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.
UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION
SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN.
FOR
IMMEDIATE RELEASE
3 May 2024
RECOMMENDED CASH OFFER
for
ACCROL GROUP HOLDINGS PLC
by
NAVIGATOR PAPER UK LIMITED
(an
indirect wholly owned subsidiary of The Navigator Company,
S.A.)
(to be implemented by way of a
scheme of arrangement
under Part 26 of the Companies Act
2006)
INCREASED AND
FINAL[1] OFFER FOR ACCROL GROUP HOLDINGS
PLC
On 22 March 2024, the boards of
directors of Accrol Group Holdings plc ("Accrol") and Navigator Paper UK Limited
("Bidco") announced (the
"Original Announcement")
that they had reached agreement on the terms of a recommended
all-cash offer for the entire issued and to be issued share capital
of Accrol by Bidco (the "Offer"), such Offer to be implemented
by means of a Court approved scheme of arrangement under Part 26 of
the Companies Act 2006 (the "Scheme").
On 17 April 2024, the shareholder
circular in relation to the Scheme (the "Scheme Document") was published and
made available to Accrol Shareholders and, for information only, to
participants in the Accrol Share Schemes.
Capitalised terms used in this
announcement ("Announcement") shall, unless otherwise
defined, have the same meanings as set out in the Scheme
Document.
This Announcement should be read in
conjunction with the Scheme Document and the Original
Announcement.
Increased and Final Offer
The boards of directors of Accrol
and Bidco are pleased to announce the terms of a recommended
increased and final cash offer by Bidco for the entire issued and
to be issued share capital of Accrol (the "Increased and Final Offer").
Under the terms of the Increased and
Final Offer, Accrol Shareholders will be entitled to
receive:
for each Accrol Share:
39 pence in cash (the "Increased Offer
Price")
Bidco considers the financial terms of the Increased and Final
Offer to be full and fair. Therefore Bidco today confirms that
the financial terms of the Increased and Final Offer,
including the Increased Offer Price, are final and will not be
increased, except that Bidco reserves the right to increase the
Increased Offer Price and/or otherwise improve the terms of the
Increased and Final Offer (i) if there is an announcement on or
after the date of this Announcement of a possible offer or of a
firm intention to make an offer for Accrol by any third party, or
(ii) if the Takeover Panel otherwise provides its
consent.
The Increased Offer Price values
Accrol's entire issued and to be issued share capital at
approximately £130.8 million and implies an
enterprise value of approximately £188.2
million and a multiple of
approximately:
· 12.1x
using Accrol FY2023A adjusted EBITDA of £15.6 million;
and
· 10.0x
using Accrol LTM (last twelve months) adjusted EBITDA of £18.7
million for the period ended 31 October 2023.
The Increased Offer Price represents
a premium of approximately 52 per cent. to the average EV/LTM
EBITDA multiple of 6.6x for publicly traded companies across
private label tissue, private label hygiene and other UK companies
that focus on private label products (source: Bloomberg 1 May
2024).
The Increased Offer Price represents
a premium of approximately:
· 14.7
per cent. to the Closing Price of 34.0 pence per Accrol Share on 21
March 2024 (being the last Business Day before the commencement of
the Offer Period);
· 32.1
per cent. to the Volume Weighted Average Price per Accrol Share
during the 6-month period ended on 21 March 2024; and
· 26.4
per cent. to the Volume Weighted Average Price per Accrol Share
during the 12-month period ended on 21 March 2024.
If any dividend, distribution or
other return of value is announced, authorised, declared, made or
paid in respect of Accrol Shares on or after the date of this
Announcement and prior to the Effective Date, the Increased Offer
Price will be automatically reduced by the amount per Accrol Share
of such dividend, distribution and/or return of value. In such
circumstances, Accrol Shareholders will be entitled to retain any
such dividend, distribution or other return of value, and in which
case any reference in this Announcement to the Increased Offer
Price will be deemed to be a reference to the Increased Offer Price
as so reduced. Any automatic reduction of the Increased Offer Price
or other exercise by Bidco of its rights and/or obligations
referred to in this paragraph will be the subject of an
announcement and, for the avoidance of doubt, not be regarded as
constituting any revision or variation of the terms of the
Increased and Final Offer or the Scheme.
The Increased and Final Offer is
subject to the terms and Conditions set out in the Scheme Document
(as modified by the terms of the Increased and Final Offer
contained in this Announcement). Accrol Shareholders should note
that Accrol does not intend to publish a revised scheme document
for the Increased and Final Offer.
