REG - Epwin Group PLC Laumann Group - Results of Court Meeting and General Meeting

EpwinAnnouncement

25/09/2025 15:30

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RNS Number : 8781A  Epwin Group PLC  25 September 2025

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.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

FOR IMMEDIATE RELEASE.

 

25 September 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

 

 

RESULTS OF THE COURT MEETING AND THE GENERAL MEETING

 

On 7 August 2025, the Epwin Board and the Laumann UK Board announced that they
had reached agreement on the terms of a recommended cash acquisition pursuant
to which Laumann UK shall acquire the entire issued and to be issued 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").

 

The scheme document in relation to the Scheme, including the notices convening
the Court Meeting and the General Meeting (together, the "Meetings"), together
with the associated Forms of Proxy, in connection with the Acquisition was
published, posted and made available to Epwin Shareholders (other than to
Epwin Shareholders in Restricted Jurisdictions) on 29 August 2025 (the "Scheme
Document").

 

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 times unless
otherwise stated.

 

Results of the Court Meeting and the General Meeting

 

The Epwin Board is pleased to announce that, at the Meetings held earlier
today to consider the resolutions relating to the Acquisition, all resolutions
proposed (details of which are set out in the notices of the Court Meeting and
the General Meeting contained in Parts VIII and Part IX of the Scheme Document
respectively) were passed by the requisite majorities and, accordingly, the
Scheme was approved by Epwin Shareholders.

 

The number of Epwin Shares in issue as at 6.00 p.m. on 23 September 2025,
being the Voting Record Time, was 136,056,192 and no Epwin Shares are held in
treasury.

 

Voting results of the Court Meeting

 

The Court Meeting, convened in accordance with an order of the Court dated 27
August 2025, sought approval from Scheme Shareholders for the Scheme.

 

A majority in number of the Scheme Shareholders who voted (either in person or
by proxy), representing not less than 75 per cent. by value of those Scheme
Shares voted, voted in favour of the resolution to approve the Scheme at the
Court Meeting. Accordingly, the resolution proposed at the Court Meeting was
duly passed.

 

Each Scheme Shareholder was entitled to one vote per Scheme Share held at the
Voting Record Time. Details of the votes cast were as follows:

 

          Scheme Shares voted      Scheme Shareholders who voted     No. of Scheme Shares voted as a % of the Scheme Shares eligible to be voted at
                                                                     the Court Meeting*
          Number       %*          Number**         %*
 For      100,770,106  99.13       40               85.11            74.07
 Against  885,111      0.87        7                14.89            0.65
 Total    101,655,217  100         45               100              74.72

 

Notes:

 

·      * Rounded to two decimal places

·      ** Where a Scheme Shareholder has cast some of their votes "for"
and some of their votes "against" the resolution, such Scheme Shareholder has
been counted as having voted both "for" and "against" the resolution for the
purposes of determining the number of Scheme Shareholders who voted as set out
in this column.

 

Voting results of the General Meeting

 

The General Meeting sought approval for a special resolution for the purpose
of giving effect to the Scheme, re-registration of Epwin as a private limited
company and associated amendments to the articles of association of the
Company (the "Special Resolution"). The Special Resolution was duly passed by
the requisite majority.

 

Details of the votes cast were as follows:

 

                     Votes for           Votes against        No. of Epwin Shares voted as a % of the total number of Epwin Shares in issue  Withheld votes**
                     Number       %*     Number         %*    %*                                                                             Number
 Special Resolution  100,974,769  99.13  889,837        0.87  74.87                                                                          19,406

 

 

Notes:

 

·      * Rounded to two decimal places

·      ** A vote withheld is not a vote in law and is not counted in the
calculation of the proportion of votes 'For' or 'Against' the Resolution.

 

Next steps and timetable

 

The outcome of today's Meetings means that Conditions 2(a) and 2(b) (as set
out in Part III (Conditions to the implementation of the Scheme and to the
Acquisition) of the Scheme Document) have been satisfied.

 

The Acquisition remains subject to the satisfaction or, if appropriate, waiver
of the remaining Conditions and further terms set out in the Scheme Document,
including, amongst other things, the sanction of the Scheme by the Court at
the Court Hearing and the delivery of a copy of the Court Order to the
Registrar of Companies.  The Court Hearing is expected to take place on 13
October 2025.

 

A request will be made to the London Stock Exchange prior to the Effective
Date to cancel the trading in Epwin Shares on AIM with effect from the
Effective Date.

 

It should be noted that the last day of dealings in, and for registration of
transfers of, and disablement in CREST of, Epwin Shares will be the next
business day following the date of the Court Hearing (which is expected to be
14 October 2025) following which Epwin Shares will be temporarily suspended
from the London Stock Exchange.

 

Subject to the Court approving the Scheme and the Court Order being duly
delivered to the Registrar of Companies for registration, it is anticipated
that the Scheme will become Effective on 15 October 2025.

 

The expected timetable of principal events for the implementation of the
Scheme remains as set out in the Scheme Document. If any of the key dates
and/or times set out in this expected timetable change, the revised dates
and/or times will be notified to Epwin Shareholders by issuing an announcement
through a Regulatory Information Service, with such announcement being made
available on Epwin's website at:
https://investors.epwin.co.uk/announcement-offer.aspx
(https://investors.epwin.co.uk/announcement-offer.aspx) .

Advisers

Houlihan Lokey UK Limited is acting as financial adviser to Laumann and
Laumann UK in respect of the Acquisition.  Osborne Clarke LLP is acting as
legal adviser to Laumann and Laumann UK in respect of the Acquisition.

Shore Capital is acting as Financial Adviser and Rule 3 Adviser to Epwin in
respect of the Acquisition.  Eversheds Sutherland (International) LLP is
acting as legal adviser to Epwin in respect of the Acquisition.

Enquiries:

 Laumann and Laumann UK                                                         info@laumann-group.com

 Pascal Heitmar

Michael Alkemeier

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

 Tim Richardson

David Brock
 Epwin Group plc                                                                Via MHP

 Jon Bednall (Chief Executive)

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

 Daniel Bush

Harry Davies-Ball

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

 Dominic King

Nick Searle
 MHP (Epwin's PR advisers)                                                      +44 (0)7885 447944

Epwin@mhpgroup.com
 Reg Hoare

Mathew Taylor

Finn Taylor

The person responsible for arranging the release of this announcement on
behalf of Epwin is Jon Bednall, Chief Executive.

Financial advisers

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 other matter or arrangement referred to in this announcement.  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 Financial Conduct Authority in the United Kingdom, are
acting exclusively for Epwin and no one else in connection with the matters
set out 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 contents of, or any matter
referred to in, this announcement or any transaction or arrangement referred
to herein.  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.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 Code, any person who is, or becomes, interested in 1%
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, 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 Panel's website at
www.thetakeoverpanel.org.uk/disclosure/disclosure-table
(https://www.thetakeoverpanel.org.uk/disclosure/disclosure-table) , 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.

Publication on websites and availability of hard copies

Pursuant to Rule 26.1 of the Code, a copy of this announcement will be
available free of charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, at Laumann's and Epwin's websites at
https://www.laumann-group.com and https://investors.epwin.co.uk respectively
promptly following the publication of this announcement and in any event by no
later than 12 noon on the business day following this announcement until the
end of the Offer Period.

For the avoidance of doubt, the content of the websites referred to above is
not incorporated into and does not form part of this announcement.

Copies of this announcement and all future documents, announcements and
information required to be sent to persons in relation to the Acquisition may
be requested to be received by such persons in hard copy form by writing to
MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds LS1 4DL or
e-mail at: shareholderenquiries@cm.mpms.mufg.com, or by calling MUFG Corporate
Markets on telephone number 0371 664 0321 (from within the UK) or +44 (0) 371
664 0321 (from outside the UK) between 9.00 a.m. and 5.30 p.m., Monday to
Friday (excluding public holidays).

 

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