Silverwood Brands PLC Statement re. Update on acquisition of Lush stake (3662Q)
February 20 2023 - 2:00AM
UK Regulatory
TIDMSLWD
RNS Number : 3662Q
Silverwood Brands PLC
20 February 2023
20 February 2023
Silverwood Brands plc
("Silverwood" or the "Company")
Update on acquisition of stake Lush Cosmetics Limited and
Cosmetic Warriors
The Company announced on 12 December 2022, the acquisition of a
19.8% stake ("Lush Sale Shares") in Lush Cosmetics Limited and
Cosmetic Warriors Limited (together referred to as "Lush") for a
total consideration of GBP216.8m payable in Silverwood shares. Lush
is a manufacturer and seller of fresh handmade skincare goods and
cosmetic products. Lush operates retail outlets in 48 countries and
has manufacturing facilities in 6 nations.
The Company has received notification from Lush declining to
record the transfer of shares to the Company's wholly owned
subsidiary, Cosmic Circles Limited ("Cosmic Circles" ). The letters
failed to provide any reasons for this, and the Company's
solicitors have been instructed to seek further clarification from
Lush.
Silverwood is disappointed by the response from Lush. The
Company believes the transfers complied with Lush's articles of
association and therefore it believes Lush's actions have no merit.
Together with its legal advisers, Silverwood will seek to engage
with Lush and its solicitors to resolve the current situation,
however the Company will explore all options available to it to
protect its interests for the benefit of its shareholders as a
whole. As a purported arbiter of fairness, ethics, and champion of
environmental, social and governance ("ESG") issues, the Company is
surprised that Lush is behaving in this manner and expects that
ultimately it will stand by their ethos and avoid potentially
prejudicing minority interests.
Silverwood believes it is important to reiterate the following
for its shareholders:
1. As announced on 12 December 2022, pending the registration of
Cosmic Circles as shareholder of Lush, Andrew Gerrie and Alison
Hawksley (the "Lush Vendors") have granted to the Company full
contractual power to direct, and to give binding instructions to
them in respect of, and to control, the exercise and/or
non-exercise of any and all rights, powers and privileges attached
to the Lush Sale Shares including without limitation, receipt of
dividends and distributions, voting, participation and attendance
at shareholders meetings of Lush. Therefore, the Company believes
its interests are maintained.
2. Silverwood has taken legal advice at each stage of this transaction.
3. Lush has been a great British success story. Silverwood
acquired the Lush shares because of a strong belief in an even
greater future potential to increase its value and therefore the
value of the Company's stake in Lush. The Company intends to be a
strong critical friend, advocating on behalf of all stakeholders in
Lush including minority shareholders and employees through the
Employee Benefit Trust (EBT), to stay on the right strategic track,
avoiding the pitfalls that other previously great British success
stories have fallen into in recent years. While Silverwood is
disappointed with the message given by Lush to date, and its
reasons and motives must be explained, the Company fully intends to
continue extending its offer of engaging constructively.
Silverwood's involvement brings great opportunity for Lush, its
employees, and all its shareholders.
For more information, please contact:
Silverwood Brands plc
P aul Hodgins info@silverwoodbrands.com
--------------------------
VSA Capital - AQSE Corporate Adviser and +44(0)20 3005
Broker 5000
--------------------------
Andrew Raca, Simba Khatai, Alexander Cabral
(Corporate Finance)
David Scriven, Peter Mattsson (Corporate
Broking)
--------------------------
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END
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