CASCAL N.V. 12,000,000 Common Shares Underwriting AgreementCascal N.V. • January 25th, 2008 • Water supply • New York
Cascal N.V., a Dutch public limited company (naamloze vennootschap or N.V.) (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), and Biwater Investments Limited, a company incorporated in England and Wales (the “Selling Shareholder”), propose to sell to the several Underwriters, an aggregate of 12,000,000 common shares, par value EUR 0.50 per share, of the Company (the “Underwritten Shares”), of which 7,710,000 shares are to be issued and sold by the Company and 4,290,000 shares are to be sold by the Selling Shareholder, in each case, after giving effect to the (i) split of shares from a par value of EUR 5 per share to a par value of EUR 0.50 per share, (ii) conversion from two classes of common shares (A and B) to one class of common shares, (iii) increase of the authorized share capital from EUR 100,000 to EUR 50,000,000, (iv) issues of shares in th
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”).
Loan Agreement between AGUAS DE PANAMA S.A. and INTERNATIONAL FINANCE CORPORATION Dated April 11, 2003Loan Agreement • January 7th, 2008 • Cascal B.V. • New York
Appendix B PENSIONS AGREEMENTPensions Agreement • April 27th, 2010 • Cascal N.V. • Water supply
Dated 26 November 2007 BIWATER PLC (1) - and - CASCAL B.V. (2) NAME LICENCEDeed of Agreement • January 7th, 2008 • Cascal B.V.
INTERCOMPANY LOAN AGREEMENT BETWEEN CASCAL SERVICES LIMITED and BIWATER PLCIntercompany Loan Agreement • January 7th, 2008 • Cascal B.V.
AMENDMENT AND RESTATEMENT AGREEMENT Dated 26 June 2009 for CASCAL N.V. as the Borrower arranged by HSBC BANK PLC as Arranger and HSBC BANK PLC acting as Agent and HSBC BANK PLC acting as Security Agent and HSBC BANK PLC acting as Issuing Bank RELATING...Cascal Facility Agreement • July 1st, 2009 • Cascal N.V. • Water supply • England and Wales
THIS AGREEMENT is dated 25 June 2007, as amended and restated on 2 November 2007, as further amended on 19 November 2007, as further amended and restated on 12 June 2008, as further amended on 23 February 2009, and as further amended and restated on 26 June 2009 and made between:
SIDE AGREEMENTSide Agreement • January 7th, 2008 • Cascal B.V.
• Both Cascal and Biwater individually lease a part of the office Premises numbered 6.1.24 — hereinafter the “Premises” — located at Strawinskylaan 3105, 1077 ZX Amsterdam, the Netherlands, from Equity Trust Co. N. V. — hereinafter the “Lessor” — on the basis of written lease agreements; see Annex 1, hereinafter the “Lease Agreements”.
US$30,000,000 FACILITY AGREEMENT Dated 25 June 2007 as amended and restated on 2 November 2007 for CASCAL B.V. as Borrower arranged by HSBC BANK PLC as Mandated Lead Arranger and HSBC BANK PLC acting as Agent and HSBC BANK PLC acting as Security Agent...Facility Agreement • January 7th, 2008 • Cascal B.V.
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”).
DATED 27 June 2006 Biwater Plc and Adrian Edward White and Cascal B.V. SHARE PURCHASE AGREEMENTAgreement • January 7th, 2008 • Cascal B.V. • England and Wales
SUBORDINATION AGREEMENT Dated 29 June 2007 CASCAL SERVICES LIMITED as Borrower THE ROYAL BANK OF SCOTLAND as the Senior Creditor and BIWATER CAPITAL PLC as the Junior Creditor Linklaters Ref: ASLH/AVS Linklaters LLPSubordination Agreement • January 7th, 2008 • Cascal B.V.
