Common use of The Scheme Clause in Contracts

The Scheme. It is intended that the Acquisition will be effected by means of a Court-sanctioned members’ scheme of arrangement between ADVANZ PHARMA and the Scheme Shareholders pursuant to Article 125 of the Jersey Companies Law. The purpose of the Scheme is to provide for Bidco to become the holder of the entire issued and to be issued limited voting share capital of ADVANZ PHARMA. This is to be achieved by the transfer of the Scheme Shares to Bidco, in consideration for which the Scheme Shareholders will receive: (a) under the Cash Offer, cash consideration on the basis set out in paragraph 2 of this Announcement; and (b) under the Alternative Offer, through the receipt of Topco B Shares on the basis set out in paragraph 12 of this Announcement, in each case to be effected pursuant to the Scheme. To become Effective, the Scheme must be approved at the Court Meeting by a majority in number of the Scheme Shareholders (or the relevant class or classes thereof, if applicable) who are on the register of members of ADVANZ PHARMA at the Scheme Voting Record Time present and voting, whether in person or by proxy, representing not less than three-quarters of the voting rights of the ADVANZ PHARMA Shares voted by those Scheme Shareholders (or the relevant class or classes thereof, if applicable). The Scheme also requires the passing at the General Meeting of the Resolutions. The General Meeting is expected to be held immediately after the Court Meeting. Following the Court Meeting and the General Meeting, the Scheme must be sanctioned by the Court. The Court Order has no effect until it has been 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 the notice convening the Court Meeting and the General Meeting. The Scheme Document will also contain the expected timetable for the Acquisition, and will specify the necessary actions to be taken by ADVANZ PHARMA Shareholders. Subject to restrictions in respect of Restricted Jurisdictions, the Scheme Document (together with the Forms of Proxy and Form of Election) will be sent to ADVANZ PHARMA Shareholders and, for information only, to persons with information rights and participants in the Management Incentive Plan, as soon as reasonably practicable, and in any event (save with the consent of the Panel), within 28 days of this Announcement. The Scheme is expected to become Effective in the second quarter of 2021, subject to the satisfaction or (where applicable) waiver of the Conditions. If the Scheme does not become Effective on or before the Long Stop Date, it will lapse and the Acquisition would not proceed (unless ADVANZ PHARMA and Bidco otherwise agree and the Panel otherwise consents). Upon the Scheme becoming Effective, (i) it will be binding on all ADVANZ PHARMA Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); and

The Scheme. It is intended that the Acquisition will be effected implemented by means way of a Court-sanctioned members’ scheme of arrangement between ADVANZ PHARMA under Part 26 of the Companies Act (although Regent reserves the right to effect the Acquisition by way of a Takeover Offer, subject to the consent of the Takeover Panel and the Scheme Shareholders pursuant to Article 125 terms of the Jersey Companies LawCo-operation Agreement). The purpose of the Scheme is to provide for Bidco Regent to become the holder owner of the entire issued and to be issued limited voting share capital of ADVANZ PHARMATClarke (other than the Excluded Shares). This Under the Scheme, the Acquisition is to be achieved by the transfer of the Scheme Shares held by Scheme Shareholders to Bidco, Regent in consideration for which the Scheme Shareholders will receive: (a) under receive the Cash Offer, cash consideration on Consideration. The Acquisition will be subject to the basis Conditions and further terms and conditions referred to in Appendix 1 to this Announcement and to be set out in paragraph 2 of this Announcement; and (b) under the Alternative OfferScheme Document. Subject, through the receipt of Topco B Shares on the basis set out in paragraph 12 of this Announcementamongst other things, in each case to be effected pursuant to the Scheme. To become Effectivesatisfaction (or, where applicable, waiver) of the Conditions, the Scheme must be approved at will only become Effective if, amongst other things, the Court Meeting following events occur on or before the Long Stop Date: a) the approval by a majority in number of the Scheme Shareholders Shareholders, present and voting (or the relevant class or classes thereof, if applicableand entitled to vote) who are on the register of members of ADVANZ PHARMA at the Scheme Voting Record Time present and votingCourt Meeting, whether in person or by proxy, representing not less than three-quarters 75 per cent. or more in value of the voting rights of the ADVANZ PHARMA Scheme Shares voted held by those Scheme Shareholders (or Shareholders; and b) the relevant class or classes thereof, if applicable). The Scheme also requires approval of the passing Resolutions at the General Meeting of by TClarke Shareholders by the Resolutions. The requisite majorities (it is intended that the General Meeting is expected to will be held immediately directly after the Court Meeting. Following ); c) certain regulatory approvals as described in Appendix 1 to this Announcement (including from the Court Meeting and Secretary of State pursuant to the General MeetingNSI Act) are obtained or waived, as applicable; d) following the Meetings, the Scheme must be is sanctioned by the Court. The Court (with or without modification, and, if with modification, on terms agreed by Regent and TClarke); and e) following such sanction, a copy of the Court Order has no effect until it has been is delivered to the Registrar of Companies for registrationCompanies. The Upon 