Cash Offer for Scapa Group plc

Cash Offer for Scapa Group plc ("Scapa") by AMS Holdco 2 Ltd ("AMS"), a wholly owned subsidiary of Schweitzer-Mauduit International Inc. ("SWM") (the "Offer")

ACCESS TO THIS SECTION OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. INFORMATION RELATING TO THE OFFER IS BEING MADE AVAILABLE ON THIS PART OF THE SCAPA WEBSITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS.

1. ACCESS TO THE OFFER

Please read this notice carefully – it applies to all persons who view this part of the Scapa website and, depending upon who you are and where you live, it may affect your rights. This part of the website contains information relating to the Offer. Please note that, as the Offer progresses, the information contained on this part of the website as well as the terms of this disclaimer may be altered or updated. You should read the full text of this disclaimer each time you visit this part of the Scapa website.

For regulatory reasons, Scapa must ensure that persons seeking to access this part of the Scapa website are made aware of the appropriate regulations for the country which such person is in. To allow you to view details relating to the Offer on this part of the Scapa website, you have to read the following then click "I agree". If you are unable to agree, you should click "I disagree" and you will not be able to view any such details.

2. OVERSEAS JURISDICTIONS

Viewing the information contained in this part of the Scapa website may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person are allowed to view this information. If you are not permitted to view the information contained in this part of the website, or viewing the information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the information, please exit this webpage by clicking on the "I disagree" box below.

3. BASIS OF ACCESS TO INFORMATION RELATING TO THE OFFER

YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS PART OF THE WEBSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO.

The information relating to the Offer that can be accessed via this part of the Scapa website is being made available in good faith and for information purposes only. Any person seeking access to this part of the website represents and warrants to Scapa that they are doing so for information purposes only. Making further information relating to the Offer available in electronic format is not intended to be, and does not constitute, an offer to sell or the solicitation of an offer to subscribe for, or buy, or an invitation to purchase or subscribe for, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law.

Scapa shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned. Any shareholder action required in connection with the Offer will only be set out in documents sent to or made available to Scapa shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.

4. FORWARD-LOOKING STATEMENTS

Some of the information contained in this part of the website may include statements that are or may be deemed to be "forward-looking statements". These statements are prospective in nature and are not based on historical facts, but rather on assumptions, expectations, valuations, targets, estimates, forecasts and projections of AMS and Scapa about future events and are therefore subject to uncertainty and changes in circumstances which could cause actual results, performances or events to differ materially from the future events expected or implied by the forward-looking statements. The forward-looking statements contained in this part of the Scapa website include statements about the expected effects of the Offer on: Scapa and its subsidiary undertakings from time to time ("Scapa Group"); SWM and its subsidiary undertakings from time to time ("SWM Group"); and the enlarged group following the Offer comprising the Scapa Group and the SWM Group ("Enlarged Group"), the expected timing and scope of the Offer, synergies, other strategic options and all other statements in this part of the Scapa website other than historical facts. Forward-looking statements may (but will not always) include, without limitation, statements typically containing words such as "plans", "aims", "intends", "expects", "anticipates", "believes", "estimates", "will", "may", "budget", "forecasts" and "should" and words of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of SWM or Scapa. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Offer, as well as additional factors, such as: domestic and global business and economic conditions; asset prices; market related risks such as fluctuations in interest rates and exchange rates, industry trends, competition, changes in government and regulation, changes in the policies and actions of governments and/or regulatory authorities (including changes related to capital and tax), changes in political and economic stability (including exposures to terrorist activities, the repercussions of the UK's referendum vote to leave the European Union (EU), the UK's exit from the EU (including any changes to the UK currency), Eurozone instability, any referendum on Scottish independence), the presence, transmission, threat or fear of a novel coronavirus, including the coronavirus disease (COVID19) or any evolution thereof, and/or (any mandatory or advisory restriction issued, or action ordered, by any public authority, regulatory body or government in connection therewith including any federal, state, local or foreign regulation, rule, statute or law, disruption in business operations due to reorganisation activities, interest rate, inflation, deflation and currency fluctuations, the timing impact and other uncertainties of future or planned acquisitions or disposals or offers, the inability of the Enlarged Group to realise successfully any anticipated synergy benefits when the Offer is implemented (including changes to the board and/or employee composition of the Enlarged Group), the inability of the SWM Group to integrate successfully the Scapa Group's operations and programmes when the Offer is implemented, the Enlarged Group incurring and/or experiencing unanticipated costs and/or delays (including IT system failures, cyber-crime, fraud and pension scheme liabilities), or difficulties relating to the Offer when the Offer is implemented. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Investors should not place undue reliance on any forward-looking statements and neither SWM nor Scapa, nor any of their respective advisers, associates, directors or officers undertakes any obligation to update publicly, expressly disclaim or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required or provides any representation, assurance or guarantee that the occurrence of events expressed or implied in any forward-looking statement contained in this part of the Scapa website will actually occur.

5. RESPONSIBILITY

The directors of Scapa only accept responsibility for the correctness and fairness of the reproduction or presentation of the information relating to the Offer on this part of the Scapa website unless the responsibility statement in any relevant document expressly provides otherwise. No other liability, express or implied, is accepted by any such person for the content of such information, save that nothing shall exclude the liability of a person for their fraud or fraudulent misrepresentation.

Subject to any continuing obligations under applicable law, the City Code on Takeovers and Mergers or any relevant listing rules, Scapa expressly disclaims any obligation to disseminate, after the date of the posting of information relating to the Offer on this part of the Scapa website, any updates or revisions to any statements in the Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.

THE INFORMATION RELATING TO THE OFFER THAT IS CONTAINED IN THIS PART OF THE SCAPA WEBSITE MAY NOT BE DOWNLOADED BY ANY PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.

6. CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF DISCLAIMER.

  • I have read and understood the disclaimer set out above and agree to be bound by its terms.
  • I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of the materials on this website or parts of it illegal
  • I will not print, download or otherwise seek to copy, mail, forward, distribute or send out any of the materials on this Website to any other person at any time
  • I represent and warrant to Scapa that I intend to access this Website for information only.

If you are unable to give these confirmations you should click on "I disagree" below.

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