Result of Retail Offer and Total Voting Rights
09/12/2024 07:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20241209:nRSI2319Pa&default-theme=true
RNS Number : 2319P Warpaint London PLC 09 December 2024
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT
SECURITIES LAWS OF SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE
END OF THIS ANNOUNCEMENT.
THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO,
AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING
WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF
WARPAINT LONDON PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN
ONLY BY SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY,
AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY
SECURITIES OF WARPAINT LONDON PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK
VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 ("UK MAR").
For immediate release
9 December 2024
Warpaint London plc
Result of Retail Offer
and
Total Voting Rights
Warpaint London plc ("Warpaint" or the "Company") (AIM:W7L), the specialist
supplier of colour cosmetics and owner of the W7 and Technic brands, is
pleased to announce that, further to the announcement made on 5 December 2024
regarding the proposed Retail Offer (the "Retail Offer Announcement"), and
following the closing of the Retail Offer on 6 December 2024, 196,078 Retail
Offer Shares will be issued at 510 pence per Retail Offer Share.
Capitalised terms not defined in this announcement (this "Announcement") have
the meanings given to them in the Retail Offer Announcement.
The Retail Offer was very significantly oversubscribed and therefore
allocation was made to existing Shareholders applying the principles of soft
pre-emption. Shareholders were allocated 100% of their soft pre-emptive
allowance. Where the order was greater than the soft pre-emptive allowance
shareholders received c.7% of their additional demand((1)). Consequently,
196,078 Retail Offer Shares will be issued in relation to the Retail Offer.
The Retail Offer is conditional upon, amongst other things, completion of the
Placing and the Retail Offer Shares being admitted to trading on AIM.
(1) Soft Pre-emptive allowance Calculation: shareholder existing
shares X 3.783% (Dilution from total new shares being issued pursuant to the
Placing and Retail Offer) = Soft Pre-emptive allowance allocation shares.
Additional Demand: (Total Order shares - Soft Pre-emptive allowance allocation
shares) x 7.09751% = Additional demand allocation shares
Admission, settlement and dealings
Application will be made to the London Stock Exchange for the Retail Offer
Shares to be admitted to trading on AIM.
Admission is expected to take place at 8.00 a.m. on 10 December 2024 and
dealings in the Retail Shares are expected to commence at 8.00 a.m. on 10
December 2024 or, in each case, such later time and/or date as the Retail
Offer Coordinator and the Company agree (being in any event no later than 8.00
a.m. on 31 December 2024).
The Retail Offer Shares, when issued, will be credited as fully paid and will
rank pari passu in all respects with the existing Ordinary Shares, including
the right to receive all dividends and other distributions declared, made or
paid after the date of issue.
Total Voting Rights
Following Admission of the Retail Offer Shares and the shares being issued
pursuant to the Placing, the total issued capital of the Company will consist
of 80,683,899 Ordinary Shares with voting rights.
The Company does not hold any Ordinary Shares in treasury. Therefore, the
total number of voting rights in the Company following Admission will be
80,683,899 and this figure may be used by shareholders in the Company as the
denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest in, the
share capital of the Company under the FCA's Disclosure and Transparency
Rules.
For further information please contact:
Warpaint London plc c/o IFC
Sam Bazini - Chief Executive Officer
Eoin Macleod - Managing Director
Neil Rodol - Chief Financial Officer
Shore Capital (Financial Adviser, Nominated Adviser & Broker to Warpaint) 020 7408 4090
Patrick Castle, Daniel Bush - Corporate Advisory
Fiona Conroy - Corporate Broking
IFC Advisory (Financial PR & IR) 020 3934 6630
Tim Metcalfe, Graham Herring, Florence Chandler
This Announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the Announcement should be
read and understood.
The ISIN number of the Retail Offer Shares is GB00BYMF3676. The TIDM is W7L.
Further information on the Company can be found on its website at:
https://www.warpaintlondonplc.com/
Important Notices
This Announcement and the information contained herein is restricted and is
not for release, publication or distribution, in whole or in part, directly or
indirectly, to US persons or into the United States (including its territories
and possessions, any state of the United States and the District of Columbia
(the "United States" or "US")), Australia, Canada, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction where to
do so would constitute a breach of the relevant securities laws of such
jurisdiction.
