TIDMSWL
RNS Number : 4533F
Swallowfield PLC
15 July 2019
Swallowfield plc
("Swallowfield" or the "Company")
Proposed Disposal of Manufacturing Business
Proposed Change of Name
Proposed Board Changes
Notice of General Meeting
and
Trading Update
Swallowfield plc, a market leader in the development,
formulation, and supply of personal care and beauty products,
including its own portfolio of brands, is pleased to announce that
it has entered into a conditional agreement with Knowlton
Development Corporation Inc., ("KDC") to sell its Manufacturing
business and associated assets ("Proposed Disposal") for a total
cash consideration of GBP35 million, subject to adjustment for the
amount of working capital of the Manufacturing business at the date
of completion. The Proposed Disposal is intended to maximise value
for the Company's shareholders. Established in 2002, KDC is the
largest North American custom formulator and manufacturer serving
the prestige beauty, personal care and household sectors.
Details of the proposals are set out in the Chairman's letter
below and in a circular (the "Circular") which is being sent to
Shareholders today and will also be made available for download
from the Company's website at www.swallowfield.com/investors/.
As the Proposed Disposal will constitute a fundamental change of
business of the Company and its subsidiaries ("Group") pursuant to
the AIM Rules it will require the approval of Shareholders at a
general meeting ("General Meeting") to be held at 10.00 a.m. on 31
July 2019 at the offices of Nplus1 Singer Advisory LLP, One
Bartholomew Lane, London EC2N 2AX.
On completion of the Proposed Disposal, both Matthew Gazzard,
Group Finance Director, and Jane Fletcher, Group Sales and
Marketing Director, intend to transfer with the Manufacturing
business and so will leave the Group and step down as directors of
the Company at that time. However both will continue to provide
support for the Group under a transitional services agreement
("TSA") in the case of Matthew Gazzard for a period of up to 3.5
months and in the case of Jane Fletcher for a period of up to 3
months following completion of the transaction.
Subject to Shareholder approval and conditional on completion of
the Proposed Disposal, the Group also proposes to change its name
to Brand Architekts Group plc.
Swallowfield also today provides a trading update for the 52
weeks ended 29 June 2019.
Highlights
-- Fundamental transformation of the Group which will see the
Owned Brands business become the entire focus of the Group
-- Following a strategic review process, the Board concluded
that the Manufacturing business will be better served in a business
of larger scale and that the Proposed Disposal is in the best
interests of all of its stakeholders
-- Total cash consideration of GBP35 million, represents a
premium to the market capitalisation of the Group(1)
-- The Board believes they will be better positioned to drive
future value for Shareholders by focusing solely on the Owned
Brands business and the stronger margins and superior financial key
performance indicators associated with it
-- The Board has formed the view that the Proposed Disposal
provides the Group with the most appropriate option in terms
of:
I. maximising the amount of cash that will be available to drive future growth
II. maximising the value received for the Manufacturing business
III. maximising the future value of the Group through a focus on its single Owned Brands business
-- Following the Disposal, it is estimated that the Group's net
cash position will be approximately GBP23million after taking
account of deductions and expenses of the transaction. It is
expected that these funds will be retained to fund investment to
drive organic growth and for future earnings accretive acquisition
opportunities
-- Proposed name change to Brand Architekts Group plc which will
more appropriately reflect the future business of the Group
-- Overall Group trading for the 52 weeks ended 29 June 2019 was
broadly in line with expectations for the full year
Trading Update
The Group provides its trading update for the 52 weeks ended 29
June 2019. As the prior year comprised a 53 week trading period,
figures for 52 weeks have also been provided to give a more
meaningful comparison.
The Board is pleased to announce that overall the Group has
traded broadly in line with expectations for the full year. Group
revenues increased by 7% against the prior 52 weeks (5% on the
reported 53 week basis), with a single digit decline in the Brands
business being offset by a significant recovery in Contract
Manufacturing. Group pre-tax profit for the full year is expected
to be slightly ahead of that reported in the prior year (on a 52
week basis).
