REG - Laumann Group Epwin Group PLC - Recommended Cash Offer for Epwin Group plc
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RNS Number : 3202U Laumann Group 07 August 2025
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, 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 SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE.
7 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
Summary of the Acquisition
● The Laumann UK Board and the Epwin Board are pleased to
announce that they have reached agreement on the terms and conditions of a
recommended cash acquisition (the "Acquisition") of Epwin by Laumann UK. It
is intended that the Acquisition is to be implemented by means of a
Court-sanctioned scheme of arrangement pursuant to Part 26 of the Act.
● Under the terms of the Acquisition, Epwin Shareholders
will be entitled to receive:
for each Scheme Share held: 120 pence in cash (the "Cash Consideration").
● The Cash Consideration represents a premium of
approximately:
o 31.9 per cent. to the Closing Price of 91.0 pence on 6 August 2025, being
the last business day prior to the date of this Announcement (the "Latest
Practicable Date");
o 25.2 per cent. to the volume weighted average Closing Price of 95.8 pence
for the six months ended on 6 August 2025, being the Latest Practicable Date;
and
o 42.0 per cent. to the Closing Price of 84.5 pence on 17 March 2025, being
the last business day prior to Laumann's initial offer letter to Epwin in
respect of the Acquisition.
● The Acquisition values the entire issued and to be
issued share capital of Epwin at approximately £167.3 million on a fully
diluted basis and implies a post-IFRS 16 enterprise value of approximately
£269.6 million, which equates to a multiple of 6.1 times the post-IFRS 16
Adjusted EBITDA of Epwin for the year ended 31 December 2024.
Background to and reasons for the Acquisition
A strategic priority of Laumann is to enhance its geographic and product
footprint by expansion into additional segments of the building products
industry and by further enhancing its technical, service, and distribution
capabilities. Acquisitions are seen as a key component of this strategy and
the Laumann Board believes that Laumann has consistently demonstrated an
ability to identify, execute and integrate acquisitions, leveraging synergies
and pooling competencies across its global network. The Laumann Board
further believes that this strategic approach reinforces Laumann's position as
an innovative and dependable partner to the international construction
industry.
In the view of the Laumann Board, the Acquisition aligns closely with
Laumann's strategic priorities and will help to accelerate the implementation
of Laumann's growth plans within the UK, as well as unlocking additional
opportunities for operational synergies through sharing know how and technical
infrastructure, scale benefits, and complementary offerings across key
end-markets.
Epwin's product portfolio and market presence have only limited overlap with
Laumann's current operations and the Laumann Board believes that Epwin's
established brands, high quality products, strong customer and supplier
relationships, nationwide network of trade, retail, and installation partners
and track-record of innovation across a range of sectors are highly
complementary to Laumann's existing platform, allowing for the implementation
of a multiband strategy across different routes to the market. In
particular, the Laumann Board believes the Acquisition represents an excellent
opportunity to Laumann for the following reasons:
· Attractive market: Laumann considers the UK to be an attractive
market in which to grow its operations; a core uPVC market with long-term
demand underpinned by consistent RMI activity, a typically active housing
market that should benefit from proposed planning reform and a forthcoming
programme of public investment in social housing and the public estate.
Epwin has built a strong position in its core UK market and the Acquisition
will allow Laumann to accelerate significantly its development in a key target
market outside of continental Europe.
· Established customer relationships: Epwin has deep relationships
across, and with suppliers to, the social housing and new build segments of
the industry, including frameworks and long-term contracts with key regional
and national players within the UK. These relationships are expected to
enhance Laumann's market reach and strengthen its positioning in structurally
growing sectors.
· Specialist product range: Epwin's product range is specialised
and differentiated, with a strong presence in low-maintenance and
energy-efficient building solutions. Its offering includes high-performance
profiles for windows and doors, premium cladding, roofline products, rainwater
and drainage products, decking and prefabricated building components; all
designed to meet the demands and enhanced building regulations of modern
residential, commercial and public sector projects. The overall product
portfolio plays to key themes of sustainability and circular products, thermal
efficiency and modern methods of construction (MMC).
· Minimal existing overlap: Laumann and Epwin are operationally
complementary, with relatively minimal overlap in customer bases and certain
product lines but with the opportunity to strengthen Laumann's position in the
core profile market whilst creating meaningful cross-selling and efficiency
opportunities. Broadening the core brand portfolio should allow the Enlarged
Group to target different market segments.
· Cross selling opportunities: Laumann is expected to be able to
facilitate UK growth in areas such as aluminium profiles and façade systems
by leveraging Epwin's strong relationships in its core market channels. To a
lesser extent, Epwin's product portfolio should be able to benefit from
increased penetration in Laumann's core markets, where Epwin is not present,
through Laumann's existing routes to market and relationships.
· Potential for diversification: The combination of Laumann and
Epwin should enhance diversification opportunities for both businesses,
enabling the development of a 'one-stop-shop' approach to customers with a
compelling product offering and the generation of revenue synergies.
· Operational synergies: Laumann expects to be able to identify
operational synergies, for example through economies of scale in areas such as
purchasing, and by Epwin's utilisation of Laumann's in-house technologies,
such as tools and extrusion dies, rather than external sources.
· A strong management organisation: Epwin has an experienced
management team with a track record of successful growth which the Laumann
Board believes will enhance its management structure in the UK and coordinate
well with Laumann's existing excellent team in the UK. Laumann believes that
the Epwin management team has a strong ethical approach to manufacturing and a
commitment to quality, environmental performance and health & safety
standards, delivering trusted, innovative and certified solutions to
customers, which are shared by Laumann.
· Established distribution network: Epwin's UK distribution
footprint aligns well with Laumann's existing operations and provides
opportunities for channel growth, efficiency improvements, supply chain
optimisation, and co-location benefits. The combination will further
strengthen Laumann's geographic reach across the UK and support future
expansion.
The Laumann Board believes that the combination of Laumann and Epwin will
bring together two highly complementary businesses with aligned values and
compatible cultures. The Enlarged Group is expected to benefit from
increased scale, broader capabilities, and greater resilience across
markets. The Laumann Board believes this creates a strong foundation for
sustainable growth and long-term value creation.
Unanimous recommendation of the Epwin Directors
● The Epwin Directors, who have been so advised by Shore
Capital as to the financial terms of the Acquisition, consider the terms of
the Acquisition to be fair and reasonable. In providing its advice to the
Epwin Directors, Shore Capital has taken into account 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
Code.
● Accordingly, the Epwin Directors intend to recommend
unanimously that Epwin Shareholders vote in favour of the Scheme at the Court
Meeting and the Special Resolution to be proposed at the General Meeting as
those Epwin Directors who hold Epwin Shares have irrevocably undertaken to do
(or to procure to be done) in respect of their own beneficial holdings (and
those of certain connected persons) 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.
Background to and reasons for the Epwin Directors' unanimous recommendation
Background
● The Epwin Shares were admitted to trading on AIM in July
2014 to provide liquidity to existing Epwin Shareholders, whilst enhancing the
Epwin Group's profile, incentivising key employees and enabling Epwin Shares
to be used as currency for acquisitions.
● Since Admission, the Epwin Group has grown and developed
as a leading manufacturer of energy efficient and low maintenance building
products for the RMI, social housing and new build markets in the UK. The
Epwin Group commands a strong position in its core markets and has continually
invested in its operations to improve efficiency, service, product range and
materials capabilities.
● The execution of Epwin's strategy, which is centred
around improving operational leverage and efficiency, product and materials
development, cross-selling and business development, completing
value-enhancing acquisitions and sustainability, has delivered considerable
growth in business performance and returns for Epwin Shareholders.
● Between 31 December 2013 (the end of Epwin's financial
year prior to Admission) and 31 December 2024 (the end of Epwin's latest
financial year), the Epwin Group grew revenues by 27 per cent., from £255
million to £324 million, and pre-IFRS 16 Adjusted EBITDA by 42 per cent.,
from £21.4 million to £30.3 million. Also during that time, more than £88
million has been invested in capital expenditure to expand operations and
drive efficiencies, 13 acquisitions have been completed, and more than £75
million has been returned to Epwin Shareholders in dividends and share
buybacks.
● Notwithstanding a challenging market backdrop, with
subdued end-market demand and rising input costs, Epwin has performed in line
with, or ahead of, the Epwin Board's expectations since the Covid-pandemic in
2020. The Epwin Board remains confident in the outlook for Epwin, with
positive medium and long-term market drivers on account of the poorly
maintained, underinvested and ageing UK housing stock, the shortage of new and
affordable homes, the UK Government's commitment to increase housebuilding, an
increasing concern about quality of social housing and private rental
property, and net zero ambitions driving the need to decarbonise and improve
the energy efficiency of UK homes.
● Whilst the Epwin Directors believe that Epwin has a
strong future as an independent quoted company, they recognise that market
conditions in the building materials sector have been challenging over the
past few years as macro-economic, geopolitical and fiscal events have
influenced end-market activity. The Epwin Board recognises that there are
continuing risks around, and uncertainty as to the timing and trajectory of, a
recovery in end-market demand. The Epwin Board has therefore considered the
Acquisition in the context of the prevailing end-market conditions and
economic risks which have persisted for a number of years.
● The Epwin Board first received an unsolicited
non-binding proposal from Laumann to acquire Epwin in March 2025. Following
discussions and negotiations with Laumann which resulted in a series of
further improved proposals, the Epwin Board and its advisers engaged with
Laumann and its advisers, to provide limited access to due diligence
information on Epwin and access to management.
Reasons for the recommendation
● Having carefully considered and evaluated the
Acquisition and its terms, the Epwin Board believes that it allows Epwin
Shareholders an opportunity to realise their investments in cash and in full
at a significant premium to the Closing Price on the Latest Practicable Date.
● In forming its conclusion to recommend the Acquisition,
the Epwin Board has considered a range of factors, including:
o the Cash Consideration represents an opportunity for Epwin Shareholders to
realise their investments in cash and in full at:
§ a premium of 25.2 per cent. to the volume weighted average Closing Price
for the six months ended on the Latest Practicable Date of 95.8 pence; and
§ a premium of 31.9 per cent. to the Closing Price of 91.0 pence on the
Latest Practicable Date;
o the Acquisition provides Epwin Shareholders with liquidity at a price
which is above the highest Closing Price of an Epwin Share since May 2017,
more than eight years ago;
o the valuation multiple implied by the Acquisition of 6.1 times Epwin's
2024 post-IFRS 16 Adjusted EBITDA is consistent with recent transaction
multiples in Epwin's segment of the building materials sector;
o Epwin's AIM quotation has been effective in facilitating acquisition
activity through the use of share-based consideration and incentivising
Epwin's employees. However, the Epwin Board is cognisant that stock market
conditions for small and mid-sized companies have been challenging for a
number of years and the level of liquidity in Epwin Shares has been limited.
The average daily trading volume in Epwin Shares over the last 12 months to
6 August 2025 has represented 0.1 per cent. of Epwin's current issued share
capital with the most significant purchaser of Epwin Shares over the last 18
months being Epwin itself. The restricted average daily trading volumes in
Epwin Shares, together with difficult prevailing stock market conditions, may
prove an obstacle in attracting major new investors which in turn means that
significant Epwin Shareholders may not otherwise be presented with an
opportunity to realise their investments in the near-term at the level
proposed under the Acquisition;
o whilst the Epwin Board remains confident in Epwin's future as an
independent company, it recognises the risks associated with the
macro-economic, fiscal and geopolitical environment, and the uncertainty
regarding the timing and trajectory of a recovery in RMI and new build market
demand; each of which have had a bearing on the value of Epwin Shares at times
in recent years. The Epwin Board notes that the Acquisition provides a
certain value opportunity for Epwin Shareholders at a valuation that the Epwin
Board considers reasonable in view of these risks; and
o that Epwin Shareholders, representing in aggregate approximately 35.2 per
cent. of Epwin's existing issued share capital, have confirmed or indicated
their support for the Acquisition by providing irrevocable undertakings and
the letter of intent to vote in favour of the Scheme at the Court Meeting and
the Special Resolution to be proposed at the General Meeting (or in the event
that the Acquisition is implemented by way of an Offer, accept such Offer).
● In addition to the financial terms of the Acquisition,
the Epwin Directors have also considered Laumann's stated intentions regarding
its strategic plans for Epwin and the effect of these on the Epwin business,
management, employees and other Epwin stakeholders. The Epwin Directors
believe that Epwin and Laumann are like-minded organisations, with a similar
culture and set of values, and that Laumann would be a stable and supportive
long-term custodian of the Epwin business.
● The Epwin Board notes the limited overlap between the
two businesses' operations and that Laumann intends to retain Epwin as a
separate entity. The Epwin Directors welcome Laumann's intention to maintain
the Epwin Group's locations, management, operations and infrastructure, and
notes that Laumann recognises the success of Epwin is in a large part
dependent on retaining and incentivising the management and employees of
Epwin. The Epwin Board is encouraged that Laumann has not identified
specific requirements to make material headcount reductions and notes
Laumann's intention not to make material changes to the conditions of
employment of Epwin management or employees, as well as its intention to fully
safeguard existing statutory employment rights. The Epwin Board believes
that being part of the Enlarged Group could provide the potential for Epwin to
take advantage of certain scale, technical and commercial opportunities that
may be presented as part of a larger business.
Irrevocable Undertakings and Letter of Intent
● As noted above, 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 a total of 6,482,153 Epwin Shares,
representing approximately 4.8 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 47,797,729 Epwin
Shares representing, in aggregate, approximately 35.2 per cent. of the entire
existing issued share capital of Epwin as at the Latest Practicable Date.
● Further details of these irrevocable undertakings and
letter of intent are set out in Appendix III to this Announcement.
Information on Laumann UK and Laumann
● Laumann is a German limited partnership and the ultimate
parent entity of the Laumann group of companies (the "Laumann Group"), a
leading international provider of construction-related product solutions and
IT services, headquartered in Sendenhorst, Westphalia, Germany.
