Company Announcements

Scheme of arrangement

Source: RNS
RNS Number : 9296P
Scapa Group PLC
22 February 2021
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

 

FOR IMMEDIATE RELEASE

22 February 2021

 

RECOMMENDED CASH OFFER

 

of

 

Scapa Group plc ("Scapa")

 

by

 

AMS HoldCo 2 Limited ("SWM Bidco")

 

A wholly-owned indirect subsidiary of

Schweitzer-Mauduit International, Inc. ("SWM")

 

(to be implemented by way of a scheme of arrangement

under Part 26 of the Companies Act 2006)

 

On 27 January 2021, the boards of Scapa and SWM jointly announced that they had reached agreement on the terms of a recommended acquisition by SWM Bidco, a wholly-owned indirect subsidiary of SWM, of the entire issued and to be issued ordinary share capital of Scapa (the "Offer"). As outlined in that announcement, the Offer is to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") (or, if SWM Bidco elects, with the consent of the Panel, a takeover offer under Part 28 of the Companies Act 2006) and is subject to the terms and conditions set out in the scheme document in relation to the Offer (the "Scheme Document").

 

Publication and posting of the Scheme Document

 

The Scapa Board is pleased to announce that the Scheme Document is being published and posted to Scapa Shareholders today. The Scheme Document contains, amongst other things, a letter from the Non-Executive Chairman of Scapa, a statutory explanatory statement, the full terms and conditions of the Offer, notices convening the Court Meeting and the General Meeting in connection with the Scheme, an expected timetable of principal events and details of the actions to be taken by Scapa Shareholders. A copy of the Scheme Document is available on Scapa' website at https://www.scapa.com/News/CashOfferForScapaGroupplc.

 

Hard copies of the Scheme Document and the Forms of Proxy for the Court Meeting and the General Meeting are being posted to Scapa Shareholders today.

 

A copy of the Scheme Document has been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

Unless otherwise defined, all capitalised terms in this announcement shall have the same meaning given to them in the Scheme Document.

 

Action to be taken

 

As further detailed in the Scheme Document, the Scheme is subject to the Conditions. To become effective, the Scheme will require, amongst other things, approval by a majority in number representing not less than 75 per cent. in value of the Scapa Shareholders present, entitled to vote and voting, either via the Virtual Meeting Platform (as referred to below) or by proxy, at the Court Meeting and the passing of the Special Resolutions to be proposed at the General Meeting.

 

The Court Meeting and the General Meeting will be held remotely via a virtual meeting platform provided by Lumi (the "Virtual Meeting Platform") on 17 March 2021 at 10.00 a.m. and 10.15 a.m. respectively (or, in the case of the General Meeting, as soon as the Court Meeting has concluded or been adjourned, if later). The Scheme requires approval at both of these Meetings. Shareholders can attend remotely via the Virtual Meeting Platform as set out in the Scheme Document.

 

COVID-19 restrictions

 

The Scapa Board notes the measures imposed by the UK Government in view of the ongoing COVID-19 pandemic. At the time of this announcement, the UK Government has prohibited large public gatherings, save in certain limited circumstances. In lightof thesemeasures, togetherwith theuncertainty as toany additionaland/or alternativemeasures thatmay be put in place by the UK Government, and in order to protect the health and safety of the Scheme Shareholders, Scapa Shareholders and Scapa Directors, the Scapa Board hopes that shareholders will understand that Scheme Shareholders, Scapa Shareholders and other attendees will not be permitted to attend the Court Meeting or the General Meeting in person.

 

Scheme Shareholders and Scapa Shareholders are however being given the opportunity to remotely attend, submit written questions and voteat theCourt Meetingand theGeneral Meetingvia the Virtual Meeting Platform provided by Lumi, further details of which are set out in the Scheme Document.  Guidance on remotely accessing and participating in the Scapa Shareholder Meetings via the Virtual Meeting Platform is also available at https://www.scapa.com/News/CashOfferForScapaGroupplc and will be sent to Scapa Shareholders in hard copy.

