Update on Emma Hardie, Trading in own shares & TVR
27 September 2022
CREIGHTONS plc ("Creightons" or the "Company")
Update on acquisition of Emma Hardie Limited
Trading in own shares and TVR
Creightons plc (LSE: CRL), manufacturers of personal care, beauty, and fragrance products, announces that further to the sale and purchase agreement ("SPA") relating to the acquisition of the entire share capital of Emma Hardie Limited as announced on 28 July 2021, the Company's subsidiary Potter and Moore Limited (P&M") has now made the final payment due to be made under the SPA to the sellers, and the Company and P&M has also entered into a settlement and share buyback agreement (the "Agreement") with the sellers in respect of certain matters related to the acquisition.
Final Payments to the Sellers under the SPA
The consideration for the transaction was approximately £6.36 million, comprising £5 million in cash and the issue of 1,600,000 ordinary shares of 1p each in the Company at the volume weighted average middle market CRL quoted price for the preceding 5 Business Days of 84.78p per share ("Consideration Shares"). Under the SPA, if on the date of twelve months from completion the volume weighted average middle market quoted price of an Ordinary Share for the last 5 Business days prior to that date (as derived from the Daily Official List of London Stock Exchange Plc) were to be less than £1.25, then an additional amount would be payable to the sellers in cash equal to such difference in price multiplied by the number of Consideration Shares issued. Having calculated the amounts due in accordance with the provisions of the SPA, the Company and each of the two sellers have now agreed the due amounts to be 666,832 per seller, being a total due amount of £1,333,664. P&M has made this payment to those sellers on 26 September 2022.
The additional payments due under the SPA comprising the adjustment payment and the deferred payment amounting in aggregate to £90,336 have also now been made to the sellers and no further amount is due to be paid by the Company or by P&M under the SPA.
Separate Share Buy Back of the Consideration Shares
Separately, it has been agreed with the two sellers that the Company buy back 800,000 Consideration Shares from each of them for a consideration of £288,000, being an aggregate consideration of£576,000 (together the "Buyback"). The consideration is based on the price of 36p per ordinary share being the on-market price at the time of the transaction. The Buyback took place on 26 September 2022.
The Company intends the total of 1,600,000 re-purchased shares to be held as treasury shares.
Accordingly, following the Buyback the Company's issued share capital now consists of 68,417,983 ordinary shares with voting rights (excluding treasury shares), with 1,600,000 ordinary shares held in treasury.
The above figure of 68,417,983 may be used by shareholders (and others with notification obligations) as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
Mr Bernard Johnson Managing Director of the Company commented:
'We are pleased to announce the finalisation of the consideration for the acquisition of Emma Hardie Limited including the share buyback. Emma Hardie represents our first premium skincare brand and we remain confident that it will deliver significant return to shareholders in the years ahead.'
This announcement contains inside information as stipulated under the UK version of the Market Abuse Regulation No 596/2014 which is part of English law by virtue of the European (Withdrawal) Act 2018, as amended. On publication of this announcement via a regulatory information service, this information is considered to be in the public domain.
Enquiries - Analysts and Investors:
Nicholas O'Shea, Director, Creightons Plc 01733 281000
Roland Cornish / Felicity Geidt, Beaumont Cornish Limited 0207 628 3396
Press Nigel Szembel, Anagallis Communications Limited 07802 362088
nigelszembel@anagallis.co.uk
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