REG - Navigator Company SA Accrol Group Hldgs Navigator Company SA - Recommended Cash Offer

Navigator SAAnnouncement

22/03/2024 07:00

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RNS Number : 8969H  Navigator Company S.A. (The)  22 March 2024

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

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

FOR IMMEDIATE RELEASE

22 March 2024

RECOMMENDED CASH OFFER

for

ACCROL GROUP HOLDINGS PLC

by

NAVIGATOR PAPER UK LIMITED

(an indirect wholly owned subsidiary of The Navigator Company, S.A.)

(to be implemented by way of a scheme of arrangement

under Part 26 of the Companies Act 2006)

Summary

·    The boards of directors of Navigator Paper UK Limited ("Bidco") and
Accrol Group Holdings plc ("Accrol") are pleased to announce that they have
reached agreement on the terms of a recommended all-cash offer by Bidco for
the entire issued and to be issued share capital of Accrol (the "Offer").

·    It is intended that the Offer will be implemented by way of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act
(although Bidco reserves the right to implement the Offer by way of a Takeover
Offer, with the consent of the Panel).

·    Under the terms of the Offer, Accrol Shareholders will be entitled to
receive:

 for each Accrol Share:  38 pence in cash (the "Cash Consideration")

·    The Offer values Accrol's entire issued and to be issued share
capital at approximately £127.5 million.

·    The Cash Consideration represents a premium of approximately:

·    11.8 per cent. to the Closing Price per Accrol Share of 34.0 pence on
21 March 2024 (being the latest practicable date prior to this Announcement
(the "Latest Practicable Date"));

·    28.7 per cent. to the volume weighted average price per Accrol Share
of 29.5 pence for the 6-month period ended on the Latest Practicable Date; and

 

·    23.2 per cent. to the volume weighted average price per Accrol Share
of 30.8 pence for the 12-month period ended on the Latest Practicable Date.

Dividends

·    If any dividend, distribution or other return of value is announced,
authorised, declared, made or paid in respect of Accrol Shares on or after the
date of this Announcement and prior to the Effective Date, Bidco reserves the
right to reduce the consideration payable for each Accrol Share under the
terms of the Offer by the amount per Accrol Share of such dividend,
distribution or other return of value. In such circumstances, Accrol
Shareholders shall be entitled to retain any such dividend, distribution or
other return of value announced, declared, made or paid.

Background to, and reasons for, the Offer

The Navigator Company, S.A. ("Navigator") is a large Portuguese integrated
pulp, paper, tissue, packaging and biomass-based energy company, listed on the
Euronext Lisbon Stock Exchange ("Euronext Lisbon"), with a market
capitalisation of approximately €2.73 billion, as at the Latest Practicable
Date. In the financial year ended 31 December 2023 Navigator reported
consolidated revenues of €1,953 million and consolidated EBITDA of €502
million.

 

Navigator is the European leader (excluding Russia) and is ranked 7th
worldwide for its capacity in the production of fine printing and writing
paper (Uncoated Woodfree Paper "UWF"), processing more than 1.6 million tonnes
of paper per year. Furthermore, Navigator is Europe's largest producer of
Bleached Eucalyptus Kraft Pulp ("BEKP") producing circa 1.6 million tonnes per
year, and is the largest eucalyptus forest producer and manager in Portugal,
with circa 100,000 hectares of forest under management.

 

In 2014 Navigator made the strategic decision to enter the tissue market,
based on a business model comprising: (i) the production of tissue paper
parent reels on a large industrial scale with direct integration of pulp into
tissue production; (ii) converting facilities located in Navigator's core
consumer markets of Western Europe and the UK; and (iii) serving both "At
Home" and "Away from Home" client segments.

·    In 2015, it acquired AMS Star Paper, which currently has the capacity
to produce around 60,000 tons per annum of high-quality tissue paper and
corresponding converting capacity.

·    In 2018, it invested in a large-scale, greenfield tissue paper
production plant at its industrial complex located in the Aveiro district,
Portugal, which it integrated with its pulp mill and which now has tissue
paper capacity of 70,000 tons per year and 55,000 tons of converting capacity.

·    In 2023, it acquired the tissue consumer business of Spanish
Gomà-Camps group as well as its industrial site located in the region of
Zaragoza, which has a tissue paper production capacity of 35,000 tons and
55,000 tons of tissue converting capacity.

Navigator now has a total production capacity of 165,000 tons of tissue paper
and 180,000 tonnes of tissue converting capacity per year generating
approximately €293 million of annual revenue in 2023.

 

Navigator sees Accrol as a key pillar in its strategy of sustained expansion
of its tissue business in the Western European market:

·    Navigator believes the Offer presents a compelling opportunity to
enter the UK market through the acquisition of a leading UK independent tissue
paper converter, with competitive advantages, complementary values and strong
alignment to Navigator.

·    Accrol has a leading position in the UK consumer private label market
segment, holding valuable commercial relationships with relevant tissue
clients.

·    Accrol has a professional and knowledgeable workforce, which
Navigator values highly, and well invested manufacturing facilities which
Navigator plans to retain as fully operational going forward.

Navigator's strategy is one of long-term value creation:

·    It will focus on building on Accrol's market position as a trusted
reference player in the UK tissue private label market, and supporting its
growth across all its core product segments.

·    It expects Accrol to benefit from Navigator's expertise and
experience in operating similar tissue operations, helping to drive efficiency
and productivity, as well as benefitting from Navigator's additional balance
sheet capacity and access to capital, which provide the ability to support
future growth.

·    Combining Accrol's industrial sites, personnel, and client commercial
relationships into the Navigator Group has the potential to enhance its
performance for the benefit of customers, employees and stakeholders.

The acquisition of Accrol will reinforce Navigator's market position in the
Western European tissue market. Navigator anticipates this would result in a
consolidated turnover of approximately £500 million, with the UK market
expected to contribute around 50 per cent. of Navigator's total tissue
turnover.

Background to and reasons for the Accrol Directors' recommendation

Since its initial public offering in 2016, Accrol has undergone substantial
transformation across its operations, and, has grown organically and through
acquisitions, completing three acquisitions since 2020. Accrol is a leading
tissue converter and supplier of toilet tissues, kitchen rolls, facial
tissues, and wet wipes to many of the UK's leading discounters and grocery
retailers across the UK.

In 2016, Accrol had revenue of circa £118 million and EBITDA of circa £15
million. The Accrol Board is proud of the incremental revenue and profit
growth that has followed, driven by the successful turnaround of the business
led by current CEO Gareth Jenkins, following the turmoil experienced in 2017
due to challenging trading conditions. Accrol is on track to report revenue of
circa £205 million and EBITDA of at least £21 million in 2024, driven by
increasing demand, strength of retail relationships, robust supply model and
successful strategic integration of three complementary businesses.

Whilst the Accrol Directors are confident in the long-term prospects of the
business as an independent listed company, the Accrol Board notes:

Larger scale as part of the Wider Navigator Group

Accrol is a manufacturer of scale with a business model of converting tissue
for the private label market without being vertically integrated into the
manufacturing of tissue paper in the UK. Accrol's largest competitors,
including Kimberly Clark, Essity, Wepa and Sofidel are all vertically
integrated into the manufacturing of tissue paper production. Whilst Accrol is
able to source jumbo paper reels on the open market, price fluctuations in raw
materials can expose the business to significant cost increases and margin
volatility. As part of a larger integrated group, with paper and pulp making
capacity, it would allow Accrol to continue to improve and maintain margins
and win larger wallet share from the largest UK retailers by being an
integrated supplier, benefitting from the capabilities, scale, network and
resources of Navigator.

Market performance

Accrol's share price has generally been weak since late 2018, with the
significant turnaround in the business not resulting in a sustained recovery.
As previously announced, Accrol has experienced strong financial and
operational performance throughout the recent past, delivering profit upgrades
and improving margins but when coupled with broader economic and political
uncertainty, the wider AIM market has suffered significant challenges and has
as yet not resulted in a strong upward trend of the share price.

A key outcome of the previously announced 'Accrol Strategic Review' was the
development of a paper mill to partially vertically integrate the Accrol
Group.  The debt profile for the Accrol Group through this period will
naturally expand and the current share price is likely to result in
significant challenges of raising equity to fund any other significant
expansion project with alternative funding options potentially competing with
shareholder strategic preferences. The acquisition into the Navigator Group
offers potential to improve margins and benefit from a more stable, integrated
supply chain.

In considering the Offer, the Accrol Directors have taken into account
Navigator's stated intentions for the business and its employees and
Navigator's integrated business model. The Accrol Directors believe that the
Offer represents an opportunity which will result in a positive outcome for
all its stakeholders, including customers, employees and shareholders.

Accordingly, the Accrol Directors intend to unanimously recommend that Accrol
Shareholders vote in favour of the Scheme at the Court Meeting and vote in
favour of the Resolutions at the General Meeting.

Recommendation

·    The Accrol Directors, who have been so advised by Stifel as to the
financial terms of the Offer, consider the terms of the Offer to be fair and
reasonable. In providing their advice to the Accrol Directors, Stifel has
taken into account the commercial assessments of the Accrol Directors. Stifel
is providing independent financial advice to the Accrol Directors for the
purposes of Rule 3 of the Code.

·    Accordingly, the Accrol Directors intend to recommend unanimously
that Accrol Shareholders vote (or procure votes) in favour of the Scheme at
the Court Meeting and the Resolutions at the General Meeting, as the Accrol
Directors have irrevocably undertaken to do (or procure to be done) in respect
of their interests and those of their connected persons in 17,124,230 Accrol
Shares, in aggregate, representing approximately 5.4 per cent. of the issued
share capital of Accrol as at the Latest Practicable Date.

Irrevocable undertakings

·    In addition to the irrevocable undertakings given by the Accrol
Directors referred to immediately above, Bidco has also received an
irrevocable undertaking to vote (or procure the voting) in favour of the
Scheme at the Court Meeting and the Resolutions at the General Meeting from
Lombard Odier Asset Management (Europe) Limited, in respect of 91,403,124
Accrol Shares, in aggregate, representing approximately 28.7 per cent. of
Accrol's issued share capital as at the Latest Practicable Date.

·    In aggregate therefore, Bidco has received irrevocable undertakings
to vote in favour of the Scheme at the Court Meeting and the Resolutions at
the General Meeting from the holders of 108,527,354 Accrol Shares in total
representing approximately 34 per cent. of Accrol's issued share capital as at
the Latest Practicable Date.

·    Further details of these irrevocable undertakings, including the
terms on which they cease to be binding, are set out in Appendix ‎III to
this Announcement.

Information on Bidco

·    Bidco is an English private limited company which is indirectly
wholly owned by Navigator.

·    Navigator is a publicly traded company with its head office in
Mitrena, 2901-861 Setúbal, and it is listed on the Euronext Lisbon. Navigator
is an integrated producer of forest, pulp, paper, tissue, sustainable
packaging solutions, and bioenergy.

Timetable and conditions

·    It is intended that the Offer will be implemented by way of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (or,
if Bidco so elects, a Takeover Offer).

·    The Offer is subject to the Conditions and certain 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. The Conditions include:

·    the approval by a majority in number of Accrol Shareholders present,
entitled to vote and voting at the Court Meeting, either in person or by
proxy, representing at least 75 per cent. in value of the Accrol Shares voted;

·    the approval of the Resolutions by the requisite majority or
majorities of Accrol Shareholders at the General Meeting;

·    the sanction of the Scheme by the Court; and

·    the Scheme becoming Effective by no later than the Long Stop Date.

·    The Offer is expected to become Effective in Q2 2024 subject to the
satisfaction (or, where applicable, waiver) of the Conditions set out in
Appendix ‎I to this Announcement.

Further details of the Offer will be contained in the Scheme Document which is
intended to be published, along with notices of the Court Meeting and General
Meeting and the Forms of Proxy, within 28 days of the date of this
Announcement, unless Accrol and Bidco otherwise agree, and the Panel consents,
to a later date. Subject to certain restrictions relating to persons resident
in Restricted Jurisdictions, the Scheme Document will also be made available
on Bidco's website at
https://www.thenavigatorcompany.com/Investidores/Recommended-cash-offer-for-accrol-group-holdings-plc
and Accrol's website at
https://www.accrol.co.uk/investors/recommended-offer-for-accrol-group-holdings-plc.

·    Commenting on the Offer, António Redondo, Chief Executive Officer of
Navigator, said:

"The prospective acquisition of Accrol, a renowned tissue manufacturer based
in the UK, marks a pivotal moment for Navigator, as we expand our commercial
footprint to the UK tissue market.

The proposed acquisition is perfectly aligned with our long-term growth
strategy for the tissue business and underscores our unwavering commitment to
driving innovation, sustainable growth, and operational excellence at
Navigator.

Accrol brings an outstanding business franchise, including an exceptional
customer base, highly skilled employees, and a solid track record of producing
quality tissue products. We are excited to integrate Accrol assets,
competences, and talented team into our organization, aiming at solidifying
our position as a reference player in the UK tissue industry and establishing
our presence in the UK market over the long term."

·    Commenting on the Offer, Gareth Jenkins, Chief Executive Officer of
Accrol, said:

"Accrol has undergone a period of significant transformation and growth over
the last four years, investing in fully automating its tissue converting
operations to enhance manufacturing capabilities. I am proud and grateful to
the efforts and commitment of our people. We have grown to become a leading
manufacturer of private label, own branded and licensed tissue products to the
UK market and have developed broad retail relationships and a robust supply
model that enables us to produce great quality and value products.

Combining with the Navigator Group brings together a highly complementary
product offering. It will enable Accrol to benefit from the capabilities,
scale, network and resources of Navigator, building on the strategic progress
we have made to date."

This summary should be read in conjunction with, and is subject to, the full
text of this Announcement (including its Appendices).

The Offer is subject to the Conditions and further terms that are 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 details
relating to the irrevocable undertakings referred to in this Announcement.
Appendix ‎IV to this Announcement contains definitions of terms used in
this Announcement.

The person responsible for arranging the release of this Announcement on
behalf of Bidco is Fernando Araújo.

The person responsible for arranging the release of this Announcement on
behalf of Accrol is Gareth Jenkins.

Enquiries:

 Bidco                                                              +(351) 219 017 411
 Fernando Araújo, Executive Board Member
 António Neto Alves, General Counsel

 Rothschild & Co (Financial adviser to Bidco)                       +44 (0) 207 280 5000
 Stuart Vincent

 Joe Boyd-Morritt

 Accrol
 Daniel Wright, Executive Chairman

 Gareth Jenkins, Chief Executive Officer
 Christopher Welsh, Chief Financial Officer

 Stifel (Rule 3 adviser and lead financial adviser to Accrol)       +44 (0) 207 710 7600
 Celedonio Moncayo / Henry Newbould
 Nick Harland / Richard Short

 Zeus (Joint financial adviser and nominated adviser to Accrol)     +44 (0) 161 831 1512
 Dan Bate / Jordan Warburton

 Belvedere Communications Limited (Financial PR adviser to Accrol)  +44 (0) 7715 769 078
 Cat Valentine

 Keeley Clarke

Eversheds Sutherland (International) LLP is retained as legal adviser to the
Wider Navigator Group.

