Results of Court Meeting and General Meeting

Advanced Medical Solutions Grp PLC

12 August 2026

 

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.

FOR IMMEDIATE RELEASE

12 August 2026

RECOMMENDED CASH ACQUISITION

of

ADVANCED MEDICAL SOLUTIONS GROUP PLC ("AMS" or the "Company")

by

H.B. FULLER MEDICAL ADHESIVE TECHNOLOGIES INC. ("Bidco"),

a wholly-owned subsidiary of H.B. Fuller Company ("H.B. Fuller")

to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006

RESULTS OF VOTING AT COURT MEETING AND GENERAL MEETING

On 25 June 2026, the boards of directors of AMS and H.B. Fuller announced that they had reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of AMS by Bidco, a wholly-owned subsidiary of H.B. Fuller (the "Acquisition"), to be implemented by way of a Court-sanctioned scheme of arrangement (the "Scheme") under Part 26 of the Companies Act 2006.

On 20 July 2026, AMS published a circular in relation to the Scheme (the "Scheme Document"). Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document.

Results of Court Meeting and General Meeting

AMS is pleased to announce that, at the Court Meeting and the General Meeting held earlier today in connection with the Acquisition, all resolutions were approved by the requisite majorities and were duly passed.

Full details of the resolutions proposed and passed are set out in the notices of the Court Meeting and the General Meeting contained in Parts VIII and IX, respectively, of the Scheme Document.

Voting results of Court Meeting

The Scheme was approved by the requisite majority of Scheme Shareholders on a poll vote at the Court Meeting held at 11:00 a.m. on 12 August 2026. A majority in number of the Scheme Shareholders who voted (and who were entitled to vote), either in person or by proxy, together representing 75 per cent. or more in value of the Scheme Shares held by such Scheme Shareholders present and voting, voted in favour of the resolution to approve the Scheme at the Court Meeting.

The table below sets out the results of the poll conducted at the Court Meeting. Each Scheme Shareholder, present in person or by proxy, was entitled to one vote per Scheme Share held at the Voting Record Time.

Result of Court Meeting	Number of Scheme Shares voted	% of Scheme Shares voted *	Number of Scheme Shareholders who voted **	% of Scheme Shareholders who voted *	Number of Scheme Shares voted as a % of issued ordinary share capital entitled to vote on the Scheme * #
For	93,712,814	84.23%	175	87.5%	42.44%
Against	17,539,282	15.77%	25	12.5%	7.94%
Total	111,252,096	100%	188	100%	50.39%

* Rounded to two decimal places. As a result of such rounding, the totals of the percentages presented in this table may vary slightly from the actual arithmetic totals of such percentages.

** Where a Scheme Shareholder cast some of their votes "for" and some of their votes "against" the resolution, such Scheme Shareholder has been counted as having voted both "for" and "against" the resolution for the purposes of determining the number of Scheme Shareholders who voted as set out in this column. 12 Scheme Shareholders voted both "for" and "against" the resolution, so the total number of Scheme Shareholders who voted varies from the actual arithmetic total of the numbers of Scheme Shareholders who voted "for" and "against" the resolution. 188 Scheme Shareholders voted in total.

^# The total number of Scheme Shares in issue at the Voting Record Time was 220,798,125. No AMS Shares are held in treasury. Consequently, the total number of voting rights in AMS at the Voting Record Time was 220,798,125.

Voting results of General Meeting

The special resolutions (1) to authorise the Company's directors (or a duly authorised committee of the directors) to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect and (2) for the purpose of giving effect to the Scheme, to approve certain amendments to the Company's articles of association, were passed by the requisite majority of AMS Shareholders, either in person or by proxy, on a poll vote at the General Meeting held at 11:15 a.m. on 12 August 2026.

The table below sets out the results of the poll conducted at the General Meeting. Each AMS Shareholder, present in person or by proxy, was entitled to one vote per AMS Share held at the Voting Record Time.

Special Resolution 1

	Number of AMS Shares voted	% of AMS Shares voted **	Number of AMS Shares voted as a % of the issued ordinary share capital of AMS ** #
For *	93,636,192	84.23%	42.41%
Against	17,529,116	15.77%	7.94%
Total	111,165,308	100%	50.35%
Withheld ***	631,247	N/A	N/A

Special Resolution 2

	Number of AMS Shares voted	% of AMS Shares voted **	Number of AMS Shares voted as a % of the issued ordinary share capital of AMS ** #
For *	93,636,192	84.23%	42.41%
Against	17,529,116	15.77%	7.94%
Total	111,165,308	100%	50.35%
Withheld ***	631,247	N/A	N/A

* Includes proxy appointments which gave discretion to the chair of the General Meeting.

