REG - Accrol Group Hldgs - Publication of Scheme Document

Accrol groupAnnouncement

17/04/2024 07:01

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RNS Number : 8856K  Accrol Group Holdings PLC  17 April 2024

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

17 April 2024

RECOMMENDED CASH OFFER

for

ACCROL GROUP HOLDINGS PLC

by

NAVIGATOR PAPER UK LIMITED

(an indirect wholly owned subsidiary of The Navigator Company, S.A.)

(to be implemented by way of a scheme of arrangement

under Part 26 of the Companies Act 2006)

PUBLICATION OF THE SCHEME DOCUMENT

On 22 March 2024, the Boards of Accrol Group Holdings plc ("Accrol") and
Navigator Paper UK Limited ("Bidco") announced that they had reached agreement
on the terms of a recommended all-cash offer for the entire issued and to be
issued share capital of Accrol by Bidco for 38 pence per Accrol Share (the
"Offer").

It is intended that the Offer will be effected by means of a court sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

Publication of Scheme Document

Accrol is pleased to announce that it has today published a shareholder
circular in relation to the Scheme (the "Scheme Document"), setting out,
amongst other things, a letter from the Executive Chairman of Accrol, the full
terms and conditions of the Scheme, an explanatory statement, an expected
timetable of principal events, notices of the required Court Meeting and the
General Meeting (together, the "Meetings") and details of the action to be
taken by shareholders of Accrol, which will be published on Accrol's website
at
https://www.accrol.co.uk/investors/recommended-offer-for-accrol-group-holdings-plc/
(https://www.accrol.co.uk/investors/recommended-offer-for-accrol-group-holdings-plc/)
.

Subject to any restrictions relating to persons resident in Restricted
Jurisdictions, hard copies of the Scheme Document and the Forms of Proxy for
the Meetings are being posted to shareholders of Accrol today and, for
information purposes only, being made available to participants in the Accrol
LTIP and other persons with information rights.

Capitalised terms used in this announcement (the "Announcement") shall, unless
otherwise defined herein, have the same meanings as set out in the Scheme
Document. All references to times in this Announcement are to London, United
Kingdom times unless stated otherwise.

 

Summary of the terms of the Offer

Under the terms of the Offer, which is subject to the Conditions and certain
further terms set out in Part III (Conditions to the implementation of the
Scheme and to the Offer) of the Scheme Document, Accrol Shareholders will be
entitled to receive:

38 pence in cash for each Accrol Share

The Offer values the entire issued and to be issued share capital of Accrol at
approximately £127.5 million and implies an enterprise value of approximately
£184.8 million and a multiple of approximately:

·    11.9x using Accrol FY2023A adjusted EBITDA of £15.6 million; and

 

·    9.9x using Accrol LTM (last twelve months) adjusted EBITDA of £18.7
million for the period ended 31 October 2023.

 

The Offer represents a premium of approximately 47 per cent. to the average
EV/LTM EBITDA multiple of 6.7x for publicly traded companies across private
label tissue, private label hygiene and other UK companies that focus on
private label products.

 

The Offer represents a premium of approximately:

 

·    11.8 per cent. to the Closing Price of 34.0 pence per Accrol Share on
21 March 2024 (being the last Business Day before the commencement of the
Offer Period);

·    28.7 per cent. to the Volume Weighted Average Price per Accrol Share
during the 6-month period ended on 21 March 2024; and

·    23.2 per cent. to the Volume Weighted Average Price per Accrol Share
during the 12-month period ended on 21 March 2024.

When the Accrol Directors reviewed the Offer in the context of the multiples
observed in the private label sector (in tissue, hygiene and other in UK &
Ireland) for publicly traded companies and comparable precedent transactions,
they believe the Offer represents an attractive premium and full value for the
business.

 

Background to and reasons for the Accrol Directors' recommendation

 

Since its initial public offering in 2016 and subsequent Strategic Review (as
defined below), Accrol has demonstrated a track record of delivering on its
growth strategy through organic growth, product expansion, cost optimisation
and an effective acquisition strategy to become a leading converter and
supplier of tissue-based products and wet wipes to many of the UK's leading
discounters and retailers across the UK.

 

Accrol has been able to grow, gaining market share largely at the expense of
the branded product offering by adapting its product portfolio in order to
supply high quality products at a competitive price advantage when compared to
the major branded providers. The growth of the large European discounters in
the UK retail market has provided further opportunity for Accrol to continue
to gain market share.

