TIDMW7L
RNS Number : 2806W
Warpaint London PLC
13 November 2017
THIS ANNOUNCEMENT IS RESTRICTED AND IT IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OF ITS TERRITORIES,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR AUSTRALIA OR ANY
OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION (EU) 596/2014. ON PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN.
13 November 2017
Warpaint London PLC
("Warpaint", the "Company" or the "Group")
Acquisition of Retra Holdings Limited
And
Placing of up to 11,157,894 new ordinary shares by way of an
accelerated bookbuild to raise up to GBP21.2 million
Warpaint London PLC (AIM: W7L), the specialist supplier of
colour cosmetics and owner of the W7 brand, is pleased to announce
the proposed acquisition of Retra Holdings Limited ("Retra") and a
placing ("Placing") of up to 11,157,894 new ordinary shares at a
price of 190p per ordinary share of 25p each ("Ordinary Share") by
way of an accelerated bookbuild to raise up to GBP21.2 million.
Highlights
-- Agreement for the acquisition of Retra (the "Acquisition")
for a maximum consideration of GBP18.2 million to be satisfied from
the proceeds of the Placing and the issue of 1,052,631
Consideration Shares to certain of the Vendors of Retra
-- Retra is a UK colour cosmetics business with a significant
focus on the gifting market (51% of sales in 2016) principally for
high street retailers and supermarkets including Boots, Superdrug
and Asda
-- Retra owns three major brands: Technic, Body Collection and
Man's Stuff, in addition to white label cosmetics produced for
several major high street retailers including Asda and Matalan
-- Retra recorded profit before tax of GBP2.3 million on sales
of GBP17.5 million in the year to 31 December 2016
-- The Acquisition is expected to be immediately earnings
enhancing before anticipated (but not quantified) synergies
-- Placing of up to 11,157,894 new Ordinary Shares at 190p per
Ordinary Share to be implemented by an accelerated bookbuild by
Stockdale acting as bookrunner to raise up to GBP21.2 million
-- The Placing and the Acquisition are subject to the passing of
resolutions at a general meeting of the Company to authorise the
Directors to allot and issue the Placing Shares and the
Consideration Shares on a non-pre-emptive basis
-- The Directors of Warpaint have indicated that they intend to
participate in the Placing for a total of up to GBP670,000
-- Early indications of interest from institutional investors
have shown strong support for the Placing
-- Over 94% of the Consideration Shares to be locked-in for 12 months
Commenting, Sam Bazini and Eoin Macleod, Joint Chief Executives
of Warpaint, said: "We are very pleased to announce the proposed
acquisition of Retra. This acquisition will provide Warpaint with
access to new customers and suppliers, increased numbers of product
development personnel and additional exposure to the gifting
market, an area of increasing focus for Warpaint.
"The Acquisition will help to accelerate Warpaint's growth both
domestically and internationally. We look forward to welcoming the
Retra team into Warpaint and combining the businesses to derive new
opportunities and synergies.
"Warpaint remains on track to meet management expectations this
year and we look forward to the future with confidence."
Enquiries:
Warpaint London PLC
Sam Bazini - Joint Chief Executive
Officer
Eoin Macleod - Joint Chief Executive
Officer 020 3053
Neil Rodol - Chief Financial Officer 8671
Stockdale Securities Limited (Nominated
Adviser and Broker)
Andy Crossley, Antonio Bossi, Ed
Thomas - Corporate Finance 020 7601
Fiona Conroy - Corporate Broking 6100
IFC Advisory Limited (Financial
PR & IR)
Tim Metcalfe
Graham Herring
Heather Armstrong 020 3053
Miles Nolan 8671
About Warpaint London PLC
Warpaint London is a colour cosmetics business, based in Iver,
Buckinghamshire. It is made up of two divisions: close-out and
own-brand. The second and larger own-brand division consists
primarily of the Group's flagship brand, W7 - an extremely
creative, design-focused cosmetic brand proposition with a focus on
the 16-30 age range, delivering high-quality cosmetics at
affordable prices. The W7 brand has grown organically since its
inception in 2002 and now contains over 500 items which are sold
into high street retailers and independent beauty shops across the
UK, Europe, Australia and the US. In 2016, W7 was supplied to over
250 customers in more than 50 countries.
Acquisition of Retra Holdings Limited ("Retra")
And
Placing of up to 11,157,894 new ordinary shares by way of an
accelerated bookbuild to raise up to GBP21.2 million
1. Introduction
The Company announces that it has agreed terms for the
acquisition of Retra, a UK colour cosmetics company based in
Yorkshire, for a maximum consideration of GBP18.2 million.
Warpaint also announces the Placing of up to 11,157,894 new
Ordinary Shares to raise up to GBP21.2 million at a price of 190p
per Ordinary Share. The Placing will be implemented via an
accelerated bookbuild process (the "ABB") which will be carried out
by Stockdale acting as bookrunner. The ABB will open immediately
and Appendix I to this Announcement contains the terms and
conditions of the Placing. Members of the public are not eligible
to take part in the Placing.
The Placing will be subject to approval of the Resolutions to
grant the Directors authorities to allot and issue the Placing
Shares and the Consideration Shares at the General Meeting of
Shareholders which is being convened for 29 November 2017.
Completion of the Acquisition and settlement and Admission to
trading on AIM of the Placing Shares and the Consideration Shares
are expected to occur on 30 November 2017.
Retra is a colour cosmetics business focusing on the gifting
market (51% of sales in 2016) principally for high street retailers
and supermarkets including Boots, Superdrug and Argos. Retra owns
three major brands: Technic, Body Collection and Man's Stuff. It
also produces white label cosmetics for several major high street
retailers including Asda and Matalan.
Retra recorded profit before tax of GBP2.3 million on sales of
GBP17.5 million in the year to 31 December 2016.
The consideration payable to the Vendors for the entire issued
and to be issued share capital of Retra will be a maximum of
GBP18.2 million. This is comprised of a maximum of GBP16.2 million
payable in cash on Completion from the proceeds of the Placing and
GBP2.0 million to be satisfied by the issue of 1,052,631 new
Ordinary Shares.
Subject to the Resolutions being passed at the General Meeting,
Completion of the Acquisition, Admission and the commencement of
dealings in the Placing Shares and the Consideration Shares on AIM
are expected to occur at 8.00 a.m. on 30 November 2017.
2. Background to and reasons for the Acquisition and Placing
The Directors believe that the Acquisition presents an
opportunity to accelerate the growth of Warpaint through the
acquisition of an established UK business which will be highly
complementary in terms of products, customer relationships and
geographic spread and will provide both Warpaint's and Retra's
businesses with access to new distribution channels. It will also
expand the range of products and customer segments targeted,
including men and older consumers.
Retra will provide Warpaint with a significantly increased
customer base, with limited overlap between Retra's and Warpaint's
existing customer bases. In particular, Retra distributes through
UK supermarkets, grocery stores and high street health and beauty
shops including Boots, Superdrug and Asda which are currently
unserved by Warpaint.
Retra has a strong sales and new product development team which
will support the growth of the Enlarged Group.
