DVO.L Regulatory News (DVO)

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 or regulations OF SUCH JURISDICTION.

This announcement contains inside information for the purposes of Article 7 of the UK version of the Market Abuse Regulation (EU 596/2014) AS IT FORMS PART OF UK law by virtue of the European Union (Withdrawal) Act 2018, AS AMENDED.

FOR IMMEDIATE RELEASE

16 FEBRUARY 2023

INCREASED AND FINAL1 RECOMMENDED CASH ACQUISITIONOFDEVRO PLC ("DEVRO")BYSARIA NEDERLAND B.V. ("BIDCO") an indirect subsidiary undertaking of SARIA SE & Co. KG ("BIDCO PARENT")

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

INCREASED AND FINAL RECOMMENDED CASH CONSIDERATION, DECLARATION OF SECOND Permitted DIVIDEND AND ADJOURNMENT OF THE COURT MEETING AND THE GENERAL MEETING

Summary

· 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, to be implemented by way of a Court-sanctioned scheme of arrangement of Devro under Part 26 of the Companies Act (the "Acquisition").

· 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.

· This announcement is being made jointly by Bidco and Devro.

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

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.

Revised Proposal

· Since the Original Announcement, Devro and Bidco have engaged with Devro Shareholders, and in particular have noted the views of certain Devro Shareholders about the terms of the original offer. The board of Devro has engaged with Bidco and its advisers in relation to the terms of the offer. The boards of Bidco and Devro are pleased to announce that they have reached agreement on the terms of an increased and final Revised Proposal (as defined below) for the acquisition of the entire issued and to be issued ordinary share capital of Devro.

· Under the terms of the Revised Proposal, eligible Devro Shareholders will be entitled to receive, for each Devro share held:

320 pence in cash (the "Increased Cash Consideration")

and

a second permitted interim dividend of 10 pence (the "Second Permitted Dividend")

(together, the "Revised Proposal")

· The Revised Proposal values the entire issued and to be issued share capital of Devro at approximately £564 million on a fully diluted basis, implying an enterprise value of £692 million, equivalent to a multiple of 11.3 times enterprise value to EBITDA for the 52 weeks ended 30 June 2022.

· The Revised Proposal represents an attractive premium of approximately:

- 71.9 per cent. to the Closing Price of 192.0 pence per Devro Share on 24 November 2022 (being the last Business Day before the commencement of the Offer Period);

- 87.6 per cent. to the one-month volume weighted average price of 175.9 pence per Devro Share to 24 November 2022 (being the last Business Day before the commencement of the Offer Period);

- 82.1 per cent. to the six-month volume weighted average price of 181.2 pence per Devro Share to 24 November 2022 (being the last Business Day before the commencement of the Offer Period); and

- 100.2 per cent. to the Closing Price of 164.8 pence per Devro Share on 25 October 2022 (being the last Business Day before receipt by the Devro Board of Bidco's conditional indicative proposed offer).

· The Increased Cash Consideration of 320.0 pence per Devro Share represents an attractive premium of approximately 66.7 per cent. to the Closing Price of 192.0 pence per Devro Share on 24 November 2022 (being the last Business Day before the commencement of the Offer Period).

· The Revised Proposal represents an increase of 13.9 pence (or 4.4 per cent.) per Devro Share as compared to the original offer price of 316.1 pence per Devro Share.

· In addition, each Devro Shareholder who was on the register of members at 6.00 p.m. on 2 December 2022 (the "Dividend Record Time") was entitled to receive and retain the 2.9 pence cash dividend for each Devro Share held at the Dividend Record Time (the "Permitted Dividend") which was announced on 2 August 2022 in respect of the six-month period ended 30 June 2022, without any reduction in the cash consideration payable under the terms of the Acquisition. The Permitted Dividend was paid on 13 January 2023.

· Bidco announces that the Revised Proposal is its final offer and will not be increased, except that it 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.

· The Revised Proposal is subject to the terms and conditions set out in the Scheme Document (save as modified by the terms of the Revised Proposal contained in this announcement). Devro Shareholders should note that Devro does not intend to publish a revised scheme document in respect of the Revised Proposal.

· The Increased Cash Consideration payable to the Devro Shareholders by Bidco under the terms of the Revised Proposal will be fully funded by existing resources available to Bidco.

· J.P. Morgan Cazenove and PwC, as financial advisers to Bidco, are satisfied that sufficient resources are available to Bidco to enable it to satisfy in full the Increased Cash Consideration payable to Devro Shareholders under the terms of the Acquisition.