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 becoming Effective, it will be set out binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Meetings (and if they attended and voted, whether or not they voted in favour of the Scheme) and the Consideration will be despatched by Regent to Scheme DocumentShareholders no later than 14 days after the Effective Date. In addition, share certificates in respect of TClarke Shares will cease to be valid and entitlements to TClarke Shares held within the CREST system will be cancelled. The Scheme Document will include full details of the Scheme, together with the notice notices convening the Court Meeting and the General Meeting. The Scheme Document will also contain the expected timetable for the Acquisition, and will specify the necessary actions to be taken by ADVANZ PHARMA TClarke Shareholders. Subject to restrictions in respect of Restricted Jurisdictions, the Scheme Document (together Document, along with the notices of the Court Meeting and the General Meeting and the Forms of Proxy and Form of Election) will be sent to ADVANZ PHARMA TClarke Shareholders and, for information only, to persons with information rights and participants in holders of options and/or awards granted under the Management Incentive PlanTClarke Share Plans, as soon as reasonably practicable, and in any event (save with the consent of the Takeover Panel), ) within 28 days of the date of this Announcement. The At this stage, subject to the satisfaction or, if applicable, waiver of the Conditions and certain further terms set out in Appendix 1 to this Announcement, the Scheme is expected to become Effective in at the end of the second quarter or early in the third quarter of 2021, subject to the satisfaction or (where applicable) waiver of the Conditions2024. If the Scheme does not become Effective on or before the Long Stop DateDate (or such later date as Regent and TClarke may, with the consent of the Takeover Panel and, if required, the Court, agree) it will lapse and the Acquisition would will not proceed (unless ADVANZ PHARMA Regent and Bidco TClarke otherwise agree and the Takeover Panel otherwise consents). Upon As set out in further detail in the Condition in paragraph 2 of Appendix 1 to this Announcement, the Scheme becoming Effectivewill also lapse if, amongst other things, any of the Court Meeting, the General Meeting and/or the Sanction Hearing is not held on or before the 22nd day after the expected date of such meetings to be set out in the Scheme Document in due course (or such later date as may be: (i) it will be binding on all ADVANZ PHARMA Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (agreed between Regent and if they attended and voted, whether or not they voted in favour)TClarke; andor

The Scheme. It is intended that 3.1 The OLX Board shall propose the Acquisition will be effected by means of Scheme to OLX Shareholders, excluding the Excluded OLX Shareholders, as a Court-sanctioned members’ scheme of arrangement in terms of section 114 of the Companies Act between ADVANZ PHARMA OLX and OLX Shareholders, and to which Bidco shall be a party, in terms of which the Scheme Shareholders pursuant Participants shall dispose of their Scheme Shares to Article 125 of Bidco for the Jersey Companies Law. The purpose Scheme Consideration, on and subject to the terms and conditions of the Scheme is to provide for Bidco to become the holder contemplated in this Agreement. 3.2 In terms of the entire issued and to be issued limited voting share capital of ADVANZ PHARMA. This is to be achieved by Scheme, Bidco will, on the transfer Scheme Implementation Date, acquire all of the Scheme Shares to Bidco, in consideration for which held by the Scheme Shareholders will receive:Participants for the Scheme Consideration. (a) under 3.3 The consideration payable by Bidco to the Cash Offer, cash consideration on the basis set out in paragraph 2 of this Announcement; and (b) under the Alternative Offer, through the receipt of Topco B Shares on the basis set out in paragraph 12 of this Announcement, in Scheme Participants for each case Scheme Share shall be an amount equal to be effected R3.30 per Scheme Share acquired pursuant to the Scheme. To become Effective, the Scheme must be approved at the Court Meeting by a majority in number of the Scheme Shareholders (or the relevant class or classes thereof, provided that if applicable) who are on the register of members of ADVANZ PHARMA at the Scheme Voting Record Time present and voting, whether in person or by proxy, representing not less than three-quarters of the voting rights of the ADVANZ PHARMA Shares voted by those Scheme Shareholders (or the relevant class or classes thereof, if applicable). The Scheme also requires the passing at the General Meeting of the Resolutions. The General Meeting is expected to be held immediately after the Court Meeting. Following the Court Meeting and the General Meeting, the Scheme must be sanctioned by the Court. The Court Order has no effect until it has been 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 extent that (i) OLX declares any Distribution in favour of the OLX Shares during the period commencing on the Signature Date and conditions that ending on the Scheme Implementation Date; and (ii) the record date for participating in such declared Distribution occurs prior to the Scheme Implementation Date, then the consideration of R3.30 per Scheme Share shall be reduced by an amount equal to the gross amount of such Distribution accruing in respect of each Scheme Share (the "Scheme Consideration"). 