National Storage Mechanism | Additional information

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

14 April 2023

Recommended Cash Acquisition

Devro plc ("Devro")

SARIA Nederland B.V. ("Bidco")

an indirect subsidiary undertaking of SARIA SE & CO. KG.

implemented by a Scheme of Arrangement
under Part 26 of the Companies Act 2006

Scheme of Arrangement becomes effective

On 25 November 2022, the boards of Devro and Bidco announced that they had agreed the terms of a recommended cash acquisition by Bidco of the entire issued and to be issued ordinary share capital of Devro (the "Acquisition"), to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act (the "Scheme").

On 16 February 2023, the boards of Devro and Bidco announced (the "Increased Offer Announcement") that they had agreed the terms of an increased and final recommended cash acquisition of the entire issued and to be issued ordinary share capital of Devro.

On 13 April 2023, Devro announced that the Court had sanctioned the Scheme at the Court Hearing.

Devro and Bidco are pleased to announce that, following delivery of a copy of the Court Order to the Registrar of Companies today, all the Conditions set out in the scheme document published by Devro on 13 January 2023 (the "Scheme Document") have now been satisfied or waived and the Scheme has today become effective in accordance with its terms. Accordingly, the entire issued and to be issued ordinary share capital of Devro is now owned by Bidco.

Delisting and cancellation of trading of Devro Shares

Applications have been made to the Financial Conduct Authority and the London Stock Exchange in relation to the de-listing of Devro Shares from the premium listing segment of the Official List and the cancellation of the admission to trading of Devro Shares on the London Stock Exchange's main market for listed securities, which is expected to take place by 8.00 a.m. today, 14 April 2023.

Settlement of consideration

As set out in the Scheme Document, in the case of Scheme Shareholders who held their Scheme Shares at the Scheme Record Time in certificated form and have set up an Electronic Payment Mandate, settlement of any cash consideration payable to them pursuant to the Scheme will be effected by electronic transfer as soon as practicable and in any event no later than 14 days after the date of this announcement.

In the case of Scheme Shareholders who held their Scheme Shares at the Scheme Record Time in certificated form but did not set up an Electronic Payment Mandate, settlement of any cash consideration payable to them pursuant to the Scheme will be effected by means of cheques which will be despatched as soon as practicable and in any event no later than 14 days after the date of this announcement.

In the case of Scheme Shareholders who held their Scheme Shares at the Scheme Record Time in uncertificated form, settlement of any cash consideration payable to them pursuant to the Scheme will be effected by means of an assured payment obligation created in favour of such Scheme Shareholder's payment bank in accordance with the CREST assured payment arrangements as soon as practicable and in any event no later than 14 days after the date of this announcement.

Resignations of Devro non-executive directors

As the Scheme has now become effective in accordance with its terms, Devro announces that the resignations of each of Steve Good, Lesley Jackson, Jeremy Burks, Rikke Mikkelsen and Malcolm Swift from the Devro Board are also effective as of today.

Appointments of Devro directors

As the Scheme has now become effective in accordance with its terms, Devro announces that the appointments of each of Christian Stehmann and Harald van Boxtel to the Devro Board are also effective as of today.

Capitalised terms in this announcement, unless otherwise defined, have the meaning 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 Devro)	Tel: +44 (0) 20 7260 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
Bidco	Tel: +49 (0) 2592 210 422
Dustin Crefeld
J.P. Morgan Cazenove (Financial Adviser to Bidco)	Tel: +44 (0) 20 7742 4000
Dwayne Lysaght
Karim Taha

PwC (Financial Adviser to Bidco)	Tel: +44 (0) 20 7583 5000
Jon Raggett
Duncan Skailes
Powerscourt (Communications adviser to Bidco)	Tel: +44 (0) 20 7250 1446
Victoria Palmer-Moore
James White
Nick Dibden
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. Travers Smith LLP is acting as legal adviser to Bidco.

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 FCA, 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.