Second Permitted Dividend

· The board of Devro has resolved to declare and pay, by way of an interim dividend, the Second Permitted Dividend to Devro Shareholders on the register of members at 6.00 p.m. on the Business Day prior to the date on which the Acquisition becomes Effective (the "Second Permitted Dividend Record Date"), without any reduction in the Increased Cash Consideration payable under the terms of the Revised Proposal. The Second Permitted Dividend will be conditional upon, and only payable if, the Scheme becomes Effective (or, if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer is declared unconditional in all respects). 

· If the Scheme does not become Effective (or, if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer is not declared unconditional in all respects), no Second Permitted Dividend will be paid and no equivalent payment will be made to Devro Shareholders by Bidco.

· If the Scheme becomes Effective (or, if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer is declared unconditional in all respects), the Second Permitted Dividend will be paid not more than 14 days after the Effective Date and in a manner consistent with the payment of dividends in the ordinary course by Devro.

· The Second Permitted Dividend is being declared, made and paid with the consent of Bidco pursuant to a side letter entered into between Bidco and Devro on 16 February 2023 (the "Side Letter"). If, on or after 25 November 2022 and on or prior to the Effective Date, any other dividend or other distribution is authorised, declared, made or paid in respect of Devro Shares (other than the Permitted Dividend or the Second Permitted Dividend, or in excess of the Permitted Dividend or the Second Permitted Dividend, as applicable), Bidco reserves the right to reduce the Increased Cash Consideration payable under the terms of the Revised Proposal by an amount equal to all or part of any such excess, in the case of a dividend or other distribution in excess of the Permitted Dividend or Second Permitted Dividend (as applicable), or otherwise by the amount of any such dividend or other distribution, in which case any reference in this announcement to the Increased Cash Consideration payable under the terms of the Revised Proposal will be deemed to be reduced by an amount equal to all or part of any such excess. In such circumstances, Devro Shareholders would be entitled to retain any such dividend or distribution or other return of value authorised, declared, made or paid.

· Dividend equivalents in respect of the Second Permitted Dividend shall be payable in accordance with the Devro Share Plan. For the avoidance of doubt, dividend equivalents in respect of the Second Permitted Dividend will not be payable in respect of Awards under the Devro Share Plan that are unvested at the Court Sanction Date and do not vest on the Court Sanction Date.

Devro recommendation

· The Devro Directors, who have been so advised by Lazard as to the financial terms of the Acquisition as amended by this announcement, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the Devro Directors, Lazard has taken into account the commercial assessments of the Devro Directors. Lazard is providing independent financial advice to the Devro Directors for the purposes of Rule 3 of the Takeover Code.

· The Devro Directors believe that the Acquisition as amended by this announcement is in the best interests of Devro Shareholders as a whole and continue to recommend unanimously that Devro Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and to vote or procure votes in favour of the Devro Resolutions to be proposed at the General Meeting as they have irrevocably undertaken to do (or procure to be done) in respect of their own beneficial holdings totalling 392,892 Devro Shares, in aggregate representing approximately 0.2 per cent. of Devro's ordinary share capital in issue as at 15 February 2023 (being the last Business Day prior to the publication of this announcement and in this announcement, the "Latest Practicable Date"). Further background regarding the reasons for the recommendation are set out below (see paragraph headed "General").

Consent for a switch to a Takeover Offer

· The board of Devro has today given its consent pursuant to the Co-operation Agreement to Bidco implementing, if it so decides, the Acquisition by way of a Takeover Offer (with the consent of the Panel) rather than by way of the Scheme.

· If Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, then such Takeover Offer would be conditional upon, among other things, valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. (London time) on the Unconditional Date (as defined in the offer document of such Takeover Offer) (or such other times and/or dates as Bidco may specify, subject to the rules of the Takeover Code and where applicable with the consent of the Panel) which together with any Devro Shares that may be acquired or agreed unconditionally to be acquired during the applicable Offer Period (as defined in the offer document of such Takeover Offer), will result in Bidco and/or another member of the Bidco Group holding in aggregate more than 50 per cent. of the Devro Shares to which the Takeover Offer relates (or such higher percentage as Bidco may decide after, to the extent necessary, consultation with the Panel, and in any case such higher percentage not exceeding 75 per cent. of the Devro Shares to which the Takeover Offer relates).

