Scapa Group PLC COURT SANCTION SCHEME OF ARRANGEMENT (3448V)
April 13 2021 - 10:25AM
UK Regulatory
TIDMSCPA
RNS Number : 3448V
Scapa Group PLC
13 April 2021
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
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
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.
Enquiries:
Scapa Group plc Tel: +44 161 301
Heejae Chae - Group Chief Executive 7400
Oskar Zahn - Chief Financial Officer
Brett Pollard - MD of Corporate Development
Jefferies International Limited (Sole Financial
Adviser)
Philip Noblet
James Thomlinson +44 (0) 20 7029
Harry Le May 8000
Numis Securities Limited (Nominated Adviser Tel: +44 20 7260
and Joint Broker) 1000
Mark Lander
Freddie Barnfield
Duncan Monteith
Berenberg (Joint Broker) Tel: +44 20 3207
Chris Bowman 7800
Toby Flaux
FTI Consulting (Media Relations) Tel: +44 20 3727
Simon Conway 1000
Victoria Foster Mitchell
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.
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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END
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