Abrdn Property Regulatory News (API)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE " CODE") AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER WILL BE MADE.

API Group plc

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

Closure of Formal Sale Process, End of Offer Period & Trading Update

Closure of Formal Sale Process

Following open letters from its two largest shareholders, Steel Partners Holding L.P. and Wynnefield Capital Inc, suggesting that an auction process be commenced with the aim of securing a general offer for the Company, the Board announced (on 26th September 2012) the initiation of a formal sale process, entering into an offer period and seeking potential offerors for the entire issued and to be issued share capital of the Company.

During this process, the Company received several indicative proposals and potential offerors were provided with access to management and detailed due diligence information. Following careful consideration, the Board has concluded that a sale of the Group at this time is unlikely to gain sufficient recognition for the underlying value of the business or to deliver best value for shareholders. As a consequence, the Board has decided to terminate the formal sale process with immediate effect and the Company is no longer deemed to be in an offer period as defined in the City Code on Takeovers and Mergers ("the Code").

Following the closure of the sale process, the Board remains focused on maximising shareholder value and committed to maintaining an open dialogue with shareholders about how best that can be achieved.

Trading Update

Concurrent with the announcement on the sale process, the Group is providing the following update on trading.

The Board continues to expect that results for the current financial year will demonstrate substantial year-on-year improvement, due to excellent progress at Foils Americas, Foils Europe and Laminates. However, after the weak performance reported at the interim stage, activity levels at Holographics have not recovered as anticipated in the second half and as a consequence the Group's results for the year ending 31 March 2013 are likely to be marginally below previous management expectations.

Shipments are now underway relating to the new contract at Laminates, although the favourable impact on volumes for next year will be mitigated by some recent losses on other supply positions. In spite of a less favourable outlook for both Laminates and Holographics, the Board remains confident that the Group will make further progress in the year ahead.

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