THIS ANNOUNCEMENT AND THE
INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA,
AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN
OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY
APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT
DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR,
OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF WARPAINT LONDON
PLC IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE
LAW OR REGULATION. PLEASE SEE THE IMPORTANT INFORMATION AT THE END
OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE
REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED
("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, SUCH
INFORMATION WILL NO LONGER CONSTITUTE INSIDE
INFORMATION.
3 May 2024
RESULT OF UPSIZED PLACING OF 7 MILLION ORDINARY SHARES
IN Warpaint london PLC (THE "COMPANY" OR
"warpaint") BY SAMUEL BAZINI, CEO AND EOIN MACLEOD, MANAGING
DIRECTOR (TOGETHER THE "SELLERS").
Further to the announcement of 2 May
2024, the Sellers announce that, subject to completion, they have
sold in aggregate 7 million ordinary shares in Warpaint (the
"Placing Shares") at a
price of 450 pence per share (the "Placing"), raising aggregate gross
proceeds for the Sellers of £31.5 million.
The Placing was conducted through an
accelerated bookbuild to institutional investors. Shore Capital
Stockbrokers Limited ("Shore") acted as sole bookrunner (the
"Sole Bookrunner") for the
Sellers in connection with the Placing.
The Placing was substantially
oversubscribed and was very strongly supported by both existing and
a large number of new institutional investors. Accordingly, to aid
allocations, the Sellers agreed to upsize the Placing from 6
million ordinary shares to 7 million ordinary shares during the
accelerated bookbuild.
The Placing Shares represent
approximately 9.06 per cent. of the Company's current issued
ordinary share capital.
Following completion of the Placing,
Samuel Bazini will hold c.15.95 million1 ordinary shares
in the Company, representing approximately 20.64% of the Company's
issued ordinary share capital and Eoin Macleod will hold c.15.95
million2 ordinary shares in the Company, representing
approximately 20.64% of the Company's issued ordinary share capital
(together, the "Retained
Shares"). The Retained Shares will be subject to a lock-up
which ends twelve months after completion of the Placing (unless
consent is granted by both the Sole Bookrunner and the Board of
Warpaint).
The trade date for the Placing will
be 3 May 2024 and settlement is expected to occur on a T+2 basis on
8 May 2024, subject to the satisfaction or waiver of certain
customary conditions.
Allocations in the Placing will be confirmed to
placees as soon as practicable today.
Notes:
1. Includes
4,250,000 ordinary shares held by the wife of Samuel
Bazini
2. Includes
4,250,000 ordinary shares held by the wife of Eoin
Macleod
Contacts / Enquiries
Shore Capital
+44 (0) 20 7408 4090
Corporate Advisory - Patrick Castle
/Daniel Bush /Rachel Goldstein
Corporate Broking - Fiona
Conroy
Important Information
MEMBERS OF THE GENERAL PUBLIC ARE
NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY
OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE
(1) IF IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"),
QUALIFIED INVESTORS ("QUALIFIED INVESTORS") AS DEFINED IN ARTICLE 2
(E) OF REGULATION (EU) 2017/1129; AND (2) IF IN THE UNITED
KINGDOM, QUALIFIED INVESTORS AS DEFINED WITHIN REGULATION (EU)
2017/1129 AS IT FORMS PART OF RETAINED UK LAW BY VIRTUE OF THE
EUROPEAN UNON (WITHDRAWAL) ACT 2018 AS AMENDED WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR
(II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE
PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE
LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2)
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION
REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS.
This announcement and the information contained
herein is for information purposes only and does not constitute or
form part of any offer of, or the solicitation of an offer to
acquire or dispose of securities in the United
States, Canada, Australia, New Zealand, the Republic
of South Africa or Japan or in any other
jurisdiction in which such an offer or solicitation is
unlawful.
The Placing Shares have not been, and will not
be, registered under the U.S. Securities Act of 1933, as amended
(the "Securities Act"), or under the securities laws of any
state or other jurisdiction of the United States, and absent
registration, may not be offered or sold in the United States
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
the securities laws of any relevant state or other jurisdiction of
the United States. There will be no public offering of the Placing
Shares in the United States or elsewhere.
The Placing Shares have not been approved or
disapproved by the US Securities and Exchange Commission, any state
securities commission or other regulatory authority in the United
States, nor have any of the foregoing authorities passed upon or
endorsed the merits of the Placing or the accuracy or adequacy of
this announcement. Any representation to the contrary is a criminal
offence in the United States.
No prospectus or offering document has been or
will be prepared in connection with the Placing. Any investment
decision to buy securities in the Placing must be made solely on
the basis of publicly available information. Such information is
not the responsibility of and has not been independently verified
by the Sellers or by Shore or any of their respective
affiliates.
