CatalystWireBeta

Results of Court Meeting and General Meeting

In brief · summary, not quotable

H.B. Fuller acquisition of AMS approved by shareholders at Court and General Meetings held 12 August 2026.

  • Court Meeting approval - Scheme Shares voted in favour 93,712,814 (84.23%)
  • Court Meeting approval - Scheme Shareholders voting in favour 175 (87.5%)
  • General Meeting Special Resolution 1 approval - AMS Shares voted in favour 93,636,192 (84.23%)
  • General Meeting Special Resolution 2 approval - AMS Shares voted in favour 93,636,192 (84.23%)
  • Total AMS Shares in issue 220,798,125
Full announcement

Select text to share a quote on X · sign in to keep highlights & notes in your AMS notes

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.

Result of Court MeetingNumber 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 * #
For93,712,81484.23%17587.5%42.44%
Against17,539,28215.77%2512.5%7.94%
Total111,252,096100%188100%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 *93,636,19284.23%42.41%
Against17,529,11615.77%7.94%
Total111,165,308100%50.35%
Withheld ***631,247N/AN/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 *93,636,19284.23%42.41%
Against17,529,11615.77%7.94%
Total111,165,308100%50.35%
Withheld ***631,247N/AN/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.

# 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.

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 Joint 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 is acting as legal adviser to H.B. Fuller.

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

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

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

Share this quote

Quote card
Post on X WhatsApp Download image

The link opens this announcement with the quote highlighted. Quotes are checked against the original text.

Add a note