NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY NOTES

SYNTHOMER PLC
ANNOUNCEMENT OF TENDER OFFER RESULTS

THIS ANNOUNCEMENT IS INTENDED FOR HOLDERS OF THE SENIOR NOTES DUE 2025 HELD IN THE REGULATION S GLOBAL NOTE BEARING ISIN NUMBER XS2194288390 (COMMON CODE: 219428839)

April 17, 2024 - Synthomer PLC (the "Company") announces today the results of its cash tender offer (the "Tender Offer") for its outstanding Senior Notes due 2025 held in the Regulation S global notes bearing ISIN number XS2194288390 (Common Code: 219428839) (the "Notes") issued by the Company from holders of the Notes (each holder, a "Noteholder" and together, the "Noteholders"), as further described in the tender offer memorandum dated April 9, 2024 (the "Tender Offer Memorandum").

The Tender Offer expired at 4:00 p.m., London time, on April 16, 2024 (the "Expiration Deadline").  The Tender Offer was made upon the terms and conditions of the Tender Offer Memorandum. Capitalized terms used and not otherwise defined in this announcement have the meanings ascribed to them in the Tender Offer Memorandum.

The Company hereby announces that €412,403,000.00 in aggregate principal amount of the Notes were validly tendered and not withdrawn prior to the Expiration Deadline and €370,000,000.00 in aggregate principal amount of the Notes will be accepted for repurchase (the "Final Acceptance Amount") for an Aggregate Tender Consideration of €370,000,000.00 (excluding Accrued Interest), subject to the conditions set forth in the Tender Offer Memorandum, including the satisfaction of the Financing Condition. As the aggregate nominal amount of Notes validly tendered and not withdrawn prior to the Expiration Deadline is greater than the Maximum Acceptance Amount (as defined in the Tender Offer Memorandum), the Issuer intends to accept (i) all Notes validly tendered and not withdrawn pursuant to a Tender and Priority Acceptance Instruction, and (ii) an amount of Non-Priority Tendered Notes subject to a scaling factor of 82.8342% (subject to adjustments, as applicable), as further described on the Tender Offer Memorandum. Where Tender and Priority Acceptance Instructions have been submitted representing an aggregate principal amount of Notes greater than the aggregate principal amount of New Notes allocated to the relevant Noteholder in distribution of New Notes, any such excess amount has been treated as Non-Priority Tendered Notes. The Company reserves the right, in its sole discretion, to waive any and all Conditions.

(1)   The Outstanding Principal Amount comprises the Notes, which were originally sold pursuant to Regulation S under the Securities Act (ISIN: XS2194288390; Common Code: 219428839), and does not include the notes issued under the Indenture (as defined herein) and originally sold pursuant to Rule 144A under the Securities Act (ISIN: XS2194288630; Common Code: 219428863) (the "Rule 144A Notes"), if any.  There can be no assurance that the Outstanding Principal Amount continues to be held pursuant to the Regulation S global notes. For the avoidance of doubt, the Tender Offer being made pursuant to the Tender Offer Memorandum is only being made in respect of the Notes which are held pursuant to Regulation S under the Securities Act.

Following the Tender Offer, €150,000,000.00 in aggregate principal amount of the Notes will remain outstanding.

Subject to the Financing Condition, the Tender Offer is expected to settle on April 19, 2024 (the "Payment Date") and all payments for the Notes validly tendered and not withdrawn prior to the Expiration Date will be made on the Payment Date. 

The Tender Offer is part of a refinancing transaction in connection with the Company's issuance of €350,000,000 in aggregate principal amount of Senior Notes on or prior to the Payment Date (the "New Notes"), on terms and conditions reasonably satisfactory to the Company (the "New Issuance"). The proceeds of the New Notes, together with cash on balance sheet, will be used to (i) to complete the Tender Offer or otherwise repurchase the Notes (the "Refinancing"), including the payment of accrued and unpaid interest and (ii) to pay the fees and expenses in connection with the New Issuance and the Refinancing.

The Tender Offer is conditioned, amongst other conditions, on the "Financing Condition," which is the issuance by the Company of the New Notes, on or prior to the Payment Date, in an amount and on terms and conditions reasonably satisfactory to the Company. The Company priced the New Issuance on April 11, 2024 at an issue price of 100%. The New Notes will bear interest at 7.375%. There can be no assurance that the Company will be able to complete the New Issuance and satisfy the Financing Condition.

Citigroup Global Markets Limited, Goldman Sachs Bank Europe SE and HSBC Bank plc are acting as "Dealer Managers" for the Tender Offer. In connection with the Tender Offer, Citibank, N. A., London Branch has been appointed as tender agent (in such capacity, the "Tender Agent"). Holders with questions about the Tender Offer should contact the Dealer Managers or the Tender Agent.

This announcement is not an offer to purchase any Notes or a solicitation of an offer to sell any Notes. The Tender Offer is being made solely by means of the Tender Offer Memorandum.