REG - Synthomer PLC - Results of General Meeting

SynthomerAnnouncement

25/09/2023 14:00

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RNS Number : 5617N  Synthomer PLC  25 September 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, SINGAPORE, THE UNITED
ARAB EMIRATES AND THE UNITED STATES AND ANY OTHER JURISDICTION TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.

 

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF
ANY SECURITIES. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM
OR CONDITION OF THE RIGHTS ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE FOR,
OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NIL PAID RIGHTS, FULLY
PAID RIGHTS OR NEW ORDINARY SHARES MUST BE MADE ONLY ON THE BASIS OF THE
INFORMATION CONTAINED IN THE PROSPECTUS. PLEASE SEE THE IMPORTANT NOTICE AT
THE END OF THIS ANNOUNCEMENT.

 

SYNTHOMER PLC
RESULTS OF GENERAL MEETING

25 September 2023

 

Further to the announcement by Synthomer plc (the "Company") on 7 September
2023 relating to the rights issue to raise total gross proceeds of
approximately £276 million, the Company announces that, at the General
Meeting held today, the resolutions set out in the Notice of General Meeting
(the "Resolutions") contained in the combined prospectus and circular
published by the Company on 7 September 2023 (the "Prospectus"), were duly
passed without amendment on a poll by the requisite majorities of shareholders
of the Company.

 

Capitalised terms used but not otherwise defined in this announcement have the
meanings shall have the meanings set out in the Prospectus, which is available
on the Company's website at: https://www.synthomer.com/investor-relations/
(https://www.synthomer.com/investor-relations/) .

 

Resolutions 1, 3 and 4 were passed as ordinary resolutions and resolutions 2
and 5 were passed as special resolutions. The full text of the Resolutions is
set out in the Notice of General Meeting.

 

Details of the total votes received in relation to the resolutions are as
follows:

 

 Resolution                                                                              For                 Against            Issued share capital voted (%)  Votes withheld
         Votes                                                                           %            Votes  %
 1.      To approve the allotment of shares in the Company pursuant to the Rights Issue  285,434,139  89.50  33,490,550  10.50  68.24                           82,530

 2.      To approve the disapplication of pre-emption rights in connection in respect    283,214,040  88.81  35,681,382  11.19  68.24                           111,797
         of the Rights Issue
 3.      To approve the sub-division of the ordinary shares in the capital of the        285,653,321  89.57  33,251,400  10.43  68.24                           102,498
         Company
 4.      To approve the consolidation of the ordinary shares in the capital of the       285,672,287  89.58  33,233,681  10.42  68.24                           101,251
         Company
 5.      To amend the Company's articles of association                                  285,657,336  89.58  33,240,968  10.42  68.24                           108,915

 

 

Notes:

 

1.   Percentages are expressed as a proportion of the total votes cast.

 

2.   A vote withheld is not a vote in law and is not included in the
calculation of the votes "For" or "Against" the Resolutions.

 

3.   Any proxy appointments which gave discretion to the Chairman have been
included in the "For" total.

 

A copy of this announcement confirming the voting figures will be displayed
shortly on the Company's website at
https://www.synthomer.com/investor-relations/
(https://www.synthomer.com/investor-relations/) .

 

In accordance with the Listing Rules of the Financial Conduct Authority, a
copy of the Resolutions will shortly be submitted to the National Storage
Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

The record date for the Capital Reorganisation will be 6:00 p.m. on 25
September 2023. The effective date for the Capital Reorganisation will be 8:00
a.m. on 26 September 2023 at which point the Company's issued share capital is
expected to comprise 23,366,803 Consolidated Ordinary Shares. Applications
have been made to the Financial Conduct Authority for 23,366,803 Consolidated
Ordinary Shares to be admitted to the premium segment of the Official List,
and to the London Stock Exchange for such Consolidated Ordinary Shares to be
admitted to trading on the main market for listed securities.

 

The Record Date for entitlement under the Rights Issue will be the close of
business on 26 September 2023. Provisional Allotment Letters are expected to
be posted on 27 September 2023 to Qualifying Non-CREST Shareholders (other
than, subject to certain limited exceptions, Qualifying Non-CREST Shareholders
with registered addresses, or who are resident or located, in any of the
Excluded Territories).

