THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser authorised under the Financial Services and Markets Act 2000 ("FSMA") if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

This document, which comprises: (i) a simplified prospectus for the purposes of Article 14 of Regulation (EU) 2017/1129, as amended, relating to Synthomer plc (the "Company" or "Synthomer") and prepared in accordance with the Prospectus Regulation Rules of the Financial Conduct Authority of the United Kingdom ("FCA") made under section 73A of FSMA (the "Prospectus Regulation Rules"); and (ii) a circular prepared in accordance with the Listing Rules of the FCA made under section 73A of FSMA. This document has been approved by the FCA, as competent authority under Regulation (EU) 2017/1129, in accordance with section 87A of FSMA and made available to the public in accordance with the Prospectus Regulation Rules. The FCA only approves this document as meeting the standards of completeness, comprehensibility and consistency imposed by Regulation (EU) 2017/1129 and such approval should not be considered as an endorsement of the issuer that is the subject of this document or of the quality of the New Ordinary Shares, the Nil Paid Rights and/or the Fully Paid Rights that are the subject matter of this document. Investors should make their own assessment as to the suitability of investing in the New Ordinary Shares, the Nil Paid Rights and/or the Fully Paid Rights.

If you sell or transfer, or have sold or otherwise transferred, all of your Existing Ordinary Shares (other than ex-rights) held in certificated form before 8:00 a.m. on 28 September 2023 (being the "Ex-RightsDate"), please send this document, together with the Provisional Allotment Letter (if applicable and when received), as soon as possible to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer will be or was effected for onward delivery to the transferee, except that such documents should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of registration or of other local securities laws or regulations including, but not limited to, Australia, Canada, Hong Kong, Singapore, the United Arab Emirates and the United States (subject to certain limited exceptions), and any other jurisdiction where the extension or availability of the Rights Issue (and any other transaction contemplated thereby) would breach any applicable law or regulation (the "Excluded Territories"). If you sell or transfer, or have sold or otherwise transferred, only part of your holding of Existing Ordinary Shares (other than ex-rights) held in certificated form before the Ex-Rights Date, you should refer to the instruction regarding split applications in Part VII (Terms and Conditions of the Capital Reorganisation and the Rights Issue) of this document and in the Provisional Allotment Letter. If you sell or transfer, or have sold or otherwise transferred, all or some of your Existing Ordinary Shares (other than ex-rights) held in uncertificated form before the Ex-Rights Date, a claim transaction will automatically be generated by Euroclear UK & International Limited ("Euroclear UK"), the operator of CREST, which, on settlement, will transfer the appropriate number of Nil Paid Rights to the purchaser or transferee.

The directors of the Company, whose names appear on page 43 of this document (the "Directors"), and the Company accept responsibility for the information contained in this document. To the best of the knowledge of the Directors and the Company, the information contained in this document is in accordance with the facts and this document makes no omission likely to affect its import.

The distribution of this document, any other offering or publicity material relating to the Rights Issue, the Capital Reorganisation and/or any Provisional Allotment Letter and/or the transfer of the New Ordinary Shares, the Nil Paid Rights and/or the Fully Paid Rights into jurisdictions other than the United Kingdom may be restricted by law or regulation, and therefore persons into whose possession this document and/or accompanying documents come should inform themselves about and observe any such restrictions. In particular, subject to certain exceptions, such documents should not be distributed in, forwarded to or transmitted in or into any of the Excluded Territories. Any failure to comply with these restrictions may constitute a violation of the securities laws or regulations of any such jurisdictions.

SYNTHOMER PLC

(incorporated in England and Wales under the Companies Act 2006 with

registered number 00098381)

Proposed 6 for 1 Rights Issue of 140,200,818 New Ordinary Shares at 197 pence per New

Ordinary Share

Proposed Capital Reorganisation of 1 New Ordinary Share of 1 pence nominal value for every