As highlighted previously, the pace of growth has slowed in the
Brands business with revenues declining by 3% over the prior 52
week period (5% on 53 weeks). This is a result of lower UK consumer
confidence and pressures within the retail environment which have
led to a softening in demand and retailer reductions in category
space and promotional activity. The Group has continued to make
good progress in growing international sales with 8% revenue growth
over the 52 week period (6% on 53 weeks), underpinning the
Directors' belief that there is a significant opportunity for
sustained international growth in the Brands business, a key
strategic objective for the Group. Importantly, gross margins
within the Brands business were maintained and investment
increased, both of which are expected to benefit the Group.
The Manufacturing business recovered strongly in the second half
of the year with revenues increasing 15% over the prior 52 weeks
(13% on 53 weeks). As expected, gross margins improved due to
agreed price increases and the positive mix from new contract wins,
helping deliver a full year profit ahead of last year.
Net debt of the Group as at 29 June 2019 was GBP7.3m (30 June
2018: GBP11.8m) which is slightly higher than the half year net
debt position of GBP6.7m, reflecting the usual impact of seasonal
sales and which is expected to decrease in the first quarter of the
current year.
Brendan Hynes, Chairman of Swallowfield, commented:
"The Proposed Disposal of the Manufacturing business is a
transformational development for the Group, which will see the
Owned Brands business become the sole focus of operations. As
announced on 5 March 2019, the Board determined that the
Manufacturing business needed a streamlined and simplified
operation, and undertook a detailed strategic review to determine
the appropriate course of action. Following careful consideration
of the options available, the Board strongly believes that the
Proposed Disposal enhances the long term prospects of both
businesses and is in the best interests of all stakeholders.
"It is the Board's belief that the transaction also provides the
Manufacturing business with a clearer vision for the future while
protecting the value of the business by being part of a larger
group, which is less affected by volatile market conditions. The
Board also believes that a sole focus on pursuing the opportunities
provided by the stronger margin Owned Brands business will leave
the Group better positioned to drive future value for
Shareholders."
Tim Perman, Chief Executive Officer of Swallowfield,
commented:
"The Group has made significant strides over the last 5 years
developing the brands portfolio, both organically and through
acquisition, and this has not only delivered superior financial
returns but has also given the Group greater control over its own
destiny. We believe that the opportunities to grow this business
will be significantly enhanced through a simplified strategic focus
and we have a strong and experienced brand team to drive this
forward. The proceeds from the disposal provide the Group with the
financial strength to invest in further organic and acquisitive
growth and we are confident of being able to profitably realise
further market opportunities in the future."
[1] Market capitalisation of the Group according to the closing
mid-market price of an Ordinary Share on 12 July 2019 and the
number of shares in issue on that date.
For further information please contact:
Swallowfield plc
01823 662
Tim Perman Chief Executive Officer 241
01823 662
Matthew Gazzard Group Finance Director 241
Shaun Dobson 020 7496
Jen Boorer N+1 Singer 3000
Josh Royston
Hilary Buchanan 020 3405
Sam Modlin Alma PR 0205
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014 (MAR). Upon
publication of this announcement, this inside information is now
considered to be in the public domain.
The following summary is extracted without material adjustment
from the Circular being sent to Shareholders. It should be read by
Shareholders in conjunction with the Circular, which includes
definitions of terms used but not otherwise defined in this
announcement. Such terms shall have the same meaning as are given
to them in the Circular.
1. Introduction
The Company announced today that it had entered into a
conditional agreement with Knowlton Development Corporation Inc.,
to sell its Manufacturing business and associated assets (including
the Group's 13.3% investment in Shanghai Color Cosmetic Technology
Co., Ltd) for a total cash consideration of GBP35 million, subject
to adjustment for the amount of working capital of the
Manufacturing business at the date of completion. The net proceeds
receivable by the Company after deductions (excluding sums required
to be placed in escrow) and expenses are expected to be
approximately GBP33.7 million. The transaction will be effected by
way of the sale of the entire issued share capital of Curzon, a
recently incorporated wholly-owned subsidiary of the Company, to
which the assets that are the subject of the transaction will be
transferred by way of a pre-sale reorganisation.
