Brand Architekts Grp - Publication and Posting of Scheme Document
19/12/2024 11:36
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RNS Number : 7905Q Brand Architekts Group PLC 19 December 2024
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 SUCH JURISDICTION
FOR IMMEDIATE RELEASE
19 DECEMBER 2024
RECOMMENDED ACQUISITION
of
BRAND ARCHITEKTS GROUP PLC ("BRAND ARCHITEKTS")
by
WARPAINT LONDON PLC ("WARPAINT")
(to be effected by way of a scheme of arrangement under Part 26 of the
Companies Act 2006)
Publication and Posting of Scheme Document
Introduction
On 5 December 2024, the Boards of Brand Architekts and Warpaint announced that
they had reached agreement on the terms and conditions of a recommended offer
by Warpaint to acquire the entire issued and to be issued ordinary share
capital of Brand Architekts (the "Acquisition"). The Acquisition is intended
to be implemented by way of a Court-sanctioned scheme of arrangement under
Part 26 of the Companies Act 2006.
Publication and posting of the Scheme Document
The Brand Architekts Board announces that it is today publishing a circular in
relation to the Acquisition (the "Scheme Document"), together with the Forms
of Proxy for the Court Meeting and the General Meeting and the Form of
Election for use in connection with the Alternative Share Offer. The Scheme
Document sets out, among other things, the full terms and conditions of the
Scheme, an explanatory statement pursuant to section 897 of the Companies Act
2006, an expected timetable of principal events, notices of the Court Meeting
and General Meeting and details of the actions to be taken by Brand Architekts
Shareholders. Capitalised terms used in this announcement shall, unless
otherwise defined, have the same meaning as set out in the Scheme Document.
Hard copies of the Scheme Document, Forms of Proxy for the Court Meeting and
the General Meeting and Form of Election are being posted today to Brand
Architekts Shareholders and, for information only, to persons with information
rights. Hard copies of the Form of Election in connection with the Alternative
Share Offer are also being sent to relevant Brand Architekts Shareholders who
hold their shares in certificated form, save for certain Brand Architekts
Shareholders in Restricted Jurisdictions. Brand Architekts will also be
sending details of the proposals being made to participants in the Brand
Architekts Share Plans to such participants.
Notices of the Court Meeting and General Meeting
As further detailed in the Scheme Document, to become Effective the Scheme
requires, among other things, that the requisite majorities of:
· Scheme Shareholders vote in favour of the Scheme at the Court
Meeting; and
· Brand Architekts Shareholders vote in favour of the Resolution at
the General Meeting.
The Scheme is also subject to the satisfaction or (where applicable) waiver of
the Conditions and further terms set out in the Scheme Document.
Notices convening the Court Meeting and the General Meeting, both to be held
at Brand Architekts' offices at 8 Waldegrave Road, Teddington, London TW11
8GT, United Kingdom on 14 January 2025 are set out in the Scheme Document. The
Court Meeting will start at 10:00 a.m. and the General Meeting at 10:15 a.m.
(or as soon as reasonably practicable thereafter as the Court Meeting is
concluded or adjourned). Forms of Proxy for use at such meetings will be
enclosed with the Scheme Document.
The Brand Architekts Directors, who have been so advised by Singer Capital
Markets as to the financial terms of the Cash Offer and Alternative Share
Offer, consider the terms of each of the Cash Offer and Alternative Share
Offer to be fair and reasonable. In providing its advice to the Brand
Architekts Directors, Singer Capital Markets has taken into account the
commercial assessments of the Brand Architekts Directors. Singer Capital
Markets is providing independent financial advice to the Brand Architekts
Directors for the purposes of Rule 3 of the Code.
Accordingly, the Brand Architekts Directors recommend unanimously that Brand
Architekts Shareholders vote in favour of the Scheme at the Court Meeting and
the Resolution to be proposed at the General Meeting, as the Brand Architekts
Directors who hold Brand Architekts Shares have irrevocably undertaken to do
in respect of their own beneficial holdings totalling 1,910,213 Brand
Architekts Shares (representing approximately 6.84 per cent. of the existing
issued ordinary share capital of Brand Architekts as at the Last Practicable
Date).
