TIDMIDP TIDMBAR
RNS Number : 4443K
InnovaDerma PLC
05 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.
Recommended Merger
of
InnovaDerma plc ("InnovaDerma") with Brand Architekts Group plc
("Brand Architekts")
to be effected by way of a scheme of arrangement
under Part 26 of the Companies Act 2006
Scheme Timetable
On 31 March 2022, the Boards of InnovaDerma and Brand Architekts
announced that they had reached agreement on the terms and
conditions of a recommended cash and shares Merger pursuant to
which Brand Architekts will acquire the entire issued and to be
issued ordinary share capital of InnovaDerma (the "Merger") (Brand
Architekts and InnovaDerma together, the "Combined Group"). The
Merger is to be effected by means of a Court-sanctioned scheme of
arrangement (the "Scheme") between InnovaDerma and the Scheme
Shareholders under Part 26 of the Companies Act 2006.
On 25 April 2022, the scheme document in connection with the
Merger (the "Scheme Document") was published. The Scheme Document
contains further information with regards to the Scheme and the
actions to be taken by InnovaDerma Shareholders with regard to the
Scheme.
The Scheme Document set out an indicative timetable showing the
expected dates for implementation of the Scheme. Accordingly,
following further confirmation, the anticipated timetable for
effecting the Scheme has changed. The amended timetable is shown
below and the changes relate only to the dates for the Court
Hearing onwards. For the avoidance of doubt, there have been no
changes to the dates of the Court Meeting or General Meeting.
Unless otherwise defined, all capitalised terms in this
announcement (the "Announcement") shall have the same meaning given
to them in the Scheme Document.
Event Time and/or date
Latest time for lodging Forms of Proxy
for the:
10.00 a.m. on 17 May
* Court Meeting (WHITE Form of Proxy) 2022(1)
10.15 a.m. on 17 May
* General Meeting (YELLOW Form of Proxy) 2022(2)
Voting Record Time 6.00 p.m. on 17 May
2022(3)
Court Meeting 10.00 a.m. on 19 May
2022
General Meeting 10.15 a.m. on 19 May
2022(4)
Brand Architekts General Meeting 1.00 p.m. on 19 May
2022
Certain of the following dates are subject
to change(5) :
Court Hearing to sanction the Scheme 27 May 2022
Last day of dealings in, and for registration 30 May 2022
of transfers of, and disablement in CREST
of, InnovaDerma Shares
Scheme Record Time 6.00 p.m. on 30 May
2022
Suspension of dealings on the London Stock 7.30 a.m. on 31 May
Exchange in InnovaDerma Shares 2022
Effective Date 31 May 2022
Cancellation of listing of InnovaDerma 7.00 a.m. on 1 June
Shares on the Official List of the FCA 2022
and admission to trading on the Main Market
of the London Stock Exchange
Delisting of InnovaDerma Shares from EuroNext 6.00 a.m. on 1 June
Access Paris 2022
Admission of the New Brand Architekts Shares 8.00 a.m. on 1 June
to trading on AIM 2022
Crediting of New Brand Architekts Shares as soon as possible
to CREST accounts after 1 June 2022
Latest date for CREST accounts to be credited 14 June 2022
with New Brand Architekts Shares (and,
if applicable, for share certificates in
respect of New Brand Architekts Shares
to be issued)
Settlement of the Cash Consideration payable by no later than 14
under the Merger June 2022
Long Stop Date 4 July 2022(6)
All references in this table to times are to London time unless
stated otherwise.
(1) The WHITE Form of Proxy for the Court Meeting should be
received by SLC Registrars before 10.00 a.m. on 17 May 2022, or, if
the Court Meeting is adjourned, not later than 48 hours before the
time fixed for the holding of the adjourned meeting. WHITE Forms of
Proxy not so received may be handed to the Chairman of the Court
Meeting before the taking of the poll at the Court Meeting.
(2) The YELLOW Form of Proxy for the General Meeting must be
lodged with SLC Registrars before 10.15 a.m. on 17 May 2022 in
order for it to be valid, or, if the General Meeting is adjourned,
not later than 48 hours before the time fixed for the holding of
the adjourned meeting. The YELLOW Form of Proxy cannot be handed to
the Chairman of the General Meeting at that meeting.
(3) If a InnovaDerma Meeting is adjourned, only those Scheme
Shareholders (in the case of the Court Meeting) and InnovaDerma
Shareholders (in the case of the General Meeting) on the register
of members of InnovaDerma at close of business on the day which is
two Business Days before the adjourned meeting will be entitled to
attend and vote.
(4) To commence at the time fixed or, if later, immediately
after the conclusion or adjournment of the Court Meeting.
(5) These times and dates are indicative only and will depend,
among other things, on the date on which: (i) the Conditions are
either satisfied, or (if capable of waiver) waived; (ii) the Court
sanctions the Scheme; and (iii) the Court Order is delivered to the
Registrar of Companies. InnovaDerma will give notice of any
change(s) by issuing an announcement through a RIS and, if required
by the Panel, send notice of the change(s) to InnovaDerma
Shareholders and other persons with information rights.
(6) This is the last date on which the Scheme may become
Effective unless InnovaDerma and Brand Architekts, with the consent
of the Panel and, if required, the approval of the Court, agree in
writing a later date.