AMENDMENT AND WAIVER AGREEMENT NO. 1 TO LOAN AGREEMENT DATED APRIL 11, 2003 between AGUAS DE PANAMA S.A. and INTERNATIONAL FINANCE CORPORATION Dated June 27, 2003And Waiver Agreement • January 7th, 2008 • Cascal B.V. • New York
This AMENDMENT AND WAIVER AGREEMENT No. 1 (this “Amendment and Waiver”), dated June 27, 2003, is made between AGUAS DE PANAMA S.A., a sociedad anónima organized and existing under the laws of the Republic of Panama (the “Borrower”) and INTERNATIONAL FINANCE CORPORATION, an international organization established by Articles of Agreement among its member countries including the Republic of Panama (“IFC”).
Cascal BV Atrium 7th floor Strawinskylaan 3105Cascal B.V. • January 7th, 2008
We, the Borrower under the terms of the Inter-company Loan Agreement dated 28 June 2006 for a sterling facility of £3,500,000, request that the Parties extend the term of this facility from 31 October 2006 until 31 January 2007, or such later date as we might both subsequently agree in writing. The Maturity Date will therefore become 31 January 2007.
SECURED TERM LOAN FACILITY AGREEMENT for a R48,5 Million Loan R76,5 Million Loan to Borrower THE GREATER NELSPRUIT UTILITY COMPANY (PROPRIETARY) LIMITED granted by Lender and Underwriter DEVELOPMENT BANK OF SOUTHERN AFRICA LIMITED Security Trustee...Secured Term Loan Facility Agreement • January 7th, 2008 • Cascal B.V.
SUBORDINATED SECURED TERM AND LETTER OF CREDIT FACILITY AGREEMENT dated 21 June 2006 for BOURNEMOUTH & WEST HAMPSHIRE WATER PLC and THE ROYAL BANK OF SCOTLAND PLC acting as Original Lender, Issuing Bank, Arranger and Agent and CASCAL B.V. Linklaters...Facility Agreement • January 7th, 2008 • Cascal B.V. • England and Wales
OFFICE SHARING AGREEMENTOffice Sharing Agreement • January 7th, 2008 • Cascal B.V.
INTERCOMPANY LOAN AGREEMENT BETWEEN BIWATER PLC and CASCAL B.V.Intercompany Loan Agreement • January 7th, 2008 • Cascal B.V.
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.
Cascal BV Atrium 7th Floor Strawinskylaan 3105Cascal B.V. • January 7th, 2008
We, the Borrower under the terms of the Inter-company Loan Agreement dated 28 June 2006 for a sterling facility of £3,500,000, as amended on 13 December 2006, request that the Parties extend the term of this facility from 31 January 2007 until 31 May 2007, or such later date as we might both subsequently agree in writing. The Maturity Date will therefore become 31 May 2007.
AGREEMENT RELATING TO REGISTRATION RIGHTS AND OTHER MATTERS DATED AS OF JANUARY 1, 2008Cascal B.V. • January 7th, 2008 • New York
THIS AGREEMENT RELATING TO REGISTRATION RIGHTS AND OTHER MATTERS (as the same may be amended, modified or supplemented in accordance with its terms, this “Agreement”) is made as of January 1, 2008 by and between Cascal B.V.1, a Dutch private limited liability company (the “Company”), and Biwater Investments Limited, a company incorporated in England and Wales (the “Shareholder”).
TERM AND LETTER OF CREDIT FACILITY AGREEMENT dated 21 June 2006 for CASCAL SERVICES LIMITED and THE ROYAL BANK OF SCOTLAND PLC acting as Original Lender, Issuing Bank, Arranger and Agent Linklaters Ref: ASLH/JKPNAgreement • January 7th, 2008 • Cascal B.V. • England and Wales
INTERCOMPANY LOAN DATED 21 DECEMBER 2007 Between BIWATER B.V. and CASCAL B.V. ALLEN & OVERY Allen & Overy LLP 71872-00025 PG:2173022.3Agreement • January 23rd, 2008 • Cascal B.V. • Water supply
NON-COMPETE, CONFIDENTIALITY AND DIRECTOR NON-REMOVAL AGREEMENT DATED AS OF JANUARY 3, 2008Non-Removal Agreement • January 7th, 2008 • Cascal B.V. • England
THIS NON-COMPETE, CONFIDENTIALITY AND DIRECTOR NON-REMOVAL AGREEMENT (as the same may be amended, modified or supplemented in accordance with its terms, this “Agreement”) is made as of January 3, 2008 by and between Cascal B.V.1, a Dutch private limited liability company (“Cascal”) and Biwater Plc, a company organized under the laws of the United Kingdom (the “Parent”).