20 Existing Ordinary Shares of 10 pence nominal value

Notice of General Meeting

J.P. Morgan Cazenove

Sponsor, Joint Global Co-ordinator and Joint Bookrunner

Goldman Sachs International

Morgan Stanley

Joint Global Co-ordinator and Joint

Joint Global Co-ordinator and Joint

Bookrunner

Bookrunner

Citigroup

Joint Bookrunner

The Existing Ordinary Shares have been admitted to the premium listing segment of the official list maintained by the FCA pursuant to FSMA (the "Official List") and to trading on the main market for listed securities of the London Stock Exchange. Application will be made to the FCA for the Consolidated Ordinary Shares and the New Ordinary Shares (nil and fully paid up) to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities ("Admission"). It is expected that admission of the Nil Paid Rights on the premium listing segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange ("Admission of the Nil Paid Rights") will become effective, and dealings in the New Ordinary Shares, nil paid, on the London Stock Exchange's main market for listed securities will commence, at 8:00 a.m. on 28 September 2023 and that dealings in the New Ordinary Shares, fully paid, on the London Stock Exchange's main market for listed securities will commence at 8:00 a.m. on 13 October 2023.

You should read the whole of this document, including the information incorporated by reference into this document and any accompanying document. Your attention is drawn to the letter from the Chair of Synthomer, which is set out in Part V (Letter from the Chair of Synthomer plc) of this document and which contains a recommendation from the Board that you vote in favour of the Resolutions to be proposed at the General Meeting referred to below. Your attention is also drawn to the Risk Factors set out on pages 11 to 36 of this document and which include a discussion of certain risks and uncertainties that should be taken into account when considering the matters referred to in this document.

A Notice of a General Meeting of the Company, to be held at the Company's offices at 45 Pall Mall, London, SW1Y 5JG, United Kingdom is set out at the end of this document. You are asked to complete and return the enclosed Form of Proxy in accordance with the instructions printed on it as soon as possible and, in any event, so as to be received by the Company's registrar, Computershare Investor Services PLC, by not later than 12:30 p.m. on 21 September 2023 (or, in the case of an adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting). You may also submit your proxy electronically at www.investorcentre.co.uk/eproxy using the Control Number, Shareholder Reference Number and PIN on the Form of Proxy. You are encouraged to appoint the chair of the General Meeting as your proxy for the General Meeting. If you are a member of CREST you may be able to use the CREST electronic proxy appointment service. Proxies sent electronically must be sent as soon as possible and, in any event, so as to be received by not later than 12:30 p.m. on 21 September 2023 (or, in the case of an adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting).

Subject to, amongst other things, the passing of the Resolutions at the General Meeting, it is expected that Qualifying Non- CREST Shareholders (other than Excluded Shareholders) will be sent Provisional Allotment Letters on 27 September 2023, and that Qualifying CREST Shareholders (other than Excluded Shareholders) will receive a credit to their appropriate stock accounts in CREST in respect of the Nil Paid Rights to which they are entitled on 28 September 2023. The Nil Paid Rights so credited are expected to be enabled for settlement by Euroclear UK as soon as practicable after the Admission of the Nil Paid Rights.

Qualifying CREST Shareholders who are CREST sponsored members should refer to their CREST sponsors regarding the action to be taken in connection with this document and the Rights Issue.

The latest time and date for acceptance and payment in full for the New Ordinary Shares by holders of Nil Paid Rights is expected to be 11:00 a.m. on 12 October 2023. The procedures for delivery, acceptance and payment of Nil Paid Rights are set out in Part VII (Terms and Conditions of the Capital Reorganisation and the Rights Issue) of this document and, for Qualifying Non- CREST Shareholders only, also in the Provisional Allotment Letter. Qualifying CREST Shareholders should refer to section 4 (Action to be taken by Qualifying CREST Shareholders in relation to Nil Paid Rights or Fully Paid Rights in CREST) of Part VII (Terms and Conditions of the Capital Reorganisation and the Rights Issue) of this document.

