W7L Warpaint London Plc

The following amendment has been made to the Publication of Scheme Effective announcement released on 12 February 2025 at 14:30 under RNS No 8965W.

Two erroneous omissions remained unfilled and have now been replaced.

All other details remain unchanged.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

12 FEBRUARY 2025

RECOMMENDED ACQUISITION

of

BRAND ARCHITEKTS GROUP PLC ("BRAND ARCHITEKTS")

by

WARPAINT LONDON PLC ("WARPAINT")

(to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006)

Scheme Effective

On 5 December 2024, the boards of Brand Architekts and Warpaint announced that they had reached agreement on the terms and conditions of a recommended offer by Warpaint to acquire the entire issued and to be issued ordinary share capital of Brand Architekts (the "Acquisition"). The Acquisition is being implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

A circular in relation to the Acquisition was published by Brand Architekts on 19 December 2024 (the "Scheme Document"). Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Scheme Document and all references to times in this announcement are to London time unless otherwise stated.

On 10 February 2025, Brand Architekts announced that the High Court of Justice in England and Wales had issued the Court Order sanctioning the Scheme.

Brand Architekts and Warpaint are pleased to announce that, following delivery of a copy of the Court Order to the Registrar of Companies today, the Scheme has now become Effective in accordance with its terms.

Settlement of consideration

As set out in the Scheme Document published by Brand Architekts on 19 December 2024, a Scheme Shareholder on the register of members of Brand Architekts at the Scheme Record Time, being 6.00 p.m. on 11 February 2025, is entitled to receive for each Brand Architekts Share either (1) 48 pence in cash; or (2) provided the Scheme Shareholder has made a valid Alternative Share Offer Election, whether by returning a Form of Election or making an Electronic Election through CREST, by no later than the Election Return Deadline in respect of their entire holding of Brand Architekts Shares, 0.0916 Warpaint Shares.

Settlement of the Cash Consideration to which any Scheme Shareholder is entitled will be effected by the despatch of cheques (for Brand Architekts Shareholders holding Scheme Shares in certificated form) or the crediting of CREST accounts (for Brand Architekts Shareholders holding Scheme Shares in uncertificated form). The latest date for despatch of cheques and settlement of the Cash Consideration in relation to the Acquisition through CREST is 26 February 2025.

For Brand Architekts Shareholders holding Scheme Shares in certificated form, settlement of New Warpaint Shares to which any Scheme Shareholder is entitled will be effected by the despatch of share certificates in respect of New Warpaint Shares. The latest date for despatch of share certificates in respect of the New Warpaint Shares is 26 February 2025.

For Brand Architekts Shareholders holding Scheme Shares in uncertificated form, settlement of New Warpaint Shares to which any Scheme Shareholder is entitled will be effected by the crediting of CREST accounts. New Warpaint Shares are expected to be settled through CREST at 8.00 a.m. on 13 February 2025.

Suspension and cancellation of listing and trading

The admission to trading of the Brand Architekts Shares on AIM was suspended with effect from 7.30 a.m. today and it is expected that the admission to trading of the Brand Architekts Shares on AIM will be cancelled with effect from 7.00 a.m. on 13 February 2025.

Alternative Share Offer Elections

In relation to the Alternative Share Offer, valid Alternative Share Offer Elections were received in respect of 1,129,062 Brand Architekts Shares and accordingly Warpaint will make an application to the London Stock Exchange for the admission of 103,422 New Warpaint Shares to trading on AIM ("Admission"). Admission is expected to take place at 8.00 a.m. on 13 February 2025.

Resignation of directors

As the Scheme has now become Effective, Brand Architekts duly announces that, as of today's date, non-executive directors Roger McDowell, Christopher How and Amy Nelson Bennett have tendered their resignations and have stepped down from the Brand Architekts Board. Samuel Bazini, Eoin Macleod and Neil Rodol have been appointed as directors of the Company with effect from today.

If any of the expected times and/or dates above change, the revised times and/or dates will be notified to Brand Architekts Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on Warpaint's website at https://www.warpaintlondonplc.com/investors/brand-architekts-group-plc and Brand Architekts' website at  https://www.brandarchitektsplc.com/offer-for-brandarchitekts. 

Enquiries

Addleshaw Goddard LLP is acting as legal adviser to Brand Architekts in relation to the Acquisition.

Fladgate LLP is acting as legal adviser to Warpaint in relation to the Acquisition.

Important notices

Singer Capital Markets Advisory LLP ("Singer Capital Markets"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser and nominated adviser exclusively to Brand Architekts and no-one else in connection with the matters described in this announcement and will not be responsible to anyone other than Brand Architekts for providing the protections afforded to clients of Singer Capital Markets nor for providing advice in connection with the subject matter of this announcement. Neither Singer Capital Markets nor any of its affiliates (nor any of their respective directors, partners, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Singer Capital Markets in connection with this announcement, any statement contained herein, the Takeover Offer or otherwise. No representation or warranty, express or implied, is made by Singer Capital Markets as to the contents of this announcement.

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited (either individually or collectively "Shore Capital"), which are authorised and regulated by the Financial Conduct Authority in the United Kingdom, are acting as Financial Adviser, Nominated Adviser and Sole Broker exclusively for Warpaint and no one else in connection with the matters set out to in this announcement and will not regard any other person as their client in relation to such matters and will not be responsible to anyone other than Warpaint for providing the protections afforded to clients of Shore Capital nor for providing advice in relation to the contents of, or any matter referred to in, this announcement or any transaction or arrangement referred to herein. Neither Shore Capital and Corporate Limited nor Shore Capital Stockbrokers Limited, nor any of their subsidiaries or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Shore Capital in connection with this announcement, any statement contained herein, any transaction or arrangement referred to herein, or otherwise.