SCPA.L Regulatory News (SCPA)

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

15 April 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

SCAPA GROUP PLC SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

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") to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

The scheme document in relation to the Scheme and the Offer (the "Scheme Document") was published by Scapa on 22 February 2021.

On 13 April 2021, Scapa announced that the High Court of Justice in England and Wales had sanctioned the Scheme at the Scheme Court Hearing held earlier on the same date.

Scapa and SWM Bidco are pleased to announce that, following the delivery of the Court Order to the Registrar of Companies today, the Scheme has now become Effective in accordance with its terms and, pursuant to the terms of the Scheme, the entire issued and to be issued share capital of Scapa is now owned by SWM Bidco.

A Scheme Shareholder on the register of members of Scapa at the Scheme Record Time, being 6:00 p.m. (London time) on 14 April 2021, will be entitled to receive 215 pence in cash for each Scheme Share held. Settlement of the consideration to which any Scheme Shareholder is entitled will be effected by way of the despatch of cheques or the crediting of CREST accounts (for Scheme Shareholders holding Scheme Shares in certificated form and in uncertificated form respectively) as soon as practicable and in any event not later than 29 April 2021.

Dealings in Scapa Shares have been suspended from trading on AIM and applications have been made to the London Stock Exchange in relation to the de-listing of Scapa Shares from AIM which is expected to take place at 7:30 a.m. (London time) on 16 April 2021.

Full details of the Acquisition are set out in 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.

Enquiries:

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.