Addleshaw Goddard LLP is retained as legal adviser to Accrol.

Important Notices Relating to Financial Advisers

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for the Wider Navigator Group  and no one else
in connection with the matters set out in this Announcement and will not
regard any other person as its client in relation to the matters in this
Announcement and will not be responsible to anyone other than Wider Navigator
Group  for providing the protections afforded to clients of Rothschild &
Co nor for providing advice in relation to any matter referred to in this
Announcement or any transaction or arrangement referred to herein. Neither
Rothschild & Co 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 Rothschild & Co in connection with this Announcement, any
statement contained herein, any transaction or arrangement referred to herein,
or otherwise.

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively as Rule 3 adviser and lead financial adviser for Accrol and for no
one else in connection with the matters set out or referred to in this
Announcement and will not be responsible to anyone other than Accrol for
providing the protections offered to clients of Stifel nor for providing
advice in relation to the matters set out or referred to in this Announcement.
Neither Stifel 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
Stifel in connection with this Announcement, any matter or statement set out
or referred to herein or otherwise.

Zeus Capital Limited ("Zeus"), which is authorised and regulated by the FCA in
the United Kingdom, is acting exclusively as joint financial adviser and
nominated adviser for Accrol and for no one else in connection with the Offer
and/or any other matter referred to in this Announcement and will not be
responsible to anyone other than Accrol for providing the protections afforded
to its clients or for providing advice in relation to the Offer, the contents
of this Announcement, or any other matters referred to in this Announcement.
Neither Zeus nor any of its subsidiaries, affiliates or branches owes or
accepts any duty, liability or responsibility whatsoever (whether direct,
indirect, consequential, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Zeus in connection with this
Announcement, any statement or other matter or arrangement referred to herein
or otherwise.

Further Information

This Announcement is for information purposes only and is not intended to and
does not constitute, or form any part of, an offer or invitation to purchase,
otherwise acquire, subscribe for, exchange, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval in any jurisdiction
pursuant to the Offer or otherwise.

The Offer will be subject to English law and to the applicable requirements of
the Code, the Panel, the AIM Rules, the London Stock Exchange and the FCA.

The Offer will be made solely by the Scheme Document (or, in the event that
the Offer is to be implemented by means of a Takeover Offer, the Offer
Document), which will contain the full terms and conditions of the Offer,
including details of how to vote in respect of the Scheme. Any voting decision
or response in relation to the Offer should be made solely on the basis of the
Scheme Document. Accrol Shareholders are advised to read the formal
documentation in relation to the Offer carefully once it has been published.
Each Accrol Shareholder is urged to consult their independent professional
adviser regarding the tax consequences of the Offer.

This Announcement does not constitute a prospectus or a prospectus equivalent
document.

If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or from an independent financial adviser duly authorised under the FSMA.

Overseas Shareholders

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 not resident in the United Kingdom or who are subject to the
laws of any jurisdiction other than the United Kingdom (including Restricted
Jurisdictions) should inform themselves about, and observe, any applicable
legal or regulatory requirements. In particular, the ability of persons who
are not resident in the United Kingdom or who are subject to the laws of
another jurisdiction to vote their Accrol Shares in respect of the Scheme at
the Court Meeting or the General Meeting, or to execute and deliver Forms of
Proxy appointing another to vote at the Court Meeting or the General Meeting
on their behalf, may be affected by the laws of the relevant jurisdictions in
which they are located or to which they are subject. Any failure to comply
with applicable legal or regulatory requirements of any jurisdiction may
constitute a violation of securities laws or regulations in that jurisdiction.
To the fullest extent permitted by applicable law or regulations, the
companies and persons involved in the Offer disclaim any responsibility or
liability for the violation of such restrictions by any person.

This Announcement has been prepared for the purpose of complying with English
law and the 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 of jurisdictions outside England.

Unless otherwise determined by Bidco or required by the Code, and permitted by
applicable law and regulation, the Offer will not be made, directly or
indirectly, in or into or by use of the mails or any other means or
instrumentality (including, without limitation, telephonic or electronic) of
interstate or foreign commerce of, or any facility of a national, state or
other securities exchange of, a Restricted Jurisdiction where to do so would
violate the laws in that jurisdiction, and the Offer will not be capable of
acceptance by any such use, means, instrumentality or facility or from within
a Restricted Jurisdiction if to do so would constitute a violation of the laws
in that jurisdiction. Accordingly, copies of this Announcement and any formal
documentation relating to the Offer are not being, and must not be, directly
or indirectly, mailed or otherwise forwarded, distributed or sent in or into
or from any Restricted Jurisdiction or any jurisdiction where to do so would
constitute a violation of the laws of such jurisdiction and persons receiving
such documents (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported vote in
respect of acceptance of the Offer.

Further details in relation to Accrol Shareholders in overseas jurisdictions
will be contained in the Scheme Document.

Notice to U.S. Investors in Accrol

The Offer relates to the shares of a company registered under the laws of
England and Wales and is being made by way of a scheme of arrangement provided
for under Part 26 of the Companies Act. The Offer, implemented by way of a
scheme of arrangement, is not subject to the tender offer rules or the proxy
solicitation rules under the U.S. Exchange Act. Accordingly, the Offer is
subject to the disclosure requirements and practices applicable to a scheme of
arrangement involving a target company in England with its securities admitted
to trading on the London Stock Exchange, which differ from the disclosure
requirements of U.S. tender offer and proxy solicitation rules. If, in the
future, Bidco exercises its right to implement the Offer by way of a Takeover
Offer and determines to extend the Takeover Offer into the United States, the
Offer will be made in compliance with applicable U.S. laws and regulations
including Sections 14(d) and 14(e) of the U.S. Exchange Act and Regulations
14D and 14E thereunder. Such a Takeover Offer would be made in the United
States by Bidco and no one else.

The financial information included in this Announcement has been prepared in
accordance with accounting standards applicable in the United Kingdom and thus
may not be comparable to financial information of U.S. companies or companies
whose financial statements are prepared in accordance with U.S. generally
accepted accounting principles. None of the financial information in this
Announcement has been audited in accordance with auditing standards generally
accepted in the United States or the auditing standards of the Public Company
Accounting Oversight Board (United States).

It may be difficult for U.S. Accrol Shareholders to enforce their rights and
any claim arising out of the U.S. federal securities laws or the laws of any
state or other jurisdiction in the United States in connection with the Offer,
because Accrol is located in a non-U.S. country, and some or all of its
officers and directors may be residents of a non-U.S. country. U.S. Accrol
Shareholders may not be able to sue a non-U.S. company or its officers or
directors in a non-U.S. court for violations of the U.S. federal securities
laws or the laws of any state or other jurisdictions in the United States.
Further, it may be difficult to compel a non-U.S. company and its affiliates
to subject themselves to a U.S. court's jurisdiction or judgment.

U.S. Accrol Shareholders also should be aware that the Offer may have tax
consequences in the United States and that such consequences, if any, are not
described herein. U.S. Accrol Shareholders are urged to consult with legal,
tax and financial advisers in connection with making a decision regarding the
Offer.

Forward-looking Statements

This Announcement (including any information incorporated by reference in this
Announcement), oral statements made regarding the Offer, and other information
published by Navigator, Bidco or Accrol contain statements which are, or may
be deemed to be, "forward-looking statements" with respect to Navigator,
Bidco, Accrol and the Enlarged Navigator Group. These forward-looking
statements can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements often use words such
as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "aim", "will", "may", "would", "could" or "should" or other words
of similar meaning or the negative thereof. Forward-looking statements include
statements relating to the following: (i) future capital expenditures,
expenses, revenues, economic performance, synergies, financial conditions,
market growth, dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of the operations of the
Navigator Group or the Accrol Group; and (iii) the effects of government
regulation on the business of the Navigator Group or the Accrol Group. There
are many factors which could cause actual results to differ materially from
those expressed or implied in forward-looking statements. Among such factors
are the satisfaction (or, where permitted, waiver) of the Conditions as well
as additional factors, such as domestic and global business and economic
conditions; the impact of pandemics, asset prices; market-related risks such
as fluctuations in interest rates and exchange rates, industry trends,
competition, changes in government and regulation, changes in the policies and
actions of governments and/or regulatory authorities (including changes
related to capital and tax), changes in political and economic stability
(including exposures to terrorist activities, the UK's exit from the European
Union, Eurozone instability, the Russia-Ukraine conflict), disruption in
business operations due to reorganisation activities, interest rate,
inflation, deflation and currency fluctuations, the timing impact and other
uncertainties of future or planned acquisitions or disposals or offers, the
inability of the Enlarged Navigator Group to realise successfully any
anticipated synergy benefits when the Offer is implemented (including changes
to the board and/or employee composition of the Enlarged Navigator Group), the
inability of the Navigator Group to integrate successfully the Accrol Group's
operations and programmes when the Offer is implemented, the Enlarged
Navigator Group incurring and/or experiencing unanticipated costs and/or
delays (including IT system failures, cyber-crime, fraud and pension scheme
liabilities), or difficulties relating to the Offer when the Offer is
implemented. Other unknown or unpredictable factors could affect future
operations and/or cause actual results to differ materially from those in the
forward-looking statements. Such forward-looking statements should therefore
be construed in the light of such factors.

These forward-looking statements are based on numerous assumptions regarding
the present and future business strategies of such persons and the environment
in which each will operate in the future. By their nature, these
forward-looking statements involve known and unknown risks and uncertainties
(and other factors that are in many cases beyond the control of Accrol,
Navigator and/or Bidco) because they relate to events and depend on
circumstances that will occur in the future. The factors described in the
context of such forward-looking statements in this Announcement may cause the
actual results, performance or achievements of any such person, or industry
results and developments, to be materially different from any results,
performance or achievements expressed or implied by such forward-looking
statements. No assurance can be given that such expectations will prove to
have been correct and persons reading this Announcement are therefore
cautioned not to place undue reliance on these forward-looking statements
which speak only as at the date of this Announcement. None of the Navigator
Group nor Accrol Group, nor any of their respective associates or directors,
officers or advisers, provide any representation, warranty, assurance or
guarantee that the occurrence of the events expressed or implied in any
forward-looking statements in this Announcement will actually occur. All
subsequent oral or written forward-looking statements attributable to
Navigator, Bidco or Accrol or any persons acting on their behalf are expressly
qualified in their entirety by the cautionary statements contained or referred
to in this section. Other than in accordance with their legal or regulatory
obligations (including under the Code, MAR and the AIM Rules), neither of
Navigator, Bidco nor Accrol is under or undertakes any obligation, and each of
the foregoing expressly disclaims any intention or obligation, to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.

No Profit Forecasts, Estimates or Quantified Financial Benefits Statements

Except where indicated in Section 8 of this Announcement, no statement in this
Announcement is intended, or is to be construed, 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 ordinary share, for Navigator, Bidco or Accrol, respectively for
the current or future financial years would necessarily match or exceed the
historical published earnings or earnings per ordinary share for Navigator,
Bidco or Accrol, respectively.

Right to Switch to a Takeover Offer

Bidco reserves the right to elect, with the consent of the Panel, to implement
the Offer by way of a Takeover Offer for the entire issued and to be issued
share capital of Accrol as an alternative to the Scheme. In such an event, the
Takeover Offer will be implemented on the same terms or, if Bidco so decides,
on such other terms being no less favourable (subject to appropriate
amendments), so far as applicable, as those which would apply to the Scheme
and subject to the amendment referred to in Part C of Appendix I to this
Announcement.

Electronic Communication - Information Relating to Accrol Shareholders

Addresses, electronic addresses and certain other information provided by
Accrol Shareholders, persons with information rights and other relevant
persons for the receipt of communications from Accrol may be provided to Bidco
during the Offer Period as required under Section 4 of Appendix 4 of the Code
to comply with Rule 2.11(c) of the Code.

Publication on Website

A copy of this Announcement and the documents required to be published
pursuant to Rule 26.1 and Rule 26.2 of the Code will be made available
(subject to certain restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, at
https://www.thenavigatorcompany.com/Investidores/Recommended-cash-offer-for-accrol-group-holdings-plc
and Accrol's website at
https://www.accrol.co.uk/investors/recommended-offer-for-accrol-group-holdings-plc
(https://www.accrol.co.uk/investors/recommended-offer-for-accrol-group-holdings-plc)
by no later than 12 noon on the Business Day following the date of this
Announcement.

Neither the contents of these websites nor the content of any other website
accessible from hyperlinks on such websites is incorporated into, or forms
part of, this Announcement.

Hard Copy Documents

In accordance with Rule 30.3 of the Code, Accrol Shareholders, persons with
information rights and participants in the Accrol Share Schemes may request a
hard copy of this Announcement by contacting Accrol's registrar, Link Group,
on 0371 664 0300. Calls are charged at the standard geographic rate and will
vary by provider. Calls from outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 9.00 a.m. to 5.30
p.m. (London time), Monday to Friday excluding for public holidays in England
and Wales. Please note that Link Group cannot provide any financial, legal or
tax advice and calls may be recorded and monitored for security and training
purposes. For persons who receive a copy of this Announcement in electronic
form or via a website notification, a hard copy of this Announcement will not
be sent unless so requested. Such persons may, subject to applicable
securities laws, also request that all future documents, announcements and
information be sent to them in relation to the Offer in hard copy form.

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.

Market Abuse Regulation

This Announcement contains inside information for the purposes of Article 7
of MAR. Market soundings (as defined in MAR) were taken in respect of a
potential offer with the result that certain persons became aware of inside
information (as defined in MAR) as permitted by MAR. This inside information
is set out in this Announcement. Therefore, those persons that received inside
information in a market sounding are no longer in possession of such inside
information relating to Accrol and its securities.

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Code, Accrol confirms that, as at the
Latest Practicable Date, it had in issue 318,878,097 ordinary shares of
£0.001 each. The International Securities Identification Number (ISIN) for
Accrol Shares is GB00BZ6VT592.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the Offer Period and, if later, following the announcement in
which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of
the Code applies must be made by no later than 3.30 p.m. (London time) on the
10th business day (as defined in the Code) 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 (as defined in the Code) 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
per cent. or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the extent that
these details have previously been disclosed under Rule 8 of the Code. A
Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be
made by no later than 3.30 p.m. (London time) on the business day (as defined
in the Code) 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 of the Code.

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 of the Code).

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, 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.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

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

FOR IMMEDIATE RELEASE

22 March 2024

RECOMMENDED CASH OFFER

for

ACCROL GROUP HOLDINGS PLC

by

NAVIGATOR PAPER UK LIMITED

(an indirect wholly owned subsidiary of The Navigator Company, S.A.)