The Acquisition is expected to be immediately earnings
enhancing, before any benefits of anticipated, but not quantified,
synergies are considered.
The net proceeds of the Placing will, in addition to satisfying
the cash consideration payable for the Acquisition, be used in part
to reduce Retra's reliance on its current funding arrangements and
the Enlarged Group is as a result expected to remain net debt
free.
3. Information on Retra
Retra, which is based in Silsden, West Yorkshire, was acquired
by its current owners in 2006 and has grown from sales of c.GBP5
million in 2007 to c.GBP17.5 million in the year to 31 December
2016.
It has 56 employees including around 10 overseas staff based at
its offices in Germany, Hong Kong and China. Whilst Retra trades
principally in colour cosmetics including gift sets which
represented 51% of sales in 2016, it has recently diversified into
bath, tanning and men's grooming products and accessories.
Gift sets comprise packaged cosmetic and bath & body
collections, with significant focus on the Christmas market; this
segment has recently been a strong growth area for Warpaint. Orders
for Christmas gift sets are typically placed in Q1 and Q2 each year
providing visibility over H2 trading.
Exports represented 42% of Retra's sales in 2016 and were mainly
to Europe (37%). Retra has no current presence in Australia
(Warpaint's largest export market) and its US business is
relatively undeveloped.
Retra owns three major brands, which make up most of its core
branded product offering and are sold as "singles" and through gift
sets:
- Technic - flagship colour cosmetics and makeup accessories
brand, with over 300 products in its range
- Body Collection - more traditional cosmetics and body range
- Man's Stuff - new male grooming range covering products from
shower gels and shampoo to beard oils and shaving gels.
White label cosmetic and toiletry ranges, which represented 10%
of Retra's sales in 2016, are supplied to several major high street
retailers, including Asda and Matalan.
Financial information
The trading record of Retra for the two years ended 31 December
2015 and 31 December 2016 as extracted from Retra's financial
statements is summarised below:
Retra Holdings Ltd
Year ended Year ended
31 Dec 2016 31 Dec 2015 Growth %
------------------ ------------- ------------- ---------
Revenue GBP17.5m GBP12.4m 41.2%
Gross Profit
Margin 33.0% 30.0%
Operating Profit GBP2.7m GBP0.9m 203.8%
Operating Margin 15.6% 7.2%
Profit before
tax GBP2.3m GBP0.3m 705.2%
Net cash / (debt) GBP(5.4)m GBP(5.2)m
------------------ ------------- ------------- ---------
4. Terms of the Acquisition
The Acquisition will be made pursuant to the Sale and Purchase
Agreements. Under these, the Company has agreed to acquire the
entire issued and to be issued share capital of Retra for a total
consideration comprising GBP16.2 million in cash and the issue of
the Consideration Shares (except that, if EBITDA 2017 is less than
GBP2.85 million, the Vendors must pay to Warpaint six times the
amount by which EBITDA 2017 is less than GBP3 million, thereby
reducing the cash element of the total consideration). Under the
Share Purchase Agreements, the Acquisition is conditional, inter
alia, on the Placing being successfully completed, the Resolutions
being passed at the General Meeting and Admission. The Share
Purchase Agreements contain usual warranties in relation to Retra
in favour of Warpaint and certain restrictive covenants on the part
of some of the Vendors.
Kai Arter and Linda Arter (who are receiving over 94% of the
Consideration Shares) have each agreed to enter into a lock-in
agreement pursuant to which they have undertaken to the Company and
Stockdale that, subject to certain limited exceptions, they will
not sell or otherwise dispose of, or agree to sell or dispose of,
any of their respective interests in the Ordinary Shares held by
them and their connected persons at any time during the period of
12 months following Admission. In addition, certain orderly market
provisions will apply for a further period of 12 months after
expiry of the 12 month lock-in period.
5. Details of the Placing
The Company is proposing to raise up to GBP21.2 million (before
expenses) through the issue of the Placing Shares at the Placing
Price in order to fund the cash portion of the consideration, being
a maximum of GBP16.2 million, the transaction expenses and in order
to reduce Retra's reliance on its current funding arrangements. The
Placing Price represents a discount of approximately 8 per cent. to
the closing mid-market price of 206.5p per Ordinary Share on 10
November 2017, being the Last Practicable Day prior to the
publication of this announcement. The Placing Shares will represent
approximately 15 per cent. of the Enlarged Share Capital.
Stockdale has entered into the Placing Agreement with the
Company whereby Stockdale has agreed, as agent for and on behalf of
the Company, to use its reasonable endeavours to procure
subscribers for the Placing Shares at the Placing Price
conditionally upon, inter alia:
a. the Placing Agreement becoming unconditional and not being
terminated by Stockdale in accordance with its terms; and
b. Admission of the Placing Shares and the Consideration Shares
becoming effective by not later than 8.00 a.m. on 30 November 2017
(or such later time and/or date as Stockdale and the Company may
agree, but not later than 8.00 a.m. on 22 December 2017).
Stockdale may in its absolute discretion waive the conditions
referred to above, other than that relating to Admission.
Under the Placing Agreement, certain warranties have been given
by the Company to Stockdale concerning, inter alia, the accuracy of
this Announcement, the Circular and the presentation to potential
investors (together, the "Placing Documents"), the affairs of the
Company and certain taxation and other matters, and certain
indemnities have been given by the Company in relation to
Stockdale's involvement in the Placing and Admission.
The Placing Agreement will be capable of being terminated by
Stockdale at its absolute discretion at any time before Admission
if, inter alia, (i) any statement in the Placing Documents has
become untrue, inaccurate or misleading or matters have arisen
which would, if the Placing Documents were issued at that time,
constitute an omission from them; or (ii) there has been a breach
of any of the warranties in the Placing Agreement; or (iii) there
have occurred certain events, as specified in the Placing
Agreement, which would render any of the warranties materially
untrue or incorrect, and certain other force majeure events which
in the reasonable opinion of Stockdale has or will or is likely to
have an adverse effect on the financial or trading position or the
business or prospects of the Company and its subsidiaries which is
material in the context of the Group as a whole or which renders
the Placing impracticable or inadvisable.
The terms and conditions of the Placing, upon which Stockdale
will use its reasonable endeavours to procure subscribers for
Placing Shares, are set out in Appendix 1 to this Announcement.
For the avoidance of doubt, Stockdale is not underwriting the
Placing.
6. Warpaint's current trading
Warpaint is currently trading in line with management's
expectations.
7. Forward-looking statements
This announcement may contain forward-looking statements
relating to the Company's expected operations that are based on
management's current expectations, estimates and projections. Words
such as "expects", "intends", "plans", "projects", "believes",
"estimates" and similar expressions are used to identify such
forward-looking statements. These statements are not warranties or
guarantees of future performance and involve certain risks,
uncertainties and assumptions that are difficult to predict.
Therefore, actual outcomes and results may differ materially from
what is expressed or forecast in such forward-looking statements.