EXECUTION COPY Dated 29 June, 2007 CASCAL SERVICES LIMITED and THE ROYAL BANK OF SCOTLAND PLC acting as the sole Lender, Issuing Bank, Arranger and Agent AMENDMENT AGREEMENT relating to the £10,110,000 Term and Letter of Credit Facility AgreementAmendment Agreement • January 7th, 2008 • Cascal B.V.
Agreement for office space for Cascal Manager in Biwater Eko Activ Office on Sofia BulgariaCascal B.V. • January 7th, 2008
Cascal Services Ltd. of Biwater House, Station Approach, Dorking, Surrey RH4 1TZ, (Cascal) represented by Andrew Young, Projects Director, hereinafter referred as the Client, who is pursuing private sector projects in Central and Eastern Europe, including Bulgaria, and is basing their Manager, Mariana Iteva, (Cascal’s Manager) in Sofia to work on these prospects, and
Cascal B.V. US$30,000,000 Facility Agreement dated 15 June 2007 as amended and restated by an Amendment and Restatement Agreement dated 2 November 2007 (the “Agreement”) - Amendment LetterCascal B.V. • January 7th, 2008
FACILITY AGREEMENTAgreement • June 25th, 2010 • Cascal N.V. • Water supply • England and Wales
ADDENDUM TO SHARE PURCHASE AGREEMENT DATED 27 JUNE 2006 BETWEEN BIWATER PLC AND CASCAL B.V.Share Purchase Agreement • January 7th, 2008 • Cascal B.V.
AMENDMENT TO THE SECURED TERM LOAN FACILITY AGREEMENT BETWEEN THE GREATER NELSPRUIT UTILITY COMPANY (PROPRIETARY) LIMITED (now trading as “Silulumanzi” hereinafter the Borrower) AND THE DEVELOPMENT BANK OF SOUTHERN AFRICA LIMITED (“the DBSA” as...Cascal B.V. • January 7th, 2008
INTERCOMPANY LOAN AGREEMENTIntercompany Loan Agreement • January 7th, 2008 • Cascal B.V.
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:
REPUBLIC OF PANAMA LAGUNA ALTA TENDER NO. 03-97 OPERATIONS AND MAINTENANCE AGREEMENT FOR THE DRINKING WATER SYSTEM TO SUPPLY WATER TO THE AREA OF LA CHORRERA, ARRAIJAN AND CAPIRA BIWATER INTERNATIONAL LTD. Biwater House Station Approach Dorking Surrey...Operations and Maintenance Agreement • January 7th, 2008 • Cascal B.V.
THIS OPERATIONS AND MAINTENANCE AGREEMENT (“Agreement”) is made this sixth day of July 2000 by and between Aguas De Panama SA a company organised and existing under the laws of the Republic of Panama with domicile at Calle Belen y Via Panamericana, Republica de Panama (“APSA”) of the one part and Biwater International Limited a company organised and existing under the laws of England with domicile at Biwater House, Station Approach, Dorking, Surrey RH4 1TZ, England acting through its Panamanian branch (“Operator”) of the other part (together the “Parties” and Individually the “Party”).
SERVICES AGREEMENTServices Agreement • January 7th, 2008 • Cascal B.V. • England
B Cascal directly employs staff and also procures certain support services from outside its own resources in order to meet all of its legal, administrative and other obligations.
BIWATER PLC -and- CASCAL N.V. -and- DEED OF AGREEMENT BIWATER RETIREMENT AND SECURITY SCHEME Herbert Smith LLPDeed of Agreement • January 23rd, 2008 • Cascal B.V. • Water supply • England and Wales