(to be implemented by way of a scheme of arrangement

under Part 26 of the Companies Act 2006)

1.         Introduction

The boards of directors of Navigator Paper UK Limited ("Bidco") and Accrol
Group Holdings plc ("Accrol") are pleased to announce that they have reached
agreement on the terms of a recommended all-cash offer by Bidco for the entire
issued and to be issued share capital of Accrol (the "Offer").

It is intended that the Offer will be implemented by way of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act (although Bidco
reserves the right to implement the Offer by way of a Takeover Offer, with the
consent of the Panel).

2.         The Offer

Under the terms of the Offer, Accrol Shareholders will be entitled to receive:

 for each Accrol Share:  38 pence in cash (the "Cash Consideration")

The Offer values Accrol's entire issued and to be issued share capital at
approximately £127.5 million.

The Cash Consideration represents a premium of approximately:

·    11.8 per cent. to the Closing Price per Accrol Share of 34.0 pence on
21 March 2024 (being the latest practicable date prior to this Announcement
(the "Latest Practicable Date"));

·    28.7 per cent. to the volume weighted average price per Accrol Share
of 29.5 pence for the 6-month period ended on the Latest Practicable Date; and

 

·    23.2 per cent. to the volume weighted average price per Accrol Share
of 30.8 pence for the 12-month period ended on the Latest Practicable Date.

The Accrol Shares will be acquired by Bidco fully paid and free from all
liens, equitable interests, charges, encumbrances, rights of pre-emption and
any other third-party rights or interests whatsoever and together with all
rights existing at the date of this Announcement or thereafter attaching
thereto, including (without limitation) the right to receive and retain, in
full, all dividends and other distributions (if any) declared, made or paid or
any other return of capital (whether by way of reduction of share capital or
share premium account or otherwise) made on or after the Effective Date in
respect of the Accrol Shares.

If any dividend, distribution or other return of value is announced,
authorised, declared, made or paid in respect of Accrol Shares on or after the
date of this Announcement and prior to the Effective Date, Bidco reserves the
right to reduce the consideration payable for each Accrol Share under the
terms of the Offer by the amount per Accrol Share of such dividend,
distribution or other return of value. In such circumstances, Accrol
Shareholders shall be entitled to retain any such dividend, distribution or
other return of value announced, declared, made or paid.

3.         Background to, and Reasons for, the Offer

The Navigator Company, S.A. ("Navigator") is a large Portuguese integrated
pulp, paper, tissue, packaging and biomass-based energy company, listed on the
Euronext Lisbon, with a market capitalisation of approximately €2.73
billion, as at the Latest Practicable Date. In the financial year ended 31
December 2023 Navigator reported consolidated revenues of €1,953 million and
consolidated EBITDA of €502 million.

Navigator is the European leader (excluding Russia) and is ranked 7th
worldwide for its capacity in the production of fine printing and writing
paper (Uncoated Woodfree Paper "UWF"), processing more than 1.6 million tonnes
of paper per year. Furthermore, Navigator is Europe's largest producer of
Bleached Eucalyptus Kraft Pulp ("BEKP") producing circa 1.6 million tonnes per
year, and is the largest eucalyptus forest producer and manager in Portugal,
with circa 100,000 hectares of forest under management.

In 2014 Navigator made the strategic decision to enter the tissue market,
based on a business model comprising: (i) the production of tissue paper
parent reels on a large industrial scale with direct integration of pulp into
tissue production; (ii) converting facilities located in Navigator's core
consumer markets of Western Europe and the UK; and (iii) serving both "At
Home" and "Away from Home" client segments.

·    In 2015, it acquired AMS Star Paper, which currently has the capacity
to produce around 60,000 tons per annum of high-quality tissue paper and
corresponding converting capacity.

·    In 2018, it invested in a large-scale, greenfield tissue paper
production plant at its industrial complex located in the Aveiro district,
Portugal, which it integrated with its pulp mill and which now has tissue
paper capacity of 70,000 tons per year and 55,000 tons of converting capacity.

·    In 2023, it acquired the tissue consumer business of Spanish
Gomà-Camps group as well as its industrial site located in the region of
Zaragoza, which has a tissue paper production capacity of 35,000 tons and
55,000 tons of tissue converting capacity.

Navigator now has a total production capacity of 165,000 tons of tissue paper
and 180,000 tonnes of tissue converting capacity per year generating
approximately €293 million of annual revenue in 2023.

 

Navigator sees Accrol as a key pillar in its strategy of sustained expansion
of its tissue business in the Western European market:

·    Navigator believes the Offer presents a compelling opportunity to
enter the UK market through the acquisition of a leading UK independent tissue
converter, with competitive advantages, complementary values and strong
alignment to Navigator.

·    Accrol has a leading position in the UK consumer private label market
segment, holding valuable commercial relationships with relevant tissue
clients.

·    Accrol has a professional and knowledgeable workforce, which
Navigator values highly, and well invested manufacturing facilities which
Navigator plans to retain as fully operational going forward.

Navigator's strategy is one of long-term value creation:

·    It will focus on building on Accrol's market position as a trusted
reference player in the UK tissue private label market and supporting its
growth across all its core product segments.

·    It expects Accrol to benefit from Navigator's expertise and
experience in operating similar tissue operations, helping to drive efficiency
and productivity, as well as benefitting from Navigator's additional balance
sheet capacity and access to capital, which provide the ability to support
future growth.

·    Combining Accrol's industrial sites, personnel, and client commercial
relationships into the Navigator Group has the potential to enhance its
performance for the benefit of customers, employees and stakeholders.

The acquisition of Accrol will reinforce Navigator's market position in the
Western European tissue market. Navigator anticipates this would result in a
consolidated turnover of approximately £500 million, with the UK market
expected to contribute around 50 per cent. of Navigator's total tissue
turnover.

4.         Recommendation

The Accrol Directors, who have been so advised by Stifel as to the financial
terms of the Offer, consider the terms of the Offer to be fair and reasonable.
In providing their advice to the Accrol Directors, Stifel has taken into
account the commercial assessments of the Accrol Directors. Stifel is
providing independent financial advice to the Accrol Directors for the
purposes of Rule 3 of the Code.

Accordingly, the Accrol Directors intend to recommend unanimously that Accrol
Shareholders vote (or procure votes) in favour of the Scheme at the Court
Meeting and the Resolutions at the General Meeting, as the Accrol Directors
have irrevocably undertaken to do (or procure to be done) in respect of their
interests and those of their connected persons in 17,124,230 Accrol Shares, in
aggregate, representing approximately 5.4 per cent. of the issued share
capital of Accrol as at the Latest Practicable Date.

5.         Background to and Reasons for the Recommendation

 Since its initial public offering in 2016, Accrol has undergone substantial
transformation across its operations, and, has grown organically and through
acquisitions, completing three acquisitions since 2020. Accrol is a leading
tissue converter and supplier of toilet tissues, kitchen rolls, facial
tissues, and wet wipes to many of the UK's leading discounters and grocery
retailers across the UK.

In 2016, Accrol had revenue of circa £118 million and EBITDA of circa £15
million. The Accrol Board is proud of the incremental revenue and profit
growth that has followed, driven by the successful turnaround of the business
led by current CEO Gareth Jenkins, following the turmoil experienced in 2017
due to challenging trading conditions. Accrol is on track to report revenue of
circa £205 million and EBITDA of at least £21 million in 2024, driven by
increasing demand, strength of retail relationships, robust supply model and
successful strategic integration of three complementary businesses.

Whilst the Accrol Directors are confident in the long-term prospects of the
business as an independent listed company, the Accrol Board notes:

Larger scale as part of the Wider Navigator Group

Accrol is a manufacturer of scale with a business model of converting tissue
for the private label market without being vertically integrated into the
manufacturing of tissue paper in the UK. Accrol's largest competitors,
including Kimberly Clark, Essity, Wepa and Sofidel are all vertically
integrated into the manufacturing of tissue paper production. Whilst Accrol is
able to source jumbo paper reels on the open market, price fluctuations in raw
materials can expose the business to significant cost increases and margin
volatility. As part of a larger integrated group, with paper and pulp making
capacity, it would allow Accrol to continue to improve and maintain margins
and win larger wallet share from the largest UK retailers by being an
integrated supplier, benefitting from the capabilities, scale, network and
resources of Navigator.

Market performance

Accrol's share price has generally been weak since late 2018, with the
significant turnaround in the business not resulting in a sustained recovery.
As previously announced, Accrol has experienced strong financial and
operational performance throughout the recent past, delivering profit upgrades
and improving margins but when coupled with broader economic and political
uncertainty, the wider AIM market has suffered significant challenges and has
as yet not resulted in a strong upward trend of the share price.

A key outcome of the previously announced 'Accrol Strategic Review' was the
development of a paper mill to partially vertically integrate the Accrol
Group.  The debt profile for the Accrol Group through this period will
naturally expand and the current share price is likely to result in
significant challenges of raising equity to fund any other significant
expansion project with alternative funding options potentially competing with
shareholder strategic preferences. The acquisition into the Navigator Group
offers potential to improve margins and benefit from a more stable, integrated
supply chain.

In considering the Offer, the Accrol Directors have taken into account
Navigator's stated intentions for the business and its employees and
Navigator's integrated business model. The Accrol Directors believe that the
Offer represents an opportunity which will result in a positive outcome for
all its stakeholders, including customers, employees and shareholders.

Accordingly, the Accrol Directors intend to unanimously recommend that Accrol
Shareholders vote in favour of the Scheme at the Court Meeting and vote in
favour of the Resolutions at the General Meeting.

6.         Irrevocable undertakings

In addition to the irrevocable undertakings given by the Accrol Directors, as
set out in Section 4 above, Bidco has also received an irrevocable undertaking
to vote (or procure the voting) in favour of the Scheme at the Court Meeting
and the Resolutions at the General Meeting from Lombard Odier Asset Management
(Europe) Limited in respect of 91,403,124 Accrol Shares, in aggregate,
representing approximately 28.7 per cent. of Accrol's issued share capital as
at the Latest Practicable Date.

In aggregate therefore, Bidco has received irrevocable undertakings to vote in
favour of the Scheme at the Court Meeting and the Resolutions at the General
Meeting from the holders of 108,527,354 Accrol Shares in total representing
approximately 34 per cent. of Accrol's issued share capital as at the Latest
Practicable Date.

Further details of these irrevocable undertakings, including the terms on
which they cease to be binding, are set out in Appendix ‎III to this
Announcement.

7.         Information on Bidco and Navigator

Bidco

Bidco is an English private limited company which is indirectly wholly owned
by Navigator.

Navigator

Navigator is a publicly traded company with its head office in Mitrena,
2901-861 Setúbal, and it is listed on Euronext Lisbon. Navigator is an
integrated producer of forest, pulp, paper, tissue, sustainable packaging
solutions, and bioenergy. In the financial year ended 31 December 2023
Navigator reported consolidated revenues of €1,953 million and consolidated
EBITDA of €502 million.

Navigator is the European leader (excluding Russia) and is ranked 7th
worldwide for its capacity in the production of fine printing and writing
paper (UWF), processing more than 1.6 million tonnes of paper per year.
Furthermore, Navigator is Europe's largest producer of Bleached Eucalyptus
Kraft Pulp (BEKP) producing circa 1.6 million tonnes per year, and is the
largest eucalyptus forest producer and manager in Portugal, with circa 100,000
hectares of forest under management.

 

Navigator has an investor free float of circa 30 per cent. of equity. The
remaining circa 70 per cent. of the Company's issued share capital is held by
Sociedade de Investimento e Gestão S.G.P.S., S.A ("SEMAPA") which is also
listed on Euronext Lisbon with a market capitalisation of approximately
€1.15 billion, as at the Latest Practicable Date. SEMAPA is a leading
Portuguese investment holding company with presence in four continents and
approximately 6,440 employees across its group (as at 30 June 2023). Its
portfolio includes companies with a long history and international projection
(such as Navigator and The Secil Group), as well as growth companies (such as
ETSA - Investimentos SGPS S.A., Ultimate Technology to Industrial Savings,
S.A., and Triangle's Cycling Equipments). In the financial year ended 31
December 2022, SEMAPA reported consolidated revenues of €3,122 million and
consolidated EBITDA of €894.2 million.

 

SEMAPA has an investor free float of circa, 16.8 per cent. and is jointly
controlled by Filipa Queiroz Pereira, Mafalda Queiroz Pereira and Lua Queiroz
Pereira through their direct and indirect holdings in, Target One Capital, SA,
Keytarget Investment Consultoria e investimentos S.A., Premium Caeli S.A.,
Sodim SGPS S.A. and Cimo - Gestão de Participacoes S.A..

8.         Information on Accrol

Accrol is admitted to trading on AIM and its registered head office is located
in Blackburn, UK.

Accrol is a leading tissue converter and supplier of toilet tissues, kitchen
rolls, facial tissues, and wet wipes to many of the UK leading discounters and
grocery retailers. Accrol now operates from five manufacturing sites supplying
the UK tissue and wet wipes market valued at circa £3.0 billion (in retail
sales value).

Accrol's mission is to deliver the best possible value to the UK consumer on
essential everyday tissue, household and personal hygiene products, shaking up
traditional brands by delivering the quality the consumer wants for the price
they want to pay.

Accrol employs approximately 420 people and has net debt of circa £25.5
million as at 31 October 2023.

As announced on 30 January 2024, Accrol is on track to deliver FY24 revenue
circa £205 million and adjusted EBITDA in line with Accrol Board's
expectations of at least £21 million. This statement is an ordinary course
profit forecast for the purposes of Rule 28.1 of the Code. The Scheme Document
will repeat this statement, and include the assumptions and basis of
preparation on which it is based and the Accrol Directors' confirmation, as
required by Rule 28.1(c)(i) of the Code.

9.         Financing

The cash consideration payable by Bidco pursuant to the acquisition will be
funded from existing cash resources available to Navigator and transferred to
Bidco pursuant to an inter-company loan.

 

Further information regarding these arrangements will be included in the
Scheme Document.

Rothschild & Co, as financial adviser to the Wider Navigator Group, is
satisfied that sufficient resources are available to Bidco to enable it to
satisfy in full the cash consideration payable to Accrol Shareholders under
the terms of the Offer.

Further information on the financing of the Offer will be set out in the
Scheme Document.

10.       Strategic Plans with regards to the Business, Directors,
Management, Employees, Pensions, Research and Development, Locations

Strategic plans for Accrol

Navigator has a high regard for Accrol's business and intends to support and
nurture the business under its proposed ownership, with Accrol benefiting from
the capabilities, scale, network and resources of Navigator.

Navigator's intention is for Accrol to operate as part of the Wider Navigator
Group. The acquisition will enable Navigator to enhance its proposition as
Europe's leading tissue business.