 

The UK is (and has been) a net importer of jumbo tissue paper reels. In the
last decade, some of Accrol's competitors have invested in circa. 190kt of
annual domestic production, mainly to supply their own converting operations
in order to increase their level of integration and competitiveness. Accrol
started its major growth path (5 years ago) through a series of capital
investments in converting capacity and automation, to win market share from
branded tissue suppliers as the market moved towards private label through the
expansion of discount retailers (Aldi, Lidl, etc). However, the supply
dynamics in the UK are set to change. Multiple European and Turkish tissue
suppliers have indicated and commenced investments to expand their operations
in the UK by investing in brand new, state-of-the-art tissue making and
converting facilities in the coming years (circa. 500kt of tissue paper
reels). It is anticipated that this will make the UK market significantly more
competitive and has the potential to disrupt volume growth and margin
stability as new entrants seek to establish a foothold in market share.

 

Whilst the management team maintain confidence that Accrol could thrive as an
independent business, they are also of the view that the balance of risk and
reward has shifted due to the significant inward investment into the UK market
and that Navigator's Offer fairly and reasonably represents the future
financial prospects of the business.

 

Accrol conducted a detailed and in-depth strategic review in 2022 (concluding
in January 2023) ("Strategic Review"), where the primary conclusions were to
address the imperative to integrate paper production and develop market and
product strategies to further expand market presence. The imperative to
integrate the paper production element of the supply chain continues to grow.
Volatility in input costs is exacerbated as a converting-only business and
customer perception with regard to the benefits of vertical integration
continues to harden. It is evident that integration with an established
producer would both reduce the financial and operational risks of
commissioning production as well as accelerate the business' strategy in terms
of market and product development.

 

In order to offer greater security over its supply chain and margin stability,
the management team has developed a business plan to invest in vertical
integration via the development of a new tissue mill facility. The debt
profile of Accrol throughout this period will naturally increase significantly
which potentially creates competing priorities around capital allocation for
shareholders with differing strategic priorities, as well as heightened costs
of borrowing currently prevalent in the market. Such a development does also
carry notable execution, commissioning and operational risks which require
careful consideration. In addition, some of the announced tissue mill plans by
fully integrated independent groups also now include their own power plant
investments to offer greater stability over margin following volatility in the
energy market in the recent past. Such power plant investments can deliver
notably lower energy costs but require significant additional investment which
would stretch the Accrol balance sheet further as well as adding further
operational and construction complexity.

 

As part of the Strategic Review the business held discussions with a
considerable number of strategic and financial market participants. Some of
these discussions continued in the period after the Strategic Review up until
recently, given the imperatives to develop production and market-penetration
plans.

 

Discussions with Navigator regarding a more comprehensive partnership
commenced in Q3 2023, as an alternative to independent integration. In part,
this reflected a subsidiary conclusion of the Strategic Review in respect of
the current management and shareholders' concerns regarding the scale of
investment, the corresponding risks of over-leveraging the business ahead of
the earnings accretion from developing the tissue mill investment and a
general preference for liquidity. These concerns have led to the management
team being open to alternative solutions as a means to enhancing growth and
achieving its strategic objectives.

 

Whilst Accrol continues to be well positioned for continued success as an
independent listed entity, the market is and will continue to change rapidly
with significant pricing pressure for a non-integrated business. Therefore the
Accrol Directors strongly believe that the Offer fairly reflects the strength
of the business today and its future prospects, providing shareholders with an
opportunity to realise their investment in Accrol, in cash, at an attractive
price and a favourable acquisition multiple.

 

When the Accrol Directors reviewed the multiple of 11.9x EV/FY2023A EBITDA and
9.9x EV/LTM EBITDA to a sample of its closest publicly traded peers, the Offer
represents a premium of approximately 47 per cent. to the average EV/LTM
EBITDA multiple of 6.7x for publicly traded companies across  private label
tissue, private label hygiene and other UK companies that focus on private
label products. Also when looking at comparable transaction multiples in this
sector in the last decade, the Offer represents an attractive premium.

 

In considering the financial terms of the Offer, the Accrol Directors have
taken into account a number of factors, including:

 

·    The goodwill and trusted relationship generated by Accrol with the
largest UK retailers can be further enhanced by having an owner that is
vertically integrated into the manufacturing of tissue and that has existing
established relationships with retailers in continental Europe, particularly
in the Iberian Peninsula.

·    As stated, the vertical integration into the manufacturing of tissue
paper is part of the core future strategic objectives identified by the Accrol
Directors. These objectives include margin improvement potential, limited
margin volatility and security of tissue supply. In order to achieve this, the
Accrol Directors believe that building a brand new tissue mill is required.
The construction of such a mill however does include several financial,
commissioning and operational risks that cannot be ignored by Accrol
Directors. Furthermore, Accrol will be required to raise additional debt
financing for the investment. These risks are eliminated by the Offer and the
integrated model of Navigator in the manufacturing of paper and tissue.

