Proposed Buyback, Tender Offer and De-Listing

23 August 2019

STILO INTERNATIONAL PLC
(the “Company”)

The Company today announces that a circular (the “Circular”) will be sent to Shareholders later today detailing the following proposals: 

• the proposed cancellation of the admission to trading of the Ordinary Shares on AIM (the “De-Listing”);
• the proposed buyback of 15,265,359 Ordinary Shares in aggregate from Brewin Nominees Limited, BDS Nominees Limited and Giltspur Nominees Limited at 1 pence per Ordinary Share;
• a tender offer, closing at 1.00 pm on 13 September 2019, for up to 14,734,641 Ordinary Shares representing approximately 14.93 per cent of the Ordinary Shares in issue following the buyback of Ordinary Shares from Brewin Nominees Limited, BDS Nominees Limited and Giltspur Nominees Limited at 1 pence per Ordinary Share (the “Tender Offer”); 
• the proposed re-registration of the Company as a private limited company (the “Re-registration”); and 
• the replacement of the Current Articles with the New Articles.

The Circular sets out the terms of the Buyback, the Tender Offer and incorporates a notice of a General Meeting to be held on 30 September 2019 at which resolutions to approve the Proposals will be proposed.

Buyback

Holding 13.40 per cent of the voting rights, Brewin Nominees, BDS Nominees and Giltspur Nominees have agreed to support the Company’s De-Listing on the basis that the Company will buy back the Brewin Nominees Shares at the Tender Offer Price.

Under the Brewin Nominees Purchase Contracts, the Company has conditionally agreed to purchase the Brewin Nominees Shares at 1 pence per Ordinary Share. The Company’s purchase of the Brewin Nominees Shares pursuant to the Brewin Nominees Purchase Contracts is, inter alia, conditional on the Brewin Nominees Purchase Contracts being authorised by a shareholders’ resolution (Resolution 1), at which Brewin Nominees, BDS Nominees and Giltspur Nominees will not vote their shares.

Tender Offer

The Board recognises that not all Ordinary Shareholders will be able or willing to continue to own Ordinary Shares following the De-Listing.  Subject to the Tender Conditions being satisfied, Qualifying Shareholders will therefore have the opportunity to tender all or some of their Ordinary Shares at the Record Date pursuant to the Tender Offer.

Under the Tender Offer, the Company will purchase up to 14,734,641 Ordinary Shares (representing approximately 14.93 per cent of the Ordinary Shares in issue following the buyback of the Brewin Nominees Shares) from Qualifying Shareholders at 1 pence per share. The Tender Offer Price represents:

• a discount of approximately 31 per cent. over the closing mid-market price of an Ordinary Share on 22 August 2019, being the last dealing day before the date of this announcement; and  
• a discount of approximately 23 per cent. over the 30 day volume weighted average share price of an Ordinary Share on 22 August 2019, being the last dealing day before the date of this announcement.

De-Listing

Pursuant to Rule 41 of the AIM Rules, the Directors have notified the London Stock Exchange of the intention to cancel the admission of Ordinary Shares to trading on AIM, subject to Shareholder approval. Under the AIM Rules, it is a requirement that the De-Listing is approved by the requisite majority of Shareholder voting (being not less than 75. per cent of the votes cast).

Subject to the resolutions approving the De-Listing and the Re-registration being passed, it is anticipated that the De-Listing will become effective on 8 October 2019 and the Re-registration will take effect on 29 October 2019.

Further details of the proposals are set out below.

EXPECTED TIMETABLE

 If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through a Regulatory Information Service.

All times are references to London time.

All events in the above timetable following the GM are conditional, inter alia, upon the approval of the Resolutions.

The De-Listing requires the approval of not less than 75 per cent. of the votes cast by Shareholders at the General Meeting.

Capitalised terms in this announcement (unless otherwise defined) have the same meanings as set out in the Circular.

Read the full Proposed Buyback, Tender Offer and De-Listing News Posting

Download the General Meeting Circular 23 August 2019