THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES AND DOES NOT CONSTITUTE A PROSPECTUS OR OFFERING MEMORANDUM OR AN OFFER IN RESPECT OF ANY SECURITIES AND NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, FORMS OR IS INTENDED TO FORM THE BASIS FOR ANY INVESTMENT DECISION IN RESPECT OF WARPAINT LONDON PLC OR OTHER EVALUATION OF ANY SECURITIES OF WARPAINT LONDON PLC OR ANY OTHER ENTITY AND SHOULD NOT BE CONSIDERED AS A RECOMMENDATION THAT ANY INVESTOR SHOULD SUBSCRIBE FOR OR PURCHASE ANY SUCH SECURITIES.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). 

For immediate release

5 December 2024

Warpaint London plc

Result of Placing

Warpaint London plc ("Warpaint" or the "Company") (AIM:W7L), the specialist supplier of colour cosmetics and owner of the W7 and Technic brands, is pleased to announce that, further to the announcement made earlier today regarding the Placing (the "Launch Announcement"), it has raised gross proceeds of £14 million by way of a placing of 2,745,098 new ordinary shares of 25 pence each (the "Ordinary Shares") in the capital of the Company (the "Placing Shares") at a price of 510 pence per Placing Share (the "Issue Price").

The Placing was substantially oversubscribed. Allocations in the Placing will be confirmed to Placees as soon as practicable today.

Shore Capital Stockbrokers Limited ("SCS") is acting as sole bookrunner in connection with the Placing (the "Bookrunner").

Capitalised terms not defined in this announcement (this "Announcement") have the meanings given to them in the Launch Announcement.

Highlights

·    The Company has conditionally raised, in aggregate, gross proceeds of £14 million at the Issue Price.

·    The Issue Price represents a discount of approximately 2.67 per cent. to the closing mid-market price of 524 pence per Existing Ordinary Share on 4 December 2024, being the latest practicable date prior to the publication of the Launch Announcement.

·    All the Directors have participated in the Placing and have subscribed for an aggregate amount of £582,499.

Retail Offer

As announced earlier today, the Company also launched the Retail Offer through the Bookbuild Platform to raise gross proceeds of up to £1 million (before fees and expenses).  The Retail Offer provides existing retail Shareholders in the United Kingdom with an opportunity to participate in the Fundraising at the same price as the Placing.  The results of the Retail Offer are expected to be announced on 9 December 2024.

Directors' participation in the Placing

The Directors of the Company have subscribed for a total of 114,210 Placing Shares as set out below:

Details of the Placing

The Placing is conditional upon, inter alia, the Placing Agreement between the Company and the Bookrunner not having been terminated in accordance with its terms. 

The Placing is not conditional on the completion of the Acquisition. The conditions to the completion of the Acquisition are set out in the Acquisition Announcement. In the unlikely event the Acquisition does not complete, the Company may, at its option, decide to use the funds for alternative investments or consider a tax efficient way to return the net proceeds to Shareholders. The Retail Offer is conditional on the Placing but the Placing is not conditional on the Retail Offer.

Admission, settlement and dealings

Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the AIM market of the London Stock Exchange ("Admission").

Admission is expected to take place at 8.00 a.m. on 10 December 2024 and dealings in the New Ordinary Shares are expected to commence at 8.00 a.m. on 10 December 2024 or, in each case, such later time and/or date as the Bookrunner and the Company agree (being in any event no later than 8.00 a.m. on 31 December 2024).

The New Ordinary Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue. 

The New Ordinary Shares will be in registered form and will be capable of being held in either certificated or uncertificated form (i.e. in CREST). Accordingly, following Admission, settlement of transactions in the Ordinary Shares may take place within the CREST system if a Shareholder so wishes. Shareholders who wish to receive and retain share certificates are able to do so.

The ISIN number of the New Ordinary Shares is GB00BYMF3676. The TIDM is W7L.

For further information please contact:

Important Notices

SCS and SCC are authorised and regulated by the FCA in the United Kingdom and are acting exclusively for Warpaint and no one else in connection with the Placing, and SCS and SCC will not be responsible to anyone (including any Placees) other than Warpaint for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Bookrunner or by any of their respective Representatives as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

The responsibilities of SCC as Warpaint's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to Warpaint or to any Director or to any other person.

Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.

The Placing Shares to be issued pursuant to the Placing will be not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of the United States, Australia, Canada, the Republic of South Africa or Japan.  Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom or the EEA.

Neither the content of Warpaint's website nor any website accessible by hyperlinks on Warpaint's website is incorporated in, or forms part of, this Announcement.

The information below (set out in accordance with the requirements of UK MAR) provides further detail:

PDMR Notification Forms: