Warpaint London PLC Acquisition of Retra Holdings Limited

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Warpaint London PLC (LON:W7L), the specialist supplier of colour cosmetics and owner of the W7 brand, has today announced the proposed acquisition of Retra Holdings Limited (“Retra”) and a placing (“Placing”) of up to 11,157,894 new ordinary shares at a price of 190p per ordinary share of 25p each (“Ordinary Share”) by way of an accelerated bookbuild to raise up to £21.2 million.

Highlights

· Agreement for the acquisition of Retra (the “Acquisition”) for a maximum consideration of £18.2 million to be satisfied from the proceeds of the Placing and the issue of 1,052,631 Consideration Shares to certain of the Vendors of Retra

· Retra is a UK colour cosmetics business with a significant focus on the gifting market (51% of sales in 2016) principally for high street retailers and supermarkets including Boots, Superdrug and Asda

· Retra owns three major brands: Technic, Body Collection and Man’s Stuff, in addition to white label cosmetics produced for several major high street retailers including Asda and Matalan

· Retra recorded profit before tax of £2.3 million on sales of £17.5 million in the year to 31 December 2016

· The Acquisition is expected to be immediately earnings enhancing before anticipated (but not quantified) synergies

· Placing of up to 11,157,894 new Ordinary Shares at 190p per Ordinary Share to be implemented by an accelerated bookbuild by Stockdale acting as bookrunner to raise up to £21.2 million

· The Placing and the Acquisition are subject to the passing of resolutions at a general meeting of the Company to authorise the Directors to allot and issue the Placing Shares and the Consideration Shares on a non-pre-emptive basis

· The Directors of Warpaint have indicated that they intend to participate in the Placing for a total of up to £670,000

· Early indications of interest from institutional investors have shown strong support for the Placing

· Over 94% of the Consideration Shares to be locked-in for 12 months

Commenting, Sam Bazini and Eoin Macleod, Joint Chief Executives of Warpaint London plc, said: “We are very pleased to announce the proposed acquisition of Retra. This acquisition will provide Warpaint with access to new customers and suppliers, increased numbers of product development personnel and additional exposure to the gifting market, an area of increasing focus for Warpaint.

“The Acquisition will help to accelerate Warpaint’s growth both domestically and internationally. We look forward to welcoming the Retra team into Warpaint and combining the businesses to derive new opportunities and synergies.

“Warpaint remains on track to meet management expectations this year and we look forward to the future with confidence.”