 

·    The Offer represents an attractive EV/EBITDA multiple:

 

·    11.9x using Accrol FY2023A adjusted EBITDA of £15.6 million; and

 

·    9.9x using Accrol LTM (last twelve months) adjusted EBITDA of £18.7
million for the period ended 31 October 2023.

 

·    As stated above, the Accrol Directors have looked at the tissue
sector Accrol and Navigator operate in when assessing the Offer. Taking into
account relevant acquisitions and publicly listed private label companies, the
Offer represents an attractive premium and full value for the business.

 

·    The Offer represents a premium of:

 

·    11.8 per cent. to the Closing Price per Accrol Share of 34.0 pence on
21 March 2024 (being the last Business Day before the commencement of the
Offer Period);

 

·    28.7 per cent. to the Volume Weighted Average Price per Accrol Share
of 29.5 pence for the 6-month period ended on 21 March 2024; and

 

·    23.2 per cent. to the Volume Weighted Average Price per Accrol Share
of 30.8 pence for the 12-month period ended on 21 March 2024.

 

As a result, after careful consideration of the value and deliverability of
the Offer, the Accrol Directors believe that the Offer represents a compelling
proposition for Accrol Shareholders to accelerate and de-risk the potential
future value creation, and to realise an immediate and certain cash exit for
their investment at a premium to the prevailing share price. Fundamentally,
remaining as a public company presents real execution risks via vertical
integration in a significantly more competitive market given recent and
planned investments from competitors. As referred to above, the management
team has held multiple meetings with industrial players, and similarly with
financial sponsors, over the course of the last 12 months to find the most
appropriate partner for the business and the one who would offer best value.
The management team have concluded that Navigator's Offer represents the best
option to accelerate growth and provide greater certainty of Accrol's
long-term success, and is therefore the best outcome for Accrol Shareholders.

 

In addition, the Accrol Directors have also spent considerable time reviewing
Navigator's intentions regarding the conduct of Accrol under their ownership,
including the potential impact of Navigator's ownership on the interests of
its other stakeholders including Accrol's employees, and are confident that
Navigator will protect stakeholder interests appropriately.

 

Bases of calculation and sources of information

 

In this Announcement, unless otherwise stated, or the context otherwise
requires, the following bases and sources have been used:

 

·    The fully diluted equity value of Accrol has been calculated as being
approximately £127.5 million on the basis of a fully diluted issued ordinary
share capital of 335,444,589 Accrol Shares, being:

(a)  318,878,097 Accrol Shares in issue as at the Last Practicable Date; plus

(b)  16,566,492 Accrol Shares to be issued on the expected exercise of
options granted or expected to be granted under the Accrol LTIP on the
exercise of options under the Accrol LTIP,

(excluding the Warrants (as the outstanding Warrants are to be surrendered by
the Warrant Holder and cancelled upon the Offer becoming Effective)).

 

·    The enterprise value of Accrol has been calculated as being
approximately £184.8 million on the basis of:

(a)  Accrol's fully diluted equity value of approximately £127.5 million (as
calculated above); plus

(b)  Accrol's net debt of approximately £57.4 million calculated as per note
9 of Accrol's interim results for the 6 months ended 31 October 2023 published
by Accrol on 30 January 2024. This includes: total borrowing (excluding
finance fees); less: lease receivables; less: cash and cash equivalents.

 

·    Accrol's LTM (last twelve months) adjusted EBITDA of £18.7 million
for the period ended 31 October 2023 has been calculated by reference to
Accrol's adjusted EBITDA of £15.6 million (as published in its audited
consolidated accounts for the 12 months ended 30 April 2023) less Accrol's
adjusted EBITDA of £7.1 million (as published in its interim results for the
6 months ended 31 October 2022) plus Accrol's adjusted EBITDA of £10.2
million (as published in its interim results for the 6 months ended 31 October
2023).

 

·    The premia calculations to the price per Accrol Share used in this
document have been calculated by reference to:

(a)  the Closing Price on 21 March 2024 (being the last Business Day before
the commencement of the Offer Period) of 34.0 pence per Accrol Share;

(b)  the Volume Weighted Average Price of 29.5 pence per Accrol Share during
the 6-month period ended on the last Business Day before the commencement of
the Offer Period); and

(c)   the Volume Weighted Average Price of 30.8 pence per Accrol Share
during the 12-month period ended on the last Business Day before the
commencement of the Offer Period).