Accrol confirms that there have been
no changes to the information disclosed in the Scheme Document that
are material in the context of the Scheme, including in relation to
any matters referred to in Rule 27.2(c) of the Takeover
Code.
No
third-party proposals
The
Accrol Board confirms that, from the date on which Bidco announced
its firm intention to make the Offer (being 22 March 2024) to the
date of this Announcement, the Accrol Board has not received any
proposal in respect of an offer to acquire the entire issued, and
to be issued, ordinary share capital of Accrol from any third
parties, nor is it currently in active discussions with any third
party regarding any such proposal.
Commenting on the Increased and Final Offer, Gareth Jenkins,
Chief Executive Officer of Accrol, said:
"The Increased and Final Offer represents a
multiple of approximately 12.1x against Accrol's FY2023A adjusted
EBITDA and 10.0x against Accrol's LTM adjusted EBITDA for the
period ended 31 October 2023 and a premium of approximately 52 per
cent. against the average EV/LTM EBITDA multiple of 6.6x paid for
publicly traded companies across private label tissue, private
label hygiene and other UK companies that focus on private label
products. As set out in the Scheme Document, the Accrol Board
believes that the supply dynamics in the UK are set to change in
the coming years with circa. 500k tonnes of integrated capacity
entering the UK market making the UK market significantly more
competitive. The Accrol Board believes that the Increased and Final
Offer and being part of a vertically integrated group invested into
pulp and tissue manufacturing capacity represents significant value
for shareholders against a back drop of increasing pulp and tissue
prices and a very different and challenging future
environment."
Recommendation
The Accrol Directors, who have been
so advised by Stifel as to the financial terms of the Increased and
Final Offer, consider the terms of the Increased and Final Offer to
be fair and reasonable. In providing its advice to the Accrol
Directors, Stifel has taken into account the commercial assessments
of the Accrol Directors. Stifel is providing independent financial
advice to the Accrol Directors for the purposes of Rule 3 of the
Takeover Code.
Accordingly, the Accrol Directors
recommend unanimously that Scheme Shareholders vote in favour (or
procure votes in favour) of the Scheme at the Court Meeting and
that Accrol Shareholders vote in favour (or procure votes in
favour) of the Resolution to be proposed at the General Meeting, as
the Accrol Directors who hold Accrol Shares have irrevocably
undertaken to do (or procure to be done) in respect of their own
(and their connected persons') interests in Accrol Shares,
amounting, in aggregate to 17,124,230 Accrol Shares (representing,
in aggregate, approximately 5.4 per cent. of the total issued share
capital of Accrol as at 2 May 2024 (being the latest practicable
date prior to publication of this Announcement).
Irrevocable undertakings
All of the irrevocable undertakings
described in the Scheme Document continue to remain valid in
relation to the Increased and Final Offer, therefore, the total
number of Accrol Shares which are subject to irrevocable
undertakings by Bidco from Accrol Shareholders is 108,527,354
Accrol Shares, in aggregate, representing approximately 34 per
cent. of the issued share capital of Accrol as at 2 May 2024 (being
the latest practicable date prior to publication of this
Announcement).
In accordance with Rule 35.1 of the
Takeover Code, if the Increased and Final Offer lapses, except with
the consent of the Panel, Bidco will not be able to make an offer
for Accrol for at least twelve months.
Financing of the Increased and Final Offer
The Increased and Final Offer will
be financed from existing cash resources available to the Wider
Navigator Group, and Navigator and Bidco have entered into an
amended and restated inter-company loan agreement in relation to
the financing of the Increased and Final Offer (the "Amended and Restated Loan
Agreement").
Rothschild & Co, in its capacity
as financial adviser to the Wider Navigator Group, is satisfied
that sufficient cash resources are available to Bidco to enable it
to satisfy in full the Consideration payable to Accrol Shareholders
under the terms of the Increased and Final Offer.
Court Meeting and General Meeting
The Accrol Board confirms that the
Court Meeting and the General Meeting, notices of which are set out
in Part VIII (Notice of Court
Meeting) and Part IX (Notice of General Meeting) of the
Scheme Document respectively, will be held at 11.00 a.m. (London
time) and 11.15 a.m. (London time, or as soon thereafter as the
Court Meeting shall have concluded or been adjourned),
respectively, on 15 May 2024 at the offices of Addleshaw Goddard
LLP at One St Peter's Square, Manchester, M2 3DE, in accordance
with the timetable set out in the Scheme Document.
