17 Mar 2021 16:21
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
17 March 2021
RECOMMENDED CASH OFFER
For
SCAPA GROUP PLC
By
AMS HOLDCO 2 LIMITED
an indirectly wholly-owned subsidiary of Schweitzer-Mauduit International, Inc. to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006
Results of Court Meeting & General Meeting
and Update on Competition Law Approvals
On 27 January 2021, the boards of Scapa Group PLC ("Scapa") and AMS Holdco 2 Limited ("SWM Bidco"), an indirectly wholly-owned subsidiary of Schweitzer-Mauduit International, Inc ("SWM") jointly announced that they had reached agreement on the terms of a recommended cash offer pursuant to which SWM Bidco would acquire the entire issued and to be issued share capital of Scapa (the "Offer"). On 8 March 2021 the boards of Scapa and SWM Bidco announced the agreement on the terms of a revised recommended cash offer increasing the offer price from 210 to 215 pence per Scapa Share (the "Revised Offer"). The Revised Offer is to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") (or, if SWM Bidco elects, with the consent of the Panel, a takeover offer under Part 28 of the Companies Act 2006).
The scheme document in relation to the Scheme and the Offer (the "Scheme Document") was published by Scapa on 22 February 2021. Following the announcement of the Revised Offer, the boards of Scapa and SWM Bidco confirmed that the expected timetable of principal events for the implementation of the Scheme remained as set out in the Scheme Document. The Revised Offer is also subject to the Conditions set out in part 3 of the Scheme Document.
Unless otherwise defined, all capitalised terms in this announcement shall have the same meanings as given to them in the Scheme Document.
Scapa is pleased to announce that at the Court Meeting and General Meeting held earlier today in connection with the Revised Offer:-
(i) the requisite majority of Scheme Shareholders voted to approve the Scheme at the Court Meeting; and
(ii) the requisite majority of Scapa Shareholders voted to pass the special resolutions to implement the Scheme, including the amendment of Scapa's articles of association, at the General Meeting.
Details of the resolutions passed are set out in the notices of the Court Meeting and the General Meeting contained in Parts 9 and 10 of the Scheme Document.
Voting results of the Court Meeting
The table below sets out the results of the poll at the Court Meeting. Each Scheme Shareholder, present remotely (via the Virtual Meeting Platform) or by proxy, was entitled to one vote per Scheme Share held at the Voting Record Time.
Results of Court Meeting | Scheme Shares voted | Scheme Shareholders who voted | No. of Scheme Shares voted as a % of the Scheme Shares eligible to be voted at the Court Meeting* | ||
Number | % | Number | % | ||
FOR | 101,659,837 | 87.11 | 209 | 71.33 | 54.11 |
AGAINST | 15,046,052 | 12.89 | 84 | 28.67 | 8.01 |
TOTAL | 116,705,889 | 100 | 293 | 100 | 62.12 |
*rounded to two decimal places
Voting results of the General Meeting
The table below sets out the results of the poll at the General Meeting. Each Scapa Shareholder, present remotely (via the Virtual Meeting Platform) or by proxy, was entitled to one vote per Scapa Share held at the Voting Record Time.
Special Resolution | Votes For** | Votes Against | Total Votes | Withheld Votes*** | ||
Number | %* | Number | %* | Number | Number | |
Authorising the directors to take action to implement the Scheme | 101,555,184 | 87.10 | 15,040,398 | 12.90 | 116,595,582 | 89,862 |
Approval of the amendment to Scapa's articles of association | 100,862,497 | 86.51 | 15,731,490 | 13.49 | 116,593,987 | 91,457 |
Cancellation of admission, re-registration as a limited company and further amendments to the articles | 100,870,517 | 86.51 | 15,723,970 | 13.49 | 116,594,487 | 90,957 |
*rounded to two decimal places
**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' or 'Against' the relevant special resolutions.
The total number of Scapa Shares in issue at the Voting Record Time was 187,870,013. Consequently, the total number of voting rights in Scapa at the Voting Record Time were 187,870,013.
Amended Articles of Association of Scapa
A copy of the amended articles of association of Scapa (as amended pursuant to the Special Resolution passed at today's General Meeting and with effect from its passing) is available on Scapa's website at https://www.scapa.com/Investor/InvestorInformation
Update on Remaining Conditions
The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), applicable to the Acquisition expired on 12 March 2021.