Prior to the date of this Announcement, Navigator was granted access to
certain due diligence information and Accrol's senior management in order to
undertake confirmatory due diligence. Consequently, Navigator has not yet had
access to sufficiently granular information to allow it to formulate a
detailed operational plan regarding the integration of Accrol into the
Navigator Group. Following the Effective Date and in the first six months of
ownership, Navigator intends to work closely and collaboratively with Accrol's
management to undertake an in-depth evaluation of the business and operations
of Accrol. While the parameters of the review have not yet been finalised,
Navigator expects that it will involve an evaluation of business expansion
opportunities, development of ideas for enhancing the Enlarged Navigator
Group's proposition and identification of potential areas of overlap in the
Enlarged Navigator Group's portfolio of business (the "Review").

Directors, management and employees

Navigator values the skills and experience of Accrol's management and
employees and believes that they will benefit from enhanced opportunities
under the ownership of Navigator, given its broader activities and
capabilities.

Navigator confirms that, following the Effective Date, the existing
contractual and statutory employment rights of all of Accrol Group's
management and employees will be fully safeguarded in accordance with
applicable law. Navigator has not yet begun to carry out the Review and
accordingly has, other than as set out below, not reached any conclusions or
formulated any specific intentions as to its likely outcome or made any
decisions in relation to any detailed actions that may be taken as a result of
the Review. Navigator therefore cannot be certain what impact there will be on
the employment of, and the balance of skills and functions of, or terms and
conditions of employment of, the management and employees of the Enlarged
Navigator Group. However, Navigator has no intention to make any material
change to the conditions of employment of Accrol's employees or in the balance
of the skills and functions of the employees and management of Accrol.

There may be certain overlapping functions associated with Accrol's status as
a publicly traded company which may no longer be required following the
Effective Date

Any reduction in headcount is not expected to be material in the context of
the Accrol Group, and will be focused on the above areas. Any such reductions
would also be subject to appropriate consultation with employees and employee
representative bodies in accordance with applicable law.

It is intended that, with effect from the Offer becoming Effective, each
member of the Accrol Board will resign from his office as a director of
Accrol. In addition, each of the executive directors has entered into a
settlement agreement, setting out the terms upon which his employment with the
Accrol Group will terminate, such termination to take effect from the
Effective Date. Further details of these settlement agreements and the
non-executive directors resignation letters will be set out in the Scheme
Document to be sent to Accrol Shareholders in due course.

Pension Schemes

Accrol does not operate or contribute to any defined benefit pension schemes
in respect of its employees. It does, however, operate certain defined
contribution pension schemes. Navigator does not intend to make any changes to
the eligibility rules or contribution rates that currently apply under
Accrol's defined contribution pension plans. Navigator confirms that it will
comply with all applicable laws in connection with the provision of retirement
benefits.

Management incentivisation arrangements

Navigator has not entered into and has not discussed any form of
incentivisation arrangements with members of Accrol's management and will not
have any such discussions prior to the Effective Date. Upon the Effective Date
Navigator intends to review Accrol's incentivisation arrangements and consider
putting in place in due course appropriate arrangements for Accrol's
management consistent with Navigator's existing incentive schemes.

Locations of business, fixed assets, headquarters and research and development

Following the Effective Date, Navigator intends that Accrol will operate
within the Wider Navigator Group. Navigator does not intend to change the
location of Accrol's core tissue manufacturing facilities in Leicester,
Blackburn and Leyland or its headquarters. Save as described above in relation
to the removal of overlapping functions relating to Accrol's status as a
publicly traded company, the headquarters functions will remain unchanged.
Navigator has no intention to redeploy the fixed assets of Accrol or to make
any changes to the R&D functions of Accrol.

Trading facilities

The Accrol Shares are currently admitted to trading on AIM. Subject to the
Offer becoming Effective, an application will be made to the London Stock
Exchange to cancel the admission of the Accrol Shares to trading on AIM,
following which Accrol will be re-registered as a private limited company.

No statements in this Section 10 are "post-offer undertakings" for the
purposes of Rule 19.5 of the Code.

11.       Accrol Share Schemes and Warrants

Accrol Share Schemes

Participants in the Accrol Share Schemes will be contacted regarding the
effect of the Offer on their rights under the Accrol Share Schemes, and
appropriate proposals will be made to such participants in accordance with
Rule 15 of the Code. Further details of such proposals will be set out in the
Scheme Document and in separate letters to be sent to the participants in the
Accrol Share Schemes in due course.

Warrants

Pursuant to the Warrant Instrument, the Warrant Holder has a right to
subscribe for 2,790,361 Accrol Shares at the subscription price of £1.00 per
Accrol Share ("Warrants"). Since all outstanding Warrants have an exercise
price which is greater than the Cash Consideration per Accrol Share, no formal
proposals will be made to the Warrant Holder in respect of its Warrants under
Rule 15 of the Code. Furthermore, the Warrant Holder has, pursuant to a deed
of waiver dated 20 March 2024, irrevocably agreed to waive its right in full
to exercise the Warrants upon the Offer becoming Effective ("Warrant Waiver").

12.       Offer-related Arrangements

Confidentiality Agreement

Navigator and Accrol entered into a confidentiality agreement on 12 January
2024 (the "Confidentiality Agreement"), pursuant to which Navigator has
undertaken (in respect of itself, the Wider Navigator Group and its Related
Persons (as such term is defined in the Confidentiality Agreement)) to keep
confidential information relating to, among other things, Accrol and not to
disclose it to third parties (with certain exceptions) unless required by law
or regulation or permitted pursuant to limited carve-outs to the obligations
of confidentiality. The Confidentiality Agreement also includes customary
standstill and non-solicitation obligations applicable to Bidco.

The confidentiality obligations will remain in force until the Scheme becomes
Effective or, in the event the Scheme does not become Effective, until the
date falling 18 months from the date of the Confidentiality Agreement.

13.       Structure of the Offer

Scheme

It is intended that the Offer will be implemented by way of a Court-sanctioned
scheme of arrangement between Accrol and the Accrol Shareholders under Part 26
of the Companies Act.

The purpose of the Scheme is to provide for Bidco to become the holder of the
entire issued and to be issued share capital of Accrol. This is to be achieved
by the transfer of the Accrol Shares to Bidco (or a nominee of Bidco) in
consideration for which the Accrol Shareholders who are on the Accrol register
of members at the Scheme Record Time will receive the Cash Consideration on
the basis set out in Section ‎2 of this Announcement.

Approval by Court Meeting and General Meeting

To become Effective, the Scheme requires, among other things, the:

(a)        approval of a majority in number of the Accrol Shareholders
who are present and vote, either in person or by proxy, at the Court Meeting
and who represent not less than 75 per cent. in value of the Accrol Shares
voted by those Accrol Shareholders; and

(b)        approval of the requisite majorities of the votes cast,
either in person or by proxy, of the Resolutions at the General Meeting.

Application to Court to Sanction the Scheme

Once the approvals of the Accrol Shareholders have been obtained at the Court
Meeting and the General Meeting, and the other Conditions have been satisfied
or (where applicable) waived, the Scheme must be sanctioned by the Court at
the Court Hearing.

The Scheme will become effective in accordance with its terms on delivery of a
copy of the Court Order to the Registrar of Companies. Upon the Scheme
becoming Effective, it will be binding on all Accrol Shareholders,
irrespective of whether or not they attended or voted at the Court Meeting or
General Meeting, or whether they voted in favour of or against the Scheme.

Full Details of the Scheme to be set out in the Scheme Document

The Scheme Document will include full details of the Scheme, including the
expected timetable and the action to be taken by Accrol Shareholders.

The Scheme will be governed by English law. The Scheme will be subject to the
jurisdiction of the English courts and the applicable requirements of the
Code, the Panel, the London Stock Exchange, the FCA and the AIM Rules.

It is expected that the Scheme Document, along with the notice of the Court
Meeting and the General Meeting and the Forms of Proxy will be published and
sent to Accrol Shareholders and, for information only, to participants in the
Accrol Share Schemes within 28 days of this Announcement, unless Bidco and
Accrol otherwise agree, and the Panel consents, to a later date.

At this stage, subject to the approval and availability of the Court (which is
subject to change), and subject to the satisfaction (or, where applicable,
waiver) of the Conditions, Bidco expects the Offer will become Effective in Q2
2024.

Subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, the Scheme Document will also be made available on Bidco's
website at
https://www.thenavigatorcompany.com/Investidores/Recommended-cash-offer-for-accrol-group-holdings-plc
and Accrol's website at
https://www.accrol.co.uk/investors/recommended-offer-for-accrol-group-holdings-plc.

Conditions to the Offer

The Offer will be subject to the Conditions and further terms set out in full
in Appendix ‎I to this Announcement and to be set out in the Scheme
Document.

The Conditions set out in paragraphs ‎1 and ‎2 of Appendix ‎I to this
Announcement provide that the Scheme will lapse if:

(a)        it does not become Effective by 11.59 p.m. on the Long Stop
Date;

(b)        the Court Meeting is not held on or before the 22nd 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 (a)  may be agreed between
Bidco and Accrol; or (b) (in a competitive situation) specified by Bidco with
the consent of the Panel and, in either case, if required, as the Court may
allow);

(c)        the General Meeting is not held on or before the 22nd 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 (a)  may be agreed between
Bidco and Accrol; or (b) (in a competitive situation) specified by Bidco with
the consent of the Panel and, in either case, if required, as the Court may
allow); or

(d)        the Scheme is not sanctioned on or before the 22nd day after
the expected date of the Court Hearing to be set out in the Scheme Document in
due course (or such later date as (a)  may be agreed between Bidco and
Accrol; or (b) (in a competitive situation) specified by Bidco with the
consent of the Panel and, in either case, if required, as the Court may allow)
and a copy of the Court Order is not delivered to the Registrar of Companies.

Right to Switch to a Takeover Offer

Bidco reserves the right to elect, with the consent of the Panel, to implement
the Offer by way of a Takeover Offer for the entire issued and to be issued
share capital of Accrol as an alternative to the Scheme. In such an event, the
Takeover Offer will be implemented on the same terms or, if Bidco so decides,
on such other terms being no less favourable (subject to appropriate
amendments), so far as applicable, as those which would apply to the Scheme
and subject to the amendment referred to in Part C of Appendix ‎I to this
Announcement.

14.       Cancellation of admission to trading on AIM of the Accrol
Shares and Re-registration

It is intended that dealings in Accrol Shares will be suspended on or shortly
before the Effective Date at a time to be set out in the Scheme Document or as
separately announced following the date of this Announcement. It is further
intended that an application will be made to the London Stock Exchange for the
cancellation of the admission to trading of the Accrol Shares on AIM with
effect on, or shortly after, the Effective Date. It is currently expected that
the last day of dealings in Accrol Shares on AIM will be the Business Day
immediately prior to the Effective Date, and that no transfers will be
registered after 6.00 p.m. on that date.

Upon the Scheme becoming Effective, share certificates in respect of the
Accrol Shares will cease to be valid. In addition, entitlements to Accrol
Shares held within the CREST system will be cancelled on the Effective Date.

As soon as practicable after the Effective Date, it is intended that Accrol
will be re-registered as a private limited company under the relevant
provisions of the Companies Act.

15.       Disclosure of Interests in Accrol

As at the close of business on the Latest Practicable Date, save for: (i) the
disclosures in this Section ‎15 of this Announcement; and (ii) the
irrevocable undertakings referred to in Section ‎6 of this Announcement,
none of Bidco or any of its directors or, so far as Bidco is aware, any person
acting, or deemed to be acting, in concert with Bidco had:

·    any interest in, or right to subscribe for, any relevant securities
of Accrol;

·    any short position in (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 Accrol;

·    procured an irrevocable commitment or letter of intent to accept the
terms of the Offer in respect of relevant securities of Accrol; or

·    borrowed or lent, or entered into any financial collateral
arrangements or dealing arrangements in respect of, any relevant securities of
Accrol.

Furthermore, no indemnity or dealing arrangement (of the kind referred to in
Note 11 of the definition of "acting in concert" in the Code) exists between
Bidco or Accrol or, so far as Bidco is aware, any person acting in concert
with Bidco or Accrol in relation to Accrol Shares.

It has not been practicable for Bidco to make enquiries of all of its concert
parties in advance of the release of this announcement. Therefore, all
relevant details in respect of Bidco's concert parties will be included in the
Opening Position Disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on
Rule 8 of the Takeover Code.

16.       Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Code, Accrol confirms that, as at the
Latest Practicable Date, it had in issue 318,878,097 ordinary shares of
£0.001 each admitted to trading on AIM. The International Securities
Identification Number (ISIN) for Accrol Shares is GB00BZ6VT592.

17.       General

The Offer will be subject to the Conditions and other terms set out in
Appendix ‎I to this Announcement and to be set out in the Scheme Document.

Each of Rothschild & Co, Stifel and Zeus has given and not withdrawn their
consent to the inclusion in this Announcement of the references to their names
in the form and context in which they appear.

Appendix ‎II to this Announcement contains the bases and sources of certain
information used in this Announcement. Appendix ‎III to this Announcement
contains details of the irrevocable undertakings referred to in this
Announcement. Appendix ‎IV to this Announcement contains definitions of
terms used in this Announcement.

18.       Documents Available on a Website

Subject to certain restrictions relating to persons in Restricted
Jurisdictions, copies of the following documents will, by no later than 12
noon on the Business Day following the date of this Announcement, be made
available on Bidco's website at
https://www.thenavigatorcompany.com/Investidores/Recommended-cash-offer-for-accrol-group-holdings-plc
and Accrol's website at
https://www.accrol.co.uk/investors/recommended-offer-for-accrol-group-holdings-plc
(as applicable) until the end of the Offer Period:

(a)        this Announcement;

(b)        the Confidentiality Agreement;

(c)        the inter-company loan agreement between Navigator and Bidco
dated 20 March 2024 relating to the financing of the Offer referred to in
Section ‎9 of this Announcement;

(d)        the irrevocable undertakings referred to in Section 6 of
this Announcement and summarised in Appendix III to this Announcement; and

(e)        consent letters from each of Rothschild & Co, Stifel and
Zeus.

Neither the contents of Bidco's website or the contents of Accrol's website,
nor the content of any other website accessible from hyperlinks on either such
website, is incorporated into, or forms part of, this Announcement.

The person responsible for arranging the release of this Announcement on
behalf of Bidco is Fernando Araújo.

The person responsible for arranging the release of this Announcement on
behalf of Accrol is Gareth Jenkins.

Enquiries:

 Bidco                                                              +(351) 219 017 411
 Fernando Araújo, Executive Board Member
 António Neto Alves, General Counsel

 Rothschild & Co (Financial adviser to Bidco)                       +44 (0) 207 280 5000
 Stuart Vincent

 Joe Boyd-Morritt

 Accrol
 Daniel Wright, Executive Chairman

 Gareth Jenkins, Chief Executive Officer
 Christopher Welsh, Chief Financial Officer

 Stifel (Rule 3 adviser and lead financial adviser to Accrol)       +44 (0) 207 710 7600
 Celedonio Moncayo / Henry Newbould
 Nick Harland / Richard Short

 Zeus (Joint financial adviser and nominated adviser to Accrol)     +44 (0) 161 831 1512
 Dan Bate / Jordan Warburton

 Belvedere Communications Limited (Financial PR adviser to Accrol)  +44 (0) 7715 769 078
 Cat Valentine

 Keeley Clarke

Eversheds Sutherland (International) LLP is retained as legal adviser to the
Wider Navigator Group.

