Silverwood Brands - Amendment of Sonotas Deferred Payment Terms

30 June 2023 

Silverwood Brands plc

("Silverwood" or the "Company")

Amendment of Sonotas Deferred Payment Terms

Silverwood Brands plc, an enterprise company established to invest primarily in branded consumer businesses announces that, further to the Completion of Sonotas announcement made on 9 January 2023, the Company and Andrew Tone have agreed to extend the Deferred Consideration (hereinafter defined) to 15 December 2023.

As part of the acquisition of Sonotas Group, Silverwood entered a deferred consideration arrangement with Andrew Tone amounting to ¥341,103,296 (approx. £1,865,594.99) (the "Deferred Consideration"), payable by the Company on or before 1 July 2023. The Company and Andrew Tone have agreed to extend the Deferred Consideration to 15 December 2023 and the Company is entitled to settle the Deferred Consideration either in cash or Ordinary Shares in the Company with a nominal value of £0.10 each ("Ordinary Shares"). In consideration for his agreement to the extension and option for the Company to settle the Deferred Consideration in Ordinary Shares, the amount payable to Andrew Tone will be subject to a premium. The premium will vary depending on whether the Company settles the payment in cash or Ordinary Shares, with a 15% premium for settlement in cash or a 25% premium for settlement in Ordinary Shares. If the Deferred Consideration is settled in Ordinary Shares, the number of shares will be calculated by reference to the closing share price on the business day immediately preceding settlement.

Related Party Transaction

Due to Andrew Tone being a director of the Company, the above agreement is deemed to be a related party transaction in accordance with AQSE Access Rule 4.6 of the AQSE Rules for Companies.  The Company's directors (excluding Andrew Tone, who is directly interested in the Deferred Consideration), having exercised reasonable care, skill and diligence, consider that the terms of proposed extension and premium payable on the Deferred Consideration are fair and reasonable insofar as the shareholders of the Company are concerned.

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