Scheme of Arrangement Becomes Effective

Epwin

15/10/2025 11:17

RNS Number : 5085D

Epwin Group PLC

15 October 2025

 

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.

 

FOR IMMEDIATE RELEASE.

 

15 October 2025

 

RECOMMENDED ACQUISITION

 

of

 

Epwin Group plc ("Epwin")

 

by

Laumann Group UK Limited ("Laumann UK")

(a wholly-owned indirect subsidiary of Laumann Stiftung & Co. KG ("Laumann"))

implemented by means of a scheme of arrangement

pursuant to Part 26 of the Companies Act 2006

 

 

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE AND BOARD CHANGES

 

On 7 August 2025, the Epwin Board and the Laumann UK Board announced that they had reached agreement on the terms of a recommended cash acquisition pursuant to which Laumann UK shall acquire the entire issued and to be issued share capital of Epwin (the "Acquisition"). The Acquisition has been implemented by means of a Court-sanctioned scheme of arrangement pursuant to Part 26 of the Companies Act (the "Scheme").

 

The scheme document in relation to the Scheme, including the notices convening the Court Meeting and the General Meeting, together with the associated Forms of Proxy, in connection with the Acquisition was published, posted and made available to Epwin Shareholders (other than to Epwin Shareholders in Restricted Jurisdictions) on 29 August 2025 (the "Scheme Document").

 

On 25 September 2025, the Scheme was approved by the requisite majority of Scheme Shareholders at the Court Meeting and the Resolution in connection with the implementation of the Scheme was passed by the requisite majority of Epwin Shareholders at the General Meeting.

 

On 13 October 2025, the Court sanctioned the Scheme.

 

Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document.  All references to times in this announcement are to London, United Kingdom times unless otherwise stated.

 

Scheme Effective

 

The Epwin Board and Laumann UK Board are pleased to announce that the Scheme has today become Effective in accordance with its terms, following delivery of the Court Order (together with a copy of the Scheme and all documents required to be annexed thereto) to the Registrar of Companies, and the entire issued ordinary share capital of Epwin is now owned by Laumann UK.

 

Settlement of Consideration

Under the terms of the Scheme, Scheme Shareholders on the register of members of Epwin at the Scheme Record Time, being 6.00p.m on 13 October 2025, are entitled to receive 120 pence in cash for every Scheme Share held.

Settlement of the consideration to which any Scheme Shareholder is entitled will be effected by the despatch of a cheque or electronic payment to the Scheme Shareholder's specified account (for Scheme Shareholders holding Scheme Shares in certificated form) or the crediting of CREST accounts (for Scheme Shareholders holding Scheme Shares in uncertificated form) as soon as practicable and in any event not later than 14 days after the Effective Date, being 29 October 2025, in the manner set out in the Scheme Document.

 

Board changes

 

As the Scheme has now become Effective, Epwin announces that each of the non-executive directors of Epwin, being Kathy Callaghan, Shaun Smith and Stephen Harrison have tendered their resignations and have stepped down from the Epwin Board with effect from today's date.

 

Suspension and cancellation of trading

 

Trading in Epwin Shares on AIM was suspended with effect from 7.30a.m. today. Following an application by Epwin to the London Stock Exchange, the cancellation of the admission to trading of Epwin Shares on AIM is expected to take effect  at of 7.00a.m. tomorrow, 16 October 2025.

 

Advisers

Houlihan Lokey UK Limited is acting as financial adviser to Laumann and Laumann UK in respect of the Acquisition.  Osborne Clarke LLP is acting as legal adviser to Laumann and Laumann UK in respect of the Acquisition.

Shore Capital is acting as Financial Adviser and Rule 3 Adviser to Epwin in respect of the Acquisition.  Eversheds Sutherland (International) LLP is acting as legal adviser to Epwin in respect of the Acquisition.

Enquiries:

Laumann and Laumann UK
Pascal Heitmar
 Michael Alkemeier
 Björn Baltes
info@laumann-group.com
Houlihan Lokey UK Limited (Financial Adviser to Laumann and Laumann UK)
Tim Richardson
 David Brock
+44 (0)207 839 3355
Epwin Group plc
Jon Bednall (Chief Executive)
 Chris Empson (Group Finance Director)
Via MHP
Shore Capital (Financial Adviser, Rule 3 Adviser, Nominated Adviser and Joint Broker to Epwin)
Daniel Bush
 Harry Davies-Ball
 Fiona Conroy
+44 (0)207 408 4090
Zeus Capital Limited (Joint Broker to Epwin)
Dominic King
 Nick Searle
+44 (0)203 829 5000
MHP (Epwin's PR advisers)
Reg Hoare
 Mathew Taylor
 Finn Taylor
+44 (0)7885 447944
 Epwin@mhpgroup.com

The person responsible for arranging the release of this announcement on behalf of Epwin is Jon Bednall, Chief Executive.

Financial advisers

Houlihan Lokey UK Limited ("Houlihan Lokey"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"), is acting exclusively for Laumann UK and Laumann and no one else in connection with the Acquisition and will not be responsible to anyone other than Laumann UK and Laumann for providing the protections afforded to clients of Houlihan Lokey nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this announcement.  Neither Houlihan Lokey nor any of its subsidiaries, branches 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 Houlihan Lokey in connection with this announcement, any statement contained herein or otherwise.

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited (either individually or collectively "Shore Capital"), which are authorised and regulated by the Financial Conduct Authority in the United Kingdom, are acting exclusively for Epwin and no one else in connection with the matters set out to in this announcement and will not regard any other person as their client in relation to such matters and will not be responsible to anyone other than Epwin for providing the protections afforded to clients of Shore Capital nor for providing advice in relation to the contents of, or any matter referred to in, this announcement or any transaction or arrangement referred to herein.  Neither Shore Capital and Corporate Limited nor Shore Capital Stockbrokers Limited, nor any of their subsidiaries, branches 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 Shore Capital in connection with this announcement, any statement contained herein, any transaction or arrangement referred to herein, or otherwise.

Publication on websites and availability of hard copies

Pursuant to Rule 26.1 of the Code, a copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at Laumann's and Epwin's websites at https://www.laumann-group.com and https://investors.epwin.co.uk respectively promptly following the publication of this announcement and in any event by no later than 12 noon on the business day following this announcement until the end of the Offer Period.

For the avoidance of doubt, the content of the websites referred to above is not incorporated into and does not form part of this announcement.

Copies of this announcement and all future documents, announcements and information required to be sent to persons in relation to the Acquisition may be requested to be received by such persons in hard copy form by writing to MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds LS1 4DL or e-mail at: shareholderenquiries@cm.mpms.mufg.com, or by calling MUFG Corporate Markets on telephone number 0371 664 0321 (from within the UK) or +44 (0) 371 664 0321 (from outside the UK) between 9.00 a.m. and 5.30 p.m., Monday to Friday (excluding public holidays).

 

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 rns@lseg.com 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

 

 
SOAFLFLIIELELIE