Bridge Loan, for the purposes of partially funding the Acquisition. Such loan notes shall be transferred by Equitix Holdco to Aqueduct Newco 2 Limited, an indirectly wholly-owned subsidiary of Bidco (the “KKR Investor”), in consideration for the KKR Investor procuring the issuance of the AssetCo Issuance Shares to Equitix Holdco. Prior to the issuance of the AssetCo Issuance Shares to Equitix Holdco, Bidco shall be required to arrange for the listing of Xxxx Xxxxx John Laing to be cancelled, and for Xxxx Xxxxx John Laing to be re-registered as a private limited company. Such re-registration will take place following the Effective Date. The Restructuring Agreement also includes certain co-operation provisions as between Equitix Holdco, Bidco and certain of their affiliates. In particular, these include obligations for Equitix to co- operate and provide information required for the regulatory filings and third-party consents to be sought by Bidco in connection with the Transaction. There are also customary conduct of business gap controls that will apply between the Effective Date and the Equitix Acquisition Effective Date, before Equitix Holdco acquires the AssetCo Issuance Shares. The Restructuring Agreement includes customary standstill provisions pursuant to which Equitix Holdco has agreed that it shall not acquire Xxxx Xxxxx John Laing Shares or any interest in the Xxxx Xxxxx John Laing Group without the prior consent of Bidco until the earlier of (i) the Effective Date, and (ii) six months following the termination of the Restructuring Agreement (provided that such six month cooling off period will not apply to acquisitions by Equitix Holdco of any interests with a net asset value of up to 15% of the total net asset value of Xxxx Xxxxx John Laing Investments Limited and its subsidiaries). After completion of the Transaction, Xxxx Xxxxx John Laing Investments Limited and its direct and indirect subsidiaries (the “AssetCo Group”) shall have a call option over interests which Equitix Holdco and its affiliates or Bidco and its controlled affiliates acquire in any assets or projects in which any member of the AssetCo Group holds a direct or indirect interest as at the date of this Announcement, where such interests have been sold as a result of the Acquisition and/or the Equitix Acquisition (the "Call Option"). Any existing letters of credit that have been issued under the existing financing arrangements of the Xxxx Xxxxx John Laing Group to support obligations relating to the AssetCo Group shall be backstopped and/or replaced by the KKR Investor and Equitix Holdco pro rata to their ownership interest in the ordinary shares of Xxxx Xxxxx John Laing Investments Limited from time to time.