Each of Goldman Sachs International ("Goldman Sachs"), J.P. Morgan Securities plc (conducting its UK investment banking activities as J.P. Morgan Cazenove) ("JP Morgan" or the "Sponsor"), Morgan Stanley & Co. International plc ("Morgan Stanley" and, together with Goldman Sachs and JP Morgan, the "Joint Global Coordinators") and Citigroup Global Markets Limited ("Citi" and, together with the Joint Global Coordinators, the "Underwriters") is authorised in the United Kingdom by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the FCA and the PRA. The Underwriters are each acting exclusively for Synthomer and are acting for no one else in connection with the Rights Issue and will not regard any other person as a client in relation to the Rights Issue and will not be responsible to anyone other than Synthomer for providing the protections afforded to their respective clients or clients of their respective affiliates, nor for providing advice in connection with the Rights Issue or any other matter, transaction or arrangement referred to in this document. Each of the Underwriters has given and not withdrawn their consent to the issue of this document with the inclusion of the reference to their respective names in the form and context in which they are included. Apart from the responsibilities and liabilities, if any, which may be imposed on each of JP Morgan and Morgan Stanley by FSMA or the regulatory regime established thereunder, neither the Underwriters nor any of their respective 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 for the contents of this document, including its accuracy, correctness or for any other statement made or purported to be made by it, or on its behalf in connection with Synthomer, the Rights Issue and any other matters referred to in this document and nothing in this document will be relied upon as a promise or representation in this respect, whether or not to the past or future. Save for the aforementioned responsibilities and liabilities, if any, which may be imposed under FSMA, each of the Underwriters, their respective subsidiaries, branches and affiliates accordingly disclaim all and any responsibility or liability, whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this document or any other statement.

Apart from the responsibilities and liabilities, if any, which may be imposed on the Underwriters by FSMA or the regulatory regime established thereunder, or under the regulatory regime of any other jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of the Underwriters, nor any of their respective affiliates, directors, officers, employees or advisers, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to contents of this document, including its accuracy, completeness or verification, or regarding the legality of any investment in the New Ordinary Shares, the Nil Paid Rights or the Fully Paid Rights by any person under the laws applicable to such person, or for any other statement made or purported to be made by the Company or on the Company's behalf, in connection with Synthomer, the New Ordinary Shares, the Nil Paid Rights, the Fully Paid Rights or the Rights Issue, and nothing in this document is, or shall be relied upon as, a promise or representation in this respect, whether as to the past, present or future. To the fullest extent permitted by law, the Underwriters and their respective affiliates, directors, officers, employees and advisers accordingly disclaim all and any duty, liability or responsibility whatsoever (whether direct or indirect and whether arising in contract, in tort, under statute or otherwise) which they might otherwise have in respect of this document or any such statement.

The Rights Issue has been fully underwritten (in respect of the Non-KLK Rights Issue Shares) by the Underwriters in accordance with the terms and subject to the conditions of the Underwriting Agreement, and (in respect of the KLK Rights Issue Shares) KLK. The Underwriters' obligations under the Underwriting Agreement are conditional upon certain matters being satisfied or not breached prior to Admission of the Nil Paid Rights. If these conditions are not satisfied or (where permitted) waived by Admission of the Nil Paid Rights, the Underwriting Agreement will terminate. After Admission of the Nil Paid Rights, none of the Underwriters has the right to unilaterally terminate the Underwriting Agreement.

In connection with the Rights Issue, the Underwriters and any of their respective affiliates may, in accordance with applicable legal and regulatory provisions, take up a portion of the New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights as a principal position and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own account in the securities of the Company and related or other securities and instruments (including New Ordinary Shares, Nil Paid Rights and Fully Paid Rights) and may offer or sell such securities other than in connection with the Rights Issue. Accordingly, references in this document to New Ordinary Shares, Nil Paid Rights and Fully Paid Rights being offered should be read as including any offering of New Ordinary Shares, Nil Paid Rights and Fully Paid Rights to any of the Underwriters or any of their respective affiliates acting in such capacity. In addition, certain of the Underwriters or their affiliates may enter into financing arrangements (including margin loans) with investors in connection with which such Underwriters (or their affiliates) may from time to time acquire, hold or dispose of New Ordinary Shares, Nil Paid Rights and Fully Paid Rights. Except as required by applicable law or regulation, the Underwriters do not propose to make any public disclosure in relation to such transactions.

Further to any contractual obligations that may be in place between the Company and the Underwriters, in the event that the Underwriters or their respective affiliates subscribe for New Ordinary Shares which are not taken up by Qualifying Shareholders, the Underwriters and their

respective affiliates may for a limited period co-ordinate disposals of such shares in accordance with applicable law and regulation. Except as required by applicable law or regulation, the Underwriters and their respective affiliates do not propose to make any public disclosure in relation to such transactions.

