InnovaDerma PLC Brand Architekts Grp - Court Sanction of Scheme and Suspension
27/05/2022 16:01
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RNS Number : 1380N InnovaDerma PLC 27 May 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
Recommended Merger
of
InnovaDerma plc ("InnovaDerma") with Brand Architekts Group plc ("Brand
Architekts")
to be effected by way of a scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme")
Court Sanction of Scheme and Suspension of Dealings
Further to the announcement dated 19 May 2022, in relation to the results of
the Court Meeting and General Meeting of InnovaDerma held in connection with
the Scheme, the InnovaDerma Board is pleased to announce that, at the Court
Hearing today in connection with the recommended merger of InnovaDerma with
Brand Architekts, the Court has made an order sanctioning the Scheme.
Applications have been made for the suspension of: (i) the listing of
InnovaDerma Shares on the Standard listing segment of the Official List of the
Financial Conduct Authority and (ii) the trading in InnovaDerma Shares on the
London Stock Exchange's main market for listed securities, and such
suspensions are expected to take effect by 7.30 a.m. on 31 May 2022. The last
day of dealings in, and registration of transfers of, InnovaDerma Shares is
therefore expected to be 30 May 2022. The Scheme Record Time will be 6.00 p.m.
on 30 May 2022.
The InnovaDerma Shares have been suspended from trading on EuroNext Access
Paris since 7 September 2016 and application has been made for their listing
to be cancelled with effect from 6.00 a.m. on 1 June 2022.
The Scheme will become Effective once the Court Order has been delivered to
the Registrar of Companies, which is expected to take place on 31 May 2022. A
further announcement will be made when the Scheme has become Effective.
InnovaDerma has also applied for: (i) the delisting of InnovaDerma Shares from
the Standard listing segment of the Official List of the FCA and (ii) the
cancellation of admission to trading of InnovaDerma Shares on the London Stock
Exchange's main market for listed securities, and such delisting and
cancellation is expected to take effect as of 8.00 a.m. on 1 June 2022.
Full details of the Merger are set out in the circular sent to InnovaDerma
Shareholders dated 25 April 2022 ("Scheme Document"). Unless otherwise
defined, all capitalised terms in this announcement (the "Announcement") shall
have the same meaning given to them in the Scheme Document.
All references in this Announcement and the Scheme Document are to London,
England time unless otherwise stated.
Enquiries:
InnovaDerma plc c/o TB Cardew
Blake Hughes, Chief Executive Officer innovaderma@tbcardew.com
Andrew Dunderdale, Group Finance Director
finnCap Ltd (Financial Adviser, Rule 3 Adviser and Corporate Broker to +44 (0) 2072 200 500
InnovaDerma)
Geoff Nash / Henrik Persson / Kate Bannatyne
Brand Architekts plc +44 (0) 20 3166 2840
Quentin Higham, Chief Executive Officer
Tom Carter, Chief Financial Officer
Singer Capital Markets Advisory LLP (Financial Adviser, Nominated Adviser and +44 (0) 20 7496 3000
Corporate Broker to Brand Architekts)
Jen Boorer / Shaun Dobson / Dan Dearden-Williams
Alma PR (Financial PR Adviser to Brand Architekts) +44 (0) 203 405 0205
Josh Royston / Sam Modlin
TB Cardew (Financial PR Adviser to InnovaDerma)
Shan Willenbrock / Olivia Rosser + 44 (0) 7775 848547
Important notices relating to financial advisers
Singer Capital Markets Advisory LLP, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting exclusively for
Brand Architekts and no one else in connection with the matters set out in
this Announcement and will not be responsible to anyone other than Brand
Architekts for providing the protections offered to clients of Singer Capital
Markets or for providing advice in relation to the contents of this
Announcement or any matters referred to in this Announcement.
finnCap Ltd, which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively for InnovaDerma and for
no one else in connection with the subject matter of this Announcement and
will not be responsible to anyone other than InnovaDerma for providing the
protections afforded to clients of finnCap or for providing advice in relation
to the contents of this Announcement or any matters referred to in this
Announcement.