The Retail Offer Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable state securities laws of the United States and may not be offered
or sold directly or indirectly in or into the United States or to or for the
account or benefit of any US person (within the meaning of Regulation S under
the US Securities Act) (a "US Person"). No public offering of the Retail
Offer Shares is being made in the United States. The Retail Offer Shares are
being offered and sold outside the United States in "offshore transactions",
as defined in, and in compliance with, Regulation S under the US Securities
Act. In addition, the Company has not been, and will not be, registered under
the US Investment Company Act of 1940, as amended.
This Announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Retail Offer Shares in the
United States, Australia, Canada, Japan, the Republic of South Africa, any
member state of the EEA or any other jurisdiction in which such offer or
solicitation is or may be unlawful. No public offer of the securities referred
to herein is being made in any such jurisdiction.
The distribution of this Announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.
Shore Capital Stockbrokers Limited ("SCS") is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively for the Company and for no
one else and will not regard any other person (whether or not a recipient of
this Announcement) as its client in relation to the Retail Offer and will not
be responsible to anyone other than the Company for providing the protections
afforded to its clients, nor for providing advice in connection with the
Retail Offer, Admission and the other arrangements referred to in this
Announcement.
The value of the Ordinary Shares and the income from them is not guaranteed
and can fall as well as rise due to stock market and currency movements. When
you sell your investment, you may get back less than you originally invested.
Figures refer to past performance and past performance is not a reliable
indicator of future results. Returns may increase or decrease as a result of
currency fluctuations.
Certain statements in this Announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.
These forward-looking statements speak only as at the date of this
Announcement and cannot be relied upon as a guide to future performance. Each
of the Company and the Retail Offer Coordinator expressly disclaims any
obligation or undertaking to update or revise any forward-looking statements
contained herein to reflect actual results or any change in the assumptions,
conditions or circumstances on which any such statements are based unless
required to do so by the FCA, the London Stock Exchange or applicable law.
The information in this Announcement is for background purposes only and does
not purport to be full or complete. Neither the Retail Offer Coordinator nor
any of its affiliates, accepts any responsibility or liability whatsoever for,
or makes any representation or warranty, express or implied, as to this
Announcement, including the truth, accuracy or completeness of the information
in this Announcement (or whether any information has been omitted from the
Announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the Announcement or its contents or otherwise arising in connection
therewith. The Retail Offer Coordinator and its affiliates, accordingly
disclaims all and any liability whether arising in tort, contract or otherwise
which it might otherwise be found to have in respect of this Announcement or
its contents or otherwise arising in connection therewith.
Any indication in this Announcement of the price at which the Ordinary Shares
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this Announcement is intended to be a
profit forecast or estimate and no statement in this Announcement should be
interpreted to mean that earnings or target dividend per share of the Company
for the current or future financial years would necessarily match or exceed
the historical published earnings or dividends per share of the Company.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.
The Retail Offer Shares to be issued pursuant to the Retail Offer will not be
admitted to trading on any stock exchange other than the London Stock
Exchange.
INFORMATION TO DISTRIBUTORS
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer Shares are: (i) compatible with an end target market of investors
who meet the criteria of retail investors and investors who meet the criteria
of professional clients and eligible counterparties, each as defined in
paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution through all
permitted distribution channels (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Retail Offer Shares may decline and investors could lose all
or part of their investment; the Retail Offer Shares offer no guaranteed
income and no capital protection; and an investment in the Retail Offer Shares
is compatible only with investors who do not need a guaranteed income or
capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is without
prejudice to any contractual, legal or regulatory selling restrictions in
relation to the Retail Offer.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Retail Offer Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Retail Offer Shares and determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Retail Offer
Shares may decline and investors could lose all or part of their investment;
the Retail Offer Shares offer no guaranteed income and no capital protection;
and an investment in the Retail Offer Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser) are capable
of evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result therefrom.
The EU Target Market Assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Retail Offer.
For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase or take any other action whatsoever with
respect to the Retail Offer Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the Retail Offer
Shares and determining appropriate distribution channels.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END ROIBBBDDLBGDGSR