TIDMDVO
RNS Number : 1425W
Devro PLC
13 April 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION OTHER THAN THE UNITED
KINGDOM WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OF SUCH JURISDICTION
13 April 2023
Recommended Cash Acquisition
of
Devro plc ("Devro")
by
SARIA Nederland B.V. ("Bidco")
an indirect subsidiary undertaking of SARIA SE & CO. KG.
to be implemented by a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Court Sanction of the Scheme
Devro is pleased to announce that the Court has today issued the
Court Order sanctioning the scheme of arrangement between Devro and
the Scheme Shareholders (the "Scheme") relating to the recommended
cash acquisition under which Bidco will acquire the entire issued
and to be issued ordinary share capital of Devro (the
"Acquisition").
The full terms of, and Conditions to, the Acquisition are set
out in the scheme document relating to the Acquisition published on
13 January 2023 (the "Scheme Document"), as modified by the
announcement by the boards of Devro and Bidco of the terms of an
increased and final(1) recommended cash acquisition on 16 February
2023 (the "Increased Offer Announcement").
(1 Except that Bidco reserves the right to increase the offer
price if there is an announcement on or after the date of the
Increased Offer Announcement of an offer or a possible offer for
Devro by a third party offeror or potential offeror.)
Next Steps
The Scheme will become effective upon a copy of the Court Order
being delivered to the Registrar of Companies, which is expected to
take place by 7.00 a.m. on 14 April 2023.
A further announcement will be made when the Scheme has become
effective.
The last day of dealings in, and for the registration of
transfers of, and disablement in CREST of, Devro Shares is today,
13 April 2023. The Scheme Record Time is at 6.00 p.m. today, 13
April 2023. It is expected that the listing of Devro Shares on the
premium listing segment of the Official List of the Financial
Conduct Authority and trading of Devro Shares on the London Stock
Exchange's main market for listed securities will, subject to the
Scheme becoming effective, be cancelled with effect from 8.00 a.m.
on 14 April 2023.
There has been no material change to the expected timetable of
principal events for the Acquisition set out in the announcement
made by Devro in relation to the Acquisition on 3 March 2023. If
there are any changes to the remaining dates and/or times in the
expected timetable, Devro will give notice of such change(s) by
issuing an announcement through a Regulatory Information Service
and, if required by the Panel, will post notice of the change(s) to
Devro Shareholders and persons with information rights.
Capitalised terms used but not defined in this announcement have
the meanings 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 Tel: +44 (0) 20 7260
Devro) 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
Clifford Chance LLP is acting as legal adviser to Devro, and
Shepherd and Wedderburn is providing legal advice to Devro on
matters of Scots law.
Further information
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, subscribe
for, otherwise acquire, sell or otherwise dispose of any securities
or the solicitation of any vote or approval in any jurisdiction
pursuant to the Acquisition or otherwise, nor shall there be any
sale, issuance or transfer of securities in any jurisdiction in
contravention of applicable law. This announcement does not
constitute a prospectus or a prospectus equivalent document.
The Acquisition is made solely pursuant to the terms of the
Scheme Document, as modified by the Increased Offer Announcement,
which, together with the Forms of Proxy, contains the full terms
and Conditions of the Scheme.
This announcement has been prepared for the purpose of complying
with English law and the Takeover Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws and regulations of jurisdictions outside the United
Kingdom.
The Acquisition is subject to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange and the
Financial Conduct Authority ("FCA").
Important notices
Lazard, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively as
financial adviser to Devro and no one else in connection with the
Acquisition and will not be responsible to anyone other than Devro
for providing the protections afforded to clients of Lazard nor for
providing advice in relation to the Acquisition or any other
matters referred to in this announcement. Neither Lazard nor any of
its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Lazard in connection with this announcement, any
statement contained herein or otherwise.
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
as Corporate Broker for Devro and no one else in connection with
the Acquisition and will not be responsible to anyone other than
Devro for providing the protections afforded to clients of Numis
nor for providing advice in relation to the Acquisition or any
other matter referred to in this announcement. Neither Numis nor
any of its group undertakings or affiliates owes or accepts any
duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Numis in connection with the
possible offer or any matter referred to herein.
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove")
is authorised in the United Kingdom by the Prudential Regulation
Authority (the "PRA") and regulated in the United Kingdom by the
PRA and the FCA. J.P. Morgan Cazenove is acting as financial
adviser exclusively to Bidco and no one else in connection with the
Acquisition and will not be responsible to anyone other than Bidco
for providing the protections afforded to clients of J.P. Morgan
Cazenove or its affiliates, nor for providing advice in relation to
any matter referred to herein.
PricewaterhouseCoopers LLP ("PwC"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as financial
adviser to Bidco and for no one else in connection with the
Acquisition in such capacity and will not be responsible to anyone
in such capacity other than Bidco for providing the protections
afforded to its clients nor for providing advice in relation to the
Acquisition, the contents of this announcement or any other matters
referred to in this announcement.
Overseas Shareholders
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
the laws of those jurisdictions and therefore persons into whose
possession this announcement comes should inform themselves about
and observe such restrictions. Any failure to comply with any such
restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
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 Devro's website at
www.devro.com/investors/recommended-offer-for-devro/ and Bidco's
website at https://saria.com/announcement/ by no later than 12 noon
(London time) on the first Business Day following the date of this
announcement. For the avoidance of doubt, the contents of these
websites are not incorporated into and do not form part of this
announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
SOAGPUQWCUPWGUW
(END) Dow Jones Newswires
April 13, 2023 06:38 ET (10:38 GMT)
Devro (LSE:DVO)
Gráfica de Acción Histórica
De Mar 2024 a Abr 2024
Devro (LSE:DVO)
Gráfica de Acción Histórica
De Abr 2023 a Abr 2024
