14 April 2023
Recommended Cash Acquisition of Devro plc (“Devro”) by SARIA Nederland B.V. (“Bidco”) an indirect subsidiary undertaking of SARIA SE & CO. KG. implemented by a Scheme of Arrangement under Part 26 of the Companies Act 2006
Scheme of Arrangement becomes effective
On 25 November 2022, the boards of Devro and Bidco announced that they had agreed the terms of a recommended cash acquisition by Bidco of the entire issued and to be issued ordinary share capital of Devro (the “Acquisition“), to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act (the “Scheme“).
On 16 February 2023, the boards of Devro and Bidco announced (the “Increased Offer Announcement“) that they had agreed the terms of an increased and final recommended cash acquisition of the entire issued and to be issued ordinary share capital of Devro.
On 13 April 2023, Devro announced that the Court had sanctioned the Scheme at the Court Hearing.
Devro and Bidco are pleased to announce that, following delivery of a copy of the Court Order to the Registrar of Companies today, all the Conditions set out in the scheme document published by Devro on 13 January 2023 (the “Scheme Document“) have now been satisfied or waived and the Scheme has today become effective in accordance with its terms. Accordingly, the entire issued and to be issued ordinary share capital of Devro is now owned by Bidco.
Delisting and cancellation of trading of Devro Shares
Applications have been made to the Financial Conduct Authority and the London Stock Exchange in relation to the de-listing of Devro Shares from the premium listing segment of the Official List and the cancellation of the admission to trading of Devro Shares on the London Stock Exchange’s main market for listed securities, which is expected to take place by 8.00 a.m. today, 14 April 2023.
Settlement of consideration
As set out in the Scheme Document, in the case of Scheme Shareholders who held their Scheme Shares at the Scheme Record Time in certificated form and have set up an Electronic Payment Mandate, settlement of any cash consideration payable to them pursuant to the Scheme will be effected by electronic transfer as soon as practicable and in any event no later than 14 days after the date of this announcement.
In the case of Scheme Shareholders who held their Scheme Shares at the Scheme Record Time in certificated form but did not set up an Electronic Payment Mandate, settlement of any cash consideration payable to them pursuant to the Scheme will be effected by means of cheques which will be despatched as soon as practicable and in any event no later than 14 days after the date of this announcement.
In the case of Scheme Shareholders who held their Scheme Shares at the Scheme Record Time in uncertificated form, settlement of any cash consideration payable to them pursuant to the Scheme will be effected by means of an assured payment obligation created in favour of such Scheme Shareholder’s payment bank in accordance with the CREST assured payment arrangements as soon as practicable and in any event no later than 14 days after the date of this announcement.
Resignations of Devro non-executive directors
As the Scheme has now become effective in accordance with its terms, Devro announces that the resignations of each of Steve Good, Lesley Jackson, Jeremy Burks, Rikke Mikkelsen and Malcolm Swift from the Devro Board are also effective as of today.
Appointments of Devro directors
As the Scheme has now become effective in accordance with its terms, Devro announces that the appointments of each of Christian Stehmann and Harald van Boxtel to the Devro Board are also effective as of today.
Capitalised terms in this announcement, unless otherwise defined, have the meaning given to them in the Scheme Document.
| Enquiries: | ||
| Devro | Tel: +44 (0) 20 3727 1340 | |
| Rutger Helbing | ||
| Rohan Cummings | ||
| Lazard (Financial Adviser to Devro) | Tel: +44 (0) 20 7187 2000 | |
| Richard Shaw | ||
| Matt Knott | ||
| James Cliffe | ||
| Numis Securities (Corporate Broker to Devro) | Tel: +44 (0) 20 7260 1000 | |
| Stuart Dickson | ||
| Tom Jacob | ||
| Edmund van der Klugt | ||
| FTI Consulting (Communications Adviser to Devro) | ||
| Richard Mountain | Tel: +44 (0) 20 3727 1340 | |
| Ariadna D. Peretz | Tel: +44 (0) 7890 417 764 | |
| Bidco | Tel: +49 (0) 2592 210 422 | |
| Dustin Crefeld | ||
| J.P. Morgan Cazenove (Financial Adviser to Bidco) | Tel: +44 (0) 20 7742 4000 | |
| Dwayne Lysaght | ||
| Karim Taha | ||
| PwC (Financial Adviser to Bidco) | Tel: +44 (0) 20 7583 5000 | |
| Jon Raggett | ||
| Duncan Skailes | ||
| Powerscourt (Communications adviser to Bidco) | Tel: +44 (0) 20 7250 1446 | |
| Victoria Palmer-Moore | ||
| James White | ||
| Nick Dibden |