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| Date | 12 Feb 2024 |
| Time | 13:06:07 |
| Category | Miscellaneous |
| ID | 8508C |
12 February 2024
Silverwood Brands plc
("Silverwood" or the "Company", together with its subsidiaries, the "Group")
Director's Interest and update on proposed Capital Reduction
Silverwood Brands plc (AQSE: SLWD), a holding company established to invest primarily in branded consumer businesses, has been notified that VSA Capital Limited has transferred 2,282,127 ordinary shares of 10p each in the Company ("Ordinary Shares"; "VSA Consideration Shares") to Andrew Gerrie, Chief Executive Officer of the Company, in settlement of a legal dispute.
Following this transfer, the Company is now able to finalise the arrangements for the proposed cancellation of the 228,212,632 Ordinary Shares issued in connection with the Company's acquisition of a 19.8% stake in each of Lush Cosmetics Limited and Lush Cosmetic Warriors, and a further announcement in this regard will be made as soon as practicable.
Concert Party Interests
On completion of the transfer of the VSA Consideration Shares, the Concert Party (as described and defined in the Company's announcement of 12 December 2022) will be interested in Ordinary Shares as follows:
|
Concert Party Member |
Ordinary Shares |
% |
|
Andrew Gerrie and Alison Hawksley¹ |
8,660,363 |
3.19 |
|
Andrew Gerrie and Alison Hawksley - Consideration Shares |
228,212,632 |
84.30 |
|
Brooke Gerrie |
- |
- |
|
Oliver Gerrie |
- |
- |
|
Alina Gerrie |
- |
- |
|
Castelnau |
12,718,499 |
4.70 |
|
Andrew Tone |
9,065,412 |
3.35 |
|
VSA Capital Limited |
- |
- |
|
Angus Thirlwell |
571,429 |
0.21 |
|
Fushia Investments PTE LTD |
571,429 |
0.21 |
|
Andrew Monk |
200,000 |
0.07 |
|
Paul Hodgins |
28,577 |
0.01 |
|
James Wilson |
28,572 |
0.01 |
|
Hu Yu |
14,286 |
0.01 |
|
Jane Raca |
7,500 |
- |
|
Andrew Raca |
5,000 |
- |
|
Total |
260,083,699 |
96.07%² |
¹ This holding comprises Ordinary Shares held jointly and individually in the names of Andrew Gerrie and his wife, Alison Hawksley, together with Ordinary Shares held by Silver Americum Limited.
²Issued share capital = 270,712,808 Ordinary Shares.
Following the transfer of the VSA Consideration Shares, the Concert Party's aggregate interest in the voting rights of the Company remains at 96.07%. For so long as the Concert Party holds more than 50% of the Company's voting share capital and its members are presumed to be acting in concert, they may increase their aggregate interests in the Ordinary Shares in the Company without incurring any obligation under Rule 9 of the Takeover Code to make a mandatory offer for the remaining shares, although individual members of the Concert Party, with the exception of Andrew Gerrie and Alison Hawksley, would not be able to increase their percentage interest in the Ordinary Shares of the Company through 30%, or between 30% and 50%, without the consent of the Panel.
--Ends--
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Silverwood Brands plc Andrew Gerrie Paul Hodgins
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info@silverwoodbrands.com |
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Peterhouse Capital Limited (Aquis Corporate Adviser) Mark Anwyl Narisha Ragoonanthun Brefo Gyasi
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+44 (0)20 7469 0930 |
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Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them. |
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1 |
Details of the person discharging managerial responsibilities/person closely associated |
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a) |
Name |
Andrew Gerrie |
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2 |
Reason for the notification |
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a) |
Position/status |
Chief Executive Officer |
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b) |
Initial notification /Amendment |
Initial |
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3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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a) |
Name |
Silverwood Brands plc |
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b) |
LEI |
213800MOKU1KYZUFYZ40 |
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4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
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a) |
Description of the financial instrument, type of instrument Identification code |
Ordinary Shares of 10p each
ISIN: GB00BNRRGD95 |
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b) |
Nature of the transaction |
Return of Ordinary Shares to Andrew Gerrie |
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c) |
Price(s) and volume(s) |
2,282,127 Ordinary Shares The entry by the transferee into a settlement agreement and settling claims against the transferor. |
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d) |
Aggregated information - Aggregated volume - Price |
n/a - single transaction |
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e) |
Date of the transaction |
9 February 2024
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f) |
Place of the transaction |
Off market Transfer
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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).