TIDMSWM TIDMSCPA
Alpharetta, March 02, 2021 (GLOBE NEWSWIRE) -- 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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
2 March 2021
RECOMMED CASH OFFER
for
SCAPA GROUP PLC
by
AMS HOLDCO 2 LIMITED
(an indirectly wholly-owned subsidiary of Schweitzer-Mauduit
International, Inc.)
SWM's Report on Form 10-K and Audited Consolidated Financial Statements
On 27 January 2021, the board of directors of AMS Holdco 2 Limited ("SWM
Bidco"), an indirectly wholly-owned subsidiary of Schweitzer-Mauduit
International, Inc. ("SWM"), and the board of directors of Scapa Group
plc ("Scapa"), announced (the "Announcement") their agreement on the
terms of a recommended cash offer by SWM Bidco for the acquisition of
the entire issued and to be issued ordinary share capital of Scapa (the
"Offer"). Capitalised terms used and not defined herein have the meaning
given to them in the Announcement.
Yesterday, 1 March 2021, SWM published its report on Form 10-K setting
out under Item 8 its audited consolidated financial statements for the
fiscal year ended 31 December 2020, available on SWM's website at
https://www.globenewswire.com/Tracker?data=w4ONHEvi3JViIK6h0rY9uDlV9z2Wfh1H0ZqPqo800Cd9orIEB40LETnaoR6QNUQZQUxoywx3Ons8TF2cm2qHl_NN-YE9gF_esKraBy_-RXXAjOs6Pq3FOfYfDkf-i_CG2cvjNgZYO-psLDMD2iFhAvTv_lhaINAfppKesiknEALTlLKrIKOAe252C2FU_k4yoweh9E7PzreawkIHyo7MDFA5XBnNSDe4OYH6FzIwFTM=
https://ir.swmintl.com/static-files/5afb933c-3f8c-4a06-be14-d466ae49ad65.
A copy of this announcement will be uploaded to SWM's website relating
to the Offer at
https://www.globenewswire.com/Tracker?data=w4ONHEvi3JViIK6h0rY9uDlV9z2Wfh1H0ZqPqo800CfNIl0qxILZYAUTC47Lqt8emPavHABZopXRPQwXGCg4zf9ROxuwqP6nafAFkLWmv068G9T1eoQhCIiyv83vtD7oG43TQewNxyz_xTi7jtNq8A==
https://ir.swmintl.com/update-disclaimer by 12 noon (UK time) on the
Business Day following the date of this announcement.
Enquiries:
SWM
Schweitzer-Mauduit International, Inc.
Mark Chekanow -- Investor Relations Director Tel: +1 770 569 4229
J.P. Morgan (Financial adviser to SWM
and SWM Bidco)
John Richert Tel: +1 212 270 6000
Justin Aylward
Celia Murray Tel: +44 207 742 4000
David Connern
Important notice
J.P. Morgan Securities LLC and its affiliate J.P. Morgan Securities plc,
which conducts its UK investment banking business as J.P. Morgan
Cazenove, which is authorised by the Prudential Regulation Authority
(the "PRA") and regulated in the UK by the Financial Conduct Authority
(the "FCA") and the PRA (together, "J.P. Morgan"), are acting
exclusively for SWM and SWM Bidco and no one else in connection with the
Offer and shall not be responsible to anyone other than SWM and SWM
Bidco for providing the protections afforded to clients of J.P. Morgan
or its affiliates nor for providing advice in connection with the Offer
or any other matter or arrangement referred to herein.
In accordance with the Code, normal United Kingdom market practice and
Rule 14e-5(b) of the U.S. Securities Exchange Act of 1934 (the "U.S.
Exchange Act"), J.P. Morgan Securities plc and its affiliates will
continue to act as exempt principal trader in Scapa securities on the
London Stock Exchange. These purchases and activities by exempt
principal traders which are required to be made public in the United
Kingdom pursuant to the Code will be reported to a Regulatory
Information Service and will be available on the London Stock Exchange
website at www.londonstockexchange.com. This information will also be
publicly disclosed in the United States to the extent that such
information is made public in the United Kingdom.
Further information
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, otherwise acquire or subscribe for or 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 made
solely through the Scheme Document (or, in the event that the Offer is
to be implemented by means of a Takeover Offer, the Offer Document),
which, together with the Forms of Proxy, will contain the full terms and
conditions of the Offer, including details of how to vote in respect of
the Scheme.
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 and Wales.
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
participate in the Offer or to vote their Scheme Shares in respect of
the Scheme at the Court Meeting or in respect of the Resolutions to be
proposed at the General Meeting, or to execute and deliver Forms of
Proxy appointing another to vote at the Court Meeting and/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 in
that jurisdiction. To the fullest extent permitted by applicable law,
the companies and persons involved in the Offer disclaim any
responsibility or liability for the violation of such restrictions by
any person.
Unless otherwise determined by SWM Bidco or required by the Code, and
permitted by applicable law and regulation, the Offer shall not be made
available, directly or indirectly, in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that jurisdiction
and no person may vote in favour of the Offer by any such use, means,
instrumentality or form within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws of
that jurisdiction.
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 the Offer.
If the Offer is implemented by way of a Takeover Offer (unless otherwise
permitted by applicable law and regulation), the Takeover Offer may not
be made, directly or indirectly, in or into or by use of the mails or
any other means or instrumentality (including, without limitation,
facsimile, e-mail or other electronic transmission, telex or telephone)
of interstate or foreign commerce of, or any facility of a national,
state or other securities exchange of any Restricted Jurisdiction, and
the Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities or from within any Restricted
Jurisdiction.
The availability of the Offer to Scapa Shareholders who are not resident
in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are resident. Persons who are not resident
in the United Kingdom should inform themselves of, and observe, any
applicable requirements. Further details in relation to Scapa
Shareholders in overseas jurisdictions will be contained in the Scheme
Document.
The Offer will be subject to English law and the applicable requirements
of the Court, the Code, the Panel, the London Stock Exchange, the AIM
Rules and the FCA.
Notice to U.S. investors
The Offer relates to shares of a UK company and is proposed to be
effected by means of a scheme of arrangement under the laws of England
and Wales. A transaction effected by means 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 and procedural
requirements applicable in the United Kingdom to schemes of arrangement
which differ from the disclosure requirements of United States tender
offer and proxy solicitation rules. Furthermore, the payment and
settlement procedure with respect to the Offer will comply with the
relevant rules under the Code, which differ from U.S. payment and
settlement procedures, particularly with regard to the date of payment
of consideration.
However, if SWM Bidco were to elect to implement the Offer by means of a
Takeover Offer, such Takeover Offer would be made in compliance with all
applicable United States laws and regulations, including any applicable
exemptions under the U.S. Exchange Act. Such a Takeover Offer would be
made in the United States by SWM Bidco and no one else, in compliance
with U.S. law and regulations, including Section 14(e) of the U.S.
Exchange Act and Regulation 14E thereunder.
In accordance with normal United Kingdom practice, SWM, SWM Bidco or
their nominees or their brokers (acting as agents), may from time to
time make certain purchases of, or arrangements to purchase, shares or
other securities of Scapa outside of the U.S., other than pursuant to
the Offer, until the date on which the Offer and/or Scheme becomes
Effective, lapses or is otherwise withdrawn, in compliance with
applicable law, including the U.S. Exchange Act. These purchases may
occur either in the open market at prevailing prices or in private
transactions at negotiated prices. Any information about such purchases
or arrangements to purchase shall be disclosed as required in the United
Kingdom, shall be reported to the Regulatory Information Service and
shall be available on the London Stock Exchange website at
https://www.globenewswire.com/Tracker?data=H0tdRG9FJ6vr_vB9IuwFehkazeXEJfXdg3V0BF4aPLLgTWa-fXEVIIWWf59oGCdGkIvlRjd8mRhSR4dqnPmBldhQAqdaqep3jqLVJGo8Jqcv7KbNXUqbijc5cpzCzoTP
www.londonstockexchange.com.