· A copy of the Side Letter (which contains Devro's consent to a switch to a Takeover Offer and the agreement of Devro and Bidco to modify the terms of the Acquisition as set out in this announcement) will, by no later than 12 noon (London time) on the Business Day following the date of this announcement, be published on Bidco's website at https://saria.com/announcement/ and Devro's website at www.Devro.com/investors/recommended-offer-for-Devro/ (as applicable) until the Effective Date.

Adjournment of the Court Meeting and the General Meeting

· In order to allow all Devro Shareholders sufficient time to properly consider the Revised Proposal, the board of Devro intends to adjourn the Court Meeting and the General Meeting scheduled to be held on 16 February 2023 to 3 March 2023.

· At the Court Meeting and the General Meeting on 16 February 2023 the only business to be dealt with at those meetings will be to adjourn the respective meetings to 3 March 2023 and, accordingly, there is no need for Devro Shareholders to attend the meetings on 16 February 2023. The adjourned Court Meeting will 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 Court Meeting shall have concluded or adjourned). The adjourned Court Meeting and adjourned General Meeting will each be held at The Westerwood Hotel, St Andrews Drive, Cumbernauld, G68 0EW. Devro Shareholders who have not yet returned their Forms of Proxy in respect of the Court Meeting and the General Meeting, or appointed a proxy electronically by one of the methods mentioned in the Scheme Document, should therefore now do so as soon as possible and in any event not later than the relevant time set out below.

· In respect of each adjourned meeting, the relevant Form of Proxy (or electronic proxy appointment) should be received as soon as possible and in any event no later than:

· If the BLUE Form of Proxy for use at the adjourned Court Meeting is not lodged by the time set out above, it may be handed to the Chair of the adjourned Court Meeting before the start of that meeting.

Action to be taken by Devro Shareholders

· As further detailed in the Scheme Document, to become Effective, the Scheme will require, among other things, the approval of Scheme Shareholders at the adjourned Court Meeting and the passing of the Devro Resolutions at the adjourned General Meeting. 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 the opinion of Scheme Shareholders.

· Devro Shareholders who have not yet done so are therefore requested to sign and return their Forms of Proxy, or appoint a proxy electronically using CREST (or any other procedure described in pages 9 to 11 of the Scheme Document), whether or not they intend to attend the adjourned Court Meeting and/or the adjourned General Meeting in person, as soon as possible and in any event by the revised deadlines set out above and in the revised indicative timetable set out below.

· Devro Shareholders are reminded that completion and return of a Form of Proxy, or the electronic appointment of a proxy or the submission of a proxy via CREST (or any other procedure described in pages 9 to 11 of the Scheme Document), will not prevent them from attending and voting in person at either the adjourned Court Meeting or the adjourned General Meeting, or any postponement or adjournment thereof, if they wish and are entitled to do so.

Devro Shareholders who do NOT wish to change their voting instructions

· Devro Shareholders who have already submitted Forms of Proxy, or who have appointed a proxy electronically or via CREST (or any other procedure described in pages 9 to 11 of the Scheme Document), for the Court Meeting and/or the General Meeting and do not wish to change their voting instructions, need take no further action as their Forms of Proxy (or proxy appointment by such other procedure described in pages 9 to 11 of the Scheme Document) will continue to be valid in respect of the adjourned Court Meeting and the adjourned General Meeting.

Devro Shareholders who DO wish to change their voting instructions

· Devro Shareholders who have already submitted Forms of Proxy for the Court Meeting and/or the General Meeting and who now wish to change their voting instructions, should contact Computershare by contacting the Devro Shareholder helpline between 8.30 a.m. and 5.30 p.m. Monday to Friday (except UK public holidays) on 0370 889 4050 from within the UK (or on +44 370 889 4050 if calling from outside the UK). Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that Computershare cannot provide advice on the merits of the Acquisition or give any financial, legal or tax advice.

· Devro Shareholders who have already appointed a proxy electronically or via CREST (or any other procedure described in pages 9 to 11 of the Scheme Document), for the Court Meeting and/or the General Meeting and who now wish to change their voting instructions are able to do so via CREST or using such other procedure as was used in respect of the original appointment.

· Devro Shareholders should note that Devro does not intend to publish a revised notice for the adjourned Court Meeting and/or the adjourned General Meeting. No business may be transacted at the adjourned Court Meeting or the adjourned General Meeting other than the business which might properly have been transacted at the Court Meeting and General Meeting had such adjournments not taken place.

