Scapa Group PLC SCHEME OF ARRANGEMENT BECOMES EFFECTIVE (6259V)
April 15 2021 - 7:53AM
UK Regulatory
TIDMSCPA
RNS Number : 6259V
Scapa Group PLC
15 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
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 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.
On 13 April 2021, Scapa announced that the High Court of Justice
in England and Wales had sanctioned the Scheme at the Scheme Court
Hearing held earlier on the same date.
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. (London time) on 14 April 2021,
will be entitled to receive 215 pence in cash for each Scheme Share
held. Settlement of the consideration to which any Scheme
Shareholder is entitled will be effected by way of the despatch of
cheques or the crediting of CREST accounts (for Scheme Shareholders
holding Scheme Shares in certificated form and in uncertificated
form respectively) as soon as practicable and in any event not
later than 29 April 2021.
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. (London time) on 16 April
2021.
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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