Essentra Regulatory News (ESNT)

ESSENTRA PLC

LAUNCH OF SHARE BUYBACK PROGRAMME

On 2 February 2023, Essentra plc ("Essentra", or the "Company") announced its intention to return £150m of capital to shareholders through a combination of a special dividend of £90 million and a share buyback programme of approximately £60 million using the proceeds from the disposal of its Packaging and Filters businesses.

Today, Essentra announces that it intends to commence a share buyback programme, subject to market conditions, to purchase ordinary shares of 25 pence each in the Company ("Ordinary Shares") for up to a maximum aggregate consideration of £60 million from the date of this announcement (the "Buyback Programme"). The Buyback Programme is expected to complete by no later than 31 December 2023.

The Company has entered into an agreement with Peel Hunt LLP ("Peel Hunt") to conduct the Buyback Programme, acting as "riskless" or "matched" principal in accordance with certain contractually agreed parameters. Under this agreement, the Company has instructed Peel Hunt to purchase Ordinary Shares up to a maximum aggregate consideration of £60 million pursuant to the Buyback Programme. The agreement provides Peel Hunt with authority to carry out market purchases under the Buyback Programme with discretion and independently of the Company within the agreed parameters, in order that purchases can continue during closed periods and/or if and when the Company comes into possession of inside information.

The purpose of the Buyback Programme is to reduce the share capital of the Company and return capital to shareholders. The Company intends to cancel the majority of the Ordinary Shares purchased under the Buyback Programme and retain a portion which will be issued from time to time pursuant to the Company's share option schemes.

The directors of the Company consider the Buyback Programme to be in the best interests of the Company and its shareholders, and is expected to enhance earnings per share. Following completion of the Buyback Programme, the Board expects the Group's net financial leverage to remain less than 1.5x, in line with previous guidance.

Any purchase of Ordinary Shares under the Buyback Programme will be carried out on the London Stock Exchange and/or other trading venues.

The Buyback Programme will be conducted in accordance with the general authority to repurchase Ordinary Shares, previously granted by the Company's shareholders at the 2022 Annual General Meeting (the "2022 Authority") and to be sought at the 2023 Annual General Meeting (the "2023 Authority"). The details of the 2022 Authority can be found on the Company's website at https://www.essentraplc.com/en/investors/shareholder-services/agm. The maximum number of Ordinary Shares that the Company is authorised to purchase under the 2022 Authority is 15,084,313. Upon expiry of the 2022 Authority, the maximum number of shares that the Company shall be authorised to purchase will be such number of Ordinary Shares as stated in the 2023 Authority.

The Buyback Programme will be conducted in accordance with Chapter 12 of the Financial Conduct Authority's Listing Rules and the Market Abuse Regulation (EU) No 596/2014 (as in force in the UK and as amended by the Market Abuse (Amendment) (EU Exit) Regulations 2019).

The Company will make further regulatory announcements to shareholders in respect of purchases of Ordinary Shares under the Buyback Programme by no later than 7.30 a.m. on the business day following the calendar day on which the purchase occurred.

The person responsible for making this announcement on behalf of the Company is Emma Reid, Company Secretary.

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About Essentra plc

Essentra plc is a FTSE 250 company and a leading global provider of essential components and solutions, focusing on the manufacture and distribution of plastic injection moulded, vinyl dip moulded and metal items.

Headquartered in the United Kingdom, Essentra's global network extends to 28 countries worldwide and includes over 3,000 employees, 13 manufacturing facilities, 24 distribution centres and 33 sales & service centres serving c.74,000 customers with a rapid supply of low cost but essential products for a variety of applications in industries such as equipment manufacturing, automotive, fabrication, electronics, medical and renewable energy.

For further information, please visit www.essentraplc.com