** Rounded to two decimal places. As a result of such rounding, the totals of the percentages presented in this table may vary slightly from the actual arithmetic totals of such percentages.

*** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "for" or "against" the resolution.

^# The total number of AMS Shares in issue at the Voting Record Time was 220,798,125. No AMS Shares are held in treasury. Consequently, the total number of voting rights in AMS at the Voting Record Time was 220,798,125.

Update on Conditions

The outcome of the Court Meeting and the General Meeting means that Conditions 2.1 and 2.2 (as set out in Part A of Part III of the Scheme Document) have been satisfied.

The Acquisition remains subject to the satisfaction (or, if applicable, waiver) of the other Conditions, which are set out in Part A of Part III of the Scheme Document, including Conditions 3(a) to (g). In relation to Condition 3(d), a briefing paper has been submitted to the CMA and, in response to that briefing paper, the CMA has indicated in writing that it has no further questions at this stage in relation to the Acquisition. Subject to the satisfaction (or, if applicable, waiver) of those other Conditions, the Court sanctioning the Scheme at the Court Sanction Hearing and the delivery of a copy of the Court Order to the Registrar of Companies for registration, the Scheme is currently expected to become Effective in Q3 or Q4 2026.

Expected timetable

The expected timetable of principal events for the implementation of the Scheme remains as set out in the Scheme Document. If any of the times and/or dates in the expected timetable change, AMS will make further announcements through a Regulatory Information Service as appropriate, with such announcements also being available on AMS' website at www.admedsol.com and on H.B. Fuller's website at www.hbfuller.com/en.

All references to times in this announcement are to times in London, United Kingdom unless otherwise stated.

Enquiries

Advanced Medical Solutions Group plc	[phone]
Chris Meredith, Chief Executive Officer Eddie Johnson, Chief Financial Officer Michael King, Head of Investor Relations
Evercore Partners International LLP (Joint Financial Adviser)	[phone]
Simon Elliott Julian Oakley Israel Akinrinsola Harrison George
Investec Bank plc (Joint Financial Adviser, Nominated Adviser and Joint Corporate Broker)	[phone]
Gary Clarence Harry Hargreaves Nick Prowting Miha Grzina
Optimum Strategic Communications (PR Adviser)	[phone]
Mary Clark Nick Bastin Isabelle Abdou

Goldman Sachs and Perella Weinberg are acting as financial advisers to H.B. Fuller. Ashurst Perkins Coie is acting as legal adviser to H.B. Fuller.

Addleshaw Goddard LLP is acting as legal adviser to AMS in connection with the Acquisition.

About Advanced Medical Solutions Group plc

AMS is a world-leading independent developer and manufacturer of innovative tissue-healing technology, focused on quality outcomes for patients and value for payers. AMS has a wide range of surgical products including tissue adhesives, sutures, haemostats, internal fixation devices and internal sealants, which it markets under its brands LiquiBand®, RESORBA®, LiquiBandFix8®, LIQUIFIX™, Peters Surgical, Ifabond, Vitalitec and Seal-G®. AMS also supplies wound care dressings such as silver alginates, alginates and foams through its ActivHeal® brand as well as under white label. Since 2019, AMS has made seven acquisitions: Sealantis, an Israeli developer of innovative internal sealants, Biomatlante, a French developer and manufacturer of surgical biomaterials, Raleigh, a leading UK coater and converter of woundcare and bio-diagnostics materials, AFS Medical, an Austrian specialist surgical business, Connexicon, an Irish tissue adhesives specialist, Syntacoll, a German specialist in collagen-based absorbable surgical implants and Peters Surgical, a global provider of specialty surgical sutures, mechanical haemostasis and internal cyanoacrylate devices.

AMS' products, manufactured in the UK, Germany, France, the Netherlands, Thailand, India, the Czech Republic and Israel, are sold globally via a network of multinational or regional partners and distributors, as well as via AMS' own direct sales forces in the UK, Germany, Austria, France, Poland, Benelux, India, the Czech Republic and Russia. AMS has R&D innovation hubs in the UK, Ireland, Germany, France and Israel. Established in 1991, AMS has more than 1,800 employees. For more information, please see www.admedsol.com.

Rule 26.1

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be available on the Company's website at www.admedsol.com and on H.B. Fuller's website at www.hbfuller.com/en by no later than 12 noon (London time) on the business day following the date of this announcement.

Important notices

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise.

The Acquisition shall be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer document) which, together with the Forms of Proxy, contains the full terms and Conditions of the Acquisition. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer document).

This announcement has been prepared for the purpose of complying with English and Welsh law, the AIM Rules and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales.

This announcement does not constitute a prospectus or prospectus-equivalent document.

