What is meant by the offer document?

OFFER DOCUMENT. the. MEIF II Energie Beteiligungen GmbH & Co. KG Neue Mainzer Strasse Frankfurt am Main Germany. to the shareholders of

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1 OFFER DOCUMENT Voluntary public takeover offer (cash offer) (Voluntary public takeover offer for the acquisition of securities in accordance with 29 ff. Securities Acquisition and Takeover Act (WpÜG)) by MEIF II Energie Beteiligungen GmbH & Co. KG Neue Mainzer Straße Frankfurt am Main Germany to the shareholders of Techem AG Hauptstrasse Eschborn Germany to acquire their Techem AG shares against payment of a cash payment of EUR 60.00 per share. Acceptance period: November 5, 2007 to December 3, 2007, CET. Techem AG shares: ISIN DE (WKN) For sale Tendered Techem shares: ISIN DE000A0PNUF6 (WKN A0PNUF) Mandatory publication according to 14 Paragraphs 2 and 3 of the German Securities Acquisition and Takeover Act (WpÜG). There are no other documents that are part of the offer document. The bidder will also publish a non-binding English translation of the German offer document, whereby the German offer document is the only binding version. Techem AG shareholders, in particular those with their place of residence, registered office or habitual abode outside Germany, are requested to observe the statements made under sections 1.1, 1.2 and 1.3.

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5 1. GENERAL INFORMATION, IN PARTICULAR FOR SHAREHOLDERS OUTSIDE GERMANY, THE UNITED STATES OF AMERICA AND THE UNITED KINGDOM 1.1 Implementation of the takeover offer in accordance with the provisions of the German Securities Acquisition and Takeover Act This voluntary public takeover offer from MEIF Energie II GmbH & Co. Co. KG, a limited partnership under German law with its registered office in Frankfurt am Main, business address Neue Mainzer Straße 75, Frankfurt am Main, Germany, entered in the commercial register of the Frankfurt am Main Local Court under HRA (bidder) is to all shareholders of Techem AG with its registered office in Eschborn, business address Hauptstrasse 89, Eschborn, Germany, registered in the commercial register of the Frankfurt am Main local court under HRB (Techem AG, the shareholders of Techem AG each one Techem shareholder and together the Techem shareholders) and relates to the acquisition of all Techem AG shares (Techem-A shares) that are not held by the bidder, including Techem AG's own Techem shares. The offer is a voluntary public takeover offer in accordance with 29 para. 1 of the German Securities Acquisition and Takeover Act (WpÜG) and is made in accordance with certain applicable provisions of Regulation 14 E of the U.S. Securities Exchange Act of 1934 (Securities Exchange Act) passed. Based on the general exemption from the provisions of Rule 14e-5 of the Securities Exchange Act of U.S. Securities and Exchange Commission (SEC) dated March 2, 2007 in the matter of Sulzer AG, the bidder (or financial institutions on his behalf) is entitled, under certain conditions, to acquire Techem shares outside the offer. The Bidder will also be exempt from the takeover provisions of the Securities Act (Ontario) (Sections of the Securities Act (Ontario)) and the respective securities law provisions of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Québec, Newfoundland and Labrador, Nova Scotia and Apply for New Brunswick (collectively the Canadian Takeover Regulations). This exemption has not yet been granted. However, the bidder assumes that their requirements are met. This offer may be made in the United Kingdom of Great Britain and Northern Ireland (United Kingdom) as an exception to applicable restrictions applies. This offer is not made and carried out in accordance with the provisions of any other legal system. With the exception of the approval of the publication of this offer document (offer document) in Germany and under German law and the aforementioned requested exemption from the Canadian takeover law provisions as well as the exemption from the provisions of Rule 14e-5 of the Securities Exchange Act by the SEC, no other registrations are Approvals or approvals of this Offer Document and / or the Offer have been applied for from or granted by the securities regulatory authorities. Techem shareholders can therefore not rely on the application of foreign regulations to protect investors. There are no other documents that are part of the offer. Although the bidder will also publish a non-binding English translation of the German offer document, the German offer document is the only binding one. Only the German offer document has been checked and approved by the Federal Financial Supervisory Authority (BaFin). 1.2 Publication of the offer document This offer document will be published on November 5, 2007 in accordance with 14 para. 3 WpÜG. 5

6 The German offer document will be published in the Electronic Federal Gazette and together with the non-binding English translation of the offer document on the Internet at. Other declarations and notifications by the bidder in connection with the offer will be published as described in section 14. Copies of the offer document as well as its English translation are available free of charge for Techem shareholders from the financial printing company RR Donnelley Frankfurt, An der Welle 5, Frankfurt am Main, Germany, as well as from RR Donnelley New York, 75 Park Place, 3rd Floor, New York, NY 10007, US, United States of America, held ready. The copies of the offer document as well as their English translation can be requested by Techem shareholders under the following telephone and fax numbers: Telephone and fax from Germany, as well as telephone and fax from all other countries. On November 5, 2007, a notice will be announced in the United States of the publication of the Offer Document in the US edition of The Wall Street Journal (US Edition). As soon as an exemption from the Canadian Takeover Regulations has been granted, a notice of publication of the Offer Document in Canada will be made in The National Post and in a French-language newspaper widely used in Québec. The Bidder will provide the custodian banks with copies of the offer document to be sent to shareholders of Techem AG who are customers of the custodian banks and are based in Germany, the United States of America or the United Kingdom. The Bidder has not initiated any further publications of the Offer Document or the Offer and has not authorized any third party to provide information on the Offer or the Offer Document. 1.3 Dissemination and acceptance of the offer outside Germany, the United States of America and the United Kingdom. Without prejudice to the following statements, the offer can be accepted by all Techem shareholders in accordance with the provisions of this offer document. Techem Shareholders who wish to accept the Offer outside of Germany, the United States of America or the United Kingdom, as well as persons who come into possession of the Offer Document outside of Germany, the United States of America or the United Kingdom, are requested to also the following statements must be observed. This offer and this offer document do not represent the submission, publication or public promotion of an offer in accordance with the laws and regulations of other legal systems than Germany. The publication of the offer document on the Internet serves exclusively to comply with the provisions of the WpÜG and is not intended to Submission of an offer, the publication of the offer and the offer document, or a public advertisement for the offer under foreign law. Publication, dispatch, distribution or dissemination of this offer document, a summary or any other description of the provisions of the offer document or other information documents relating to the offer may be subject to the provisions (in particular restrictions in accordance with) legal systems other than Germany, the United States of America and the United States Kingdom subject. Publication under any legal system other than that of Germany, the United States of America and the United Kingdom is therefore not intended. The Bidder therefore does not permit the Offer Document, a summary or other description of the provisions of the Offer Document or other information documents relating to the Offer to be published, distributed or passed on by third parties, directly or indirectly, outside Germany, the United States of America or the United Kingdom if and to the extent that this violates applicable foreign 6

7 violates provisions or is dependent on compliance with official procedures or the granting of a permit or other legal requirements and these are not met. Acceptance of the offer outside of Germany, the United States of America or the United Kingdom may be subject to legal systems other than that of Germany, the United States of America or the United Kingdom. Persons outside of Germany, the United States of America or the United Kingdom who come into possession of this offer document or who wish to accept the offer and who fall within the scope of capital market regulations of legal systems other than Germany, the United States of America or the United Kingdom, are requested to inform themselves about these capital market regulations and to comply with them. Insofar as a custodian bank has information and forwarding obligations towards its customers in connection with the offer, which are based on the legal provisions applicable to the respective custody relationship, the custodian bank is required to independently examine the effects of foreign legal systems on these obligations. Neither the bidder nor a person acting jointly with the bidder is in any way responsible for ensuring that the publication, dispatch, distribution or dissemination of this offer document and / or the offer outside of Germany, the United States of America or the United Kingdom complies with the laws of others Legal systems other than that of Germany, the United States of America or the United Kingdom, nor that the acceptance of the offer outside of Germany, the United States of America or the United Kingdom is compatible with the respective applicable legal provisions. Any responsibility of the bidder for non-compliance with foreign legal provisions by third parties is expressly excluded. 1.4 Publication of the decision to submit the Offer On October 22, 2007, the Bidder published its decision to submit the Offer pursuant to 10 para. 1 sentence 1 WpÜG (announcement). The publication of the announcement is available on the Internet at. 1.5 Status of the information contained in this Offer Document All statements, views, intentions and forward-looking statements contained in this Offer Document are based, unless expressly stated otherwise, on the information, plans and certain assumptions made by the Bidder at the time of publication of the Offer documents that may change in the future and are fraught with uncertainties and risks. All data, including planning regarding Techem AG and the Techem Group as defined in section 4.2, are based on publicly accessible sources of information or are available to the bidder on the part of Techem AG in the course of a company audit through meetings with the management of Techem AG on August 31, 2007, 18. September 2007 and September 19 In addition, the bidder was granted access to a limited number of documents (relating to financial planning, taxes, legal relationships and operational processes) in a data room at Credit Suisse in Frankfurt on September 3, 4 and 19, 2007, followed by a written answer to questions (total due diligence). The intentions of the bidder presented in this offer document reflect the current intentions of the bidder for its own business activities and for those of Techem AG and are subject to changes, in particular from the prevailing economic and operational environment in European markets as well as from the information available to the bidder depend. The bidder may develop these intentions further, change them as further information becomes available, or give them up in whole or in part. 7th