 

140,200,818 New Ordinary Shares will be allotted under the authority granted
by Shareholders today. Applications have therefore been made to the Financial
Conduct Authority for 140,200,818 New Ordinary Shares to be admitted to the
premium segment of the Official List, and to the London Stock Exchange for
such New Ordinary Shares to be admitted to trading on the main market for
listed securities.

 

It is expected that Admission of the New Ordinary Shares (nil paid) will occur
at or around 8:00

a.m. on 28 September 2023. CREST stock accounts of Qualifying CREST
Shareholders (other than, subject to certain limited exceptions, Qualifying
CREST Shareholders with registered addresses, or who are resident or located,
in any of the Excluded Territories) are therefore expected to be credited with
Nil Paid Rights in respect of the New Ordinary Shares as soon as practicable
after 8:00 a.m. on 28 September 2023.

 

The latest time and date for acceptance, payment in full and registration of
renunciation of Provisional Allotment Letters is expected to be 11.00 a.m. on
12 October 2023.

 

For further information, please contact:

 

 Synthomer plc                                                                 IR@synthomer.com (mailto:IR@synthomer.com)
 Michael Willome

Lily Liu                                                                     +44 (0) 1279 775 306

Faisal Tabbah
 J.P. Morgan Cazenove (Sole Sponsor, Joint Corporate Broker, Joint Bookrunner  +44 (0) 20 7742 4000
 and Joint Global Coordinator)

 Richard Perelman

 Alia Malik

 Charles Oakes

 Will Holyoak
 Morgan Stanley (Joint Corporate Broker, Joint Bookrunner and Joint Global     +44 (0) 20 7425 8000
 Coordinator)

 Andrew Foster

 Shirav Patel

 Alex Smart

 Emma Whitehouse
 Goldman Sachs (Joint Bookrunner and Joint Global Coordinator)                 +44 (0) 20 7774 1000

 Nick Harper

 Bertie Whitehead

 Clemens Tripp

 Warren Stables
 Citi (Joint Bookrunner)                                                       +44 (0) 20 7500 5000

 Robert Way

 Sean Weissenberger

 Patrick Evans

 Ram Anand
 Teneo                                                                         +44 (0) 20 3603 5220

 Charles Armitstead

 

 

IMPORTANT NOTICES

 

This announcement has been issued by and is the sole responsibility of the
Company. The information contained in this announcement is for background
purposes only and does not purport to be full or complete. No reliance may or
should be placed by any person for any purpose whatsoever on the information
contained in this announcement or on its accuracy, fairness or completeness.
The information in this announcement is subject to change without notice.

 

This announcement is not a prospectus (or a prospectus equivalent document)
but an advertisement for the purposes of the Prospectus Regulation Rules of
the Financial Conduct Authority ("FCA"). Neither this announcement nor
anything contained in it shall form the basis of, or be relied upon in
conjunction with, any offer or commitment whatsoever in any jurisdiction.
Investors should not acquire any Nil Paid Rights, Fully Paid Rights or New
Ordinary Shares referred to in this announcement except on the basis of the
information contained in the Prospectus published by the Company in connection
with the Rights Issue.

 

A copy of the Prospectus is available from the registered office of the
Company and on its website at www.synthomer.com/investor-relations/
(http://www.synthomer.com/investor-relations/) . Neither the content of the
Company's website nor any website accessible by hyperlinks on the Company's
website is incorporated in, or forms part of, this announcement. The
Prospectus provides further details of the New Ordinary Shares, the Nil Paid
Rights and the Fully Paid Rights being offered pursuant to the Rights Issue.

 

