Not for release, publication or distribution in any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction

For immediate release  

30 November 2021

Synthomer PLC

Publication of Circular

Further to the announcement on 28 October 2021 by Synthomer plc ("Synthomer" or the "Company") regarding the acquisition of the Adhesive Resins business ("Adhesive Technologies" or the "Acquisition") of Eastman Chemical Company ("Eastman"), the Company is pleased to announce that the circular relating to the Acquisition (the "Circular") has been approved by the Financial Conduct Authority and has been published.

Shareholders will shortly be sent a copy of the Circular. The Circular will be made available on the Company's website, www.synthomer.com, and will be submitted to the National Storage Mechanism, where it will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. Copies of the Circular will be available for inspection during normal business hours on any business day, free of charge, at the Company's offices at 45 Pall Mall, London, SW1Y 5JG.

Synthomer LEI: 213800EHT3TI1KPQQJ56

IMPORTANT NOTICES:

This Announcement is not intended to, and does not constitute, or form part of, any offer to sell or issue or any solicitation of an offer to purchase, subscribe for, or otherwise acquire, any securities or a solicitation of any vote or approval in any jurisdiction. Synthomer shareholders are advised to read carefully the Circular once it has been published. Any response to the Acquisition should be made only on the basis of the information in the Circular.

Barclays Bank PLC, acting through its Investment Bank, ("Barclays") is authorised in the United Kingdom by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the PRA and the Financial Conduct Authority ("FCA") and Numis Securities Limited ("Numis") is authorised and regulated in the United Kingdom by the FCA (together, the "Banks"), are acting exclusively for Synthomer and no one else in connection with the Acquisition and accordingly will not be responsible to anyone other than Synthomer for providing the protections afforded to their clients, or for providing advice in connection with the Acquisition, the contents of this Announcement or any other transaction, arrangement or other matter referred to in this Announcement as relevant.  

Apart from the responsibilities and liabilities, if any, which may be imposed on each of the Banks under FSMA or the regulatory regime established thereunder, the Banks accept no responsibility whatsoever for the contents of this Announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Acquisition, or any other matter referred to herein. Subject to applicable law, each of the Banks accordingly disclaims, to the fullest extent permitted by law, all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this Announcement or any such statement.

The securities of the Group have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, pledged or transferred, directly or indirectly, in, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any relevant state or other jurisdiction of the United States. There has been and will be no public offering of the securities of the Group in the United States.

Cautionary statement regarding forward-looking statements

This Announcement may contain "forward-looking statements" with respect to certain of the Group's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they are based on numerous assumptions regarding Synthomer's present and future business strategies, relate to future events and depend on circumstances which are or may be beyond the control of Synthomer and which could cause actual results of trends to differ materially from those made in or suggested by the forward-looking statements in this Announcement, including, but not limited to, domestic and global economic business conditions; market-related risks such as fluctuations in interest rates; the policies and actions of governmental and regulatory authorities; the effect of competition, inflation and deflation; the effect of legislative, fiscal, tax and regulatory developments in the jurisdictions in which Synthomer and its respective affiliates operate; the effect of volatility in the equity, capital and credit markets on profitability and ability to access capital and credit; a decline in credit ratings of Synthomer; the effect of operational and integration risks; an unexpected decline in sales for Synthomer; inability to realise anticipated synergies; any limitations of internal financial reporting controls; and the loss of key personnel. Any forward-looking statements made in this Announcement by or on behalf of Synthomer speak only as of the date they are made. Save as required by the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules, the Listing Rules or by law, Synthomer undertakes no obligation to update these forward-looking statements and will not publicly release any revisions it may make to these forward-looking statements that may occur due to any change in its expectations or to reflect events or circumstances after the date of this Announcement.