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

3 March 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

Results of Court Meeting and General Meeting and Satisfaction of certain Conditions

On 25 November 2022, the boards of Devro and Bidco announced that they had agreed the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Devro (the "Acquisition").

On 16 February 2023, the boards of Devro and Bidco announced (the "Increased Offer Announcement") that they had agreed the terms of an increased and final[1] 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.

The Acquisition is being implemented by way of a scheme of arrangement under Part 26 of the Companies Act (the "Scheme") and is subject to the terms and Conditions set out in the scheme document published on 13 January 2023 (the "Scheme Document"), as modified by the Increased Offer Announcement.

Devro is pleased to announce that at the adjourned Court Meeting to consider the Scheme and the adjourned General Meeting, each held earlier today in connection with the Acquisition:

· the requisite majority in number of the Scheme Shareholders who voted and were entitled to vote (either in person or by proxy), representing not less than 75 per cent. in value of the Scheme Shares held by the Scheme Shareholders who voted, voted in favour of the Scheme; and

· the requisite majority of Devro Shareholders who voted and were entitled to vote (either in person or by proxy) voted to pass each of the Scheme Resolution and the Re-Registration Resolution,

thereby satisfying the relevant Conditions, as set out in further detail below.

Details of the resolutions passed are set out in the notices of the Court Meeting and General Meeting contained in Parts 9 and 10 (respectively) of the Scheme Document.

The total number of Devro Shares in issue as at the Voting Record Time was 167,449,022 carrying one vote each. Therefore, the total voting rights in Devro as at the Voting Record Time were 167,449,022 Devro Shares. The detailed voting results in relation to the adjourned Court Meeting and the adjourned General Meeting are summarised below.

Number of Scheme Shareholders voting and votes cast at the adjourned Court Meeting

The results of the poll at the adjourned Court Meeting held on 3 March 2023 were as follows:

Number of Devro Shareholders voting and votes cast at the adjourned General Meeting

The results of the poll at the adjourned General Meeting held on 3 March 2023 were as follows:

* Includes discretionary votes.

** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'For' and 'Against' the Scheme Resolution or the Re-Registration Resolution.

Please note that certain of the percentages set out in the tables above have been rounded. As a result of such rounding, the totals of percentages presented in these totals may vary slightly from the actual arithmetical totals of such percentages.

A copy of the Scheme Resolution and the Re-Registration Resolution passed at the General Meeting will be submitted to the National Storage Mechanism and will be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Next steps and timetable

The outcome of today's meetings and the confirmation received from the Austrian Competent Authorities, as announced in the Increased Offer Announcement, means that Conditions 2(a), 2(b) and 3(b) (as set out in Part A of Part 3 of the Scheme Document) have been satisfied. In anticipation of the satisfaction, or, where applicable, the waiver of the remaining Conditions to the Scheme (other than the Condition relating to the sanction of the Scheme by the Court and the delivery of the Court Order to the Registrar of Companies), the Court Hearing, at which the Court will be asked to sanction the Scheme, has been scheduled for 13 April 2023.

Subject to the satisfaction or, where applicable, the waiver of the remaining Conditions to the Scheme, including the sanction of the Scheme by the Court and the delivery of the Court Order with the Registrar of Companies, the Scheme is expected to become effective on 14 April 2023, or shortly thereafter.

In anticipation of the Scheme becoming effective on 14 April 2023, or shortly thereafter, Devro announces that it is deferring the publication of its full year results for the year ended 31 December 2022, which were originally intended to be released on 8 March 2023.

An updated expected timetable of principal events in relation to the implementation of the Scheme is set out in the Appendix to this announcement.

Capitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Document. If there are any changes to the expected timing of the events set out above, 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.

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.

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.

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.