REG - Epwin Group PLC Laumann Group - Publication of Scheme Document

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RNS Number : 2945X  Epwin Group PLC  29 August 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

FOR IMMEDIATE RELEASE

29 August 2025

RECOMMENDED ACQUISITION

of

Epwin Group plc ("Epwin")

by

Laumann Group UK Limited ("Laumann UK")

(a wholly-owned indirect subsidiary of Laumann Stiftung & Co. KG
("Laumann"))

to be implemented by means of a scheme of arrangement

pursuant to Part 26 of the Companies Act 2006

PUBLICATION OF SCHEME DOCUMENT

On 7 August 2025, the Epwin Board and the Laumann UK Board announced that
they had reached agreement on the terms and conditions of a recommended cash
acquisition pursuant to which Laumann UK shall acquire the entire issued and
to be issued ordinary share capital of Epwin (the "Acquisition"). The
Acquisition is to be implemented by means of a Court-sanctioned scheme of
arrangement pursuant to Part 26 of the Companies Act (the "Scheme").

Publication of the Scheme Document

Epwin is pleased to announce the publication of the scheme document in
relation to the Scheme (the "Scheme Document") which, together with the
associated Forms of Proxy, is today being published by Epwin and posted (or
made available online) to Epwin Shareholders.

The Scheme Document will be made available (subject to any applicable
restrictions relating to persons in, or resident, in Restricted Jurisdictions)
for inspection free of charge, on Epwin's website at
https://investors.epwin.co.uk/announcement-offer.aspx
(https://investors.epwin.co.uk/announcement-offer.aspx) and on Laumann's
website at https://www.laumann-group.com (https://www.laumann-group.com) not
later than 12.00 noon on 1 September 2025 and will continue to be made
available on those websites during the offer period.

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

Notices of the Court Meeting and the General Meeting

The Court Meeting and the General Meeting are to be held at the offices
of Eversheds Sutherland (International) LLP, 1 Wood Street, London EC2V
7WS, United Kingdom on 25 September 2025. The Court Meeting is scheduled to
commence at 11.00 a.m. and the General Meeting is scheduled to commence
at 11.15 a.m. (or as soon thereafter as the Court Meeting has concluded or
been adjourned). Notices of the Court Meeting and the General Meeting are set
out in Parts VIII and IX, respectively, of the Scheme Document.

As further described in the Scheme Document, before the Court is asked to
sanction the Scheme and in order for it to become Effective,
the Scheme will require: (i) the approval of a majority in number
representing 75 per cent. or more in value of votes cast by
the Scheme Shareholders present or represented and voting, either in person
or by proxy, at the Court Meeting (or at any adjournment thereof); and (ii)
the passing of the Special Resolution by the requisite majority of Epwin
Shareholders at the General Meeting (or at any adjournment thereof).
The Scheme is also subject to the satisfaction or (where applicable) waiver
of the Conditions and further terms that are set out in the Scheme Document.

Any changes to the arrangements for the Court Meeting and the General Meeting
will be communicated to the Scheme Shareholders and the Epwin Shareholders
before the relevant Meetings, by an announcement through a Regulatory
Information Service.

Action required

It is important that, for the Court Meeting in particular, as many votes as
possible are cast (whether in person or by proxy) in order for the Court to be
satisfied that there is a fair and reasonable representation
of Scheme Shareholders' opinion. Therefore, whether or not Epwin
Shareholders intend to attend the Meetings, Epwin Shareholders are strongly
urged to appoint a proxy in connection with the Meetings in accordance with
the instructions below and as set out in more detail in the Scheme Document.