3.4 The Scheme Consideration will be settled by payment in cash to the Scheme Participants on the Scheme Consideration Settlement Date, in accordance with the settlement procedures set out in the Scheme Document. Circular and in compliance with the FMA. 3.5 The OLX Board undertakes (irrespective of its view as to the merits thereof) to propose the Scheme Document will include full details to OLX Shareholders in accordance with section 114 of the Companies Act and the Takeover Regulations, and to ensure that OLX Shareholders are given the opportunity to consider the approval of the Scheme, together with and to vote on the notice convening OLX Resolutions at the Court Meeting Scheme Meeting. This undertaking shall not be construed as an undertaking by the OLX Board to recommend the Scheme to OLX Shareholders and the General Meeting. The Scheme Document will also contain OLX Board shall be free to make its decision in such regard after having received the expected timetable for Independent Expert's Report. 3.6 Each of Bidco and OLX undertakes in favour of the Acquisition, other to do everything within their respective power and will specify control to procure the implementation of the steps necessary actions to be taken by ADVANZ PHARMA propose the Offer to OLX Shareholders. Subject to restrictions in respect of Restricted Jurisdictions, the Scheme Document (together with the Forms of Proxy and Form of Election) will be sent to ADVANZ PHARMA Shareholders and, for information only, to persons with information rights and participants in the Management Incentive Plan, as soon as reasonably practicablepracticable after the date on which the Firm Intention Announcement is made, and in any event (save with more specifically to use reasonable commercial endeavours to abide by the consent of dates set out for the Panel), within 28 days of this Announcement. The Scheme is expected to become Effective relevant steps in the second quarter of 2021, subject to the satisfaction or (where applicable) waiver of the Conditions. If the Scheme does not become Effective on or before the Long Stop Date, it will lapse and the Acquisition would not proceed (unless ADVANZ PHARMA and Bidco otherwise agree and the Panel otherwise consents). Upon the Scheme becoming Effective, (i) it will be binding on all ADVANZ PHARMA Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); andTimetable.

The Scheme. It is intended that the Acquisition will be effected by means of a Court-sanctioned members’ scheme of arrangement between ADVANZ PHARMA RPC and the Scheme Shareholders pursuant to Article 125 Part 26 of the Jersey Companies LawAct 2006. The purpose of the Scheme is to provide for Xxxxx Bidco to become the holder of the entire issued and to be issued limited voting ordinary share capital of ADVANZ PHARMARPC. This is to be achieved by the transfer of the Scheme Shares to Xxxxx Bidco, in consideration for which the Scheme Shareholders will receive: (a) under receive the Cash Offer, cash consideration on the basis set out in paragraph 2 of this Announcement; and (b) under the Alternative Offer, through the receipt of Topco B Shares on the basis set out in paragraph 12 of this Announcement, in each case to be effected pursuant to the SchemeConsideration. To become Effective, the Scheme must be approved at the Court Meeting by a majority in number of the Scheme Shareholders (or the relevant class or classes thereof, if applicable) who are on the register of members of ADVANZ PHARMA RPC at the Scheme Voting Record Time present and voting, whether in person or by proxy, representing not less than three-three quarters or more of the voting rights of votes attached to the ADVANZ PHARMA Scheme Shares voted cast by those Scheme Shareholders (or the relevant class or classes thereof, if applicable). The Scheme also requires the passing at the RPC General Meeting of the RPC Resolutions. The RPC General Meeting is expected to be held immediately after the Court Meeting. Following the Court Meeting and the General MeetingRPC Meetings, the Scheme must be sanctioned by the Court. The Finally, a copy of the Court Order has no effect until it has been must be delivered to the Registrar of Companies for registration, upon which the Scheme will become Effective. 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 the notice notices convening the Court Meeting and the RPC General Meeting. The Scheme Document will also contain the expected timetable for the Acquisition, and will specify the necessary actions to be taken by ADVANZ PHARMA RPC Shareholders. Subject to restrictions in respect of Restricted Jurisdictions, the Scheme Document (together with the Forms of Proxy and Form of Election) will be sent to ADVANZ PHARMA RPC Shareholders and, for information only, to persons with information rights and participants in holders of options and/or awards granted under the Management Incentive PlanRPC Share Plans, as soon as reasonably practicable, and in any event (save with the consent of the Panel), within 28 days of this Announcement. The Scheme is expected to become Effective early in the second third quarter of 20212019, subject to the satisfaction or (where applicable) waiver of the Conditions. If the Scheme does not become Effective on or before the Long Stop Date, it will lapse and the Acquisition would not proceed (unless ADVANZ PHARMA RPC and Xxxxx Bidco otherwise agree and the Panel otherwise consents). Upon the Scheme becoming Effective, (i) it will be binding on all ADVANZ PHARMA RPC Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the RPC General Meeting (and if they attended and voted, whether or not they voted in favour); andfavour); and (ii) share certificates in respect of RPC Shares will cease to be valid and entitlements to RPC Shares held in CREST will be cancelled. The Consideration payable under the Scheme will be despatched to Scheme Shareholders by Xxxxx Xxxxx no later than 14 days after the Effective Date. Upon the Scheme becoming Effective, the non-executive directors of RPC will resign as directors of RPC. 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 Takeover Code, the Panel, the London Stock Exchange and the UKLA.