REG - Devro PLC - Scheme of Arrangement becomes effective

LazardAnnouncement

14/04/2023 08:15

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RNS Number : 2465W  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

Scheme of Arrangement becomes effective

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.

On 13 April 2023, Devro announced that the Court had sanctioned the Scheme at
the Court Hearing.

Devro and Bidco are pleased to announce that, following delivery of a copy of
the Court Order to the Registrar of Companies today, all the Conditions set
out in the scheme document published by Devro on 13 January 2023 (the "Scheme
Document") have now been satisfied or waived and the Scheme has today become
effective in accordance with its terms. Accordingly, the entire issued and to
be issued ordinary share capital of Devro is now owned by Bidco.

Delisting and cancellation of trading of Devro Shares

Applications have been made to the Financial Conduct Authority and the London
Stock Exchange in relation to the de-listing of Devro Shares from the premium
listing segment of the Official List and the cancellation of the admission to
trading of Devro Shares on the London Stock Exchange's main market for listed
securities, which is expected to take place by 8.00 a.m. today, 14 April 2023.

Settlement of consideration

As set out in the Scheme Document, in the case of Scheme Shareholders who held
their Scheme Shares at the Scheme Record Time in certificated form and have
set up an Electronic Payment Mandate, settlement of any cash consideration
payable to them pursuant to the Scheme will be effected by electronic transfer
as soon as practicable and in any event no later than 14 days after the date
of this announcement.

In the case of Scheme Shareholders who held their Scheme Shares at the Scheme
Record Time in certificated form but did not set up an Electronic Payment
Mandate, settlement of any cash consideration payable to them pursuant to the
Scheme will be effected by means of cheques which will be despatched as soon
as practicable and in any event no later than 14 days after the date of this
announcement.

In the case of Scheme Shareholders who held their Scheme Shares at the Scheme
Record Time in uncertificated form, settlement of any cash consideration
payable to them pursuant to the Scheme will be effected by means of an assured
payment obligation created in favour of such Scheme Shareholder's payment bank
in accordance with the CREST assured payment arrangements as soon as
practicable and in any event no later than 14 days after the date of this
announcement.

Resignations of Devro non-executive directors

As the Scheme has now become effective in accordance with its terms, Devro
announces that the resignations of each of Steve Good, Lesley Jackson, Jeremy
Burks, Rikke Mikkelsen and Malcolm Swift from the Devro Board are also
effective as of today.

Appointments of Devro directors

As the Scheme has now become effective in accordance with its terms, Devro
announces that the appointments of each of Christian Stehmann and Harald van
Boxtel to the Devro Board are also effective as of today.

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

 Bidco                                              Tel: +49 (0) 2592 210 422
 Dustin Crefeld

 J.P. Morgan Cazenove (Financial Adviser to Bidco)  Tel: +44 (0) 20 7742 4000
 Dwayne Lysaght
 Karim Taha

 PwC (Financial Adviser to Bidco)                   Tel: +44 (0) 20 7583 5000
 Jon Raggett
 Duncan Skailes

 Powerscourt (Communications adviser to Bidco)      Tel: +44 (0) 20 7250 1446
 Victoria Palmer-Moore
 James White
 Nick Dibden

 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. Travers
 Smith LLP is acting as legal adviser to Bidco.

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.

J.P. Morgan Securities plc, which conducts its UK investment banking business
as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") is authorised in the United
Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in
the United Kingdom by the PRA and the FCA. J.P. Morgan Cazenove is acting as
financial adviser exclusively to Bidco and no one else in connection with the
Acquisition and will not be responsible to anyone other than Bidco for
providing the protections afforded to clients of J.P. Morgan Cazenove or its
affiliates, nor for providing advice in relation to any matter referred to
herein.

PricewaterhouseCoopers LLP ("PwC"), which is authorised and regulated in the
United Kingdom by the FCA, is acting as financial adviser to Bidco and for no
one else in connection with the Acquisition in such capacity and will not be
responsible to anyone in such capacity other than Bidco for providing the
protections afforded to its clients nor for providing advice in relation to
the Acquisition, the contents of this announcement or any other matters
referred to in this announcement.

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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