Addleshaw Goddard LLP is retained as legal adviser to Accrol.

Important Notices Relating to Financial Advisers

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for the Wider Navigator Group  and no one else
in connection with the matters set out in this Announcement and will not
regard any other person as its client in relation to the matters in this
Announcement and will not be responsible to anyone other than Wider Navigator
Group  for providing the protections afforded to clients of Rothschild &
Co nor for providing advice in relation to any matter referred to in this
Announcement or any transaction or arrangement referred to herein. Neither
Rothschild & Co 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 Rothschild & Co in connection with this Announcement, any
statement contained herein, any transaction or arrangement referred to herein,
or otherwise.

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively as Rule 3 adviser and lead financial adviser for Accrol and for no
one else in connection with the matters set out or referred to in this
Announcement and will not be responsible to anyone other than Accrol for
providing the protections offered to clients of Stifel nor for providing
advice in relation to the matters set out or referred to in this Announcement.
Neither Stifel 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
Stifel in connection with this Announcement, any matter or statement set out
or referred to herein or otherwise.

Zeus Capital Limited ("Zeus"), which is authorised and regulated by the FCA in
the United Kingdom, is acting exclusively as joint financial adviser and
nominated adviser for Accrol and for no one else in connection with the Offer
and/or any other matter referred to in this Announcement and will not be
responsible to anyone other than Accrol for providing the protections afforded
to its clients or for providing advice in relation to the Offer, the contents
of this Announcement, or any other matters referred to in this Announcement.
Neither Zeus nor any of its subsidiaries, affiliates or branches owes or
accepts any duty, liability or responsibility whatsoever (whether direct,
indirect, consequential, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Zeus in connection with this
Announcement, any statement or other matter or arrangement referred to herein
or otherwise.

Further Information

This Announcement is for information purposes only and is not intended to and
does not constitute, or form any part of, an offer or invitation to purchase,
otherwise acquire, subscribe for, exchange, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval in any jurisdiction
pursuant to the Offer or otherwise.

The Offer will be subject to English law and to the applicable requirements of
the Code, the Panel, the AIM Rules, the London Stock Exchange and the FCA.

The Offer will be made solely by the Scheme Document (or, in the event that
the Offer is to be implemented by means of a Takeover Offer, the Offer
Document), which will contain the full terms and conditions of the Offer,
including details of how to vote in respect of the Scheme. Any voting decision
or response in relation to the Offer should be made solely on the basis of the
Scheme Document. Accrol Shareholders are advised to read the formal
documentation in relation to the Offer carefully once it has been published.
Each Accrol Shareholder is urged to consult their independent professional
adviser regarding the tax consequences of the Offer.

This Announcement does not constitute a prospectus or a prospectus equivalent
document.

If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or from an independent financial adviser duly authorised under the FSMA.

Overseas Shareholders

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 not resident in the United Kingdom or who are subject to the
laws of any jurisdiction other than the United Kingdom (including Restricted
Jurisdictions) should inform themselves about, and observe, any applicable
legal or regulatory requirements. In particular, the ability of persons who
are not resident in the United Kingdom or who are subject to the laws of
another jurisdiction to vote their Accrol Shares in respect of the Scheme at
the Court Meeting or the General Meeting, or to execute and deliver Forms of
Proxy appointing another to vote at the Court Meeting or the General Meeting
on their behalf, may be affected by the laws of the relevant jurisdictions in
which they are located or to which they are subject. Any failure to comply
with applicable legal or regulatory requirements of any jurisdiction may
constitute a violation of securities laws or regulations in that jurisdiction.
To the fullest extent permitted by applicable law or regulations, the
companies and persons involved in the Offer disclaim any responsibility or
liability for the violation of such restrictions by any person.

This Announcement has been prepared for the purpose of complying with English
law and the 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 of jurisdictions outside England.

Unless otherwise determined by Bidco or required by the Code, and permitted by
applicable law and regulation, the Offer will not be made, directly or
indirectly, in or into or by use of the mails or any other means or
instrumentality (including, without limitation, telephonic or electronic) of
interstate or foreign commerce of, or any facility of a national, state or
other securities exchange of, a Restricted Jurisdiction where to do so would
violate the laws in that jurisdiction, and the Offer will not be capable of
acceptance by any such use, means, instrumentality or facility or from within
a Restricted Jurisdiction if to do so would constitute a violation of the laws
in that jurisdiction. Accordingly, copies of this Announcement and any formal
documentation relating to the Offer are not being, and must not be, directly
or indirectly, mailed or otherwise forwarded, distributed or sent in or into
or from any Restricted Jurisdiction or any jurisdiction where to do so would
constitute a violation of the laws of such jurisdiction and persons receiving
such documents (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported vote in
respect of acceptance of the Offer.

Further details in relation to Accrol Shareholders in overseas jurisdictions
will be contained in the Scheme Document.

Notice to U.S. Investors in Accrol

The Offer relates to the shares of a company registered under the laws of
England and Wales and is being made by way of a scheme of arrangement provided
for under Part 26 of the Companies Act. The Offer, implemented by way of a
scheme of arrangement, is not subject to the tender offer rules or the proxy
solicitation rules under the U.S. Exchange Act. Accordingly, the Offer is
subject to the disclosure requirements and practices applicable to a scheme of
arrangement involving a target company in England with its securities admitted
to trading on the London Stock Exchange, which differ from the disclosure
requirements of U.S. tender offer and proxy solicitation rules. If, in the
future, Bidco exercises its right to implement the Offer by way of a Takeover
Offer and determines to extend the Takeover Offer into the United States, the
Offer will be made in compliance with applicable U.S. laws and regulations
including Sections 14(d) and 14(e) of the U.S. Exchange Act and Regulations
14D and 14E thereunder. Such a Takeover Offer would be made in the United
States by Bidco  and no one else.

The financial information included in this Announcement has been prepared in
accordance with accounting standards applicable in the United Kingdom and thus
may not be comparable to financial information of U.S. companies or companies
whose financial statements are prepared in accordance with U.S. generally
accepted accounting principles. None of the financial information in this
Announcement has been audited in accordance with auditing standards generally
accepted in the United States or the auditing standards of the Public Company
Accounting Oversight Board (United States).

It may be difficult for U.S. Accrol Shareholders to enforce their rights and
any claim arising out of the U.S. federal securities laws or the laws of any
state or other jurisdiction in the United States in connection with the Offer,
because Accrol is located in a non-U.S. country, and some or all of its
officers and directors may be residents of a non-U.S. country. U.S. Accrol
Shareholders may not be able to sue a non-U.S. company or its officers or
directors in a non-U.S. court for violations of the U.S. federal securities
laws or the laws of any state or other jurisdictions in the United States.
Further, it may be difficult to compel a non-U.S. company and its affiliates
to subject themselves to a U.S. court's jurisdiction or judgment.

U.S. Accrol Shareholders also should be aware that the Offer may have tax
consequences in the United States and that such consequences, if any, are not
described herein. U.S. Accrol Shareholders are urged to consult with legal,
tax and financial advisers in connection with making a decision regarding the
Offer.

Forward-looking Statements

This Announcement (including any information incorporated by reference in this
Announcement), oral statements made regarding the Offer, and other information
published by Navigator, Bidco or Accrol contain statements which are, or may
be deemed to be, "forward-looking statements" with respect to Navigator,
Bidco, Accrol and the Enlarged Navigator Group. These forward-looking
statements can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements often use words such
as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "aim", "will", "may", "would", "could" or "should" or other words
of similar meaning or the negative thereof. Forward-looking statements include
statements relating to the following: (i) future capital expenditures,
expenses, revenues, economic performance, synergies, financial conditions,
market growth, dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of the operations of the
Navigator Group or the Accrol Group; and (iii) the effects of government
regulation on the business of the Navigator Group or the Accrol Group. There
are many factors which could cause actual results to differ materially from
those expressed or implied in forward-looking statements. Among such factors
are the satisfaction (or, where permitted, waiver) of the Conditions as well
as additional factors, such as domestic and global business and economic
conditions; the impact of pandemics, asset prices; market-related risks such
as fluctuations in interest rates and exchange rates, industry trends,
competition, changes in government and regulation, changes in the policies and
actions of governments and/or regulatory authorities (including changes
related to capital and tax), changes in political and economic stability
(including exposures to terrorist activities, the UK's exit from the European
Union, Eurozone instability, the Russia-Ukraine conflict, disruption in
business operations due to reorganisation activities, interest rate,
inflation, deflation and currency fluctuations), the timing impact and other
uncertainties of future or planned acquisitions or disposals or offers, the
inability of the Enlarged Navigator Group to realise successfully any
anticipated synergy benefits when the Offer is implemented (including changes
to the board and/or employee composition of the Enlarged Navigator Group), the
inability of the Navigator Group to integrate successfully the Accrol Group's
operations and programmes when the Offer is implemented, the Enlarged
Navigator Group incurring and/or experiencing unanticipated costs and/or
delays (including IT system failures, cyber-crime, fraud and pension scheme
liabilities), or difficulties relating to the Offer when the Offer is
implemented. Other unknown or unpredictable factors could affect future
operations and/or cause actual results to differ materially from those in the
forward-looking statements. Such forward-looking statements should therefore
be construed in the light of such factors.

These forward-looking statements are based on numerous assumptions regarding
the present and future business strategies of such persons and the environment
in which each will operate in the future. By their nature, these
forward-looking statements involve known and unknown risks and uncertainties
(and other factors that are in many cases beyond the control of Accrol,
Navigator and/or Bidco) because they relate to events and depend on
circumstances that will occur in the future. The factors described in the
context of such forward-looking statements in this Announcement may cause the
actual results, performance or achievements of any such person, or industry
results and developments, to be materially different from any results,
performance or achievements expressed or implied by such forward-looking
statements. No assurance can be given that such expectations will prove to
have been correct and persons reading this Announcement are therefore
cautioned not to place undue reliance on these forward-looking statements
which speak only as at the date of this Announcement. None of the Navigator
Group nor Accrol Group, nor any of their respective associates or directors,
officers or advisers, provide any representation, warranty, assurance or
guarantee that the occurrence of the events expressed or implied in any
forward-looking statements in this Announcement will actually occur. All
subsequent oral or written forward-looking statements attributable to
Navigator, Bidco or Accrol or any persons acting on their behalf are expressly
qualified in their entirety by the cautionary statements contained or referred
to in this section. Other than in accordance with their legal or regulatory
obligations (including under the Code, MAR and the AIM Rules), neither of
Navigator, Bidco nor Accrol is under or undertakes any obligation, and each of
the foregoing expressly disclaims any intention or obligation, to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.

No Profit Forecasts, Estimates or Quantified Financial Benefits Statements

Except where indicated in Section 8 of this Announcement, no statement in this
Announcement is intended, or is to be construed, 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 ordinary share, for Navigator, Bidco or Accrol, respectively for
the current or future financial years would necessarily match or exceed the
historical published earnings or earnings per ordinary share for Navigator,
Bidco or Accrol, respectively.

Right to Switch to a Takeover Offer

Bidco reserves the right to elect, with the consent of the Panel, to implement
the Offer by way of a Takeover Offer for the entire issued and to be issued
share capital of Accrol as an alternative to the Scheme. In such an event, the
Takeover Offer will be implemented on the same terms or, if Bidco so decides,
on such other terms being no less favourable (subject to appropriate
amendments), so far as applicable, as those which would apply to the Scheme
and subject to the amendment referred to in Part C of Appendix ‎I to this
Announcement.

Electronic Communication - Information Relating to Accrol Shareholders

Addresses, electronic addresses and certain other information provided by
Accrol Shareholders, persons with information rights and other relevant
persons for the receipt of communications from Accrol may be provided to Bidco
during the Offer Period as required under Section 4 of Appendix 4 of the Code
to comply with Rule 2.11(c) of the Code.

Publication on Website

A copy of this Announcement and the documents required to be published
pursuant to Rule 26.1 and Rule 26.2 of the Code will be made available
(subject to certain restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, at
https://www.thenavigatorcompany.com/Investidores/Recommended-cash-offer-for-accrol-group-holdings-plc
and at
https://www.accrol.co.uk/investors/recommended-offer-for-accrol-group-holdings-plc
by no later than 12 noon on the Business Day following the date of this
Announcement.

Neither the contents of these websites nor the content of any other website
accessible from hyperlinks on such websites is incorporated into, or forms
part of, this Announcement.

Hard Copy Documents

In accordance with Rule 30.3 of the Code, Accrol Shareholders, persons with
information rights and participants in the Accrol Share Schemes may request a
hard copy of this Announcement by contacting Accrol's registrar, Link Group,
on 0371 664 0300.  Calls are charged at the standard geographic rate and will
vary by provider. Calls from outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 9.00 a.m. to 5.30
p.m. (London time), Monday to Friday excluding for public holidays in England
and Wales. Please note that Link Group cannot provide any financial, legal or
tax advice and calls may be recorded and monitored for security and training
purposes. For persons who receive a copy of this Announcement in electronic
form or via a website notification, a hard copy of this Announcement will not
be sent unless so requested. Such persons may, subject to applicable
securities laws, also request that all future documents, announcements and
information be sent to them in relation to the Offer in hard copy form.

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.

Market Abuse Regulation

This Announcement contains inside information for the purposes of Article 7
of MAR. Market soundings (as defined in MAR) were taken in respect of a
potential offer with the result that certain persons became aware of inside
information (as defined in MAR) as permitted by MAR. This inside information
is set out in this Announcement. Therefore, those persons that received inside
information in a market sounding are no longer in possession of such inside
information relating to Accrol and its securities.

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Code, Accrol confirms that, as at the
Latest Practicable Date, it had in issue 318,878,097 ordinary shares of
£0.001 each. The International Securities Identification Number (ISIN) for
Accrol Shares is GB00BZ6VT592.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the Offer Period and, if later, following the announcement in
which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of
the Code applies must be made by no later than 3.30 p.m. (London time) on the
10th business day (as defined in the Code) 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 (as defined in the Code) 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
per cent. or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the extent that
these details have previously been disclosed under Rule 8 of the Code. A
Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be
made by no later than 3.30 p.m. (London time) on the business day (as defined
in the Code) 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 of the Code.

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 of the Code).

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, 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.