● Laumann is entirely owned by the Laumann/Hartleif
family, which has owned and run the Laumann Group since Heinrich Laumann
acquired the original Vekaplast business in 1969.
● The Laumann Group's expertise encompasses various
industry solutions from extruded PVC profiles for windows and doors, to
aluminium systems, PVC sheet and façade solutions, high-quality surface
technology and IT consulting. Key businesses within the Laumann Group
include: VEKA Group, which specialises in the development and production of
PVC profiles and products for the building and construction industry; PROCURAL
Group, which specialises in the production of advanced aluminium joinery
systems; Vinylit Fassaden Systems, which specialises in the production of PVC
facade cladding; and celotec, which specialises in the production of
decorative films.
● In the financial year ended 31 December 2024, Laumann
reported audited consolidated revenues of €1.60 billion (2023: €1.65
billion) and EBITDA of €199.1 million (2023: €212.5 million). Laumann's
net assets as at 31 December 2024 were €0.80 billion (2023: €0.73
billion). Further details in relation to Laumann will be contained in the
Scheme Document.
● Laumann UK is a limited company registered in England
and Wales and a wholly-owned, indirect subsidiary of Laumann. Further
details in relation to Laumann UK will be contained in the Scheme Document.
Information on Epwin
● Epwin is a leading vertically integrated, UK-based
manufacturer of energy efficient and low maintenance building products,
supplying products and services with strong inherent sustainability
credentials into the RMI, new build and social housing sectors.
● Epwin operates through two divisions: Extrusion &
Moulding and Fabrication & Distribution. The Extrusion & Moulding
segment covers the upstream manufacturing activities and Epwin is one of the
UK's largest manufacturers of extruded window profile, cellular roofline and
cladding, rainwater, drainage, decking systems, GRP building components and
PVC recyclate. The Fabrication & Distribution segment covers the
downstream activities and includes the national network of plastic
distribution outlets and window stores, fabrication of the Epwin Group's
window and door profile systems and the decking design and installation
businesses.
● The Epwin Group has been operating for almost 50 years,
has more than 2,100 employees across 100+ locations and produces over 60,000
tonnes of PVC, aluminium, GRP and composite products annually.
● For the year ended 31 December 2024, Epwin reported
revenue of £324.0 million and underlying operating profit of £26.2 million.
Structure, timetable and Conditions
● It is intended that the Acquisition will be implemented
by way of a scheme of arrangement under Part 26 of the Act (although Laumann
UK reserves the right to implement the Acquisition by way of an Offer, subject
to the Panel's consent and the terms of the Co-operation Agreement (as defined
below)).
● The Acquisition is conditional on, among other things,
the approval of the requisite majority of Epwin Shareholders at the Court
Meeting and at the General Meeting. In order to become Effective, the Scheme
must be approved by a majority in number of Scheme Shareholders voting at the
Court Meeting, either in person or by proxy, representing at least 75 per
cent. in value of the Epwin Shares voted. In addition, a special resolution
implementing the Scheme must be passed by Epwin Shareholders representing at
least 75 per cent. of votes cast at the General Meeting. Following the Court
Meeting, the Scheme must also be sanctioned by the Court.
● The Acquisition is also subject to the Conditions and
further terms set out in Appendix I to this Announcement, as well as the
further terms and conditions of the Scheme Document when issued.
● Further details about the Acquisition (including the
expected timetable and notices of the Court Meeting and the General Meeting)
will be contained in the Scheme Document that will be distributed to Epwin
Shareholders (along with the Forms of Proxy for use in connection with the
Court Meeting and the General Meeting) as soon as reasonably practicable and,
in any event, within 28 days of this Announcement (unless otherwise agreed by
the Panel, Laumann UK and Epwin).
● If, on or after the date of this Announcement and prior
to the Scheme becoming Effective, any dividend and/or other distribution
and/or other return of capital is announced, declared or paid in respect of
the Epwin Shares, Laumann UK reserves the right to reduce the Cash
Consideration by an amount up to the amount of such dividend and/or
distribution and/or return of capital so announced, declared or paid, in which
case any reference in this Announcement or the Scheme Document to the Cash
Consideration for the Epwin Shares will be deemed to be a reference to the
Cash Consideration as so reduced. In such circumstances, Epwin Shareholders
would be entitled to retain any such dividend, distribution and/or other
return of capital or value.
● The Acquisition is currently expected to complete in the
fourth quarter of 2025, subject to the satisfaction or waiver of the
Conditions. An expected timetable of key events relating to the Acquisition
will be set out in the Scheme Document.
Commenting on the Acquisition, Andreas Hartleif and Pascal Heitmar, directors
of the management board of Laumann, said:
"We are delighted to announce the offer for Epwin and are excited about the
potential that such a complementary business can bring to the Enlarged Group
as we expand in the important UK market. We have long admired Epwin and its
senior management team and look forward to welcoming them into the Laumann
group's family."
Commenting on the Acquisition, Stephen Harrison, Chairman of Epwin, said:
"In the 11 years since IPO, substantial strategic progress has been made in
growing and developing the Epwin Group, which has allowed it to deliver
consistently strong performances whilst successfully navigating a range of
market and macro-economic challenges. It is a testament to the hard work of
the management team and all of our people that Epwin is strategically
positioned for future success, with well-managed operations, experienced
people, a leading product portfolio and a strong balance sheet. It has been
a great pleasure to have had the opportunity to contribute to Epwin's
development over the last few years.
"The Acquisition recognises the strengths of the Epwin business, allowing
shareholders the opportunity to realise their investments in cash and in full
at a higher level than the Epwin Shares have traded in more than eight years,
whilst providing Epwin with a stable and supportive new owner, committed to
the continuity of the business, strategy and approach. Following careful
consideration, as a board we have unanimously concluded that the Acquisition
is in the interests of our key stakeholders."
This summary should be read in conjunction with, and is subject to, the full
text of the following Announcement, including the Appendices to it. The
Acquisition will be subject to the Conditions and the further terms set out in
Appendix I to this Announcement and to the full terms and Conditions which
will be set out in the Scheme Document. Appendix II to this Announcement
contains the bases and sources of certain information used in this summary and
in the following Announcement. Appendix III to this Announcement contains a
summary of the irrevocable undertakings and letter of intent received by
Laumann UK in connection with the Acquisition. Appendix IV contains
definitions of certain terms used in this Announcement.
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 Laumann UK is Pascal Heitmar, a director of Laumann UK. The person
responsible for arranging the release of this Announcement on behalf of Epwin
is Jon Bednall, Chief Executive.
Important notices
This Announcement is for information purposes only. It does not constitute
an offer or form part of any offer or an invitation to purchase, subscribe
for, sell or issue, any securities or a solicitation of any offer to purchase,
subscribe for, sell or issue any securities pursuant to this Announcement or
otherwise in any jurisdiction in which such offer or solicitation is
unlawful. This Announcement does not comprise a prospectus or a prospectus
exempted document. The Acquisition will be made solely by means of the
Scheme Document (or, if the Acquisition is, with the consent of the Panel (and
subject to the terms of the Co-operation Agreement), implemented by way of an
Offer, the Offer Document) which will contain the full terms and Conditions of
the Acquisition, including details of how to vote in favour of the Scheme at
the Court Meeting and the Special Resolution to be proposed at the General
Meeting.
The Scheme Document will be published and sent to Epwin Shareholders (other
than Epwin Shareholders in Restricted Jurisdictions) and, for information
only, to participants in the Epwin Share Plans as soon as practicable and, in
any event, within 28 days of this Announcement (or such later date as Laumann
UK, Epwin and the Panel may agree).
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.
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/) .
No profit forecasts or estimates or quantified financial benefits statements
No statement in this Announcement is intended 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 share for Laumann UK 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 or Epwin, as appropriate.
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.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Code, Epwin confirms that, as at the Latest
Practicable Date, it has 135,925,824 Epwin Shares in issue. Epwin holds no
shares in treasury. The International Securities Identification Number for
the Epwin Shares is GB00BNGY4Y86.
Cautionary note regarding forward looking statements
This Announcement contains certain statements which are, or may be deemed to
be, forward looking statements with respect to the financial condition,
results of operations and business of Epwin or the Epwin Group and Laumann UK
or the Laumann and certain plans and objectives of the Epwin Board, the
Laumann Board and the Laumann UK Board. These forward looking statements can
be identified by the fact that they do not relate to historical or current
facts. Forward looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal", "believe", "will",
"may", "should", "would", "could" or other words of similar meaning. These
statements are based on assumptions and assessments made by the Epwin Board,
the Laumann Board and the Laumann UK Board in the light of their experience
and their perception of historical trends, current conditions, expected future
developments and other factors they believe appropriate. By their nature,
forward looking statements involve risk and uncertainty 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.
Should one or more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary materially
from those described in this Announcement. Except as required by the Panel,
the FCA, the London Stock Exchange, the AIM Rules, or any other applicable law
and/or regulation, Epwin and, Laumann UK and Laumann assume no obligation to
update or correct the information contained in this Announcement.
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.
Electronic communications
Epwin Shareholders should note that addresses, electronic addresses and
certain other information provided by them and other relevant persons for the
receipt of communications from Epwin may be provided to Laumann UK and Laumann
during the Offer Period as required under section 4 of Appendix 4 to the Code
to comply with Rule 2.11(c) of the Code.
Publication on websites and availability of hard copies
Pursuant to Rule 26.1 of the Code, a copy of this Announcement and other
documents in connection with the Acquisition 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 0300 (from within the UK) or +44 (0) 371
664 0300 (from outside the UK) between 9.00 a.m. and 5.30 p.m., Monday to
Friday (excluding public holidays).
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.
Time
All references to time in this Announcement are to London time, unless
otherwise stated.
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.
7 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
1. Introduction
The Laumann UK Board and the Epwin Board are pleased to announce that they
have reached agreement on the terms and conditions of a recommended cash
acquisition of the entire issued and to be issued share capital of Epwin by
Laumann UK, proposed to be implemented by means of a Court-sanctioned scheme
of arrangement between Epwin and its shareholders pursuant to Part 26 of the
Act.
2. The Acquisition
Under the terms of the Acquisition, which will be subject to the Conditions
and the further terms set out in Appendix I to this Announcement and the full
terms and Conditions to be set out in the Scheme Document, Scheme Shareholders
on the register of members of Epwin at the Scheme Record Time will be entitled
to receive:
for each Scheme Share held: 120 pence in cash (the "Cash Consideration").
The Cash Consideration represents a premium of approximately:
● 31.9 per cent. to the Closing Price of 91.0 pence on 6
August 2025, being the Latest Practicable Date;
● 25.2 per cent. to the volume weighted average Closing
Price of 95.8 pence for the six months ended on the Latest Practicable Date;
and
● 42.0 per cent. to the Closing Price of 84.5 pence on 17
March 2025, being the last business day prior to Laumann's initial offer
letter to Epwin in respect of the Acquisition.
The Acquisition values Epwin's entire existing issued and to be issued share
capital at approximately £167.3 million on a fully diluted basis and implies
a post-IFRS 16 enterprise value of approximately £269.6 million, which
equates to a multiple of 6.1 times the post-IFRS 16 Adjusted EBITDA of Epwin
for the year ended 31 December 2024.
If, on or after the date of this Announcement and prior to the Scheme becoming
Effective, any dividend and/or other distribution and/or other return of
capital is announced, declared or paid in respect of the Epwin Shares, Laumann
UK reserves the right to reduce the Cash Consideration by an amount up to the
amount of such dividend and/or distribution and/or return of capital so
announced, declared or paid, in which case any reference in this Announcement
or the Scheme Document to the Cash Consideration for the Epwin Shares will be
deemed to be a reference to the Cash Consideration as so reduced. In such
circumstances, Epwin Shareholders would be entitled to retain any such
dividend, distribution and/or other return of capital or value. For the
avoidance of doubt, any payments made in cash or by way of the delivery of
shares on the vesting of awards calculated by reference to dividends accrued
in respect of those underlying vested shares are not to be construed as a
dividend, distribution or return of capital for these purposes.
Details of the Conditions and certain further terms of the Acquisition are set
out below and in Appendix I to this Announcement.
3. 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 a total of 6,482,153 Epwin Shares, representing approximately 4.8
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 47,797,729 Epwin Shares representing, in
aggregate, approximately 35.2 per cent. of the entire existing issued share
capital of Epwin as at the Latest Practicable Date.
Further details of these irrevocable undertakings and the letter of intent are
set out in Appendix III to this Announcement.
4. Information on Laumann and Laumann UK
Laumann is a German limited partnership and the ultimate parent entity of the
Laumann group of companies (the "Laumann Group"), a leading international
provider of construction-related product solutions and IT services,
headquartered in Sendenhorst, Westphalia, Germany.
Laumann is entirely owned by the Laumann/Hartleif family, which has owned and
run the Laumann Group since Heinrich Laumann acquired the original Vekaplast
business in 1969.
Laumann Group's expertise encompasses various industry solutions from extruded
PVC profiles for windows and doors, to aluminium systems, PVC sheet and
façade solutions, high-quality surface technology and IT consulting. Key
businesses within the Laumann Group include: VEKA Group, which specialises in
the development and production of PVC profiles and products for the building
and construction industry; PROCURAL Group, which specialises in the production
of advanced aluminium joinery systems; Vinylit Fassaden Systems, which
specialises in the production of PVC facade cladding; and celotec, which
specialises in the production of decorative films.
In the financial year ended 31 December 2024, Laumann reported audited
consolidated revenues of €1.60 billion (2023: €1.65 billion) and EBITDA of
€199.1 million (2023: €212.5 million). Laumann's net assets as at 31
December 2024 were €0.80 billion (2023: €0.73 billion).
Further details in relation to Laumann will be contained in the Scheme
Document.
Laumann UK is a limited company registered in England and Wales and a
wholly-owned, indirect subsidiary of Laumann. Further details in relation to
Laumann UK will be contained in the Scheme Document.