This announcement (and the information contained herein) is not for release,
publication or distribution, directly or indirectly, in whole or in part, in,
into or within the United States of America, its territories and possessions,
any State of the United States or the District of Columbia (collectively, the
"United States"). This announcement is not an offer for sale or the
solicitation of an offer to purchase securities in the United States.
Securities may not be offered or sold in the United States absent registration
under the US Securities Act of 1933, as amended (the "US Securities Act"), or
an exemption therefrom. The Nil Paid Rights, the Fully Paid Rights and the New
Ordinary Shares have not been and will not be registered under the US
Securities Act or under any securities laws of any state or other jurisdiction
of the United States and may not be offered, sold, pledged, taken up,
exercised, resold, renounced, transferred or delivered, directly or
indirectly, in or into the United States except pursuant to an applicable
exemption from, or in a transaction not subject to, the registration
requirements of the US Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction of the United States or
other jurisdiction. There will be no public offer of the Nil Paid Rights, the
Fully Paid Rights or the New Ordinary Shares in the United States. Subject to
certain limited exceptions, Provisional Allotment Letters have not been, and
will not be, sent to, and Nil Paid Rights have not been, and will not be,
credited to the CREST account of, any Qualifying Shareholder with a registered
address in or that is known to be located in the United States, or to holders
of the Synthomer's American depositary shares. None of the New Ordinary
Shares, the Nil Paid Rights, the Fully Paid Rights or the Provisional
Allotment Letters, this announcement or any other document connected with the
Rights Issue has been or will be approved or disapproved by the United States
Securities and Exchange Commission or by the securities commissions of any
state or other jurisdiction of the United States or any other regulatory
authority, nor have any of the foregoing authorities passed upon or endorsed
the merits of the offering of the New Ordinary Shares, the Nil Paid Rights or
the Fully Paid Rights, or the accuracy or adequacy of the Provisional
Allotment Letters, this announcement or any other document connected with the
Rights Issue. Any representation to the contrary is a criminal offence in the
United States.

 

This announcement is for information purposes only and is not intended to and
does not constitute or form part of any offer or invitation to purchase or
subscribe for, or any solicitation to purchase or subscribe for, Nil Paid
Rights, Fully Paid Rights or New Ordinary Shares or to take up any
entitlements to Nil Paid Rights in any jurisdiction. No offer or invitation to
purchase or subscribe for, or any solicitation to purchase or subscribe for,
Nil Paid Rights, Fully Paid Rights or New Ordinary Shares or to take up any
entitlements to Nil Paid Rights will be made in any jurisdiction in which such
an offer or solicitation is unlawful. The information contained in this
announcement and the Prospectus is not for release, publication or
distribution to persons in Australia, Canada, Hong Kong, Singapore, the United
Arab Emirates and the United States, and any other jurisdiction where the
extension or availability of the Rights Issue (and any other transaction
contemplated thereby) would breach any applicable law or regulation, and,
subject to certain exceptions, should not be distributed, forwarded to or
transmitted in or into any jurisdiction, where to do so might constitute a
violation of local securities laws or regulations.

 

The distribution of this announcement, the Prospectus, the Provisional
Allotment Letter and the offering or transfer of Nil Paid Rights, Fully Paid
Rights or New Ordinary Shares into jurisdictions other than the United Kingdom
may be restricted by law, and, therefore, persons into whose possession this
announcement, the Prospectus, the Provisional Allotment Letter and/or any
accompanying documents comes should inform themselves about and observe any
such restrictions. Any failure to comply with any such restrictions may
constitute a violation of the securities laws of such jurisdiction. In
particular, subject to certain exceptions, this announcement, the Prospectus
(once published) and the Provisional Allotment Letters (once printed) should
not be distributed, forwarded to or transmitted in or into Australia, Canada,
Hong Kong, Singapore, the United Arab Emirates and the United States, or any
other jurisdiction where the extension or availability of the Rights Issue
(and any other transaction contemplated thereby) would breach any applicable
law or regulation.

 

This announcement does not constitute a recommendation concerning any
investor's options with respect to the Rights Issue. The price and value of
securities can go down as well as up. Past performance is not a guide to
future performance. The contents of this announcement are not to be construed
as legal, business, financial or tax advice. Each shareholder or prospective
investor should consult his, her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or tax advice.

 

NOTICE TO ALL INVESTORS

 

Each of Goldman Sachs International ("Goldman Sachs"), J.P. Morgan Securities
plc (which conducts its UK investment banking business as J.P. Morgan
Cazenove) ("J.P. Morgan Cazenove"), Morgan Stanley & Co. International plc
("Morgan Stanley") and Citigroup Global Markets Limited ("Citi") is authorised
by the Prudential Regulation Authority and regulated by the FCA and the
Prudential Regulation Authority in the United Kingdom. Each of Goldman Sachs,
J.P. Morgan Cazenove, Morgan Stanley and Citi is acting exclusively for
Synthomer plc and no one else in connection with this announcement and the
Rights Issue will not be responsible to anyone other than Synthomer plc for
providing the protections afforded to its clients nor for providing advice to
any person in relation to the Rights Issue or any matters referred to in this
announcement.

