Franchise Brands Regulatory News (FRAN)

4 September 2023

FRANCHISE BRANDS PLC

("Franchise Brands", the "Group" or the "Company")

Board and management update

Franchise Brands plc (AIM: FRAN), an international multi-brand franchise business, today updates on its plans, as set out in the Group's interim results in July, for an optimal board and management structure for the enlarged group, as well as the appointment of a new CEO for Pirtek Europe.

PLC and Management Board update

Following the acquisition of Filta in March 2022 and Pirtek Europe in April 2023, the Group has grown significantly with seven franchise brands in ten countries. As a result, it is now evolving its board and management structure with the introduction of a two-tier organisation, whereby the board of the Company (the "PLC Board") will be streamlined to five directors, and below this, a separate management board (the "Management Board") will be created.

The PLC Board will comprise two executive directors - Executive Chairman, Stephen Hemsley, and CFO, Mark Fryer - and three non-executive directors - two independent non-executive directors, Andy Brattesani and newly appointed Peter Kear, further details of whom are set out below, together with Nigel Wray (who is considered a non-independent Non-Executive Director). The Group intends to have three independent Non-Executive Directors and will therefore appoint an additional independent Non-Executive Director as soon as practicable.

The Management Board will comprise the divisional Managing Directors, together with the directors of the key central support functions. The purpose of the Management Board, which will report to the PLC Board, will be the day to day operational and financial management of the business and the delivery of the Group's strategic plan.

As a result of these changes, Executive Directors Peter Molloy (Managing Director, B2B Division), Jason Sayers (Managing Director, Filta International), Tim Harris (Managing Director, B2C Division), Colin Rees (Chief Information Officer) and Julia Choudhury (Corporate Development Director) will step down from the PLC Board as directors and all join the Management Board along with the CEO of Pirtek Europe.

David Poutney, independent Non-Executive Director, will also be retiring from the PLC Board as a director and as Chair of the Audit Committee, but will not be joining the Management Board. David has played an instrumental role in the Group's growth since IPO, and the Board would like to thank him for his service.

Andy Brattesani, independent Non-Executive Director, will take over as Chairman of the Audit Committee when David retires. Andy is an experienced banking professional with over 30 years' experience. He was previously Head of Franchise at HSBC and prior to that held senior management roles at HBOS, RBS and Standard Chartered.

Appointment of Senior Independent Non-Executive Director

The Group is pleased to announce that Peter Kear will join the PLC Board on 2 October 2023 as Senior Independent Non-Executive Director and will Chair the Remuneration and AIM Compliance Committees. Peter is a highly experienced public company director with substantial experience in business building and management in the technology sector. He co-founded D4t4 Solutions plc (originally IS Solutions plc) in 1985 and was responsible for sales and business development before being appointed CEO in 2016. During his tenure as CEO, D4t4 Solutions plc achieved substantial growth in revenue and profits, growing from a market capitalisation of c.£40m to c.£160m when he stood down in 2022. Peter has experience of both the London Stock Exchange's Main Market and AIM.

Further information on Peter Kear, as required by the AIM Rules for Companies, is set out at the end of this announcement.

Appointment of full-time Company Secretary

The Group is also pleased to announce that Rob Bellhouse, who has been an independent Non-Executive Director of the Group since 2016, will be appointed full-time Company Secretary and will therefore retire from being a Non-Executive Director of the Company. Rob is a highly experienced Company Secretary with experience gained through over 30 years in listed companies, including Lonmin, Greene King, Domino's Pizza (on an interim basis) and most recently, De La Rue. He was voted ICSA Company Secretary of the Year in 2014. Rob's experience will be of great benefit in helping manage the increased complexity of a multi-jurisdictional business. The Board would like to thank Rob for his service as a Non-Executive Director and the contribution he has made to the development of the business.

The board changes set out above will all take effect from 2 October 2023.