5. Information on Epwin
Epwin is a public limited company registered in England and Wales and was
incorporated on 16 August 2011. The Epwin Shares have been admitted to
trading on AIM since 24 July 2014.
Epwin is a leading vertically integrated, UK-based manufacturer of energy
efficient and low maintenance building products, supplying products and
services with strong inherent sustainability credentials into the RMI, new
build and social housing sectors.
Epwin operates through two divisions: Extrusion & Moulding and Fabrication
& Distribution. The Extrusion & Moulding segment covers the upstream
manufacturing activities and Epwin is one of the UK's largest manufacturers of
extruded window profile, cellular roofline and cladding, rainwater, drainage,
decking systems, GRP building components and PVC recyclate. The Fabrication
& Distribution segment covers the downstream activities and includes the
national network of plastic distribution outlets and window stores,
fabrication of the Epwin Group's window and door profile systems and the
decking design and installation businesses.
The Epwin Group has been operating for almost 50 years, has more than 2,100
employees across 100+ locations and produces over 60,000 tonnes of PVC,
aluminium, GRP and composite products annually.
For the year ended 31 December 2024, Epwin reported revenue of £324.0 million
and underlying operating profit of £26.2 million.
6. Current trading and prospects of Epwin
As reported in Epwin's annual general meeting trading update on 23 May 2025,
current trading remains in line with the Epwin Board's expectations, with
revenues at the half-year ended 30 June 2025 9 per cent. ahead of the prior
year comparatives.
The Epwin Board remains confident of delivering a full year underlying
operating profit in line with its expectations, despite ongoing economic and
fiscal headwinds and the impact of increases in the national living wage and
employer's national insurance that came into effect in April 2025.
The Epwin Group retains a strong balance sheet with covenant net debt as at 30
June 2025 of £19.0 million (31 December 2024: £15.4 million), equivalent to
0.6 times pre-IFRS 16 Adjusted EBITDA, having paid a final dividend in 2024 of
£4.3 million and purchased £2.4 million of shares under the share buy-back
programme in the first half of 2025. This buy-back programme has now been
completed. The Epwin Group retains £55 million of headroom under its
facilities to support its strategic objectives, including value enhancing
acquisitions.
The Epwin Group's broad product range, diverse customer base and well-invested
operations, together with longstanding supplier relationships and a strong
balance sheet, continue to underpin the resilience of its business model and
ability to navigate market conditions effectively. The Epwin Group has
continued to make strategic progress in the period.
The medium to long-term drivers of the Epwin Group's end markets remain
positive. The UK continues to face a shortage of new and affordable homes,
with the UK Government committed to increasing housing supply. At the same
time, UK housing stock is ageing, poorly maintained and underinvested,
alongside growing concern about the quality of social housing and private
rental properties. Net zero is driving the need to decarbonise the UK housing
stock and improve the energy efficiency of homes, with the Epwin Group
well-positioned to support actions being undertaken to address these issues
through its product offering.
7. Background to and reasons for the Acquisition
A strategic priority of Laumann is to enhance its geographic and product
footprint by expansion into additional segments of the building products
industry and by further enhancing its technical, service, and distribution
capabilities. Acquisitions are seen as a key component of this strategy and
the Laumann Board believes that Laumann has consistently demonstrated an
ability to identify, execute and integrate acquisitions, leveraging synergies
and pooling competencies across its global network. The Laumann Board
further believes that this strategic approach reinforces Laumann's position as
an innovative and dependable partner to the international construction
industry.
In the view of the Laumann Board, the Acquisition aligns closely with
Laumann's strategic priorities and will help to accelerate the implementation
of Laumann's growth plans within the UK, as well as unlocking additional
opportunities for operational synergies through sharing know how and technical
infrastructure, scale benefits, and complementary offerings across key
end-markets.
Epwin's product portfolio and market presence have only limited overlap with
Laumann's current operations and the Laumann Board believes that Epwin's
established brands, high quality products, strong customer and supplier
relationships, nationwide network of trade, retail, and installation partners
and track-record of innovation across a range of sectors are highly
complementary to Laumann's existing platform, allowing for the implementation
of a multiband strategy across different routes to the market. In
particular, the Laumann Board believes the Acquisition represents an excellent
opportunity to Laumann for the following reasons:
· Attractive market: Laumann considers the UK to be an attractive
market in which to grow its operations; a core uPVC market with long-term
demand underpinned by consistent RMI activity, a typically active housing
market that should benefit from proposed planning reform and a forthcoming
programme of public investment in social housing and the public estate.
Epwin has built a strong position in its core UK market and the Acquisition
will allow Laumann to accelerate significantly its development in a key target
market outside of continental Europe.
· Established customer relationships: Epwin has deep relationships
across, and with suppliers to, the social housing and new build segments of
the industry, including frameworks and long-term contracts with key regional
and national players within the UK. These relationships are expected to
enhance Laumann's market reach and strengthen its positioning in structurally
growing sectors.
· Specialist product range: Epwin's product range is specialised
and differentiated, with a strong presence in low-maintenance and
energy-efficient building solutions. Its offering includes high-performance
profiles for windows and doors, premium cladding, roofline products, rainwater
and drainage products, decking and prefabricated building components; all
designed to meet the demands and enhanced building regulations of modern
residential, commercial and public sector projects. The overall product
portfolio plays to key themes of sustainability and circular products, thermal
efficiency and modern methods of construction (MMC).
· Minimal existing overlap: Laumann and Epwin are operationally
complementary, with relatively minimal overlap in customer bases and certain
product lines but with the opportunity to strengthen Laumann's position in the
core profile market whilst creating meaningful cross-selling and efficiency
opportunities. Broadening the core brand portfolio should allow the Enlarged
Group to target different market segments.
· Cross selling opportunities: Laumann is expected to be able to
facilitate UK growth in areas such as aluminium profiles and façade systems
by leveraging Epwin's strong relationships in its core market channels. To a
lesser extent, Epwin's product portfolio should be able to benefit from
increased penetration in Laumann's core markets, where Epwin is not present,
through Laumann's existing routes to market and relationships.
· Potential for diversification: The combination of Laumann and
Epwin should enhance diversification opportunities for both businesses,
enabling the development of a 'one-stop-shop' approach to customers with a
compelling product offering and the generation of revenue synergies.
· Operational synergies: Laumann expects to be able to identify
operational synergies, for example through economies of scale in areas such as
purchasing, and by Epwin's utilisation of Laumann's in-house technologies,
such as tools and extrusion dies, rather than external sources.
· A strong management organisation: Epwin has an experienced
management team with a track record of successful growth which the Laumann
Board believes will enhance its management structure in the UK and coordinate
well with Laumann's existing excellent team in the UK. Laumann believes that
the Epwin management team has a strong ethical approach to manufacturing and a
commitment to quality, environmental performance and health & safety
standards, delivering trusted, innovative and certified solutions to
customers, which are shared by Laumann.
· Established distribution network: Epwin's UK distribution
footprint aligns well with Laumann's existing operations and provides
opportunities for channel growth, efficiency improvements, supply chain
optimisation, and co-location benefits. The combination will further
strengthen Laumann's geographic reach across the UK and support future
expansion.
The Laumann Board believes that the combination of Laumann and Epwin will
bring together two highly complementary businesses with aligned values and
compatible cultures. The Enlarged Group is expected to benefit from
increased scale, broader capabilities, and greater resilience across
markets. The Laumann Board believes this creates a strong foundation for
sustainable growth and long-term value creation.
8. Intentions of Laumann UK and Laumann
Strategic plans for Epwin
As set out in paragraph 7 above, the Laumann Board believes that the
Acquisition has a compelling strategic rationale which can add material value
to the Enlarged Group.
The Laumann Board believes Epwin is very complementary to Laumann's existing
platform from a geographic and product perspective, with only limited overlap
with its current operations and the potential to accelerate the delivery of
its expansion strategy in the UK. It is, therefore, the Laumann Board's
intention to retain Epwin as a separate entity, maintaining its management,
locations, operations and infrastructure whilst also enabling it to benefit
from the increased scale, broader capabilities and market access available as
part of the Enlarged Group. Whilst there is the potential for certain cost
saving, for example as a result of Epwin no longer being quoted, the Laumann
Board is more focussed on the potential to generate revenue synergies and
cross selling opportunities within the Enlarged Group.
Prior to this Announcement, consistent with market practice, Laumann has been
granted customary access to Epwin's senior management and certain company
information for the purposes of acquisition level business due diligence. As
a result of such diligence, Laumann has been able to develop a preliminary
strategy in relation to the ongoing operations at Epwin. Following the
Effective Date, Laumann intends to work with Epwin senior management to
develop further this preliminary strategy as part of a comprehensive
evaluation of Epwin and its operations (the "Evaluation"). During the
Evaluation, Laumann will seek to validate the assumptions underlying its
acquisition thesis and assess how Epwin can operate most effectively and
efficiently within the context of the Enlarged Group. Laumann expects that
the Evaluation will be completed within six months of the Effective Date.
Directors, management and employees
Laumann attaches great importance to the skills and experience of Epwin's
management and employees and recognises the important contribution that they
have made to the success of Epwin to date. The Laumann Board believes that
the future success of Epwin within the Enlarged Group is in large part
dependent upon retaining and incentivising the management and employees of
Epwin to work effectively as part of the Enlarged Group, in particular as
Epwin will continue to be run as a separate entity.
As part of the Evaluation, Laumann intends to discuss with, and further draw
upon, Epwin management's experience to gain a full understanding of the
organisation, and the roles and responsibilities of employees within the
business. Whilst certain roles within Epwin may need to be reduced or
re-defined in scope, for example, certain corporate, administrative and
support functions related to Epwin's status as a publicly traded company, the
Laumann Board has not identified any specific requirements for, and does not
intend to make, material headcount reductions at Epwin, albeit acknowledging
the potential for some redeployment of personnel following the Evaluation.
Laumann confirms that it has no intention of making material changes to the
conditions of employment of the Epwin management or employees and intends to
fully safeguard the existing statutory employment rights, including pension
rights, of all of Epwin management and employees.
It is intended that, upon the Acquisition becoming Effective, each of Epwin's
Non-Executive Directors shall resign from their office as a director of Epwin.
Management incentivisation arrangements
Laumann has not entered into, and has not had discussions on the terms of, any
form of incentivisation arrangement with members of Epwin's management. Any
discussions with Epwin's management about the terms, content, scope or form of
such incentivisation arrangements will not take place until after the
Effective Date.
Laumann may have such discussions with certain members of the Epwin management
team following the Effective Date in order that it may put in place incentive
arrangements to achieve short-term and long-term objectives, commensurate with
those in existence within the Enlarged Group.
Headquarters, locations, fixed assets and research and development
The Laumann Board intends to maintain Epwin as an independent entity within
the Enlarged Group and has no intention of making changes to the locations,
including the head office, fixed assets or research and development functions
of Epwin.
The Evaluation will include an analysis of how best to utilise Epwin's
operations within the context of the Enlarged Group, in terms of optimising
capacity, process flow and technology utilisation, but it is important to the
Laumann Board that Epwin is maintained as a separate business in the UK, with
its existing infrastructure and operations important to their plans for the
Enlarged Group.
Trading facilities
The Epwin Shares are currently admitted to trading on AIM. As set out in
paragraph 17 below, it is intended that, prior to the Effective Date, a
request will be made to the London Stock Exchange to cancel the admission to
trading of Epwin Shares on AIM with effect from the Effective Date or shortly
thereafter.
No post-offer undertakings
No statements in this paragraph 8 are "post-offer undertakings" for the
purposes of Rule 19.5 of the Code.
9. Background to and reasons for the recommendation
Background
The Epwin Shares were admitted to trading on AIM in July 2014 to provide
liquidity to existing Epwin Shareholders, whilst enhancing the Epwin Group's
profile, incentivising key employees and enabling Epwin Shares to be used as
currency for acquisitions.
Since Admission, the Epwin Group has grown and developed as a leading
manufacturer of energy efficient and low maintenance building products for the
RMI, social housing and new build markets in the UK. The Epwin Group
commands a strong position in its core markets and has continually invested in
its operations to improve efficiency, service, product range and materials
capabilities.
The execution of Epwin's strategy, which is centred around improving
operational leverage and efficiency, product and materials development,
cross-selling and business development, completing value-enhancing
acquisitions and sustainability, has delivered considerable growth in business
performance and returns for Epwin Shareholders.
Between 31 December 2013 (the end of Epwin's financial year prior to
Admission) and 31 December 2024 (the end of Epwin's latest financial year),
the Epwin Group grew revenues by 27 per cent., from £255 million to £324
million, and pre-IFRS 16 Adjusted EBITDA by 42 per cent., from £21.4 million
to £30.3 million. Also during that time, more than £88 million has been
invested in capital expenditure to expand operations and drive efficiencies,
13 acquisitions have been completed, and more than £75 million has been
returned to Epwin Shareholders in dividends and share buybacks.
Notwithstanding a challenging market backdrop, with subdued end-market demand
and rising input costs, Epwin has performed in line with, or ahead of, the
Epwin Board's expectations since the Covid-pandemic in 2020. The Epwin Board
remains confident in the outlook for Epwin, with positive medium and long-term
market drivers on account of the poorly maintained, underinvested and ageing
UK housing stock, the shortage of new and affordable homes, the UK
Government's commitment to increase housebuilding, an increasing concern about
quality of social housing and private rental property, and net zero ambitions
driving the need to decarbonise and improve the energy efficiency of UK homes.
Whilst the Epwin Directors believe that Epwin has a strong future as an
independent quoted company, they recognise that market conditions in the
building materials sector have been challenging over the past few years as
macro-economic, geopolitical and fiscal events have influenced end-market
activity. The Epwin Board recognises that there are continuing risks around,
and uncertainty as to the timing and trajectory of, a recovery in end-market
demand. The Epwin Board has therefore considered the Acquisition in the
context of the prevailing end-market conditions and economic risks which have
persisted for a number of years.