Epwin Shareholders are strongly urged to complete, sign and return their
Forms of Proxy or to appoint a proxy electronically either through Proxymity
or through CREST (instructions to do so can be found in the CREST Manual) as
soon as possible and, in any event, by no later than 11.00 a.m. on 23
September 2025 in respect of the Court Meeting and 11.15 a.m. on 23
September 2025 in respect of the General Meeting (or in the case of
adjournment(s), not later than 48 hours before the time fixed for the
adjourned meeting(s)) (excluding any part of such 48 hour period falling on a
day which is not a Business Day) in accordance with the instructions set out
in the Scheme Document and the Forms of Proxy. Instructions in relation to
voting and the completion of the Forms of Proxy are included in
the Scheme Document. Scheme Shareholders and Epwin Shareholders are also
strongly encouraged to appoint "the Chair of the Meeting" as their proxy.

Recommendation

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

The Epwin Directors consider the terms of the Acquisition to be in the best
interests of Epwin Shareholders as a whole and, and accordingly, the Epwin
Directors unanimously recommend that Scheme Shareholders vote in favour (or
procure votes in favour) of the Scheme at the Court Meeting and that all
Epwin Shareholders vote in favour (or procure votes in favour) of the Special
Resolution at the General Meeting as the Epwin Directors have irrevocably
undertaken to do (or, as may be applicable, procure to be done) in respect of
their own beneficial holdings of 815,576 Epwin Shares representing, in
aggregate, approximately 0.6 per cent. of the entire existing issued share
capital of Epwin as at the Latest Practicable Date.

Epwin Shareholders should read carefully the whole of
the Scheme Document (including any documents incorporated into
the Scheme Document by reference), together with the accompanying Forms of
Proxy, before deciding whether or not to vote, or procure a vote, in favour of
the Scheme at the Court Meeting and the Special Resolution at the General
Meeting. Each of these documents contains important information relating to
the Acquisition. Any vote or decision in respect of, or other response to, the
Acquisition or the Scheme (as applicable) should only be made on the basis
of the information contained in the Scheme Document.

Irrevocable undertakings and letter of intent

Laumann UK has received irrevocable undertakings from each of the Epwin
Directors who hold Epwin Shares to vote (or procure the vote) in favour of the
Scheme at the Court Meeting and the Special Resolution to be proposed at the
General Meeting, in respect of their beneficial interests in Epwin Shares (and
those of certain connected persons) amounting, in aggregate, to 815,576 Epwin
Shares, representing approximately 0.6 per cent. of the entire existing issued
share capital of Epwin as at the Latest Practicable Date. All of these
undertakings remain binding, even in the event of a higher competing offer for
Epwin, unless the Scheme lapses or is withdrawn.

In addition, Laumann UK has received irrevocable undertakings to vote (or
procure the vote) in favour of the Scheme at the Court Meeting and the Special
Resolution to be proposed at the General Meeting from Kennedy Capital
Investments Limited, the trustees of The Anthony James Rawson Business Will
Trust and Pentwin Group Limited in respect of a total of 40,500,000 Epwin
Shares, representing, in aggregate, approximately 29.8 per cent. of the entire
existing issued share capital of Epwin as at the Latest Practicable Date.
These irrevocable undertakings also include the relevant Epwin Shareholders'
commitments to accept the Offer if the Acquisition is structured as an Offer.
All of these undertakings remain binding, even in the event of a higher
competing offer for Epwin, unless the Scheme lapses or is withdrawn.

Laumann UK has also received a letter of intent to vote (or procure the vote)
in favour of the Scheme at the Court Meeting and the Special Resolution to be
proposed at the General Meeting from Otus Capital Management Limited in
respect of 5,033,594 Epwin Shares representing approximately 3.7 per cent. of
the entire existing issued share capital of Epwin as at the Latest Practicable
Date.

Laumann UK has therefore received irrevocable undertakings or letters of
intent in respect of a total of 46,349,170 Epwin Shares representing, in
aggregate, approximately 34.1 per cent. of the entire existing issued share
capital of Epwin as at the Latest Practicable Date.

Full details of these irrevocable undertakings and letters of intent,
including the circumstances in which such irrevocable undertakings cease to
binding, are set out in the Scheme Document.