Further information
This Announcement is for information purposes only. It is not intended to and
does not constitute, or form part of, any 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 Merger or otherwise, nor shall
there be any sale, issuance or transfer of securities of InnovaDerma pursuant
to the Merger or otherwise in any jurisdiction in contravention of applicable
law. The Merger will be implemented solely by means of the Scheme Document
(or, in the event that the Merger is to be implemented by means of a Takeover
Offer, the offer document) which contains the full terms and conditions of the
Merger.
InnovaDerma has prepared the Scheme Document and distributed it to InnovaDerma
Shareholders. The Boards of InnovaDerma and Brand Architekts urge InnovaDerma
Shareholders to read the Scheme Document carefully as it will contain
important information relating to the Merger, the New Brand Architekts Shares
and the Combined Group.
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.
This Announcement does not constitute a prospectus or prospectus exempted
document. The New Brand Architekts Shares to be issued pursuant to the Merger
are not being offered to the public by means of this Announcement. The Merger
will be subject to the applicable requirements of the Takeover Code, the
Panel, the London Stock Exchange, the Listing Rules and the FCA.
Please be aware that addresses, electronic addresses and certain other
information provided by InnovaDerma Shareholders, persons with information
rights and other relevant persons for the receipt of communication by
InnovaDerma may be provided to Brand Architekts during the Offer Period as
required by section 4 of Appendix 4 to the Takeover Code.
Overseas Shareholders
This Announcement has been prepared for the purpose of complying with English
law, the Takeover Code, the Market Abuse Regulation, the AIM Rules, the
Listing Rules and the Disclosure Guidance and Transparency Rules and the
information disclosed may not be the same as that which would have been
disclosed if this Announcement had been prepared in accordance with the laws
of jurisdictions outside of the United Kingdom.
The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom may be restricted by law and/or regulation.
Persons who are not resident in the United Kingdom, or who are subject to the
laws of other jurisdictions should inform themselves of, and observe, any
applicable legal or regulatory requirements. In particular, the ability of
persons who are not resident in the United Kingdom or who are subject to the
laws of another jurisdiction to participate in the Merger may be affected by
the laws of the relevant jurisdictions in which they are located or to which
they are subject. Any failure to comply with the applicable requirements may
constitute a violation of the laws and/or regulations of any such
jurisdiction. To the fullest extent permitted by applicable law, the companies
and persons involved in the Merger disclaim any responsibility or liability
for the violation of such restrictions by any person.
Unless otherwise determined by Brand Architekts or required by the Takeover
Code and permitted by applicable law and regulation, participation in the
Merger will not be made available, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction. Accordingly, copies of this Announcement and all documentation
relating to the Merger are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in, into or from a
Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this Announcement and all documents
relating to the Merger (including custodians, nominees and trustees) must not
mail or otherwise distribute or send them in, into or from such jurisdictions.
The availability of the New Brand Architekts Shares under the Merger to
InnovaDerma Shareholders who are not resident in the United Kingdom may be
affected by the laws of the relevant jurisdictions in which they are resident
or to which they are subject. Persons who are not resident in the United
Kingdom or who are subject to the laws of other jurisdictions should inform
themselves of, and observe, any applicable legal or regulatory requirements.
Further details in relation to Overseas Shareholders are contained in the
Scheme Document.
Forward looking statements
This Announcement (including information incorporated by reference into this
Announcement), any oral statements made by Brand Architekts or InnovaDerma in
relation to the Merger and other information published by Brand Architekts or
InnovaDerma may contain statements about Brand Architekts, InnovaDerma and the
Combined Group that are or may be forward looking statements. All statements
other than statements of historical fact included in this Announcement may be
forward looking statements. Without limitation, any statements preceded or
followed by or that include the words "targets", "plans", "goals", "believes",
"expects", "aims", "intends", "will", "may", "anticipates", "estimates",
"projects", hopes", "continues", "would", "could", "should" or words or terms
of similar substance or the negative of them, are forward looking statements.
Forward looking statements 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; and (ii) business and management strategies and the
expansion and growth of Brand Architekts's, InnovaDerma's or the Combined
Group's operations and potential synergies resulting from the Merger.
