LONDON - Warpaint London PLC (LON:W7L) is poised to acquire Brand Architekts Group PLC (LON:BAR), following approval from shareholders at both the Court Meeting and General Meeting held today. The acquisition, announced on December 5, 2024, is to be executed through a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.
Shareholders of Brand Architekts voted overwhelmingly in favor of the acquisition, with 98.75% of Scheme Shares voted in support at the Court Meeting. Additionally, at the General Meeting, Brand Architekts shareholders passed a resolution approving the scheme's implementation, amendments to the company's articles of association, and its re-registration as a private limited company.
The total number of voting rights in Brand Architekts at the Voting Record Time was 27,943,180, with no shares held in treasury. The detailed voting results have been made available on the websites of both Warpaint and Brand Architekts.
This approval satisfies conditions 2.1 and 2.2 of the Scheme Document, with the acquisition remaining subject to further conditions, including the court's sanction at the Sanction Hearing scheduled for February 10, 2025. If all conditions are met, the acquisition is expected to become effective on or around February 12, 2025.
The timetable for the implementation of the Scheme includes the Sanction Hearing, deadlines for election withdrawal, and election returns, with the last day of dealings in Brand Architekts Shares set for the close of business on February 11, 2025. The shares are expected to be suspended from trading on February 12, 2025, with the cancellation of their admission to trading on AIM scheduled for February 13, 2025.
The acquisition is subject to the satisfaction or waiver of other conditions outlined in the Scheme Document, and the companies anticipate completing the acquisition on the expected timeline unless otherwise notified through a Regulatory Information Service.
This news is based on a press release statement, and the full terms and conditions of the acquisition are detailed in the Scheme Document available on both Warpaint and Brand Architekts' websites.
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