8 2. SUMMARY OF THE TAKEOVER OFFER Note: The following summary contains selected information from this offer document. As the summary does not contain all information, it should be read in conjunction with the more detailed information in this offer document. Bidder: MEIF II Energie Beteiligungen GmbH & Co. KG, Neue Mainzer Straße 75, Frankfurt am Main, Germany Target company: Techem AG, Hauptstraße 89, Eschborn, Germany Subject of the offer: Addressees of the offer: Consideration (offer price): Acceptance period: Purchase and Acquisition of all Techem AG bearer shares not held by the bidder (ISIN DE (WKN)) with profit entitlement from October 1, 2006 All Techem shareholders EUR 60.00 per Techem share November 5, 2007 until November 3, 2006 December 2007 at CET, depending on a possible extension of the acceptance period Additional acceptance period: Probably from December 8, 2007 to December 21, 2007 at CET, depending on a possible extension of the acceptance period. Acceptance: Techem shareholders can only accept the offer by making a written declaration to their custodian bank within the acceptance period or the additional acceptance period.

9 3. TAKEOVER OFFER 3.1 Subject matter of the takeover offer The Bidder hereby offers all Techem shareholders the shares of Techem AG held by them, made out to the bearer and traded under ISIN DE (WKN), each with a proportionate amount of Techem's share capital of EUR 1.00 and with profit entitlement from October 1, 2006 against payment of a cash payment of EUR 60.00 per Techem share (offer price) in accordance with this offer document. The subject of the offer is all Techem shares that are not held by the bidder, including the treasury shares held by Techem AG. 3.2 Start and end of the acceptance period The period for accepting the offer (acceptance period) begins with the publication of the offer document on November 5, 2007 and ends on December 3, 2007 at Central European Time (CET). If the acceptance period is extended, the term acceptance period always means the acceptance period including the respective extension. 3.3 Possible extensions of the acceptance period In the event of a change to the offer (e.g. if the bidder waives the offer conditions), the acceptance period is extended by two weeks, provided that the change is published within the last two weeks before the end of the acceptance period. This also applies if the amended offer violates legal provisions (21 para. 5 WpÜG). If, in the case of competing offers, the acceptance period for the offer expires before the acceptance period for the competing offer has expired, the expiry of the acceptance period for the offer is determined after the expiry of the acceptance period for the competing offer. This also applies if the competing offer is changed or prohibited or violates legal provisions (22 para. 2 WpÜG). If a general meeting of Techem AG is called in connection with the offer after the publication of the offer document, the acceptance period is ten weeks from the publication of the offer document (16 para. 3 WpÜG), irrespective of the provisions of 21 para. 5, 22 para. 2 WpÜG. 3.4 Additional acceptance period Those Techem shareholders who have not accepted the offer during the acceptance period can still accept the offer within two weeks of the publication of the results of this offer in accordance with 23 para. 1 sentence 1 no. 2 WpÜG (see 16 para 2 WpÜG, additional acceptance period). If the acceptance period is not extended, the additional acceptance period is expected to begin on December 8, 2007 and end on December 21, 2007, CET. After the 9th