Expected timetable of principal events

An expected timetable of principal events for the Scheme is set out in
the Scheme Document and is also reproduced in the appendix to this
announcement. Subject to the requisite approval of Scheme Shareholders at
the Court Meeting and of Epwin Shareholders at the General Meeting, the
satisfaction or waiver (if capable of waiver) of the other Conditions set out
in the Scheme Document and the sanction of the Scheme by the Court at the
Sanction Hearing, the Scheme is currently expected to become Effective
during the final quarter of 2025.

The dates and times given are indicative only and are based on Epwin's and
Laumann UK's current expectations and may be subject to change. If any of the
expected dates and/or times set out in the expected timetable change,
then Epwin will give adequate notice(s) of such changes in an announcement
released through a Regulatory Information Service and by making such
announcement available on Epwin's website at
https://investors.epwin.co.uk/announcement-offer.aspx
(https://investors.epwin.co.uk/announcement-offer.aspx) .

Prior to the Scheme becoming Effective, Epwin shall make an application
for the cancellation of trading of the Epwin Shares on AIM to take effect
shortly after the Acquisition becomes Effective.

The last day of dealings in Epwin Shares on AIM is expected to be the Business
Day immediately prior to the Effective Date and no transfers of Epwin Shares
shall be registered after 6.00 p.m. on that date.

Helpline

If you have any questions about this announcement, the Scheme Document, the
Court Meeting or the General Meeting, or are in any doubt as to how to
complete and return the Forms of Proxy, please contact Epwin's registrar,
MUFG Corporate Markets by calling on +44 (0) 371 664 0321, between 9.00 a.m.
and 5.30 p.m. Monday to Friday (excluding public holidays
in England and Wales). Alternatively, you can email MUFG Corporate Markets
at shareholderenquiries@cm.mpms.mufg.com
(mailto:shareholderenquiries@cm.mpms.mufg.com) .

Epwin Share Plan proposals

 

Epwin Share Plan Participants have today been sent letters which contain
details regarding the effect of the Scheme on Epwin Share Plan Participants'
rights and the proposals being made in accordance with Rule 15 of the Takeover
Code.

 

Enquiries:

 

 Laumann and Laumann UK
 Pascal Heitmar                                                             info@laumann-group.com

 Michael Alkemeier

 Björn Baltes
 Houlihan Lokey UK Limited (Financial Adviser to Laumann and Laumann UK)
 Tim Richardson                                                             +44 (0)207 839 3355

 David Brock
 Epwin Group plc
 Jon Bednall (Chief Executive)                                              Via MHP

 Chris Empson (Group Finance Director)
 Shore Capital (Financial Adviser, Rule 3 Adviser, Nominated Adviser &
 Joint Broker to Epwin)
 Daniel Bush                                                                +44 (0)207 408 4090

 Harry Davies-Ball

 Fiona Conroy
 Zeus Capital Limited (Joint Broker to Epwin)
 Dominic King                                                               +44 (0)203 829 5000

 Nick Searle
 MHP (Epwin's PR Advisers)
 Reg Hoare                                                                  +44 (0)7885 447944

 Mathew Taylor                                                              Epwin@mhpgroup.com

 Finn Taylor

Osborne Clarke LLP is retained as legal adviser to Laumann UK and Laumann.

Eversheds Sutherland (International) LLP is retained as legal adviser to
Epwin.

 

APPENDIX

Expected timetable of principal events

All dates and times are based on Epwin's and Laumann UK's current expectations
and are 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 Epwin
Shareholders by announcement through a Regulatory Information Service and by
posting notice of these dates on the following website:
https://investors.epwin.co.uk/announcement-offer.aspx.

