Scheme of Arrangement Becomes Effective
31/05/2022 13:57
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RNS Number : 4344N Brand Architekts Group PLC 31 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.
FOR IMMEDIATE RELEASE
31 May 2022
Brand Architekts Group plc ("Brand Architekts")
Recommended Merger
of
InnovaDerma plc ("InnovaDerma") with Brand Architekts
Scheme of Arrangement Becomes Effective
On 31 March 2022, the Boards of Brand Architekts and InnovaDerma announced
that they had reached agreement on the terms of a recommended merger of Brand
Architekts and InnovaDerma (the "Merger"), to be implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006
(the "Scheme").
Scheme becomes Effective
On 27 March 2022, InnovaDerma announced that the High Court of Justice in
England and Wales had sanctioned the Scheme at the Court Hearing held on 27
March 2022.
Brand Architekts and InnovaDerma are pleased to announce that, following the
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 and the entire
issued share capital of InnovaDerma is now owned by Brand Architekts.
Consideration due to Scheme Shareholders
InnovaDerma Shareholders on the register of members of InnovaDerma at the
Scheme Record Time, being 6.00 p.m. on 30 May 2022, will receive 7 pence in
cash and 0.3818 New Brand Architekts Shares for each InnovaDerma Scheme Share
held by them.
Settlement of the consideration to which any InnovaDerma Shareholder is
entitled will be effected by way of the despatch of cheques/share certificates
or the crediting of CREST accounts (for InnovaDerma Shareholders holding
shares in certificated form and uncertificated form, respectively) as soon as
practicable and in any event not later than 14 days after the Effective Date,
being 14 June 2022.
Suspension, delisting and cancellation of trading of InnovaDerma Shares
The listing of and dealings in InnovaDerma Shares on the Standard listing
segment of the Official List and the London Stock Exchange's main market for
listed securities were suspended with effect from 7.30 a.m. today.
Applications have been made to the Financial Conduct Authority and the London
Stock Exchange respectively in relation to the delisting of the InnovaDerma
Shares from the Standard listing segment of the Official List and the
cancellation of the admission to trading of the InnovaDerma Shares on the
London Stock Exchange's main market for listed securities, which delisting and
cancellation is expected to take effect from 8.00 a.m. on 1 June 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.
As a result of the Scheme having become Effective, share certificates in
respect of InnovaDerma Shares have ceased to be valid documents of title and
entitlements to InnovaDerma Shares held in uncertified form in CREST are being
cancelled.
Admission of New Brand Architekts Shares
It is expected that 10,712,478 New Brand Architekts Shares will be issued
pursuant to the Scheme and that the admission of the New Brand Architekts
Shares to trading on AIM will take place at 8.00 a.m. on 1 June 2022.
Total voting rights of Brand Architekts
Following the issue of the New Brand Architekts Shares, Brand Architekts will
have a total of 27,943,180 ordinary shares of 5 pence each in nominal value
each issued and admitted to trading. Each Brand Architekts Share carries the
right to one vote. Brand Architekts does not hold any shares in treasury.
Following issue of the New Brand Architekts Shares, the total voting rights
figure of 27,943,180 may be used by Brand Architekts Shareholders as the
denominator for the calculations by which they determine if they are required
to notify their interest in, or a change to their interest in, Brand
Architekts under the FCA's Disclosure Guidance and Transparency Rules.
InnovaDerma Board appointments and resignations
Brand Architekts is in discussion with the non-executive directors of
InnovaDerma, regarding their resignations from InnovaDerma's board, and with
Simon Pyper, in relation to him joining the board of Brand Architekts.
Defined terms used but not defined in this announcement ("Announcement") have
the meaning given to them in the Scheme Document.
For further information please contact:
Brand Architekts Group PLC via Alma
Quentin Higham / Tom Carter
Singer Capital Markets (Financial Adviser, Nominated Adviser and Corporate 020 7496 3000
Broker to Brand Architekts)
Jen Boorer / Shaun Dobson / Dan Dearden-Williams
Alma PR 0203 405 0205
Josh Royston / Sam Modlin
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 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.
Overseas Shareholders of InnovaDerma
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 (and 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 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 (as defined in the Scheme Document) 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 as doing so may invalidate any purported vote
in respect of the Merger.
Further details in relation to Overseas Shareholders of InnovaDerma are
contained in the Scheme Document.
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
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.
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