In the further acceptance period, the offer can no longer be accepted, subject to the right to tender described in Section 12. 3.5 Conditions of the offer This offer and the share purchase agreements concluded upon acceptance of the offer are subject to the following condition precedent (conditions of the offer). The offer conditions must be fulfilled unless they are waived in accordance with the WpÜG and this offer document. Within the period from the day of the publication of the offer document to the end of the 11thIn February 2008 the European Commission (a) confirmed to the Bidder that the Earlier Release remains effective; or (b) (c) consented to the acquisition of Techem Shares intended with this Offer, or the applicable decision deadlines have expired without the European Commission having prohibited the acquisition of Techem Shares intended with this Offer or an exemption pursuant to this Article 7 (3) in conjunction with Article 7 (2) (b) of the EC Merger Control Regulation (Council Regulation (EC) No. 139/2004 of January 20, 2004 on the control of business combinations). As far as legally permissible, the bidder can unilaterally waive the offer conditions up to one working day before the end of the acceptance period (cf. 21 WpÜG). If the waiver is published within the last two weeks before the end of the acceptance period, the acceptance period is extended by two weeks. If the bidder waives the terms of the offer in accordance with the provisions of the WpÜG, these will be deemed to have occurred in the context of the offer and the contracts concluded on the basis of the offer will be considered effective. If the conditions of the offer have not been met and the bidder has not waived the conditions of the offer in accordance with the provisions of the WpÜG, the offer will lapse without replacement and the contracts that have come about as a result of the acceptance of the offer will become ineffective. In such a case, the offer will not be carried out. 3.6 Announcement In accordance with the provisions of the WpÜG and Section 14 of this Offer Document, the Bidder will immediately publish an announcement if the Offer Condition is waived, the Offer Condition is fulfilled or if the Offer does not meet the Offer Condition (provided that the Bidder does not waive it ) is not applicable. If the offer condition has not yet occurred at the end of the acceptance period, the bidder will immediately publish an announcement in accordance with the provisions of the WpÜG and section 14 of this offer document if the offer condition has been met. 10

11 4. PARTIES INVOLVED AND INVESTMENT STRUCTURE 4.1 Description of the bidder and the persons acting jointly with the bidder Bidder MEIF II Energie Beteiligungen GmbH & Co. KG is a limited partnership established under German law with its registered office in Frankfurt am Main, business address Neue Mainzer Straße 75, Frankfurt am Main, registered in the commercial register of the Frankfurt am Main local court under HRA The date of the first registration of the company is March 16. The object of the bidder's company includes, among other things, the acquisition, holding, management and sale of interests in companies or theirs Assets as well as the execution of all related acts and legal transactions. Another object of the company is the provision of services of any kind to its subsidiaries, in particular the provision of administrative, financial, commercial and / or other technical services. With the exception of its stake in Techem AG as described in section 4.3, the bidder does not currently hold any stakes. The bidder does not currently have any employees. Personally liable partner The sole personally liable partner of the bidder is MEIF Energie GmbH, a limited liability company established under German law with its registered office in Frankfurt am Main, business address Neue Mainzer Straße 75, Frankfurt am Main, registered in the commercial register of the Frankfurt am Main local court under HRB (Personally liable partner). The date of the first registration of the company is December 3rd.The object of the company of the personally liable partner includes, among other things, the management, acquisition and sale of equity investments in other companies in their own name and for their own account, as well as participation as a personally liable partner on the bidder. Germany Holdings The bidder's sole limited partner is MEIF II Germany Holdings S. à r. l., a limited liability company (société à responsabilité limitée) established under the law of the Grand Duchy of Luxembourg with its registered office in Luxembourg, business address 5, rue Guillaume Kroll, L-1882 Luxembourg (Germany Holdings), with a limited partner contribution of around EUR 989.9 million. Germany Holdings was founded on October 13, 2006. The purpose of your company includes, among other things, holding shares in Luxembourg and foreign companies of any form, acquisition through purchase, subscription or any other form, as well as the transfer of shares, debentures, bonds or other equity or debt instruments of any kind through sale or exchange or otherwise, and the ownership, administration, development and management of their portfolio. Germany Holdings is also entitled to hold shares in partnerships. Germany Holdings is the sole shareholder of the personally liable partner. Luxembourg Holdings The sole shareholder of Germany Holdings is MEIF II Luxembourg Holdings S. à r. l., a limited liability company (société à responsabilité limitée) established under the law of the Grand Duchy of Luxembourg with its registered office in Luxembourg, business address 5, rue Guillaume Kroll, L-1882 Luxembourg, entered in the Luxembourg Commercial and Companies Register under B (Luxembourg Holdings ). The company was founded on June 9, 2006. The subject of the 11th