 Event                                                                           Time and/or date
 Publication of the Scheme Document                                               29 August 2025
 Latest time for lodging Forms of Proxy for the:
      Court Meeting (BLUE Form of Proxy)                                         by 11.00 a.m. on 23 September 2025((1))
      General Meeting (WHITE Form of Proxy)                                      by 11.15 a.m. on 23 September 2025((1))
 Voting Record Time                                                              6.00 p.m. on 23 September 2025((2))
 Court Meeting                                                                   11.00 a.m. on 25 September 2025
 General Meeting                                                                 11.15 a.m. on 25 September 2025((3))
 The following dates are indicative only and subject to change((4)).
 Court Hearing                                                                   expected to be 13 October 2025, subject to the satisfaction (or, if
                                                                                 applicable, waiver) of the relevant  Conditions ((5))
 Last day for dealings in, and for the registration of transfer of Epwin Shares  14 October 2025
 Disablement in CREST of the Epwin Shares                                        6.00 p.m. on 14 October 2025
 Scheme Record Time                                                              6.00 p.m. on 14 October 2025
 Dealings in Epwin Shares on AIM suspended                                       at 7.30 a.m. on 15 October 2025

 Effective Date of the Scheme                                                    15 October 2025((6))
 Cancellation of admission to trading of Epwin Shares on AIM                     at 7.00 a.m. on 16 October 2025
 Latest date for dispatch of cheques and crediting of CREST stock accounts for   within 14 days after the Effective Date
 Acquisition consideration due under the Scheme
 Long Stop Date                                                                  11.59 p.m. on 30 April 2026((7))
 (1)   It is requested that BLUE Forms of Proxy for the Court Meeting be
 lodged not later than 48 hours before the time appointed for the Court Meeting
 (excluding any part of such 48-hour period falling on a day which is not a
 Business Day). BLUE Forms of Proxy not so lodged may be handed to the Chair of
 the Court Meeting or MUFG Corporate Markets on behalf of the Chair of the
 Court Meeting before the start of the Court Meeting. WHITE Forms of Proxy for
 the General Meeting must be lodged not later than 48 hours before the time
 appointed for the General Meeting (excluding any part of such 48-hour period
 falling on a day which is not a Business Day). WHITE Forms of Proxy for the
 General Meeting not lodged by this time will be invalid.

 (2)   If either the Court Meeting or the General Meeting is adjourned, the
 voting record time for the relevant adjourned Meeting will be the close of
 business on the day which is 48 hours before the date of such adjourned
 Meeting (excluding any part of such 48-hour period falling on a day which is
 not a Business Day).

 (3)   To commence at 11.15 a.m. (or as soon as reasonably practicable
 thereafter as the Court Meeting shall have been concluded or adjourned).

 (4)   These times and dates 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 Court Hearing is changed, Epwin will
 give adequate notice of the changes by issuing an announcement through a
 Regulatory Information Service and by posting notice of these dates on the
 following website: https://investors.epwin.co.uk/announcement-offer.aspx
 (https://investors.epwin.co.uk/announcement-offer.aspx) .

 (5)   Subject to the satisfaction of certain regulatory conditions as set
 out in Part III (Conditions to and Further Terms of the Implementation of the
 Scheme and the Acquisition) of the Scheme Document.

 (6)   This date will be the date on which a copy of the Court Order is
 delivered to the Registrar of Companies.

 (7)   This is the latest date by which the Scheme may become Effective
 unless Epwin and Laumann UK agree (with the Panel's consent and as the Court
 may approve (if such consent and/or approval is required)).

 

Important notices

You should read this announcement and the Scheme Document and if you are in
any doubt as to the Acquisition or the action you should take, you are
recommended to seek your own personal financial, tax and legal advice
immediately from your stockbroker, solicitor, accountant, bank manager or
other independent financial adviser duly authorised under the Financial
Services and Markets Act 2000 (as amended) if you are resident in the United
Kingdom or, if you are not so resident, from another appropriately authorised
independent financial adviser. If you have any questions about
the Scheme Document, the Court Meeting or the General Meeting or are in any
doubt as to how to complete the Forms of Proxy, please contact MUFG Corporate
Markets on the number set out above.