The Epwin Board first received an unsolicited non-binding proposal from
Laumann to acquire Epwin in March 2025. Following discussions and negotiations
with Laumann which resulted in a series of further improved proposals, the
Epwin Board and its advisers engaged with Laumann and its advisers, to provide
limited access to due diligence information on Epwin and access to management.
Reasons for the recommendation
Having carefully considered and evaluated the Acquisition and its terms, the
Epwin Board believes that it allows Epwin Shareholders an opportunity to
realise their investments in cash and in full at a significant premium to the
Closing Price on the Latest Practicable Date.
In forming its conclusion to recommend the Acquisition, the Epwin Board has
considered a range of factors, including:
● the Cash Consideration represents an opportunity for
Epwin Shareholders to realise their investments in cash and in full at:
o a premium of 25.2 per cent. to the volume weighted average Closing Price
for the six months ended on the Latest Practicable Date of 95.8 pence; and
o a premium of 31.9 per cent. to the Closing Price of 91.0 pence on the
Latest Practicable Date;
● the Acquisition provides Epwin Shareholders with
liquidity at a price which is above the highest Closing Price of an Epwin
Share since May 2017, more than eight years ago;
● the valuation multiple implied by the Acquisition of 6.1
times Epwin's 2024 post-IFRS 16 Adjusted EBITDA is consistent with recent
transaction multiples in Epwin's segment of the building materials sector;
● Epwin's AIM quotation has been effective in facilitating
acquisition activity through the use of share-based consideration and
incentivising Epwin's employees. However, the Epwin Board is cognisant that
stock market conditions for small and mid-sized companies have been
challenging for a number of years and the level of liquidity in Epwin Shares
has been limited. The average daily trading volume in Epwin Shares over the
last 12 months to 6 August 2025 has represented 0.1 per cent. of Epwin's
current issued share capital with the most significant purchaser of Epwin
Shares over the last 18 months being Epwin itself. The restricted average
daily trading volumes in Epwin Shares, together with difficult prevailing
stock market conditions, may prove an obstacle in attracting major new
investors which in turn means that significant Epwin Shareholders may not
otherwise be presented with an opportunity to realise their investments in the
near-term at the level proposed under the Acquisition;
● whilst the Epwin Board remains confident in Epwin's
future as an independent company, it recognises the risks associated with the
macro-economic, fiscal and geopolitical environment, and the uncertainty
regarding the timing and trajectory of a recovery in RMI and new build market
demand; each of which have had a bearing on the value of Epwin Shares at times
in recent years. The Epwin Board notes that the Acquisition provides a
certain value opportunity for Epwin Shareholders at a valuation that the Epwin
Board considers reasonable in view of these risks; and
● that Epwin Shareholders, representing in aggregate
approximately 35.2 per cent. of Epwin's existing issued share capital, have
confirmed or indicated their support for the Acquisition by providing
irrevocable undertakings and the letter of intent to vote in favour of the
Scheme at the Court Meeting and the Special Resolution to be proposed at the
General Meeting (or in the event that the Acquisition is implemented by way of
an Offer, accept such Offer).
In addition to the financial terms of the Acquisition, the Epwin Directors
have also considered Laumann's stated intentions regarding its strategic plans
for Epwin and the effect of these on the Epwin business, management, employees
and other Epwin stakeholders. The Epwin Directors believe that Epwin and
Laumann are like-minded organisations, with a similar culture and set of
values, and that Laumann would be a stable and supportive long-term custodian
of the Epwin business.
The Epwin Board notes the limited overlap between the two businesses'
operations and that Laumann intends to retain Epwin as a separate entity.
The Epwin Directors welcome Laumann's intention to maintain the Epwin
Group's locations, management, operations and infrastructure, and notes that
Laumann recognises the success of Epwin is in a large part dependent on
retaining and incentivising the management and employees of Epwin. The Epwin
Board is encouraged that Laumann has not identified specific requirements to
make material headcount reductions and notes Laumann's intention not to make
material changes to the conditions of employment of Epwin management or
employees, as well as its intention to fully safeguard existing statutory
employment rights. The Epwin Board believes that being part of the Enlarged
Group could provide the potential for Epwin to take advantage of certain
scale, technical and commercial opportunities that may be presented as part of
a larger business.
10. Unanimous recommendation of the Epwin Directors
The Epwin Directors, who have been so advised by Shore Capital as to the
financial terms of the Acquisition, consider the terms of the Acquisition to
be fair and reasonable. In providing its advice to the Epwin Directors,
Shore Capital has taken into account 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 Code.
Accordingly, the Epwin Directors intend to recommend unanimously that Epwin
Shareholders vote in favour of the Scheme at the Court Meeting and the Special
Resolution to be proposed at the General Meeting as those Epwin Directors who
hold Epwin Shares have irrevocably undertaken to do (or to 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.
11. Financing of the Acquisition
The Cash Consideration payable under the Acquisition is being funded through a
new bridging loan, subject to the terms of a facility agreement (the "Facility
Agreement"), provided by Deutsche Bank and DZ Bank to VEKA AG, a member of the
Laumann Group, as borrower. The Cash Consideration will be on-lent to
Laumann UK pursuant to an intra-group loan arrangement.
VEKA AG has entered into a deal contingent forward contract to hedge the full
purchase price of the Acquisition and will maintain such deal contingent
forward contract or similar contract until the Acquisition becomes Effective.
Houlihan Lokey, in its capacity as financial adviser to Laumann UK, is
satisfied that sufficient financial resources are available to Laumann UK to
enable it to satisfy in full the Cash Consideration payable to Epwin
Shareholders under the Acquisition.
12. Epwin Share Plans
Participants in the Epwin Share Plans will be contacted separately regarding
the effect of the Acquisition on their rights under the Epwin Share Plans.
In accordance with Rule 15 of the Code, appropriate proposals will be made
to the participants which reflects their options and awards under the Epwin
Share Plans at the same time as the publication of the Scheme Document, unless
otherwise agreed with the Panel. Details of the impact of the Scheme on each
of the Epwin Share Plans and the proposals will be set out in the Scheme
Document.
13. Permitted offer-related arrangements
Confidentiality Agreement
On 9 June 2025 Epwin and Laumann Group SE (a wholly owned, direct subsidiary
of Laumann) entered into an agreement relating to the Acquisition, pursuant to
which Laumann Group SE agreed to keep confidential certain information
supplied by Epwin for the purposes of considering the Acquisition (the
"Confidentiality Agreement"). In consideration of the confidential
information being supplied, Laumann Group SE agreed that, save with the prior
written consent of Epwin, it would not, for a period of nine months, directly
or indirectly, alone or with others acquire, announce an intention to acquire,
offer or propose to acquire, solicit an offer to sell or agree to acquire, or
enter into any agreement, arrangement or undertaking to acquire, any direct or
indirect interest in any Epwin Shares, in any shares of a member of Epwin
Group or in the business, assets or undertaking of Epwin or any other member
of Epwin Group.
The Confidentiality Agreement also contains undertakings from Laumann Group to
Epwin that for a period of 12 months Laumann Group SE will not solicit for
employment or endeavour to entice away any Restricted Employee.
Co-operation Agreement
Pursuant to a co-operation agreement in relation to the Acquisition dated 7
August 2025 (the "Co-operation Agreement"), Laumann UK and Epwin have agreed,
amongst other things, that: (i) Laumann UK will use reasonable endeavours to
satisfy the Conditions as soon as reasonably practicable; (ii) Laumann UK
shall have primary responsibility for satisfying the CMA Condition; (iii)
Epwin and Laumann UK will work co-operatively and reasonably together and
provide all information reasonably necessary or desirable as soon as
reasonably practicable, in connection with the CMA Condition; and (iv) Laumann
UK will provide Epwin with certain information for the purposes of the Scheme
Document and to otherwise assist with the preparation of the Scheme Document.
The Co-operation Agreement will terminate if, amongst other things: (i) the
Acquisition is withdrawn or lapses prior to the Long Stop Date; (ii) by
written notice from Laumann UK if any Condition which is capable of waiver and
which has not been waived is (or becomes) incapable of satisfaction by the
Long Stop Date and Laumann UK notifies Epwin in writing that, notwithstanding
it has the right to waive any such Condition, it shall not do so; (iii) any of
the Conditions which is incapable of waiver is not satisfied or becomes
incapable of satisfaction by the Long Stop Date; (iv) the Epwin Directors
withdraw their recommendation of the Acquisition; (v) the Epwin Directors
recommend a competing proposal; (vi) the Scheme does not become Effective in
accordance with its terms by the Long Stop Date; (vii) the Epwin Shareholders
fail to pass, by the requisite majority, the Scheme and/or the Special
Resolution; or (viii) otherwise as agreed in writing between Laumann UK and
Epwin.
The Co-operation Agreement also sets out the parties' intentions to implement
the Acquisition by way of the Scheme, subject to the ability of Laumann UK to
implement the Acquisition by way of an Offer in certain circumstances set out
in the Co-operation Agreement and with the consent of the Panel.
The Co-operation Agreement also contains provisions that will apply in respect
of the proposals to be made in regard to Epwin Share Plans, under Rule 15 of
the Code.
14. Structure of the Acquisition
Scheme
It is intended that the Acquisition will be implemented by means of a
Court-sanctioned scheme of arrangement between Epwin and the Scheme
Shareholders pursuant to Part 26 of the Act. The Scheme is an arrangement
between Epwin and the Scheme Shareholders. The procedure involves, among
other things, an application by Epwin to the Court to sanction the Scheme.
The purpose of the Scheme is to enable Laumann UK to become the owner of the
entire issued and to be issued share capital of Epwin. Under the Scheme, the
Scheme Shares will be transferred to Laumann UK in consideration for which
holders of Scheme Shares will receive cash on the basis set out in paragraph 2
above.
Approval by Epwin Shareholders and the sanction of the Court
To become Effective, the Scheme requires, amongst other things:
· the satisfaction (or, where applicable, waiver
(if capable of waiver)) of the Conditions including, inter alia, the CMA
Condition;
· the approval of a majority in number of the
Scheme Shareholders present and voting, either in person or by proxy, at the
Court Meeting, or at any adjournment thereof representing 75 per cent. or more
in value of the Scheme Shares held by those Scheme Shareholders;
· the passing of the Special Resolution necessary
to approve matters to give effect to the Scheme at the General Meeting, or at
any adjournment thereof; and
· the sanction of the Scheme by the Court and,
following such sanction, the delivery of a copy of the Scheme Court Order to
the Registrar of Companies for registration.
Conditions
The Scheme and the Acquisition will be subject to the Conditions and further
terms set out in Appendix I to this Announcement and to the full terms and
Conditions to be set out in the Scheme Document.
The Conditions provide that the Acquisition shall lapse if:
· the Court Meeting is not held by the 22(nd) day
after the expected date of the Court Meeting to be set out in the Scheme
Document (or such later date as may be agreed between Laumann UK and Epwin
with the consent of the Panel and (if required) the Court may approve);
· the General Meeting is not held by the 22(nd) day
after the expected date of the General Meeting to be set out in the Scheme
Document (or such later date as may be agreed between Laumann UK and Epwin
with the consent of the Panel and (if required) the Court may approve);
· the Scheme Court Hearing is not held by the
22(nd) day after the expected date of the Scheme Court Hearing to be set out
in the Scheme Document (or such later date as may be agreed between Laumann UK
and Epwin with the consent of the Panel and (if required) the Court may
approve); or
· the Scheme does not become Effective by 11.59
p.m. on the Long Stop Date.
Application to the Court to sanction the Scheme
Following the Court Meeting, the General Meeting and the satisfaction (or,
where applicable, waiver) of the other Conditions, the Scheme must also be
sanctioned by the Court (with or without modification but with any such
modification being acceptable to Epwin and Laumann UK) at the Scheme Court
Hearing.
The Scheme will only become Effective when the Scheme Court Order is delivered
to the Registrar of Companies for registration.
If the Scheme becomes Effective: (a) it will be binding on all Scheme
Shareholders irrespective of whether they attended or voted, and if they
voted, whether they voted for or against the Scheme, at the Court Meeting or
the General Meeting; and (b) share certificates in respect of Epwin Shares
will cease to be valid and entitlements to Epwin Shares held within the CREST
system will be cancelled.
Indicative timetable
It is expected that the Scheme will become Effective in the fourth quarter of
2025. Epwin Shareholders will receive the consideration payable under the
Acquisition within 14 days of the Scheme becoming Effective.
Further details of the Scheme, including an indicative timetable for its
implementation, will be set out in the Scheme Document, which is expected to
be posted, or otherwise made available, to Epwin Shareholders as soon as
reasonably practicable and, in any event, within 28 days of the date of this
Announcement (or such later date as Laumann UK, Epwin and the Panel may
agree). The Forms of Proxy accompanying the Scheme Document will also be
posted to Scheme Shareholders.
The Acquisition will be conditional upon the Scheme becoming unconditional and
becoming Effective by no later than 11.59 p.m. on the Long Stop Date.
Right to elect to implement the Acquisition by way of an Offer
Laumann UK reserves the right, with the consent of the Panel (and subject to
the terms of the Co-operation Agreement), to elect to implement the
Acquisition by way of an Offer. In such event, such Offer will be
implemented on the same terms (subject to appropriate amendments, including
(without limitation) an acceptance condition set at 90 per cent. of the shares
to which the Offer relates (or such lesser percentage (being more than 50 per
cent. of the Epwin Shares) as Laumann UK may (subject to the terms of the
Co-operation Agreement) determine) of the shares to which the Offer relates),
so far as applicable, as those which would apply to the Scheme.
Further, if sufficient acceptances of such Offer are received and/or
sufficient Epwin Shares are otherwise acquired, it is the intention of Laumann
UK to apply the provisions of Chapter 3 of Part 28 of the Act to acquire
compulsorily any outstanding Epwin Shares to which such Offer relates.
