Synthomer : Circular and notice of meeting (610KB)

THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000, as amended (the "FSMA") if you are resident in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all of your existing ordinary shares in Synthomer plc (the "Company" or "Synthomer", and, together with its subsidiary undertakings, the "Synthomer Group"), please send this Circular, together with the accompanying form of proxy (the "Form of Proxy") (other than documents or forms personalised to you) as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. However, these documents should not be forwarded, distributed or transmitted in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction. If you have sold or otherwise transferred only part of your holdings of ordinary shares in Synthomer (the "Shares") you should retain these documents and contact the bank, stockbroker or other agent through whom the sale or transfer was effected.

This Circular does not constitute or form part of any offer or invitation to purchase, acquire, subscribe for, sell, dispose of or issue, or any solicitation of any offer to sell, dispose of, purchase or subscribe for, any securities.

SYNTHOMER PLC

(Incorporated and registered in England and Wales with registered number 00098381)

Proposed sale of the Laminates, Films and Coated Fabrics Businesses

and

Notice of General Meeting

This Circular should be read as a whole. Your attention is drawn to the letter from your Chair which is set out on pages 9 to 17 of Part I (Chair's Letter) of this document and which recommends you vote in favour of the Resolution to be proposed at the General Meeting referred to below. The Transaction will not take place unless the Resolution is passed at the General Meeting. Your attention is also drawn to the risk factors which are set out in Part II (Risk Factors) of this Circular.

Notice of the general meeting of Synthomer 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") is set out at the end of this document (the "Notice of General Meeting").

A Form of Proxy for use at this General Meeting is enclosed. Whether or not you intend to be present at the General Meeting, you are asked to complete and return the enclosed Form of Proxy in accordance with the instructions printed on it as soon as possible and, in any event, so as to be received by Computershare Investor Services PLC (the "Registrar") at The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, United Kingdom by no later than 11:00am on 9 January 2023 (or, in the case of an adjournment, no later than 48 hours before the time fixed for the holding of the adjourned meeting). If you are a member of CREST you may be able to use the CREST electronic proxy appointment service. Proxies sent electronically must be sent as soon as possible and, in any event, so as to be received by no later than 11:00am on 9 January 2023 (or, in the case of an adjournment, no later than 48 hours before the time fixed for the holding of the adjourned meeting).

If you have any questions about this Circular, the General Meeting or the return of the Form of Proxy, please contact the Registrar between 8:30 am and 5:30 pm Monday to Friday (excluding public holidays) on 0370 707 1421 (from the United Kingdom), or [phone] (from outside the United Kingdom, international rates apply). Please note that calls may be monitored or recorded and the Registrar cannot provide financial, legal or tax advice on the merits of the Transaction.

Piper Sandler Ltd. ("Piper Sandler") is authorised 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 Circular and will not regard any other person (whether or not a recipient of this Circular) 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 Circular.

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 sponsor exclusively for the Company and no one else in connection with the Transaction and the matters set out in this Circular and will not regard any other person (whether or not a recipient of this Circular) 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 Circular.

Apart from the responsibilities and liabilities, if any, which may be imposed on each of 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, each of Piper Sandler, J.P. Morgan and any person affiliated with either of them assumes no responsibility whatsoever for and makes no representation or warranty express or implied, in relation to the contents of this Circular, 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 Circular 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. Each of 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 Circular or any such statement or otherwise.

This document is a circular relating to the Transaction which has been prepared in accordance with the Listing Rules solely for the purpose of assisting shareholders' consideration of the Resolution. Any reproduction or distribution of this Circular, in whole or in part, and any disclosure of its contents or use of any information contained in this Circular for any purpose other than considering the Resolution is prohibited. The contents of this Circular are not to be construed as legal, financial or tax advice.

Persons into whose possession this Circular comes should inform themselves about, and observe, any applicable restrictions and legal, exchange control or regulatory requirements in relation to the distribution of this Circular and the Transaction. The release, publication or distribution of this Circular in certain jurisdictions may be restricted by law. Any failure to comply with such restrictions or requirements 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 Transaction disclaim any responsibility or liability for the violation of such requirements by any person.

This Circular is dated 16 December 2022.