This announcement, the Scheme Document and any of the accompanying documents
to the Scheme Document do not, nor are they intended to, constitute or form
part of an offer or an invitation to purchase or subscribe for any securities,
or a solicitation of an offer to buy any securities, whether pursuant to this
announcement or otherwise, in any jurisdiction in which such offer, invitation
or solicitation is or would be unlawful.

This announcement does not comprise a prospectus or a prospectus
equivalent document or an exempted document.

The contents of this announcement do not amount to, and should not be
construed as, legal, tax, business or financial advice.

The statements contained in this announcement are made as at the date of this
announcement, unless some other date is specified in relation to them, and
publication of this announcement shall not give rise to any implication that
there has been no change in the facts set forth in this announcement since
such date.

The Scheme Document has been prepared for the purposes of complying
with English law, the jurisdiction of the Court and the applicable
requirements of the Takeover Code, the Market Abuse Regulation, the Disclosure
Guidance and Transparency Rules and the AIM Rules.

Houlihan Lokey UK Limited ("Houlihan Lokey"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority (the
"FCA"), is acting exclusively for Laumann UK and Laumann and no one else in
connection with the Acquisition and will not be responsible to anyone other
than Laumann UK and Laumann for providing the protections afforded to clients
of Houlihan Lokey, nor for providing advice in relation to the Acquisition or
any matter or arrangement referred to herein. Neither Houlihan Lokey nor any
of its subsidiaries, branches or 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 Houlihan Lokey in connection with this announcement, any statement
contained herein or otherwise.

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited
(either individually or collectively "Shore Capital"), which are authorised
and regulated by the FCA in the United Kingdom, are acting exclusively for
Epwin and no one else in connection with the Acquisition and/or any other
matter referred to in this announcement and will not regard any other person
as their client in relation to such matters and will not be responsible to
anyone other than Epwin for providing the protections afforded to clients of
Shore Capital nor for providing advice in relation to the Acquisition, the
contents of this announcement, or any other matter, transaction or arrangement
referred to in this announcement. Neither Shore Capital and Corporate Limited
nor Shore Capital Stockbrokers Limited, nor  any  of their subsidiaries,
branches or  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 Shore Capital in  connection  with  this
announcement,  any  statement contained herein, any transaction or
arrangement referred to herein, or otherwise.

Overseas Shareholders

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and/or regulations.
No action has been taken by Epwin, Laumann or Laumann UK to obtain any
approval, authorisation or exemption to permit the possession or distribution
of this announcement in any jurisdiction, other than the United Kingdom.

Unless otherwise determined by Laumann UK or Laumann or required by the
Takeover Code, and permitted by applicable law and regulation, the Acquisition
will not be made available, directly or indirectly, in, into or from 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 no person may vote in favour of the Acquisition by any such
use, means, instrumentality or facility or from within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute a
violation of the laws of that jurisdiction. Accordingly, copies of this
announcement and all documentation relating to the Acquisition are not being,
and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving this
announcement and all documentation relating to the Acquisition (including
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send them in, into or from such jurisdictions where to do so
would violate the laws in those jurisdictions. If the Acquisition is
implemented by way of a Takeover Offer (unless otherwise permitted by
applicable law and regulation), such Takeover Offer may not be made available
directly or indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction.

The availability of the Acquisition to Epwin Shareholders who are not resident
in the United Kingdom (and, in particular, their ability to vote their Scheme
Shares with respect to the Scheme at the Court Meeting, or to appoint another
person as proxy to vote at the Court Meeting on their behalf) may be affected
by the laws of the relevant jurisdictions in which they are resident. Persons
who are not resident in the United Kingdom should inform themselves of, and
observe, any applicable requirements, as any failure to comply with such
requirements may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law, the companies
and persons involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person. The
Acquisition is subject to the applicable requirements of the Takeover Code,
the Panel, the London Stock Exchange, the Financial Conduct Authority and the
AIM Rules.

