DATE: 30 September 2022

Silverwood Brands plc

("Silverwood" or the "Company")

Acquisition of NBY London Limited

Silverwood Brands plc, an enterprise company established to invest primarily in branded consumer businesses, is pleased to announce the conditional acquisition ("Acquisition") of NBY London Limited, which trades internationally under the brand name Nailberry ("Nailberry"), a multi-award-winning category leader in non-toxic nail products.  The Acquisition is conditional on certain financing arrangements being completed, which is expected to occur within the next few days. As part of the transaction, Sonia Hully, founder of Nailberry, will continue to lead Nailberry as its executive director.

Details of the Acquisition

Nailberry is a premium nail products brand founded in 2013 by Sonia Hully, a French London-based entrepreneur. The brand offers a wide array of award-winning colours and nail products using a healthy and breathable formula, known as L'Oxygéné.  Nailberry's nail polishes are formulated to be free of toxic chemicals and are certified vegan, cruelty free and halal. The brand's motto, "Colour your nails healthy", emphasises its commitment to the well-being of its customers' nails.

Nailberry generated approximately £2m in sales in the year ended 31 December 2021 and achieved an unaudited, adjusted EBITDA of £700,000.  The company's net assets as at that date stood at approximately £2.2m.  Management accounts indicate that trading in the six months ended 30 June 2022 was materially above that achieved in the comparative prior period.  The Directors of Silverwood believe that Nailberry has clear growth opportunities and, as such, is a great addition to the Silverwood portfolio of beauty brands.

The Company has conditionally acquired 100% of NBY London Limited's share capital for an initial cash consideration of £6.0 million. The Acquisition terms further include a deferred consideration of up to an additional £4.0 million payable in Silverwood shares and subject to achieving certain performance criteria dependent on sales and EBITDA growth over the next three years.  

The deferred consideration will be calculated through an equal weighting between an EBITDA compound annual growth rate payment and a revenue compound annual growth rate payment during the earn-out period which is from the day of completion to the third anniversary of completion. 

The EBITDA compound annual growth rate payment will be calculated as follows:

-       If the achieved EBITDA compound annual growth rate is equal to or greater than 35%, the sum of £2,000,000 will be paid; or

-       If the achieved EBITDA compound annual growth rate is less than 35% but greater than 20%, the sum paid will be calculated by multiplying £2,000,000 by the EBITDA compound annual growth rate percentage.

-       If the achieved EBITDA compound annual growth rate is 20% or lower, then zero will be paid.

The revenue compound annual growth rate payment is calculated as follows:

-       If the achieved revenue compound annual growth rate is equal to or greater than 40%, the sum of £2,000,000 will be paid; or

-       If the achieved compound annual growth rate is less than 40%, but greater than 25%, the sum paid will be calculated by multiplying £2,000,000 by the revenue compound annual growth rate percentage.

-       If the achieved revenue compound annual growth rate is 25% or below, then zero will be paid.

As such, the maximum total deferred consideration will be £4,000,000.

The deferred consideration will be paid at prevailing share price at the end of the earn-out period.

Advisers

Nnenna Onuba of 21 Road Ltd and Joel Palix of Palix Unlimited Ltd acted as Joint Independent M&A advisers to Nailberry. Knights served as legal counsel to Silverwood, and Simons Muirhead Burton LLP served as legal counsel to Nailberry.

About NBY London Limited

More information is available on Nailberry's website, www.nailberry.co.uk.

Andrew Gerrie, the Executive Director of Silverwood Brands, said:

"Acquiring Nailberry gives us an opportunity to work with an amazing founder and businesswoman in Sonia Hully. We are delighted that Sonia will be staying as a director of Nailberry to continue to drive growth in the business. We are looking forward to working with Sonia and the team at Nailberry to build the brand. We are very optimistic about the future for this business."

Sonia Hully, the Founder and CEO of Nailberry, stated:

"I am very excited that Nailberry is joining the Silverwood family.  I personally remain fully committed to the ethical principles upon which I developed the brand and am thrilled that Andrew Gerrie and Silverwood share the same principles.  I very much look forward to working with Andrew and the Silverwood team to continue to grow Nailberry in the UK and internationally and to expand the Silverwood portfolio with other promising brands."

Change of Year End

The Company is also amending its year end reporting date from 31 August to 31 December with immediate effect. The Company will issue interim financial statements covering the period from incorporation to 31 August 2022.  Subsequently interim and annual reports will be published each year for the 6 months to 30 June and 12 months to 31 December respectively.

For more information, please contact: