REG - Warpaint London PLC - Notice of AGM and Posting of Annual Report

Warpaint LondonAnnouncement

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RNS Number : 3586F  Warpaint London PLC  22 May 2026

22 May 2026

 

 

Warpaint London PLC

("Warpaint" or the "Company")

 

Notice of AGM and Posting of Annual Report

 

Proposed waivers of Rule 9 of the City Code on Takeovers and Mergers

 

Warpaint London PLC (AIM: W7L), the specialist supplier of high quality colour
cosmetics and personal care brands at an affordable price, announces that its
annual report for the year ended 31 December 2025 ("Annual Report"), together
with a circular containing the notice of the 2026 Annual General Meeting
("AGM") and also details of proposed waivers of Rule 9 of the City Code on
Takeovers and Mergers (the "Takeover Code") (the "Circular"), is today being
posted to shareholders.

 

The Company's AGM will be held at Units B&C Orbital Forty Six, The
Ridgeway Trading Estate, Iver, Bucks, SL0 9HW on 16 June 2026 at 10.00 a.m.
BST.

 

Copies of the Annual Report and the the Circular will shortly be available on
the Company's website: https://www.warpaintlondonplc.com
(https://protect.checkpoint.com/v2/r02/___https:/www.warpaintlondonplc.com___.YXAxZTpzaG9yZWNhcDpjOm9mZmljZTM2NV9lbWFpbHNfYXR0YWNobWVudDphNjVkNjhmYzdkNDc2OWQ1Mzk0MDExNDEyZjM2OWY0YTo3OjMwODk6NTI0MWI0MDFmMjQxN2E4M2E0MmVmZjgzMjNmMTY0YjA0NDI2ZjZlYTgxNTBiYTgzNTg3NGMyNDdlYzUxYTlmOTpwOlQ6Tg)

 

Summary of AGM Business

 

In addition to the ordinary business to be conducted at the AGM, shareholders
will be asked to consider resolutions relating to the approval of waivers
granted by the Panel on Takeovers and Mergers (the "Panel") in relation to
Rule 9 of the Takeover Code.

 

The Concert Party

 

The Panel has previously determined that Samuel Bazini, Eoin Macleod and Neil
Rodol, given their long-standing business interests and relationships,
together with their close relatives, are considered to be acting in concert
with each other for the purposes of the Takeover Code (the "Concert Party").
The Concert Party currently holds, in aggregate, 32,094,375 ordinary shares of
25 pence each ("Ordinary Shares") representing an aggregate interest of
approximately 39.73 per cent. of the Company's issued share capital of
80,787,321 Ordinary Shares as at 21 May 2026, being the latest practicable
date prior to publication of the Circular.

 

Rule 9 Waivers

 

As described above, the Company is seeking to renew its authority to purchase
up to 10 per cent. of its issued share capital (the "Proposed Buyback").
Additionally, the Company intends to grant 137,735 new options under its
enterprise management incentive scheme rules to Neil Rodol ("New Concert Party
Options").

 

Assuming full utilisation of the Proposed Buyback authority and full exercise
of the New Concert Party Options referred to above, and assuming no other
changes to the issued share capital of the Company, the Concert Party's
aggregate interest could increase to approximately 44.25 per cent. of the
Company's voting rights, which would otherwise trigger an obligation for the
Concert Party to make an offer, in cash, for the entire issued and to be
issued share capital of the Company under Rule 9 of the Takeover Code.
Accordingly, the Company is seeking the approval of its independent
shareholders for a waiver from this obligation both in respect to the Proposed
Buyback and the issue and exercise of the New Concert Party Options ("Waiver
Resolutions").

 

The Panel has agreed to waive the obligation to make an offer that would
otherwise arise under Rule 9 of the Takeover Code as a result of the Proposed
Buyback and/or exercise of the New Concert Party Options, subject to the
approval of the independent shareholders of the Wavier Resolutions. The Waiver
Resolutions are being proposed at the AGM and will be taken on a poll. In
accordance with the requirements of the Takeover Code, the Concert Party will
not be entitled to vote on the Waiver Resolutions.

 

Certain extracts from the Circular containing further information on the
Waiver Resolutions are set out at the end of this announcement.

 

Enquiries:

 

 Warpaint                                                        c/o IFC

 Sam Bazini - Chief Executive Officer

 Eoin Macleod - Managing Director

 Neil Rodol - Chief Financial Officer
 Shore Capital (Nominated Adviser & Joint Broker)                020 7408 4090

 Patrick Castle, Daniel Bush, Lucy Bowden - Corporate Advisory

 Fiona Conroy - Corporate Broking

 Berenberg (Joint Broker)                                        020 3207 7800

 Clayton Bush, Alix Mecklenburg-Solodkoff, Alex Wright
 IFC Advisory (Financial PR & IR)                                020 3934 6632

 Tim Metcalfe, Graham Herring, Florence Staton

 

Warpaint London PLC

 

Warpaint is a specialist supplier of high quality colour cosmetics and
personal care brands at an affordable price, sold under the W7, Technic, Skin
& Tan, Super Facialist, Dirty Works and Fish Soho brands. Its brands are
sold primarily to major retailers, retail chains and supermarkets, with a
growing direct online business. Additionally, in February 2026, Warpaint
acquired the Barry M colour cosmetic brand.

 

Circular extracts

 

Certain extracts from the Circular are set out below. Defined terms in the
extracts below have the meaning ascribed to them in the Circular.

 

Takeover Code

The Takeover Code applies to the Company. Under Rule 9 of the Takeover Code,
any person who acquires an interest in shares which, taken together with
shares in which that person or any person acting in concert with that person
is interested, carry 30% or more of the voting rights of a company which is
subject to the Takeover Code is normally required to make an offer to all the
remaining shareholders to acquire their shares.

Similarly, when any person, together with persons acting in concert with that
person, is interested in shares which in the aggregate carry not less than 30%
of the voting rights of such a company but does not hold shares carrying more
than 50% of the voting rights of the company, an offer will normally be
required if such person or any person acting in concert with that person
acquires a further interest in shares which increases the percentage of shares
carrying voting rights in which that person is interested.

Further, under Rule 37.1 of the Takeover Code, when a company redeems or
purchases its own shares, any resulting increase in the percentage of voting
rights carried by the shares in which a person, or group of persons acting in
concert, is interested will be treated as an acquisition of interests in
shares carrying voting rights for the purpose of Rule 9.1.

An offer under Rule 9 must be made in cash at the highest price paid by the
person required to make the offer, or any person acting in concert with such
person, for any interest in shares of the company during the 12 months prior
to the announcement of the offer.

The Concert Party

On the basis that the issued share capital of the Company is 80,787,321
Ordinary Shares (being the issued share capital of the Company as at the
Latest Practicable Date) and assuming that (i) the Share Buyback Resolution
and the Waiver Resolutions are passed at the Annual General Meeting, (ii) full
use is made by the Company of the Share Buyback Authority, (iii) full exercise
is made of the New Concert Party Options and there is no exercise of any other
Options, (iv) there are no issues of Ordinary Shares for any other reason and
(v) the Concert Party does not dispose of any of its Ordinary Shares pursuant
to the Company's exercise of the Share Buyback Authority, the total number of
Ordinary Shares which would then be in issue would be 72,846,324 and the
Concert Party's maximum interest in Ordinary Shares would increase to 44.25
per cent. of the voting share capital of the Company.

The table below sets out (i) the current interests of the Concert Party and
their close relatives in the issued share capital of the Company, and (ii) the
potential increase in the interests of the Concert Party and their close
relatives in the issued share capital of the Company following full
implementation of the Share Buyback Authority and exercise of the Concert
Party Options:

                                     Current shareholdings                                                                                                                                                Shareholdings following full implementation of the Share Buyback Authority and
                                                                                                                                                                                                          exercise in full of the New Concert Party Options
 Name of ultimate beneficial owner    No. of Ordinary Shares held  Percentage of the total voting rights of the Company (%)      No. of Concert Party Options held  No. of New Concert Party Options held  No. of Ordinary Shares held  Percentage of the total voting rights of the Company (%)  No. of Concert Party Options held  No. of New Concert Party Options held
 Samuel Bazini                       15,994,227(1)                19.8                           0                                                                 0                                      15,994,227(1)                22.0                                                      0                                  0
 Eoin Macleod                        15,994,227(2)                19.8                           0                                                                 0                                      15,994,227(2)                22.0                                                      0                                  0
 Neil Rodol                          105,921                      0.1                            240,000                                                           137,735                                243,656                      0.3                                                       240,000                            0
 Total                               32,094,375                   39.7                           240,000                                                           137,735                                32,232,110                   44.3                                                      240,000                            0

(1) Includes 4,250,000 Ordinary Shares held by Sara Bazini, the wife of Samuel
Bazini.

(2) Includes 4,250,000 Ordinary Shares held by Laura Macleod, the wife of Eoin
Macleod.

The individual members of the Concert Party have each confirmed to the
Company that they are not proposing to seek any change in the general nature
of the Company's business. Each member of the Concert Party has further
confirmed that he or she has no intention to change the Company's plans with
respect to: (i) the composition of the Board, nor the Company's plans with
respect to the continued employment of employees and management of the Company
and its subsidiaries (including any material change in conditions of
employment) or any material change to the balance of skills and functions of
the employees and management; (ii) the Company's future business and its
strategic, research and development plans; (iii) the location of the Company's
headquarters or headquarter functions or the location of the Company's place
of business; (iv) employer contributions into any of the Company's pension
schemes, the accrual of benefits for existing members, nor the admission of
new members; (v) redeployment of the Company's fixed assets; or (vi) the
continuation of the Ordinary Shares being admitted to trading on AIM.

If the Share Buyback Resolution and the Waiver Resolutions are approved, the
maximum number of Ordinary Shares are bought back by the Company pursuant to
the Share Buyback Authority and the New Concert Party Options are exercised in
full (assuming no member of the Concert Party participates in the Share
Buyback and no further Ordinary Shares are issued by the Company or any other
Options exercised in the meantime), then the Concert Party would, in
aggregate, be interested in 32,232,110 Ordinary Shares in issue, representing
44.25 per cent. of the voting rights of the Company.

If the scenario above occurs, the members of the Concert Party will increase
their aggregate interest in Ordinary Shares carrying more than 30% of the
voting rights of the Company but will not hold Ordinary Shares carrying more
than 50% of the voting rights of the Company. For so long as they continue to
be acting in concert, any increase in their aggregate interest in shares in
the Company will be subject to the provisions of Rule 9.

The exercise by the members of the Concert Party of the New Concert Party
Options and the purchase by the Company of its own Ordinary Shares pursuant to
the Share Buyback Authority described above would normally trigger an
obligation for an offer to be made under Rule 9. However, the Panel has agreed
to waive this obligation such that there will be no requirement for an offer
to be made in respect of the exercise of the New Concert Party Options or the
purchase by the Company of its own Ordinary Shares pursuant to the Share
Buyback Authority.

Whilst the obligations under Rule 9 of the Takeover Code would be waived in
relation to any exercise of the Share Buyback Authority and the exercise of
the New Concert Party Options if the Waiver Resolutions are passed, any other
future share buybacks or exercise of new options in the Company by the Concert
Party after the expiry of the Panel Waivers or purchases of any interest in
shares in the Company by any member of the Concert Party would remain subject
to Rule 9 and the other provisions of the Takeover Code. Additionally, each
separate member of the Concert Party will not be able to increase their
percentage interest of Ordinary Shares over 30% of the issued share capital of
the Company without consulting the Takeover Panel or making an offer to all of
the remaining Shareholders to acquire their shares. Whether or not the Waiver
Resolutions are passed by the Independent Shareholders, members of the Concert
Party will not be restricted from making an offer for the Company.

Recommendation

The Directors consider resolutions 1 to 20 contained in the notice of AGM to
be in the best interests of the Company and the Shareholders as a whole, save
that Samuel Bazini, Eoin Macleod and Neil Rodol make no recommendation with
regard to the Waiver Resolutions as, in accordance with the provisions of the
Takeover Code, they are considered to be interested in the outcome of the
Waiver Resolutions.

Accordingly, the Directors unanimously recommend that the Shareholders vote in
favour of resolutions 1 to 18 (inclusive) to be proposed at the Annual General
Meeting, as they intend to do in respect of their own personal beneficial
holdings of Ordinary Shares, amounting to in aggregate 32,313,066 Ordinary
Shares (representing approximately 40 per cent. of the current issued share
capital of the Company).

The Independent Directors, who have been so advised by Shore Capital, consider
the waiver of the obligation that may arise for the Concert Party to make an
offer under Rule 9 of the Takeover Code in relation to the Share Buyback
Authority (under resolution 19) and the issue of Ordinary Shares in relation
to the Options Waiver Resolution (under resolution 20) to be fair and
reasonable and in the best interests of the Company and its Independent
Shareholders as a whole. In providing its advice to the Independent Directors,
Shore Capital has taken into account the Independent Directors' commercial
assessments.

Accordingly, the Independent Directors unanimously recommend that the
Independent Shareholders vote in favour of the Waiver Resolutions (resolutions
19 and 20) to be proposed at the Annual General Meeting, as they intend to do
in respect of their own personal beneficial holdings of Ordinary Shares,
amounting to in aggregate 218,691 Ordinary Shares (representing approximately
0.27 per cent. of the current issued share capital of the Company) including
the beneficial holdings of Ordinary Shares of their close relatives but
excluding the beneficial holdings of Ordinary Shares of the Concert Party.

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