This announcement does not constitute a prospectus or prospectus exempted
document. The statements contained in this announcement are not to be
construed as legal, business, financial or tax advice.

Additional Information for US Investors

The Acquisition relates to the securities of an English company by means of a
scheme of arrangement provided for under the laws of England and Wales.

A transaction effected by means of a scheme of arrangement is not subject to
shareholder vote, proxy solicitation or tender offer rules under the US
Exchange Act or other requirements of US law. Instead, the Scheme will be
subject to the disclosure requirements and practices applicable in the UK to
schemes of arrangement, which differ from the disclosure requirements and
practices of the US under the US Exchange Act. The financial information
included in the Scheme Document (or, if the Acquisition is to be implemented
by way of a Takeover Offer, the documents to be sent to Epwin Shareholders
which will contain the terms and conditions of such Takeover Offer) has been
or will have been prepared in accordance with accounting standards applicable
in the UK and thus may not be comparable to the financial information of US
companies or companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the US. Generally accepted
accounting principles in the US differ in significant respects from accounting
standard applications in the United Kingdom.

If Laumann UK were to elect to implement the Acquisition by means of a
Takeover Offer and determined to extend such Takeover Offer into the United
States, such Takeover Offer would be made in compliance with all applicable US
laws and regulations, including to the extent applicable Section 14(e) of the
US Exchange Act and Regulation 14E thereunder, and in accordance with the
Takeover Code. Such a takeover would be made in the United States by Laumann
UK and no one else.

The receipt of cash pursuant to the Acquisition by a US holder of Epwin Shares
as consideration for the transfer of its Scheme Shares pursuant to the Scheme
will likely be a taxable transaction for US federal income tax purposes and
under applicable US state and local, as well as foreign and other, tax laws.
Each such Epwin Shareholder is urged to consult their independent professional
adviser immediately regarding the tax consequences of the Acquisition
applicable to him or her. Accordingly, the Acquisition would be subject to
disclosure and other procedural requirements, including with respect to
withdrawal rights, offer timetable, settlement procedures and timing of
payments that are different from those applicable under US domestic tender
offer procedures and law.

It may be difficult for US holders of Epwin Shares to enforce their rights
and any claim arising out of the US federal securities laws, since Epwin is
located in a non-US jurisdiction, and some or all of the Epwin Directors may
be residents of a non-US jurisdiction. US holders of Epwin Shares may not be
able to sue a non-US company or its officers or directors in a non-US court
for violations of the US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to a US
court's judgment.

In accordance with normal UK practice and consistent with Rule 14e-5(b) under
the US Exchange Act, Laumann UK, certain affiliated companies and their
nominees or brokers (acting as agents) may make certain purchases of, or
arrangements to purchase, shares in Epwin outside of the US, other than
pursuant to the Acquisition, until the date on which the Acquisition and/or
Scheme becomes Effective, lapses or is otherwise withdrawn. If such purchases
or arrangements to purchase were to be made, they would occur either in the
open market at prevailing prices or in private transactions at negotiated
prices and comply with applicable law, including to the extent applicable the
US Exchange Act. Any information about such purchases or arrangements to
purchase will be disclosed as required in the UK, will be reported to the
Regulatory Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com.

In accordance with the Takeover Code, normal United Kingdom market practice
and Rule 14e-5(b) of the US Exchange Act, Shore Capital and its affiliates
will continue to act as an exempt principal trader in Epwin 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 Takeover Code will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website at
www.londonstockexchange.com.

Neither the US Securities and Exchange Commission, nor any US state securities
commission or any securities commission of other jurisdictions, has approved
or disapproved the Acquisition, passed judgement upon the fairness or the
merits of the Acquisition, or passed judgement upon the adequacy or accuracy
of this announcement or the Scheme Document. Any representation to the
contrary may be a criminal offence in the United States.