The Proposed Disposal is intended to maximise value for
Shareholders and is conditional upon the completion of the pre-sale
reorganisation pursuant to the APA. In addition, as the Proposed
Disposal will constitute a fundamental change of business of the
Group pursuant to Rule 15 of the AIM Rules, it will require the
approval of Shareholders at the General Meeting, notice of which is
set out in the Circular. Subject to Resolution 1 to approve the
Proposed Disposal being duly passed at the General Meeting,
completion of the pre-sale reorganisation is expected to take place
shortly before the completion of the Proposed Disposal, which in
turn, is expected to occur on or around 23 August 2019.
On completion of the Proposed Disposal, both Matthew Gazzard and
Jane Fletcher intend to transfer with the Manufacturing business
and so will leave the Group and step down at that time as directors
of the Company and in the case of Matthew Gazzard, also as company
secretary of the Company. In light of their personal interests in
the Proposed Disposal and the outcome of the General Meeting,
neither Director is being treated as independent for the purposes
of the Circular or any recommendation to Shareholders concerning
the Proposed Disposal.
The General Meeting at which the Resolutions will be proposed
has been convened for 10.00 a.m. on 31 July 2019.
The Independent Directors consider that it is in the best
interests of the Company and Shareholders as a whole to proceed
with the Proposed Disposal and recommend that Shareholders vote in
favour of the Resolutions to be proposed at the General
Meeting.
2. Background to, and reasons for, the Proposed Disposal
The Group is a market leader in the development, formulation,
and supply of personal care and beauty products. The Group operates
both its Owned Brands business as well as its Manufacturing
business. Over recent years significant volatility has been
experienced in the Manufacturing business, of late due to the
impact of material cost inflation, weaker product mix and the
prevailing external environment. This has resulted in fluctuations
in financial performance and the quality of results delivered. The
Company has today announced a trading update for the full year
which confirmed a recovery in performance in the second half of the
year for its Manufacturing business, but despite this improvement
there remain underlying challenges for this business.
In its interim results announced on 5 March 2019, the Company
stated that a strategic review of its Manufacturing business was
underway with the results expected to be completed in the second
half of the financial year. The Board had stated that the Group
needed a clear strategic focus and that its Manufacturing business
would benefit from streamlined and simplified operations. As part
of the strategic review, external advisors were appointed to
explore the competitive landscape and gauge interest in parts or
all of the Group's Manufacturing operations.
The Board is pleased with the recovery seen in the Manufacturing
business yet remains cautious of the prevailing raw material cost
headwinds and general market conditions. In light of the options
available and in view of the significant opportunities provided by
the Group's Owned Brands business and the stronger margins and
superior financial key performance indicators associated with it,
the Board believes that it will be better positioned to drive
future value for Shareholders by focusing solely on this
business.
The Board has therefore carefully considered the merits of the
Proposed Disposal and has formed the view, based on its analysis,
that the disposal of the Manufacturing business at a premium to the
market capitalisation of the Group (based on the closing mid-market
price of the Ordinary Shares on 12 July 2019) provides the Group
with the most appropriate option in terms of i) maximising the
amount of cash that will be available to drive future growth, ii)
maximising the value which can be achieved for the Manufacturing
business and iii) maximising the future value of the Group through
a focus on its single Owned Brands business.
The Board also believes that the Manufacturing business will be
better served in a business of larger scale which is less affected
by volatile market fluctuations and that the Proposed Disposal is
in the best interests of all of its stakeholders, not least its
employees.
3. Information on the Manufacturing business and its financial
performance
The Group's Manufacturing business is engaged in the
development, formulation and supply of quality products for
customers including many of the world's leading personal care and
beauty brands. The recent financial performance of the
Manufacturing business was set out in the Group's interim results
announced on 5 March 2019. For the 28 weeks ended 12 January 2019
revenues totalled GBP31.2 million with operating profit of GBP0.2
million. For the 53 weeks ended 30 June 2018 revenues totalled
GBP54.8 million with an operating profit of GBP2.6 million.
