Warpaint London PLC (LON:W7L), the specialist supplier of colour cosmetics and owner of the W7 brand, has today announced the successful completion of the Placing announced earlier today.
A total of 11,157,894 Placing Shares have been placed subject to shareholder approval being obtained at a general meeting of Shareholders to be convened for 29 November 2017. The Placing Shares will be allocated to Placees at a price of 190 pence per share, raising gross proceeds of £21.2 million. Subject to the General Meeting and Completion of the Acquisition which was also announced earlier today, settlement and admission to trading on AIM of the Placing Shares is expected to occur on 30 November 2017.
The Placing Shares will represent, in aggregate, approximately 15 per cent. of the issued ordinary share capital of the Company as enlarged by the issue of the Placing Shares and the Consideration Shares. The Placing Price represents a discount of 8 per cent. on the closing price on 10 November 2017, being the last practicable closing mid-market price prior to the announcement issued by the Company at 7.00 a.m. this morning.
The Company is today dispatching a circular containing a notice of general meeting at which resolutions will be put to the Shareholders to authorise the allotment of new ordinary shares on a non-pre-emptive basis to fulfil the Placing and the Acquisition.
Commenting, Sam Bazini and Eoin Macleod, Joint Chief Executives of Warpaint said: “We are delighted with the interest in the Placing we received. We would like to welcome our new shareholders and thank all of our existing shareholders for their on-going support.”
Directors’ participation
Directors of the Company have, in aggregate subscribed for 352,628 new Ordinary Shares (£669,993 at the Placing Price) in the Placing.
The participation of the Directors of the Company (and/or their connected persons) in the Placing is set out in the table below:
|
Beneficial holding before the Placing |
Placing Shares |
Beneficial holding following the Placing and the issue of the Consideration Shares |
|||
|
(shares) |
(%) |
(shares) |
(shares) |
(%) |
|
|
Sam Bazini* |
20,413,630 |
31.63% |
131,578 |
20,545,208 |
26.77% |
|
Eoin Macleod* |
20,413,630 |
31.63% |
131,578 |
20,545,208 |
26.77% |
|
Clive Garston |
100,000 |
0.15% |
26,315 |
126,315 |
0.16% |
|
Paul Hagon |
20,619 |
0.03% |
10,526 |
31,145 |
0.04% |
|
Neil Rodol |
61,856 |
0.10% |
42,105 |
103,961 |
0.14% |
|
Keith Sadler |
20,619 |
0.03% |
10,526 |
31,145 |
0.04% |
* Including 3,000,000 Ordinary Shares held by the Director’s wife
General Meeting
The Company intends to today send a circular to Shareholders to convene a general meeting of Shareholders to be held at 9.30 a.m. on 29 November 2017 at the offices of DAC Beachcroft LLP, 100 Fetter Lane, London, EC4A 1BN.
The Placing is conditional, inter alia, upon the following:
· the passing, without amendment, of the Resolutions at the General Meeting;
· Admission occurring by no later than 8.00 a.m. on 30 November 2017 (or such later times and/or dates as may be agreed between the Company and Stockdale, being no later than 22 December 2017); and
· the Placing and the Acquisition becoming unconditional in all respects and not having been terminated in accordance with their terms.
If the conditions set out above are not satisfied or waived (where capable of waiver), the Placing will lapse and the Placing Shares will not be issued and all monies received from investors in respect of the Placing Shares will be returned to them (at the investors’ risk and without interest) as soon as possible thereafter.
Capitalised terms used in this announcement but not defined herein shall have the meaning set out in the Definitions section of the announcement issued by the Company at 7.00 a.m. this morning.
