Knowlton Development Corporation signed a conditional agreement to acquire Manufacturing business and Associated Assets from Swallowfield plc (AIM:SWL) for £35 million on July 13, 2019. Under the transaction, the company will sell 13.3% investment in Shanghai Color Cosmetic Technology Co as part of sale of manufacturing business. The consideration is subject to adjustment for the amount of working capital of the Manufacturing business at the date of completion. The entire manufacturing business and associated assets will be wholly owned by Knowlton Development and operate as KDC/ONE Swallowfield. Following the completion of the transaction, Swallowfield plc will change its name to Brand Architekts Group plc. Matthew Gazzard, Swallowfield's Finance Director, and Jane Fletcher, Swallowfield's Sales and Marketing Director will join Knowlton Development. The transaction is subject to approval of Shareholders at a general meeting of Swallowfield, conditional upon the completion of the pre-sale reorganisation pursuant to the APA. As of July 31, 2019 the transaction is approved by target shareholders. The Independent Directors consider that it is in the best interests of Swallowfield the and shareholders as a whole to proceed with the transaction and recommend that shareholders vote in favour of it. Following completion of the transaction the Swallowfield's strategy will be entirely focused on growing its Owned Brands business both organically and through targeted selective acquisitions. The transaction is expected to be completed by August 23, 2019. The Board intends that funds from the sale should be retained by the Swallowfield to fund investment to drive organic growth and to pursue future earnings accretive acquisition opportunities. KPMG acted as financial advisor and Michael Francies, Christopher Machera, Andrew Colao, Oliver Walker, Mark Schwed, Anthea Bamford, Annemargaret Connolly, Ivor Gwilliams of Weil, Gotshal & Manges acted as legal advisor for Knowlton Development Corporation. Baylor Klein acted as financial advisor and Louise Workman, Emma Clayton, Angus Bauer, Andrew MacMillan-Scott, Amelia Newman, Jonathan Hyde, Su Apps, Jack Baumgardt, Charlotte Smith and Stuart Fleet of Ashfords LLP acted as legal advisors for Swallowfield plc. Shaun Dobson and Jen Boorer of Nplus1 Singer Advisory LLP acted as financial advisors for Swallowfield plc. Josh Royston, Hilary Buchanan, Sam Modlin of Alma PR advised Swallowfield plc.

Knowlton Development Corporation completed the acquisition of Manufacturing business and Associated Assets from Swallowfield plc (AIM:SWL) on August 27, 2019. Accordingly, the ComSwallowfield plc pany will commence trading on August 28, 2019 under its new name, Brand Architekts Group plc and a new ticker, BAR. The new website will be available with effect from 28 August 2019 at www.brandarchitektsplc.com. Swallowfield plc's head office and registered office will also be moved to 8 Waldegrave Road, Teddington TW11 8GT with effect from 28 August 2019. Swallowfield plc's ISIN and Sedol will remain unchanged.