Certain Ordinary Shares of Cvc Holdings Limited are subject to a Lock-Up Agreement Ending on 27-APR-2025. These Ordinary Shares will be under lockup for 366 days starting from 26-APR-2024 to 27-APR-2025.
Details:
The Company, the Strategic Investors and the Blue Owl GPSC funds (in respect of their existing shareholding) will be subject to customary lock-ups of 180 days.
Company?s directors at Admission and all Management Shareholders will be subject to 3-5 year staggered lock-up agreements.
Each of CVC Nominees (in respect of the Management Shareholders on whose behalf it is expected to hold Shares) and CellCo (in respect of the Shares expected to be held by it in relation to which the relevant Management Shareholders have an indirect interest) has agreed that, without the consent of the Company and, during the period beginning on the date of the applicable lock-up deed and ending on the date falling 12 months after Admission, the prior written consent (not to be unreasonably withheld or delayed) of a majority of the Joint Global Coordinators (acting on behalf of the Underwriters) or a majority of the Underwriters (if such consent has not been provided by the Joint Global Coordinators within two business days of such consent being requested in writing) there shall be no: (a) offer, issue, allotment, sale, contract to sell or issue, issuance or sale of options over, transfer, charge, pledge, grant of any right or warrant to purchase, or other transfer or disposal of, directly or indirectly, any such Shares or any securities convertible into or exercisable or exchangeable for any such Shares; (b) swap, hedging transaction, or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any such Shares; (c) other disposal or any other agreement to dispose of any such Shares; or (d) announcement of an intention to do any of the foregoing.
Through their respective Independent Non-Executive Director Lock-Up Deed, each independent Non-executive Director has also agreed with the Company not to dispose of Shares they hold during the period starting on the date of the Independent Non-Executive Director Lock-up Deed and ending on the date that is five years after the date of Admission without the prior consent of the Company, save that on or at any time after the third anniversary of the date of Admission, Shares may be disposed of representing up to 25% of the Shares held by such independent Non-executive Director at Admission and, on or at any time after the fourth anniversary of the date of Admission, Shares may be disposed of representing up to a further 25% of the Shares held by such independent Non-executive Director at Admission. These restrictions will not apply in the circumstances set out in the previous paragraph.