The Company today announced an update on trading for the 52
weeks ended 29 June 2019 and confirmed the Group had traded broadly
in line with expectations for the full year. The Manufacturing
business recovered strongly in the second half of the year with
revenues increasing 15% over the prior 52 weeks (13% on 53 weeks).
As expected, gross margins improved due to agreed price increases
and the positive mix from new contract wins, helping deliver a full
year profit ahead of last year..
As at 4 May 2019, the value of the assets the subject of the
Proposed Disposal was approximately GBP25 million.
4. Principal terms of the Proposed Disposal
On 13 July 2019, the Company and KDC entered into the Disposal
Agreement pursuant to which KDC has conditionally agreed to acquire
the entire issued share capital of Curzon, a recently incorporated
wholly-owned subsidiary of the Company to which the Manufacturing
business and associated assets, (including the Group's 13.3%
investment in Shanghai Color Cosmetic Technology Co., Ltd) are to
be transferred pursuant to the APA as part of a pre-sale
reorganisation. Subject to the approval of the Proposed Disposal by
Shareholders at the General Meeting, the completion of the APA will
take place shortly before completion of the Disposal Agreement.
The principal terms of the Disposal Agreement are as
follows:
-- Completion of the Disposal Agreement is conditional upon the
completion of the APA. If such condition is not fulfilled on or
before 5.00 p.m. on 21 September 2019 or such later date as may be
agreed in accordance with the provisions of the Disposal Agreement,
the Disposal Agreement will terminate and the transaction will not
proceed.
-- The consideration payable by the Buyer on completion of the
Disposal Agreement is a cash sum of GBP35 million less the sums of
GBP1.25 million (which will be retained in escrow pending any
adjustment of the consideration following the preparation of the
completion accounts referred to below) and GBP2 million (which may
be required to be retained in escrow in respect of certain
environmental risks referred to below) plus or minus an amount
based on the difference between estimated working capital and
target working capital at the completion date.
-- Completion accounts are to be prepared following completion
of the Disposal Agreement and the amount of the consideration will
be subject to adjustment according to whether the amount of working
capital of Curzon at the date of completion is greater or less than
the target working capital agreed by the parties.
-- The Disposal Agreement includes for the benefit of the Buyer
certain warranties and indemnities and a covenant as to the tax
liabilities of Curzon. The maximum liability of the Company in
respect of all claims under the Disposal Agreement is limited to
the amount of the consideration paid by the Buyer together with the
amount of the intra group indebtedness of Curzon that the Buyer
causes to be repaid on completion. However, warranty and indemnity
insurance has been arranged by the Buyer and it has been agreed
that any liability of the Company for a breach of any of the
business or tax warranties in the Disposal Agreement will be
satisfied pursuant to the warranty and indemnity insurance policy,
so that the Company will not be required to make any payment in
respect of any such claim. The Disposal Agreement also contains
various other customary limitations on the liability of the Company
for claims for breach of warranty or under the tax covenant.
-- The Disposal Agreement includes certain provisions by which
the parties have agreed in the period prior to completion to seek
GBP2 million of insurance cover in respect of certain environmental
risks relating to the potential presence of a specific contaminant
at one of the sites belonging to the Manufacturing business. The
cost of such insurance will be borne by the Company. If insurance
cover acceptable to the Buyer is arranged, then the GBP2 million
retention referred to above ("Retention") will no longer be
required and the monies will be released to the Company in full. If
sufficient insurance cover cannot be arranged, testing for the
relevant contaminant will be undertaken at the Company's cost
taking funds from the Retention. If such investigation does not
show the presence of the contaminant, then the balance of the
Retention will be released to the Company. If the contaminant is
shown to be present, a further Phase II investigation will be
undertaken at the cost of the Company, taking funds from the
Retention. If following such investigation the Buyer determines
that no further investigation and remediation is required, the
balance of the Retention will be released to the Company. If the
Buyer determines that further investigation and remediation is
required, a reasonable plan of further investigation, remediation,
management and monitoring will be agreed by the parties and the
costs paid from the Retention. Following completion of any
remediation works an independent expert will be appointed to
determine whether or not such works have achieved satisfactory
results. If the Buyer agrees with the expert's findings that the
remediation works have been successful, then the balance of the
Retention will be released to the Company. If however, there is
evidence of the continued presence of the contaminant, further
works and tests may be undertaken until the earlier of exhaustion
of the Retention and a determination that the remediation works
have been successful. However, the liability of the Company in
respect of the relevant contaminant at the site in question is not
to exceed the amount of the Retention.