The receipt of consideration by a U.S. holder for the transfer of its
Scapa Shares pursuant to the Offer will likely be a taxable transaction
for United States federal income tax purposes. Each U.S. holder of Scapa
Shares is urged to consult their independent professional adviser
immediately regarding the tax consequences of the Offer applicable to
such holder, including under applicable United States state and local
tax laws, as well as overseas and other tax laws that may be applicable.
Some or all of Scapa's officers and directors reside outside the U.S.,
and some or all of its assets are or may be located in jurisdictions
outside the United States. Therefore, investors may have difficulty
effecting service of process within the U.S. upon those persons or
recovering against Scapa or its officers or directors on judgments of
U.S. courts, including judgments based upon the civil liability
provisions of the U.S. federal securities laws. Further, it may be
difficult to compel a non-U.S. company and its affiliates to subject
themselves to a U.S. court's judgment. It may not be possible to sue
Scapa or its officers or directors in a non-U.S. court for violations of
the U.S. securities laws.
Neither the SEC nor any U.S. state securities commission has approved or
disproved or passed judgment upon the fairness or the merits of the
Offer or determined if this announcement is adequate, accurate or
complete.
Financial information relating to Scapa included the Scheme Document has
been or will have been prepared in accordance with IFRS and may not
therefore be comparable to the financial information of U.S. companies
or companies whose financial statements are prepared in accordance with
generally accepted accounting principles in the United States.
SWM financial results
The financial information relating to SWM included in, or incorporated
by reference into, this announcement has been prepared in accordance
with accounting standards applicable in the U.S. that may not be
comparable to the financial statements or information of UK companies or
companies where financial statements are prepared in accordance with
generally accepted accounting principles in the UK. Further, SWM has
provided guidance with respect to Adjusted EBITDA, which is a financial
metric that has not been determined in accordance with accounting
principles generally accepted in the United States and is therefore a
"non-GAAP" financial measure.
Forward-looking statements
This announcement (including information incorporated by reference in
this announcement), oral statements made regarding the Offer, and other
information published by Scapa, any member of the Scapa Group, SWM, SWM
Bidco or any other member of the SWM Group contain statements which are,
or may be deemed to be, "forward looking statements". 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, without limitation, "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal", "believe",
"aim", "will", "may", "hope", "continue", "would", "could" or "should"
or other words of similar meaning or the negative thereof.
Forward-looking statements include, but are not limited to, statements
relating to the following: (i) future capital expenditures, expenses,
revenues, economic performance, financial conditions, dividend policy,
losses and future prospects, (ii) business and management strategies and
the expansion and growth of the operations of Scapa, any member of the
Scapa Group, SWM, SWM Bidco or any other member of the SWM Group, (iii)
the effects of government regulation on the business of Scapa, any
member of the Scapa Group, SWM, SWM Bidco or any other member of the SWM
Group, (iv) negative effects relating to this announcement and/or status
of the Offer, (v) the possibility that any of the conditions to the
Offer will not be satisfied, and (vi) significant transaction costs
(including litigation) or unknown liabilities. 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 changes in global, political, economic, business, competitive,
market and regulatory forces, future exchange and interest rates,
changes in tax rates and future business combinations or disposals. Such
statements are qualified in their entirety by the inherent risks and
uncertainties surrounding future expectations.
These forward looking statements are prospective in nature and are not
based on historical facts, but rather on current expectations and on
numerous assumptions regarding the business strategies and the
environment in which Scapa, any member of the Scapa Group, SWM, SWM
Bidco or any member of the SWM Group shall operate in the future and are
subject to risks and uncertainties that could cause actual results to
differ materially from those expressed or implied by those statements.
By their nature, these forward-looking statements involve known and
unknown risks, and uncertainties 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 Scapa, any member of the Scapa
Group, SWM, SWM Bidco or any other member of the SWM Group, or their
respective members, directors, officers, employees, advisers or any
person acting on behalf of one or more of them, provides 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.
None of Scapa, any member of the Scapa Group, SWM, SWM Bidco or any
other member of the SWM Group, or their respective members, directors,
officers, employees, advisers or any person acting on behalf of one or
more of them, has any intention or accepts any obligation to update
publicly or revise any forward-looking statement, whether as a result of
new information, future events or otherwise, except to the extent
legally required. All subsequent oral or written forward-looking
statements attributable to Scapa, any member of the Scapa Group, SWM,
SWM Bidco or any other member of the SWM Group or any persons acting on
their behalf are expressly qualified in their entirety by the cautionary
statement above.
No profit forecasts or estimates
No statement in this announcement is intended as a profit forecast or
estimate for SWM, SWM Bidco or Scapa for any period and no statement in
this announcement should be interpreted to mean that cash flow from
operations, earnings, or earnings per share or income of those persons
(where relevant) for the current or future financial years would
necessarily match or exceed the historical published cash flow from
operations, earnings, earnings per share or income of those persons (as
appropriate).
Publication on a website
A copy of this announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted Jurisdictions),
free of charge, on SWM's website at
https://www.globenewswire.com/Tracker?data=w4ONHEvi3JViIK6h0rY9uDlV9z2Wfh1H0ZqPqo800CfNIl0qxILZYAUTC47Lqt8eJ44C6gjB_MZyHGeibMTctZwCj2QkfpFfXZWoqjY6g0F-3ZreDPsP9Jx-Vi0xH_hcbPkmJfyuXhHRNifY0cqnSw==
https://ir.swmintl.com/update-disclaimer and Scapa's website at
https://www.globenewswire.com/Tracker?data=w4ONHEvi3JViIK6h0rY9uPSO-oNAt0kg1pYwHGjIPxcssyccO4n0E3dsE15foHF2xZ8o7q1N_ou0s9V3KXKu5AX1LNzOtC-HGONU_TXY62mW2ycFwSiRtljO5W3cnXW9lBVxRRStDeB7I6sSG020NSQu4c-TSQ25f_kt-ckxnXY=
https://www.scapa.com/News/CashOfferForScapaGroupplc by no later than
12:00 noon on the Business Day following the date of this announcement.
Neither the content 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.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, a person so entitled may
request a copy of this Announcement (and any information incorporated
into it by reference to another source) in hard copy form free of
charge. A person may also request that all future documents,
announcements and information sent to that person in relation to the
Offer should be in hard copy form. For persons who have received a copy
of this Announcement in electronic form or via a website notification, a
hard copy of this Announcement will not be sent to you unless you have
previously notified Scapa's registrar, Link Asset Services that you
wished to receive all documents in hard copy form or unless requested in
accordance with the procedure set out below.
If you would like to request a hard copy of this Announcement from Scapa
please contact Scapa's registrar, Link Market Services Limited, on 0371
664 0321 (from within the UK) or on +44 371 664 0321 (from outside the
UK), or by writing to Link Market Services Limited, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TU. Calls are charged at 12 pence
per minute and will vary by provider. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. Link
Market Services Limited is open between 9:00 a.m. and 5:30 p.m., Monday
to Friday, excluding public holidays in England and Wales. Please note
that Link Market Services Limited cannot provide any financial, legal or
tax advice and calls may be recorded and monitored for security and
training purposes.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in one 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) applies must be made by no later than 3.30
p.m. (London time) on the 10th business day 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 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 one 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. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than 3.30
p.m. (London time) on the business day 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.
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).
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.
General
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 independent financial adviser duly authorised
under FSMA if you are resident in the United Kingdom or, if not, from
another appropriately authorised independent financial adviser.
Dates and time
All references to dates and times in this announcement are to the dates
and times in London, unless otherwise stated.
(END) Dow Jones Newswires
March 02, 2021 02:00 ET (07:00 GMT)
Copyright (c) 2021 Dow Jones & Company, Inc.
Grafico Azioni Scapa (LSE:SCPA)
Storico
Da Mar 2024 a Apr 2024
Grafico Azioni Scapa (LSE:SCPA)
Storico
Da Apr 2023 a Apr 2024
