Company Announcements

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. 

For immediate release

14 May 2020

Scapa Group plc

("Scapa", "the Company" or "the Group")

Results of Placing

Scapa Group plc (AIM: SCPA) is pleased to announce the successful completion of the Placing announced earlier today.

A total of 30,758,649 Placing Shares have been successfully placed with existing and new institutional investors at a price of 105 pence per Placing Share (the "Placing Price"). Numis and Berenberg are acting as Joint Bookrunners in relation to the Placing. In addition, certain Directors and members of the senior management team of the Company have subscribed for an aggregate of 319,044 Subscription Shares at the Placing Price.

Together, the Placing and Subscription of 31,077,693 new Ordinary Shares has raised gross proceeds of approximately £32.6 million for the Company. 

The Placing Price of 105 pence per share represents a discount of 1.87 per cent. to the closing middle market share price of 107 pence on 13 May 2020, being the last practicable business day prior to the publication of this Announcement. The Placing Shares and Subscription Shares being issued together represent approximately 19.99 per cent. of the existing ordinary share capital of the Company prior to the Placing and Subscription.

Capitalised terms in this announcement (the "Announcement") have the meanings ascribed to them in the placing announcement released by the Company at 7.00 a.m. this morning, unless the context provides otherwise.

Application will be made to the London Stock Exchange for the Placing Shares and Subscription Shares to be admitted to trading on AIM ("Admission"). Admission is expected to take place on or around 8.00 a.m. on 19 May 2020 and that dealings in the Placing Shares and Subscription Shares will commence at the same time. The Placing and Subscription are conditional upon, inter alia, Admission occurring not later than 8.00 a.m. on 19 May 2020, or such later date as may be agreed between the Joint Bookrunners and the Company, and the Placing Agreement not being terminated in accordance with its terms.

The Placing Shares and Subscription Shares will, when issued, be credited as fully paid and rank pari passu with the existing Ordinary Shares in issue. This includes the right to receive all dividends and other distributions declared or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares and Subscription Shares.

Heejae Chae, Group Chief Executive of Scapa, commented:

"We are pleased to announce the successful completion of the Placing, which was significantly oversubscribed, and are grateful for the support from existing and new institutions in these unprecedented times. We look forward to fully realising the opportunities we foresee in Healthcare and Industrial in a post-COVID-19 environment."

Director and Executive management participation in the Placing

Certain of the Directors and Executive management of the Company have subscribed for an aggregate of 319,044 Subscription Shares. The individual subscriptions of the participating Directors and Executive management team members are set out below:

*Mr Chae also has a beneficial interest in respect of 1,645,766 (1.06%) Ordinary Shares, under the Scapa Group plc 2015 Value Creation Plan and 152,613 Ordinary Shares (0.10%) under the Scapa Group plc 2011 Performance Share Plan.  These shares have vested and may be released to Mr Chae upon exercise pursuant to the respective plan rules.

** Including 14,285 Ordinary Shares held jointly by Wendy Baker and Organon Pension Trustees Limited, Trustees of Wendy Baker's SIPP.

Total Voting Rights

On Admission, the Company will have 186,543,896 Ordinary Shares in issue. There are no Ordinary Shares held in treasury. Therefore, the Company confirms that the total number of voting rights in the Company will, from Admission, be 186,543,896. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

For further information, please contact:

This Announcement contains inside information for the purposes of MAR. In addition, market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR.  This inside information is set out in this Announcement. Therefore, those persons who received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.

For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is being made on behalf of the Company by Wendy Baker, Company Secretary.

This Announcement should be read in its entirety.

IMPORTANT INFORMATION

This announcement ("Announcement") does not constitute or form part of an offer to sell or issue or a solicitation of an offer to buy, subscribe for or otherwise acquire any securities in any jurisdiction including, without limitation, the United States, Australia, Canada, Japan or South Africa or any other jurisdiction in which such offer or solicitation would be unlawful ("Restricted Jurisdiction"). This Announcement and the information contained in it is not for publication or distribution, directly or indirectly, to persons in a Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This Announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act"), as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

No action has been taken by the Company, the Joint Bookrunners or any of their respective affiliates (within the meaning of Rule 405 under the Securities Act) ("Affiliates") or any of their respective directors, partners (limited or unlimited), officers or employees or any other person that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about, and to observe, any restrictions contained in this Announcement.

This Announcement is directed at and is only being distributed to: (A) persons in member states of the European Economic Area who are "qualified investors", as defined in Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus Regulation"), (B) if in the United Kingdom, persons who are qualified investors and have professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or fall within the definition of "high net worth companies, unincorporated associations etc." in Article 49(2)(a) to (d) of the Order and (C) in the United States to a limited number of "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the Securities Act (all such persons in (A), (B) or (C) together being referred to as "Relevant Persons"). No other person should act on or rely on this Announcement and persons distributing this Announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this Announcement, you represent and agree that you are a Relevant Person. This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement or the Placing relate is available only to Relevant Persons and will be engaged in only with Relevant Persons. As regards all persons other than Relevant Persons, the details of the Placing set out in this Announcement are for information purposes only.

The Placing Shares are being offered and sold (a) in the United States only to QIBs in transactions exempt from the registration requirements under the Securities Act and (b) outside the United States in "offshore transactions" within the meaning of, and in accordance with, Regulation S under the Securities Act. No public offering of securities is being made in the United States or elsewhere.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA") by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published.

The information contained in this Announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this Announcement or its accuracy, fairness or completeness. None of the information in this Announcement has been independently verified or approved by the Joint Bookrunners or any of their respective Affiliates.

Certain statements in this Announcement are forward-looking statements, which include all statements other than statements of historical fact and which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the Financial Conduct Authority ("FCA"), the London Stock Exchange or applicable law, the Company, the Joint Bookrunners and their respective Affiliates undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Any indication in this Announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of the Company, the Joint Bookrunners or by their respective Affiliates as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed. 

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange's AIM Market.

Members of the public are not eligible to take part in the Placing and no public offering of Placing Shares is being or will be made.

Numis is authorised and regulated in the United Kingdom by the FCA. Berenberg is authorised and regulated by the German Federal Financial Supervising Authority and in the United Kingdom is subject to limited regulation by the FCA. Each of the Joint Bookrunners is acting exclusively for the Company and no one else in connection with the Placing and they will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.