Action to be taken by Accrol Shareholders
As further detailed in the Scheme
Document, in order to become Effective, the Scheme will require,
among other things, the approval of Scheme Shareholders at the
Court Meeting and the passing of the Resolution by Accrol
Shareholders at the General Meeting. It is important that, for the
Court Meeting in particular, as many votes as possible are cast so
that the Court may be satisfied that there is a fair representation
of Scheme Shareholder opinion.
Accrol Shareholders who have not yet
done so are therefore strongly urged to complete, sign and return
the Forms of Proxy in accordance with the instructions printed
thereon or, alternatively, to appoint a proxy or voting instruction
online or through CREST, for both the Court Meeting and the General
Meeting, as soon as possible and by no later than the following
times and dates:
·
BLUE Form of Proxy for use at the Court Meeting so
as to be received no later than 11.00 a.m. (London time) on 13 May
2024; and
·
WHITE Form of Proxy for use at the General Meeting
so as to be received no later than 11.15 a.m. (London time) on 13
May 2024.
If the BLUE Form of Proxy for the
Court Meeting is not returned by the above time, a copy of the
completed and signed BLUE Form of Proxy may be handed to the
chairman of the Court Meeting at any time before the time that the
Court Meeting is due to commence and it will still be valid.
However, in the case of the General Meeting, if the WHITE Form of
Proxy is not returned so as to be received by the time mentioned
above and in accordance with the instructions on the WHITE Form of
Proxy, it will be invalid.
Accrol Shareholders are reminded
that completion and return of a Form of Proxy, or the appointment
of a proxy appointment or voting instruction online, through CREST
or by any other procedure described in the Scheme Document, will
not prevent them from attending, speaking and voting in person at
either the Court Meeting or the General Meeting, or any adjournment
thereof, if they wish and are entitled to do so.
Accrol Shareholders who do NOT wish to change their voting
instructions
Accrol Shareholders who have already
submitted Forms of Proxy or voting instructions online, through
CREST or by any other procedure described in the Scheme Document
for the Court Meeting and/or the General Meeting and who do not
wish to change their voting instructions need take no further
action as their Forms of Proxy or voting instructions online will
continue to be valid in respect of the Court Meeting and the
General Meeting.
Accrol Shareholders who DO wish to change their voting
instructions
Accrol Shareholders who have already
submitted Forms of Proxy for the Court Meeting and/or the General
Meeting and who now wish to change their voting instructions,
should contact Link Group by calling the shareholder helpline
between 9.00 a.m. and 5.30 p.m. (London time) Monday to Friday
(except public holidays in England and Wales) on 0371 664 0321 (if
calling from within the UK) or +44 (0) 371 664 0321 (if calling
from overseas). Please note that calls may be monitored or recorded
and Link Group cannot provide advice on the merits of the Offer,
the Increased and Final Offer or the Scheme or give any financial,
legal or tax advice. 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.
Accrol Shareholders who have already
appointed a proxy online or through CREST or by any other procedure
described in the Scheme Document, for the Court Meeting and/or the
General Meeting and who now wish to change their voting
instructions are able to do so via CREST or using such other
procedure as was used in respect of the original
appointment.
Conditions
The Conditions to the Offer are set
out in full in Part III (Conditions to the implementation of the
Scheme and to the Offer) of the Scheme Document.
The Scheme will be modified to
reflect the terms of the Increased and Final Offer. Save as
disclosed in this Announcement, the Increased and Final Offer is
subject to the same terms and Conditions as are set out in the
Scheme Document.
Timetable
The Scheme Document contains an
expected timetable of principal events relating to the Scheme,
which is also set out in Appendix 1 to this Announcement. Subject
to obtaining the approval of the requisite majority of eligible
Scheme Shareholders at the Court Meeting, the requisite majority of
Accrol Shareholders at the General Meeting and the satisfaction or
waiver of the other Conditions set out in the Scheme Document,
including the approval of the Court, it is currently expected that
the Scheme will become Effective on 24 May 2024. If any of the
dates and/or times in the expected timetable change, the revised
dates and/or times will be notified by announcement through a
Regulatory Information Service.
General
The Increased and Final Offer, does
not change Bidco's intentions as regards the business of Accrol
(including locations of its operations), the management, employees,
research and development and locations of business of Accrol, as
set out in the Scheme Document and in the letters already sent to
the participants in the Accrol Share Schemes informing them of the
effect of the Scheme on their rights under the Accrol Share Schemes
and, where applicable, containing appropriate proposals in respect
of such rights.
