Last checked at 21 Apr 2020 12:44
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR NEW ZEALAND OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF FRANCHISE BRANDS PLC OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT WAS DEEMED BY THE COMPANY TO CONTAIN INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 ("MAR"). WITH THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
21 April 2020
Franchise Brands plc
("Franchise Brands", or the "Company", or "Group")
Result of Bookbuild
The Board of Franchise Brands (AIM: FRAN), a multi-brand franchise business, is pleased to announce that following the Company's announcement yesterday, the Bookbuild has successfully closed and has raised gross proceeds of £14 million.
The Bookbuild will result in the conditional Placing of 15,555,556 new Ordinary Shares at 90 pence per share to raise £14 million (before expenses). The Placing Shares have been subscribed for by a number of new institutional investors, as well as existing shareholders, Directors and senior management.
The Placing Shares will be issued in two tranches as to:
1) 11,477,167 Placing Shares (the "First Placing Shares") on 27 April 2020 ("First Placing"); and
2) 4,078,389 Placing Shares (the "Second Placing Shares") on 30 April 2020 ("Second Placing") subject to, inter alia, the Resolutions being passed at the Company's AGM on 28 April 2020.
Applications will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM and such admission is expected to occur on 27 April 2020 in respect of the First Placing Shares ("First Admission") and, subject to approval of the Resolutions, on 30 April 2020 in respect of the Second Placing Shares ("Second Admission") and in any event no later than 8.00 a.m. on 14 May 2020 (together, "Admission").
The Placing remains conditional, inter alia, upon First Admission in respect of the First Placing Shares and upon the passing of the Resolutions and Second Admission in respect of the Second Placing Shares, as well as the Placing Agreement not being terminated prior to First Admission or Second Admission. The First Placing is not conditional on the Second Placing.
The Placing Shares will represent approximately 16.33 per cent. of the issued share capital and total voting rights of the Company as enlarged by the issue of the Placing Shares.
Director subscriptions
Certain Directors of the Company are subscribing for Placing Shares in the Second Placing as set out in the table below, which also shows changes to their percentages held upon First Admission and Second Admission:
Name | Total Ordinary Shares currently held & held on First Admission | Percentage of enlarged total voting rights held on First Admission
| Placing amount subscribed (£) | No. of Placing Shares being subscribed | Total Ordinary Shares held on Second Admission | Percentage of enlarged total voting rights held on Second Admission
|
Stephen Hemsley | 20,515,117 | 22.50 | 1,350,000 | 1,500,000 | 22,015,117 | 23.12 |
Chris Dent | 15,000 | 0.02 | 9,999 | 11,110 | 26,110 | 0.03 |
Colin Rees | 323,507 | 0.35 | 25,000 | 27,778 | 351,285 | 0.37 |
Nigel Wray | 21,720,120 | 23.83 | 500,000 | 555,556 | 22,275,676 | 23.39 |
David Poutney | 3,438,881 | 3.77 | 112,500 | 125,000 | 3,563,881 | 3.74 |
Rob Bellhouse | 82,768 | 0.09 | 25,000 | 27,778 | 110,546 | 0.12 |
AGM and Board recommendation
The AGM is convened for 11:00 a.m. on 28 April 2020. At the AGM, shareholders will be asked to consider resolutions which will be proposed to provide further share allotment authority to the Directors and disapply statutory pre-emption rights, which will enable the issue and allotment of the Second Placing Shares. If the Resolutions are not approved by shareholders, the Second Placing Shares will not be able to be allotted and £3,670,550.10 less will be raised from the Placing.
The Board of Franchise Brands considers the Placing to be in the best interests of the Company and its shareholders as a whole and therefore the Directors unanimously recommend that shareholders vote in favour of the Resolutions, as they intend to do in respect of their own shareholdings of, in aggregate, 49,008,639 Ordinary Shares, representing approximately 61.5 per cent. of the Company's existing share capital.
Total Voting Rights
On First Admission, the Company will have 91,187,924 ordinary shares of 0.5p pence ("Ordinary Shares") in issue, each with one voting right. The Company holds 25,000 Ordinary Shares in treasury and therefore, the total number of voting rights in the Company will be 91,162,924. The figure of 91,162,924 should be used by shareholders from First Admission (and until Second Admission) 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.
On Second Admission, the Company will have 95,266,313 Ordinary Shares in issue, each with one voting right. The Company holds 25,000 Ordinary Shares in treasury and therefore, the total number of voting rights in the Company will be 95,241,313. The figure of 95,241,313 should be used by shareholders from Second Admission 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.
Capitalised terms in this Announcement shall have the meanings given to such terms in the Company's announcement of 4:38 p.m. on 20 April 2020.
Further details and the information required in accordance with the requirements of Article 19(3) of the EU Market Abuse Regulation No 596/2014 are set out at the end of this announcement.
