REG - Brand Architekts Grp - Scheme Effective

Brand ArchitektsAnnouncement

12/02/2025 14:45

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RNS Number : 8965W  Brand Architekts Group PLC  12 February 2025

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

12 FEBRUARY 2025

RECOMMENDED ACQUISITION

of

BRAND ARCHITEKTS GROUP PLC ("BRAND ARCHITEKTS")

by

WARPAINT LONDON PLC ("WARPAINT")

(to be effected by means of a scheme of arrangement under Part 26 of the
Companies Act 2006)

Scheme Effective

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 being
implemented by way of a Court-sanctioned scheme of arrangement under Part 26
of the Companies Act 2006 (the "Scheme").

A circular in relation to the Acquisition was published by Brand Architekts on
19 December 2024 (the "Scheme Document"). Capitalised terms in this
announcement, unless otherwise defined, have the same meanings as set out in
the Scheme Document and all references to times in this announcement are to
London time unless otherwise stated.

On 10 February 2025, Brand Architekts announced that the High Court of Justice
in England and Wales had issued the Court Order sanctioning the Scheme.

Brand Architekts and Warpaint are pleased to announce that, following delivery
of a copy of the Court Order to the Registrar of Companies today, the Scheme
has now become Effective in accordance with its terms.

Settlement of consideration

As set out in the Scheme Document published by Brand Architekts on 19 December
2024, a Scheme Shareholder on the register of members of Brand Architekts at
the Scheme Record Time, being 6.00 p.m. on 11 February 2025, is entitled to
receive for each Brand Architekts Share either (1) 48 pence in cash; or (2)
provided the Scheme Shareholder has made a valid Alternative Share Offer
Election, whether by returning a Form of Election or making an Electronic
Election through CREST, by no later than the Election Return Deadline in
respect of their entire holding of Brand Architekts Shares, 0.0916 Warpaint
Shares.

Settlement of the Cash Consideration to which any Scheme Shareholder is
entitled will be effected by the despatch of cheques (for Brand Architekts
Shareholders holding Scheme Shares in certificated form) or the crediting of
CREST accounts (for Brand Architekts Shareholders holding Scheme Shares in
uncertificated form). The latest date for despatch of cheques and settlement
of the Cash Consideration in relation to the Acquisition through CREST is 26
February 2025.

For Brand Architekts Shareholders holding Scheme Shares in certificated form,
settlement of New Warpaint Shares to which any Scheme Shareholder is entitled
will be effected by the despatch of share certificates in respect of New
Warpaint Shares. The latest date for despatch of share certificates in respect
of the New Warpaint Shares is 26 February 2025.

For Brand Architekts Shareholders holding Scheme Shares in uncertificated
form, settlement of New Warpaint Shares to which any Scheme Shareholder is
entitled will be effected by the crediting of CREST accounts. New Warpaint
Shares are expected to be settled through CREST at 8.00 a.m. on 13 February
2025.

Suspension and cancellation of listing and trading

The admission to trading of the Brand Architekts Shares on AIM was suspended
with effect from 7.30 a.m. today and it is expected that the admission to
trading of the Brand Architekts Shares on AIM will be cancelled with effect
from 7.00 a.m. on 13 February 2025.

Alternative Share Offer Elections

In relation to the Alternative Share Offer, valid Alternative Share Offer
Elections were received in respect of  •  Brand Architekts Shares and
accordingly Warpaint will make an application to the London Stock Exchange for
the admission of  •  New Warpaint Shares to trading on AIM ("Admission").
Admission is expected to take place at 8.00 a.m. on 13 February 2025.

Resignation of directors

As the Scheme has now become Effective, Brand Architekts duly announces that,
as of today's date, non-executive directors Roger McDowell, Christopher How
and Amy Nelson Bennett have tendered their resignations and have stepped down
from the Brand Architekts Board. Samuel Bazini, Eoin Macleod and Neil Rodol
have been appointed as directors of the Company with effect from today.

If any of the expected times and/or dates above change, the revised times
and/or dates will be notified to Brand Architekts Shareholders by announcement
through a Regulatory Information Service, with such announcement being made
available on Warpaint's website at
https://www.warpaintlondonplc.com/investors/brand-architektsgroup-plc
(https://www.warpaintlondonplc.com/investors/brand-architektsgroup-plcl) and
Brand Architekts' website at
 https://www.brandarchitektsplc.com/offer-for-brandarchitekts
(https://www.brandarchitektsplc.com/offer-for-brandarchitekts) .

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)
 Warpaint                                                                                                               c/o IFC Advisory

 Sam Bazini (Chief Executive Officer)

 Eoin Macleod (Managing Director)

 Neil Rodol (Chief Financial Officer)
 Shore Capital (Financial Adviser, Nominated Adviser and Broker to Warpaint)                                            +44 20 7408 4090

 Patrick Castle (Corporate Advisory)

 Daniel Bush (Corporate Advisory)

 Lucy Bowden (Corporate Advisory)

 Fiona Conroy (Corporate Broking)
 IFC Advisory (Financial PR & IR)                                                                                       020 3934 6630

 Tim Metcalfe, Graham Herring, Florence Chandler

 

Addleshaw Goddard LLP is acting as legal adviser to Brand Architekts in
relation to the Acquisition.

Fladgate LLP is acting as legal adviser to Warpaint in relation to 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.

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited
(either individually or collectively "Shore Capital"), which are authorised
and regulated by the Financial Conduct Authority in the United Kingdom, are
acting as Financial Adviser, Nominated Adviser and Sole Broker exclusively for
Warpaint and no one else in connection with the matters set out to in this
announcement and will not regard any other person as their client in relation
to such matters and will not be responsible to anyone other than Warpaint for
providing the protections afforded to clients of Shore Capital nor for
providing advice in relation to the contents of, or any matter referred to in,
this announcement or any transaction or arrangement referred to herein.
Neither Shore Capital and Corporate Limited nor Shore Capital Stockbrokers
Limited, nor any of their subsidiaries or affiliates 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 Shore Capital in connection with this announcement, any statement
contained herein, any transaction or arrangement referred to herein, or
otherwise.

 

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