Schedule One - Creightons plc

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Creightons plc (the "Company" or "Creightons")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

1210 Lincoln Road

Werrington

Peterborough

Cambridgeshire

PE4 6ND

COUNTRY OF INCORPORATION:

United Kingdom (England and Wales)

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

https://www.creightonsplc.com/

On the Company's admission to AIM ("Admission"), the above website address will contain all information required by AIM Rule 26.

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Creightons is an award-winning British company, established in 1975. The Company focuses on the design, development and manufacture of products in the beauty and personal care industry, across a broad multi-product offering.

The Company is currently listed on the Equity Shares (Commercial Companies) category of the Official List of the Financial Conduct Authority and admitted to trading on the London Stock Exchange's main market for listed securities. The Company's main country of operation is the UK.

The Company's operations are broadly organised into three business streams: (i) private label; (ii) own brand; and (iii) contract manufacturing.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

70,035,383 ordinary shares of £0.01 each ("Ordinary Shares").

As at the date of this Schedule One announcement, the Company holds 1,600,000 Ordinary Shares in Treasury.

There are no restrictions as to the transferability of the Ordinary Shares.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

No capital is being raised in connection with Admission.

Based on a share price of 34 pence per Ordinary Share being the price as at close of business on the business day immediately prior to the date of this Schedule One announcement, the anticipated market capitalisation of the Company on Admission will be £23 million.

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

The anticipated proportion of Ordinary Shares not in public hands on Admission is approximately 27 per cent.

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

No application to any other Exchange or Trading Platform will be made.

THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)

No

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Paul Forster (Non-Executive Chairman) 

Philippa (Pippa) Beatrice Euphemia Clark (CEO) 

Martin Stevens (Deputy Group Managing Director) 

William (Bill) Torrance Glencross (Non-Executive Director) 

Nicholas (Nick) Desmond John O'Shea (Non-Executive Director) 

Brian Samuel Geary (Non-Executive Director) 

Paul Richard Watts (Independent Non-Executive Director)

Jemima Chloe Bird (Proposed Independent Non-Executive Director)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Shareholder interests are not anticipated to differ materially between before and after Admission.

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

N/A

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 March

(ii) N/A - Admission to AIM being sought via the Designated Markets Route, with Creightons currently being listed on the Equity Shares (Commercial Companies) category of the Official List.

(iii) 30 September 2025 (audited annual results for the year ending 31 March 2025)

31 December 2025 (unaudited interim results for the 6 months ending 30 September 2025)

30 September 2026 (audited annual results for the year ending 31 March 2026)

EXPECTED ADMISSION DATE:

31 March 2025

NAME AND ADDRESS OF NOMINATED ADVISER:

Zeus Capital Limited

125 Old Broad Street

London

EC2N 1AR

NAME AND ADDRESS OF BROKER:

Zeus Capital Limited

125 Old Broad Street

London

EC2N 1AR

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

N/A - applicant is a quoted applicant

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

Quoted Companies Alliance Corporate Governance Code

DATE OF NOTIFICATION:

28 February 2025

NEW/ UPDATE:

New

QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:

THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE BEEN TRADED:

The Company is currently listed on the Equity Shares (Commercial Companies) category of the Official List of the Financial Conduct Authority and admitted to trading on the London Stock Exchange's Main Market for listed securities.

THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:

30 August 1994

CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY BREACH:

The Company confirms, following due and careful enquiry, that it has adhered to all legal and regulatory requirements applicable to companies whose securities are admitted to listing on the Financial Conduct Authority's Official List and to trading on the London Stock Exchange's Main Market for listed securities.

AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:

https://www.creightonsplc.com/investors

DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:

Creightons' strategy is to build a core foundation for a higher growth, sustainable business. This will be achieved as follows:

· Building brands focusing on core skills in skin care, haircare, and bath and body, utilising extensive R&D and product development expertise;

· Expanding the private label business and contract manufacturing for third-party brands owners by focusing on customers and product categories that utilise market knowledge, technical strengths in product development and flexible manufacturing capabilities;

· Developing the team and people such that all employees can develop their skills to fulfil their ambitions, and to enable them to contribute to achieving the Group's target of delivering sustainable growth;

· Maintaining a core, stable foundation by continuously review operating procedures and costs in line with revenue activity;

· Focusing on R&D to develop cutting edge products based on consumer needs; and

· Investing in manufacturing and capabilities to increase capacity and flexibility.

A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:

Save as disclosed in: (i) the interim results for the financial period ended 30 September 2024 issued on 28 November 2024; (ii) the Delisting and Notice of General Meeting circular issued on 6 February 2025; and (iii) this Schedule One Announcement, there has been no significant change in the financial or trading position of the Company since 31 March 2024, being the end of the last financial period for which audited financial statements have been published.

A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:

The Directors have no reason to believe that the working capital available to the Company or the Group will be insufficient for at least 12 months from the date of its admission to AIM.

DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:

Not applicable

A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:

Settlement will continue to be through the Euroclear System for dealings in Ordinary Shares held in uncertificated form. Ordinary Shares can also be dealt with in certificated form.

A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:

https://www.creightonsplc.com/investors

INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC:

Information is contained within the Appendix to this Schedule One announcement, available on the Company's website at https://www.creightonsplc.com/investors

A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE 19:

https://www.creightonsplc.com/investors/reports-and-accounts

THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:

As at the date of this Schedule One announcement, the Company holds 1,600,000 Ordinary Shares in Treasury.