12 Luxembourg Holdings companies include, among other things, holding shares in Luxembourg and foreign companies of any form, acquisition by purchase, subscription or any other form, as well as the transfer of shares, debentures, bonds or other equity or debt instruments of any kind by sale , Barter or otherwise, and the ownership, administration, development and management of their portfolio. Luxembourg Holdings is also entitled to hold shares in partnerships. Macquarie European Infrastructure Fund II The sole shareholder of Luxembourg Holdings is Macquarie European Infrastructure Fund II, a limited partnership established in accordance with the Limited Partnerships Act 1907 with registered offices in St. Peter Port, Guernsey, business address Carinthia House, 9-12 The Grange, St. Peter Port , Guernsey, GY1 4BF, registered under LP (MEIF II). The company was founded on April 13, 2006. The corporate purpose of MEIF II is aimed, among other things, at managing the business of investors and, in particular, at identifying, researching, negotiating, promoting and monitoring the development of an investment as well as selling, realizing, exchanging or distributing investments. At the time of publication of this offer document, MEIF II has approx. 96 limited partners, the number of which changes from time to time. The sole legal representative of MEIF II is its general partner MEIF II Guernsey GP Limited, a limited liability company incorporated under the Companies (Guernsey) Law Act 1994 (as amended) with its registered office at St. Peter Port, Guernsey, business address Carinthia House, 9-12 The Grange, St. Peter Port, Guernsey, GY1 4BF, registered under registration number All shares in MEIF II Guernsey GP Limited are held by the MEIF II Charitable Trust in trust. In the absence of legal capacity of the trust, the owner of the shares in MEIF II Guernsey GP Limited is the trustee Nerine Trust Company Limited with registered office in St. Peter Port, Guernsey, business address Nerine House, St. George s Place, St. Peter Port, Guernsey, GY1 3ZG. According to the Declaration of Trust of May 10, 2006, the rights of Nerine Trust Company Limited as a shareholder in MEIF II Guernsey GP Limited are significantly restricted. In particular, it is not entitled to appoint managing directors or to amend the articles of association. The sole shareholder of Nerine Trust Company Limited is Nerine International Holdings Limited with registered office in Nassau, Bahamas, business address P.O. Box SS-6289, East Bay Street, Nassau B.P., Bahamas, whose majority shareholder is Larem Holdings Limited with the same seat and business address. Larem Holdings Limited is jointly controlled by its majority shareholders Mr. Neal Duquemin and Keith B. Corbin Esq., Both with business addresses at Nerine House, St George s Place, St Peter Port, Guernsey GY1 3ZG. Persons acting jointly with the bidder In relation to the aforementioned companies and natural persons, the bidder is to be regarded as a subsidiary within the meaning of 2 (6) WpÜG. The aforementioned companies and natural persons are therefore persons acting jointly with the bidder in accordance with 2 para. 5 WpÜG. The companies listed in Appendix 2 are direct and indirect subsidiaries of MEIF II and are therefore considered to be persons acting jointly with the bidder. There are no persons acting jointly with the Bidder beyond those described in this Offer Document. In addition, Macquarie Luxembourg Investment S. à r. l. a limited liability company (société à responsabilité limitée) incorporated under the law of the Grand Duchy of Luxembourg, registered in the Luxembourg Trade and Business Register under B (MLIS), with its registered office in Luxembourg, business address 5, rue Guillaume Kroll, L-1882, Luxembourg , on the basis of the contract dated November 10, 2006 named in Section 4.3, a person acting jointly with the bidder. 12th