	TABLE OF CONTENTS
Clause	Headings	Page
EXPECTED TIMETABLE	2
IMPORTANT INFORMATION	3
DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS	7
PART I	CHAIR'S LETTER	9
PART II	RISK FACTORS	18
PART III	HISTORICAL FINANCIAL INFORMATION RELATING TO THE LAMINATES,
	FILMS AND COATED FABRICS BUSINESSES	23
PART IV	UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE
	CONTINUING GROUP	26
PART V	SUMMARY OF THE PRINCIPAL TERMS AND CONDITIONS OF THE SALE
	AND PURCHASE AGREEMENT	32
PART VI	ADDITIONAL INFORMATION	37
PART VII	DEFINITIONS	48
PART VIII	NOTICE OF GENERAL MEETING	52

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EXPECTED TIMETABLE

Event		Time and Date
Announcement of the Transaction	13	December 2022
Publication of this document and Notice of General Meeting . . . .	16	December 2022
Posting of this document and the Form of Proxy	19	December 2022
Latest time and date for receipt of Form of Proxy and CREST Proxy	11:00am on 9 January 2023
instructions
Voting record date for General Meeting	6:00pm on 9 January 2023
General Meeting	11:00am on 11 January 2023
Expected date of Completion		Q1 2023
Long Stop date for Completion	13	December 2023

All references to time in this document and in the expected timetable above are to the time in London, United Kingdom, unless otherwise stated. Each of the times and dates in the table above are indicative only and may be subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders via a Regulatory Information Service.

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IMPORTANT INFORMATION

1. Forward-looking statements

Certain statements contained in this Circular or incorporated by reference into it constitute, or may be deemed to constitute "forward-looking statements". These forward-looking statements include, but are not limited to, statements other than statements of historical facts contained in this Circular, including, without limitation, those regarding the Synthomer Group's intentions, beliefs or current expectations concerning, among other things, their future financial condition and performance and results of operations; their strategy, plans, objectives, prospects, growth, goals and targets; future developments in the industry and markets in which the Synthomer Group participate or are seeking to participate; and anticipated regulatory changes in the industry and markets in which the Synthomer Group operate. In some cases, these forward-looking statements can be identified by the use of forward- looking terminology, including the terms "aim", "anticipate", "believe", "continue", "could", "estimate", "expect", "forecast", "guidance", "intend", "may", "plan", "project", "should" or "will" or, in each case, their negative, or other variations or comparable terminology.

By their nature, forward-looking statements are subject to known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. Shareholders are cautioned that forward-looking statements are not guarantees of future performance and that the Synthomer Group's and, following Completion, the Continuing Group's actual financial condition, results of operations, cash flows and distributions to shareholders and the development of their financing strategies, and the development of the industry in which they operate, may differ materially from the impression created by the forward-looking statements contained in this Circular. In addition, even if their financial condition, results of operations, cash flows and distributions to shareholders and the development of their financing strategies, and the development of the industry in which they operate, are consistent with the forward-looking statements contained in this Circular, those results or developments may not be indicative of results or developments in subsequent periods.

Forward-looking statements should, therefore, be construed in light of the foregoing risk factors and the other factors identified in Part II (Risk Factors) of this Circular. Undue reliance should not be placed on these forward-looking statements. These forward-looking statements are made as at the date of this Circular and are not intended to give any assurance as to future results. The Synthomer Group will update this Circular as required by applicable law, including the Listing Rules, UK MAR, as amended and supplemented, and the Disclosure Guidance and Transparency Rules, but otherwise expressly disclaims any obligation or undertaking to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise. You are advised to read this Circular and the information incorporated by reference into this Circular in their entirety, and, in particular, Part II (Risk Factors). In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this Circular and/or the information incorporated by reference into this Circular may or may not occur. Investors should note that the contents of these paragraphs relating to forward-looking statements are not intended to qualify the statements made as to sufficiency of working capital.

2. Sources and presentation of financial information

2.1 Presentation of Synthomer Group financial information

Unless otherwise indicated, the historical financial information relating to the Synthomer Group included in this document has been extracted without material adjustment from the audited consolidated financial statements of the Synthomer Group for the years ended 31 December 2021 and 31 December 2020 and from the unaudited condensed consolidated interim financial statements for the six months ended 30 June 2022.

Unless otherwise indicated, the historical financial information relating to the Synthomer Group for the year ended 31 December 2020 has been prepared in accordance with the International Accounting Standards in conformity with the requirements of the Companies Act 2006 and the International Financial Reporting Standards ("EU IFRS") adopted pursuant to Regulation (EU) No 1606/2002 as it applies in the European Union and the historical financial information relating to the Synthomer Group for the year ended 31 December 2021 has been prepared in accordance with the UK-adopted

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