NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY NOTES

SYNTHOMER PLC
NOTICE OF TENDER OFFER

THIS ANNOUNCEMENT IS INTENDED FOR HOLDERS OF THE SENIOR NOTES DUE 2025 HELD IN THE REGULATION S GLOBAL NOTE BEARING ISIN NUMBER XS2194288390 (COMMON CODE: 219428839)

Synthomer PLC (the "Company") offers to purchase for cash its outstanding Senior Notes due 2025 held in the Regulation S global notes bearing ISIN number XS2194288390 (Common Code: 219428839) (the "Notes") issued by the Company, up to the Maximum Acceptance Amount (as set forth below) and subject to the Financing Condition and the other terms and conditions set forth below.

April 9, 2024 - the Company announces today that it is offering to purchase for cash up to the Maximum Acceptance Amount (as set forth below and which may be increased or decreased at the Company's sole and absolute discretion) of its outstanding Notes (the "Tender Offer"), as further described in the tender offer memorandum dated as of the date hereof (the "Tender Offer Memorandum"). Capitalized terms used herein but not otherwise defined are as set forth in the Tender Offer Memorandum.

The Tender Offer begins on the date hereof and will expire at 4:00 p.m., London time, on April 16, 2024, unless extended or earlier terminated by the Company (such time and date, as the same may be extended, the "Expiration Deadline"). Noteholders must validly tender their Notes, and not validly withdraw their Notes, at or prior to the Expiration Deadline in order to receive the Purchase Price (as set forth below) and Accrued Interest (as defined below) on the Payment Date (as defined below).

Subject to a tender of the Notes in minimum principal amounts of €100,000 and multiples of €1,000 thereafter, the amount in cash to be paid to each Noteholder for the Notes accepted for purchase will be an amount (rounded to the nearest €0.01 with €0.005 rounded upwards) equal to: (i) the aggregate amount of the Notes of such Noteholder accepted for purchase pursuant to the Tender Offer at the purchase price (the "Purchase Price") of €1,000 per €1,000 aggregate principal amount of Notes accepted; plus (ii) amounts for accrued and unpaid interest up to but not including the Payment Date (as defined herein) on the Notes which are accepted for purchase in the Tender Offer ("Accrued Interest").

The "Payment Date" will be promptly after the Expiration Deadline in respect of any Notes that are (i) validly tendered (and not validly withdrawn) at or prior to the Expiration Deadline and (ii) accepted for purchase in accordance with the terms hereof. The Payment Date is expected to be no later than April 19, 2024, unless otherwise extended, amended or terminated.

The aggregate cash consideration (excluding any Accrued Interest payments) to be paid by the Company (the "Aggregate Tender Consideration") to purchase the aggregate nominal amount (if any) of Notes validly tendered pursuant to the Tender Offer that the Company decides, in its sole and absolute discretion, to accept for purchase (the "Final Acceptance Amount"), may be more or less than the initial Maximum Acceptance Amount (as set forth below and as decided in the Company's sole and absolute discretion).

The Company is commencing the Tender Offer as part of a refinancing transaction in connection with the Company's expected issuance of senior notes on or prior to the Payment Date (the "New Notes"), in an amount and on terms and conditions reasonably satisfactory to the Company (the "New Issuance"). The proceeds of the New Notes, together with cash on balance sheet, will be used (i) to complete the Tender Offer or otherwise repurchase the Notes (the "Refinancing"), including the payment of accrued and unpaid interest and (ii) to pay the fees and expenses in connection with the New Issuance and the Refinancing.

The Company will, in connection with the allocation of the New Notes, consider among other factors whether or not the relevant investor seeking an allocation of the New Notes has, prior to such allocation, validly tendered or given a firm intention to the Company or the Dealer Managers that they intend to tender their Notes pursuant to the Tender Offer and, if so, the aggregate principal amount of Notes tendered or intended to be tendered by such investor. Therefore, a Noteholder who wishes to subscribe for New Notes in addition to validly tendering its Notes for purchase pursuant to the Tender Offer may be eligible to receive, at the sole and absolute discretion of Company, priority in the allocation of the New Notes, subject to the issue of the New Notes and such Noteholder also making a separate application for the purchase of such New Notes to the Dealer Managers (in their capacity as a manager of the issue of the New Notes) (the "New Issue Priority").

