VSA Capital Group - Notice of potential legal claim

DATE: 29 November 2023

VSA Capital Group plc

("VSA", the "Company" or together with its subsidiaries the "Group")

Notice of potential legal claim

As previously announced, VSA Capital Limited ("VSA") acted as financial advisers on the sale by Andrew Gerrie and Alison Hawksley ("the Lush Vendors") of a 19.8% stake in Lush Cosmetics Limited and Lush Cosmetic Warriors Limited (collectively known as "Lush") to Silverwood Brands plc ("Silverwood") for £216,802,000 which was satisfied via the issue and allotment of 228,212,632 new ordinary shares ("Consideration Shares") to the Lush Vendors at the price of 95p per share ("the Lush Transaction").  The Lush Transaction was announced by Silverwood on 12 December 2022 and completed on 15 December 2022 when the Consideration Shares were admitted to trading on the Aquis Growth Market, which was stated as "being the final condition to be satisfied for completion of the Lush SPA".  In addition, the announcement stated that "pending the registration of Silverwood or its nominee as a shareholder of LCL and CWL, the Lush Vendors have granted to Silverwood full contractual powers to direct, and to give binding instructions to them in respect of, and to control, the exercise and/or non-exercise of any and all rights, powers and privileges attaching to the Lush Sale Shares including voting, participation and attendance at shareholder meetings."

As consideration for its advisory services, VSA received from the Lush Vendors commission of 1% of the Consideration Shares amounting to 2,282,126 ordinary shares in Silverwood ("the Silverwood Shares").

VSA recognised its shareholding in Silverwood in its audited balance sheet at the year ended 31 March 2023.  Silverwood recognised its shareholding of the Lush stake in its audited balance sheet at the same date.

VSA has received a letter from lawyers representing the Lush Vendors requesting VSA's co-operation in the Lush Vendors achieving, with the approval of Silverwood, what has been described as an "unwind transaction" which is intended to achieve the return of the entirety of the Consideration Shares (including the Silverwood Shares).   The Lush Vendors threaten legal action (the "Claim") against VSA in the absence of VSA's agreement to co-operate in the 'unwind transaction'. In either event, the Lush Vendors are seeking, in effect, a return of the commission paid to VSA on the completion of the Lush Transaction despite Silverwood announcing that the transaction had indeed completed. 

Andrew Monk, CEO of VSA Capital commented:

"Legal advice has been sought. VSA and the directors believe that the Claim has no merit but will engage with the pre-action protocol that governs the dispute. Should the Lush Vendors issue court proceedings VSA will defend them vigorously.

VSA notes that the Lush Vendors and Silverwood are currently in High Court proceedings with Lush. VSA also notes that trading in Silverwood shares is currently suspended due to Silverwood having failed to produce their interim accounts".

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