By their nature forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that may occur in the future. Although the Company
believes the expectations reflected in such statements are
reasonable, no assurance can be given that such expectations will
prove to be correct. There are a number of factors, many of which
are beyond the control of the Company, which could cause actual
results and developments to differ materially from those expressed
or implied by forward-looking statements.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2017
Announcement of the Placing 13 November
Despatch of the Circular and the Form 13 November
of Proxy
Latest time and date for receipt of 9:30 a.m. on
Forms of Proxy for the General Meeting 27 November
General Meeting 9:30 a.m. on
29 November
Admission of Placing Shares and Consideration 8:00 a.m. on
Shares to trading on AIM(1) 30 November
New Ordinary Shares in uncertificated 30 November
form expected to be credited to accounts
in CREST (uncertificated holders only)
Expected despatch of definitive share By 15 December
certificates for the New Ordinary
Shares (certificated holders only)
Notes:
Each of the times and dates set out in the above timetable and
mentioned in this announcement is subject to change by the Company
(with the agreement of Stockdale), in which event details of the
new times and dates will be notified to the London Stock Exchange
and the Company will make an appropriate announcement to a
Regulatory Information Service.
References to times in this announcement are to London times
unless otherwise stated.
(1) Assumes the passing of the Resolutions at the Company's
General Meeting to be convened for 29 November 2017.
APPIX I
Terms and Conditions of the Placing ("Terms and Conditions")
WARPAINT LONDON PLC
Conditional placing by Stockdale of up to 11,157,894 million new
Ordinary Shares at a price of 190p per share to raise up to GBP21.2
million before expenses for the Company.
Ordinary Shares ISIN: GB00BYMF3676 Ticker: W7L
IMPORTANT INFORMATION REGARDING THE PLACING FOR PLACEES ONLY
The distribution of the Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted or
prohibited by law or regulation. Persons distributing the
Announcement must satisfy themselves that it is lawful to do so. No
action has been taken by the Company or Stockdale that would permit
an offering of such shares or possession or distribution of the
Announcement or any other offering or publicity material relating
to such shares in any jurisdiction where action for that purpose is
required. Persons into whose possession the Announcement comes are
required by the Company and Stockdale to inform themselves about,
and to observe, such restrictions.
No statement in the Announcement is intended to be a profit
forecast or estimate, and no statement in the Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the AIM
market operated by the London Stock Exchange.
Each Placee should consult with its own advisers as to legal,
tax, business and related aspects of an investment in Placing
Shares.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, the Announcement.
Eligible participants
The Announcement and the information contained herein is
restricted and is not for release, publication or distribution, in
whole or in part, directly or indirectly, in, into or from the
United States or any of its territories, Australia, Canada, Japan,
the Republic of South Africa or any other jurisdiction in which
such release, publication or distribution would be unlawful.
Members of the public are not eligible to take part in the
Placing. This Appendix and the terms and conditions set out herein
are for information purposes only and are directed only at:
a) persons in member states of the European Economic Area who
are 'qualified investors' as defined in section 86(7) of the
Financial Services and Markets Act 2000, as amended, ("qualified
investors") being persons falling within the meaning of article
2(1)(e) of the EU Prospectus Directive (which means directive
2003/71/EC, as amended from time to time, and includes any relevant
implementing directive measure in any member state) (the
"Prospectus Directive"); and
b) in the United Kingdom, qualified investors who are persons
who (i) have professional experience in matters relating to
investments falling within article 19(1) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"); (ii) are persons falling within article 49(2)(a) to (d)
(high net worth companies, unincorporated associations, etc) of the
Order; or (iii) are persons to whom it may otherwise be lawfully
communicated, (all such persons in (a) and (b) together being
referred to as "relevant persons").
This Appendix and these Terms and Conditions must not be acted
on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this Appendix and the
terms and conditions set out herein relates is available only to
relevant persons and will be engaged in only with relevant
persons.
The Announcement (including this Appendix) is for information
purposes only and does not itself constitute an offer for sale or
subscription of any securities in the Company.
Bookbuild
Stockdale will immediately following the Announcement commence a
bookbuild process to determine demand for participation in the
Placing by Placees. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in the
prospective Placing. No commissions will be paid to Placees or by
Placees in respect of any Placing Shares.
Stockdale and Warpaint shall be entitled to effect the Placing
by such alternative method to the Bookbuild as it may, in its sole
discretion, determine.
Participation in, and principal terms of, the Placing
1. Stockdale is acting as bookrunner for and agent of Warpaint.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
Stockdale. Stockdale is itself entitled to enter bids in the
Bookbuild as principal.
3. The Bookbuild will establish the number of Placing Shares to
be issued and the allocation of Placing Shares will be agreed
between Stockdale and Warpaint following completion of the
Bookbuild. The Placing Price is 190p per Placing Share. The number
of Placing Shares will be announced on a Regulatory Information
Service following the completion of the Bookbuild.
4. To bid in the Bookbuild, Placees should communicate their bid
by telephone to their usual sales contact at Stockdale. Each bid
should state the number of Placing Shares which the prospective
Placee wishes to subscribe for at the Placing Price. Bids may be
scaled down by Stockdale on the basis referred to in paragraph 9
below.
5. The Bookbuild is expected to close no later than 12.30 p.m.
(London time) on 13 November 2017 but may be closed earlier or
later at the discretion of Stockdale. Stockdale may, in agreement
with Warpaint, accept bids that are received after the Bookbuild
has closed. Warpaint reserves the right (upon the agreement of
Stockdale) to reduce or seek to increase the amount to be raised
pursuant to the Placing, in its absolute discretion.
6. Each prospective Placee's allocation will be confirmed orally
by Stockdale as agent of Warpaint following the close of the
Bookbuild. That oral confirmation will constitute an irrevocable
legally binding commitment upon that person (who will at that point
become a Placee) in favour of Stockdale and Warpaint to subscribe
for the number of Placing Shares allocated to it at the Placing
Price on the terms and conditions set out in this Appendix and in
accordance with the Articles.
7. Each prospective Placee's allocation and commitment will be
evidenced by a confirmation note issued to such Placee by
Stockdale. The terms of this Appendix will be deemed to be
incorporated in that confirmation note.
8. Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to Warpaint and Stockdale
as agent of Warpaint, to pay to Stockdale (or as it may direct) in
cleared funds, an amount equal to the product of the Placing Price
and the number of Placing Shares allocated to such Placee as
confirmed to it by Stockdale.
9. Stockdale may choose to accept bids, either in whole or in
part; and may scale down any bids on such basis as it may
determine. Stockdale may also, notwithstanding paragraphs 4 and 5
above, (i) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time and (ii)
allocate Placing Shares after the Bookbuild has closed to any
person submitting a bid after that time.
10. A bid in the Bookbuild will be made on these Terms and
Conditions and will be legally binding on the prospective Placee on
behalf of whom it is made, and except: (i) as regards allocation
(as referred to in paragraph 9 of these Terms and Conditions); and
(ii) with the consent of Stockdale, when made, will not be capable
of variation or revocation after the time at which it is submitted.
Each Placee will be deemed to have read and consented to the Terms
and Conditions set out in this Appendix in their entirety.
11. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made on the basis explained below under "CREST
delivery-versus-payment". Stockdale reserves the right to require
settlement for and/or delivery to any Placee of any Placing Shares
by such other means as it may deem appropriate if delivery or
settlement is not possible or practicable within the CREST system
within the timetable set out in the Announcement.
12. All obligations under the Bookbuild and Placing will be
subject to fulfilment of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below.
13. By submitting a bid in the Bookbuild, each Placee agrees
that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be
capable of rescission or termination by the Placee.
14. To the fullest extent permissible by law, Stockdale shall
not have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise). In particular,
Stockdale shall not have any liability (including, to the fullest
extent permissible by law, any fiduciary duties) in respect of
Stockdale's conduct of the Bookbuild or of such alternative method
of effecting the Placing as Stockdale and Warpaint may agree.
15. A Placee whose Placing Shares are to be delivered to a
custodian or settlement agent should ensure that the written
confirmation is copied and delivered promptly to the appropriate
person within that organisation.
Conditions of the Placing
The obligations of Stockdale under the Placing Agreement are
conditional on, amongst other things:
-- the passing of the Resolutions at the General Meeting of the
Company to be convened for 29 November 2017;
-- Admission of the Placing Shares and the Consideration Shares
taking place by 8.00 a.m. (London time) on 30 November 2017 (or
such later time and/or date as Warpaint and Stockdale may otherwise
agree, being no later than 22 December 2017); and
-- the Placing Agreement becoming unconditional in all other respects.
If any of the conditions contained in the Placing Agreement in
relation to the Placing are not fulfilled, or waived by Stockdale,
by the respective time or date where specified (or such later time
and/or date as Warpaint and Stockdale may agree), the Placing will
not proceed. The Placee's rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by the Placee
in respect thereof.
Stockdale may, at its discretion and upon such terms as it
thinks fit, waive compliance by Warpaint with the whole or any part
of any of Warpaint's obligations in relation to the conditions in
the Placing Agreement, save that the conditions in the Placing
Agreement relating to Admission taking place may not be waived. Any
such extension or waiver will not affect Placees' commitments as
set out in these Terms and Conditions.
None of Stockdale, Warpaint or any other person shall have any
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision they
may make as to whether or not to waive or to extend the time and/or
the date for the satisfaction of any condition to the Placing nor
for any decision they may make as to the satisfaction of any
condition or in respect of the Placing generally, and by
participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of Stockdale.
The Placing Agreement may be terminated by Stockdale at any time
prior to Admission in certain circumstances including, among other
things, following a breach of the Placing Agreement by the Company
or the occurrence of certain force majeure events.
Upon such termination, the parties to the Placing Agreement
shall be released and discharged (except for any liability arising
before or in relation to such termination) from their respective
obligations under or pursuant to the Placing Agreement subject to
certain exceptions.
By participating in the Placing, Placees agree that the exercise
by Stockdale of any right of termination or other discretion under
the Placing Agreement shall be within the absolute discretion of
Stockdale and that they need not make any reference to Placees and
that they shall have no liability to Placees whatsoever in
connection with any such exercise or failure so to exercise.
Agreement to subscribe Placing Shares
Conditional on:
-- Admission taking place by 8.00 a.m. (London time) on 30
November 2017 (or such later time and/or date as Warpaint and
Stockdale may otherwise agree, being no later than 22 December
2017);
-- the Placing Agreement becoming otherwise unconditional in all
respects and not having been terminated on or before Admission (or
such later time and/or date, not being later than 22 December 2017
as Stockdale and the Company may agree); and
-- Stockdale confirming to Placees their allocation of Placing Shares,
a Placee agrees to become a member of the Company and agrees to
subscribe for those Placing Shares allocated to it by Stockdale at
the Placing Price.
To the fullest extent permitted by law, each Placee acknowledges
and agrees severally, and not jointly nor jointly and severally,
that it will not be entitled to exercise any remedy of rescission
at any time. This does not affect any other rights the Placee may
have.
Contract
Following oral acceptance of a firm Placing participation,
Placees will receive a confirmation note following closing of the
Bookbuild and prior to Admission of the Placing Shares notifying
them of the number of Placing Shares they will receive, together
with a request for such Placee's CREST participant details and
contact details. Dealings in the Placing Shares will not be
permitted prior to Admission.
Oral acceptance of a Placing participation, on the terms and
subject to the conditions of these Terms and Conditions and the
Announcement (and subject to the Articles), will constitute a
legally binding contract, inter alia, to subscribe for that Placing
participation at the Placing Price.
Payment for Placing Shares
Each Placee must pay the Placing Price for the Placing Shares
allocated to the Placee in the manner and by such time as directed
by Stockdale. If any Placee fails to pay as so directed and/or by
the time required by Stockdale, the relevant Placee's application
for Placing Shares may, at the discretion of Stockdale, be
rejected.
Background
Shareholder approval is required to give the Directors of the
Company authority to allot and issue the Placing Shares and the
Consideration Shares and the Company is today dispatching the
Circular containing a notice of General Meeting at which the
Resolutions will be put to the Shareholders.
It is expected that, subject to the passing of the Resolutions
at the General Meeting and Completion of the Acquisition, Admission
will become effective and that dealings in the Placing Shares and
Consideration Shares on AIM will commence, at 8.00 a.m. on 30
November 2017.
Please note that all references to times and dates in these
Terms and Conditions are references to UK time. Terms and
expressions defined in the Announcement (unless expressly provided
to the contrary) have the same meaning in these Terms and
Conditions.
Placing Agreement
Stockdale as AIM nominated adviser and broker (as defined under
the AIM Rules) to the Company, has entered into the Placing
Agreement with the Company whereby Stockdale has agreed, as agent
for and on behalf of the Company, to use its reasonable endeavours
to procure subscribers for the Placing Shares at the Placing Price
conditionally upon, inter alia:
-- the Placing Agreement becoming unconditional and not being
terminated by Stockdale in accordance with its terms;
-- Admission of the Placing Shares and the Consideration Shares
becoming effective by not later than 8.00 a.m. on 30 November 2017
(or such later time and/or date as Stockdale and the Company may
agree, but not later than 8.00 a.m. on 22 December 2017); and
-- Completion of the Acquisition.
Stockdale may in its absolute discretion waive the conditions
referred to above, other than that relating to Admission.
Under the Placing Agreement, certain warranties have been given
by the Company to Stockdale concerning, inter alia, the accuracy of
the Announcement, the Circular and the presentation to potential
investors, the affairs of the Company and certain taxation and
other matters, and certain indemnities have been given by the
Company in relation to Stockdale's involvement in the Placing and
Admission.
The Placing Agreement will be capable of being terminated by
Stockdale at its absolute discretion at any time before Admission
if, inter alia, (i) any statement in the Placing Documents has
become untrue, inaccurate or misleading or matters have arisen
which would, if the Placing Documents were issued at that time,
constitute an omission from them; or (ii) there has been a breach
of any of the warranties in the Placing Agreement; or (iii) there
have occurred certain events, as specified in the Placing Agreement
which would render any of the warranties materially untrue or
incorrect, and certain other force majeure events which in the
reasonable opinion of Stockdale is or will or is likely to have an
adverse effect on the financial or trading position or the business
or prospects of the Company and its subsidiaries which is material
in the context of the Group as a whole or which renders the Placing
impracticable or inadvisable.