13 In its capacity as the majority shareholder of MLIS, Macquarie Technology Investments Limited, with its registered office at Level 23, 101 Collins Street, Melbourne, Australia (Technology Investments), is regarded as a person acting jointly with the Bidder. As the sole shareholder of Technology Investments, Macquarie Capital International Holdings Pty Limited (formerly Macquarie Group International Holdings Pty Limited) with its registered office at Level 7, No 1 Martin Place, Sydney, NSW 2000, Australia, is registered under ACN (Macquarie Capital International Holdings ) regarded as a person acting jointly with the bidder. In addition, as the sole parent company of Macquarie Capital International Holdings and thus as the ultimate parent company of MLIS, Macquarie Bank Limited with its registered office at No 1 Martin Place, Sydney, NSW 2000, Australia, is registered under ABN (Macquarie Bank Limited) as one with person acting in concert with the bidder. Macquarie Bank Limited is currently restructuring its group under corporate law. This process includes the separation of Macquarie's banking and non-banking operations under a new, listed parent company, Macquarie Group Limited, with registered office at No 1 Martin Place, Sydney, NSW 2000, Australia, registered under No. ABN (Macquarie Group Limited). The reorganization is expected to become effective on or about November 13, 2007. In preparation for the restructuring, Macquarie Bank Limited's stake in MLIS was assigned to the non-banking group on October 30, 2007. As part of the subsequent restructuring, the previous shareholders of Macquarie Bank Limited will receive new shares in Macquarie Group Limited for their shares in Macquarie Bank Limited. The exchange ratio is 1: 1, so that the group of shareholders of Macquarie Group Limited will, after successful restructuring, correspond to the group of shareholders of Macquarie Bank Limited to date. Subsequently, Macquarie Group Limited will be the ultimate parent company of MLIS. It will acquire the shares in MLIS indirectly through its subsidiaries Macquarie Financial Holdings Limited, based at Level 7, No 1 Martin Place, Sydney, NSW 2000, Australia, and Macquarie Capital Group Pty Limited, based at Level 23, 101 Collins Street, Melbourne, Australia , Macquarie Capital International Holdings and Technology Investments. The responsible authorities, in particular BaFin, will be informed of this restructuring. More information about Macquarie European Infrastructure Fund II and the Macquarie Group MEIF II is an infrastructure fund for institutional investors that focuses on long-term investments in the European infrastructure and basic utilities business. MEIF II was launched in April 2006 following the success of the first Macquarie European Infrastructure Fund. MEIF II closed in June 2007 with investment commitments of around EUR million, mainly from European pension funds and institutions. MEIF II intends to build a diversified portfolio of eight to 15 investments in European infrastructure and basic utilities. To date, MEIF II has invested in Airwave, National Car Parks, Arqiva / National Grid Wireless, Thames Water in the UK and Techem AG in Germany. MEIF II is managed by a company from the Macquarie Group, a world-leading investor and manager in the infrastructure sector, and therefore benefits from the experience and expertise that this world-leading company in the infrastructure sector offers. The team that runs the European infrastructure funds managed by the Macquarie Group consists of 46 infrastructure professionals, many with senior industry experience, who focus on providing long-term support to the acquired businesses. This approach leads to a high level of stability, resources, expertise and experience. 13th

14 members of the Macquarie Group manage more than EUR 36 billion in equity invested in infrastructure and utility stocks worldwide through a number of listed and unlisted investment companies. The infrastructure investments managed by the Macquarie Group include companies in the energy, water, telecommunications and transport sectors in Germany, Great Britain, Portugal, Italy, France, Sweden, Denmark, the Netherlands, Belgium, Canada, the USA, Australia, South Korea, Japan and South Africa. The Macquarie Group's objective is to manage investments in infrastructure assets in a profitable and responsible manner. The Macquarie Group is a diversified international provider of investment banking and financial services and comprises Macquarie Bank Limited and its subsidiaries. Macquarie Bank Limited is listed on the Australian Stock Exchange and had a market capitalization of approximately AUD 22.5 billion as of October 19, 2007. Company structure of the bidder The simplified company structure of the bidder is as follows: MEIF II Guernsey GP Limited General Partner Investors Limited Partners Macquarie European Infrastructure Fund II 100% MEIF II Luxembourg Holding S.à r.l. 100% MEIF II Germany Holdings S.à r.l. 100% MEIF Energie GmbH limited partner general partner MEIF II Energie Beteiligungen GmbH & Co. KG 4.2 Description of Techem AG Techem AG, Hauptstrasse 89, Eschborn, Germany, is a German stock corporation with its registered office in Eschborn, registered in the commercial register of the Frankfurt am Main local court under HRB 48632, which arose through the change in legal form of Techem Beteiligungs GmbH, based in Frankfurt am Main. Techem AG's share capital is EUR (Techem share capital). It is divided into no-par value bearer shares. Techem shares are admitted to trading on the regulated market of the Frankfurt Stock Exchange (Prime Standard) under ISIN DE and WKN. The shares are traded on the regulated market (Prime Standard) and in XETRA on the Frankfurt Stock Exchange as well as on the open market of the Hamburg, Stuttgart, Düsseldorf, Berlin and Munich stock exchanges. The shares were included in the MDAX. 14th