NOTICE TO OVERSEAS SHAREHOLDERS

This document does not constitute an offer of, or a solicitation to subscribe for or purchase, any securities in any jurisdiction in which such offer or solicitation is unlawful or to any person to whom it is unlawful to make such offer or solicitation. The Provisional Allotment Letters, the New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights have not been, and will not be, registered or qualified for distribution to the public under the relevant laws of any Excluded Territory and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into any Excluded Territory, except pursuant to an applicable exemption. Synthomer and the Underwriters do not make any representation to any offeree, subscriber or acquirer of the New Ordinary Shares, the Nil Paid Rights or the Fully Paid Rights regarding the legality of an investment in the New Ordinary Shares, the Nil Paid Rights or the Fully Paid Rights by such offeree, subscriber or acquirer under the laws applicable to such offeree, subscriber or acquirer. Each investor should consult with his or its own advisers as to the legal, tax, business, financial and related aspects of an investment in the New Ordinary Shares, the Nil Paid Rights or the Fully Paid Rights.

EXCEPT AS OTHERWISE PROVIDED FOR HEREIN, NEITHER THE PROVISIONAL ALLOTMENT LETTER NOR THIS DOCUMENT CONSTITUTES AN OFFER OF NEW ORDINARY SHARES, OR NIL PAID RIGHTS, OR FULLY PAID RIGHTS TO ANY PERSON WITH A REGISTERED ADDRESS, OR WHO IS LOCATED OR RESIDENT IN ANY EXCLUDED TERRITORY.

In addition, certain of the Underwriters or their affiliates are, or may in the future be, lenders, and in some cases agents or managers for the lenders, under certain of the Group's credit facilities and other credit arrangements or its affiliates. In their capacity as lenders, such lenders may, in the future, seek a reduction of a loan commitment to the Company or its affiliates, or impose incremental pricing or collateral requirements with respect to such facilities or credit arrangements, in the ordinary course of business. In addition, certain of the Underwriters or their affiliates that have a lending relationship with the Company may routinely hedge their credit exposure to the Company consistent with their customary risk management policies. A typical hedging strategy would include these Underwriters or their affiliates hedging such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in the Company's securities.

The Underwriters are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. The Underwriters and their respective affiliates have in the past performed commercial banking, investment banking and advisory services for the Group from time to time for which they have received customary fees and reimbursement of expenses and may, from time to time, engage in transactions with and perform services for the Group in the ordinary course of their business for which they may receive customary fees and reimbursement of expenses.

In the ordinary course of their various business activities, the Banks and their respective affiliates may hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (which may include bank loans and/or credit default swaps) in the Company and its affiliates for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments.

NOTICE TO US SHAREHOLDERS

The Provisional Allotment Letters, the New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or under any securities law of any state or other jurisdiction of the United States or the relevant laws of any other Excluded Territory and may not be offered, sold, taken up, pledged, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States, except pursuant to an applicable exemption. There will be no public offer of the Provisional Allotment Letters, the New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights in the United States.

The Provisional Allotment Letters, the New Ordinary Shares, the Nil Paid Rights, the Fully Paid Rights and this document have not been recommended, approved or disapproved by the United States Securities and Exchange Commission (the "SEC"), any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares, the Nil Paid Rights, the Fully Paid Rights or the accuracy or adequacy of the Provisional Allotment Letter or this document. Any representation to the contrary is a criminal offence in the United States.

The Underwriters may arrange for the offer of New Ordinary Shares in the United States not taken up in the Rights Issue only to persons reasonably believed to be "qualified institutional buyers" ("QIBs") within the meaning of Rule 144A under the US Securities Act ("Rule 144A") in reliance on an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. The New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights offered outside the United States are being offered in reliance on Regulation S under the US Securities Act ("Regulation S"). Prospective investors are hereby notified that sellers of the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares may be relying on the exemption from registration provisions under section 5 of the US Securities Act, provided by Rule 144A thereunder.

