14 May 2014 07:00
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
For Immediate Release
14 May 2014
Patisserie Holdings plc
(the "Company" or the "Group")
Announcement of placing price and commencement of conditional dealings
Patisserie Holdings plc, which operates a leading UK branded café and casual dining group today announces the successful pricing of its initial public offering by way of a conditional placing (the "Placing") of 46,645,794 new and existing ordinary shares of one penny each ("Ordinary Shares") at 170 pence per share (the "Placing Price") with institutional and other investors.
Based on the Placing Price, the market capitalisation of the Company will be £170 million on admission to trading on the AIM Market of the London Stock Exchange becoming effective ("Admission").
The Company has conditionally raised £32.8 million (before expenses) through the Placing, the net proceeds of which will be used to repay the Group's existing outstanding senior debt and shareholder loans. In addition, the selling shareholders will receive gross proceeds of£46.5 million pursuant to the Placing.
At Admission, the Company will have 100,000,000 Ordinary Shares in issue with a free float of 48.4 per cent.
Following the Placing, Luke Johnson, the largest shareholder, will own 42.7 per cent. of the Company. The remaining directors and members of senior management will own 5.9 per cent. of the Company.
Conditional dealings will commence in the Ordinary Shares on the London Stock Exchange at 8.00 a.m. on 14 May 2014 under the ticker "CAKE".
Admission and the commencement of unconditional dealings in the Ordinary Shares are expected to take place at 8.00 a.m. on 19 May 2014.
Commenting on today's announcement, Luke Johnson, Executive Chairman of Patisserie Holdings plc said:
"Today's announcement marks a key step in the development of the Group. We have grown the business from 8 stores to 138 today, and I'm delighted that our new investors have recognised the potential to roll out Patisserie Valerie further. We look forward to a strong future as a quoted company."
The group is a leading UK branded café and casual dining group offering cakes, pastries, snacks, meals and hot and cold drinks from 138 stores and the Flour Power City Bakery in the UK. It operates under the following five differentiated brands across England and Scotland:
· Patisserie Valerie;
· Druckers - Vienna Patisserie;
· Philpotts;
· Baker & Spice; and
· Flour Power City Bakery.
In relation to the Placing and Admission, Canaccord Genuity Limited is acting as financial adviser, nominated adviser ("Nomad") and broker to the Company.
Full details of the Placing will be included in the admission document of the Company (the "Admission Document"), expected to be available on the Company's website later today.
Enquiries
Patisserie Holdings Limited +44 (0)121 777 7000
Luke Johnson, Executive Chairman
Paul May, Chief Executive Officer
Chris Marsh, Finance Director
Nomad & Broker
Canaccord Genuity +44 (0)20 7523 8000
Bruce Garrow
Peter Stewart
Joe Weaving
Financial Adviser
Canaccord Genuity
Edward Arkus
William Bain
Thomas Field
Financial Public Relations
Maitland +44 (0)20 7379 5151
Neil Bennett
Brian Hudspith
Important Notices
Neither this announcement nor any copy of it may be taken or transmitted, published or distributed, directly or indirectly, in, into or from the United States of America (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or the "US")), Australia, Canada, Japan or South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction (each a "Restricted Jurisdiction"). Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, Japanese or South African securities laws.
This announcement does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or other securities in any Restricted Jurisdiction. The Placing and the distribution of this announcement and other information in connection with the Placing and Admission in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither this announcement nor any part of it nor the fact of its distribution shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.
This announcement is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and are: (i) if in a member state of the European Economic Area, qualified investors within the meaning of article 2(1)(e) of the Prospectus Directive ("Qualified Investors"); or (ii) if in the United Kingdom, Qualified Investors and fall within: (a) article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (b) article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order (all such persons together being referred to as "Relevant Persons"). The term "Prospectus Directive" means Directive 2003/71/EC as amended and includes any relevant implementing measures in each member state of the European Economic Area.
This announcement must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This announcement does not itself constitute an offer for sale or subscription of any securities in Praline Holdings plc.
The Ordinary Shares referred to in this Announcement have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. The Ordinary Shares have not been and will not be approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
In connection with the Placing, Canaccord Genuity and any of its affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references in the Admission Document to the Ordinary Shares being offered, subscribed, acquired, placed or otherwise dealt in should be read as including any offer to, or subscription, acquisition, placing or dealing by Canaccord Genuity and any of its affiliates acting as investors for their own accounts. In addition, Canaccord Genuity or its affiliates may enter into financing arrangements and swaps in connection with which it or its affiliates may from time to time acquire, hold or dispose of Ordinary Shares. Canaccord Genuity has no intention to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Canaccord Genuity which is authorised and regulated by the Financial Conduct Authority in the United Kingdom is acting exclusively for the Company and no one else in connection with the Placing and Admission, and Canaccord Genuity will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing and Admission or any other matters referred to in this announcement.
Neither Canaccord Genuity, nor any of its subsidiary undertakings, affiliates or any of its directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions contained in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith and any liability therefore is expressly disclaimed.
The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.