TIDMSLWD
RNS Number : 0183M
Silverwood Brands PLC
09 January 2023
DATE: 9 January 2023
Silverwood Brands plc
("Silverwood" or the "Company")
Completion of Sonotas Group Acquisition
Further to the announcement made on 12 December 2022 relating to
the proposed acquisition of the Sonotas Group companies
("Acquisition"), Silverwood is pleased to confirm that the
conditions to completion of the Acquisition have now been satisfied
and that, accordingly, completion has occurred earlier today.
As previously announced, the Company conditionally agreed to
acquire 90% of the total issued share capital of Sonotas Holdings
Corporation together with 100% of the total issued share capital of
Sonotas Corporation from Andrew Tone, a Director of the Company and
certain other Sonotas vendors. In addition, Silverwood also agreed
to acquire the right under a Put and Call Option to acquire from
Andrew Tone (and he may also require the Company to acquire from
him) the 10% balance of the total issued share capital of Sonotas
Holdings during the six month period commencing four years from the
date of completion of the Acquisition. The aggregate consideration
for the Acquisition payable on completion comprises Japanese
Yen69,999,992 in cash and Japanese Yen2,613,146,722 in Silverwood
shares which will be satisfied by the issue to the Sonotas vendors
of 16,398,478 new ordinary shares in the Company in aggregate
("Consideration Shares"). The issue price of the Consideration
Shares is 95p per share, being the closing price of the Company's
ordinary shares on the business day immediately before the
announcement made by the Company on 12 December 2022.
The Company also agreed to pay Andrew Tone a deferred payment in
respect of his shares in Sonotas Holdings of Yen341,103,296 in
cash, on or before 1 July 2023. The purchase price for the Option
Shares is Japanese Yen275,749,989 which will be satisfied by the
issue of further shares in the capital of Silverwood at the
mid-market closing price of the Company's ordinary shares on the
business day immediately prior to the exercise of the put and call
option. Certain Earn-out Payments shall also be due to certain of
the Sonotas vendors, dependent on the Sonotas Group companies
achieving demanding performance criteria during the four year
earn-out period, further details of which are set out in the
announcement made on 12 December 2022.
The Consideration Shares issued to Andrew Tone are subject to a
lock-in agreement, including a prohibition on him disposing of his
interest in the Consideration Shares for an initial period of
twelve months from completion of the Acquisition and are then
subject to an orderly market arrangement for a further twelve
months subject, in each case, to certain exceptions.
Admission to trading on the AQSE Growth Market ("Admission") of
the 16,398,478 Consideration Shares took place at the time of
completion of the Acquisition at 8.00 a.m. earlier today. The
Consideration Shares rank pari passu with the existing ordinary
shares in the capital of Silverwood.
Total Voting Rights
As a result of the Acquisition, the total number of voting
rights in the Company as at the date of Admission has increased to
258,428,172 ordinary shares ("Total Voting Rights"). No shares are
held in treasury.
The Total Voting Rights figure may be used by shareholders as
the denominator to determine if they are required to notify their
interest in voting rights, or a change to that interest, in the
Company under the FCA's Disclosure Guidance and Transparency
Rules.
Concert Party
Following completion of the Acquisition, the shareholding of the
Concert Party have increased to 247,799,063 Ordinary Shares or
95.89% of the total issued share capital. The constitution of the
Concert Party is as follows:
Shareholdings Proportion of share
Concert Party in the Company capital
------------------------------
Alison Hawksley & Andrew Gerrie
Total Holding 216,949,542 83.95%
------------------------------ --------------------
Andrew Tone 9,065,412 3.51%
------------------------------ --------------------
Dr Brooke Gerrie 5,263,158 2.04%
------------------------------ --------------------
Oliver Gerrie 5,263,158 2.04%
------------------------------ --------------------
Alina Gerrie 5,263,158 2.04%
------------------------------ --------------------
Castelnau 2,285,715 0.88%
------------------------------ --------------------
VSA Capital 2,282,127 0.88%
------------------------------ --------------------
Angus Thirlwell 571,429 0.22%
------------------------------ --------------------
Fushia Investments PTE LTD 571,429 0.22%
------------------------------ --------------------
Andrew Monk 200,000 0.08%
------------------------------ --------------------
Paul Hodgins 28,577 0.01%
------------------------------ --------------------
James Wilson 28,572 0.01%
------------------------------ --------------------
Hu Yu 14,286 0.01%
------------------------------ --------------------
Jane Raca 7,500 0.00%
------------------------------ --------------------
Andrew Raca 5,000 0.00%
------------------------------ --------------------
Total 247,799,063 95.89%
------------------------------ --------------------
*Andrew Gerrie's and Alison Hawksley's Total Holding comprises
shares held by Alison Hawksley, Andrew Gerrie, Andrew Gerrie &
Alison Hawksley, as well as shares held by Silver Americum Limited,
a company in which Andrew Gerrie and Alison Hawksley each own a 20%
stake.
Following the completion of the Acquisition, the Concert Party's
shareholding in the Company represents 95.89% of the Company's
voting rights. For so long as the Concert Party hold more than 50%
of the Company's voting share capital and its members are presumed
to be acting in concert, they may increase their aggregate
interests in the Ordinary Shares in the Company without incurring
any obligation under Rule 9 to make a mandatory offer for the
remaining shares, although individual members of the Concert Party,
with the exception of Andrew Gerrie and Alison Hawksley, would not
be able to increase their percentage interest in the Ordinary
Shares of the Company through 30%, or between 30% and 50%, without
the consent of the Panel.
Securities in Public Hands
Following Admission taking place, the securities in public hands
is now 12.08%.
Andrew Gerrie, Executive Director of Silverwood, said:
"I am delighted to announce the completion of the acquisition of
the Sonotas Group of Companies. Male grooming and beauty are one of
the most significant growth areas in the cosmetics sector today.
Sonotas' ability to meet its stipulated targets is a testament to
its great commercial success and strong management team. We look
forward to replicating its success in other markets and to work
with the Sonotas team to manage the introduction of our other
brands to the Japanese market."
For more information, please contact:
Silverwood Brands plc
Andrew Gerrie info@silverwoodbrands.com
-----------------------------------
VSA Capital - AQSE Corporate Adviser and
Broker +44(0)20 3005 5000
-----------------------------------
Andrew Raca, Simba Khatai, Alexander Cabral
(Corporate Finance)
Andrew Monk, David Scriven, Peter Mattsson
(Corporate Broking)
------------------------------------------------------ -----------------------------------
Citigate Dewe Rogerson +44(0)20 7638 9571
-----------------------------------
Caroline Merrell, Noémie de Andia, Angharad silverwood@citigatedewerogerson.com
Couch
-----------------------------------
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