Appendix I

CONDITIONS AND FURTHER TERMS OF THE Offer

Part A

Conditions to the Offer

1.         The Offer will be conditional upon the Scheme becoming
unconditional and Effective, subject to 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)         its approval by a majority in number
representing not less than 75 per cent. in value of the Accrol Shareholders
(or the relevant class or classes thereof, if applicable) in each case
present, entitled to vote and voting, either in person or by proxy, at the
Court Meeting and at any separate class meeting which may be required by the
Court or at any adjournment of any such meeting; and

(ii)        the Court Meeting and any separate class meeting which may
be required by the Court or any adjournment of any such meeting being held on
or before the 22nd day after the expected date of the Court Meeting to be set
out in the Scheme Document in due course (or such later date, if any, as (a)
Bidco and Accrol may agree; or (b) (in a competitive situation) specified by
Bidco with the consent of the Panel and, in either case, if required, as the
Court may allow);

(b)        (i)         all Resolutions being duly passed by the
requisite majority or majorities at the General Meeting or at any adjournment
of that meeting; and

(ii)        the General Meeting or any adjournment of that meeting
being held on or before the 22nd day after the expected date of the General
Meeting to be set out in the Scheme Document in due course (or such later
date, if any, as (a) Bidco and Accrol may agree; or (b) (in a competitive
situation) specified by Bidco with the consent of the Panel and, in either
case, if required, as the Court may allow); and

(c)        (i)         the sanction of the Scheme by the Court
(with or without modification (but subject to any such modification being on
terms acceptable to Bidco and Accrol)) and the delivery of a copy of the Court
Order to the Registrar of Companies; and

(ii)        the Court Hearing being held on or before the 22nd day
after the expected date of the Court Hearing to be set out in the Scheme
Document in due course (or such later date, if any, as (a) Bidco and Accrol
may agree; or (b) (in a competitive situation) specified by Bidco with the
consent of the Panel and, in either case, if required, as the Court may
allow).

Other Conditions

3.         The Offer will also be conditional upon the following
Conditions and, accordingly, the necessary actions to make the Scheme
Effective will not be taken unless the following Conditions (as amended if
appropriate) have been satisfied or, where capable of waiver, waived:

General Third-party Clearances

(a)        the waiver (or non-exercise within any applicable time
limits) by any Third Party of any termination right, right of pre-emption,
first refusal or similar right (which is material in the context of the Wider
Accrol Group taken as a whole) arising as a result of or in connection with
the Offer including, without limitation, its implementation and financing or
the proposed direct or indirect acquisition of any shares or other securities
in, or control or management of, Accrol by any member of the Navigator Group;

(b)        no Third Party having given notice in writing of a decision
to take, institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference (and, in each case, not having withdrawn
the same), or enacted, made or proposed any statute, regulation, decision or
order, or having taken any other steps which in each case would or might
reasonably be expected to:

(i)         require, prevent or materially delay the divestiture, or
materially alter the terms envisaged for any proposed divestiture by any
member of the Wider Navigator Group or any member of the Wider Accrol Group of
all or any portion of their respective businesses, assets or property or
impose any limitation on the ability of any of them to conduct their
respective businesses (or any of them) or to own any of their respective
assets or properties or any part thereof which in any such case would be
material in the context of the Wider Accrol Group or the Wider Navigator Group
taken as a whole;

(ii)        require, prevent or materially delay, or materially alter
the terms envisaged for, any proposed divestiture by any member of the Wider
Navigator Group of any shares or other securities in Accrol;

(iii)       impose any material limitation on, or result in a delay in,
the ability of any member of the Wider Navigator Group directly or indirectly
to acquire or to hold or to exercise effectively, directly or indirectly, all
or any rights of ownership in respect of shares or loans or securities
convertible into shares or any other securities (or the equivalent) in any
member of the Wider Accrol Group or the Wider Navigator Group or to exercise
management control over any such member, in each case, to an extent which is
material in the context of the Wider Accrol Group or the Wider Navigator
Group;

(iv)       otherwise adversely affect the business, assets, profits or
prospects of any member of the Wider Navigator Group or of any member of the
Wider Accrol Group to an extent which is material in the context of the Wider
Navigator Group or the Wider Accrol Group, in either case taken as a whole;

(v)        make the Offer or its implementation or the acquisition or
proposed acquisition by Bidco or any member of the Wider Navigator Group of
any shares or other securities in, or control of Accrol void, illegal and/or
unenforceable under the laws of any relevant jurisdiction, or otherwise,
directly or indirectly, materially restrain, restrict, prohibit, delay or
otherwise interfere with the same, or impose material additional conditions or
obligations with respect thereto, or otherwise challenge or interfere
therewith;

(vi)       require (save as envisaged by the Offer) any member of the
Wider Navigator Group or the Wider Accrol Group to offer to acquire any shares
or other securities (or the equivalent) or interest in any member of the Wider
Accrol Group or the Wider Navigator Group owned by any third party where such
acquisition would be material in the context of the Wider Accrol Group taken
as a whole or, as the case may be, the Wider Navigator Group taken as a whole;

(vii)      impose any limitation on the ability of any member of the
Wider Navigator Group to integrate or co-ordinate its business, or any part of
it, with the businesses or any part of the businesses of any other member of
the Wider Accrol Group which is adverse to and material in the context of the
Wider Accrol Group or the Wider Navigator Group, in each case taken as a whole
or in the context of the Offer; or

(viii)     result in any member of the Wider Accrol Group ceasing to be
able to carry on business under any name under which it presently does so, and
all applicable waiting and other time periods during which any such Third
Party could institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference or any other step under the laws of any
jurisdiction in respect of the Offer or the acquisition or proposed
acquisition of any Accrol Shares having expired, lapsed or been terminated;

(c)        all  filings or applications which are necessary or
reasonably considered appropriate by Bidco having been made in connection with
the Offer and all necessary statutory or regulatory obligations in any
jurisdiction having been complied with in connection with the Offer or the
acquisition by any member of the Wider Navigator Group of any shares or other
securities in, or control of, Accrol and all authorisations, orders,
recognitions, grants, consents, licences, determinations, confirmations,
clearances, permissions, exemptions and approvals necessary or reasonably
considered appropriate by Bidco for the proposed acquisition of any shares or
other securities in, or control of, Accrol by any member of the Wider
Navigator Group having been obtained in terms and in a form reasonably
satisfactory to Bidco from all appropriate Third Parties or persons with whom
any member of the Wider Accrol Group has entered into contractual arrangements
and all such authorisations, orders, recognitions, grants, consents, licences,
determinations, confirmations, clearances, permissions, exemptions and
approvals together with all authorisations orders, recognitions, grants,
licences, confirmations, clearances, permissions and approvals necessary or
reasonably considered appropriate by Bidco to carry on the business of any
member of the Wider Accrol Group, in each case which is material in the
context of the Wider Navigator Group or the Wider Accrol Group as a whole,
remaining in full force and effect and all material filings necessary for such
purpose have been made and there being no notice or intimation of any
intention to revoke or not to renew any of the same at the time at which the
Offer becomes otherwise unconditional;

Certain Matters Arising as a result of any Arrangement, Agreement etc.

(d)        except as Disclosed, there being no provision of any
agreement, arrangement, licence, permit or other instrument to which any
member of the Wider Accrol Group is a party or by or to which any such member
or any of its assets are or may be bound, entitled or subject, which, in each
case as a consequence of the Offer or the proposed acquisition of any shares
or other securities in Accrol or because of a change in the control or
management of Accrol or otherwise, would or would reasonably be expected to
result in (in each case to an extent which is material in the context of the
Wider Accrol Group as a whole, or in the context of the Offer):

(i)         any monies borrowed by or any other indebtedness or
liabilities (actual or contingent) of, or grant available to any such member,
being or becoming repayable or capable of being declared repayable immediately
or earlier than their or its stated maturity date or repayment date or the
ability of any such member to borrow monies or incur any indebtedness being
withdrawn or inhibited or being capable of becoming or being withdrawn or
inhibited;

(ii)        any such agreement, arrangement, licence, permit or
instrument or the rights, liabilities, obligations or interests of any such
member thereunder being terminated or adversely modified or affected or any
onerous obligation or liability arising or any action being taken or arising
thereunder;

(iii)       save in the ordinary course of business, the creation or
enforcement of any mortgage, charge or other security interest over the whole
or any part of the business, property, assets or interest of any such member;

(iv)       the rights, liabilities, obligations or interests of any such
member in, or the business of any such member with, any person, firm or body
(or any arrangement or arrangements relating to any such interest or business)
being terminated, adversely modified or affected;

(v)        the value of any such member or its financial or trading
position or prospects being prejudiced or adversely affected;

(vi)       any such member ceasing to be able to carry on business under
any name under which it presently does so;

(vii)      the creation of any liability, actual or contingent, by any
such member other than trade creditors or other liabilities incurred in the
ordinary course of business; or

(viii)     any liability of any such member to make any severance,
termination, bonus or other payment to any of its directors or other officers,

and, save as Disclosed, no event having occurred which, under any provision of
any agreement, arrangement, licence, permit or other instrument to which any
member of the Wider Accrol Group is a party or by or to which any such member
or any of its assets may be bound, entitled or subject, would or might
reasonably be expected to result in any of the events or circumstances as are
referred to in sub-paragraphs ‎(i) to (viii) of this Condition ‎(d), in
each case which is or would be material in the context of the Wider Accrol
Group taken as a whole;

No Material Transactions, Claims or Changes in the Conduct of the Business of
the Accrol Group

(e)        except as Disclosed, no member of the Wider Accrol Group
having, since 30 April 2023:

(i)         save as between Accrol and wholly owned subsidiaries of
Accrol or for Accrol Shares issued pursuant to the exercise of options granted
under the Accrol Share Schemes, issued, authorised or proposed the issue of
additional shares of any class or transferred or sold any shares out of
treasury;

(ii)        save as between Accrol and wholly owned subsidiaries of
Accrol or for the grant of options and awards and other rights under the
Accrol Share Schemes, issued or agreed to issue, authorised or proposed the
issue of securities convertible into shares of any class or rights, warrants
or options to subscribe for, or acquire, any such shares or convertible
securities;

(iii)       other than to another member of the Accrol Group,
recommended, declared, paid or made or proposed to recommend, declare, pay or
make any bonus, dividend or other distribution whether payable in cash or
otherwise;

(iv)       save for intra-Accrol Group transactions, authorised,
implemented or announced any merger or demerger with any body corporate or
acquired or disposed of or transferred, mortgaged or charged or created any
security interest over any assets or any right, title or interest in any asset
(including shares and trade investments) or authorised or proposed or
announced any intention to propose any merger, demerger, acquisition or
disposal, transfer, mortgage, charge or security interest, in each case, other
than in the ordinary course of business;

(v)        save for intra-Accrol Group transactions, made or authorised
or proposed or announced an intention to propose any material change in its
loan capital, in each case, to the extent which is material in the context of
the Wider Accrol Group taken as a whole;

(vi)       issued, authorised or proposed the issue of, or made any
change in or to, any debentures or (save for intra-Accrol Group transactions),
save in the ordinary course of business, incurred or increased any
indebtedness or become subject to any liability (actual or contingent);

(vii)      purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, save in respect to the matters mentioned in sub-paragraph ‎(i) above or
pursuant to the Warrant Waiver, made any other change to any part of its share
capital, in each case, to the extent which is material in the context of the
Wider Accrol Group taken as a whole;

(viii)     implemented, or authorised, proposed or announced its intention
to implement, any reconstruction, amalgamation, scheme, commitment or other
transaction or arrangement otherwise than in the ordinary course of business
or entered into or changed the terms of any contract with any director or
senior executive;

(ix)       entered into or varied any contract, transaction or
commitment (whether in respect of capital expenditure or otherwise) which is
of a long-term, onerous or unusual nature or magnitude or which is or is
reasonably likely to be restrictive on the businesses of any member of the
Wider Accrol Group or the Wider Navigator Group or which involves an
obligation of such a nature or magnitude or which is other than in the
ordinary course of business and which, in any such case, is material in the
context of the Wider Accrol Group or the Wider Navigator Group taken as a
whole;

(x)        been unable or admitted in writing that it is unable, to pay
its debts as they fall due 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 which, in any such
case, is material in the context of the Wider Accrol Group taken as a whole;

(xi)       (other than in respect of a member of the Wider Accrol Group
which is dormant and was solvent at the relevant time) taken any corporate
action or had any legal proceedings started or threatened against it for its
winding-up, dissolution or reorganisation or for the appointment of a
receiver, administrative receiver, administrator, manager, trustee or similar
officer of all or any of its assets or revenues or any analogous proceedings
in any jurisdiction or had any such person appointed to the extent which is
material in the context of the Wider Accrol Group taken as a whole;

(xii)      commenced negotiations with any of its creditors or taken any
step, in each case in connection with financial difficulties of the Accrol
Group, with a view to rescheduling or restructuring any of its indebtedness or
entered into a composition, compromise, assignment or arrangement with any of
its creditors whether by way of a voluntary arrangement, scheme of
arrangement, deed of compromise or otherwise, or entered into any agreement
with any of its creditors to refinance, reschedule or restructure any of its
indebtedness;

(xiii)     waived, settled or compromised any claim otherwise than in the
ordinary course of business and which is material in the context of the Wider
Accrol Group taken as a whole;

(xiv)     entered into any contract, commitment, arrangement or agreement
otherwise than in the ordinary course of business or passed any resolution or
made any offer (which remains open for acceptance) with respect to or
announced any intention to, or to propose to, effect any of the transactions,
matters or events referred to in this Condition ‎(e) and which is material
in the context of the Wider Accrol Group taken as a whole;

(xv)      made any alteration to its constitutional documents (other than
in connection with the Scheme) which is material and adverse to the interests
of Bidco in the context of the Offer;

(xvi)     except in relation to changes made or agreed as a result of, or
arising from, changes to legislation, made or agreed or consented to any
significant change to:

(A)       the terms of the trust deeds, scheme rules or other
documentation constituting the pension scheme(s) established by any member of
the Wider Accrol Group for its directors, employees or their dependents;

(B)       the contributions payable to any such scheme(s) or to the
benefits which accrue or to the pensions which are payable thereunder;

(C)       the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or determined; or

(D)       the basis upon which the liabilities (including pensions) of
such pension schemes are funded, valued or made,

in each case, to the extent which is material in the context of the Wider
Accrol Group taken as a whole;

(xvii)    proposed, agreed to provide or modified the terms of any share
option scheme, incentive scheme or other benefit relating to the employment or
termination of employment of any person employed by the Wider Accrol Group and
in each case which is material in the context of the Wider Accrol Group taken
as a whole; or

(xviii)   having taken (or agreed or proposed to take) any action which
requires, or would require, the consent of the Panel or the approval of Accrol
Shareholders in a general meeting in accordance with, or as contemplated by,
Rule 21.1 of the Code;

No Adverse Change, Litigation or Regulatory Enquiry

(f)        except as Disclosed, since 30 April 2023:

(i)         no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or prospects of any
member of the Wider Accrol Group which is material in the context of the Wider
Accrol Group taken as a whole;