 

·    Unless otherwise stated, the financial information of Accrol is
extracted (without material adjustment) from the annual report and audited
accounts of the Accrol for the 12 months ended 30 April 2023).

 

·    Certain figures included in this Announcement have been subject to
rounding adjustments.

Recommendation

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

Accordingly, the Accrol Directors recommend unanimously that Scheme
Shareholders vote in favour (or procure votes in favour) of the Scheme at the
Court Meeting and that Accrol Shareholders vote in favour (or procure votes in
favour)  of the Resolution at the General Meeting, as the Accrol Directors
who hold Accrol Shares have irrevocably undertaken to do (or procure to be
done) in respect of their own (and their connected persons) interests in
Accrol Shares, amounting, in aggregate to 17,124,230 Accrol Shares
 (representing, in aggregate, approximately 5.4 per cent. of the issued share
capital of Accrol as at the Last Practicable Date).

In addition to the irrevocable undertakings given by the Accrol Directors,
Bidco has also received an irrevocable undertaking to vote (or procure the
voting) in favour of the Scheme at the Court Meeting and the Resolution at the
General Meeting from Lombard Odier Asset Management (Europe) Limited in
respect of 91,403,124 Accrol Shares, in aggregate, representing approximately
28.7 per cent. of Accrol's issued share capital as at the Last Practicable
Date. In aggregate therefore, Bidco has received irrevocable undertakings to
vote in favour of the Scheme at the Court Meeting and the Resolution at the
General Meeting from the holders of 108,527,354 Accrol Shares in total,
representing approximately 34.0 per cent. of Accrol's issued share capital as
at the Last Practicable Date.

Notices of the Court Meeting and General Meeting and Action to be taken

As described in the Scheme Document, in order to become Effective the Scheme
will require, among other things, that the requisite majority of (i) eligible
Scheme Shareholders vote in favour of the Scheme at the Court Meeting; and
(ii) eligible Accrol Shareholders vote in favour of the Resolution at the
General Meeting. The Scheme is also subject to the satisfaction or waiver of
the other Conditions and further terms as described more fully in the Scheme
Document.

The Court Meeting and the General Meeting to approve the Scheme (and the steps
contemplated by the Scheme) are scheduled to be held at 11:00 am and 11:15 am
(or as soon thereafter as the Court Meeting concludes or is adjourned)
respectively, each on 15 May 2024 at the offices of Addleshaw Goddard LLP at
One St Peter's Square, Manchester, M2 3DE.

Subject to approval at the Meetings, Court approval and the satisfaction or
waiver of the other Conditions set out in further detail in the Scheme
Document, the Scheme is expected to become Effective on or around 24 May 2024.

Shareholders of Accrol are asked to submit proxy appointments and instructions
for the Court Meeting and the General Meeting as soon as possible, using any
of the methods described in the Scheme Document (by post, online or
electronically through CREST). Shareholders of Accrol are also strongly
encouraged to appoint "the chairman of the meeting" as their proxy.

It is important that, for the Court Meeting in particular, as many votes as
possible are cast so that the Court may be satisfied that there is a fair
representation of Scheme Shareholders (as that term is defined in the Scheme
Document) opinion. Therefore, Scheme Shareholders are strongly urged to sign
and return both of their Forms of Proxy (by post, online or electronically
through CREST).

Any changes to the arrangements for the either the Court Meeting or General
Meeting will be communicated to shareholders of Accrol beforehand, through
Accrol's website at https://www.accrol.co.uk/investors
/recommended-offer-for-accrol-group-holdings-plc/
(https://www.accrol.co.uk/investors%20/recommended-offer-for-accrol-group-holdings-plc/)
and by announcement through a Regulatory Information Service.

Timetable

The Scheme Document contains an expected timetable of principal events
relating to the Scheme, which is also set out in the Appendix to this
Announcement. Subject to obtaining the approval of the requisite majority of
eligible Scheme Shareholders at the Court Meeting, the requisite majority of
Accrol Shareholders at the General Meeting and the satisfaction or waiver of
the other Conditions set out in the Scheme Document, including the approval of
the Court, it is currently expected that the Effective Date will be 24 May
2024.

Cancellation of admission to trading

If the Scheme is sanctioned as outlined above, the last day of dealings in,
and for registration of transfers of, Accrol Shares is expected to be 23 May
2024 (being the Business Day immediately before the Effective Date), following
which Accrol Shares will be suspended from trading on AIM with effect from
7:30 a.m. on the Effective Date.

