TIDMBAR
RNS Number : 1660M
Brand Architekts Group PLC
19 May 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION.
FOR IMMEDIATE RELEASE
19 May 2022
Brand Architekts Group plc ("Brand Architekts")
Recommended Merger
of
InnovaDerma plc ("InnovaDerma") with Brand Architekts
to be effected by way of a scheme of arrangement under Part 26
of the Companies Act 2006
Result of Brand Architekts General Meeting
Brand Architekts is pleased to announce at its General Meeting
on 19 May 2022 in connection with the recommended cash and shares
merger of InnovaDerma with Brand Architekts, to be effected by
means of a Court-sanctioned scheme of arrangement under Part 26 of
the Companies Act 2006, the Resolution proposed was duly passed.
Full details of the Resolution are set out in the notice of the
Brand Architekts General Meeting contained in the circular to Brand
Architekts Shareholders dated 25 April 2022 (the "Brand Architekts
Circular").
Brand Architekts General Meeting
The results of the voting on the Resolution to provide for the
issue and allotment by Brand Architekts of the New Ordinary Shares
in connection with the recommended Merger, were as follows:
Results of the Brand Number of Brand Number of Brand Architekts
Architekts General Architekts Shares Shares voted as a percentage
Meeting voted of the total number
of Brand Architekts
Shares voted
FOR 8,899,527 78.32%
------------------------- ------------------------------
AGAINST 2,463,722 21.68%
------------------------- ------------------------------
TOTAL 11,363,249
------------------------- ------------------------------
WITHHELD 6,715
------------------------- ------------------------------
As at 18 May 2022, there were 17,230,702 Brand Architekts Shares
in issue.
Votes withheld are not votes in law and so have not been
included in the calculation of the proportion of votes for and
against the Resolution.
The Company is pleased to note that on 19 May 2022 the
resolutions proposed at the InnovaDerma Court Meeting and the
InnovaDerma General Meeting were duly approved.
Completion of the Merger remains subject to the satisfaction or,
if applicable, waiver of the other Conditions set out in the Scheme
Document, including the Court sanctioning the Scheme at the Court
Hearing.
Save where the context otherwise requires, defined terms used
but not defined in this announcement ("Announcement") have the
meaning given to them in the Brand Architekts Circular.
For further information please contact:
Brand Architekts Group PLC via Alma
Quentin Higham / Tom Carter
Singer Capital Markets (Financial
Adviser, Nominated Adviser
and Corporate Broker to Brand
Architekts)
Jen Boorer / Shaun Dobson /
Dan Dearden-Williams 0207496 3000
Alma PR
Josh Royston / Sam Modlin 0203 405 0205
Important notices relating to financial advisers
Singer Capital Markets Advisory LLP, which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for Brand Architekts and no one else in
connection with the matters set out in this Announcement and will
not be responsible to anyone other than Brand Architekts for
providing the protections offered to clients of Singer Capital
Markets or for providing advice in relation to the contents of this
Announcement or any matters referred to in this Announcement.
finnCap Ltd, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for
InnovaDerma and for no one else in connection with the subject
matter of this Announcement and will not be responsible to anyone
other than InnovaDerma for providing the protections afforded to
clients of finnCap or for providing advice in relation to the
contents of this Announcement or any matters referred to in this
Announcement.
Further information
This Announcement is for information purposes only. It is not
intended to and does not constitute, or form part of, any offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Merger or otherwise, nor shall there
be any sale, issuance or transfer of securities of InnovaDerma
pursuant to the Merger or otherwise in any jurisdiction in
contravention of applicable law. The Merger will be implemented
solely by means of the Scheme Document (or, in the event that the
Merger is to be implemented by means of a Takeover Offer, the offer
document) which contains the full terms and conditions of the
Merger, including details of how to vote in respect of the Merger
(or, in the case of a Takeover Offer, to accept the offer).
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them.
This Announcement does not constitute a prospectus or prospectus
equivalent document. The New Brand Architekts Shares to be issued
pursuant to the Merger are not being offered to the public by means
of this Announcement. The Merger will be subject to the applicable
requirements of the Takeover Code, the Panel, the London Stock
Exchange, the Listing Rules and the FCA.
Overseas shareholders of InnovaDerma
This Announcement has been prepared for the purpose of complying
with English law, the Takeover Code, the Market Abuse Regulation,
the AIM Rules, the Listing Rules and the Disclosure Guidance and
Transparency Rules and the information disclosed may not be the
same as that which would have been disclosed if this Announcement
had been prepared in accordance with the laws of jurisdictions
outside of the United Kingdom.
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom may be restricted by
law and/or regulation. Persons who are not resident in the United
Kingdom, or who are subject to the laws of other jurisdictions
should inform themselves of, and observe, any applicable legal or
regulatory requirements. In particular, the ability of persons who
are not resident in the United Kingdom or who are subject to the
laws of another jurisdiction to participate in the Merger, may be
affected by the laws of the relevant jurisdictions in which they
are located or to which they are subject. Any failure to comply
with the applicable requirements may constitute a violation of the
laws and/or regulations of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Merger disclaim any responsibility or liability for
the violation of such restrictions by any person.