 

Scheme Shareholders and Scapa Shareholders are stronglyencouraged toappoint "the Chairmanof themeeting" as their proxy. If any other person is appointed as proxy, he or she will not be permitted to attend the relevant Meeting in person, but will be able to attend, submit written questions (and/or, in respect of the Court Meeting, any objections) and vote at the relevant Shareholder Meeting remotely via the Virtual Meeting Platform, further details of which are set out in the Scheme Document and in the Virtual Meeting Guide.

 

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of opinion of Scheme Shareholders. Whether or not Scheme Shareholders or Scapa Shareholders intend to attend and/or vote (in each case, remotely, via the Virtual Meeting Platform) at the Shareholder Meetings, they are strongly advised to sign and return their WHITE Form of Proxy (by post) or transmit a proxy appointment and voting instruction (electronically, online or through CREST) for the Court Meeting as soon as possible. The completion and return of the Forms of Proxy (by post) (or transmission of a proxy appointment or voting instruction electronically, online or through CREST or by any other procedure described in the Scheme Document) will not prevent a Scheme Shareholder or a Scapa Shareholder from remotely attending, submitting written questions and/or (in the case of the Court Meeting) any objections and voting at the Court Meeting or the General Meeting, in each case via the Virtual Meeting Platform as described in the opening pages of the Scheme Document and in the Virtual Meeting Guide, if such Scheme Shareholder or Scapa Shareholder is entitled to and wishes to do so.

 

If the WHITE Form of Proxy for the Court Meeting is not lodged by the relevant time, it may be emailed to post_proxy_deadline_court_votes@linkgroup.co.uk at any time after 10.00 am on 15 March 2021 but prior to the commencement of the Court Meeting. However, if the YELLOW Form of Proxy for the General Meeting is not lodged by the relevant time, it will be invalid.

 

Following the Shareholder Meetings, the Scheme must be sanctioned by the Court and will only become Effective upon delivery to the Registrar of Companies of a copy of the Court Order.

 

The Scapa Directors, who have been so advised by Jefferies as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing advice to the Scapa Directors, Jefferies has taken into account the commercial assessment of the Scapa Directors. Jefferies is providing independent financial advice to the Scapa Directors for the purposes of Rule 3 of the Code.

 

Accordingly, the Scapa Directors recommend unanimously that Scapa Shareholders vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting (or, in the event that the Offer is implemented by means of an Offer, to accept such Offer).

 

Scapa Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

 

Cancellation of admission of Scapa Shares to trading on AIM

 

If the Scheme becomes effective in accordance with its terms, it is anticipated that dealings in Scapa Shares will be suspended at 7.30 a.m. on 15 April 2021 and subsequently the Scapa Shares will be cancelled from admission to trading on AIM at 7.00 a.m. on 16 April 2021.

 

Expected Timetable

 

The current expected timetable of principal events for the implementation of the Scheme is set out below and in the Scheme Document.

 

Event

Time/date

Publication of this document

22 February 2021

Latest time for lodging Forms of Proxy for the Court Meeting (WHITE Form of Proxy) or for submitting proxy instructions in respect of the Court Meeting via the Signal Shares share portal service or the CREST Proxy Voting Service

10:00 a.m. on 15 March2021(2)

Latest time for lodging Forms of Proxy for the General Meeting (YELLOW Form of Proxy) or for submitting proxy instructions in respect of the General Meeting via the Signal Shares share portal service or the CREST Proxy Voting Service

10:15 a.m. on 15 March 2021(3)

Voting Record Time for the Court Meeting and the General Meeting

6:00 p.m. on 15 March 2021(4)

Court Meeting

10:00 a.m. on 17 March 2021

General Meeting

10:15 a.m. on 17 March 2021(5)

Certain of the following dates are subject to change

(please see Note(1) below):

 

Court Hearing (to sanction the Scheme)

13 April 2021

(the Court Sanction Date)

Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Scapa Shares

14 April 2021

Scheme Record Time

6:00 p.m. on 14 April 2021

Effective Date

15 April 2021

Dealings in Scapa Shares on AIM suspended

7:30 a.m. on 15 April 2021

Cancellation of admission to trading on AIM of, and dealings in, Scapa Shares

7:00 a.m. on 16 April 2021

Settlement of the Offer Price:

 

Despatch of cheques and crediting of CREST for cash consideration due under the Scheme

As soon as practicable and, in any event, within 14 days following the Effective Date

Long Stop Date

27 July 2021 (6)

All references in this document to times are to times in London, unless otherwise stated.

 

Notes: All references in this document to times are to times in London, unless otherwise stated.

 

(1)        These times and dates are indicative only and will depend, among other things, on the date on which the Conditions are satisfied or, if capable of waiver, waived and therefore the date on which the Court sanctions the Scheme (which may not be the same day on which the Court hears Scapa' application). The timetable is also dependent on when the Court Order sanctioning the Scheme is delivered to the Registrar of Companies. Scapa will give notice of any change(s) to the above timetable by issuing an announcement through a Regulatory Information Service and by publishing such changes on Scapa' website at https://www.scapa.com/News/CashOfferForScapaGroupplc and, if required by the Panel, by posting notice of the change(s) to Scapa Shareholders.

 

(2)        It is requested that WHITE Forms of Proxy for the Court Meeting be lodged before 10:00 a.m. on 15 March 2021 or, if the Court Meeting is adjourned, not later than 48 hours before the time appointed for the holding of the adjourned Meeting (excluding any day which is not a Business Day). However, if the WHITE Form of Proxy for the Court Meeting is not lodged by the relevant time, it may be emailed to post_proxy_deadline_court_votes@linkgroup.co.uk at any time prior to the commencement of the Court Meeting.

 

(3)        YELLOW Forms of Proxy for the General Meeting must be lodged before 10:15 a.m. on 1 February 2021 in order to be valid or, if the General Meeting is adjourned, not later than 48 hours before the time appointed for the holding of the adjourned Meeting (excluding any day which is not a Business Day). If the YELLOW Form of Proxy is not lodged by the relevant time, it will be invalid.

 

(4)        If either of the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6:00 p.m. on the date which is two days preceding the date fixed for the adjourned Meeting (excluding any day which is not a Business Day).

 

(5)        Or as soon thereafter as the Court Meeting has been concluded or adjourned, if later.

 

(6)        This date may be extended to such date as Scapa, SWM and SWM Bidco may, with the consent of the Panel, agree and the Court (if required) may allow.

 

Information for Scapa Shareholders

 

If you have any queries about the Scheme Document, the Court Meeting or the General Meeting or are in any doubt as to how to complete the Forms of Proxy, please contact Link Group on +44 (0) 371 664 0321.  Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9:00 a.m. and 5:30 p.m., Monday to Friday (excluding public holidays in England and Wales). Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

 

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

Tel: +44 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 Conway

Victoria Foster Mitchell

Tel: +44 20 3727 1000

DLA Piper UK LLP are retained as legal adviser to Scapa.

 

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 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 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 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 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 is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire or subscribe for or dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely through the Scheme Document (or, in the event that the Offer is to be implemented by means of a Takeover Offer, the Offer Document), which, together with the Forms of Proxy, will contain the full terms and conditions of the Offer, including details of how to vote in respect of the Scheme. Scapa Shareholders are advised to read the Scheme Document (including the related Forms of Proxy) (and/or, in the event that the Offer is to be implemented by way of a Takeover Offer, the Offer Document) once this becomes available because it will contain important information in relation to the Offer. Any vote in respect of resolutions to be proposed at the Court Meeting and/or the General Meeting, and any decision in respect of the Scheme or other response in relation to the Offer, by Scapa Shareholders should be made only on the basis of the information contained in the Scheme Document (and/or, in the event that the Offer is to be implemented by way of a Takeover Offer, the Offer Document).

