Silverwood Brands - Statement re. Completion of Sonotas acquisition

 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 ¥69,999,992 in cash and Japanese ¥2,613,146,722 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 ¥341,103,296 in cash, on or before 1 July 2023. The purchase price for the Option Shares is Japanese ¥275,749,989 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:

*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."

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