It is important that, for the Court Meeting in particular, as many votes as
possible are cast so that the Court may be satisfied that there is a fair
representation of Scheme Shareholders' opinion. Scheme Shareholders are
therefore strongly urged to complete, sign and return their Forms of Proxy or
appoint a proxy either: (a) by post or by hand to Brand Architekts' registrar,
Computershare, at Computershare Investor Services PLC, Corporate Actions
Projects, Bristol BS99 6AH, United Kingdom; or (b) through CREST; or (c)
electronically through the share portal service at
www.investorcentre.co.uk/eproxy (http://www.investorcentre.co.uk/eproxy) , in
any case as soon as possible.
Scheme Shareholders should read the Scheme Document in its entirety before
making a decision in respect of the Scheme.
Delisting of Brand Architekts Shares
If the Scheme is approved by the Scheme Shareholders and the Resolutions are
approved by Brand Architekts Shareholders, the Court sanctions the Scheme, all
other Conditions to the Acquisition are satisfied or (if capable of waiver)
waived and the Scheme becomes Effective in accordance with its terms, then,
under the anticipated timetable, it is expected that dealings in Brand
Architekts Shares will be suspended at 7:30 a.m. on 12 February 2025, the
second Business Day following the Sanction Hearing, the Scheme will become
Effective on the same day and the cancellation of the admission to trading of
Brand Architekts Shares on AIM will take effect by 8:00 a.m. on 13 February
2025, the following Business Day.
Expected Timetable of Principal Events
The Scheme Document contains an expected timetable of principal events
relating to the Scheme, which is also set out below. The Scheme remains
conditional on the approval of Scheme Shareholders at the Court Meeting, the
Resolution being passed by Brand Architekts Shareholders at the General
Meeting and the satisfaction or waiver of the other Conditions set out in the
Scheme Document, including the sanction of the Court. The Scheme is expected
to become Effective on 12 February 2025 (although Brand Architekts will
attempt to secure an earlier Court date for the Sanction Hearing). Any update
to the expected timetable will be announced through a Regulatory Information
Service, with such announcement being made available on Brand Architekts'
website at https://www.brandarchitektsplc.com/offer-for-brand-architekts
(https://www.brandarchitektsplc.com/offer-for-brand-architekts) and on
Warpaint's website at
https://www.warpaintlondonplc.com/investors/brand-architekts-group-plc
(https://www.warpaintlondonplc.com/investors/brand-architekts-group-plc) .
Event Time and/or date(1)
Publication of the Scheme Document 19 December 2024
Latest time for lodging Forms of Proxy for the:
Court Meeting (BLUE form) 10:00 a.m. on 10 January 2025(2)
General Meeting (WHITE form) 10:15 a.m. on 10 January 2025(3)
Voting Record Time for the Court Meeting and the General Meeting 6:00 p.m. on 10 January 2025(4)
Court Meeting 10:00 a.m. on 14 August 2024
General Meeting 10:15 a.m. on 14 January 2025(5)
The following dates are indicative only and are subject to change(6)
Sanction Hearing Currently anticipated to be 10 February
2025 (date "D")(7)
Election Withdrawal Deadline 1:00 p.m. on D+1 Business Day
Election Return Deadline (being the latest time for lodging the Form of 1:00 p.m. on D+1 Business Day
Election or electing for the Alternative Share Offer through CREST)
Last day of dealings in, and for registration of transfers of, and disablement At close of business on D+1 Business Day
in CREST of, Brand Architekts Shares
Scheme Record Time and Date 6:00 p.m. on D+1 Business Day
Dealings in Brand Architekts Shares suspended 7:30 a.m. on D+2 Business Days
Effective Date of the Scheme D+2 Business Days
Cancellation of admission of Brand Architekts Shares to trading on AIM 7:00 a.m. on D+3 Business Days
New Warpaint Shares issued and crediting of CREST accounts with New Warpaint 8:00 a.m. on D+3 Business Days
Shares
Commencement of dealings in New Warpaint Shares on AIM 8:00 a.m. on D+3 Business Days
Latest date for despatch of cheques in respect of Cash Consideration and share Within 14 days of the Effective Date
certificates in respect of the New Warpaint Shares in relation to valid
elections for the Alternative Share Offer (as appropriate) due under the
Scheme
Long Stop Date 30 June 2025(8)
Notes:
(1) All times shown are London times unless otherwise stated. The dates
and times given are indicative only and are based on Brand Architekts' and
Warpaint's current expectations and may be subject to change.