For further information please contact:
Enquiries:
Franchise Brands plc | + 44 (0) 1625 813231 |
Stephen Hemsley, Executive Chairman | |
Chris Dent, Chief Financial Officer | |
Julia Choudhury, Corporate Development Director | |
Allenby Capital Limited (Nominated Adviser and Joint Broker) | +44 (0) 203 328 5656 |
Jeremy Porter / Liz Kirchner / Nicholas Chambers | |
Dowgate Capital Limited (Joint Broker) | +44 (0) 203 903 7715 |
James Serjeant / Colin Climie | |
MHP Communications (Financial PR) | +44 (0) 203 128 8100 |
Katie Hunt | +44 (0) 7884 494112 |
franchisebrands@mhpc.com |
About Franchise Brands plc
Franchise Brands is focused on building market-leading businesses in selected customer segments using primarily a franchise model. The Group currently has a combined network of over 450 franchisees across five franchise brands. Our focus is on established brands which can benefit from our shared support services, specialist sector expertise, management experience and group resources.
Franchise Brands' portfolio of market-leading service businesses grew in 2019 with the acquisition of Willow Pumps. The addition of Willow Pumps, a direct labour organisation, represented an important step in expanding Metro Rod and Metro Plumb's range of services to the commercial market.
The Group is organised into a B2B division comprised of Metro Rod, Metro Plumb and Willow Pumps, and a B2C division incorporates ChipsAway, Ovenclean and Barking Mad. This divisional organisation of our brands is designed to provide a greater focus and structure to support the strategic development of our B2B and B2C brands.
Each of our brands are leaders in their respective markets and each brand has a long trading history. The combined trading history of all the Group's brands is over 125 years.
Franchise Brands plc employs some 250 people across three principal locations in Macclesfield, Kidderminster and Aylesford.
For further information, visit www.franchisebrands.co.uk.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
1 | Details of the person discharging managerial responsibilities / person closely associated | |||||||||||||
a) | Name | PDMRs:
| ||||||||||||
2 | Reason for the notification | |||||||||||||
a) | Position/status | see 1 a) above | ||||||||||||
b)
| Initial notification /Amendment | Initial notification | ||||||||||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||||||
a) | Name | Franchise Brands plc | ||||||||||||
b) | LEI | 213800CFRX6CJ8LCKN37 | ||||||||||||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||||||||
a)
| Description of the financial instrument, type of instrument Identification code | Ordinary shares of 0.5p each in Franchise Brands plc
Identification code (ISIN) for Franchise Brands plc ordinary shares: GB00BD6P7Y24 | ||||||||||||
b) | Nature of the transaction | Participation in a placing
| ||||||||||||
c) | Price(s) and volume(s) | Price: 90p Volumes:
| ||||||||||||
d) | Aggregated information - Aggregated volume - Price | n/a
| ||||||||||||
e) | Date of the transaction | 21 April 2020 | ||||||||||||
f) | Place of the transaction | Outside a Trading Venue | ||||||||||||
IMPORTANT INFORMATION
This Announcement has been issued by, and is the sole responsibility, of the Company. 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 Dowgate or Allenby or by any of their affiliates or agents 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 therefore is expressly disclaimed.
This Announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company. In particular, the Placing Shares have not been, and will not be, registered under the United States Securities Act of 1933 as amended or qualified for sale under the laws of any state of the United States or under the applicable laws of any of Canada, Australia, the Republic of South Africa, Japan or New Zealand and, subject to certain exceptions, may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) or to any national, resident or citizen of Canada, Australia, the Republic of South Africa, Japan or New Zealand.
The distribution or transmission of this Announcement and the offering of the Placing Shares in certain jurisdictions other than the UK may be restricted or prohibited by law or regulation. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken by the Company that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company to inform themselves about, and to observe, such restrictions. In particular, this announcement may not be distributed, directly or indirectly, in or into the United States, Canada, the Republic of South Africa, Australia, Japan or New Zealand. Overseas Shareholders and any person (including, without limitation, nominees and trustees), who have a contractual or other legal obligation to forward this document to a jurisdiction outside the UK should seek appropriate advice before taking any action.
This Announcement includes "forward-looking statements" which includes all statements other than statements of historical fact, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Group to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this Announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law or the AIM Rules for Companies.
No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.
Allenby, which is authorised and regulated by the FCA in the United Kingdom, is acting as Joint Bookrunner, Joint Broker and nominated adviser to the Company for the purposes of the AIM Rules for Companies in connection with the Placing and Admission and, as nominated adviser, its responsibilities are owed solely to the London Stock Exchange and are not owed to the Company and the Directors or to any other person or entity. Allenby will not be responsible to any person other than the Company for providing the protections afforded to clients of Allenby or for providing advice to any other person in connection with the Placing or any acquisition of shares in the Company.
Dowgate, which is authorised and regulated by the FCA in the United Kingdom, is acting as Joint Bookrunner and Joint Broker to the Company in connection with the Placing. Dowgate will not be responsible to any person other than the Company for providing the protections afforded to clients of Dowgate or for providing advice to any other person in connection with the Placing or any acquisition of shares in the Company.