Announcement • Feb 13
Warpaint London PLC (AIM:W7L) completed the acquisition of Brand Architekts Group plc (AIM:BAR) from Quentin Higham, Christopher How, Roger McDowell and Peter Gyllenhammar.
Warpaint London PLC (AIM:W7L) have reached agreement to acquire Brand Architekts Group plc (AIM:BAR) from Quentin Higham, Christopher How, Roger McDowell and Peter Gyllenhammar for £13.4 million on December 5, 2024. A cash consideration valued at £0.48 per share will be paid by Warpaint London PLC. As an alternative to the Cash Offer, Eligible Brand Architekts Shareholders may elect to receive 0.0916 New Warpaint Shares ("Consideration Shares") for each Brand Architekts Share they hold (the "Alternative Share Offer") instead of the Cash Offer to which they would otherwise be entitled. The New Warpaint Shares will be issued credited as fully paid and will rank pari passu in all respects with the Warpaint Shares in issue at the time the New Warpaint Shares are issued pursuant to the Acquisition. The Acquisition is intended to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). Warpaint intends to finance the Cash Consideration from its own cash resources. Warpaint intends to repay the Directors' Loans from the proceeds of the Warpaint Fundraising which is being launched by Warpaint shortly after this announcement by way of a separate announcement. The Brand Architekts Directors intend to recommend unanimously that Brand Architekts Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting. To become Effective, the Scheme must be approved by a majority in number of Brand Architekts Shareholders, present and voting at the Court Meeting, whether in person or by proxy, representing 75 per cent. or more in value of the Scheme Shares voted. In addition, a special resolution implementing the Scheme must be passed by Brand Architekts Shareholders representing at least 75 per cent. of votes cast at the General Meeting. Warpaint confirms that, following the Effective Date, the existing statutory and contractual employment and pension rights will be fully safeguarded for all employees of the Brand Architekts Group in accordance with applicable laws. It is intended that the Acquisition will be implemented by way of a court sanctioned scheme of arrangement. The Acquisition is currently expected to complete in the first quarter of 2025, subject to the satisfaction or (where applicable) waiver of the Conditions. The London Stock Exchange having acknowledged to Warpaint or its agent that the application for the admission of the New Warpaint Shares to trading on AIM has been approved and Third-Party clearances. All necessary filings or applications having been made in connection with the Acquisition and all mandatory statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Acquisition. As on December 19, 2024, the Brand Architekts Directors recommend unanimously that Brand Architekts Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting. As of January 14, 2025, shareholders of the Brand Architekts have approved the transaction. The Acquisition remains subject to the satisfaction or (where capable of being waived) waiver of the other Conditions to the Acquisition as set out in Part III of the Scheme Document, including the Court sanctioning the Scheme at the Sanction Hearing. The Sanction Hearing is scheduled to be held in the High Court of Justice in England and Wales on February 10, 2025. Brand Architekts and Warpaint therefore anticipate that the Scheme will become Effective on or about February 12, 2025. As of February 10, 2025 Brand Architekts has allotted and issued 975,000 ordinary shares to satisfy the exercise of share options under the 2017 CSOP and 2023 LTIP schemes. These shares are expected to be admitted to trading on AIM on February 11, 2025. Following this allotment, the total issued share capital of Brand Architekts will be 28,918,180 shares, with no shares held in treasury. This means the total number of voting rights in the company is also 28,918,180. The transactions involve the exercise of options by Quentin Higham (CEO) and Geoff Ellis (CFO) at a price of £0.265 per share. As of February 10, 2025, High Court of Justice of England and Wales approved the deal.
The Brand Architekts Directors, who have been so advised by Singer Capital Markets as to the financial terms of the Cash Offer and Alternative Share Offer, consider the terms of each of the Cash Offer and Alternative Share Offer to be fair and reasonable. Shore Capital acted as financial advisor to Warpaint, Fladgate LLP acted as legal advisor to Warpaint, Jen Boorer, James Todd and Jalini Kalaravy of Singer Capital Markets acted as financial advisor to Brand Architekts and Lucy Robson, Jack Edwards and Jeremy Cruse, with Jemima Wescourt and Matilda Manners, Jonathan Fletcher Rogers and Sam Day, Jade Murray and Andrew Steer of Addleshaw Goddard LLP acted as legal advisor to Brand Architekts in connection with the Acquisition. Computershare Investor Services PLC acted as registrar to Brand Architekts.
Warpaint London PLC (AIM:W7L) completed the acquisition of Brand Architekts Group plc (AIM:BAR) from Quentin Higham, Christopher How, Roger McDowell and Peter Gyllenhammar on February 12, 2025. The admission to trading of the Brand Architekts Shares on AIM was suspended with effect from 7.30 a.m. on February 12, 2024 and it is expected that the admission to trading of the Brand Architekts Shares on AIM will be cancelled with effect from 7.00 a.m. on 13 February 2025.