(2) It is requested that BLUE Forms of Proxy for the Court Meeting be
lodged not later than 48 hours before the time appointed for the Court
Meeting, excluding any part of a day that is not a Business Day. An original
copy of a completed and signed BLUE Form of Proxy not so lodged may be handed
to the representatives of Computershare or the Chair of the Court Meeting
before it is due to commence and it will still be valid.
(3) WHITE Forms of Proxy for the General Meeting must be lodged not later
than 48 hours before the time appointed for the General Meeting, excluding any
part of a day that is not a Business Day. WHITE Forms of Proxy for the General
Meeting not lodged by this time will be invalid.
(4) If the Court Meeting is adjourned, the Voting Record Time will be 6:00
p.m. on the day which is two days before the date of the adjourned Court
Meeting, excluding any part of a day that is not a Business Day.
(5) To commence at 10:15 a.m. on 14 January 2025 (or as soon as reasonably
practicable thereafter as the Court Meeting is concluded or adjourned).
(6) These dates and times are indicative only and will depend, among other
things, on the date upon which: (i) the Conditions are satisfied or (if
capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) a
copy of the Court Order is delivered to the Registrar of Companies.
(7) Brand Architekts will attempt to secure an earlier Court date for the
Sanction Hearing, subject to Court availability. If an earlier date can be
secured, the revised timetable will be announced via a Regulatory Information
Service.
(8) This is the latest date by which the Scheme may become Effective
unless Warpaint and Brand Architekts agree (and the Panel and, if required,
the Court permit) a later date.
Dividends
If, on or after the Announcement Date and prior to the Acquisition becoming
Effective, any dividend and/or other distribution and/or other return of
capital or value is announced, declared, made or paid or becomes payable in
respect of the Brand Architekts Shares, Warpaint reserves the right to reduce
the consideration payable pursuant to the Cash Offer (and, as the case may be,
the exchange ratio in relation to the Alternative Share Offer) by an amount
equivalent to such dividend and/or distribution and/or other return of capital
or value. In such circumstances, Brand Architekts Shareholders would be
entitled to receive and retain any such dividend, distribution and/or other
return of capital or value.
Shareholder Helpline
If you have any questions about the Scheme Document, the Court Meeting or the
General Meeting or how to complete the Forms of Proxy or to appoint a proxy
through the CREST electronic proxy appointment service or online, or how to
complete the Form of Election or make an Alternative Share Offer Election
through CREST, please contact Brand Architekts' registrar, Computershare, on
0370 707 1332 within the United Kingdom or on +44 (0)370 707 1332 from
overseas. Calls are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the applicable
international rate. The helpline is open between 8:30 a.m. and 5:30 p.m.,
Monday to Friday excluding public holidays in England and Wales. Please note
that Computershare cannot provide any financial, legal or tax advice and calls
may be recorded and monitored for security and training purposes.
Enquiries
Brand Architekts +44 20 3166 2840
Quentin Higham (Chief Executive Officer)
Geoff Ellis (Chief Financial Officer)
Singer Capital Markets (Rule 3 Adviser, Nominated Adviser and Broker to Brand +44 20 7496 3000
Architekts)
Jen Boorer (Investment Banking)
James Todd (Investment Banking)
Jalini Kalaravy (Investment Banking)
Addleshaw Goddard LLP is acting as legal adviser to Brand Architekts in
connection with the Acquisition.