However, the Company is not obliged to allocate the New Notes to a Noteholder who has validly tendered or indicated a firm intention to tender Notes pursuant to the Tender Offer and, if New Notes are allocated, the principal amount thereof may be less or more than the principal amount of Notes tendered by such holder and accepted by the Company pursuant to the Tender Offer. Any such allocation will also, among other factors, take into account the denomination of the New Notes (being €100,000).

Noteholders that wish to tender their Notes for purchase pursuant to the Tender Offer in addition to subscribing for New Notes can receive (at the Company's sole and absolute discretion) priority of acceptance in the Tender Offer through the use of a unique reference number obtained from the Dealer Managers (the "Acceptance Code"), subject to the successful completion (in the sole determination of the Company) of the offering of the New Notes and the completion of the Tender Offer.

A Noteholder can obtain such an Acceptance Code by contacting the Dealer Managers, the contact details for which are on the last page of the Tender Offer Memorandum. The receipt of an Acceptance Code in conjunction with the issue of the New Notes does not constitute acceptance of a tender of Notes for purchase pursuant to the Tender Offer by the Company.

The Tender Offer is conditioned, amongst other conditions, on the "Financing Condition," which is the issuance by the Company of the New Notes, on or prior to the Payment Date, in an amount and on terms and conditions reasonably satisfactory to the Company. There can be no assurance that the Company will be able to complete the New Issuance and satisfy the Financing Condition.

The Tender Offer is subject to the terms and conditions set forth in the Tender Offer Memorandum, including the Financing Condition and certain other customary conditions.

(1)   The Outstanding Principal Amount comprises the Notes, which were originally sold pursuant to Regulation S under the Securities Act (ISIN: XS2194288390; Common Code: 219428839), and does not include the notes issued under the Indenture (as defined herein) and originally sold pursuant to Rule 144A under the Securities Act (ISIN: XS2194288630; Common Code: 219428863) (the "Rule 144A Notes"), if any.  There can be no assurance that the Outstanding Principal Amount continues to be held pursuant to the Regulation S global notes. For the avoidance of doubt, the Tender Offer being made pursuant to the Tender Offer Memorandum is only being made in respect of the Notes which are held pursuant to Regulation S under the Securities Act.

Below is an indicative timetable providing information with respect to the expected dates and times for the Tender Offer. The timetable is subject to change, and dates and times may be extended, amended or terminated by the Company as described in the Tender Offer Memorandum.

The Company will only accept tenders with respect to the Notes, which are held in the Regulation S global notes bearing ISIN number XS2194288390 (Common Code: 219428839).  The Company will not accept tenders with respect to Rule 144A Notes. Each Noteholder participating in the Tender Offer will represent that it is not a U.S. Person and it is not located and it is not resident in the United States and is not participating in the Tender Offer from the United States or it is acting on a non-discretionary basis for a principal who is not a U.S. Person and is located and resident outside the United States that is not giving an order to participate in the Tender Offer from the United States. For the purposes hereof, "United States" means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

Citigroup Global Markets Limited, Goldman Sachs Bank Europe SE and HSBC Bank plc are acting as "Dealer Managers" for the Tender Offer. In connection with the Tender Offer, Citibank, N. A., London Branch has been appointed as tender agent (in such capacity, the "Tender Agent"). Holders with questions about the Tender Offer should contact the Dealer Managers or the Tender Agent. Any extension, amendment or termination of the Tender Offer shall be published by the Company by press release or notice to the Tender Agent.

None of the Company, the Dealer Managers, the Tender Agent or any of their respective affiliates are making any recommendations to the Noteholders as to whether to tender or refrain from tendering their Notes in the Tender Offer. Noteholders must decide how many Notes they will tender, if any.

Noteholders who have Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact, and issue appropriate instructions to, such broker, dealer, commercial bank, trust company or other nominee if such Noteholder desires to tender those Notes. The deadlines set by the clearing systems for submission of tender instructions may be earlier than the relevant deadlines specified in the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum can be obtained by eligible Noteholders from the Tender Agent at the telephone number below.

None of the Company, the Trustee, the Dealer Managers or the Tender Agent makes any recommendation as to whether you should tender any or all of your Notes. This announcement is not an offer to purchase any Notes or a solicitation of an offer to sell any Notes. The Tender Offer is being made solely by means of the Tender Offer Memorandum.