Project Neptune - proposed acquisition of a majority stake in Network International Holdings Plc (the “Target") by BCP VI Neptune Bidco Holdings Limited (the “Acquirer”)

Case type: MRR Form 2 (Simplified Procedure) Case Parties: BCP VI Neptune Bidco Holdings Limited/Network International Holdings Plc Published: 09 Oct. 2023

This transaction involves the proposed acquisition of a majority stake in Network International Holdings Plc (the Target or Network) by BCP VI Neptune Bidco Holdings Limited (the Acquirer or Bidco) (Proposed Transaction). Bidco is a newly formed corporate vehicle established by Brookfield Business Partners together with private equity funds ultimately advised or managed by affiliates of Brookfield Asset Management Limited (Brookfield), an entity that operates as a global asset manager which offers a range of public and private investment products and services, and focuses its investments on renewable power and transition, infrastructure, private equity, real estate, credit and insurance. Prior to the Proposed Transaction, Bidco is 100% indirectly owned by Brookfield. The boards of Bidco and Network have agreed to the terms of the acquisition pursuant to which Bidco would acquire the majority of the (issued and to be issued) share capital of Network by means of a scheme of arrangement. It is intended that the Proposed Transaction shall be effected by means of a court-approved scheme of arrangement between Network and holders of Network shares that are subject to the terms of the scheme of arrangement under Part 26 of the UK Companies Act 2006 which have been approved by the shareholders of Network (the Scheme). The Proposed Transaction will result in Network being de-listed from the Official List of the London Stock Exchange (which will include the cancellation of trading of Networks shares on the London Stock Exchanges main market) and being re-registered as a private limited company. It is intended that Bidco will have sole control of Network following the Proposed Transaction (a structure chart has been attached as Annexure 1 to this Application). Upon completion of the Proposed Transaction, Brookfield will be the primary investor and controlling shareholder of Bidco. In addition, the following co-investors (the Co-Investors) will acquire non-controlling equity interests in Bidco upon completion of the Proposed Transaction: First Abu Dhabi Bank PJSC (FAB); subsidiaries of Mubadala Investment Company PJSC (Mubadala); a subsidiary of Abu Dhabi Developmental Holding Company PJSC (ADQ); and a subsidiary of Olayan Financing Company (Olayan). The structure chart (Annexure 1b) sets out the simplified co-invest structure upon the intended Scheme becoming effective in accordance with its terms, including the pro forma equity shareholding percentages for Brookfield and each Co-Investor. The Proposed Transaction will result in the indirect change in the control of the Targets Nigerian Subsidiaries. However, we note that the Proposed Transaction will not: a. result in any direct acquisition of shares in the Targets Nigerian Subsidiaries; b. result in a direct change in the ownership of the Targets Nigerian Subsidiaries; or c. result in any changes on or impact to the market share of the Targets Nigerian Subsidiaries.