Important notices
Singer Capital Markets Advisory LLP ("Singer Capital Markets"), which is
authorised and regulated in the United Kingdom by the FCA, is acting as
financial adviser and nominated adviser exclusively to Brand Architekts and
no-one else in connection with the matters described in this announcement and
will not be responsible to anyone other than Brand Architekts for providing
the protections afforded to clients of Singer Capital Markets nor for
providing advice in connection with the subject matter of this announcement.
Neither Singer Capital Markets nor any of its affiliates (nor any of their
respective directors, partners, officers, employees or agents) owes or accepts
any duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of Singer Capital Markets in connection with this announcement,
any statement contained herein, the Takeover Offer or otherwise. No
representation or warranty, express or implied, is made by Singer Capital
Markets as to the contents of this announcement.
Further information
This announcement is for information purposes only and is not intended to, and
does not, constitute, or form part of, an offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of, any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities of Brand
Architekts in any jurisdiction in contravention of applicable law. The
Acquisition will be implemented solely pursuant to the terms of the Scheme
Document (or, if the Acquisition is implemented by way of a Takeover Offer,
the offer document), which contains (or will contain) the full terms and
conditions of the Acquisition, including details of how to vote in respect of
the Acquisition. Any vote in respect of the Scheme or other response in
relation to the Acquisition should be made only on the basis of the
information contained in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the offer document).
This announcement does not constitute a prospectus, prospectus equivalent
document or exempted document.
The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
publication of this announcement shall not give rise to any implication that
there has been no change in the facts set forth in this announcement since
such date.
If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.
Overseas Shareholders
The release, publication or distribution of this announcement in or into
jurisdictions other than the UK may be restricted by law and therefore any
persons who are subject to the law of any jurisdiction other than the UK
should inform themselves of, and observe, any applicable legal or regulatory
requirements. Any failure to comply with such requirements may constitute a
violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person. This announcement has been prepared in accordance
with and for the purpose of complying with English law, the Code, the AIM
Rules, the Market Abuse Regulation and the DTRs and information disclosed may
not be the same as that which would have been prepared in accordance with the
laws of jurisdictions outside England and Wales.
The availability of the Acquisition to Brand Architekts Shareholders who are
not resident in and citizens of the UK may be affected by the laws of the
relevant jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in the UK should inform themselves of,
and observe, any applicable legal or regulatory requirements of their
jurisdictions. In particular, the ability of persons who are not resident in
the United Kingdom to vote their Brand Architekts Shares with respect to the
Scheme at the Court Meeting, or to appoint another person as proxy to vote at
the Court Meeting on their behalf, may be affected by the laws of the relevant
jurisdictions in which they are located. Any failure to comply with the
applicable restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by applicable law, the
companies and persons involved in the Acquisition disclaim any responsibility
or liability for the violation of such restrictions by any person. Further
details in relation to Overseas Shareholders are contained in the Scheme
Document.
Unless otherwise determined by Warpaint or required by the Code, and permitted
by applicable law and regulation, the Acquisition will not be made available,
directly or indirectly, in, into, from, or by the use of mails or any means or
instrumentality (including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities exchange of,
any Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction and no person may vote in favour of the Scheme by any such use,
means, instrumentality or from within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws of that
jurisdiction. Copies of this announcement and any formal documentation
relating to the Acquisition are not being, and may not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such documents
(including, without limitation, agents, custodians, nominees and trustees) may
not mail or otherwise forward, distribute or send the same in or into or from
any Restricted Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Acquisition. If the Acquisition is implemented by way
of a Takeover Offer (unless otherwise permitted by applicable law and
regulation), the Takeover Offer may not be made, directly or indirectly, in,
into, from, or by the use of mails or any means or instrumentality (including,
but not limited to, facsimile, e-mail or other electronic transmission, telex
or telephone) of interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of, any Restricted Jurisdiction
and the Takeover Offer may not be capable of acceptance by any such use,
means, instrumentality or facilities.