Subject to certain limited exceptions, neither this document nor the Provisional Allotment Letter constitutes, or will constitute, or forms part of any offer or invitation to sell, issue or apply for, or any solicitation of any offer to purchase, subscribe for, or take up entitlements to the New Ordinary Shares, Nil Paid Rights or Fully Paid Rights to any person with a registered address, or who is resident or located in, the United States. Notwithstanding the foregoing, the Nil Paid Rights may be offered and delivered to, and the Fully Paid Rights and the New Ordinary Shares may be offered to and acquired by, a limited number of Qualifying Shareholders whom Synthomer reasonably believes to be "qualified institutional buyers", in offerings exempt from the registration requirements of the US Securities Act. Any person in the United States who obtains a copy of this document or a Provisional Allotment Letter and who is not a QIB is required to disregard them. QIBs that satisfy Synthomer as to their status may exercise the Nil Paid Rights and the Fully Paid Rights by delivering a properly completed Provisional Allotment Letter to the Receiving Agent in accordance with the procedures set out in this document. Permitted US Shareholders must also complete, execute and return to Synthomer, a QIB Representation Letter as described in section 7.2 (United States) of Part VII (Terms and Conditions of the Capital Reorganisation and the Rights Issue) of this document, and may be required to make certain certifications in the Provisional Allotment Letter for the Nil Paid Rights and the Fully Paid Rights.

In addition, until 40 days after the commencement of the Rights Issue, an offer, sale or transfer of the Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters or the New Ordinary Shares within the United States by a dealer (whether or not participating in the Rights Issue) may violate the registration requirements of the US Securities Act.

NOTICE TO CANADIAN SHAREHOLDERS

No prospectus has been filed with any securities commission or similar regulatory authority in Canada in connection with the offer and sale of the New Ordinary Shares, Nil Paid Rights or Fully Paid Rights. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this document or on the merits of the New Ordinary Shares, Nil Paid Rights or Fully Paid Rights and any representation to the contrary is an offence. The New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights may not be offered, sold, taken up, pledged, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into Canada or to any person subject to the securities laws of Canada or any province or territory of Canada, except pursuant to an applicable exemption. There will be no public offer of the New Ordinary Shares, the Nil Paid Rights or the Fully Paid Rights in Canada.

The Underwriters may arrange for the offer in Canada of New Ordinary Shares not taken up in the Rights Issue only to a person or persons reasonably believed to be an "accredited investor", as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions ("NI 45-106") or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario) and a "permitted client" as such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations ("NI 31-103").

Any offer and sale of New Ordinary Shares not taken up in the Rights Issue in Canada is being made on a private placement basis and is exempt from the requirement that the issuer prepare and file a prospectus under applicable Canadian securities laws. Any resale of such New Ordinary Shares acquired by a Canadian investor in this offering must be made in accordance with applicable Canadian securities laws, which resale restrictions may under certain circumstances apply to resales of the New Ordinary Shares outside of Canada.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts ("NI 33-105"), this offering is conducted pursuant to an exemption from the requirement that Canadian investors be provided with certain underwriter conflicts of interest disclosure that would otherwise be required pursuant to subsection 2.1(1) of NI 33-105.

NOTICE TO SWISS SHAREHOLDERS

The New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights may not be publicly offered, sold or marketed, directly or indirectly, in or into Switzerland within the meaning of the Swiss Financial Services Act ("FinSA"), except under the following exemptions under FinSA: (i) to any investor that qualifies as a professional client within the meaning of FinSA; (ii) to fewer than 500 investors that are not professional investors; or (iii) in any other circumstances falling within Article 36 of FinSA, provided, in each case, that no such offer of the New Ordinary Shares, the Nil Paid Rights or the Fully Paid Rights referred to in (i) through (iii) above shall require the publication of a prospectus pursuant to FinSA.

The New Ordinary Shares have not been and will not be admitted to trading on any trading venue in Switzerland.

Neither this document nor any other marketing or offering material relating to the New Ordinary Shares, Nil Paid Rights, or Fully Paid Rights constitutes a prospectus within the meaning of FinSA. This document has not been and will not be filed with, or reviewed or approved by, a Swiss review authority, and does not comply with the disclosure requirements applicable to a prospectus within the meaning of FinSA. Neither this document nor any other offering or marketing material relating to the New Ordinary Shares, Nil Paid Rights, or Fully Paid Rights may be distributed or otherwise made available in Switzerland in a manner which would require the publication of a prospectus in Switzerland pursuant to FinSA.