(ii)        no litigation, arbitration proceedings, prosecution or
other legal or regulatory proceedings to which any member of the Wider Accrol
Group is or may become a party (whether as a plaintiff, defendant or
otherwise) and no investigation by any Third Party or other investigative body
against or in respect of any member of the Wider Accrol Group having been
instituted, announced, implemented or threatened by or against or remaining
outstanding in respect of any member of the Wider Accrol Group, in each case
which is material in the context of the Wider Accrol Group taken as a whole;

(iii)       no contingent or other liability of any member of the Wider
Accrol Group having arisen or become apparent to Bidco or increased which
might reasonably be expected to have a material adverse affect on the Wider
Accrol Group taken as a whole;

(iv)       no steps having been taken which are likely to result in the
withdrawal, cancellation, termination or modification of any licence or permit
held by any member of the Wider Accrol Group which is necessary for the proper
carrying on of its business and which is material in the context of the Wider
Accrol Group taken as a whole; and

(v)        no member of the Wider Accrol Group having conducted its
business in breach of any applicable laws and regulations and which is
material in the context of the Wider Accrol Group taken as a whole;

No Discovery of Certain Matters

(g)        except as Disclosed, Bidco not having discovered:

(i)         that any financial, business or other information
concerning the Wider Accrol Group as contained in the information publicly
disclosed at any time by or on behalf of any member of the Wider Accrol Group
is misleading, contains a material misrepresentation of fact or omits to state
a fact necessary to make that information not misleading and which was not
subsequently corrected before the date of this Announcement by disclosure
publicly or otherwise to Bidco or its professional advisers;

(ii)        that any member of the Wider Accrol Group or partnership,
company or other entity in which any member of the Wider Accrol Group has a
significant economic interest and which is not a subsidiary undertaking of
Accrol, is, otherwise than in the ordinary course of business, subject to any
liability (actual or contingent) which is not disclosed in the annual report
and accounts of Accrol for the financial year ended 30 April 2023; or

(iii)       any information which affects the import of any information
disclosed at any time by or on behalf of any member of the Wider Accrol Group
and which is material and adverse in the context of the Accrol Group taken as
a whole,

in each case, to the extent which is material in the context of the Wider
Accrol Group taken as a whole;

(h)        except as Disclosed, Bidco not having discovered that:

(i)         any past or present member of the Wider Accrol Group has
failed to comply in any material respect with any or all applicable
legislation or regulations, of any jurisdiction with regard to the use,
treatment, handling, storage, carriage, disposal, spillage, release,
discharge, leak or emission of any waste or hazardous substance or any
substance likely to impair materially the environment (including property) or
harm human health or animal health or otherwise relating to environmental
matters or the health and safety of humans, or that there has otherwise been
any such use, treatment, handling, storage, carriage, disposal, spillage,
release, discharge, 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) any of which use, treatment, handling,
storage, carriage, disposal, spillage, release, discharge, leak or emission in
each case which would be likely to give rise to any material liability (actual
or contingent) or material cost on the Wider Accrol Group taken as a whole;

(ii)        there is, or is likely to be, for that or any other reason
whatsoever, any material liability (actual or contingent) of any past or
present member of the Wider Accrol Group to make good, remediate, repair,
reinstate or clean up any property or any controlled waters now or previously
owned, occupied, operated or made use of or controlled by any such past or
present member of the Wider Accrol Group (or on its behalf) or by any person
for which a member of the Wider Accrol Group is or has been responsible, or in
which any such member may have or previously have had or be deemed to have had
any interest, under any environmental legislation, regulation, notice,
circular or order of any government, governmental, quasi-governmental, state
or local government, supranational, statutory or other regulatory body,
agency, court, association or any other person or body in any jurisdiction in
each case which would be likely to give rise to any material liability (actual
or contingent) or material cost on the Wider Accrol Group taken as a whole; or

(iii)       circumstances exist (whether as a result of the making of
the Offer or otherwise) which would be reasonably likely to lead to any Third
Party instituting, or whereby any member of the Wider Navigator Group, or any
present or past member of the Wider Accrol Group, would be likely to be
required to institute, an environmental audit or take any other steps which
would in any such case be reasonably likely to result in any liability
(whether actual or contingent) to improve, modify existing or install new
plant, machinery or equipment or carry out changes in the processes currently
carried out or make good, remediate, repair, re-instate or clean up any land
or other asset currently or previously owned, occupied or made use of by any
past or present member of the Wider Accrol Group (or on its behalf) or by any
person for which a member of the Wider Accrol Group is or has been
responsible, or in which any such member may have or previously have had or be
deemed to have had an interest which is material in the context of the Accrol
Group taken as a whole; or

Anti-corruption, Economic Sanctions, Criminal Property and Money Laundering

(i)         save as Disclosed, Bidco not having discovered that:

(i)         (a) any past or present member, director, officer or
employee of the Wider Accrol Group is or has at any time engaged in any
activity, practice or conduct which would constitute an offence under the
Bribery Act 2010, the U.S. Foreign Corrupt Practices Act of 1977 or any other
applicable anti-corruption or anti-bribery law, rule or regulation concerning
improper payments or kickbacks, or (b) any person that performs or has
performed services for or on behalf of the Wider Accrol Group is or has at any
time engaged in any activity, practice or conduct in connection with the
performance of such services which would constitute an offence under the
Bribery Act 2010, the U.S. Foreign Corrupt Practices Act of 1977 or any other
applicable anti-corruption law, rule or regulation concerning improper
payments or kickbacks; or

(ii)        any asset of any member of the Wider Accrol 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
Accrol Group is found to have engaged in activities constituting money
laundering under any applicable law, rule or regulation concerning money
laundering; or

(iii)       any past or present member, director, officer or employee of
the Wider Accrol Group, or any other person for whom any such person may be
liable or responsible, is or has engaged in any conduct which would violate
applicable economic sanctions or dealt with, engaged in any business with,
made any investments in, made any funds or assets available to or received any
funds or assets from: (a) any government, entity or individual in respect of
which U.S., UK 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 U.S., UK or
European Union laws or regulations, including the economic sanctions
administered by the U.S. Office of Foreign Assets Control, or HM Treasury in
the UK; or (b) any government, entity or individual targeted by any of the
economic sanctions of the United Nations, the U.S., the UK, the European Union
or any of its member states; or

(iv)       any past or present member, director, officer or employee of
the Wider Accrol Group, or any other person for whom any such person may be
liable or responsible (a) has engaged in conduct which would violate any
relevant anti-terrorism laws, rules, or regulations, (b) has engaged in
conduct which would violate any relevant anti-boycott law, rule or regulation
or any applicable export controls, including but not limited to the Export
Administration Regulations administered and enforced by the U.S. Department of
Commerce or the International Traffic in Arms Regulations administered and
enforced by the U.S. Department of State, (c) has engaged in conduct which
would violate any relevant laws, rules, or regulations concerning human
rights, including but not limited to any law, rule or regulation concerning
false imprisonment, torture or other cruel and unusual punishment, or child
labour, or (iv) is debarred or otherwise rendered ineligible to bid for or to
perform contracts for or with any government, governmental instrumentality or
international organisation or found to have violated any applicable law, rule
or regulation concerning government contracting or public procurement; or

(v)        any member of the Accrol Group is or has been engaged in any
transaction which would cause Bidco to be in breach of any law or regulation
upon its acquisition of Accrol, including but not limited to the economic
sanctions of the U.S. Office of Foreign Assets Control, or HM Treasury &
Customs in the UK, or any government, entity or individual targeted by any of
the economic sanctions of the United Nations, the U.S., the UK, the European
Union or any of its member states,

in each case, to the extent which is material in the context of the Wider
Accrol Group taken as a whole.

Part B

Waiver and Invocation of the Conditions

1.         Subject to the requirements of the Panel in accordance with
the Code, Bidco reserves the right in its sole discretion to waive, in whole
or in part, all or any of the Conditions in Part A above, except for
Conditions ‎2(a)(i), ‎2(b)(i) and ‎2(c)(i), which cannot be waived. The
deadlines in any of Conditions ‎2(a)(ii), ‎2(b)(ii) and ‎2(c)(ii) may be
extended to such later date as may be agreed (a) in writing by Bidco and
Accrol or (b) (in a competitive situation) specified by Bidco with the consent
of the Panel, and in either case with the approval of the Court, if such
approval is required. If any of Conditions ‎2(a)(i), ‎2(b)(i) and
‎2(c)(i) is not satisfied by the relevant deadline specified in the relevant
Condition, Bidco shall make an announcement by 8.00 a.m. (London time) on the
Business Day following such deadline confirming whether it has invoked the
relevant Condition, waived the relevant deadline or agreed with Accrol to
extend the relevant deadline.

2.         The Offer will be subject to the satisfaction (or waiver,
if permitted) of the Conditions in Part A above, and to certain further terms
set out in Part D below, and to the full terms and conditions which will be
set out in the Scheme Document.

3.         Conditions ‎2(a)(i), ‎2(b)(i) and ‎3 ‎(a) to
‎(i) (inclusive) must be fulfilled, determined by Bidco to be or to remain
satisfied or (if capable of waiver) waived, by no later than 11.59 p.m. on the
date immediately preceding the date of the Court Hearing, failing which the
Offer will lapse. Bidco shall be under no obligation to waive or treat as
satisfied any of Conditions ‎3 ‎(a) to ‎(i) (inclusive) by a date
earlier than the latest date specified above for the fulfilment or waiver
thereof, notwithstanding that the other Conditions to the Offer may at such
earlier date have been waived or fulfilled and that there are at such earlier
date no circumstances indicating that any of such Conditions may not be
capable of fulfilment.

4.         Under Rule 13.5(a) of the Code, Bidco may not invoke a
Condition so as to cause the Offer not to proceed, to lapse or be withdrawn
without 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 Bidco in the context of the Offer.
Conditions ‎1 and ‎2 of Part A (and, if applicable, any acceptance
condition adopted on the basis specified in paragraph ‎2 of Part C below
in relation to any Takeover Offer) are not subject to this provision of the
Code. Each other Condition will be subject to Rule 13.5(a) of the Code and may
be waived by Bidco.

Part C

Implementation by way of a Takeover Offer

1.         Bidco reserves the right to elect to implement the Offer by
way of a Takeover Offer as an alternative to the Scheme with the consent of
the Panel.

2.         In such event, such Takeover Offer will be implemented on
the same terms and conditions or, if Bidco so decides, on such other terms and
conditions being no less favourable, so far as applicable, as those which
would apply to the Scheme subject to appropriate amendments to reflect the
change in method of effecting the Takeover Offer, including (without
limitation) the inclusion of an acceptance condition set at 90 per cent. of
the Accrol Shares to which the Takeover Offer relates or such lesser
percentage as Bidco, with the consent of the Panel, decides, being in any case
more than 50 per cent. of the Accrol Shares to which the Takeover Offer
relates.

Part D

Certain Further Terms of the Offer

1.         The availability of the Offer to persons not resident in
the UK may be affected by the laws and regulations of the relevant
jurisdictions. Persons who are not resident in the UK should inform themselves
about, and observe, any applicable requirements. Accrol Shareholders who are
in any doubt about such matters should consult an appropriate independent
professional adviser in the relevant jurisdiction without delay and observe
any applicable requirements.

2.         This Announcement and any rights or liabilities arising
hereunder, the Offer, the Scheme and the Forms of Proxy will be governed by
English law and be subject to the jurisdiction of the English courts and to
the Conditions set out in the Scheme Document. The Offer will be subject to
the applicable rules and regulations of the Code, the Panel, the AIM Rules,
the London Stock Exchange and the FCA.

3.         Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other Condition.

4.         The Accrol Shares will be acquired by Bidco fully paid and
free from all liens, equitable interests, charges, encumbrances, rights of
pre-emption and any other third-party rights or interests whatsoever and
together with all rights existing at the date of this Announcement or
thereafter attaching thereto, including (without limitation) the right to
receive and retain, in full, all dividends and other distributions (if any)
declared, made or paid or any other return of capital (whether by way of
reduction of share capital or share premium account or otherwise) made on or
after the Effective Date in respect of the Accrol Shares.

5.         If any dividend, distribution or other return or value is
announced, authorised, declared, made or paid in respect of Accrol Shares on
or after the date of this Announcement and prior to the Effective Date, Bidco
reserves the right to reduce the consideration payable for each Accrol Share
under the terms of the Offer by the amount per Accrol Share of such dividend,
distribution or other return of value. In such circumstances, Accrol
Shareholders shall be entitled to retain any such dividend, distribution or
other return of value announced, declared, made or paid.

6.         If Bidco is required by the Panel to make an offer for
Accrol pursuant to Rule 9 of the Code, Bidco may make such alterations to any
of the above Conditions and terms of the Offer as are necessary to comply with
the provisions of the Code.

 

Appendix II

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this Announcement, unless otherwise stated or the context otherwise
requires, the following bases and sources have been used:

·    Accrol's fully diluted equity value has been calculated on the basis
of a fully diluted issued ordinary share capital of 335,444,589 Accrol Shares,
calculated as:

o  318,878,097 Accrol Shares in issue on the Latest Practicable Date; plus

o  16,566,492 Accrol Shares to be issued on the expected exercise of options
granted or expected to be granted under the Accrol Share Schemes being the
expected number of Accrol Shares which is expected to be issued on or after
the date of this Announcement on the exercise of options under the Accrol
Share Schemes,

(but excludes the Warrants (as the outstanding Warrants are to be surrendered
by the Warrant Holder and cancelled upon the Offer becoming Effective).

·    The premium calculations to the price per Accrol Share used in this
Announcement have been calculated by reference to:

o  the Closing Price of 34.0 pence per Accrol Share on the Latest Practicable
Date;

o  the volume weighted average price of the per share trading prices of
Accrol Shares on the London Stock Exchange derived from Bloomberg during the
6-month period ended on the Latest Practicable Date of 29.5 pence per Accrol
Share; and

o  the volume weighted average price of the per share trading prices of
Accrol Shares on the London Stock Exchange derived from Bloomberg during the
12-month period ended on the Latest Practicable Date of 30.8 pence per Accrol
Share.

·    Certain figures included in this Announcement have been subject to
rounding adjustments.

The financial information concerning Accrol has been extracted from the Annual
Report and Accounts of Accrol for the year ended 30 April 2023, which were
released on 26 September 2023.

 

Appendix III

IRREVOCABLE UNDERTAKINGS

Bidco has received irrevocable undertakings to vote (or procure the voting) in
favour of the Scheme at the Court Meeting and the Resolutions at the General
Meeting (or, if Bidco exercises its right to implement the Offer by way of a
Takeover Offer, to accept, or procure the acceptance of, such Takeover Offer)
in respect of 108,527,354 Accrol Shares (representing, in aggregate,
approximately 34 per cent. of the Accrol Shares in issue on the Last
Practicable Date), comprising the following:

Accrol Directors irrevocable undertakings

The following Accrol Directors have given irrevocable undertakings in respect
of their interests in Accrol Shares (or those Accrol Shares over which they
have control) to vote (or procure a vote) in favour of the Scheme at the Court
Meeting and the Resolutions:

 Name of Accrol Director  Number of Accrol Shares  % of Accrol issued share capital
 Gareth Jenkins           4,515,808                1.4

 Dan Wright               12,608,422               4.0

 Christopher Welsh 1      Nil                      Nil

 TOTAL                    17,124,230               5.4

  1  Christopher Welsh has provided an irrevocable undertaking in relation to
 his interests in Accrol Shares held under option pursuant to the Accrol Group
 Holdings Long-Term Incentive Plan 2021.