Consents
Rothschild & Co, Stifel and Zeus
have each given, and not withdrawn, their consent to the
publication of this Announcement with the inclusion herein of the
reference to their respective names, in each case, in the form and
context in which they appear.
Sources and Bases
Appendix 2 to this Announcement
contains sources and bases of certain information contained in this
Announcement.
Documents available on
website
Copies of the following
announcements and documents will, by no later than 12 noon on the
Business Day following the date of this Announcement, be published
on Accrol's website at
https://www.accrol.co.uk/investors/recommended-offer-for-accrol-group-holdings-plc/
and Navigator's website at
https://www.thenavigatorcompany.com/Investidores/Recommended-cash-offer-for-accrol-group-holdings-plc
(subject to, in each case, any applicable
restrictions relating to persons resident in Restricted
Jurisdictions):
·
this Announcement;
·
the consent letters from each of Rothschild &
Co, Stifel and Zeus, in respect of the consents referred to above;
and
·
a copy of the Amended and Restated Loan
Agreement.
Neither the contents of Bidco's
website or the contents of Accrol's website, nor the content of any
other website accessible from hyperlinks on either such website, is
incorporated into, or forms part of, this Announcement.
The person responsible for arranging
the release of this Announcement on behalf of Bidco is Fernando
Araújo.
The person responsible for arranging
the release of this Announcement on behalf of Accrol is Gareth
Jenkins.
Enquiries:
Bidco
|
+(351) 219 017 411
|
Fernando Araújo, Executive Board
Member
|
|
António Neto Alves, General
Counsel
|
|
|
|
Rothschild & Co (Financial adviser to
Bidco)
|
+44 (0) 207 280 5000
|
Stuart Vincent
Joe Boyd-Morritt
|
|
|
|
Accrol
|
|
Daniel Wright, Executive
Chairman
Gareth Jenkins, Chief Executive
Officer
|
|
Christopher Welsh, Chief Financial
Officer
|
|
|
|
Stifel (Rule 3 adviser and lead financial adviser to
Accrol)
|
+44 (0) 207 710 7600
|
Celedonio Moncayo / Henry
Newbould
|
|
Nick Harland / Richard
Short
|
|
Zeus (Joint financial adviser and
nominated adviser to Accrol)
|
+44 (0) 161 831 1512
|
Dan Bate / Jordan
Warburton
|
|
Belvedere Communications Limited (Financial PR adviser to
Accrol)
|
+44 (0) 7715 769 078
|
Cat Valentine
Keeley Clarke
|
|
Eversheds Sutherland (International)
LLP is retained as legal adviser to the Wider Navigator
Group.
Addleshaw Goddard LLP is retained as
legal adviser to Accrol.
Important Notices Relating to
Financial Advisers
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively for the
Wider Navigator Group and no one else in connection with the
matters set out in this Announcement and will not regard any other
person as its client in relation to the matters in this
Announcement and will not be responsible to anyone other than Wider
Navigator Group for providing the protections afforded to
clients of Rothschild & Co nor for providing advice in relation
to any matter referred to in this Announcement or any transaction
or arrangement referred to herein. Neither Rothschild & Co 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 Rothschild & Co in connection with this
Announcement, any statement contained herein, any transaction or
arrangement referred to herein, or otherwise.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised
and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively as Rule 3 adviser and lead
financial adviser for Accrol and for no one else in connection with
the matters set out or referred to in this Announcement and will
not be responsible to anyone other than Accrol for providing the
protections offered to clients of Stifel nor for providing advice
in relation to the matters set out or referred to in this
Announcement. Neither Stifel 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 Stifel in
connection with this Announcement, any matter or statement set out
or referred to herein or otherwise.
Zeus Capital Limited ("Zeus"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively
as joint financial adviser and nominated adviser for Accrol and for
no one else in connection with the Offer and/or any other matter
referred to in this Announcement and will not be responsible to
anyone other than Accrol for providing the protections afforded to
its clients or for providing advice in relation to the Offer, the
contents of this Announcement, or any other matters referred to in
this Announcement. Neither Zeus nor any of its subsidiaries,
affiliates or branches owes or accepts any duty, liability or
responsibility whatsoever (whether direct, indirect, consequential,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Zeus in connection with this
Announcement, any statement or other matter or arrangement referred
to herein or otherwise.
Further Information
This Announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
or invitation to purchase, otherwise acquire, subscribe for,
exchange, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval in any jurisdiction pursuant
to the Offer or otherwise.