Accrol intends that, prior to the Scheme becoming Effective, an application
will be made to the London Stock Exchange for the cancellation of the
admission to trading of the Accrol Shares on AIM with effect from shortly
after the Effective Date.

Information for Accrol Shareholders

In accordance with Rule 26.1 of the Takeover Code, copies of this Announcement
and the Scheme Document will be available on Accrol's website at
https://www.accrol.co.uk/investors/recommended-offer-for-accrol-group-holdings-plc/
(https://www.accrol.co.uk/investors/recommended-offer-for-accrol-group-holdings-plc/)
and on Navigator's website at
https://www.thenavigatorcompany.com/Investidores/Recommended-cash-offer-for-accrol-group-holdings-plc
(https://www.thenavigatorcompany.com/Investidores/Recommended-cash-offer-for-accrol-group-holdings-plc)
by no later than 12 noon on the business day following this Announcement, up
to an including the Effective Date. For the avoidance of doubt, the contents
of these websites are not incorporated by reference and no not form part of
this Announcement.

For information purposes only, the Scheme Document will also be sent, or made
available to, to participants in the Accrol LTIP and persons with information
rights.

A copy of the Scheme Document will also be submitted to the National Storage
Mechanism, where it will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

Shareholder helpline

If shareholders of Accrol have any questions about this Announcement, the
Scheme Document, the Court Meeting or the General Meeting, or are in doubt
about the procedure for completing and returning of the Forms of Proxy or how
to appoint a proxy through the CREST electronic proxy appointment service or
otherwise, please contact Link Group, Accrol's Registrar, on +44 (0) 371 664
0321. Lines are open from 9:00 a.m. to 5:30 p.m. Monday to Friday (excluding
English and Welsh public holidays). Calls to these numbers from outside the UK
will be charged at international rates. Different charges may apply to calls
made from mobile telephones. Calls may be recorded and randomly monitored for
security and training purposes. Please note that Link Group cannot provide
legal, tax or financial advice.

 

The person responsible for arranging the release of this Announcement on
behalf of Accrol is Gareth Jenkins.

Enquiries:

 Bidco                                                              +(351) 219 017 411
 Fernando Araújo, Executive Board Member
 António Neto Alves, General Counsel

 Rothschild & Co (Financial adviser to Bidco)                       +44 (0) 207 280 5000
 Stuart Vincent

 Joe Boyd-Morritt

 Accrol
 Daniel Wright, Executive Chairman

 Gareth Jenkins, Chief Executive Officer
 Christopher Welsh, Chief Financial Officer

 Stifel (Rule 3 adviser and lead financial adviser to Accrol)       +44 (0) 207 710 7600
 Celedonio Moncayo / Henry Newbould
 Nick Harland / Richard Short

 Zeus (Joint financial adviser and nominated adviser to Accrol)     +44 (0) 161 831 1512
 Dan Bate / Jordan Warburton

 Belvedere Communications Limited (Financial PR adviser to Accrol)  +44 (0) 7715 769 078
 Cat Valentine

 Keeley Clarke

Eversheds Sutherland (International) LLP is retained as legal adviser to the
Wider Navigator Group.

Addleshaw Goddard LLP is retained as legal adviser to Accrol.

Important Notices Relating to Financial Advisers

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for the Wider Navigator Group  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 Wider Navigator
Group  for providing the protections afforded to clients of Rothschild &
Co nor for providing advice in relation to any matter referred to in this
Announcement or any transaction or arrangement referred to herein. Neither
Rothschild & Co 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 Rothschild & Co in connection with this Announcement, any
statement contained herein, any transaction or arrangement referred to herein,
or otherwise.

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively as Rule 3 adviser and lead financial adviser for Accrol and for no
one else in connection with the matters set out or referred to in this
Announcement and will not be responsible to anyone other than Accrol for
providing the protections offered to clients of Stifel nor for providing
advice in relation to the matters set out or referred to in this Announcement.
Neither Stifel 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
Stifel in connection with this Announcement, any matter or statement set out
or referred to herein or otherwise.

Zeus Capital Limited ("Zeus"), which is authorised and regulated by the FCA in
the United Kingdom, is acting exclusively as joint financial adviser and
nominated adviser for Accrol and for no one else in connection with the Offer
and/or any other matter referred to in this Announcement and will not be
responsible to anyone other than Accrol for providing the protections afforded
to its clients or for providing advice in relation to the Offer, the contents
of this Announcement, or any other matters referred to in this Announcement.
Neither Zeus nor any of its subsidiaries, affiliates or branches owes or
accepts any duty, liability or responsibility whatsoever (whether direct,
indirect, consequential, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Zeus in connection with this
Announcement, any statement or other matter or arrangement referred to herein
or otherwise.