Enquiries :
InnovaDerma plc c/o TB Cardew
Blake Hughes, Chief Executive Officer innovaderma@tbcardew.com
Andrew Dunderdale, Group Finance Director
finnCap Ltd (Financial Adviser, Rule 3
Adviser and Corporate Broker to InnovaDerma)
Geoff Nash / Henrik Persson / Kate Bannatyne +44 (0) 2072 200 500
Brand Architekts plc
Quentin Higham, Chief Executive Officer
Tom Carter, Chief Financial Officer +44 (0) 20 3166 2840
Singer Capital Markets Advisory LLP (Financial
Adviser, Nominated Adviser and Corporate
Broker to Brand Architekts)
Jen Boorer / Shaun Dobson / Dan Dearden-Williams +44 (0) 20 7496 3000
Alma PR (Financial PR Adviser to Brand
Architekts)
Josh Royston / Sam Modlin +44 (0) 203 405 0205
TB Cardew (Financial PR Adviser to InnovaDerma)
Shan Willenbrock / Olivia Rosser + 44 (0) 7775 848547
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).
InnovaDerma has prepared the Scheme Document and distributed it
to InnovaDerma Shareholders. The Boards of InnovaDerma and Brand
Architekts urge InnovaDerma Shareholders to read the Scheme
Document carefully as it will contain important information
relating to the Merger, the New Brand Architekts Shares and the
Combined Group. Any decision to vote in respect of resolutions to
be proposed at the InnovaDerma Meetings to approve the Merger, the
Scheme or related matters, should be made only on the basis of the
information contained in the Scheme Document.
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.
Please be aware that addresses, electronic addresses and certain
other information provided by InnovaDerma Shareholders, persons
with information rights and other relevant persons for the receipt
of communication by InnovaDerma may be provided to Brand Architekts
during the Offer Period as required by section 4 of Appendix 4 to
the Takeover Code.
Overseas Shareholders
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 or to
vote their Scheme Shares in respect of the Scheme at the Court
Meeting (or their InnovaDerma Shares at the General Meeting), or to
execute and deliver Forms of Proxy appointing another to vote at
the Court Meeting and/or the General Meeting on their behalf, 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 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 are
contained in the Scheme Document.
Forward looking statements
This Announcement (including information incorporated by
reference into this Announcement), any oral statements made by
Brand Architekts or InnovaDerma in relation to the Merger and other
information published by Brand Architekts or InnovaDerma may
contain statements about Brand Architekts, InnovaDerma and the
Combined Group that are or may be forward looking statements. All
statements other than statements of historical fact included in
this Announcement may be forward looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "goals", "believes", "expects",
"aims", "intends", "will", "may", "anticipates", "estimates",
"projects", hopes", "continues", "would", "could", "should" or
words or terms of similar substance or the negative of them, are
forward looking statements. Forward looking statements include
statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; and (ii) business and management
strategies and the expansion and growth of Brand Architekts's,
InnovaDerma's or the Combined Group's operations and potential
synergies resulting from the Merger.
Such forward looking statements involve risks and uncertainties
that could significantly affect expected results and/or the
operations of Brand Architekts, InnovaDerma or the Combined Group
and are based on certain assumptions and assessments made by Brand
Architekts and InnovaDerma in light of their experience and their
perception of historical trends, current conditions, future
developments and other factors they believe appropriate. Except as
expressly provided in this Announcement, they have not been
reviewed by the auditors of Brand Architekts or InnovaDerma.
Although it is believed 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 and
you are therefore cautioned not to place reliance on these forward
looking statements which speak only as at the date of this
Announcement. Neither InnovaDerma nor Brand Architekts, nor any of
their respective members, directors, officers, employees, advisers
and any person acting on behalf of one or more of them assumes any
obligation to update or correct the information contained in this
Announcement (whether as a result of new information, future events
or otherwise) except as required by applicable law (including as
required by the Takeover Code, the Listing Rules, the AIM Rules,
the Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules).
There are several factors which could cause actual results to
differ materially from those expressed or implied in forward
looking statements. Among the factors that could cause actual
results to differ materially from those described in the forward
looking statements are changes in the global, political, economic,
business, competitive, market and regulatory forces, future
exchange and interest rates, changes in tax rates and future
business acquisitions or disposals. Such statements are qualified
in their entirety by the inherent risks and uncertainties
surrounding future expectations.
No member of the Brand Architekts Group or the InnovaDerma
Group, nor any of their respective associates, directors, officers,
employees or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in
any forward-looking statements in this Announcement will actually
occur.
Profit forecasts and estimates
No statement in this Announcement is intended to constitute a
profit forecast or profit estimate and no statement in this
Announcement should be interpreted to mean that the earnings or
future earnings per share of or dividends or future dividends per
share of Brand Architekts or InnovaDerma for current or future
financial years will necessarily match or exceed the historical or
published earnings or dividends per share of Brand Architekts or
InnovaDerma, as appropriate.
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.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Takeover Code, InnovaDerma
announces that, as at close of business on the Last Practicable
Date, it has 28,057,825 InnovaDerma Shares in issue, which are
listed on the Official List and admitted to trading on the Main
Market of the London Stock Exchange. InnovaDerma has no shares held
in treasury. The International Securities Identification Number
(ISIN) of the InnovaDerma Shares is GB00BT9PTW34.
In accordance with Rule 2.9 of the Takeover Code, Brand
Architekts announces that as at close of business on the Last
Practicable Date, it has 17,230,702 Brand Architekts Shares in
issue and admitted to trading on AIM. Brand Architekts has no
shares held in treasury. The ISIN of the Brand Architekts Shares is
GB0008667304.
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
In accordance with Rule 26.1 of the Takeover Code, 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.
The Merger is subject to the provisions of the Takeover
Code.
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END
SOAUVVWRUSUVRRR
(END) Dow Jones Newswires
May 05, 2022 05:00 ET (09:00 GMT)
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