The Offer is subject to English law and to the applicable
requirements of the Takeover Code, the Panel, the AIM Rules, the
London Stock Exchange and the FCA.
The Offer is made solely by the Scheme Document (or, in the
event that the Offer is to be implemented by means of a Takeover
Offer, the Offer Document), which contains the full terms and
conditions of the Offer, including details of how to vote in
respect of the Scheme. Any voting decision or response in relation
to the Offer should be made solely on the basis of the Scheme
Document. Accrol Shareholders are advised to read the formal
documentation in relation to the Offer carefully. Each Accrol
Shareholder is urged to consult their independent professional
adviser regarding the tax consequences of the
Offer.
This Announcement does not constitute a prospectus or a
prospectus equivalent document.
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 from an independent
financial adviser duly authorised under the FSMA.
Right to Switch to a Takeover
Offer
Bidco reserves the right to elect, with the consent of the
Panel, to implement the Offer by way of a Takeover Offer for the
entire issued and to be issued share capital of Accrol as an
alternative to the Scheme. In such an event, the Takeover Offer
will be implemented on the same terms or, if Bidco so decides, on
such other terms being no less favourable (subject to appropriate
amendments), so far as applicable, as those which would apply to
the Scheme and subject to the amendment referred to in paragraph 2
of Part C of Part III of the Scheme Document.
Publication on Website
A
copy of this Announcement shall be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Accrol's and Bidco's websites, free of charge,
at
https://www.accrol.co.uk/investors/recommended-offer-for-accrol-group-holdings-plc/
and at
https://www.thenavigatorcompany.com/Investidores/Recommended-cash-offer-for-accrol-group-holdings-plc
and by no later
than 12 noon (London time) on the Business Day following the date
of this Announcement.
For the avoidance of doubt, neither the contents 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.
Rounding
Certain figures included in this
document have been subjected to rounding adjustments.
Further information
The information contained within
this Announcement is deemed to constitute inside information as
stipulated under the Market Abuse (Amendment) (EU Exit) Regulations
2019. Upon the publication of this Announcement, this inside
information is now considered to be in the public
domain.
APPENDIX 1
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable
is based on Accrol and Bidco's current expected dates for the
implementation of the Scheme and is subject to change. If any of
the dates and/or times in this expected timetable change, the
revised dates and/or times will be notified to Accrol Shareholders
by announcement through the Regulatory Information Service of the
London Stock Exchange.
Event
|
Time and/or date (2024)
(1)
|
Latest time for lodging Forms of Proxy for
the:
Court Meeting (BLUE Form of Proxy)
General Meeting (WHITE Form of Proxy)
|
11.00 a.m.
on 13 May (2)
11.15 a.m.
on 13 May (3)
|
Voting Record Time for the Court
Meeting and the General Meeting
|
6.00 p.m.
on 13 May (4)
|
Court Meeting
|
11.00 a.m.
on 15 May
|
General Meeting
|
11.15 a.m.
on 15 May (5)
|
The
following dates are indicative only and are subject to change
(6)
|
|
Court Sanction Hearing
|
22
May
|
Last day of dealings in, and for
registration of transfers of, and disablement in CREST of, Accrol
Shares
|
23
May
|
Scheme Record Time
|
6.00 p.m.
on 23 May
|
Dealings in Accrol Shares
suspended
|
at or
around 7.30 a.m. on 24 May
|
Effective Date of the Scheme
|
24 May
(7)
|
Cancellation of admission of Accrol
Shares to trading on AIM
|
by no
later than 8.00 a.m. on 28 May
|
Latest date for despatch of cheques
and crediting of CREST for Consideration due under the
Scheme
|
7
June
|
Long Stop Date
|
30 June
(8)
|
Notes:
(1) All
references in this Announcement to times are to London time unless
otherwise stated.
(2) It is
requested that BLUE Forms of Proxy for the Court Meeting be lodged
no later than 48 hours (excluding any part of such 48-hour period
that is not a Business Day) before the time and date set for the
Court Meeting. A copy of a completed and signed BLUE Form of Proxy
not so lodged may be handed to the chairman of the Court Meeting at
any time before the time that the Court Meeting is due to commence
and will still be valid.
(3) WHITE
Forms of Proxy for the General Meeting must be lodged no later than
48 hours (excluding any part of such 48-hour period that is not a
Business Day) before the time and date set for the General Meeting.
WHITE Forms of Proxy for the General Meeting not lodged by this
time will be invalid.
