REG - Essentra plc - Circ re. Publication of Class 1 and Notice of GM

EssentraAnnouncement

15/07/2022 13:00

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RNS Number : 6842S  Essentra plc  15 July 2022

 

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

 

 

ESSENTRA PLC

 

A leading global provider of essential components and solutions

 

 

PUBLICATION OF CLASS 1 CIRCULAR AND NOTICE OF GENERAL MEETING

 

Further to the announcement on 24 June 2022 by Essentra plc ("Essentra" or the
"Company") regarding the proposed disposal of ESNT Packaging & Securing
Solutions Limited and Essentra Packaging US Inc and their respective
subsidiary companies to the Mayr-Melnhof Group (the "Disposal"), the Company
is pleased to announce that a shareholder circular relating to the Disposal
(the "Circular") has been approved by the Financial Conduct Authority and has
been published.

 

The Circular contains further details on the Disposal and, since the Disposal
is conditional upon (amongst other things) the approval of the Company's
shareholders, also contains a notice convening a general meeting ("General
Meeting") of the Company which is to be held at Oriental Club, Stratford
House, Stratford Place, London W1C 1ES on 8 August 2022 at 12.30pm at which an
ordinary resolution will be proposed to the Company's shareholders to approve
the Disposal (the "Resolution").

 

The Board considers the Disposal (and the Resolution necessary to implement
the Disposal) to be in the best interests of the Company and its shareholders
as a whole and unanimously recommends that shareholders vote in favour of the
Resolution at the General Meeting.

 

Shareholders will shortly be sent a copy of the Circular or an electronic
notification in relation to the same, as relevant. The Circular will be made
available on the Company's website, www.essentraplc.com, and will be submitted
to the National Storage Mechanism, where it will be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

 

 

                                                  Media enquiries:
 Investor enquiries:

                                                  Tulchan Communications LLP
 Essentra plc

                                                  Olivia Peters
 Emma Reid, Head of Governance

                                                  Martin Robinson
 Jack Clarke, Chief Financial Officer

 Claire Goodman, Group Investor Relations Manager

                                                  Tel: +44 (0)20 7353 4200
 Tel: +44 (0)1908 359100

 

 

 

Cautionary forward-looking statement

This announcement contains forward-looking statements based on current
expectations and assumptions. Various known and unknown risks, uncertainties
and other factors may cause actual results to differ from any future results
or developments expressed or implied by the forward-looking statement. Each
forward-looking statement speaks only as of the date of this announcement. The
Company accepts no obligation to revise or publicly update these
forward-looking statements or adjust them to future events or developments,
whether as a result of new information, future events or otherwise, except to
the extent legally required.

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and, therefore, any
persons who are subject to the laws of any jurisdiction other than the United
Kingdom should inform themselves about, and observe, any applicable
requirements. Any failure to comply with these requirements or restrictions
may constitute a violation of the securities laws or regulations of any such
jurisdiction. This announcement has been prepared for the purposes of
complying with English law and the UK Listing 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 of England.

No offer or solicitation

This announcement does not constitute or form part of any offer or invitation
to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or
issue, or any solicitation of any offer to sell, otherwise dispose of, issue,
purchase, otherwise acquire or subscribe for, any security.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or estimate
for any period.

Important information relating to financial advisers

Credit Suisse International ("Credit Suisse"), which is authorised by the
Prudential Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United Kingdom, is
acting as financial adviser for Essentra plc and no one else in connection
with the transaction only and will not regard any other person as its client
in relation to the transaction or any other matter referred to in this
announcement and will not be responsible to anyone other than Essentra plc for
providing the protections afforded to clients of Credit Suisse, nor for
providing advice to any other person in relation to the content of this
announcement or any other matter referenced herein.

Neither Credit Suisse 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 Credit Suisse in connection with this
announcement, any statement contained herein or otherwise

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting exclusively as
financial adviser to the Board of Essentra plc and no one else in connection
with the transaction and will not be responsible to anyone other than the
Board of Essentra plc for providing the protections afforded to clients of
Lazard, nor for providing advice to any other person in relation to the
transaction or any other matters referred to in this announcement. Neither
Lazard nor any of its 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 Lazard
in connection with this announcement, any statement contained herein or
otherwise.

Notes to Editors

About Essentra plc

Essentra plc is a FTSE 250 company and a leading global provider of essential
components and solutions. Organised into three global divisions, Essentra
focuses on the light manufacture and distribution of high volume, enabling
components which serve customers in a wide variety of end-markets and
geographies.

Headquartered in the United Kingdom, Essentra's global network extends to 34
countries and includes 8,327 employees, 47 principal manufacturing facilities,
28 sales & distribution operations and two research & development
centres. For further information, please visit www.essentraplc.com.

Essentra Components

Essentra Components is a global market leading manufacturer and distributor of
plastic injection moulded, vinyl dip moulded and metal items. Operating in 25
countries worldwide, 13 manufacturing facilities and 23 sales &
distribution centres serve more than 79,000 customers with a rapid supply of
low cost but essential products for a variety of applications in industries
such as equipment manufacturing, automotive, fabrication, electronics and
construction. The division also includes the Reid Supply business, which
provides a wide range of branded hardware supplies to a broad base of
industrial customers, largely located in the US Mid-West.

Essentra Packaging

Essentra Packaging is one of only two multicontinental suppliers of a full
secondary packaging range to the health and personal care sectors, with 23
facilities across three geographic regions. The division's innovative products
include cartons, leaflets, self-adhesive labels and printed foils used in
blister packs, which help customers to meet the rapidly-changing requirements
of these end-markets and can also be combined with Essentra's authentication
solutions to help the fight against counterfeiting.

Essentra Filters

Essentra Filters is the only global independent cigarette filter supplier.
Currently headquartered in Singapore, the division has 12 sites across nine
countries, including two innovation centres, providing a flexible
infrastructure strategically positioned to serve the tobacco sector. The
business supplies a wide range of value-adding high-quality innovative
filters, packaging solutions to the roll your own segment and analytical
laboratory services for ingredient measurement to the industry: Essentra's
offering also includes Heat Not Burn and e-cigarette solutions to the rapidly
evolving market for Next Generation Products. The division also includes the
Tear Tapes business, which is globally recognised as the leading manufacturer
and supplier of pressure-sensitive tear tapes, that are largely used in the
tobacco, e-commerce, food and beverage and specialist packaging sectors.

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