SCS.L Regulatory News (SCS)

Not for release, publication or distribution (in whole or in part, directly or indirectly) in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

FOR IMMEDIATE RELEASE

29 November 2023

Recommended Cash OFFER FOR

SCS GROUP PLC

BY

CEREZZOLA LIMITED

(a wholly-owned subsidiary of Poltronesofà S.p.A)

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

On 24 October 2023, the boards of Cerezzola Limited ("BidCo"), a newly incorporated wholly-owned subsidiary of Poltronesofà S.p.A ("Poltronesofà"), and ScS Group Plc ("ScS") announced that they had reached agreement on the terms of a recommended cash offer by BidCo to acquire the entire issued and to be issued ordinary share capital of ScS (the "Acquisition"). The Acquisition is being implemented by means of a court sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

Publication of the Scheme Document

The board of ScS is pleased to announce that a circular in relation to the Scheme (the "Scheme Document"), containing, among other things, a letter from the Chairman of ScS, an explanatory statement pursuant to section 897 of the Companies Act 2006, the full terms and conditions of the Scheme, an expected timetable of principal events, notices of the Court Meeting and General Meeting (together, the "Meetings") and details of the action to be taken by ScS Shareholders, is being published today on ScS's website at www.scsplc.co.uk/investors/offer-for-scs-group-plc/ and on Poltronesofà's website at www.poltronesofa-offer.com.

Hard copies of the Scheme Document and/or a website notification of availability are being sent to ScS Shareholders. Hard copies of Forms of Proxy for the Meetings are also being posted to ScS Shareholders.

Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document.

The contents of ScS's and Bidco's website are not incorporated into, and do not form part of, this announcement.

Notices of the Court Meeting and the General Meeting and actions required

As detailed further in the Scheme Document, in order to become Effective, the Scheme requires, among other things, the approval of a majority in number of the Scheme Shareholders present and voting (and entitled to vote), whether in person or by proxy, at the Court Meeting, representing not less than 75 per cent. in value of the Scheme Shares held by those Scheme Shareholders who have voted at the Court Meeting. In addition, the Resolution must be passed at the General Meeting by ScS Shareholders representing not less than 75 per cent. of the votes validly cast on such Resolution, whether in person or by proxy, at the General Meeting. Following the Court Meeting and the General Meeting and the satisfaction (or, where applicable, waiver) of the other Conditions (which includes the Regulatory Conditions), the Scheme must also be sanctioned by the Court.

Notices of the Court Meeting and the General Meeting each of which will be held at the offices of Ward Hadaway LLP, on 21 December 2023 (unless postponed or adjourned) at 10.30 a.m. and 10.45 a.m., respectively (or, in the case of the General Meeting, as soon thereafter as the Court Meeting has been concluded or adjourned) are set out in the Scheme Document.

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of the opinion of Scheme Shareholders. Whether or not Scheme Shareholders intend to attend and/or vote at the Court Meeting and the General Meeting, they are strongly advised to sign and return their Forms of Proxy as soon as possible. Scheme Shareholders are also strongly encouraged, in respect of the Court Meeting and the General Meeting, to appoint "the Chair of the meeting" as their proxy.

Recommendation

The ScS Directors, who have been so advised by Shore Capital as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the ScS Directors, Shore Capital has taken into account the commercial assessments of the ScS Directors. Shore Capital is providing independent financial advice to the ScS Directors for the purposes of Rule 3 of the Code.

Accordingly, the ScS Directors recommend unanimously that Scheme Shareholders vote in favour (or procure votes in favour) of the Scheme at the Court Meeting and the ScS Shareholders vote in favour (or procure votes in favour) of the Resolution at the General Meeting as the ScS Directors who hold ScS Shares as at the date of the Scheme Document have irrevocably undertaken to do (or procure to be done) in respect of their own beneficial holdings, amounting to 308,939 ScS Shares in aggregate, representing approximately 0.9 per cent. of ScS Shares entitled to vote at the Court Meeting and 0.9 per cent. of the ordinary share capital of ScS as at the Latest Practicable Date.

Timetable

The Scheme Document contains an expected timetable of principal events in relation to the Scheme, which is also set out in the Appendix to this announcement. Subject to obtaining the approval of the requisite majority of Scheme Shareholders at the Court Meeting, the requisite majority of ScS Shareholders at the General Meeting, the sanction of the Court and the satisfaction or, where applicable, waiver of the Conditions (as set out in the Scheme Document), the Scheme is expected to become Effective during Q1 2024. If any of the key dates set out in the timetable change, notice of this change will be made by the issuance of an announcement through a Regulatory Information Service.