15 According to Techem AG's nine-month report as of June 30, 2007, there is authorized capital of EUR, i.e. 19.98% of the share capital. There is conditional capital in the amount of EUR. The conditional capital was created in order to be able to issue shares in connection with the issue of convertible bonds resolved by the general meeting in March 2007. Subject to the approval of the Supervisory Board, the Management Board is entitled, until March 26, 2011, to convert convertible bonds or bonds with warrants or convertible bonds or participation rights with a total nominal value of up to EUR and the holders of such bonds are entitled to option rights to new company shares totaling EUR to grant. The management board and the supervisory board can determine further details. According to Techem AG's nine-month report as of June 30, 2007, no convertible bonds or bonds with warrants or convertible or option participation rights were granted. The Bidder assumes that no such rights have been granted after June 30, 2007 either. At the general meeting on March 2, 2006, the management board of Techem AG was authorized to acquire shares in Techem AG. On the basis of this authorization, Techem AG has acquired Techem shares (corresponds to 4.75% of the share capital) by November 17th. At the general meeting of March 26, 2007, the resolution of March 2, 2006 to buy back own shares for the future was repealed and the management board of Techem AG was authorized by a new resolution to increase up to Techem shares corresponding to an arithmetical share in the share capital of 10 % to acquire. The authorization is valid until September 26, 2008. According to Techem-AG's nine-month report as of June 30, 2007, Techem shares were repurchased corresponding to an arithmetical share in the share capital of 4.75%.According to the information on the Techem AG website and other publicly accessible sources, Techem AG, together with its consolidated companies (Techem Group), is one of the leading European service providers for the housing and real estate industry. The business activity includes, in particular, meter reading and billing services with the associated device technology for recording consumption of energy and water as well as the sale, rental and maintenance of devices. Techem AG has divided its business activities into two business areas: Energy Services and Energy Contracting. The two business areas offer closely interlinked services to enable customers to outsource all processes from the operation of the heating system to cost accounting. The former third division, IT Services, was transferred to Aareon Deutschland GmbH with effect from October 1, 2006, together with a cash settlement in the amount of EUR. The transfer was part of a strategic partnership between Techem AG and Aareon Deutschland GmbH. Techem AG received the Aareon Energy Management division in return. Energy Services In the core business of Energy Services, Techem AG and its subsidiaries support customers in over 20 European and other countries with services for the exact recording of energy and water consumption. In the past, Energy Services was able to further expand its market leadership in Germany through the acquisition of heimer Concept GmbH, a direct competitor based in Gütersloh, Germany. In total, as of September 30, 2006, this division provided services for around customers with around 7.5 million apartments and 40.6 million measuring devices throughout Europe, including around 5.3 million customers in Germany. As of September 30, 2006, customers were served by four regional lines, 68 branches and 31 branch offices. On October 8, 2006 Techem AG announced the takeover of MESA measure and account GmbH, Braunschweig, Germany, a regional provider of measurement services with approx. Measuring devices, for EUR. According to Techem AG, its market share in Germany is 29.1%. According to the 15