 

This Announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales.

 

This Announcement does not constitute a prospectus or prospectus exempted document.

 

Overseas shareholders

 

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are not resident in the United Kingdom or who are subject to the laws of any jurisdiction other than the United Kingdom (including Restricted Jurisdictions) should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom or who are subject to the laws of another jurisdiction to participate in the Offer or to vote their Scheme Shares in respect of the Scheme at the Court Meeting or in respect of the Resolutions to be proposed at the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting and/or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with applicable legal or regulatory requirements of any jurisdiction may constitute a violation of securities laws in that jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

 

Unless otherwise determined by SWM Bidco or required by the Code, and permitted by applicable law and regulation, the Offer shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.

 

Copies of this Announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Offer.

 

If the Offer is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction, and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.

 

The availability of the Offer to Scapa Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements. Further details in relation to Scapa Shareholders in overseas jurisdictions will be contained in the Scheme Document.

 

The Offer will be subject to English law and the applicable requirements of the Court, the Code, the Panel, the London Stock Exchange, the AIM Rules and the FCA.

 

Notice to U.S. investors

 

The Offer relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the U.S. Exchange Act.

 

Accordingly, the Offer is subject to the disclosure and procedural requirements applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. Furthermore, the payment and settlement procedure with respect to the Offer will comply with the relevant rules under the Code, which differ from U.S. payment and settlement procedures, particularly with regard to the date of payment of consideration.

 

However, if SWM Bidco were to elect to implement the Offer by means of a Takeover Offer, such Takeover Offer would be made in compliance with all applicable United States laws and regulations, including any applicable exemptions under the U.S. Exchange Act. Such a Takeover Offer would be made in the United States by SWM Bidco and no one else, in compliance with U.S. law and regulations, including Section 14(e) of the U.S. Exchange Act and Regulation 14E thereunder.

 

In accordance with normal United Kingdom practice, SWM, SWM Bidco or their nominees or their brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Scapa outside of the U.S., other than pursuant to the Offer, until the date on which the Offer and/or Scheme becomes Effective, lapses or is otherwise withdrawn, in compliance with applicable law, including the U.S. Exchange Act. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in the United Kingdom, shall be reported to the Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.

 

The receipt of consideration by a U.S. holder for the transfer of its Scapa Shares pursuant to the Offer will likely be a taxable transaction for United States federal income tax purposes. Each U.S. holder of Scapa Shares is urged to consult their independent professional adviser immediately regarding the tax consequences of the Offer applicable to such holder, including under applicable United States state and local tax laws, as well as overseas and other tax laws that may be applicable.

 

Some or all of Scapa's officers and directors reside outside the U.S., and some or all of its assets are or may be located in jurisdictions outside the United States. Therefore, investors may have difficulty effecting service of process within the U.S. upon those persons or recovering against Scapa or its officers or directors on judgments of U.S. courts, including judgments based upon the civil liability provisions of the U.S. federal securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment. It may not be possible to sue Scapa or its officers or directors in a non-U.S. court for violations of the U.S. securities laws.

 

Neither the SEC nor any U.S. state securities commission has approved or disproved or passed judgment upon the fairness or the merits of the Offer or determined if this Announcement is adequate, accurate or complete.

 

Financial information relating to Scapa included in this Announcement and the Scheme Document has been or will have been prepared in accordance with IFRS and may not therefore be comparable to the financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

 

Forward-looking statements

 

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Offer, and other information published by Scapa, any member of the Scapa Group, SWM, SWM Bidco or any other member of the SWM Group contain statements which are, or may be deemed to be, "forward looking statements". These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as, without limitation, "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "aim", "will", "may", "hope", "continue", "would", "could" or "should" or other words of similar meaning or the negative thereof. Forward-looking statements include, but are not limited to, statements relating to the following: (i) future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects, (ii) business and management strategies and the expansion and growth of the operations of Scapa, any member of the Scapa Group, SWM, SWM Bidco or any other member of the SWM Group, (iii) the effects of government regulation on the business of Scapa, any member of the Scapa Group, SWM, SWM Bidco or any other member of the SWM Group, (iv) negative effects relating to this Announcement and/or status of the Offer, (v) the possibility that any of the conditions to the Offer will not be satisfied, and (vi) significant transaction costs (including litigation) or unknown liabilities. There are many factors which could cause actual results to differ materially from those expressed or implied in forward‑looking statements. Among such factors are changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