 

None of Goldman Sachs, J.P. Morgan Cazenove, Morgan Stanley or Citi, nor any
of their respective subsidiaries, branches or affiliates, nor any of their
respective directors, officers or employees 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 Goldman Sachs, J.P. Morgan Cazenove, Morgan Stanley or Citi in
connection with the Rights Issue, this announcement, any statement contained
herein, or otherwise.

 

INFORMATION TO DISTRIBUTORS

 

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto, the Nil Paid Rights, Fully Paid Rights and the New
Ordinary Shares have been subject to a product approval process, which has
determined that they each are: (a) compatible with an end target market of
retail investors and investors who meet the criteria of professional clients
and eligible counterparties, each as defined in Chapter 3 of the FCA Handbook
Conduct of Business Sourcebook; and (b) eligible for distribution through all
permitted distribution channels (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, "distributors" (for the purposes
of the UK Product Governance Requirements) should note that: the price of the
Nil Paid Rights, Fully Paid Rights and the New Ordinary Shares may decline and
investors could lose all or part of their investment; the Nil Paid Rights,
Fully Paid Rights and the New Ordinary Shares offer no guaranteed income and
no capital protection; and an investment in the Nil Paid Rights, Fully Paid
Rights and the New Ordinary Shares is compatible only with investors who do
not need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to any contractual, legal or regulatory
selling restrictions in relation to the Rights Issue. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, the Underwriters will only
procure investors who meet the criteria of professional clients and eligible
counterparties.

 

For the avoidance of doubt, the Target Market Assessment does not constitute:
(i) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of Business
Sourcebook; or (ii) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to,
the Nil Paid Rights, Fully Paid Rights and the New Ordinary Shares. Each
distributor is responsible for undertaking its own target market assessment in
respect of the Nil Paid Rights, Fully Paid Rights and the New Ordinary Shares
and determining appropriate distribution channels.

 

FORWARD-LOOKING STATEMENTS

 

This announcement contains forward-looking statements, including with respect
to financial information, that are based on current expectations or beliefs,
as well as assumptions about future events. These forward-looking statements
can be identified by the fact that they do not relate only to historical or
current facts. In some cases, forward-looking statements use words such as
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could", "is confident", or other
words of similar meaning.

 

None of the Company, its officers, advisers or any other person gives any
representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this announcement
will actually occur, in part or in whole.

 

No undue reliance should be placed on any such statements because they speak
only as at the date of this announcement and, by their very nature, they are
subject to known and unknown risks and uncertainties and can be affected by
other factors that could cause actual results, and the Company's plans and
objectives, to differ materially from those expressed or implied in the
forward-looking statements. No representation or warranty is made that any
forward-looking statement will come to pass. You are advised to read the
Prospectus when published and the information incorporated by reference
therein in their entirety, and, in particular, the section of the Prospectus
headed "Risk Factors", for a further discussion of the factors that could
affect the Group's future performance and the industry in which it operates.
In light of these risks, uncertainties and assumptions, the events described
in the forward-looking statements, including statements regarding prospective
financial information, in this announcement may not occur. In addition, even
if the Group's actual results of operations, financial condition and the
development of the business sectors in which it operates are consistent with
the forward-looking statements contained in the Prospectus, those results or
developments may not be indicative of results or developments in subsequent
periods. These statements are not fact and should not be relied upon as being
necessarily indicative of future results, and readers of this announcement are
cautioned not to place undue reliance on the forward-looking statements,
including those regarding prospective financial information.

No statement in this announcement is intended as a profit forecast or estimate
for any period, and no statement in this announcement should be interpreted to
mean that underlying operating profit for the current or future financial
years would necessarily be above a minimum level, or match or exceed the
historical published operating profit or set a minimum level of operating
profit, nor that earnings or earnings per share or dividend per share for the
Company for the current or future financial years would necessarily match or
exceed the historical published earnings or earnings per share or dividend per
share for the Company.

 

Neither the Company nor any of the Underwriters are under any obligation to
update or revise publicly any forward-looking statement contained within this
announcement, whether as a result of new information, future events or
otherwise, other than in accordance with their legal or regulatory obligations
(including, for the avoidance of doubt, the Prospectus Regulation Rules, the
Listing Rules, MAR, FSMA and Disclosure Guidance and Transparency Rules).
Additionally, statements of the intentions or beliefs of the board of
directors of the Company reflect the present intentions and beliefs of the
board of directors of the Company as at the date of this announcement and may
be subject to change as the composition of the board of directors of the
Company alters, or as circumstances require.

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