Publication of Scheme Document
Scheme Document published for AMS shareholders to vote on H.B. Fuller's recommended cash acquisition.
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On 25 June 2026, following an announcement on 21 May 2026 relating to a possible cash offer for AMS, 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"). The Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement (the "Scheme") under Part 26 of the Companies Act 2006 (the "Act").
Publication of the Scheme Document
AMS announces that it has today published a circular in relation to the Scheme (the "Scheme Document"), setting out (amongst other things) a letter from the Chair of AMS, an explanatory statement pursuant to section 897 of the Act, the full terms and conditions of the Acquisition and the Scheme, an expected timetable of principal events, notices of the Court Meeting and the General Meeting and details of the actions to be taken by AMS Shareholders, together with the related Forms of Proxy for the Court Meeting and the General Meeting.
The Scheme Document is available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on AMS' website at www.admedsol.com and on H.B. Fuller's website at www.hbfuller.com/en. The content of these websites as referred to in this announcement are not incorporated into, and does not form part of, this announcement.
Hard copies of the Scheme Document and Forms of Proxy for the Court Meeting and the General Meeting will be sent to AMS Shareholders, subject to certain restrictions relating to persons resident in or located in Restricted Jurisdictions. The Scheme Document will also be made available, for information only, to holders of awards and options under the AMS Share Plans and persons with information rights.
Action required
As further detailed in the Scheme Document, before the Court is asked to sanction the Scheme and in order for the Scheme to become Effective, the Scheme will require (amongst other things): (i) the approval of a majority in number of the Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy at the Court Meeting, representing no less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders present and voting at the Court Meeting; and (ii) the passing of the Special Resolutions by the requisite majority of AMS Shareholders at the General Meeting. The Scheme is also subject to the satisfaction or waiver (where applicable) of the Conditions and further terms that are set out in the Scheme Document.
Notices of the Court Meeting and the General Meeting of AMS, both of which will be held at the offices of Investec Bank plc at 30 Gresham Street, London, EC2V 7QP on 12 August 2026 are set out in Parts VIII and Part IX of the Scheme Document. The Court Meeting is scheduled to commence at 11:00 a.m. on that date and the General Meeting at 11:15 a.m. (or as soon thereafter as the Court Meeting concludes or is adjourned).
Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to AMS Shareholders before the relevant Meetings, through AMS' website at www.admedsol.com and by announcement through a Regulatory Information Service.
It is important that, for the Court Meeting in particular, as many votes as possible are cast (whether in person or by proxy) so that the Court may be satisfied that there is a fair representation of opinion of AMS Shareholders. Scheme Shareholders and AMS Shareholders are therefore strongly advised to sign and return their Forms of Proxy (by post) or transmit a proxy appointment and voting instruction (electronically online via the relevant Investor Centre or the CREST Electronic Proxy Appointment Service for the Court Meeting) as soon as possible and, in any event, to be received by no later than 11.00 a.m. on 10 August 2026 in respect of the Court Meeting and 11.15 a.m. on 10 August 2026 in respect of the General Meeting in accordance with the instructions set out in the Scheme Document and the Forms of Proxy. Institutional investors may also be able to appoint a proxy electronically via the Proxymity platform. Instructions in relation to voting and the completion of the Forms of Proxy are included in the Scheme Document. Scheme Shareholders and AMS Shareholders are also strongly encouraged to appoint "the Chair of the meeting" as their proxy.
AMS Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.
Recommendation
The AMS Directors, who have been so advised by Evercore and Investec as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the AMS Directors, Evercore and Investec have taken into account the commercial assessments of the AMS Directors. Evercore and Investec are providing independent financial advice to the AMS Directors for the purposes of Rule 3 of the Takeover Code.
The AMS Directors believe that the terms of the Acquisition (including the Scheme) are in the best interests of AMS and AMS Shareholders as a whole. Accordingly, the AMS Directors unanimously recommend that the Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that AMS Shareholders vote in favour of the Special Resolutions to be proposed at the General Meeting, as certain of the AMS Directors have irrevocably undertaken to do in respect of their own beneficial holdings of AMS Shares (and those AMS Shares over which they have control), being, in aggregate, 745,766 AMS Shares (representing approximately 0.34 per cent. of the existing issued ordinary share capital of AMS) as at the Latest Practicable Date.
AMS Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.
Expected timetable of principal events
An expected timetable of principal events for the Scheme is set out in the Scheme Document and is also reproduced in the appendix to this announcement. Subject to the requisite approval of Scheme Shareholders at the Court Meeting and of AMS Shareholders at the General Meeting, the satisfaction or waiver (if capable of waiver) of the other Conditions set out in the Scheme Document and the sanction of the Scheme by the Court at the Sanction Hearing, the Scheme is currently expected to become Effective in Q3 or Q4 2026. The dates and times given are indicative only and based on AMS' and Bidco's current expectations and may be subject to change. If any of the expected dates and/or times set out in the expected timetable change, then AMS or Bidco (as applicable) will give adequate notice(s) of such changes in an announcement released through a Regulatory Information Service.
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 .
An update to the expected timetable is expected to be announced following receipt of the relevant regulatory and antitrust approvals upon which the Acquisition is conditional.
Cancellation of admission to trading on AIM of AMS Shares and re-registration of AMS
Prior to the Scheme becoming Effective, it is intended that AMS will make an application to the London Stock Exchange for the admission of the AMS Shares to trading on AIM to be cancelled with effect from shortly after the Effective Date.
