Elementis Regulatory News (ELM)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, 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 IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE").

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE.

20 April 2021

Press Speculation Regarding Possible Offer for Elementis plc ("Elementis")

Innospec Inc. ("Innospec"), a global speciality chemicals company, notes the recent speculation with regard to a potential offer for Elementis plc.

On 31 March 2021, an approach was made by Innospec to the Board of Elementis. This approach was rejected by the Board of Elementis on 9th April 2021 and Innospec subsequently ceased active consideration on 15th April 2021.

The approach sought the support of Elementis's Board for a possible all share offer with a 50% cash alternative with a mix and match facility at a price of 160 pence per Elementis share.

Innospec believes the combination of the companies would have created benefits for both sets of shareholders given the compelling strategic fit.

The Proposal would have enabled Elementis' shareholders to share in future value creation substantially beyond the headline offer price through significant anticipated synergies and an expected re-rating of Elementis' business to Innospec's materially higher valuation multiple.

Innospec remains highly focused on delivering value for its own shareholders. Innospec will only pursue transactions which meet its investment criteria and where it is appropriate to do so, taking into account the importance of maintaining a prudent capital structure under current economic conditions.

This is a statement to which Rule 2.8 of the Code applies.

For the purposes of Rule 2.8 of the Code, Innospec reserves the right to set aside the restrictions in Rule 2.8 in the following circumstances:

i. with the agreement of the Elementis's Board;

ii. if a third party announces a firm intention to make an offer for Elementis;

iii. if Elementis announces a "whitewash" proposal (as referred to in Note 1 of the Notes on Dispensations from Rule 9) or a reverse takeover (as defined in the Code); and

iv. if there has been a material change of circumstances (as determined by the Panel on Takeovers and Mergers).

Enquiries

Innospec

Brian Watt

Senior Vice President +44 (0)151 356 6241

Nomura International Plc

(Financial Adviser to Innospec)

Niul Wood

Adrian Fisk

Nicholas Marren +44 (0)20 7102 1000

Brunswick

(Public Relations Adviser to Innospec)

Patrick Handley +44 (0)7974 982395

David Litterick +44 (0)7974 982455

IMPORTANT NOTICES

This announcement is not intended to, and does not, constitute, represent or form part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law or regulation and therefore any person who comes into possession of this announcement should inform themselves about, and comply with, such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws or regulations of any such relevant jurisdiction.

Nomura International plc, which is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority in the United Kingdom, is acting exclusively for Innospec and no one else in connection with the matters or arrangements described in this announcement and Nomura, its affiliates and its respective officers, employees, agents, representatives and/or associates will not regard any other person as their client, nor will they be responsible to anyone other than Innospec for providing the protections afforded to clients of Nomura nor for giving advice in relation to the matters or arrangements referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Nomura by the Financial and Services Markets Act 2000, the Financial Services Act 2012 or the regulatory regimes established thereunder, Nomura accepts no responsibility or liability whatsoever or makes any representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the matters or arrangements referred to in this announcement. Nomura, its affiliates and its respective officers, employees, agents, representatives and/or associates accordingly disclaim all and any responsibility, or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any such statement.