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 or invitation to purchase,
otherwise acquire, subscribe for, exchange, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval in any jurisdiction
pursuant to the Offer or otherwise.

The Offer will be subject to English law and to the applicable requirements of
the Code, the Panel, the AIM Rules, the London Stock Exchange and the FCA.

The Offer will be made solely by the Scheme Document (or, in the event that
the Offer is to be implemented by means of a Takeover Offer, the Offer
Document), which will contain the full terms and conditions of the Offer,
including details of how to vote in respect of the Scheme. Any voting decision
or response in relation to the Offer should be made solely on the basis of the
Scheme Document. Accrol Shareholders are advised to read the formal
documentation in relation to the Offer carefully once it has been published.
Each Accrol Shareholder is urged to consult their independent professional
adviser regarding the tax consequences of the Offer.

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 FSMA.

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 not resident in the United Kingdom or 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 Accrol Shares in respect of the Scheme at
the Court Meeting or the General Meeting, or to execute and deliver Forms of
Proxy appointing another to vote at the Court Meeting or the General 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 or regulations in that jurisdiction.
To the fullest extent permitted by applicable law or regulations, the
companies and persons involved in the Offer 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.

Unless otherwise determined by Bidco or required by the Code, and permitted by
applicable law and regulation, the Offer 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 where to do so would
violate the laws in that jurisdiction, and the Offer will not be capable of
acceptance by any such use, means, instrumentality or facility or from within
a Restricted Jurisdiction if to do so would constitute a violation of the laws
in that jurisdiction. Accordingly, copies of this Announcement and any formal
documentation relating to the Offer 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 Offer.

Further details in relation to Accrol Shareholders in overseas jurisdictions
can be found in the Scheme Document.

Notice to U.S. Investors in Accrol

The Offer relates to the shares of a company registered under the laws of
England and Wales and is being made by way of a scheme of arrangement provided
for under Part 26 of the Companies Act. The Offer, implemented by way of a
scheme of arrangement, is not subject to the tender offer rules or the proxy
solicitation rules under the U.S. Exchange Act. Accordingly, the Offer is
subject to the disclosure requirements and practices applicable to a scheme of
arrangement involving a target company in England with its securities admitted
to trading on the London Stock Exchange, which differ from the disclosure
requirements of U.S. tender offer and proxy solicitation rules. If, in the
future, Bidco exercises its right to implement the Offer by way of a Takeover
Offer and determines to extend the Takeover Offer into the United States, the
Offer will be made in compliance with applicable U.S. laws and regulations
including Sections 14(d) and 14(e) of the U.S. Exchange Act and Regulations
14D and 14E thereunder. Such a Takeover Offer would be made in the United
States by Bidco and no one else.

The financial information included in this Announcement has been prepared in
accordance with accounting standards applicable in the United Kingdom and thus
may not be comparable to financial information of U.S. companies or companies
whose financial statements are prepared in accordance with U.S. generally
accepted accounting principles. None of the financial information in this
Announcement has been audited in accordance with auditing standards generally
accepted in the United States or the auditing standards of the Public Company
Accounting Oversight Board (United States).

It may be difficult for U.S. Accrol Shareholders to enforce their rights and
any claim arising out of the U.S. federal securities laws or the laws of any
state or other jurisdiction in the United States in connection with the Offer,
because Accrol is located in a non-U.S. country, and some or all of its
officers and directors may be residents of a non-U.S. country. U.S. Accrol
Shareholders may not be able to sue a non-U.S. company or its officers or
directors in a non-U.S. court for violations of the U.S. federal securities
laws or the laws of any state or other jurisdictions in the United States.
Further, it may be difficult to compel a non-U.S. company and its affiliates
to subject themselves to a U.S. court's jurisdiction or judgment.

U.S. Accrol Shareholders also should be aware that the Offer may have tax
consequences in the United States and that such consequences, if any, are not
described herein. U.S. Accrol Shareholders are urged to consult with legal,
tax and financial advisers in connection with making a decision regarding the
Offer.