For the avoidance of doubt, Stockdale is not underwriting the
Placing.
Placing participation
Each Placee which confirms its agreement to Stockdale (acting as
agent on behalf of the Company) to purchase Placing Shares will be
bound by these Terms and Conditions and will be deemed to have
accepted them severally, and not jointly nor jointly and
severally.
Placing Shares are subscribed subject to these Terms and
Conditions and on the basis of the Announcement and the Articles.
Placing Shares are subscribed at the Placing Price (free of
commission) payable in cleared funds in full and in accordance with
the settlement obligations set out below.
A Placee's participation in the Placing is conditional upon,
inter alia, the Placing Agreement becoming unconditional in all
respects and not being terminated by Stockdale in accordance with
its terms. In the event that the Placing Agreement does not become
unconditional in all respects or is terminated, the Placing will
not proceed and all funds delivered by a Placee pursuant to these
Terms and Conditions will be returned to the Placee at the Placee's
risk, without interest.
No commissions are payable to Placees in respect of their
participation in the Placing.
A Placee's Placing participation is expected to be free of stamp
duty and stamp duty reserve tax in accordance with the paragraph
entitled "Stamp Duty" below.
Dealings and Admission to trading on AIM
Application will be made to London Stock Exchange for all of the
Placing Shares and the Consideration Shares to be admitted to
trading on AIM. Subject to the fulfilment of the conditions of the
Placing Agreement, it is expected that Admission of the Placing
Shares and the Consideration Shares will become effective and that
dealings in the Placing Shares and the Consideration Shares will
commence at 8.00 a.m. on 30 November 2017 (or such later time
and/or date as the Company and Stockdale may agree, not being later
than 22 December 2017).
As applicable, it is expected that, in relation to a Placee's
Placing participation, CREST accounts will be settled with Placing
Shares on a delivery-versus-payment basis on 30 November 2017.
The Placing Shares will be issued fully paid and, when issued,
will rank pari passu in all respects with the existing Ordinary
Shares of the Company in issue immediately prior to Admission, and
will rank in full for any dividends and other distributions
declared, paid or made on the Enlarged Share Capital of the Company
after Admission.
Conditions and Termination
These Terms and Conditions, which are legally binding, confirm
the Placing Price and the terms and conditions on which each Placee
confirms its agreement to Stockdale on behalf of the Company to
participate in the Placing.
Stockdale will have the right to terminate the Placing
Agreement, exercisable at any time prior to Admission, in certain
circumstances, including if any warranties given by the Company in
the Placing Agreement are untrue, inaccurate or misleading in any
material respect.
A Placee's rights and obligations under the Placing are not
conditional (except that the allotment and issue of the Placing
Shares are subject to the passing of certain resolutions at the
General Meeting) and will not be capable of termination or
rescission by a Placee in any circumstances, save in respect of
fraud.
Each Placee severally, and not jointly nor jointly and
severally, irrevocably confirms its agreement with Stockdale and
the Company on the terms and subject to the conditions set out
herein and subject to the Announcement, the Placing Agreement and
the Articles, to subscribe for those Placing Shares allocated to it
by Stockdale at the Placing Price and to comply with these Terms
and Conditions.
Each Placee's individual and separate agreement to subscribe for
Placing Shares also constitutes an acknowledgment that its
commitment has been made solely on the basis of the information
contained in the Announcement and these Terms and Conditions and
that accordingly none of the Company, its Directors, or any person
acting on behalf of any of them shall have any liability to a
Placee for any information or representation, other than as is
contained in the Announcement and these Terms and Conditions.
Each Placee's participation in the Placing is conditional upon,
inter alia, the Placing Agreement being executed and becoming or
being declared unconditional in all respects and not being
terminated by Stockdale in accordance with its terms.
If Placees do not provide any CREST details or if Placees
provide insufficient CREST details for the delivery of Placing
Shares to their CREST account, their Placing participation will be
delivered in certificated form provided payment has been made in
terms satisfactory to Stockdale and all other conditions in
relation to the Placing have been satisfied or waived.
The right is reserved to issue Placing Shares in certificated
form should Stockdale or the Company consider this to be necessary
or desirable. This right is only likely to be exercised in normal
circumstances in the event of any interruption, failure or
breakdown of CREST or any part of CREST or on the part of the
facilities and/or system operated by the Company's registrars in
connection with CREST.
The person named for registration purposes (which term shall
include the holder of the relevant CREST account) must be:
(a) the person procured by the Placee to subscribe for or
acquire the relevant Placing Shares; or
(b) the Placee itself; or
(c) a nominee of any such person, as the case may be.
Settlement - CREST delivery-versus-payment
Settlement will be effected on a matching
delivery-versus-payment basis within CREST from Stockdale's
settlement agent's CREST account (LAMAY).
Stamp Duty
Whilst Stockdale does not believe there to be any liability to
stamp duty or stamp duty reserve tax in respect of the issue of
Placing Shares, should any such stamp duty or stamp duty reserve
tax be payable it will be entirely for the Placee's account and
neither the Company nor Stockdale will have any liability in
respect thereof.
Money Laundering
To ensure compliance with the Money Laundering Regulations 2007,
the money laundering provisions of the Criminal Justice Act 1993,
the Anti-Terrorism Crime and Security Act 2001 and the Proceeds of
Crime Act 2002 (together with the provisions of the Money
Laundering Sourcebook of the Financial Conduct Authority and the
manual of guidance produced by the Joint Money Laundering Steering
Group in relation to financial sector firms), all together
"Relevant Anti-Money Laundering Procedures", Stockdale may, in its
absolute discretion, require verification of a Placee's identity to
the extent that the Placee has not already provided the same.
Pending the provision to Stockdale of evidence of identity, Placing
Shares may be retained and/or delivery may be delayed at
Stockdale's absolute discretion. If within a reasonable time after
a request for verification of identity Stockdale has not received
evidence satisfactory to it, it may, at its absolute discretion,
terminate a Placing participation in which event the monies payable
on acceptance of the subscription will, if paid, be returned
without interest to the account of the drawee bank from which they
were originally debited.
Alternatively, if Placing Shares have already been allotted to a
Placee, Stockdale may (at its discretion) sell them on the Placee's
behalf and hold the proceeds of sale (net of expenses) or an amount
equal to the original payment (whichever is the lower) on trust for
the Placee. In these circumstances neither Stockdale nor the
Company shall (save in the event of fraud or wilful default) be
responsible for, or have any liability for, any loss or damage
arising as a result.
Representations and Warranties
Stockdale is acting exclusively for the Company and no-one else
in connection with the Placing and Admission and will not regard
itself as owing duties under the rules and regulations of the
Financial Conduct Authority to any other person or regard any other
person as its client.