Additional information

If you have not received all the relevant documents or have any questions relating to this announcement, the Scheme Document, the Court Meeting and/or the General Meeting, the completion and return of the Forms of Proxy, or the other forms accompanying the Scheme Document, please contact the Shareholder Helpline, on +44 (0)371 384 2050. The helpline is open between 8.30 a.m. and 5.30 p.m. Monday to Friday (except English and Welsh public holidays). Calls are charged at the standard geographical rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Please ensure the country code is used if calling from outside the United Kingdom. Please note that calls are recorded for security and training purposes and the Shareholder Helpline operators cannot provide advice on the merits of the Scheme or the Acquisition, nor give financial, tax, investment or legal advice.

Enquiries

Skadden, Arps, Slate, Meagher & Flom (UK) LLP is acting as legal adviser to Poltronesofà in connection with the Acquisition. Ward Hadaway LLP is acting as legal adviser to ScS in connection with the Acquisition.

Disclaimers

Goldman Sachs, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority is acting as financial adviser to Poltronesofà and BidCo and no one else in connection with the Acquisition referred to in this announcement and will not be responsible to anyone other than Poltronesofà and BidCo for providing the protections afforded to clients of Goldman Sachs or for providing advice in relation to this approach, the contents of this announcement or any other matter referred to herein.

Shore Capital, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority is acting as financial adviser and broker to ScS and no one else in connection with the Acquisition referred to in this announcement and will not be responsible to anyone other than ScS for providing the protections afforded to clients of Shore Capital or for providing advice in relation to this approach, the contents of this announcement or any other matter referred to herein.

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer, invitation or the solicitation of an offer to purchase or subscribe, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise.

The Acquisition is subject to English law and to the applicable requirements of the Code, the Panel, the Listing Rules, the London Stock Exchange and the FCA.

The Acquisition will be made solely by way of the Scheme Document, which contains the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme. Any voting decision or response in relation to the Acquisition should be made solely on the basis of the Scheme Document. ScS Shareholders are advised to read the formal documentation in relation to the Acquisition carefully once. Each ScS Shareholder is urged to consult his or her independent professional adviser regarding the tax consequences of the Acquisition.

This announcement does not constitute a prospectus or a prospectus equivalent document.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or from an independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended).

This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England.

Overseas shareholders

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom (including Restricted Jurisdictions) should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom or who are subject to the laws of another jurisdiction to vote their ScS Shares in respect of the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with applicable legal or regulatory requirements of any jurisdiction may constitute a violation of securities laws in that jurisdiction. To the fullest extent permitted by law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England.

The Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of acceptance of the Acquisition.

If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.

Further details in relation to ScS Shareholders in overseas jurisdictions are contained in the Scheme Document.

Additional information for US investors in ScS

The Acquisition relates to the shares of an English company and is being made by way of a scheme of arrangement provided for under Part 26 of the Companies Act. The Acquisition, where implemented by way 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 and the Scheme will be subject to the disclosure requirements and practices applicable to a scheme of arrangement involving a target company incorporated in the UK and listed on the London Stock Exchange, which differ from the disclosure requirements of US tender offer and proxy solicitation rules. If, in the future, Poltronesofà exercises its right to implement the Acquisition by way of a Takeover Offer and determines to extend the Takeover Offer into the United States, the Acquisition will be made in compliance with applicable US laws and regulations.

Forward-looking statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of ScS and certain plans and objectives of ScS, BidCo and Poltronesofà.

These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. These statements are based on assumptions and assessments made by ScS, BidCo and Poltronesofà in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate, and therefore are subject to risks and uncertainties which could cause actual results to differ materially from those expressed or implied by those forward-looking statements.

Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aim", "will", "continue", "may", "would", "could", "should" or other words of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, economic performance, synergies, financial conditions, market growth, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the operations of the Wider Poltronesofà Group or the Wider ScS Group; and (iii) the effects of government regulation on the business of the Wider Poltronesofà Group or the Wider ScS Group. There are many factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among such factors are changes in the global, political, economic, business, competitive or market landscape and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals.

These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. By their nature, these forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this announcement may cause the actual results, performance or achievements of any such person, or industry results and developments, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. No assurance can be given that such expectations will prove to have been correct and persons reading this announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. All subsequent oral or written forward-looking statements attributable to Poltronesofà, BidCo or ScS or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Neither Poltronesofà, BidCo nor ScS undertakes any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.

No profit forecasts, estimates or quantified financial benefits statements

No statement in this announcement is intended as a profit forecast or estimate for any period or a quantified financial benefits statement and no statement in this announcement should be interpreted to mean that earnings or earnings per ordinary share, for Poltronesofà, BidCo or ScS for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for Poltronesofà, BidCo or ScS, respectively.

Right to switch to a Takeover Offer

Poltronesofà reserves the right to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Part C of Appendix I to the announcement dated 24 October 2023.

Publication on website

A copy of this announcement and the documents required to be published pursuant to Rule 26.1 and Rule 26.2 of the Code will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, at www.poltronesofa-offer.com and at www.scsplc.co.uk/investors/offer-for-scs-group-plc/ and by no later than 12 noon on the Business Day following the date of this announcement.

Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.

Hard copy documents

In accordance with Rule 30.3 of the Code, ScS Shareholders, persons with information rights and participants in the ScS Share Schemes may request a hard copy of this announcement by contacting ScS's Registrars, Equiniti Limited, on +44 (0)371 384 2050 or by submitting a request in writing to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom. The Shareholder Helpline is open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (except English and Welsh public holidays). Calls are charged at the standard geographical rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. Please ensure the country code is used if calling from outside the United Kingdom.

Please note the Shareholder Helpline cannot provide advice on the merits of the Acquisition or the Scheme nor give any financial, investment, legal or tax advice.

For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information be sent to them in relation to the Acquisition in hard copy form.

Information relating to ScS Shareholders

Addresses, electronic addresses and certain other information provided by ScS Shareholders, persons with information rights and other relevant persons for the receipt of communications from ScS may be provided to Poltronesofà and BidCo during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day (as defined in the Code) following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day (as defined in the Code) following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day (as defined in the Code) following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44(0)20 7638 0129.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

All times and dates are indicative only, are based on current expectations, are subject to change (including as a result of changes to the regulatory timetable). If any of the times and/or dates below change ScS will give notice of the revised times and/or dates by issuing an announcement through a Regulatory Information Service and, if required by the Panel, will post notice of the change(s) to ScS Shareholders and persons with information rights. Copies of any such announcements will be made available on ScS's website at www.scsplc.co.uk/investors/offer-for-scs-group-plc/.

1. It is requested that PINK Forms of Proxy for the Court Meeting be lodged before 10.30 a.m. on 19 December 2023 or, if the Court Meeting is postponed or adjourned, not later than 48 hours (excluding any part of a day that is not a Business Day) before the time appointed for the holding of the postponed or adjourned meeting. PINK Forms of Proxy not so lodged may be alternatively e-mailed to proxyvotes@equiniti.com or handed to the Chair any time prior to the commencement of the Court Meeting (or any postponement or adjournment of it) and it will be valid.

2. WHITE Forms of Proxy for the General Meeting must be lodged before 10.45 a.m. on 19 December 2023 in order for them to be valid or, if the General Meeting is postponed or adjourned, not later than 48 hours (excluding any part of a day that is not a Business Day) before the time appointed for the holding of the postponed or adjourned meeting. The WHITE Form of Proxy cannot be handed to the Chair of the General Meeting or emailed and if the WHITE Form of Proxy is not returned by such time, it will be invalid.

3. If any of the ScS Shareholder Meetings are postponed or adjourned, the Voting Record Time will be 6.30 p.m. on the date which is 48 hours (excluding any part of a day that is not a Business Day) before the time fixed for any such postponed or adjourned meeting.

4. Or as soon thereafter as the Court Meeting has been concluded or adjourned.

5. These dates and times given are indicative only and will depend on, among other things, whether and when the Conditions are satisfied or (where applicable) waived and the dates upon which the Court sanctions the Scheme and a copy of the Court Order to sanction the Scheme is delivered to the Registrar of Companies. If the expected date of the Sanction Hearing is changed, ScS will give adequate notice of the changes by issuing an announcement through a Regulatory Information Service.

6. The Permitted Dividend, if approved by ScS Shareholders at the Annual General Meeting of ScS, will be paid to ScS Shareholders on the register of members of ScS on 17 November 2023.

7. Subject to the satisfaction or (if applicable) waiver of Conditions 2(a), 2(d) and 3 to 12 (inclusive) of Part A of Part 3 (Conditions to and Further Terms of the Acquisition) of the Scheme Document.

8. Following sanction of the Scheme by the Court, the Scheme will become Effective in accordance with its terms upon a copy of the Court Order being delivered to the Registrar of Companies. This is presently expected to occur within two Business Days of receipt of the Court Order, subject to satisfaction or (where capable of waiver), waiver of the Conditions. ScS expects that subject to the satisfaction (or, where applicable, waiver) of the Conditions in Part 3 (Conditions to and Further Terms of the Acquisition) of the Scheme Document, the Scheme will become Effective during Q1 2024.

9. This date may be extended to such date as ScS and BidCo may (with the consent of the Panel and, if required, the consent of the Court) agree.

All references in this announcement to times are to times in London (unless otherwise stated).