InnovaDerma PLC Brand Architekts Grp - Scheme Timetable
05/05/2022 10:00
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RNS Number : 4443K InnovaDerma PLC 05 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
Scheme Timetable
On 31 March 2022, the Boards of InnovaDerma and Brand Architekts announced
that they had reached agreement on the terms and conditions of a recommended
cash and shares Merger pursuant to which Brand Architekts will acquire the
entire issued and to be issued ordinary share capital of InnovaDerma (the
"Merger") (Brand Architekts and InnovaDerma together, the "Combined Group").
The Merger is to be effected by means of a Court-sanctioned scheme of
arrangement (the "Scheme") between InnovaDerma and the Scheme Shareholders
under Part 26 of the Companies Act 2006.
On 25 April 2022, the scheme document in connection with the Merger (the
"Scheme Document") was published. The Scheme Document contains further
information with regards to the Scheme and the actions to be taken by
InnovaDerma Shareholders with regard to the Scheme.
The Scheme Document set out an indicative timetable showing the expected dates
for implementation of the Scheme. Accordingly, following further confirmation,
the anticipated timetable for effecting the Scheme has changed. The amended
timetable is shown below and the changes relate only to the dates for the
Court Hearing onwards. For the avoidance of doubt, there have been no changes
to the dates of the Court Meeting or General Meeting.
Unless otherwise defined, all capitalised terms in this announcement (the
"Announcement") shall have the same meaning given to them in the Scheme
Document.
Event Time and/or date
Latest time for lodging Forms of Proxy for the:
• Court Meeting (WHITE Form of Proxy) 10.00 a.m. on 17 May 2022(1)
• General Meeting (YELLOW Form of Proxy) 10.15 a.m. on 17 May 2022(2)
Voting Record Time 6.00 p.m. on 17 May 2022(3)
Court Meeting 10.00 a.m. on 19 May 2022
General Meeting 10.15 a.m. on 19 May 2022(4)
Brand Architekts General Meeting 1.00 p.m. on 19 May 2022
Certain of the following dates are subject to change(5):
Court Hearing to sanction the Scheme 27 May 2022
Last day of dealings in, and for registration of transfers of, and disablement 30 May 2022
in CREST of, InnovaDerma Shares
Scheme Record Time 6.00 p.m. on 30 May 2022
Suspension of dealings on the London Stock Exchange in InnovaDerma Shares 7.30 a.m. on 31 May 2022
Effective Date 31 May 2022
Cancellation of listing of InnovaDerma Shares on the Official List of the FCA 7.00 a.m. on 1 June 2022
and admission to trading on the Main Market of the London Stock Exchange
Delisting of InnovaDerma Shares from EuroNext Access Paris 6.00 a.m. on 1 June 2022
Admission of the New Brand Architekts Shares to trading on AIM 8.00 a.m. on 1 June 2022
Crediting of New Brand Architekts Shares to CREST accounts as soon as possible after 1 June 2022
Latest date for CREST accounts to be credited with New Brand Architekts Shares 14 June 2022
(and, if applicable, for share certificates in respect of New Brand Architekts
Shares to be issued)
Settlement of the Cash Consideration payable under the Merger by no later than 14 June 2022
Long Stop Date 4 July 2022(6)
All references in this table to times are to London time unless stated
otherwise.
(1) The WHITE Form of Proxy for the Court Meeting should be received by SLC
Registrars before 10.00 a.m. on 17 May 2022, or, if the Court Meeting is
adjourned, not later than 48 hours before the time fixed for the holding of
the adjourned meeting. WHITE Forms of Proxy not so received may be handed to
the Chairman of the Court Meeting before the taking of the poll at the Court
Meeting.
(2) The YELLOW Form of Proxy for the General Meeting must be lodged with SLC
Registrars before 10.15 a.m. on 17 May 2022 in order for it to be valid, or,
if the General Meeting is adjourned, not later than 48 hours before the time
fixed for the holding of the adjourned meeting. The YELLOW Form of Proxy
cannot be handed to the Chairman of the General Meeting at that meeting.
(3) If a InnovaDerma Meeting is adjourned, only those Scheme Shareholders (in
the case of the Court Meeting) and InnovaDerma Shareholders (in the case of
the General Meeting) on the register of members of InnovaDerma at close of
business on the day which is two Business Days before the adjourned meeting
will be entitled to attend and vote.
(4) To commence at the time fixed or, if later, immediately after the
conclusion or adjournment of the Court Meeting.
(5) These times and dates are indicative only and will depend, among other
things, on the date on which: (i) the Conditions are either satisfied, or (if
capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the
Court Order is delivered to the Registrar of Companies. InnovaDerma will give
notice of any change(s) by issuing an announcement through a RIS and, if
required by the Panel, send notice of the change(s) to InnovaDerma
Shareholders and other persons with information rights.
(6) This is the last date on which the Scheme may become Effective unless
InnovaDerma and Brand Architekts, with the consent of the Panel and, if
required, the approval of the Court, agree in writing a later date.
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, including details of how to vote in respect of the Merger (or, in the
case of a Takeover Offer, to accept the offer).
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. Any decision to vote in respect of resolutions to be
proposed at the InnovaDerma Meetings to approve the Merger, the Scheme or
related matters, should be made only on the basis of the information contained
in the Scheme 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.
This Announcement does not constitute a prospectus or prospectus equivalent
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 or to vote their
Scheme Shares in respect of the Scheme at the Court Meeting (or their
InnovaDerma Shares at the General Meeting), or to execute and deliver Forms of
Proxy appointing another to vote at the Court Meeting and/or the General
Meeting on their behalf, 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 and no person may vote in favour of the Merger by any such use,
means, instrumentality or form within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws of 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
as doing so may invalidate any purported vote in respect of the Merger.
If the Merger 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 or into or by use of the mails or any other
means or instrumentality (including, without limitation, facsimile, e-mail or
other electronic transmission, telex or telephone) of interstate or foreign
commerce of, or any facility of a national, state or other securities exchange
of any Restricted Jurisdiction and the Takeover Offer will not be capable of
acceptance by any such use, means, instrumentality or facilities or from
within any Restricted Jurisdiction.
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.
Profit forecasts and estimates
No statement in this Announcement is intended to constitute a profit forecast
or profit estimate and no statement in this Announcement should be interpreted
to mean that the earnings or future earnings per share of or dividends or
future dividends per share of Brand Architekts or InnovaDerma for current or
future financial years will necessarily match or exceed the historical or
published earnings or dividends per share of Brand Architekts or InnovaDerma,
as appropriate.
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.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Takeover Code, InnovaDerma announces that,
as at close of business on the Last Practicable Date, it has
28,057,825 InnovaDerma Shares in issue, which are listed on the Official List
and admitted to trading on the Main Market of the London Stock Exchange.
InnovaDerma has no shares held in treasury. The International Securities
Identification Number (ISIN) of the InnovaDerma Shares is GB00BT9PTW34.
In accordance with Rule 2.9 of the Takeover Code, Brand Architekts announces
that as at close of business on the Last Practicable Date, it has
17,230,702 Brand Architekts Shares in issue and admitted to trading on AIM.
Brand Architekts has no shares held in treasury. The ISIN of the Brand
Architekts Shares is GB0008667304.
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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