24 Sep 2021 15:00
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 ("MAR"), WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.
IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
The Fulham Shore Plc
("Fulham Shore", the "Company" or "Group")
Exercise of Options and Proposed Secondary Placing
The Board of Fulham Shore (the "Board") announces that it has been informed by employees, including certain Directors, of their intention to exercise options over Ordinary Shares in the Company (the "Options"). These employees intend to subsequently sell the Ordinary Shares issued pursuant to the Option exercises at a price of 18 pence per share ("Placing Price") by way of an accelerated bookbuild. In addition, a further 9.5 million Ordinary Shares will be sold at the Placing Price by other shareholders of the Company.
Exercise of Options
In total, 17,187,829 Options over new ordinary shares of 1p each in the Company ("Ordinary Shares") will be exercised by employees including certain Directors. All the Options were either granted pursuant to the Company's EMI Share Option Plan or Unapproved Share Option Plan in 2014 or the Company Share Option Plan ("CSOP") in 2018.
Of these exercised Options, 13,804,987 options will be net-settled pursuant to the amendments to the Unapproved Share Option Plan announced by the Company on 22 February 2021 and will result in the issue of 9,991,457 new Ordinary Shares.
The Options to be exercised by certain Directors as follows:
Name | Option Scheme | No. of Options Exercised | Exercise Price (£) | Net-settled Shares to be Admitted |
NAG Mankarious | Unapproved | 1,647,256 | 0.06 | 1,192,213 |
DM Page | EMI | 3,332,842 | 0.06 | 3,332,842 |
Unapproved | 1,647,256 | 0.06 | 1,192,213 | |
NJ Donaldson | Unapproved | 4,980,098 | 0.06 | 3,604,381 |
NCW Wong | Unapproved | 2,205,242 | 0.06 | 1,596,060 |
MA Chapman | Unapproved | 3,325,135 | 0.06 | 2,406,590 |
TOTAL |
| 17,137,829 |
| 13,324,299 |
Following the exercise of options detailed above, the Company will have a total of 32,332,577 options over new Ordinary Shares outstanding under share option schemes, equivalent to 5.1% of the enlarged issued share capital of the Company.
Placing
The employees, including certain Directors, have indicated their intention to sell a total of 13,374,299 Ordinary Shares that will be issued pursuant to the Option exercises as detailed above at the Placing Price. In addition, certain other shareholders including Jawaid Akhtar, Franco Manca Operations Director, a person disclosing managerial responsibilities ("PDMR"), intend to sell a minimum of 9.5 million shares at the Placing Price. In aggregate, a total of 22.88 million Ordinary Shares are available for purchase (the "Placing Shares") equating to approximately 3.69% of the current issued share capital of the Company.
The details of these intended Option exercises and sales and the impact on the Directors' interests in the share capital of the Company are as follows:
| Current | Resultant | ||
Name | Shareholding | % of ISC | Shareholding | % of Enlarged ISC (post Share option exercise) |
NAG Mankarious | 116,879,434 | 18.8% | 116,879,434 | 18.5% |
DM Page | 83,515,120 | 13.5% | 83,515,120 | 13.2% |
NJ Donaldson | 14,998,573 | 2.4% | 14,998,573 | 2.4% |
NCW Wong | 12,388,449 | 2.0% | 12,388,449 | 2.0% |
MA Chapman | 1,086,818 | 0.2% | 1,086,818 | 0.2% |
DAL Gunewardena | 774,545 | 0.1% | 774,545 | 0.1% |
TOTAL | 229,642,939 | 37.0% | 229,642,939 | 36.2% |
The Placing will have the benefit of increasing Fulham Shore's free float whilst allowing the Directors to remain closely aligned with the interests of other shareholders. Fulham Shore will not receive any proceeds from the Placing.
Singer Capital Markets Securities Limited ("Singer Capital Markets") is acting as sole bookrunner. The bookbuild will commence with immediate effect following this announcement. A further announcement detailing the results of the Placing will be made upon completion.
The Placing is subject to demand and prevailing market conditions. The final number of Placing Shares to be placed will be agreed at the close of the bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter. The timings for the close of the bookbuild process and allocations are at the absolute discretion of Singer Capital Markets.
The proceeds of the Placing are payable in cash and will have varying settlement dates depending on the Ordinary Shares purchased. 12,747,769 Placing Shares will be settled on a T+5 basis and 10,135,564 Placing Shares will be settled on a T+12 basis.
For further information, please contact:
The Fulham Shore PLC | www.fulhamshore.com |
David Page / Nick Wong
| Via Hudson Sandler |
Singer Capital Markets (Nominated Adviser & Broker) Shaun Dobson / James Moat / Kailey Aliyar / Hannah Woodley
| +44 (0) 20 7496 3000 |
Hudson Sandler - Financial PR Alex Brennan / Lucy Wollam | fulhamshore@hudsonsandler.com Telephone: 020 7796 4133 |
Notes for editors
Information on The Fulham Shore PLC
Fulham Shore owns and operates "The Real Greek" ( www.therealgreek.com ) and "Franco Manca" ( www.francomanca.co.uk ) restaurants.
Fulham Shore was incorporated in March 2012. The Directors believed that there were attractive investment opportunities within the restaurant sector in the UK and that, given their collective experience in the restaurant sector, they could take advantage of the opportunities which existed.
The ordinary shares of the Company were admitted to trading on AIM in October 2014 in order to capitalise on such opportunities and to give the company employees, customers and public the ability to share in the enterprise.
The Real Greek
Since its foundation in London in 1999, The Real Greek group has grown steadily, now offering modern Greek cuisine in 20 restaurants across London and Southern England.
The Real Greek food centres on the delicious, healthy diet of the Eastern Mediterranean, staying true to the Greek ethos of food, family and friends. Dishes are created using premium ingredients sourced from Greece and Cyprus whenever possible, and developed by Tonia Buxton, the face of Greek food in the UK.
The Real Greek's menu and atmosphere retain the spirit of eating in Greece, encouraging diners to take their time eating amongst friends and family, be it a relaxed dinner, family get-together, or a fully catered party.
Franco Manca
Franco Manca opened its first restaurant in 2008 and now has 55 restaurants, primarily in London, but also with restaurants across the UK (e.g. Edinburgh, Glasgow, Manchester, Leeds, Cambridge, Bath, Oxford, Bristol and Exeter).
Franco Manca's pizza is made from slow-rising sourdough and is baked in an oven that produces high heat. The slow levitation and blast cooking process lock in the flour's natural aroma and moisture, giving a soft and easily digestible crust. Where possible, locally sourced and organic ingredients are used.
Franco Manca has received the following accolades:
Winner of the Casual Dining Best Family Dining Experience Award 2020
Winner of the R200 Best Value Restaurant Operator- Over 20 Sites Award 2019 and 2017