NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
13 April 2021
RECOMMENDED CASH OFFER
SCAPA GROUP PLC
AMS HOLDCO 2 LIMITED
an indirectly wholly-owned subsidiary of Schweitzer-Mauduit International, Inc. to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006
COURT SANCTION SCHEME OF ARRANGEMENT
On 27 January 2021, the boards of Scapa Group PLC ("Scapa") and AMS Holdco 2 Limited ("SWM Bidco"), an indirectly wholly-owned subsidiary of Schweitzer-Mauduit International, Inc ("SWM") jointly announced that they had reached agreement on the terms of a recommended cash offer pursuant to which SWM Bidco would acquire the entire issued and to be issued share capital of Scapa (the "Offer"). On 8 March 2021 the boards of Scapa and SWM Bidco announced the agreement on the terms of a revised recommended cash offer increasing the offer price from 210 to 215 pence per Scapa Share (the "Revised Offer") to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
The scheme document in relation to the Scheme and the Offer (the "Scheme Document") was published by Scapa on 22 February 2021.
Scapa is pleased to announce that the Scheme was sanctioned by the High Court of Justice of England and Wales (the "Court") earlier today. All Conditions to the Acquisition have now been satisfied or waived other than delivery to the Registrar of Companies of England and Wales of a copy of the Court Order, which is expected to take place on 15 April 2021. On such delivery of the Court Order, the Scheme will become Effective.
Dealings in Scapa Shares will be suspended from trading on AIM with effect from 7.30 a.m. on 15 April 2021. Subject to the Scheme becoming Effective, it is expected that the admission of Scapa Shares to trading on AIM will be cancelled at 7.30 a.m. on 16 April 2021.
A further announcement will be made when the Scheme has become Effective.
Full details of the Acquisition are set out in the Scheme Document.
Unless otherwise defined, all capitalised terms in this announcement shall have the same meanings as given to them in the Scheme Document.
Scapa Group plc
Heejae Chae - Group Chief Executive
Oskar Zahn - Chief Financial Officer
Brett Pollard - MD of Corporate Development
Tel: +44 161 301 7400
Jefferies International Limited (Sole Financial Adviser)
Harry Le May
+44 (0) 20 7029 8000
Numis Securities Limited (Nominated Adviser and Joint Broker)
Tel: +44 20 7260 1000
Berenberg (Joint Broker)
Tel: +44 20 3207 7800
FTI Consulting (Media Relations)
Victoria Foster Mitchell
Tel: +44 20 3727 1000
Important notices relating to financial advisers
Jefferies International Limited ("Jefferies"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Scapa and no one else in connection with the Revised Offer and will not be responsible to anyone other than Scapa for providing the protections afforded to clients of Jefferies nor for providing advice in relation to the Revised Offer or any other matters referred to in this announcement. Neither Jefferies nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this announcement, any statement contained herein or otherwise.
In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the U.S. Exchange Act, Jefferies and its affiliates will continue to act as exempt principal trader in Scapa securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.
Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Scapa and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters in this Announcement and will not be responsible to anyone other than Scapa for providing the protections afforded to clients of Numis, nor for providing advice in relation to any matter referred to herein.
Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg"), which is authorised by the German Federal Financial Supervisory Authority ("BaFin") and subject to limited regulation by the FCA in the United Kingdom, is acting exclusively for Scapa and no one else in connection with the Revised Offer and will not be responsible to anyone other than Scapa for providing the protections afforded to clients of Berenberg nor for providing advice in relation to the Revised Offer or any other matters referred to in this announcement. Neither Berenberg nor any of its affiliates owes or accepts any duty, liability or responsibility to any person who is not a client of Berenberg in connection with this announcement, any statement contained herein or otherwise.
This announcement is for information purposes only and does not constitute or form part of an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise.