REG - Brand Architekts Grp Warpaint London PLC - Court sanction of the Scheme

Warpaint LondonAnnouncement

10/02/2025 13:15

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RNS Number : 5562W  Brand Architekts Group PLC  10 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

10 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)

Court sanction of the Scheme

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 (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.

Brand Architekts and Warpaint are pleased to announce that the High Court in
England and Wales has today issued the Court Order sanctioning the Scheme.

The Scheme will become Effective upon the delivery of a copy of the Court
Order to the Registrar of Companies for registration, which is expected to
occur on 12 February 2025.

Next Steps

There have been no changes to the expected timetable of principal events for
the Acquisition as set out in the announcement made by Brand Architekts on 14
January 2025 and Brand Architekts confirms that the Scheme Record Time will be
6.00 p.m. on 11 February 2025.

A request has been made for the suspension of dealings in Brand Architekts
Shares on AIM with effect from 7:30 a.m. on 12 February 2025. The last day of
dealings in Brand Architekts Shares will therefore be 11 February 2025 and,
once suspended, it is not expected that trading in Brand Architekts Shares
will recommence.

It is expected that, subject to the Scheme becoming Effective on 12 February
2025, the cancellation of the admission to trading of the Brand Architekts
Shares on AIM will become effective from 7.00 a.m. on 13 February 2025.

A further announcement will be made when the Scheme has become Effective.

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-plc) 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.

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.

-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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