TIDMBAR TIDMIDP
RNS Number : 4344N
Brand Architekts Group PLC
31 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
31 May 2022
Brand Architekts Group plc ("Brand Architekts")
Recommended Merger
of
InnovaDerma plc ("InnovaDerma") with Brand Architekts
Scheme of Arrangement Becomes Effective
On 31 March 2022, the Boards of Brand Architekts and InnovaDerma
announced that they had reached agreement on the terms of a
recommended merger of Brand Architekts and InnovaDerma (the
"Merger"), to be implemented by means of a Court-sanctioned scheme
of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme").
Scheme becomes Effective
On 27 March 2022, InnovaDerma announced that the High Court of
Justice in England and Wales had sanctioned the Scheme at the Court
Hearing held on 27 March 2022.
Brand Architekts and InnovaDerma are pleased to announce that,
following the delivery of a copy of the Court Order to the
Registrar of Companies today, the Scheme has now become Effective
in accordance with its terms and the entire issued share capital of
InnovaDerma is now owned by Brand Architekts.
Consideration due to Scheme Shareholders
InnovaDerma Shareholders on the register of members of
InnovaDerma at the Scheme Record Time, being 6.00 p.m. on 30 May
2022, will receive 7 pence in cash and 0.3818 New Brand Architekts
Shares for each InnovaDerma Scheme Share held by them.
Settlement of the consideration to which any InnovaDerma
Shareholder is entitled will be effected by way of the despatch of
cheques/share certificates or the crediting of CREST accounts (for
InnovaDerma Shareholders holding shares in certificated form and
uncertificated form, respectively) as soon as practicable and in
any event not later than 14 days after the Effective Date, being 14
June 2022.
Suspension, delisting and cancellation of trading of InnovaDerma
Shares
The listing of and dealings in InnovaDerma Shares on the
Standard listing segment of the Official List and the London Stock
Exchange's main market for listed securities were suspended with
effect from 7.30 a.m. today.
Applications have been made to the Financial Conduct Authority
and the London Stock Exchange respectively in relation to the
delisting of the InnovaDerma Shares from the Standard listing
segment of the Official List and the cancellation of the admission
to trading of the InnovaDerma Shares on the London Stock Exchange's
main market for listed securities, which delisting and cancellation
is expected to take effect from 8.00 a.m. on 1 June 2022.
The InnovaDerma Shares have been suspended from trading on
EuroNext Access Paris since 7 September 2016 and application has
been made for their listing to be cancelled with effect from 6.00
a.m. on 1 June 2022.
As a result of the Scheme having become Effective, share
certificates in respect of InnovaDerma Shares have ceased to be
valid documents of title and entitlements to InnovaDerma Shares
held in uncertified form in CREST are being cancelled.
Admission of New Brand Architekts Shares
It is expected that 10,712,478 New Brand Architekts Shares will
be issued pursuant to the Scheme and that the admission of the New
Brand Architekts Shares to trading on AIM will take place at 8.00
a.m. on 1 June 2022.
Total voting rights of Brand Architekts
Following the issue of the New Brand Architekts Shares, Brand
Architekts will have a total of 27,943,180 ordinary shares of 5
pence each in nominal value each issued and admitted to trading.
Each Brand Architekts Share carries the right to one vote. Brand
Architekts does not hold any shares in treasury.
Following issue of the New Brand Architekts Shares, the total
voting rights figure of 27,943,180 may be used by Brand Architekts
Shareholders as the denominator for the calculations by which they
determine if they are required to notify their interest in, or a
change to their interest in, Brand Architekts under the FCA's
Disclosure Guidance and Transparency Rules.
InnovaDerma Board appointments and resignations
Brand Architekts is in discussion with the non-executive
directors of InnovaDerma, regarding their resignations from
InnovaDerma's board, and with Simon Pyper, in relation to him
joining the board of Brand Architekts.
Defined terms used but not defined in this announcement
("Announcement") have the meaning given to them in the Scheme
Document.
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 020 7496 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 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
exempted 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 (and 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 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. 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.
Further details in relation to Overseas Shareholders of
InnovaDerma are contained in the Scheme Document.
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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