By agreeing to subscribe for Placing Shares, each Placee which
enters into a contract with Stockdale to subscribe for Placing
Shares will (for itself and any person(s) procured by it to
subscribe for Placing Shares and any nominee(s) for any such
person(s)) be deemed to represent and warrant severally, and not
jointly nor jointly and severally, to Stockdale and the Company
that:
-- it has read and understood the Announcement in its entirety
and it agrees to and accepts all the Terms and Conditions set out
in this Appendix;
-- its application for Placing Shares is irrevocable and its
rights and obligations in respect of the Placing will terminate
only in the circumstances referred to in this Appendix and will not
be subject to rescission or termination by it in any
circumstances;
-- it is not relying, or entitled to rely, on any information
(including, without limitation, any information contained in any
investor presentation given in relation to the Placing) other than
that contained in the Announcement;
-- it may lawfully acquire Placing Shares;
-- it is not relying, or entitled to rely, on any information
(including, without limitation, any information contained in any
management presentation given in relation to the Placing) other
than that contained in the Announcement (including the Terms and
Conditions);
-- it has not received a prospectus or other offering document
in connection with the Placing and acknowledges that no prospectus
or other offering document is required under the Prospectus
Directive or has been or will be prepared in connection with the
Placing;
-- it is subscribing for the Placing Shares for its own account,
it does not have any contract, understanding or arrangement with
any person to sell, pledge, transfer, or grant a participation
therein to such person or any third person with respect to any
Placing Shares; save that if it is a private client stockbroker or
fund manager it confirms that in acquiring the Placing Shares it is
acting under the terms of one or more discretionary mandates
granted to it by private clients and is not acting on an execution
only basis or under specific instructions to acquire the Placing
Shares for the account of any third party;
-- it is not a national, citizen or resident of the US, Canada,
Australia, Republic of South Africa or Japan or any other
jurisdiction in which this offer is or would be unlawful, and that
it has not, and will not offer, sell, renounce or deliver as
principal or agent, directly or indirectly, Placing Shares in, into
or within the US, Canada, Australia, Republic of South Africa or
Japan or any other jurisdiction in, into or within which such
action is or would be unlawful, or to or for the benefit of any
person who is a citizen of, or taxpayer to, or is resident in any
of those territories or to any person purchasing such shares with a
view to their re-offer, sale or transfer in or into any such
territory;
-- it is: if in the UK (i) a person who having professional
experience in matters relating to investments, is deemed
sufficiently expert or sufficiently substantial to understand the
risks involved and as such falls within the definition of
investment professionals as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order"), (ii) a high net worth company,
partnership or the trustees of high value trusts or unincorporated
associations as defined in Article 49(2)(a) to (d) of that Order,
or (iii) it is a person who may lawfully receive these Terms and
Conditions and the Announcement (each a "Relevant Person"); or a
person who is a "Qualified Investor" within the meaning of the
Prospectus Directive (Directive 2003/71/EC and amendments thereto,
including Directive 2010/73/EU, to the extent implemented in the
relevant member state of the EEA) and any implementing measure in
each relevant member state of the European Economic Area. Any
investment or investment activity to which these Terms and
Conditions relate is only available to and will only be engaged in
with (i) in the UK, Relevant Persons; and (ii) in any other member
state of the EEA, Qualified Investors. Each Placee severally, and
not jointly nor jointly and severally, represents and warrants that
it is either a Relevant Person or a Qualified Investor;
-- it is entitled to subscribe for the Placing Shares comprised
in its Placing participation under the laws of all relevant
jurisdictions which apply to it, that it has fully observed and
will fully observe such laws and has obtained all governmental and
other consents which may be required thereunder and complied with
all necessary formalities and it has paid any issue, transfer or
other taxes due in connection with its acceptance in any
jurisdiction and that it has not taken any action or omitted to
take any action which will or may result in Stockdale or the
Company or any of their respective directors, officers, agents,
employees or advisers acting in breach of the legal and regulatory
requirements of any jurisdiction in connection with the Placing or
the Placee's acceptance of the Placing participation;
-- it has not relied on, and will not rely on, any information
given or any representations, warranties or statements made at any
time by any person in connection with Admission, the Placing, the
Company, the Placing Shares or otherwise, other than the
information contained in the Announcement and these Terms and
Conditions; and that in making its application under the Placing it
will be relying solely on the information contained in the
Announcement and these Terms and Conditions;
-- it will pay the full subscription sum at the Placing Price as
and when required in respect of all Placing Shares for which it is
required to subscribe under its Placing participation and will do
all things necessary on its part to ensure that payment for such
shares and their delivery to it or at its direction is completed in
accordance with the standing CREST instructions (or, where
applicable, standing certificated settlement instructions) that it
has in place with Stockdale or puts in place with Stockdale;
-- its obligations under the Placing are valid, binding and
enforceable and that it has all necessary capacity, consents and
authority, and has obtained all necessary consents and authorities
to enable it to commit to participation in the Placing and to
perform its obligations in relation thereto and will honour its
obligations;
-- it does not expect Stockdale to have any duties or
responsibilities towards it for providing protections afforded to
Stockdale's clients under the rules set out in The Financial
Conduct Authority Handbook (the "FCA Handbook") or under the
regulatory system (as defined in the Glossary to the FCA Handbook)
(the "Rules") or advising it with regard to the Placing Shares and
that it is not a client of Stockdale as defined by the Rules. It
agrees that any payment by it will not be treated as client money
governed by the Rules;
-- any exercise by Stockdale of any right to terminate the
Placing Agreement shall be within Stockdale's absolute discretion
in accordance with its terms and that Stockdale shall not have any
liability to it whatsoever in relation to any decision to exercise
or not to exercise such right;
-- it is in Stockdale's absolute discretion to agree to extend
the time or waive the requirement for the satisfaction of all or
any of the conditions of the Placing Agreement in accordance with
its terms and otherwise to adjust the timetable for implementation
of the Placing and Stockdale shall have no liability or duty to
Placees whatsoever in connection with such extension or waiver. All
times and dates referred to in these Terms and Conditions or in the
accompanying Announcement are therefore subject to adjustment in
accordance with that reservation;
-- it does not expect Stockdale to have any duty to it similar
or comparable to the "best execution", "suitability" and "risk
warning" rules in the Rules and that it is not relying on Stockdale
to advise whether or not the Placing Shares are in any way a
suitable investment for it;
-- it is not relying on any representations, warranties,
statements or agreements by Stockdale or the Company or by any
director, employee or agent of Stockdale or the Company or any
other person except as set out in the Announcement or these Terms
and Conditions;
-- it will (or will procure that its nominee will), if
applicable, make notification to the Company of the interest in its
ordinary shares in accordance with the Companies Act 2006 and
Chapter 5 of the Disclosure Guidance and Transparency Rules made
under the Financial Services and Markets Act 2000;
-- it is not (and is not applying on behalf of) a person who
falls within the special charge to stamp duty reserve tax (broadly,
persons or nominees or agents for persons, whose business is or
includes using depository receipts or the provision of clearance
services) nor who attracts a higher rate of stamp duty (including,
without limitation, under section 67, 70, 93 or 96 of the Finance
Act 1986);
-- it is liable for all and any stamp duty or stamp duty reserve
tax and any related costs, fines, penalties and interest arising in
respect of the delivery and settlement in respect of the Placing
Shares comprised in its Placing participation;
-- these Terms and Conditions and any contract which may be
entered into between a Placee and Stockdale pursuant hereto shall
be governed by and construed in accordance with the laws of England
and that it submits to the exclusive jurisdiction of the English
Courts as regards any claim, dispute or matter arising out of or
relating to these Terms and Conditions or any such contract;
-- it has complied with its obligations under the Relevant
Anti-Money Laundering Procedures and it acknowledges that it is a
term of its Placing participation that, to ensure compliance with
all the Relevant Anti-Money Laundering Procedures, Stockdale may,
in its absolute discretion, require verification of a Placee's
identity. Pending the provision to Stockdale of evidence of
identity, definitive certificates for the Placing Shares may be
retained at Stockdale's absolute discretion;
-- it is aware of its obligations in connection with the
Criminal Justice Act 1993 and the Market Abuse Regulation
(EU)596/2014 and it has complied and will comply with those
obligations;
-- time is of the essence as regards its obligations under this Appendix;
-- its participation in the Placing would not give rise to an
offer being required to be made by it or any person with whom it is
acting in concert pursuant to Rule 9 of the City Code on Takeovers
and Mergers;
-- it is an institution or other investor that has knowledge and
experience in financial, business and international investment
matters as is required to evaluate the merits and risks of
subscribing for the Placing Shares and it is experienced in
investing in securities of this nature and in this sector and is
aware that it may be required to bear, and it, and any accounts for
which it may be acting, are able to bear, the economic risk of, and
is able to sustain, a complete loss in connection with the Placing.