Unless otherwise determined by Brand Architekts or required by
the Takeover Code and permitted by applicable law and regulation,
participation in the Merger will not be made available, directly or
indirectly, in, into or from a Restricted Jurisdiction (as defined
in the Scheme Document) where to do so would violate the laws in
that jurisdiction and no person may vote in favour of the Merger by
any such use, means, instrumentality or form within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Accordingly, copies
of this Announcement and all documentation relating to the Merger
are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and persons receiving this Announcement and all
documents relating to the Merger (including custodians, nominees
and trustees) must not mail or otherwise distribute or send them
in, into or from such jurisdictions as doing so may invalidate any
purported vote in respect of the Merger.
If the Merger is implemented by way of a Takeover Offer (unless
otherwise permitted by applicable law and regulation), the Takeover
Offer may not be made, directly or indirectly, in or into or by use
of the mails or a ny other means or instrumentality (including,
without limitation, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce
of, or any facility of a national, state or other securities
exchange of any Restricted Jurisdiction and the Takeover Offer will
not be capable of acceptance by any such use, means,
instrumentality or facilities or from within any Restricted
Jurisdiction.
The availability of the New Brand Architekts Shares under the
Merger to InnovaDerma Shareholders who are not resident in the
United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are resident or to which they are
subject. Persons who are not resident in the United Kingdom or who
are subject to the laws of other jurisdictions should inform
themselves of, and observe, any applicable legal or regulatory
requirements.
Further details in relation to overseas shareholders of
InnovaDerma are contained in the Scheme Document.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the Offer Period and, if later, following the
Announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of
the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of: (i) the offeree
company; and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) of the Takeover
Code applies must be made by no later than 3.30 pm on the 10th
Business Day following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 pm on the 10th Business Day
following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each
of: (i) the offeree company; and (ii) any securities exchange
offeror, save to the extent that these details have previously been
disclosed under Rule 8 of the Takeover Code. A Dealing Disclosure
by a person to whom Rule 8.3(b) of the Takeover Code applies must
be made by no later than 3.30 pm on the Business Day following the
date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Takeover Code.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with either of them (see Rules 8.1, 8.2 and 8.4
of the Takeover Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk , including
details of the number of relevant securities in issue, when the
Offer Period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Requesting Hard Copy Documents
Pursuant to Rule 30.3 of the Takeover Code, a person so entitled
may request a copy of this Announcement and any information
incorporated into it by reference to another source in hard copy
form. A person may also request that all future documents,
announcements and information to be sent to that person in relation
to the Merger should be in hard copy form.
Brand Architekts Shareholders may request a hard copy of this
Announcement (and any information incorporated by reference in this
Announcement) by writing to Computershare Investor Services plc, of
The Pavilions, Bridgwater Road, Bristol, BS13 8AE or by calling
Computershare on +44 (0) 370 707 1332. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside
the United Kingdom will be charged at the applicable international
rate. The helpline is open between 9.00 am - 5.30 pm, Monday to
Friday excluding public holidays in England and Wales. Please note
that Computershare cannot provide any financial, legal or tax
advice and calls may be recorded and monitored for security and
training purposes. It is important that you note that unless you
make such a request, a hard copy of this Announcement and any such
information incorporated by reference in it will not be sent to
you. You may also request that all future documents, announcements
and information to be sent to you in relation to the Merger should
be in hard copy form.
InnovaDerma Shareholders may request a hard copy of this
Announcement (and any information incorporated by reference in this
Announcement) by writing to, SLC Registrars, P.O. Box 5222,
Lancing, BN99 9FG or by calling SLC Registrars on +44 (0) 203 890
2122. Calls are charged at the standard geographic rate and will
vary by provider. Calls outside the United Kingdom will be charged
at the applicable international rate. The helpline is open between
9.00 am - 5.30 pm, Monday to Friday excluding public holidays in
England and Wales. Please note that Computershare cannot provide
any financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes. It is important that
you note that unless you make such a request, a hard copy of this
Announcement and any such information incorporated by reference in
it will not be sent to you. You may also request that all future
documents, announcements and information to be sent to you in
relation to the Merger should be in hard copy form.
Publication on website
A copy of this Announcement will be made available, free of
charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Brand Architekts's website
at www.brandarchitektsplc.com and on InnovaDerma's website at
www.innovaderma.com by no later than 12 noon on the Business Day
following the date of this Announcement.
Neither the content of the websites referred to in this
Announcement nor the content of any website accessible from
hyperlinks on Brand Architekts's website or InnovaDerma's website
(or any other website) is incorporated into, or forms part of, this
Announcement.
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END
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