Disclaimers

Evercore Partners International LLP ("Evercore"), which is authorised and regulated by the Financial Conduct Authority ("FCA") in the United Kingdom, is acting exclusively as joint financial adviser to AMS and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than AMS for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore 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 Evercore in connection with this announcement, any statement contained herein, any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by the Financial Services and Markets Act 2000, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with AMS or the matters described in this announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement, or any statement contained herein.

Investec Bank plc ("Investec") is authorised in the United Kingdom by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the FCA and the PRA. Investec is acting exclusively as joint financial adviser and corporate broker to AMS and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than AMS for providing the protections afforded to clients of Investec, nor for providing advice in connection with the matters referred to herein. Neither Investec 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 Investec in connection with this announcement, any statement contained herein, any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Investec by the Financial Services and Markets Act 2000, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Investec nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with AMS or the matters described in this announcement. To the fullest extent permitted by applicable law, Investec and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above in this paragraph) which they might otherwise have in respect of this announcement, or any statement contained herein.

Goldman Sachs International, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, and Goldman Sachs & Co. LLC (together, "Goldman Sachs") are acting exclusively for H.B. Fuller as financial advisers and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than H. B. Fuller for providing the protections afforded to clients of Goldman Sachs, nor for providing advice in connection with the matters set out in this announcement. Neither Goldman Sachs nor any of Goldman Sachs' subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Goldman Sachs in connection with this announcement, any statement contained herein or otherwise.

Perella Weinberg UK Limited ("Perella Weinberg Partners"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for H.B. Fuller in connection with the matters set out in this announcement and for no one else and will not be responsible to anyone other than H.B. Fuller for providing the protections afforded to its clients nor for providing advice in relation to the matters set out in this announcement. Neither Perella Weinberg Partners nor any of its affiliates and their respective directors, officers, employees or agents 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 Perella Weinberg Partners in connection with this announcement, any statement contained herein or otherwise.

Cautionary note regarding forward-looking statements

The information in this announcement has not been audited or otherwise independently verified and no representation or warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or opinions contained herein. None of the Company or any of its affiliates, advisors or representatives shall have any liability whatsoever (in negligence or otherwise) for any loss whatsoever arising from any use of this announcement, or its contents, or otherwise arising in connection with this announcement.

This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase any shares in the Company, nor shall it or any part of it or the fact of its distribution form the basis of, or be relied on in connection with, any contract or commitment or investment decisions relating thereto, nor does it constitute a recommendation regarding the shares of the Company.

Certain statements, statistics and projections in this announcement are or may be forward looking. By their nature, forward‑looking statements involve a number of risks, uncertainties or assumptions that may or may not occur and actual results or events may differ materially from those expressed or implied by the forward-looking statements. Accordingly, no assurance can be given that any particular expectation will be met and reliance should not be placed on any forward-looking statement. Accordingly, forward-looking statements contained in this announcement regarding past trends or activities should not be taken as representation that such trends or activities will continue in the future. You should not place undue reliance on forward-looking statements, which are based on the knowledge and information available only at the date of this announcement's preparation.

The Company does not undertake any obligation to update or keep current the information contained in this announcement, including any forward‑looking statements, or to correct any inaccuracies which may become apparent and any opinions expressed in it are subject to change without notice.

References in this announcement to other reports or materials, such as a website address, have been provided to direct the reader to other sources of information on AMS which may be of interest. Neither the contents of AMS' website nor any website accessible by hyperlinks from AMS' website nor any additional materials contained or accessible thereon, are incorporated in, or form part of, this announcement.

Overseas Shareholders

This announcement has been prepared for the purpose of complying with English law, the Takeover Code, UK MAR, the Disclosure Guidance and Transparency Rules and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England. Nothing in this announcement should be relied on for any other purpose.

The release, publication or distribution of this announcement in or into certain jurisdictions other than the United Kingdom may be restricted by the laws and/or regulations of those jurisdictions and therefore persons into whose possession this announcement comes who are subject to the laws and/or regulations of any jurisdiction other than the United Kingdom should inform themselves about and observe any such applicable laws and/or regulations in their jurisdiction. In particular, the ability of persons who are not resident in the United Kingdom or who are subject to the laws of another jurisdiction to participate in the Acquisition may be affected by the laws of the relevant jurisdiction in which they are located or to which they are subject. Any failure to comply with such restrictions may constitute a violation of the securities laws of such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, in whole or in part, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws or regulations in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws or regulations of that jurisdiction.

The Acquisition will be subject to the applicable requirements of English law, the Takeover Code, the Panel, the AIM Rules, the London Stock Exchange and the FCA.

Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the laws or regulations of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition.