NOTICE TO ALL INVESTORS

Any reproduction or distribution of this document, in whole or in part, and any disclosure of its contents or use of any information contained in this document for any purpose other than considering an investment in the New Ordinary Shares, the Nil Paid Rights or the Fully Paid Rights is prohibited. By accepting delivery of this document, each offeree of the New Ordinary Shares, the Nil Paid Rights or the Fully Paid Rights agrees to the foregoing. The distribution of this document and/or the Provisional Allotment Letters and/or the transfer of the New Ordinary Shares, the Nil Paid Rights and/or the Fully Paid Rights into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws or regulations of such jurisdictions. In particular, subject to certain exceptions, such documents should not be distributed, forwarded to or transmitted in or into any of the Excluded Territories. The New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights are not transferable, except in accordance with, and the distribution of the Provisional Allotment Letters and this document are subject to, the restrictions set out in section 7 (Overseas Shareholders) of Part VII (Terms and Conditions of the Capital Reorganisation and the Rights Issue). No action has been taken by the Company or by the Underwriters that would permit an offer of the New Ordinary Shares or rights thereto or possession or distribution of the Provisional Allotment Letters or this document or any other offering or publicity material or the Nil Paid Rights, or the Fully Paid Rights in any jurisdiction where action for that purpose is required, other than in the United Kingdom.

The contents of this document are not to be construed as legal, business or tax advice. Each prospective investor should consult their own legal, financial or tax adviser for legal, financial or tax advice. In making an investment decision, each investor must carry out their own examination, analysis and enquiry of the Company and the terms of the Rights Issue, including the merits and risks involved.

None of Synthomer or the Underwriters, nor any of their respective affiliates, directors, officers, employees or advisers, is making any representation to any offeree, subscriber or acquirer of the New Ordinary Shares, the Nil Paid Rights or the Fully Paid Rights regarding the legality of an investment in the New Ordinary Shares, the Nil Paid Rights or the Fully Paid Rights by such offeree, subscriber or acquirer under the law applicable to such offeree, subscriber or acquirer. Each investor should consult with his or its own advisers as to the legal, tax, business, financial and related aspects of an investment in the New Ordinary Shares, the Nil Paid Rights or the Fully Paid Rights.

The investors also acknowledge that: (i) they have not relied on the Underwriters or any person affiliated with the Underwriters in connection with any investigation of the accuracy of any information contained in this document or their investment decision; (ii) they have relied only on the information contained in this document and (iii) no person has been authorised to give any information or to make any representation concerning the Company or its subsidiaries or the New Ordinary Shares, the Nil Paid Rights, the Fully Paid Rights or the Rights Issue (other than as contained in this document) and, if given or made, any such other information or representation should not be relied upon as having been authorised by the Company or the Underwriters.

NOTICE TO DISTRIBUTORS

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary Shares are: (a) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (b) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, "distributors" (for the purposes of the UK Product Governance Requirements) should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the offer of New Ordinary Shares. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (i) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of Business Sourcebook; or (ii) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to, the New Ordinary Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

Without limitation, the contents of the Group's websites (other than the information as set out in Part XIV (Documents Incorporated by Reference)) do not form part of this document.

Capitalised terms have the meanings ascribed to them in the schedule to this document entitled "Definitions".

The date of this document is 7 September 2023.

TABLE OF CONTENTS

SUMMARY

2

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

9

PART I RISK FACTORS

11

PART II IMPORTANT NOTICES

37

PART III RIGHTS ISSUE STATISTICS

42

PART IV DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS . .

43

PART V LETTER FROM THE CHAIR OF SYNTHOMER PLC

45

PART VI QUESTIONS AND ANSWERS ABOUT THE CAPITAL REORGANISATION AND THE

RIGHTS ISSUE

56

PART VII TERMS AND CONDITIONS OF THE CAPITAL REORGANISATION AND THE

RIGHTS ISSUE

66

PART VIII BUSINESS AND MARKET OVERVIEW

98

PART IX HISTORICAL FINANCIAL INFORMATION

124

PART X OPERATING AND FINANCIAL REVIEW

125

PART XI UNAUDITED PRO FORMA FINANCIAL INFORMATION

154

PART XII TAXATION

158

PART XIII ADDITIONAL INFORMATION

170

PART XIV DOCUMENTS INCORPORATED BY REFERENCE

188

DEFINITIONS

190

NOTICE OF GENERAL MEETING

198

1

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Synthomer plc published this content on 07 September 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 September 2023 12:18:01 UTC.