Epwin Group PLC - Court Sanction of the Scheme

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.

13 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"))

to be implemented by means of a scheme of arrangement
pursuant to Part 26 of the Companies Act 2006

COURT SANCTION OF SCHEME OF ARRANGEMENT

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 is being 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.

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.

Sanction of the Scheme

The Epwin Board and the Laumann UK Board are pleased to announce that, on 13 October 2025, the High Court of Justice in England and Wales made an order sanctioning the Scheme under section 899 of the Companies Act 2006.

All of the Conditions of the Acquisition (as set out in Part III of the Scheme Document) have been satisfied or waived other than the delivery of a copy of the Court Order to the Registrar of Companies. The Scheme will become Effective upon the delivery of a copy of the Court Order to the Registrar of Companies for registration, which is expected to occur on 15 October 2025.

Next steps and timetable

There has been no change to the expected timetable of principal events for the Acquisition as set out in the announcement made by Epwin dated 25 September 2025 and the Scheme Document.

It should be noted that the last day of dealings in, and for registration of transfers of, and disablement in CREST of, Epwin Shares will be 14 October 2025 and the Scheme Record Time will be 6.00p.m. on 14 October 2025. Scheme Shareholders on Epwin's register of members at the Scheme Record Time will, upon the Scheme becoming Effective, be entitled to receive the consideration under the Scheme.

Dealings in Epwin Shares on AIM will be suspended from 07.30a.m. on 15 October 2025. The suspension is made pursuant to Epwin's application to the London Stock Exchange and is being effected as part of the Scheme.

It is further expected that, subject to the Scheme becoming Effective on 15 October 2025, the cancellation of the admission to trading of Epwin Shares on AIM will take effect from 07.00a.m. on 16 October 2025.

A further announcement will be made when the Scheme becomes Effective.

The expected timetable of principal events for the implementation of the Scheme remains as set out in the Scheme Document. If any of the key dates and/or times set out in this expected timetable change, the revised dates and/or times will be notified to Epwin Shareholders by issuing an announcement through a Regulatory Information Service, with such announcement being made available on Epwin's website at: https://investors.epwin.co.uk/announcement-offer.aspx.

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:

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.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.  An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s).  An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified.  Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror.  A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk/disclosure/disclosure-table, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified.  You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

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).