According to the Techem Group's annual report as of September 30, 2006, the Energy Services division contributes 80.3% to Techem AG's sales. Energy Contracting The Techem Energy Contracting division includes the supply of heating, cooling and electricity-based useful energies within the framework of economical and modular energy supply solutions based on long-term contracts. The offer is primarily aimed at the real estate industry as owners or managers of residential and commercial properties. With the construction and operation of a heating system, Energy Contracting also provides the upstream value-added stage with the modular offer of complete outsourcing. In addition to the analysis, advice, planning, construction and financing of the systems, the modular range of services also includes their operation as well as the optimization of the energetic systems, maintenance including renewal and maintenance, the billing service and energy and consumption management. As of September 30, 2006, the total of 984 heat supply contracts concluded (2004/2005: 907 contracts) corresponded to a thermal connected load of around 675 megawatts (2004/2005: 627 megawatts). Persons acting jointly with Techem AG Persons acting jointly with Techem AG according to 2 para. 5 WpÜG are, to the knowledge of the bidder, Techem Energy Services GmbH, Eschborn, a 100% subsidiary of Techem AG, and those held by Techem Energy Services GmbH and subsidiaries listed in Appendix 3. 4.3 Current participation and voting rights of the bidder and persons acting jointly with him The shareholdings of persons acting in concert with the bidder and their subsidiaries and the attribution of voting rights are shown below. The attribution of voting rights amounts to approx. 75.80% of Techem's share capital. In addition, voting rights are not assigned to the bidder, persons acting jointly with the bidder or their subsidiaries. Bidders or persons acting jointly with them in the ownership of Techem Shares Allocation of voting rights according to 30 para. 1 no. 1 WpÜG Allocation of voting rights according to 30 para. 2 sentence 1 WpÜG Total of voting rights bidder (71.36%) (4, 43%) (75.80%) personally liable partner (71.36%) (4.43%) (75.80%) Germany Holdings (71.36%) (4.43%) (75.80%) Luxembourg Holdings (71.36%) (4.43%) (75.80%) MEIF II (71.36%) (4.43%) (75.80%) MEIF II Guernsey GP Limited (71.36% ) (4.43%) (75.80%) Nerine Trust Company Limited (71.36%) (4.43%) (75.80%) Nerine International Holdings Limited (71.36%) (4.43% ) (75.80%) 16

17 bidders or persons acting jointly with them in the ownership of Techem Shares Allocation of voting rights pursuant to 30 para. 1 no. 1 WpÜG Allocation of voting rights pursuant to 30 para. 2 sentence 1 WpÜG Total of voting rights Larem Holdings Limited (71.36%) (4.43%) (75.80%) Mr Neal Duquemin (71.36%) (4.43%) (75.80%) Keith Corbin, Esq (71.36%) (4.43%) ( 75.80%) MLIS (4.43%) (71.36%) (75.80%) Technology Investments (4.43%) (71.36%) (75.80%) Macquarie Capital International Holdings (4th , 43%) (71.36%) (75.80%) Macquarie Bank Limited (4.43%) (71.36%) (75.80%) According to a contract dated November 10, 2006, MLIS is obliged to do so to exercise the voting rights of their Techem shares in accordance with the instructions of the bidder and / or Germany Holdings. MLIS has also agreed that the bidder can unilaterally demand that MLIS submit its shares for sale as part of a public takeover offer published by the bidder or a company affiliated with the bidder. The Bidder has not granted MLIS any rights in relation to Techem Shares under which MLIS could influence the exercise of the Bidder's voting rights. It is possible that the bidder acquires Techem shares in parallel to this offer and / or makes agreements to the extent that this is legally permissible. It is also possible, although not currently planned, for the bidder to place the part of his Techem shares that he does not need to achieve a majority under company law on the capital market or with interested investors. 4.4 Earlier voluntary public takeover offer On November 15, 2006, the bidder submitted a voluntary public takeover offer to acquire all shares in Techem AG against payment of a cash payment of initially EUR 44 per Techem share (earlier offer). As a result of a parallel acquisition of Techem Shares on December 13, 2006, the Offer Price of the Earlier Offer was increased to EUR 55 per Techem Share. The previous offer ended and no Techem share was acquired because the minimum acceptance threshold was not reached. An agreement according to which a company managed by the holding company BC Partners (under the name TBU-8 S.A. with headquarters in Luxembourg) intended to acquire a limited partner's share in the bidder was not implemented and was ultimately terminated by BC Partners. According to 26 para. 1 WpÜG, a bidder needs an exemption from BaFin before a further voluntary public takeover offer for the same target company can be submitted within one year of the failure of the previous offer due to failure to meet the minimum acceptance threshold. After the bidder had received the approval of Techem AG's board of directors, BaFin granted the exemption on October 19