Synthomer Plc

• We advised Synthomer, a leading global producer of high-performance speciality chemical products, on its Rights Issue to raise gross proceeds of approximately £276 million. • Market capitalisation of c. £390 million at Launch.
• The purpose of the Rights Issue was to support a reduction of group leverage and provide stronger foundations to focus on delivering Synthomer’s speciality solutions strategy.
• The Rights Issue was fully underwritten and also supported by Synthomer’s major shareholder, Kuala Lumpur Kepong Berhad Group, who irrevocably committed to take up its full Rights Issue entitlement.

Synthomer is a global speciality chemical company headquartered in the UK and focused on three core end-markets: coatings and construction; adhesives; and health and protection. Speciality chemicals are value-add products manufactured using polymerisation and other reactive processes to transform commodity raw materials into polymers and other complex chemical outputs that are used by customers in a variety of downstream industries including the healthcare, consumer goods and construction sectors.

With strong geographic diversity and product differentiation, the Group is a major player in a wide range of international markets including coatings, construction, textiles, paper and healthcare.

Synthomer’s history can be traced back to 1863 and it was listed on the London Stock Exchange in 1971.

• We advised and assisted Synthomer with its preliminary fundraising structuring considerations.
• We advised Synthomer on all aspects of the Rights Issue which involved amongst other matters, the production of a prospectus and management of the FCA approval process, negotiation of underwriting arrangements and the coordination and negotiation with a number of other stakeholders, including the banking and underwriting syndicate, investors and local counsel.
• We advised Synthomer on the participation of Synthomer’s major shareholder, Malaysian-based Kuala Lumpur Kepong Berhad Group (who irrevocably committed to take up its full Rights Issue entitlement), including matters relating to the Takeover Code.
• We also advised Synthomer on a strategic capital reorganisation to take place immediately prior to the Rights Issue, involving a combination of a reduction in nominal value and consolidation of Synthomer’s existing share capital.

This transaction represented an important opportunity for Synthomer to strengthen foundations in order to focus on delivering its speciality solutions strategy. We were delighted to support the Synthomer team (led by Anant Prakash, Chief Counsel and Company Secretary) leveraging our experience in the chemicals industry and other similar equity raise transactions. We look forward to continuing our relationship with Synthomer moving forwards.