9 October 2023

Silverwood Brands Plc

("Silverwood" or the "Company")

Update on Legal Proceedings

Silverwood Brands plc (AQSE: SLWD), a holding company established to invest primarily in branded consumer businesses, announces that the Company has today filed a Defence to the legal proceedings brought by Lush Cosmetics Limited and Cosmetic Warriors Limited (together, "Lush") announced on 27 July 2023 (the "Lush Proceedings").

In summary, in the Lush Proceedings, Lush seeks (i) declaratory relief that the transfers of shares in Lush to Cosmic Circles Limited ("Cosmic"), a wholly owned subsidiary of Silverwood, were not compliant with Lush's Articles of Association and that Lush was entitled to refuse to register those transfers, as well as (ii) declaratory relief that certain rights granted to the Company under a Deed of Grant of Control and to Cosmic under two Powers of Attorney in respect of the Lush shares are not compliant with Lush's Articles of Association and consequently of no effect.

The Company has decided (i) to withdraw the request that Lush register the transfers of the Lush shares to Cosmic and (ii) not to argue in its Defence that Cosmic is now entitled to be registered as the holder of those shares. However, the Company's Defence will deny that the Deed of Grant of Control and the Powers of Attorney are of no effect.  

The Company has taken this decision in light of legal advice, the significant risks and uncertainties of the Lush Proceedings, as well as the potentially significant costs that would be incurred in fully defending the Lush Proceedings, and the associated disruption to the Company's business.

The effect of the withdrawal of the request that Lush register the transfers, is that the Lush shares will not be registered in the name of Cosmic. Accordingly, the Company is seeking to take steps with a view to unwinding the transaction announced on 12 December 2022.

Trading in the Company's ordinary shares on the Access segment of the Aquis Growth Market will remain suspended, pending the publication of further information regarding the unwinding process. 

Market Abuse Regulation (MAR) Disclosure

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation EU 596/2014 as it forms part of retained EU law (as defined in the European Union (Withdrawal) Act 2018).