DVO.L Regulatory News (DVO)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION OTHER THAN THE UNITED KINGDOM WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

16 February 2023

Recommended Cash Acquisition

of

Devro plc ("Devro")

by

SARIA Nederland B.V. ("Bidco")

an indirect subsidiary undertaking of SARIA SE & CO. KG.

to be implemented by a Scheme of Arrangementunder Part 26 of the Companies Act 2006

Confirmation that Court Meeting and General Meeting were adjourned

On 25 November 2022, the boards of Bidco and Devro announced (the "Original Announcement") that they had reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Devro (the "Acquisition"), to be implemented by way of a Court-sanctioned scheme of arrangement of Devro under Part 26 of the Companies Act (the "Scheme").

The scheme document in respect of the Acquisition (the "Scheme Document") was published and made available on 13 January 2023 to Devro Shareholders and, for information only, to participants in the Devro Share Plan and persons with information rights. This announcement should be read in conjunction with the Scheme Document and the full text of the Original Announcement.

Earlier today, 16 February 2023, the boards of Devro and Bidco announced (the "Increased Offer Announcement") that they had agreed the terms of an increased and final1 recommended cash acquisition of the entire issued and to be issued ordinary share capital of Devro (the "Increased Offer") and that the Court Meeting and General Meeting would be adjourned for a short period of time to allow more time for Devro Shareholders to consider the Increased Offer before asking Devro Shareholders to vote on the Scheme at the Court Meeting and General Meeting.

1Except that Bidco reserves the right to increase the offer price if there is an announcement on or after the date of this announcement of an offer or a possible offer for Devro by a third party offeror or potential offeror.

Devro now confirms that the Court Meeting and General Meeting were duly adjourned earlier today.

The adjourned Court Meeting will now start at 10.45 a.m. on 3 March 2023 and the adjourned General Meeting will start at 11.00 a.m. on 3 March 2023 (or as soon thereafter as the adjourned Court Meeting shall have been concluded or further adjourned). The Court Meeting and General Meeting shall be held at The Westerwood Hotel, St Andrews Drive, Cumbernauld, G68 0EW.

An updated timetable of principal events was set out in the Increased Offer Announcement (the "Updated Timetable"). To the extent any of the dates and/or times set out in the Updated Timetable change, the revised dates and/or times will be notified to Devro Shareholders by announcement through a Regulatory Information Service. Copies of any such announcements will be made available on Devro's website at www.devro.com/investors/recommendedoffer-for-devro/ and Bidco's website at https://saria.com/announcement/.

Capitalised terms in this announcement, unless otherwise defined, have the meaning given to them in the Scheme Document. All references in this announcement to times are to times in London, United Kingdom (unless otherwise stated).

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, subscribe for, otherwise acquire, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. This announcement does not constitute a prospectus or a prospectus equivalent document.

The Acquisition is made solely pursuant to the terms of the Scheme Document, as modified by the Increased Offer Announcement, which, together with the Forms of Proxy, contains the full terms and Conditions of the Scheme. Any decision in respect of, or other response to, the Acquisition by Devro Shareholders should be made only on the basis of the information contained in the Scheme Document.

Important notice

Lazard, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"), is acting exclusively as financial adviser to Devro and no one else in connection with the Acquisition and will not be responsible to anyone other than Devro for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither Lazard 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 Lazard in connection with this announcement, any statement contained herein or otherwise.

Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as Corporate Broker for Devro and no one else in connection with the Acquisition and will not be responsible to anyone other than Devro for providing the protections afforded to clients of Numis nor for providing advice in relation to the Acquisition or any other matter referred to in this announcement. Neither Numis nor any of its group undertakings or 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 Numis in connection with the possible offer or any matter referred to herein.

Overseas shareholders

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Bidco and Devro or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will 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. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all other documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Acquisition to Devro 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, or who are subject to other jurisdictions, should inform themselves of, and observe, any applicable legal or regulatory requirements.

The Acquisition shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the Listing Rules.