As a result of the expiration of the waiting period under the HSR Act, the condition to the Acquisition relating to the expiration or termination of the waiting period under the HSR Act has been satisfied but the Scheme remains subject to the satisfaction or (where applicable) waiver of the remaining Conditions as set out below.
Effective Date and Timetable
The outcome of today's Court Meeting and General Meeting means that Conditions 2(a) and 2(b) (as set out in Part A of Part 3 of the Scheme Document) have now been satisfied. The Scheme remains subject to the satisfaction or (where applicable) waiver of the remaining Conditions and further terms set out in the Parts A and B of Part 3 of the Scheme Document, including the Court sanctioning the Scheme at the Court Hearing, which is expected to take place at 10.30 am on 13 April 2021.
The expected timetable of principal events for the implementation of the Scheme remains as set out on page 15 of the Scheme Document and is also set out below. The dates are indicative only and are subject to change. The dates will depend, among other things, on the date upon which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar of Companies. If any of the dates and/or times in the expected timetable change, the revised dates and/or times will be notified by Scapa releasing an announcement through a Regulatory Information Service and publishing such change(s) on Scapa's website at https://www.scapa.com/Investor/InvestorInformation and, if required by the Panel, by posting notice of the change(s) to Scapa shareholders.
Event | Time/date |
Court Hearing (to sanction the Scheme) | 13 April 2021 (the Court Sanction Date) |
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Scapa Shares | 14 April 2021 |
Scheme Record Time | 6:00 p.m. on 14 April 2021 |
Suspension of dealings in Scapa Shares | 7:30 a.m. on 15 April 2021 |
Effective Date | 15 April 2021 |
Cancellation of admission to trading of Scapa Shares | 7:00 a.m. on 16 April 2021 |
Settlement of the consideration payable under the Revised Offer | Within 14 days after the Effective Date |
Long Stop Date | 27 July 2021 |
All references to times in this announcement are to London time (unless otherwise stated).
Enquiries:
Scapa Group plc Heejae Chae - Group Chief Executive Oskar Zahn - Chief Financial Officer Brett Pollard - MD of Corporate Development
| Tel: +44 161 301 7400 |
Jefferies International Limited (Sole Financial Adviser) Philip Noblet James Thomlinson Harry Le May
| +44 (0) 20 7029 8000 |
Numis Securities Limited (Nominated Adviser and Joint Broker) Mark Lander Freddie Barnfield Duncan Monteith
| Tel: +44 20 7260 1000 |
Berenberg (Joint Broker) Chris Bowman Toby Flaux
| Tel: +44 20 3207 7800 |
FTI Consulting (Media Relations) Simon Conway Victoria Foster Mitchell | Tel: +44 20 3727 1000 |
Important notices relating to financial advisers
Jefferies International Limited ("Jefferies"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Scapa and no one else in connection with the Revised Offer and will not be responsible to anyone other than Scapa for providing the protections afforded to clients of Jefferies nor for providing advice in relation to the Revised Offer or any other matters referred to in this announcement. Neither Jefferies 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 Jefferies in connection with this announcement, any statement contained herein or otherwise.
In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the U.S. Exchange Act, Jefferies and its affiliates will continue to act as exempt principal trader in Scapa securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.
Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Scapa and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters in this Announcement and will not be responsible to anyone other than Scapa for providing the protections afforded to clients of Numis, nor for providing advice in relation to any matter referred to herein.
Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg"), which is authorised by the German Federal Financial Supervisory Authority ("BaFin") and subject to limited regulation by the FCA in the United Kingdom, is acting exclusively for Scapa and no one else in connection with the Revised Offer and will not be responsible to anyone other than Scapa for providing the protections afforded to clients of Berenberg nor for providing advice in relation to the Revised Offer or any other matters referred to in this announcement. Neither Berenberg nor any of its affiliates owes or accepts any duty, liability or responsibility to any person who is not a client of Berenberg in connection with this announcement, any statement contained herein or otherwise.
Further information
This announcement is for information purposes only and does not constitute or form part of an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) at https://www.scapa.com/Investor/InvestorInformation by no later than 12.00 noon (London time) on the Business Day following this announcement.
Neither the content of the website nor the content of any other website accessible from hyperlinks on such website is incorporated into, or forms part of, this announcement.