Scheme of Arrangement Becomes Effective

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 Quentin Higham / Tom Carter		via Alma
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 [phone]. 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 [phone]. 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.

 

END

 

 

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