REG - Laumann Group Epwin Group PLC - Disclosure under Rule 2.10(c) of the Takeover Code

EpwinAnnouncement

15/08/2025 14:45

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RNS Number : 5879V  Laumann Group  15 August 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

FOR IMMEDIATE RELEASE

15 August 2025

Disclosure under Rule 2.10(c) of the Takeover Code in respect of the

RECOMMENDED CASH ACQUISITION

of

Epwin Group plc ("Epwin")

by

Laumann Group UK Limited ("Laumann UK")

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

 

Update on Letter of Intent given by Otus Capital Management Limited

On 7 August 2025 the boards of Epwin and Laumann UK made an announcement
pursuant to Rule 2.7 of the Takeover Code (the "Announcement") of a
recommended all-cash acquisition pursuant to which Laumann UK will acquire the
entire issued and to be issued ordinary share capital of Epwin (the
"Acquisition"), intended to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act (the "Scheme").

As set out in Appendix 3 to the Announcement, Laumann UK had received a letter
of intent from Otus Capital Management Limited ("Otus") to vote in favour of
the Scheme at the Court Meeting and to vote in favour of the Special
Resolution to be proposed at the General Meeting, in respect of a total of
6,482,153 Epwin Shares, representing approximately 4.77 per cent. of the
issued ordinary share capital of Epwin as at 6 August 2025, being the Latest
Practicable Date prior to the Announcement (the "Otus Letter of Intent").

Under the Otus Letter of Intent, Otus is permitted to sell, acquire or
otherwise deal in Epwin Shares at any time.

On 15 August 2025, Optus confirmed that it had made a sale of 1,448,559 Epwin
Shares that were subject to the Otus Letter of Intent (the "15 August Epwin
Share Sale").

As a result, following completion of the 15 August Epwin Share Sale:

·      the total number of Epwin Shares which are subject to the Otus
Letter of Intent has reduced to 5,033,594 Epwin Shares; and

·      the total number of Epwin Shares which are subject to irrevocable
undertakings and a letter of intent has reduced to 46,349,170 Epwin Shares,
representing approximately 34.08 per cent. of the issued share capital of
Epwin as at close of business on 14 August 2025, being the last business date
prior to this announcement.

Unless otherwise defined in this announcement, capitalised words and phrases
used in this announcement shall have the same meanings given to them in the
Announcement.

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

                              Reg Hoare

Mathew Taylor

Finn Taylor
 Important notices relating to financial advisers

 Houlihan Lokey UK Limited ("Houlihan Lokey"), which is authorised and
 regulated in the United Kingdom by the Financial Conduct Authority, 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 or
 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

 Further information

 This Announcement is for information purposes only and is not intended to, and
 does not, constitute or form part of any offer or inducement to sell or an
 invitation to purchase, otherwise acquire, subscribe for, sell or otherwise
 dispose of, any securities or the solicitation of an offer to buy any
 securities, any vote or approval in any jurisdiction pursuant to the
 Acquisition or otherwise. The Acquisition will be implemented solely pursuant
 to the terms of the Scheme Document (or, if the Acquisition is implemented by
 way of an Offer, the Offer Document), which will contain the full terms and
 conditions of the Acquisition, including details of what action is required
 from Epwin Shareholders in respect of the Acquisition. Any decision in respect
 of, or other response to, the Acquisition should be made only on the basis of
 the information in the Scheme Document (or, if the Acquisition is implemented
 by way of an Offer, the Offer Document).

 Epwin and Laumann UK shall prepare the Scheme Document (or, if the Acquisition
 is implemented by way of an Offer, the Offer Document) to be distributed to
 Epwin Shareholders. Epwin and Laumann UK urge Epwin Shareholders to read the
 Scheme Document in its entirety (or, if the Acquisition is implemented by way
 of an Offer, the Offer Document) when it becomes available because it will
 contain important information relating to the Acquisition including details of
 how to vote in respect of the Scheme.