-- The Buyer will be entitled to terminate the Disposal
Agreement at any time between the date it is entered into and the
date on which the condition in the APA relating to the approval of
the Proposed Disposal by Shareholders has been satisfied, if
between those dates there shall be any material breach of certain
pre-completion undertakings of the Company or there is a material
adverse change affecting the business, operations, assets, position
(financial, trading or otherwise) or liabilities, of Curzon.
However, such right will not extend beyond the date on which the
Proposed Disposal is approved by Shareholders at the General
Meeting.
-- The Group's defined benefit pension scheme will remain the
responsibility of the Company following completion of the Proposed
Disposal and there will be no transfer payment made in respect of
the employees of the Manufacturing business. Based on the overall
profitability and cash generation of the Owned Brands business, the
Company will be honouring the existing deficit reduction plan which
was established following the 2017 valuation process. This will be
next reviewed at the triannual valuation due in April 2020.
The arrangements for the Proposed Disposal also include
provision for the TSA to be entered into on completion, pursuant to
which certain transitional services will be provided by Curzon to
the Group, as further explained in paragraphs 6 and 7 below
respectively entitled "The Group's operations following the
Proposed Disposal and change of name" and "Board composition
following the Proposed Disposal".
5. Information on KDC
KDC is the largest North American custom formulator and
manufacturer serving the prestige beauty, personal care and
household sectors. Established in 2002, KDC has its head office in
Longueuil, Québec and employs over 5,000 employees. KDC has
experienced rapid growth through the successful completion of eight
notable acquisitions over the past four years and has significant
experience integrating businesses. In December 2018, KDC was
acquired by funds managed by Cornell Capital LLC to drive
international growth and enhance its ability to continue to invest
in top-tier product innovation and best-in-class manufacturing
capabilities.
The Directors believe that the partnership of Cornell Capital
LLC with KDC's management team, will provide the Manufacturing
business with additional resources and capital for its future
development.
6. The Group's operations following the Proposed Disposal and
change of name
Over the last 5 years the Group has developed, both organically
and through acquisition, a growing portfolio of brands that are
owned and managed by the Group. The acquisition of Brand Architekts
in June 2016 significantly accelerated this strategy and brought
both additional critical mass and accretive margins (with Owned
Brands representing 28% of Group revenues and 65% of Group
underlying operating profits in the 53 week period ended 30 June
2018). Emphasis has been on developing the brand portfolio and this
strategy has not only delivered superior financial returns but has
allowed the Group to take greater control in driving sales and
demand for its products. Following completion of the Proposed
Disposal, the Group's operations will solely comprise its Owned
Brands business.
A key focus within the Owned Brands Business is to develop
innovative new products to attract both retailers and consumers.
Over 120 new products were launched over the 12 month period ended
30 June 2019 across the Owned Brands portfolio. The Owned Brands
business makes use of consumer trends studies and competitor
benchmarking to generate ideas for new products such as
Superfacialist for Men and for re-launches in the Dirty Works, MR,
Kind Natured, The Real Shaving Company, Argan+ and Dr Salts
brands.
Brand Architekts now has 8 of its brand websites with full
e-commerce functionality. Sales via these websites are being
fulfilled from its internal distribution centre in support of this
increasing source of revenue for the Group. The Group has also
strengthened its direct to consumer efforts via establishing
certain of its brands on Amazon.
