NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM
FOR IMMEDIATE RELEASE
15 April 2021
RECOMMENDED CASH OFFER
For
SCAPA GROUP PLC
By
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
SCAPA GROUP PLC SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
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
The scheme document in relation to the Scheme and the Offer (the "Scheme Document") was published by Scapa on 22 February 2021.
On 13 April 2021, Scapa announced that the High Court of Justice in
Scapa and SWM Bidco are pleased to announce that, following the delivery of the Court Order to the Registrar of Companies today, the Scheme has now become Effective in accordance with its terms and, pursuant to the terms of the Scheme, the entire issued and to be issued share capital of Scapa is now owned by SWM Bidco.
A Scheme Shareholder on the register of members of Scapa at the Scheme Record Time, being 6:00 p.m. (
Dealings in Scapa Shares have been suspended from trading on AIM and applications have been made to the London Stock Exchange in relation to the de-listing of Scapa Shares from AIM which is expected to take place at 7:30 a.m. (
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.
Enquiries:
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) Philip Noblet James Thomlinson Harry Le May
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+44 (0) 20 7029 8000 |
Numis Securities Limited (Nominated Adviser and Joint Broker) Mark Lander Freddie Barnfield Duncan Monteith
|
Tel: +44 20 7260 1000 |
Berenberg (Joint Broker) Chris Bowman Toby Flaux
|
Tel: +44 20 3207 7800 |
FTI Consulting (Media Relations) Simon 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
In accordance with the Code, normal
Numis Securities Limited ("Numis"), which is authorised and regulated in the
Joh. Berenberg, Gossler & Co. KG,
Further information
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.
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