REG - Devro PLC - De-listing and Cancellation of trading of shares

LazardAnnouncement

14/04/2023 09:45

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RNS Number : 2568W  Devro PLC  14 April 2023

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

14 April 2023

Recommended Cash Acquisition

of

Devro plc ("Devro")

by

SARIA Nederland B.V. ("Bidco")

an indirect subsidiary undertaking of SARIA SE & CO. KG.

implemented by a Scheme of Arrangement

under Part 26 of the Companies Act 2006

De-listing and Cancellation of trading of Devro plc shares

On 25 November 2022, the boards of Devro and Bidco announced that they had
agreed the terms of a recommended cash acquisition by Bidco of the entire
issued and to be issued ordinary share capital of Devro (the "Acquisition"),
to be implemented by way of a scheme of arrangement under Part 26 of the
Companies Act (the "Scheme").

On 16 February 2023, the boards of Devro and Bidco announced (the "Increased
Offer Announcement") that they had agreed the terms of an increased and final
recommended cash acquisition of the entire issued and to be issued ordinary
share capital of Devro. The full terms of, and Conditions to, the Acquisition
are set out in the scheme document relating to the Acquisition published by
Devro on 13 January 2023 (the "Scheme Document"), as modified by the Increased
Offer Announcement.

Further to the announcement made by Devro and Bidco this morning in relation
to the Scheme becoming effective, Devro now confirms that, following an
application by Devro, the Financial Conduct Authority has cancelled the
listing of Devro Shares on the premium listing segment of the Official List
and the London Stock Exchange has cancelled the trading of Devro Shares on the
London Stock Exchange's main market for listed securities, in each case with
effect from 8.00 a.m. today, 14 April 2023.

Capitalised terms in this announcement, unless otherwise defined, have the
meaning given to them in the Scheme Document.

 

 

 

 Enquiries:

 Devro                                             Tel: +44 (0) 20 3727 1340
 Rutger Helbing
 Rohan Cummings

 Lazard (Financial Adviser to Devro)               Tel: +44 (0) 20 7187 2000
 Richard Shaw
 Matt Knott
 James Cliffe

 Numis Securities (Corporate Broker to Devro)      Tel: +44 (0) 20 7260 1000
 Stuart Dickson
 Tom Jacob
 Edmund van der Klugt

 FTI Consulting (Communications Adviser to Devro)
 Richard Mountain                                  Tel: +44 (0) 20 3727 1340
 Ariadna D. Peretz                                 Tel: +44 (0) 7890 417 764

 Clifford Chance LLP is acting as legal adviser to Devro, and Shepherd and
 Wedderburn is providing legal advice to Devro on matters of Scots law.

Further information

This announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer, invitation or the solicitation
of an offer to purchase, subscribe for, otherwise acquire, sell or otherwise
dispose of any securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any
sale, issuance or transfer of securities in any jurisdiction in contravention
of applicable law. This announcement does not constitute a prospectus or a
prospectus equivalent document.

The Acquisition is made solely pursuant to the terms of the Scheme Document,
as modified by the Increased Offer Announcement, which, together with the
Forms of Proxy, contains the full terms and Conditions of the Scheme.

This announcement has been prepared for the purpose of complying with English
law and the Takeover Code 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 jurisdictions outside the United
Kingdom.

The Acquisition is subject to the applicable requirements of the Takeover
Code, the Panel, the London Stock Exchange and the Financial Conduct Authority
("FCA").

Important notices

Lazard, which is authorised and regulated in the United Kingdom by the FCA, is
acting exclusively as financial adviser to Devro and no one else in connection
with the Acquisition and will not be responsible to anyone other than Devro
for providing the protections afforded to clients of Lazard nor for providing
advice in relation to the Acquisition 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.

Numis Securities Limited ("Numis"), which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively as Corporate Broker for Devro
and no one else in connection with the Acquisition and will not be responsible
to anyone other than Devro for providing the protections afforded to clients
of Numis nor for providing advice in relation to the Acquisition or any other
matter referred to in this announcement. Neither Numis nor any of its group
undertakings 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 Numis
in connection with the possible offer or any matter referred to herein.

Overseas Shareholders

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by the laws of those
jurisdictions and therefore persons into whose possession this announcement
comes should inform themselves about and observe such restrictions. Any
failure to comply with any such restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the Acquisition disclaim
any responsibility or liability for the violation of such restrictions by any
person.

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