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

13 April 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

Court Sanction of the Scheme

Devro is pleased to announce that the Court has today issued the Court Order sanctioning the scheme of arrangement between Devro and the Scheme Shareholders (the "Scheme") relating to the recommended cash acquisition under which Bidco will acquire the entire issued and to be issued ordinary share capital of Devro (the "Acquisition").

The full terms of, and Conditions to, the Acquisition are set out in the scheme document relating to the Acquisition published on 13 January 2023 (the "Scheme Document"), as modified by the announcement by the boards of Devro and Bidco of the terms of an increased and final1 recommended cash acquisition on 16 February 2023 (the "Increased Offer Announcement").

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

Next Steps

The Scheme will become effective upon a copy of the Court Order being delivered to the Registrar of Companies, which is expected to take place by 7.00 a.m. on 14 April 2023.

A further announcement will be made when the Scheme has become effective.

The last day of dealings in, and for the registration of transfers of, and disablement in CREST of, Devro Shares is today, 13 April 2023. The Scheme Record Time is at 6.00 p.m. today, 13 April 2023. It is expected that the listing of Devro Shares on the premium listing segment of the Official List of the Financial Conduct Authority and trading of Devro Shares on the London Stock Exchange's main market for listed securities will, subject to the Scheme becoming effective, be cancelled with effect from 8.00 a.m. on 14 April 2023.

There has been no material change to the expected timetable of principal events for the Acquisition set out in the announcement made by Devro in relation to the Acquisition on 3 March 2023. If there are any changes to the remaining dates and/or times in the expected timetable, Devro will give notice of such change(s) by issuing an announcement through a Regulatory Information Service and, if required by the Panel, will post notice of the change(s) to Devro Shareholders and persons with information rights.

Capitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Document.

Clifford Chance LLP is acting as legal adviser to Devro, and Shepherd and Wedderburn is providing legal advice to Devro on matters of Scots law.

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.

This announcement has been prepared for the purpose of complying with English law and the Takeover 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 and regulations of jurisdictions outside the United Kingdom.

The Acquisition is subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange and the Financial Conduct Authority ("FCA").

Important notices

Lazard, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, 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.

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the PRA and the FCA. J.P. Morgan Cazenove is acting as financial adviser exclusively to Bidco and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to any matter referred to herein.

PricewaterhouseCoopers LLP ("PwC"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to Bidco and for no one else in connection with the Acquisition in such capacity and will not be responsible to anyone in such capacity other than Bidco for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition, the contents of this announcement or any other matters referred to in this announcement.

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.

Publication on a 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 these websites are not incorporated into and do not form part of this announcement.