Notice of AGM and Posting of Annual Report

Warpaint London PLC

22 May 2026

 

22 May 2026

Warpaint London PLC

("Warpaint" or the "Company")

Notice of AGM and Posting of Annual Report

Proposed waivers of Rule 9 of the City Code on Takeovers and Mergers

Warpaint London PLC (AIM: W7L), the specialist supplier of high quality colour cosmetics and personal care brands at an affordable price, announces that its annual report for the year ended 31 December 2025 ("Annual Report"), together with a circular containing the notice of the 2026 Annual General Meeting ("AGM") and also details of proposed waivers of Rule 9 of the City Code on Takeovers and Mergers (the "Takeover Code") (the "Circular"), is today being posted to shareholders.

The Company's AGM will be held at Units B&C Orbital Forty Six, The Ridgeway Trading Estate, Iver, Bucks, SL0 9HW on 16 June 2026 at 10.00 a.m. BST.

Copies of the Annual Report and the the Circular will shortly be available on the Company's website: https://www.warpaintlondonplc.com

Summary of AGM Business

In addition to the ordinary business to be conducted at the AGM, shareholders will be asked to consider resolutions relating to the approval of waivers granted by the Panel on Takeovers and Mergers (the "Panel") in relation to Rule 9 of the Takeover Code.

The Concert Party

The Panel has previously determined that Samuel Bazini, Eoin Macleod and Neil Rodol, given their long-standing business interests and relationships, together with their close relatives, are considered to be acting in concert with each other for the purposes of the Takeover Code (the "Concert Party"). The Concert Party currently holds, in aggregate, 32,094,375 ordinary shares of 25 pence each ("Ordinary Shares") representing an aggregate interest of approximately 39.73 per cent. of the Company's issued share capital of 80,787,321 Ordinary Shares as at 21 May 2026, being the latest practicable date prior to publication of the Circular.

Rule 9 Waivers

As described above, the Company is seeking to renew its authority to purchase up to 10 per cent. of its issued share capital (the "Proposed Buyback"). Additionally, the Company intends to grant 137,735 new options under its enterprise management incentive scheme rules to Neil Rodol ("New Concert Party Options").

Assuming full utilisation of the Proposed Buyback authority and full exercise of the New Concert Party Options referred to above, and assuming no other changes to the issued share capital of the Company, the Concert Party's aggregate interest could increase to approximately 44.25 per cent. of the Company's voting rights, which would otherwise trigger an obligation for the Concert Party to make an offer, in cash, for the entire issued and to be issued share capital of the Company under Rule 9 of the Takeover Code.  Accordingly, the Company is seeking the approval of its independent shareholders for a waiver from this obligation both in respect to the Proposed Buyback and the issue and exercise of the New Concert Party Options ("Waiver Resolutions").

The Panel has agreed to waive the obligation to make an offer that would otherwise arise under Rule 9 of the Takeover Code as a result of the Proposed Buyback and/or exercise of the New Concert Party Options, subject to the approval of the independent shareholders of the Wavier Resolutions. The Waiver Resolutions are being proposed at the AGM and will be taken on a poll. In accordance with the requirements of the Takeover Code, the Concert Party will not be entitled to vote on the Waiver Resolutions.

Certain extracts from the Circular containing further information on the Waiver Resolutions are set out at the end of this announcement.

Enquiries:

Warpaint Sam Bazini - Chief Executive Officer Eoin Macleod - Managing Director Neil Rodol - Chief Financial Officer	c/o IFC
Shore Capital (Nominated Adviser & Joint Broker) Patrick Castle, Daniel Bush, Lucy Bowden - Corporate Advisory Fiona Conroy - Corporate Broking	020 7408 4090
Berenberg (Joint Broker) Clayton Bush, Alix Mecklenburg-Solodkoff, Alex Wright	020 3207 7800
IFC Advisory (Financial PR & IR) Tim Metcalfe, Graham Herring, Florence Staton	020 3934 6632

Warpaint London PLC

Warpaint is a specialist supplier of high quality colour cosmetics and personal care brands at an affordable price, sold under the W7, Technic, Skin & Tan, Super Facialist, Dirty Works and Fish Soho brands. Its brands are sold primarily to major retailers, retail chains and supermarkets, with a growing direct online business. Additionally, in February 2026, Warpaint acquired the Barry M colour cosmetic brand.