 

These forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which Scapa, any member of the Scapa Group, SWM, SWM Bidco or any member of the SWM Group shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. By their nature, these forward-looking statements involve known and unknown risks, and uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this Announcement may cause the actual results, performance or achievements of any such person, or industry results and developments, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. No assurance can be given that such expectations will prove to have been correct and persons reading this Announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this Announcement. None of Scapa, any member of the Scapa Group, SWM, SWM Bidco or any other member of the SWM Group, or their respective members, directors, officers, employees, advisers or any person acting on behalf of one or more of them, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur.

 

None of Scapa, any member of the Scapa Group, SWM, SWM Bidco or any other member of the SWM Group, or their respective members, directors, officers, employees, advisers or any person acting on behalf of one or more of them, has any intention or accepts any obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent legally required. All subsequent oral or written forward-looking statements attributable to Scapa, any member of the Scapa Group, SWM, SWM Bidco or any other member of the SWM Group or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.

 

No profit forecasts or estimates

 

No statement in this Announcement is intended as a profit forecast or estimate for SWM, SWM Bidco or Scapa for any period and no statement in this Announcement should be interpreted to mean that cash flow from operations, earnings, or earnings per share or income of those persons (where relevant) for the current or future financial years would necessarily match or exceed the historical published cash flow from operations, earnings, earnings per share or income of those persons (as appropriate).

 

Publication on a website

 

A copy of this Announcement and the documents required to be published pursuant to Rule 26.1 and Rule 26.2 of the Code will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on SWM's website at https://ir.swmintl.com/update-disclaimer and Scapa's website at https://www.scapa.com/News/CashOfferForScapaGroupplc by no later than 12:00 noon on the Business Day following the date of this Announcement.

 

Neither the content of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

 

Requesting hard copy documents

 

In accordance with Rule 30.3 of the Code, a person so entitled may request a copy of this Announcement (and any information incorporated into it by reference to another source) in hard copy form free of charge. A person may also request that all future documents, announcements and information sent to that person in relation to the Offer should be in hard copy form. For persons who have received a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent to you unless you have previously notified Scapa's registrar, Link Group that you wished to receive all documents in hard copy form or unless requested in accordance with the procedure set out below.

 

If you would like to request a hard copy of this Announcement from Scapa please contact Scapa's registrar, Link Group, on 0371 664 0321 (from within the UK) or on +44 371 664 0321 (from outside the UK), or by writing to Link Market Services Limited, PSX 1, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Calls are charged at 12 pence per minute and will vary by provider. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Link Market Services Limited is open between 9:00 a.m. and 5:30 p.m., Monday to Friday, excluding public holidays in England and Wales. Please note that Link Market Services Limited cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

 

Information relating to Scapa Shareholders

 

Please be aware that addresses, electronic addresses and certain other information provided by Scapa Shareholders, persons with information rights and other relevant persons for the receipt of communications from Scapa may be provided to SWM Bidco during the Offer Period as required under section 4 of Appendix 4 to the Code.

 

Disclosure requirements of the Code

 

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

 

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

 

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

 

Rule 2.9 of the Code

 

For the purposes of Rule 2.9 of the Code, Scapa confirms that, as at the Latest Practicable Date, it had 187,870,013 ordinary shares of 5 pence each in issue and admitted to trading on AIM. The International Securities Identification Number for Scapa Shares is GB0007281198.

 

General

 

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

 

Time

 

All references to time in this Announcement are to the time in London, unless otherwise stated.

 

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