Navigator Paper UK Limited reached an agreement to acquire Accrol Group Holdings plc (AIM : ACRL) from Lombard Odier Asset Management (Europe) Limited, Gareth Jenkins, Dan Wright, Christopher Welsh and others for approximately £130 million on March 22, 2024. Navigator Paper UK Limited entered into a confidentiality agreement to acquire Accrol Group on January 12, 2024. Under the terms of the Offer, Accrol Shareholders will be entitled to receive for each Accrol Share at £0.38 in cash. The Offer values Accrol's entire issued and to be issued share capital at approximately £127.5 million. It is intended that the Offer will be implemented by way of a Court-sanctioned scheme of arrangement. The Accrol Directors, who have been so advised by Stifel as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. Accordingly, the Accrol Directors intend to recommend unanimously that Accrol Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting. In aggregate therefore, Navigator Paper UK Limited has received irrevocable undertakings to vote in favor of the Scheme at the Court Meeting and the Resolutions at the General Meeting from the holders of 108,527,354 Accrol Shares in total representing approximately 34%. of Accrol's issued share capital. As of May 3, 2024, Under the terms of the Increased and Final Offer, Accrol Shareholders will be entitled to receive for each Accrol Share at £0.39 pence in cash (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.

The Offer is subject to the Conditions including (i) the approval by a majority in number of Accrol Shareholders present, entitled to vote and voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Accrol Shares voted; (ii) the approval of the Resolutions by the requisite majority or majorities of Accrol Shareholders at the General Meeting; (iii) the sanction of the Scheme by the Court; and (iv) the Scheme becoming Effective by no later than the Long Stop Date. The cash consideration payable by Navigator Paper UK Limited pursuant to the acquisition will be funded from existing cash resources available to Navigator and transferred to Navigator Paper UK Limited pursuant to an inter-company loan. As on May 15, 2024, The board of Accrol is pleased to announce that, at the Court Meeting and General Meeting each held earlier today, the requisite majority of Scheme Shareholders voted to approve the Scheme (as modified) at the Court Meeting and the requisite majority of Accrol Shareholders voted to pass the Resolution. The Scheme (as modified) was approved by 32 Scheme Shareholders, together representing 78.05% of Scheme Shareholders. The Resolution at the General Meeting was approved by 99.17% of Accrol Shares voted. Overall, shares voted at the Court Meeting and General Meeting represented 78.21% and 77.06%., respectively, of the issued share capital of Accrol. As of May 22, 2024, the boards of directors of Accrol and Bidco announced, amongst other things, that the Court had sanctioned the Scheme.

Stuart Vincent and Joe Boyd-Morritt of N.M. Rothschild & Sons Limited acted as financial advisor to Navigator Paper UK Limited; and Eversheds Sutherland (International) LLP is retained as legal adviser to the Wider Navigator Group. Celedonio Moncayo, Henry Newbould, Sarah Dick, Nick Harland and Richard Short of Stifel Nicolaus Europe Limited acted as financial advisor and fairness opinion provider; Dan Bate and Jordan Warburton of Zeus Capital Limited acted as joint financial adviser and nominated adviser; and Addleshaw Goddard LLP is retained as legal adviser for Accrol. Link Market Services Limited acted as registrar to Accrol.