Additional information for US investors

Devro Shareholders in the United States should note that the Acquisition relates to the securities of a UK company and is proposed to be effected by means of a scheme of arrangement under Scots law. This announcement and certain other documents relating to the Acquisition have been or will be prepared in accordance with English law, Scots law, the Takeover Code and UK disclosure requirements, format and style, all of which differ from those in the United States. 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 US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements of and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements of the United States tender offer and proxy solicitation rules. If, in the future, Bidco exercises the right to implement the Acquisition by way of a Takeover Offer and determines to extend the offer into the United States, such Takeover Offer will be made in compliance with applicable United States laws and regulations, including any applicable exemptions under the US Exchange Act. Such Takeover Offer would be made in the United States by Bidco and no one else.

The financial information of Devro that is included in, or incorporated by reference into, this announcement or that may be included in this announcement, or any other documents relating to the Acquisition, have been or will be prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to financial information of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles ("US GAAP"). US GAAP differs in certain significant respects from accounting standards applicable in the United Kingdom. None of the financial information in this announcement has been audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Company Accounting Oversight Board (United States).

The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its Devro Shares pursuant to the Acquisition will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Devro Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to it including under applicable US state and local, as well as overseas and other, tax laws.

It may be difficult for US holders of Devro Shares to enforce their rights and any claims arising out of the US federal securities laws, since Bidco Parent, Bidco and Devro are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

In the event that the Acquisition is implemented by way of a Takeover Offer, in accordance with and to the extent permitted by, the Takeover Code and normal UK market practice and J.P. Morgan Cazenove and its respective affiliates may continue to act as exempt principal traders or exempt market makers in Devro Shares on the London Stock Exchange and will engage in certain other purchasing activities consistent with its respective normal and usual practice and applicable law, as permitted by Rule 14e-5(b)(9) under the US Exchange Act. In addition, Bidco, certain affiliated companies, their advisers, and their nominees or brokers (acting as agents), may make certain purchases of, or arrangements to purchase, shares in Devro outside of the US, other than pursuant to the Acquisition, such as in open market purchases or privately negotiated purchases, during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any such purchases by Bidco or its affiliated companies will not be made at prices higher than the price of the Acquisition provided in this announcement unless the price of the Acquisition is increased accordingly. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. To the extent that such information is required to be publicly disclosed in the United Kingdom in accordance with applicable regulatory requirements, this information will, as applicable, also be publicly disclosed in the United States.

Neither the United States Securities and Exchange Commission nor any US state securities commission nor any other US regulatory authority has approved or disapproved the Acquisition, passed any opinion upon the merits or fairness of the Acquisition or passed any opinion upon the accuracy, adequacy or completeness of this announcement (nor will it do so in respect of this announcement). Any representation to the contrary is a criminal offence in the United States.

Forward-looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Bidco or Devro contain statements about the Wider Bidco Group and the Wider Devro Group that are or may be deemed to be forward looking statements. All statements other than statements of historical facts included in this Announcement may be forward looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "should", "would", "could", "anticipates", "estimates", "projects" or "strategy" or words or terms of similar substance or the negative thereof. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the Wider Bidco Group or the Wider Devro Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the Wider Bidco Group or the Wider Devro Group's business.

These forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Acquisition, as well as additional factors, such as changes in political and economic conditions, changes in the level of capital investment, retention of key employees, changes in customer habits, success of business and operating initiatives and restructuring objectives, impact of any acquisitions or similar transactions, changes in customers' strategies and stability, competitive product and pricing measures, changes in the regulatory environment, fluctuations of interest and exchange rates, the outcome of any litigation. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this announcement. All subsequent oral or written forward-looking statements attributable to Bidco or Devro or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Bidco and Devro disclaim any obligation to update any forward-looking or other statements contained in this announcement, except as required by applicable law.

Publication on website

A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) free of charge on Devro's website at www.devro.com/investors/recommended-offer-for-devro/ and Bidco's website at https://saria.com/announcement/ by no later than 12 noon (London time) on the first Business Day following the date of this announcement. For the avoidance of doubt, the contents of the website are not incorporated into and do not form part of this announcement.