General
The Scheme will be governed by English law and will be subject to the
jurisdiction of the English courts, to the Conditions, to the terms to be set
out in the Scheme Document and to the applicable requirements of English law,
the English Courts, the Act, the Code, the Panel, the London Stock Exchange
and the Registrar of Companies.
15. Disclosure of interests in Epwin
Save as disclosed in this Announcement, as at the close of business on the
Latest Practicable Date, neither Laumann UK nor Laumann, nor any of their
respective directors, nor, so far as Laumann UK and Laumann are aware, any
person acting in concert (within the meaning of the Code) with them:
(a) has an interest in, or right to subscribe for, any relevant securities of Epwin;
(b) has any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of relevant securities of Epwin;
(c) has borrowed or lent (including, for these purposes, entering into any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Code) any relevant securities of Epwin save for any borrowed relevant securities of Epwin which have been either on-lent or sold;
(d) has any outstanding irrevocable commitment or letter of intent with respect to relevant securities of Epwin; or
(e) is a party to any dealing arrangement of the kind referred to in Note 11 to the definition of acting in concert in the Code in relation to Epwin or in relation to relevant securities of Epwin.
"relevant securities of Epwin" means Epwin Shares and securities convertible into, or rights to subscribe for, options (including traded options) in respect thereof and derivatives referenced thereto; and
"interests in securities" arise, in summary, when a person has long economic exposure, whether absolute or conditional, to changes in the price of securities (and a person who only has a short position in securities is not treated as interested in those securities). Notwithstanding the above, a person will be treated as having an "interest" by virtue of the ownership, voting rights or control of securities, or by virtue of any agreement to purchase, option in respect of, or derivative referenced to, securities.
In the interests of secrecy prior to this Announcement, it has not been
practicable for Laumann UK to make enquiries in this respect of all parties
who may be deemed by the Panel to be acting in concert with it for the
purposes of the Acquisition. Enquiries of such parties will be made as soon
as practicable following the date of this Announcement and any further
disclosure required for the purposes of Rule 8.1(a) and Note 2(a)(i) to Rule 8
of the Code will be made as soon as possible.
16. Overseas Shareholders
The implications of the Scheme and the Acquisition for Overseas Shareholders
may be affected by the laws 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.
Further information for Overseas Shareholders will be set out in the Scheme
Document.
17. Cancellation of admission to trading on AIM and re-registration of Epwin as a private company
It is intended that an application will be made to the London Stock Exchange,
prior to the Effective Date to cancel the admission to trading of Epwin Shares
on AIM, with effect from on or shortly after the Effective Date.
The last day of dealings in, and for registration of transfers of, Epwin
Shares on AIM is expected to be the business day prior to the Effective Date,
following which the Epwin Shares will be suspended from trading on AIM.
No transfers of Epwin Shares will be registered after 6.00 p.m. on that date
(other than the registration of the transfer of Epwin Shares to Laumann UK
pursuant to the Scheme or the articles of association of Epwin, as proposed to
be amended by the Special Resolution at the General Meeting or the transfer of
the legal or beneficial interest in Epwin Shares acquired pursuant to the
Epwin Share Plans in accordance with the articles of association of Epwin, as
proposed to be amended by the Special Resolution at the General Meeting).
Further, no Epwin Shares will be issued after this date other than pursuant to
the Epwin Share Plans.
On the Effective Date, Epwin will become a wholly-owned subsidiary of Laumann
UK and each share certificate in respect of Epwin Shares will cease to be
valid and every Epwin Shareholder will be bound at the request of Epwin to
deliver up to Epwin, or to any person appointed by Epwin, the share
certificate(s) for cancellation, or to destroy them. As from the Scheme
Record Time, each holding of Scheme Shares credited to any stock account in
CREST will be disabled and all Scheme Shares will be removed from CREST on the
first business day following the Effective Date.
As part of the Acquisition, it is also intended that Epwin be re-registered as
a private limited company.
18. Consents
Each of Houlihan Lokey and Shore Capital has given and not withdrawn its
written consent to the inclusion in this Announcement of references to its
name in the form and context in which they appear.
19. Publication on websites
In accordance with Rule 26.2 of the Code, copies of the following documents
will be available free of charge, subject to certain restrictions relating to
Epwin Shareholders 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:
(a) this Announcement;
(b) the irrevocable undertakings and non-binding letter of intent to vote (or procure the vote) in favour of Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting referred to in paragraph 3 above;
(c) the Facility Agreement;
(d) the Confidentiality Agreement;
(e) the Co-operation Agreement; and
(f) the written consents referred to in paragraph 18 above.
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.
20. General
The Scheme Document setting out further details of the Acquisition and the
procedures to be followed in connection with the implementation of the Scheme,
together with Forms of Proxy for the Court Meeting and the General Meeting,
will be published and sent to Epwin Shareholders (other than Epwin
Shareholders in Restricted Jurisdictions) and, for information only, to
participants in the Epwin Share Plans as soon as practicable and in any event
within 28 days of the date of this Announcement (or such later date as Laumann
UK, Epwin and the Panel may agree).
The Acquisition will be subject to the Conditions and the further terms set
out in Appendix I to this Announcement and to the full terms and Conditions
which will be set out in the Scheme Document. Appendix II to this
Announcement contains the bases and sources of certain information used in
this Announcement. Appendix III to this Announcement contains a summary of
the irrevocable undertakings and letter of intent received by Laumann UK in
connection with the Acquisition. Appendix IV contains definitions of certain
terms used in this Announcement.
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 and Corporate (Financial Adviser, Rule 3 Adviser, Nominated +44 (0)207 408 4090
Adviser and Joint 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
Important notices
This Announcement is for information purposes only. It does not constitute
an offer or form part of any offer or an invitation to purchase, subscribe
for, sell or issue, any securities or a solicitation of any offer to purchase,
subscribe for, sell or issue any securities pursuant to this Announcement or
otherwise in any jurisdiction in which such offer or solicitation is
unlawful. This Announcement does not comprise a prospectus or a prospectus
exempted document. The Acquisition will be made solely by means of the
Scheme Document (or, if the Acquisition is, with the consent of the Panel (and
subject to the terms of the Co-operation Agreement), implemented by way of an
Offer, the Offer Document) which will contain the full terms and Conditions of
the Acquisition, including details of how to vote in favour of the Scheme at
the Court Meeting and the Special Resolution to be proposed at the General
Meeting.
The Scheme Document will be published and sent to Epwin Shareholders (other
than Epwin Shareholders in Restricted Jurisdictions) and, for information
only, to participants in the Epwin Share Plans as soon as practicable and, in
any event, within 28 days of this Announcement (or such later date as Laumann
UK, Epwin and the Panel may agree).
Financial advisers
Houlihan Lokey UK Limited ("Houlihan Lokey"), which is authorised and
regulated in the United Kingdom by 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.
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 UK or Laumann 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
(http://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/) .
No profit forecasts or estimates or quantified financial benefit statements
No statement in this Announcement is intended 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 share for Laumann UK 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 or Epwin, as appropriate.
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 (1)0th 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.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Code, Epwin confirms that, as at the Latest
Practicable Date, it has 135,925,824 Epwin Shares in issue. Epwin holds no
shares in treasury. The International Securities Identification Number for
the Epwin Shares is GB00BNGY4Y86.
Cautionary note regarding forward looking statements
This Announcement contains certain statements which are, or may be deemed to
be, forward looking statements with respect to the financial condition,
results of operations and business of Epwin or the Epwin Group and Laumann UK
or the Laumann and certain plans and objectives of the Epwin Board, the
Laumann Board and the Laumann UK Board. These forward looking statements can
be identified by the fact that they do not relate to historical or current
facts. Forward looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal", "believe", "will",
"may", "should", "would", "could" or other words of similar meaning. These
statements are based on assumptions and assessments made by the Epwin Board,
the Laumann Board and the Laumann UK Board in the light of their experience
and their perception of historical trends, current conditions, expected future
developments and other factors they believe appropriate. By their nature,
forward looking statements involve risk and uncertainty 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.
Should one or more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary materially
from those described in this Announcement. Except as required by the Panel,
the FCA, the London Stock Exchange, the AIM Rules or any other applicable law
and/or regulation, Epwin and Laumann UK assume no obligation to update or
correct the information contained in this Announcement.
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.
Electronic communications
Epwin Shareholders should note that addresses, electronic addresses and
certain other information provided by them and other relevant persons for the
receipt of communications from Epwin may be provided to Laumann UK and Laumann
during the Offer Period as required under section 4 of Appendix 4 to the Code
to comply with Rule 2.11(c) of the Code.
Publication on websites and availability of hard copies
Pursuant to Rule 26.1 of the Code, a copy of this Announcement and other
documents in connection with the Acquisition 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 0300 (from within the UK) or +44 (0) 371
664 0300 (from outside the UK) between 9.00 a.m. and 5.30 p.m., Monday to
Friday (excluding public holidays).
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.
Time
All references to time in this Announcement are to London time, unless
otherwise stated.
APPENDIX I
CONDITIONS TO THE IMPLEMENTATION OF THE SCHEME AND
CERTAIN FURTHER TERMS OF THE ACQUISITION
PART A. CONDITIONS TO THE SCHEME AND THE ACQUISITION
Long Stop Date
1. The Acquisition will be conditional upon the Scheme
becoming unconditional and becoming Effective, subject to the provisions of
the Code, by no later than 11.59 p.m. on the Long Stop Date.
Scheme approval
2. The Scheme will be conditional upon:
(a)
(i) the Scheme being approved by a majority in number of the Scheme Shareholders who are on the register of members of Epwin (or the relevant class or classes thereof, if applicable) at the Voting Record Time and who are present and voting (and entitled to vote), either in person or by proxy, at the Court Meeting and at any separate class meeting which may be required (or at any adjournment of such meeting) and who represent at least 75 per cent. in value of the Scheme Shares voted by those Scheme Shareholders; and
(ii) such Court Meeting being held on or before the 22(nd) day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between Laumann UK and Epwin with the consent of the Panel and (if required) the Court may approve);
(b)
(i) each resolution in connection with or required to approve and implement the Scheme and set out in the notice of the General Meeting being duly passed by the requisite majority at the General Meeting (or any adjournment of such meeting); and
(ii) such General Meeting being held on or before the 22(nd) day after the expected date of the General Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between Laumann UK and Epwin with the consent of the Panel and (if required) the Court may approve); and
(c)
(i) the Scheme being sanctioned by the Court (with or without modifications or additions on terms agreed by Laumann UK and Epwin or conditions approved or imposed by the Court); and
(ii) the Scheme Court Hearing being held on or before the 22(nd) day after the expected date of the Scheme Court Hearing to be set out in the Scheme Document in due course (or such later date as may be agreed between Laumann UK and Epwin with the consent of the Panel and (if required) the Court may approve).
General Acquisition Conditions
3. In addition, Laumann UK and Epwin have agreed that, subject
as stated in paragraph 1 of Part B of this Appendix I below and the
requirements of the Panel, the Scheme will also be conditional upon the
following Conditions and, accordingly, the necessary actions to make the
Scheme Effective (including the delivery of the Scheme Court Order to the
Registrar of Companies) will not be taken unless such Conditions (as amended,
if appropriate) are satisfied or waived (if capable of waiver) as referred to
below:
Merger control
UK merger control
(a) one of the following having occurred:
(i) the Competition and Markets Authority (the "CMA") having indicated in writing in a response to a briefing paper that it has no further questions at that stage in relation to the Acquisition, and that at the date on which all other Conditions are satisfied or waived the CMA has not:
(A) requested in writing submission of a merger notice;
(B) giving notice in writing to either party that it intends, or is considering whether, to commence a Phase 1 investigation;
(C) giving notice in writing that the statutory review period in which the CMA has to decide whether to make a reference under section 34ZA Enterprise Act 2002 (the "EA") has begun; or
(D) requested documents or attendance by witnesses under section 109 of the EA which reasonably indicates that it intends to commence the aforementioned statutory review period in respect of the Acquisition; or
(ii) where the CMA has commenced an investigation following the submission of a merger notice or a briefing paper, the CMA:
(A) in accordance with section 33(1) of the EA, announcing that it has decided not to refer the Acquisition to the chair of the CMA for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013 (a "Referral"); or
(B) in accordance with section 73(2) of the EA, formally accepting undertakings in lieu of a Referral offered by Laumann UK, or a modified version of them;
General antitrust and regulatory
(b) no Third Party having intervened (as defined below) and there not continuing to be outstanding any statute, regulation, decision or order of any Third Party which would or might reasonably be expected to:
(i) materially restrict or restrain, prohibit, materially delay, impose additional material adverse conditions or obligations with respect to, or otherwise materially interfere with the implementation of, the Acquisition or the acquisition of any Epwin Shares by Laumann UK or any matters arising therefrom;
(ii) result in a material delay in the ability of Laumann UK, or render Laumann UK unable, to acquire some or all of the Epwin Shares;
(iii) require, prevent or materially delay the divestiture (or materially alter the terms envisaged for such divestiture) by any member of the Wider Laumann Group of any shares or other securities in any member of the Wider Epwin Group;
(iv) require, prevent or materially delay the divestiture (or materially alter the terms envisaged for such divestiture) by any member of the Wider Laumann Group or any member of the Wider Epwin Group of all or any material portion of their respective businesses, assets or properties or impose any material limitation on the ability of any of them to conduct their businesses or own their respective assets or properties or any part thereof;
(v) impose any material limitation on, or result in a material limit or delay in, the ability of any member of the Wider Laumann Group to acquire or hold or exercise effectively, directly or indirectly, all or any rights of ownership of shares or other securities of any member of the Wider Epwin Group or on the ability of any member of the Wider Epwin Group to hold or exercise effectively, directly or indirectly, all or any rights of ownership of shares or other securities or to exercise management control over any other member of the Wider Epwin Group;
(vi) except pursuant to Chapter 3 of Part 28 of the Act, require any member of the Wider Laumann Group or the Wider Epwin Group to acquire or offer to acquire any shares or other securities or rights thereover in any member of the Wider Epwin Group owned by any third party;
(vii) make the Acquisition or its implementation or the proposed acquisition by Laumann UK of any shares or other securities in Epwin or the acquisition or control or management of Epwin or any member of the Wider Epwin Group, illegal, void or unenforceable in or under the laws of any jurisdiction or otherwise directly or indirectly materially restrain, restrict, prevent, delay, prohibit, impede or otherwise interfere with the implementation of, or impose additional conditions or obligations with respect to, or otherwise challenge, the Acquisition or the acquisition of any shares in Epwin, or control of Epwin, by Laumann UK to any extent which is material in the context of the Epwin Group taken as a whole;
(viii) result in any member of the Wider Epwin Group ceasing to be able to carry on business under any name under which it presently does so, the consequences of which would be material in the context of the Epwin Group taken as a whole;
(ix) impose any material limitation on, or result in any delay of, the ability of any member of the Wider Laumann Group or the Wider Epwin Group to conduct or co-ordinate or integrate or manage its business, or any part of it, with the business of any other member of the Wider Laumann Group or the Wider Epwin Group; or
(x) otherwise materially and adversely affect any and all of the business, assets, prospects or profits of any member of the Wider Laumann Group or the Wider Epwin Group,
and all applicable waiting and other time periods (including any extensions of
such waiting and other time periods) during which any Third Party could decide
to intervene under the laws of any jurisdiction having expired, lapsed or been
terminated;
Notifications, waiting periods and authorisations
(c) all material notifications, filings or applications which are necessary or reasonably considered appropriate by Laumann UK in connection with the Acquisition having been made and all appropriate waiting and other time periods (including any extensions of such waiting and other time periods) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in each case in respect of the Acquisition and all Authorisations which are necessary or reasonably considered appropriate by Laumann UK in any jurisdiction for or in respect of the Acquisition and the acquisition or the proposed acquisition of any shares or securities, directly or indirectly, in, or control or management of, Epwin or any member of the Wider Epwin Group by any member of the Wider Laumann Group having been obtained in terms and/or form reasonably satisfactory to Laumann UK from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any persons or bodies with whom any member of the Wider Laumann Group or the Wider Epwin Group has entered into contractual arrangements and such material Authorisations together with all Authorisations necessary for any member of the Wider Epwin Group to carry on its business (where the absence of such authorisation would have a material and adverse effect on the Wider Epwin Group taken as a whole) remaining in full force and effect and there being no notice or intimation of any intention to revoke, suspend, materially modify or not to renew such Authorisations;
Certain matters arising as a result of any arrangement, agreement etc.
(d) save as Disclosed, there being no provision of any Authorisation, arrangement, agreement, permit, lease, licence, franchise or other instrument to which any member of the Wider Epwin Group is a party or by or to which it or any of its assets may be bound, entitled or subject or any circumstance which, in any case as a consequence of the making or implementation of the Acquisition or the acquisition by Laumann UK or any member of the Wider Laumann Group directly or indirectly of Epwin or because of a change in the control or management of Epwin or any member of the Wider Epwin Group, could or might reasonably be expected to result in (in each case to an extent which is material and adverse in the context of the Wider Epwin Group taken as a whole):
(i) any monies borrowed by, or other indebtedness (actual or contingent) of, or grant available to, any member of the Wider Epwin Group becoming repayable or capable of being declared repayable immediately or earlier than the stated maturity or repayment date or the ability of any member of the Wider Epwin Group to borrow moneys or incur indebtedness being or becoming capable of being withdrawn or inhibited;
(ii) any such Authorisation, arrangement, agreement, permit, lease, licence, franchise or other instrument or any right, interest, liability or obligation of any member of the Wider Epwin Group therein, being, or becoming capable of being, terminated or adversely modified or affected or any adverse action being taken or any onerous obligation or liability arising thereunder;
(iii) any mortgage, charge or other security interest being created over the whole or any part of the business, property, assets or interests of any member of the Wider Epwin Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;
(iv) the value of any member of the Wider Epwin Group or its financial or trading position or prospects being prejudiced or adversely affected;
(v) any liability of any member of the Wider Epwin Group to make any severance, termination, bonus or other payment to any of its directors or other officers;
(vi) any assets or interests owned or used by any member of the Wider Epwin Group, or any assets or interests of any such member being or falling to be charged or disposed of or ceasing to be available to any member of the Wider Epwin Group or any right arising under which any such asset or interest could be required to be disposed of or charged or cease to be available to any member of the Wider Epwin Group otherwise than in the ordinary course of business;
(vii) the rights, liabilities, obligations, interests or business of any member of the Wider Epwin Group under any such Authorisation, arrangement, agreement, permit, lease, licence, franchise or other instrument or the rights, liabilities, obligations, interests or business of any member of the Wider Epwin Group in or with any other person, firm or company (or any agreement or arrangement relating to such rights, liabilities, obligations, interests or business) being, or becoming capable of being, terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;
(viii) any member of the Wider Epwin Group ceasing to be able to carry on business under any name under which it presently does so; or
(ix) the creation or acceleration of any liability, actual or contingent, by any member of the Wider Epwin Group other than trade creditors or other liabilities incurred in the ordinary course of business,
and no event having occurred which, under any provision of any arrangement,
agreement, licence, permit, franchise, lease or other instrument to which any
member of the Wider Epwin Group is a party or by or to which any such member
or any of its assets are bound, entitled or subject, would or might reasonably
result in any of the events or circumstances as are referred to in
sub-paragraphs 3(d)(i) to (ix);
Certain events occurring after 31 December 2024
(e) since 31 December 2024, save as Disclosed, no member of the Epwin Group having:
(i) (save for options granted pursuant to the Epwin Share Plans or Epwin Shares issued or transferred out of treasury pursuant to the exercise of options granted under the Epwin Share Plans or as between Epwin and wholly-owned subsidiaries of Epwin ("Intra-Epwin Group Transactions")) issued or agreed to issue or authorised or proposed the issue of additional shares of any class or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire any such shares or convertible or exchangeable securities or transferred or sold (or agreed to transfer or sell) any shares out of treasury;
(ii) other than to another member of the Epwin Group, recommended, declared, paid or made or proposed to recommend, declare, pay or make any dividend, bonus issue or other distribution (whether payable in cash or otherwise) other than dividends lawfully paid to Epwin or wholly-owned subsidiaries of Epwin;
(iii) save for Intra-Epwin Group Transactions, entered into, or implemented, effected, authorised, proposed or announced the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger or demerger of businesses or corporate entities;
(iv) save for Intra-Epwin Group Transactions, acquired, or (other than in the ordinary course of business) merged with, demerged or acquired or acquired any body corporate, partnership or business or acquired or disposed of, transferred, mortgaged or charged or created any security interest over any asset or any right, title or interest in any asset (including shares and trade investments) or authorised, proposed or announced any intention to do so which, in any such case, is material in the context of the Epwin Group taken as a whole;
(v) save for Intra-Epwin Group Transactions, issued or authorised or proposed the issue of any debentures or incurred or materially increased any indebtedness or liability, actual or contingent, or made, authorised, proposed or announced an intention to propose any change in its share or loan capital;
(vi) entered into or varied or announced its intention to enter into or vary any agreement, transaction, commitment or arrangement (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or which involves or is reasonably likely to involve an obligation of a nature or magnitude which, in any such case, is material in the context of the Epwin Group taken as a whole or which is or is likely to be restrictive in any material respect on the business of any member of the Wider Epwin Group or the Wider Laumann Group;
(vii) entered into, implemented, effected, authorised or proposed any merger, demerger, reconstruction, amalgamation, scheme of arrangement, commitment or other transaction or arrangement with substantially equivalent effect otherwise than in the ordinary course of business or announced any intention to do so;
(viii) entered into, or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary the terms of, any contract, service agreement, commitment or arrangement with any of the directors or senior executives of Epwin or any of its subsidiaries;
(ix) proposed, agreed to provide or modified the terms of any share option scheme, award, incentive scheme or other benefit relating to the employment or the termination of employment of any employee of the Wider Epwin Group (other than as set out or envisaged in the Co-operation Agreement) which, in any such case, is material in the context of the Epwin Group taken as a whole;
(x) (other than in respect of a member of the Wider Epwin Group which is dormant and solvent at the relevant time) taken any corporate action or had any legal proceedings instituted, served or threatened against it or petition presented or order made for its winding-up (voluntary or otherwise), dissolution or reorganisation (or for any analogous proceedings or steps in any jurisdiction) or for the appointment of a liquidator, provisional liquidator, receiver, administrator, administrative receiver, trustee or similar officer (or for the appointment of any analogous person in any jurisdiction) of all or any of its assets and revenues or had notice given of the intention to appoint any of the foregoing to it;
(xi) waived, compromised or settled any claim other than in the ordinary course of business and which, in any such case, is material in the context of the Epwin Group taken as a whole;
(xii) (other than in connection with the Scheme) made any material amendment to its memorandum or articles of association or other constitutional documents;
(xiii) in relation to pension schemes established for its directors and/or other employees and/or their dependents, made or consented to any change which, in any such case, is material in the context of the Epwin Group taken as a whole to:
(A) the terms of the trust deeds constituting such pension schemes or to the benefits which accrue;
(B) the contributions which are payable to any such schemes or to the benefits which accrue or to the pensions which are payable under them;
(C) the basis on which qualifications for or accrual of or entitlement to such benefits or pensions are calculated or determined;
(D) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made; or
(E) agreed or consented to any change to the trustees of such pension schemes;
(xiv) save for Intra-Epwin Group Transactions, purchased, redeemed or repaid or proposed the purchase, redemption or repayment of any of its own shares or other securities or reduced or made any other change to any part of its share capital;
(xv) been unable or admitted that it is unable to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business; or
(xvi) entered into, varied or modified any contract, commitment, arrangement, or agreement or passed any resolution or made any offer (which remains open for acceptance) with respect to any of the transactions, matters or events referred to in this sub-paragraph 3(e) or announced an intention to do so;
No adverse change, litigation, regulatory enquiry or similar
(f) since 31 December 2024, save as Disclosed:
(i) no litigation, arbitration proceedings, prosecution or other legal proceedings having been instituted, announced or threatened or become pending or remaining outstanding by, against or in respect of any member of the Wider Epwin Group or to which any member of the Wider Epwin Group is or may become a party (whether as claimant, respondent or otherwise) and no enquiry or investigation by, or complaint or reference, to any Third Party having been threatened, announced, implemented or instituted or remaining outstanding by, against or in respect of any member of the Wider Epwin Group which, in any such case, would or might reasonably be expected adversely to affect any member of the Wider Epwin Group to an extent which is material in the context of the Epwin Group taken as a whole;
(ii) there having been no adverse change or deterioration in the business, assets, financial or trading position, profits or prospects or operational performance of any member of the Wider Epwin Group and which is material in the context of the Wider Epwin Group taken as a whole;
(iii) no contingent or other liability of any member of the Wider Epwin Group having arisen or become apparent or increased outside the ordinary course of business which would or might reasonably be expected to affect adversely the business, assets, financial or trading position or prospects of any member of the Wider Epwin Group to an extent which is materially adverse in the context of the Epwin Group taken as a whole;
(iv) no steps having been taken and no omissions having been made which would result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Epwin Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which would have a material and adverse effect on the Wider Epwin Group taken as a whole;
(v) no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Epwin Group having been threatened, announced, implemented or instituted or remaining outstanding by, against or in respect of any member of the Wider Epwin Group which in any case would or might reasonably be expected to have a material adverse effect on the Wider Epwin Group taken as a whole;
(vi) on or after the date of this Announcement, other than with the consent of Laumann UK, no action having been taken or proposed to be taken by any member of the Wider Epwin Group, or having been approved by the Epwin Shareholders or consented to by the Panel, which falls or would fall within or under Rule 21.1 of the Code or which otherwise is or would be materially inconsistent with the implementation by Laumann UK of the Acquisition on the basis contemplated as at the date of this Announcement; and
(vii) no member of the Wider Epwin Group having conducted its business in breach of any applicable laws and regulations which in any case is material in the context of the Wider Epwin Group taken as a whole;
No discovery of certain matters regarding information, liabilities and environmental issues
(g) save as Disclosed, Laumann UK not having discovered:
(i) that any business, financial or other information concerning any member of the Wider Epwin Group publicly disclosed or disclosed to any member of the Wider Laumann Group or its advisers at any time by or on behalf of any member of the Epwin Group is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading which, in any such case, is material in the context of the Epwin Group taken as a whole;
(ii) that any member of the Wider Epwin Group is subject to any liability, actual, contingent or otherwise, which is material in the context of the Epwin Group taken as a whole;
(iii) any information which affects the import of any information disclosed to any member of the Wider Laumann Group or its advisers at any time prior to the date of this Announcement by or on behalf of any member of the Wider Epwin Group and which, in any such case, is material in the context of the Epwin Group taken as a whole;
(iv) that any past or present member of the Wider Epwin Group has not complied with all applicable legislation or regulations of any jurisdiction with regard to the storage, disposal, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or to harm human health or otherwise relating to environmental matters (which non‑compliance might give rise to any liability (whether actual or contingent) on the part of any member of the Wider Epwin Group which is material in the context of the Epwin Group taken as a whole) or that there has otherwise been any such disposal, discharge, spillage, leak or emission (whether or not the same constituted a non‑compliance by any person with any such legislation or regulations and wherever the same may have taken place) which in any such case might give rise to any liability (whether actual or contingent) on the part of any member of the Wider Epwin Group which is material in the context of the Epwin Group taken as a whole;
(v) that there is, or is likely to be, any obligation or liability (whether actual or contingent) to make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any past or present member of the Wider Epwin Group or any controlled waters under any environmental legislation, regulation, notice, circular or order of any Third Party or otherwise and which is material in the context of the Epwin Group taken as a whole;
(vi) that circumstances exist (whether as a result of the implementation of the Acquisition or otherwise) which would be likely to lead to any Third Party instituting, or whereby any member of the Wider Epwin Group or the Wider Laumann Group would be likely to be required to institute, an environmental audit or take any other steps which in any such case would be likely to result in any actual or contingent liability on the part of any member of the Wider Epwin Group or the Wider Laumann Group to improve or install new plant or equipment or make good, repair, re-instate or clean up any land or other asset now or previously owned, occupied or made use of by any member of the Wider Epwin Group which liability is or is likely to be material in the context of the Epwin Group taken as a whole;
Anti-corruption, sanctions and criminal property
(h) save as Disclosed, Laumann UK not having discovered:
(i) any past or present member, director, officer or employee of the Wider Epwin Group or any person that performs or has performed services for or on behalf of the Wider Epwin Group is or has at any time engaged in any or has paid or agreed to pay any bribe including any "inducement fee" given or agreed to give any similar gift or benefit or paid or agreed to pay to a concealed bank account or fund to or for the account of, any customer, supplier, governmental official or employee, representative of a political party, or other person for the purpose of obtaining or retaining business or otherwise engaged in any activity, practice, conduct or done such things (or omitted to do such things) in contravention of the Bribery Act 2010, as amended, or the US Foreign Corrupt Practices Act 1977, as amended or any other anti-corruption legislation applicable to the Wider Epwin Group;
(ii) any past or present member, director, officer or employee of the Wider Epwin Group, or any other person for whom such person may be liable or responsible, has engaged in any activity or business with, or made any investments in, or made any payments, funds or assets available, to or received any funds or assets from: (i) any government, entity or individual in respect of which US or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by US or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control or HM Treasury; or (ii) any government, entity or individual named by any of the economic sanctions of the United Nations or the European Union or any of their respective member states;
(iii) a member of the Wider Epwin Group has engaged in any transaction which would cause the Wider Laumann Group to be in breach of any law or regulation upon its acquisition of Epwin, including the economic sanctions of the United States Office of Foreign Assets Control, or HM Treasury, or any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the European Union or any of its member states;
(iv) any member of the Wider Epwin Group is ineligible to be awarded any contract or business under section 23 of the Public Contracts Regulations 2006 or section 26 of the Utilities Contracts Regulations (2006) (each as amended); or
(v) any asset of any member of the Wider Epwin Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds of crime under any other applicable law, rule, or regulation concerning money laundering or proceeds of crime or any member of the Wider Epwin Group is found to have engaged in activities constituting money laundering under any applicable law, rule, or regulation concerning money laundering.
For the purposes of these Conditions:
(i) "Third Party" means any central bank, government, government department or governmental, quasi-governmental, supranational, statutory, administrative or regulatory body, or any court, institution, investigative body, association, trade agency or professional or environmental body or any other similar person or body in any jurisdiction;
(ii) a Third Party shall be regarded as having "intervened" if it has decided or, if applicable, given notice of a decision, to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or enacted, made or proposed any statute, regulation, decision or order or having taken any measures or other steps or required any action to be taken or information to be provided or otherwise having done anything and "intervene" shall be construed accordingly; and
(iii) "Authorisations" means authorisations, orders, grants, recognitions, determinations, certificates, confirmations, consents, clearances, licences, permissions, provisions and approvals, in each case of a Third Party.
PART B. CERTAIN FURTHER TERMS OF THE SCHEME AND THE
ACQUISITION
1. Conditions 2(a), 2(b) and 3(a) to (h) (inclusive) of Part A
above must each be fulfilled, determined by Laumann UK to be or to remain
satisfied or (if capable of waiver) be waived by Laumann UK prior to 11.59
p.m. on the date immediately preceding the date of the Scheme Court Hearing,
failing which the Scheme will, with the consent of the Panel (if required),
lapse.
2. Notwithstanding the paragraph above, subject to the
requirements of the Panel and the Code, Laumann UK reserves the right in its
sole discretion to waive:
(a) the deadline set out in Condition 1 of Part A above, and any deadlines set out in Condition 2 of Part A above for the timing of the Court Meeting, the General Meeting and the Scheme Court Hearing. If any such deadline is not met, Laumann UK shall make an announcement by 8.00 a.m. on the business day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with Epwin to extend the deadline in relation to the relevant Condition. In all other respects, Conditions 1 and 2 of Part A above cannot be waived; and
(b) in whole or in part, all or any of the Conditions 3(a) to (h) (inclusive) of Part A above.
3. Subject to paragraph 3(g) of Appendix 7 of the Code,
Laumann UK shall be under no obligation to waive (if capable of waiver) or
treat as fulfilled any of the Conditions in sub-paragraphs 3(a) to (h)
(inclusive) by a date earlier than the latest date for the fulfilment of that
Condition notwithstanding that the other Conditions may at such earlier date
have been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any such Conditions may not be capable of
fulfilment.
4. If Laumann UK is required by the Panel to make an offer or
offers for the Epwin Shares under the provisions of Rule 9 of the Code,
Laumann UK may make such alterations to the terms and Conditions of the
Acquisition as may be necessary to comply with the provisions of that Rule.
5. Under Rule 13.5(a) of the Code, Laumann UK may only invoke
a Condition that is subject to Rule 13.5(a) of the Code so as to cause the
Acquisition not to proceed, to lapse or to be withdrawn with the consent of
the Panel. The Panel will normally only give its consent if the
circumstances which give rise to the right to invoke the Condition are of
material significance to Laumann UK in the context of the Acquisition. This
will be judged by reference to the facts of each case at the time that the
relevant circumstances arise.
6. Conditions 1, 2(a), 2(b) and 2(c) of Part A above and, if
applicable, any acceptance condition if the Acquisition is implemented by
means of an Offer, are not subject to Rule 13.5(a) of the Code.
7. Any Condition that is subject to Rule 13.5(a) of the Code
may be waived by Laumann UK.
8. Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other Condition.
9. The Epwin Shares to be acquired by Laumann UK pursuant to
the Acquisition will be acquired fully paid and free from all liens, equities,
charges, encumbrances, rights of pre-emption and other third party rights and
interests of any nature whatsoever and together with all rights now or
hereafter attaching thereto, including the right to receive and retain all
dividends and other distributions (if any) declared, paid or made on or after
the date of this Announcement.
10. Laumann UK reserves the right, with the consent of the Panel
(and subject to the terms of the Co-operation Agreement), to elect to
implement the Acquisition by way of an Offer. In such event, such Offer will
be implemented on the same terms (subject to appropriate amendments, including
(without limitation) an acceptance condition set at 90 per cent. of the shares
to which the Offer relates (or such lesser percentage (being more than 50 per
cent. of the Epwin Shares) as Laumann UK may (subject to the terms of the
Co-operation Agreement) determine) of the shares to which the Offer relates),
so far as applicable, as those which would apply to the Scheme. Further, if
sufficient acceptances of such Offer are received and/or sufficient Epwin
Shares are otherwise acquired, it is the intention of Laumann UK to apply the
provisions of the Act to acquire compulsorily any outstanding Epwin Shares to
which such Offer relates.
11. Save to the extent provided in this Announcement, if any
dividend and/or other distribution and/or other return of capital is
announced, authorised, declared, made or paid in respect of Epwin Shares on or
after the date of this Announcement and prior to the Scheme becoming
Effective, Laumann UK reserves the right (without prejudice to any right of
Laumann UK to invoke the Condition in sub-paragraph 3(e)(ii)), to reduce the
Cash Consideration for the Epwin Shares by an amount up to the amount of such
dividend and/or distribution and/or return of capital so announced, declared
or paid, in which case any reference in this Announcement or in the Scheme
Document to the Cash Consideration for the Epwin Shares will be deemed to be a
reference to the Cash Consideration as so reduced. To the extent that any
such dividend and/or distribution and/or other return of capital is announced,
declared or paid and it is: (i) transferred pursuant to the Acquisition on a
basis which entitles Laumann UK to receive the dividend or distribution and to
retain it; or (ii) cancelled, the Cash Consideration will not be subject to
change in accordance with this paragraph. Any exercise by Laumann UK of its
rights referred to in this paragraph shall be the subject of an announcement
and, for the avoidance of doubt, shall not be regarded as constituting any
revision or variation of the Acquisition. For the further avoidance of
doubt, any payments made in cash or by way of the delivery of shares on the
vesting of awards calculated by reference to dividends accrued in respect of
those underlying vested shares are not to be construed as a dividend,
distribution or return of capital for the purposes of this paragraph.
12. The availability of the Acquisition to persons not resident
in the United Kingdom may be affected by the laws and/or regulations of the
relevant jurisdiction. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable requirements.
13. The Acquisition is not being made, directly or indirectly,
in, into or from, or by use of the mails of, or by any means of
instrumentality (including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities exchange of,
any Restricted Jurisdiction.
14. The Scheme will be governed by English law and will be
subject to the jurisdiction of the English courts, to the Conditions, to the
terms to be set out in the Scheme Document and to the applicable requirements
of English law, the English Courts, the Act, the Code, the Panel, the FCA, the
London Stock Exchange and the Registrar of Companies.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
1. Unless otherwise stated in this Announcement:
(a) financial information relating to Laumann has been extracted from the audited consolidated accounts of Laumann for the two financial years ended 31 December 2024;
(b) financial information relating to Epwin has been extracted from the audited accounts of Epwin for the financial year ended 31 December 2024;
(c) current trading information on Epwin in respect of the financial year ending on 31 December 2025 is unaudited and is based on internal Epwin records and analysis;
(d) the value of the fully diluted share capital of Epwin has been calculated on the basis of:
(i) 135,925,824 Epwin Shares in issue on the Latest Practicable Date; and
(ii) an estimated up to a further 3,502,950 unissued Epwin Shares reserved for issue pursuant to options and other rights to acquire Epwin Shares outstanding under the Epwin Share Plans on the Latest Practicable Date and are, or will be upon the Scheme becoming Effective, capable of exercise;
(e) the value of the Acquisition based on the Cash Consideration of 120 pence per Epwin Share is calculated on the basis of the issued and to be issued share capital of Epwin (as described in sub-paragraph 1(d) above) resulting in the aggregate Cash Consideration being approximately £167.3 million;
(f) the enterprise value of £269.6 million of Epwin has been calculated based on:
(i) the aggregate Cash Consideration of £167.3 million set out above, plus
(ii) Epwin's post-IFRS 16 net debt of £102.3 million, derived from Epwin's audited accounts for the financial year ended 31 December 2024;
(g) the enterprise value set out above equates to a multiple of 6.1 times the post-IFRS 16 Adjusted EBITDA of Epwin for the year ended 31 December 2024, which was £44.5 million;
(h) all share prices for the Epwin Shares have been derived from the AIM Appendix of the Daily Official List;
(i) volume-weighted average prices have been derived from S&P Global (S&P Capital IQ Pro); and
(j) all share prices quoted for the Epwin Shares are Closing Prices.
APPENDIX III
IRREVOCABLE UNDERTAKINGS AND LETTER OF INTENT
Epwin Directors' Irrevocable Undertakings
The following Epwin Directors (being all of the Epwin Directors who are
interested in Epwin Shares) have given 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 (or in the event that the
Acquisition is implemented by means of an Offer, to accept (or procure the
acceptance of, the Offer)) in each case in respect of their interests in Epwin
Shares (and those of certain connected persons):
Name of Epwin Director Number of Epwin Shares in respect of which undertaking is given Percentage of Epwin's issued share capital
Stephen Harrison 10,000 0.01%
Jonathan Bednall 426,183 0.31%
Christopher Empson 369,393 0.27%
Shaun Smith 10,000 0.01%
Total 815,576 0.60%
These irrevocable undertakings also cover any Epwin Shares issued pursuant to
the future exercise of options over Epwin Shares already granted under the
Epwin Share Plans. The number of Epwin Shares stated as being irrevocably
committed excludes any Epwin Shares which may arise from the future exercise
of options already granted under the Epwin Share Plans.
The irrevocable undertakings entered into by the Epwin Directors shall lapse
and cease to have effect on the earlier to occur of:
• the Scheme Document or the Offer Document (as the case
may be) not being posted to Epwin Shareholders within 28 days (or such longer
period as may be agreed between Epwin, Laumann UK and the Panel) of this
Announcement provided that if the Acquisition was initially being implemented
by way of a Scheme and Laumann UK elects to exercise its right to implement
the Acquisition by way of an Offer (with the consent of the Panel and subject
to the terms of the Co-operation Agreement), or vice versa, the time period
referred to in this paragraph shall be extended to refer to within 28 days of
the issue of the announcement of the change in structure (or such other date
for the posting of the Scheme Document or the Offer Document (as the case may
be) as the Panel may require);
• the Long Stop Date;
• the Scheme (or Offer, as applicable) lapsing or being
withdrawn in accordance with its terms, provided that this paragraph shall not
apply:
o where the Scheme is withdrawn or lapses as a result of Laumann UK
exercising its right to implement the Acquisition by way of an Offer rather
than a Scheme or vice versa; or
o if the lapse or withdrawal is, in compliance with the requirements of the
Code and the Panel, followed within five business days by an announcement
under Rule 2.7 of the Code by Laumann UK (or a person acting in concert with
it) to implement the Acquisition either by a new, revised or replacement
scheme of arrangement pursuant to Part 26 of the Act or an Offer.
Other Epwin Shareholders
The following Epwin Shareholders have given 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 (or in the event that
the Acquisition is implemented by means of an Offer, to accept (or procure the
acceptance of, the Offer)) in each case in respect of their interests in Epwin
Shares:
Name of Epwin Shareholder giving undertaking Number of Epwin Shares in respect of which undertaking is given Percentage of Epwin's issued share capital
The trustees of The Anthony James Rawson Business Will Trust (the "Trust") 17,785,600 13.08%
Pentwin Group Limited ("PGL") 2,464,400 1.81%
Kennedy Capital Investments Limited ("KCIL") 20,250,000 14.90%
Total 40,500,000 29.80%
(a) The irrevocable undertaking entered into by KCIL shall lapse
and cease to have effect on the earlier to occur of:
· 30 April 2026; or
· the Scheme (or Offer, as applicable) lapsing or
being withdrawn in accordance with its terms, provided that this paragraph
shall not apply:
o where the Scheme is withdrawn or lapses as a result of Laumann UK
exercising its right to implement the Acquisition by way of an Offer rather
than a Scheme or vice versa;
o if the lapse or withdrawal is, in compliance with the requirements of
the Code and the Panel, followed within five business days by an announcement
under Rule 2.7 of the Code by Laumann UK (or a person acting in concert with
it) to implement the Acquisition either by a new, revised or replacement
scheme of arrangement pursuant to Part 26 of the Act or an Offer; or
o upon any competing offer for Epwin being declared unconditional or
becoming effective (as the case may be).
(b) The irrevocable undertakings entered into by the Trust and
PGL shall lapse and cease to have effect on the earlier to occur of:
· 31 December 2025 or (if the Acquisition has not
become Effective by that date) the Long Stop Date; or
· the Scheme (or Offer, as applicable) lapsing or
being withdrawn in accordance with its terms, provided that this paragraph
shall not apply:
o where the Scheme is withdrawn or lapses as a result of Laumann UK
exercising its right to implement the Acquisition by way of an Offer rather
than a Scheme or vice versa; or
o if the lapse or withdrawal is, in compliance with the requirements of
the Code and the Panel, followed within five business days by an announcement
under Rule 2.7 of the Code by Laumann UK (or a person acting in concert with
it) to implement the Acquisition either by a new, revised or replacement
scheme of arrangement pursuant to Part 26 of the Act or an Offer.
Letter of intent from an Epwin Shareholder
The following Epwin Shareholder has given a non-binding letter of intent to
vote (or procure the vote) in favour of the Scheme at the Court Meeting and
the Special Resolution at the General Meeting (or in the event that the
Acquisition is implemented by means of an Offer, to accept (or procure the
acceptance of, the Offer)) in each case in respect of their interest in Epwin
Shares:
Name of Epwin Shareholder giving letter of intent Number of Epwin Shares in respect of which letter of intent is given Percentage of Epwin issued share capital
Otus Capital Management Limited 6,482,153 4.77%
Total 6,482,153 4.77%
APPENDIX IV
DEFINITIONS
In this Announcement, the following words and expressions have the following
meanings, unless the context requires otherwise:
"Acquisition" the proposed acquisition by Laumann UK of the entire issued and to be issued
share capital of Epwin by means of the Scheme or (should Laumann UK so elect,
subject to the consent of the Panel and to the terms of the Co-operation
Agreement) by means of an Offer and, where the context admits, any subsequent
revision, variation, extension or renewal thereof
"Act" the Companies Act 2006 (as amended)
"Admission" the admission of the Epwin Shares to trading on AIM on 24 July 2014
"AIM" AIM, a market operated by the London Stock Exchange
"AIM Rules" the rules governing the admission to, and operation of, AIM as set out in the
AIM Rules for Companies published by the London Stock Exchange from time to
time
"Announcement" this announcement
"business day" a day (excluding Saturdays, Sundays and public holidays) on which banks are
generally open for business in the City of London
"Cash Consideration" the cash consideration due to a Scheme Shareholder from Laumann UK under the
Scheme in connection with the acquisition of Scheme Shares
"certificated" or where a share or other security is not in uncertificated form (that is, not in
"in certificated form" CREST)
"Closing Price" the closing middle market quotation of an Epwin Share as derived from the AIM
Appendix of the Daily Official List
"CMA Condition" the Condition appearing at paragraph 3(a) of Part A of Appendix I of this
Announcement
"Code" the City Code on Takeovers and Mergers, published by the Panel from time to
time
"Conditions" the conditions to the Acquisition (including the Scheme) which are set out in
Appendix I to this Announcement and to be set out in the Scheme Document
"connected person" as defined in section 252 of the Act
"Court" the High Court of Justice in England and Wales
"Court Meeting" the meeting of the Scheme Shareholders to be convened pursuant to an order of
the Court under section 896 of the Act for the purposes of considering and, if
thought fit, approving the Scheme (with or without amendment) and any
adjournment of such meeting
"CREST" the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear UK & International Limited is the Operator (as defined in the
CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)
"Daily Official List" the daily official list of the London Stock Exchange
"Dealing Disclosure" the announcement concerning dealings in relevant securities of any party to
the Acquisition required for the purposes of Rule 8 of the Code
"Deutsche Bank" Deutsche Bank AG
"Disclosed" (a) as disclosed in Epwin's report and accounts for the financial year ended 31 December 2024;
(b) as publicly announced by Epwin (by the delivery of an announcement to an authorised Regulatory Information Service prior to the date of this Announcement);
(c) as disclosed in this Announcement; or
(d) as otherwise fairly disclosed in writing, or in the documentation or written information provided, to Laumann or its advisers by or on behalf of Epwin prior to the date of this Announcement in the context of the Acquisition
"DZ Bank" DZ BANK AG, Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main
"Effective" in the context of the Acquisition:
(a) if the Acquisition is implemented by way of the Scheme, the Scheme having become effective pursuant to its terms; or
(b) if the Acquisition is implemented by way of an Offer, the Offer having been declared or become unconditional in accordance with the requirements of the Code
"Effective Date" the date on which the Scheme Court Order is delivered to the Registrar of
Companies for registration and, accordingly, the Scheme becomes Effective in
accordance with its terms
"Enlarged Group" the Wider Laumann Group as enlarged by the Acquisition
"Epwin" Epwin Group plc (incorporated in England and Wales under the Act with
registered number 07742256), whose registered office is at Friars Gate, 1011
Stratford Road, Solihull, West Midlands B90 4BN
"Epwin Board" or "Epwin Directors" the board of directors of Epwin and "Epwin Director" means any member of the
Epwin Board
"Epwin Group" Epwin, its subsidiaries, its holding companies, and the subsidiaries of its
holding companies and, where the context so permits, each of them
"Epwin LTIP" the Epwin Long Term Incentive Plan, as amended from time to time
"Epwin SAYE Plan" the Epwin Group plc SAYE Option Plan, as amended from time to time
"Epwin Share Plans" together, the Epwin LTIP and the Epwin SAYE Plan
"Epwin Shareholders" holders of Epwin Shares
"Epwin Shares" the ordinary shares of 0.05 pence each in the capital of Epwin
"Evaluation" a comprehensive evaluation of Epwin and its operations to be undertaken by
Laumann and Epwin senior management following the Effective Date
"Excluded Shares" any Epwin Shares:
(a) beneficially owned by, or registered in the name of, Laumann UK, Laumann or any other member of the Laumann or any of their nominee(s); or
(b) held by Epwin in treasury,
in each case at the Scheme Record Time
"Facility Agreement" the facility agreement dated on or about the date of this Announcement and
made among, amongst others, Deutsche Bank, DZ Bank and VEKA AG
"FCA" the UK Financial Conduct Authority
"Forms of Proxy" as the context may require, either or both of (i) the form of proxy for use at
the Court Meeting, and (ii) the form of proxy for use at the General Meeting
"General Meeting" the general meeting of Epwin Shareholders to be held for the purpose of the
Scheme and any adjournment of such meeting
"Latest Practicable Date" 6 August 2025, being the latest practicable business day prior to the date of
this Announcement
"Laumann" Laumann Stiftung & Co. KG (incorporated in the Federal Republic of
Germany), registered in the District Court of Münster with identification
number HRA 6237 and whose registered office is at Dieselstraße 8, 48324
Sendenhorst, Germany
"Laumann Board" or "Laumann Directors" the board of directors of Laumann and "Laumann Director" means any member of
the Laumann Board
"Laumann Group" Laumann, its subsidiaries and, where the context so permits, each of them
"Laumann UK" Laumann Group UK Limited (incorporated in England and Wales under the
Act with registered number 05717265), whose registered office is Rossendale
Industrial Estate, Farrington Road, Burnley, Lancashire BB11 5DA
"Laumann UK Board" or "Laumann UK Directors" the board of directors of Laumann UK and "Laumann UK Director" means any
member of the Laumann UK Board
"London Stock Exchange" London Stock Exchange Group plc
"Long Stop Date" 30 April 2026, or such later date as Epwin and Laumann UK may, with the
consent of the Panel, agree and (if required) the Court approves
"Offer" a takeover offer pursuant to Chapter 3 of Part 28 of the Act made by or on
behalf of Laumann UK for the entire issued and to be issued share capital of
Epwin
"Offer Document" should the Acquisition be implemented by way of an Offer, the document that
would be sent, or made available, to Epwin Shareholders containing, amongst
other things, the full terms and conditions of the Offer
"Offer Period" the period commencing on the date of this Announcement and ending in
accordance with the rules of the Code
"Opening Position Disclosure" the announcement required for the purposes of Rule 8 of the Code containing
details of interests or short positions in, or rights to subscribe for, any
relevant securities of a party to the Acquisition if the person concerned has
such a position
"Overseas Shareholders" Scheme Shareholders who are resident in, ordinarily resident in, or citizens
of, jurisdictions outside the United Kingdom
"Panel" the Panel on Takeovers and Mergers
"pounds", "£", "pence", "p" or "Sterling" the lawful currency of the United Kingdom
"post-IFRS 16 Adjusted EBITDA" the pre-IFRS 16 adjusted EBITDA, after taking into account the effect of net
repayments in respect of IFRS 16 finance leases
"pre-IFRS 16 Adjusted EBITDA" underlying operating profit (being operating profit before amortisation of
acquired other intangible assets, goodwill impairment charges, share-based
payments and other non-underlying items) excluding the effect of net
repayments in respect of IFRS 16 finance leases and before interest, taxation,
depreciation and amortisation
"Registrar of Companies" the Registrar of Companies for England and Wales, within the meaning of the
Act
"Regulatory Information Service" any information service authorised from time to time by the FCA for the
purpose of disseminating regulatory announcements
"Restricted Employee" for the purposes of the Confidentiality Agreement, any person who is or was
during the 12 month period prior to the date of the Confidentiality Agreement
employed by Epwin or any member of the Epwin Group in a senior managerial,
supervisory, technical or sales capacity or otherwise involved in discussions
or negotiations relating to the Acquisition
"Restricted Jurisdiction" any jurisdiction where local laws or regulations may result in a significant
risk of civil, regulatory or criminal exposure if information concerning the
Acquisition (including this Announcement) is sent or made available to Epwin
Shareholders in that jurisdiction
"RMI" repair, maintenance and improvement
"Scheme" the scheme of arrangement proposed to be made under Part 26 of the Act between
Epwin and the Scheme Shareholders to implement the Acquisition, with or
subject to any modification, addition or condition approved or imposed by the
Court and agreed by Epwin and Laumann UK, the full terms of which will be set
out in the Scheme Document
"Scheme Court Hearing" the hearing by the Court of the claim form for the sanction of the Scheme
"Scheme Court Order" the order of the Court sanctioning the Scheme under section 899 of the Act
"Scheme Document" the scheme document containing further details of, inter alia, the Acquisition
and the Scheme to be published by Epwin and sent to Epwin Shareholders in due
course
"Scheme Record Time" 6.00 p.m. on the business day immediately following the date of the Scheme
Court Hearing
"Scheme Shareholders" holders of a Scheme Share, and a "Scheme Shareholder" shall mean any one of
the Scheme Shareholders
"Scheme Shares" Epwin Shares:
(i) in issue at the date of the Scheme Document;
(ii) issued after the date of the Scheme Document, but before
the Voting Record Time; and
(iii) issued at or after the Voting Record Time but on or before
the Scheme Record Time on terms that the original or any subsequent holders
are bound by the Scheme or in respect of which such holders shall have agreed
in writing to be so bound,
in each case, other than any Excluded Shares
"Shore Capital" or "Rule 3 Adviser" Shore Capital and Corporate Limited or Shore Capital Stockbrokers Limited, as
the context requires, together Financial Adviser, Rule 3 Adviser, Nominated
Adviser and Joint Broker to Epwin
"Special Resolution" the special resolution to be proposed at the General Meeting necessary to
implement the Scheme, including (without limitation) to implement certain
amendments to be made to the articles of association of Epwin
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"uncertificated" or "in uncertificated form" in relation to a share or other security, recorded on the relevant register in
uncertificated form in CREST and title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST
"US" or "United States" the United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia and all other areas
subject to its jurisdiction
"US Exchange Act" the US Securities Exchange Act 1934, as amended
"US person" as defined in Regulation S, as promulgated under the Securities Act
"VEKA AG" VEKA AG (incorporated in the Federal Republic of Germany), registered in the
District Court of Münster with identification number HRB 8282 and whose
registered office is at Dieselstraße 8, 48324 Sendenhorst, Germany
"Voting Record Time" 6.00 p.m. on the day which is two days before the date of the Court Meeting
or, if such Court Meeting is adjourned, 6.00 p.m. on the day which is two days
before the date of such adjourned meeting
"Wider Epwin Group" Epwin, its subsidiaries, subsidiary undertakings and associated undertakings
and any other body corporate, partnership, joint venture or person in which
Epwin and such undertakings (aggregating their interests) have an interest in
20 per cent. or more of the voting or equity capital (or the equivalent)
"Wider Laumann Group" Laumann, its subsidiaries, subsidiary undertakings and associated undertakings
and any other body corporate, partnership, joint venture or person in which
Laumann and such undertakings (aggregating their interests) have an interest
in 20 per cent. or more of the voting or equity capital (or the equivalent)
(which, for the avoidance of doubt, includes Laumann UK)
For the purposes of this Announcement, the expressions "subsidiary",
"subsidiary undertaking", "associated undertaking" and "undertaking" have the
respective meanings given by the Act.
In this Announcement, references to the singular include the plural and vice
versa, unless the context otherwise requires.
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