Letters of Intent

· NN Investment Partners has given a non-binding confirmation in writing to vote in favour of the resolutions at the Court Meeting and General Meeting in respect of 29.02 million Devro Shares (together with any Devro Shares which they become the registered holder and/or beneficial owner (or in relation to which they become able to control the exercise of all rights attaching to, including voting rights) after the date of the written confirmation).

· M&G Investment Management Limited has given a non-binding letter of intent to support the resolutions at the Court Meeting and General Meeting in relation to the Scheme in respect of 7.46 million Devro Shares.

· Blackmoor Investment Partners Limited has given a non-binding letter of intent to vote in favour of the resolutions at the Court Meeting and General Meeting (or, in the event the Acquisition is revised to be implemented by way of a Takeover Offer, to accept or procure the acceptance of such Takeover Offer) in respect of 4.12 million Devro Shares (together with any Devro Shares which they become the registered holder and/or beneficial owner (or in relation to which they become able to control the exercise of all rights attaching to, including voting rights) after the date of the letter of intent).

· Devro and Bidco have therefore received written confirmation and letters of intent (together, the "Letters of Intent") in respect of a total of 40.59 million Devro Shares representing, in aggregate, approximately 24.25 per cent. of the existing issued share capital of Devro on the Latest Practicable Date.

· All of the irrevocable undertakings described in the Original Announcement and the Scheme Document continue to remain valid in relation to the Revised Proposal.

Revised Indicative Timetable

An updated indicative timetable for the Acquisition reflecting the dates of the adjourned Court Meeting and the adjourned General Meeting is set out below. All times shown are London times. All dates and times are based on Devro's and Bidco's current expectations and are subject to change. If any of the dates and/or times in this expected 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/.

Anti-trust and regulatory clearances

Devro and Bidco are pleased to announce that:

· on 12 January 2023, the CMA indicated in a response to a briefing paper that it had no further questions at that stage in relation to the Acquisition; and

· on 23 January 2023, the Austrian Competent Authorities confirmed that they have cleared the Acquisition.

Current trading

· On 20 January 2023, Devro released a trading update for the period from 1 January 2022 to 31 December 2022. The group has continued to trade in line with statements made by Devro in the trading update.

Conditions

· The Conditions to the Acquisition are set out in full in Part 3 (Conditions to and Further Terms of The Acquisition) of the Scheme Document. As noted above, Condition 3(b) to the Acquisition has now been satisfied. 

· The Scheme will be modified to reflect the terms of the Revised Proposal. Save as disclosed in this announcement, the Revised Proposal is subject to the same terms and conditions set out in the Scheme Document.

· Subject to the satisfaction or, where applicable, the waiver of the remaining Conditions to the Scheme (including (i) approval of the Scheme at the Court Meeting and Scheme Resolution at the General Meeting (ii) sanction of the Scheme by the Court and (iii) the delivery of the Court Order with the Registrar of Companies) the Scheme is expected to become effective by the end of Q2 2023.

General

· The strategic rationale for the Acquisition remains unchanged and is set out in paragraph 3 of Part 1 of the Scheme Document. In particular, in considering the recommendation of the Acquisition as amended by this announcement to Devro Shareholders, the board of Devro:

- has given due consideration to financial terms of the Acquisition as amended by this announcement, the current trading performance of Devro and Bidco's plans for the business;

- has been open to competing offers and confirms that it is not currently in receipt of any approaches or offers from other bidders; and

- in the event the Acquisition as amended by this announcement is not implemented, notes that there is likely to be an overhang on the Company's share price given that a material proportion of Devro's share register has moved from the long term shareholders to hedge funds since the original offer was announced.

· The Revised Proposal does not change Bidco's intentions in relation to the management, employees, pensions, research and development and locations of Devro, as set out in paragraph 6 of Part 1 of the Scheme Document. There are no disclosures required to be made under Rule 27.2(a), 27.2(b) or 27.2(c) of the Takeover Code by Bidco, or by Devro, respectively.

· Each of J.P. Morgan Cazenove, PwC, Lazard and Numis, has given and not withdrawn its written consent to the inclusion in this announcement of the references to its name in the form and context in which they appear.

· The sources of information and bases of calculation of certain information contained in this announcement are set out in the Appendix to this announcement.

· A copy of each of the following documents will be published on Bidco's website at https://saria.com/announcement/ and Devro's website at www.Devro.com/investors/recommended-offer-for-Devro/ by no later than 12.00 p.m. (London Time) on the Business Day following the publication of this announcement (as applicable) until the Effective Date:

- this announcement;

- the Side Letter;

- the Letters of Intent; and

- the consent letters from each of J.P. Morgan Cazenove, PwC, Lazard and Numis referred to above.

