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Not for Release, Publication Or Distribution In NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE 6 December 2020 Rejection of the revised conditional proposal from Minerals Technologies The Board of Elementis plc (“Elementis” or the “Company”) announces that at the end of the day on 4 December 2020 it received a revised conditional proposal from Minerals Technologies Inc. (“Minerals Technologies”) in relation to a possible cash offer for Elementis at 130 pence per Elementis share (the “Proposal”). In its letter, Minerals Technologies stated that “it is the best proposal that Minerals Technologies is able to make absent meaningful engagement from the Elementis Board and access to non-public information” and requested a response by 5 p.m. GMT on Sunday, 6 December 2020. The Board has now received three conditional proposals from Mineral Technologies. On receipt of the first proposal on 5 November 2020, the Board of Elementis, together with its management and advisers, conducted a thorough review to assess the fundamental value of Elementis as well as the likely value to be created by the continued delivery of its strategy. In addition, the Board evaluated the share price levels at which it believed its shareholders would consider a proposal to be attractive. This valuation framework has continued to be tested and revised at every stage by the Board and its advisers, including taking into account shareholder feedback since the approach from Minerals Technologies became public. Having concluded its evaluation, on 10 November 2020 the Board rejected the first proposal from Minerals Technologies at 107 pence per Elementis share. The second proposal at 117 pence per Elementis share on 24 November 2020 was, as a result of this process, also swiftly rejected. The Board promptly convened and considered this latest proposal in detail, taking into account the established valuation framework. The Board concluded that the Proposal falls significantly short of value that would merit engagement and access to the Company’s non-public information, despite the continued opportunistic bidding tactics of Minerals Technologies. The Board would like to emphasise that it is focused on maximising value for shareholders and would always consider engagement at a level that appropriately reflects the fair value of Elementis. Given that the Proposal continues to significantly undervalue Elementis and its future prospects, the Board unanimously rejected the Proposal. In the Board’s assessment, the Proposal: 1. Fails to recognise Elementis’ differentiated, high quality assets that merit a premium multiple 2. Is highly opportunistic, coming at a low point of earnings and value 3. Ignores Elementis’ clear strategy to create value for its shareholders 4. Significantly undervalues Elementis and its future prospects Andrew Duff, Chairman of Elementis, said: “Elementis has refocused its business and built strong market positions in three high margin specialist sectors with strong underlying growth. We have a clear strategy to capture this growth and profitability and we are confident that this will deliver significant value for our shareholders. It is the quality of these businesses that has attracted Minerals Technologies. As a Board, we are fully aware of our responsibility to create and capture value for our shareholders, but this ‘best offer’ falls well short of that threshold for us to engage.” Strictly Confidential 1. The proposal fails to recognise Elementis’ high quality assets that merit a premium multiple • Elementis is the owner of differentiated resources with high scarcity value, including the world’s only commercially viable high quality rheology grade hectorite mine • Over 80%1 of earnings are now from the premium performance additives businesses of Personal Care, Coatings and Talc as a result of significant refocusing of the group ‒ These businesses benefit from fundamentally attractive high margins and GDP+ growth 2. The proposal is highly opportunistic, coming at a low point of earnings and value • Comes at a low point for the share price due to the impact of COVID-19 and the industrial cycle ‒ Significantly below the 2019 year end closing share price of Elementis of 179 pence 2 • Adjusted operating profit achieved over the last twelve months is impacted by short-term COVID- 19 headwinds and the industrial cycle and is not reflective of the business fundamentals ‒ c. 20% below the 2018 level for the Personal Care, Coatings and Talc businesses 3 ‒ c. 70% below the 2018 level for the Chromium business 4 3. The proposal ignores Elementis’ clear strategy to create value for its shareholders • Growth – attractive end markets enhanced by over $100m5 of further identified revenue growth opportunities and improving overall business mix from new product and innovation pipeline • Innovation – enriching product mix with significantly improved distinctiveness, materiality and speed • Efficiency – $10m of supply chain benefits in 2021 underpinned by Charleston closure and new India plant on track for ramp up in 2021 and fully qualified by 2022 • Medium term objectives unchanged ‒ 17% adjusted operating profit margin: driven by COVID-19 recovery, growth and efficiency ‒ 90% plus operating cash conversion: consistent with 5 year average track record ‒ Reduce leverage to <1.5x net debt / EBITDA in the mid term: significant debt reduction expected by year end • High level of confidence in these objectives which are expected to drive equity value for Elementis’ shareholders 4. The proposal significantly undervalues Elementis and its future prospects • Personal Care, Coatings and Talc businesses have achieved an average adjusted operating profit margin of c. 15% over the last three years6. Our medium term Group adjusted operating profit margin objective is 17% • Specialty chemicals companies in the approximately 14%-17% margin range currently trade at c.17- 19x EV/EBITA 2021E7 • Applying this range to average operating profit for Elementis’ Personal Care, Coatings and Talc businesses over the last three years implies a valuation of 163 to 190 pence per Elementis share8 ‒ This excludes Chromium which could be valued at an additional c. 35 pence per Elementis share9 • In total, including Chromium, this illustratively implies a valuation of c. 200+ pence per Elementis share as Elementis delivers on its medium term objectives Strictly Confidential Reject the Minerals Technologies’ proposal and take absolutely no action. The Board believes: • The timing of the proposal to be highly opportunistic, the proposal comes at a low point due to the impact of COVID-19 and the industrial cycle and fails to reflect expected earnings growth based on investments made • Elementis has a bright future as an independent company. The Company has a clear and compelling strategy to create value and the Board has a high level of confidence that Elementis will achieve its medium term performance objectives • The proposal significantly undervalues Elementis and its future prospects and is at a significant discount to a fair valuation • The proposal is not in the interests of Elementis’ shareholders and other stakeholders Trading update Trading in Q4 continues to be resilient and in line with our expectations. Whilst demand continues to be impacted by COVID-19, sales in October and November have shown sequential progress versus Q3. The recently announced closure of the Charleston plant further underpins delivery of $10m annual supply chain savings in 2021. The Group remains on track to deliver a significant reduction in net debt by year end 2020, as announced previously. A presentation for analysts and investors will be made available on Elementis’ website at: www.elementis.com/possible-offer-minerals-technologies-inc The presentation will also be made available via RNS. Enquiries Elementis plc Investor Contact James Curran +44 (0)207 067 2999 Rothschild & Co Ravi Gupta / Yuri Shakhmin +44 (0)207 280 5000 J.P. Morgan Cazenove Richard Perelman / Celia Murray +44 (0)207 742 4000 Numis Securities Limited Mark Lander / George Price +44(0)207 260 1000 Tulchan Communications Martin Robinson / Olivia Peters +44(0)20 7353 4200 Important notes There can be no certainty either that an offer will be made nor as to the terms of any offer, if made. A further announcement will be made when appropriate. For the purposes of Rule 2.5(a) of the Code, this announcement has not been made with the consent of Minerals Technologies. Strictly Confidential In accordance with Rule 2.6(a) of the Code, Minerals Technologies is required, by not later than 5.00 p.m. on 10 December 2020, to either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for the Company, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Code. Disclosure requirements of the Code Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s).
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