Forward-looking Statements

This Announcement (including any information incorporated by reference in this
Announcement), oral statements made regarding the Offer, and other information
published by Navigator, Bidco or Accrol contain statements which are, or may
be deemed to be, "forward-looking statements" with respect to Navigator,
Bidco, Accrol and the Enlarged Navigator Group. These forward-looking
statements can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements often use words such
as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "aim", "will", "may", "would", "could" or "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
Navigator Group or the Accrol Group; and (iii) the effects of government
regulation on the business of the Navigator Group or the Accrol 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 the satisfaction (or, where permitted, waiver) of the Conditions as well
as additional factors, such as domestic and global business and economic
conditions; the impact of pandemics, asset prices; market-related risks such
as fluctuations in interest rates and exchange rates, industry trends,
competition, changes in government and regulation, changes in the policies and
actions of governments and/or regulatory authorities (including changes
related to capital and tax), changes in political and economic stability
(including exposures to terrorist activities, the UK's exit from the European
Union, Eurozone instability, the Russia-Ukraine conflict), disruption in
business operations due to reorganisation activities, interest rate,
inflation, deflation and currency fluctuations, the timing impact and other
uncertainties of future or planned acquisitions or disposals or offers, the
inability of the Enlarged Navigator Group to realise successfully any
anticipated synergy benefits when the Offer is implemented (including changes
to the board and/or employee composition of the Enlarged Navigator Group), the
inability of the Navigator Group to integrate successfully the Accrol Group's
operations and programmes when the Offer is implemented, the Enlarged
Navigator Group incurring and/or experiencing unanticipated costs and/or
delays (including IT system failures, cyber-crime, fraud and pension scheme
liabilities), or difficulties relating to the Offer when the Offer is
implemented. Other unknown or unpredictable factors could affect future
operations and/or cause actual results to differ materially from those in the
forward-looking statements. Such forward-looking statements should therefore
be construed in the light of such factors.

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
(and other factors that are in many cases beyond the control of Accrol,
Navigator and/or Bidco) 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. None of the Navigator
Group nor Accrol Group, nor any of their respective associates or directors,
officers or advisers, provide any representation, warranty, assurance or
guarantee that the occurrence of the events expressed or implied in any
forward-looking statements in this Announcement will actually occur. All
subsequent oral or written forward-looking statements attributable to
Navigator, Bidco or Accrol or any persons acting on their behalf are expressly
qualified in their entirety by the cautionary statements contained or referred
to in this section. Other than in accordance with their legal or regulatory
obligations (including under the Code, MAR and the AIM Rules), neither of
Navigator, Bidco nor Accrol is under or undertakes any obligation, and each of
the foregoing expressly disclaims any intention or obligation, to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.

No Profit Forecasts, Estimates or Quantified Financial Benefits Statements

No statement in this Announcement is intended, or is to be construed, 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 Navigator, Bidco or Accrol,
respectively for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per ordinary share for
Navigator, Bidco or Accrol, respectively.

Right to Switch to a Takeover Offer

Bidco reserves the right to elect, with the consent of the Panel, to implement
the Offer by way of a Takeover Offer for the entire issued and to be issued
share capital of Accrol as an alternative to the Scheme. In such an event, the
Takeover Offer will be implemented on the same terms or, if Bidco so decides,
on such other terms being no less favourable (subject to appropriate
amendments), so far as applicable, as those which would apply to the Scheme
and subject to the amendment referred to in paragraph 2 of Part C of the
Scheme Document.

Electronic Communication - Information Relating to Accrol Shareholders

Addresses, electronic addresses and certain other information provided by
Accrol Shareholders, persons with information rights and other relevant
persons for the receipt of communications from Accrol may be provided to 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.

Publication on Website

A copy of this Announcement shall be made available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
Accrol's and Navigator's websites, free of charge, at
https://www.accrol.co.uk/investors/recommended-offer-for-accrol-group-holdings-plc
(https://www.accrol.co.uk/investors/recommended-offer-for-accrol-group-holdings-plc)
 and
https://www.thenavigatorcompany.com/Investidores/Recommended-cash-offer-for-accrol-group-holdings-plc
(https://www.thenavigatorcompany.com/Investidores/Recommended-cash-offer-for-accrol-group-holdings-plc)
and by no later than 12 noon (London time) on the Business Day following the
date of this Announcement.

For the avoidance of doubt, 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, Accrol Shareholders, persons with
information rights and participants in the Accrol Share Schemes may request a
hard copy of this Announcement by contacting Accrol's registrar, Link Group,
on +44 (0) 371 664 0300. Calls are charged at the standard geographic rate and
will vary by provider. Calls from outside the United Kingdom will be charged
at the applicable international rate. The helpline is open between 9.00 a.m.
to 5.30 p.m. (London time), Monday to Friday excluding for public holidays in
England and Wales. Please note that Link Group cannot provide any financial,
legal or tax advice and calls may be recorded and monitored for security and
training purposes. 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, subject
to applicable securities laws, also request that all future documents,
announcements and information be sent to them in relation to the Offer in hard
copy form.