Enquiries:

Travers Smith LLP is acting as legal adviser to Bidco. 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.

Important notices about financial advisers

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 PRA and regulated in the United Kingdom by the PRA and the Financial Conduct Authority ("FCA"). J.P. Morgan Cazenove is acting as financial adviser exclusively to Bidco and no one else in connection with the matters set out in this announcement 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.

Lazard & Co., Limited ("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 possible offer 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 possible offer or any other matter referred to herein. 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.

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer to sell or an invitation to purchase any securities or a solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale, issuance or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation, sale issuance or exchange is unlawful. The Acquisition will be made solely by means of the Scheme Document (or any other document by which the Acquisition is made) which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or any other document by which the Acquisition is made).

This announcement has been prepared in connection with proposals in relation to a scheme of arrangement pursuant to and for the purpose of complying with English law, Scots law and the Takeover Code and 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 the United Kingdom. Nothing in this announcement should be relied on for any other purpose.

Overseas jurisdictions

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. Further details in relation to the Overseas Shareholders are contained in the Scheme Document. 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 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 and no person may vote in favour of the Scheme by any such use, means, instrumentality or form from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of 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 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, the Scheme Document 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 that is included in this announcement or that may be included in the Scheme Document, 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 his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him 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 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 has approved or disapproved the Acquisition, passed 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 the Scheme Document). 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, Bidco Parent 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, Bidco Parent 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, Bidco Parent and Devro disclaim any obligation to update any forward-looking or other statements contained in this announcement, except as required by applicable law.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Devro for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Devro.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 Takeover Code, any person who is, or becomes, interested in 1% 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 pm (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 Takeover 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.

Right to switch to a Takeover Offer

Bidco reserves the right to elect, with the consent of the Panel, and subject to the terms of Co-operation Agreement and the Side Letter, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of Devro as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if Bidco so decides subject to the terms of the Co-operation Agreement and the Side Letter, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in this announcement.

Publication of this announcement on website

A copy of this announcement and the documents required to be published pursuant to Rule 26.1 of the Takeover Code will be available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Bidco's website at https://saria.com/announcement/ and Devro's website at www.Devro.com/investors/recommended-offer-for-Devro/ by no later than 12.00 pm (London Time) on the Business Day following the publication of this announcement.

For the avoidance of doubt, the contents of these websites and any websites accessible from hyperlinks on these websites are not incorporated into and do not form part of this announcement.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

General

Investors should be aware that Bidco may purchase Devro Shares otherwise than under any Takeover Offer or the Scheme, including pursuant to privately negotiated purchases.

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 or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

APPENDIXSOURCES OF INFORMATION AND BASES OF CALCULATION

1. Any references to the issued and to be issued ordinary share capital of Devro is based on:

(a) 167,449,022 Devro Shares in issue as at the Latest Practicable Date; and

(b) 3,644,555 Devro Shares to be issued on or after the date of this announcement on the exercise of options or vesting of awards granted or agreed to be granted under the Devro Share Plan, amounting in aggregate to 171,093,577 Devro Shares as the Latest Practicable Date; less

(c) 68,668 Devro Shares as the Latest Practicable Date held by the Devro employee share ownership plan which can be used to satisfy the exercise of options and vesting of awards under the Devro Share Plan.

2. The enterprise value of Devro implied by the Revised Proposal is calculated on the basis of:

(a) the issued and to be issued share capital of Devro as set out in paragraph 1 above, multiplied by the Revised Proposal price of 330 pence per share (being the Initial Cash Consideration and the Second Permitted Dividend); plus

(b) a total enterprise value-to-equity bridge of £127 million, comprising of net financial debt of £96 million as at 30 June 2022, plus pension deficit of £33 million as at 30 June 2022 less pension-related deferred tax asset of £8 million as at 31 December 2021 plus £5 million in relation to the interim dividend payment paid on 13 January 2023, plus £2 million in relation to outstanding Devro share awards to be settled in cash.

3. The Closing Price is taken from the Daily Official List.

4. Volume-weighted average prices have been derived from Bloomberg and have been rounded to the nearest single decimal place.

5. Unless otherwise stated, the financial information relating to Devro is extracted from the audited consolidated financial statements of Devro for the financial year to 31 December 2021, prepared in accordance with FRS 101.

6. Certain figures included in this announcement have been subject to rounding adjustments.