TIDMSLWD
RNS Number : 8098O
Silverwood Brands PLC
14 June 2022
DATE: 14 June 2022
Silverwood Brands PLC
("Silverwood" or the "Company")
Completion of Acquisition and Re-admission of the Enlarged Share
Capital
Following the announcement on 23 May 2022, Silverwood Brands
PLC, the enterprise company established to invest primarily in
branded consumer businesses, is pleased to confirm that, other than
Admission, the conditions to the acquisition ("Acquisition") of
Balmonds Skincare Limited ("Balmonds") by way of a signed share
purchase agreement ("SPA") have been satisfied following the
passing of all resolutions at the General Meeting ("General
Meeting") on 14 June 2022. The enlarged ordinary share capital of
Silverwood Brands PLC, consisting of 11,531,347 Ordinary Shares, is
expected to be re-admitted to the Access Segment of the AQSE Growth
Market on 15 June 2022.
Summary of the Acquisition
Prior to the Acquisition, the Company had an existing issued
ordinary share capital of 5,324,942 Ordinary Shares.
The consideration for the Acquisition will be satisfied by the
initial issue of 4,808,039 new Ordinary Shares ("Initial
Consideration Shares") at a deemed share price of 85p per share
("Consideration Price") to Andrew Gerrie and Alison Hawksley (the
"Principal Vendors"), and to the other shareholders in Balmonds
(the "Minority Vendors") (together the "Vendors"). As part of the
Acquisition, the Company conditionally acquired a shareholder loan
(the "Balmonds Shareholder Loan") advanced to Balmonds by Andrew
Gerrie and Alison Hawksley (the "Balmonds Loan Holders") in
exchange for the issue of 1,398,365 new Ordinary Shares at a price
equivalent to the Consideration Price (the "Loan Shares") to the
Balmonds Loan Holders on or around Admission. As a result, the
Company's issued share capital will be enlarged to 11,531,347
Ordinary Shares and is expected to be admitted to trading on the
Access Segment of the AQSE Growth Market on 15 June 2022.
The total consideration for the Acquisition amounts to up to
GBP8,000,000, to be satisfied via the issue and allotment of up to
8,013,399 new Ordinary Shares ("Consideration Shares") to the
Vendors. The Consideration Shares consists of the Initial
Consideration Shares, and up to 3,205,360 Ordinary Shares
("Deferred Consideration Shares") which will be allotted and issued
to the Vendors only after the satisfaction of certain performance
and other criteria.
The Consideration Shares and the Loan Shares rank pari passu on
admission in all respects with the existing Ordinary Shares and
will rank in full for all dividends and other distributions
hereafter declared, paid or made on the ordinary share capital of
the Company.
Balmonds Skincare Limited
Balmonds is a manufacturer of skincare products aimed at
consumers who suffer from skin conditions such as eczema, psoriasis
and dermatitis. Balmonds' product line is made completely from
natural ingredients that work to protect, nourish, and hydrate sore
and inflamed skin. All merchandise is non-steroidal, no-nut, and
unperfumed. Balmonds has a diversified product line suitable for
all, but especially helpful to those with sensitive, allergy-prone
skin.
General Meeting
The General Meeting to seek shareholder approval of, amongst
other matters, the Acquisition, was convened and held at 9.00 a.m.
on 14 June 2022 at VSA Capital's offices at Park House, 16-18
Finsbury Circus, London EC2M 7EB.
In addition, the Company sought approval of the Rule 9 Waiver
from Independent Shareholders, waiving the obligation of the
members of the Concert Party to make a mandatory takeover offer.
The Company also sought authority to allot the Ordinary Shares in
connection with the Acquisition and an additional authority for up
to GBP5,000,000 in conjunction with a resolution to disapply
statutory pre-emption rights.
All resolutions passed at the General Meeting; it is therefore
expected that the Acquisition completes on Admission.
Application to the AQSE Growth Market
Application will be made for the Initial Consideration Shares
and the Loan Shares to be admitted to trading on the AQSE Growth
Market. Dealings in the Ordinary Shares are expected to commence on
15 June 2022.
Dealing Codes
TIDM SLWD
ISIN GB00BNRRGD95
LEI 213800MOKU1KYZUFYZ40
Forward Looking Statements
This announcement contains forward-looking statements relating
to expected or anticipated future events and anticipated results
that are forward-looking in nature and, as a result, are subject to
certain risks and uncertainties, such as general economic, market
and business conditions, competition for qualified staff, the
regulatory process and actions, technical issues, new legislation,
uncertainties resulting from potential delays or changes in plans,
uncertainties resulting from working in a new political
jurisdiction, uncertainties regarding the results of exploration,
uncertainties regarding the timing and granting of prospecting
rights, uncertainties regarding the Company's ability to execute
and implement future plans, and the occurrence of unexpected
events. Actual results achieved may vary from the information
provided herein as a result of numerous known and unknown risks and
uncertainties and other factors.
The Directors of Silverwood Brands accept responsibility for
this announcement.
Andrew Gerrie, the Executive Director of Silverwood Brands, said
"Balmonds' high-quality products, experienced management team, and
compelling story has positioned it as one of the most exciting and
promising companies in British beauty. Its potential for synergies
with future targets and capacity for tremendous growth mean that
Balmonds will be at the core of Silverwood's portfolio for years to
come".
For more information, please contact:
Silverwood Brands plc
Andrew Gerrie info@silverwoodbrands.com
--------------------------
VSA Capital - AQSE Corporate Adviser and +44(0)20 3005
Broker 5000
--------------------------
Andrew Monk, CEO ipo@vsacapital.com
Andrew Raca, Head of Corporate Finance
Pascal Wiese, Associate Corporate Finance
--------------------------
Capitalised terms defined in the Admission Document published by
the Company dated 20 May 2022 shall bear the same meaning unless
otherwise defined.
Further details
SHARE ADMISSION STATISTICS
Total Consideration Shares and the Loan Shares
to be issued pursuant to the Acquisition 9,411,764
---------------------
Initial Consideration Shares to be issued pursuant
to the Acquisition 4,808,039
---------------------
Deferred Consideration Shares to be issued pursuant
to the Acquisition 3,205,360
---------------------
Loan Shares 1,398,365
---------------------
Consideration Price 85 pence
---------------------
Initial Consideration Shares and the Loan Shares
as a percentage of the Existing Issued Share
Capital 116.6%
---------------------
Enlarged Share Capital on Admission 11,531,346
---------------------
Expected market capitalisation of the Company GBP9.80 million
on Admission
---------------------
AQSE Growth Market symbol (TIDM) SLWD
---------------------
ISIN GB00BNRRGD95
---------------------
SEDOL BNRRGD9
---------------------
LEI 213800MOKU1KYZUFYZ40
---------------------
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END
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