The focus also continues to be on developing sales in new
international markets and building relationships with appropriate
distribution and retail partners for the Group's brand portfolio.
Whilst international growth is still at a nascent stage, sales in
this area in the 52 week period ended 29 June 2019 grew by
approximately 8% over the prior year, underpinning the Directors'
belief that this represents a significant opportunity for continued
growth.
Following completion of the Proposed Disposal, the Owned Brands
business will continue to work with a range of third-party
suppliers to develop, formulate and distribute new products,
including the Manufacturing business. All current product supply
from the Manufacturing business has been secured in the TSA. There
will be a period of transition during which the Manufacturing
business will continue to support the Owned Brands business as it
establishes itself as a stand-alone business. All current services
supplied by the Group (including amongst others financial,
accounts, warehousing and IT services) will be covered by the TSA
until such time as the Owned Brands business has set up its own
facilities.
As part of the arrangements for the Proposed Disposal, it is
also proposed to change the name of the Company to Brand Architekts
Group plc, subject to Shareholder approval and conditional on
completion of the Proposed Disposal, as this will more
appropriately reflect the future business of the Group. Should
Shareholder approval be granted for the change of name the Company
intends following completion of the Proposed Disposal to change its
ticker to BAR.L, its head office and registered office will be
moved to 8 Waldegrave Road, Teddington TW11 8GT and its website
address will be changed to www.brandarchitektsplc.com.
7. Board composition following the Proposed Disposal
On completion of the Proposed Disposal both Matthew Gazzard and
Jane Fletcher intend to transfer with the Manufacturing business
and so will step down from the Board as Group Finance Director and
Group Sales and Marketing Director respectively. Matthew Gazzard
will also step down as Company Secretary of the Company. Matthew
will, however, continue to provide support for the Group under the
TSA for a period of up to 3.5 months following completion of the
transaction whilst the Group undertakes a process to appoint his
successor. Jane will also continue to provide support for the Group
under the TSA for a period of up to 3 months following completion
of the transaction.
8. Future Strategy
Following completion of the Proposed Disposal the Group's
strategy will be entirely focused on growing its Owned Brands
business both organically and through targeted selective
acquisitions. The Group's successful growth model of partnering
with retailers to offer differentiated brand and product
propositions will continue in the future and there will be the
opportunity for both retail and on-line distribution expansion in
the UK and internationally. The Owned Brands business will use
digital channels and social media to communicate with consumers
using well-targeted, fast and flexible communication campaigns. The
single-minded focus on the Owned Brands business will allow
superior financial returns due to the stronger margins for Owned
Brand products and further investment to be made in marketing and
other key resources. The Board is therefore confident that the
Owned Brands business will be able to profitably realise further
market opportunities in the future.
Following completion of the Proposed Disposal, the Directors
expect the Group's net cash position will be approximately GBP23
million, after taking account of deductions and the expenses of the
transaction. The Board intends that these funds should be retained
by the Group to fund investment to drive organic growth and to
pursue future earnings accretive acquisition opportunities.
The ongoing business will continue to benefit from the
leadership of Tim Perman who has been with the Group since May 2018
and CEO since 1 July 2018. Tim's professional career has always
centred around brands, having held various General Management and
Marketing positions at PZ Cussons, Seven Seas, Campbells Grocery
Products and Clairol prior to joining the Company. In his last role
at PZ Cussons, Tim was Group Category & Brand Director and
Global Beauty Director. Brand Architekts has a UK industry-wide
reputation for developing and growing beauty brands and forging
strong partnerships with retailers. The Board believes the Brand
Architekts team with Commercial Director Jo Butcher, offers the
perfect balance of experience, creativity, passion and drive to
deliver results. This is a strong and established management group
with many members having been with Brand Architekts in excess of 10
years.
The Non-Executive Directors of the Company are experienced in
dealing with M&A transactions, including those undertaken by
the Group to date, namely The Real Shaving Company Limited, Brand
Architekts and the Fish brand, which will prove beneficial as the
Group seeks further acquisition opportunities.