It has relied upon its own examination and due diligence of the
Company and its associates taken as a whole, and the terms of the
Placing, including the merits and risks involved;
-- all notices, remittances and documents of title are sent to
it or its agent at its own risk;
-- it acknowledges and agrees that Stockdale is entitled to
exercise any of its rights under the Placing Agreement or any other
right in its absolute discretion without any liability to Placees;
and
-- it irrevocably appoints any director of Stockdale or the
Company as its agent for the purpose of executing and delivering to
the Company and/or its registrars any and all documents, and taking
such other action, on its behalf necessary to enable it to be
registered as the holder of any Placing Shares in its Placing
participation.
The above warranties, representations, confirmations,
acknowledgements and agreements will survive completion of the
Placing. Stockdale shall be entitled to exercise any of its rights
under the Placing Agreement or any other right in its absolute
discretion without any liability to Placees including, without
limitation, the extension of any time limit, waiver in full or in
part of any condition or term in the Placing Agreement or the
termination of the Placing Agreement if any condition therein has
not been satisfied.
To the extent that a Placee fails to pay Stockdale the
subscription monies relating to its participation in the Placing in
accordance with the settlement arrangements set out above, then
Stockdale shall be entitled to:
a) delete its name from the list of Placees; or
b) notify the Placee that its Placing participation will remain
on such list but will be sold by Stockdale on its behalf and
Stockdale shall proceed immediately to sell such shares at such
price as Stockdale may determine (which may be less than the
Placing Price), in which event the sale proceeds received, net of
costs of sale (including any taxes), shall be paid to Stockdale. To
the extent that such net proceeds are less than the aggregate
Placing Price in relation to its final Placing participation, a
Placee shall continue to be liable for such difference and
Stockdale may demand and seek payment of the same from it. By a
Placee's acceptance of these Terms and Conditions, it hereby
appoints Stockdale as its agent to sign all documents required to
give effect to this paragraph.
Neither the Announcement nor these Terms and Conditions
constitute an offer to sell, or the solicitation of an offer to
buy, Placing Shares in any jurisdiction in which such an offer or
solicitation is unlawful. The Placing Shares have not been and will
not be registered or qualified for sale under the securities laws
of the US or any of its states or possessions, Canada, Australia,
the Republic of South Africa or Japan. Accordingly, the Placing
Shares may not be offered or sold, directly or indirectly, in, into
or within the US or to US Persons (as defined below) or within or
to persons in or resident in or citizens of, or taxpayers to, the
US, Canada, Australia, the Republic of South Africa or Japan or any
other jurisdiction in or into which such actions are or would be
unlawful, and neither the Announcement nor these Terms and
Conditions may be distributed in or into or within the US, Canada,
Australia, the Republic of South Africa or Japan or any other
jurisdiction in which such distribution is or would be unlawful,
except in the case of the US, pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the
US Securities Act of 1933, as amended. By making an oral
confirmation of a firm Placing participation, a Placee confirms,
represents and warrants severally, and not jointly nor jointly and
severally, that it is not a US Person or a person resident in
Canada, Australia, the Republic of South Africa or
Japan or any other jurisdiction in which this offer is or would
be unlawful, and it is not acquiring Placing Shares on behalf of,
or with a view to re-sale directly or indirectly to any US Person
or a person resident in Canada, Australia, the Republic of South
Africa or Japan or any other jurisdiction in which such actions are
or would be unlawful, or to any other person whom it has reason to
believe is purchasing or subscribing for such Placing Shares for
the purposes of such re-offer or re-sale. "US Person" means a
citizen or resident of the US, a citizen or partnership or other
entity created or organised in or under the laws of the US or any
sub-division thereof or therein and any estate or trustee which is
subject to US federal income taxation regardless of its source.
Any decision in connection with any proposed purchase of Placing
Shares must be made solely on the basis of the information
contained in the Announcement and these Terms and Conditions. Any
presentation materials supplied to Placees were for their own
information and may not be reproduced, further distributed to any
other person or published, in whole or in part, for any purposes
whatsoever. In particular, they must not be distributed to any
person with an address in the US, its territories or possessions,
or Canada, Australia, the Republic of South Africa or Japan or to
any national or resident of the US, Canada, Australia, the Republic
of South Africa or Japan or any corporation, partnership, or other
entity created or authorised under the laws of the US, Canada,
Australia, the Republic of South Africa or Japan. Any such
distribution could result in a violation of the laws of the US,
Canada, Australia, the Republic of South Africa or Japan.
Any presentation and accompanying materials distributed by the
Company were directed solely at persons who are either Relevant
Persons and/or Qualified Investors and it is not intended that they
should be acted upon in any way and nor should they be disclosed in
any way to any person who is not a Relevant Person or a Qualified
Investor.
No offering document, prospectus or admission document has been
or will be submitted to be approved by the FCA or submitted to the
London Stock Exchange in relation to the Placing and Placees'
commitments will be made solely on the basis of the information
contained in the Announcement and these Terms and Conditions
released by Warpaint today and any information previously published
by the Company by notification to a Regulatory Information Service,
and subject to the further terms set forth in the confirmation note
to be provided to individual Placees.
Any forward looking statements, including any projections,
contained in any presentation and presentation materials are for
the internal planning purposes of the Company and its senior
management only, have not been commented or reported on by the
Company's auditors and accordingly may not necessarily be on a
basis that is consistent with the Company's accounting policies.