Neither this announcement nor any copy of it
may be taken, transmitted or distributed, directly or indirectly,
in or into or from the United States (including its
territories and possessions, any state of the United
States and the District of
Columbia), Canada, Australia, New Zealand, the
Republic of South Africa or Japan. The distribution of
this announcement may be restricted by law in certain jurisdictions
and persons into whose possession this document or other
information referred to herein comes should inform themselves about
and observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
The distribution of this announcement and the
offering or sale of the Placing Shares in certain jurisdictions may
be restricted by law. No action has been taken by the
Sellers, Shore or any of their respective affiliates that
would, or which is intended to, permit a public offer of the
Placing Shares in any jurisdiction or possession or distribution of
this announcement or any other offering or publicity material
relating to the Placing Shares in any jurisdiction where action for
that purpose is required. Persons into whose possession this
announcement comes are required by the Sellers and Shore to
inform themselves about and to observe any applicable
restrictions.
No reliance may be placed, for any purposes
whatsoever, on the information contained in the announcement or on
its completeness and this announcement should not be considered a
recommendation by Shore in relation to any purchase of, or
subscription for, securities of Warpaint.
Shore, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom is
acting only for the Sellers and no-one else in connection with the
Placing. It will not regard any other person as its client in
relation to the Placing and will not be responsible to anyone other
than the Sellers for providing the protections offered to its
clients nor for providing advice in relation to the Placing or
any matters referred to in this announcement.
Shore and its affiliates acting as an investor
for their own account may participate in the Placing on a
proprietary basis and in that capacity may retain, purchase or sell
for their own account such Placing Shares. In addition, they may
enter into financing arrangements and swaps with investors in
connection with which they may from time to time acquire, hold or
dispose of Placing Shares. Shore does not intend to disclose the
extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligation to do
so.
Neither Shore nor any of its directors,
shareholders, officers, employees, advisers or agents accepts any
responsibility or liability whatsoever for or makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of the information in this announcement
(or whether any information has been omitted from the announcement)
or any information relating to Warpaint or its subsidiaries or
associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of this announcement or its
contents or otherwise arising in connection therewith.
Neither the Sellers nor any of his advisers or
agents accepts any responsibility or liability whatsoever for or
makes any representation or warranty, express or implied, as to the
truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any information relating to Warpaint or its
subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made
available or for any loss howsoever arising from any use of this
announcement or its contents or otherwise arising in connection
therewith.
UK Product
Governance Requirements
Solely for the purposes of the product
governance requirements of Chapter 3 of the FCA Handbook Product
Intervention and Product Governance Sourcebook (the "UK Product
Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
manufacturer (for the purposes of the UK Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that such Placing Shares are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as respectively defined in paragraphs 3.5 and 3.6 of the FCA
Handbook Conduct of Business Sourcebook; and (ii) eligible for
distribution through all permitted distribution channels (the
"Target Market Assessment").
Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom.
The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Shore will only procure investors who meet the criteria
of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of Chapters 9A or 10A respectively
of the FCA Handbook Conduct of Business Sourcebook; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to
the Placing Shares.
Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares
and determining appropriate distribution channels.
EU Product
Governance Requirements
Solely for the purposes of the product
governance requirements contained within: (a) EU Directive
2014/65/EU on markets in financial instruments, as amended ("MiFID
II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II; and (c) local implementing
measures (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the MiFID II Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined
that the Placing Shares are: (i) compatible with an end target
market of (a) retail investors, (b) investors who meet the criteria
of professional clients and (c) eligible counterparties, each as
defined in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "EU Target
Market Assessment").
Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result
therefrom. The EU Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions to the Placing. Furthermore, it is
noted that, notwithstanding the EU Target Market Assessment, Shore
will only procure investors who meet the criteria of professional
clients or eligible counterparties.
For the avoidance of doubt, the EU Target
Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of MiFID II; or (b)
a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect
to the Placing Shares.
Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares
and determining appropriate distribution channels.
This document includes statements that are, or
may be deemed to be, forward-looking statements. These
forward-looking statements may be identified by the use of
forward-looking terminology, including the terms "intends",
"expects", "will", or "may", or, in each case, their negative or
other variations or comparable terminology, or by discussions of
strategy, plans, objectives, goals, future events or intentions.
These forward-looking statements include all matters that are not
historical facts. Any forward-looking statements are subject to
risks relating to future events and assumptions relating to the
Company's business, in particular from changes in political
conditions, economic conditions, evolving business strategy, or the
retail industry. No assurances can be given that the
forward-looking statements in this document will be realised. As a
result, no undue reliance should be placed on these forward-looking
statements as a prediction of actual results or
otherwise.