 This Announcement does not constitute a prospectus or 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 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 not, from another appropriately authorised independent financial
 adviser.

 Overseas Shareholders

 The release, publication or distribution of this Announcement in jurisdictions
 other than the United Kingdom may be restricted by law and/or regulation.  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 in the United Kingdom.

 The implications of the Scheme and the Acquisition for Overseas Shareholders
 may be affected by the laws and/or regulations of jurisdictions outside the
 United Kingdom.  Overseas Shareholders should inform themselves about, and
 observe, any applicable legal or regulatory requirements.  It is the
 responsibility of any Overseas Shareholders to satisfy themselves as to the
 full observance of the laws and regulations of the relevant jurisdiction in
 connection therewith, including the obtaining of any governmental, exchange
 control or other consents which may be required, the compliance with other
 necessary formalities and the payment of any issue, transfer or other taxes or
 duties or payments due in such jurisdiction.  Any failure to comply with such
 restrictions or requirements may constitute a violation of the securities laws
 of any such jurisdiction.

 This Announcement has been prepared for the purposes of complying with English
 law, the Code and the AIM Rules 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 and regulations of any jurisdiction
 outside the United Kingdom.

 Further details in relation to Overseas Shareholders will be set out in the
 Scheme Document.

 Notice to US holders of Epwin Shares

 Neither the United States Securities and Exchange Commission nor any other US
 federal or state securities commission or regulatory authority has reviewed,
 approved or disapproved this Announcement, any of the proposals described in
 this Announcement or passed an opinion on the accuracy or the adequacy of this
 Announcement.  Any representation to the contrary is a criminal offence in
 the United States.

 The Acquisition relates to shares of an English company and is proposed to be
 implemented by means of a scheme of arrangement under the laws of England and
 Wales.  A transaction implemented by means of a scheme of arrangement is not
 subject to the proxy solicitation or tender offer rules under the US Exchange
 Act.  Accordingly, the Scheme is subject to the disclosure requirements,
 rules and practices applicable in the United Kingdom to schemes of
 arrangement, which differ from the requirements of the US proxy solicitation
 and tender offer rules.  However, if Laumann UK exercises its right with the
 consent of the Panel (and subject to the terms of the Co-operation Agreement)
 to implement the Acquisition by means of an Offer, such Offer will be made in
 compliance with all applicable laws and regulations, including Section 14(e)
 of the US Exchange Act and Regulation 14E thereunder.  Such an Offer would be
 made in the United States by Laumann UK and no one else.  In addition to any
 such Offer, Laumann UK, certain affiliated companies and the nominees or
 brokers (acting as agents) may make certain purchases of, or arrangements to
 purchase, shares in Epwin outside such Offer during the period in which such
 Offer would remain open for acceptance.  If such purchases or arrangements to
 purchase were to be made they would be made outside of the United States and
 would comply with applicable law and regulation, including the US Exchange
 Act.  Any information about such purchases will be disclosed as required in
 the UK, will be reported to a Regulatory Information Service and will be
 available on the London Stock Exchange website www.londonstockexchange.com.

 It may be difficult for US Epwin Shareholders to enforce their rights and
 claims arising out of the US federal securities laws, since Laumann UK and
 Epwin are located in countries other than the United States, and some or all
 of their officers and directors may be residents of countries other than the
 United States.  US Epwin Shareholders 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 pursuant to Rule 14e-15(b) of the US
 Exchange Act, Laumann UK, certain affiliated companies and the nominees and
 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 the 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 and regulation, including the US Exchange Act.
 Any information about such purchases or arrangements to purchase will be
 disclosed as required in the United Kingdom, will be reported to a Regulatory
 Information Service and will be available on the London Stock Exchange website
 www.londonstockexchange.com (http://www.londonstockexchange.com) .

 Dealing and opening position disclosure requirements

 Under Rule 8.3(a) of the Takeover Code, any person who is interested in one
 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 one 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, 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 (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 a website

 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.

 

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