Such forward looking statements involve risks and uncertainties that could
significantly affect expected results and/or the operations of Brand
Architekts, InnovaDerma or the Combined Group and are based on certain
assumptions and assessments made by Brand Architekts and InnovaDerma in light
of their experience and their perception of historical trends, current
conditions, future developments and other factors they believe appropriate.
Except as expressly provided in this Announcement, they have not been reviewed
by the auditors of Brand Architekts or InnovaDerma. Although it is believed
that the expectations reflected in such forward looking statements are
reasonable, no assurance can be given that such expectations will prove to
have been correct and you are therefore cautioned not to place reliance on
these forward looking statements which speak only as at the date of this
Announcement. Neither InnovaDerma nor Brand Architekts, nor any of their
respective members, directors, officers, employees, advisers and any person
acting on behalf of one or more of them assumes any obligation to update or
correct the information contained in this Announcement (whether as a result of
new information, future events or otherwise) except as required by applicable
law (including as required by the Takeover Code, the Listing Rules, the AIM
Rules, the Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules).
There are several factors which could cause actual results to differ
materially from those expressed or implied in forward looking statements.
Among the factors that could cause actual results to differ materially from
those described in the forward looking statements are changes in the global,
political, economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future business
acquisitions or disposals. Such statements are qualified in their entirety by
the inherent risks and uncertainties surrounding future expectations.
No member of the Brand Architekts Group or the InnovaDerma Group, nor any of
their respective associates, directors, officers, employees 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.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per
cent. 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) of the Takeover Code
applies must be made by no later than 3.30 pm on the 10th Business Day
following the commencement of the Offer Period and, if appropriate, by no
later than 3.30 pm 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 Takeover Code, any person who is, or becomes,
interested in 1 per cent. 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,
save to the extent that these details have previously been disclosed under
Rule 8 of the Takeover Code. A Dealing Disclosure by a person to whom Rule
8.3(b) of the Takeover Code applies must be made by no later than 3.30 pm 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 of the Takeover
Code.
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 either of them (see
Rules 8.1, 8.2 and 8.4 of the Takeover Code).
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.
Requesting Hard Copy Documents
Pursuant to Rule 30.3 of the Takeover Code, a person so entitled may request a
copy of this Announcement and any information incorporated into it by
reference to another source in hard copy form. A person may also request that
all future documents, announcements and information to be sent to that person
in relation to the Merger should be in hard copy form.
Brand Architekts Shareholders may request a hard copy of this Announcement
(and any information incorporated by reference in this Announcement) by
writing to Computershare Investor Services plc, of The Pavilions, Bridgwater
Road, Bristol, BS13 8AE or by calling Computershare on +44 (0) 370 707 1332.
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 9.00 am - 5.30 pm, 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. It is important
that you note that unless you make such a request, a hard copy of this
Announcement and any such information incorporated by reference in it will not
be sent to you. You may also request that all future documents, announcements
and information to be sent to you in relation to the Merger should be in hard
copy form.
InnovaDerma Shareholders may request a hard copy of this Announcement (and any
information incorporated by reference in this Announcement) by writing to, SLC
Registrars, P.O. Box 5222, Lancing, BN99 9FG or by calling SLC Registrars on
+44 (0) 203 890 2122. 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 9.00 am - 5.30 pm,
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. It is
important that you note that unless you make such a request, a hard copy of
this Announcement and any such information incorporated by reference in it
will not be sent to you. You may also request that all future documents,
announcements and information to be sent to you in relation to the Merger
should be in hard copy form.
Publication on website
In accordance with Rule 26.1 of the Takeover Code, a copy of this Announcement
will be made available, free of charge, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on Brand
Architekts's website at www.brandarchitektsplc.com and on InnovaDerma's
website at www.innovaderma.com by no later than 12 noon on the Business Day
following the date of this Announcement.
Neither the content of the websites referred to in this Announcement nor the
content of any website accessible from hyperlinks on Brand Architekts's
website or InnovaDerma's website (or any other website) is incorporated into,
or forms part of, this Announcement.
The Merger is subject to the provisions of the Takeover Code.
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