Accrol Group Holdings PLC has announced the publication of the scheme document for the recommended cash offer by Navigator Paper UK Limited, an indirect wholly owned subsidiary of The Navigator Company, S.A. The offer, valued at 38 pence per Accrol Share, is intended to be implemented by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006. The offer values the entire issued and to be issued share capital of Accrol at approximately £127.5 million and implies an enterprise value of approximately £184.8 million.

The offer represents a premium of approximately 47 per cent. to the average EV/LTM EBITDA multiple of 6.7x for publicly traded companies across private label tissue, private label hygiene, and other UK companies that focus on private label products. It also represents a premium of approximately 11.8 per cent. to the Closing Price of 34.0 pence per Accrol Share on 21 March 2024, 28.7 per cent. to the Volume Weighted Average Price per Accrol Share during the 6-month period ended on 21 March 2024, and 23.2 per cent. to the Volume Weighted Average Price per Accrol Share during the 12-month period ended on 21 March 2024.

The Accrol Directors believe the offer represents an attractive premium and full value for the business, considering the multiples observed in the private label sector for publicly traded companies and comparable precedent transactions. Since its initial public offering in 2016, Accrol has demonstrated a track record of delivering on its growth strategy through organic growth, product expansion, cost optimization, and an effective acquisition strategy to become a leading converter and supplier of tissue-based products and wet wipes to many of the UK's leading discounters and retailers across the UK.

Accrol has been able to grow, gaining market share largely at the expense of the branded product offering by adapting its product portfolio to supply high-quality products at a competitive price advantage when compared to the major branded providers. The growth of the large European discounters in the UK retail market has provided further opportunity for Accrol to continue to gain market share. However, the supply dynamics in the UK are set to change, with multiple European and Turkish tissue suppliers indicating and commencing investments to expand their operations.

Accrol's shareholders will be entitled to receive 38 pence in cash for each Accrol Share, subject to the conditions and certain further terms set out in the scheme document. The scheme document, along with the full terms and conditions of the scheme, an explanatory statement, and an expected timetable of principal events, has been published on Accrol's website. Hard copies of the scheme document and the forms of proxy for the meetings are being posted to shareholders of Accrol and made available to participants in the Accrol LTIP and other persons with information rights.