Synthomer PLC Publication of Circular &Notice of General Meeting (0364K)

TIDMSYNT

RNS Number : 0364K

Synthomer PLC

16 December 2022

Synthomer plc

16 December 2022

For immediate release

Synthomer plc

Publication of Circular and Notice of General Meeting

On 13 December 2022, Synthomer plc ("Synthomer" or the "Company") announced that it had entered into an agreement to sell its laminates, films and coated fabrics businesses to Surteco North America, Inc. (the "Transaction").

The Company has today published a circular relating to the Transaction (the "Circular"), having received approval from the UK Financial Conduct Authority. The Circular will shortly be sent to the Company's shareholders (other than those who have elected for notification by electronic communication).

The Transaction constitutes a Class 1 transaction for Synthomer under the Listing Rules and completion of the Transaction ("Completion") is conditional upon, among other things, the approval of Synthomer's shareholders at a general meeting of the Company. Accordingly, the Circular contains a notice convening a general meeting of the Company which is to be held at 11:00am on 11 January 2023 at the Company's offices at 45 Pall Mall, London, SW1Y 5JG, United Kingdom (the "General Meeting") at which an ordinary resolution will be proposed for Synthomer's shareholders to approve the Transaction.

The directors of the Company strongly recommend that shareholders vote by proxy as soon as possible and to appoint the Chair of the General Meeting as their proxy. Further information as to how to vote by proxy can be found in the Notice of General Meeting.

The Board expects that, subject to certain regulatory approvals, customary closing conditions and certain other conditions, Completion will occur in Q1 2023 .

A copy of the Circular will be submitted to the National Storage Mechanism and the Circular will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism . In addition, a copy of the Circular will be available for inspection on the Company's website at https://www.synthomer.com/ from the date of the Circular up to and including the date of the General Meeting and for the duration of the General Meeting.

Enquiries:

Synthomer plc

 
 Tim Hughes    + 44 7764 859147 
 

J.P. Morgan Cazenove (Sole Sponsor and Corporate Broker)

 
 Richard Perelman, Charles 
  Oakes                        [phone] 
 

Piper Sandler (Financial Adviser)

 
 Ian George, Michael Tsangarides     [phone] 
 

Teneo (Financial Public Relations Adviser)

 
 Charlie Armitstead     [phone] 
 

IMPORTANT NOTICE

This announcement is not intended to, and does not constitute, or form part of, any offer to sell or issue or any solicitation of an offer to purchase, subscribe for, or otherwise acquire, any securities or a solicitation of any vote or approval in any jurisdiction. Synthomer shareholders are advised to read carefully the Circular once it has been published. Any response to the Transaction should be made only on the basis of the information in the Circular to follow.

Piper Sandler Ltd. ("Piper Sandler") is authorized and regulated in the United Kingdom by the FCA. Piper Sandler is acting as financial adviser exclusively for the Company and no one else in connection with the Transaction and the matters set out in this announcement and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Transaction and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Piper Sandler or its affiliates, or for providing advice in relation to the Transaction or any other matters referred to in this announcement.

J.P. Morgan Securities PLC, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan"), is authorized in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the FCA and PRA. J.P. Morgan is acting as the sole sponsor exclusively for the Company and no one else in connection with the Transaction and the matters set out in this announcement and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Transaction and will not be responsible to anyone other than the Company for providing the protections afforded to clients of J.P. Morgan or its affiliates, or for providing advice in relation to the Transaction or any other matters referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Piper Sandler or J.P. Morgan by FSMA or the regulatory regime established thereunder or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, Piper Sandler, J.P. Morgan and any person affiliated with them assumes no responsibility whatsoever for and makes no representation or warranty express or implied, in relation to the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf and nothing contained in this announcement is, or shall be, relied upon as a promise or representation in this respect whether as to the past, present or future, in connection with the Company, or the Transaction. Piper Sandler, J.P. Morgan and their respective subsidiaries, branches and affiliates accordingly disclaims to the fullest extent permitted by law all and any duty, responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise be found to have in respect of this announcement or any such statement or otherwise.

This announcement contains "forward-looking statements" which includes all statements other than statements of historical fact, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would, "could" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this announcement. None of the Company, Piper Sandler, J.P. Morgan or their respective Affiliates undertakes or is under any duty to update this announcement or to correct any inaccuracies in any such information which may become apparent or to provide you with any additional information, other than any requirements that the Company may have under applicable law or the Listing Rules, the Prospectus Rules, the Disclosure Guidance and Transparency Rules or MAR. To the fullest extent permissible by law, such persons disclaim all and any responsibility or liability, whether arising in tort, contract or otherwise, which they might otherwise have in respect of this announcement. The information in this announcement is subject to change without notice.

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 [e-mail] 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

CIRFFUFEMEESESE

(END) Dow Jones Newswires

December 16, 2022 07:12 ET (12:12 GMT)