Warpaint London Ward & Hagon contract renewal

Warpaint London

Warpaint London plc (LON:W7L), the specialist supplier of colour cosmetics and owner of the W7 and Technic brands, has announced that it has yesterday renewed its contract with Ward & Hagon Management Consulting LLP for a period of 24 months, effective 1 January 2022.

The Company originally appointed Ward & Hagon, a provider of practical business solutions, in February 2020 to assist it in implementing its strategic growth plan, and the Contract was renewed on  19 February 2021 for a period of 12 months.  During 2021 Ward & Hagon has successfully assisted the Group in developing and implementing its strategic plan by gaining listings for products and widening distribution in the UK.  In addition in 2021, Ward & Hagon assisted with plans for growth in the USA, China and in digital marketing.

The Contract has a total value over 24 months of £380,000 (which will be satisfied from the Group’s operating cash flows) and includes the services of Paul Hagon, an executive director of the Company and Martyn Ward, together with other members of the Ward & Hagon team.  In addition, Ward & Hagon will be paid a commission of 3% on all sales generated from their introductions in the 12 month period from the point of first sale, and 4% on all sales generated from their introductions in the 12 month period thereafter.  Ward & Hagon will also receive a commission of 3% on all Tesco sales from 17 February 2022 for 24 months.

In recognition of the success of the arrangements to date, and to incentivise Ward & Hagon and align them with the long term interest of shareholders, they have also been granted options to subscribe for 200,000 ordinary shares of 25p in the Company at an exercise price of 127.5 pence per share (the “Option”), being the closing mid-market price on 1 March 2022 (the last practicable date prior to this announcement).  The Option is exercisable between three and ten years from the date of grant.

The Warpaint London board is of the view that the services provided under the Contract and the Option, represent value to shareholders through assisting the Company to achieve is near term objectives.  Accordingly, Ward & Hagon will continue to focus on helping the Group to access new retail channels both in the UK and overseas.

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Related Party Transaction

Paul Hagon, an executive director of Warpaint, is a member of Ward & Hagon.  Accordingly the renewal of the Contract and the grant of the Option is classified as a related party transaction pursuant to the AIM Rules for Companies.  The independent directors of the Company (being all executive and non-executive directors except Mr Hagon), having consulted with Singer Capital Markets, the Company’s Nominated Adviser, consider that the terms of the Contract renewal and the grant of the Option are fair and reasonable insofar as the Company’s shareholders are concerned.

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