Last checked at 23 Mar 2017 08:14
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 OR INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.
23 March 2017
Franchise Brands plc
("Franchise Brands", "the Group", or "the Company")
Results of proposed placing to raise £20 million
Further to the announcement made earlier today, the Board of Franchise Brands is pleased to announce the completion of a placing of 29,850,747 new ordinary shares of 0.5p each in the Company (the "Placing Shares") at a price of 67 pence per Placing Share (the "Placing Price") to raise a total of £20,000,000 (before expenses) (the "Placing").
The proceeds of the Placing will be applied towards paying part of the consideration for the acquisition of Metro Rod Limited, as announced earlier today (the "Acquisition").
The Placing is conditional, inter alia, on the approval of shareholders at a general meeting of the Company to be held on 10 April 2017 (the "General Meeting") of resolutions to provide authority to the Directors to issue and allot the Placing Shares and to approve the Acquisition for the purposes of rule 14 of the AIM Rules for Companies. The Placing is also conditional on admission of the Placing Shares (and the re-admission of the Existing Ordinary Shares) to trading on AIM ("Admission"). Application will be made for the Placing Shares to be admitted (and the Existing Ordinary Shares to be re-admitted) to trading on AIM and it is expected that Admission will take place on 11 April 2017.
The Placing Shares will represent, in aggregate, approximately 38.4 per cent. of the Company's issued ordinary share capital as enlarged by the issue of the Placing Shares.
The Placing Shares will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive dividends and other distributions declared, made or paid in respect of the Ordinary Shares. For the avoidance of doubt, the Placing Shares will not be eligible to receive the dividend announced in the Group's annual report and accounts for the year to 31 December 2016.
Further details regarding the background to the Acquisition and the Placing can be found in the Company's announcement made earlier today. .
Directors' participation
All of the Directors are participating in the Placing on identical terms to the Placees. The Directors have agreed to subscribe, in aggregate, for 16,671,459 Placing Shares at the Placing Price as follows:
| Current Holding |
| At Admission | ||
Director | Number of Ordinary Shares held | Percentage of Ordinary Shares in issue | Number of Placing Shares | Number of Ordinary Shares held | Percentage of Ordinary Shares in issue |
Stephen Hemsley | 13,000,431 | 27.15 | 7,462,686 | 20,463,117 | 26.33 |
Nigel Wray | 14,080,434 | 29.41 | 7,462,686 | 21,543,120 | 27.71 |
David Poutney | 606,060 | 1.27 | 1,417,910 | 2,023,970 | 2.60 |
Julia Choudhury | 1,010,229 | 2.11 | 194,029 | 1,204,258 | 1.55 |
Tim Harris | 999,762 | 2.09 | 59,222 | 1,059,284 | 1.36 |
Robin Auld | 908,882 | 1.90 | 37,313 | 946,195 | 1.22 |
Rob Bellhouse | 45,455 | 0.09 | 37,313 | 82,768 | 0.11 |
Total | 30,651,253 | 64.02 | 16,671,459 | 47,322,712 | 60.88 |
The Directors are treated as related parties of the Company under the AIM Rules. The Directors' participation in the Placing is therefore treated as a related party transaction pursuant to rule 13 of the AIM Rules. Accordingly, the Company's nominated adviser, Allenby Capital, considers that the terms of the Directors' participation in the Placing are fair and reasonable insofar as Shareholders are concerned.
Total Voting Rights
The Placing is conditional, among other things, upon Admission becoming effective. Following Admission, the Company's issued ordinary share capital will consist of 77,732,033 Ordinary Shares, with one voting right each. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of Ordinary Shares and voting rights in the Company will be 77,732,033. With effect from Admission, this figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Unless otherwise defined, the defined terms used in this Announcement shall have the same meaning (unless the context otherwise requires) as ascribed to them in the "Definitions" and "Technical Glossary" section in the Admission Document published by the Company earlier today.
**ENDS**
Enquiries:
Franchise Brands plc + 44 (0) 800 012 6462
Stephen Hemsley, Executive Chairman
Julia Choudhury, Corporate Development Director
MHP Communications +44 (0) 20 3128 8100(Financial PR) franchisebrands@mhpc.com
Katie Hunt / Hannah Winter
Allenby Capital Limited +44 (0) 20 3328 5656(Nominated Adviser and Joint Broker)
Jeremy Porter/ James Thomas / Liz Kirchner
Dowgate Capital Stockbrokers +44 (0)1293 517744
(Joint Broker)
James Serjeant / Neil Badger
IMPORTANT NOTICE
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY, IS NOT INTENDED TO AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE OR SUBSCRIBE FOR, UNDERWRITE, SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE, SELL, ACQUIRE, DISPOSE OF THE PLACING SHARES OR ANY OTHER SECURITY IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS TO WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.
Allenby Capital Limited is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA") and is acting exclusively for the Company in connection with the Acquisition, Placing and Admission and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice to any other person in relation to the Acquisition, Placing, Admission and/or any other matter referred to in this Announcement.
Dowgate Capital Stockbrokers Limited is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Company in connection with the Acquisition, Placing and Admission and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice to any other person in relation to the Acquisition, Placing, Admission and/or any other matter referred to in this Announcement.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Allenby Capital or Dowgate Capital or any of their respective affiliates or any of their respective directors, officers, employees, advisers or representatives (collectively, "Representatives") as to or in relation to the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.