(4) If
either the Court Meeting or the General Meeting is adjourned, the
Voting Record Time for the relevant adjourned Meeting will be 6.00
p.m. on the date falling two Business Days before the date of the
adjourned Meeting.
(5) The
General Meeting will commence at 11.15 a.m. or as soon thereafter
as the Court Meeting shall have concluded or been
adjourned.
(6) These
dates and times are indicative only and will depend, among other
things, on the date upon which: (i) the Conditions are satisfied or
(if capable of waiver) waived; (ii) the Court sanctions the Scheme;
and (iii) a copy of the Court Order is delivered to the Registrar
of Companies for registration.
(7)
Following sanction of the Scheme by the Court, the Scheme will
become Effective in accordance with its terms upon a copy of the
Court Order being delivered to the Registrar of Companies for
registration. This is presently expected to occur on the second
Business Day following the date of the Court Sanction Hearing,
subject to satisfaction or (where capable of waiver) waiver of the
Conditions.
(8) This is
the latest date by which the Scheme may become Effective unless
Bidco and Accrol agree (and the Panel and, if required, the Court
permit) a later date or if the Panel requires an extension to the
Long Stop Date pending final determination of an issue under
section 3(g) of Appendix 7 to the Takeover Code.
APPENDIX 2
SOURCES OF INFORMATION AND
BASES OF CALCULATION
In this Announcement, unless
otherwise stated or the context otherwise requires, the following
sources and bases have been used:
·
The fully diluted equity value of Accrol has been
calculated as being approximately £130.8 million on the basis of a
fully diluted issued ordinary share capital of 335,444,589 Accrol
Shares, being:
(a) 318,878,097 Accrol Shares
in issue as at the Last Practicable Date; plus
(b) 16,566,492 Accrol Shares
to be issued on the expected exercise of options granted or
expected to be granted under the Accrol LTIP on the exercise of
options under the Accrol LTIP,
(excluding the Warrants (as the
outstanding Warrants are to be surrendered by the Warrant Holder
and cancelled upon the Offer becoming Effective)).
·
The enterprise value of Accrol has been calculated
as being approximately £188.2 million on the basis of:
o Accrol's fully diluted equity value of approximately £130.8
million (as calculated above); plus
o Accrol's net debt of approximately £57.4 million calculated as
per note 9 of Accrol's interim results for the 6 months ended 31
October 2023 published by Accrol on 30 January 2024. This includes:
total borrowing (excluding finance fees); less: lease receivables;
less: cash and cash equivalents.
·
Accrol's LTM (last twelve months) adjusted EBITDA
of £18.7 million for the period ended 31 October 2023 has been
calculated by reference to Accrol's adjusted EBITDA of £15.6
million (as published in its audited consolidated accounts for the
12 months ended 30 April 2023) less Accrol's adjusted EBITDA of
£7.1 million (as published in its interim results for the 6 months
ended 31 October 2022) plus Accrol's adjusted EBITDA of £10.2
million (as published in its interim results for the 6 months ended
31 October 2023).
·
The premia calculations to the price per Accrol
Share used in this Announcement have been calculated by reference
to:
(a) the Closing Price on 21
March 2024 (being the last Business Day before the commencement of
the Offer Period) of 34.0 pence per Accrol Share;
(b) the Volume Weighted
Average Price of 29.5 pence per Accrol Share during the 6-month
period ended on the last Business Day before the commencement of
the Offer Period; and
(c) the Volume Weighted
Average Price of 30.8 pence per Accrol Share during the 12-month
period ended on the last Business Day before the commencement of
the Offer Period.
·
Unless otherwise stated, the financial information
of Accrol is extracted (without material adjustment) from the
annual report and audited accounts of the Accrol for the 12 months
ended 30 April 2023.
·
Certain figures included in this Announcement have
been subject to rounding adjustments.
·
EV/LTM EBITDA multiple for publicly traded
companies across private label tissue, private label hygiene and
other UK companies that focus on private label products, Bloomberg
as of 1 May 2024 calculated as below:
Company
Name
|
EV/EBITDA
|
ONTEX GROUP
NV
|
9.4x
|
ESSITY
AKTIEBOLAG-A
|
9.1x
|
MCBRIDE
PLC
|
5.0x
|
CASCADES
INC
|
5.1x
|
CLEARWATER
PAPER CORP
|
4.1x
|
GLATFELTER
CORP
|
8.1x
|
BAKKAVOR
GROUP PLC
|
6.0x
|
GREENCORE
GROUP PLC
|
6.0x
|
Average
|
6.6x
|