The availability of New Warpaint Shares issued pursuant to the Acquisition to
Brand Architekts Shareholders who are not resident in the United Kingdom or
the ability of those persons to hold such shares may be affected by the laws
or regulatory requirements of the relevant jurisdictions in which they are
resident. Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory requirements.
Brand Architekts Shareholders who are in any doubt about such matters should
consult an appropriate independent professional adviser in the relevant
jurisdiction without delay.
Further details in relation to Overseas Shareholders are contained in the
Scheme Document.
Notice to U.S. Brand Architekts Shareholders
Brand Architekts Shareholders in the United States should note that the
Acquisition relates to the securities of a company organised under the laws of
England and Wales and is proposed to be effected by means of a scheme of
arrangement under the Companies Act 2006. This announcement, the Scheme
Document and certain other documents relating to the Acquisition have been or
will be prepared in accordance with English law, the AIM Rules, the Code and
UK disclosure requirements, and the format and style applicable to a scheme of
arrangement under the Companies Act 2006, all of which differ from those in
the United States. A transaction effected by means of a scheme of arrangement
is not subject to the tender offer rules of Section 14(e) or the proxy
solicitation rules of Section 14(a) under the U.S. Exchange Act. Accordingly,
the Scheme is subject to the disclosure requirements of and practices
applicable in the United Kingdom to schemes of arrangement, which differ from
the disclosure requirements and practices of the United States tender offer
and proxy solicitation rules.
Brand Architekts' financial statements, and all financial information that is
included in this announcement and in the Scheme Document, or any other
documents relating to the Acquisition, have been prepared in accordance with
the UK adopted International Accounting Standards and may not be comparable to
financial statements of companies in the United States or other companies
whose financial statements are prepared in accordance with U.S. generally
accepted accounting principles. U.S. generally accepted principles differ in
certain respects from the UK adopted International Accounting Standards. None
of the financial information in this announcement has been audited in
accordance with the auditing standards generally accepted in the U.S. or the
auditing standards of the Public Company Accounting Oversight Board of the
U.S.
The New Warpaint Shares issuable to Eligible Brand Architekts Shareholders
under the Scheme have not been and will not be registered under the U.S.
Securities Act, and such New Warpaint Shares will be issued to Eligible Brand
Architekts Shareholders in reliance on the exemption from registration set
forth in Section 3(a)(10) of the U.S. Securities Act. Section 3(a)(10) of the
U.S. Securities Act exempts the offer and sale of securities issued in
exchange for one or more bona fide outstanding securities from the general
requirement of registration where the terms and conditions of the issuance and
exchange of such securities have been approved by a court authorized to grant
the approval, after a hearing upon the fairness of the terms and conditions of
the issuance and exchange at which all persons to whom the securities will be
issued have the right to appear and receive timely notice thereof. The Court
is authorized to conduct a hearing at which the fairness of the terms and
conditions of the Scheme will be considered. Subject to the approval of the
Scheme by the Brand Architekts Shareholders at the Court Meeting, a hearing on
the Scheme will be held at which all Brand Architekts Shareholders are
entitled to appear and be heard. The approval of the Court will constitute the
basis for the exemption under Section 3(a)(10) of the U.S. Securities Act for
the securities to be exchanged and issued to Eligible Brand Architekts
Shareholders pursuant to the Scheme. Before the Sanction Hearing, the Court
will be informed of this effect of the approval of the Scheme. The exchange
and issuance of the Brand Architekts Shares and New Warpaint Shares to
Eligible Brand Architekts Shareholders pursuant to the Scheme will also be
exempt from registration under the securities laws of the applicable states of
the United States.
The Brand Architekts Shares and New Warpaint Shares received pursuant to the
Scheme will be freely transferable under United States federal securities
laws, except that the U.S. Securities Act imposes restrictions on the resales
of those securities by persons who are "affiliates" of Brand Architekts or
Warpaint, as the case may be, after the completion of the Scheme or within 90
days before completion of the Scheme. As defined in Rule 144 under the U.S.
