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--
|
Silverwood
Brands plc
Andrew Gerrie
Paul Hodgins
|
info@silverwoodbrands.com
|
|
Peterhouse
Capital Limited (Aquis Corporate
Adviser)
Mark Anwyl
Narisha Ragoonanthun
Brefo Gyasi
|
+44 (0)20 7469
0930
|
|
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them.
|
|
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
|
|
a)
|
Name
|
Andrew Gerrie
|
|
|
2
|
Reason for the
notification
|
|
|
a)
|
Position/status
|
Chief Executive Officer
|
|
|
b)
|
Initial notification
/Amendment
|
Initial
|
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
|
a)
|
Name
|
Silverwood Brands plc
|
|
|
b)
|
LEI
|
213800MOKU1KYZUFYZ40
|
|
|
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
|
|
|
a)
|
Description of the financial
instrument, type of instrument
Identification code
|
Ordinary Shares of 10p each
ISIN: GB00BNRRGD95
|
|
|
b)
|
Nature of the transaction
|
Return of Ordinary Shares to Andrew
Gerrie
|
|
|
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.
|
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
n/a - single transaction
|
|
|
e)
|
Date of the transaction
|
9 February 2024
|
|
|
f)
|
Place of the transaction
|
Off market Transfer
|
|
|
|
|
|
| |
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).