REG - Epwin Group PLC Laumann Group - Scheme of Arrangement Becomes Effective

EpwinAnnouncement

Yesterday 11:30

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RNS Number : 5085D  Epwin Group PLC  15 October 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.

 

15 October 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"))

implemented by means of a scheme of arrangement

pursuant to Part 26 of the Companies Act 2006

 

 

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE AND BOARD CHANGES

 

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 has been 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 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").

 

On 25 September 2025, the Scheme was approved by the requisite majority of
Scheme Shareholders at the Court Meeting and the Resolution in connection with
the implementation of the Scheme was passed by the requisite majority of Epwin
Shareholders at the General Meeting.

 

On 13 October 2025, the Court sanctioned the Scheme.

 

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.

 

Scheme Effective

 

The Epwin Board and Laumann UK Board are pleased to announce that the Scheme
has today become Effective in accordance with its terms, following delivery of
the Court Order (together with a copy of the Scheme and all documents required
to be annexed thereto) to the Registrar of Companies, and the entire issued
ordinary share capital of Epwin is now owned by Laumann UK.

 

Settlement of Consideration

Under the terms of the Scheme, Scheme Shareholders on the register of members
of Epwin at the Scheme Record Time, being 6.00p.m on 13 October 2025, are
entitled to receive 120 pence in cash for every Scheme Share held.

Settlement of the consideration to which any Scheme Shareholder is entitled
will be effected by the despatch of a cheque or electronic payment to the
Scheme Shareholder's specified account (for Scheme Shareholders holding Scheme
Shares in certificated form) or the crediting of CREST accounts (for Scheme
Shareholders holding Scheme Shares in uncertificated form) as soon as
practicable and in any event not later than 14 days after the Effective Date,
being 29 October 2025, in the manner set out in the Scheme Document.

 

Board changes

 

As the Scheme has now become Effective, Epwin announces that each of the
non-executive directors of Epwin, being Kathy Callaghan, Shaun Smith and
Stephen Harrison have tendered their resignations and have stepped down from
the Epwin Board with effect from today's date.

 

Suspension and cancellation of trading

 

Trading in Epwin Shares on AIM was suspended with effect from 7.30a.m. today.
Following an application by Epwin to the London Stock Exchange, the
cancellation of the admission to trading of Epwin Shares on AIM is expected to
take effect  at of 7.00a.m. tomorrow, 16 October 2025.

 

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.

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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