Silverwood Brands - Results of GM and Completion
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 £8,000,000, 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 £5,000,000 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 Broker

+44(0)20 3005 5000

Andrew Monk, CEO

Andrew Raca, Head of Corporate Finance

Pascal Wiese, Associate Corporate Finance

ipo@vsacapital.com

 

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 on Admission

£9.80 million

AQSE Growth Market symbol (TIDM)

SLWD

ISIN

GB00BNRRGD95

SEDOL

BNRRGD9

LEI

213800MOKU1KYZUFYZ40

 

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