Securities Act, an "affiliate" of an issuer is a person that directly or
indirectly, through one or more intermediaries, controls, or is controlled by,
or is under common control with, the issuer. Usually, this includes the
directors, executive officers and significant shareholders of the issuer.
It may be difficult for U.S. holders of Brand Architekts Shares to enforce
their rights and any claims they may have arising under U.S. federal
securities laws in connection with the Acquisition, since Brand Architekts is
organised under the laws of a country other than the United States, and some
or all of its officers and directors may be residents of countries other than
the United States, and most of the assets of Brand Architekts are located
outside of the United States. U.S. holders of Brand Architekts Shares may not
be able to sue a non-U.S. company or its officers or directors in a non-U.S.
court for violations of U.S. federal securities laws. Further, it may be
difficult to compel a non-U.S. company and its affiliates to subject
themselves to a U.S. court's jurisdiction or judgment.
If Warpaint were to elect to implement the Acquisition by means of a Takeover
Offer, such Takeover Offer may be made in compliance with applicable U.S.
securities laws and regulations including, to the extent applicable, Section
14(e) of the U.S. Exchange Act and Regulation 14E thereunder, and will be made
in accordance with the Code. Such a Takeover Offer may be made in the United
States by Warpaint and no one else. Accordingly, the Acquisition may be
subject to disclosure and other procedural requirements, including with
respect to withdrawal rights, offer timetable, settlement procedures and
timing of payments that are different from those applicable under U.S.
domestic tender offer procedures and law.
The receipt of cash pursuant to the Acquisition by a Brand Architekts
Shareholder in the United States as consideration for the transfer of its
Brand Architekts Shares pursuant to the Scheme will likely be a taxable
transaction for United States federal income tax purposes and under any
applicable United States state and local income tax laws. Each Brand
Architekts Shareholder in the United States is urged to consult its
independent professional tax or legal adviser immediately regarding the U.S.
federal, state and local income and non-income tax consequences of the
Acquisition applicable to it, as well as any consequences arising under the
laws of any other taxing jurisdiction.
The New Warpaint Shares issuable pursuant to the Scheme have not been approved
or disapproved by the SEC or the state securities regulatory authority of any
state of the United States, nor has the SEC or the securities regulatory
authority of any state of the United States passed on the adequacy or accuracy
of this announcement. Any representation to the contrary is a criminal
offence.
Forward-Looking Statements
This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Warpaint and Brand Architekts contain statements
which are, or may be deemed to be, "forward-looking statements".
Forward-looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections of the
management of Warpaint and Brand Architekts about future events, and are
therefore subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied by the
forward-looking statements.
The forward-looking statements contained in this announcement include
statements relating to the expected effects of the Acquisition on Warpaint and
Brand Architekts (including their future prospects, developments and
strategies), the expected timing and scope of the Acquisition and other
statements other than historical facts. Often, but not always, forward-looking
statements can be identified by the use of forward-looking words such as
"prepares", "plans", "expects" or "does not expect", "is expected", "is
subject to", "budget", "projects", "synergy", "strategy", "scheduled", "goal",
"estimates", "forecasts", "cost-saving", "intends", "anticipates" or "does not
anticipate", or "believes", or variations of such words and phrases or
statements that certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved. Forward-looking
statements may include statements relating to the following: (i) future
capital expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the expansion
and growth of Warpaint's, any member of the Warpaint Group's, Brand
Architekts' or any member of the Brand Architekts Group's operations and
potential synergies resulting from the Acquisition; and (iii) the effects of
global economic conditions and governmental regulation on Warpaint's, Brand
Architekts' or any member of the Warpaint Group's or Brand Architekts Group's
business.
Although Warpaint and Brand Architekts believe that the expectations reflected
in such forward-looking statements are reasonable, Warpaint and Brand
Architekts can give no assurance that such expectations will prove to be
correct. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that
will occur in the future. There are a number of factors that could cause
actual results and developments to differ materially from those expressed or
implied by such forward-looking statements, and no undue reliance should be
placed on any such forward-looking statements.