These irrevocable undertakings given by the Accrol Directors will continue to
be binding in the event that a higher competing offer is made for Accrol.

The irrevocable undertakings given by the Accrol Directors will lapse and
cease to be binding on and from the earlier of the following occurrences:

·    the Scheme Document or the Offer Document (as applicable) not being
posted to Accrol Shareholders within 28 days of the date of this Announcement
(or such longer period as Accrol and Bidco agree, and the Panel permits),
provided that if the Offer was initially being implemented by way of a Scheme,
and Bidco elects to exercise its right to implement the Offer by way of a
Takeover Offer (with the consent of the Panel) or vice versa, the time period
shall be extended to refer to within 28 days of the issue of the press
announcement announcing the change in structure (or such other date for the
posting of the Offer Document or Scheme Document (as applicable) as the Panel
may require); or

·    the Offer has not become effective by 11.59 p.m. on the Long Stop
Date; or

·    the date on which the Offer (whether implemented by way of a Scheme
or a Takeover Offer) is withdrawn or lapses in accordance with its terms
provided that the reason is not because:

·    a new, revised or replacement Scheme or Takeover Offer is announced
by Bidco in accordance with Rule 2.7 of the Code at the same time; or

·    the Offer is withdrawn or lapses as a result of Bidco exercising its
right, in accordance with the Code, to implement the Offer by way of a
Takeover Offer rather than by way of a Scheme or vice versa: or

·    Bidco announces that it does not intend to proceed with the Offer and
no new, revised or replacement Scheme or Takeover Offer is announced by Bidco
in accordance with Rule 2.7 of the Code at the same time; or

·    any competing offer for the shares of Accrol by a third party other
than Bidco becomes wholly unconditional (if made by way of a takeover offer)
or effective (if made by way of a scheme of arrangement).

Accrol Shareholder irrevocable undertaking

In addition to the irrevocable undertakings given by the Accrol Directors,
Lombard Odier Asset Management (Europe) Limited has given an irrevocable
undertaking in respect of its interests in Accrol Shares to vote (or procure a
vote) in favour of the Scheme at the Court Meeting and the Resolutions at the
General Meeting:

 Name                                             Number of Accrol Shares  % of Accrol issued share capital
 Lombard Odier Asset Management (Europe) Limited  91,403,124               28.7

 TOTAL

The irrevocable undertaking given by Lombard Odier Asset Management (Europe)
Limited will lapse and cease to be binding on and from the earlier of the
following occurrences:

·    the Scheme or Takeover Offer lapses or is withdrawn in a manner which
is permitted by the Panel;

·    the Scheme or Takeover Offer does not become effective by 5.00 p.m.
on the Long Stop Date; or

 

·    if a person other than Bidco or a subsidiary of Bidco or any person
acting in concert with Bidco announces a firm intention to make an offer (in
accordance with Rule 2.7 of the Code) to acquire the Accrol Shares where the
value of the consideration for each Accrol Share, including any proposed
dividend, is 10 per cent. higher than the value of the Cash Consideration as
at the date on which such firm intention to make an offer is announced.

Appendix IV

DEFINITIONS

The following definitions apply throughout this Announcement, unless the
context otherwise requires:

 AIM Rules                       the AIM Rules for Companies published by the London Stock Exchange, as amended
                                 from time to time
 Accrol                          Accrol Group Holdings plc, a public limited company incorporated in England
                                 and Wales with registered number 09019496
 Accrol Board                    the board of directors of Accrol for the time being
 Accrol Directors                the directors of Accrol as at the date of this Announcement or, where the
                                 context so requires, the directors of Accrol for the time being
 Accrol Group                    Accrol and its subsidiary undertakings and associated undertakings
 Accrol Shareholders             the holders of Accrol Shares for time being
 Accrol Shares                   the ordinary shares of £0.001 each in the capital of Accrol
 Accrol Share Schemes            the (i) Accrol Group Holdings Savings Related Share Option Scheme, adopted by
                                 the board of directors of Accrol on 18 May 2021 and (ii) Accrol Group Holdings
                                 Long-Term Incentive Plan 2021, adopted by the board of directors of Accrol on
                                 5 March 2021
 Announcement                    this announcement made pursuant to Rule 2.7 of the Code
 Bidco                           Navigator Paper UK Limited, a private limited company incorporated in England
                                 and Wales with registered number 03277517
 Business Day                    a day (other than a Saturday, Sunday, public or bank holiday) on which banks
                                 are generally open for business in London, United Kingdom
 Cash Consideration              38 pence in cash for each Accrol Share
 Closing Price                   the closing middle market quotation of an Accrol Share derived from the AIM
                                 Appendix to the Daily Official List of the London Stock Exchange on that day
 Code                            the City Code on Takeovers and Mergers
 Companies Act                   the Companies Act 2006
 Conditions                      the conditions to the Offer set out in Part A of Appendix ‎I to this
                                 Announcement and to be set out in the Scheme Document
 Confidentiality Agreement       the confidentiality agreement between Navigator and Accrol dated 12 January
                                 2024, as described in Section 12 of this Announcement
 Court                           the High Court of Justice in England and Wales
 Court Hearing                   the hearing of the Court at which Accrol will seek the Court Order
 Court Meeting                   the meeting or meetings of Accrol Shareholders to be convened by the Court
                                 pursuant to Part 26 of the Companies Act for the purpose of considering and,
                                 if thought fit, approving the Scheme (with or without amendment approved or
                                 imposed by the Court and agreed to by Bidco and Accrol) including any
                                 adjournment, postponement or reconvening of any such meeting, notice of which
                                 shall be contained in the Scheme Document
 Court Order                     the order of the Court sanctioning the Scheme under section 899 of the
                                 Companies Act
 CREST                           the relevant system (as defined in the Uncertificated Securities Regulations
                                 2001 (SI 2001/3755) (and with respect to the United Kingdom, as it forms part
                                 of domestic law in the United Kingdom by virtue of the European Union
                                 (Withdrawal) Act 2018)), in respect of which Euroclear UK & Ireland
                                 Limited is the Operator (as defined in the Regulations)
 Dealing Disclosure              an announcement pursuant to Rule 8 of the Code containing details of dealings
                                 in relevant securities of a party to an offer
 Disclosed                       the information which has: (i) been fairly disclosed prior to the date of this
                                 Announcement by or on behalf of Accrol to the Navigator Group (or their
                                 respective officers, employees, agents or advisers in their capacity as such),
                                 including, but not limited to, all matters fairly disclosed in the written
                                 replies, correspondence, documentation and information provided in an
                                 electronic data room created by or on behalf of Accrol or sent to the
                                 Navigator Group or any of their respective officers, employees, agents or
                                 advisers during the due diligence process and whether or not in response to
                                 any specific request for information made by any such person in respect of the
                                 Offer or via email or other form of correspondence; (ii) disclosed in Accrol's
                                 published annual report and accounts for the financial year ended 30 April
                                 2023; (iii) disclosed in Accrol's published interim results for the six months
                                 ended 31 October 2023; (iv) disclosed in a public announcement by Accrol prior
                                 to the date of this Announcement by way of any Regulatory Information Service;
                                 (v) disclosed in this Announcement; or (vi) disclosed in filings made with the
                                 Registrar of Companies and appearing on Accrol's file at Companies House
                                 within the two years ending on the date of this Announcement
 Effective                       means: (i) if the Offer is implemented by way of the Scheme, the Scheme having
                                 become effective in accordance with its terms; or (ii) if the Offer is
                                 implemented by way of a Takeover Offer, the Takeover Offer having been
                                 declared or become wholly unconditional in accordance with the requirements of
                                 the Code
 Effective Date                  the date on which the Offer becomes Effective
 Enlarged Navigator Group        the enlarged group following the Offer, comprising the Navigator Group and the
                                 Accrol Group
 Euronext Lisbon                 Euronext Lisbon Stock Exchange
 FCA                             the UK Financial Conduct Authority
 Forms of Proxy                  the forms of proxy in connection with each of the Court Meeting and the
                                 General Meeting, which shall accompany the Scheme Document
 FSMA                            the Financial Services and Markets Act 2000
 General Meeting                 the general meeting of Accrol Shareholders to (including any adjournment,
                                 postponement or reconvening thereof) to be convened for the purpose of
                                 considering and, if thought fit, approving the Resolutions (with or without
                                 amendment), notice of which shall be contained in the Scheme Document
 Latest Practicable Date         21 March 2024, the Business Day prior to the date of this Announcement
 Link Group                      a trading name of Link Market Services Limited, a private limited company
                                 incorporated in England and Wales with registered number 02605568
 London Stock Exchange           London Stock Exchange plc, a public limited company incorporated in England
                                 and Wales with registered number 02075721
 Long Stop Date                  30 June 2024 or such later date as (a) Bidco and Accrol may agree or (b) (in a
                                 competitive situation) specified by Bidco with the consent of the Panel, and
                                 in either case as the Court may approve (if such approval(s) are required)
 MAR                             Regulation (EU) No 596/2014 of the European Parliament and the Council of 16
                                 April 2014 (and with respect to the United Kingdom, as it forms part of
                                 domestic law in the United Kingdom by virtue of the European Union
                                 (Withdrawal) Act 2018)
 Navigator                       means The Navigator Company, S.A., a public company listed on the Euronext
                                 Lisbon incorporated under the laws of Portugal with company registered number
                                 PT 503025798
 Navigator Group                 Navigator and its subsidiary undertakings
 Offer                           the proposed recommended all-cash acquisition by Bidco of the entire issued
                                 and to be issued share capital of Accrol, to be implemented by way of the
                                 Scheme as described in this Announcement
 Offer Document                  should the Offer be implemented by means of the Takeover Offer, the document
                                 to be sent to Accrol Shareholders which will contain, among other things, the
                                 terms and conditions of the Takeover Offer
 Offer Period                    the offer period (as defined by the Code) relating to Accrol, which commenced
                                 on the date of this Announcement
 Opening Position Disclosure     an announcement containing details of interests or short positions in, or
                                 rights to subscribe for, any relevant securities of a party to an offer if the
                                 person concerned has such a position, as defined in Rule 8 of the Code
 Panel                           the UK Panel on Takeovers and Mergers
 Registrar of Companies          the Registrar of Companies in England and Wales
 Regulatory Information Service  a service approved by the London Stock Exchange for the distribution to the
                                 public of announcements and included within the list maintained on the London
                                 Stock Exchange's website
 Resolutions                     the resolution(s) relating to the Offer to be proposed at the General Meeting
                                 to implement the Scheme including, among other things, to approve the Scheme,
                                 to make certain amendments to Accrol's articles of association in connection
                                 with the Scheme, and such other matters as may be necessary to implement the
                                 Scheme
 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
                                 Offer is sent or made available to Accrol Shareholders in that jurisdiction
 Rothschild & Co                 N.M. Rothschild & Sons Limited
 Scheme                          the proposed scheme of arrangement under Part 26 of the Companies Act between
                                 Accrol and Accrol Shareholders to implement the Offer to be set out in the
                                 Scheme Document, with or subject to any modification, addition or condition
                                 approved or imposed by the Court and agreed to by Bidco and Accrol
 Scheme Document                 the document to be published and sent to Accrol Shareholders and persons with
                                 information rights containing, among other things, the full terms and
                                 conditions of the Scheme and the notices convening the Court Meeting and the
                                 General Meeting
 Scheme Record Time              the time and date to be specified as such in the Scheme Document, expected to
                                 be 6.00 p.m. on the Business Day immediately preceding the Effective Date, or
                                 such other time as Bidco and Accrol may agree
 significant interest            a direct or indirect interest in 20 per cent. or more of the total voting
                                 rights conferred by the equity share capital (as defined in section 548 of the
                                 Companies Act)
 Stifel                          Stifel Nicolaus Europe Limited
 Takeover Offer                  if the Offer is implemented by way of a takeover offer (as that term is
                                 defined in section 974 of the Companies Act), the offer to be made by or on
                                 behalf of Bidco, or an association undertaking thereof, to acquire the entire
                                 issued and to be issued ordinary share capital of Accrol including, where the
                                 context admits, any subsequent revision, variation, extension or renewal of
                                 such offer
 Third Party                     any relevant government or governmental, quasi-governmental, supranational,
                                 statutory, regulatory, environmental or investigative body, authority, court,
                                 trade agency, association, institution, any entity owned or controlled by any
                                 relevant government or state, or any other body or person whatsoever in any
                                 jurisdiction, but excluding any antitrust or merger control authority
 UK or United Kingdom            the United Kingdom of Great Britain and Northern Ireland
 U.S. or United States           the United States of America, its territories and possessions (including
                                 Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and
                                 the Northern Mariana Islands), any state of the United States of America and
                                 the District of Columbia
 U.S. Exchange Act               the U.S. Securities Exchange Act 1934 and the rules and regulations
                                 promulgated thereunder
 Warrant Holder                  Zeus
 Warrant Instrument              the warrant instrument entered into by the Company on 2 June 2016 pursuant to
                                 which the Company created and issued the Warrants
 Warrant Waiver                  has the meaning given in Section 11 of this Announcement
 Warrants                        has the meaning given in Section 11 of this Announcement
 Wider Accrol Group              Accrol and its subsidiary undertakings, associated undertakings and any other
                                 undertaking in which Accrol or such undertakings (aggregating their interests)
                                 have a significant interest (in each case, from time to time) but excluding
                                 the Wider Navigator Group
 Wider Navigator Group           Navigator and its subsidiary undertakings, associated undertakings and any
                                 other undertaking in which Navigator or such undertakings (aggregating their
                                 interests) have a significant interest (in each case, from time to time) but
                                 excluding the Wider Accrol Group
 Zeus                            Zeus Capital Limited

All references to GBP, pence, Sterling, Pounds, Pounds Sterling, p or £ are
to the lawful currency of the United Kingdom.

All references to statutory provision or law or to any order or regulation
shall be construed as a reference to that provision, law, order or regulation
as extended, modified, amended, replaced or re-enacted from time to time and
all statutory instruments, regulations and orders from time to time made
thereunder or deriving validity therefrom.

All the times referred to in this Announcement are London times unless
otherwise stated.

References to the singular include the plural and vice versa.

All references to "subsidiary", "subsidiary undertaking", "undertaking" and
"associated undertaking" have the respective meanings given to them in the
Companies Act.

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