New CEO of Pirtek Europe

Following the acquisition of Pirtek Europe, which has doubled the size of the Group, the strategic focus is on integrating this business into the Group and promoting operational synergies with a near-term focus on utilising the Group's shared resources, in particular technology, marketing and finance. As a result of the significant opportunities we have to build a much larger business, the Group has decided to accelerate the process of integrating Pirtek Europe to encourage more cross-functional and cross-geographical co-operation. As a result, Alex McNutt, CEO of Pirtek Europe, believes this is an opportune time to hand over the execution of this process to the highly experienced members of his team, together with the Franchise Brands management, and has therefore decided to resign to pursue other opportunities.

Chris Stuckey, MD of Pirtek UK since 2017, will be appointed as CEO Pirtek Europe, reporting to Stephen Hemsley, Executive Chairman. Pirtek UK is the most established business in Pirtek Europe and, as a result of the strong growth under Chris's leadership, accounts for half of the division's adjusted EBITDA. Adam Burrows, currently Sales Director of Pirtek UK, will be appointed Managing Director of Pirtek UK. Adam has been a key member of the management team since joining the business in 2018 and has been responsible for delivering substantial growth in sales and building strong relationships with franchisees and customers. Chris and Adam will take up their new roles from 2 October 2023 and Alex will leave the business at the end of October 2023, allowing for a smooth transition of the roles.

Alex has contributed hugely to the success and growth of Pirtek Europe in recent years and on behalf of the Group, the board would like to thank him for his hard work and commitment. He has built a strong platform for growth and a great team to succeed him, which we look forward to working with in the future to unlock the significant opportunities for growth that we see for the business as part of Franchise Brands.

Stephen Hemsley, Executive Chairman, commented:

"The acquisition of Filta and Pirtek in successive years has allowed us to build a multi-national franchise business of scale which is rich with opportunities for further rapid growth. It is therefore appropriate that our corporate governance structure develops in line with the expansion of the Group and our ambition for the future.

"I would like to thank all my colleagues who are stepping down from the PLC board to the Management Board for the invaluable contribution they have made since our IPO in 2016, and I look forward to working with them on the Management Board for many years to come. I am also grateful to David Poutney, who is retiring from the business and who has been a source of great advice and wisdom to me for many years.

"Finally, I would like to thank Alex McNutt. I have known Alex since 2018 when we first unsuccessfully bid for Pirtek Europe in a Private Equity auction. We subsequently built a good relationship based on a mutual understanding of franchising, and I persuaded him of the value of Franchise Brands as a permanent home for his team and franchisees. As a result, he became instrumental in facilitating the exclusive engagement with Pirtek Europe's private equity owners to complete its acquisition earlier this year. Alex's decision to handover to the strong management team he has built within the business for this next integration phase with Franchise Brands is a testament to his integrity and judgement. I would like to thank him both personally and, on behalf of the corporate team and franchisees, for his significant contribution."

Further information on Peter Kear

Pursuant to the AIM Rules for Companies, the following information on Peter Kear falls to be disclosed:

Peter John Kear is aged 68 and owns 25,000 ordinary shares in the Company (representing 0.01% of the Company's issued ordinary share capital).

Peter is currently a director of Pur Sang Consulting Limited and Pur Sang Developments Limited and within the last five years has been a director of the following companies:

Cerberus Technologies Limited

Chapter26 Limited

D4t4 Solutions PLC

I S Solutions Ltd

Internet Service Solutions Limited

Internet Site Solutions Limited

Internet Systems Solutions Limited

Magiq Limited

Prickly Cactus Limited

Speed-Trap Holdings Limited

Enquiries:

About Franchise Brands plc

Franchise Brands is an international, multi-brand franchisor focused on building market-leading businesses primarily via a franchise model. The Group has a combined network of approximately 650 franchisees across seven franchise brands in ten countries covering the UK, North America and Europe.

Franchise Brands' focus is on B2B van-based reactive and planned services. The Company owns several market-leading brands with long trading histories, including Pirtek in Europe, Filta, Metro Rod and Metro Plumb, all of which benefit from the Group's central support services, particularly technology, marketing, and finance. At the heart of Franchise Brands' business-building strategy is helping its franchisees grow their businesses: "If they grow, we grow".

Franchise Brands employs some 715 people across the Group.

For further information, visit www.franchisebrands.co.uk