Actual results may differ substantially from figures used for
planning purposes only and, accordingly, any such forward looking
statements or projections should not be relied on in any manner
whatsoever.
Stockdale confirms that, in relation to the arrangements
referred to herein, it is acting in the provision of corporate
finance services to the Company for its own account, within the
meaning of the Rules, and Stockdale is an authorised person for the
purposes of the Financial Services and Markets Act 2000 (as
amended).
Stockdale is acting as broker and bookrunner to the Company in
relation to the Placing and Admission. Stockdale will receive a fee
and a commission in relation to its services to the Company in the
Placing. As stated above, a Placee will not be treated as a client
of Stockdale in respect of transactions entered into under these
Terms and Conditions. The value of shares and the income derived
therefrom may go down as well as up. Past performance of
investments is not a guarantee of future returns. An investment
will be made on the basis of the contents of these Terms and
Conditions and the Announcement.
All times and dates in these Terms and Conditions and the
Announcement may be subject to amendment. Stockdale shall notify
Placees of any changes.
APPIX II
DEFINITIONS
The following definitions apply throughout this announcement
unless the context otherwise requires:
Acquisition the proposed acquisition by
Warpaint of the entire issued
and to be issued share capital
of Retra pursuant to the terms
of the Sale and Purchase Agreements;
Admission admission of the New Ordinary
Shares to trading on AIM and
such admission becoming effective
in accordance with the AIM Rules
for Companies;
AIM the AIM market operated by the
London Stock Exchange;
AIM Rules for Companies the rules of AIM as set out
in the publication entitled
'AIM Rules for Companies' published
by the London Stock Exchange
from time to time;
Announcement this announcement, together
with the appendices, dated 13
November 2017;
Articles the articles of association
of the Company;
Bookbuild the bookbuild process to determine
demand for the Placing and which
will open immediately after
the issue of this Announcement;
Business Day any day (excluding Saturdays
and Sundays) on which banks
are open in London for normal
banking business and the London
Stock Exchange is open for trading;
certificated or the description of a share or
in certificated other security which is not
form in uncertificated form (that
is not in CREST);
Circular the circular expected to be
posted to Shareholders on or
around 13 November 2017;
Closing Price the closing middle market quotation
of an Ordinary Share as published
by the London Stock Exchange;
Company or Warpaint Warpaint London Plc a company
incorporated in England and
Wales with registered number
10261717 and having its registered
office at Units B&C, Orbital
Forty Six, The Ridgeway Trading
Estate, Iver, Buckinghamshire,
SL0 9HW;
Completion completion of the Acquisition
in accordance with the terms
of the proposed Sale and Purchase
Agreements, expected to occur
on 30 November 2017;
Consideration Shares the 1,052,631 new Ordinary Shares
to be allotted and issued under
the terms of the Sale and Purchase
Agreements;
CREST the relevant system (as defined
in the CREST Regulations) in
respect of which Euroclear UK
& Ireland Limited is the Operator
(as defined in the CREST Regulations);
CREST participant a person who is, in relation
to CREST, a system participant
(as defined in the CREST Regulations);
CREST Regulations the Uncertificated Securities
Regulations 2001, as amended;
Directors or the the directors of Warpaint;
Board
EBITDA 2017 Retra's consolidated earnings
before interest, taxation, depreciation
and amortisation for the year
ending 31 December 2017;
Enlarged Group the Group, as enlarged by the
Acquisition;
Enlarged Share the issued share capital of
Capital the Company immediately following
Admission, assuming all of the
New Ordinary Shares are allotted
and issued;
EU the European Union;
Euroclear Euroclear UK & Ireland Limited;
Existing Ordinary the 64,538,600 Ordinary Shares
Shares or Existing in issue as at the Last Practicable
Share Capital Date;
FCA the Financial Conduct Authority;
Form of Proxy the form of proxy accompanying
the Circular for use in connection
with the General Meeting;
FSMA the UK Financial Services and
Markets Act 2000, as amended;
General Meeting the general meeting (or any
or GM adjournment thereof) of the
Shareholders of the Company
to be convened for 29 November
2017 pursuant to the Notice
of General Meeting;
Group the Company and its subsidiary
undertakings at the date of
this announcement (as defined
in sections 1159 and 1160 of
the Companies Act 2006);
Last Practicable 10 November 2017, being the
Date latest practicable date prior
to publication of this document;
London Stock Exchange London Stock Exchange plc;
Money Laundering the Money Laundering Regulations
Regulations 2007 (as amended and supplemented
from time to time);
New Ordinary Shares the Placing Shares and the Consideration
Shares;
Notice of General the notice convening the General
Meeting Meeting, set out at the end
of the Circular;
Ordinary Shares ordinary shares of 25 pence
each in the capital of the Company;
Placees the persons who have conditionally
agreed to subscribe for the
Placing Shares;
Placing the conditional placing of the
Placing Shares by Stockdale,
as agent on behalf of the Company,
with the Placees pursuant to
the Placing Agreement;
Placing Agreement the conditional agreement dated
13 November 2017 between the
Company and Stockdale in relation
to the Placing;
Placing Price 190 pence;
Placing Shares the up to 11,157,894 Ordinary
Shares to be issued by the Company
under the Placing;
Prospectus Rules the Prospectus Rules published
by the FCA;
Regulatory Information has the meaning given in the
Service AIM Rules for Companies;
Resolutions the resolutions to be proposed
at the General Meeting which
are set out in full in the Notice
of General Meeting;
Retra Retra Holdings Limited, a company
incorporated in England and
Wales whose registered number
is 00762818 and having its registered
office at Holden Beck Barn,
Hainsworth Road, Silsden, Keighley,
West Yorkshire BD20 0LU ;
Sale and Purchase the sale and purchase agreements
Agreements dated 13 November 2017 between
the Vendors and the Company
relating to the Acquisition;
Shareholders holders of Existing Ordinary
Shares;
Stockdale Stockdale Securities Limited,
a company incorporated in England
and Wales with registered number
00762818 and having its registered
office at Beaufort House, 15
St. Botolph Street, London,
EC3A 7BB;
Uncertificated recorded on a register of securities
or in uncertificated maintained by Euroclear UK &
form Ireland Limited in accordance
with the CREST Regulations as
being in uncertificated form
in CREST and title to which,
by virtue of the CREST Regulations,
may be transferred by means
of CREST;
UK or United Kingdom the United Kingdom of England,
Scotland, Wales and Northern
Ireland;
US or United States the United States of America,
its territories and possessions,
any state of the United States
of America and the District
of Columbia; and
Vendors Kai Arter, Linda Arter, Steven
Richardson and Finance Yorkshire
Equity L.P.
All references in this announcement to "GBP" or "p" are to the
lawful currency of the United Kingdom.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOELIFERLSLVLID
(END) Dow Jones Newswires
November 13, 2017 02:00 ET (07:00 GMT)
Warpaint London (LSE:W7L)
Historical Stock Chart
From Mar 2024 to May 2024
Warpaint London (LSE:W7L)
Historical Stock Chart
From May 2023 to May 2024