Circular extracts

Certain extracts from the Circular are set out below. Defined terms in the extracts below have the meaning ascribed to them in the Circular.

Takeover Code

The Takeover Code applies to the Company. Under Rule 9 of the Takeover Code, any person who acquires an interest in shares which, taken together with shares in which that person or any person acting in concert with that person is interested, carry 30% or more of the voting rights of a company which is subject to the Takeover Code is normally required to make an offer to all the remaining shareholders to acquire their shares.

Similarly, when any person, together with persons acting in concert with that person, is interested in shares which in the aggregate carry not less than 30% of the voting rights of such a company but does not hold shares carrying more than 50% of the voting rights of the company, an offer will normally be required if such person or any person acting in concert with that person acquires a further interest in shares which increases the percentage of shares carrying voting rights in which that person is interested.

Further, under Rule 37.1 of the Takeover Code, when a company redeems or purchases its own shares, any resulting increase in the percentage of voting rights carried by the shares in which a person, or group of persons acting in concert, is interested will be treated as an acquisition of interests in shares carrying voting rights for the purpose of Rule 9.1.

An offer under Rule 9 must be made in cash at the highest price paid by the person required to make the offer, or any person acting in concert with such person, for any interest in shares of the company during the 12 months prior to the announcement of the offer.

The Concert Party

On the basis that the issued share capital of the Company is 80,787,321 Ordinary Shares (being the issued share capital of the Company as at the Latest Practicable Date) and assuming that (i) the Share Buyback Resolution and the Waiver Resolutions are passed at the Annual General Meeting, (ii) full use is made by the Company of the Share Buyback Authority, (iii) full exercise is made of the New Concert Party Options and there is no exercise of any other Options, (iv) there are no issues of Ordinary Shares for any other reason and (v) the Concert Party does not dispose of any of its Ordinary Shares pursuant to the Company's exercise of the Share Buyback Authority, the total number of Ordinary Shares which would then be in issue would be 72,846,324 and the Concert Party's maximum interest in Ordinary Shares would increase to 44.25 per cent. of the voting share capital of the Company.

The table below sets out (i) the current interests of the Concert Party and their close relatives in the issued share capital of the Company, and (ii) the potential increase in the interests of the Concert Party and their close relatives in the issued share capital of the Company following full implementation of the Share Buyback Authority and exercise of the Concert Party Options:

	Current shareholdings					Shareholdings following full implementation of the Share Buyback Authority and exercise in full of the New Concert Party Options
Name of ultimate beneficial owner	No. of Ordinary Shares held	Percentage of the total voting rights of the Company (%)		No. of Concert Party Options held	No. of New Concert Party Options held	No. of Ordinary Shares held	Percentage of the total voting rights of the Company (%)	No. of Concert Party Options held	No. of New Concert Party Options held
Samuel Bazini	15,994,2271	19.8	0		0	15,994,2271	22.0	0	0
Eoin Macleod	15,994,2272	19.8	0		0	15,994,2272	22.0	0	0
Neil Rodol	105,921	0.1	240,000		137,735	243,656	0.3	240,000	0
Total	32,094,375	39.7	240,000		137,735	32,232,110	44.3	240,000	0

¹ Includes 4,250,000 Ordinary Shares held by Sara Bazini, the wife of Samuel Bazini.

² Includes 4,250,000 Ordinary Shares held by Laura Macleod, the wife of Eoin Macleod.

The individual members of the Concert Party have each confirmed to the Company that they are not proposing to seek any change in the general nature of the Company's business. Each member of the Concert Party has further confirmed that he or she has no intention to change the Company's plans with respect to: (i) the composition of the Board, nor the Company's plans with respect to the continued employment of employees and management of the Company and its subsidiaries (including any material change in conditions of employment) or any material change to the balance of skills and functions of the employees and management; (ii) the Company's future business and its strategic, research and development plans; (iii) the location of the Company's headquarters or headquarter functions or the location of the Company's place of business; (iv) employer contributions into any of the Company's pension schemes, the accrual of benefits for existing members, nor the admission of new members; (v) redeployment of the Company's fixed assets; or (vi) the continuation of the Ordinary Shares being admitted to trading on AIM.