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) of
the Code 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 of the Code. A
Dealing Disclosure by a person to whom Rule 8.3(b) of the Code 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 of the Code.

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 of the Code).

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. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

 

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable is based on Accrol and Bidco's current
expected dates for the implementation of the Scheme and is subject to change.
If any of the dates and/or times in this expected timetable change, the
revised dates and/or times will be notified to Accrol Shareholders by
announcement through the Regulatory Information Service of the London Stock
Exchange.

 Event                                                                           Time and/or date (2024) ((1))
 Publication of the Scheme Document                                              17 April
 Latest time for lodging Forms of Proxy for the:

                 Court Meeting (BLUE Form of Proxy)                              11.00 a.m. on 13 May ((2))

                 General Meeting (WHITE Form of Proxy)                           11.15 a.m. on 13 May ((3))
 Voting Record Time for the Court Meeting and the General Meeting                6.00 p.m. on 13 May ((4))
 Court Meeting                                                                   11.00 a.m. on 15 May
 General Meeting                                                                 11.15 a.m. on 15 May ((5))
 The following dates are indicative only and are subject to change ((6))
 Court Sanction Hearing                                                          22 May
 Last day of dealings in, and for registration of transfers of, and disablement  23 May
 in CREST of, Accrol Shares
 Scheme Record Time                                                              6.00 p.m. on 23 May
 Dealings in Accrol Shares suspended                                             at or around 7.30 a.m. on 24 May
 Effective Date of the Scheme                                                    24 May ((7))
 Cancellation of admission of Accrol Shares to trading on AIM                    by no later than 8.00 a.m. on 28 May
 Latest date for despatch of cheques and crediting of CREST for Consideration    7 June
 due under the Scheme
 Long Stop Date                                                                  30 June ((8))

The dates and times given are indicative only and are based on Accrol's and
Navigator UK's current expectations and may be subject to change. If any of
the expected times and/or dates above change (a) the revised times and/or
dates will be notified to Accrol Shareholders by announcement through a
Regulatory Information Service, with such announcement being made available on
Accrol's website at
https://www.accrol.co.uk/investors/recommended-offer-for-accrol-group-holdings-plc/
(https://www.accrol.co.uk/investors/recommended-offer-for-accrol-group-holdings-plc/)
and on Navigator's website at
https://www.thenavigatorcompany.com/Investidores/Recommended-cash-offer-for-accrol-group-holdings-plc
(https://www.thenavigatorcompany.com/Investidores/Recommended-cash-offer-for-accrol-group-holdings-plc)
and (b) if required by the Panel, Accrol will send notice of the change(s) to
Accrol Shareholders and, for information only to Accrol Share Scheme
Participants.

Notes:

(1)    All references in this Announcement to times are to London time
unless otherwise stated.

(2)    It is requested that BLUE Forms of Proxy for the Court Meeting be
lodged no later than 48 hours (excluding any part of such 48-hour period that
is not a Business Day) before the time and date set for the Court Meeting. A
copy of a completed and signed BLUE Form of Proxy not so lodged may be handed
to the chairman of the Court Meeting at any time before the time that the
Court Meeting is due to commence and will still be valid.

(3)    WHITE Forms of Proxy for the General Meeting must be lodged no later
than 48 hours (excluding any part of such 48-hour period that is not a
Business Day) before the time and date set for the General Meeting. WHITE
Forms of Proxy for the General Meeting not lodged by this time will be
invalid.

(4)    If either the Court Meeting or the General Meeting is adjourned, the
Voting Record Time for the relevant adjourned Meeting will be 6.00 p.m. on the
date falling two Business Days before the date of the adjourned Meeting.

(5)    The General Meeting will commence at 11.15 a.m. or as soon
thereafter as the Court Meeting shall have concluded or been adjourned.

(6)    These dates and times are indicative only and 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) a
copy of the Court Order is delivered to the Registrar of Companies for
registration.

(7)    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 for registration. This is
presently expected to occur on the second Business Day following the date of
the Court Sanction Hearing, subject to satisfaction or (where capable of
waiver) waiver of the Conditions.

(8)    This is the latest date by which the Scheme may become Effective
unless Navigator UK and Accrol agree (and the Panel and, if required, the
Court permit) a later date or if the Panel requires an extension to the Long
Stop Date pending final determination of an issue under section 3(g) of
Appendix 7 to the Takeover Code.

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 or visit
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.

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