Forward-looking statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Laumann UK, Laumann and Epwin contain certain
statements, beliefs or opinions, which are, or may be deemed to be, forward
looking statements with respect to the financial condition, results of
operations and business of Laumann UK, Laumann and Epwin or the Epwin 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", "envisage",
"estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue",
"will", "may", "should", "would", "could", or other words of similar meaning.
These statements are based on assumptions and assessments made by Epwin,
and/or Laumann UK and Laumann, in light of their experience and their
perception of historical trends, current conditions, future developments and
other factors they believe appropriate. By their nature, forward-looking
statements involve risk and uncertainty, because they relate to events and
depend on circumstances that will occur in the future and the factors
described in the context of such forward-looking statements in this
announcement could cause actual results and developments to differ materially
from those expressed in or implied by such forward-looking statements.
Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be given by
Laumann UK, Laumann and Epwin that such expectations will prove to have been
correct and you are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
announcement. Neither Epwin nor Laumann UK and Laumann assumes any obligation
and Laumann UK, Laumann and Epwin disclaim any intention or obligation, to
update or correct the information contained in this announcement (whether as a
result of new information, future events or otherwise), except as required by
applicable law or regulation (including under the AIM Rules and the Disclosure
Guidance and Transparency Rules of the FCA).

No profit forecasts or estimates or Quantified Financial Benefits Statements

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

Dealing and Opening Position Disclosure Requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover 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 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 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 Takeover 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
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 Takeover 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 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.

Capitalised terms are defined in the Takeover Code, which can also be found on
the Panel's website. If you are in any doubt as to whether or not you are
required to make a disclosure under Rule 8, you should consult the Panel.

 Publication on website

A copy of this announcement and the documents required to be published by Rule
26 of the Takeover Code will be made available (subject to certain
restrictions relating to persons resident in Restricted Jurisdictions), free
of charge, on Epwin's website at
https://investors.epwin.co.uk/announcement-offer.aspx and on Laumann's website
at https://www.laumann-group.com by no later than 12.00 noon on 1 September
2025. 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.

Availability of hard copies

Pursuant to Rule 30.3 of the Takeover Code, a person so entitled may request a
copy of the Scheme Document and any information incorporated into it by
reference to another source in hard copy form. A person may also request that
all future documents, announcements and information to be sent to that person
in relation to the Acquisition should be in hard copy form. For persons who
have received a copy of the Scheme Document in electronic form or via a
website notification, a hard copy of the Scheme Document will not be sent
unless so requested by contacting the Registrar of Epwin, MUFG Corporate
Markets.

You may request a hard copy of this announcement, and all future documents,
announcements and information in relation to the Acquisition, by writing to
MUFG Corporate Markets, Corporate Actions, Central Square, 29 Wellington
Street, Leeds LS1 4DL United Kingdom or by calling between 9.00 a.m. and 5.30
p.m. on Monday to Friday (excluding public holidays in England and Wales) on
+44 (0) 371 664 0321. Calls to this number are charged at the standard
geographic rate and will vary by provider or, in the case of calls from
outside the UK, at the applicable international rate. Calls from a mobile
device may incur network extras. Alternatively, you can email MUFG Corporate
Markets at shareholderenquiries@cm.mpms.mufg.com
(mailto:shareholderenquiries@cm.mpms.mufg.com) . Please note that MUFG
Corporate Markets cannot provide any financial, legal or tax advice and calls
may be recorded and monitored for security and training purposes.

Scheme process

In accordance with Section 5 of Appendix 7 to the Takeover Code, Epwin will
announce through a Regulatory Information Service key events in
the Scheme process including the outcomes of the Meetings and the Court
Hearing.

Unless otherwise consented to by the Court (if required) and the Panel, any
modification or revision to the Scheme will be made no later than the date
which is 14 days prior to the Meetings (or any later date to which such
Meetings are adjourned).

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

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