If the Share Buyback Resolution and the Waiver Resolutions are approved, the maximum number of Ordinary Shares are bought back by the Company pursuant to the Share Buyback Authority and the New Concert Party Options are exercised in full (assuming no member of the Concert Party participates in the Share Buyback and no further Ordinary Shares are issued by the Company or any other Options exercised in the meantime), then the Concert Party would, in aggregate, be interested in 32,232,110 Ordinary Shares in issue, representing 44.25 per cent. of the voting rights of the Company.

If the scenario above occurs, the members of the Concert Party will increase their aggregate interest in Ordinary Shares carrying more than 30% of the voting rights of the Company but will not hold Ordinary Shares carrying more than 50% of the voting rights of the Company. For so long as they continue to be acting in concert, any increase in their aggregate interest in shares in the Company will be subject to the provisions of Rule 9.

The exercise by the members of the Concert Party of the New Concert Party Options and the purchase by the Company of its own Ordinary Shares pursuant to the Share Buyback Authority described above would normally trigger an obligation for an offer to be made under Rule 9. However, the Panel has agreed to waive this obligation such that there will be no requirement for an offer to be made in respect of the exercise of the New Concert Party Options or the purchase by the Company of its own Ordinary Shares pursuant to the Share Buyback Authority.

Whilst the obligations under Rule 9 of the Takeover Code would be waived in relation to any exercise of the Share Buyback Authority and the exercise of the New Concert Party Options if the Waiver Resolutions are passed, any other future share buybacks or exercise of new options in the Company by the Concert Party after the expiry of the Panel Waivers or purchases of any interest in shares in the Company by any member of the Concert Party would remain subject to Rule 9 and the other provisions of the Takeover Code. Additionally, each separate member of the Concert Party will not be able to increase their percentage interest of Ordinary Shares over 30% of the issued share capital of the Company without consulting the Takeover Panel or making an offer to all of the remaining Shareholders to acquire their shares. Whether or not the Waiver Resolutions are passed by the Independent Shareholders, members of the Concert Party will not be restricted from making an offer for the Company.

Recommendation

The Directors consider resolutions 1 to 20 contained in the notice of AGM to be in the best interests of the Company and the Shareholders as a whole, save that Samuel Bazini, Eoin Macleod and Neil Rodol make no recommendation with regard to the Waiver Resolutions as, in accordance with the provisions of the Takeover Code, they are considered to be interested in the outcome of the Waiver Resolutions.

Accordingly, the Directors unanimously recommend that the Shareholders vote in favour of resolutions 1 to 18 (inclusive) to be proposed at the Annual General Meeting, as they intend to do in respect of their own personal beneficial holdings of Ordinary Shares, amounting to in aggregate 32,313,066 Ordinary Shares (representing approximately 40 per cent. of the current issued share capital of the Company).

The Independent Directors, who have been so advised by Shore Capital, consider the waiver of the obligation that may arise for the Concert Party to make an offer under Rule 9 of the Takeover Code in relation to the Share Buyback Authority (under resolution 19) and the issue of Ordinary Shares in relation to the Options Waiver Resolution (under resolution 20) to be fair and reasonable and in the best interests of the Company and its Independent Shareholders as a whole. In providing its advice to the Independent Directors, Shore Capital has taken into account the Independent Directors' commercial assessments.

Accordingly, the Independent Directors unanimously recommend that the Independent Shareholders vote in favour of the Waiver Resolutions (resolutions 19 and 20) to be proposed at the Annual General Meeting, as they intend to do in respect of their own personal beneficial holdings of Ordinary Shares, amounting to in aggregate 218,691 Ordinary Shares (representing approximately 0.27 per cent. of the current issued share capital of the Company) including the beneficial holdings of Ordinary Shares of their close relatives but excluding the beneficial holdings of Ordinary Shares of the Concert Party.

 

END