Franchise Brands Regulatory News (FRAN)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

Franchise Brands plc

Recommended All Share Offer

 for

Filta Group Holdings plc ("Filta")

by

Franchise Brands plc ("Franchise Brands")

Offer update - acceptance levels, issue of equity, compulsory acquisition

and total voting rights

On 16 February 2022, Franchise Brands announced a recommended all share offer for Filta (the "Offer"), which became wholly unconditional on 10 March 2022. The full terms of, and conditions to, the Offer and the procedures for acceptance were set out in the offer document dated 18 February 2022 (the "Offer Document"). Terms used but not defined in this announcement have the same meaning as set out in the Offer Document.

Acceptance levels and compulsory acquisition

Franchise Brands announces that, as at 3.24 p.m. on 21 April 2022, valid acceptances of the Offer had been received in respect of 28,787,294 Filta Shares, representing 98.57 per cent. of the issued share capital of Filta, to which the Offer relates.

As announced on 19 April 2022, the Offer will close for acceptance on 6 May 2022.

As Franchise Brands has received acceptances under the Offer in respect of over 90 per cent. in value of the Filta Shares to which the Offer relates (as defined in the Companies Act) and more than 90 per cent. of the voting rights carried by those shares and the Offer is wholly unconditional, Franchise Brands intends to exercise its rights in accordance with sections 974 to 991 of the Companies Act to acquire compulsorily the remaining Filta Shares on the same terms as the Offer. Relevant documents have been sent to all non-assenting Filta Shareholders. Filta Shareholders who do not accept the Offer before it closes will have their Filta Shares compulsorily acquired and will need to apply to Franchise Brands to claim any consideration due to them, in the form of New Franchise Brands Shares.

Franchise Brands also intends to re-register Filta as a private limited company under the relevant provisions of the Companies Act.

As previously announced, Admission to trading on AIM of the Filta Shares was cancelled on 24 March 2022.

Filta Shareholders who have not yet accepted the Offer are therefore urged to do so as soon as possible in accordance with the procedure set out below.

Issue of equity

Pursuant to the Offer, a further 2,450,625 New Franchise Brands Shares will be issued in respect of valid acceptances received since 11 April 2022. Application has been made to the London Stock Exchange for these New Ordinary Shares to be admitted to trading on AIM ("Admission") and Admission is expected to take place on or around 25 April 2022. The New Franchise Brand Shares will rank pari passu in all respects with the Company's existing ordinary shares.

Total Voting Rights

Upon Admission, the total number of ordinary shares of 0.5p each in the Company ("Ordinary Shares") in issue will be 129,526,934. There are no ordinary shares held in treasury and therefore the total number of voting rights in the Company from Admission will be 129,526,934. This figure may be used by shareholders 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 Company under the FCA's Disclosure Guidance and Transparency Rules.

Procedure for acceptance of the Offer

Filta Shareholders who have not yet accepted the Offer are urged to do so as soon as possible as follows:

· If you hold Filta Shares in certificated form (that is, not in CREST)

If you hold your Filta Shares, or any of them, in certificated form (that is, NOT in CREST), to accept the Offer in respect of those Filta Shares, you should complete and sign the personalised Form of Acceptance along with your valid share certificate(s) and/or any other relevant documents of title as soon as possible and return by post to the Receiving Agent, Computershare at Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH, United Kingdom.

· If you hold your Filta Shares in uncertificated form (that is, in CREST)

If you hold your Filta Shares, or any of them, in uncertificated form (that is, in CREST), to accept the Offer in respect of those Filta Shares, you should follow the procedure for Electronic Acceptance through CREST so that the TTE instruction settles as soon as possible.

Full details on how to accept the Offer are set out in the Offer Document, a copy of which is available on Franchise Brands' website at https://www.franchisebrands.co.uk/investor-information/ . Further copies of the Offer Document and the Form of Acceptance are available from Computershare by written request to Computershare at Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH, United Kingdom or request to Computershare by telephone on (0370) 707 1807 (from within the UK) or on +44 370 707 1807 (from outside the UK).

Enquiries:

IMPORTANT NOTICES

Allenby Capital, which is authorised and regulated by the FCA in the UK, is acting as financial adviser, nominated adviser and joint broker exclusively for Franchise Brands and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Franchise Brands for providing the protections afforded to clients of Allenby Capital or for providing advice in relation to the Offer, the content of this announcement or any matter referred to herein.

Dowgate, which is authorised and regulated by the FCA in the UK, is acting as financial adviser and joint broker exclusively for Franchise Brands and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Franchise Brands for providing the protections afforded to clients of Dowgate or for providing advice in relation to the Offer, the content of this announcement or any matter referred to herein.

Cenkos, which is authorised and regulated by the FCA in the UK, is acting as financial adviser and Rule 3 adviser exclusively for Filta and no one else in connection with the Offer and the matters set out in this announcement and will not be responsible to any person other than Filta for providing the protections afforded to clients of Cenkos, nor for providing advice in relation to the Offer , the content of this announcement or any matter referred to herein.

Further Information

This announcement is for information purposes only and is not intended to and does not constitute or form part of an offer, invitation or the solicitation of an offer or invitation to purchase, or otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise nor shall there be any sale, issuance or transfer of securities of Franchise Brands or Filta pursuant to the Offer in any jurisdiction in contravention of applicable laws. The Offer will be implemented solely pursuant to the terms of the Offer Document (or, in the event that the Offer is to be implemented by means of a scheme, the Scheme Document), which contains the full terms and conditions of the Offer, including details of how to accept the Offer. Any decision in respect of, or other response to, the Offer should be made solely on the basis of the information contained in the Offer Document.

Filta Shareholders are urged to read the Offer Document carefully because it contains important information in relation to the Offer, the New Franchise Brands Shares and the Enlarged Group, and to take appropriate advice. Any action in relation to the Offer or related matters should be made only on the basis of the information contained in the Offer Document.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas jurisdictions

The attention of Filta Shareholders who are citizens or residents of jurisdictions outside the UK (including guidance for US shareholders) is drawn to paragraph Part C of Appendix 1 of the Offer Document.