The last day of dealings in, and for registration of transfers of, AMS Shares on AIM is expected to be the Business Day immediately prior to the Effective Date and no transfers will be registered after 6.00 p.m. (London time) on that day other than to Bidco (or as Bidco may direct) pursuant to the AMS Articles, as proposed to be amended by the Special Resolutions to be proposed at the General Meeting.
On the Effective Date, share certificates held by Scheme Shareholders in respect of AMS Shares will cease to be valid and should be destroyed. In addition, entitlements to AMS Shares held in CREST will be cancelled on the Effective Date.
It is also proposed that, following the Effective Date and after the admission to trading of AMS Shares on AIM has been cancelled, AMS will be re-registered as a private limited company under the relevant provisions of the Act.
Questions
| Evercore Partners International LLP (Joint Financial Adviser) | +44 (0) 207 653 6000 |
| Simon Elliott Julian Oakley Israel Akinrinsola Harrison George | |
| Investec Bank plc (Joint Financial Adviser, Nominated Adviser and Corporate Broker) | +44 (0) 207 597 5970 |
| Gary Clarence Harry Hargreaves Nick Prowting Miha Grzina | |
| Optimum Strategic Communications (PR Adviser) | +44 (0) 204 566 8543 |
Mary Clark Nick Bastin Isabelle Abdou
Goldman Sachs and Perella Weinberg are acting as financial advisers to H.B. Fuller. Ashurst Perkins Coie LLP is acting as legal adviser to H.B. Fuller.
Addleshaw Goddard LLP is acting as legal adviser to AMS in connection with the Acquisition.
Person responsible
Rule 26.1
Disclaimers
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.
Requesting hard copy documents
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out expected dates for the implementation of the Scheme.
| Event | Time and/or date |
| Latest time for lodging Forms of Proxy for the: | |
| Court Meeting (BLUE form) | 11:00 a.m. on 10 August 2026 (1) |
| General Meeting (WHITE form) | 11:15 a.m. on 10 August 2026 (2) |
| Voting Record Time for the Court Meeting and the General Meeting | 6.00 p.m. on 10 August 2026 (3) |
| Court Meeting | 11:00 a.m. on 12 August 2026 |
| General Meeting | 11:15 a.m. on 12 August 2026 (4) |
The following dates are indicative only and are subject to change (5) :
| Court Sanction Hearing | a date expected to be in Q3 or Q4 2026, subject to satisfaction (or, if applicable, waiver) of the relevant Conditions (" D ") |
| Last day of dealings in, and for registration of transfers of, and disablement in CREST of, AMS Shares | D + 1 Business Day |
| Scheme Record Time | 6.00 p.m. on D + 1 Business Day |
| Disablement in CREST of AMS Shares | 6.00 p.m. on D + 1 Business Day |
| Dealings in AMS Shares suspended | 7.30 a.m. on D + 2 Business Days |
| Effective Date of the Scheme | D + 2 Business Days |
| Cancellation of admission of AMS Shares to trading on AIM | 7:00 a.m. on the next Business Day at the Effective Date |
| Latest date for despatch of cheques and crediting of CREST for Cash Consideration due under the Scheme | Within 14 days of the Effective Date |
| Long Stop Date | 11:59 on 25 June 2027 (6) |
Notes:
1. These dates and times are indicative only and will depend on, amongst other things, the date upon which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) a copy of the Court Order is delivered to the Registrar of Companies for registration. If any of the expected times and/or dates above change: (a) the revised times and/or dates will be notified to AMS Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on AMS' website at www.admedsol.com and on H.B. Fuller's website at www.hbfuller.com/en; and (b) if required by the Panel, AMS will send notice of the change(s) to AMS Shareholders and, for information only, to AMS Share Plan Participants. All references in this document to times are to London time unless otherwise stated.
- It is requested that BLUE Forms of Proxy for the Court Meeting be lodged no later than 48 hours (excluding any part of such 48-hour period that is not a Business Day) before the time and date set for the Court Meeting. A copy of a completed and signed BLUE Form of Proxy not so lodged may be:
- emailed to externalproxyqueries@computershare.co.uk at any time prior to the start of the Court Meeting (or any adjournment thereof); or
- handed to the chair of the Court Meeting, or AMS' registrar, Computershare, on behalf of the chair of the Court Meeting, at the start of the Court Meeting (or any adjournment thereof).
- WHITE Forms of Proxy for the General Meeting must be lodged no later than 48 hours (excluding any part of such 48-hour period that is not a Business Day) before the time and date set for the General Meeting. WHITE Forms of Proxy for the General Meeting not lodged by this time will be invalid.
- If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6.00 p.m. on the date falling two Business Days before the date of the adjourned Meeting.
- To commence at 11.15 a.m. or as soon thereafter as the Court Meeting shall have concluded or been adjourned.
- Following sanction of the Scheme by the Court, the Scheme will become Effective in accordance with its terms upon a copy of the Court Order being delivered to the Registrar of Companies for registration. This is presently expected to occur on the Business Day following the date of the Court Sanction Hearing, subject to satisfaction or (where capable of waiver) waiver of the Conditions. The events which are stated as occurring on subsequent dates are conditional on the Effective Date and operate by reference to this date.
- This is the latest date by which the Scheme may become Effective unless Bidco and AMS agree (and the Panel and, if required, the Court permit) a later date or if the Panel requires an extension to the Long Stop Date pending final determination of an issue under section 3(g) of Appendix 7 to the Takeover Code.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.