These factors include, but are not limited to: the ability to complete the
Acquisition; the ability to obtain requisite regulatory and shareholder
approvals and the satisfaction of other Conditions on the proposed terms and
schedule; changes in the global political, economic, business and competitive
environments and in market and regulatory forces; changes in future exchange
and interest rates; changes in tax rates; future business combinations or
disposals; changes in general economic and business conditions; changes in the
behaviour of other market participants; changes in the anticipated benefits
from the proposed transaction not being realised as a result of changes in
general economic and market conditions in the countries in which Warpaint, the
Warpaint Group, Brand Architekts and the Brand Architekts Group operate, weak,
volatile or illiquid capital and/or credit markets, changes in tax rates,
interest rate and currency value fluctuations, the degree of competition in
the geographic and business areas in which Warpaint and Brand Architekts
operate and changes in laws or in supervisory expectations or requirements.
Other unknown or unpredictable factors could cause actual results to differ
materially from those expected, estimated or projected in the forward-looking
statements. If any one or more of these risks or uncertainties materialises or
if any one or more of the assumptions proves incorrect, actual results may
differ materially from those expected, estimated or projected. Such
forward-looking statements should therefore be construed in the light of such
factors. Neither Warpaint nor Brand Architekts, nor any of their respective
associates or directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed or implied
in any forward-looking statements in this announcement will actually occur.
You are cautioned not to place any reliance on these forward-looking
statements.
Other than in accordance with their legal or regulatory obligations, neither
Warpaint nor Brand Architekts is under any obligation, and Warpaint and Brand
Architekts expressly disclaim any intention or obligation, to update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise.
Dealing and Opening Position Disclosure Requirements
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). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3:30 p.m.
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3:30 p.m. (London time) on the
10th business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and 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), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3:30 p.m. (London
time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.
Publication on a website
In accordance with Rule 26.1 of the Code, a copy of this announcement and the
documents required to be published by Rule 26 of the Code will be made
available, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Warpaint's website at
https://www.warpaintlondonplc.com/investors/Brand-Architekts-Group-plc
(https://www.warpaintlondonplc.com/investors/Brand-Architekts-Group-plc) and
on Brand Architekts' website at
https://www.brandarchitektsplc.com/offer-for-brand-architekts
(https://www.brandarchitektsplc.com/offer-for-brand-architekts) by no later
than 12 noon (London time) on the Business Day following this announcement.
For the avoidance of doubt, neither the content of these websites nor of any
website accessible from hyperlinks set out in this announcement is
incorporated by reference or forms part of this announcement.
No profit forecasts, estimates or quantified financial benefits statements
No statement in this announcement is intended as a profit forecast, profit
estimate or quantified financial benefits statement for any period and no
statement in this announcement should be interpreted to mean that earnings or
earnings per share for Brand Architekts for the current or future financial
years would necessarily match or exceed the historical published earnings or
earnings per share for Brand Architekts.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, Brand Architekts Shareholders,
persons with information rights and participants in the Brand Architekts Share
Plans may request a hard copy of this announcement, free of charge, by
contacting Brand Architekts' registrars, Computershare Investor Services PLC,
during business hours on 0370 707 1332 within the United Kingdom or on +44 (0)
370 707 1332 from overseas or by submitting a request in writing to
Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol
BS99 6ZZ, United Kingdom, with an address to which the hard copy may be sent.
Calls are charged at the standard geographic rate and will vary by provider.
Calls outside the United Kingdom will be charged at the applicable
international rate. For persons who receive a copy of this announcement in
electronic form or via a website notification, a hard copy of this
announcement will not be sent unless so requested. In accordance with Rule
30.3 of the Code, such persons may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form.
Electronic Communications
Please be aware that addresses, electronic addresses and certain other
information provided by Brand Architekts Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Brand Architekts may be provided to Warpaint during the
offer period as required under Section 4 of Appendix 4 of the Code to comply
with Rule 2.11(c) of the Code.
Rounding
Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of figures that precede them.
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www.rns.com (http://www.rns.com/)
.
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