Further details and information in relation to Overseas Shareholders are contained in the Scheme Document.

Additional Information for US investors

The Acquisition relates to the shares of an English company which are admitted to trading on AIM and is proposed to be effected by means of a court-sanctioned scheme of arrangement under the laws of England and Wales. An acquisition effected by means of a court-sanctioned scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure and procedural requirements applicable in the United Kingdom to schemes of arrangement which differ from the disclosure and procedural requirements of the United States tender offer and proxy solicitation rules. However, if in the future Bidco were to elect to implement the Acquisition by means of a Takeover Offer and determined to extend such Takeover Offer into the United States, such Takeover Offer would be made in compliance with all applicable United States laws and regulations, including, without limitation, to the extent applicable, Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a Takeover Offer would be made in the United States by Bidco and no one else.

In the event that the Acquisition is implemented by way of Takeover Offer, in accordance with normal United Kingdom practice and pursuant to Rule 14e-5(b) of the US Exchange Act (if applicable), Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of AMS outside of the United States, other than pursuant such Takeover Offer, during the period in which such Takeover Offer would remain open for acceptance. Also, Investec and its affiliates may continue to act as exempt principal traders or exempt market makers in AMS Shares on the London Stock Exchange and will engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law, as permitted by Rule 14e-5(b)(9) under the US Exchange Act. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices and would comply with applicable law, including the US Exchange Act. Any information about such purchases or arrangements to purchase shall be disclosed as required in the UK, shall be reported to a Regulatory Information Service and shall be available to all investors (including US investors) on the London Stock Exchange website at www.londonstockexchange.com.

The receipt of consideration by a US holder for the transfer of its AMS Shares pursuant to the Scheme may be a taxable transaction for United States federal income tax purposes and under applicable US state and local, as well as overseas and other, tax laws. Each AMS Shareholder is urged to consult their independent professional adviser immediately regarding the applicable tax consequences of the Acquisition applicable to them, including under applicable United States federal, state and local, as well as overseas and other, tax laws.

Financial information relating to AMS included in this announcement and/or the Scheme Document has been or shall have been prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to financial information of United States companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States ("US GAAP"). US GAAP differs in certain significant respects from accounting standards applicable in the United Kingdom. None of the financial information in this announcement and/or the Scheme Document has been audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Company Accounting Oversight Board (United States).

It may be difficult for US holders of AMS Shares to enforce their rights and any claim arising out of the US federal securities laws in connection with the Acquisition, since AMS is organised in a country other than the United States, and some or all of its officers and directors may be residents of, and some or all of its assets may be located in, jurisdictions other than the United States. As a result, US holders of AMS Shares may not be able to effect service of process upon a non-US company or its officers or directors or to enforce against them a judgment of a US court for violations of federal or state securities laws of the United States, including judgments based upon the civil liability provisions of the US federal securities laws. US holders of AMS Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's jurisdiction or judgment.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disproved or passed judgment upon the fairness or the merits of the Acquisition or determined if this announcement or the Scheme Document is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the United States.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. 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 Takeover Code, any person who is, or becomes, interested in 1 per cent. 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(s), 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, 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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

No profit forecasts or estimates

The AMS Profit Forecast constitutes an ordinary course profit forecast for AMS published before the start of the Offer Period for the purposes of Note 2(a) on Rule 28.1 of the Takeover Code. As required by Rule 28.1(c)(i) of the Takeover Code, the AMS Profit Forecast, the assumptions on the basis of which it was compiled and the AMS Directors' confirmations in relation to it are set out in Part X of the Scheme Document.

Other than the AMS Profit Forecast, no statement in this announcement or the Scheme Document is intended, or is to be construed, as a profit forecast, profit estimate or quantified financial benefits statement for any period and no statement in this announcement or the Scheme Document should be interpreted to mean that earnings or earnings per share for Bidco or AMS for the current or future financial years will necessarily match or exceed the historical published earnings or earnings per share for Bidco or AMS.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, AMS Shareholders may request a hard copy of this announcement (and any information incorporated by reference in this announcement, including the Scheme Document), free of charge, by contacting AMS' registrar, Computershare, on [phone]. Please use the country code if calling from outside the UK. Lines are open between 8:30 a.m. and 5:30 p.m. Monday to Friday (except public holidays in England and Wales). Calls are charged at the standard geographical rate and rates may vary by provider. Calls from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be monitored or recorded for security and training purposes. Please note that the Shareholder Helpline operators cannot provide advice on the merits of the Acquisition or the Scheme or give any financial, tax, investment or legal advice.

For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Electronic communications / information relating to AMS Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by AMS Shareholders, persons with information rights and other relevant persons for the receipt of communications from AMS may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 to the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

 

END