The proposed Acquisition will be structured as a UK scheme of arrangement (the "Scheme"). In connection with the Scheme, each non-Consortium shareholder of the Company will be entitled to either (i) receive US$7.02 in cash for each Share it holds in exchange for transferring its shares to CPP Investments or its designated affiliates (the "Cash Offer"), or (ii) elect to retain its shares (the "Rollover") and remain a shareholder of the Company. Under the terms of the Transaction Agreement, unless a shareholder specifically makes an election for Rollover prior to the court hearing for the Scheme, such shareholder will receive the Cash Offer.

The Transaction Agreement contains important information about the proposed Acquisition, including information regarding the satisfaction or waiver of certain conditions and certain customary representations, warranties and covenants, and the Scheme. The foregoing description of the Transaction Agreement is not complete and is subject to and qualified in its entirety by reference to the copy of the Transaction Agreement attached as Exhibit 99.1 hereto, which is incorporated herein by reference.