9. Related party transactions
Subject to completion of the Proposed Disposal there are certain
transaction-related payments that are proposed to be made to the
Executive Directors (the "Payments"). Subject to completion of the
Proposed Disposal, Tim Perman will be paid GBP250,000 on completion
and Matthew Gazzard and Jane Fletcher will each be paid GBP170,000.
The Payments proposed to be made to each of Matthew Gazzard and
Jane Fletcher will be paid as to: 50 per cent on completion of the
Proposed Disposal; and 50 per cent on satisfactory completion of
the transitional services provided by them under the TSA at the
sole discretion of the Company's remuneration committee. No other
payments are proposed to be made to the Executive Directors in
respect of the 52 week period ended 29 June 2019.
The Payments proposed for Tim Perman, Matthew Gazzard and Jane
Fletcher as Executive Directors constitute a related party
transaction pursuant to Rule 13 of the AIM Rules. The Company's
independent Directors (Roger McDowell, Brendan Hynes and Edward
Beale) consider, having consulted with N+1 Singer the Group's
Nominated Adviser, that the terms of the Payments are fair and
reasonable insofar as its Shareholders are concerned.
10. Irrevocable Undertakings
The Directors and persons connected with them have given
irrevocable undertakings in respect of their beneficial holdings of
Ordinary Shares, amounting in aggregate to 583,335 Ordinary Shares,
representing approximately 3.4% of the issued ordinary share
capital of the Company, to vote (or where applicable, to procure
that the registered holder of such Ordinary Shares votes), in
favour of the Resolutions at the General Meeting.
11. General Meeting
For the reasons explained above, completion of the Proposed
Disposal is conditional upon the approval of Shareholders at the
General Meeting.
At the General Meeting to be held at the offices of Nplus1
Singer Advisory LLP, One Bartholomew Lane, London EC2N 2AX at 10.00
a.m. on 31 July 2019, an ordinary resolution will be proposed to
approve the Proposed Disposal and a special resolution will be
proposed to approve (conditional on the resolution to approve the
Proposed Disposal being passed and the Proposed disposal being
completed) the change of the name of the Company to Brand
Architekts Group plc.
12. Recommendation
The Independent Directors consider that the Proposed Disposal
and the passing of the Resolutions to be proposed at the General
Meeting to be in the best interests of the Company and Shareholders
as a whole. Accordingly, the Independent Directors unanimously
recommend that Shareholders vote in favour of the Resolutions to be
proposed at the General Meeting as they and persons connected with
them have undertaken to do in respect of their own beneficial
holdings of 476,119 Ordinary Shares representing 2.8 per cent. of
the issued ordinary share capital of the Company.
13. Expected Timetable of Principal Events
Posting of the Circular and 15 July 2019
Form of Proxy to Shareholders
Latest time and date for receipt 10.00 a.m. on 29 July 2019
of Forms of Proxy
General Meeting 10.00 a.m. on31 July 2019
Completion date of Proposed 23 August 2019
Disposal
Cautionary note regarding forward-looking statements
This announcement contains a number of "forward-looking
statements". Generally, the words "will", "may", "should",
"continue", "believes", "expects", "intends", "anticipates",
"forecast", "plan" and "project" or in each case, their negative,
or similar expressions identify forward-looking statements. Such
statements reflect the Company's current views with respect to
future events and are subject to risks, assumptions and
uncertainties that could cause the actual results to differ
materially from those expressed or implied in any forward-looking
statements. Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable, no
assurance can be given that such expectations will prove to have
been correct. Shareholders should not, therefore, place undue
reliance on these forward-looking statements, which speak only as
of the date of this announcement. Except as required by the FCA,
the London Stock Exchange or applicable law (including as may be
required by the AIM Rules), the Company expressly disclaims any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained in this
announcement to reflect any change in the Company's expectations
with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
This information is provided by RNS, the news service of the
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END
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(END) Dow Jones Newswires
July 15, 2019 02:00 ET (06:00 GMT)
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